承德南江股份有限公司 2015 年年度报告全文
CHENGDE NANJIANG CO．，LTD
ANNUAL REPORT 2015
April 2016
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承德南江股份有限公司 2015 年年度报告全文
Section I. Important Notice, Contents and Paraphrase
Board of Directors, Supervisory Committee, all directors, supervisors and senior
executives of Chengde Nanjiang Co., Ltd. (hereinafter referred to as the
Company) hereby confirm that there are no any fictitious statements, misleading
statements, or important omissions carried in this report, and shall take legal
liability, individual and/or joint, for the whole contents.
Zhao Yongsheng, Principal of the Company, Zhao Yongshen, person in charger
of accounting works and Liu Fengguo, person in charge of accounting organ
(accounting principal) hereby confirm that the Financial Report of 2015 Annual
Report is authentic, accurate and complete.
All directors are attended the Board Meeting for report deliberation.
If the Report related to the forward-looking statements about future business
environment and business planning, and benefit forecasting of investment
projects, it does not constitute a substantive commitment to investors of the
Company, investors pay attention to investment risks.
The Company has no plan of cash dividends carried out, bonus issued and
capitalizing of common reserves either.
Note: The Report is prepared in bilingual versions of Chinese and English
respectively, in the event of any discrepancy in understanding the two
aforementioned versions, the Chinese version shall prevail.
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承德南江股份有限公司 2015 年年度报告全文
Contents
Section I. Important Notice, Contents and Paraphrase ................................................................. 2
Section II Company Profile and Main Finnaical Indexes .............................................................. 5
Section III Summary of Company Business .................................................................................... 9
Section IV Discussion and Analysis by the Management Team ................................................... 10
Section V. Iimportant Events .......................................................................................................... 24
Section VI. Changes in Shares and Particulars about Shareholders .......................................... 33
Section VII. Preferred Stock ........................................................................................................... 39
Section VIII. Particulars about Directors, Supervisors, Senior Executives and Employees .... 40
Section IX. Corporate Governance ................................................................................................ 48
Section X. Financial Report ............................................................................................................ 57
Section XI. Documents available for reference ........................................................................... 175
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承德南江股份有限公司 2015 年年度报告全文
Paraphrase
Items Refers to Contents
CSRC, SRC Refers to China Securities Regulatory Commission
SZ Stock Exchange, Exchange Refers to Shenzhen Stock Exchange
Company, The Company or Chengde Nanjiang Refers to Chengde Nanjiang Co., Ltd.
Nanjiang Investment Refers to Chengde Nanjiang Investment Co., Ltd.
Nanjiang Real Estate Refers to Chengde Nanjiang Real Estate Development Co., Ltd.
Chengde Morsh, Morsh Technology Refers to Chengde Morsh Technology Co., Ltd.
Nanjiang Ecological Agriculture, Ecological
Refers to Chengde Nanjiang Ecological Agriculture Co., Ltd.
Agriculture,
Asia Investment, Nanjiang Asia Refers to Nanjiang Asia Investment Co., Ltd.
Runhua RW Refers to Runhua Rural Water (Tianjin) International Trade Co., Ltd.
Eagles Men Refers to Eagles Men Aeronautic Science and Technology Group Co., Ltd.
Xingye Papermaking Refers to Chengde Xingye Papermaking Co., Ltd.
Hangzhou Dongfeng Stealth Refers to Hangzhou Dongfeng Stealth Technology Co. Ltd.
Company Law Refers to Company Law of the People’s Republic of China
Securities Law Refers to Securities Law of the People’s Republic of China
Rules Governing the Listing of Securities Refers to Rules Governing the Listing of Securities on Shenzhen Stock Exchange
Yuan, 10 thousand Yuan Refers to RMB, RMB 10 thousand
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承德南江股份有限公司 2015 年年度报告全文
Section II Company Profile and Main Finnaical Indexes
I. Company information
Short form of the stock Nanjiang-B Stock code 200160
Short form of the Stock after
--
changed (if applicable)
Stock exchange for listing Shenzhen Stock Exchange
Name of the Company (in
承德南江股份有限公司
Chinese)
Short form of the Company
南江 B
(in Chinese)
Foreign name of the
CHENGDE NANJIANG CO.,LTD
Company(if applicable)
Short form of foreign name of
NANJIANG-B
the Company(if applicable)
Legal representative Zhao Yongsheng
Registrations add. XiaBanCheng Town, Chengde County, Hebei Province, P.R.C
Code for registrations add 067400
Offices add. XiaBanCheng Town, Chengde County, Hebei Province, P.R.C
Codes for office add. 067400
Website --
E-mail --
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Li Wenying Wang Haijian
XiaBanCheng Town, Chengde County, XiaBanCheng Town, Chengde County,
Contact add.
Hebei Province Hebei Province
Tel. 0314-3115049 0314-3115048
Fax. 0314-3111475 0314-3111475
E-mail liwy@cdnanjiang.com wanghj@cdnanjiang.com
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承德南江股份有限公司 2015 年年度报告全文
III. Information disclosure and preparation place
Media appointed for information disclosure In China: Securities Times; overseas: Hong Kong Commercial Daily
Website for annual report publish appointed by CSRC Juchao website: http://www.cninfo.com.cn
Preparation place for annual report Security department of the Company
IV. Registration changes of the Company
Organization code 106576876
Changes of main business since listing (if
No changes
applicable)
Previous changes for controlling
No changes
shareholders (if applicable)
V. Other relevant information
CPA engaged by the Company
Name of CPA Dahua Certified Public Accountants (Limited Liability Partnership)
Offices add. for CPA No. 689, Tianhe Road (N), Guangzhou
Signing Accountants Fan Rong, Han Junmin
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
VI. 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
2015 2014 Changes over last year 2013
Operating income (RMB) 141,221,936.00 322,502,631.63 -56.21% 363,952,258.89
Net profit attributable to
shareholders of the listed 58,872,707.12 80,280,395.81 -26.67% 94,806,811.16
company(RMB)
Net profit attributable to
shareholders of the listed company
-31,171,146.45 3,121,357.84 -1,098.64% -5,614,485.87
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from 19,812,057.85 -134,329,924.08 114.75% -204,553,032.66
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承德南江股份有限公司 2015 年年度报告全文
operating activities(RMB)
Basic earnings per share
0.08 0.11 -27.27% 0.13
(RMB/Share)
Diluted earnings per share
0.08 0.11 -27.27% 0.13
(RMB/Share)
Return on Equity 18.43% 32.13% -13.70% 58.42%
Changes over end of
End of 2015 End of 2014 End of 2013
last year
Total assets (RMB) 854,793,263.22 642,501,296.47 33.04% 380,763,274.72
Net assets attributable to
shareholder of listed company 352,256,123.56 289,982,016.44 21.48% 209,701,482.77
(RMB)
VII. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International
Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period.
2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or
Chinese GAAP (Generally Accepted Accounting Principles) in the period.
VIII. Quarterly main financial index
In RMB
First quarter Second quarter Third quarter Fourth quarter
Operating income 26,398,533.74 25,978,138.42 51,910,279.59 36,934,984.25
Net profit attributable to
-6,204,376.06 81,606,964.44 -13,616,154.87 -2,913,726.39
shareholders of the listed company
Net profit attributable to
shareholders of the listed company
-6,248,039.03 -19,208,310.28 -12,847,019.78 7,132,222.64
after deducting non-recurring gains
and losses
Net cash flow arising from -13,134,238.84 45,490,269.47 -15,874,308.52 3,330,335.74
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承德南江股份有限公司 2015 年年度报告全文
operating activities
Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial
index disclosed in the company’s quarterly report and semi-annual report
√ Yes □No
The above-mentioned financial index or its total number and the financial indicators related to the quarterly reports and semi-annual
reports disclosed by the company have differences, 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 and
semi-annual reports.
IX. Items and amounts of extraordinary profit (gains)/loss
√Applicable □ Not applicable
In RMB
Item 2015 2014 2013 Note
Gains/losses from the disposal of non-current asset
(including the write-off that accrued for impairment 103,245,649.85 112,818,506.20 131,918,787.19
of assets)
Governmental subsidy reckoned into current
gains/losses (not including the subsidy enjoyed in
2,720.00 193,601.01
quota or ration according to national standards, which
are closely relevant to enterprise’s business)
Gains/losses from entrust investment or assets
171,000.00 111,230.13
management
Gains/losses from contingency without routine
11,309,875.93
business concerned
Other non-operating income and expenditure except
-5,205,333.51 -3,065,618.87 -514,148.27
for the aforementioned items
Less: Impact on income tax 25,812,092.46 25,719,679.32 33,473,765.68
Impact on minority shareholders’ equity
-6,503,033.76 7,045,170.04 -2,185,592.65
(post-tax)
Total 90,043,853.57 77,159,037.97 100,421,297.03 --
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
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承德南江股份有限公司 2015 年年度报告全文
Section III Summary of Company Business
I. Main businesses of the company in the reporting period
During the reporting period, the company's main business is the real estate development, primarily engaged in the
development of residential real estate and commercial real estate, the business scope mainly locates in Chengde.
The main products of residential real estate development business are all types of housing products, including
small high-rise buildings, garden houses and superimposed buildings; commercial real estate development are
mainly in the development of shops. The company business model is independent development, and provides
residential property management at the same time.
In 2015, Chinese real estate market has been focusing on promoting consumption and reducing inventory, in the
face of changes in external environment, the company has combined with the actual situation, positively complied
with the market trends, taken the market as orientation, mainly focused on improving houses, insisted to creating
district high-quality and high-level residences, obtain good local market and reputation, and achieved good sales
performance at the same time.
II. Major changes in main assets
1. Major changes in main assets
Major assets Note of major changes
Fixed assets No Major change
A decrease of 46.29% over the same period, the current government to recover land
Intangible assets
assets to reduce intangible assets.
2. Main overseas assets
□ Applicable √ Not applicable
III. Core Competitiveness Analysis
1. Team advantages. The company has an excellent management team who has an acute sense of market judgment, efficient
decision-making and executive capacity, rich management experience, strong adaptability and innovation ability, and is strong
backing to protect the company's development and promote the company's strategic transformation.
2. Brand advantages. The company has strictly controled the quality, built high-quality and high-level residences, established a good
corporate image and reputation by precisely positioning the market.
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承德南江股份有限公司 2015 年年度报告全文
Section IV Discussion and Analysis by the Management Team
I. Introduction
In 2015, the overall global economic recovery has been weak, in the face of complicated international situation
and increasing economic downward pressure, Chinese real estate market has been focusing on promoting
consumption and reducing inventory, unveiled several rounds of policies to reduce the reserve requirement ratio
and interest rate, decreased the down payment, reduced or exempted the taxes and dues, promoted the market
demands, at the same time, controlled the scale and adjusted the structure of land supply, increased the
monetization resettlement of affordable housing, improved the market environment, and promoted the rebound of
real estate industry to a certain extent. In view of the whole year, the real estate market has accelerated the
differentiation trend, first-tier cities and some second-tier cities are appeared a trend of supply exceeding demand,
and the housing prices have continued to rise. The housing market in some three & four-tier cities has showed a
situation of supply exceeding demand in varying degrees, the inventory has been high, and the downward pressure
on housing prices has been rather large.
During the reporting period, the company has continued to take real estate development and operation as the core,
and steadily developed property management, ecological agriculture, trade and other services at the same time. In
the face of economic downward pressure and adverse marketing environment, the company has adopted a series
of measures to stabilize and improve performance, and actively responded to market changes. The company has
precisely positioned the market, created high-end residence Nanjiang﹒Huijing Tiandi project which has been
completed acceptance, achieved good sales performance, and become a local demonstration housing estate.
During the reporting period, strategic transformation has become the focus of the company. The company has
continued to implement the transformation strategy, adhere to seek progress and changes in stability, ensure the
stable development of real estate business segment, plan to solve the problems left over by history of the
company's B shares, and actively promote the company's strategic transformation.
Up to December 31, 2015, the company's total assets has reached 854,793,300 yuan, net assets attributable to
shareholders of listed company is 352,256,100 yuan; in 2015, the company has achieved operating income of
141,221,900 yuan, net profit attributable to shareholders of listed company is 58,872,700 yuan.
Main items of the Company during the reporting period:
Construction
Total
area at the end
investment
The total of the
amount (in
Area（㎡） construction reporting
Project 100
Region Item Equity ratio area（㎡） period has
status million
completed
yuan)
（㎡）
97627.39 180957.98 180957.98 6.4
Nanjiang The
Already Available for Pre-sale area
Chengde Huijing 100% Type settlement
completed sale area（㎡） （㎡）
Tiandi area（㎡）
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承德南江股份有限公司 2015 年年度报告全文
Residence
140,330.88 83,804.70 8,438.03
Business
24,305.52 3,313.74 555.68
II. Main business analysis
1. Introduction
See the “I-Introduction” in “Discussion and Analysis by the Management Team”
2. Revenue and cost
(1) Constitute of operation revenue
In RMB
2015 2014
Ratio in operation Ratio in operation Y-o-y changes
Amount Amount
revenue revenue
Total operation
141,221,936.00 100% 322,502,631.63 100% -56.21%
revenue
According to industries
(1) Agriculture 3,689,064.91 2.61% 5,642,269.36 1.75% -34.62%
(2) Business 97,624,160.58 69.13% 312,436,023.98 96.88% -68.75%
(3) Real estate 36,501,825.04 25.85% 3,319,551.80 1.03% 999.60%
(4) Property
management and 3,406,885.47 2.41% 1,104,786.49 0.34% 208.38%
others
According to products
(1) Agricultural
3,689,064.91 2.61% 5,642,269.36 1.75% -34.62%
products
(2) Chemical
97,624,160.58 69.13% 312,436,023.98 96.88% -68.75%
materials
(3) Estate sales 36,501,825.04 25.85% 3,319,551.80 1.03% 999.60%
(4) Property
management and 3,406,885.47 2.41% 1,104,786.49 0.34% 208.38%
others
According to region
Chengde 43,483,245.50 30.79% 10,066,607.65 3.12% 331.96%
Tianjin 97,624,160.58 69.13% 312,436,023.98 96.88% -68.75%
Zhejiang 114,529.92 0.08%
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承德南江股份有限公司 2015 年年度报告全文
(2) About the industries, products, or regions accounting for over 10% of the company’s operating income
or operating profit
√Applicable □ Not applicable
In RMB
Increase/decrease Increase/decrease Increase/decrease
Operating
Operating cost Gross profit ratio of operating of operating cost of gross profit
revenue
revenue y-o-y y-o-y ratio y-o-y
According to industries
(1) Business 97,624,160.58 97,500,069.15 0.13% -68.75% -69.11% 1.15%
(2) Real estate 36,501,825.04 27,216,297.96 25.44% 999.60% 1,510.35% -23.65%
According to products
(1) Chemical
97,624,160.58 97,500,069.15 0.13% -68.75% -69.11% 1.15%
materials
(2) Estate sales 36,501,825.04 27,216,297.96 25.44% 999.60% 1,510.35% -23.65%
According to region
(1) Chengde 43,483,245.50 35,226,890.86 18.99% 385.21% 283.84% 21.40%
(2) Tianjin 97,624,160.58 97,500,069.15 0.13% -68.75% -69.11% 1.15%
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on
latest one year’s scope of period-end
□ Applicable √ Not applicable
(3) Income from physical sales larger than income from labors
□Yes √No
(4) Fulfillment of the company’s signed significant sales contracts up to this reporting period
□ Applicable √ Not applicable
(5) Constitute of operation cost
Industry and Product classification
In RMB
2015 2014
Industry Increase/decrease
Item Ratio in operation Ratio in operation
classification Amount Amount y-o-y
cost cost
（1）Agriculture Agriculture 5,747,403.41 4.33% 7,487,431.46 2.30% -23.24%
（2）Business Business 97,500,069.15 73.46% 315,629,299.95 96.88% -69.11%
（3）Real estate Real estate 27,216,297.96 20.51% 1,690,090.08 0.52% 1,510.35%
（4）Property Property 2,263,189.49 1.71% 988,187.82 0.30% 129.02%
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承德南江股份有限公司 2015 年年度报告全文
management and management and
others others
In RMB
2015 2014
Product Increase/decrease
Item Ratio in operation Ratio in operation
classification Amount Amount y-o-y
cost cost
(1) Agricultural
Agriculture 5,747,403.41 4.33% 7,487,431.46 2.30% -23.24%
products
(2) Chemical
Business 97,500,069.15 73.46% 315,629,299.95 96.88% -69.11%
materials
(3) Estate sales Real estate 27,216,297.96 20.51% 1,690,090.08 0.52% 1,510.35%
(4) Property Property
management and management and 2,263,189.49 1.71% 988,187.82 0.30% 129.02%
others others
Note
(6) Whether the changes in the scope of consolidation in Reporting Period
√ Yes □ No
(I) Obtain the subsidiary through the investment in Period
Name Investment Date of Shareholding ratio Net assets at Net profit for the
way establishment period-end Period
Hangzhou Dongfeng New-establi 2015-10-13 90% 49,998,200.00 -1,800.00
shed
Total --- --- --- 49,998,200.00 -1,800.00
Hangzhou Dongfeng was established in 13 October 2015, registered capital of 100 million yuan, and paid in capital 50 million yuan.
(II) No longer included in the consolidated scope of the subsidiary in Period as follows:
Name Reason of Liquidation date Shareholding ratio Net asset on disposal Net profit from the
chang date period-begin to disposal
date
Xingye Liquidation 2015-12-8 100% -15,918,001.58 0.00
Papermaking cancellation
Total --- --- --- -15,918,001.58 0.00
Xingye Papermaking Making was founded jointly by Nanjiang Company and (Hong Kong) Zhanxi International Group Co., Ltd
(hereinafter referred to as Hong Kong Zhanxi) on 26th Oct. 2001 authorized by the ‘Approval Certificate’ issued by WJMZSAZ[2001]
NO. 0065. Ruled by the Response to Joint Operation on Fund-Adding to Chengde Xingye Papermaking making Co., Ltd, which was
issued on 28th Oct. 2002 by Ministry of Foreign Trade and Economic Cooperation of the Republic of China (former Commerce
Ministry) authorized by WJMZEH[2001]NO. 969, register capital has to be raised to US$ 250 million from US$ 100 million; newly
added register capital should be paid out within 3 years since operation certificate was changed in accordance with methods both
parties ruled according to the contract and article of association. The paid-up capital of Xingye Papermaking was US$ 100 million.
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承德南江股份有限公司 2015 年年度报告全文
Its register capital didn’t paid out within required period though shareholder had investment involved taking up 40% of the whole
register capital, including Nanjiang Company gave US$75 million with 75% equity and Hong Kong Zhanxi invested US$ 25 million
with 25% equity. In December of 2006, affected by smuggler affair on the largest shareholder Wang Shuxian and other senior
directors of Nanjiang Company, Xingye Papermaking suspended all its business, which led sharp loss to business. On 8 th Dec. of
2008, Hebei Province Chengde Intermediate People's Court confirmed liquidation for Xingye Papermaking raised by Chengde
Yonghe and Cement Co., Ltd, by the Civil Ruling (2008) CMPZ NO. 13. On 11 th of Mar. 2009, Hebei Province Chengde
Intermediate People’s Court approved reconciliation request raised by Xingye Papermaking by the Civic Ruling (2008) CMPZ NO.
13-2. On 23rd of Apr 2009, Hebei Province Chengde Intermediate People's Court confirmed that largest shareholder of Xingye ever
stole the name of Hong Kong Zhanxi and set up a false foreign-capital corporation, by the Criminal Ruling (2009) JXEZZ NO. 44.
On 10th May of 2009, Hebei Province Chengde Intermediate People's Court confirmed that Xingye Papermaking had reconciled with
its creditor on 8th of May 2009 and ended the reconciliation procedure, by the Civil Ruling (2008) CMPZ NO. 13-3. In Oct of 2012,
the Chengde Intermediate People’s Court issued Civil Mediation Agreement (2011) CMCZ NO. 76 which showed that Wang Shuxian
reached a reconciliation agreement with Nanjiang Company and that Wang Shuxian coordinated small shareholders of Xingye
Papermaking to give up their own equity as well as interests. As return, Nanjiang Company agreed to transfer its 20% equity from
Suning Banhe, land of industry-park (34.03 acres), plant (25596.87sqm) and No. 131 land (44.4 acres) to Wang Shuxian. After
reconciliation, Nanjiang Company wholly owns Xingye Papermaking, Xingye Papermaking had the liquidation cancellation on 8
December 2015.
(7) Major changes or adjustment in business, product or service of the Company in Reporting Period
□ Applicable √ Not applicable
(8) Major sales and main suppliers
Major sales client of the Company
Total top five clients in sales (RMB) 40,030,695.47
Proportion in total annual sales volume for top five clients 28.60%
Information of top five clients of the Company
Serial Name Sales (RMB) Proportion in total annual sales
1 Beijing Bolu Jinghua Technology Co., Ltd. 13,000,940.17 9.21%
2 Zibo Runguan Chemical Sales Co., Ltd. 8,431,330.11 5.97%
3 Shanghai Xurui Trade Co., Ltd. 7,199,414.50 5.10%
4 Anhui Weina Kang Trade Co., Ltd. 6,295,972.23 4.46%
5 Shanxi Huashuo packaging Co., Ltd. 5,103,038.46 3.61%
Total -- 40,030,695.47 28.35%
Other situation of main clients
□ Applicable √ Not applicable
Main suppliers of the Company
Total purchasing amount from top five suppliers (RMB) 242,566,073.88
Ratio of total purchasing amount from top five suppliers
68.88%
in total annual purchasing amount
Information of top five suppliers of the Company
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承德南江股份有限公司 2015 年年度报告全文
Serial Supplier Purchasing amount (RMB) Ratio in total annual purchasing amount
1 SABIC (Shanghai) Trading Co., Ltd. 112,985,600.00 32.09%
Chengde Greatwall Construction Group
2 61,264,696.33 17.40%
Co., Ltd.
Chengde Licheng Construction and
3 30,056,641.26 8.54%
Installation Engineering Co., Ltd.
Chengde Xingcheng Construction and
4 20,518,916.64 5.83%
Installation Engineering Co., Ltd.
Chengde Yongwang Construction
5 17,740,219.65 5.04%
Engineering Co., Ltd.
