CHENGDE NANJIANG CO．，LTD.
ANNUAL REPORT 2014
April 2015
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承德南江股份有限公司 2014 年年度报告全文
Section I. Important Notice, Contents and Paraphrase
Board of Directors, Supervisory Committee, all directors, supervisors and senior
executives of Chengde Nanjiang Co., Ltd. (hereinafter referred to as the
Company) hereby confirm that there are no any fictitious statements, misleading
statements, or important omissions carried in this report, and shall take legal
liability, individual and/or joint, for the whole contents.
All directors are attended the Board Meeting for report deliberation.
The Company has no plan of cash dividends carried out, bonus issued and
capitalizing of common reserves either.
Li Weimin, Principal of the Company, Zhao Yongshen, person in charger of
accounting works and Liu Fengguo, person in charge of accounting organ
(accounting principal) hereby confirm that the Financial Report of 2014 Annual
Report is authentic, accurate and complete.
Note: The Report is prepared in bilingual versions of Chinese and English
respectively, in the event of any discrepancy in understanding the two
aforementioned versions, the Chinese version shall prevail.
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承德南江股份有限公司 2014 年年度报告全文
Contents
Section I Important Notice, Contents and Paraphrase ................................................................. 2
Section II Company Profile ............................................................................................................... 6
Section III Accounting data and summary of finnaical indexes .................................................. 9
Section IV Report of the Board of Directors ................................................................................ 11
Section V Important Events .......................................................................................................... 27
Section VI Changes in shares and particular about shareholders............... 错误！未定义书签。
Section VII Preferred Stock………………………………………………………………………..
Section VIII Particulars about Directors, Supervisors,Senior Executives and Employees ...... 35
Section IX Corporate Governance ................................................................................................. 50
Section X Internal Control .............................................................................................................. 49
Section XI Financial Report ............................................................................................................ 51
Section XII Documents available for reference ............................................................................. 51
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承德南江股份有限公司 2014 年年度报告全文
Paraphrase
Items Refers to Contents
CSRC, SRC Refers to China Securities Regulatory Commission
SZ Stock Exchange, Exchange Refers to Shenzhen Stock Exchange
Company, The Company or Chengde Nanjiang Refers to Chengde Nanjiang Co., Ltd.
Nanjiang Investment Refers to Chengde Nanjiang Investment Co., Ltd.
Nanjiang Real Estate Refers to Chengde Nanjiang Real Estate Development Co., Ltd.
Chengde Morsh, Morsh Technology Refers to Chengde Morsh Technology Co., Ltd.
Nanjiang Ecological Agriculture, Ecological
Refers to Chengde Nanjiang Ecological Agriculture Co., Ltd.
Agriculture,
Asia Investment, Nanjiang Asia Refers to Nanjiang Asia Investment Co., Ltd.
Runhua RW, Tianjin Runhua RW Refers to Runhua Rural Water (Tianjin) International Trade Co., Ltd.
Company Law Refers to Company Law of the People‘s Republic of China
Securities Law Refers to Securities Law of the People‘s Republic of China
Rules Governing the Listing of Securities Refers to Rules Governing the Listing of Securities on Shenzhen Stock Exchange
Yuan, 10 thousand Yuan Refers to RMB, RMB 10 thousand
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承德南江股份有限公司 2014 年年度报告全文
Major Risk Warning
The relevant risks possible constrains are well-described in the Report, please
found more in major risks and countermeasures for the possible risks carried in
the prospect of future development in Section IV. Report of the Board of
Directors
Section II Company profile
I. Company information
Short form of the stock Nanjiang-B Stock code 200160
Short form of the Stock after
--
changed (if applicable)
Stock exchange for listing Shenzhen Stock Exchange
Name of the Company (in
承德南江股份有限公司
Chinese)
Short form of the Company
南江 B
(in Chinese)
Foreign name of the
CHENGDE NANJIANG CO.,LTD
Company(if applicable)
Short form of foreign name of
NANJIANG-B
the Company(if applicable)
Legal representative Li Weimin
Registrations add. XiaBanCheng Town, Chengde County, Hebei Province, P.R.C
Code for registrations add 067400
Offices add. XiaBanCheng Town, Chengde County, Hebei Province, P.R.C
Codes for office add. 067400
Website --
E-mail --
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承德南江股份有限公司 2014 年年度报告全文
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Li Wenying Wang Haijian
XiaBanCheng Town, Chengde County, XiaBanCheng Town, Chengde County,
Contact add.
Hebei Province Hebei Province
Tel. 0314-3115049 0314-3115048
Fax. 0314-3111475 0314-3111475
E-mail liwy@cdnanjiang.com wanghj@cdnanjiang.com
III. Information disclosure and preparation place
Newspaper appointed for information disclosure In China: Securities Times; overseas: Hong Kong Commercial Daily
Website for annual report publish appointed by CSRC Juchao website: http://www.cninfo.com.cn
Preparation place for annual report Security department of the Company
IV. Registration changes of the Company
Registration NO. for
No. of taxation
Date for registration Place for registration enterprise legal Organization code
registration
license
Hebei
Administration for
Initial registration 1999-11-03 1300001001372 1/1 130821106576876 106576876
Industry &
Commerce
Chengde
Registration at end Administration for
2011-08-23 130000400001225 130821106576876 106576876
of report period Industry &
Commerce
Changes of main business since listing (if
No changes in Period
applicable)
Previous changes for controlling
No changes in Period
shareholders (if applicable)
V. Other relevant information
CPA engaged by the Company
Name of CPA Dahua Certified Public Accountants (Limited Liability Partnership)
Offices add. for CPA No. 689, Tianhe Road (N), Guangzhou
Signing Accountants Fan Rong, Han Junmin
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
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承德南江股份有限公司 2014 年年度报告全文
□ Applicable √ Not applicable
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
√Applicable □Not applicable
Terms of performing continuous
Financial consultant Office address Sponsor of financial consultant
supervision
Block D, Hengao Center,
From 6 May 2013 to 31
Northeast Securities Co., Ltd. No.28, Jingshifang Street, Zhang Hailu, Liu Zhi
December 2014
Xicheng District, Beijing
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承德南江股份有限公司 2014 年年度报告全文
Section III. Accounting data and summary of financial indexes
I. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes √No
2014 2013 Changes over last year 2012
Operating income (RMB) 322,502,631.63 363,952,258.89 -11.39% 79,512,004.22
Net profit attributable to
shareholders of the listed 80,280,395.81 94,806,811.16 -15.32% 32,894,368.82
company(RMB)
Net profit attributable to
shareholders of the listed company
3,121,357.84 -5,614,485.87 155.59% -1,721,230.31
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
-134,329,924.08 -204,553,032.66 34.33% -4,386,658.32
operating activities(RMB)
Basic earnings per share
0.11 0.13 -15.38% 0.05
(RMB/Share)
Diluted earnings per share
0.11 0.13 -15.38% 0.05
(RMB/Share)
Weighted average ROE 32.13% 58.42% -26.29% 36.01%
Changes over end of
End of 2014 End of 2013 End of 2012
last year
Total assets (RMB) 642,501,296.47 380,763,274.72 68.74% 193,617,124.65
Net assets attributable to
shareholder of listed 289,982,016.44 209,701,482.77 38.28% 114,894,671.61
company(RMB)
II. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International
Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period.
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承德南江股份有限公司 2014 年年度报告全文
2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or
Chinese GAAP (Generally Accepted Accounting Principles) in the period.
III. Items and amounts of extraordinary profit (gains)/loss
√Applicable □Not applicable
In RMB
Item 2014 2013 2012 Note
Gains/losses from the disposal of
non-current asset (including the write-off 112,818,506.20 131,918,787.19 49,163,850.01
that accrued for impairment of assets)
Governmental subsidy reckoned into current
gains/losses (not including the subsidy
enjoyed in quota or ration according to 193,601.01
national standards, which are closely
relevant to enterprise‘s business)
Gains/losses from entrust investment or
171,000.00 111,230.13
assets management
Other non-operating income and expenditure
-3,065,618.87 -514,148.27 -3,009,717.84
except for the aforementioned items
Less: Impact on income tax 25,719,679.32 33,473,765.68 11,538,533.04
Impact on minority shareholders‘
7,045,170.04 -2,185,592.65
equity (post-tax)
Total 77,159,037.97 100,421,297.03 34,615,599.13 --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable √ Not applicable
In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of
extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to
the Public --- Extraordinary Profit/loss
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承德南江股份有限公司 2014 年年度报告全文
Section IV. Report of the Board of Directors
I. Introduction
During the reporting period, the Company continue to improve the operational manaegment standards, continually completed and
perfect the governance structure, and actively push forward the main business in line with the fixed goal, enhance the steady
development and keep growing.
I. Real Estate
In reporting period, real estate market are integrated regulation, housing has a larger amount in stock, in the face of complex
economic situation and huge market competing pressures, the Company pinpoint the market, insiste on the operation principle of
― creating high-end choicest residence‖; project of phase I and phase II of the Nanjiang﹒Huijing Tiandi have been completed with
favorable sales performance resulted.
II. Eco-agriculture
In field of eco-agriculture, on the one hand, upgrade infrastucture for the cultivation, improved variety, increase productivity and
promote the development of supporting industry chain; on the other hand, market-oriented, adjusted industry structure, expanding
sales channels and continue to building the characteristics of the Company. In the reporting period, the eco-agriculture was awarded
the title of ―Key Leading Enterprise of Agriculture Industrialization in Chengde City‖, corporate influence enlarged and further
improves the corporate product competitiveness.
III. Corporate governance
Corporate governance of the Company aims at internal construction in the Peirod, to perfect the construction and implementation of
the inernal control system, relevant system documents are been supplemented and revised. Internal auditing department of the
Company strengthen the self-audit ability for internal control, at the mean time of strengthen the execution ability, making up for
deficiency, perfected the rectification and governance standards are been icnreased effectively, and laying out a foundation of
preventing business risks.
Up to 31 December 2014, total asstes of the Company amounting to 642.5013 million Yuan, net assets attributablet o sharehodler of
listed company amounting to 289.982 million Yuan; operation revenue for year of 2014 was 322.5026 million Yuan and net profti
attributable to shareholder of listed company resulted as 80.2804 million Yuan.
II. Main business analysis
1. Introduction
The Company‘s review and summarization to the progress of development strategy and operating plan disclosed in early days during
the report period
Nil
Reasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year disclosed
□ Applicable √ Not applicable
Changes of main operation mode
□ Applicable √ Not applicable
2. Revenue
Note
In reporting period, operation revenue of the Company achieved 322.5026 million Yuan, decreased 11.39% over the 363.9523
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承德南江股份有限公司 2014 年年度报告全文
million Yuan realized last year; non-operation revenue amounting to 117.7006 million Yuan, decreased 11.05% over the 132.3253
million Yuan realized last year. Main reasons are: sale of house and revenue from land transfer are declined in the Peirod
Whether income from physical sales larger than income from labors or not
□Yes √No
Material orders in hands
□ Applicable √ Not applicable
Material changes or adjustment for products or services of the Company in reporting period
□ Applicable √ Not applicable
Major sales of the Company
Total top five clients in sales (RMB) 202,547,016.50
Proportion in total annual sales volume for top five clients 63.02%
Information of top five clients of the Company
√Applicable □Not applicable
Serial Name Sales (RMB) Proportion in total annual sales
Wuchang Minfeng (Tianjin) Chemical
1 168,562,321.06 52.45%
Trading Co., Ltd.
2 Beijing Bolu Jinghua Technology Co., Ltd. 16,202,008.54 5.04%
3 Shanghai Guozhe Commerce Co., Ltd. 7,905,530.98 2.46%
Guangdong Huarunfeng Investment Co.,
4 5,698,777.72 1.77%
Ltd.
5 Wuxi Suhan Trade Co., Ltd. 4,178,378.20 1.30%
Total -- 202,547,016.50 63.02%
Other situation of main clients
□ Applicable √ Not applicable
3. Cost
Industry classification
In RMB
2014 2013
Industry
Item Ratio in operation Ratio in operation Y-o-y changes
classification Amount Amount
cost cost
Agriculture 7,487,431.46 2.30% 1,583,798.68 0.47% 372.75%
Business 315,629,299.95 96.88% 314,011,252.79 92.61% 0.52%
Real estate 1,690,090.08 0.52% 23,459,800.61 6.92% -92.80%
Product classification
In RMB
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承德南江股份有限公司 2014 年年度报告全文
2014 2013
Product
Item Ratio in operation Ratio in operation Y-o-y changes
classification Amount Amount
cost cost
Agricultural
7,487,431.46 2.30% 1,583,798.68 0.47% 372.75%
products
Chemical
315,629,299.95 96.88% 314,011,252.79 92.61% 0.52%
materials
Estate sales 1,690,090.08 0.52% 23,459,800.61 6.92% -92.80%
Note
Business of breeding and cultivation of the agriculture increased in the Period, costs are soaring corespondingly; real estate business
has less amount reached the revenue recognition conditions, thus the revenue and costs carry-over declined.
Main suppliers of the Company
Total purchasing amount from top five suppliers (RMB) 642,568,960.32
Ratio of total purchasing amount from top five suppliers
82.29%
in total annual purchasing amount
Information of top five suppliers of the Company
√Applicable □Not applicable
Serial Supplier Purchasing amount (RMB) Ratio in total annual purchasing amount
1 SABIC (Shanghai) Trading Co., Ltd. 366,294,708.12 46.91%
Chengde Greatwall Construction Group
2 213,042,160.62 27.28%
Co., Ltd.
Wuchan Minfeng (Tianjin) Chemical
3 22,753,602.98 2.91%
Trade Co., Ltd.
Chengde County Xingcheng Construction
4 21,032,446.72 2.69%
and Installation Engineering Co., Ltd.
Beijing Jinghuan Kehua Commerce Co.,
5 19,446,041.88 2.49%
Ltd.
Total -- 642,568,960.32 82.29%
Other notes of main suppliers of the Company
□ Applicable √ Not applicable
4. Expenses
2014 2013 Amount changed Change Note
Item
scope
4,299,230.07 3,263,636.58 1,035,593.49 31.73% The advertisement cost and other
Sales expenses
expenses increased in the Period
Administration 21,550,755.68 21,000,380.87 550,374.81 2.62%
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承德南江股份有限公司 2014 年年度报告全文
expenses
1,816,023.18 616,644.15 1,199,379.03 194.50% Interest expenditure increased in
Financial expenses
the Period
951,857.73 31,295,705.90 -30,343,848.17 -96.96% Business of house sales declined
Income tax
in the Period
5. R&D expenses
There are no such business need to disclosed in the Year
6. Cash flow
In RMB
Item 2014 2013 Y-o-y changes
Subtotal of cash in-flow from
586,846,888.19 475,274,166.11 23.48%
operation activity
Subtotal of cash out-flow from
721,176,812.27 679,827,198.77 6.08%
operation activity
Net cash flow from operation
-134,329,924.08 -204,553,032.66 34.33%
activity
Subtotal of cash in-flow from
123,171,000.00 254,774,833.40 -51.65%
investment activity
Subtotal of cash out-flow from
41,149,781.23 11,010,284.50 273.74%
investment activity
Net cash flow from investment
82,021,218.77 243,764,548.90 -66.35%
activity
Subtotal of cash in-flow from
10,029,217.89 5,000,000.00 100.58%
financing activity
Subtotal of cash out-flow from
47,776,075.05 -100.00%
financing activity
Net cash flow from financing
10,029,217.89 -42,776,075.05 123.45%
activity
Net increased amount of cash
-42,399,128.16 -3,564,558.81 -1,089.46%
and cash equivalent
Reasons for y-o-y relevant data with over 30% changes
√Applicable □Not applicable
Changes of cash flow from operationa activity: the account for house sale received in advance in the Year increased;
Changes of cash flow from investment activity: the account received from land transferred in the Year decreased;
Changes of cash flow from financing activity: the account for debt payment decreased in the Year
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承德南江股份有限公司 2014 年年度报告全文
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
√Applicable □Not applicable
The account paid for engineering are increased in the Year, the projects still in development cycle without revenue recognition
satisfied, thus the profit un-achieved
III. Composition of main business
In RMB
Increase/decrease Increase/decrease Increase/decrease
Operating
Operating cost Gross profit ratio of operating of operating cost of gross profit
revenue
revenue y-o-y y-o-y ratio y-o-y
According to industries
(1) Agriculture 5,642,269.36 7,487,431.46 -32.70% 4,529,361.68% 5,903,632.78% 9.61%
(2) Business 312,436,023.98 315,629,299.95 -1.02% -11,731,473.73% 1,618,047.16% -4.15%
(3) Real estate 3,319,551.80 1,690,090.08 49.09% -30,402,301.28% -21,769,710.53% 18.66%
According to products
Agricultural
5,642,269.36 7,487,431.46 -32.70% 4,529,361.68% 5,903,632.78% 9.61%
products
Chemical
312,436,023.98 315,629,299.95 -1.02% -11,731,473.73% 1,618,047.16% -4.15%
materials
Estate sales 3,319,551.80 1,690,090.08 49.09% -30,402,301.28% -21,769,710.53% 18.66%
According to region
Chengde 8,961,821.16 9,177,521.54 -2.41% -25,872,939.60% -15,866,077.75% -30.52%
Tianjin 312,436,023.98 315,629,299.95 -1.02% 6,478,159.06% 21,199,763.34% -4.79%
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on
latest one year‘s scope of period-end
□ Applicable √ Not applicable
IV. Assets and liability analysis
1. Major changes of assets
In RMB
End of 2014 End of 2013
Ratio
Ratio in total Ratio in total Notes of major changes
Amount Amount changes
assets assets
Monetary fund 36,998,545.17 5.76% 89,426,891.22 23.49% -17.73%
Account
2,722,676.66 0.42% 117,180.60 0.03% 0.39%
receivable
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承德南江股份有限公司 2014 年年度报告全文
515,713,286.0 Development costs for Huijing
Inventory 80.27% 190,569,964.32 50.05% 30.22%
9 Tiandi Project are increased
Long-term equity
6,684,960.46 1.04% 6,626,905.49 1.74% -0.70%
investment
Fix assets 10,294,681.90 1.60% 11,296,353.61 2.97% -1.37%
2. Assets and liability measure by fair value
□ Applicable √ Not applicable
3. Main overseas assets
□ Applicable √ Not applicable
V. Core competence analysis
Core competence of the Company has no changed in the Period
VI. Investment analysis
1. Foreign equity investment
(1) Foreign investment
□ Applicable √ Not applicable
The Company had no investment outside in the period.
(2) Holding the equity of financial enterprise
□ Applicable √ Not applicable
The company had not held the equity of financial enterprise in the reporting period-end.
(3) Securities investment
□ Applicable √ Not applicable
The company had no securities investment in the reporting period.
(4)Explanation on equity of other listed company held
□ Applicable √ Not applicable
The Company had no equity of other listed company held in Period.
2. Trust financing, derivative investment and entrusted loans
(1)Trust financing
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承德南江股份有限公司 2014 年年度报告全文
□ Applicable √ Not applicable
The company had no trust financing in the reporting period.
(2) Derivative investment
□ Applicable √ Not applicable
The company had no derivative investment in the reporting period.
(3) Entrusted loans
□ Applicable √ Not applicable
The company had no entrusted loans in the reporting period.
3. Application of raised proceeds
□ Applicable √ Not applicable
The company had no application of raised proceeds in the reporting period.
4. Main subsidiaries and stock-jointly companies
√Applicable □Not applicable
Particular about main subsidiaries and stock-jointly companies
In RMB
Company Main products Register Operating Operating
Type Industries Total assets Net Assets Net profit
name or service capital revenue profit
Chengde
Nanjiang Development
Subsidia Real 10,000,0 259,557,553. 191,481,095. -10,149,774. -13,848,689.
Real Estate and sales of 3,735,751.80
ry Estate 00 07 28 74 72
Developme real estate
nt Co., Ltd.
Industrial
investment,
Chengde investment
Nanjiang Subsidia management, 90,000,0 89,670,025.2 89,670,025.2
Investment 0.00 -176,022.43 -176,022.43
Investment ry investment 00 3 3
Co., Ltd. consulting and
import &
export trading
Cultivation and
sales of field
Chengde
crop, edible
Nanjiang
Subsidia Agricultur mushrooms, 10,000,0 17,795,795.3 -5,910,740.8 -5,786,684.6
Ecological 2,690,079.53 5,642,269.36
ry e fruit and 00 1 3 2
Agriculture
vegetables as
Co., Ltd.
well as Chinese
Herbs;
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承德南江股份有限公司 2014 年年度报告全文
breeding and
sales of
livestock
R&D,
manufacture
and sales of
grapheme,
grapheme
application
materials,
power cell &
battery
Chengde New
materials,
Morsh Subsidia energy and 50,000,0 48,868,135.6 48,201,117.6 -1,586,409.1 -1,586,409.1
high-performan 0.00
Technology ry new 00 7 7 4 4
ce membrane
Co., Ltd. materials
material and
nano materials
as well as the
technology
promotion and
technical
service for the
above said
products.
Import trade,
domestic
Runhua
agents and
Rural
distribution of
Water
Subsidia the plastic raw 30,000,0 52,598,421.3 22,053,591.5 313,501,245. -9,730,647.8 -9,837,898.7
(Tianjin) Trading
ry materials of 00 0 0 01 6 5
Internation
polyethylene
al Trade
(PE) and
Co., Ltd.
polypropylene
(PP)
Chengde
Huijing Property Property
Subsidia
Property manageme management 500,000 330,487.90 328,886.30 28,200.00 -169,205.36 -169,205.36
ry
Service nt service service
Co., Ltd.
Nanjiang International
Asia Subsidia investment and US$ 20
Trading 4,880,489.97 4,877,093.11 0.00 -123,073.53 -123,073.53
Investment ry trading, ship million
Co., Ltd. sales and
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承德南江股份有限公司 2014 年年度报告全文
purchase and
lease
Notes of main subsidiaries and stock-jointly companies
1. Subsidiary Nanjiang Real Estate Company: operation revenue, profit and net profit decreased due to the sale of hosue declined in
the Year;
2. Subsidairy Ecological Agriculture Company: costs of breeding and cultivation for agriculture increased in the Year, the operation
profit and net profit are declined even if the revenue increased;
3. Subsidairy Morsh Technology: accrual for the assets depreciation reserves increased in the Period, thus operation profit and net
profit decreased;
4. Subsidairy Runhua Rural Water:suffered by the market environment, operation revenue, profit and net profit are declined in the
Year, thus net asstes of the Company declined.
Particular about subsidiaries obtained or disposed in report period
□ Applicable √ Not applicable
5. The significant progress of non-raised proceeds investment
√Applicable □Not applicable
In 10 thousand Yuan
Accumulation
Total Investment of actual
Name of the investment amount investment Progress of the Earnings of the Disclosure date Disclosure
project amount in the reporting amount ended project project (if any) index (if any)
planned period of the reporting
period-end
Nanjiang Huiji
Yield return not
ng Tiandi 57,000 32,848 49,008
yet
Project
Total 57,000 32,848 49,008 -- -- -- --
VII. Estimated performance for year of 2015 (From January to March)
Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the
warning of its material change compared with the corresponding period of the last year and explanation on reason
□ Applicable √ Not applicable
VIII.Special purpose vehicle under the control of company
□ Applicable √ Not applicable
IX. Prospect for future development of the Company
(I) Development strategy of the Company
Presently, growth of the domestic macroeconomic continue to slow, the whole real estae market are in the downward and bank credit
tightening; in 2015, in addition to enlarge the improve the current mainl business, the Company will integrate the resource of good
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承德南江股份有限公司 2014 年年度报告全文
quality, seeking new point of growth in profit.
1. Accedlerating the construction and sales of Phase III Nanjiang﹒Huijing Tiandi Project, ensuring to efficiently complete the
constrution target on time with good quality. Meanwhile, speeds up the sales for the stock of Phase I and Phase II, to withdrawal
funds as soon as possible.
2. Optimizing the eco-agriculture structure contiously by making use of the self-owned natural geographical advantage, promoting
the development of supporting industry, and working on a green and harmless product base.
(II) Risks may encountered
1. The real estate and State‘s macro-economic situation and policy have high correlations, and relevant policy has certain uncertainty,
which might bring a major influence to the operation enviornment and operation results of the Company.
2. There are violent competition in field of modern agriculture market, and it is easily affected by market price fluctuation with
certain operation risks.
X. Explanation of the Board of Directors and the Board of Supervisors on the “Qualified
Opinion” of the report made by the CPAs
□ Applicable √ Not applicable
XI. Explanation on changes of accounting policy, accounting estimation and settlement
method compared with the last year’s financial report
√Applicable □Not applicable
In 2014, massive revised are been carried out in accounting standards by Ministry of Finance and released the followed eight rules as
"Accounting Standards for Business Enterprises No. 2 - Long-term Equity Investments‖, "Accounting Standards for Business
Enterprises No. 9 - Employee Remuneration‖, " Accounting Standards for Business Enterprises No. 30 - Presentation of Financial
Statements‖, " Accounting Standards for Business Enterprises No. 33 - Consolidated Financial Statements ", "Accounting Standards
for Business Enterprises No. 37 - Presentation of Financial Instruments‖, "Accounting Standards for Business Enterprises No. 39 –
Measurement of Fair value‖, "Accounting Standards for Business Enterprises No. 40 - Joint Venture Arrangement" and "Accounting
Standards for Business Enterprises No. 41 - Disclosure of Interests in Other Entities" in stages. In accordance wih the requirement
from Ministry of Finance, the Company carry out the above mentioned standards since 1 July 2014.
In view of the accounting policy adjustment, relevant items and amount at period-begin no need to adjusted correspondingly, and it
shows no major influences on finacnial statement of the Company
XII. Particular about major accounting errors correction that needs retroactive re-statement
in reporting period
□ Applicable √ Not applicable
No particular about major accounting errors correction that needs retroactive re-statement for the Company in the reporting.
XIII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
□ Applicable √ Not applicable
Scope of consildiate statement has no changed in the Peirod
19
承德南江股份有限公司 2014 年年度报告全文
XIV. Profit and dividend distribution
Formulation, execution or adjustment for profit distribution policy in reporting period
√Applicable □Not applicable
The Company actively promoted sustaining and stable profit distribution policy, with purpose of strengthen the transparency for cash
bonus, help investors easy to set the stable expected return, in line with Notice of Further Implementation of Related Matters on Cash
Dividend for Listed Company issued from CSRC, the Company revised and supplemented profit distribution policy that regulated in
Article of Association, standardized the specific conditions, proportions and distribution way and principles for the profit distribution,
cash dividend in particular. Relevant decision-making procedures and mechanism have been perfected. The matter has been
deliberated and passed by the 3rd extraordinary general meeting of 2012 held on 29 July 2012, found more in relevant notice released
on 30 July 2012.
On 23 April 2014, pursuit to the CSRC Releases No.3 Supervisory Guideline for Listed Companies – Cash Dividends of Listed
Companies issued by CSRC, combined with real situation of the Company, in 35th meeting of 5th session of the Board, Article of
Association was revised, which well-defined the cash bonus policy and further to focus on the shareholder returns awareness,
improve profit distribution policy and protect legal interest of the shareholders, minority shareholders in particular.
Specific explanation on cash bonus policy
Satisfy regulations of General Meeting or requirement of Article
Y
of Association (Y/N):
Well-defined and clearly dividend standards and proportion
Y
(Y/N):
Completed relevant decision-making process and mechanism
Y
(Y/N):
Independent directors perform duties completely and play a
Y
proper role (Y/N):
Minority shareholders have opportunity to express opinions and
Y
demands totally and their legal rights are fully protected (Y/N):
Condition and procedures are compliance and transparent while
Not applicable
the cash bonus policy adjusted or changed (Y/N):
Profit distribution pre-plan/plan and Capitalizing of common reserve pre-plan/plan of the Company in latest three year (including
reporting period)
In latest three years, net profit of the Company after making up the annual losses of previous years, retained profit at end of the
Period still negative, being deliberated and approved by the Board and General Meeting, the Company has no profit distributed
carried out. The Company has no plan of cash dividend distributed, bonus shares and capitalizing from common shares conducted
either for year of 2014.
Cash dividend in latest three years
In RMB
Year for bonus Amount for cash Net profit Ratio in net profit Amount reckoned Proportion of the
20
承德南江股份有限公司 2014 年年度报告全文
shares bonus (tax included) attributable to attributable to into cash bonus from amount reckoned
cash repurchase into cash bonus from
shareholders of shareholders of
cash repurchase
listed company in listed company
consolidation contained in
statement for bonus consolidation
year statement
2014 0.00 80,280,395.81 0.00% 0.00 0.00%
2013 0.00 94,806,811.16 0.00% 0.00 0.00%
2012 0.00 32,894,368.82 0.00% 0.00 0.00%
The Company gains profits in reporting period and the retained profit of parent company is positive but no plan of cash dividend
proposed
□ Applicable √ Not applicable
XV. Profit distribution plan and capitalizing of common reserves plan for the Period
□ Applicable √ Not applicable
The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either for
the year
XVI. Social responsibility
□ Applicable √ Not applicable
XVII. In the report period, reception of research, communication and interview
√Applicable □Not applicable
Contents discussed and
Time Place Way Type Reception
material provided
Security Foreign investment of the
Telephone
2014-01-09 Department of the Individual Investor Company and process, no
communication
Company materials required
Security Daily operation of the
Telephone
2014-01-24 Department of the Individual Investor Company, no materials
communication
Company required
Security Current condition of the
Telephone
2014-03-10 Department of the Individual Investor Company, no materials
communication
Company required
Security Operation performance of
Telephone
2014-03-25 Department of the Individual Investor the Company, no materials
communication
Company required
Security Operation performance of
Telephone
2014-04-16 Department of the Individual Investor the Company, no materials
communication
Company required
21
承德南江股份有限公司 2014 年年度报告全文
Security Current condition of the
Telephone
2014-05-22 Department of the Individual Investor Company, no materials
communication
Company required
Security Foreign investment of the
Telephone
2014-06-12 Department of the Individual Investor Company, no materials
communication
Company required
Security Current condition of the
Telephone
2014-07-17 Department of the Individual Investor Company, no materials
communication
Company required
Security Operation performance of
Telephone
2014-08-07 Department of the Individual Investor the Company, no materials
communication
Company required
Security Routine operation status of
Telephone
2014-11-20 Department of the Individual Investor the Company, no materials
communication
Company required
Reception (times) 10
Number of hospitality 0
Number of individual reception 10
Number of other reception 0
Disclosed, released or let out major undisclosed
No
information
22
承德南江股份有限公司 2014 年年度报告全文
Section V. Important Events
I. Significant lawsuits and arbitrations of the Company
□Applicable √Not applicable
The Company has no significant lawsuits and arbitrations in Period
II. Questioned from media
□ Applicable √ Not applicable
No common media questioned for the Company in reporting period
III. Non-operational fund occupation from controlling shareholders and its related party
□ Applicable √ Not applicable
No non-operational fund occupation from controlling shareholders and its related party in period.
IV. Bankruptcy reorganization
□ Applicable √ Not applicable
No bankruptcy reorganization for the Company in reporting period
V. Assets trading
1. Acquisition of assets
□ Applicable √ Not applicable
No purchase of assets for the Company in reporting period
2. Assets sold
□ Applicable √ Not applicable
No assets sold for the Company in reporting period
3. Enterprise merger
□ Applicable √ Not applicable
No enterprise merger for the Company in reporting period
VI. Implementation and its influence of equity incentive plan
□ Applicable √ Not applicable
No implementation of equity incentive plan for the Company in reporting period
23
承德南江股份有限公司 2014 年年度报告全文
VII. Significant related transaction
1. Related transaction connected to routine operations
√Applicable □Not applicable
Related Proportio
Related Similar
Related transactio n in the
Related Related Related Related transactio trading
transactio Pricing n amount amount of Date of Index of
transactio relationsh transactio transactio n market
n principal (in 10 the same disclosure disclosure
n parties ip n content n price settlement price
type thousand transactio
mode available
Yuan) n
Child
company
of the Hong
Company, Kong
Eco-agric Commerc
Counterp
ulture ial Daily,
Cloud arty is the Agreed in
provided Securities
Live related line with
Sales of agricultur Market 2014-03- Times
Technolo legal -- 199.42 35.34% the 1,994,200
goods e products price 08 and
gy Group person of agreemen
to Cloud Juchao
Co., Ltd. the t
Live Website
Company
Technolo http://ww
gy Group w.cninfo.
