承德南江股份有限公司 2015 年第三季度报告全文 Chengde Nanjiang Co., Ltd. THE THIRD QUARTERLY REPORT FOR 2015 October 2015 1 承德南江股份有限公司 2015 年第三季度报告全文 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 年第三季度报告全文 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 年第三季度报告全文 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 年第三季度报告全文 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 年第三季度报告全文 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 年第三季度报告全文 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 Monetary 79,966,390.15 36,998,545.17 42,967,844.98 116.13% The house-selling money received fund in the Period increased 2 Account 3,731,171.15 2,722,676.66 1,008,494.49 37.04% Credit sale operation at period-end receivable increased 3 22,136,445.52 7,780,145.39 14,356,300.13 184.52% The account paid in advance for Account paid engineering increased during the in advance 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 close assets 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 payable in receivable 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 received in payables 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 36.69% Real estate project close to revenue 125,040,288.51 revenue in the Period 2 Business tax 23,682,943.35 175,909.40 13363.15% Real estate project close to and surcharge 23,507,033.95 revenue in the Period 7 承德南江股份有限公司 2015 年第三季度报告全文 3 1,834,389.20 2,863,009.15 -35.93% Marketing expenses declined in Sales expense -1,028,619.95 the Period 4 Non-operation 104,095,952.29 59,203,175.73 75.83% Earnings from land transfer revenue 44,892,776.56 increased in the Period Income taxes The payable income tax increased 5 23,911,569.38 -23,637.85 101257.97% expenses 23,935,207.23 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 -98,162,930.60 116.79% The house-selling money received arising from 114,644,652.71 in the Period increased operating activities 2 Net cash flow 26,486,122.87 48,710,324.62 -45.63% Account received from land arising from -22,224,201.75 transfer decreased in the Perido investment 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 Commitment Dated for Commitmen Implementa Commitments Contents party commitment t 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 there are no influence on the independent of employee, Commitments in financial, institution, business and integrity of assets Duration of report of Controlling Implementi of Chengde Dalu Co., Ltd. After transaction, Chengde 2012-04-24 the acquisition or shareholder ng Dalu Co., Ltd still has the ability of independent Company equity change operation and owes independent legal person, and continues to owes 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 8 承德南江股份有限公司 2015 年第三季度报告全文 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. Respectively Implementi Controlling assets can’t be less than 306,300 Yuan, 904,000 Yuan, 2013-04-10 2012-2015 ng shareholder reorganization 1,500,000 Yuan and 3,400,000 Yuan. If the actual net normally 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 年第三季度报告全文 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 承德南江股份有限公司 2015 年第三季度报告全文 Section IV. Financial Statement I. Financial statement 1. Consolidated Balance Sheet Prepared by Chengde Nanjiang Co., Ltd. 2015-09-30 In RMB Items Balance at period-end Balance at period-begin Current assets: Monetary funds 79,966,390.15 36,998,545.17 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 3,731,171.15 2,722,676.66 Accounts paid in advance 22,136,445.52 7,780,145.39 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 89,395,601.44 11,008,292.44 Purchase restituted finance asset Inventories 376,471,664.72 515,713,286.09 Divided into assets held for sale Non-current asset due within one year Other current assets 7,496,677.69 24,131,851.80 Total current assets 579,197,950.67 598,354,797.55 Non-current assets: Loans and payments on behalf Finance asset available for sales 11 承德南江股份有限公司 2015 年第三季度报告全文 Held-to-maturity investment Long-term account receivable Long-term equity investment 6,960,162.95 6,684,960.46 Investment property Fixed assets 10,432,800.50 10,294,681.90 Construction in progress Engineering material Disposal of fixed asset Productive biological asset 6,971.15 640,727.71 Oil and gas asset Intangible assets 5,461,790.60 11,902,512.97 Expense on Research and Development Goodwill Long-term expenses to be apportioned 6,841,167.73 8,588,027.16 Deferred income tax asset 834,223.19 834,223.19 Other non-current asset 5,201,365.53 5,201,365.53 Total non-current asset 35,738,481.65 44,146,498.92 Total assets 614,936,432.32 642,501,296.47 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 Accounts payable 21,665,650.35 