承德南江股份有限公司 2015 年第一季度报告正文 Stock Code: 200160 Short Form of the Stock: Nanjiang B Public Notice No.: 2015-024 Chengde Nanjiang Co., Ltd. Text of First Quarterly Report 2015 1 承德南江股份有限公司 2015 年第一季度报告正文 Section I. Important Notes Board of Directors and the Supervisory Committee of Chengde Nanjiang Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives should guarantee the reality, accuracy and completion of the quarterly report, there are no any fictitious statements, misleading statements or important omissions carried in this report, and shall take legal responsibilities, individual and/or joint. All Directors are attended the Board Meeting for Quarterly Report deliberation. Li Weimin, Person in charge of the Company, Zhao Yongsheng, person in charger of accounting works and Liu Guofeng, person in charger of accounting organ (accounting officer) hereby confirm that the Financial Report of this Quarterly Report is authentic, accurate and complete. 2 承德南江股份有限公司 2015 年第一季度报告正文 Section II. Main financial data and changes of shareholders 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 Changes of this period over Current Period Same period of last year same period of last year Operating income (RMB) 76,700,090.57 121,063,632.65 -36.64% Net profit attributable to shareholders of the listed -6,512,864.22 29,546,494.81 -122.04% company(RMB) Net profit attributable to shareholders of the listed company -6,263,196.79 -5,136,531.42 -21.93% after deducting non-recurring gains and losses(RMB) Net cash flow arising from operating -13,134,238.84 -56,332,906.83 76.68% activities(RMB) Basic earnings per share (RMB/Share) -0.01 0.04 -125.00% Diluted earnings per share (RMB/Share) -0.01 0.04 -125.00% Weighted average ROE (%) -2.27% 13.16% -15.43% Changes of this period-end At the end of the reporting At the end of last year over same period-end of last period year Total assets (RMB) 674,616,850.95 642,501,296.47 5.00% Net assets attributable to shareholder of 283,469,152.22 289,982,016.44 -2.25% listed company (RMB) Items of non-recurring gains and losses √ Applicable □ Not applicable In RMB Amount from year-begin to Item Note period-end Other non-operating income and expenditure except for the -249,667.43 aforementioned items Total -249,667.43 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies 3 承德南江股份有限公司 2015 年第一季度报告正文 Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss II. Total number of shareholders at the end of this report period and top ten shareholders 1. Total number of common shareholders at the end of this report period and top ten common shareholders In shares Total common shareholders 19,555 at the end of report period Top ten common shareholders Amount of Number of share pledged/frozen Shareholder’s Nature of Proportion of Amount of shares non-tradable name shareholder shares held held State of share Amount shares held Domestic natural Wang Dong 29.49% 208,324,800 208,324,800 person China Everbright Overseas legal Securities (HK) 13.28% 93,833,093 0 person Limited GUOTAI JUNAN Overseas legal SECURITIES(H 6.87% 48,524,062 0 person ONGKONG) LIMITED Chengde North Domestic Industrial non-state-owned 2.62% 18,517,651 18,517,651 Corporation legal person Domestic natural Wang Zhengsong 1.89% 13,327,891 13,327,891 person Domestic natural Wang Wensheng 1.03% 7,258,007 0 person Domestic natural Zhou Haihong 0.95% 6,708,495 0 person Domestic natural Li Tianyun 0.73% 5,158,000 0 person Shanghai H.K. Overseas legal Wangguo 0.71% 4,995,920 0 person Securities 4 承德南江股份有限公司 2015 年第一季度报告正文 Domestic natural Chen Yan 0.57% 4,023,256 0 person Top ten shareholders with tradable shares held Type of shares Shareholder’s name Amount of tradable shares held Type Amount Domestically China Everbright Securities (HK) 93,833,093 listed foreign 93,833,093 Limited shares GUOTAI JUNAN Domestically SECURITIES(HONGKONG) 48,524,062 listed foreign 48,524,062 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 listed foreign 5,158,000 shares Domestically Shanghai H.K. Wangguo 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 Explanation on associated The Company is unknown whether there exists associated relationship or belongs to consistent relationship among the aforesaid actor regulated by “management method for acquisition of listed company” among the above shareholders said shareholders. Explanation on top ten shareholders N/A involving margin business (if 5 承德南江股份有限公司 2015 年第一季度报告正文 applicable) Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The 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. Total shareholders with preferred stock held at Period-end and shares held by top ten shareholders with preferred stock held □ Applicable √ Not applicable 6 承德南江股份有限公司 2015 年第一季度报告正文 Section III. Significant Events I. Particulars about material changes in items of main accounting statement and financial index and explanations of reasons √Applicable □Not applicable 1. Items of balance sheet Seria Item Ending balance Opening balance Changes Reasons l Amount changed Ratio changed 1 Monetary fund 23,721,951.33 36,998,545.17 -13,276,593.84 -35.88% Account paid for engineering increased in the Period 2 Account receivable 4,358,933.76 2,722,676.66 1,636,257.10 60.10% Business of credit sales growth in the Period 3 Account paid in 37,831,889.81 7,780,145.39 30,051,744.42 386.26% Account paid in advance for advance engineering increased in the Period 4 Productive 1,329,023.19 640,727.71 688,295.48 107.42% Purchasing of productive biological assets biological assets are increased in the Period 5 Account payable 17,928,996.52 10,425,920.41 7,503,076.11 71.97% The account payable to supplier for good purchased increased in the Period 2. Items of profit statement Seria Item Current period Last period Changes Reasons l Amount changed Ratio changed 1 Operation income 76,700,090.57 121,063,632.65 -44,363,542.08 -36.64% Sales volume declined in the Period 2 Operation cost 78,326,811.01 121,945,273.00 -43,618,461.99 -35.77% Sales volume declined in the Period 3 Sales expense 515,114.80 866,387.10 -351,272.30 -40.54% Marketing expenses declined in the Period 4 Non-operation 389,950.54 34,688,159.28 -34,298,208.74 -98.88% The earings from land transfer income decreased in the Period 2. Item of cash flow statement Seria Item Current period Last period Changes Reasons l Amount changed Ratio changed 1 Net cash flow from -13,134,238.84 -56,332,906.83 43,198,667.99 76.68% Expenditure for development 7 承德南江股份有限公司 2015 年第一季度报告正文 operation activities projects decreased on a y-o-y basis in the Period 2 Net cash flow from -142,355.00 20,036,588.02 -20,178,943.02 -100.71% Account received from land investment activities transfer decreased in the Period II. Analysis and explanation of significant events and their influence and solutions □ Applicable √ Not applicable III. Commitments from the Company or shareholders (with over 5% shares held) in or occurred in the previous period but continued to reporting period √Applicable □Not applicable Commitmen Commitmen Implementati Commitments Accepter Contents t time t period on 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, Commitments in Chengde Dalu Co., Ltd still has the ability of Duration of report of Controlling Implementin independent operation and owes independent legal 2012-04-24 the acquisition or equity shareholder g person, and continues to owes the independency of Company change 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 commitment: net After profit (deducting non-recurring gains and losses) for auditing, net 2012, 2013, 2014 and 2015 for Runhua RW profit for Commitments in Controlling (Tianjin) International Trade Co., Ltd. Respectively From 2012 year of 2014 2013-04-10 assets reorganization shareholder can’t be less than 306,300 Yuan, 904,000 Yuan, to 2015 under the 1,500,000 Yuan and 3,400,000 yean. If the actual name of net profit is less than the promised, the controlling Runhua RW shareholders shall perform the obligations of profit (Tianjin) 8 承德南江股份有限公司 2015 年第一季度报告正文 compensation accordingly. International Trade Co., Ltd. was -9.8379 million Yuan, which is short of the commitment of performance for year of 2014. the Company will supervise and urge the controlling shareholder to implemented compensation commitment according to the auditing results. Commitments make in initial public offering or re-financing Other commitments to minority shareholders of the Company Completed on time or Y not Specific reasons for uncompleted commitment and N/A further plan (if applicable) IV. Predict of the business performance from January to June 2015 Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next report period may be loss or have great changes comparing with the same period of last year □Applicable √Not applicable 9 承德南江股份有限公司 2015 年第一季度报告正文 V. Securities Investment □ Applicable √ Not applicable No security investment in Period. VI. Explanation on equity of other listed company held □ Applicable √ Not applicable No equity of other listed company held in Period-end. VII. Derivative investment □ Applicable √ Not applicable No derivative investment in the Period. VIII. Registration form for receiving research, communication and interview in the report period √ Applicable □ Not applicable Contents discussed and Date Place Method Type of investors Investor materials supplied Securities Daily operation of the Telephone 2015-01-27 Department of the Individual Investors Company, no material communication Company required Securities Current status of the Telephone 2015-03-10 Department of the Individual Investors Company, no material communication Company required Securities Progress of suspension for Telephone 2015-03-25 Department of the Individual Investors the Company and no material communication Company required 10