Total -- 242,566,073.88 68.88%
Other notes of main suppliers of the Company
□ Applicable √ Not applicable
3. Expenses
In RMB
Increase/decrease
2015 2014 Note of major changes
y-o-y
Sales and transportation costs
Sales expense 2,411,839.88 4,299,230.07 -43.90%
decreased in the Period
Development project and management
Management expense 30,697,053.62 21,550,755.68 42.44%
cost increases in the Period
Interest expenditure decreased in the
Financial expense 33,089.91 1,816,023.18 -98.18%
Period
4. R&D investment
□ Applicable √ Not applicable
5. Cash flow
In RMB
Item 2015 2014 Y-o-y changes
Subtotal of cash in-flow from
327,006,346.73 586,846,888.19 -44.28%
operation activity
Subtotal of cash out-flow from
307,194,288.88 721,176,812.27 -57.40%
operation activity
Net cash flow from operation
19,812,057.85 -134,329,924.08 114.75%
activity
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承德南江股份有限公司 2015 年年度报告全文
Subtotal of cash in-flow from
28,598,914.86 123,171,000.00 -76.78%
investment activity
Subtotal of cash out-flow from
2,421,206.16 41,149,781.23 -94.12%
investment activity
Net cash flow from investment
26,177,708.70 82,021,218.77 -68.08%
activity
Subtotal of cash in-flow from
5,000,000.00 10,029,217.89 -50.15%
financing activity
Subtotal of cash out-flow from
2,277,554.26
financing activity
Net cash flow from financing
2,722,445.74 10,029,217.89 -72.85%
activity
Net increased amount of cash
48,961,317.55 -42,399,128.16 -215.48%
and cash equivalent
Main reasons for y-o-y major changes in aspect of relevant data
√Applicable □ Not applicable
Net amount of cash flow from operating activities has increased, mainly due to the increase in sales outstanding and the decrease in
paid payment for goods in current period;
Net amount of cash flow from investing activities has decreased, mainly due to the decrease in cash taken back from government
purchasing and storage of land in current period;
Net amount of cash flow from financing activities has decreased, mainly due to the decrease in cash deposit of retired bill in current
period;
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
□ Applicable √ Not applicable
III. Analysis of the non-main business
□ Applicable √ Not applicable
IV. Assets and liability
1. Major changes of assets composition
In RMB
End of 2015 End of 2014
Ratio
Ratio in total Ratio in total Notes of major changes
Amount Amount changes
assets assets
The housing fund for advance sale
Monetary fund 88,237,416.98 10.32% 36,998,545.17 5.76% 4.56%
increased in the Period
16
承德南江股份有限公司 2015 年年度报告全文
Account
156,113.53 0.02% 2,722,676.66 0.42% -0.40%
receivable
619,241,374.7 Development costs increased in the
Inventory 72.44% 515,713,286.09 80.27% -7.83%
2 Period
Long-term equity
2,343,974.43 0.27% 6,684,960.46 1.04% -0.77%
investment
Fix assets 8,905,699.17 1.04% 10,294,681.90 1.60% -0.56%
2. Assets and liability measured by fair value
□ Applicable √ Not applicable
V. Investment
1. Overall situation
□ Applicable √ Not applicable
Investment in the same period of last year
Investment in the reporting (RMB) Changes
( RMB)
90,000,000.00 0.00 100.00%
2. The major equity investment obtained in the reporting period
□ Applicable √ Not applicable
In RMB
Index
Status Current Date of
of
Name Princip Method Amoun as of investm Whethe disclos
Term of Type of disclos
of al of t of Shareh Capital Partner the Expecte ent r ure (if
investm product
investe busines investm investm olding sources s balance d return profit litigatio ure (if
ent s applica
e s ent ent sheet and n applica
ble
date loss ble
)
)
Hangzh Super Eagles Super Comple Securiti
ou materia Men materia te es
Dongfe ls, new Aerona ls, new industri Times;
New-es Self-ow
ng materia 90,000, utic Long-te materia al and 2015-0 Hong
tablishe 90.00% ned ---- 0.00 No
Stealth ls, 000.00 Science rm ls, comme 9-26 Kong
d capital
Technol stealth and stealth rcial Comme
ogy Co. technol Technol technol registra rcial
Ltd. ogy and ogy ogy and tion Daily;
17
承德南江股份有限公司 2015 年年度报告全文
electron Group electron Juchao
ic Co., ic Website
product Ltd. product http://w
s s ww.cni
develop nfo.co
ment m.cn
90,000,
Total -- -- -- -- -- -- -- -- 0.00 0.00 -- -- --
000.00
3. The major non-equity investment doing in the reporting period
□ Applicable √ Not applicable
In RMB
Not
Accumul achieved
Accumul
Industry ative the
Whether Amount ative Date of Index of
involved amount planned
be fixed invested Progress revenue disclosur disclosur
Investme by actually Sources Expected progress
Project asset in the of achieved e (if e (if
nt way investme invested of funds return and
investme reporting project ended as applicabl applicabl
nt ended as reasons
nt period period-e e) e)
project period-e of
nd
nd expected
return
Nanjiang Real
Huijin Self-esta estate 136,119, 626,207, Self-own 6,515,42
No 100.00% ---- No
g Tiandi blished develop 738.42 077.24 ed 0.31
Project ment
136,119, 626,207, 6,515,42
Total -- -- -- -- -- 0.00 -- -- --
738.42 077.24 0.31
4. Financial assets investment
(1) Securities investment
□ Applicable √ Not applicable
The company had no securities investment in the reporting period
(2) Derivative investment
□ Applicable √ Not applicable
The Company has no derivatives investment in the Period
18
承德南江股份有限公司 2015 年年度报告全文
5. Application of raised proceeds
□ Applicable √ Not applicable
The company had no application of raised proceeds in the reporting period.
VI. Sales of major assets and equity
1. Sales of major assets
□ Applicable √ Not applicable
The Company had no sales of major assets in the reporting period.
2. Sales of major equity
□ Applicable √ Not applicable
VII. Analysis of main holding company and stock-jointly companies
√Applicable □ Not applicable
Particular about main subsidiaries and stock-jointly companies net profit over 10%
In RMB
Company Main Register Operating Operating
Type Total assets Net Assets Net profit
name business capital revenue profit
Chengde
Nanjiang Development
338,720,020. 262,426,401. -9,071,812.2 70,945,305.9
Real Estate Subsidiary and sales of 10,000,000 450,000.00
18 23 7 5
Development real estate
Co., Ltd.
Industrial
investment,
investment
Chengde
management,
Nanjiang 89,437,067.0 89,437,067.0
Subsidiary investment 90,000,000 0.00 -232,958.14 -232,958.14
Investment 9 9
consulting
Co., Ltd.
and import &
export
trading
Cultivation
Chengde
and sales of
Nanjiang
field crop, -11,716,736. -14,418,838. -14,406,816.
Ecological Subsidiary 10,000,000 3,744,562.12 3,689,064.91
edible 53 70 06
Agriculture
mushrooms,
Co., Ltd.
fruit and
19
承德南江股份有限公司 2015 年年度报告全文
vegetables as
well as
Chinese
Herbs;
breeding and
sales of
livestock
R&D,
manufacture
and sales of
grapheme,
grapheme
application
materials,
power cell &
battery
materials,
Chengde high-perform
Morsh ance 48,862,437.1 48,078,209.1
Subsidiary 50,000,000 0.00 -122,908.55 -122,908.55
Technology membrane 2 2
Co., Ltd. material and
nano
materials as
well as the
technology
promotion
and technical
service for
the above
said
products.
Chengde
Huijing Property
Property Subsidiary management 500,000 2,349,176.51 -50,890.07 2,030,782.46 -379,776.37 -379,776.37
Service Co., service
Ltd.
International
Nanjiang investment
Asia and trading, US$ 20
Subsidiary 5,161,292.38 5,156,492.52 0.00 279,399.41 279,399.41
Investment ship sales million
Co., Ltd. and purchase
and lease
Hangzhou Subsidiary Technology 100,000,000 50,078,200.0 49,998,200.0 114,529.92 -1,800.61 -1,800.00
20
承德南江股份有限公司 2015 年年度报告全文
Dongfeng development 0 0
Stealth and
Technology application
Co. Ltd. of super
materials and
stealth
technology,
development
of new
materials and
applications,
technical
services,
electronic
products
development,
sales,
technical
services,
software
development,
technical
services.
Import trade,
domestic
agents and
Runhua
distribution
Rural Water
of the plastic
(Tianjin) 25,570,959.9 12,781,358.7 97,624,160.5 -9,214,672.0 -9,272,232.7
Subsidiary raw materials 30,000,000
International 8 9 8 2 1
of
Trade Co.,
polyethylene
Ltd.
(PE) and
polypropylen
e (PP)
Particular about subsidiaries obtained or disposed in report period
□ Applicable √ Not applicable
The method of obtaining and handling The influence to the whole production and
Company Name
subsidiaries during the report period performance
Hangzhou Dongfeng Stealth Technology
New- established The preparatory phase with no income
Co. Ltd.
It has been discontinued for many years,
Chengde Xingye Papermaking Co., Ltd. Dissolution and liquidation
and will not have a greater impact on the
21
承德南江股份有限公司 2015 年年度报告全文
company operating and performance
Notes of holding and shareholding companies
During the reporting period, the international crude oil prices continued to slump, the domestic economic slowed down, which had a
huge impact on bulk commodity trading, bulk commodity overall has a operating difficulties. In order to reduce losses, reduce costs,
Runhua Nongshui reduced sales of business scale, resulting in Runhua Nongshui operating income over the previous year appear
sharply.
VIII. Structured vehicle controlled by the Company
□ Applicable √ Not applicable
IX. Future Development Prospects
(I) Industry structure and trend
In 2016, from a macroeconomic perspective, the international market situation is not optimistic, the domestic economy not only has
to face the severe external environment, but also has to meet all kinds of serious internal challenges, the national economy will
remain in the bottom phase, and the de-capacity, de-stocking, de-leveraging will be in full swing. In the macro background of
economic structurual adjustment and transformation and upgrading, the supply-side reform is the general direction of China's future
economic development, and the liquidity is expected to remain a loose pattern.
In the future, the real estate market will continue to follow the differentiation pattern. In the short term, most areas across the country
still face a large pressure on de-stocking, but the population has continued to flow into the hot first-tier and second-tier cities, the
demand space is great, the pressure on stock is small, the turnover in some cities has even rebounded sharply in 2015, facing with the
pressure on insufficient, demand exceeding supply, and rising housing prices. On the other hand, some second-tier cities and most of
the third-tier and four-tier cities still have a big pressure on de-stocking, and the market competition will become more intense.
(II) The company's development strategy and business plan
In the de-stocking background of current real estate market, the company will use its own advantages and rely on a variety of
advantageous resources to increase the real estate sales, endeavor to reduce the stocked real estate projects, rapidly recoup funds,
reduce the company’s financial costs, and achieve the company's long-term sustainable development. Meanwhile, the company will
use its own advantages and rely on the large shareholder resources to develop new profit growth point and accelerate the company's
strategic transformation.
(III) Possible risks
1. Policy risk.
The real estate industry is affected by the macro policy, land policy, real estate tax policy, financial policy for the real estate industry
will have a direct impact on the real estate business. The company will pay close attention to the macro situation, strengthen the
research and tracking policy, rational analysis of the market, to adapt to changes in market adjustment, and to improve the company's
ability to resist risks.
2. Market risk.
In the background of economic slowdown, the real estate market differentiation is obvious, market competition grows increasingly
fierce, and pressure of destocking is greater. The company will increase marketing efforts with rapid withdrawal from circulation of
funds. At the same time, accelerate the strategic transformation of the company, open up new profit growth point, and enhance the
overall competitiveness of the company.
X. Reception of research, communication and interview
1. In the report period, reception of research, communication and interview
√Applicable □ Not applicable
Time Way Type Basic situation index of investigation
22
承德南江股份有限公司 2015 年年度报告全文
Daily operation of the Company, no
2015-01-27 Telephone communication Individual
materials required
Current condition of the Company, no
2015-03-10 Telephone communication Individual
materials required
Progress of the suspension of the
2015-03-25 Telephone communication Individual
Company, no materials required
Progress of the suspension of the
2015-06-05 Telephone communication Individual
Company, no materials required
Progress of the suspension of the
2015-07-23 Telephone communication Individual
Company, no materials required
Current condition of the Company, no
2015-09-17 Telephone communication Individual
materials required
Daily operation of the Company, no
2015-11-11 Telephone communication Individual
materials required
Progress of the suspension of the
2015-12-07 Telephone communication Individual
Company, no materials required
Reception (times) 8
Number of hospitality 0
Number of individual reception 8
Number of other reception 0
Disclosed, released or let out major undisclosed
No
information
23
承德南江股份有限公司 2015 年年度报告全文
Section V. Iimportant Events
I. Profit distribution plan of common stock and capitalizing of common reserves plan
Formulation, Implementation and Adjustment of common stock Profit Distribution Policy Especially Cash Dividend policy during
the Reporting Period
□Applicable √Not applicable
Profit distribution plan (pre-plan) of common stock and capitalizing of common reserves plan (pre-plan) in latest three years
(including the reporting period)
In latest three years, net profit of the Company after making up the annual losses of previous years, retained profit at end of the
Period still negative, being deliberated and approved by the Board and General Meeting, the Company has no profit distributed
carried out. The Company has no plan of cash dividend distributed, bonus shares and capitalizing from common shares conducted
either for year of 2015.
Cash dividend of common stock in latest three years (including the reporting period)
In RMB
Net profit Ratio in net profit
attributable to attributable to
common stock common stock
Year for bonus Amount for cash shareholders of shareholders of Amount for cash Proportion for cash
shares bonus (tax included) listed company in listed company bonus by other ways bonus by other ways
consolidation contained in
statement for bonus consolidation
year statement
2015 0.00 58,872,707.12 0.00% 0.00 0.00%
2014 0.00 80,280,395.81 0.00% 0.00 0.00%
2013 0.00 94,806,811.16 0.00% 0.00 0.00%
The Company gains profits in reporting period and the retained profit of common stock shareholders provided by parent company is
positive but no plan of cash dividend proposed of common stock
□ Applicable √ Not applicable
II. Profit distribution plan and capitalizing of common reserves plan for the Period
□ Applicable √ Not applicable
The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either for
the year
III. Implementation of commitment
1. 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
24
承德南江股份有限公司 2015 年年度报告全文
the end of reporting period
√Applicable □ Not applicable
Type of
Commitm Commitmen
Commitments Promise commitment Content of commitments Implementation
ent date t term
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 in Controllin horizontal
Chengde Dalu Co., Ltd still has the ability of Duration of
report of g competition, 2012-04-2
independent operation and owes independent the Implementing
acquisition or shareholde related 4
legal person, and continues to owes the Company
equity change r 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
The performance compensation commitment:
under the name
net profit (deducting non-recurring gains and
Performance of Runhua RW
losses) for 2012, 2013, 2014 and 2015 for
commitment (Tianjin)
Controllin Runhua RW (Tianjin) International Trade Co.,
Commitments in and International
g Ltd. Respectively can’t be less than 306,300 2013-04-1
assets compensatio 2012-2015 Trade Co., Ltd.
shareholde Yuan, 904,000 Yuan, 1,500,000 Yuan and 0
reorganization n was -9.2722
r 3,400,000 yean. If the actual net profit is less
arrangement million Yuan,
than the promised, the controlling
s which is short
shareholders shall perform the obligations of
of the
profit compensation accordingly.
commitment of
performance
for year of
25
承德南江股份有限公司 2015 年年度报告全文
2015. the
Company will
supervise and
urge the
controlling
shareholder to
implement
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
2. Concerning assts or project of the Company, which has profit forecast, and reporting period still in
forecasting period, explain reasons of reaching the original profit forecast
□ Applicable √ Not applicable
IV. Non-operational fund occupation from controlling shareholders and its related party
□ Applicable √ Not applicable
No non-operational fund occupation from controlling shareholders and its related party in period.
V. Explanation from Board of Directors, Supervisory Committee and Independent Directors
(if applicable) for “Qualified Opinion” that issued by CPA
□ Applicable √ Not applicable
VI. Particulars about the changes in aspect of accounting policy, estimates and calculation
method compared with the financial report of last year
□ Applicable √ Not applicable
No particulars about the changes in aspect of accounting policy, estimates or calculation method in Period.
26
承德南江股份有限公司 2015 年年度报告全文
VII. Major accounting errors within reporting period that needs retrospective restatement
□ Applicable √ Not applicable
No major accounting errors within reporting period that needs retrospective restatement for the Company in the period.
VIII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
√Applicable □ Not applicable
1. On September 25, 2015, the third meeting of the company’s sixth board of directors considered and approved the company and
EMAST to jointly invest 100 million yuan to establish Hangzhou Dongfeng Stealth Technology Co., Ltd., of which the company
invested 90 million yuan, accounting for 90% of the total amount of contribution, after the establishment, Hangzhou Dongfeng
Stealth would become a subsidiary of the company and be included into the company's consolidated financial statements.
2. On October 27, 2015, the fourth meeting of the company’s sixth board of directors considered and approved the “Proposal on
dissolution and liquidation of a wholly owned subsidiary Chengde Xingye Papermaking Co., Ltd.” for its dissolution and liquidation
according to the law because it had discontinued operation for many years. Up to the ends of the reporting period, the company has
completed the liquidation of Xingye Papermaking which would no longer be included in the company’s consolidated statements.
Name Equity disposal Equity disposal Net asset disposal date Net profit for the period-begin
method time net assets (Yuan) to the disposal date (Yuan)
Chengde Xingye Papermaking Cancellation December 2015 -1591.80 0
Co., Ltd.
IX. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm Dahua Certified Public Accountants (Limited Liability Partnership)
Remuneration for domestic accounting firm (10
50
thousand Yuan)
Continuous life of auditing service for domestic
4
accounting firm
Name of domestic CPA Fan Rong, Han Junmin
Name of foreign accounting firm (if applicable) N/A
Continuous life of auditing service for foreign
N/A
accounting firm (if applicable)
Name of foreign CPA (if applicable) N/A
Whether re-appointed accounting firms in this period or not
□Yes √No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√Applicable □Not applicable
The Company engaged Dahua CPA (LLP) as the internal control auditing organ in the Year; the auditing costs paid amounting to
250,000 Yuan in reporting period.
27
承德南江股份有限公司 2015 年年度报告全文
X. Particular about suspended and delisting after annual report disclosed
□ Applicable √ Not applicable
XI. Bankruptcy reorganization
□ Applicable √ Not applicable
No bankruptcy reorganization for the Company in reporting period
XII. Significant lawsuits and arbitrations of the Company
□Applicable √Not applicable
No significant lawsuits and arbitrations occurred in the reporting period
XIII. Penalty and rectification
□Applicable √Not applicable
Type of
Conclusion (if Index of
Name Type Reasons investigation and Disclosure date
applicable) disclosure
penalty
Find more in
Give a warning to Hong Kong
Chengde Dalu Commercial
Violation of Violation of
Original Chengde Co., Ltd. and Daily, Securities
Company securities laws securities laws 2015-06-02
Dalu Co., Ltd. impose a fine of Times, Juchao
and regulations and regulations
300 thousand Website on June
yuan. 12, 2015
XIV. Integrity of the company and its controlling shareholders and actual controllers
□ Applicable √ Not applicable
XV. Implementation of the company’s stock incentive plan, employee stock ownership plan or
other employee incentives
□ Applicable √ Not applicable
During the reporting period, the company has no stock incentive plan, employee stock ownership plan or other employee incentives
that have not been implemented.
XVI. Major related transaction
1. Related transaction with routine operation concerned
√Applicable □Not applicable
28
承德南江股份有限公司 2015 年年度报告全文
Whethe
Trading r over
Related Availabl
Clearin
Content transacti Proporti limit the Index
Type of g form e Date of
of Pricing Related on on in approve approve of
Related Relation related for
related principl transacti amount similar similar disclosu
party ship transacti related
transacti e on price (in 10 transacti d (in 10 d disclos
on transacti market re
on thousan ons thousan limited ure
on
d Yuan) price
d Yuan) or not
(Y/N)
Details
were
disclose
d on
"Hong
Kong
Purchas
Comme
e of the
Hao rcial
Related Daily compan Fair Cash RMB
Guangxin Market 2015-06 Daily",
natural operatio y's market 104.73 100% 104.73 N settleme 1,207,3
, Sun price -12 "Securit
persons n commer pricing nt 00
Dasen ies
cial
Times"
housing
and
Juchao
networ
k on 12
June
2015.
Total -- -- 104.73 -- 104.73 -- -- -- -- --
Detail of sales return with major
N/A
amount involved
Report the actual implementation of
the daily related transactions which
were projected about their total N/A
amount by types during the reporting
period(if applicable)
Reasons for major differences The price of this related transaction is decided by the market price of real estate, as the
between trading price and market company’s employee and family member of employee, Mr. Hao Guangxin and Mr. Sun
reference price Dawei would enjoy the company’s preferential policy of reducing 80,000 yuan at one time.
2. Related transactions by assets acquisition and sold
□ Applicable √ Not applicable
No related transactions by assets acquisition and sold for the Company in reporting period
3. Main related transactions of mutual investment outside
□ Applicable √ Not applicable
29
承德南江股份有限公司 2015 年年度报告全文
The Net assets of the
The main The total assets Net profit of the
Name of the registered invested
The common Related business of the of the invested invested
invested capital of the enterprises (in
invest party relation invested enterprise (in 10 enterprises (in 10
enterprise invested 10 thousand
enterprise thousand yuan) thousand yuan)
enterprise yuan)
Technology
development
and application
of super
materials and
stealth
technology,
development of
Eagles Men new materials
Hangzhou
Aeronautic and
Dongfeng
Science and Related legal applications, 100 million
Stealth 5,007.82 4,999.82 -0.18
Technology person technical yuan
Technology
Group Co., services,
Co. Ltd.
Ltd. electronic
products
development,
sales, technical
services,
software
development,
technical
services.
The progress of major
construction projects of
N/A
invested enterprises (if
applicable)
4. Contact of related credit and debt
□ Applicable √ Not applicable
The Company had no contact of related credit and debt in the reporting period.
5. Other related transactions
□ Applicable √ Not applicable
The company had no other significant related transactions in reporting period.
30
承德南江股份有限公司 2015 年年度报告全文
XVII. Significant contract and implementations
1. Trusteeship, contract and leasing
(1) Trusteeship
□ Applicable √ Not applicable
No trusteeship for the Company in reporting period
(2) Contract
□ Applicable √ Not applicable
No contract for the Company in reporting period
(3) Leasing
□ Applicable √ Not applicable
No leasing for the Company in reporting period
2. Major guarantees
□ Applicable √ Not applicable
No guarantee for the Company in reporting period
3. Entrust others to cash asset management
(1) Trust financing
□ Applicable √ Not applicable
The company had no trust financing in the reporting period.
(2) Entrusted loans
□ Applicable √ Not applicable
The company had no entrusted loans in the reporting period.
4. Other material contracts
□ Applicable √ Not applicable
No other material contracts for the Company in reporting period
XVIII. Explanation on other significant events
√Applicable □Not applicable
During the reporting period, the company’s stock has been suspended since the opening date on January 23, 2015 for planning to
solve the historical issues of B shares. The above-mentioned issue is still under way, and the company releases the suspension
progress announcement about the major issues for every five trading days.
XIX. Significant event of subsidiary of the Company
□ Applicable √ Not applicable
31
承德南江股份有限公司 2015 年年度报告全文
XX. Social responsibility
□ Applicable √ Not applicable
XXI. Issuance of corporate bonds
Whether the company has corporate bonds that have been publicly issued and listed on the stock exchange, and not yet due or due but
not fully cashed on the approval date of annual report
No
32
承德南江股份有限公司 2015 年年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in Share Capital
1. Changes in Share Capital
In Share
Before the Change Increase/Decrease in the Change (+, -) After the Change
Capitaliza
New
Bonus tion of Proportio
Amount Proportion shares Others Subtotal Amount
shares public n
issued
reserve
244,800,0 244,800,0
I. Unlisted shares 34.66% 34.66%
00 00
244,800,0 244,800,0
1. Sponsor’s shares 34.66% 34.66%
00 00
Domestic legal 23,147,30 23,147,30
3.28% 3.28%
person’s shares 9 9
221,652,6 221,652,6
Other 31.38% 31.38%
91 91
461,520,0 461,520,0
II. Listed shares 65.34% 65.34%
00 00
2. Domestically listed 461,520,0 461,520,0
65.34% 65.34%
foreign shares 00 00
706,320,0 706,320,0
III. Total shares 100.00% 100.00%
00 00
Reasons for share changed
□ Applicable √ Not applicable
Approval of share changed
□ Applicable √ Not applicable
Ownership transfer of share changed
□ Applicable √ Not applicable
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common
shareholders of Company in latest year and period
□ Applicable √ Not applicable
Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators
□ Applicable √ Not applicable
2. Changes of restricted shares
□ Applicable √ Not applicable
33
承德南江股份有限公司 2015 年年度报告全文
II. Securities issuance and listing
1. Security offering (without preferred stock) in Reporting Period
□ Applicable √ Not applicable
2. Changes of total shares and shareholders structure as well as explanation on changes of assets and
liability structure
□ Applicable √ Not applicable
3. Existing internal staff shares
□ Applicable √ Not applicable
III. Particulars about shareholder and actual controller of the Company
1. Amount of shareholders of the Company and particulars about shares holding
In Share
Total preference
Total preference shareholders
Total common shareholders with voting
Total common
stock with voting rights recovered
stock
shareholders at rights recovered at end of last
shareholders in 19,555 19,555 0 0
end of last month at end of month before
reporting
before annual reporting period annual report
period-end
report disclosed (if applicable) disclosed (if
(found in note8) applicable)
(found in note8)
Particulars about shares held above 5% by shareholders or top ten shareholders
Total Number of share pledged/frozen
Amount
sharehol Amount
Proportio Changes of
Full name of Nature of n of ders at of listed
in report un-listed
Shareholders shareholder shares the end shares State of share Amount
held period shares
of report held
held
period
Domestic nature 208,324, 208,324,
Wang Dong 29.49% 0 0 frozen 208,324,800
person 800 800
Everbright
Overseas legal 93,833,0 93,833,09
Securities (H.K.) 13.28% 422,900 0
person 93 3
Co., Ltd.
GUOTAI JUNAN
Overseas legal 48,524,0 48,524,06
SECURITIES(H 6.87% -40,000 0
person 62 2
ONGKONG)
34
承德南江股份有限公司 2015 年年度报告全文
LIMITED
Chengde North Domestic
18,517,6 18,517,6
Industrial non-state owned 2.62% 0 0
51 51
Corporation legal person
Domestic nature 13,327,8 13,327,8
Wang Zhengsong 1.89% 0 0
person 91 91
Domestic nature 7,258,00
Wang Wensheng 1.03% 0 0 7,258,007
person 7
Domestic nature 6,708,49
Zhou Haihong 0.95% 0 0 6,708,495
person 5
Domestic nature 5,158,00
Li Tianyun 0.73% 0 0 5,158,000
person 0
Shanghai Wanguo Overseas legal 4,995,92
0.71% 0 0 4,995,920
(H.K) Securities person 0
Domestic nature 4,023,25
Chen Yan 0.57% 0 0 4,023,256
person 6
Strategy investors or general legal
person becomes top 10 shareholders
N/A
due to rights issued (if applicable)
(see note 3)
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.
