承德南江股份有限公司 2016 年第一季度报告正文 Stock Code: 200160 Short Form of the Stock: Nanjiang B Public Notice No.: 2016-034 Chengde Nanjiang Co., Ltd. Text of First Quarterly Report 2016 1 承德南江股份有限公司 2016 年第一季度报告正文 Section I. Important Notes Board of Directors and the Supervisory Committee of Chengde Nanjiang Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives should guarantee the reality, accuracy and completion of the quarterly report, there are no any fictitious statements, misleading statements or important omissions carried in this report, and shall take legal responsibilities, individual and/or joint. All Directors are attended the Board Meeting for Quarterly Report deliberation. Zhao Yongsheng, Person in charge of the Company, Zhao Yongsheng, person in charger of accounting works and Liu Guofeng, person in charger of accounting organ (accounting officer) hereby confirm that the Financial Report of this Quarterly Report is authentic, accurate and complete. 2 承德南江股份有限公司 2016 年第一季度报告正文 Section II. Main financial data and changes of shareholders I. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not √Yes □No Changes of this period Same period of last year over same period of last Current Period year Before adjustment After adjustment After adjustment Operating income (RMB) 46,379,194.49 76,700,090.57 26,398,533.74 75.69% Net profit attributable to shareholders of the listed 1,078,731.20 -6,512,864.22 -6,204,376.06 117.39% company(RMB) Net profit attributable to shareholders of the listed company 1,147,902.15 -6,556,527.19 -6,248,039.03 118.37% after deducting non-recurring gains and losses(RMB) Net cash flow arising from operating 30,707,074.03 -13,134,238.84 -13,134,238.84 333.79% activities(RMB) Basic earnings per share (RMB/Share) 0.002 -0.01 -0.01 120.00% Diluted earnings per share (RMB/Share) 0.002 -0.01 -0.01 120.00% Weighted average ROE (%) 0.31% -2.27% -2.16% 2.47% Changes of this At the end of last year period-end over same At the end of the period-end of last year reporting period Before adjustment After adjustment After adjustment Total assets (RMB) 864,868,178.16 854,793,263.22 854,793,263.22 1.18% Net assets attributable to shareholder of 353,334,854.76 352,256,123.56 352,256,123.56 0.31% listed company (RMB) The causes of changes in accounting policies and the situation of accounting error correction Some sold products of Nanjiang Huijing Tiandi Community project developed and constructed by the Company has not been handled with property right registration procedures, resulting in the recognition criteria not completely meeting the revenue, the company has adjusted the data of this part after the confirmation of accountants, resulting in the differences between the above-mentioned financial index and the financial indicators related to the disclosed quarterly reports reports. Items of non-recurring gains and losses √ Applicable □ Not applicable 3 承德南江股份有限公司 2016 年第一季度报告正文 In RMB Amount from year-begin to Item Note period-end Other non-operating income and expenditure except for the -69,170.95 aforementioned items Total -69,170.95 -- 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. Total number of shareholders at the end of this report period and top ten shareholders 1. Number of common shareholders and preference shareholders with voting rights recovered and top ten common shareholders In shares Total preference shareholders Total number of common with voting rights recovered at shareholders at the end of report 19,555 0 period end of reporting period (if applicable) Top ten shareholders Proportion Amount of Number of share pledged/frozen Nature of Amount of shares Shareholder’s name of shares non-tradable shareholder held State of share Amount held shares held Domestic Wang Dong 29.49% 208,324,800 208,324,800 Frozen 208,324,800 natural person China Everbright Overseas legal 13.28% 93,833,093 0 Securities (HK) Limited person GUOTAI JUNAN Overseas legal SECURITIES(HONGK 6.87% 48,524,062 0 person ONG) LIMITED Domestic Chengde North non-state-owned 2.62% 18,517,651 18,517,651 Industrial Corporation legal person Domestic Wang Zhengsong 1.89% 13,327,891 13,327,891 natural person Domestic Wang Wensheng 1.03% 7,258,007 0 natural person 4 承德南江股份有限公司 2016 年第一季度报告正文 Domestic Zhou Haihong 0.95% 6,708,495 0 natural person Domestic Li Tianyun 0.73% 5,158,000 0 natural person Shanghai H.K. Overseas legal 0.71% 4,995,920 0 Wangguo Securities person Domestic Chen Yan 0.57% 4,023,256 0 natural person Top ten shareholders with tradable shares held Type of shares Shareholder’s name Amount of tradable shares held Type Amount Domestically China Everbright Securities (HK) Limited 93,833,093 listed foreign 93,833,093 shares Domestically GUOTAI JUNAN 48,524,062 listed foreign 48,524,062 SECURITIES(HONGKONG) LIMITED shares Domestically Wang Wensheng 7,258,007 listed foreign 7,258,007 shares Domestically Zhou Haihong 6,708,495 listed foreign 6,708,495 shares Domestically Li Tianyun 5,158,000 listed foreign 5,158,000 shares Domestically Shanghai H.K. Wangguo Securities 4,995,920 listed foreign 4,995,920 shares Domestically Chen Yan 4,023,256 listed foreign 4,023,256 shares Domestically Zhao Ziying 3,286,616 listed foreign 3,286,616 shares VANGUARD TOTAL Domestically INTERNATIONAL STOCK INDEX 3,182,875 listed foreign 3,182,875 FUND shares Domestically Peng Wei 2,978,525 2,978,525 listed foreign 5 承德南江股份有限公司 2016 年第一季度报告正文 shares The Company is unknown whether there exists associated relationship or belongs to Explanation on associated relationship consistent actor regulated by “management method for acquisition of listed company” among the aforesaid shareholders among the above said shareholders. Explanation on top ten shareholders N/A involving margin business (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 top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back agreement dealing in reporting period. 