Co., com.cn
Ltdfor a
long-term
Total -- -- 199.42 -- -- -- -- --
Detail of sales return with major amount
N/A
involved
The aforesaid related transactions belongs to the normal business scope of the
Necessity and sustainable of related
Company, is a necessary needs for normal operation business of the Company, and
transaction as well as reasons of related
carried on basis of fair and mutual benefits without interest of the Company being
transaction with related parties(not with
damaged. Pricing principle of the transactions is in line with the market rules, no
other marketing dealers)
interest of the Company and investors being damaged.
Influence on independence of listed The routine related transaction of the Company follows the market principle without
company from related transaction impacts on independence of the listed company.
Dependence security to related parties and
Main business of the Company has no any dependence on related parties
relevant countermeasures (if applicable)
Report the actual implementation of the
normal related transactions which were The related two parties performed purchase and sales business in line with the contract
projected about their total amount by types signed
during the reporting period(if applicable)
24
承德南江股份有限公司 2014 年年度报告全文
Reasons for major differences between
trading price and market reference price(if Not applicable
applicable)
2. Related transactions by assets acquisition and sold
□ Applicable √ Not applicable
No related transactions by assets acquisition and sold for the Company in reporting period
3. Main related transactions of mutual investment outside
□ Applicable √ Not applicable
No main related transactions of mutual investment outside for the Company in reporting period
4. Contact of related credit and debt
□ Applicable √ Not applicable
No contact of related credit and debt for the Company in reporting period
5. Other related transactions
□ Applicable √ Not applicable
No other related transactions for the Company in reporting period
VIII. Major contract and implantation
1. Trusteeship, contract and leasing
(1) Trusteeship
□ Applicable √ Not applicable
No trusteeship for the Company in reporting period
(2) Contract
□ Applicable √ Not applicable
No contract for the Company in reporting period
(3) Leasing
□ Applicable √ Not applicable
No leasing for the Company in reporting period
2. Guarantee
□ Applicable √ Not applicable
No guarantee for the Company in reporting period
3. Other material contracts
□ Applicable √ Not applicable
No other material contracts for the Company in reporting period
4. Other material transaction
25
承德南江股份有限公司 2014 年年度报告全文
□ Applicable √ Not applicable
No other material transactions for the Company in reporting period
IX. Implementation of commitments
1. Commitments made by the Company or shareholders holding above 5% shares of the Company in
reporting period or extending to reporting period
√Applicable □Not applicable
Commitment Commitment
Commitments Promise Content of commitments Implementation
date term
Commitments for
Share Merger
Reform
1. Commitments in aspect of
independency of listed company:
For the equity changes, that is
208,324,800 shares of Chengde Dalu
Co., Ltd held by Chen Rong was
transfer, Wang Dong guarantee there
are no influence on the independent
of employee, financial, institution,
business and integrity of assets of
Chengde Dalu Co., Ltd. After
transaction, Chengde Dalu Co., Ltd
Commitments in
still has the ability of independent
report of Controlling Duration of
operation and owes independent 2012-04-24 Implementing
acquisition or shareholder the Company
legal person, and continues to owes
equity change
the independency of institution,
assts, employees, production and
financial. 2. Commitments for
horizontal competition: after
208,324,800 shares of Chengde Dalu
Co., Ltd held by Chen Rong was
transfer, Wang Dong guarantee there
are no or potential horizontal
competition between the Chengde
Dalu Co., Ltd and Wang Dong and
related parties of Wang Dong
The performance compensation After auditing, net profit for year
commitment: net profit (deducting of 2014 under the name of
non-recurring gains and losses) for Runhua RW (Tianjin)
Commitments in
Controlling 2012, 2013, 2014 and 2015 for Internatioanl Trade Co., Ltd. was
assets 2013-04-10 2012-2015
shareholder Runhua RW (Tianjin) International -9.8379 million Yuan, which is
reorganization
Trade Co., Ltd. Respectively can‘t be short of the commitment of
less than 306,300 Yuan, 904,000 performance for year of 2014. the
Yuan, 1,500,000 Yuan and 3,400,000 Company will supervise and urge
26
承德南江股份有限公司 2014 年年度报告全文
yean. If the actual net profit is less the controlling shareholder to
than the promised, the controlling implemente compensation
shareholders shall perform the commitment according to the
obligations of profit compensation auditing results.
accordingly.
Commitments in
initial public
offering or
re-financing
In order to prevent stock price from
falling after its relisting and
endanger status of the Company, the
board of directors and the senior
management make commitment:
Based on Listing Rules of Shenzhen
Other
Stock Exchange and other applicable
commitments for Directors
laws and regulations, we make a plan In later 12
medium and and senior 2013-01-09 Implemented
in next 12 months, increasingly hold months
small executives
shares of the Company in secondary
shareholders
market using own funds. The
holding price will not exceed
HK$1.3 / shares. While the total
amount of increase accumulated will
not be less than HK$10 million not
more than HK$40 million
Completed on
Y
time(Y/N)
Detail reasons for
un-complement
N/A
and further plan
(if applicable)
2. Profit forecast of assets and items, and reporting period still in period of forecast, explanation on
reaching the former profit forecast of assets or items as well as reasons
□ Applicable √ Not applicable
X. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm Dahua Certified Public Accountants (Limited Liability Partnership)
Remuneration for domestic accounting firm (10
50
thousand Yuan)
Continuous life of auditing service for domestic 3
27
承德南江股份有限公司 2014 年年度报告全文
accounting firm
Name of domestic CPA Fan Rong, Han Junmin
Name of foreign accounting firm (if applicable) N/A
Remuneration for foreign accounting firm (10
0
thousand Yuan) (if applicable)
Continuous life of auditing service for foreign
N/A
accounting firm (if applicable)
Name of foreign CPA (if applicable) N/A
Whether re-appointed accounting firms in this period or not
□Yes √No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√Applicable □Not applicable
The Company engaged Dahua CPA as the internal control auditing organ in the Year due to disclose the auditing reprot of internal
cotnrol; the auditing costs paid during the year amounting to 250,000 Yuan.
XI. Explanation from Supervisory Committee and Independent Directors (if applicable) for
“Qualified Opinion” that issued by CPA
□ Applicable √ Not applicable
XII. Penalty and rectification
√Applicable □Not applicable
Type of
Conclusion (if Index of
Name Type Reasons investigation and Disclosure date
applicable) disclosure
penalty
Hong Kong
Initiated an Commercial
Violation of investigation or Daily, Securities
Chengde Dalu
Other securities laws administrative N/A 2013-05-15 Times, Juchao
Co., Ltd.
and regulations penalties by Website
CSRC http://www.cninf
o.com.cn
Particular about directors, supervisors, senior executives and shareholders with over 5% shares held suspected illegal dealings of the
stock of the Company and earnings of illegal dealings taken back by the Company that disclosed
□ Applicable √ Not applicable
No particular about directors, supervisors, senior executives or shareholders with over 5% shares held suspected illegal dealings of
the stock of the Company or earnings of illegal dealings taken back by the Company that disclosed in the Period.
XIII. Particular about suspended and delisting after annual report disclosed
□ Applicable √ Not applicable
28
承德南江股份有限公司 2014 年年度报告全文
XIV. Other material events
√Applicable □Not applicable
On May 14, 2013, the Company received a survey notice issued by China Securities Regulatory Commission (No. 2013 DCTZ No.
16), which as due to that the original Chengde Dalu Co., Ltd violates relevant provisions of securities laws and regulations. So,
according to the "Securities Law", the Company was informed of an investigation. Found more in relevant notice released on Juchao
Advisory Network http://www.cninfo.com.cn dated 15 May 2013.
On 28 October 2014, the ―Notice in Advance of Administrative Pubishment Decision‖ ([2014] No.34) issued by CSRC was received
by Nanjiang Co., Ltd., main contents are:
Original Chengde Dalu Co., Ltd. (―Chengde Dalu‖ for short hereinafter) and related litigants with case of violation of laws and rules
in aspect of information disclosure involved are closed for investigation, after fact-finding, original Chengde Dalu and releted
litigants are failure to disclose the material conract signing and events of assets acquisition and disposition and important information
with lawsuit involved, specific content as follow:
I. Failure to disclose the material contract signing and events of assets acquistion and disposition
In December 2010, Chengde Couty Rongyida Real Estate Development Co., Ltd. (wholly-owned subsidairy of the Chengde Dalu,
―Rongyida‖ for shot hereinafter) purchased the machinery equipment involved in the case of Chengde Dixian Textile Co., Ltd. held
by Chengde Couty Fiscal Credit Development Company and the equipment pledge by Chengde Couty branch of ICBC; the
subsidiary resale the above mentioned equipment and assets with price of 130 million Yuan. As for the above material event,
Chengde Dalu fails to performance the information disclosure obligation on time.
II. Failure to disclose the material contract signing and events of assets acquistion and disposition in Annual Reprot by regulation
The Material contract was signed by Rongyida in December 2010, however, the material contract signed by Rongyida and assets
acquisition and disposition are not been disclosred in Annual Report of 2010 and Annual Report of 2011.
III. Failure to disclose the significatn lawsuits
In December 2011, Li Rui filed a legal proceeding against the Chengde Dalu and its subsidairy Rongyida for infringement dispute,
the target amounting to 15 million Yuan, the Chengde Dalu disclosed the information till April 2012, the significant lawsuit has been
disclosed for 5 months delay.
The CSRC plans to impose administrative penalty on the Company and relevant personnel
Pursuit to the Article 32 and Article 42 of the ―Law of the People‘s Republic of China on Administrative Penalty‖ and relevant
regulation of ―Hearing Rules of Administrative Penalty of CSRC‖, the Company and parties shall have the right to state their cases
and to defend themselves and request a hearing. The facts, grounds and evidence put forward by the Company and relevant personnel
are established after reviewed by CSRC, the administrative organs shall accept them. If the Company and relevant personnel
abandoned the right to state therir cases and to defend themselves and request a hearing, the officially panelty decision shall be
imposed by the CSRC according to legal procedure.
XV. Significant event of subsidiary of the Company
□ Applicable √ Not applicable
XVI. Issuance of corporate bonds
□ Applicable √ Not applicable
29
承德南江股份有限公司 2014 年年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in shares
1. Changes in shares
In Share
Before the Change Increase/Decrease in the Change (+, -) After the Change
Capitalizat
New
Bonus ion of
Amount Proportion shares Others Subtotal Amount Proportion
shares public
issued
reserve
244,800,0 244,800,0
I. Unlisted shares 34.66% 34.66%
00 00
244,800,0 244,800,0
1. Sponsor‘s shares 34.66% 34.66%
00 00
Domestic legal 23,147,30 23,147,30
3.28% 3.28%
person‘s shares 9 9
221,652,6 221,652,6
Other 31.38% 31.38%
91 91
461,520,0 461,520,0
II. Listed shares 65.34% 65.34%
00 00
2. Domestically listed 461,520,0 461,520,0
65.34% 65.34%
foreign shares 00 00
706,320,0 706,320,0
III. Total shares 100.00% 100.00%
00 00
Reasons for share changed
□ Applicable √ Not applicable
Approval of share changed
□ Applicable √ Not applicable
Ownership transfer of share changed
□ Applicable √ Not applicable
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common
shareholders of Company in latest year and period
□ Applicable √ Not applicable
Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators
□ Applicable √ Not applicable
2. Changes of restricted shares
□ Applicable √ Not applicable
30
承德南江股份有限公司 2014 年年度报告全文
II. Securities issue and listing
1. Previous security offering in latest three years at period-end
□ Applicable √ Not applicable
2. Changes of total shares and shareholders structure as well as explanation on changes of assets and
liability structure
□ Applicable √ Not applicable
3. Existing internal staff shares
□ Applicable √ Not applicable
III. Particulars about shareholder and actual controller of the Company
1. Amount of shareholders of the Company and particulars about shares holding
In Share
Total preference
shareholders with
Total common voting rights
Total common shareholders at end
shareholders in 19,446 of the 5th trading day 19,555 recovered at end of 0
reporting period-end before annual report
disclosed reporting period (if
applicable) (see Note
8)
Particulars about shares held above 5% by shareholders and top 10 shareholders
Total Number of share pledged/frozen
Amount
sharehold
Changes of Amount of
Proportion ers at
Full name of Nature of
of shares in report un-listed listed
Shareholders shareholder the end of
held State of share Amount
period shares shares held
report
held
period
Domestic nature 208,324,8 208,324,8
Wang Dong 29.49% 0 0
person 00 00
Everbright
Overseas legal 93,410,19 55,440,50 93,410,19
Securities 13.22% 0
person 36 3
(H.K.) Co., Ltd.
GUOTAI
JUNAN
Overseas legal 48,564,06 -46,859,4 48,564,06
SECURITIES( 6.88% 0
person 2 60 2
HONGKONG)
LIMITED
Chengde North Domestic 2.62% 18,517,65 0 18,517,65 0
31
承德南江股份有限公司 2014 年年度报告全文
Industrial non-state owned 1 1
Corporation legal person
Wang Domestic nature 13,327,89 13,327,89
1.89% 0 0
Zhengsong person 1 1
Wang Domestic nature
1.03% 7,258,007 0 0 7,258,007
Wensheng person
Domestic nature
Zhou Haihong 0.95% 6,708,495 0 0 6,708,495
person
Domestic nature
Li Tianyun 0.73% 5,158,000 0 0 5,158,000
person
Shanghai
Overseas legal -11,864,8
Wanguo (H.K) 0.71% 4,995,920 0 4,995,920
person 04
Securities
Domestic nature
Chen Yan 0.57% 4,023,256 4,023,256 0 4,023,256
person
Strategy investors or general legal
person becomes top 10
N/A
shareholders due to rights issued (if
applicable) (see note 3)
Explanation on associated The Company is unknown whether there exists associated relationship or belongs to consistent
relationship among the aforesaid actor regulated by ―management method for acquisition of listed company‖ among the above
shareholders said shareholders.
Particular about top ten circulated shareholders
Type of shares
Shareholders‘ name Amount of listed shares held at period-end
Type Amount
Domestically
Everbright Securities (H.K.) Co.,
93,410,193 listed foreign 93,410,193
Ltd.
shares
GUOTAI JUNAN Domestically
SECURITIES(HONGKONG) 48,564,062 listed foreign 48,564,062
LIMITED shares
Domestically
Wang Wensheng 7,258,007 listed foreign 7,258,007
shares
Domestically
Zhou Haihong 6,708,495 listed foreign 6,708,495
shares
Domestically
Li Tianyun 5,158,000 5,158,000
listed foreign
32
承德南江股份有限公司 2014 年年度报告全文
shares
Domestically
Shanghai Wanguo (H.K) Securities 4,995,920 listed foreign 4,995,920
shares
Domestically
Chen Yan 4,023,256 listed foreign 4,023,256
shares
Domestically
Zhao Ziying 3,286,616 listed foreign 3,286,616
shares
VANGUARD TOTAL Domestically
INTERNATIONAL STOCK 3,182,875 listed foreign 3,182,875
INDEX FUND shares
Domestically
Peng Wei 2,978,525 listed foreign 2,978,525
shares
Expiation on associated
relationship or consistent actors
The Company is unknown whether there exists associated relationship or belongs to consistent
within the top 10 un-restrict
actor regulated by ―management method for acquisition of listed company‖ among the above
shareholders and between top 10
said shareholders.
un-restrict shareholders and top 10
shareholders
Explanation on shareholders
involving margin business about
top ten common shareholders with N/A
un-restrict shares held (if
applicable) (see Note 4)
Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement
dealing in reporting period
□ Yes √ No
The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back
agreement dealing in reporting period.
2. Controlling shareholder of the Company
Nature person
Enjoy the residence power in the other country or area
Controlling shareholder Nationality
(Y/N)
Wang Dong P.R.C N
Successively hold the position of Chairman and Director of Guangzhou Lezent
Occupation or position in latest five years
Communications Technology Co., ltd. from September 2009 to January 2012; serves
33
承德南江股份有限公司 2014 年年度报告全文
as Director of NANJIANG DIAMOND CO., LIMITED since February 2012, an
director of Nanjiang Investment Co., Ltd. (H.K company) and executive director of
Shanghai Nanjian Investment Co., Ltd.; an executive director of Beijing Nanjiang
Investment Co.,, Ltd since March 2012; an executive director of Chengdu Nanjiang
Engineering Technology Co., Ltd. since April 2012; served as chairman of Ningbo
Morsh Technology Co., Ltd. from May 2012 to April 2013; executive director of
Chongqing Nanjiang Investment Co., Ltd. since March 2013 and chairman of Beijing
Moxi Group Holding Group Co., Ltd. since May 2013.
Listed companies in and out of China that
N/A
controlled in last 10 years
Changes of controlling shareholder in reporting period
□ Applicable √ Not applicable
No changes of controlling shareholder for the Company in reporting period
3. Actual controller of the Company
Nature person
Enjoy the residence power in the other country or area
Actual controller Nationality
(Y/N)
Wang Dong P.R.C N
Successively hold the position of Chairman and Director of Guangzhou Lezent
Communications Technology Co., ltd. from September 2009 to January 2012;
serves as Director of NANJIANG DIAMOND CO., LIMITED since February 2012,
an director of Nanjiang Investment Co., Ltd. (H.K company) and executive director
of Shanghai Nanjian Investment Co., Ltd.; an executive director of Beijing Nanjiang
Occupation or position in latest five years
Investment Co.,, Ltd since March 2012; an executive director of Chengdu Nanjiang
Engineering Technology Co., Ltd. since April 2012; served as chairman of Ningbo
Morsh Technology Co., Ltd. from May 2012 to April 2013; executive director of
Chongqing Nanjiang Investment Co., Ltd. since March 2013 and chairman of
Beijing Moxi Group Holding Group Co., Ltd. since May 2013.
Listed companies in and out of China that
N/A
controlled in last 10 years
Changes of actual controller in reporting period
□ Applicable √ Not applicable
No changes of actual controllers for the Company in reporting period
Property right and controlling relationship between the actual controller and the Company is as follow:
Wang Dong
29.49%
CHENGDE NANJIANG CO., LTD.
34
承德南江股份有限公司 2014 年年度报告全文
Actual controller controlling the Company by entrust or other assets management
□ Applicable √ Not applicable
4. Particulars about other legal person shareholders with over 10% shares held
□ Applicable √ Not applicable
IV. Share holding increasing plan proposed or implemented in reporting period from
shareholder of the Company and its concerted action person
□ Applicable √ Not applicable
As far as the Company known, there are no shareholders of the Company and their concerted action people propose or implement
overweight in the Period
35
承德南江股份有限公司 2014 年年度报告全文
Section VII. Preferred Stock
□ Applicable √ Not applicable
The Company had no preferred stock in the reporting.
36
承德南江股份有限公司 2014 年年度报告全文
Section VIII. Particulars about Directors, Supervisors and Senior
Executives and Employees
I. Changes of shares held by directors, supervisors and senior executives
Increasing Decreasing
Shares Shares
shares held shares held
Working Start dated End date held at held at
Title Sex Age of office of office in this in this
Name status period-beg period-end
term term
period period
in (Share) (Share)
(Share) (Share)
Currently 2012-12-2 2015-04-2
Li Weimin Chairman M 52 0 0 0 0
in office 8 6
Secretary
Leave 2013-07-0 2014-07-0
Li Weimin of the M 52 0 0 0 0
office 5 4
Board
Zhao Director& Currently M 2012-04-2 2015-04-2
38 0 0 0 0
Yongsheng GM in office 7 6
Zhao Currently M 2013-07-2 2015-04-2
CFO 38 0 0 0 0
Yongsheng in office 5 6
Cheng Currently M 2012-04-2 2015-04-2
Director 46 0 0 0 0
Ducai in office 7 6
Wang Currently M 2012-07-3 2015-04-2 208,324,80 208,324,80
Director 42 0 0
Dong in office 1 6 0 0
Chen Currently M 2012-07-3 2015-04-2
Director 40 0 0 0 0
Weihuan in office 1 6
Guo Independe Currently M 2012-07-3 2015-04-2
44 0 0 0 0
Huibin nt director in office 1 6
Zhang Independe Currently M 2012-07-3 2015-04-2
61 0 0 0 0
Zhiyong nt director in office 1 6
Cao Independe Currently M 2012-04-2 2015-04-2
48 0 0 0 0
Guohua nt director in office 7 6
Chairman M
of
Currently 2012-04-2 2015-04-2
Xie Yu Supervisor 41 0 0 0 0
in office 7 6
y
Committee
Currently 2012-04-2 2015-04-2
Wei Lei Supervisor F 37 0 0 0 0
in office 7 6
37
承德南江股份有限公司 2014 年年度报告全文
Hao Employee Currently M 2012-04-2 2015-04-2
39 5,900 0 0 5,900
Guangxin supervisor in office 7 6
Wang Deputy Currently M 2013-10-1 2015-04-2
58 0 0 0 0
Xiashu GM in office 1 6
Sun GM Currently M 2013-10-1 2015-04-2
51 0 0 0 0
Hongwei assistant in office 1 6
Secretary F
Li Currently 2014-07-0 2015-04-2
of the 30 0 0 0 0
Wenying in office 4 6
Board
208,330,70 208,330,70
Total -- -- -- -- -- -- 0 0
0 0
II. Post-holding
Major working experience of directors, supervisors and senior executive at the present in latest five years
Li Weimin: male, born in 1963 and has a graduate diploma. He worked in 1 st section of Ministry of Metallurgical Industry and
Zhongjian Law Practice Center; he works in China Kejian Co., Ltd. since October 2001 to May 2014; hold secretary of the Board for
China Kejian Co., Ltd. since April 2003 to July 2013; hold director for China Kejian Co., Ltd. since April 2003 to May 2014; and he
successively serves as Director, deputy chairman of the Company since July 2012, he is the Chairman of the Company right now.
Zhao Yongsheng, male, born in January 1977, he owes a university degree. He served as GM for WholeWise Sci.& Tech. Co., Ltd
and Netcom division from 1999 to 2006; and served as GM of Shenzhen XinJinDa Investment Co., Ltd. from 2006 to 2012. He
serves as director, GM and CEO of the Company since 2012.
Cheng Ducai, male, born in January 1969, party member of the CPC, an accountant, he owes a university degree. He successively
served as office of financial dept., directors and deputy directors of China Resources Recycling Corporation; he also served as CFO
of Beijing XinLianXieChuang Real Estate Development Co., Ltd, Chairman of Beijing XinLian JinDa Investment Co., Ltd, and
deputy chairman of Tibe Yalong Tibetan Medicine Co., Ltd.; now he is the Director of the Company.
Wang Dong, male, born in 1973 and has a graduate diploma. He served as director and GM of China Kejian Co., ltd. from March
2005 to December 2011; successively hold the position of Chairman and Director of Guangzhou Lezent Communications
Technology Co., ltd. from September 2009 to January 2012; serves as Chairman of Shenzhen Dongfeng Group Co., Ltd since April
2011; the Director of NANJIANG DIAMOND CO., LIMITED since February 2012; and now is the Director of the Company.
Chen Weihuan, male, born in December 1975, an accountant with university degree. He successively served as manager of financial
dept. of WholeWise Sci.& Tech. Co., Ltd, as CFO of China Kejian Co., ltd., CFO of the Shanghai Nanjiang Group Co.,Ltd., deputy
GM of Shenzhen DongFeng Group Co., Ltd., Director of the Beijing Moxi Group Co., Ltd. and Director of Hangzhou Nanjiang
Robot Co., Ltd. Now he is the Director of the Company.
Cao Guohua, male, born in 1967, PhD in Management, professor and tutor of a Ph.D student for School of Economics and Business
Administration, Chongqing University. He was selected as the elite talent of new century of Ministry of Education in 2007. He
successively served as independent directors of Guizhou Lark Co., ltd. and Balance Auto Insurance Co., Ltd. Serves as independent
director of the Chongqing Yukaifa Co., Ltd. since August 2012; the outside director of Chongqing Tourism Investment Group Co.,
38
承德南江股份有限公司 2014 年年度报告全文
Ltd. since June 2014 and independent director of Chongqing Rural Commercial Bank Co., Ltd. Now he is the independent director of
the Company.
Guo Huibin, male, born in September 1971,an accountant, master of economics. He served as financial analyst of financial dept. of
China Railway Signal & Communication Corp. from April 1996 to March 1997; worked in management dept. of branch of Lenovo
from March 1997 to February 1999; worked as GM of Kunming Branch from March 1999 to February 2001; from March 2001 to
September 2004 he worked as deputy GM of business management dept. of Digital China Integrated System; from June 2005 to
September 2007 he served s GM for Beijing XinNuo Zhiye Technology Development Co., Ltd.; he served as GM of Beijing Fangbo
Shidai Technology Co., Ltd. from October 2007 to March 2011 and served as Chairman of Tianjin One-Selected Equity Fund
Management Co., Ltd. from March 2011 to July 2012 and now he is the independent director of the Company.
Zhang Zhiyong, male, born in November 1954 and on-job postgraduates, a chief editor (deputy senior). He dedicated to news for
almost thirty years, and he successively served as the director of People‘s Broadcasting Station of Baicheng City, Jilin Province, the
director of Baicheng Daily; director of editorial board for Shenzhen Financial Post; he serves as director, member of editorial board
and deputy President of Securities Times since February 1994; also he took post of independent director of China Kejian Co., ltd.
since May 2010 to June 2014, serves as independent director of the Shenzhen Agricultural Products Co., Ltd. since March 2015 and
independent director of Guangdong Silver Age Holdings LTD. since July 2014. now he is independent director of the Company.
Xie Yu, male, born in 1974, graduated from Chongqing University; from September 1998 to May 2000 he served as engineers for
Chongqing Branch of China Unicom; from May 2000 to January 2003 he served as Manager of WholeWise Sci.& Tech. Co., Ltd;
served as deputy GM of Beijing Times WholeWise Software Tech. Co., Ltd. from January 2003 to September 2004; from September
2004 to September 2007 he served as GM for Beijing Tibet Beidou Star Group Co., Ltd; he successively serves as GM assistant ,
director and deputy president of Sichuan Direction Photoelectricity Co., Ltd. since September 2007 to March 2012; deputy GM of
Beijing Nanjiang Inevstment Co., Ltd. from March 2012 to September 2014, and serves as GM of Hangzhou NanjianG Robot Co.,
Ltd since September 2014, now he is the chairman of supervisory committee of the Company.
Wei Lei, female, born in 1978, the junior college educational background; from July 1997 to December 2008 she worked as
accountant for Xinzhi Technology Co., Ltd. and act as financial manager of Shenzhen Branch of Xinzhi Technology Co., Ltd.; she
serves as accountant of Shenzhen Xinjinda Investment Holding Co., Ltd. since January 2009, now she is the supervisor of the
Company.
Hao Guangxin, male, born in 1976, graduated from technical secondary school; he worked in former Dixian Co., ltd in 1996; and he
successively act as director of Making Factory, officer and director of comprehensive business division and office director of
Chengde Dalu Co., Ltd.; now he serves as employee supervisor of the Company.
Wang Xiashu, male, born in 1957, graduated from university; he successively served as deputy director of Fuzhou 2 nd Printing
Factory, deputy GM of branch of Fujian Computer Company, deputy GM of Fujian Union Intelligent Equipment Co., Ltd., director
and deputy GM of Beijing Mingda Real Estate Development Co., Ltd, director and deputy GM of Beijing Bihu Entertainment
Development Co., Ltd, chairman and GM of Beijing Wanbo Technology Development Co., Ltd, director and deputy GM of Beijing
Millenniums Investment Co., Ltd., legal person and GM of Shandong Changle Changyuan Real Estate Co., Ltd. and deputy GM of
Fujian Yumin Investment Co., Ltd.; he served as GM assistant of the Company from April 2012 to October 2013 and serves as deputy
GM of the Company now.
Sun Hongwei, male, born in 1964, a high school background, worked in Chengde Dixian Knitting Co., Ltd. in 1986, and successively
39
承德南江股份有限公司 2014 年年度报告全文
served as chief of electrial and mechanical department of Dye Plant, GM of infrasturcture division for electromechanical device,
person in charge of the preparatory office of Xingye Paper Making, manager of Xingye Paper Making Company and manager of
engineering department of Chengde Nanjiang Co., Ltd.
Li Wenying, femal, born in 1985, a university degree. She served as planning specialist and system support administrator of the
Joyoung Co., Ltd. from July 2008 to October 2010; and worked in security department of Chengde Nanjiang Co., Ltd. in November
2010; she serves as GM of the security department of Chengde Nanjiang Co., Ltd. since April 2012. Now she is the secretary of the
Baord of the Company.
Post-holding in shareholder‘s unit
□ Applicable √ Not applicable
Post-holding in other unit
√Applicable □Not applicable
Receiving
Start dated of End date of
Name Name of other units Position remuneration from
office term office term
other units (Y/N)
Cheng Ducai Beijing XinLian JinDa Investment Co., Ltd GM 2005-04-15 Y
Wei Lei Shenzhen XinJinDa Investment Co., Ltd Accountant 2009-01-15 Y
Xie Yu Hangzhou Nanjiang Robot Co., Ltd. GM 2014-09-30 Y
Wang Dong Shanghai Nanjiang (Group) Co., Ltd. Director, GM 1993-07-16 N
Executive N
Wang Dong Shanghai Nanjiang Investment Co., Ltd. 2013-02-20
director
Shanghai Nanjiang International Trade Executive N
Wang Dong 2013-07-31
Co., Ltd. Director, GM
Chairman, N
Wang Dong Shenzhen DongFeng Group Co., Ltd. 2011-04-19
GM
Shenzhen Xinjinda Invesment Holding Executive N
Wang Dong 2005-06-01
Co., Ltd. director
Wang Dong Beijing Moxi Group Co., Ltd Director 2013-05-06 N
Executive N
Wang Dong Beijing Nanjiang Investment Co., Ltd. 2012-03-26
director
Executive N
Wang Dong Chongqing Nanjiang Investment Co., Ltd. 2013-03-05
director
Chengdu Nanjiang Engineering Executive N
Wang Dong 2012-04-26
Technology Co., Ltd. director
Executive N
Wang Dong Xizhe Investment Co., Ltd. 2014-06-03
Director, GM
Wang Dong Xizang Nanjiang Investment Co., Ltd. Executive 2014-06-23 N
40
承德南江股份有限公司 2014 年年度报告全文
Director, GM
Chen Weihuan Shenzhen DongFeng Group Co., Ltd. CFO 2011-04-19 N
Chen Weihuan Hangzhou Nanjiang Robot Co., Ltd. Director 2014-09-30 N
Chen Weihuan Beijing Moxi Group Co., Ltd Director 2013-05-06 N
Li Weimin Shenzhen DongFeng Group Co., Ltd. Deputy GM 2011-04-19 N
Explanation on
The above mentioned was the post-holding conditions for director, supervisor and senior executives of the
post-holding in
Company; post-holding of independent directors found more in individual CV.
other unit
III. Remuneration for directors, supervisors and senior executives
Decision-making procedures, recognition basis and payment for directors, supervisors and senior executives
Decision-making procedures, recognition basis and payment for directors, supervisors and senior executives
Decision-making procedures: remuneration & appraisal committee proposed remuneration plan, and being approved after
deliberation by the Board, submitted for approval to shareholders‘ general meeting.
Recognition basis: based on the industry and scales of the remuneration standards, formulate remuneration combine with actual
operation status of the Company.
Payment: distribute monthly according to remuneration plan
In reporting period, the in-post directors, supervisors and senior executives (not including independent directors) received
remuneration from the Company totally approximately as RMB 1,543,000.