Particular about top ten circulated shareholders
Type of shares
Shareholders’ name Amount of listed shares held at period-end
Type Amount
Domestically
Everbright Securities (H.K.) Co.,
93,833,093 listed foreign 93,833,093
Ltd.
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
Li Tianyun 5,158,000 Domestically 5,158,000
35
承德南江股份有限公司 2015 年年度报告全文
listed foreign
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 Domestically
INTERNATIONAL STOCK INDEX 3,182,875 listed foreign 3,182,875
FUND shares
Domestically
Peng Wei 2,978,525 listed foreign 2,978,525
shares
Expiation on associated relationship
or consistent actors within the top 10 The Company is unknown whether there exists associated relationship or belongs to
un-restrict shareholders and between consistent actor regulated by “management method for acquisition of listed company” among
top 10 un-restrict shareholders and the above said shareholders.
top 10 shareholders
Explanation on shareholders
involving margin business about top
ten common shareholders with N/A
un-restrict shares held (if applicable)
(see Note 4)
Whether top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held have a buy-back
agreement dealing in reporting period
□ Yes √ No
The top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held of the Company have no
buy-back agreement dealing in reporting period.
2. Controlling shareholder of the Company
Nature of controlling shareholders: natural person holding
Type of controlling shareholders: natural person
Enjoy the residence power in the other country or area
Controlling shareholder Nationality
(Y/N)
Wang Dong P.R.C N
Main occupation or position Successively hold the position of Chairman and Director of Guangzhou Lezent
36
承德南江股份有限公司 2015 年年度报告全文
Communications Technology Co., ltd. from September 2009 to January 2012;
serves as Director of NANJIANG DIAMOND CO., LIMITED since February 2012,
an director of Nanjiang Investment Co., Ltd. (H.K company) and executive director
of Shanghai Nanjian Investment Co., Ltd.; an executive director of Beijing Nanjiang
Investment Co.,, Ltd since March 2012; an executive director of Chengdu Nanjiang
Engineering Technology Co., Ltd. since April 2012; served as chairman of Ningbo
Morsh Technology Co., Ltd. from May 2012 to April 2013; executive director of
Chongqing Nanjiang Investment Co., Ltd. since March 2013 and chairman of
Beijing Moxi Group Holding Group Co., Ltd. since May 2013.
Changes of controlling shareholders in reporting period
□ Applicable √ Not applicable
The Company had no changes of controlling shareholders in reporting period
3. Actual controller of the Company
Nature of actual controller: domestic natural person
Type of actual controller: natural person
Enjoy the residence power in the other country or area
Actual controller Nationality
(Y/N)
Wang Dong P.R.C N
Successively hold the position of Chairman and Director of Guangzhou Lezent
Communications Technology Co., ltd. from September 2009 to January 2012; serves
as Director of NANJIANG DIAMOND CO., LIMITED since February 2012, an
director of Nanjiang Investment Co., Ltd. (H.K company) and executive director of
Shanghai Nanjian Investment Co., Ltd.; an executive director of Beijing Nanjiang
Main occupation or position
Investment Co.,, Ltd since March 2012; an executive director of Chengdu Nanjiang
Engineering Technology Co., Ltd. since April 2012; served as chairman of Ningbo
Morsh Technology Co., Ltd. from May 2012 to April 2013; executive director of
Chongqing Nanjiang Investment Co., Ltd. since March 2013 and chairman of Beijing
Moxi Group Holding Group Co., Ltd. since May 2013.
Listed companies in and out of China that
N/A
controlled in last 10 years
Changes of actual controller in reporting period
□ Applicable √ Not applicable
No changes of actual controllers for the Company in reporting period.
Property right and controlling relationship between the actual controller and the Company is as follow:
37
承德南江股份有限公司 2015 年年度报告全文
Wang Dong
29.49%
CHENGDE NANJIANG CO., LTD.
Actual controller controlling the Company by entrust or other assets management
□ Applicable √ Not applicable
4. Particulars about other legal person shareholders with over 10% shares held
□ Applicable √ Not applicable
5. Limitation and reducing the holdings of shares of controlling shareholders, actual controllers,
restructuring side and other commitment subjects
□ Applicable √ Not applicable
38
承德南江股份有限公司 2015 年年度报告全文
Section VII. Preferred Stock
□ Applicable √ Not applicable
The Company had no preferred stock in the Period.
39
承德南江股份有限公司 2015 年年度报告全文
Section VIII. Particulars about Directors, Supervisors, Senior
Executives and Employees
I. Changes of shares held by directors, supervisors and senior executives
Amount Amount
Shares Shares
of shares of shares
Start held at Other held at
Working End date increased decreased
dated of
Title Sex Age of office period-be changes period-en
Name status office in this in this
term
term gin (share) d
period period
(Share) (Share)
(Share) (Share)
Zhao
Currently 2015-06- 2018-06-
Yongshen Chairman M 39 0 0 0 0
in office 11 10
g
Zhao
Director& Leave 2012-04- 2015-06-
Yongshen M 39 0 0 0 0
GM office 27 10
g
Zhao
Currently 2013-07- 2018-06-
Yongshen CFO M 39 0 0 0 0
in office 25 10
g
Li Leave 2012-12- 2015-06-
Chairman M 53 0 0 0 0
Weimin office 28 10
Li Deputy Currently 2015-06- 2018-06-
M 53 0 0 0 0
Weimin chairman in office 11 10
Shen Director& Currently 2015-06- 2018-06-
M 52 0 0 0 0
Linxiang GM in office 11 12
Cheng Leave 2012-04- 2016-04-
Director M 47 0 0 0 0
Ducai office 27 25
Wang Leave 2012-07- 2016-04- 208,324,8 208,324,8
Director M 43 0 0
Dong office 31 25 00 00
Chen Currently 2012-07- 2018-06-
Director M 41 0 0 0 0
Weihuan in office 31 10
Independ
Guo Currently 2012-07- 2018-06-
ent M 45 0 0 0 0
Huibin in office 31 10
director
Zhang Independ Currently 2012-07- 2018-06-
M 62 0 0 0 0
Zhiyong ent in office 31 10
40
承德南江股份有限公司 2015 年年度报告全文
director
Independ
Cao Currently 2012-04- 2018-06-
ent M 49 0 0 0 0
Guohua in office 27 10
director
Chairman
of
Superviso Currently 2012-04- 2018-06-
Xie Yu M 42 0 0 0 0
ry in office 27 10
Committe
e
Superviso Currently 2012-04- 2018-06-
Wei Lei F 38 0 0 0 0
r in office 27 10
Employee
Hao Currently 2012-04- 2018-06-
superviso M 40 5,900 0 0 5,900
Guangxin in office 27 10
r
Sun Deputy Currently 2015-06- 2018-06-
M 52 0 0 0 0
Hongwei GM in office 11 10
Sun GM Leave 2013-10- 2015-06-
M 52 0 0 0 0
Hongwei assistant office 11 10
Secretary
Li Currently 2014-07- 2018-06-
of the F 31 0 0 0 0
Wenying in office 04 10
Board
Wang Deputy Leave 2013-10- 2015-06-
M 59 0 0 0 0
Xiashu GM office 11 10
208,330,7 208,330,7
Total -- -- -- -- -- -- 0 0
00 00
II. Changes of directors, supervisors and senior executives
Name Title Type Date Reasons
Appointed and
Zhao Yongsheng Chairman 2015-06-11 General election
removed
Appointed and
Li Weimin Deputy chairman 2015-06-11 General election
removed
Appointed and
Shen Linxiang Director 2015-06-11 General election
removed
Appointed and
Shen Lin xiang GM 2015-06-11 Appointment of senior executives
removed
Appointed and
Sun Hongwei Deputy GM 2015-06-11 Position change
removed
41
承德南江股份有限公司 2015 年年度报告全文
Appointed and
Zhao Yongsheng GM 2015-06-11 Position change
removed
Appointed and
Li Weimin Chairman 2015-06-11 General election
removed
Appointed and
Sun Hongwei GM assistant 2015-06-11 Position change
removed
Term of office ha
Wang Xiashu Deputy GM s run out and 2015-06-11 Term of office has run out and leave the office
leave the office
Wang Dong Director Leave office 2016-04-26 Leave office
Cheng Ducai Director Leave office 2016-04-26 Leave office
III. Post-holding
Professional background, major working experience and present main responsibilities in Company of directors, supervisors and
senior executive
Zhao Yongsheng, male, born in January 1977, he owes a university degree. He served as GM for WholeWise Sci.& Tech. Co., Ltd
and Netcom division from 1999 to 2006; and served as GM of Shenzhen XinJinDa Investment Co., Ltd. from 2006 to 2012. He
serves as director, GM of the Company from 2012 to June 2015; and served as chairman and CFO of the Company since June 2015.
Li Weimin: male, born in 1963 and has a graduate diploma. He worked in 1 st section of Ministry of Metallurgical Industry and
Zhongjian Law Practice Center; he works in China Kejian Co., Ltd. since October 2001 to May 2014; hold secretary of the Board for
China Kejian Co., Ltd. since April 2003 to July 2013; hold director for China Kejian Co., Ltd. since April 2003 to May 2014; and he
successively serves as Director, chairman and deputy chairman of the Company since July 2012, he is the deputy chairman of the
Company right now.
Shen Lin Xiang, male, born in November 1964, bachelor's degree, member of Communist Party of China. Served as director in
planning center of CPPCC of Zhejiang Province, director in bond department of Wanxiang Qianchao Co., Ltd. of Wanxiang Group,
office director of Wanxiang Nade Co., Ltd. of Wanxiang Group, office director of Zhejiang Guanglian Information Network Co., Ltd.
of Zhejiang Radio & TV Group, general manager of Zhejiang Merchants Network Alliance Information Development Co., Ltd.,
president of Zhongmeng Investment Management Co., Ltd., and secretary-general of enterprise alliance non-profit foundation in
China Green Foundation; serves as the director and general manager of the Company since June 2015.
Chen Weihuan, male, born in December 1975, an accountant with university degree. He successively served as manager of financial
dept. of WholeWise Sci.& Tech. Co., Ltd, as CFO of China Kejian Co., ltd., CFO of the Shanghai Nanjiang Group Co.,Ltd., deputy
GM of Shenzhen DongFeng Group Co., Ltd., Director of the Beijing Moxi Group Co., Ltd. Now he is the Director of the Company.
Cao Guohua, male, born in 1967, PhD in Management, professor and tutor of a Ph.D student for School of Economics and Business
Administration, Chongqing University. He was selected as the elite talent of new century of Ministry of Education in 2007. He
successively served as independent directors of Guizhou Lark Co., ltd. and Balance Auto Insurance Co., Ltd. Serves as independent
director of the Chongqing Yukaifa Co., Ltd. since August 2012; the outside director of Chongqing Tourism Investment Group Co.,
Ltd. since June 2014 and independent director of Chongqing Rural Commercial Bank Co., Ltd. He served as the independent director
42
承德南江股份有限公司 2015 年年度报告全文
of Chongqing Jianfeng Chemical Co., Ltd. since January 2015. Now he is the independent director of the Company.
Guo Huibin, male, born in September 1971,an accountant, master of economics. He served as financial analyst of financial dept. of
China Railway Signal & Communication Corp. from April 1996 to March 1997; worked in management dept. of branch of Lenovo
from March 1997 to February 1999; worked as GM of Kunming Branch from March 1999 to February 2001; from March 2001 to
September 2004 he worked as deputy GM of business management dept. of Digital China Integrated System; from June 2005 to
September 2007 he served s GM for Beijing XinNuo Zhiye Technology Development Co., Ltd.; he served as GM of Beijing Fangbo
Shidai Technology Co., Ltd. from October 2007 to March 2011 and served as Chairman of Tianjin One-Selected Equity Fund
Management Co., Ltd. from March 2011 to July 2012; and served as the independent director of Beijing constable instrument
technology Co., Ltd. since December 2015. Now he is the independent director of the Company.
Zhang Zhiyong, male, born in November 1954 and on-job postgraduates, a chief editor (deputy senior). He dedicated to news for
almost thirty years, and he successively served as the director of People’s Broadcasting Station of Baicheng City, Jilin Province, the
director of Baicheng Daily; director of editorial board for Shenzhen Financial Post; he serves as director, member of editorial board
and deputy President of Securities Times since February 1994; also he took post of independent director of China Kejian Co., ltd.
since May 2010 to June 2014, serves as independent director of the Shenzhen Agricultural Products Co., Ltd. since March 2015 and
independent director of Guangdong Silver Age Holdings LTD. since July 2014. now he is independent director of the Company.
Xie Yu, male, born in 1974, graduated from Chongqing University; from September 1998 to May 2000 he served as engineers for
Chongqing Branch of China Unicom; from May 2000 to January 2003 he served as Manager of WholeWise Sci.& Tech. Co., Ltd;
served as deputy GM of Beijing Times WholeWise Software Tech. Co., Ltd. from January 2003 to September 2004; from September
2004 to September 2007 he served as GM for Beijing Tibet Beidou Star Group Co., Ltd; he successively serves as GM assistant ,
director and deputy president of Sichuan Direction Photoelectricity Co., Ltd. since September 2007 to March 2012; deputy GM of
Beijing Nanjiang Inevstment Co., Ltd. from March 2012 to September 2014, and serves as GM of Hangzhou NanjianG Robot Co.,
Ltd since September 2014, now he is the chairman of supervisory committee of the Company.
Wei Lei, female, born in 1978, the junior college educational background; from July 1997 to December 2008 she worked as
accountant for Xinzhi Technology Co., Ltd. and act as financial manager of Shenzhen Branch of Xinzhi Technology Co., Ltd.; she
serves as accountant of Shenzhen Xinjinda Investment Holding Co., Ltd. since January 2009, now she is the supervisor of the
Company.
Hao Guangxin, male, born in 1976, graduated from technical secondary school; he worked in former Dixian Co., ltd in 1996; and he
successively act as director of Making Factory, officer and director of comprehensive business division and office director of
Chengde Dalu Co., Ltd.; now he serves as employee supervisor of the Company.
Sun Hongwei, male, born in 1964, a high school background, worked in Chengde Dixian Knitting Co., Ltd. in 1986, and successively
served as chief of electrial and mechanical department of Dye Plant, GM of infrasturcture division for electromechanical device,
person in charge of the preparatory office of Xingye Paper Making, manager of Xingye Paper Making Company and manager of
engineering department of Chengde Nanjiang Co., Ltd. He served as GM assistant of the Company from October 2013 to June 2015;
and served as the deputy GM of the Company since June 2015.
Li Wenying, female, was born in 1985, a university degree. She served as planning specialist and system support administrator of the
Joyoung Co., Ltd. from July 2008 to October 2010; and worked in security department of Chengde Nanjiang Co., Ltd. in November
2010; she serves as GM of the security department of Chengde Nanjiang Co., Ltd. since April 2012; and serves as Secretary of the
43
承德南江股份有限公司 2015 年年度报告全文
Board of the Company since July 2014.
Post-holding in shareholder’s unit
√Applicable □ Not applicable
Post-holding in other unit
√Applicable □ Not applicable
Received
Position in Start dated of End date of office remuneration
Name Name of other units
other unit n office term term from other unit
(Y/N)
Wei Lei Shenzhen XinJinDa Investment Co., Ltd Accountant 2009-01-15 Y
Xie Yu Hangzhou Nanjiang Robot Co., Ltd. GM 2014-09-30 Y
Chen Weihuan Shenzhen DongFeng Group Co., Ltd. CFO 2011-04-19 N
Chen Weihuan Beijing Moxi Group Co., Ltd Director 2013-05-06 N
Dongguan Dongfeng New energy
Chen Weihuan Chairman 2015-11-13 N
technology Co., Ltd.
Li Weimin Shenzhen DongFeng Group Co., Ltd. Deputy GM 2011-04-19 N
Explanation on
The above mentioned was the post-holding conditions for director, supervisor and senior executives of the
post-holding in
Company; post-holding of independent directors found more in individual CV.
other unit
Punishment of securities regulatory authority in recent three years to the company’s current and outgoing directors, supervisors and
senior management during the reporting period
□ Applicable √ Not applicable
IV. Remuneration for directors, supervisors and senior executives
Decision-making procedures, recognition basis and payment for directors, supervisors and senior executives
Decision-making procedures: remuneration & appraisal committee proposed remuneration plan, and being approved after
deliberation by the Board, submitted for approval to shareholders’ general meeting.
Recognition basis: based on the industry and scales of the remuneration standards, formulate remuneration combine with actual
operation status of the Company.
Payment: distribute monthly according to remuneration plan
In reporting period, the in-post directors, supervisors and senior executives (not including independent directors) received
remuneration from the Company totally approximately as RMB 1,906,200.
Remuneration for directors, supervisors and senior executives in reporting period
In 10 thousand Yuan
Total Whether
Post-holding
Name Title Sex Age remuneration remuneration
status
obtained from the obtained from
44
承德南江股份有限公司 2015 年年度报告全文
Company (before related party of
taxes) the Company
Currently in
Zhao Yongsheng Chairman& CFO M 39 27.2 N
office
Currently in
Li Weimin Deputy Chairman M 53 11.69 N
office
Currently in
Shen Linxiang GM M 52 18.51 N
office
Currently in
Wang Dong Director M 43 11.69 N
office
Currently in
Chen Weihuan Director M 41 11.69 N
office
Currently in
Cheng Ducai Director M 47 17.69 N
office
Independent Currently in
Guo Huibin M 44 11.69 N
director office
Independent Currently in
Zhang Zhiyong M 62 11.14 N
director office
Independent Currently in
Cao Guohua M 49 11.69 N
director office
Chairman of
Currently in
Xie Yu supervisory M 42 0N
office
committee
Currently in
Wei Lei Supervisor F 38 0N
office
Employee Currently in
Hao Guangxin M 40 13.71 N
supervisor office
Currently in
Sun Hongwei Deputy GM M 52 13.71 N
office
Secretary of the Currently in
Li Wenying F 31 13.71 N
Board office
Wang Xiashu Deputy GM M 59 Leave office 16.5 N
Total -- -- -- -- 190.62 --
Delegated equity incentive for directors, supervisors and senior executives in reporting period
□ Applicable √ Not applicable
45
承德南江股份有限公司 2015 年年度报告全文
V. Particulars of workforce
1. Number of Employees, Professional composition, Education background
Employee in-post of the parent Company (people) 65
Employee in-post of main Subsidiaries (people) 92
The total number of current employees (people) 157
The total number of current employees to receive pay (people) 157
Retired employee’ s expenses borne by the parent Company and
0
main Subsidiaries (people)
Professional composition
Category of professional composition Numbers of professional composition (people)
Production personnel 52
Sales personnel 12
Technical personnel 26
Financial personnel 13
Administrative personnel 54
Total 157
Education background
Category of education background Numbers (people)
Doctor 1
Master 6
Bachelor degree 27
College 32
High school or below 91
Total 157
2. Remuneration Policy
In accordance with national labor laws and policies and combining the company’s actual situation, the company has established the
salary management system, and pays the salary according to the assessment of salary management system. The employees’
remuneration and benefit level are adjusted appropriately according to the company's operating conditions, and the local living
standards, and the changes in the price index.
The company strictly obeys the "Labor Law" and the relevant national and local labor laws and regulations; signs labor contracts
with employees, and pays the employee insurances by rule.
3. Training programs
The company focuses on staff training and career planning, actively carries out staff training, and organizes various business skill
46
承德南江股份有限公司 2015 年年度报告全文
trainings from time to time.
4. Labor outsourcing
□ Applicable√ Not applicable
47
承德南江股份有限公司 2015 年年度报告全文
Section IX. Corporate Governance
I. Corporate governance of the Company
In reporting period, the Company complied to laws and rules such as the Company Law, the Security Law,
the Governance Rules of Listed Companies, related regulations of CSRC and the Stock Listing Rules for
Shenzhen Stock Exchange, the Normalized Operation Norms for Listed Companies as well as relevant laws
and regulations, standardized the operation, continues to improved and perfected the structure for corporate
governance. Actual condition of the corporate governance almost consistent with requirement and
regulations of normative documents of relevant laws and statute
1. Shareholders and the Shareholders’ General Meeting:
The Company set up Rules of Procedure of Shareholders’ General Meeting and was able to convene and hold the Shareholders’
General Meeting strictly according to the requirement of normative opinions of the Shareholders’ General Meeting and the procedure
of the meeting was legal. The Company ensures that all shareholders share the actual information of the Company equally and
guarantee the legal rights of medium and small shareholders.
2. Relation of the controlling shareholder and the listed company:
The Company is completely independent from the controlling shareholder in terms of personnel; assets, finance, organization and
business, there are no decision-making and operation activities of the Company that being interfered directly or indirectly by
controlling shareholder over the shareholders’ general meeting, and no condition of capital and assets of the Company occupied by
controlling shareholder and its related parties either.
3. Directors and the Board of Directors:
The Company elected directors strictly according to the procedure stated in the Articles of Association and engaged independent
directors according to relevant requirements. All directors can take the responsibilities in a diligent attitude on behalf of the
maximum interests of the Company and the shareholders. The Board of Directors established Rules of procedure of the Board of
Directors, implemented patiently the regulations of the laws, regulations and the Articles of Association of the Company, treated all
shareholders fairly and concentrated on the interest of relevant beneficial parties.
Specialized commissions were set up in the board of directors such as audit commission, remuneration and appraisal commission,
strategy commission and nomination commission. They respectively take over function of discussion and determination of significant
events according to corresponding working details.
4. Supervisors and the Supervisory Committee:
The population and constitution of the board of supervisors conform to requirements of the Articles of Association, including 1 staff
representative among the 3 members. The supervisors could carefully exert duties, take necessary check and supervision on finance,
directors, general managers and other senior managerial personnel, thus maintain lawful interests of the Company. The procedure of
assembling and holding of the board of supervisors conform to relevant rules of the Listing Rules, the Articles of Association and the
Parliamentary Procedures of the Board of Supervisor.
5. In aspect of relevant beneficial parties
The company fully respects and safeguards the legitimate rights and interests of stakeholders, achieves the coordination and balance
of the interests of shareholders, employees, and community, jointly promotes the sustainable and healthy development of the
company.
6. In aspect of information disclosure and transparency:
The Company authorized the secretary of the Board of Directors to be responsible for information disclosure, reception of the
48
承德南江股份有限公司 2015 年年度报告全文
shareholders’ interviewing and consultation. The Company could disclose relevant information in a true, accurate, complete and
timely manner strictly according to provisions of laws, regulations and the Articles of Association so as to ensure equal chances for
all shareholders to obtain information.
Is there any difference between the actual condition of corporate governance and relevant regulations about corporate governance for
listed company from CSRC?
□Yes √ No
There are no differences between the actual condition of corporate governance and relevant regulations about corporate governance
for listed company from CSRC.
Specific activity of the corporate governance as well as formulation and implementation of registration mechanism for insiders
In the reporting period, in strict accordance with relevant requirement and regulations of “Management System for Information
Disclosure” and “Management System of Information Registration for Person with Knowledge of Inside Information” that
formulated, the Company earnestly does a good job in registration management for information and information submit. Name lists
of the person with knowledge of inside information have been well-recorded completely before disclosed in aspect of reporting,
submit, preparation, approval and disclosure. No violation behavior been found in directors, supervisors and senior executives and
other persons with knowledge of inside information, and no supervision measures and administrative penalty been taken for being
suspected of inside trading by supervision departments either.
II. Independency of the Company relative to controlling shareholders’ in aspect of businesses,
personnel, assets, organization and finance
The company is completely independent from the controlling shareholder in terms of personnel, assets, finance, organization and
business for independent responsibility and risks undertake, owes an independent business and ability of self operation.
1. In aspect of personnel: The Company has an independent management of labor force, human resources and salary. Senior
executive of the Company did not take double position in the listed company and controlling shareholders and with no remuneration
received either.
2. In aspect of assets: the Company has clear property relations with its controlling shareholder, and assets of the Company are totally
independent of controlling shareholder. The Company holds completely control and disposition over the assets, there are no assets or
capital occupied by controlling shareholders with interest of the Company damaged.
3. In aspect of finance: The Company has independent financial department, whole, independent and normatively operated business
accounting system and financial administration system and independent bank account.
4. In aspect of organization independence: The Company’s organizations are wholly independent and the offices of the Company are
wholly separated from the controlling shareholder.