2. Total shareholders with preferred stock held and shares held by top ten shareholders with preferred stock held □ Applicable √ Not applicable 6 承德南江股份有限公司 2016 年第一季度报告正文 Section III. Significant Events I. Particulars about material changes in items of main accounting statement and financial index and explanations of reasons √Applicable □Not applicable Seria Item Ending balance Opening balance Changes Reasons l Amount changed Ratio changed 1 Due to an increase in funds Long-term equity 27,343,974.43 2,343,974.43 25,000,000.00 1066.56% invested in Dongguan investment Dongfeng in current period 2 Operation income Due to an increase in 46,379,194.49 26,398,533.74 19,980,660.75 75.69% carry-over incomes from real estate in current period 3 Operation cost Due to an increase in cost 36,430,367.17 26,996,960.32 9,433,406.85 34.94% from real estate in current period 4 Operation taxes and Due to an increase in taxes additional and dues on carry-over 2,726,869.98 17,761.16 2,709,108.82 15252.99% incomes from real estate in current period 5 Operation profit Due to an increase in profits 559,568.39 -6,783,369.20 7,342,937.59 108.25% of carry-over incomes from real estate in current period 6 Due to an increase in Net cash flow from 30,707,074.03 -13,134,238.84 43,841,312.87 333.79% house-selling funds in current operation activity period 7 Because the funds invested in Net cash flow from -26,108,450.99 -142,355.00 -25,966,095.99 -18240.38% Dongguan Dongfeng has investment activity been paid in current period II. Analysis and explanation of significant events and their influence and solutions □ Applicable √ Not applicable III. Commitments that the company, shareholders, actual controller, offeror, directors, supervisors, senior management or other related parties have fulfilled during the reporting period and have not yet fulfilled by the end of reporting period √Applicable □Not applicable Commitme Commitmen Commitments Promise Type of Content of commitments Implementation nt date t term 7 承德南江股份有限公司 2016 年第一季度报告正文 commitment s Commitments for Share Merger Reform 1. Commitments in aspect of independency of listed company: For the equity changes, that is 208,324,800 shares of Chengde Dalu Co., Ltd held by Chen Rong was transfer, Wang Dong guarantee there are no influence on the independent of employee, financial, Commitmen institution, business and integrity of assets of ts in Chengde Dalu Co., Ltd. After transaction, Commitments Controlli horizontal Chengde Dalu Co., Ltd still has the ability of Duration of in report of ng competition, 2012-04-2 independent operation and owes independent the Implementing acquisition or sharehol related 4 legal person, and continues to owes the Company equity change der transactions, independency of institution, assts, employees, and capital production and financial. 2. Commitments for occupying horizontal competition: after 208,324,800 shares of Chengde Dalu Co., Ltd held by Chen Rong was transfer, Wang Dong guarantee there are no or potential horizontal competition between the Chengde Dalu Co., Ltd and Wang Dong and related parties of Wang Dong After auditing, net profit for year of 2015 under the name of Runhua The performance compensation commitment: RW (Tianjin) net profit (deducting non-recurring gains and International Trade Performance losses) for 2012, 2013, 2014 and 2015 for Co., Ltd. was commitment Controlli Runhua RW (Tianjin) International Trade -9.2722 million Commitments and ng Co., Ltd. Respectively can’t be less than 2013-04-1 Yuan, which is in assets compensatio 2012-2015 sharehol 306,300 Yuan, 904,000 Yuan, 1,500,000 Yuan 0 short of the reorganization n der and 3,400,000 yean. If the actual net profit is commitment of arrangement less than the promised, the controlling performance for s shareholders shall perform the obligations of year of 2015. the profit compensation accordingly. Company will supervise and urge the controlling shareholder to implement 8 承德南江股份有限公司 2016 年第一季度报告正文 compensation commitment according to the auditing results. Commitments in initial public offering or re-financing Commitments in stock option incentive plan Other commitments for medium and small shareholders Completed on Yes time IV. Predict of the business performance from January to June 2016 Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next report period may be loss or have great changes comparing with the same period of last year □Applicable √Not applicable V. Securities Investment □ Applicable √ Not applicable No security investment in Period. VI. Derivative investment □ Applicable √ Not applicable No derivative investment in the Period. VII. Registration form for receiving research, communication and interview in the report period √ Applicable □ Not applicable Time Way Type Basic situation index of investigation Progress of the suspension of the 2016-01-20 Telephone communication Individual Company, no materials required Operation of the Company, no materials 2016-02-24 Telephone communication Individual required 2016-03-17 Telephone communication Individual Current condition of the Company, no 9 承德南江股份有限公司 2016 年第一季度报告正文 materials required VIII. Guarantee outside against the regulation □Applicable √Not applicable The Company had no guarantee outside against the regulation in the reporting period. IX. Non-operational fund occupation from controlling shareholders and its related party □ Applicable √ Not applicable The Company had no non-operational fund occupation form controlling shareholders and its related party in the period 10