Remuneration for directors, supervisors and senior executives in reporting period
In ten thousand Yuan
Total
Total Remuneration
remuneration
Post-holding remuneration actually
Name Title Sex Age obtained from
status obtained from obtained at
shareholder‘s
the Company period-end
unit
Currently in
Li Weimin Chairman M 52 9.96 0 9.96
office
Zhao Director& Currently in
M 38 24.27 0 24.27
Yongsheng GM& CFO office
Currently in
Wang Dong Director M 42 9.96 0 9.96
office
Currently in
Chen Weihuan Director M 40 9.96 0 9.96
office
Currently in
Cheng Ducai Director M 46 21.96 0 21.96
office
Independent Currently in
Guo Huibin M 44 9.96 0 9.96
director office
Zhang Zhiyong Independent M 61 Currently in 9.96 0 9.96
41
承德南江股份有限公司 2014 年年度报告全文
director office
Independent Currently in
Cao Guohua M 48 9.96 0 9.96
director office
Chairman of
Currently in
Xie Yu supervisory M 41 0 0 0
office
committee
Currently in
Wei Lei Supervisor F 37 0 0 0
office
Employee Currently in
Hao Guangxin M 39 12.76 0 12.76
supervisor office
Currently in
Wang Xiashu Deputy GM M 58 12.77 0 12.77
office
Currently in
Sun Hongwei GM assistant M 51 12.77 0 12.77
office
Secretary of Currently in
Li Wenying F 30 10.01 0 10.01
the Board office
Total -- -- -- -- 154.3 0 154.3
Delegated equity incentive for directors, supervisors and senior executives in reporting period
□ Applicable √ Not applicable
IV. Changes of directors, supervisors and senior executives
Name Title Type Date Reasons
Secretary of the
Li Weimin Leave office 2014-07-04 Post adjustment
Board
Secretary of the
Li Wenying Appointment 2014-07-04 Appointment secretary of the Board
Board
V. Changes of core technology team or key technicians in reporting period (not including
directors, supervisors and senior executives)
Core technology team has no changed in reporting period
VI. Particulars of workforce
(I) Employees in-post
Ended as 31 December 2014, the Company owes 133 employees in-post totally
(II) Professional constitution and education background:
Major composition Production staff Sales man Technicist Financial staff Administrative
42
承德南江股份有限公司 2014 年年度报告全文
staff
Numbers 54 7 10 7 55
Education Doctor Master Undergreaduate Junior college Higher school and
background below
Numbers (person) 1 5 10 27 90
43
承德南江股份有限公司 2014 年年度报告全文
Section IX. Corporate Governance
I. Corporate governance
In reporting period, the Company complied to laws and rules such as the Company Law, the Security Law, the Governance Rules of
Listed Companies, related regulations of CSRC and the Stock Listing Rules for Shenzhen Stock Exchange, the Normalized
Operation Norms for Listed Companies as well as relevant laws and regulations, standardized the operation, continues to improved
and perfected the structure for corporate governance. Actual condition of the corporate governance almost consistent with
requirement and regulations of normative documents of relevant laws and statute
1. Shareholders and the Shareholders‘ General Meeting:
The Company set up Rules of Procedure of Shareholders‘ General Meeting and was able to convene and hold the Shareholders‘
General Meeting strictly according to the requirement of normative opinions of the Shareholders‘ General Meeting and the procedure
of the meeting was legal. The Company ensures that all shareholders share the actual information of the Company equally and
guarantee the legal rights of medium and small shareholders.
2. Relation of the controlling shareholder and the listed company:
The Company is completely independent from the controlling shareholder in terms of personnel; assets, finance, organization and
business, there are no decision-making and operation activities of the Company that being interfered directly or indirectly by
controlling shareholder over the shareholders‘ general meeting, and no condition of capital and assets of the Company occupied by
controlling shareholder and its related parties either.
3. Directors and the Board of Directors:
The Company elected directors strictly according to the procedure stated in the Articles of Association and engaged independent
directors according to relevant requirements. All directors can take the responsibilities in a diligent attitude on behalf of the
maximum interests of the Company and the shareholders. The Board of Directors established Rules of procedure of the Board of
Directors, implemented patiently the regulations of the laws, regulations and the Articles of Association of the Company, treated all
shareholders fairly and concentrated on the interest of relevant beneficial parties.
Specialized commissions were set up in the board of directors such as audit commission, remuneration and appraisal commission,
strategy commission and nomination commission. They respectively take over function of discussion and determination of significant
events according to corresponding working details.
4. Supervisors and the Supervisory Committee:
The population and constitution of the board of supervisors conform to requirements of the Articles of Association, including 1 staff
representative among the 3 members. The supervisors could carefully exert duties, take necessary check and supervision on finance,
directors, general managers and other senior managerial personnel, thus maintain lawful interests of the Company. The procedure of
assembling and holding of the board of supervisors conform to relevant rules of the Listing Rules, the Articles of Association and the
Parliamentary Procedures of the Board of Supervisor.
5. In aspect of relevant beneficial parties
The Company is able to fully respect and safeguard the legal rights and interests of the bank, other creditors, employees, customers
and other parties of related interests. The Company pays special attention to social welfare, environmental protection and
commonweal cause in the area, while protecting the Company‘s sustainable development and realizing the maximum of the
shareholders‘ interests.
6. In aspect of information disclosure and transparency:
The Company authorized the secretary of the Board of Directors to be responsible for information disclosure, reception of the
shareholders‘ interviewing and consultation. The Company could disclose relevant information in a true, accurate, complete and
timely manner strictly according to provisions of laws, regulations and the Articles of Association so as to ensure equal chances for
44
承德南江股份有限公司 2014 年年度报告全文
all shareholders to obtain information.
Is there any difference between the corporate government, the Company Laws and relevant regulations from CSRC
□ Yes √ No
There are no differences between the corporate government, the Company Laws and relevant regulations from CSRC
Specific activity of the corporate governance as well as formulation and implementation of registration mechanism for insiders
In the reporting period, in strict accordance with relevant requirement and regulations of ―Management System for Information
Disclosure‖ and ―Management System of Information Registration for Person with Knowledge of Inside Information‖ that
formulated, the Company earnestly does a good job in registration management for information and information submit. Name lists
of the person with knowledge of inside information have been well-recorded completely before disclosed in aspect of reporting,
submit, preparation, approval and disclosure. No violation behavior been found in directors, supervisors and senior executives and
other persons with knowledge of inside information, and no supervision measures and administrative penalty been taken for being
suspected of inside trading by supervision departments either.
II. In the report period, the Company held annual general meeting and extraordinary
shareholders’ general meeting
1. Annual General Meeting in the report period
Name of meeting
Session of meeting Date Situation Date of disclosure Index of disclosure
motion
Working Report of
the Board for year of
2013, Working
Report of the
Supervisory
Committee for year
of 2013, Annual
Financial Report of
2013, Profit
Distribution Plan for
Securities Times,
year of 2013, Annual
Hong Kong
Report and
Annual general Commercial Daily
2014-06-19 Summary for year of All pass 2014-06-20
meeting of 2013 and Juchao Website
2013, Engagement
http://www.cninfo.co
of the Audit Organ
m.cn
for Financial
Auditing of 2014,
Engagement of the
Audit Organ for
Internal Control of
2014, Adjustmetn
of the Director‘s
Allowance and
Amendment on
Article of
45
承德南江股份有限公司 2014 年年度报告全文
Association
2. Extraordinary shareholders’ general meeting in the report period
Name of meeting
Session of meeting Date Situation Date of disclosure Index of disclosure
motion
Securities Times,
The first Amendment of Hong Kong
extraordinary Article of Commercial Daily
2014-02-21 All pass 2014-02-22
shareholders‘ general Association of and Juchao Website
meeting 2014 Nanjiang Co., Ltd. http://www.cninfo.co
m.cn
3. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□ Applicable √ Not applicable
III. Responsibility performance of independent directors in report period
1. The attending of independent directors to Board meetings and shareholders’ general meeting
The attending of independent directors
Times of Board
Absent the
meeting Times of Times of
Times of Times of Meeting for the
Independent director supposed to attending by entrusted
Presence Absence second time in a
attend in the communication presence
row (Y/N)
report period
Cao Guohua 10 0 10 0 0N
Zhang Zhiyong 10 0 10 0 0N
Guo Huibin 10 0 10 0 0N
Times to attended the shareholders
2
general meeting
Explanation of absent the Board Meeting for the second time in a row
Nil
2. Objection for relevant events from independent directors
Whether independent directors come up with objection about company‘s relevant matters or not
□ Yes √ No
Independent directors has no objections for relevant events in reporting period
3. Other explanation about responsibility performance of independent directors
Whether the opinions from independent directors have been adopted or not
√Yes □ No
Explanation on advice that accepted/not accepted from independent directors
46
承德南江股份有限公司 2014 年年度报告全文
According to the requirement of Company Law, Security Laws, Rules for Stock Listing, Article of Association and Working
Mechanism for Independent Directors, independent directors of the Company pay attention to operation of the Company, performing
vary responsibility of independent directors seriously; furthermore, they proactively investigate and studied operation status, business
development and financial status of the Company, strictly supervise standard operation of the Company. Concerning the engagement
of accounting firm, external guarantee, profit distribution plan and self-evaluation report of internal control, they carry out specific
explanation and independent opinions; and fulfill responsibility to propose scientific and reasonable opinions and recommendation
for operation and development of the Company base on their own professional knowledge, which protect all interest of the
shareholders for the Company. In the report period, independent directors have no objections on relevant issues of the Company.
IV. Responsibility performance of subordinate special committee of the Board in report
period
1. Responsibility performance of Auditing Committee
In the report period, auditing committee followed related regulation of Annual Report Work Regulations of Audit Committee,
seriously fulfilled their duties: examine accounting policy, financial system and financial status of eth Company for year of 2014 as
well as the improvement and implementation of internal control; auditing company‘s periodic report and financial report; during the
preparation, they cooperated with auditing institution to ensure the reality, accuracy and completeness of periodic report, and
summary the annual work of auditing institution
2. Responsibility performance of Nomination Committee
In the reporting period, nomination committee in line with related regulation of CSRC and Shenzhen Stock Exchange,
conscientiously performed their duties, reviewed the appointment qualification and competency-based for the Board, supervisory
committee and senior executives: the person shall required relevant professional knowledge and ability of decision-making,
supervision and cooperation, and be qualified for relevant positions, the qualification meets regulations from the Company Law,
Governance Rules for Listed Companies and Article of Association.
3. Responsibility performance of Remuneration and Appraisal Committee
In reporting period, in strict accordance with ―Working Rules of Remuneration and Appraisal Committee‖, the committee earnestly
perfom their duties, mainly in charge of the formulation of assessment standards for directors and senior executives, and carried out
evaluations; formulated and reviewed the remuneration policy and plan for directors and managers and directring the Board to
improve remuneration system of the Company.
4. Responsibility performance of Strategy Committee
In the reporting period, strategy committee in line with related regulation of CSRC and Shenzhen Stock Exchange, conscientiously
performed their duties, carried on research and proposed advice on the development strategy plans of the Company as well as the
major events that may impact on the Company‘s development in the future; they broadly responsible for the strategic macro
manaegment of the Company, strategy formulation, planning approval and supervision implementation, and study the annual strategy
development needs of the Company, development planning, strengthen scientific of decision-making, improved the decision-making
efficiency for major investment and decision-making quality, perfected the structure of corporate governance.
V. Works from Supervisory Committee
Whether the Company has risks or not in reporting period that found in supervisory activity from supervisory committee
□ Yes √ No
Supervisory committee has no objection about supervision events in reporting period
In 2014, all supervisor of the supervisory committee in a responsible manner for general meeting and whole shareholders,
conscientiously abide by the State Laws, regulations and Article of Association, diligent and responsible, forge ahead, giver full play
to the due role of supervisory committee in the Company.
47
承德南江股份有限公司 2014 年年度报告全文
(I) Meeting of the supervisory committee and resolutions in Period
Supervisory committee held 4 meetings in the Period with contents as:
1. On 23 April 2014, the 8th meeting of 5th session of supervisory committee was held on way of communication. Proposals below are
been deliberated and approved:
(1) Deliberated and passed the ―Working Report of Superviosry Committee for year of 2013‖;
(2) Deliberated and passed the ―Financial Report of 2013‖;
(3) Deliberated and passed the ―Annual Report of 2013 and Summary‖
(4) Deliberated and passed the ―Self-appraisal Report of Internal Control for year of 2013‖
The resolution notice was released on Hong Kong Commercial Daily, Securities Times and Juchao Website
http://www.cninfo.com.cn dated 25 April 2014.
2. On 28 April 2014, the 9th meeting of 5th session of supervisory committee was held on way of communication. Deliberated and
approved the ―1Q Report of 2014 and Summary‖. The resolution was submitted for a record in Shenzhen Stock Exchaneg on 28
April 2014.
3. On 25 August 2014, the 10th meeting of 5th session of supervisory committee was held on way of communication. Deliberated and
approved the ―Semi-Annual Report of 2014 and Summary‖. The resolution was submitted for a record in Shenzhen Stock Exchaneg
on 25 August 2014.
4. On 27 October 2014, the 11th meeting of 5th session of supervisory committee was held on way of communication. Deliberated and
approved the ―3Q Report of 2014 and Summary‖. The resolution was submitted for a record in Shenzhen Stock Exchaneg on 27
October 2014.
(II) Independent oponion on relevant events of the Company for year of 2014
1. Independent oponion on operate according to law regulations
In accordance with relevant laws and regulations of the State, supervisory committee supervised the convening procedures of the
Board Meeting and resolutions, execution of general meeting‘s resolution by the Board, duty performance of senior executives and
management system of the Company. They considered that as for the work for year of 2013, the Board carried out standard
operations in strict accordance with the Company Law, Securities Law, Listing Rules, Article of Association as well as other
regulations and mechanism, responsible and conscientious, making operation decisions scientifically and reasonably, further to
improved the internal managemetn system and internal control mechanism, established a favorable IC mechanism; no interest of the
Company was violated and behavior against the laws, regulations, article of associations in way of duty performance from the
directors and managers been found.
2. Independent oponion on financial consition of the Company
Supervisory committee exercise carefully and dilligent examination on the finanical system and financial status of the Company, they
considered that real financial status and operation results of the Company have been reflected in the finacnal reprot of 2013.
3. Independent oponion on latest actual investment of raised fund
The Company has no fund raised in the reporting period.
4. Independent oponion on related transaction
Related transactions occurred in the Period:
(2) On 7 March 2014, Chengde Nanjiang Co., Ltd.and Chengde Nanjiang Ecological Agriculture Co., Ltd. entered into the
―Supplementatry Agreement of Long-term Strategy Cooperation Agreement‘‖ with Cloud Live Technology Group Co., Ltd. (―Cloud
Live‖ for short) in Beijing, agreed to conferring amount credit for good supplying limit of 10 million Yuan at most (10 million Yuan
included) in every 12 months to Cloud Live. The affiliated director Mr. Wang Dong avoid the voting. The routine related transaction
is the operation needs of the Company, pricing of the trading is follow the market principle, the supplementary agreement further to
well-defined the liability for breach of contract and benefit the interest of the Company. By means of confer the credit limit for good
48
承德南江股份有限公司 2014 年年度报告全文
supplying, competitive advantage of Eco-Agreculature has been elarged, and play a positive role in long-term cooperation between
the two parties. And there are interest of the Company and shareholders are been damaged or cause assets of the Company loss
5. Independent oponion on acquisition of assets sold
Acquisition and sales of the assets are runs in a reasonable price, no interest of part of the shareholders been violated or assets of the
Company loss been found.
6. Self-appraisal of internal control
In line with relevant regulation of CSRC and Shenzhen Stock Exchange, the Company follow basic principle of internal control,
according to actual condition, established and improved an internal control system that covers all aspects of the Company, guarantee
business activities operates normally, protect the safety and completion of assets. In the reporting period, no situation of violation of
―Guideline of Internal Control for Listed Companies‖ and IC system of the Company been found. In conclusion, the supervisory
committee considered that the self-appraisal report of the internal control reflects a real, accurate condition of the Company in aspect
of internal control, therefore, supervisory show no objections.
VI. Independency of the Company relative to controlling shareholders’ in aspect of businesses,
personnel, assets, organization and finance
The company is completely independent from the controlling shareholder in terms of personnel, assets, finance, organization and
business for independent responsibility and risks undertake, owes an independent business and ability of self operation.
1. In aspect of personne: The Company has an independent manaegment of labor force, human resources and salary. Senior executive
of the Company did not take double position in the listed company and controlling sharehodlers and with no remuneration received
etiher.
2. In aspect of assets: the Company has a clear property relations with its controlling shareholder, and assers of the Company is
totally independent of controlling shareholder. The Company holds completely control and desposition over the assets, there are no
assets or capital occupied by controlling shareholders with interest of the Company damaged.
3. In aspect of finance: The Company has independent financial department, whole, independent and normatively operated business
accounting system and financial administration system and independent bank account.
4. In aspect of organization independence: The Company‘s organizations are wholly independent and the offices of the Company are
wholly separated from the controlling shareholder.
5. In aspect of business: The Company is independent from the controlling shareholder in terms of businesses and has independent
and whole business and operating ability.
VII. Horizontal Competition
□ Applicable √ Not applicable
VIII. Appraisal and incentive mechanism for senior executives
Senior executives‘ annual remuneration is paid monthly. They based on rules of salary management and level standard made by the
company. They made the remuneration case for senior manager based on the annual examination of their work ability, performance
and accomplishment of duty goals.
49
承德南江股份有限公司 2014 年年度报告全文
Section X. Internal control
I. The Construction Situation of Internal Control
In accordance with the Company Law, Securities Law, Standard Operational Guide for Listed Company in Main
Board of Shenzhen Stock Exchange, Basic Norms of Enterprise Internal Control and supporting guide and other
requriements, many internal control system has been formulated and perfected in aspect of the business included
in evaluation scope with efficiency execution. During the period, the Company evaluated the internal control, and
there are no major deficits and major errors been found in internal control of the Company.
II. Statement of the Board of Directors on Responsibility of Internal Control
In line with the regulation mechanism of enterprise‘ internal control, Board of the Company has responsibility to
established and improve its internal control and implemented internal control effectively, evaluate the
effectiveness and release the evaluation report of internal control strictly according to the facts. Supervisory
committee kept eyes on the implementation and establishment of internal control from the Board. Managers are
responsible for organizing and leading the daily running of the Company‘s internal control. Board of the Company,
Supervisory Committee, Directors, Supervisors and Senior Executives guarantee that there are no any fictitious
statements, misleading statements or important omissions carried in the Report, and shall take all responsibilities,
individual and/or joint, for the reality, accuracy and completion of the whole contents.
The Company‘s internal control aims at guarantee a legal operation management reasonably, assets safety, the real
and completion of the financial report and relevant information, improve the business results and achieve the
development strategy. Due to the inherent limitation of the internal control, changes of the external macroscopic
enviornmetn and policy might resulted the in-applicability or errors on original controlling activity. Therefore, the
Company will supplement and improved the internal control mechanism on time, for purpose of providing a
strong guaratnee to the achievement of strategy and operation target of the Company and turth-ness and
complete-nes of the financial report. Furthermore, inappropriate internal control may be resulted by the changes of
conditions, or failure of controlling policy and procedures implementation, the validity of internal control that
calculated according to evaluation results of internal control has a certain risks.
III. Bases for establishment of financial report internal control
The Company complied with Accounting Laws, Accounting Standards for Enterprises, Regulation of Internal
Control and supporting guidelines as well as regulations and rules, formulated and implemented financial
management system. The installation and division of accounting posts was clear, separated from each other and
restrained each other with post duty system; in aspect of financial report, the Company had built a series of
complete financial report system and internal control system of financial report. The production procedure of
financial report was scientific and complete. As to the data, the core was controlled, the collection was efficient,
and that analysis and handle was conducted; As for annual report audit, the Company formulated the Annual
Report Working Procedure for Audit Commission of the Board of Directors and the Annual Report Working
Procedure for Independent Directors. Audit Commission and independent directors practically fulfilled duties
with full responsibility diligently. The legal representative, chief accounting charger and charger of accounting
institution were responsible for the authenticity and completeness of the Company. In the reporting period,
financial staff of the Company in strict accordance with relevant laws and regulations as well as internal control
system of the financial report, carried out financial management and accounting treatment pursuant to the law,
internal control of the financial report operates efficiency and correctly without major deficits.
IV. Appraisal report of internal control
50
承德南江股份有限公司 2014 年年度报告全文
Details of major defects in appraisal report that found in reporting period
N/A
Date of appraisal report of internal
2015-04-29
control disclosed (full-text)
Index of appraisal report of internal
Juchao Website: www.cninfo.com.cn
control disclosed (full-text)
V. Auditing report and authentication report of internal control
Auditing report of IC
Deliberation section of auditing report of IC
In our opinion, the Company, in line with Basic Norms of Enterprises Internal Control and relevant regulations, shows an
effectiveness internal control of financial report in all major aspects dated 31 December 2014.
Disclosure date of audit report of
2015-04-29
internal control (full-text)
Index of audit report of internal
Juchao Website: www.cninfo.com.cn
control (full-text)
Issued a modified audit opinions for internal control
□Yes √No
Auditing report of internal control issued by CPA shows the same opinion as self-evaluation report issued by the Board
√ Yes □ No
VI. Establishment and enforcement of Accountability Mechanism for Major Errors in Annual
Report
The company formulated ―Accountability Mechanism for Major Errors in Disclosure of Annual Report Information‖, which defined
the situation of major errors for disclosure of annual report information, the type of accountability and its kind. It helps to disclose
annual report information. No correction of major accounting errors, supplementation of major omission information and amendment
of performance prediction occurred in the report period.
51
承德南江股份有限公司 2014 年年度报告全文
Section XI. Financial Report
I. Audit report
Type of audit opinion Standard unqualified
Date for audited report signed 2015-04-27
Name of audit institution 大华会计师事务所（特殊普通合伙）
Reference number 大华审字[2015]004631 号
CPA Fan Rong, Han Junmin
Text of Auditor‘s Report
Auditor’s Report
Dahua Shen Zi [2015]No. 004631
To Chengde Nanjiang Co., Ltd.:
We have audited the Companying consolidated and parent Company‘s financial statements of Chengde Nanjiang
Co., Ltd. (―Chengde Nanjiang‖ for short), including balance sheet of 31 December 2014, and profit statement for
year of 2014, cash flow statement and statement on changes of shareholders‘ equity for the year ended, and notes
to the financial statements for the year ended.
I. Auditing reprot carried out on the Financial Statement
(I) Management’s Responsibilities for the Financial Statements
Management of the Company is responsible for the preparation and fair presentation of these financial statements.
This responsibility includes: (1) preparing the financial statements in accordance with the requirements of
Accounting Standards for Business Enterprises to achieve a fair presentation; (2) designing, implementing and
maintaining internal control that is necessary to ensure that the financial statements are free from material
misstatements, whether due to frauds or errors.
(II) Auditor’s Responsibilities
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with Auditing Standards for Certified Public Accountants in China. Those standards require
that we comply with professional and ethical requirements of Chinese certified public accountants, and plan and
perform the audit to obtain reasonable assurance whether the financial statements are free from material
misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor‘s judgments, including the assessment of the
risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk
assessments, we consider the internal control relevant to the preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the internal control other than the effective-ness of the internal
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承德南江股份有限公司 2014 年年度报告全文
control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness
of accounting estimates made by the 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.
(III) Opinion
In our opinion, in all material aspects, Chengde Nanjiang‘s financial statements have been prepared in accordance
with the Accounting Standards for Business Enterprise, and they fairly present the financial status of the
consolidated and parent company‘s as of December 31, 2014, and its operation results and cash flows for the year
ended.
