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南江B:2015年第一季度报告正文(英文版)2015-04-29  

						                                                                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




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                                                                        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.




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                                                                                   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



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                                                                                 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


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                                                                                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


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                                                                           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




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                                                                                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


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      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)


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                                      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




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                                                                           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




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