5. In aspect of business: The Company is independent from the controlling shareholder in terms of businesses and has independent
and whole business and operating ability.
III. Horizontal competition
□ Applicable √ Not applicable
IV. In the report period, the Company held annual shareholders’ general meeting and
extraordinary shareholders’ general meeting
1. Annual Shareholders’ General Meeting in the report period
Ratio of investor
Session of meeting Type Date Date of disclosure Index of disclosure
participation
Annual general Annual general Securities Times,
0.15% 2015-06-11 2015-06-12
meeting of 2014 meeting Hong Kong
49
承德南江股份有限公司 2015 年年度报告全文
Commercial Daily
and Juchao Website
http://www.cninfo.co
m.cn
Securities Times,
The first Hong Kong
extraordinary
extraordinary Commercial Daily
shareholders’ general 0.15% 2015-10-12 2015-10-13
shareholders’ general and Juchao Website
meeting
meeting 2015 http://www.cninfo.co
m.cn
2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□ Applicable √ Not applicable
V. Responsibility performance of independent directors
1. The attending of independent directors to Board meetings and general meeting
The attending of independent directors to Board Meeting
Times of Board
Absent the
meeting Times of Times of
Name of independent Times of Times of Meeting for the
supposed to attending by entrusted
director Presence Absence second time in a
attend in the communication presence
row (Y/N)
report period
Cao Guohua 6 1 5 0 0N
Guo Huibin 6 0 5 1 0N
Zhang Zhiyong 6 1 5 0 0N
Times for attending general meeting
2
from independent directors
Explanation of absent the Board Meeting for the second time in a row
Nil
2. Objection for relevant events from independent directors
Independent directors come up with objection about Company’s relevant matters
□Yes √No
Independent directors has no objections for relevant events in reporting period
3. Other explanation about responsibility performance of independent directors
The opinions from independent directors have been adopted
√ Yes □ No
Explanation on advice that accepted/not accepted from independent directors
According to the requirement of Company Law, Security Laws, Rules for Stock Listing, Article of Association and Working
Mechanism for Independent Directors, independent directors of the Company pay attention to operation of the Company, performing
50
承德南江股份有限公司 2015 年年度报告全文
vary responsibility of independent directors seriously; furthermore, they proactively investigate and studied operation status, business
development and financial status of the Company, strictly supervise standard operation of the Company. Concerning the engagement
of accounting firm, external guarantee, profit distribution plan and self-evaluation report of internal control, they carry out specific
explanation and independent opinions; and fulfill responsibility to propose scientific and reasonable opinions and recommendation
for operation and development of the Company base on their own professional knowledge, which protect all interest of the
shareholders for the Company. In the report period, independent directors have no objections on relevant issues of the Company.
VI. Duty performance of the special committees under the board during the reporting period
1. Responsibility performance of Auditing Committee
In the report period, auditing committee followed related regulation of Annual Report Work Regulations of Audit Committee,
seriously fulfilled their duties: examine accounting policy, financial system and financial status of eth Company for year of 2014 as
well as the improvement and implementation of internal control; auditing company’s periodic report and financial report; during the
preparation, they cooperated with auditing institution to ensure the reality, accuracy and completeness of periodic report, and
summary the annual work of auditing institution
2. Responsibility performance of Nomination Committee
In the reporting period, nomination committee in line with related regulation of CSRC and Shenzhen Stock Exchange,
conscientiously performed their duties, reviewed the appointment qualification and competency-based for the Board, supervisory
committee and senior executives: the person shall required relevant professional knowledge and ability of decision-making,
supervision and cooperation, and be qualified for relevant positions, the qualification meets regulations from the Company Law,
Governance Rules for Listed Companies and Article of Association.
3. Responsibility performance of Remuneration and Appraisal Committee
In reporting period, in strict accordance with “Working Rules of Remuneration and Appraisal Committee”, the committee earnestly
perform their duties, mainly in charge of the formulation of assessment standards for directors and senior executives, and carried out
evaluations; formulated and reviewed the remuneration policy and plan for directors and managers and directing the Board to
improve remuneration system of the Company.
4. Responsibility performance of Strategy Committee
In the reporting period, strategy committee in line with related regulation of CSRC and Shenzhen Stock Exchange, conscientiously
performed their duties, carried on research and proposed advice on the development strategy plans of the Company as well as the
major events that may impact on the Company’s development in the future; they broadly responsible for the strategic macro
management of the Company, strategy formulation, planning approval and supervision implementation, and study the annual strategy
development needs of the Company, development planning, strengthen scientific of decision-making, improved the decision-making
efficiency for major investment and decision-making quality, perfected the structure of corporate governance.
VII. Works from Supervisory Committee
The Company has risks in reporting period that found in supervisory activity from supervisory committee
□ Yes √ No
Supervisory committee has no objection about supervision events in reporting period
In 2015, all supervisor of the supervisory committee in a responsible manner for general meeting and whole shareholders,
conscientiously abide by the State Laws, regulations and Article of Association, diligent and responsible, forge ahead, giver full play
to the due role of supervisory committee in the Company.
(I) Meeting of the supervisory committee and resolutions in Period
Supervisory committee held 4 meetings in the Period with contents as:
1. On 27 April 2015, the 12th meeting of 5th session of supervisory committee was held on way of communication. Proposals below
are been deliberated and approved:
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承德南江股份有限公司 2015 年年度报告全文
(1) Deliberated and passed the “Working Report of Supervisory Committee for year of 2014”;
(2) Deliberated and passed the “Financial Report of 2014”;
(3) Deliberated and passed the “Annual Report of 2014 and Summary”
(4) Deliberated and passed the “General Election of the board of supervisors of the company”;
(5) Deliberated and passed the “Appraisal Report of Internal Control for year of 2014”
(6)Deliberated and passed the”1Q Report of 2015 and Summary”
(7) Deliberated and passed the “Changes in accounting policies”.
The resolution notice was released on Hong Kong Commercial Daily, Securities Times and Juchao Website
http://www.cninfo.com.cn dated 29 April 2015.
2. On 11 June 2015, the 1st meeting of 6th session of supervisory committee was held on way of communication.
Deliberated and approved the “Election of the Chairman of the 6th session of supervisory committee of the company”.
The resolution notice was released on Hong Kong Commercial Daily, Securities Times and Juchao Website
http://www.cninfo.com.cn dated 12 June 2015.
3. On 27 August 2015, the 2nd meeting of 6th session of supervisory committee was held on way of communication. Deliberated and
approved the “Semi-Annual Report of 2015 and Summary”. The resolution was submitted for a record in Shenzhen Stock Exchange
on 27 August 2015.
4. On 27 October 2015, the 3rd meeting of 6th session of supervisory committee was held on way of communication. Deliberated and
approved the “3Q Report of 2015 and Summary”. The resolution was submitted for a record in Shenzhen Stock Exchange on 27
October 2015.
(II) Independent opinion on relevant events of the Company for year of 2015
1. Independent opinion on operate according to law regulations
In accordance with relevant laws and regulations of the State, supervisory committee supervised the convening procedures of the
Board Meeting and resolutions, execution of general meeting’s resolution by the Board, duty performance of senior executives and
management system of the Company. They considered that as for the work for year of 2013, the Board carried out standard
operations in strict accordance with the Company Law, Securities Law, Listing Rules, Article of Association as well as other
regulations and mechanism, responsible and conscientious, making operation decisions scientifically and reasonably, further to
improved the internal management system and internal control mechanism, established a favorable IC mechanism; no interest of the
Company was violated and behavior against the laws, regulations, article of associations in way of duty performance from the
directors and managers been found.
2. Independent opinion on financial condition of the Company
Supervisory committee exercise carefully and diligent examination on the financial system and financial status of the Company, they
considered that real financial status and operation results of the Company have been reflected in the financial report of 2015.
3. Independent opinion on latest actual investment of raised fund
The Company has no fund raised in the reporting period.
4. Independent opinion on related transaction
Related transactions occurred in the Period:
(1) On June 11, 2015, the company’s related natural person Mr. Hao Guangxin and Mr. Sun Dasen purchased commodity houses in
Jiangnan﹒Huijing Tiandi developed by the company. The purchase of commodity houses of the company’s related natural person
from the company belongs to the related transactions generated from the company’s daily business activities. The related natural
person has not utilized their related relationships to seek illegitimate interests in the company’s related transactions. The
above-mentioned related transaction price is fair and will not affect the company's financial condition and operating performance.
There is no damage to the rights and interests of the company and its shareholders or causing loss of assets.
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承德南江股份有限公司 2015 年年度报告全文
(2) On September 25, 2015, the company and EMAST have jointly invested to establish Hangzhou Dongfeng Stealth Technology
Co., Ltd., and registered capital of 100 million yuan, of which the company has invested 90 million yuan, accounting for 90% of the
total amount of contribution, and EMAST has invested 10 million yuan, accounting for 10% of the total amount of contribution. The
associate directors Mr. Zhao Yongsheng and Mr. Shen Linxiang avoided the vote. The main purpose of this foreign investment and
related transaction is to cooperate with Professor Chen Hongsheng of Zhejiang University and implement research on Professor Chen
Hongsheng’s core metamaterials, stealth technology and applications, proceed with the productization and industrialization of core
technologies according to the needs of market and industry development, realize the combination involving production, teaching and
research in core metamaterials and stealth technology, and further lay the foundation for strategic transformation of the company.
This matter conforms to the company’s long-term interests, accords with relevant regulations of China Securities Regulatory
Commission and Shenzhen Stock Exchange, and has no damage to the interests of the company and its shareholders, especially the
minority shareholders.
5. Independent opinion on acquisition of assets sold
Acquisition and sales of the assets are runs in a reasonable price, no interest of part of the shareholders been violated or assets of the
Company loss been found.
6. Self-appraisal of internal control
In line with relevant regulation of CSRC and Shenzhen Stock Exchange, the Company follow basic principle of internal control,
according to actual condition, established and improved an internal control system that covers all aspects of the Company, guarantee
business activities operates normally, protect the safety and completion of assets. In the reporting period, no situation of violation of
“Guideline of Internal Control for Listed Companies” and IC system of the Company been found. In conclusion, the supervisory
committee considered that the self-appraisal report of the internal control reflects a real, accurate condition of the Company in aspect
of internal control, therefore, supervisory show no objections.
VIII. Examination and incentives of senior management
Senior executives’ annual remuneration is paid monthly. They based on rules of salary management and level standard made by the
company. They made the remuneration case for senior manager based on the annual examination of their work ability, performance
and accomplishment of duty goals.
IX. Internal Control
1. Details of major defects in IC appraisal report that found in reporting period
□Yes √ No
2. Appraisal Report of Internal Control
Disclosure date of full internal control
2016-04-28
evaluation report
Disclosure index of full internal control “Appraisal report of internal control for year of 2015.” published on Juchao Website
evaluation report (http://www.cninfo.com.cn)
The ratio of the total assets of units
included in the scope of evaluation
accounting for the total assets on the 100.00%
company's consolidated financial
statements
53
承德南江股份有限公司 2015 年年度报告全文
The ratio of the operating income of units
included in the scope of evaluation
accounting for the operating income on the 100.00%
company's consolidated financial
statements
Defects Evaluation Standards
Category Financial Reports Non-financial Reports
(1) Major deficiencies: major violations
found in the company's financial statements,
financial reports and information disclosure,
the company's audit committee and internal (1) Major deficiencies: the company's
audit service failed to effectively play their important businesses are lack of system
supervision functions, the CPA issued there control or have system failure, the
kinds of opinion reports to the company's security of information systems has
financial statements except for clean significant risks, and major deficiencies
opinion. (2) Significant deficiencies: the of internal control assessment are not
establishment of the company's accounting rectified and reformed completely. (2)
Qualitative criteria statements and financial reports does not Significant deficiencies: the company's
fully comply with the accounting standards general businesses are lack of system
for business enterprises and disclosure control or have system failure, and the
requirements, resulting in the material security of information systems has risks.
misstatements of financial statements, the (3) General deficiencies: other internal
company's financial reports declared in control deficiencies do not constitute
previous years have material misstatements major or significant deficiencies.
and need to be retrospected and adjusted. (3)
General deficiencies: other internal control
deficiencies do not constitute major or
significant deficiencies.
(1) Amount of potential mistakes and
omissions in operating income: major
deficiencies: amount of mistakes and
(1) Major deficiencies: direct property
omissions ≥ 3% of total operating income or
loss ≥ 10 million yuan, and punished by
10 million yuan; significant deficiencies: 1%
national authorities; (2) Significant
of total operating income or 5 million yuan ≤
deficiencies: 5 million yuan ≤ direct
mistakes and omissions < 3% of total
property loss < 10 million yuan, and
Quantitative standard operating income or 10 million yuan; general
punished by the provincial government;
deficiencies: mistakes and omissions < 1%
(3) General deficiencies: direct property
of total operating income or 5 million yuan.
loss < 5 million yuan, and punished by
(2) Amount of potential mistakes and
the municipal or below government.
omissions in expenses: major deficiencies:
amount of mistakes and omissions ≥ 3% of
total expenses or 5 million yuan; significant
deficiencies: 2% of total expenses or 3
54
承德南江股份有限公司 2015 年年度报告全文
million yuan ≤ mistakes and omissions < 3%
of total expenses or 5 million yuan; general
deficiencies: mistakes and omissions < 2%
of total expenses or 3 million yuan.
(3) Amount of potential mistakes and
omissions in total assets: major deficiencies:
amount of mistakes and omissions ≥ 1% of
total assets or 30 million yuan; significant
deficiencies: 0.5% of total assets or 20
million yuan ≤ mistakes and omissions < 1%
of total assets or 30 million yuan; general
deficiencies: mistakes and omissions < 0.5%
of total assets or 20 million yuan.
Amount of significant defects in financial
0
reports
Amount of significant defects in
0
non-financial reports
Amount of important defects in financial
0
reports
Amount of important defects in
0
non-financial reports
X. Auditing report of internal control
√Applicable □ Not applicable
Deliberations in Internal Control Audit Report
We think that Nanjiang Stock has maintained the effective internal control over financial reporting in all material respects in
accordance with the "Basic Norms of Enterprise Internal Control" and related regulations on December 31, 2015.
Disclosure details of audit report of
Disclosed
internal control
Disclosure date of audit report of
2016-04-28
internal control (full-text)
Index of audit report of internal
Juchao Website: http://www.cninfo.com.cn
control (full-text)
Opinion type of auditing report of
Standard unqualified
IC
Whether the non-financial report
No
had major defects
Carried out modified opinion for internal control audit report from CPA
55
承德南江股份有限公司 2015 年年度报告全文
□Yes √ No
The internal control audit report, issued by CPA, has concerted opinion with self-evaluation report, issued from the Board
√ Yes □ No
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承德南江股份有限公司 2015 年年度报告全文
Section X. Financial Report
I. Audit report
Type of audit opinion Standard unqualified opinion
Signing date of audit report 2016-04-26
Name of audit institute Da Hua Certified Public Accountants (LLP)
Number of audit report Dahua Shen Zi [2016]No. 005872
Name of CPA Fan Rong, Han Junmin
Text of Auditor’s Report
Auditor’s Report
Dahua Shen Zi [2016]No. 005872
To Chengde Nanjiang Co., Ltd.:
We have audited the Companying consolidated and parent Company’s financial statements of Chengde Nanjiang
Co., Ltd. (“Chengde Nanjiang” for short), including balance sheet of 31 December 2015, and profit statement for
year of 2015, cash flow statement and statement on changes of shareholders’ equity for the year ended, and notes
to the financial statements for the year ended.
(I) Management’s Responsibilities for the Financial Statements
Management of the Company is responsible for the preparation and fair presentation of these financial statements.
This responsibility includes: (1) preparing the financial statements in accordance with the requirements of
Accounting Standards for Business Enterprises to achieve a fair presentation; (2) designing, implementing and
maintaining internal control that is necessary to ensure that the financial statements are free from material
misstatements, whether due to frauds or errors.
(II) Auditor’s Responsibilities
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with Auditing Standards for Certified Public Accountants in China. Those standards require
that we comply with professional and ethical requirements of Chinese certified public accountants, and plan and
perform the audit to obtain reasonable assurance whether the financial statements are free from material
misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgments, including the assessment of the
risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk
assessments, we consider the internal control relevant to the preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the internal control other than the effective-ness of the internal
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承德南江股份有限公司 2015 年年度报告全文
control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness
of accounting estimates made by the management, as well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
(III) Opinion
In our opinion, in all material aspects, Chengde Nanjiang’s financial statements have been prepared in accordance
with the Accounting Standards for Business Enterprise, and they fairly present the financial status of the
consolidated and parent company’s as of December 31, 2015, and its operation results and cash flows for the year
ended.
DaHua CPA (LLP) Certified Public Accountant of China:Fan Rong
Shanghai, China
Certified Public Accountant of China: Han Junmin
26 April 2016
II. Financial Statement
Statement in Financial Notes are carried in RMB/CNY
1. Consolidated Balance Sheet
Prepared by Chengde Nanjiang Co., Ltd
2015-12-31
In RMB
Item Closing balance Opening balance
Current assets:
Monetary funds 88,237,416.98 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 156,113.53 2,722,676.66
Accounts paid in advance 1,105,122.95 7,780,145.39
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承德南江股份有限公司 2015 年年度报告全文
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance
receivable
Interest receivable
Dividend receivable
Other receivables 88,149,302.51 11,008,292.44
Purchase restituted finance asset
Inventories 619,241,374.72 515,713,286.09
Divided into assets held for sale
Non-current asset due within one
year
Other current assets 33,761,457.51 24,131,851.80
Total current assets 830,650,788.20 598,354,797.55
Non-current assets:
Loans and payments on behalf
Finance asset available for sales
Held-to-maturity investment
Long-term account receivable
Long-term equity investment 2,343,974.43 6,684,960.46
Investment property
Fixed assets 8,905,699.17 10,294,681.90
Construction in progress
Engineering material
Disposal of fixed asset
Productive biological asset 148,509.76 640,727.71
Oil and gas asset
Intangible assets 6,392,510.57 11,902,512.97
Expense on Research and
172,416.18
Development
Goodwill
Long-term expenses to be
202,353.97 8,588,027.16
apportioned
Deferred income tax asset 775,645.41 834,223.19
Other non-current asset 5,201,365.53 5,201,365.53
Total non-current asset 24,142,475.02 44,146,498.92
Total assets 854,793,263.22 642,501,296.47
59
承德南江股份有限公司 2015 年年度报告全文
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 35,013,234.30 10,425,920.41
Accounts received in advance 435,991,938.57 290,954,152.81
Selling financial asset of
repurchase
Commission charge and
commission payable
Wage payable 9,929.42 6,233,580.16
Taxes payable 21,343.61 10,023,172.67
Interest payable
Dividend payable
Other accounts payable 12,746,101.70 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 483,782,547.60 332,261,654.22
Non-current liabilities:
Long-term loans
Bonds payable
Including: preferred stock
Perpetual capital
securities
Long-term account payable
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承德南江股份有限公司 2015 年年度报告全文
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 483,782,547.60 332,261,654.22
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
Provision of general risk
Retained profit -890,727,215.25 -949,599,922.37
Total owner’s equity attributable to
352,256,123.56 289,982,016.44
parent company
Minority interests 18,754,592.06 20,257,625.81
Total owner’s equity 371,010,715.62 310,239,642.25
Total liabilities and owner’s equity 854,793,263.22 642,501,296.47
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 25,647,536.08 18,291,266.59
Financial liability measured by fair
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承德南江股份有限公司 2015 年年度报告全文
value and with variation reckoned into
current gains/losses
Derivative financial liability
Notes receivable
Accounts receivable
Account paid in advance 10,000.00 1,372,194.98
Interest receivable
Dividends receivable
Other receivables 13,893,565.73 16,638,184.13
Inventories 599,128,751.32 490,087,338.82
Divided into assets held for sale
Non-current assets maturing within
one year
Other current assets 32,139,201.03 19,420,345.47
Total current assets 670,819,054.16 545,809,329.99
Non-current assets:
Available-for-sale financial assets
Held-to-maturity investments
Long-term receivables
Long-term equity investments 202,284,836.37 157,284,836.37
Investment property
Fixed assets 1,906,708.89 1,183,425.73
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 130,322.92 172,589.80
Deferred income tax assets 750.00 750.00
Other non-current assets
Total non-current assets 204,322,618.18 158,641,601.90
Total assets 875,141,672.34 704,450,931.89
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承德南江股份有限公司 2015 年年度报告全文
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 25,479,538.71 3,625,964.00
Accounts received in advance 430,730,271.19 277,140,032.59
Wage payable 628.22 628.22
Taxes payable 2,174.06 49,975.30
Interest payable
Dividend payable
Other accounts payable 246,243,610.32 243,993,740.20
Divided into liability held for sale
Non-current liabilities due within 1
year
Other current liabilities
Total current liabilities 702,456,222.50 524,810,340.31
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 702,456,222.50 524,810,340.31
Owners’ equity:
Share capita 706,320,000.00 706,320,000.00
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承德南江股份有限公司 2015 年年度报告全文
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 -1,063,193,524.88 -1,052,836,983.14
Total owner’s equity 172,685,449.84 179,640,591.58
Total liabilities and owner’s equity 875,141,672.34 704,450,931.89
3. Consolidated Profit Statement
In RMB
Item Current Period Last Period
I. Total operating income 141,221,936.00 322,502,631.63
Including: Operating income 141,221,936.00 322,502,631.63
Interest income
Insurance gained
Commission charge and commission
income
II. Total operating cost 175,958,802.74 358,297,490.43
Including: Operating cost 132,726,960.01 325,795,009.31
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 3,682,470.14 608,376.03
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承德南江股份有限公司 2015 年年度报告全文
Sales expenses 2,411,839.88 4,299,230.07
Administration expenses 30,697,053.62 21,550,755.68
Financial expenses 33,089.91 1,816,023.18
Losses of devaluation of asset 6,407,389.18 4,228,096.16
Add: Changing income of fair
value(Loss is listed with “-”)
Investment income (Loss is listed
11,424,439.83 229,054.97
with “-”)
Including: Investment income on
58,054.97
affiliated company and joint venture
Exchange income (Loss is listed
with “-”)
III. Operating profit (Loss is listed with
-23,312,426.91 -35,565,803.83
“-”)
Add: Non-operating income 104,222,251.52 117,700,572.71
Including: Disposal gains of
104,022,338.58 113,807,781.40
non-current asset
Less: Non-operating expense 6,179,215.18 7,947,685.38
Including: Disposal loss of
776,688.73 989,275.20
non-current asset
IV. Total Profit (Loss is listed with “-”) 74,730,609.43 74,187,083.50
Less: Income tax expense 22,360,936.07 951,857.73
V. Net profit (Net loss is listed with “-”) 52,369,673.36 73,235,225.77
Net profit attributable to owner’s of
58,872,707.12 80,280,395.81
parent company
Minority shareholders’ gains and
-6,503,033.76 -7,045,170.04
losses
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
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承德南江股份有限公司 2015 年年度报告全文
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
Net after-tax of other comprehensive
income attributable to minority
shareholders
VII. Total comprehensive income 52,369,673.36 73,235,225.77
Total comprehensive income
58,872,707.12 80,280,395.81
