承德南江股份有限公司 2016 年第三季度报告正文 Stock Code: 200160 Short Form of the Stock: Nanjiang B Public Notice No.: 2016-083 Chengde Nanjiang Co., Ltd. Text of Third Quarterly Report 2016 1 承德南江股份有限公司 2016 年第三季度报告正文 Section I. Important Notes Board of Directors and the Supervisory Committee of Chengde Nanjiang Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All directors of the Company are attended the Meeting for quarterly report deliberation. Principal of the Company Zhao Yongsheng, Person in Charge of Accounting Works Zhao Yongsheng and Person in Charge of Accounting Organ (Accounting Officer) Liu Fengguo hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. 2 承德南江股份有限公司 2016 年第三季度报告正文 Section II. Main accounting data and changes of shareholders I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Current period-end Period-end of last year Increase/decrease Total assets(RMB) 696,718,663.94 854,793,263.22 -18.49% Net assets attributable to shareholders of listed company 360,321,697.66 352,256,123.56 2.29% (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) 103,804,200.47 99.97% 295,218,682.21 183.08% Net profit attributable to shareholders of the listed company 2,454,508.79 118.03% 4,256,378.73 -93.11% (RMB) Net profit attributable to shareholders of the listed company 2,520,155.95 119.62% 4,592,904.24 111.99% after deducting non-recurring gains and losses(RMB) Net cash flow arising from -- -- 80,749,416.66 389.93% operating activities(RMB) Basic earnings per share 115.79% 0.003 0.006 -93.10% (RMB/Share) Diluted earnings per share 115.79% 0.003 0.006 -93.10% (RMB/Share) Weighted average ROE 0.68% 4.45% 1.20% -18.05% In RMB Amount from year-begin to Item Note end of the Period Other non-operating income and expenditure except for the -336,525.51 aforementioned items Total -336,525.51 -- 3 承德南江股份有限公司 2016 年第三季度报告正文 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. Number of common shareholders and preference shareholders with voting rights recovered and top ten common shareholders In share Total preference shareholders with voting Total number of common shareholders at the end of report 19,555 rights recovered at end of 0 period reporting period (if applicable) Top ten 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 Frozen 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 Wang Wensheng Domestic natural 1.03% 7,258,007 0 4 承德南江股份有限公司 2016 年第三季度报告正文 person Domestic natural Zhou Haihong 0.95% 6,708,495 0 person Domestic natural Li Tianyun 0.73% 5,158,000 0 person Shen wan hongyuan Foreign corporate 0.71% 4,995,920 0 securities (Hong Kong) co., LTD 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 Shen wan hongyuan securities 4,995,920 listed foreign 4,995,920 (Hong Kong) co., LTD 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 3,182,875 3,182,875 INTERNATIONAL STOCK INDEX listed foreign 5 承德南江股份有限公司 2016 年第三季度报告正文 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 □Applicable √Not applicable 6 承德南江股份有限公司 2016 年第三季度报告正文 Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons √ Applicable □Not applicable 1. Items of balance sheet Seria Opening Changes Item Closing balance Reasons l balance Amount Ratio 1 136,386,377.94 88,237,416.98 48,148,960.96 54.57% The house-selling money increased Monetary fund in the Period 2 1,340,398.33 156,113.53 1,184,284.80 758.60% Credit sale business in the Period Account receivable increased 3 Account paid in 364,972.49 1,105,122.95 -740,150.46 -66.97% Settlement of account paid in advance advance in the Period 4 Inventory 395,916,501.71 619,241,374.72 -223,324,873.01 -36.06% Soaring saels in the Period 5 22,173,136.04 33,761,457.51 -11,588,321.47 -34.32% Loss & gains of the advance payment Other current assets of tax brought forward 6 20,021,392.92 35,013,234.30 -14,991,841.38 -42.82% Settlement of account payable in the Account receivable Period 7 Account received in 290,954,084.34 435,991,938.57 -145,037,854.23 -33.27% Close account receivable in advance advance for house to revenue 2. Items of profit statement Seria Changes Item This Period Last period Reasons l Amount Ratio 1 295,218,682.21 104,286,951.75 190,931,730.46 183.08% The real estate project close to Operation revenue revenue in the Period 2 Operation cost 251,759,308.25 100,192,632.70 151,566,675.55 151.28% The real estate project close to revenue in the Period 3 Business tax and 19,908,763.10 2,110,940.76 17,797,822.34 843.12% The real estate project close to surcharge revenue in