DaHua CPA (LLP) Certified Public Accountant of China:Fan Rong
Shanghai, China
Certified Public Accountant of China: Han Junmin
27 April 2015
II. Financial Statement
Statement in Financial Notes are carried in RMB/CNY
1. Consolidated Balance Sheet
Prepared by Chengde Nanjiang Co., Ltd
2014-12-31
In RMB
Item Closing balance Opening balance
Current assets:
Monetary funds 36,998,545.17 89,426,891.22
Settlement provisions
Capital lent
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Notes receivable
Accounts receivable 2,722,676.66 117,180.60
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承德南江股份有限公司 2014 年年度报告全文
Accounts paid in advance 7,780,145.39 33,836,310.22
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance
receivable
Interest receivable
Dividend receivable
Other receivables 11,008,292.44 4,976,108.67
Purchase restituted finance asset
Inventories 515,713,286.09 190,569,964.32
Divided into assets held for sale
Non-current asset due within one
year
Other current assets 24,131,851.80 4,478,158.24
Total current assets 598,354,797.55 323,404,613.27
Non-current assets:
Loans and payments on behalf
Finance asset available for sales
Held-to-maturity investment
Long-term account receivable
Long-term equity investment 6,684,960.46 6,626,905.49
Investment property
Fixed assets 10,294,681.90 11,296,353.61
Construction in progress
Engineering material
Disposal of fixed asset
Productive biological asset 640,727.71 258,190.34
Oil and gas asset
Intangible assets 11,902,512.97 28,721,653.41
Expense on Research and
Development
Goodwill 0.00 1,809,762.89
Long-term expenses to be
8,588,027.16 7,811,572.52
apportioned
Deferred income tax asset 834,223.19 834,223.19
Other non-current asset 5,201,365.53
Total non-current asset 44,146,498.92 57,358,661.45
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承德南江股份有限公司 2014 年年度报告全文
Total assets 642,501,296.47 380,763,274.72
Current liabilities:
Short-term loans
Loan from central bank
Absorbing deposit and interbank
deposit
Capital borrowed
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Notes payable 26,000,000.00
Accounts payable 10,425,920.41 3,660,631.16
Accounts received in advance 290,954,152.81 53,821,113.16
Selling financial asset of
repurchase
Commission charge and
commission payable
Wage payable 6,233,580.16 6,205,363.50
Taxes payable 10,023,172.67 18,026,904.58
Interest payable
Dividend payable
Other accounts payable 14,624,828.17 36,044,983.70
Reinsurance payables
Insurance contract reserve
Security trading of agency
Security sales of agency
Divided into liability held for sale
Non-current liabilities due within 1
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 stock
Perpetual capital
securities
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承德南江股份有限公司 2014 年年度报告全文
Long-term account payable
Long-term wages payable
Special accounts payable
Projected 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
Owner‘s equity:
Share capital 706,320,000.00 706,320,000.00
Other equity instrument
Including: preferred stock
Perpetual capital
securities
Capital public reserve 456,470,388.64 456,470,250.78
Less: Inventory shares
Other comprehensive income
Reasonable reserve
Surplus public reserve 76,791,550.17 76,791,550.17
Provision of general risk
Retained profit -949,599,922.37 -1,029,880,318.18
Total owner‘s equity attributable to
289,982,016.44 209,701,482.77
parent company
Minority interests 20,257,625.81 27,302,795.85
Total owner‘s equity 310,239,642.25 237,004,278.62
Total liabilities and owner‘s equity 642,501,296.47 380,763,274.72
Legal Representative: Li Weimin Person in charge of Accounting Works: Zhao Yongsheng
Person in charge of Accounting Institution: Liu Fengguo
2. Balance Sheet of Parent Company
In RMB
Item Closing balance Opening balance
Current assets:
Monetary funds 18,291,266.59 5,681,141.82
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承德南江股份有限公司 2014 年年度报告全文
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Notes receivable
Accounts receivable
Account paid in advance 1,372,194.98 25,000,000.00
Interest receivable
Dividends receivable
Other receivables 16,638,184.13 316,143.39
Inventories 490,087,338.82 161,600,661.40
Divided into assets held for sale
Non-current assets maturing 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 investments
Long-term receivables
Long-term equity investments 157,284,836.37 152,284,669.73
Investment property
Fixed assets 1,183,425.73 1,314,384.81
Construction in progress
Project materials
Disposal of fixed assets
Productive biological assets
Oil and natural gas assets
Intangible assets 15,699,628.36
Research and development costs
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
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承德南江股份有限公司 2014 年年度报告全文
Total assets 704,450,931.89 361,897,379.51
Current liabilities:
Short-term borrowings
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Notes payable
Accounts payable 3,625,964.00
Accounts received in advance 277,140,032.59 40,423,500.00
Wage payable 628.22
Taxes payable 49,975.30 -58,959.68
Interest payable
Dividend payable
Other accounts payable 243,993,740.20 299,169,464.74
Divided into liability held for sale
Non-current liabilities due within 1
year
Other current liabilities
Total current liabilities 524,810,340.31 339,534,005.06
Non-current liabilities:
Long-term loans
Bonds payable
Including: preferred stock
Perpetual capital
securities
Long-term account payable
Long-term wages payable
Special accounts payable
Projected liabilities
Deferred income
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities 524,810,340.31 339,534,005.06
58
承德南江股份有限公司 2014 年年度报告全文
Owners‘ equity:
Share capita 706,320,000.00 706,320,000.00
Other equity instrument
Including: preferred stock
Perpetual capital
securities
Capital public reserve 449,366,024.55 449,365,886.69
Less: Inventory shares
Other comprehensive income
Reasonable reserve
Surplus reserve 76,791,550.17 76,791,550.17
Retained profit -1,052,836,983.14 -1,210,114,062.41
Total owner‘s equity 179,640,591.58 22,363,374.45
Total liabilities and owner‘s equity 704,450,931.89 361,897,379.51
3. Consolidated Profit Statement
In RMB
Item Current Period Last Period
I. Total operating income 322,502,631.63 363,952,258.89
Including: Operating income 322,502,631.63 363,952,258.89
Interest income
Insurance gained
Commission charge and commission
income
II. Total operating cost 358,297,490.43 364,595,768.48
Including: Operating cost 325,795,009.31 339,083,312.47
Interest expense
Commission charge and commission
expense
Cash surrender value
Net amount of expense of
compensation
Net amount of withdrawal of
insurance contract reserve
Bonus expense of guarantee slip
59
承德南江股份有限公司 2014 年年度报告全文
Reinsurance expense
Operating tax and extras 608,376.03 3,135,115.82
Sales expenses 4,299,230.07 3,263,636.58
Administration expenses 21,550,755.68 21,000,380.87
Financial expenses 1,816,023.18 616,644.15
Losses of devaluation of asset 4,228,096.16 -2,503,321.41
Add: Changing income of fair
value(Loss is listed with ―-‖)
Investment income (Loss is listed
229,054.97 164,602.55
with ―-‖)
Including: Investment income on
58,054.97 53,372.42
affiliated company and joint venture
Exchange income (Loss is listed
with ―-‖)
III. Operating profit (Loss is listed with
-35,565,803.83 -478,907.04
―-‖)
Add: Non-operating income 117,700,572.71 132,325,264.45
Including: Disposal gains of
113,807,781.40 131,918,787.19
non-current asset
Less: Non-operating expense 7,947,685.38 615,794.39
Including: Disposal loss of
989,275.20
non-current asset
IV. Total Profit (Loss is listed with ―-‖) 74,187,083.50 131,230,563.02
Less: Income tax expense 951,857.73 31,295,705.90
V. Net profit (Net loss is listed with ―-‖) 73,235,225.77 99,934,857.12
Net profit attributable to owner‘s of
80,280,395.81 94,806,811.16
parent company
Minority shareholders‘ gains and
-7,045,170.04 5,128,045.96
losses
VI. Net after-tax of other comprehensive
income
Net after-tax of other comprehensive
income attributable to owners of parent
company
(I) Other comprehensive income
items which will not be reclassified
subsequently to profit of loss
60
承德南江股份有限公司 2014 年年度报告全文
1. Changes as a result of
re-measurement of net defined benefit
plan liability or asset
2. Share of the other
comprehensive income of the investee
accounted for using equity method which
will not be reclassified subsequently to
profit and loss
(II) Other comprehensive income
items which will be reclassified
subsequently to profit or loss
1. Share of the other
comprehensive income of the investee
accounted for using equity method which
will be reclassified subsequently to profit
or loss
2. Gains or losses arising
from changes in fair value of
available-for-sale financial assets
3. Gains or losses arising
from reclassification of held-to-maturity
investment as available-for-sale financial
assets
4. The effect hedging portion
of gains or losses arising from cash flow
hedging instruments
5. Translation differences
arising on translation of foreign currency
financial statements
6. Other
Net after-tax of other comprehensive
income attributable to minority
shareholders
VII. Total comprehensive income 73,235,225.77 99,934,857.12
Total comprehensive income
80,280,395.81 94,806,811.16
attributable to owners of parent Company
Total comprehensive income
-7,045,170.04 5,128,045.96
attributable to minority shareholders
VIII. Earnings per share:
(i) Basic earnings per share 0.11 0.13
(ii) Diluted earnings per share 0.11 0.13
61
承德南江股份有限公司 2014 年年度报告全文
Enterprise combine under the same control in the Period, the combined party realized net profit of 0 Yuan before combination, and
realized 0 Yuan at last period for combined party
Legal Representative: Li Weimin Person in charge of Accounting Works: Zhao Yongsheng
Person in charge of Accounting Institution: Liu Fengguo
4. Profit Statement of Parent Company
In RMB
Item Current Period Last Period
I. Operating income 8,217,142.76 9,631,946.56
Less: Operating cost 988,187.82 28,460.39
Operating tax and extras 396,000.00 528,000.00
Sales expenses 529,129.10 240,503.11
Administration expenses 11,207,134.69 7,959,458.53
Financial expenses 961,779.78 1,258.28
Losses of devaluation of asset 45,078.42 3,000.00
Add: Changing income of fair
value(Loss is listed with ―-‖)
Investment income (Loss is
listed with ―-‖)
Including: Investment income
on affiliated company and joint venture
II. Operating profit (Loss is listed
-5,910,167.05 871,266.25
with ―-‖)
Add: Non-operating income 168,058,111.85 21,920.77
Including: Disposal gains of
113,647,960.69
non-current asset
Less: Non-operating expense 4,870,865.53 9,100.00
Including: Disposal loss of
non-current asset
III. Total Profit (Loss is listed with
157,277,079.27 884,087.02
―-‖)
Less: Income tax expense -750.00
IV. Net profit (Net loss is listed with
157,277,079.27 884,837.02
―-‖)
V. Net after-tax of other comprehensive
income
62
承德南江股份有限公司 2014 年年度报告全文
(I) Other comprehensive income
items which will not be reclassified
subsequently to profit of loss
1. Changes as a result of
re-measurement of net defined benefit
plan liability or asset
2. Share of the other
comprehensive income of the investee
accounted for using equity method
which will not be reclassified
subsequently to profit and loss
(II) Other comprehensive income
items which will be reclassified
subsequently to profit or loss
1. Share of the other
comprehensive income of the investee
accounted for using equity method
which will be reclassified subsequently
to profit or loss
2. Gains or losses arising
from changes in fair value of
available-for-sale financial assets
3. Gains or losses arising
from reclassification of held-to-maturity
investment as available-for-sale
financial assets
4. The effect hedging
portion of gains or losses arising from
cash flow hedging instruments
5. Translation differences
arising on translation of foreign
currency financial statements
6. Other
VI. Total comprehensive income 157,277,079.27 884,837.02
VII. Earnings per share:
(i) Basic earnings per share
(ii) Diluted earnings per share
5. Consolidated Cash Flow Statement
In RMB
63
承德南江股份有限公司 2014 年年度报告全文
Item Current Period Last Period
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor 554,077,939.01 415,792,262.19
services
Net increase of customer deposit
and interbank deposit
Net increase of loan from central
bank
Net increase of capital borrowed
from other financial institution
Cash received from original
insurance contract fee
Net cash received from reinsurance
business
Net increase of insured savings and
investment
Net increase of amount from
disposal financial assets that measured
by fair value and with variation
reckoned into current gains/losses
Cash received from interest,
commission charge and commission
Net increase of capital borrowed
Net increase of returned business
capital
Write-back of tax received 1,175,356.96
Other cash received concerning
31,593,592.22 59,481,903.92
operating activities
Subtotal of cash inflow arising from
586,846,888.19 475,274,166.11
operating activities
Cash paid for purchasing
commodities and receiving labor 599,771,483.46 590,408,836.19
service
Net increase of customer loans and
advances
Net increase of deposits in central
bank and interbank
64
承德南江股份有限公司 2014 年年度报告全文
Cash paid for original insurance
contract compensation
Cash paid for interest, commission
charge and commission
Cash paid for bonus of guarantee
slip
Cash paid to/for staff and workers 10,237,228.89 8,150,877.53
Taxes paid 34,673,738.35 35,021,456.47
Other cash paid concerning
76,494,361.57 46,246,028.58
operating activities
Subtotal of cash outflow arising from
721,176,812.27 679,827,198.77
operating activities
Net cash flows arising from operating
-134,329,924.08 -204,553,032.66
activities
II. Cash flows arising from investing
activities:
Cash received from recovering
38,000,000.00 9,000,000.00
investment
Cash received from investment
171,000.00 111,230.13
income
Net cash received from disposal of
fixed, intangible and other long-term 85,000,000.00 188,233,888.62
assets
Net cash received from disposal of
57,429,714.65
subsidiaries and other units
Other cash received concerning
investing activities
Subtotal of cash inflow from investing
123,171,000.00 254,774,833.40
activities
Cash paid for purchasing fixed,
3,149,781.23 11,010,284.50
intangible and other long-term assets
Cash paid for investment 38,000,000.00
Net increase of mortgaged loans
Net cash received from
subsidiaries and other units obtained
Other cash paid concerning
investing activities
Subtotal of cash outflow from investing 41,149,781.23 11,010,284.50
65
承德南江股份有限公司 2014 年年度报告全文
activities
Net cash flows arising from investing
82,021,218.77 243,764,548.90
activities
III. Cash flows arising from financing
activities
Cash received from absorbing
5,000,000.00
investment
Including: Cash received from
absorbing minority shareholders‘ 5,000,000.00
investment by subsidiaries
Cash received from loans
Cash received from issuing bonds
Other cash received concerning
10,029,217.89
financing activities
Subtotal of cash inflow from financing
10,029,217.89 5,000,000.00
activities
Cash paid for settling debts 35,300,000.00
Cash paid for dividend and profit
1,030,671.89
distributing or interest paying
Including: Dividend and profit of
minority shareholder paid by
subsidiaries
Other cash paid concerning
11,445,403.16
financing activities
Subtotal of cash outflow from financing
47,776,075.05
activities
Net cash flows arising from financing
10,029,217.89 -42,776,075.05
activities
IV. Influence on cash and cash
equivalents due to fluctuation in -119,640.74
exchange rate
V. Net increase of cash and cash
-42,399,128.16 -3,564,558.81
equivalents
Add: Balance of cash and cash
77,981,488.06 81,546,046.87
equivalents at the period -begin
VI. Balance of cash and cash
35,582,359.90 77,981,488.06
equivalents at the period -end
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承德南江股份有限公司 2014 年年度报告全文
6. Cash Flow Statement of Parent Company
In RMB
Item Current Period Last Period
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor 187,363,242.41 9,631,946.56
services
Write-back of tax received
Other cash received concerning
38,138,466.36 201,813,444.46
operating activities
Subtotal of cash inflow arising from
225,501,708.77 211,445,391.02
operating activities
Cash paid for purchasing
commodities and receiving labor 201,137,420.79 186,629,121.79
service
Cash paid to/for staff and workers 5,802,550.51 2,472,138.09
Taxes paid 22,685,179.55 1,621,088.68
Other cash paid concerning
96,706,176.51 6,302,906.34
operating activities
Subtotal of cash outflow arising from
326,331,327.36 197,025,254.90
operating activities
Net cash flows arising from operating
-100,829,618.59 14,420,136.12
activities
II. Cash flows arising from investing
activities:
Cash received from recovering
investment
Cash received from investment
income
Net cash received from disposal of
fixed, intangible and other long-term 85,000,000.00 40,423,500.00
assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning
investing activities
Subtotal of cash inflow from investing 85,000,000.00 40,423,500.00
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承德南江股份有限公司 2014 年年度报告全文
activities
Cash paid for purchasing fixed,
60,090.00 769,581.00
intangible and other long-term assets
Cash paid for investment 5,000,166.64 49,170,370.00
Net cash received from
subsidiaries and other units
Other cash paid concerning
investing activities
Subtotal of cash outflow from investing
5,060,256.64 49,939,951.00
activities
Net cash flows arising from investing
79,939,743.36 -9,516,451.00
activities
III. Cash flows arising from financing
activities
Cash received from absorbing
investment
Cash received from loans 43,700,000.00
Cash received from issuing bonds
Other cash received concerning
financing activities
Subtotal of cash inflow from financing
43,700,000.00
activities
Cash paid for settling debts 10,200,000.00
Cash paid for dividend and profit
distributing or interest paying
Other cash paid concerning
665,866.06
financing activities
Subtotal of cash outflow from financing
10,865,866.06
activities
Net cash flows arising from financing
32,834,133.94
activities
IV. Influence on cash and cash
equivalents due to fluctuation in
exchange rate
V. Net increase of cash and cash
11,944,258.71 4,903,685.12
equivalents
Add: Balance of cash and cash
5,681,141.82 777,456.70
equivalents at the period -begin
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承德南江股份有限公司 2014 年年度报告全文
VI. Balance of cash and cash
17,625,400.53 5,681,141.82
equivalents at the period -end
7. Statement of Changes in Owners’ Equity (Consolidated)
This Period
In RMB
This Period
Owners‘ equity attributable to parent company
Other
equity instrument
Item Less: Other Provisio Minorit Total
Perpet Reason
Share Capital Invento compre Surplus n of Retaine y owners‘
ual able
capital Prefer capita reserve ry hensive reserve general d profit interests equity
red Other reserve
l shares income risk
stock
securi
ties
706,32 -1,029,8
I. Balance at the 456,470 76,791, 27,302, 237,004
0,000. 80,318.
end of the last year ,250.78 550.17 795.85 ,278.62
00 18
Add:
Changes of
accounting policy
Error
correction of the
last period
Enterprise
combine under
the same control
Other
II. Balance at the 706,32 456,470 76,791,
-1,029,8
27,302, 237,004
beginning of this 0,000. 80,318.
,250.78 550.17 795.85 ,278.62
year 00 18
III. Increase/
Decrease in this 80,280, -7,045,1 73,235,
137.86
year (Decrease is 395.81 70.04 363.63
listed with ―-‖)
(i) Total 80,280, -7,045,1 73,235,
comprehensive
395.81 70.04 225.77
income
(ii) Owners‘
devoted and 137.86 137.86
decreased capital
1.Common shares
invested by
shareholders
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承德南江股份有限公司 2014 年年度报告全文
2. Capital invested
by holders of other
equity instruments
3. Amount
reckoned into
owners equity with
share-based
payment
4. Other 137.86 137.86
(III) Profit
distribution
1. Withdrawal of
surplus reserves
2. Withdrawal of
general risk
provisions
3. Distribution for
owners (or
shareholders)
4. Other
(IV) Carrying
forward internal
owners‘ equity
1. Capital reserves
conversed to
capital (share
capital)
2. Surplus reserves
conversed to
capital (share
capital)
3. Remedying loss
with surplus
reserve
4. Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI)Others
IV. Balance at the 706,32 456,470 76,791,
-949,59
20,257, 310,239
end of the report 0,000. 9,922.3
,388.64 550.17 625.81 ,642.25
period 00 7
Last Period
In RMB
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承德南江股份有限公司 2014 年年度报告全文
Last Period
Owners‘ equity attributable to the parent Company
Other
equity instrument Minorit
Item Less: Other Provisio Total
Perpet Reason y
Share
ual Capital Invento compre Surplus n of Retaine interest owners‘
able equity
capital Prefer capita reserve ry hensive reserve general d profit s
red Other reserve
l shares income risk
stock
securi
ties
706,32 -1,124,6
I. Balance at the 456,470 76,791, 22,174, 137,069
0,000. 87,129.
end of the last year ,250.78 550.17 749.89 ,421.50
00 34
Add:
Changes of
accounting policy
Error
correction of the
last period
Enterprise
combine under the
same control
Other
II. Balance at the 706,32 456,470 76,791,
-1,124,6
22,174, 137,069
beginning of this 0,000. 87,129.
,250.78 550.17 749.89 ,421.50
year 00 34
III. Increase/
Decrease in this 94,806, 5,128,0 99,934,
year (Decrease is 811.16 45.96 857.12
listed with ―-‖)
(i) Total 94,806, 5,128,0 99,934,
comprehensive
811.16 45.96 857.12
income
(ii) Owners‘
devoted and
decreased capital
1.Common shares
invested by
shareholders
2. Capital invested
by holders of other
equity instruments
3. Amount
reckoned into
owners equity with
share-based
payment
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承德南江股份有限公司 2014 年年度报告全文
4 Other
(III) Profit
distribution
1. Withdrawal of
surplus reserves
2. Withdrawal of
general risk
provisions
3. Distribution for
owners (or
shareholders)
4. Other
(IV) Carrying
forward internal
owners‘ equity
1. Capital reserves
conversed to
capital (share
capital)
2. Surplus reserves
conversed to
capital (share
capital)
3. Remedying loss
with surplus
reserve
4. Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI)Others
IV. Balance at the 706,32 456,470 76,791,
-1,029,8
27,302, 237,004
end of the report 0,000. 80,318.
,250.78 550.17 795.85 ,278.62
period 00 18
8. Statement of Changes in Owners’ Equity (Parent Company)
This Period
In RMB
This Period
Item Other Capital Less: Other Reasonab Surplus
Share Retaine Total
equity instrument reserve Inventory comprehe le reserve reserve
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承德南江股份有限公司 2014 年年度报告全文
capital Perpetu shares nsive d profit owners‘
al income equity
Preferre
capital Other
d stock
securiti
es
-1,210,1
I. Balance at the 706,320, 449,365,8 76,791,55 22,363,37
14,062.
end of the last year 000.00 86.69 0.17 4.45
41
Add: Changes
of accounting
policy
Error
correction of the
last period
Other
II. Balance at the 706,320, -1,210,1
449,365,8 76,791,55 22,363,37
beginning of this 14,062.
000.00 86.69 0.17 4.45
year 41
III. Increase/
Decrease in this 157,277 157,277,2
137.86
year (Decrease is ,079.27 17.13
listed with ―-‖)
(i) Total 157,277 157,277,0
comprehensive
,079.27 79.27
income
(ii) Owners‘
devoted and 137.86 137.86
decreased capital
1.Common shares
invested by
shareholders
2. Capital invested
by holders of other
equity instruments
3. Amount
reckoned into
owners equity with
share-based
payment
4. Other 137.86 137.86
(III) Profit
distribution
1. Withdrawal of
surplus reserves
2. Distribution for
owners (or
shareholders)
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承德南江股份有限公司 2014 年年度报告全文
3. Other
(IV) Carrying
forward internal
owners‘ equity
1. Capital reserves
conversed to
capital (share
capital)
2. Surplus reserves
conversed to
capital (share
capital)
3. Remedying loss
with surplus
reserve
4. Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI)Others
IV. Balance at the 706,320, -1,052,8
449,366,0 76,791,55 179,640,5
end of the report 36,983.
000.00 24.55 0.17 91.58
period 14
Last period
In RMB
Last period
Other
equity instrument
Other Total
Item Share Perpetu Less: Retaine
Capital comprehe Reasonab Surplus
Inventory owners‘
capital Preferre al reserve nsive le reserve reserve d profit
capital Other shares equity
d stock income
securiti
es
-1,210,9
I. Balance at the 706,320, 449,365,8 76,791,55 21,478,53
98,899.
end of the last year 000.00 86.69 0.17 7.43
43
Add: Changes
of accounting
policy
Error
correction of the
last period
74
承德南江股份有限公司 2014 年年度报告全文
Other
II. Balance at the 706,320, -1,210,9
449,365,8 76,791,55 21,478,53
beginning of this 98,899.
000.00 86.69 0.17 7.43
year 43
III. Increase/
Decrease in this 884,837 884,837.0
year (Decrease is .02 2
listed with ―-‖)
(i) Total 884,837 884,837.0
comprehensive
.02 2
income
(ii) Owners‘
devoted and
decreased capital
1.Common shares
invested by
shareholders
2. Capital invested
by holders of other
equity instruments
3. Amount
reckoned into
owners equity with
share-based
payment
4. Other
(III) Profit
distribution
1. Withdrawal of
surplus reserves
2. Distribution for
owners (or
shareholders)
3. Other
(IV) Carrying
forward internal
owners‘ equity
1. Capital reserves
conversed to
capital (share
capital)
2. Surplus reserves
conversed to
capital (share
capital)
3. Remedying loss
with surplus
reserve
4. Other
75
承德南江股份有限公司 2014 年年度报告全文
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI)Others
IV. Balance at the 706,320, -1,210,1
449,365,8 76,791,55 22,363,37
end of the report 14,062.
000.00 86.69 0.17 4.45
period 41
III. Company profile
1. Registration place, organizaiton forms and address of the HQ
Chengde Nanjiang Co., Ltd. (Hereinafter referred to as "Nanjiang" or the "the Company") was formerly known as
Chengde Dixian Knitting Co., Ltd., and was reorganized on 3 November 1999 by sponsorship, approved by the
People's Government of Hebei Province with the issue of Ji Gu Ban [1999]No.: 36 with license of the business
corporation obtained from Hebei Administration for Industry & Commerce; registered capital while established
amounting as RMB 100,000,000, and RMB 1.00 per share. Among the abovementioned, RMB 85.10 million
contributed by Wang Shuxian, representing 7.56 percent of the registered capital; Wang Zhengsong invested RMB
5.4444 million with 5.44 percent in total registered capital presented; Chengde Longfeng Cosmetics Co., Ltd.
contributed RMB 0.9456 million, a 0.95 percent in registered capital and RMB 0.9456 million contributed by
Chengde Xiabancheng Hongxing Plastics Products Plant with 0.95 percent in registered capital presented.
On 29 August 2000, according to the Zheng Jian Fa Xing Zi [2000] No.: 121 issued by the China Securities
Regulatory Commission, the Company issued 100,000,000 domestically listed foreign shares in Shenzhen Stock
Exchange dated 19 September 2000; and excised the over-allotment option to increase issuing 15,000,000 B
shares from September 29, 2000 to October 29, 2000. The registered capital of the Company after the issuance of
B shares was RMB 215,000,000 with one Yuan of face value per share.
According to the resolution of the shareholder‘s general 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 general 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.
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承德南江股份有限公司 2014 年年度报告全文
On March 11, 2004, approved by the Ministry of Commerce of the People's Republic of China, the Company was
allowed to be changed as a foreign investment limited liability company.
In 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 general 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 Wang Shuxian was compensated to Chen Rong for 45,491,544 Yuan, and on August 15,
2008, 96,000,000 sponsor shares held by Wang Shuxian was compensated to Chen Rong for 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 Chengde Dixian Knitting Co., Ltd‖ with No.143 [2009] by Bureau of Commerce of Hebei Province, it
agreed that the Company increased 150,000,000 domestically listed foreign shares in 2004 and allotted 2 bonus
shares free for every 10 shares in 2006; and it agreed that 208,324,800 shares of Dixian stock held by Wang
Shuxian was changed to Chen Rong ; as well as the name of the Company changed to Chengde Dalu Co., Ltd.
Total share capital of the Company was 706,320,000 shares and the registered capital of the Company was
706,320,000 Yuan after the Company‘s share increased and allotted,
On 23 August 2011, the Company received the enterprise corporate business license issued from Chengde
Administration for Industry and Commerce, register serial was No.: 130000400001225; registered capital and
paid-up capital was 706.32 million Yuan with corporate type of limited liability company (Sino-foreign joint
venture, listed)
On April 6, 2012, Chen Rong, shareholder of Company, signed a share transfer agreement with Mr. Wang Dong
for transferred all of the 208,324,800 shares held by himself (accounting for 29.49% of total capital of the
Company) to Mr. Wang Dong; After equity transfer the above mentioned, capital contribution proportion of the
shareholders of the Company were: 208.3248 million Yuan invested by Wang Dong, representing 29.49 percent of
the register capital; 18517651 Yuan contributed by Hebei Chengde Northern Industrial Corporation, representing
2.62 percent of the register capital; 13327891 Yuan invested by Wang Zhengsong, a 0.33 percent in register capital;
2314829 Yuan invested by Chengde Xiabancheng Hongxing Plastics Products Plant, a 0.33 percent in register
capital and 461.52 million Yuan contributed by shareholders of domestically listed foreign shares, representing
65.34 percent of the register capital.
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承德南江股份有限公司 2014 年年度报告全文
On 19 September 2012, being verified and approved by Chengde Administration for Industry and Commerce, the
Company‘s name changed as Chengde Nanjiang Co., Ltd.
Over the years of bonus issue, rights issue and capitalization, up to 31st December 2014, the issued shares totally
amounting to 706.32 million shares, registered capital of the Company was 706.32 million Yuan; registered
address: Xiabancheng Town, Chengde County, Hebei Province; HQ: Xiabancheng Town, Chengde County, Hebei
Province. The Company has no parent company and Mr. Wang Dong is the first largest shareholder of the
Company and also is the controller of the Company.
(II) Business scope
R&D and sales of new energy, and new material products as well as technology promotion and technical service;
scientific research of modern eco-agriculture and technology promotion service, wholesales of eco-agriculture
products; import and export trade of goods and technology; development and construction as well as sales and
operation of general residential and supporting commercial facilities for the two lands of NanjiangHuijing Tiandi
(2013-12 and 2013-13); property management.
(III) Business nature and main operating activities of the Company
Nanjiang engaged in the operation and development of real estate, subsidiary of the Company engaged in real
estate industry, international trading and agricultural farming industry
(IV) Report approval for the financial statement
The statement has been approved by all Directors of teh Company dated 27 April 2015 for reporting
Totally 8 subjects are included in the consolidate financial statement, mainly including:
Sharholding ratio
Subsidiaries Type Level Voting rights ratio (%)
(%)
Chengde Nanjiang Real Estate Development Co., Ltd. Wholly-owned 2 100.00 100.00
(Nanjiang Real Estate for short) subsidiary
Chengde Nanjiang Investment Co., Ltd. (Nanjiang Wholly-owned 2 100.00 100.00
Investment for short) subsidiary
Chengde Nanjiang Ecological Agriculture Co., Ltd. Wholly-owned 3 100.00 100.00
(Ecological Agriculture for short) sub-subsidiary
Chengde Xingye Papermaking Making Co., Ltd. (Xingye Wholly-owned 2 100.00 100.00
Papermaking Making for short) subsidiary
Nanjiang Asia Investment Co., Ltd. (Nanjiang Asia for Wholly-owned 2 100.00 100.00
short) subsidiary
Chengde Morsh Technology Co., Ltd. (Morsh Technology Holding 3 90.00 90.00
for short) sub-subsidiary
Chengde Huijing Property Service Co., Ltd. (Huijing Wholly-owned 3 100.00 100.00
Property for short) sub-subsidiary
Runhua Rural Water (Tianjin) International Trade Co., Ltd Holding 2 30.00 53.43
(Runhua RW for short) subsidiary
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承德南江股份有限公司 2014 年年度报告全文
(1) The Company has no subsidiary, special purpose vehicle and operational entity with control over by means of
entrusted management or lessee newly included in the consolidate scope in the Period
(2) The Company has no subsidiary, special purpose vehicle and operational entity with control lost by means of
entrusted management or rent-out, which no longer inclued in consolidate scope in the Period
(3) Consolidate scope of the Company has no changed in the Peirod
IV. Basis of preparation of financial statements
1. Preparation basis
Based on continuing operation, the Company conducts recognition and measurement according to actual
occurrence of transactions and issues, pursuant to the accounting principles for enterprise-basic rules and specific
accounting principle as well as the application guidance for the accounting principles for enterprise, interpretation
to the accounting principles for enterprise and other related requirements (hereinafter referred to as Enterprise
Accounting Principles) issued by the ministry of finance, on that basis, combining the Information Disclosure
Preparation Rules for Company Public Issuing Securities No.15-General Rules for Financial Report (amended in
2014) of the CSRC for statement preparation.
2. Going concern
There are no substantial doubtable events or conditions on sustainable operation ability of the Company in 12
months since end of the reporting period
V. Major accounting policy and accounting estimation
Notice of specifi accounting policy and estimation:
The Company and its subsidiaries are mainly engaged in real estate development, international trading, agriculture, breeding and
planting etc. recognition of revenue found more in 26. Revenue carried in this Section.
1. Statement of Compliance with the Accounting Standards for Business Enterprises
The financial statements prepared by the Company meet the requirements of the Accounting Standards for
Business Enterprises; truthfully and completely reflect the financial status, operation results and cash flow etc. of
the Company.
2. Fiscal period
The fiscal year of the Company is from 1 January to 31 December on basis of Gregorian calendar.
3. Operating cycle
Main business of the Company is developing the real estate products for sale purpose, the period from land purchased to the cash and
cash equivalent obtaiend from selling the constructed development products is the operating cycle of the Company. The cycle is
usually larger than 12 months.
4. Standard currency
The Company and its subsidiaries take RMB as the standard currency for bookkeeping.
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承德南江股份有限公司 2014 年年度报告全文
5. Accounting treatment for business combinations under the same control and those not under the same
control
1. If the terms, conditions, and economic impact of each transaction involved in business combination
achieved in stages fall within one or more of the following situations, such transactions will be accounted for
as a package deal:
1)such transactions are entered into simultaneously or in the case of considering the impact of each other;
2) such transactions as a whole in order to reach a complete business results;
3) the occurrence of a transaction subject to that of at least one other transaction;
4) one transaction alone is not economic, but otherwise when considered with other transactions.
2. Business combination under the same control
(1) Individual financial statements
Where the consideration for the combination is the cash paid, the non-cash assets transferred and the liabilities
assumed and equity securities issued, it shall, on the combining day, treat the share of the carrying amount of
owner's equity of the combined party as the initial cost of long-term equity investment. Difference between the
initial cost of the long-term equity investment and the consideration paid for the combination is adjusted to capital
reserve. If the capital reserve is not sufficient to absorb the difference, any excess shall be adjusted against
retained earnings. In case there is existence of contingent consideration which needs to confirm projected
liabilities or assets, then the difference between the projected liabilities or assets and settlement amount for
consequent contingent consideration is utilized to adjust capital reserve (capital premium or equity premium); in
case of insufficient capital reserve, adjust retained earnings.
As for business combination realized through numbers of transactions, and if these transactions belong to a bundle
of transactions, then each of them shall be accounted as a transaction to acquire controlling right; and if not belong
to a bundle of transactions, then the difference between the initial investment cost of the long term equity
investment as of the date on which the Company obtains controlling right and the carrying value of the long term
equity investment prior to combination plus the carrying value of the new consideration paid for further
acquisition of shares as of the combination date shall be used to adjust capital reserve; in case of insufficient
capital reserve, adjust retained earnings. For equity investment held prior to the combination date, the other
comprehensive income recognized due to calculation by equity method or based on recognition and measurement
principles for financial instruments would not be accounted for temporarily until the Company disposes of this
investment on the same basis as the investee directly disposes of relevant assets or liabilities; other changes of
owners‘ equity in the net assets of investee as recognized under equity method, except for net profit or loss, other
comprehensive income and profit distribution, shall not be accounted for until being transferred to current profit
or loss when this investment is disposed of.
80
承德南江股份有限公司 2014 年年度报告全文
Any cost directly attributable to the combination should, including the expenses for audit, assessment and legal
services, be recognized in profit or loss for the current period; Transaction fee directly related to issuance of
equity instruments as combination consideration shall be used to offset capital reserve; in case of insufficient
capital reserve to offset, then to offset earning reserve and undistributed profit. Transaction fee directly related to
issuance of debt instruments as combination consideration is accounted for as initial recognition amount of the
instrument.
Where there is consolidated financial statements of the combined party, the initial cost of the long-term equity
investment shall be determined on the basis of owner's equity of the combined party in its consolidated financial
statements on the combining day.
(2) Consolidated financial statements
Assets and liabilities obtained by the absorbing party are measured at their carrying amounts(owners equity in
financial statement of the ultimate controller) on the combining day.
As for business combination realized through numbers of transactions, and if these transactions belong to a bundle
of transactions, then each of them shall be accounted as a transaction to acquire controlling right; and if not belong
to a bundle of transactions, and the relevant gains and losses, other comprehensive income and other change of
owners‘ equity recognized in respect for the long term equity investment held by the acquirer prior to combination
during the period from the date of acquisition and the date on which acquirer and acquire are under common
control (whichever is later) to combination date shall be used to offset beginning retained earnings or current
profit or loss of the comparative statements.
Where the accounting policy adopted by the combined party is different from that adopted by the Company, the
Company shall, according to accounting policy it adopts, adjust the relevant items in the financial statements of
the combined party, and shall, pursuant to the accounting standards for enterprises, recognize them on the basis of
such adjustment.
3.Business combination not under the same control
As for the business combination not under the same control, combination costs shall be the fair value of assets
paid, liabilities occurred or assumed and equity securities issued by the acquirer for the purpose of acquiring the
control over the acquiree on the purchase date. In combination agreement, as for the contract made for the
influence that probably impact the combination costs, if the future event propably impact on the combination cost
on purchasing date, which can be measured reliably, than reckoned into combination cost.
The intermediate expenses occurred for business combination such as audit, legal service and appraisal
consultation expenses and other related management expenses shall be recorded in current gains and losses when
occurred; the trading expenses for such equity securities or debt securities issued by acquirer as combination
consideration shall be recorded in initial recognition amount of the equity securities or debt securities.
Goodwill is realized by the Company as for the difference between the combination cost and the fair value of the
recognizable net assets of the acquiree acquired by acquirer in such business combination. In case that the above
cost is less than the above fair value even with re-review, then the difference shall be recorded in current gains
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and losses.
As for the business combination not under the same control realized through several exchange transactions step by
step, part of the package deal, than carrying accounting treatment on transactions with controlling rights obtained
through vary transactions; while related accounting treatment shall be conducted based on individual financial
statement and combined financial statement:
(1)In separate financial statement, for equity investment held prior to combination date which is calculated under
equity method, the sum between carrying value of the equity investment prior to acquisition date and cost of
additional investment made on the acquisition date is deemed to be the initial investment cost of this investment.
Other comprehensive income recognized for equity investment held prior to combination date under equity
method shall be accounted for when the Company disposes of this investment on the same basis as the investee
directly disposes of relevant assets or liabilities.
In case that equity investment held prior to combination date is calculated based on recognition and measurement
principles for financial instruments, then the fair value of this equity investment as of combination date plus new
investment cost shall be deemed as initial investment cost. The difference between fair value and carrying value of
the originally held equity interests and the accumulated fair value movements as originally recorded in other
comprehensive income shall be all transferred to investment income of the period in which the combination date
falls.
(2)in combined financial statement, the equity investment held in the acquiree prior to the acquisition date shall be
re-measured under its fair value as at the acquisition date; difference between the fair value and its book value
shall be recorded in current investment income. If the equity investment held in the acquiree prior to the
acquisition date involves other comprehensive income, such comprehensive income related to this investment
shall be transferred to current investment income as of the acquisition date.
6. Methods for preparation of consolidated financial statements
The consolidation scope of the consolidated financial statements of the Company is fixed on the basis of control,
and all subsidiaries have been consolidated.
The accounting policies and accounting period adopted by the subsidiaries taken into account of the consolidation
scope are in line with the Company. If it is not the same as the Company, necessary adjustments will be made
when preparing consolidated financial statements according to the accounting policy and accounting period of the
Company.
Based on the financial statements of the Company and its subsidiaries, the Company prepares the consolidated
financial statements by reference to other related information after adjustment in its long-term equity investments
to subsidiaries by equity method.