attributable to owners of parent Company
Total comprehensive income
-6,503,033.76 -7,045,170.04
attributable to minority shareholders
VIII. Earnings per share:
(i) Basic earnings per share 0.08 0.11
(ii) Diluted earnings per share 0.08 0.11
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
66
承德南江股份有限公司 2015 年年度报告全文
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
In RMB
Item Current Period Last Period
I. Operating income 43,323,398.13 8,217,142.76
Less: Operating cost 28,048,885.03 988,187.82
Operating tax and extras 3,540,970.51 396,000.00
Sales expenses 185,090.00 529,129.10
Administration expenses 12,727,362.70 11,207,134.69
Financial expenses -143,391.30 961,779.78
Losses of devaluation of asset 423,416.78 45,078.42
Add: Changing income of fair
value(Loss is listed with “-”)
Investment income (Loss is
-4,608,125.64
listed with “-”)
Including: Investment income
on affiliated company and joint venture
II. Operating profit (Loss is listed
-6,067,061.23 -5,910,167.05
with “-”)
Add: Non-operating income 50,000.00 168,058,111.85
Including: Disposal gains of
non-current asset
Less: Non-operating expense 4,339,480.51 4,870,865.53
Including: Disposal loss of
non-current asset
III. Total Profit (Loss is listed with
-10,356,541.74 157,277,079.27
“-”)
Less: Income tax expense
IV. Net profit (Net loss is listed with
-10,356,541.74 157,277,079.27
“-”)
V. Net after-tax of other comprehensive
income
(I) Other comprehensive income
items which will not be reclassified
subsequently to profit of loss
67
承德南江股份有限公司 2015 年年度报告全文
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 -10,356,541.74 157,277,079.27
VII. Earnings per share:
(i) Basic earnings per share
(ii) Diluted earnings per share
5. Consolidated Cash Flow Statement
In RMB
Item Current Period Last Period
I. Cash flows arising from operating
activities:
68
承德南江股份有限公司 2015 年年度报告全文
Cash received from selling
commodities and providing labor 283,465,295.71 554,077,939.01
services
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 302,041.39 1,175,356.96
Other cash received concerning
43,239,009.63 31,593,592.22
operating activities
Subtotal of cash inflow arising from
327,006,346.73 586,846,888.19
operating activities
Cash paid for purchasing
commodities and receiving labor 179,630,816.56 599,771,483.46
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
69
承德南江股份有限公司 2015 年年度报告全文
charge and commission
Cash paid for bonus of guarantee
slip
Cash paid to/for staff and workers 11,308,046.10 10,237,228.89
Taxes paid 41,378,704.14 34,673,738.35
Other cash paid concerning
74,876,722.08 76,494,361.57
operating activities
Subtotal of cash outflow arising from
307,194,288.88 721,176,812.27
operating activities
Net cash flows arising from operating
19,812,057.85 -134,329,924.08
activities
II. Cash flows arising from investing
activities:
Cash received from recovering
38,000,000.00
investment
Cash received from investment
171,000.00
income
Net cash received from disposal of
fixed, intangible and other long-term 28,598,914.86 85,000,000.00
assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning
investing activities
Subtotal of cash inflow from investing
28,598,914.86 123,171,000.00
activities
Cash paid for purchasing fixed,
2,421,206.16 3,149,781.23
intangible and other long-term assets
Cash paid for investment 38,000,000.00
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
2,421,206.16 41,149,781.23
activities
Net cash flows arising from investing
26,177,708.70 82,021,218.77
activities
70
承德南江股份有限公司 2015 年年度报告全文
III. Cash flows arising from financing
activities
Cash received from absorbing
5,000,000.00
investment
Including: Cash received from
absorbing minority shareholders’ 5,000,000.00
investment by subsidiaries
Cash received from loans
Cash received from issuing bonds
Other cash received concerning
10,029,217.89
financing activities
Subtotal of cash inflow from financing
5,000,000.00 10,029,217.89
activities
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
2,277,554.26
financing activities
Subtotal of cash outflow from financing
2,277,554.26
activities
Net cash flows arising from financing
2,722,445.74 10,029,217.89
activities
IV. Influence on cash and cash
equivalents due to fluctuation in 249,105.26 -119,640.74
exchange rate
V. Net increase of cash and cash
48,961,317.55 -42,399,128.16
equivalents
Add: Balance of cash and cash
35,582,359.90 77,981,488.06
equivalents at the period -begin
VI. Balance of cash and cash
84,543,677.45 35,582,359.90
equivalents at the period -end
6. Cash Flow Statement of Parent Company
In RMB
Item Current Period Last Period
71
承德南江股份有限公司 2015 年年度报告全文
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor 167,953,196.30 187,363,242.41
services
Write-back of tax received 191,094.28
Other cash received concerning
50,972,901.14 38,138,466.36
operating activities
Subtotal of cash inflow arising from
219,117,191.72 225,501,708.77
operating activities
Cash paid for purchasing
commodities and receiving labor 73,096,022.78 201,137,420.79
service
Cash paid to/for staff and workers 6,559,550.54 5,802,550.51
Taxes paid 17,931,811.23 22,685,179.55
Other cash paid concerning
68,128,661.55 96,706,176.51
operating activities
Subtotal of cash outflow arising from
165,716,046.10 326,331,327.36
operating activities
Net cash flows arising from operating
53,401,145.62 -100,829,618.59
activities
II. Cash flows arising from investing
activities:
Cash received from recovering
investment
Cash received from investment
income
Net cash received from disposal of
fixed, intangible and other long-term 85,000,000.00
assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning
investing activities
Subtotal of cash inflow from investing
85,000,000.00
activities
Cash paid for purchasing fixed,
1,044,876.13 60,090.00
intangible and other long-term assets
72
承德南江股份有限公司 2015 年年度报告全文
Cash paid for investment 45,000,000.00 5,000,166.64
Net cash received from
subsidiaries and other units
Other cash paid concerning
investing activities
Subtotal of cash outflow from investing
46,044,876.13 5,060,256.64
activities
Net cash flows arising from investing
-46,044,876.13 79,939,743.36
activities
III. Cash flows arising from financing
activities
Cash received from absorbing
43,700,000.00
investment
Cash received from loans
Cash received from issuing bonds
Other cash received concerning
financing activities
Subtotal of cash inflow from financing
43,700,000.00
activities
Cash paid for settling debts 10,200,000.00
Cash paid for dividend and profit
distributing or interest paying
Other cash paid concerning
2,309,878.89 665,866.06
financing activities
Subtotal of cash outflow from financing
2,309,878.89 10,865,866.06
activities
Net cash flows arising from financing
-2,309,878.89 32,834,133.94
activities
IV. Influence on cash and cash
equivalents due to fluctuation in
exchange rate
V. Net increase of cash and cash
5,046,390.60 11,944,258.71
equivalents
Add: Balance of cash and cash
17,625,400.53 5,681,141.82
equivalents at the period -begin
VI. Balance of cash and cash
22,671,791.13 17,625,400.53
equivalents at the period -end
73
承德南江股份有限公司 2015 年年度报告全文
7. Statement of Changes in Owners’ Equity (Consolidated)
This Period
In RMB
This Period
Owners’ equity attributable to parent company
Other
equity instrument
Item Less: Other Provisio Minorit Total
Perpet Reason
Share Capital Invento compre Surplus n of Retaine y owners’
ual able
capital Prefer reserve ry hensive reserve general d profit interests equity
capita reserve
red Other shares income risk
l
stock
securi
ties
706,32 -949,59
I. Balance at the 456,470 76,791, 20,257, 310,239
0,000. 9,922.3
end of the last year ,388.64 550.17 625.81 ,642.25
00 7
Add:
Changes of
accounting policy
Error
correction of the
last period
Enterprise
combine under
the same control
Other
II. Balance at the 706,32 456,470 76,791,
-949,59
20,257, 310,239
beginning of this 0,000. 9,922.3
,388.64 550.17 625.81 ,642.25
year 00 7
III. Increase/
Decrease in this 3,401,4 58,872, -1,503,0 60,771,
year (Decrease is 00.00 707.12 33.75 073.37
listed with “-”)
(i) Total 58,872, -6,503,0 52,369,
comprehensive
707.12 33.75 673.37
income
(ii) Owners’ 3,401,4 5,000,0 8,401,4
devoted and
00.00 00.00 00.00
decreased capital
1.Common shares 3,401,4 5,000,0 8,401,4
invested by
00.00 00.00 00.00
shareholders
2. Capital invested
by holders of other
equity instruments
74
承德南江股份有限公司 2015 年年度报告全文
3. Amount
reckoned into
owners equity with
share-based
payment
4. Other
(III) Profit
distribution
1. Withdrawal of
surplus reserves
2. Withdrawal of
general risk
provisions
3. Distribution for
owners (or
shareholders)
4. Other
(IV) Carrying
forward internal
owners’ equity
1. Capital reserves
conversed to
capital (share
capital)
2. Surplus reserves
conversed to
capital (share
capital)
3. Remedying loss
with surplus
reserve
4. Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI)Others
IV. Balance at the 706,32 459,871 76,791,
-890,72
18,754, 371,010
end of the report 0,000. 7,215.2
,788.64 550.17 592.06 ,715.62
period 00 5
Last Period
In RMB
75
承德南江股份有限公司 2015 年年度报告全文
Last Period
Owners’ equity attributable to the parent Company
Other
equity instrument Minorit
Item Less: Other Provisio Total
Perpet Reason y
Share Capital Invento compre Surplus n of Retaine interest owners’
ual able
capital Prefer capita reserve ry hensive reserve general d profit equity
reserve s
red Other shares income risk
l
stock
securi
ties
706,32 -1,029,8
I. Balance at the 456,470 76,791, 27,302, 237,004
0,000. 80,318.
end of the last year ,250.78 550.17 795.85 ,278.62
00 18
Add:
Changes of
accounting policy
Error
correction of the
last period
Enterprise
combine under the
same control
Other
II. Balance at the 706,32 456,470 76,791,
-1,029,8
27,302, 237,004
beginning of this 0,000. 80,318.
,250.78 550.17 795.85 ,278.62
year 00 18
III. Increase/
Decrease in this 80,280, -7,045, 73,235,
137.86
year (Decrease is 395.81 170.04 363.63
listed with “-”)
(i) Total 80,280, -7,045, 73,235,
comprehensive
395.81 170.04 225.77
income
(ii) Owners’
devoted and 137.86 137.86
decreased capital
1.Common shares
invested by
shareholders
2. Capital invested
by holders of other
equity instruments
3. Amount
reckoned into
owners equity with
share-based
payment
76
承德南江股份有限公司 2015 年年度报告全文
4 Other 137.86 137.86
(III) Profit
distribution
1. Withdrawal of
surplus reserves
2. Withdrawal of
general risk
provisions
3. Distribution for
owners (or
shareholders)
4. Other
(IV) Carrying
forward internal
owners’ equity
1. Capital reserves
conversed to
capital (share
capital)
2. Surplus reserves
conversed to
capital (share
capital)
3. Remedying loss
with surplus
reserve
4. Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI)Others
IV. Balance at the 706,32 456,470 76,791,
-949,59
20,257, 310,239
end of the report 0,000. 9,922.3
,388.64 550.17 625.81 ,642.25
period 00 7
8. Statement of Changes in Owners’ Equity (Parent Company)
This Period
In RMB
This Period
Item Other Capital Less: Other Reasonab Surplus
Share Retaine Total
equity instrument reserve Inventory comprehe le reserve reserve
77
承德南江股份有限公司 2015 年年度报告全文
capital Perpetu shares nsive d profit owners’
al income equity
Preferre
capital Other
d stock
securiti
es
-1,052,8
I. Balance at the 706,320, 449,366,0 76,791,55 179,640,5
36,983.
end of the last year 000.00 24.55 0.17 91.58
14
Add:
Changes of
accounting policy
Error
correction of the
last period
Other
II. Balance at the 706,320, -1,052,8
449,366,0 76,791,55 179,640,5
beginning of this 36,983.
000.00 24.55 0.17 91.58
year 14
III. Increase/
Decrease in this 3,401,400 -10,356, -6,955,14
year (Decrease is .00 541.74 1.74
listed with “-”)
(i) Total -10,356, -10,356,5
comprehensive
541.74 41.74
income
(ii) Owners’ 3,401,400 3,401,400
devoted and
.00 .00
decreased capital
1.Common shares 3,401,400 3,401,400
invested by
.00 .00
shareholders
2. Capital invested
by holders of other
equity instruments
3. Amount
reckoned into
owners equity with
share-based
payment
4. Other
(III) Profit
distribution
1. Withdrawal of
surplus reserves
2. Distribution for
owners (or
shareholders)
78
承德南江股份有限公司 2015 年年度报告全文
3. Other
(IV) Carrying
forward internal
owners’ equity
1. Capital reserves
conversed to
capital (share
capital)
2. Surplus reserves
conversed to
capital (share
capital)
3. Remedying loss
with surplus
reserve
4. Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI)Others
IV. Balance at the 706,320, -1,063,1
452,767,4 76,791,55 172,685,4
end of the report 93,524.
000.00 24.55 0.17 49.84
period 88
Last period
In RMB
Last period
Other
equity instrument
Other Total
Item Share Perpetu Less: Retaine
Capital comprehe Reasonab Surplus
al Inventory owners’
capital Preferre reserve nsive le reserve reserve d profit
capital Other shares equity
d stock income
securiti
es
-1,210,1
I. Balance at the 706,320, 449,365,8 76,791,55 22,363,37
14,062.
end of the last year 000.00 86.69 0.17 4.45
41
Add:
Changes of
accounting policy
Error
correction of the
last period
79
承德南江股份有限公司 2015 年年度报告全文
Other
II. Balance at the 706,320, -1,210,1
449,365,8 76,791,55 22,363,37
beginning of this 14,062.
000.00 86.69 0.17 4.45
year 41
III. Increase/
Decrease in this 157,277 157,277,2
137.86
year (Decrease is ,079.27 17.13
listed with “-”)
(i) Total 157,277 157,277,0
comprehensive
,079.27 79.27
income
(ii) Owners’
devoted and 137.86 137.86
decreased capital
1.Common shares
invested by
shareholders
2. Capital invested
by holders of other
equity instruments
3. Amount
reckoned into
owners equity with
share-based
payment
4. Other 137.86 137.86
(III) Profit
distribution
1. Withdrawal of
surplus reserves
2. Distribution for
owners (or
shareholders)
3. Other
(IV) Carrying
forward internal
owners’ equity
1. Capital reserves
conversed to
capital (share
capital)
2. Surplus reserves
conversed to
capital (share
capital)
3. Remedying loss
with surplus
reserve
4. Other
80
承德南江股份有限公司 2015 年年度报告全文
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI)Others
IV. Balance at the 706,320, -1,052,8
449,366,0 76,791,55 179,640,5
end of the report 36,983.
000.00 24.55 0.17 91.58
period 14
III. Company profile
Chengde Nanjiang Co., Ltd. (Hereinafter referred to as "Nanjiang" or the "the Company") was formerly known as
Chengde Dixian Knitting Co., Ltd., and was reorganized on 3 November 1999 by sponsorship, approved by the
People's Government of Hebei Province with the issue of Ji Gu Ban [1999]No.: 36 with license of the business
corporation obtained from Hebei Administration for Industry & Commerce; registered capital while established
amounting as RMB 100,000,000, and RMB 1.00 per share. Among the abovementioned, RMB 85.10 million
contributed by Wang Shuxian, representing 7.56 percent of the registered capital; Wang Zhengsong invested RMB
5.4444 million with 5.44 percent in total registered capital presented; Chengde Longfeng Cosmetics Co., Ltd.
contributed RMB 0.9456 million, a 0.95 percent in registered capital and RMB 0.9456 million contributed by
Chengde Xiabancheng Hongxing Plastics Products Plant with 0.95 percent in registered capital presented.
On 29 August 2000, according to the Zheng Jian Fa Xing Zi [2000] No.: 121 issued by the China Securities
Regulatory Commission, the Company issued 100,000,000 domestically listed foreign shares in Shenzhen Stock
Exchange dated 19 September 2000; and excised the over-allotment option to increase issuing 15,000,000 B
shares from September 29, 2000 to October 29, 2000. The registered capital of the Company after the issuance of
B shares was RMB 215,000,000 with one Yuan of face value per share.
According to the resolution of the shareholder’s general meeting on March 12, 2002, the Company allotted
43,000,000 bonus shares to all of the shareholders according to the proportion of 2 free shares for every 10 shares,
and meanwhile increased 107,500,000 shares to all of the shareholding by transferring from capital reserve
according to 5 shares free for every 10 shares. The registered capital of the company was changed to RMB
365,500,000 after it allotted bonus shares and increased by transferring.
According to the resolution of the shareholder’s general meeting on July 22, 2003, the Company allotted
73,100,000 bonus shares to all of the shareholders according to the proportion of 2 free shares for every 10 shares,
and the registered capital of the company was changed to RMB 438,600,000 after such bonus shares were allotted.
On March 11, 2004, approved by the Ministry of Commerce of the People's Republic of China, the Company was
81
承德南江股份有限公司 2015 年年度报告全文
allowed to be changed as a foreign investment limited liability company.
In July 2004, the Company increased 150,000,000 B shares directionally, during which 91,300,000 shares were
subscribed in HK$, and another 58,700,000 shares were subscribed in RMB, upon check by China Securities
Regulatory Commission with the issue [2004] No.101.
According to the resolution of the shareholder’s general meeting on June 8, 2006, the Company allotted
117,720,000 bonus shares to all of the shareholders according to the proportion of 2 free shares for every 10
shares,
On August 4, 2008, according to the judgment ruled by Shenzhen Intermediate People's Court, 112,324,800
sponsor shares held by Wang Shuxian was compensated to Chen Rong for 45,491,544 Yuan, and on August 15,
2008, 96,000,000 sponsor shares held by Wang Shuxian was compensated to Chen Rong for 38,880,000 Yuan
according to the judgment ruled by Dalian Intermediate People's Court.
On November 11, 2009, according to “reply to the approval of capital increase, and change of share as well as
name of Chengde Dixian Knitting Co., Ltd” with No.143 [2009] by Bureau of Commerce of Hebei Province, it
agreed that the Company increased 150,000,000 domestically listed foreign shares in 2004 and allotted 2 bonus
shares free for every 10 shares in 2006; and it agreed that 208,324,800 shares of Dixian stock held by Wang
Shuxian was changed to Chen Rong ; as well as the name of the Company changed to Chengde Dalu Co., Ltd.
Total share capital of the Company was 706,320,000 shares and the registered capital of the Company was
706,320,000 Yuan after the Company’s share increased and allotted,
On 23 August 2011, the Company received the enterprise corporate business license issued from Chengde
Administration for Industry and Commerce, register serial was No.: 130000400001225; registered capital and
paid-up capital was 706.32 million Yuan with corporate type of limited liability company (Sino-foreign joint
venture, listed)
On April 6, 2012, Chen Rong, shareholder of Company, signed a share transfer agreement with Mr. Wang Dong
for transferred all of the 208,324,800 shares held by himself (accounting for 29.49% of total capital of the
Company) to Mr. Wang Dong; After equity transfer the above mentioned, capital contribution proportion of the
shareholders of the Company were: 208.3248 million Yuan invested by Wang Dong, representing 29.49 percent of
the register capital; 18517651 Yuan contributed by Hebei Chengde Northern Industrial Corporation, representing
2.62 percent of the register capital; 13327891 Yuan invested by Wang Zhengsong, a 0.33 percent in register capital;
2314829 Yuan invested by Chengde Xiabancheng Hongxing Plastics Products Plant, a 0.33 percent in register
capital and 461.52 million Yuan contributed by shareholders of domestically listed foreign shares, representing
65.34 percent of the register capital.
On 19 September 2012, being verified and approved by Chengde Administration for Industry and Commerce, the
82
承德南江股份有限公司 2015 年年度报告全文
Company’s name changed as Chengde Nanjiang Co., Ltd.
Over the years of bonus issue, rights issue and capitalization, up to 31st December 2014, the issued shares totally
amounting to 706.32 million shares, registered capital of the Company was 706.32 million Yuan; registered
address: Xiabancheng Town, Chengde County, Hebei Province; HQ: Xiabancheng Town, Chengde County, Hebei
Province. The Company has no parent company and Mr. Wang Dong is the first largest shareholder of the
Company and also is the controller of the Company.
(II) Business scope
R&D and sales of new energy, and new material products as well as technology promotion and technical service;
scientific research of modern eco-agriculture and technology promotion service, wholesales of eco-agriculture
products; import and export trade of goods and technology; development and construction as well as sales and
operation of general residential and supporting commercial facilities for the two lands of NanjiangHuijing Tiandi
(2013-12 and 2013-13); property management.
(III) Business nature and main operating activities of the Company
Nanjiang engaged in the operation and development of real estate, subsidiary of the Company engaged in real
estate industry, international trading and agricultural farming industry
(IV) Report approval for the financial statement
The statement has been approved by all Directors of the Company dated 26 April 2016 for reporting
Totally 8 subjects are included in consolidate financial statement, mainly including:
Le Sharehold Voting
Subsidiaries Type
vel ing ratio (%) rights ratio (%)
Chengde Nanjiang Real Estate Development Co., Wholly-owned 2 100.00 100.00
Ltd. (Nanjiang Real Estate for short) subsidiary
Chengde Nanjiang Investment Co., Ltd. (Nanjiang Wholly-owned 2 100.00 100.00
Investment for short) subsidiary
Chengde Nanjiang Ecological Agriculture Co., Ltd. Wholly-owned 3 100.00 100.00
(Ecological Agriculture for short) sub-subsidiary
Hangzhou Dongfeng Yinshen Technology Co., Ltd. Controlling 2 90.00 90.00
(Hangzhou Dongfeng for short) subsidiary
Nanjiang Asia Investment Co., Ltd. (Nanjiang Asia Wholly-owned 2 100.00 100.00
for short) subsidiary
Chengde Morsh Technology Co., Ltd. (Morsh Holding 3 90.00 90.00
Technology for short) sub-subsidiary
Chengde Huijing Property Service Co., Ltd. Wholly-owned 3 100.00 100.00
(Huijing Property for short) sub-subsidiary
Runhua Rural Water (Tianjin) International Trade Holding 2 30.00 53.43
Co., Ltd (Runhua RW for short) subsidiary
(1)Subsidiary, special purpose vehicle and operational entity with control over by means of entrusted management
or lessee newly included in the consolidate scope in the Period
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Name Reason for changes
Hangzhou Dongfeng New established
(2) Subsidiary, special purpose vehicle and operational entity with control lost by means of entrusted management
or rent-out, which no longer include in consolidate scope in the Period
Name Reason for changes
Chengde Xingye Paper-making Co., Ltd. Liquidation
(Xingye Paper-making for short)
IV. Basis of preparation of financial statements
1. Preparation basis
The Company conducts recognition and measurement according to actual occurrence of transactions and issues,
pursuant to the accounting principles for enterprise-basic rules and specific accounting principle as well as the
application guidance for the accounting principles for enterprise, interpretation to the accounting principles for
enterprise and other related requirements (hereinafter referred to as Enterprise Accounting Principles) issued by
the ministry of finance, on that basis, combining the Information Disclosure Preparation Rules for Company
Public Issuing Securities No.15-General Rules for Financial Report (amended in 2014) of the CSRC for statement
preparation.
2. Going concern
There are no substantial doubtable events or conditions on sustainable operation ability of the Company been
found in 12 months since end of the reporting period. The financial statement is prepared base on going concern
assumption.
V. Major accounting policy and accounting estimation
Notice of specific accounting policy and estimation:
In accordance with the actual production characteristic of the Company, formulate specific accounting policy and estimation aim at
bad debt provision for account receivable, fixed assets depreciation, intangible assets amortization and revenue recognition.
1. Statement of Compliance with the Accounting Standards for Business Enterprises
The financial statements prepared by the Company meet the requirements of the Accounting Standards for
Business Enterprises; truthfully and completely reflect the financial status, operation results and cash flow etc. of
the Company.
2. Fiscal period
The fiscal year of the Company is from 1 January to 31 December on basis of Gregorian calendar.
3. Operating cycle
Main business of the Company is developing the real estate products for sale purpose, the period from land purchased to the cash and
cash equivalent obtained from selling the constructed development products is the operating cycle of the Company. The cycle is
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usually larger than 12 months.
4. Standard currency
The Company and its subsidiaries take RMB as the standard currency for bookkeeping.
5. Accounting treatment for business combinations under the same control and those not under the same
control
1. If the terms, conditions, and economic impact of each transaction involved in business combination
achieved in stages fall within one or more of the following situations, such transactions will be accounted for
as a package deal:
1)such transactions are entered into simultaneously or in the case of considering the impact of each other;
2) such transactions as a whole in order to reach a complete business results;
3) the occurrence of a transaction subject to that of at least one other transaction;
4) one transaction alone is not economic, but otherwise when considered with other transactions.
2. Business combination under the same control
The Company’s assets and liabilities acquired in a business combination are measured by the book value in the
consolidated financial statements of ultimate controlling party in accordance with the assets and liabilities
(including the goodwill formed by the ultimate controlling party’s acquisition to the combined party) of combined
party on combining date. If there is balance between the book value of net assets obtained in merger and the book
value of paid merger consideration (or total face value of issued shares), adjust the stock premium in capital
reserve, and adjust the retained earnings if the stock premium in capital reserve is not enough for writing down.
If there is a contingent consideration needs to confirm the expected liabilities or assets, and there is balance
between the expected liabilities or assets amount and the settlement amount of follow-up contingent consideration,
adjust the capital reserve (capital premium or stock premium), and adjust the retained earnings if the capital
reserve is not enough
As for business combination realized through numbers of transactions, and if these transactions belong to a bundle
of transactions, then each of them shall be accounted as a transaction to acquire controlling right; and if not belong
to a bundle of transactions, then the difference between the initial investment cost of the long term equity
investment as of the date on which the Company obtains controlling right and the carrying value of the long term
equity investment prior to combination plus the carrying value of the new consideration paid for further
acquisition of shares as of the combination date shall be used to adjust capital reserve; in case of insufficient
capital reserve, adjust retained earnings. For equity investment held prior to the combination date, the other
comprehensive income recognized due to calculation by equity method or based on recognition and measurement
principles for financial instruments would not be accounted for temporarily until the Company disposes of this
investment on the same basis as the investee directly disposes of relevant assets or liabilities; other changes of
owners’ equity in the net assets of investee as recognized under equity method, except for net profit or loss, other
comprehensive income and profit distribution, shall not be accounted for until being transferred to current profit
or loss when this investment is disposed of.