the Period 4 348,246.06 1,834,389.20 -1,486,143.14 -81.02% Marketing costs declined in the Sales expense Period 5 Non-operation 170,218.40 104,095,677.29 -103,925,458.89 -99.84% No land transfer income occurred in revenue the Period 6 Non-operation 506,743.91 4,005,874.69 -3,499,130.78 -87.35% Non-operating expenditure deceased expenditure in the Period 7 Income tax expense 8,991.27 23,911,569.38 -23,902,578.11 -99.96% Taxable income tax in the Period declined 7 承德南江股份有限公司 2016 年第三季度报告正文 3. Items of cash flow statement Seria Changes Item This Period Last period Reasons l Amount Ratio 1 Net cash flow 80,749,416.66 16,481,722.11 64,267,694.55 389.93% The house-selling money increased arising from in the Period operating activities 2 Net cash flow -27,837,746.95 26,486,122.87 -54,323,869.82 -205.10% Investment expenses increased in the arising from Period, the money received from investment activities land declined 3 Net cash flow -6,672,835.54 -1,894,100.00 -4,778,735.54 -252.30% Pledged deposits paid int eh Period arising from and purchasing minority’s interests. financing activities II. Progress and influence of the main events as well as solution analysis specification √Applicable □Not applicable In reporting period, the Company planning to solve the problem left over by history, and stock of the Company were suspended since open the market dated 23 January 2015. The above mentioned event still in promotion, and released a Progress of the Suspended for Significant Matters every five trading days. Information index for temporary report Overview Date for disclosure disclosure 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 Commitmen Type of Commitm Commitmen Implementa Promise Content of commitments ts commitments ent date t term tion Commitmen ts for Share Merger Reform 1. Commitments in aspect of independency of listed company: Commitments For the equity changes, that is 208,324,800 shares Commitmen in horizontal of Chengde Dalu Co., Ltd held by Chen Rong was ts in report Controllin competition, transfer, Wang Dong guarantee there are no Duration of of g 2012-04-2 Implementi related influence on the independent of employee, the acquisition shareholde 4 ng transactions, financial, institution, business and integrity of assets Company or equity r and capital of Chengde Dalu Co., Ltd. After transaction, change occupying Chengde Dalu Co., Ltd still has the ability of independent operation and owes independent legal person, and continues to owes the independency of 8 承德南江股份有限公司 2016 年第三季度报告正文 institution, assts, employees, production and financial. 2. Commitments for horizontal competition: after 208,324,800 shares of Chengde Dalu Co., Ltd held by Chen Rong was transfer, Wang Dong guarantee there are no or potential horizontal competition between the Chengde Dalu Co., Ltd and Wang Dong and related parties of Wang Dong The performance compensation commitment: net profit (deducting non-recurring gains and losses) for Performance 2012, 2013, 2014 and 2015 for Runhua RW Commitmen Controllin commitment (Tianjin) International Trade Co., Ltd. Respectively ts in assets g 2013-04-1 and can’t be less than 306,300 Yuan, 904,000 Yuan, 2012-2015 Completed reorganizati shareholde 0 compensation 1,500,000 Yuan and 3,400,000 yean. If the actual on r arrangements net profit is less than the promised, the controlling shareholders shall perform the obligations of profit compensation accordingly. Commitmen ts in initial public offering or re-financing Commitmen ts in stock option incentive plan Other commitment s for medium and small shareholders Perform the commitment Yes promptly or not If the commitment s is not N/A fulfilled on time, shall 9 承德南江股份有限公司 2016 年第三季度报告正文 explain the specify reason and the next work plan IV. Estimation of operation performance for year of 2016 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. Particulars about derivatives investment □ Applicable √ Not applicable The Company had no derivatives investment in Period. VII. Registration form of receiving research, communication and interview in the report period √ Applicable □Not applicable Time Way Type Basic situation index of investigation Suspension condition of the Company, 2016-07-14 Telephone Personal no material required Suspension condition of the Company, 2016-08-10 Telephone Personal no material required Operation of the Company, no materials 2016-09-13 Telephone Personal 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