10,425,920.41 Accounts received in advance 95,689,012.56 290,954,152.81 Selling financial asset of repurchase Commission charge and commission payable Wage payable 6,120,756.72 6,233,580.16 Taxes payable 11,406,907.15 10,023,172.67 Interest payable 12 承德南江股份有限公司 2015 年第三季度报告全文 Dividend payable Other accounts payable 46,586,448.33 14,624,828.17 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 181,468,775.11 332,261,654.22 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 181,468,775.11 332,261,654.22 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 459,871,788.64 456,470,388.64 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus public reserve 76,791,550.17 76,791,550.17 13 承德南江股份有限公司 2015 年第三季度报告全文 Provision of general risk Retained profit -827,711,361.80 -949,599,922.37 Total owner’s equity attributable to parent company 415,271,977.01 289,982,016.44 Minority interests 18,195,680.20 20,257,625.81 Total owner’s equity 433,467,657.21 310,239,642.25 Total liabilities and owner’s equity 614,936,432.32 642,501,296.47 Legal representative: Zhao Yongsheng 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 62,432,875.87 18,291,266.59 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes receivable Accounts receivable 450,000.00 Account paid in advance 2,680,000.00 1,372,194.98 Interest receivable Dividends receivable Other receivables 14,456,391.08 16,638,184.13 Inventories 364,716,890.28 490,087,338.82 Divided into assets held for sale Non-current assets maturing within one year Other current assets 5,565,960.37 19,420,345.47 Total current assets 450,302,117.60 545,809,329.99 Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term receivables Long-term equity investments 157,284,836.37 157,284,836.37 Investment property Fixed assets 1,913,319.30 1,183,425.73 14 承德南江股份有限公司 2015 年第三季度报告全文 Construction in progress Project materials Disposal of fixed assets Productive biological assets Oil and natural gas assets Intangible assets Research and development costs Goodwill Long-term deferred expenses 140,889.64 172,589.80 Deferred income tax assets 750.00 750.00 Other non-current assets Total non-current assets 159,339,795.31 158,641,601.90 Total assets 609,641,912.91 704,450,931.89 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 12,067,587.94 3,625,964.00 Accounts received in advance 79,295,162.55 277,140,032.59 Wage payable -5,378.88 628.22 Taxes payable 1,575,803.62 49,975.30 Interest payable Dividend payable Other accounts payable 285,273,498.71 243,993,740.20 Divided into liability held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 378,206,673.94 524,810,340.31 Non-current liabilities: Long-term loans Bonds payable Including: preferred stock 15 承德南江股份有限公司 2015 年第三季度报告全文 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 378,206,673.94 524,810,340.31 Owners’ equity: Share capita 706,320,000.00 706,320,000.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 452,767,424.55 449,366,024.55 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus reserve 76,791,550.17 76,791,550.17 Retained profit -1,004,443,735.75 -1,052,836,983.14 Total owner’s equity 231,435,238.97 179,640,591.58 Total liabilities and owner’s equity 609,641,912.91 704,450,931.89 3. Consolidated Profit Statement (this report period) In RMB Item Current Period Last Period I. Total operating income 107,993,371.65 123,941,291.65 Including: Operating income 107,993,371.65 123,941,291.65 Interest income Insurance gained Commission charge and commission income II. Total operating cost 95,771,869.56 132,303,509.76 Including: Operating cost 84,234,941.60 124,972,799.23 Interest expense 16 承德南江股份有限公司 2015 年第三季度报告全文 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 Reinsurance expense Operating tax and extras 5,929,190.33 -59,605.53 Sales expenses 516,169.32 1,116,742.37 Administration expenses 5,064,969.99 4,977,054.74 Financial expenses 26,598.32 1,296,518.95 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 237,643.40 -55,909.46 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) 12,459,145.49 -8,418,127.57 Add: Non-operating income 19,621.03 24,365,707.35 Including: Disposal gains of non-current asset 21,005,400.00 Less: Non-operating expense 788,756.12 1,370,417.38 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) 11,690,010.40 14,577,162.40 Less: Income tax expense 10,982,085.40 V. Net profit (Net loss is listed with “-”) 707,925.00 14,577,162.40 Net profit attributable to owner’s of parent company 1,742,667.13 16,698,152.14 Minority shareholders’ gains and losses -1,034,742.13 -2,120,989.74 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 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive 17 承德南江股份有限公司 