3. Business combination not under the same control
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The Company's assets paid as the consideration of business merger or liabilities occurred or assumed on the
acquisition date are measured by the fair value, and the balance between fair value and its book value is included
in the current profit and loss.
The Company confirms the balance that the combined cost is greater than the fair value shares of acquiree’s
recognizable net assets obtained in the combination as the goodwill; the balance that the combined cost is less
than the fair value shares of acquiree’s net identifiable assets obtained in the combination is included in the
current profit and loss after re-checking.
As for the business combination not under the same control realized through several exchange transactions step by
step, part of the package deal, than carrying accounting treatment on transactions with controlling rights obtained
through vary transactions; for equity investment held prior to combination date which is calculated under equity
method, the sum between carrying value of the equity investment prior to acquisition date and cost of additional
investment made on the acquisition date is deemed to be the initial investment cost of this investment. Other
comprehensive income recognized for equity investment held prior to combination date under equity method shall
be accounted for when the Company disposes of this investment on the same basis as the investee directly
disposes of relevant assets or liabilities. In case that equity investment held prior to combination date is calculated
based on recognition and measurement principles for financial instruments, then the fair value of this equity
investment as of combination date plus new investment cost shall be deemed as initial investment cost. The
difference between fair value and carrying value of the originally held equity interests and the accumulated fair
value movements as originally recorded in other comprehensive income shall be all transferred to investment
income of the period in which the combination date falls.
4. Relevant expenses from combination
The intermediate expenses occurred for business combination such as audit, legal service and appraisal
consultation expenses and other related expenses shall be recorded in current gains and losses when occurred; the
trading expenses for equity securities offering shall be excluded while reckoned into equity transaction directly.
6. Methods for preparation of consolidated financial statements
1. Consolidated scope
The consolidation scope of the consolidated financial statements of the Company is fixed on the basis of control,
and all subsidiaries (including the independent subject control by the Company) have been consolidated.
2. Consolidated procedure
Based on financial statements of its own and the subsidiaries, the Company establishes the consolidated financial
statements according to other relevant data. The consolidated financial statements established by the Company
regard the whole enterprise group as an accounting subject, and reflect the overall financial situation, operating
results and cash flow of the enterprise group by the uniform accounting policies in accordance with the relevant
confirmation, measurement and presentation requirements of accounting standards.
The accounting policies and accounting period adopted by the subsidiaries taken into account of the consolidation
scope are in line with the Company. If it is not the same as the Company, necessary adjustments will be made
when preparing consolidated financial statements according to the accounting policy and accounting period of the
Company.
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When consolidating financial statements, the Company shall offset all effects upon consolidated balance sheet,
consolidated profit statement, consolidated cash flow statement and consolidated statement of changes in equity
arising from the internal transactions between the Company and each subsidiary and between various subsidiaries.
If there is difference between the point of view of consolidated financial statements of enterprise group and the
affirmation to the same transaction by taking the Company or its subsidiaries as the accounting subject, adjust the
transaction from the enterprise group’s point of view.
The ownership interests of subsidiaries, current net profits or losses and shares of current comprehensive income
belonging to minority shareholders are respectively and separately listed under the ownership interest item of
consolidated balance sheet, the net profit item of consolidated profit statement and the total comprehensive
income item. The balance that the current losses shared by the subsidiary's minority shareholders is greater than
the shares in the ownership interests held by the minority shareholders in the beginning period of this subsidiary
offsets against the minority stockholders' interests.
For the subsidiaries acquired through business combination under the same control, take the fair value of its assets
and liabilities (including the goodwill formed by the ultimate controlling party’s acquisition to the combined party)
in the financial statements of ultimate controlling party as a basis to adjust its financial statements.
For the subsidiaries acquired through business combination not under the same control, take the fair value of net
identifiable assets on acquisition date to adjust its financial statements.
(1) Increase subsidiaries or businesses
During the reporting period, if there are subsidiaries or businesses increased by the business combination under
the same control, adjust the opening balance of consolidated balance sheet; include the income, expenses and
profits of the subsidiaries or business combination from the beginning of the period to the end of the reporting
period into the consolidated profit statement; include the cash flow of the subsidiaries or business combination
from the beginning of the period to the end of the reporting period into the consolidated statement of cash flows,
adjust the relevant items of comparative statements at the same time, and regard that the reporting entity after
combination has been exiting since the ultimate controller starts controlling.
If the control can be implemented to the investees under the same control due to the additional investment, it can
be regarded that all partied in the combination can be adjusted when the ultimate controller starts controlling, i.e.
by the current status and existence. For the equity investment held before obtaining the control power of combined
party, the relevant profit and loss, other comprehensive income and other changes in net assets from the later date
between the acquisition date of original stock right and the date when the combining party and combined party are
under the same control to the combination date respectively offset against the retained earnings at the beginning of
the period or the current profit and loss in the comparative statement period.
During the reporting period, if there are subsidiaries or businesses increased by the business combination not
under the same control, don’t adjust the opening balance of consolidated balance sheet; include the income,
expenses and profits of the subsidiaries or business combination from the purchase date to the end of the reporting
period into the consolidated profit statement; include the cash flow of the subsidiaries or business combination
from the purchase date to the end of the reporting period into the consolidated statement of cash flows.
If the control can be implemented to the investees not under the same control due to the additional investment, the
Company re-measures the stock right of acquiree held before the purchase date according to the fair value of this
stock right on the purchase date, the balance between fair value and its book value is included in the current
investment income. Other comprehensive income that the stock right of acquiree held before the purchase date
involving in equity method business accounting and other changes in ownership interest except for net profit or
loss, other comprehensive income and profits distribution, together with its relevant other comprehensive income
and other changes in ownership interest are transferred into the current investment income attributable to the
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purchase date, besides the other comprehensive income generated by the changes in the net indebtedness and net
assets re-measured and defined benefit plans by investees.
(2) Disposal of subsidiaries or businesses
1) General approaches
During the reporting period, if the Company disposes a subsidiary or business, the income, expense and profit of
this subsidiary or business from the beginning of the period to the disposal date are included in the consolidated
income statement; the cash flow of this subsidiary or business from the beginning of the period to the disposal
date are included in the consolidated statement of cash flows.
When control power over investees are lost due to disposal of some equity investment or other reasons, the
Company re-measure the remaining equity investment after disposal in accordance with its fair value on the date
to lose the control power. The balance by subtracting the sum of consideration obtained by disposing stock right
and fair value of residual equity from the sum of the shares of net assets continuously calculated according to the
original shareholding ratio since the purchase date or combination date of the original subsidiary and the goodwill
are included in the investment income of the current period of losing control power. Other comprehensive income
related to the equity investment of original subsidiary and other changes in ownership interest except for other net
profit and loss, other comprehensive income and profits distribution are transferred into current investment
income when losing the control power, besides the other comprehensive income generated by the changes in the
net indebtedness and net assets re-measured and defined benefit plans by investees.
2) Dispose subsidiaries step by step
Dispose a subsidiary's equity investment until losing the control power step by step through multiple transactions,
if the terms, conditions and economic impact of the disposal to various transactions of the subsidiary's equity
investment conform to following one or various conditions, it means that the multiple transactions should have
accounting treatment as a package deal:
A. These transactions are made by considering each other’s impacts;
B. These transactions can only reach a complete business result as a whole;
C. The occurrence of one transaction depends on the occurrence of at least one other transaction;
D. One transaction alone is not economical, but it is economical when it is considered together with other
transactions.
The various transactions that dispose a subsidiary's equity investment until losing the control power belong to a
package deal, the Company handles accounting treatment to various transactions by taking them as a transaction
disposing a subsidiary's equity investment and losing the control power; however, the balance between every
disposal price before losing control power and net asset shares of the subsidiary corresponding to disposal of
investment should be confirmed as other comprehensive income in the consolidated financial statements and
transferred into the profit and loss of the current period of losing control power when losing the control power.
The various transactions that dispose a subsidiary's equity investment until losing the control power and don’t
belong to a package deal, before losing control power, are handled with accounting treatment according to
relevant policies which used to partly dispose the subsidiary's equity investment on the condition of not losing the
control power; when losing the control power, they are handled with accounting treatment according to the
general handling methods used to dispose the subsidiary.
(3) Purchase the minority shareholding of a subsidiary
If there is balance between the Company’s long-term equity investment newly obtained by purchasing the
minority shareholding and the net asset shares of the subsidiary continuously calculated from the acquisition date
(or combination date) according to the newly increased shareholding ratio, adjust the capital stock premium in
capital reserve on consolidated balance sheet, if the capital stock premium in capital reserve is not enough for
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offset, adjust the retained earnings.
(4) The partial disposal of equity investments in subsidiaries without losing the control power
If there is balance between the disposal price obtained by the partial disposal of long-term equity investments in
subsidiaries without losing the control power and the net asset shares of the subsidiary continuously calculated
from the acquisition date or combination date corresponding to the disposal of long-term equity investments,
adjust the capital stock premium in capital reserve on consolidated balance sheet, if the capital stock premium in
capital reserve is not enough for offset, adjust the retained earnings.
7. Classification of joint arrangement and accounting for joint operations
1. Classification of joint arrangement
The Company classifies joint venture arrangement into joint operations and joint ventures based on the structure,
legal form, agreed terms of the arrangement and other related facts and conditions.
Joint venture arrangement not concluded through separate entity is classified as joint operation; and those
concluded through separate entity are generally classified as joint ventures. However, joint venture arrangement
which meets any of the following conditions as proven by obvious evidence and satisfies relevant laws and rules
is grouped as joint operation:
(1)the legal form of the arrangement shows that parties to the arrangement are entitled to and assume rights and
obligations in respect of the relevant assets and liabilities.
(2)it is agreed by the terms of the arrangement that parties to the arrangement are entitled to and assume rights and
obligations in respect of the relevant assets and liabilities.
(3)other related facts and conditions shows that parties to the arrangement are entitled to and assume rights and
obligations in respect of the relevant assets and liabilities. For instance, joint parties are entitled to almost all the
output related to joint venture arrangement and settlement of the liabilities under the arrangement continues to rely
on supports from the joint parties.
2. Accounting for joint operations
The Company recognizes its proportion of interests in joint operation as related to the Company, and accounts for
under relevant business accounting principles:
(1)to recognize separately-held assets and jointly-held assets under its proportion;
(2)to recognize separately-assumed liabilities and jointly-assumed liabilities under its proportion;
(3) to recognize revenue from disposal of the output which the Company is entitled to under the proportion;
(4) to recognize revenue from disposal of the output under the proportion;
(5) to recognize separately occurred expenses, and to recognize expenses occurred for joint operations under its
proportion.
For injection to or disposal of assets of joint operations (other than those assets constituting business operation),
gain or loss arising from the transaction is only recognized to the extent it is attributable to other parties to the
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joint operation before the joint operation is sold to any third party. In case that assets injected or disposed satisfy
the condition for asset impairment loss under Business Accounting Principle No.8-Assets Impairment, the
Company recognizes this loss in full.
For acquisition of assets from joint operations (other than those assets constituting business operation), gain or
loss arising from the transaction is only recognized to the extent it is attributable to other parties to the joint
operation before the relevant assets are sold to any third party. In case that the acquired assets satisfy the condition
for asset impairment loss under Business Accounting Principle No.8-Assets Impairment, the Company recognizes
relevant loss according to the proportion it assumes.
The Company exercises no common control over joint operations. If the Company is entitled to relevant assets of
the joint operation and assure relevant liabilities, it shall be accounted for under the above principle, otherwise it
would be accounted for under the relevant business accounting principles.
8. Recognition standards for cash and cash equivalents
When preparing cash flow statement, the Company recognized the stock cash and deposits available for payment
at any time as cash, and investments featuring with the following four characters at the same time as cash
equivalents: short term (expire within 3 months commencing from purchase day), active liquidity, easy to convert
to already-known cash, and small value change risks.
9. Foreign currency business and conversion of foreign currency statement
1. Foreign currency business
For the foreign currency business, the Company converts the foreign currency into RMB for book-keeping based
on spot exchange rate at date of trading occurred while initially recognized.
On balance sheet date, balance of foreign currency monetary items shall be converted based on the spot rate as at
the balance sheet date, and the arising exchange difference shall be recorded in current gains and losses other than
those arising from the special foreign currency borrowings related to purchasing assets qualifying for
capitalization which is treated under the principle of borrowing expense capitalization. As for the foreign currency
non-monetary items measured in historical cost, conversion is still conducted with the spot rate as at the
transaction date, without any change to its functional currency.
As for the foreign currency non-monetary items measured in fair value, conversion is conducted with the spot rate
as at the date for determination of fair value, and the arising exchange difference shall be recorded in current gains
and losses as the changes of fair value. if the foreign currency non-monetary items belongs to foreign currency
available for sale, the arising exchange difference shall be recorded in other comprehensive income.
2. Translation of foreign currency financial statement
Assets and liabilities in balance sheet are translated at the spot exchange rate at the balance sheet date. Equity
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items, excluding “undistributed profit”, are translated at the spot exchange rates at the transaction dates. As for
those translated at the spot exchange rates at the transaction dates or those recognized in line with the reasonable
method in system, translated at the similar exchange rate as at the transaction date. The resulting translation
differences are recognized in other comprehensive income.
When disposing overseas operations, the foreign currency financial statement translation differences listed under
items of other comprehensive income in balance sheet and which are directly related to the overseas operations
are transferred to profit or loss in the period when the overseas operation is disposed; In case of partial disposal or
the overseas business, which has lower operation ratio overseas without operation controlling loss due to other
reason, the translation differences related to disposal part shall including in equity of minority shareholders, no
need to transfer into current gains/losses. In case of partial disposal of associated or joint venture, foreign currency
translation differences shall be calculated in respect of the disposed part under disposal proportion and transferred
to profit or loss in the period when the overseas operation is disposed.
10. Financial instruments
Financial instruments include financial assets, financial liabilities and equities instruments.
1. Categories of financial instruments
According to the contract terms of the financial instrument issued and economic substance reflects by such
instrument, not only in form of law, combine with purposes held for financial assets and liabilities, the
management categorizes financial assets and liability into different types: financial assets (or financial liabilities)
at fair value through current gains and losses; accounts receivable; financial assets available for sale; other
financial liabilities, etc.
2. Recognition and measurement for financial instrument
(1)financial assets or liabilities at fair value through profit or loss
Financial assets or liabilities at fair value through profit or loss include transactional financial assets or financial
liabilities and financial assets or liabilities directly designated at fair value through profit or loss.
Transactional financial assets or financial liabilities refer to those meeting any of the following conditions:
1) purpose for holding the assets or liabilities is to disposal, repurchase or redemption in a short time;
2) constitute part of the identifiable financial instrument group for central management, and there is objective
evidence proving that the Company manages this group in a short-time-return way recently;
3) belong to derivative financial instrument, other than those derivatives designated as effective hedge instruments,
belonging to financial guarantee contracts and those linked to equity instrument investment which is not
quoted in an active market and whose fair cannot be measured reliably and the settlement of which is
conditional upon delivery of the equity instrument.
Subject to satisfaction of any of the following conditions, financial assets or liabilities can be designated as
financial assets or liabilities at fair value through profit or loss upon initial measurement:
1) The designation can eliminate or substantially eliminate the inconsistencies between profit or loss from the
financial assets arising from different measurement basis;
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2) The portfolio of financial assets and liabilities in which the financial asset belongs to are designated as
measured at fair value in the risk management report or investment strategic report handed in to key
management personnel;
3) Hybrid instruments which contains one or more embedded derivatives, unless the containing of embedded
derivatives does not have substantial effect on the cash flows of the hybrid instruments, or the embedded
derivatives obviously should not be separated from relevant hybrid instruments;
4) Hybrid instruments which contains embedded derivatives that should split, but cannot be measured separately
when acquired or on the subsequent balance sheet date.
Amount is initially measured by the sum of fair value (deducted bond interest expired without received) while
obtained and relevant transaction expenses.
Interest or cash dividend in period of holding shall be recognized as investment income, and reckoned into current
gains/losses with the variation of fair value at period-end.
In case of disposal, the difference between the amount while obtained and book value of the investment shall
reckon into investment income, and gains/loses of variation of the fair value shall be adjusted correspondingly.
(2)Account receivables
The contract price charged to the buyers shall be recognized as initial value for those account receivables which
mainly comprise the receivable creditor’s right caused by the sale of goods and providing of labor service to
external customers by the Company, and receivables in other companies excluding debt instruments priced in
active markets, includes but not limited to trade receivables, notes receivables, account paid in advance and other
receivables. If characterized as of financing nature, the initial recognition shall be priced at the present value.
Upon disposal, the difference between the sale value and the book value of the receivables shall be accounted into
current profit or loss on its recovery or disposal.
(3) Held-to-maturity investment
he non-derivative financial assets with maturity date, fix return amount or amount able to determined, and the
Company held with specific intention and ability.
The Company takes the sum of fair value (after deducting bond interests which is due for interest payment but not
received) and related transaction fee as initial recognition amount in respect of held-to-maturity investment upon
acquisition of the investment. During the holding period, the Company recognizes interest income at amortized
cost and effective interest rate which is included in investment income. The effective interest rate is determined
upon acquisition of the investment and remains unchanged for the expected continuous period or appropriate
shorter period. Difference between sale price and carrying value of the investment is included in investment
income.
If held-to-maturity investment is disposed or reclassified as other types of financial asset, and the relevant amount
is relatively bigger than the total amount of our all held-to-maturity investments prior to disposal or
reclassification, the remaining held-to-maturity investments shall be reclassified as available-for-sale financial
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assets immediately following such disposal or reclassification. On the reclassification date, difference between the
carrying value and fair value of the investment is included in other comprehensive income and is transferred out
into current profit or loss when the available-for-sale financial assets experience impairment or derecognition.
However, the followings are exceptions:
1)the date of disposal or reclassification is approaching to the date of expiration or redemption of the investment
(such as three months prior to expiration), and change of market rate has no material influences over the fair value
of the investment.
2)company has already recovered nearly all initial principal under the repayment means as agreed in contract.
3)disposal or reclassification is arising from separate matters which are out of our control, which are expected not
to occur repeatedly and which are difficult to predict reasonably.
(4) Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale upon
initial recognition and financial assets other than other categories of financial assets.
The Company initially measures available-for-sale financial assets at the sum between their fair values when
acquiring the assets or liabilities (after deducting cash dividend already declared but not paid or bond interests
which is due for interest payment but not received) and the relevant transaction fee.
Interest or cash dividend acquired during the holding period shall be recognized as investment income. Gains or
losses arising from movement of fair value is directly included in other comprehensive income except for
impairment loss and exchange difference arising from foreign currency monetary financial assets.
When disposing available-for-sale financial assets, the Company includes the difference between the acquired
price and carrying value of the financial assets into investment profit or loss. Meanwhile, accumulated fair value
movement attributable to the disposed part which is originally directly included in other comprehensive income is
transferred out and included investment profit or loss.
For equity instrument investment which is not quoted in an active market and whose fair value cannot be reliably
measured, and derivative financial assets which are linked to the equity instrument and whose settlement is
conditional upon delivery of the equity instrument, they are stated at cost by the Company.
(5)Other financial liabilities
Initial recognition amount is determined at the sum of fair value and relevant transaction fee. Subsequent
measurement is conducted at amortized cost.
(6) Held-to-maturity investment for sales or reclassify as financial assets available for sale:
In case that the amount of held-to-maturity investments disposed or reclassified into other categories of financial
assets is greater than the total amount of all the held-to-maturity investment of the Company before the disposal or
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reclassification, the remaining held-to-maturity investment shall be recorded as financial assets available for sale
immediately after such disposal or reclassification, unless:
1)the date of disposal or reclassification is relatively close to the maturity date or redemption date of the
investment (such as three months before expiration), and change of market rate has no material affects on the fair
value of the investment.
2)the enterprise has nearly recovers the entire initial principal under the payment method as agreed by contract.
3)the disposal or reclassification is due to such independent matter that the enterprise is not able to control, will
not happen again as expected and can not predicted reasonably.
3. Confirmation evidence and measurement methods for transfer of financial assets
When transfer of financial assets occurs, the Company shall stop recognition of such financial assets if all risks
and remunerations related to ownership of such financial assets have almost been transferred to the receiver; while
shall continue to recognize such financial assets if all risks and remunerations related to ownership of such
financial assets have almost been retained.
When judging whether or not the aforesaid terminal recognition condition for financial assets is arrived at for
transfer of financial assets, the Company generally adopts the principle that substance overweighs format. The
Company divides such transfer into entire transfer and part transfer. As for the entire transfer meeting condition
for discontinued recognition, balance between the following two items is recorded in current gains and losses:
(1)Carrying value of financial assets in transfer;
(2)Aggregate of the consideration received from transfer and accumulative movements of fair value originally
recorded in owners’ equity directly (applicable when financial assets involved in transfer belong to financial assets
available for sale).
As for the part transfer meeting condition for discontinued recognition, entire carrying value of financial assets in
transfer is shared by discontinued recognition part and continued recognition part, in light of their respective fair
value. Balance between the following two items is recorded in current gains and losses:
(1)Carrying value of discontinued recognition part;
(2)Aggregate of the consideration of discontinued recognition part and amount of such part attributable to
accumulative movements of fair value originally recorded in owners’ equity directly (applicable when financial
assets involved in transfer belong to financial assets available for sale).
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Financial assets are still subject to recognition if transfer of such assets doesn’t satisfy the condition for
discontinued recognition. And consideration received is recognized as financial liability.
4. De-recognition condition for financial liability
As for the financial liabilities with its whole or part present obligations released, the company shall de-realize
such financial liabilities or part of it. if the company enters into agreement with its creditor to substitute for the
existing financial liabilities by means of assuming new financial liabilities, then the company shall de-realize the
existing financial liabilities and realize the new financial liabilities provided that the contract clauses of the new
and the existing financial liabilities are different in substance.
If the company makes substantial amendment to the whole or part contract clauses of the existing financial
liabilities, it shall de-realize the existing financial liabilities or part of it. Meanwhile, the financial liabilities with
amendment to its clauses shall be realized as new financial liabilities.
In case of derecognizing of financial liabilities in whole or part, the difference between the carrying value of such
de-realized financial liabilities and consideration paid (including the non-cash assets exchanged or new financial
liabilities assumed) shall be recorded in current gains and losses.
In case that the company repurchases part of financial liabilities, based on the comparative fair value of the
continuing recognition part and the derecognizing part, the company shall allocate the carrying value of the
financial liabilities in whole on the repurchase date. Difference between the carrying value allocated to the
derecognizing part and the consideration paid (including the non-cash assets exchanged or new financial liabilities
assumed) shall be recorded in current gains and losses.
5. Determination method for fair value of financial assets and financial liabilities
As for the financial assets and financial liabilities measured by fair value and in case that there are active market
for those assets and liabilities, then the fair value shall be determined based on the quotation on active market; as
for the financial assets initially acquired or financial liabilities assumed, their fair value are determined based on
the market transaction prices; in case that there are no such active market for financial assets and financial
liabilities, the fair value shall be determined by evaluation technology. At time of evaluation, the applicable
evaluation technology, in the prevailing circumstance, and those have available date and other information
supporting shall be adopted, choose the input value, same with the assets or liability features that consider in
transaction by market participants, and use the relevant observable input values as far as possible. Use the
un-observable input values when relevant observable input values unable to obtained or obtained without feasible.
6. Provision of impairment reserve for impairment of financial assets (excluding account receivables)
The company reviews the carrying value of the financial assets (excluding those measured by fair value and the
change thereof is recorded in current gains and losses) on the balance sheet date, if there is objective evidence
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showing impairment of the financial assets, it shall provide impairment reserve.