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When consolidating financial statements, the Company shall offset all effects upon consolidated balance sheet,
consolidated profit statement, consolidated cash flow statement and consolidated statement of changes in equity
arising from the internal transactions between the Company and each subsidiary and between various subsidiaries.
Concerning the balance between the current losses shared by minority shareholders of subsidiaries exceeding the
proportion shared by those shareholders in beginning owners‘ equity of those subsidiaries, the balance shall be
used to offset minority equity.
During the report period, beginning amounts in consolidated balance sheet shall be subject to adjustment if
business combination under the same control results in additional subsidiaries; income, expense and profit of such
subsidiaries occurred during the whole consolidation period shall be accounted into consolidated profit statement;
and the cash flow of subsidiaries occurred during the whole consolidation period shall be accounted into
consolidated cash flow statement.
During the report period, beginning amounts in consolidated balance sheet is not subject to adjustment if business
combination not under the same control results in additional subsidiaries; income, expense and profit of such
subsidiaries occurred during the period commencing from purchase day to the end of reporting year shall be
accounted into consolidated profit statement; and the cash flow of such subsidiaries occurred during the period
commencing from purchase day to the end of reporting year shall be accounted into consolidated cash flow
statement.
During the report period, if the Company disposes subsidiaries, then the income, expense and profit of the
subsidiaries occurred during the period commencing from period-begin to the disposal day shall be written into
consolidated profit statement; and cash flow arising during such period of such subsidiaries shall be written into
consolidated cash flow statement.
In case that a company losses control over the original subsidiary due to disposal of certain equity investment or
other reasons, then in combined financial statement, the remaining equities shall be re-measured based on its fair
value as at the date when the control is lost. The sum between the consideration received from equity disposal and
fair value of the remaining equity less the net assets of the original subsidiary entitled by the company calculated
under the previous shareholding proportion on a continuing basis since the acquisition date shall be recorded in
investment income of the period when the control is lost. Other comprehensive income related to equity
investment in original subsidiary shall be transferred to current investment income when the control is lost.
(VI)Classification of joint arrangement and accounting for joint operations
1. Classification of joint arrangement
The Company classifies joint venture arrangement into joint operations and joint ventures based on the structure,
legal form, agreed terms of the arrangement and other related facts and conditions.
Joint venture arrangement not concluded through separate entity is classified as joint operation; and those
concluded through separate entity are generally classified as joint ventures. However, joint venture arrangement
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which meets any of the following conditions as proven by obvious evidence and satisfies relevant laws and rules
is grouped as joint operation:
(1)the legal form of the arrangement shows that parties to the arrangement are entitled to and assume rights and
obligations in respect of the relevant assets and liabilities.
(2)it is agreed by the terms of the arrangement that parties to the arrangement are entitled to and assume rights and
obligations in respect of the relevant assets and liabilities.
(3)other related facts and conditions shows that parties to the arrangement are entitled to and assume rights and
obligations in respect of the relevant assets and liabilities. For instance, joint parties are entitled to almost all the
output related to joint venture arrangement and settlement of the liabilities under the arrangement continues to rely
on supports from the joint parties.
2. Accounting for joint operations
The Company recognizes its proportion of interests in joint operation as related to the Company, and accounts for
under relevant business accounting principles:
(1)to recognize separately-held assets and jointly-held assets under its proportion;
(2)to recognize separately-assumed liabilities and jointly-assumed liabilities under its proportion;
(3) to recognize revenue from disposal of the output which the Company is entitled to under the proportion;
(4) to recognize revenue from disposal of the output under the proportion;
(5) to recognize separately occurred expenses, and to recognize expenses occurred for joint operations under its
proportion.
For injection to or disposal of assets of joint operations (other than those assets constituting business operation),
gain or loss arising from the transaction is only recognized to the extent it is attributable to other parties to the
joint operation before the joint operation is sold to any third party. In case that assets injected or disposed satisfy
the condition for asset impairment loss under Business Accounting Principle No.8-Assets Impairment, the
Company recognizes this loss in full.
For acquisition of assets from joint operations (other than those assets constituting business operation), gain or
loss arising from the transaction is only recognized to the extent it is attributable to other parties to the joint
operation before the relevant assets are sold to any third party. In case that the acquired assets satisfy the condition
for asset impairment loss under Business Accounting Principle No.8-Assets Impairment, the Company recognizes
relevant loss according to the proportion it assumes.
The Company exercises no common control over joint operations. If the Company is entitled to relevant assets of
the joint operation and assure relevant liabilities, it shall be accounted for under the above principle, otherwise it
would be accounted for under the relevant business accounting principles.
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8. Recognition standards for cash and cash equivalents
When preparing cash flow statement, the Company recognized the stock cash and deposits available for payment
at any time as cash, and investments featuring with the following four characters at the same time as cash
equivalents: short term (expire within 3 months commencing from purchase day), active liquidity, easy to convert
to already-known cash, and small value change risks.
9. Foreign currency business and convertion of foreign currency statement
1. Foreign currency business
For the foreign currency business, the Company converts the foreign currency into RMB for book-keeping based
on spot exchange rate at date of trading occurred.
On balance sheet date, balance of foreign currency monetary items shall be converted based on the spot rate as at
the balance sheet date, and the arising exchange difference shall be recorded in current gains and losses other than
those arising from the special foreign currency borrowings related to purchasing assets qualifying for
capitalization which is treated under the principle of borrowing expense capitalization. As for the foreign currency
non-monetary items measured in historical cost, conversion is still conducted with the spot rate as at the
transaction date, without any change to its functional currency. As for the foreign currency non-monetary items
measured in fair value, conversion is conducted with the spot rate as at the date for determination of fair value,
and the arising exchange difference shall be recorded in current gains and losses or capital reserve.
2. Translation of foreign currency financial statement
Assets and liabilities in balance sheet are translated at the spot exchange rate at the balance sheet date. Equity
items, excluding ―undistributed profit‖, are translated at the spot exchange rates at the transaction dates. As for
those translated at the spot exchange rates at the transaction dates or those recognized in line with the reasonable
method in system, tanslated at the similar exchange rate as at the transaction date. The resulting translation
differences are recognized in other comprehensive income.
When disposing overseas operations, the foreign currency financial statement translation differences listed under
items of other comprehensive income in balance sheet and which are directly related to the overseas operations
are transferred to profit or loss in the period when the overseas operation is disposed. In case of partial disposal,
foreign currency financial statement translation differences shall be calculated in respect of the disposed part
under disposal proportion and transferred to profit or loss in the period when the overseas operation is disposed.
10. Financial instruments
Financial instruments include financial assets, financial liabilities and equities instruments.
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1. Categories of financial instruments
According to the contract terms of the financial instrument issued and economic substance reflects by such
instrument, not only in form of law, combin with purposes held for financial assets and liabilities, the management
categorizes financial assets and liability into different types: financial assets (or financial liabilities) at fair value
through current gains and losses; accounts receivable; financial assets available for sale; other financial liabilities,
etc.
2. Recognition and measurement for financial instrument
(1)financial assets or liabilities at fair value through profit or loss
Financial assets or liabilities at fair value through profit or loss include transactional financial assets or financial
liabilities and financial assets or liabilities directly designated at fair value through profit or loss.
Transactional financial assets or financial liabilities refer to those meeting any of the following conditions:
1) purpose for holding the assets or liabilities is to disposal, repurchase or redemption in a short time;
2) constitute part of the identifiable financial instrument group for central management, and there is objective
evidence proving that the Company manages this group in a short-time-return way recently;
3) belong to derivative financial instrument, other than those derivatives designated as effective hedge instruments,
belonging to financial guarantee contracts and those linked to equity instrument investment which is not
quoted in an active market and whose fair cannot be measured reliably and the settlement of which is
conditional upon delivery of the equity instrument.
Subject to satisfaction of any of the following conditions, financial assets or liabilities can be designated as
financial assets or liabilities at fair value through profit or loss upon initial measurement:
1) The designation can eliminate or substantially eliminate the inconsistencies between profit or loss from the
financial assets arising from different measurement basis;
2) The portfolio of financial assets and liabilities in which the financial asset belongs to are designated as
measured at fair value in the risk management report or investment strategic report handed in to key
management personnel;
3) Hybrid instruments which contains one or more embedded derivatives, unless the containing of embedded
derivatives does not have substantial effect on the cash flows of the hybrid instruments, or the embedded
derivatives obviously should not be separated from relevant hybrid instruments;
4) Hybrid instruments which contains embedded derivatives that should split, but cannot be measured separately
when acquired or on the subsequent balance sheet date.
Amount is initially measured by the sum of fair value (deducted bond interest expired without received) while
obtained and relevant transaction expenses.
Interest or cash dividend in period of holding shall be recognized as investment income, and reckoned into current
gains/losses with the variation of fair value at period-end.
In case of disposal, the difference between the amount while obtained and book value of the investment shall
reckon into investment income, and gains/loses of variation of the fair value shall be adjusted correspondingly.
(2)Account receivables
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The contract price charged to the buyers shall be recognized as initial value for those account receivables which
mainly comprise the receivable creditor‘s right caused by the sale of goods and providing of labor service to
external customers by the Company, and receivables in other companies excluding debt instruments priced in
active markets, includes but not limited to trade receivables, notes receivables, account paid in advance and other
receivables. If characterized as of financing nature, the initial recognition shall be priced at the present value.
Upon disposal, the difference between the sale value and the book value of the receivables shall be accounted into
current profit or loss on its recovery or disposal.
(3) Held-to-maturity investment
he non-derivative financial assets with maturity date, fix return amount or amount able to determined, and the
Company held with specific intention and ability.
The Company takes the sum of fair value (after deducting bond interests which is due for interest payment but not
received) and related transaction fee as initial recognition amount in respect of held-to-maturity investment upon
acquisition of the investment. During the holding period, the Company recognizes interest income at amortized
cost and effective interest rate which is included in investment income. The effective interest rate is determined
upon acquisition of the investment and remains unchanged for the expected continuous period or appropriate
shorter period. Difference between sale price and carrying value of the investment is included in investment
income.
If held-to-maturity investment is disposed or reclassified as other types of financial asset, and the relevant amount
is relatively bigger than the total amount of our all held-to-maturity investments prior to disposal or
reclassification, the remaining held-to-maturity investments shall be reclassified as available-for-sale financial
assets immediately following such disposal or reclassification. On the reclassification date, difference between the
carrying value and fair value of the investment is included in other comprehensive income and is transferred out
into current profit or loss when the available-for-sale financial assets experience impairment or derecognition.
However, the followings are exceptions:
1)the date of disposal or reclassification is approaching to the date of expiration or redemption of the investment
(such as three months prior to expiration), and change of market rate has no material influences over the fair value
of the investment.
2)company has already recovered nearly all initial principal under the repayment means as agreed in contract.
3)disposal or reclassification is arising from separate matters which are out of our control, which are expected not
to occur repeatedly and which are difficult to predict reasonably.
(4) Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale upon
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initial recognition and financial assets other than other categories of financial assets.
The Company initially measures available-for-sale financial assets at the sum between their fair values when
acquiring the assets or liabilities (after deducting cash dividend already declared but not paid or bond interests
which is due for interest payment but not received) and the relevant transaction fee.
Interest or cash dividend acquired during the holding period shall be recognized as investment income. Gains or
losses arising from movement of fair value is directly included in other comprehensive income except for
impairment loss and exchange difference arising from foreign currency monetary financial assets.
When disposing available-for-sale financial assets, the Company includes the difference between the acquired
price and carrying value of the financial assets into investment profit or loss. Meanwhile, accumulated fair value
movement attributable to the disposed part which is originally directly included in other comprehensive income is
transferred out and included investment profit or loss.
For equity instrument investment which is not quoted in an active market and whose fair value cannot be reliably
measured, and derivative financial assets which are linked to the equity instrument and whose settlement is
conditional upon delivery of the equity instrument, they are stated at cost by the Company.
(5)Other financial liabilities
Initial recognition amount is determined at the sum of fair value and relevant transaction fee. Subsequent
measurement is conducted at amortized cost.
(6) Held-to-maturity investment for sales or reclassify as financial assets available for sale:
In case that the amount of held-to-maturity investments disposed or reclassified into other categories of financial
assets is greater than the total amount of all the held-to-maturity investment of the Company before the disposal or
reclassification, the remaining held-to-maturity investment shall be recorded as financial assets available for sale
immediately after such disposal or reclassification, unless:
1)the date of disposal or reclassification is relatively close to the maturity date or redemption date of the
investment (such as three months before expiration), and change of market rate has no material affects on the fair
value of the investment.
2)the enterprise has nearly recovers the entire initial principal under the payment method as agreed by contract.
3)the disposal or reclassification is due to such independent matter that the enterprise is not able to control, will
not happen again as expected and can not predicted reasonably.
3. Confirmation evidence and measurement methods for transfer of financial assets
When transfer of financial assets occurs, the Company shall stop recognition of such financial assets if all risks
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and remunerations related to ownership of such financial assets have almost been transferred to the receiver; while
shall continue to recognize such financial assets if all risks and remunerations related to ownership of such
financial assets have almost been retained.
When judging whether or not the aforesaid terminal recognition condition for financial assets is arrived at for
transfer of financial assets, the Company generally adopts the principle that substance overweighs format. The
Company divides such transfer into entire transfer and part transfer. As for the entire transfer meeting condition
for discontinued recognition, balance between the following two items is recorded in current gains and losses:
(1)Carrying value of financial assets in transfer;
(2)Aggregate of the consideration received from transfer and accumulative movements of fair value originally
recorded in owners‘ equity directly (applicable when financial assets involved in transfer belong to financial assets
available for sale).
As for the part transfer meeting condition for discontinued recognition, entire carrying value of financial assets in
transfer is shared by discontinued recognition part and continued recognition part, in light of their respective fair
value. Balance between the following two items is recorded in current gains and losses:
(1)Carrying value of discontinued recognition part;
(2)Aggregate of the consideration of discontinued recognition part and amount of such part attributable to
accumulative movements of fair value originally recorded in owners‘ equity directly (applicable when financial
assets involved in transfer belong to financial assets available for sale).
Financial assets are still subject to recognition if transfer of such assets doesn‘t satisfy the condition for
discontinued recognition. And consideration received is recognized as financial liability.
4. De-recognition condition for financial liability
As for the financial liabilities with its whole or part present obligations released, the company shall de-realize
such financial liabilities or part of it. if the company enters into agreement with its creditor to substitute for the
existing financial liabilities by means of assuming new financial liabilities, then the company shall de-realize the
existing financial liabilities and realize the new financial liabilities provided that the contract clauses of the new
and the existing financial liabilities are different in substance.
If the company makes substantial amendment to the whole or part contract clauses of the existing financial
liabilities, it shall de-realize the existing financial liabilities or part of it. Meanwhile, the financial liabilities with
amendment to its clauses shall be realized as new financial liabilities.
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In case of derecognizing of financial liabilities in whole or part, the difference between the carrying value of such
de-realized financial liabilities and consideration paid (including the non-cash assets exchanged or new financial
liabilities assumed) shall be recorded in current gains and losses.
In case that the company repurchases part of financial liabilities, based on the comparative fair value of the
continuing recognition part and the derecognizing part, the company shall allocate the carrying value of the
financial liabilities in whole on the repurchase date. Difference between the carrying value allocated to the
derecognizing part and the consideration paid (including the non-cash assets exchanged or new financial liabilities
assumed) shall be recorded in current gains and losses.
5. Determination method for fair value of financial assets and financial liabilities
As for the financial assets and financial liabilities measured by fair value and in case that there are active market
for those assets and liabilities, then the fair value shall be determined based on the quotation on active market; in
case that there are no such active market for financial assets and financial liabilities, the fair value shall be
determined by evaluation technology (including by reference to the price adopted by the willing parties who are
familiar with the situation in their latest market transaction, by reference to the prevailing fair value of other
financial instruments which are the same in substance, cash flow discount method and option pricing pattern); as
for the financial assets initially acquired or financial liabilities assumed, their fair value are determined based on
the market transaction prices.
6. provision of impairment reserve for impairment of financial assets (excluding account receivables)
The company reviews the carrying value of the financial assets (excluding those measured by fair value and the
change thereof is recorded in current gains and losses) on the balance sheet date, if there is objective evidence
showing impairment of the financial assets, it shall provide impairment reserve.
Objective evidence that a financial asset is impaired includes the following observable events:
Significant financial difficulty of the issuer or obligor;
A breach of contract by the borrower, such as a default or delinquency in interest or principal payments;
The creditor, for economic or legal reasons relating to the borrower‘s financial difficulty, granting a concession to
the borrower;
It becoming probable that the borrower will enter bankruptcy or other financial reorganizations;
The disappearance of an active market for that financial asset because of financial difficulties of the issuer;
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Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of
financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the
individual financial assets in the group, including: adverse changes in the payment status of borrowers in the
group, an increase in the unemployment rate in the country or geographical area of the borrowers, a decrease in
property prices for mortgages in the relevant area, or adverse changes in industry conditions that affect the
borrowers in the group;
Significant adverse changes in the technological, market, economic or legal environment in which the issuer
operates, indicating that the cost of the investment in the equity instrument may not be recovered by the investor;
Asignificant or prolonged decline in the fair value of an investment in an equity instrument below its cost;
Details for impairment of financial assets are set out below:
(1)Impairment provision for available-for-sale financial assets
The Group has separately tested various available-for-sale equity instruments at the balance sheet date. It will be
defined as impairment if the fair value is lower than the initial investment cost by more than 50% (including 50%)
or the low state has lasted for no less than 1 year. While the lower proportion is between 20% and 50%, the Group
will take other factors such as price fluctuation into consideration to estimate whether the equity instrument has
impaired or not.
Cost stated in the above paragraph is determined based on the initial acquisition cost of available for sale equity
instrument investment less recovered principal and amortized amount as well as impairment loss originally
included in profit or loss; fair value is determined at the closing price quoted on stock exchange at period end,
unless the available for sale equity instrument investment is limited for sale for certain periods. For available for
sale equity instrument investment which is limited for sale for certain periods, fair value is determined at the
closing price quoted on stock exchange at period end less the compensation required by market participator who
would otherwise assume risks due to impossibility of selling the equity instrument on open market in designated
period.
When an available-for-sale financial asset is impaired, the cumulative loss arising from decline in fair value that
had been recognized in other comprehensive income is reclassified to the profit or loss even though the financial
asset has not been derecognized. The amount of the cumulative loss that is removed from equity is the difference
between the acquisition cost (net of any principal repayment and amortization) and current fair value, less any
impairment loss on that financial asset previously recognized in profit or loss.
If there are objective evidences showing that the value of available-for-sale debt instrument is recovered and it
relates to the matters happened after the impairment loss recognition, the impairment loss recognized shall be
reversed and accounted in current profit or loss. Impairment losses recognized for equity instrument investments
classified as available-for-sale are reversed through equity. However, impairment loss occurred by equity
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instrument investment which is not quoted in an active market and whose fair value cannot be measured reliably
and derivative financial assets which are linked to the equity instrument and whose settlement is conditional upon
delivery of the equity instrument, shall not be reversed.
(2)Impairment provision for held-to-maturity investment
For held-to-maturity investment, if there is object evidence showing the investment is impaired, then impairment
loss is determined based on the difference between its fair value and present value of predicted future cash flow.
After provision, if there is evidence showing its value has been restored, the originally recognized impairment loss
can be reversed and included in current profit or loss, provided that the reversed carrying value shall not exceed
the amortized cost of the financial asset as at reversal date assuming no impairment provision had been made.
7. Offset of financial assets and financial liabilities
Financial assets and financial liabilities are stated in balance sheet separately without inner-offset. However, the
net amount after inner offset is stated in balance sheet date when the following conditions are all met:
(1)the Company has legal right to offset recognized amount and the right is enforceable;
(2)the Company plans to settle on a net basis, or simultaneously realize the financial assets and settle the financial
liabilities.
11. Account receivable
(1) Account receivable with single significant amount and withdrawal single item bad debt provision
Determine basis or amount standards for single significant Account with single significant amount: amount with one million
amount above
Conducted impairment testing separately, balance between the
present value of future cash flow and its carrying value, bad debt
Withdrawal method for bad debt provision of account receivable
provision withdrawal and reckoned into current gains/losses. For
with single significant amount:
those without impairment being found after test, collected into
relevant combination for accrual.
(2) Accounts receivable whose bad debts provision was accrued by combination of credit risk
characteristics portfolio
Combination Methods on withdrawal of bad debt provision
Age combination Age analysis method
In combination, accounts whose bad debts provision was accrued by age analysis:
√ Applicable □ Not-applicable
Accrued for provision of bad debt by aging analysis method in portfolio:
√ Applicable □Not-applicable
Account age Rate for receivables Rate for other receivables
Within one year (one year included) 5.00% 5.00%
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1－2 years 20.00% 20.00%
2－3 years 50.00% 50.00%
Over 3 years 100.00% 100.00%
In combination, withdrawal proportion of bad debt provision based on balance proportion:
□ Applicable √ Not-applicable
In combination, withdrawal proportion of bad debt provision based on other methods
□ Applicable √ Not-applicable
(3) Accounts receivable with single significant amount and bad debts provision accrued individually
There is an objective evidence of impairment which is probably
about to occurred, such as revocation from the debtor,
Reasons for withdrawal single item bad debt provision bankruptcy or dead, and still able to recover after liquidated by
the bankruptcy property or heritage as well as serious insufficient
cash flow etc.
For those account receivable with objective evidence of
impairment been found, separated them from the relevant groups
for impairment testing independently, and impairment losses
Withdrawal method for bad debt provision
shall recognized and withdrawal bad debt reserves on the
difference between the present values of estimated future cash
flow which is lower than its carrying value,
12. Inventories
1. Classification of inventories
Inventories are categorized into development cost, development products, relocation housing animals & plants
aquaculture plant products, finished goods of polythylene and low value consumables etc.
2. Valuing of inventory
The Company adopts the historical cost for obtaining or the planned cost to value the inventory according to its
actual situation, and specific identification method for the development projects.
3. Confirmation of net realizable value for the inventory and provision for inventory impairment
Making an overall check of the inventory at end of the year, withdrawal the lower one according to the cost or the
net realizable value, or adjusted the provision for inventory impairment. Withdrawal the impairment provisions
for the single inventory at end of the year.
In case the influencing factor for write-down of the inventory values has disappeared, the amount which has been
written down can be recover, and shall switch back within the inventory falling price reserves which has been
accrual originally, the amount switch back shall reckoned into current gains/losses.
4. Inventory System
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Perpetual inventory system
5. Low-value consumables are amotized on one-off amortization method
6. Relocation housing refers to the house for turnover purpose to arrange for relocataion of residents, and
amortized evenly in 50 years.
7. Calcuation method of the lands for development purpose
As for the pure land development project, the costs constitutes costs of the land development; the project develop
along with the real estate, costs with clear burden of objects shall split into commercial house costs with actual
area.
8. Calculation method of the expenses of public supporting facilities
Public supporting facilities can not be transfer with compensation: reckoned into commercial house costs by the
benefit ratio;
Public supporting facilities can transfer with compensation: take all supporting facilities as the cost calculation
subject, summarize the costs occurred.
13. Classified as assets held for sale
1. Recognition criterial of asses held for sale
The Company‘s component(or non-current asset) will recogniz as held-for-sale while satisfied the followed
conditions simultaneously:
(1) the component can be promptly sold at its existing status only according to the practice terms in connection
with disposal of this kind of assets;
(2) the Company has already made resolution on disposal of such component, such as approved by shareholders in
line with regulations, have already approved by general meeting or relevant authority;
(3) the Company entered into irrevocable transfer agreement with the transferee;
(4) and this transfer will be completed within one year.
2. Accounting for assets held for sale
The company will adjust the predicted net residual value of the held for sale fixed assets so that the predicted net
residual value can reflect its fair value minus the costs of disposal, but the predicted net residual value should not
exceed the book value of the fixed asset when it was recognized as held for sale. If the book value is higher, the
difference between them should be charged into profit or loss for the current period as asset impairment loss.
Fixed assets held for sale shall not be depreciated or amortized, and is measured at carrying value and fair value
less costs of disposal (whichever is lower).
Other non-current assets like equity investments and intangible assets satisfying condition for held for sale should
be accounted for as shown above, other than deferred income tax assets, financial assets under Business
Accounting Standard No. 22-Measurement and Recognition of Financial Instruments, investment property
measured at fair value, biological assets, and rights from insurance contract.
14. Long-term equity investment
1. Recognition of investment cost
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(1) As for the long-term equity investment formed from business combination under the same control, accounting
policy found in (IV) Accounting method for busines combination (not) under the same control of Note IV
(2) Long-term equity investment obtained by other means
For long-term equity investments obtained through payment with cash, then the actual payment shall be viewed as
initial investment cost. Inititial investment cost including the expenses, taxes and other necessary costs that
directly concerned with the long-term equity investment that acquired.
For long-term equity investments obtained through issuance of equity securities, then the fair value of such
securities shall be viewed as initial investment cost; for transaction expenses from issuing or own equity
instrument acquired, it can be deducted from the equity when such expenses attributable directly to equity
transaction.
Under the precedent condition that non-monetray assets exchanges are featured with commercial nature and fair
values of exchange-in or exchange-out assets can be reliably measured, long-term equity investment exchange-in
through non-monetary assets exchange shall be recognized with initial investment cost on the basis of the fair
value of the assets exchange-out, unless there is obvious evidence showing that fair value of exchange-in assets is
more reliable; as for non-monetray assets exchanges not satisfying such precedent condition, initial investment
cost of exchange-in long-term equity investment falls to the carrying value of exchange-out assets and relevant
taxes payable.
For long-term equity investments obtained through debt reorgnization, its initial investment cost is recognized
based on fair value.
2. Subsequent measurement and recognition of gains and losses
(1) Subsequent measurement
(1) Cost method
The long-term equity investment control by invested entity shall counted by cost method, and pricing on initial
investment cost, cost of the long-term equity investment shall be adjusted while additional investment or
dis-investment.
Other than payment actually paid for obtaining investment or cash dividend or profit included in consideration
which has been declared while not granted yet, the Company recognizes investment income according to its share
in the cash dividend or profit declared for grant by the invested unit.
(2)Equity method
The Company calculates long term equity investment in associates and joint ventures under equity method. For
certain equity investments in associates indirectly held through risk investment institutions, joint funds, trust
companies or similar entities including investment linked insurance fund, the Company measures the investment
at fair value through profit or loss.
where the initial investment cost of a long-term equity investment exceeds the Group‘s share of the fair value of
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the investee‘s identifiable net assets at the time of acquisition, no adjustment is made to the initial investment cost.
Where the initial investment cost is less than the Group‘s share of the fair value of the investee‘s identifiable net
assets at the time of acquisition, the difference is recognized in profit or loss for the period.
Return on investments and other comprehensive income is recognized respectively by shares of net gains and
losses realized by the invested company and other comprehensive income after acquisition of long-term equity,
and book value of such investment is adjusted accordingly. Profit or cash dividends pro rata distributed by the
invested company are to minus book value of the relative long-term investment. Book value of long-term
investment is adjusted when changes occur other than net gains and losses, other comprehensive income and
profit distribution of the invested company, and is to reported in owners‘ equity accordingly
The Company should recognized net profit of invested unit after adjustment, based on fair value of vary
identifiable assets of invested unit while obtained investment, while recognized net profit or net losses of invested
units that should be enjoy by investment enterprise. the un-realized transaction gains/losses attributable to
investment enterprise, internally occurred between the Company, affiliated units and joint-ventures should
calculated by proportion of shares-holding which should be offset, than recognized investment gains/losses.
When the Company is confirmed to share losses of the invested units, the following order shall prevail for
disposal: first of all, offset carrying value of long-term equity investment. Second, for long-term equity investment
whose carrying value is not enough for offset, investment loss should be continued to recognize within the limit of
carrying value of other long-term equity which substantially forms net investment to invested units, to offset
carrying value of long-term items receivable. At last, after the aforesaid treatment, if enterprise still bears
additional duties according to investment contract or agreement, projected liabilities are recognized in accordance
to the the obligations which are expected to undertake, and then recorded in current gains and losses.
In the event that the invested unit realizes profit in later periods, the Company will adopt disposal adversed to the
above order after deduction the unrecognized share of loss, i.e. write off the carrying value of the recognized
projected liabilities, recover carrying value of long-term equity which substantially forms net investment to
invested unit and long-term equity investment, and recognize investment income at the same time.
3. Transfer of calculation for long term equity investment
(1)measure at fair value transfer to equity method
For the equity investment originally held by the Company in which it has no control, common control or
significant influence over the investee and which is accounted for under recognition and measurement principle as
financial assets, in case that the Company becomes able to exercise significant influence or common control upon
the investee due to additional investment while no control is reached, the sum of fair value of the originally held
equity investment as determined under Business Accounting Principles No.22- Recognition and Measurement
Principle as Financial Assets plus cost of the new investment shall be deemed as the initial investment cost upon
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calculation under equity method.
If the originally held equity investment is classified as available for sale financial assets, the difference between its
fair value and carrying value and the accumulated fair value movement which is originally included in other
comprehensive income shall be transferred to current period gains and losses under equity method.
In case that the initial investment cost under equity method is lesser than share of fair value of the investee‘s net
identifiable assets as of the date when additional investment is made as calculated based on the latest shareholding
proportion upon additional investment, carrying value of the long term equity investment shall be adjusted against
such difference which is included in current period non-operating income.
(2) measure at fair value or calculation under equity method transfer to calculation under cost method
For the equity investment originally held by the Company in which it has no control, common control or
significant influence over the investee and which is accounted for under recognition and measurement principle as
financial instrument, or for long term equity investment originally held in associates or joint ventures, in case that
the Company becomes able to exercise control over investee not under common control due to additional
investment, the sum of fair value of the originally held equity investment plus cost of the new investment shall be
deemed as the initial investment cost upon calculation under cost method when preparing separate financial
statement.
For other comprehensive income as recognized under equity method in respect of equity investment held prior to
acquisition date, when the Company disposes this investment, the aforesaid income shall be accounted for on the
same basis as the investee would otherwise adopt when it directly disposes relevant assets or liabilities.
For equity investment held prior to acquisition date which is accounted for under Business Accounting Principles
No.22- Recognition and Measurement of Financial Assets, the accumulated fair value movement which originally
included in other comprehensive income shall be transferred to current period gains and losses upon calculation
under cost method.
(3)calculation under equity method transfer to fair value measurement
In case that the Company lost common control or significant influence upon investee due to disposal of part equity
investment, the remaining equity investment shall be calculated under Business Accounting Principles No.22-
Recognition and Measurement of Financial Assets, and the difference between its fair value and carrying value as
of the date when the Company lost common control or significant influence shall be included in current period
gains and losses.
For other comprehensive income as recognized under equity method in respect of the original equity investment,
when the Company ceases calculation under equity method, the aforesaid income shall be accounted for on the
same basis as the investee would otherwise adopt when it directly disposes relevant assets or liabilities.
(4)cost method transfer to equity method
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In case that the Company lost control upon investee due to disposal of part equity investment, and if the remaining
equity investment can exercise common control or significant influence over the investee, equity method shall be
adopted when preparing separate financial statement, and the remaining equity investment shall be adjusted as if it
had been stated under equity method since the acquisition.
(5)cost method transfer to fair value measure
In case that the Company lost control upon investee due to disposal of part equity investment, and if the remaining
equity investment cannot exercise common control or significant influence over the investee, Business Accounting
Principles No.22- Recognition and Measurement of Financial Assets shall be adopted for accounting treatment
when preparing separate financial statement, and the fair value and carrying value as of the date when control is
lost shall be included in current period gains and losses.
4. Disposal of long term equity investment
Difference between carrying value and actual acquisition price in respect of disposal of long term equity
investment shall be included in current period gains and losses. For long term equity investment under equity
method, the Company shall adopt the same basis as the investee directly disposes relevant assets or liabilities
when disposing this investment, and account for the part originally included in other comprehensive income under
appropriate proportion.
