承德南江股份有限公司 2014 年第三季度报告正文 Stock Code: 200160 Short Form of the Stock: Nanjiang-B Public Notice No: 2015-074 Chengde Nanjiang Co., Ltd. THE THIRD QUARTERLY REPORT FOR 2015 (TEXT) 1 承德南江股份有限公司 2015 年第三季度报告正文 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 hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All directors of the Company are attended the Meeting for quarterly report deliberation. Principal of the Company Zhao Yongsheng, Person in Charge of Accounting Works Zhao Yongsheng and Person in Charge of Accounting Organ (Accounting Officer) Liu Fengguo hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. 2 承德南江股份有限公司 2015 年第三季度报告正文 Section II. Main accounting data and changes of shareholders I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Current period-end Period-end of last year Increase/decrease Total assets(RMB) 614,936,432.32 642,501,296.47 -4.29% Net assets attributable to shareholders of listed company 415,271,977.01 289,982,016.44 43.21% (RMB) Increase/decrease in Increase/decrease in Year-begin to end of comparison with Current period comparison with same the Period year-begin to period of last year Period-end of last year Operating revenue (RMB) 107,993,371.65 -12.87% 465,813,996.25 36.69% Net profit attributable to shareholders of the listed company 1,742,667.13 -89.56% 121,888,560.55 238.30% (RMB) Net profit attributable to shareholders of the listed company 2,511,802.22 139.89% 21,798,757.95 224.57% after deducting non-recurring gains and losses(RMB) Net cash flow arising from -- -- 16,481,722.11 116.79% operating activities(RMB) Basic earnings per share 0.002 -91.67% 0.173 239.22% (RMB/Share) Diluted earnings per share 0.002 -91.67% 0.173 239.22% (RMB/Share) Weighted average ROE 0.42% -6.61% 34.73% 18.91% Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Amount from year-begin to Item Note end of the Period Gains/losses from the disposal of non-current asset (including the 103,610,779.62 Earnings from land assets transfer 3 承德南江股份有限公司 2015 年第三季度报告正文 write-off that accrued for impairment of assets) Other non-operating income and expenditure except for the -3,520,977.02 aforementioned items Total 100,089,802.60 -- 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. II. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period 1. Statement of the total common shareholders and shares-held of top ten common shareholders at end of the Period In share Total common shareholders in 19,555 reporting period-end Shares-held of top ten common shareholders Amount of Number of share pledged/frozen Nature of Proportion of Amount of shares Shareholders non-tradable 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 Securities (HK) Foreign corporate 13.28% 93,833,093 0 Limited GUOTAI JUNAN SECURITIES(H Foreign corporate 6.87% 48,524,062 0 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 4 承德南江股份有限公司 2015 年第三季度报告正文 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 Wanguo (H.K) Foreign corporate 0.71% 4,995,920 0 Securities Domestic natural Chen Yan 0.57% 4,023,256 0 person Tradable shares held by top 10 shareholders Type of shares Shareholders 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 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 3,182,875 Domestically 3,182,875 5 承德南江股份有限公司 2015 年第三季度报告正文 INTERNATIONAL STOCK INDEX listed foreign 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 relationship among the aforesaid consistent actor regulated by “management method for acquisition of listed company” among shareholders the above said shareholders. Explanation on shareholders involving margin business about top N/A ten common shareholders (if 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 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 of shareholders with preferred stock held and the top ten shareholdings in Period-end □Applicable √Not applicable 6 承德南江股份有限公司 2015 年第三季度报告正文 Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons √ Applicable □Not applicable 1. Items of balance sheet Changes Serial Item Closing balance Opening balance Reasons Amount Ratio 1 79,966,390.15 36,998,545.17 42,967,844.98 116.13% The house-selling money Monetary received in the Period fund increased 2 Account 3,731,171.15 2,722,676.66 1,008,494.49 37.04% Credit sale operation at receivable period-end increased 3 22,136,445.52 7,780,145.39 14,356,300.13 184.52% The account paid in advance Account paid for engineering increased in advance during the Period 4 89,395,601.44 11,008,292.44 78,387,309.00 712.08% The receivable account for Other account government land receivables purchasing-and-storage increased in the Period 5 Other current 7,496,677.69 24,131,851.80 -16,635,174.11 -68.93% The tax paid in advance was assets close to gains/losses 6 Intangible 5,461,790.60 11,902,512.97 -6,440,722.37 -54.11% The government land assets purchasing-and-storage in the Period 7 Account 21,665,650.35 10,425,920.41 11,239,729.94 107.81% Procurement payment receivable payable in the Period 8 Account 95,689,012.56 290,954,152.81 -195,265,140.25 -67.11% House account received in received in advance was close to revenue advance 9 Other 46,586,448.33 14,624,828.17 31,961,620.16 218.54% The intercourse funds payables received in the period increased 2. Items of profit statement Changes Serial Item This Period Last period Reasons Amount Ratio 1 Operation 465,813,996.25 340,773,707.74 125,040,288.51 36.69% Real estate project close to revenue revenue in the Period 7 承德南江股份有限公司 2015 年第三季度报告正文 2 Business tax 23,682,943.35 175,909.40 23,507,033.95 13363.15% Real estate project close to and surcharge revenue in the Period 3 1,834,389.20 2,863,009.15 -1,028,619.95 -35.93% Marketing expenses declined Sales expense in the Period 4 Non-operation 104,095,952.29 59,203,175.73 44,892,776.56 75.83% Earnings from land transfer revenue increased in the Perido Income taxes The payable income tax 5 23,911,569.38 -23,637.85 23,935,207.23 101257.97% expenses increased in the Period 3. Items of cash flow statement Changes Serial Item This Period Last period Reasons Amount Ratio 1 Net cash flow 16,481,722.11 -98,162,930.60 114,644,652.71 116.79% The house-selling money arising from received in the Period operating increased activities 2 Net cash flow 26,486,122.87 48,710,324.62 -22,224,201.75 -45.63% Account received from land arising from transfer decreased in the investment Perido activities II. Progress and influence of the main events as well as solution analysis specification □ Applicable √ Not applicable III. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or made in previous period and extending to reporting period √ Applicable □Not applicable Commitmen Dated for Commitment Implementa Commitments Contents t party commitment term tion 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 Commitments in there are no influence on the independent of report of Controlling Duration of Implementi employee, financial, institution, business and 2012-04-24 acquisition or shareholder the Company ng integrity of assets of Chengde Dalu Co., Ltd. After equity change transaction, Chengde Dalu Co., Ltd still has the ability of independent operation and owes independent legal person, and continues to owes the independency of institution, assts, employees, 8 承德南江股份有限公司 2015 年第三季度报告正文 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 profit (deducting non-recurring gains and losses) for 2012, 2013, 2014 and 2015 for Runhua Rural Water Commitments in (Tianjin) International Trade Co., Ltd. Implementi Controlling assets Respectively can’t be less than 306,300 Yuan, 2013-04-10 2012-2015 ng shareholder reorganization 904,000 Yuan, 1,500,000 Yuan and 3,400,000 Yuan. normally If the actual net profit is less than the promised, the controlling shareholders shall perform the obligations of profit compensation accordingly. Commitment made during the IPO or refinancing Other commitments to minority shareholders of the Company Completed on Yes time or not IV. Estimation of operation performance for year of 2015 Estimation of 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 of reason □Applicable √Not applicable V. Particular about security investment □ Applicable √ Not applicable The Company had no security investment in Period. VI. Explanation on equity of other listed company held □ Applicable √ Not applicable No security investment in Period. 9 承德南江股份有限公司 2015 年第三季度报告正文 VII. Particulars about derivatives investment □ Applicable √ Not applicable The Company had no derivatives investment in Period. VIII. Registration form of receiving research, communication and interview in the report period √ Applicable □Not applicable Content discussed and Date Place Way Type Object documents provided Securities Suspension condition of the 2015-07-23 department of the Telephone Personal Investor Company, no material Company required Securities Current situation of the 2015-09-17 department of the Telephone Personal Investor Company, no material Company required IX. External guarantee get out of line □ Applicable √ Not applicable The Company has no external guarantee get out of the line in the Period X. Controlling shareholder and its related parties occupying non-business capital of the listed company □ Applicable √ Not applicable There are no controlling shareholder and its related parties occupying non-business capital of the listed company in Period 10