Objective evidence that a financial asset is impaired includes the following observable events:
Significant financial difficulty of the issuer or obligor;
A breach of contract by the borrower, such as a default or delinquency in interest or principal payments;
The creditor, for economic or legal reasons relating to the borrower’s financial difficulty, granting a concession to
the borrower;
It becoming probable that the borrower will enter bankruptcy or other financial reorganizations;
The disappearance of an active market for that financial asset because of financial difficulties of the issuer;
Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of
financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the
individual financial assets in the group, including: adverse changes in the payment status of borrowers in the
group, an increase in the unemployment rate in the country or geographical area of the borrowers, a decrease in
property prices for mortgages in the relevant area, or adverse changes in industry conditions that affect the
borrowers in the group;
Significant adverse changes in the technological, market, economic or legal environment in which the issuer
operates, indicating that the cost of the investment in the equity instrument may not be recovered by the investor;
A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost;
Details for impairment of financial assets are set out below:
(1)Impairment provision for available-for-sale financial assets
The Group has separately tested various available-for-sale equity instruments at the balance sheet date. It will be
defined as impairment if the fair value is lower than the initial investment cost by more than 50% (including 50%)
or the low state has lasted for no less than 1 year. While the lower proportion is between 20% and 50%, the Group
will take other factors such as price fluctuation into consideration to estimate whether the equity instrument has
impaired or not.
Cost stated in the above paragraph is determined based on the initial acquisition cost of available for sale equity
instrument investment less recovered principal and amortized amount as well as impairment loss originally
included in profit or loss; fair value is determined at the closing price quoted on stock exchange at period end,
unless the available for sale equity instrument investment is limited for sale for certain periods. For available for
sale equity instrument investment which is limited for sale for certain periods, fair value is determined at the
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closing price quoted on stock exchange at period end less the compensation required by market participator who
would otherwise assume risks due to impossibility of selling the equity instrument on open market in designated
period.
When an available-for-sale financial asset is impaired, the cumulative loss arising from decline in fair value that
had been recognized in other comprehensive income is reclassified to the profit or loss even though the financial
asset has not been derecognized. The amount of the cumulative loss that is removed from equity is the difference
between the acquisition cost (net of any principal repayment and amortization) and current fair value, less any
impairment loss on that financial asset previously recognized in profit or loss.
If there are objective evidences showing that the value of available-for-sale debt instrument is recovered and it
relates to the matters happened after the impairment loss recognition, the impairment loss recognized shall be
reversed and accounted in current profit or loss. Impairment losses recognized for equity instrument investments
classified as available-for-sale are reversed through equity. However, impairment loss occurred by equity
instrument investment which is not quoted in an active market and whose fair value cannot be measured reliably
and derivative financial assets which are linked to the equity instrument and whose settlement is conditional upon
delivery of the equity instrument, shall not be reversed.
(2)Impairment provision for held-to-maturity investment
For held-to-maturity investment, if there is object evidence showing the investment is impaired, then impairment
loss is determined based on the difference between its fair value and present value of predicted future cash flow.
After provision, if there is evidence showing its value has been restored, the originally recognized impairment loss
can be reversed and included in current profit or loss, provided that the reversed carrying value shall not exceed
the amortized cost of the financial asset as at reversal date assuming no impairment provision had been made.
7. Offset of financial assets and financial liabilities
Financial assets and financial liabilities are stated in balance sheet separately without inner-offset. However, the
net amount after inner offset is stated in balance sheet date when the following conditions are all met:
(1)the Company has legal right to offset recognized amount and the right is enforceable;
(2)the Company plans to settle on a net basis, or simultaneously realize the financial assets and settle the financial
liabilities.
11. Account receivable
(1) Account receivable with single significant amount and withdrawal single item bad debt provision
Determine basis or amount standards for single significant
Account with single significant amount not less than RMB 1 million
amount
Conducted impairment testing separately, balance between the
Withdrawal method for bad debt provision of account receivable
present value of future cash flow and its carrying value, bad debt
with single significant amount:
provision withdrawal and reckoned into current gains/losses.
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(2) Accounts receivable whose bad debts provision was accrued by combination of credit risk
characteristics portfolio
Combination Methods on withdrawal of bad debt provision
Age combination Age analysis method
No risk portfolio Other method
Related party combination in combined range Other method
Accrued for provision of bad debt by aging analysis method in portfolio:
√ Applicable □Not-applicable
Account age Rate for receivables Rate for other receivables
Within one year (one year included) 5.00% 5.00%
1－2 years 20.00% 20.00%
2－3 years 50.00% 50.00%
Over 3 years 100.00% 100.00%
In combination, withdrawal proportion of bad debt provision based on balance proportion:
□ Applicable √ Not-applicable
In combination, withdrawal proportion of bad debt provision based on other methods
□ Applicable √ Not-applicable
(3) Accounts receivable with single significant amount and bad debts provision accrued individually
There is an objective evidence of impairment which is probably
about to occurred, such as revocation from the debtor,
Reasons for withdrawal single item bad debt provision bankruptcy or dead, and still able to recover after liquidated by
the bankruptcy property or heritage as well as serious insufficient
cash flow etc.
For those account receivable with objective evidence of
impairment been found, separated them from the relevant groups
for impairment testing independently, and impairment losses
Withdrawal method for bad debt provision
shall recognized and withdrawal bad debt reserves on the
difference between the present values of estimated future cash
flow which is lower than its carrying value,
12. Inventories
1. Classification of inventories
Inventories are categorized into development cost, development products, relocation housing animals & plants
aquaculture plant products, finished goods of polythylene and low value consumables etc.
2. Valuing of inventory
The Company adopts the historical cost for obtaining or the planned cost to value the inventory according to its
actual situation, and specific identification method for the development projects.
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3. Confirmation of net realizable value for the inventory and provision for inventory impairment
Making an overall check of the inventory at end of the year, withdrawal the lower one according to the cost or the
net realizable value, or adjusted the provision for inventory impairment. Withdrawal the impairment provisions
for the single inventory at end of the year.
In case the influencing factor for write-down of the inventory values has disappeared, the amount which has been
written down can be recover, and shall switch back within the inventory falling price reserves which has been
accrual originally, the amount switch back shall reckoned into current gains/losses.
4. Inventory System
Perpetual inventory system
5. Low-value consumables are amortized on one-off amortization method
6. Relocation housing refers to the house for turnover purpose to arrange for relocation of residents, and
amortized evenly in 50 years.
7. Calculation method of the lands for development purpose
As for the pure land development project, the costs constitute costs of the land development; the project develops
along with the real estate, costs with clear burden of objects shall split into commercial house costs with actual
area.
8. Calculation method of the expenses of public supporting facilities
Public supporting facilities cannot be transfer with compensation: reckoned into commercial house costs by the
benefit ratio;
Public supporting facilities can transfer with compensation: take all supporting facilities as the cost calculation
subject, summarize the costs occurred.
13. Classified as assets held for sale
1. Recognition criteria of assets held for sale
The Company’s component (or non-current asset) will recognize as held-for-sale while satisfied the followed
conditions simultaneously:
(1) the component can be promptly sold at its existing status only according to the practice terms in connection
with disposal of this kind of assets;
(2) the Company has already made resolution on disposal of such component, such as approved by shareholders in
line with regulations, have already approved by general meeting or relevant authority;
(3) the Company entered into irrevocable transfer agreement with the transferee;
(4) and this transfer will be completed within one year.
2. Accounting for assets held for sale
The company will adjust the predicted net residual value of the held for sale fixed assets so that the predicted net
residual value can reflect its fair value minus the costs of disposal, but the predicted net residual value should not
exceed the book value of the fixed asset when it was recognized as held for sale. If the book value is higher, the
difference between them should be charged into profit or loss for the current period as asset impairment loss.
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Fixed assets held for sale shall not be depreciated or amortized, and is measured at carrying value and fair value
less costs of disposal (whichever is lower).
Other non-current assets like equity investments and intangible assets satisfying condition for held for sale should
be accounted for as shown above, other than deferred income tax assets, financial assets under Business
Accounting Standard No. 22-Measurement and Recognition of Financial Instruments, investment property
measured at fair value, biological assets, and rights from insurance contract.
14. Long-term equity investment
1. Recognition of investment cost
(1) As for the long-term equity investment formed from business combination under the same control, accounting
policy found in (IV) Accounting method for busines combination (not) under the same control of Note IV
(2) Long-term equity investment obtained by other means
For long-term equity investments obtained through payment with cash, then the actual payment shall be viewed as
initial investment cost. Initial investment cost including the expenses, taxes and other necessary costs that directly
concerned with the long-term equity investment that acquired.
For long-term equity investments obtained through issuance of equity securities, then the fair value of such
securities shall be viewed as initial investment cost; for transaction expenses from issuing or own equity
instrument acquired, it can be deducted from the equity when such expenses attributable directly to equity
transaction.
Under the precedent condition that non-monetray assets exchanges are featured with commercial nature and fair
values of exchange-in or exchange-out assets can be reliably measured, long-term equity investment exchange-in
through non-monetary assets exchange shall be recognized with initial investment cost on the basis of the fair
value of the assets exchange-out, unless there is obvious evidence showing that fair value of exchange-in assets is
more reliable; as for non-monetray assets exchanges not satisfying such precedent condition, initial investment
cost of exchange-in long-term equity investment falls to the carrying value of exchange-out assets and relevant
taxes payable.
For long-term equity investments obtained through debt reorgnization, its initial investment cost is recognized
based on fair value.
2. Subsequent measurement and recognition of gains and losses
(1) Subsequent measurement
(1) Cost method
The long-term equity investment control by invested entity shall counted by cost method, and pricing on initial
investment cost, cost of the long-term equity investment shall be adjusted while additional investment or
dis-investment.
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Other than payment actually paid for obtaining investment or cash dividend or profit included in consideration
which has been declared while not granted yet, the Company recognizes investment income according to its share
in the cash dividend or profit declared for grant by the invested unit.
(2)Equity method
The Company calculates long term equity investment in associates and joint ventures under equity method. For
certain equity investments in associates indirectly held through risk investment institutions, joint funds, trust
companies or similar entities including investment linked insurance fund, the Company measures the investment
at fair value through profit or loss.
where the initial investment cost of a long-term equity investment exceeds the Group’s share of the fair value of
the investee’s identifiable net assets at the time of acquisition, no adjustment is made to the initial investment cost.
Where the initial investment cost is less than the Group’s share of the fair value of the investee’s identifiable net
assets at the time of acquisition, the difference is recognized in profit or loss for the period.
Return on investments and other comprehensive income is recognized respectively by shares of net gains and
losses realized by the invested company and other comprehensive income after acquisition of long-term equity,
and book value of such investment is adjusted accordingly. Profit or cash dividends pro rata distributed by the
invested company are to minus book value of the relative long-term investment. Book value of long-term
investment is adjusted when changes occur other than net gains and losses, other comprehensive income and
profit distribution of the invested company, and is to reported in owners’ equity accordingly
The Company should recognized net profit of invested unit after adjustment, based on fair value of vary
identifiable assets of invested unit while obtained investment, while recognized net profit or net losses of invested
units that should be enjoy by investment enterprise. the un-realized transaction gains/losses attributable to
investment enterprise, internally occurred between the Company, affiliated units and joint-ventures should
calculated by proportion of shares-holding which should be offset, than recognized investment gains/losses.
When the Company is confirmed to share losses of the invested units, the following order shall prevail for
disposal: first of all, offset carrying value of long-term equity investment. Second, for long-term equity investment
whose carrying value is not enough for offset, investment loss should be continued to recognize within the limit of
carrying value of other long-term equity which substantially forms net investment to invested units, to offset
carrying value of long-term items receivable. At last, after the aforesaid treatment, if enterprise still bears
additional duties according to investment contract or agreement, projected liabilities are recognized in accordance
to the the obligations which are expected to undertake, and then recorded in current gains and losses.
In the event that the invested unit realizes profit in later periods, the Company will adopt disposal adversed to the
above order after deduction the unrecognized share of loss, i.e. write off the carrying value of the recognized
projected liabilities, recover carrying value of long-term equity which substantially forms net investment to
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invested unit and long-term equity investment, and recognize investment income at the same time.
3. Transfer of calculation for long term equity investment
(1)measure at fair value transfer to equity method
For the equity investment originally held by the Company in which it has no control, common control or
significant influence over the investee and which is accounted for under recognition and measurement principle as
financial assets, in case that the Company becomes able to exercise significant influence or common control upon
the investee due to additional investment while no control is reached, the sum of fair value of the originally held
equity investment as determined under Business Accounting Principles No.22- Recognition and Measurement
Principle as Financial Assets plus cost of the new investment shall be deemed as the initial investment cost upon
calculation under equity method.
If the originally held equity investment is classified as available for sale financial assets, the difference between its
fair value and carrying value and the accumulated fair value movement which is originally included in other
comprehensive income shall be transferred to current period gains and losses under equity method.
In case that the initial investment cost under equity method is lesser than share of fair value of the investee’s net
identifiable assets as of the date when additional investment is made as calculated based on the latest shareholding
proportion upon additional investment, carrying value of the long term equity investment shall be adjusted against
such difference which is included in current period non-operating income.
(2) measure at fair value or calculation under equity method transfer to calculation under cost method
For the equity investment originally held by the Company in which it has no control, common control or
significant influence over the investee and which is accounted for under recognition and measurement principle as
financial instrument, or for long term equity investment originally held in associates or joint ventures, in case that
the Company becomes able to exercise control over investee not under common control due to additional
investment, the sum of fair value of the originally held equity investment plus cost of the new investment shall be
deemed as the initial investment cost upon calculation under cost method when preparing separate financial
statement.
For other comprehensive income as recognized under equity method in respect of equity investment held prior to
acquisition date, when the Company disposes this investment, the aforesaid income shall be accounted for on the
same basis as the investee would otherwise adopt when it directly disposes relevant assets or liabilities.
For equity investment held prior to acquisition date which is accounted for under Business Accounting Principles
No.22- Recognition and Measurement of Financial Assets, the accumulated fair value movement which originally
included in other comprehensive income shall be transferred to current period gains and losses upon calculation
under cost method.
(3)calculation under equity method transfer to fair value measurement
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In case that the Company lost common control or significant influence upon investee due to disposal of part equity
investment, the remaining equity investment shall be calculated under Business Accounting Principles No.22-
Recognition and Measurement of Financial Assets, and the difference between its fair value and carrying value as
of the date when the Company lost common control or significant influence shall be included in current period
gains and losses.
For other comprehensive income as recognized under equity method in respect of the original equity investment,
when the Company ceases calculation under equity method, the aforesaid income shall be accounted for on the
same basis as the investee would otherwise adopt when it directly disposes relevant assets or liabilities.
(4)cost method transfer to equity method
In case that the Company lost control upon investee due to disposal of part equity investment, and if the remaining
equity investment can exercise common control or significant influence over the investee, equity method shall be
adopted when preparing separate financial statement, and the remaining equity investment shall be adjusted as if it
had been stated under equity method since the acquisition.
(5)cost method transfer to fair value measure
In case that the Company lost control upon investee due to disposal of part equity investment, and if the remaining
equity investment cannot exercise common control or significant influence over the investee, Business Accounting
Principles No.22- Recognition and Measurement of Financial Assets shall be adopted for accounting treatment
when preparing separate financial statement, and the fair value and carrying value as of the date when control is
lost shall be included in current period gains and losses.
4. Disposal of long term equity investment
Difference between carrying value and actual acquisition price in respect of disposal of long term equity
investment shall be included in current period gains and losses. For long term equity investment under equity
method, the Company shall adopt the same basis as the investee directly disposes relevant assets or liabilities
when disposing this investment, and account for the part originally included in other comprehensive income under
appropriate proportion.
If the terms, conditions and economic impact of each transaction involved in the disposal by steps of investment
in subsidiaries fall into one or more of the following situations, such transactions will be accounted for as a
package deal:
(1) such transactions are entered into simultaneously or in the case of considering the impact of each other;
(2) such transactions as a whole in order to reach a complete commercial results;
(3) the occurrence of one transaction is subject to that of at least one other transaction;
(4) a transaction alone is not economic, but otherwise when considered with other transactions.
Enterprises that lose control of their original subsidiaries due to the disposal of partial equity investment or
otherwise, and therefore disqualify a package deal, should prepare the relevant accounting treatment in
differentiation with individual financial statements and consolidated financial statement:
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(1)in separate financial statement, as for disposal of equity interest, difference between carrying value and actual
acquisition price shall be included in current period gains and losses. In case that the remaining equity interests
can exercise common control or significant influence over investee, it shall be stated under equity method in stead,
and shall be adjusted as if the remaining equity interests had been stated under equity method since the acquisition.
In case that the remaining equity interests cannot exercise common control or significant influence over investee,
it shall be accounted for under Business Accounting Principles No.22- Recognition and Measurement Principle of
Financial Instruments, and the difference between its fair value and carrying value as of the date then the
Company lost control shall be included in current period gains and losses.
(2)in consolidated financial statement, for those transactions occurred before lost of control in subsidiaries, the
difference between disposal price and share of net assets of subsidiaries since purchase date or combination date
shall be used to adjust capital reserve (equity premium), and if capital reserve is insufficient to offset, then it shall
adjust retained earnings; when the Company lost control in a subsidiary, the remaining equity interests would be
re-measured at the fair value as of the control-lost date. The sum of consideration gained from the disposal of
equity and the fair value of remaining equity minus the share of net assets of original subsidiaries since the day of
purchase and based on its original shareholding ratio is credited into investment gain for the current period, and
off-set the goodwill at the same time. Other comprehensive income in relation to equity investments of original
subsidiaries should be transferred to investment gain for the period at the time of loss of control.
Each transaction involved in the disposal of equity investments of subsidiaries until loss of control falls into a
package deal, carrying accounting treatment on transaction of losing control rights and disposing the company,
and should be accounted for accordingly in differentiation with individual financial statements and consolidated
financial statements:
(1) In consolidated financial statements, difference between each payment from disposal of an equity and the book
value of such long-term equity investment before the loss of control should be recognized as other comprehensive
income and at the time of loss of control, transferred to profit or loss for the current period.
(2) In consolidated financial statements, difference between each payment from disposal of a subsidiary and the
share of its net assets through investment before the loss of control should be recognized as other comprehensive
income and at the time of loss of control, transferred to profit or loss for the current period.
5. Criteria for common control and significant influence
Where the Company jointly controls an arrangement with other participators under agreed terms, and decisions
which materially affect return of such arrangement can only exist when other participators unanimously agree on
the decisions, the Company is deemed to jointly control this arrangement with other participators, and the
arrangement belongs to joint venture arrangement.
In case of a joint venture arrangement concluded through separate entity, when the Company is judged to be
entitled to the net assets of the separate entity under relevant agreements, the entity shall be viewed as a joint
venture under equity method. However, when the Company is judged to be not entitled to the net assets of the
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separate entity under relevant agreements, the entity shall be viewed as a joint operation, in which case, the
Company recognizes items relating to its share of interests from the joint operation and accounts for according to
relevant business accounting rules.
Significant influence refers to that investor has right to participate in making decisions relating to the financial and
operational policies of the investee, while not able to control or jointly control (with others) establishment of these
policies. The following one or more conditions are based to judge whether the Company has significant influence
over investee with consideration of all facts and situations: (1)has delegate in the board of directors or similar
authority organs of investee; (2)participate in establishing financial and operational policies of the investee;
(3)occur material transactions with the investee; (4)delegate management to the investee; (5)provide key technical
data to the investee.
15. Investment real estate
Measurement model of investment real estate
Measure by cost
Depreciation or amortization method
Investment real estate is defined as the real estate with the purpose to earn rent or capital appreciation or both,
including the rented land use rights and the land use rights which are held and prepared for transfer after
appreciation, the rented buildings.
The investment property of the Company is accounted at its cost. Cost of investment property purchased from the
external sources includes purchase payment, related taxes and other expenditures which can be directly
attributable to such assets; Cost of investment property constructed by the Company comprise of the necessary
expenditure occurred during the construction for reaching the condition of planned use.
Consequent measurement of investment estate shall be measured by cost method. Depreciation and amortization
are provided to the buildings and land use right pursuant to the predicted service life and net rate of salvage value.
The predicted service life and net rate of salvage value and annual depreciation (amortization) are listed as
follows:
Type Expected operating life Predicted rate of net salvage Depreciation(amortizati
(year) value on) rate per annum
Land Use Right 50 0%-10% 1.80%-2.00%
House and buildings 20-28 0%-10% 3.56%-4.50%
When investment real estate turns to be used by holders, it shall switch to fixed assets or intangible assets
commencing from the date of such turning. And when self-used real estate turns to be leased out for rental or
additional capital, the fixed assets or intangible assets shall switch to investment real estate commencing from the
date of such turning. In situation of switch, the carrying value before the switch shall be deemed as the credit
value after the switch.
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Indication of impairment is assessed, the recoverable amount shall be estimated and the impairment shall be
recognizing while the recoverable amount lower than its book value.
Impairment loss once recognized shall not be reversed.
When investment is disposed, or out of utilization forever and no economic benefit would be predicted to obtain
through the disposal, the Company shall terminate recognition of such investment real estate. The amount of
income from disposal, transfer, discarding as scrap or damage of investment real estate after deducting the asset’ s
carrying value and relevant taxation shall be written into current gains and losses.
16. Fixed asset
(1) Recognition
Fixed assets is defined as the tangible assets which are held for the purpose of producing goods, providing
services, lease or for operation & management, and have more than one year of service life. Fixed assets should be
recognized for qualified the followed conditions at the same time:
(1) It is probable that the economic benefits associated with the assets will flow into the Company; and
(2) The cost of the assts can be measured reliably.
(2) Depreciation method
Category Depreciation method Estimated useful life Estimated residual rate Annual depreciation rate
Houses and buildings Straight-line depreciation 20-28 5% 3.39%-4.75%
Machinery equipment Straight-line depreciation 4-5 5% 19.00%-23.75%
Transportation
Straight-line depreciation 5-20 5% 4.75%-19.00%
equipment
Other equipment Straight-line depreciation 3-5 5% 19.00-31.67%
(3) Basis of asserting, pricing and depreciation method on fixed assets under financing lease
A fixed asset leased by the Company is recognized as the fixed asset held under finance lease if one or more of the
following criteria is met:
(1) Upon the expiry of the lease term, the ownership is transferred to the Company.
(2) the Company has the option to purchase the asset at a predetermined price that is expected to be sufficiently
lower than the fair value at the date the option becomes exercisable and it is reasonably ascertained at the
inception of lease that the option will be exercised.
(3) the lease term approximates the useful life of the relevant asset even if the ownership is not transferred.
(4) at the inception of the lease, the present value of the minimum lease payments is substantially equivalent to the
fair value of the leased asset.
(5) the leased assets are of such a specialized nature that only the Company can use them without major
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modification.
A fixed asset held under finance lease is initially recognized at the lower of fair value of the leased asset and the
present value of the minimum lease payments, while the amount of the minimum lease payments will be
recognized as the entry value of long-term account payable, the difference between them will be recognized as
unrecognized financing costs. The initial direct costs such as commissions, attorney’s fees, travelling expenses,
stamp duties attributable to the leased item incurred during the process of lease negotiating and signing the leasing
agreement shall be recorded in the asset value. Unrealized finance costs will be amortized using actual interest
rate method over each period during the lease terms.
The Company adopts depreciation policies for leased assets consistent with those of self-owned fixed assets for
the purpose of calculating the depreciation of a leased asset. If it is reasonable to be certain that the lessee will
obtain the ownership of the leased asset when the lease term expires, the leased asset shall be fully depreciated
over its useful life. If it is not reasonable to be certain that the lessee will obtain the ownership of the leased asset
at the expiry of the lease term, the leased asset shall be fully depreciated over the shorter one of the lease term or
its useful life.
17. Construction in process
1. Classification of constructions under progress
The constructions under progress of the Company are accounted for by fund project.
2. Standard and point of time for construction in process carrying forward to fixed assets
Fixed asset is booked with the entire expenditures occurred in the construction in process till it arrives at predicted
state for use. For those constructions in process of fixed assets which have already arrived at the predicted state
for use, while still with absence of completion settlement, they shall be carried forward to fixed assets at the
estimated value based on engineering budget, construction cost or actual cost commencing from the date of arrival
of the predicted state for use. Meanwhile, they shall be also subject to the depreciation policies applicable to fixed
assets of the Company for provision of depreciation. Once completion settlement is made, the original temporary
estimated value shall be adjusted at the effective cost. However, the original provision of depreciation remains
unchanged.
3. Impairment test and impairment provision for construction in process
The Company determines whether there is evidence of impairment that may occur upon construction in progress
at end of each period.
If there is indication of impairment of construction in progress, the Company shall estimate its recoverable
amount. The recoverable amount is to be determined by the higher between the net price of the fair value of
construction in progress after subtracting costs of disposal and the present value of expected future cash flow from
construction in progress.
When the recoverable amount of construction in progress is below their book value, the book value of
construction in progress shall be written down to its recoverable amount, and the amount of write-down shall
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recognized as impairment loss of construction in progress, and included into current profits and losses. At the
same time, the provision for depreciation of construction in progress shall be accrued.
