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公司公告

南江B:2015年第三季度报告全文(英文版)2015-10-29  

						                            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




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                                                                      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.




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        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



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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


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                   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



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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




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                                       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


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   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



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                                                                                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.




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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




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                                      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



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     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




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     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



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     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




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     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



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                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


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      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



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                                                               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


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                                                                     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



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                                                                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



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                                                                       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.




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