2015 年第三季度报告全文 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 707,925.00 14,577,162.40 Total comprehensive income attributable to owners 1,742,667.13 16,698,152.14 of parent Company Total comprehensive income attributable to -1,034,742.13 -2,120,989.74 minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.002 0.024 (ii) Diluted earnings per share 0.002 0.024 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: Zhao Yongsheng Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo 4. Profit Statement of parent company (this report period) In RMB Item Current Period Last Period I. Operating income 78,382,617.45 298,332.72 Less: Operating cost 53,498,980.90 298,332.72 Operating tax and extras 5,867,010.50 18 承德南江股份有限公司 2015 年第三季度报告全文 Sales expenses 20,290.00 184,781.10 Administration expenses 2,633,347.65 2,599,400.39 Financial expenses -46,403.75 194,417.07 Losses of devaluation of asset 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 with “-”) 16,409,392.15 -2,978,598.56 Add: Non-operating income 24,281,444.10 Including: Disposal gains of non-current asset 21,005,400.00 Less: Non-operating expense 1,178,407.00 533,165.53 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with “-”) 15,230,985.15 20,769,680.01 Less: Income tax expense 1,616,711.09 IV. Net profit (Net loss is listed with “-”) 13,614,274.06 20,769,680.01 V. Net after-tax of other comprehensive income (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 19 承德南江股份有限公司 2015 年第三季度报告全文 losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other VI. Total comprehensive income 13,614,274.06 20,769,680.01 VII. Earnings per share: (i) Basic earnings per share 0.02 0.03 (ii) Diluted earnings per share 0.02 0.03 5. Consolidated profit statement (from year-begin to end of this period) In RMB Item Current Period Last Period I. Total operating income 465,813,996.25 340,773,707.74 Including: Operating income 465,813,996.25 340,773,707.74 Interest income Insurance gained Commission charge and commission income II. Total operating cost 422,440,817.00 362,588,181.51 Including: Operating cost 379,938,918.56 343,116,036.53 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 Reinsurance expense Operating tax and extras 23,682,943.35 175,909.40 Sales expenses 1,834,389.20 2,863,009.15 Administration expenses 16,745,696.81 15,169,482.60 Financial expenses 239,269.08 1,263,743.83 Losses of devaluation of asset -400.00 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 275,202.49 65,487.42 20 承德南江股份有限公司 2015 年第三季度报告全文 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) 43,648,381.74 -21,748,986.35 Add: Non-operating income 104,095,952.29 59,203,175.73 Including: Disposal gains of non-current asset 106,610,779.62 55,653,179.07 Less: Non-operating expense 4,006,149.69 5,674,494.08 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) 143,738,184.34 31,779,695.30 Less: Income tax expense 23,911,569.38 -23,637.85 V. Net profit (Net loss is listed with “-”) 119,826,614.96 31,803,333.15 Net profit attributable to owner’s of parent company 121,888,560.55 36,029,302.24 Minority shareholders’ gains and losses -2,061,945.59 -4,225,969.09 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 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 21 承德南江股份有限公司 2015 年第三季度报告全文 translation of foreign currency financial statements 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income 119,826,614.96 31,803,333.15 Total comprehensive income attributable to owners 121,888,560.55 36,029,302.24 of parent Company Total comprehensive income attributable to -2,061,945.59 -4,225,969.09 minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.173 0.051 (ii) Diluted earnings per share 0.173 0.051 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 6. Profit Statement of parent company (from year-begin to end of this period) In RMB Item Current Period Last Period I. Operating income 314,809,355.99 4,366,378.34 Less: Operating cost 227,719,964.07 766,378.34 Operating tax and extras 23,566,674.58 198,000.00 Sales expenses 209,500.76 464,629.10 Administration expenses 9,353,453.99 7,478,437.27 Financial expenses -105,812.02 539,116.73 Losses of devaluation of asset 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 with “-”) 54,065,574.61 -5,080,183.10 Add: Non-operating income 58,929,223.17 Including: Disposal gains of non-current asset 55,653,179.07 Less: Non-operating expense 4,055,616.13 4,757,165.53 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with “-”) 50,009,958.48 49,091,874.54 22 承德南江股份有限公司 2015 年第三季度报告全文 Less: Income tax expense 1,616,711.09 IV. Net profit (Net loss is listed with “-”) 48,393,247.39 49,091,874.54 V. Net after-tax of other comprehensive income (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 48,393,247.39 49,091,874.54 VII. Earnings per share: (i) Basic earnings per share 0.07 0.07 (ii) Diluted earnings per share 0.07 0.07 7. Consolidated Cash Flow Statement (from year-begin to end of this period) In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and 290,981,255.51 493,464,533.91 providing labor services 23 承德南江股份有限公司 2015 年第三季度报告全文 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 1,326,925.90 Other cash received concerning operating activities 72,171,366.82 32,988,319.10 Subtotal of cash inflow arising from operating activities 363,152,622.33 527,779,778.91 Cash paid for purchasing commodities and 223,026,143.92 522,817,068.09 receiving labor service Net increase of customer loans and advances Net increase of deposits in central bank and interbank 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 7,794,384.63 5,693,324.00 Taxes paid 34,284,472.79 21,779,585.23 Other cash paid concerning operating activities 81,565,898.88 75,652,732.19 Subtotal of cash outflow arising from operating 346,670,900.22 625,942,709.51 activities Net cash flows arising from operating activities 16,481,722.11 -98,162,930.60 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 171,000.00 24 承德南江股份有限公司 2015 年第三季度报告全文 Net cash received from disposal of fixed, 27,500,000.00 50,202,731.60 intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 27,500,000.00 50,373,731.60 Cash paid for purchasing fixed, intangible and 1,013,877.13 1,663,406.98 other long-term assets Cash paid for investment 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 activities 1,013,877.13 1,663,406.98 Net cash flows arising from investing activities 26,486,122.87 48,710,324.62 III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans Cash received from issuing bonds Other cash received concerning financing activities 2,600,000.00 Subtotal of cash inflow from financing activities 2,600,000.00 Cash paid for settling debts Cash paid for dividend and profit distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities 1,894,100.00 51,500.00 Subtotal of cash outflow from financing activities 1,894,100.00 51,500.00 Net cash flows arising from financing activities -1,894,100.00 2,548,500.00 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash equivalents 41,073,744.98 -46,904,105.98 Add: Balance of cash and cash equivalents at the 35,582,359.90 77,981,488.06 period -begin 25 承德南江股份有限公司 2015 年第三季度报告全文 VI. Balance of cash and cash equivalents at the period 76,656,104.88 31,077,382.08 -end 8. Cash Flow Statement of parent company (from year-begin to end of this period) In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and 113,417,193.42 158,574,101.65 providing labor services Write-back of tax received Other cash received concerning operating activities 50,073,767.65 34,269,930.67 Subtotal of cash inflow arising from operating activities 163,490,961.07 192,844,032.32 Cash paid for purchasing commodities and 48,400,490.93 162,636,915.74 receiving labor service Cash paid to/for staff and workers 4,825,500.45 4,424,014.96 Taxes paid 11,092,152.53 14,030,841.19 Other cash paid concerning operating activities 54,044,330.75 87,778,507.42 Subtotal of cash outflow arising from operating 118,362,474.66 268,870,279.31 activities Net cash flows arising from operating activities 45,128,486.41 -76,026,246.99 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, 50,000,000.00 intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 50,000,000.00 Cash paid for purchasing fixed, intangible and 986,877.13 60,090.00 other long-term assets Cash paid for investment 5,000,166.64 Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 986,877.13 5,060,256.64 Net cash flows arising from investing activities -986,877.13 44,939,743.36 III. Cash flows arising from financing activities 26 承德南江股份有限公司 2015 年第三季度报告全文 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 activities 43,700,000.00 Cash paid for settling debts 10,200,000.00 Cash paid for dividend and profit distributing or interest paying Other cash paid concerning financing activities 1,894,100.00 Subtotal of cash outflow from financing activities 1,894,100.00 10,200,000.00 Net cash flows arising from financing activities -1,894,100.00 33,500,000.00 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash equivalents 42,247,509.28 2,413,496.37 Add: Balance of cash and cash equivalents at the 17,625,400.53 5,681,141.82 period -begin VI. Balance of cash and cash equivalents at the period 59,872,909.81 8,094,638.19 -end II. Audit Report Whether the third quarter report was audited or not □Yes √No The third quarter report of the Company has not been audited. 27