If the terms, conditions and economic impact of each transaction involved in the disposal by steps of investment
in subsidiaries fall into one or more of the following situations, such transactions will be accounted for as a
package deal:
(1) such transactions are entered into simultaneously or in the case of considering the impact of each other;
(2) such transactions as a whole in order to reach a complete commercial results;
(3) the occurrence of one transaction is subject to that of at least one other transaction;
(4) a transaction alone is not economic, but otherwise when considered with other transactions.
Enterprises that lose control of their original subsidiaries due to the disposal of partial equity investment or
otherwise, and therefore disqualify a package deal, should prepare the relevant accounting treatment in
differentiation with individual financial statements and consolidated financial statement:
(1)in separate financial statement, as for disposal of equity interest, difference between carrying value and actual
acquisition price shall be included in current period gains and losses. In case that the remaining equity interests
can exercise common control or significant influence over investee, it shall be stated under equity method in stead,
and shall be adjusted as if the remaining equity interests had been stated under equity method since the acquisition.
In case that the remaining equity interests cannot exercise common control or significant influence over investee,
it shall be accounted for under Business Accounting Principles No.22- Recognition and Measurement Principle of
Financial Instruments, and the difference between its fair value and carrying value as of the date then the
Company lost control shall be included in current period gains and losses.
(2)in consolidated financial statement, for those transactions occurred before lost of control in subsidiaries, the
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difference between disposal price and share of net assets of subsidiaries since purchase date or combination date
shall be used to adjust capital reserve (equity premium), and if capital reserve is insufficient to offset, then it shall
adjust retained earnings; when the Company lost control in a subsidiary, the remaining equity interests would be
re-measured at the fair value as of the control-lost date. The sum of consideration gained from the disposal of
equity and the fair value of remaining equity minus the share of net assets of original subsidiaries since the day of
purchase and based on its original shareholding ratio is credited into investment gain for the current period, and
off-set the goodwill at the same time. Other comprehensive income in relation to equity investments of original
subsidiaries should be transferred to investment gain for the period at the time of loss of control.
Each transaction involved in the disposal of equity investments of subsidiaries until loss of control falls into a
package deal, carrying accounting treatment on transaction of losing control rights and disposing the company,
and should be accounted for accordingly in differentiation with individual financial statements and consolidated
financial statements:
(1) In consolidated financial statements, difference between each payment from disposal of an equity and the book
value of such long-term equity investment before the loss of control should be recognized as other comprehensive
income and at the time of loss of control, transferred to profit or loss for the current period.
(2) In consolidated financial statements, difference between each payment from disposal of a subsidiary and the
share of its net assets through investment before the loss of control should be recognized as other comprehensive
income and at the time of loss of control, transferred to profit or loss for the current period.
5. Criterial for common control and significant influence
Where the Company jointly controls an arrangement with other participators under agreed terms, and decisions
which materially affect return of such arrangement can only exist when other participators unanimously agree on
the decisions, the Company is deemed to jointly control this arrangement with other participators, and the
arrangement belongs to joint venture arrangement.
In case of a joint venture arrangement concluded through separate entity, when the Company is judged to be
entitled to the net assets of the separate entity under relevant agreements, the entity shall be viewed as a joint
venture under equity method. However, when the Company is judged to be not entitled to the net assets of the
separate entity under relevant agreements, the entity shall be viewed as a joint operation, in which case, the
Company recognizes items relating to its share of interests from the joint operation and accounts for according to
relevant business accounting rules.
Significant influence refers to that investor has right to participate in making decisions relating to the financial and
operational policies of the investee, while not able to control or jointly control (with others) establishment of these
policies. The following one or more conditions are based to judge whether the Company has significant influence
over investee with consideration of all facts and situations: (1)has delegate in the board of directors or similar
authority organs of investee; (2)participate in establishing financial and operational policies of the investee;
(3)occur material transactions with the investee; (4)delegate management to the investee; (5)provide key technical
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data to the investee.
15. Investment real estate
Measurement model of investment real estate
Measure by cost
Depreciation or amortization method
Investment real estate is defined as the real estate with the purpose to earn rent or capital appreciation or both,
including the rented land use rights and the land use rights which are held and prepared for transfer after
appreciation, the rented buildings.
The investment property of the Company is accounted at its cost. Cost of investment property purchased from the
external sources includes purchase payment, related taxes and other expenditures which can be directly
attributable to such assets; Cost of investment property constructed by the Company comprise of the necessary
expenditure occurred during the construction for reaching the condition of planned use.
Consequent measurement of investment estate shall be measured by cost method. Depreciation and amortization
are provided to the buildings and land use right pursuant to the predicted service life and net rate of salvage value.
The predicted service life and net rate of salvage value and annual depreciation(amortization) are listed as follows:
Type Expected operating life (year) Predicted rate of net salvage value Depreciation(amortization)
rate per annum
Land Use Right 50 0%-10% 1.80%-2.00%
House and buildings 20-28 0%-10% 3.56%-4.50%
When investment real estate turns to be used by holders, it shall switch to fixed assets or intangible assets
commencing from the date of such turning. And when self-used real estate turns to be leased out for rental or
additional capital, the fixed assets or intangible assets shall switch to investment real estate commencing from the
date of such turning. In situation of switch, the carrying value before the switch shall be deemed as the credit
value after the switch.
Indication of impairment is assessed, the recoverable amount shall be estimated and the impairment shall be
recognizing while the recoverable amount lower than its book value.
Impairment loss once recognized shall not be reversed.
When investment is disposed, or out of utilization forever and no economic benefit would be predicted to obtain
through the disposal, the Company shall terminate recognition of such investment real estate. The amount of
income from disposal, transfer, discarding as scrap or damage of investment real estate after deducting the asset‘ s
carrying value and relevant taxation shall be written into current gains and losses.
16. Fixed asset
1. Recognition
Fixed assets is defined as the tangible assets which are held for the purpose of producing goods, providing
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services, lease or for operation & management, and have more than one year of service life. Fixed assets should be
recognized for qualified the followed conditions at the same time:
(1) It is probable that the economic benefits associated with the assets will flow into the Company; and
(2) The cost of the assts can be measured reliably.
(2) Depreciation method
Category Depreciation method Estimated useful life Estimated residual rate Annual depreciation rate
Houses and buildings Straight-line depreciation 20-28 5.00 3.39%-4.75%
Machinery equipment Straight-line depreciation 4-5 5.00 19.00%-23.75%
Transportation
Straight-line depreciation 5-20 5.00 4.75%-19.00%
equipment
Other equipment Straight-line depreciation 3-5 5.00 19.00-31.67%
(3) Basis of asserting, pricing and depreciation method on fixed assets under financing lease
A fixed asset leased by the Company is recognized as the fixed asset held under finance lease if one or more of the
following criteria is met:
(1) Upon the expiry of the lease term, the ownership is transferred to the Company.
(2) the Company has the option to purchase the asset at a predetermined price that is expected to be sufficiently
lower than the fair value at the date the option becomes exercisable and it is reasonably ascertained at the
inception of lease that the option will be exercised.
(3) the lease term approximates the useful life of the relevant asset even if the ownership is not transferred.
(4) at the inception of the lease, the present value of the minimum lease payments is substantially equivalent to the
fair value of the leased asset.
(5) the leased assets are of such a specialized nature that only the Company can use them without major
modification.
A fixed asset held under finance lease is initially recognized at the lower of fair value of the leased asset and the
present value of the minimum lease payments, while the amount of the minimum lease payments will be
recognized as the entry value of long-term account payable, the difference between them will be recognized as
unrecognized financing costs. The initial direct costs such as commissions, attorney‘s fees, travelling expenses,
stamp duties attributable to the leased item incurred during the process of lease negotiating and signing the leasing
agreement shall be recorded in the asset value. Unrealized finance costs will be amortized using actual interest
rate method over each period during the lease terms.
The Company adopts depreciation policies for leased assets consistent with those of self-owned fixed assets for
the purpose of calculating the depreciation of a leased asset. If it is reasonable to be certain that the lessee will
obtain the ownership of the leased asset when the lease term expires, the leased asset shall be fully depreciated
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over its useful life. If it is not reasonable to be certain that the lessee will obtain the ownership of the leased asset
at the expiry of the lease term, the leased asset shall be fully depreciated over the shorter one of the lease term or
its useful life.
17. Construction in process
1. Classification of constructions under progress
The constructions under progress of the Company are accounted for by fund project.
2. Standard and point of time for construction in process carrying forward to fixed assets
Fixed asset is booked with the entire expenditures occurred in the construction in process till it arrives at predicted
state for use. For those constructions in process of fixed assets which have already arrived at the predicted state
for use, while still with absence of completion settlement, they shall be carried forward to fixed assets at the
estimated value based on engineering budget, construction cost or actual cost commencing from the date of arrival
of the predicted state for use. Meanwhile, they shall be also subject to the depreciation policies applicable to fixed
assets of the Company for provision of depreciation. Once completion settlement is made, the original temporary
estimated value shall be adjusted at the effective cost. However, the original provision of depreciation remains
unchanged.
3. Impairment test and impairment provision for construction in process
The Company determines whether there is evidence of impairment that may occur upon construction in progress
at end of each period.
If there is indication of impairment of construction in progress, the Company shall estimate its recoverable
amount. The recoverable amount is to be determined by the higher between the net price of the fair value of
construction in progress after subtracting costs of disposal and the present value of expected future cash flow from
construction in progress.
When the recoverable amount of construction in progress is below their book value, the book value of
construction in progress shall be written down to its recoverable amount, and the amount of write-down shall
recognized as impairment loss of construction in progress, and included into current profits and losses. At the
same time, the provision for depreciation of construction in progress shall be accrued.
After the recognition, the impairment loss of construction in progress shall not be reversed in subsequent
accounting period.
If there are indications showing that impairment of certain construction in progress is possible, the Company shall
estimate its recoverable amount based on individual construction. If difficult to do so, the Company shall
determine the recoverable amount of the assets group on basis of the asset groups to which the construction in
progress belongs.
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18. Borrowing expenses
1. Recognition of the borrowing expenses capitalization
Borrowing expenses that attributed for purchasing or construction of assets that are complying with capitalizing
conditions start to be capitalized and counted as relevant assts cost; other borrowing expenses, reckoned into
current gains and losses after expenses recognized while occurred.
Assets satisfying the conditions of capitalization are those assets of fixed, investment real estate etc. which need a
long period of time to purchase, construct, or manufacturing before becoming usable.
Capitalizing for borrowing expenses by satisfying the followed at same time:
(1) Assets expense occurred, and paid as expenses in way of cash, non-cash assets transfer or debt with interest
taken for purchasing, constructing or manufacturing assets that complying with capitalizing condition;
(2) Borrowing expenses have occurred;
(3) Necessary activities occurred for reaching predicted usable statues or sale-able status for assets purchased,
constructed or manufactured.
2. Period of capitalization
Capitalizing period was from the time star capitalizing until the time of suspended capitalization. The period for
borrowing expensed suspended excluded in the period.
If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalization
reached its predicted usable status or sale-able status, capitalization suspended for borrowing expenses.
If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalization
completed projects and usable independently for part of the projects, borrowing expenses for this kind of assts
shall suspended capitalization.
If the assets have been completed in every part, but can be reached the useful status or sale-able status while
completed entirely, the borrowing expense shall be suspended for capitalization while the assets completely
finished in whole.
3. Period of suspended
If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalization is
suspended abnormally for over 3 months, capitalizing of borrowing expenses shall be suspended; the suspended
assets that satisfying the conditions of capitalization meets the necessary procedure of reaching predicted usable
status or sellable status, capitalizing of borrowing expenses shall be resumed. The borrowing expenses occurred
during the period of suspended shall reckon into current gains and losses until the purchasing, construction, or
manufacturing process is resumed for capitalizing.
4. Calculation for capitalization amount
Interest expenses practically occurred at the current term of a special borrowing are capitalized after deducting of
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the bank saving interest of unused borrowed fund or provisional investment gains
Capitalization amounts of common borrowings are decided by the weighted average of exceeding part of
accumulated asset expenses over the special borrowing assets multiply the capitalizing rate of common
borrowings adopted. Capitalization rates are decided by the weighted average of common borrowings.
For those expenses with discount or premium, determined the amortizable discount or premium in every fiscal
year by effective interest method, than adjusted interest amount in every period
19. Biological assets
The biological assets of the Company refer to consumptive biological assets and productive biological assets. The
consumptive biological assets including young and livestock etc., productive biological assets including eggs etc.
Biological assets are recognized upon satisfaction of the following conditions:
(1) the company owns or controls the biological asset due to the past transaction or proceeding;
(2) the economic benefits or service potential related to the biological assets are likely to flow into the company;
(3) cost of the biological assets can be measured reliably.
Acquisition and disposal of biological assets: cost of biological assets upon change of use is determined based on
the carrying value when use changes; the disposal income arising from disposal, damage or inventory losses of
biological assets less the carrying value and related taxes shall be recorded in current profit and loss.
The productive biological assets are initially measured according to the cost. The cost of the outsourcing
productive biological assets includes purchase cost, related taxes and dues, transportation charge, insurance
expenses and other expenses directly belonging to the purchase of this asset. The book value of the productive
biological assets of the investors is measured by adding the value on the investment contract or the value
stipulated by agreement to the payable taxes and dues, but if the contract or agreement appoints the value as unfair,
the actual cost is determined by the fair value. The cost of the progenitive productive biological assets is
determined according to the necessary expenses occurred before achieving the anticipated production and
management purposes, including the feed cost, labor cost and indirect expenses to be shared, etc.
The closing or the management and feeding costs occurred after achieving the predetermined production and
management purposes of the productive biological assets of the Company are reckoned in the current profit and
loss.
The Company withdraws and depreciates the productive biological assets, and the depreciation adopts the
straight-line depreciation method. The Company determines its service life and anticipated net residual value
according to the nature and service condition of the productive biological assets and the anticipated
implementation way of the related economic interests. At the end of the year, the Company re-checks the service
life, anticipated net residual value and depreciation method of the productive biological assets, and adjusts
correspondingly if it differs from the original assessment.
The expected service life, anticipated net residual value and yearly depreciation of the productive biological assets
of the Company are as follows:
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Category Estimated useful life (Year) Estimated residual rate Annual depreciation rate
Eggs 1 5% 95%
On balance sheet date, the Company measures the productive biological assets in accordance with the lower one
of its book value and the recoverable amount, withdraws the provision for impairment of productive biological
assets according to the balance between the book value and the recoverable amount of the single assets. The
impairment loss of the productive biological assets cannot be reversed in the subsequent accounting periods once
recognized.
Gain and disposal of the biological assets: The cost of the biological assets after changing the purposes are
recognized according to the book value at the time when changing the purposes; when the biological assets being
sold, damaged or having inventory losses, reckon the balance after deducting the book value and related taxes and
dues from the disposal consideration in the current profit and loss.
20. Intangible assets
(1) Pricing method, service life and impairment test
An intangible asset is an identifiable non-monetary asset without physical substance owned or controlled by the
Company, including land use right and non-patented technology etc.
1. Initial measurement of intangible assets
For those intangible assets purchased from outside, the purchase value, relevant taxes and other payments
attributable to predicted purpose obtained should recognized as cost for this assts. For those purchased amount
that paid overdue exceeded the normal credit condition, owns financing natures actually, the cost should be
recognized based on the current value while purchased
As for the intangible assets acquired from the debtor in debt restructuring for the purpose of settlement of debt, the
fair value of the intangible assets shall be based to determine the accounting value. The difference between the
carrying value of restructured debt and the fair value of the intangible assets use for settlement of debt shall be
recorded in current gains and losses.
With the preceding conditions that non-monetary assets exchange has commerce nature and the fair value of the
assets exchanged in or out can be measured reliably, the intangible assets exchanged in through non-monetary
assets exchange are accounted at the value based on the fair value of assets exchanged out, unless there is obvious
evidence showing the fair value of assets exchanged in is more reliable; for non-monetary assets exchange not
qualifying for the preceding conditions, the carrying value of assets exchanged out and related taxes payable shall
be viewed as the cost of intangible assets exchanged in, without recognition of gains and losses.
Intangible assets obtained by means of enterprise mergered under common control, recognized book-keeping
value by the book value of mergered party; Intangible assets obtained by means of enterprise mergered under
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different control, recognized book-keeping value by the its fair value.
For those cost of intangible assets development internally including: the used materials, labor cost and register
charge for development; amortization for other patent and concession used and interest expense satisfying the
capitalization condition during process of development; other directly expense before reached its predated useful
purpose.
2. Subsequent measurement
Analysis and determined the service life for intangible assts while obtained. And calssified into intangible assets
with limited useful life and assets without certain service life
(1) intangible assets with limited useful life
Those intangible assets with limited useful life are evenly amortized on straight basis from the date when they
become useable to the end of expected useful life. Particular about the estimation on intangible assets with limited
service life:
Item Predicted useful life Basis
Patent right, trademark right, non-patents and 5-year Within the terms of contractual rights or other statutory
outsourcing software rights
Land use right 50-year Within the terms of contractual rights or other statutory
rights
At end of report term, revising will be performed on the useful life of intangible assets with limited useful life and
the methods of amortizing.
Being revised, the useful life of intangible assets and amortization method at period-end shows the same as
previous
(2)Criterion for intangible assets without certained service life
Intangible assets for which it is impossible to predict the term during which the assets can bring in economic
benefits are viewed as intangible assets with indefinite life.
Intangible assets with indefinite life are not amortized during the holding period, and useful life is re-reviewed at
the end of each accounting period. In case that it is still determined as indefinite after such re-review, then
impairment test will be conducted continuously in every accounting period.
At end of year, revising will be performed on the useful life of intangible assets with uncertain life
The Company has no such intangible assets without certained service life after review.
(2) Accounting policy for expenditure of internal R&D
1. Detail standard for classification on research stage and exploitation stage
Research stage: stage of the investigation and research activities exercising innovative-ness for new science or
technology knowledge obtained and understanding.
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Exploitation stage: stage of the activities that produced new or material advance materials, devices and products
that by research results or other knowledge adoption in certain plan or design before the commercial production or
usage.
The expenditure of the research stage in R&D project internally shall reckon into current gains and losses while
occurred.
2. Standards for capitalization satisfaction of expenditure in exploitation state
Intangible assets recognized for expenditure in exploitation stage by satisfying the followed at same time:
(1) Owes feasibility in technology and completed the intangible assets for useful or for sale;
(2) Owes the intention for completed the intangible assets and for sale purpose;
(3) Way of profit generated including: show evidence that the products generated from the intangible assets owes
a market or owes a market for itself; if the intangible assets will use internally, than show evidence of useful-ness;
(4) Possess sufficient technique, financial resources and other resources for the development of kind of intangible
assets and has the ability for used or for sale;
(5) The expenditure attributable to the exploitation stage for intangible assets could be measured reliably.
21. Impairment of long term assets
Long term asset is judged whether for which there is indication of impairment on balance sheet date. If there is
indication of impairment, the Company would estimate its recoverable amount based on single asset; if it is
difficult to estimate the recoverable amount of single asset, then the assets group which the single asset belongs to
is based to determine the recoverable amount of the assets group.
Recoverable amount of an asset is determined at the higher of its fair value less disposal fee and present value of
its predicted future cash flow.
If measurement of recoverable amount shows that the recoverable amount of long term asset is lower than
carrying value, then the carrying value shall be deducted to recoverable amount, with the deducted amount
recognized as impairment loss which is included in current period gains and losses, meanwhile, asset impairment
provision shall be made accordingly. Once recognized, asset impairment loss would not be reversed in future
accounting period.
Once an asset is recognized for impairment loss, its depreciation or amortization expense would be adjusted in
future periods, so as to systematically allocate the adjusted asset carrying value (after deduction of predicted net
residual value) during the remaining useful life.
Goodwill arising from business combination and intangible assets with indefinite useful life shall be tested
annually for impairment whether or not there is indication of impairment.
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Goodwill is tested for impairment with the related assets group. When conducting impairment test for relevant
asset group with inclusion of goodwill, in case that there is indication of impairment for such asset group,
impairment test would be firstly conducted in respect of the asset groups without inclusion of goodwill. Then, it
shall calculate the recoverable amount and determine the corresponding impairment loss as compared to its
carrying value. Second, asset group with inclusion of goodwill would be tested for impairment. If it is found after
comparison between the carrying value and recoverable amount of the asset group that the recoverable amount is
less than carrying value, the Company would recognize impairment loss for goodwill.
22. Long term prepaid expense
Long term prepaid expense represents the expense which the Company has occurred and shall be amortized in the
current and later periods with amortization period exceeding one year.
Amortized equally during the benefit period for those long-term expenses whose has a defined benefit period, for
those without a defined benefit period, amortized equally within 5 years.
23. Staff remuneration
(1) Accounting treatment of short-term remuneration
Short term remuneration refers to all the staff remuneration payable by the Company to its staff within 12 months
after the end of annual reporting period in which staff provides relevant services, other than post office benefit and
dismissal benefits. The Company recognizes short term remuneration payables as liabilities during the accounting
period during which staff provides services, and includes in cost and expense of relevant asset according to the
beneficial parties of such services.
(2) Accounting treatment of post office benefits
Post office benefits refer to kinds of remuneration or benefits granted by the Company to staff for their provision
of service upon retirement or release of employment, other than short term remuneration and dismissal benefits.
Post benefit plan is categorized as defined withdraw plan and defined benefit plan.
Defined withdraw plan under post office benefit mainly represents participation into social basic pension
insurance and unemployment insurance operated by labor and social security authorities. During the accounting
period when employee provides services for the Company, the contribution calculated under defined withdraw
plan would be recognized as liabilities and included in current gains and losses or relevant asset cost.
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(3) Accounting treatment of dismissal benefit
Dismissal benefit represents compensation paid to employees for release of employment before expiration or as
compensation for their willing of cut, which is included in current gains and losses during the period when it
occurs.
(4) Accounting treatment of other long term staff benefits
24. Accrual liability
When the Company is involved in proceedings, debt guarantees, onerous contracts and reorganization events, if
such events may require delivery of assets or rendering of services in the future and the amounts of such events
can be reliably measured, accrued liabilities are recognized.
1. Recognition criteria of accrued liability
The Company recognizes the accrued liabilities when obligations related to contingencies satisfy all the following
conditions:
-- This obligation is a present obligation of the Company;
-- The performance of such obligation is likely to result in outflow of economic benefits from the Company; and
-- The amount of the obligation can be measured reliably.
2. Method of measuring of accrued liabilities
Accrued liabilities shall be initially measured at the best estimate of the expenditure required to settle the related
present obligation.
The Company, when determining the best estimate, has had a comprehensive consideration of risks with respect to
contingencies, uncertainties and the time value of money. If the time value of money is significant, the best
estimate shall be determined after discounting the relevant future outflow of cash.
The best estimate will be dealt with separately in the following circumstances:
The expenses required have a successive range (or band), in which the possibilities of occurrence of each result
are the same, and the best estimate should be determined as the middle value for the range, i.e. the average of the
upper and lower limit.
The expenses required does not have a successive range (or band), or although there is a successive range (or
band), the possibilities of occurrence of each result are not the same, if the contingency is related to individual
item, the best estimate should be determined as the most likely amount; where the contingency is related to a
number of items, the best estimate should be calculated and determined according to the possible results and the
relevant possibilities.
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When all or part of the expenses necessary for the settlement of an estimated liability of the Company is expected
to be compensated by a third party, the compensation should be separately recognized as an asset only when it is
virtually certain that the compensation will be received. The amount recognized for the compensation should not
exceed the book value of the estimated liability.
25. Share-based payment
1. Category of share-based payment
Share-based payment of the Company divided into share-based payment settled by equity and by cash
2. Determination of fair value of equity instruments
If there is an active market for an equity instrument granted such as share option, the quoted price in the active
market is used to establish the fair value of the equity instrument. If there is no active market for the equity
instrument granted such as share option, the option pricing model is used to determine the fair value. Option
pricing model is elected after taking into account the following factors: (1)exercise price of the option;
(2)effective period of the option; (3)prevailing price of the subject shares; (4)predicted fluctuation rate of share
prices; (5)predicted dividend of shares; (6)risk-free interest rate of the option in effective period.
When determining fair value of equity instruments on the date of grant, influences from market conditions among
conditions available for exercising rights and those not available for exercising rights as provided in share-based
payment agreement should be considered. If there is condition not available for exercising rights in respect of
share-based payment, cost expenses attributable to services received can be recognised provided that employees
or other parties satisfy all the non-market conditions among conditions available for exercising rights (such as
service term).
3. Bases for determining the best estimate for exercisable equity instruments
On each balance sheet date during the vesting period, best estimate shall be made based on the latest available
information on change of employees who are entitled to exercise right, and number of exercisable equity
instruments shall be amended accordingly. On exercise date, number of the final predicted exercisable equity
instruments shall accord to the actual number of exercisable instruments.
4. Accounting for implementation, amendment or termination of share-based payment plan
Equity-settled share-based payment is measured at fair value of equity instruments granted to staff. For equity
instruments which are exercisable immediately upon grant, they are included in relevant costs or expenses at fair
value of the instruments as of the date of grant, with increase of capital reserve accordingly. For instruments for
which exercise is conditional upon completion of service in vesting period or satisfaction of required results,
services received in current period are included in relevant costs or expenses and capital reserve at the fair value
of the equity instrument as of the date of grant based on the best estimate of the numbers of exercisable equity
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instruments on each balance sheet date during the vesting period. Recognized relevant costs or expense and total
owners‘ equity will not be adjusted after the exercise date.
The cash-settled share-based payment shall be measured at the fair value of liabilities identified on the basis of
shares or other equity instruments undertaken by the Group. For the instruments that may be exercised
immediately after the grant, the fair value shall, on the date of the grant, be recognized in relevant costs or
expenses and the liabilities shall be increased accordingly. For instruments that cannot be exercised until the
services are fully provided during vesting period or specified performance targets are met, on each balance sheet
date within the vesting period, the services acquired in the current period shall, based on the best estimate of the
number of exercisable instruments, be recognized in relevant costs or expenses and the corresponding liabilities at
the fair value of the liability incurred by the Group. The Group shall, on each balance sheet date and on each
account date prior to the settlement of the relevant liabilities, re-measure the fair values of the liabilities and
include the changes in the profit or loss for the period.
5. Amendment and relevant accounting treatment for those with amendment clauses and condition concerned
During the vesting period, where an equity instrument award is cancelled, it is treated as if it had vested on the
date of cancellation, and any expense not yet recognized for the award is included immediately into the profit or
loss for the period and capital reserve is recognized. Where employees or other parties are permitted to choose to
fulfill non-vesting conditions but have not fulfilled during the vesting period, equity instrument award are deemed
cancelled.
26. Revenue
Revenue of the Company mainly including revenue from goods selling, sale of real estate, revenue from property
rent-out and labor service revenue etc.
1. Recognition standards of income from commodity sales:
When main risks and rewards attached to the ownership of goods have been transferred to the buyer, reserved
neither continuous management power nor effective control over the goods, incoming payment can be measured
reliably, relative financial benefit possibly inflow to the company, cost occurred or will occur can be reliably
measured, sales income of goods is recognized.
2. Sales revenue recognition for property industry:
(1)construction completion and qualified acceptance of properties;
(2)commercial property pre-sale license granted by relevant state resources and housing bureau;
(3)enter into sales contract;
(4)sales contract has been certified and confirmed by property exchange center;
(5)receive property price or obtain payment certificate from buyers;
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(6)complete deliver procedure for commercial properties.
Upon satisfaction of all the above conditions, the Company recognises sales revenue
3. Recognition of property leasing revenue:
Property leasing revenue is recognised when the Company receives rental or obtain payment certificate from
buyers based on the payment date and rental amount to be paid by lessee as provided in the contract or agreement
entered into between the Company and the lessee.
4. Labor service revenue
(1) Income of the contract can be measured reliably
(2) Financial benefit attached to the contract is possibly inflow to the company
(3) Schedule of the contracted project can be determined reliably;
(4) and the relevant amount of cost incurred or to be incurred can be measured reliably
5. Recognition basis of revenue from transferring the use right of assets
The economic benefits related to transactions are probable to flow into the Company; and amount of revenue can
be measured reliably
27. Government grants
(1) Criterion and accounting treatment on government grants with asstes concerned
1. Type
Governments grants of the Company refer to the monetary and non-monetary assets obtained from government
for free, but not including the capital input by the government as a owner of the enterprise. And government
grants are divided into those related to assets and others related to revenues in line with the assistance object
regulated in relevant government documents.
2. Recognition of government subsidies
At end of the period, if there are evidence show that the Company qualified relevant condition of fiscal supporting
polices and such supporting funds are predicted to obtained, than recognized the amount receivable as government
subsidy. After that, government subsidy shall recognized while actually received.
Government subsidies in the form of monetary assets are stated at the amount received or receivable. Government
subsidies in the form of non-monetary assets are measured at fair value; if fair value cannot be obtained, a
nominal amount (RMB1) is used. Government subsidies measured at nominal amount is recognized immediately
in profit or loss for the current period.
3. Accounting treatment
Government grants in relation to assets shall be recognized as deferred income, and are recorded in non-operating
income according to service life of such constructed or purchased assets by installments.
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(2) Criterion and accounting treatment on government grants with revenue concerned
Government grants in relation to revenues, shall be recognized as deferred income upon acquisition and recorded
in current non-operating income during the periods in which relevant expenses are recognized when such grants
are for the purposes of compensating relevant expenses or losses of an enterprise in future periods; and shall be
directly credited to current non-operating income upon acquisition when such grants are for the purposes of
compensating occurred relevant expenses or losses of an enterprise.
When there is reversal of the government grants recognized, if the relevant deferred income exists, such deferred
income is offset against the balance of the carrying value with the excess dealt with in the profit or loss for the
period. If the relevant deferred income does not exist, it will be directly dealt with in the profit or loss for the
period.
28. Deferred income tax assets and deferred income tax liabilities
1. Recognition basis for the deferred income tax assets
The deferred income tax assets arising from deductible temporary difference shall be recognized to the amount of
taxable income which it is most likely to obtain and which can be deducted from the deductible temporary
difference.
2. Recognition basis for the deferred income tax liabilities
The Company shall recognize the accrued taxable temporary differences of the current period and prior periods as
a deferred income tax liability. Excluding the temporary difference arising from the transaction by goodwill and
through non-business combination which, at the time of transaction, the accounting profits will not be affected,
nor will be taxable amount is affected.
3. Deferred tax assets and liabilities are offset if all the following conditions are met
(1) an enterprise has the legal rights to settle the income tax assets and income tax liabilities for the current
period by net amount;
(2) they relate to income taxes levied by the same tax authority on either the taxable entity has a legally
enforceable right or set off current income tax assets against current income tax liabilities, and different taxable
entities which either intend to settle the current income tax liabilities and assets on a net basis, or to realize the
assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax
liabilities or assets are expected to be settled or recovered.
Normally in separate financial statement, current income tax assets and liabilities and deferred income tax assets
and liabilities are stated at the net amount after offset. In consolidated financial statement, current income tax
assets or deferred income tax assets of parties included in consolidation scope will not be offset with current
income tax liabilities or deferred income tax liabilities of other parties, unless the companies involved has legal
right for settlement on a net basis and intend to make settlement in such way.
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29. Lease
(1) Accounting treatment of operation lease
In terms of the tenancy, if all the risks and remuneration of the ownership of the assets lease are transfer
substantially to the lessee, the lease will consider as finaning lease other than operation lease.
1. Accounting treatment of operating lease
(1) The lease payment paid for leasing assets is amortized under straight line method in the entire lease period
without deduction of lease-for-free period, and is recorded in current expenses. The initial direct expenses paid by
the Company related to lease transactions shall be recorded in current expenses.
If asset leaser assumes the lease related expenses which shall be assumed by the Company, the Company shall
deduct such expenses from the total rental and amortize based on the deducted rental expenses during the lease
period and record in current expenses.
(2) The lease fee collected by the Company for assets lease is amortized under straight line method in the entire
lease period without deduction of lease-for-free period, and is realize as lease income. The initial direct expenses
paid by the Company related to lease transactions shall be recorded in current expenses; for significant amount, it
shall be capitalized and recorded in current income in phases under the same basis as realization of lease income
in the entire lease period.
If the Company assumes the lease related expenses which shall be assumed by the lessee, the Company shall
deduct such expenses from the total rental income and allocate based on the deducted rental expenses during the
lease period.
(2) Accounting treatment of financing lease
(1) Assets leased by financing lease: the Company accounts the leased assets at the lower of the fair value of
leased assets and present value of the minimum lease payment on the inception date of the lease, and the
minimum lease payment is deemed as the accounting value of long term account payables, and the difference is
taken as unrealized financing expenses.
The Company amortizes the unrealized financing expenses at effective interest rate method in the asset lease
period and records in finance expenses.
(2) Assets leased out by financing lease: on the inception date of the lease, the Company realizes the difference
between the sum of financing lease account receivables and unguaranteed remaining value and its present value as
unrealized financing income which is conformed as lease income in future periods involving lease. The initial
direct expenses occurred by the Company related to lease transaction shall be recorded in the initial measurement
of financing lease account receivables. And income realized in lease period shall be reduced accordingly.
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30. Other significant accounting policies and accounting estimates
Other comprehensive income reflects the net amount of various gains and losses unrecognized in profit or loss as
required by Business Accounting Standards less income tax effects. Total comprehensive income reflects the
aggregate of net profit and other comprehensive income of the Company.
31. Changes of main accounting policy and estimate
(1) Changes of accounting policies
√ Applicable □ Not-applicable
Content and reasons of accounting policy
Approval procedures Notes
changed
(1) The Company executed the "Accounting Standards for Business Enterprises No. 9 - Employee Remuneration‖
revised or newly formulated by Ministry of Finance in 2014 and other seven specific accounting standars since 1
July 2014. The above mentioned changed of the accounting policy show no impact on financial status and
operation results of the Company.
(2) Changes of presentation of the financial statement shows no major impact on consolidate financial statement
of the Company
(2) Changes in accounting estimates
□ Applicable √ Not-applicable
32. Other
VI. Taxes
1. Main tax category and tax rate:
Taxes Basis Rate
Balance of the output tax less the input tax
VAT which is allow to deducted in current 13%, 17%
period
Money of hosue received in advance and
Business tax 5%
taxable income
Urban maintenance and construction tax Turnover tax payable 5%
Enterprise income tax Taxable income 25%
Land appreciation tax Appreciation value or pre-requisitioned Progressive rates
Educational surtax Turnover tax payable 3%
Local educational surtax Turnover tax payable 2%
Property tax Rental income or original value of the 12% or 1.2%
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property
As for the taxpaying body with different tax rate for enterprise income tax, disclosed explanations:
Taxpaying body Rate for income tax
2. Tax preference
3. Other
VII. Notes to the main items of consolidate financial statements
1. Monetary funds
Item Ending balance Opening balance
Cash 33,252.06 19,146.58
Bank deposit 35,549,107.84 77,962,341.48
Other monetary funds 1,416,185.27 11,445,403.16
Total 36,998,545.17 89,426,891.22
Other explanation
Up to 31st December 2014, the Company has no account pledge, frozen or has potential collection risks
Monetary fund with restrictions:
Item Ending balance Opening balance
Margin of housing mortgage 1,416,185.27 1,045,403.16
Margin of note receivable --- 10,400,000.00
Total 1,416,185.27 11,445,403.16
Closing balance of monetary fund decreased 52,428,346.05 Yuan over that of period-begin with 58.63% declined, mainly because
money paid for goods by Runhua RW increased in the Peirod
2. Accounts receivable
(1) Accounts receivable by type
Ending balance Opening balance
Provision for bad
Book balance Book balance Provision for bad debts
Type debts
Book
Book value
Proportio Provision value Proportio Provision
Amount Amount Amount Amount
ratio ratio
n n
Accounts receivable 2,876,72 100.00% 154,051. 5.36% 2,722,676 123,348 100.00% 6,167.40 5.00% 117,180.60
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accrued for provision 7.75 09 .66 .00
of bad debt by
portfolio
2,876,72 154,051. 2,722,676 123,348
Total 100.00% 5.36% 100.00% 6,167.40 5.00% 117,180.60
7.75 09 .66 .00
Accounts receivable with large single amount and accrued for provision of bad debt on a single basis at period-end:
□ Applicable √ Not-applicable
Accounts receivable accrued for provision of bad debt by aging analysis method in portfolio:
√ Applicable □ Not-applicable
Ending balance
Aging
Accounts receivable Provision for bad debts Provision ratio
Within 1 year
Subtotal within one year 2,808,629.75 140,431.49 5.00%
1-2 years 68,098.00 13,619.60 20.00%
Total 2,876,727.75 154,051.09 5.36%
Portfolio recognized:
Accounts receivable accrued for provision of bad debt by percentage of balance in portfolio:
□ Applicable √ Not-applicable
Accounts receivable accrued for provision of bad debt by other methods in portfolio:
(2) Provision for bad debts accrued, regain or switch back in the Period
In the Period, 147,883.69 Yuan accrued for provision of bad debts; no provision for bad debts regains or switch back in the Period.
Including major amount of bad debt provision regain or switch back in the Period:
Unit Amount regain or switch back Way of regain
(3) Top five account receivables collected by arrears party at ending balance
Unit Ending balance Ratio in account Bad debt provision accrued
receivable at period-end
(%)
Beijing Xiangeqing Industry & Trade Co., 2,053,647.40 71.39 111,592.37
Ltd.
Beijing Bo Lu Jing Hua Technology Co., 750,750.00 26.10 37,537.50
Ltd.
Electricity Authority of Chengde County 59,719.35 2.08 3,913.12
Greatwall Group of Chengde County 12,611.00 0.44 1,008.10
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承德南江股份有限公司 2014 年年度报告全文
Total 2,876,727.75 100.00 154,051.09
3. Prepayments
(1) Aging analysis of repayment
Ending balance Opening balance
Aging
Amount 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 --
Reasons for significant repayment with over one year age without settle:
Unit Ending balance Aging Reasons failure to settle on time
Chengde Real Estate Guaranty Over 2 years Loans outstanding for hosue buyers
31,600.00
Company
Total 31,600.00 --- ---
(2) Top five prepayment collected by objects at ending balance
Unit Ending amount Ratio in Time of repayment Un-settle reasons
prepayment
(%)
Tianjin Development Zone Jingang Within 1 year Account in transit during credit
5,490,100.00 70.57
Weiye International Trading Co., Ltd. period
Chengde County Xingcheng Within 1 year Before the settlemet period
Construction and Installation 759,994.98 9.77
Engineering Ltd.
Chengde Yongwang Construction Within 1 year Before the settlemet period
520,000.00 6.68
Engineering Co., Ltd.
ASK Synthetic Chemistry Within 1 year Account in transit during credit
International Trading 9Shanghai) Co., 508,750.00 6.54 period
Ltd.
Beijing Jinghuan Kehua Commerce Within 1 year Account in transit during credit
270,616.50 3.48
Co., Ltd. period
Total 7,549,461.48 96.14 --- ---
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Other explanation:
Balance of prepayment at period-end decreased 20,854,799.30 Yuan over that of period-begin with 62.23% declined,
mainly due to the settlement of engineering account.
4. Other account receivables
(1) Other account receivables by type:
Ending balance Opening balance
Provision for bad
Book balance Book balance Provision for bad debts
Type debts
Book
Book value
Proportio Provision value Proportio Provision
Amount Amount Amount Amount
ratio ratio
n n
Other receivables
with large single
2,709,27 2,709,27 1,209,2 1,209,273
amount and accrued 17.08% 100.00% 14.42% 100.00%
3.00 3.00 73.00 .00
for provision of bad
debt on a single basis
Other receivables
accrued for provision 11,220,3 212,101. 11,008,29 5,318,0 341,921.8 4,976,108.6
70.76% 1.89% 63.42% 6.43%
of bad debt by 93.72 28 2.44 30.55 8 7
portfolio
Other receivables
with minor single
1,927,95 1,927,95 1,857,9 1,857,951
amount but accrued 12.16% 100.00% 22.16% 100.00%
7.70 7.70 51.91 .91
for provision of bad
debt on a single basis
15,857,6 4,849,33 11,008,29 8,385,2 3,409,146 4,976,108.6
Total 100.00% 30.58% 100.00% 100.00%
24.42 1.98 2.44 55.46 .79 7
Other receivables with large single amount and accrued for provision of bad debt on a single basis at period-end:
√ Applicable □ Not-applicable
Other account Ending balance
receivables(by unit) Other account receivable Provision for bad debts Provision ratio Reason for provision
Claims obtained from
1,209,273.00 1,209,273.00 100.00% 预计无法收回
auction
Non-Taxable Revenue
Authority of Chengde 1,500,000.00 1,500,000.00 100.00% 预计无法收回
County
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Total 2,709,273.00 2,709,273.00 -- --
Other receivables accrued for provision of bad debt by aging analysis method in portfolio:
√ Applicable □ Not-applicable
Ending balance
Aging
Other account receivable Provision for bad debts Provision ratio
Within 1 year
Subtotal within one year 1,621,521.44 81,074.57 5.00%
1-2 years 287,885.00 57,577.00 20.00%
2-3 years 138,911.00 69,449.71 50.00%
Over 3 years 4,000.00 4,000.00 100.00%
Total 2,052,317.44 212,101.28 10.33%
Portfolio recognized:
Other accounts receivable accrued for provision of bad debt by percentage of balance in portfolio:
□ Applicable √ Not-applicable
Other accounts receivable accrued for provision of bad debt by other methods in portfolio:
□ Applicable √ Not-applicable
(2) Provision for bad debts accrued, regain or switch back in the Period
There is 1,599,447.27 Yuan provision for bad debts accrued in the Period; and 159,262.08 Yuan regains or switch back in the Period.
Including the followed significant amount:
Unit Regains or switch back Way of regain
(3) Other account receivables category by nature of money
Nature of money Ending book balance Beginning book balance
Intercourse funds 699,000.00
Margin 4,753,400.00
Petty cash 4,091,754.69 2,231,143.95
Debt auction 1,209,273.00 1,209,273.00
Land acquisition account 3,678,200.00
Tariff ready for offset 430,723.08 1,057,291.48
Other 1,694,273.65 3,188,547.03
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Total 15,857,624.42 8,385,255.46
(4) Top five other account receivables collected by arrears party at ending balance
Proportion in total Ending balance of
Unit Nature of money Ending balance Aging
other receivables bad debt provision
Land Reserve Center Final payment for
3,678,200.00 Within one year 23.20% 0.00
of Chengde County land acquisition
County housing and
Urban&Rural Margin 3,203,400.00 Within one year 20.20% 0.00
Planning bureau
Non-Taxable
Margin for land
Revenue Authority 1,500,000.00 Within one year 9.46% 1,500,000.00
bidding
of Chengde County
Debt auction Debt auction 1,209,273.00 Over 3 years 7.63% 0.00
Ma Haipeng Loan for staff 700,000.00 Within one year 4.41% 0.00
Total -- 10,290,873.00 -- 64.90% 1,500,000.00
5. Inventories
(1) Classification of inventories
Ending balance Opening balance
Item Depreciation Depreciation
Book balance Book value Book balance Book value
reserve reserve
Raw materials 906,724.95 906,724.95 836,393.84 836,393.84
Goods in process 565,568.78 565,568.78 1,118,939.06 1,118,939.06
Stock products 16,200,791.75 161,182.20 16,039,609.55 15,270,790.02 15,270,790.02
Revolving
18,498.40 18,498.40 18,498.40 18,498.40
materials
Consumptive
2,827,887.88 669,082.19 2,158,805.69 2,113,905.42 2,113,905.42
biological assets
Assets completed
without
settlement from 490,087,338.82 490,087,338.82 163,568,661.40 163,568,661.40
construction
contract
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Development
5,936,739.90 5,936,739.90 7,642,776.18 7,642,776.18
products
Total 516,543,550.48 830,264.39 515,713,286.09 190,569,964.32 190,569,964.32
(2) Inventory depreciation reserve
Increased in 2014 Decreased in 2014
Item Opening balance Reversing or Ending balance
Accrual Other Other
write-off
Stock products 161,182.20 161,182.20
Consumptive
669,082.19 669,082.19
biological assets
Total 830,264.39 830,264.39
(3) Assets completed without settlement from construction contract at period-end
Item Amount
Accumulated cost occurred 490,087,338.82
Assets completed without settlement from construction contract 490,087,338.82
Other explanation:
6. Other current assets
Item Ending balance Opening balance
Taxes paid in advance 24,131,851.80 4,478,158.24
Total 24,131,851.80 4,478,158.24
Other explanation:
Balance at period-end incrased 19,653,693.56 Yuan over that of period-begin with 438.88% up, mainly because account received in
advance for house of Huijing Tiandi project in Period increased, thus taxes paid in advance incrased
7. Long-term equity investment
Changes in 2014 Impairme
nt
Opening Additiona
Invested Investme Adjustme Other Cash Provision Ending
Capital provision
company balance l nt nt of equity dividend for Other balance
reduction at ending
investmen gains/loss other changes or profit impairme
balance
122
承德南江股份有限公司 2014 年年度报告全文
t es comprehe declare to nt losses
recognize nsive issue
d by income
equity
method
I. Joint venture
II. Associated enterprise
Runhua
RW
(Tianjin)
Water-sav 2,185,406 2,229,410
44,004.49
ing .04 .53
Technolo
gy Co.,
Ltd.
Wuchan
Minfeng
(Tianjin) 4,441,499 4,455,549
14,050.48
Chemical .45 .93
Trade
Co., Ltd.
6,626,905 6,684,960
Subtotal 58,054.97
.49 .46
6,626,905 6,684,960
Total 58,054.97
.49 .46
Other explanation:
(1) Runhua RW (Tianjin) Water-Saving Technology Co., Ltd obtained the corporation certificate on 14th Oct.
2011 with register capital of RMB 6.3 million included, Runhua RW Industrial Development invested RMB 3
million with ratio of 47.619%. The Company invested RMB 2 million with ratio of 31.746% in registered capital;
Langfang Chunyuan Minor Watering Engineer Co., Ltd invested RMB one million with ratio of 15.873% and
Zhang Heping invested RMB 300,000 with ratio of 4.7619% in registered capital.
(2) Wuchan Minfeng (Tianjin) Chemical Trade Co., Ltd had risen up the register capital of shareholders on 21st
Dec. 2012, totaling RMB 9 million included, Shanxi Wuchan Minfeng Chemistry Co., Ltd invested RMB 4.59
million with ratio of 51%. The Company invested RMB 4.41 million with ratio of 49% in registered capital.
8. Fixed assets
(1) fixed assets
Item Houses and Machinery Electronic Transportation Other Total
123
承德南江股份有限公司 2014 年年度报告全文
buildings equipment Equipments equipment
I. Original book value
1.Opening balance 8,095,437.08 1,208,815.43 3,836,318.14 716,058.25 13,856,628.90
2. Increased in 2014 37,600.00 24,297.00 61,897.00
(1) Purchase 37,600.00 24,297.00 61,897.00
(2) Transferred from
construction in progcess
(3) Increased by
enterprise combination
3. Decreased in 2014
(1) Disposal or scrap
4.Ending balance 8,095,437.08 1,246,415.43 3,836,318.14 740,355.25 13,918,525.90
II. Accumulated
depreciation
1.Opening balance 1,230,506.40 52,877.32 1,073,148.07 203,743.50 2,560,275.29
2.Increased in 2014 307,626.60 122,965.04 498,060.25 134,916.82 1,063,568.71
(1) Accrual 307,626.60 122,965.04 498,060.25 134,916.82 1,063,568.71
3.Decreased in 2014
(1) Disposal or scrap
4.Ending balance 1,538,133.00 175,842.36 1,571,208.32 338,660.32 3,623,844.00
III. Depreciation reserves
1.Opening balance
2.Increased in 2014
(1) Accrual
3.Decreased in 2014
(1) Disposal or scrap
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
124
承德南江股份有限公司 2014 年年度报告全文
2. Opening book value 6,864,930.68 1,155,938.11 2,763,170.07 512,314.75 11,296,353.61
(2) Fixed assets leasing-out by operational lease
Item Closing book value
Houses and buildings 1,180,813.95
(3) Fixed assets without property certificates
Item Book value Reasons for un-completed certificate
Other explaination
9. Productive biological assets
(1) Measured by cost
√ Applicable □ Not-applicable
Increased in 2014 Decreased in 2014
Opening
Item Outsourci Self-culti Ending balance
balance Other Total Disposition Other Total
ng vation
I. Total original 1,861,932 1,861,932 635,159.6
559,848.62 635,159.63 1,786,621.96
book value .97 .97 3
1,861,932 1,861,932 635,159.6
Livestock 559,848.62 635,159.63 1,786,621.96
.97 .97 3
Opening Increased in 2014 Decreased in 2014
-- Ending balance
balance Accrual Other Total Disposition Other Total
II. Total
1,464,631.3 620,395.3
accumulated 301,658.28 1,464,631.31 620,395.34 1,145,894.25
1 4
depreciation
1,464,631.3 620,395.3
Livestock 301,658.28 1,464,631.31 620,395.34 1,145,894.25
1 4
-- Book balance at period-begin Book balance at period-end
IV. Total book
258,190.34 640,727.71
value
Livestock 258,190.34 640,727.71
(2) Measured by fair value
□ Applicable √ Not-applicable
125
承德南江股份有限公司 2014 年年度报告全文
10. Intangible assets
(1) Intangible assets
Non-patent
Item Land use right Patent right Others Total
technology
I. Original book value 31,622,187.84
1.Opening balance 31,622,187.84 228,000.00 31,850,187.84
2.Increased in 2014
(1) Purchase
(2) Internal R&D
(3) Increased by
enterprise combination
3.Decreased in 2014 18,383,609.80 18,383,609.80
(1) Disposal 18,383,609.80 18,383,609.80
4.Ending balance 13,238,578.04 228,000.00 13,466,578.04
II. Accumulated amortization
1.Opening balance 2,985,534.43 143,000.00 3,128,534.43
2.Increased in 2014 532,452.57 45,600.00 578,052.57
(1) Accrual 532,452.57 45,600.00 578,052.57
3.Decreased in 2014 2,142,521.93 2,142,521.93
(1) Disposal 2,142,521.93 2,142,521.93
4.Ending balance 1,375,465.07 188,600.00 1,564,065.07
III. Depreciation reserve
1.Opening balance
2.Increased in 2014
(1) Accrual
3.Decreased in 2014
(1) Disposal
126
承德南江股份有限公司 2014 年年度报告全文
4.Ending balance
IV. Booking 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
Intangible assets formulated no by means of internal R&D in balance of total intangible assets at period-end was 0.00%
11. Goodwill
(1) Original book value of goodwill
Increased in 2014 Decreased in 2014
Name of invested
Formulated by
company or items Opening balance Ending balance
enterprise Other Disposition Other
formed goodwill
combination
Runhua RW 1,809,762.89 1,809,762.89
Total 1,809,762.89 1,809,762.89
(2) Impairment loss of goodwill
Name of invested Increased in 2014 Decreased in 2014
company or items Opening balance Ending balance
Accrual Other Disposition Other
formed goodwill
Runhua RW 1,809,762.89 1,809,762.89
Total 1,809,762.89 1,809,762.89
Process of impairment testing, parameter and recogniztion method for impairment losses
Runhua RW has deficit in 2014, and did not completed the performance committment; goodwill has impairement, thus impariemnt
reseves have accrual in total in the Peirod
Other explaination
12. Long-term unamortized expenses
Item Opening balance Increased in 2014 Amortized in 2014 Other decrease Ending balance
Office remodeling
258,988.44 267,725.44 138,644.68 388,069.20
costs
Repairing charges of 7,552,584.08 2,789,572.72 2,142,198.84 8,199,957.96
127
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aquaculture
workshop
Total 7,811,572.52 3,057,298.16 2,280,843.52 8,588,027.16
Other explaination
13. Deferred income tax assets and deferred income tax liabilities
(1) Deferred income tax assets un-offset
Ending balance Opening balance
Item Deductible temporary Deferred income tax Deductible temporary Deferred income tax
difference assets difference assets
Preparations of assets
3,336,892.76 834,223.19 3,336,892.76 834,223.19
depreciation
Total 3,336,892.76 834,223.19 3,336,892.76 834,223.19
(2) Deferred income tax liabilities un-offset
Ending balance Opening balance
Item Taxable temporary Deferred income tax Taxable temporary Deferred income tax
differences liabilities differences liabilities
(3) Deferred income tax assets and deferred income tax liabilities listed after off-set
Ending balance of Trade-off between the Opening balance of
Trade-off between the
deferred income tax deferred income tax deferred income tax
Item deferred income tax
assets or liabilities after assets and liabilities at assets or liabilities after
assets and liabilities
off-set period-begin off-set
Deferred income tax
834,223.19 834,223.19
assets
(4) details of unrecognized deferred income tax assets
Item Ending balance Opening balance
Deductible temporary differences 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
128
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(5) deductible losses of un-recognized deferred income tax assets expired on the followed year
Year Ending amount Opening amount Note
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 --
Other explanation:
14. Other non-current assets
In RMB
Items Ending amount Opening amount
Account paid in advance for hosue
5,201,365.53
purchase
Total 5,201,365.53
Other explanation:
Refers to the account paid in advance for hosue purchase from subsidairy Runhua RW
15. Notes payable
Type Ending balance Opening balance
Bank acceptance 26,000,000.00
Total 26,000,000.00
Notes expired at year-end without paid was 0.00 Yuan
16. Account payable
(1) Account payable
129
承德南江股份有限公司 2014 年年度报告全文
Item Ending balance Opening balance
Account payable for materials 318,150.00
Account payable for engineering 4,613,124.04 3,268,751.72
Account payable for goods 5,494,646.37 59,611.00
Other 332,268.44
Total 10,425,920.41 3,660,631.16
(2) Accounts payable with major amount and aging of over one year
Item Ending balance Reasons of un-paid or carry-over
Chengde County Xingcheng Construction
345,551.54 Quality assurance for engineering
and Installation Engineering Co., Ltd.
Chengde Yongwang Construction
274,349.42 Quality assurance for engineering
Engineering Co., Ltd.
Chengde Licheng Construction and
294,129.43 Quality assurance for engineering
Installation Work Co., Ltd.
Total 914,030.39 --
Other explanation:
Balance of account payable at period-end incrased 6,765,289.25 Yuan over that of period-begin with 184.81% up, mainly because
the account payable for goods and engineering are before the settlement period
17. Account received in advance
(1) Account received in advance
Item Ending balance Opening balance
Within one year 290,954,152.81 53,821,113.16
1-2 years
2-3 years
Over 3 years
Total 290,954,152.81 53,821,113.16
18.Wages payable
(1) Wages payable
130
承德南江股份有限公司 2014 年年度报告全文
Item Opening balance Increased in 2014 Decreased in 2014 Ending balance
I. Short-term employee
98,229.60 9,227,173.20 9,198,702.24 6,224,187.16
benefits
II. Post-employment
benefits - defined 9,647.30 677,368.72 677,623.02 9,393.00
contribution plans
III. Dismission welfare 6,097,486.60 360,903.63 360,903.63
Total 6,205,363.50 10,265,445.55 10,237,228.89 6,233,580.16
(2) Short-term employee benefits
Item Opening balance Increased in 2014 Decreased in 2014 Ending balance
1.Salary, bonus,
76,950.00 6,987,908.08 6,959,341.74 105,516.34
allowance and subsidy
2.Employee welfare 997,688.05 997,688.05
3.Social insurance
21,039.60 268,395.71 268,879.31 20,556.00
premium
Of which: including:
medical insurance 20,424.20 203,393.20 203,636.70 20,180.70
expenses
Work injury insurance
215.50 46,419.49 46,634.99
expenses
Maternity insurance 399.90 18,583.02 18,607.62 375.30
4.Housing provident
280,229.00 280,229.00
funds
5.Labor union
expenditures and
240.00 692,952.36 692,564.14 628.22
employee education
expenses
8. Other short-term
employee benefits
Total 98,229.60 9,227,173.20 9,198,702.24 126,700.56
(3) Details of defined contribution plans
Item Opening balance Increased in 2014 Decreased in 2014 Ending balance
131
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1.Basic endowment
9,047.50 619,844.10 620,267.00 8,624.60
insurance expenses
2.Unemployment
599.80 57,524.62 57,356.02 768.40
insurance expenses
Total 9,647.30 677,368.72 677,623.02 9,393.00
Other explanation:
19. Tax payable
Item Ending balance Opening balance
VAT 1,923.47 132,688.59
Business tax 94,797.17 67,762.28
Enterprise income tax 3,953,440.14 12,078,983.62
Individual income tax 1,433.95 35,510.93
Urban maintenance and construction tax 6,027.43 19,182.58
Land use tax 2,993,193.91 2,753,192.71
Educational surtax 3,006.46 7,871.26
Local educational surtax 2,004.31 5,247.55
Stamp tax 68,843.33 34,936.86
Property tax 2,897,994.17 2,888,250.17
Embankment protection fees 508.33 3,278.03
Total 10,023,172.67 18,026,904.58
Other explanation:
Balance of tax payabel at period-end decreased 8,003,731.91 Yuan over that of period-begin with 44.40% down,
mainly because sales of Qianyuan Community decreased, thus enterpise income tax payable decreased
correspondingly
20 .Other account payables
（1）Other account payables by nature
Item Ending balance Opening balance
Deposit and margin 13,859,648.05 32,922,407.15
Borrowings 1,319,199.72
132
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Agency fee 370,000.00 550,000.00
Intercourse funds 341,650.42 1,091,665.99
Withhold and remit tax 21,518.37 10,228.29
Other 32,011.33 151,482.55
Total 14,624,828.17 36,044,983.70
(2) Other payables with large amount and aging of over one year
Item Ending balance Reason for non-repayment or carryover
Wuchan Minfeng (Tianjin) Chemical Trade
6,500,000.00 Margin for good
Co., Ltd.
Chengde Chengjin Commerc & Trade Co.,
800,000.00 Margin for good
Ltd.
Chengde Yongwang Construction
518,593.95 Quality assurance of engineering
Engineering Co., Ltd.
Total 7,818,593.95 --
Other explaination
21. Share capital
In RMB
Increased (decreased) in 2014
Opening Shares
New shares Ending balance
balance Bonus shares converted from Other Sub-total
issued
public reserve
Total shares 706,320,000.00 706,320,000.00
Other explanation:
22. Capital reserves
Item Opening balance Increased in 2014 Decreased in 2014 Ending balance
Capital premium (share
390,597,031.55 137.86 390,597,169.41
premium)
Other capital reserves 65,873,219.23 65,873,219.23
Total 456,470,250.78 137.86 456,470,388.64
Other explaination, including changed in Period as well as reasons for changes:
133
承德南江股份有限公司 2014 年年度报告全文
23. Surplus reserves
Item Opening balance Increased in 2014 Decreased in 2014 Ending balance
Statutory surplus
76,791,550.17 76,791,550.17
reserves
Total 76,791,550.17 76,791,550.17
Explanation on surplus reserve, including changed in Period as well as reasons for changes:
24. Retained profits
Item 2014 2013
Retained profits at the end of last period before
-1,029,880,318.18 -1,124,687,129.34
adjustment
Retained profits at the beginning of the period
-1,029,880,318.18 -1,124,687,129.34
after adjustment
Add: The net profits belong to owners of patent
80,280,395.81 94,806,811.16
company of this period
Retained profits at the end of the period -949,599,922.37 -1,029,880,318.18
Details about adjusting the retained profits at the beginning of the year:
1) The retroactive adjustments to Accounting Standards for Business Enterprises and its relevant new regulations affect the
undistributed profits at the beginning of the year amounting to 0 Yuan.
2) The changes in accounting policies affect the undistributed profits at the beginning of the year amounting to 0 Yuan.
3) The major accounting error correction affects the undistributed profits at the beginning of the year amounting to 0 Yuan.
4) Merge scope changes caused by the same control affect the undistributed profits at the beginning of the year amounting to 0 Yuan.
5) Other adjustments affect the undistributed profits at the beginning of the year amounting to 0 Yuan.
25. Operating income and operating cost
2014 2013
Item
Income Cost Income Cost
Main business 321,397,845.14 324,806,821.49 359,002,258.47 339,054,852.08
Other business 1,104,786.49 988,187.82 4,950,000.42 28,460.39
Total 322,502,631.63 325,795,009.31 363,952,258.89 339,083,312.47
134
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26 .Business tax and surcharges
Item 2014 2013
Business tax 549,375.17 2,202,625.14
Urban maintenance and construction tax 26,857.53 128,301.80
Educational surtax 16,226.65 71,528.75
Local educational surtax 11,817.73 33,002.90
Land VAT 3,959.57 677,398.08
Property tax 14,784.67
Other 139.38 7,474.48
Total 608,376.03 3,135,115.82
Other explanation:
Business tax and surcharge decreased 2,526,739.79 Yuan over that of last period with 80.59% down, mainly
because sale of Qianyuan Community decreased in the Period
27 .Sales expenses
Item 2014 2013
Printing costs 16,388.00 5,211.00
Repair charge 37,985.06 5,743.00
Storage fee 16,027.89 29,628.91
Salary 333,297.73 49,747.11
Advertising fees 141,992.00 85,850.00
Port charges 153,068.85 136,407.10
Production costs 127,191.00 196,800.00
Lump sum 569,080.62 583,744.05
Transport charge 2,098,042.30 2,159,063.23
Other 189,761.73 11,442.18
Dpreciation and amortization 437,332.06
Mateiral consumption 88,314.00
Packaging fee 90,748.83
Total 4,299,230.07 3,263,636.58
Other explanation:
135
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28. Administration expenses
Item 2014 2013
Salary 5,157,622.44 4,903,021.63
Agency fee 1,157,509.29 2,976,882.80
Other 2,049,390.76 2,634,789.35
Tenure tax 2,866,606.56 2,516,106.83
Business entertainment 1,673,528.24 1,929,370.81
Dpreciation and amortization 1,812,529.94 1,874,911.87
Business-travel expense 1,292,323.42 986,898.70
Welfare expenses 950,060.65 764,976.35
Office allowance 629,720.11 735,452.79
Social insurance fee 895,186.95 638,962.59
Stamp duty 515,735.21 294,649.56
Travelling expenses 342,033.01 242,707.83
Amortization of low value consumables 103,321.43 235,481.00
Housing fund 201,245.00 186,872.76
Long-term deferred expenses 138,644.68 79,296.00
Repair charge 382,736.95
Mateiral consumption 378,471.90
Educational expenditure 692,090.36
Rental fee 311,998.78
Total 21,550,755.68 21,000,380.87
Other explanation:
29. Financial expenses
Item 2014 2013
Interest expenses 1,855,248.49 1,030,671.89
Less: Interest income 354,411.83 662,129.17
Profit/loss on exchange 126,499.41 47,786.16
Bank handling charges 188,687.11 200,315.27
Total 1,816,023.18 616,644.15
Other explanation:
136
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30. Asset impairment loss
Item 2014 2013
I. Bad debt loss 1,588,068.88 -2,503,321.41
II. Loss on inventory valuation 830,264.39
XIII. Impairment losses of goodwill 1,809,762.89
Total 4,228,096.16 -2,503,321.41
Other explanation:
31. Investment income
Item 2014 2013
Long-term equity investment income
58,054.97 53,372.42
calculated on equity method
Investment income obtained from bank
171,000.00 111,230.13
financial products
Total 229,054.97 164,602.55
Other explanation:
32. Non-operating income
Amount reckoned into current
Item 2014 2013
non-recurring gains/losses
Total income from disposal of
113,807,781.40 131,918,787.19 113,807,781.40
non-current assets
Including: income from
730.00 26,318,307.45 730.00
disposal of fixed assets
Income from disposal of
113,647,960.69 105,600,479.74 113,647,960.69
intangible assets
Government grants 195,101.01
Income from disposal of
159,090.71 211,376.25 159,090.71
biological assets
Other 3,892,791.31 211,376.25 3,892,791.31
Total 117,700,572.71 132,325,264.45
Government grants reckoned into current gains/losses:
137
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Grants item 2014 2013 Assets-related/Income related
Demonstration fund for Tech.
100,000.00 Income related
experiment
Three expenses of the
50,000.00 Income related
technology
Tax refund subsidy of
9,859.00 Income related
development zone
Revenue from VAT relief 33,742.01 Income related
Other 1,500.00 Income related
Total 195,101.01 --
Other explanation:
In accordance with the ―Measures of the Land Reserves‖ printed and issued by Government of Chengde County
and Ministry of Land and Resources as well as the relevant regulations of Chengde People‘s Government‘s
specialized note [2013] No.12 and [2012] No.59, lands of the Company Chengde County Guo Yong (2013) Zi
No.31 and No.33 are reserverd by Land Reserve Center of Chengde County, net revenue from transferred
amounting to 113,647,960.69 Yuan.
33. Non-operating expenditure
Amount reckoned into current
Item 2014 2013
non-recurring gains/losses
Total losses on disposal of
989,275.20 989,275.20
non-current assets
Losses from disposal of
787,348.56 787,348.56
intangible assets
Donating 1,500,000.00 2,000.00 1,500,000.00
Losses from disposal of
201,926.64 201,926.64
biological assets
Other 5,458,410.18 580,314.39 5,458,410.18
Total 7,947,685.38 615,794.39
Other explanation:
34. Income tax expense
(1) Statement of income tax expenses
138
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Item 2014 2013
Current income tax 951,857.73 30,539,586.74
Deferred income tax 756,119.16
Total 951,857.73 31,295,705.90
(2) Adjustment on accounting profit and income tax expenses
Item 2014
Total profit 74,187,083.50
Income tax measured by statutory/applicable tax rate 18,546,770.88
Adjusted the previous income tax 951,857.73
Impact on cost, expenses and losses that unable to deducted 1,244,369.86
Impact by the deductible losses of the un-racognzied previous
-40,563,639.68
deferred income tax
Impact on taxable income from internal transactions 452,440.72
Impact from the negative number of taxable income from
20,320,058.22
subsidiary
Income tax expenses 951,857.73
Other explaination
35. Notes to statement of cash flow
(1) Other cash received in relation to operation activities
Item 2014 2013
Interest income 354,411.83 662,129.17
Intercourse funds 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
Explanation on other cash received in relation to operation activities
(2) Other cash paid in relation to operation activities
Item 2014 2013
Disbursement costs 11,849,634.17 16,469,710.73
Donation costs 1,500,000.00 2,000.00
Intercourse funds 57,686,317.22 28,541,969.74
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承德南江股份有限公司 2014 年年度报告全文
Penalty and overdue fine 3,469,375.11
Other 1,989,035.07 1,232,348.11
Total 76,494,361.57 46,246,028.58
Explanation on other cash paid in relation to operation activities
(3) Cash received from other investment activities
Item 2014 2013
Changes of limited monetary fund 10,029,217.89
Total 10,029,217.89
Explanation on cash received from other investment activities
(4) Cash paid related with other financing activities
Item 2014 2013
Changes of limited monetary fund 11,445,403.16
Total 11,445,403.16
Explanation on cash paid related with other financing activities
36. Supplementary information to statement of cash flow
(1) Supplementary information to statement of cash flow
Supplementary information 2014 2013
1. Net profit adjusted to cash flow of
-- --
operation activities:
Net profit 73,235,225.77 99,934,857.12
Add: Preparations of assets depreciation 4,228,096.16 -2,503,321.41
Depreciation of fixed assets, consumption of
oil assets and depreciation of productive 2,528,200.02 2,164,612.21
biology assets
Amortization of intangible assets 578,052.57 862,328.74
Amortization of long-term deferred expenses 2,280,843.52 664,529.03
Loss from disposal of fixed assets, intangible
assets and other long-term assets(gain is -112,818,506.20
listed with ―-‖)
Financial expenses (gain is listed with ―-‖) 1,855,248.49 1,030,671.89
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承德南江股份有限公司 2014 年年度报告全文
Investment losses(gain is listed with ―-‖) -229,054.97 164,602.55
Decrease of deferred income tax assets
756,119.16
(gain is listed with ―-‖)
Decrease of inventory (increase is listed with -325,973,586.16
-159,047,494.46
―-‖)
Decrease of operating receivable accounts 31,682,338.60
-132,862,220.52
(increase is listed with ―-‖)
Increase of operating payable accounts
188,303,218.12 -15,717,716.97
(decrease is listed with ―-‖)
Net cash flow arising from operating
-134,329,924.08 -204,553,032.66
activities
2. Material investment and financing not
-- --
involved in cash flow
3. Net change of cash and cash equivalents: -- --
Balance of cash at period end 35,582,359.90 77,981,488.06
Less: Balance of cash equivalent at
77,981,488.06 81,546,046.87
year-begin
Net increase of cash and cash equivalents -42,399,128.16 -3,564,558.81
(2) Constitution of cash and cash equivalent:
Item Ending balance Opening balance
I. Cash 35,582,359.90 77,981,488.06
Including: stock cash 33,252.06 19,146.58
Bank deposit available for payment at any
35,549,107.84 77,962,341.48
time
Ⅲ. Balance of cash and cash equivalent at
35,582,359.90 77,981,488.06
year-end
Other explanation:
37. Notes on items of changes of owner’s equity
Name and adjusted amount on ―Other‖ at balance of year-end of last year :
38. Assets with ownership or right-to-use restricted
Item Ending book value Restriction reasons
Monetary fund 1,416,185.27 Margin for housing mortgage
Total 1,416,185.27 --
141
承德南江股份有限公司 2014 年年度报告全文
Other explanation:
39. Foreign currency monetary items
(1) Foreign currency monetary items
Balance of foreign currency at
Item Exchange rate convert RMB concert at Period-end
period-end
Monetary fund -- -- 4,913,496.26
Including: USD 802,946.84 6.1190 4,913,231.69
HKD 335.37 0.7889 264.57
Other explanation:
(2) Explanation on foreign operational entity, as for major foreign operational entity, disclosed foreign
main operation land, book-keeping currency and basis; and disclosed reasons if the book-keeping currency
changed
□ Applicable √ Not-applicable
VIII. Changes of consolidation scope
1. Other
No changed in the Period
IX. Equity in other entity
1. Equity in subsidiary
(1) Constitute of enterprise group
Main operation Share-holding ratio
Subsidiary Registered place Business nature Acquired way
place Directly Indirectly
Enterprise merger
Nanjiang Real Real estae
Chengde City Chengde City 100.00% under the same
Estate*1 development
control
Nanjiang Industrial
Chengde City Chengde City 100.00% Establishment
Investment*2 investment
Ecological Animal
Chengde City Chengde City 100.00% 100.00% Establishment
Agriculture*3 husbandry
142
承德南江股份有限公司 2014 年年度报告全文
Xingye
Paper
Papermaking Chengde City Chengde City 100.00% Establishment
manufacturing
Making *4
International
Nanjiang Asia *5 Hong Kong Hong Kong 100.00% Establishment
investment
Morsh Production and
Chengde City Chengde City 90.00% 90.00% Establishment
Technology*6 sale of Graphene
Huijing Property Property
Chengde City Chengde City 100.00% 100.00% Establishment
*7 management
Enterprise merger
International
Runhua RW*8 Tianjin City Tianjin City 30.00% not under the
trading
same control
Explanation on share-holding ratio in subsidiary different from ratio of voting right:
On 25 June 2013, Nanjiang Company completed the equity acquisition of Runhua RW with 9 million Yuan,
representing 30 percent equity of Runhua RW, and became the first largest shareholder of Runhua RW;
shareholder of the Runhua RW all agreed to restructuring the Board of Directors, totally five members in the
Board and Nanjiang Company takes 3 of them; the second largest sharehodler, who holds 7.03 million Yuan
equity of the Runhua RW (representing 23.43 percnet of the Runhua RW)- Lan Chunhong come to an agreement
of persons acting in concert with Nanjiang Company; the shareholder‘s rights (excluding the right of self-benefit
as dividend rights and assignment right ) under the name of Lan Chunhong with the equity ratio helding are totally
entrusted to Nanjiang Company for execution, and Nanjiang Company holds 53.43 percent voting rights in
Runhua RW.
Basis for controlling the invested entity with half or below voting rights held and without controlling invested entity but with over
half and over voting rights:
Pursuit to the Article 8 ―As for the half or below voting rights of the invested company are held by parent
company, consider as such parent company is able to control the invested company while satisied one of the
conditions as follow, and the invested company shall recognized as the subsidiary included in consolidate scope of
the consolidate financial staement. However, except for there is evidence to show that the parent company is not
able to control the invested company‖:
(i) Holds more than half of the voting rights of invested company through the agreement with invested company
and other investors;
(ii) have rights to determine the financial and operation policy of the invested company in line with the Article of
Association or Agreement;
(iii) have the rights to appoint and dismiss majority members of the BOD or similar institution of the invested
company;
(iv) takes majority voting rights in the BOD or similar institution of the invested company.‖ carried in Accounting
Standards for Business Enterprise No. 33 – Consolidate Financial Statement.
After equity acquisition, among the five members of the Borad of Runhua RW, there are three members on behalf
of the Nanjiang Company, and main production managerial force will dispatch at the same time to Runhua RW;
furthermore, Najiang Company has 53.43 percent voting rights of the Runhua RW in line with the agreement with
other investors. Satisfied the regulations of Article 8 ―Holds more than half of the voting rights of invested
143
承德南江股份有限公司 2014 年年度报告全文
company through the agreement with invested company and other investors‖ and ―have the rights to appoint and
dismiss majority members of the BOD or similar institution of the invested company‖ carried in Accounting
Standards for Business Enterprise No. 33 – Consolidate Financial Statement, thus Runhua RW was included in
consolidate finacnial statement scope of the Nanjiang Company.
Controlling basis for the structuring entity included in consolidated range:
Basis on determining to be a agent or consignor:
Other explanation:
*1 Chengde Rongyida Real Estate Development Co., Ltd (―Rongyida‖ for short) was established on 20 Febuary
2009 with registered capital of 10 million Yuan, of which, Wang Fei invested 9 million Yuan, representing 90
percent of the registered capial while one million Yuan contributed by Chen Liping, presenting 10 percent of the
registered capial; On 27th July 2009, Wang Fei and Chen Liping transferred all their shares to the controlling
shareholder Chen Rong. At the same time, Chen Rong transferred 100% shares to Nanjiang Company with
RMB1.00. After the transfer, Nanjiang Company wholly owned the Rongyida. On 3 April 2014, as approved by
Industry & Commercial Bureau of Chengde County, Rongyida changed its name to Chengde Nanjiang Real Estate
Development Co., Ltd. (―Nanjiang Real Estate‖ for short)
*2 Nanjiang Investment was established by Nanjiang Real Estae dated 9 October 2012, original registered captial
was 50 million Yuan, sharehodler Nanjiang Real Estate contribute 50 million Yuan, presenting 100 percent of the
registered capital; on 21 December 2012, the 100 percent equity held by Nanjiang Real Estate are transferred to
Nanjiang Company with 50 million Yuan, after transferred, Nanjiang Company holds total equity of the Nanjiang
Investment; on 6 January 2013, Nanjiang Company increase capital 40 million Yuan to Nanjiang Investment, and
registered capital comes to 90 million Yuan after capital increased.
*3 Ecological Agriculture was established by Nanjiang Investment on 24 October 2012, original registered capital
was 5 million Yuan, shareholder Nanjiang Investment contributes 5 million Yuan with 100 percent held in total
registered capital. On 18 April 2013, Nanjiang Investment incraes 5 million Yuan to Ecological Agriculture and
the registered capital turns to 10 million Yuan after incrased.
*4 Xingye Papermaking Making was founded jointly by Nanjiang Company and (Hong Kong) Zhanxi
International Group Co., Ltd (hereinafter referred to as Hong Kong Zhanxi) on 26th Oct. 2001 authorized by the
Approval Certificate‘ issued by WJMZSAZ[2001] NO. 0065. Ruled by the Response to Joint Operation on
Fund-Adding to Chengde Xingye Papermaking making Co., Ltd, which was issued on 28th Oct. 2002 by Ministry
of Foreign Trade and Economic Cooperation of the Republic of China (former Commerce Ministry) authorized by
WJMZEH[2001]NO. 969, register capital has to be raised to US$ 250 million from US$ 100 million; newly added
register capital should be paid out within 3 years since operation certificate was changed in accordance with
methods both parties ruled according to the contract and article of association. The paid-up capital of Xingye
Papermaking was US$ 100 million. Its register capital didn‘t paid out within required period though shareholder
had investment involved taking up 40% of the whole register capital, including Nanjiang Company gave US$75
million with 75% equity and Hong Kong Zhanxi invested US$ 25 million with 25% equity. In December of 2006,
affected by smuggler affair on the largest shareholder Wang Shuxian and other senior directors of Nanjiang
Company, Xingye Papermaking suspended all its business, which led sharp loss to business. On 8th Dec. of 2008,
Hebei Province Chengde Intermediate People's Court confirmed liquidation for Xingye Papermaking raised by
144
承德南江股份有限公司 2014 年年度报告全文
Chengde Yonghe and Cement Co., Ltd, by the Civil Ruling (2008) CMPZ NO. 13. On 11 th of Mar. 2009, Hebei
Province Chengde Intermediate People‘s Court approved reconciliation request raised by Xingye Papermaking
by the Civic Ruling (2008) CMPZ NO. 13-2. On 23rd of Apr 2009, Hebei Province Chengde Intermediate People's
Court confirmed that largest shareholder of Xingye ever stole the name of Hong Kong Zhanxi and set up a false
foreign-capital corporation, by the Criminal Ruling (2009) JXEZZ NO. 44. On 10th May of 2009, Hebei Province
Chengde Intermediate People's Court confirmed that Xingye Papermaking had reconciled with its creditor on 8th
of May 2009 and ended the reconciliation procedure, by the Civil Ruling (2008) CMPZ NO. 13-3. In Oct of 2012,
the Chengde Intermediate People‘s Court issued Civil Mediation Agreement (2011) CMCZ NO. 76 which showed
that Wang Shuxian reached a reconciliation agreement with Nanjiang Company and that Wang Shuxian
coordinated small shareholders of Xingye Papermaking to give up their own equity as well as interests. As
return, Nanjiang Company agreed to transfer its 20% equity from Suning Banhe, land of industry-park (34.03
acres), plant (25596.87sqm) and No. 131 land (44.4 acres) to Wang Shuxian. After reconciliation, Nanjiang
Company wholly owns Xingye Papermaking .
*5 Nanjiang Asia was founded by Nanjiang Company on 14th Nov. 2013, located in Hong Kong, with register
capital of US$ 20 million, the paid-up was US$ 797, 583.34.
*6Morsh Technology was founded jointly by Nanjiang Investment and Ningbo Morsh Technology on 24th Jan.
2013 with register capital of RMB50 million, including Nanjiang Investment invested RMB45 million taking up
90% of the total investment; Ningbo Morsh Technology invested RMB5 million taking up 10%.
*7Huijing Property was founded by Nanjiang Investment on 18th Nov. 2013 with register capital of RMB500,000.
Shareholder Nanjiang Investment invested RMB500,000 wholly owning it.
*8 Runhua Rural Water was founded on 28th Aug. 2008 after Tianjin Binhai New District Commercial
Administration Bureau registered and approved, with corporation Certificate with registration No.
120192000028688. Original register capital was RMB30 million, including, Runhua RW Industrial Development
Company invested RMB 4 million with 13.34% ratio, Yang Shengbao invested RMB one million with ratio of
3.33%, Wang Qianying invested RMB2 million with ratio of 6.67%, Ren Peiwen invested RMB2.01 million with
ratio of 6.7%, Zhang Xiaofan invested RMB one million with ratio of 3.33%, Lan Chunhong invested RMB9.03
million with ratio of 30.10%, Zhao Qinghua invested RMB7 million with ratio of 23.33%, Jia Zhenghong invested
RMB3 million with ratio of 10.00% and Li Kai invested RMB960,000 with ratio of 3.2%. On 25th June 2013, in
accordance with the signed equity transfer agreement, Lan Chunhong and Zhao Qinghua respectively transferred
6.67% and 23.33% of shares they held from the Company to Nanjiang Holding. After transfer Nanjiang Holding
invested RMB9 million taking up 30% of the register capital. After this change, investment ratio of shareholders
particularized as: Runhua RWDevelopment invested RMB4 million with ratio of 13.34%, Yang Shengbao
invested RMB one million with ratio of 3.33%, Wang Qianying invested RMB2 million with ratio of 6.67%, Ren
Peiwen invested RMB2.01 million with ratio of 6.7%, Zhang Xiaofan invested RMB one million with ratio of
3.33%, Lan Chunhong invested RMB7.03 million with ratio of 23.43%, Jia Zhenghong invested RMB3 million
with ratio of 10.00%, Li Kai invested RMB960,000 with ratio of 3.2%. Nanjiang holding invested RMB9 million
with ratio of 30%.
145
承德南江股份有限公司 2014 年年度报告全文
(2) Important non-wholly-owned subsidiary
Dividend announced to
Share-holding ratio of Gains/losses attributable Ending equity of
Subsidiary distribute for minority in
minority to minority in the Period minority
the Period
Runhua RW 70.00% -6,886,529.13 15,437,514.04
Morsh Technology 10.00% -158,640.91 4,820,111.77
Explanation on share-holding ratio of minority different from ratio of voting right:
Other explanation:
(3) Main finance of the important non-wholly-owned subsidiary
Ending balance Opening balance
Subsidia Non-curr Non-curr Non-curr Non-curr
Current Total Current Total Current Total Current Total
ry ent ent ent ent
assets assets liability liability assets assets liability liability
assets liability assets liability
Runhua 45,730,5 6,867,84 52,598,4 30,544,8 30,544,8 93,567,4 7,002,21 100,569, 68,678,2 68,678,2
0.00 0.00
RW 74.93 6.37 21.30 29.80 29.80 79.38 5.73 695.11 04.86 04.86
Morsh
48,868,1 48,868,1 667,018. 667,018. 49,787,5 49,787,5
Technolo
35.67 35.67 00 00 26.81 26.81
gy
2014 2013
Cash flow Cash flow
Total Total
Subsidiary Operation from Operation from
Net profit comprehensi Net profit comprehensi
Income operation Income operation
ve income ve income
activity activity
313,501,245. -50,422,057.0 723,512,053. 27,365,825.2
Runhua RW -9,837,898.75 -9,837,898.75 1,066,831.59 1,066,831.59
01 2 89 3
Morsh -49,017,629.0
-1,586,409.14 -1,586,409.14 -919,391.14 -212,473.19 -212,473.19
Technology 9
Other explanation:
146
承德南江股份有限公司 2014 年年度报告全文
2. Transaction that has owners equity shares changed in subsidiary but still with controlling rights
3. Equity in joint venture and cooperative enterprise
(1) Important joint venture and cooperative enterprise
Share-holding ratio Accounting
treatment on
Main operation investment for
Name Registered place Business nature
place Directly Indirectly joint venture and
cooperative
enterprise
Wuchan Minfeng
(Tianjin) International
Tianjin City Tianjin City 31.75% Equity method
Chemical Trade trading
Co., Ltd.
Development,
Runhua RW transfer and
(Tianjin) promotion service
Water-saving Tianjin City Tianjin City of the 49.00% Equity method
Technology Co., water-saving
Ltd. technology for
agriculture
Share-holding ratio or shares enjoyed different from voting right ratio:
Basis of the voting rights with 20% below but with major influence, or without major influence but with over 20% (20% included)
voting rights hold:
(2) Main financial information of the important joint venture
Other explaination
4. Other
X. Related party and related transactions
1. Parent company of the enterprise
Share-holding ratio
Voting right ratio on
Parent company Registration place Business nature Registered capital on the enterprise for
the enterprise
parent company
Explanation on parent company of the enterprise
The Company has no parent company, controller refers to the first largest sharehodler Mr. Wang Dong,
who holds 29.49% equity of the Company
147
承德南江股份有限公司 2014 年年度报告全文
Ultimate controller of the Company:
Other explanation:
2. Subsidiary of the Enterprise
Found more in Note IX
3. Cooperative enterprise and joint venture
Found more in Note of the Report
Other cooperative enterprise and joint venture that have related transaction with the Company in the Period or occurred in pervious
period
Name Relationship
Wuchan Minfeng (Tianjin) Chemical Trade Co., Ltd. Joint venture
Runhua RW (Tianjin) Water-saving Technology Co., Ltd. Joint venture
Other explaination
4. Other related party
Other related party Relationship with the Enterprise
Runhua RW Industrial Development Company Controller of the joint venture of the Company
Shanxi Wuchan Minfeng Chemical Co., Ltd. Controller of the joint venture of the Company
Other explaination
5. Related transaction
(1) Goods purchasing, labor service providing and receiving
Goods purchasing/labor service receiving
Related party Content 2014 2013
Goods sold/labor service providing
Related party Content 2014 2013
Wuchan Minfeng (Tianjin)
Sales of goods 168,562,321.06 38,248,888.89
Chemical Trading Co., Ltd.
Explanation on goods purchasing, labor service providing and receiving
No such event occurred in the Year
148
承德南江股份有限公司 2014 年年度报告全文
(2) Related-party guarantee
The Company act as a secured party
Whether the guarantee
Secured party Guarantee amount Start date Expiry date
implemented or not
As a secured party by the Company
Whether the guarantee
Guarantor Guarantee amount Start date Expiry date
implemented or not
Runhua RW Industrial
20,000,000.00 2013-10-24 2014-10-24 Y
Development Co., Ltd.
Lan Chunhong 22,000,000.00 2013-10-24 2014-10-24 Y
Explanation on related guarantee
(1) On 17th of Oct. 2013, Binhai New District branch of China CITIC Bank Corporation Limited credited the Company RMB 20
million (contract code: 2013JYZBZ NO.BS0956, duration: 24th of Oct. 2013 to 24th of Oct. 2014). Runhua RW Industrial
Development Company guaranteed for the Company a series of debts rising from the above credit (including but not limited to
various borrowings, notes, guarantees, letters of credit etc. businesses).
(2) On 21st of Oct. 2013, Binhai New District branch of China CITIC Bank Corporation Limited credited the Company RMB 22
million (contract code: 2013JYZBZ NO. BS0956-1, duration: 24th of Oct. 2013 to 24th of Oct. 2014). The second-largest shareholder
Lan Chunhong guaranteed for the Company a series of debts rising from the above credit (including but not limited to various
borrowings, notes, guarantees, letters of credit etc. businesses).
(3) Borrowed funds from related party
Related party Borrowing amount Start date Expiry date Note
Inter-bank borrowing
Lending transaction
(4) Remuneration of key management personnel
Item 2014 2013
Remuneration of key management
144.29 56.69
personnel
149
承德南江股份有限公司 2014 年年度报告全文
(5) Other related transaction
6. Account receivable/payable from/to related party
(1) Account receivables
Ending balance Opening balance
Item Related party
Book balance Bad debt provision Book balance Bad debt provision
Wuchan Minfeng
Account paid in
(Tianjin) Chemical 0.00 0.00 1,945,944.00 0.00
advance
Trade Co., Ltd.
Wuchan Minfeng
Other account
(Tianjin) Chemical 0.00 0.00 670,000.00 0.00
receivable
Trade Co., Ltd.
(2) Account payable
Item Related party Ending book balance Opening book balance
Wuchan Minfeng (Tianjin)
Other account payable 12,000,000.00 31,000,000.00
Chemical Trade Co., Ltd.
Wuchan Minfeng (Tianjin)
Account received in advance 12,032,434.62 0.00
Chemical Trade Co., Ltd.
Runhua RW Industrial
Account received in advance 0.00 4,843,823.41
Development Co., Ltd.
7. Commitment of related party
8. Other
XI. Commitment and contingency
1. important commitment
Important commitment on balance sheet date
No such commitment need to disclosed in the Year
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2. Contingency
(1) Important contingency on balance sheet date
Up to 31st December 2014, balance of guarantee offer to the mortgage loan for owner of commercial house purchased was 21.2
million Yuan.
(2) If the Company has no important contingency need to disclosed, explain reasons
The Company has no important contingency that need to disclosed.
3. Other
XII. Events after balance sheet day
1. Other explanation after balance sheet date
No such events occurred in the Year
XIII. Other major event
1. Other
No such events need to disclosed
XIV. Principle notes of financial statements of parent company
1. Accounts receivable
(1) Accounts receivable
Ending balance Opening balance
Book balance Bad debt reserve Book balance Bad debt reserve
Type Book
Proportio Accrual Proportio Accrual Book value
Amount Amount value Amount Amount
n ratio n ratio
Other receivables
with large single
amount and accrued 0.00 0.00% 0.00
for provision of bad
debt on a single basis
Other receivables
accrued for provision 16,687,2 49,078.4 16,638,18 320,143
99.58% 0.29% 82.06% 4,000.00 1.25% 316,143.39
of bad debt by 62.55 2 4.13 .39
portfolio
Other receivables 70,000.0 0.42% 70,000.0 100.00% 70,000. 17.94% 70,000.00 100.00%
151
承德南江股份有限公司 2014 年年度报告全文
with minor single 0 0 00
amount but accrued
for provision of bad
debt on a single basis
16,757,2 119,078. 16,638,18 390,143
Total 100.00% 0.71% 100.00% 74,000.00 316,143.39
62.55 42 4.13 .39
Other receivables with large single amount and accrued for provision of bad debt on a single basis at period-end:
□ Applicable √ Not-applicable
Other account receivables accrued for provision of bad debt by aging analysis method in portfolio:
√ Applicable □ Not-applicable
Ending balance
Aging
Other account receivable Provision for bad debts Provision ratio
Within one year
Subtotal within one year 981,568.36 49,078.42 5.00%
Total 981,568.36 49,078.42 5.00%
Portfolio recognized:
Other accounts receivable accrued for provision of bad debt by percentage of balance in portfolio:
□ Applicable √ Not-applicable
Other accounts receivable accrued for provision of bad debt by other methods in portfolio:
√ Applicable □ Not-applicable
Portfolio Ending balance
Other account receivable Provision for bad debts Provision ratio(%)
Ecological Agriculture 6,367,203.05 —— ——
Morsh Technology 167,018.00 —— ——
Nanjiang Asia 3,396.86 —— ——
Petroleum account paid in advance to 108,399.29 —— ——
Petroleum Company
Land Reserve Center of Chengde CountyFinal 3,678,200.00 —— ——
payment for land acquisition
Specific fund of cement 90,421.00 —— ——
Margin 3,203,400.00 —— ——
Loan for staff 2,087,655.99 —— ——
Total 15,705,694.19 —— ——
(2) Provision for bad debts accrued, regain or switch back in the Period
There is 49,078.42 Yuan provision for bad debts accrued in the Period; and 0.00 Yuan regains or switch back in the Period.
Including the followed significant amount regains or switch back in the Period:
152
承德南江股份有限公司 2014 年年度报告全文
Unit Regains or switch back Way of regain
(3) Other account receivable actually written off in the Period
Item Amount written off
Including important account written off:
Generated from
Written off
Unit Nature Amount written off Reasons related transaction
procedures
(Y/N)
Explaintion on written off for other account receivable:
(4) Other account receivables category by nature of money
Nature of money Ending book balance Beginning book balance
Intercourse funds 6,537,617.91 29,000.00
Petroleum account paid in advance to
108,399.29 60,000.00
Petroleum Company
Land Reserve Center of Chengde
3,678,200.00
CountyFinal payment for land acquisition
Specific fund of cement 90,421.00
Margin 3,203,400.00
Loan for staff 2,087,655.99 301,077.08
Other 1,051,568.36 66.31
Total 16,757,262.55 390,143.39
(5) Top five other account receivables collected by arrears party at ending balance
Proportion in total Ending balance of
Unit Nature of money Ending balance Aging
other receivables bad debt provision
Ecological
Intercourse funds 6,367,203.05 Within one year 38.00%
Agriculture
Land Reserve Center Final payment for 3,678,200.00 Within one year 21.95%
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承德南江股份有限公司 2014 年年度报告全文
of Chengde County land acquisition
County housing and
Urban&Rural Margin 3,203,400.00 Within one year 19.12%
Planning bureau
Ma Haipeng Petty cash 700,000.00 Within one year 4.18%
Morsh Technology
Intercourse funds 167,018.00 Within one year 1.00%
Company
Total -- 14,115,821.05 -- 84.25%
2. Long-term equity investment
Ending balance Opening balance
Item Depreciation Depreciation
Book balance Book value Book balance Book value
reserves reserves
Investment for
783,852,164.40 626,567,328.03 157,284,836.37 778,851,997.76 626,567,328.03 152,284,669.73
subsidiary
Total 783,852,164.40 626,567,328.03 157,284,836.37 778,851,997.76 626,567,328.03 152,284,669.73
(1) Investment for subsidiary
Depreciation Ending balance of
Increased in Decreased in
Invested company Opening balance Ending balance reserves accrual depreciation
2014 2014
in the Period reserves
Nanjiang Real
53,114,299.73 53,114,299.73
Estate
Nanjiang
90,000,000.00 90,000,000.00
Investment
Xingye
Papermaking 626,567,328.03 626,567,328.03 626,567,328.03
Making
Runhua RW 9,170,370.00 9,170,370.00
Nanjiang Asia 5,000,166.64 5,000,166.64
Total 778,851,997.76 5,000,166.64 783,852,164.40 626,567,328.03
(2) Investment for joint venture and associated enterprise
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承德南江股份有限公司 2014 年年度报告全文
Changes in 2014
Investme Cash Ending
Other
nt dividend balance
Unit of Additiona comprehe Depreciat
Opening Negative gains/loss Other or profit Ending of
investmen l nsive ion
balance investmen es equity announce Other balance depreciati
t investmen income reseves
t recognize changes d to on
t adjustmen accrual
d by distribute reserves
t
equity d
I. Joint venture
II. Associated enterprise
(3) Other explaination
There are no investment for joint venture and associated enterprise
3. Operation income and operation cost
2014 2013
Item
Income Cost Income Cost
Other business 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
Other explanation:
4. Other
XV. Supplementary information
1. Details of current non-recurring profits and losses
√ Applicable □ Not-applicable
Item Amount Remark
Gains/losses from the disposal of
112,818,506.20
non-current asset
Gains/losses from entrusted investment or
171,000.00
management
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承德南江股份有限公司 2014 年年度报告全文
Other non-operating income and expense
-3,065,618.87
other than the abovementioned ones
Less: Impact on income tax 25,719,679.32
Impact on minority shareholders equity 7,045,170.04
Total 77,159,037.97 --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable √ Not-applicable
2. REO and earnings per share
Earnings per share
Profits during report period Weighted average ROE Diluted EPS
Basic EPS (Yuan/share)
(Yuan/share)
Net profits belong to common stock
32.13% 0.11 0.11
stockholders of the Company
Net profits belong to common stock
stockholders of the Company after
1.25% 0 0
deducting nonrecurring gains and
losses
3. Difference of the accounting data under accounting rules in and out of China
(1) Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not-applicable
(2) Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not-applicable
(3) Explanation on data differences under the accounting standards in and out of China; as for the
differences adjustment audited by foreign auditing institute, listed name of the institute
4. Supplementary information of accounting policies changed
□ Applicable √ Not-applicable
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承德南江股份有限公司 2014 年年度报告全文
5. Other
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承德南江股份有限公司 2014 年年度报告全文
Section XII. Documents available for reference
1. Financial statement carried with the signature and seal of the Person in charge of the Company, person in charge
of the accounting works and accountant in charge.
2. Original audit report seal with accounting firms and signature and seal from CPA;
3. Text and original draft of the notice that disclosed in reporting period on newspapers appointed by CSRC;
158