After the recognition, the impairment loss of construction in progress shall not be reversed in subsequent
accounting period.
If there are indications showing that impairment of certain construction in progress is possible, the Company shall
estimate its recoverable amount based on individual construction. If difficult to do so, the Company shall
determine the recoverable amount of the assets group on basis of the asset groups to which the construction in
progress belongs.
18. Borrowing expenses
1. Recognition of the borrowing expenses capitalization
Borrowing expenses that attributed for purchasing or construction of assets that are complying with capitalizing
conditions start to be capitalized and counted as relevant assts cost; other borrowing expenses, reckoned into
current gains and losses after expenses recognized while occurred.
Assets satisfying the conditions of capitalization are those assets of fixed, investment real estate etc. which need a
long period of time to purchase, construct, or manufacturing before becoming usable.
Capitalizing for borrowing expenses by satisfying the followed at same time:
(1) Assets expense occurred, and paid as expenses in way of cash, non-cash assets transfer or debt with interest
taken for purchasing, constructing or manufacturing assets that complying with capitalizing condition;
(2) Borrowing expenses have occurred;
(3) Necessary activities occurred for reaching predicted usable statues or sale-able status for assets purchased,
constructed or manufactured.
2. Period of capitalization
Capitalizing period was from the time star capitalizing until the time of suspended capitalization. The period for
borrowing expensed suspended excluded in the period.
If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalization
reached its predicted usable status or sale-able status, capitalization suspended for borrowing expenses.
If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalization
completed projects and usable independently for part of the projects, borrowing expenses for this kind of assts
shall suspended capitalization.
If the assets have been completed in every part, but can be reached the useful status or sale-able status while
completed entirely, the borrowing expense shall be suspended for capitalization while the assets completely
finished in whole.
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3. Period of suspended
If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalization is
suspended abnormally for over 3 months, capitalizing of borrowing expenses shall be suspended; the suspended
assets that satisfying the conditions of capitalization meets the necessary procedure of reaching predicted usable
status or sellable status, capitalizing of borrowing expenses shall be resumed. The borrowing expenses occurred
during the period of suspended shall reckon into current gains and losses until the purchasing, construction, or
manufacturing process is resumed for capitalizing.
4. Calculation for capitalization amount
Interest expenses practically occurred at the current term of a special borrowing are capitalized after deducting of
the bank saving interest of unused borrowed fund or provisional investment gains
Capitalization amounts of common borrowings are decided by the weighted average of exceeding part of
accumulated asset expenses over the special borrowing assets multiply the capitalizing rate of common
borrowings adopted. Capitalization rates are decided by the weighted average of common borrowings.
For those expenses with discount or premium, determined the amortizable discount or premium in every fiscal
year by effective interest method, than adjusted interest amount in every period
19. Biological assets
The biological assets of the Company refer to consumptive biological assets and productive biological assets. The
consumptive biological assets including young and livestock etc., productive biological assets including eggs etc.
Biological assets are recognized upon satisfaction of the following conditions:
(1) the company owns or controls the biological asset due to the past transaction or proceeding;
(2) the economic benefits or service potential related to the biological assets are likely to flow into the company;
(3) cost of the biological assets can be measured reliably.
Acquisition and disposal of biological assets: cost of biological assets upon change of use is determined based on
the carrying value when use changes; the disposal income arising from disposal, damage or inventory losses of
biological assets less the carrying value and related taxes shall be recorded in current profit and loss.
The productive biological assets are initially measured according to the cost. The cost of the outsourcing
productive biological assets includes purchase cost, related taxes and dues, transportation charge, insurance
expenses and other expenses directly belonging to the purchase of this asset. The book value of the productive
biological assets of the investors is measured by adding the value on the investment contract or the value
stipulated by agreement to the payable taxes and dues, but if the contract or agreement appoints the value as unfair,
the actual cost is determined by the fair value. The cost of the progenitive productive biological assets is
determined according to the necessary expenses occurred before achieving the anticipated production and
management purposes, including the feed cost, labor cost and indirect expenses to be shared, etc.
The closing or the management and feeding costs occurred after achieving the predetermined production and
management purposes of the productive biological assets of the Company are reckoned in the current profit and
loss.
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The Company withdraws and depreciates the productive biological assets, and the depreciation adopts the
straight-line depreciation method. The Company determines its service life and anticipated net residual value
according to the nature and service condition of the productive biological assets and the anticipated
implementation way of the related economic interests. At the end of the year, the Company re-checks the service
life, anticipated net residual value and depreciation method of the productive biological assets, and adjusts
correspondingly if it differs from the original assessment.
The expected service life, anticipated net residual value and yearly depreciation of the productive biological assets
of the Company are as follows:
Category Estimated useful life (Year) Estimated residual rate Annual depreciation rate
Eggs 1 5% 95%
Sheep and pigs 3 5% 31.67%
On balance sheet date, the Company measures the productive biological assets in accordance with the lower one
of its book value and the recoverable amount, withdraws the provision for impairment of productive biological
assets according to the balance between the book value and the recoverable amount of the single assets. The
impairment loss of the productive biological assets cannot be reversed in the subsequent accounting periods once
recognized.
Gain and disposal of the biological assets: The cost of the biological assets after changing the purposes are
recognized according to the book value at the time when changing the purposes; when the biological assets being
sold, damaged or having inventory losses, reckon the balance after deducting the book value and related taxes and
dues from the disposal consideration in the current profit and loss.
20. Intangible assets
(1) Pricing method, service life and impairment test
An intangible asset is an identifiable non-monetary asset without physical substance owned or controlled by the
Company, including land use right and non-patented technology etc.
a. Initial measurement of intangible assets
For those intangible assets purchased from outside, the purchase value, relevant taxes and other payments
attributable to predicted purpose obtained should recognized as cost for this assts. For those purchased amount
that paid overdue exceeded the normal credit condition, owns financing natures actually, the cost should be
recognized based on the current value while purchased
As for the intangible assets acquired from the debtor in debt restructuring for the purpose of settlement of debt, the
fair value of the intangible assets shall be based to determine the accounting value. The difference between the
carrying value of restructured debt and the fair value of the intangible assets use for settlement of debt shall be
recorded in current gains and losses.
With the preceding conditions that non-monetary assets exchange has commerce nature and the fair value of the
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assets exchanged in or out can be measured reliably, the intangible assets exchanged in through non-monetary
assets exchange are accounted at the value based on the fair value of assets exchanged out, unless there is obvious
evidence showing the fair value of assets exchanged in is more reliable; for non-monetary assets exchange not
qualifying for the preceding conditions, the carrying value of assets exchanged out and related taxes payable shall
be viewed as the cost of intangible assets exchanged in, without recognition of gains and losses.
Intangible assets obtained by means of enterprise mergered under common control, recognized book-keeping
value by the book value of mergered party; Intangible assets obtained by means of enterprise mergered under
different control, recognized book-keeping value by the its fair value.
For those cost of intangible assets development internally including: the used materials, labor cost and register
charge for development; amortization for other patent and concession used and interest expense satisfying the
capitalization condition during process of development; other directly expense before reached its predated useful
purpose.
b. Subsequent measurement
Analysis and determined the service life for intangible assts while obtained. And calssified into intangible assets
with limited useful life and assets without certain service life
(1) Intangible assets with limited useful life
Those intangible assets with limited useful life are evenly amortized on straight basis from the date when they
become useable to the end of expected useful life. Particular about the estimation on intangible assets with limited
service life:
Item Predicted useful life Basis
Patent right, trademark right, non-patents 5-year Within the terms of contractual rights or other
and outsourcing software statutory rights
Land use right 50-year Within the terms of contractual rights or other
statutory rights
At end of year, revising will be performed on the useful life of intangible assets with limited useful life and the
methods of amortizing.
Being revised, the useful life of intangible assets and amortization method at period-end shows the same as
previous
(2)Criterion for intangible assets without certained service life
Intangible assets for which it is impossible to predict the term during which the assets can bring in economic
benefits are viewed as intangible assets with indefinite life.
Intangible assets with indefinite life are not amortized during the holding period, and useful life is re-reviewed at
the end of each accounting period. In case that it is still determined as indefinite after such re-review, then
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impairment test will be conducted continuously in every accounting period.
At end of year, revising will be performed on the useful life of intangible assets with uncertain life
The Company has no such intangible assets without certained service life after review.
(2) Accounting policy for expenditure of internal R&D
1. Detail standard for classification on research stage and exploitation stage
Research stage: stage of the investigation and research activities exercising innovative-ness for new science or
technology knowledge obtained and understanding.
Exploitation stage: stage of the activities that produced new or material advance materials, devices and products
that by research results or other knowledge adoption in certain plan or design before the commercial production or
usage.
The expenditure of the research stage in R&D project internally shall reckon into current gains and losses while
occurred.
2. Standards for capitalization satisfaction of expenditure in exploitation state
Intangible assets recognized for expenditure in exploitation stage by satisfying the followed at same time:
(1) Owes feasibility in technology and completed the intangible assets for useful or for sale;
(2) Owes the intention for completed the intangible assets and for sale purpose;
(3) Way of profit generated including: show evidence that the products generated from the intangible assets owes
a market or owes a market for itself; if the intangible assets will use internally, than show evidence of useful-ness;
(4) Possess sufficient technique, financial resources and other resources for the development of kind of intangible
assets and has the ability for used or for sale;
(5) The expenditure attributable to the exploitation stage for intangible assets could be measured reliably.
21. Impairment of long term assets
Long term asset is judged whether for which there is indication of impairment on balance sheet date. If there is
indication of impairment, the Company would estimate its recoverable amount based on single asset; if it is
difficult to estimate the recoverable amount of single asset, then the assets group which the single asset belongs to
is based to determine the recoverable amount of the assets group.
Recoverable amount of an asset is determined at the higher of its fair value less disposal fee and present value of
its predicted future cash flow.
If measurement of recoverable amount shows that the recoverable amount of long term asset is lower than
carrying value, then the carrying value shall be deducted to recoverable amount, with the deducted amount
recognized as impairment loss which is included in current period gains and losses, meanwhile, asset impairment
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provision shall be made accordingly. Once recognized, asset impairment loss would not be reversed in future
accounting period.
Once an asset is recognized for impairment loss, its depreciation or amortization expense would be adjusted in
future periods, so as to systematically allocate the adjusted asset carrying value (after deduction of predicted net
residual value) during the remaining useful life.
Goodwill arising from business combination and intangible assets with indefinite useful life shall be tested
annually for impairment whether or not there is indication of impairment.
Goodwill is tested for impairment with the related assets group. When conducting impairment test for relevant
asset group with inclusion of goodwill, in case that there is indication of impairment for such asset group,
impairment test would be firstly conducted in respect of the asset groups without inclusion of goodwill. Then, it
shall calculate the recoverable amount and determine the corresponding impairment loss as compared to its
carrying value. Second, asset group with inclusion of goodwill would be tested for impairment. If it is found after
comparison between the carrying value and recoverable amount of the asset group that the recoverable amount is
less than carrying value, the Company would recognize impairment loss for goodwill.
22. Long term prepaid expense
1. Amortization method
Long term prepaid expense represents the expense which the Company has occurred and shall be amortized in the
current and later periods with amortization period exceeding one year. Long term prepaid expense amortized on
straight-line method by stages in benefit period.
2. Amortization term
Amortized equally during the benefit period for those long-term expenses whose has a defined benefit period, for
those without a defined benefit period, amortized equally within 5 years.
23. Staff remuneration
(1) Accounting treatment of short-term remuneration
Short term remuneration refers to all the staff remuneration payable by the Company to its staff within 12 months
after the end of annual reporting period in which staff provides relevant services, other than post office benefit and
dismissal benefits. The Company recognizes short term remuneration payables as liabilities during the accounting
period during which staff provides services, and includes in cost and expense of relevant asset according to the
beneficial parties of such services.
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(2) Accounting treatment of post office benefits
Post office benefits refer to kinds of remuneration or benefits granted by the Company to staff for their provision
of service upon retirement or release of employment, other than short term remuneration and dismissal benefits.
Post benefit plan is categorized as defined withdraw plan and defined benefit plan.
Defined withdraw plan under post office benefit mainly represents participation into social basic pension
insurance and unemployment insurance operated by labor and social security authorities. During the accounting
period when employee provides services for the Company, the contribution calculated under defined withdraw
plan would be recognized as liabilities and included in current gains and losses or relevant asset cost.
Defined benefit plans for post-employment benefits are primarily a clear and standard outside-plan welfare to pay
the retirees and pay the living expenses for the deceased employees’ family members. For the obligation assumed
in the defined benefit plans, the independent actuaries will accurately calculate by using the expected cumulative
actuarial unit credit method on the balance sheet date, attribute the benefit obligations arising from defined benefit
plan to the period of employee providing services, and include in the current profit or loss or associated asset cost,
thereinto, unless other accounting standards require or allow the employee benefits costs to be included in the
asset cost, the service costs of defined benefit plans and the net interest of net indebtedness and net assets of
defined benefit plans should be included in the current profit and loss in the current occurrence period; changes in
the net indebtedness and net assets of re-measured defined benefit plans should be included in the other
comprehensive income in the current occurrence period, and are not allowed to switch back to profit and loss in
the follow-up accounting period.
(3) Accounting treatment of dismissal benefit
Dismissal benefit represents compensation paid to employees for release of employment before expiration or as
compensation for their willing of cut, If the Company cannot recall the dismissal unilaterally or
re-organization-related costs with dismissal benefit involved in cutting down, the liability arising from
compensation for recognition of labor relationship released, reckoned into current gains/losses at the same time.
(4) Accounting treatment of other long term staff benefits
Other long-term employee benefits refer to all other employee benefits except for short-term remuneration,
post-employment benefits, and dismissal welfare.
For the other long-term employee benefits in line with the conditions of defined contribution plans, the deposit
amount will be recognized as liabilities during the accounting period when employees provide services to the
Company, and included in the current profit and loss or related asset cost; for other long-term employee benefits
except for above-mentioned situation, the independent actuaries (according to their actual situation) will
accurately calculate by using the expected cumulative actuarial unit credit method on the balance sheet date,
attribute the benefit obligations arising from defined benefit plan to the period of employee providing services,
and include in the current profit or loss or associated asset cost.
24. Accrual liability
When the Company is involved in proceedings, debt guarantees, onerous contracts and reorganization events, if
such events may require delivery of assets or rendering of services in the future and the amounts of such events
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can be reliably measured, accrued liabilities are recognized.
1. Recognition criteria of accrued liability
The Company recognizes the accrued liabilities when obligations related to contingencies satisfy all the following
conditions:
-- This obligation is a present obligation of the Company;
-- The performance of such obligation is likely to result in outflow of economic benefits from the Company; and
-- The amount of the obligation can be measured reliably.
2. Method of measuring of accrued liabilities
Accrued liabilities shall be initially measured at the best estimate of the expenditure required to settle the related
present obligation.
The Company, when determining the best estimate, has had a comprehensive consideration of risks with respect to
contingencies, uncertainties and the time value of money. If the time value of money is significant, the best
estimate shall be determined after discounting the relevant future outflow of cash.
The best estimate will be dealt with separately in the following circumstances:
The expenses required have a successive range (or band), in which the possibilities of occurrence of each result
are the same, and the best estimate should be determined as the middle value for the range, i.e. the average of the
upper and lower limit.
The expenses required does not have a successive range (or band), or although there is a successive range (or
band), the possibilities of occurrence of each result are not the same, if the contingency is related to individual
item, the best estimate should be determined as the most likely amount; where the contingency is related to a
number of items, the best estimate should be calculated and determined according to the possible results and the
relevant possibilities.
When all or part of the expenses necessary for the settlement of an estimated liability of the Company is expected
to be compensated by a third party, the compensation should be separately recognized as an asset only when it is
virtually certain that the compensation will be received. The amount recognized for the compensation should not
exceed the book value of the estimated liability.
25. Share-based payment
1. Category of share-based payment
Share-based payment of the Company divided into share-based payment settled by equity and by cash
2. Determination of fair value of equity instruments
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If there is an active market for an equity instrument granted such as share option, the quoted price in the active
market is used to establish the fair value of the equity instrument. If there is no active market for the equity
instrument granted such as share option, the option pricing model is used to determine the fair value. Option
pricing model is elected after taking into account the following factors: (1)exercise price of the option;
(2)effective period of the option; (3)prevailing price of the subject shares; (4)predicted fluctuation rate of share
prices; (5)predicted dividend of shares; (6)risk-free interest rate of the option in effective period.
When determining fair value of equity instruments on the date of grant, influences from market conditions among
conditions available for exercising rights and those not available for exercising rights as provided in share-based
payment agreement should be considered. If there is condition not available for exercising rights in respect of
share-based payment, cost expenses attributable to services received can be recognised provided that employees
or other parties satisfy all the non-market conditions among conditions available for exercising rights (such as
service term).
3. Bases for determining the best estimate for exercisable equity instruments
On each balance sheet date during the vesting period, best estimate shall be made based on the latest available
information on change of employees who are entitled to exercise right, and number of exercisable equity
instruments shall be amended accordingly. On exercise date, number of the final predicted exercisable equity
instruments shall accord to the actual number of exercisable instruments.
4. Accounting for implementation, amendment or termination of share-based payment plan
Equity-settled share-based payment is measured at fair value of equity instruments granted to staff. For equity
instruments which are exercisable immediately upon grant, they are included in relevant costs or expenses at fair
value of the instruments as of the date of grant, with increase of capital reserve accordingly. For instruments for
which exercise is conditional upon completion of service in vesting period or satisfaction of required results,
services received in current period are included in relevant costs or expenses and capital reserve at the fair value
of the equity instrument as of the date of grant based on the best estimate of the numbers of exercisable equity
instruments on each balance sheet date during the vesting period. Recognized relevant costs or expense and total
owners’ equity will not be adjusted after the exercise date.
The cash-settled share-based payment shall be measured at the fair value of liabilities identified on the basis of
shares or other equity instruments undertaken by the Group. For the instruments that may be exercised
immediately after the grant, the fair value shall, on the date of the grant, be recognized in relevant costs or
expenses and the liabilities shall be increased accordingly. For instruments that cannot be exercised until the
services are fully provided during vesting period or specified performance targets are met, on each balance sheet
date within the vesting period, the services acquired in the current period shall, based on the best estimate of the
number of exercisable instruments, be recognized in relevant costs or expenses and the corresponding liabilities at
the fair value of the liability incurred by the Group. The Group shall, on each balance sheet date and on each
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account date prior to the settlement of the relevant liabilities, re-measure the fair values of the liabilities and
include the changes in the profit or loss for the period.
5. Amendment and relevant accounting treatment for those with amendment clauses and condition concerned
During the vesting period, where an equity instrument award is cancelled, it is treated as if it had vested on the
date of cancellation, and any expense not yet recognized for the award is included immediately into the profit or
loss for the period and capital reserve is recognized. Where employees or other parties are permitted to choose to
fulfill non-vesting conditions but have not fulfilled during the vesting period, equity instrument award are deemed
cancelled.
26. Revenue
Revenue of the Company mainly including revenue from goods selling, sale of real estate, and revenue from
property rent-out and labor service revenue etc.
1. Recognition standards of income from commodity sales:
When main risks and rewards attached to the ownership of goods have been transferred to the buyer, reserved
neither continuous management power nor effective control over the goods, incoming payment can be measured
reliably, relative financial benefit possibly inflow to the company, cost occurred or will occur can be reliably
measured, sales income of goods is recognized.
2. Sales revenue recognition for property industry:
(1)construction completion and qualified acceptance of properties;
(2)commercial property pre-sale license granted by relevant state resources and housing bureau;
(3)enter into sales contract;
(4)sales contract has been certified and confirmed by property exchange center;
(5)receive property price or obtain payment certificate from buyers;
(6)complete deliver procedure for commercial properties.
Upon satisfaction of all the above conditions, the Company recognizes sales revenue
3. Recognition of property leasing revenue:
Property leasing revenue is recognised when the Company receives rental or obtain payment certificate from
buyers based on the payment date and rental amount to be paid by lessee as provided in the contract or agreement
entered into between the Company and the lessee.
4. Labor service revenue
(1) Income of the contract can be measured reliably
(2) Financial benefit attached to the contract is possibly inflow to the company
(3) Schedule of the contracted project can be determined reliably;
(4) and the relevant amount of cost incurred or to be incurred can be measured reliably
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5. Recognition basis of revenue from transferring the use right of assets
The economic benefits related to transactions are probable to flow into the Company; and amount of revenue can
be measured reliably
27. Government grants
(1) Criterion and accounting treatment on government grants with assets concerned
The government grants that the company has obtained and used for acquisition and construction or forming
long-term assets in other ways are classified as asset-related government subsidies. Asset-related government
grants are recognized as deferred income and equally distributed within the useful life of related assets, and
included in the current profit or loss. However, the government grants measured according to the nominal amount
are directly included in the current profit or loss.
(2) Criterion and accounting treatment on government grants with revenue concerned
Except for government grants related to assets, the government grants are classified as income-related government
grants. The income-related government grants used for compensating the relevant expenses or losses in
subsequent periods are recognized as deferred income, and included in the current profit and loss during the
period of confirming the relevant expenses; those used for compensating the relevant occurred expenses or losses
are directly included in the current profit and loss.
28. Deferred income tax assets and deferred income tax liabilities
Deferred tax assets and deferred tax liabilities are calculated and recognized according to the balance between the
tax base and the book value of assets and liabilities (temporary differences). At the balance sheet date, the
deferred tax assets and deferred tax liabilities are measured by the applicable tax rate during the period of
expected recovery of assets or clearing off the liability.
1. The basis for confirming deferred tax assets
The Company takes the taxable income which is likely to be obtained for deducting the deductable temporary
differences and can carry over the deductable loss and tax credits as the limit to confirm the deferred income tax
assets generated by deductable temporary differences. However, the deferred income tax assets generated by the
initial recognition of assets or liabilities in the transactions with following characteristics shall not be recognized:
(1) the transaction is not a business combination; (2) the occurrence of transaction affects neither the accounting
profit nor the taxable income or deductible loss.
For the deductible temporary differences associated with investments in associated enterprises and satisfying the
following conditions, confirm the corresponding deferred income tax assets: temporary difference is likely to be
reversed back in the foreseeable future, and it is likely to obtain the taxable income used for deducting the
deductable temporary differences in the future.
2. The basis for confirming deferred tax liabilities
The company recognizes the currently and previously payable but not paid taxable temporary differences as the
deferred income tax liabilities. But not including:
(1) The temporary differences formed in the initial recognition of goodwill;
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(2) Transactions or events formed by non-business combination, and it affects neither the accounting profit nor the
temporary differences formed by taxable income (or deductible loss) when the transactions or events occur;
(3) For the taxable temporary differences related to the subsidiary companies and investments in associated
enterprises, the reversal time of this temporary difference can be controlled and this temporary difference is
unlikely to be reversed back in the foreseeable future.
3. Deferred tax assets and liabilities are offset if all the following conditions are met
(1) an enterprise has the legal rights to settle the income tax assets and income tax liabilities for the current
period by net amount;
(2) they relate to income taxes levied by the same tax authority on either the taxable entity has a legally
enforceable right or set off current income tax assets against current income tax liabilities, and different taxable
entities which either intend to settle the current income tax liabilities and assets on a net basis, or to realize the
assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax
liabilities or assets are expected to be settled or recovered.
29. Lease
(1) Accounting treatment of operation lease
(1) The lease payment paid for leasing assets is amortized under straight line method in the entire lease period
without deduction of lease-for-free period, and is recorded in current expenses. The initial direct expenses paid by
the Company related to lease transactions shall be recorded in current expenses.
If asset leaser assumes the lease related expenses which shall be assumed by the Company, the Company shall
deduct such expenses from the total rental and amortize based on the deducted rental expenses during the lease
period and record in current expenses.
(2) The lease fee collected by the Company for assets lease is amortized under straight line method in the entire
lease period without deduction of lease-for-free period, and is realize as lease income. The initial direct expenses
paid by the Company related to lease transactions shall be recorded in current expenses; for significant amount, it
shall be capitalized and recorded in current income in phases under the same basis as realization of lease income
in the entire lease period.
If the Company assumes the lease related expenses which shall be assumed by the lessee, the Company shall
deduct such expenses from the total rental income and allocate based on the deducted rental expenses during the
lease period.
(2) Accounting treatment of financing lease
(1) Assets leased by financing lease: the Company accounts the leased assets at the lower of the fair value of
leased assets and present value of the minimum lease payment on the inception date of the lease, and the
minimum lease payment is deemed as the accounting value of long term account payables, and the difference is
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taken as unrealized financing expenses.
The Company amortizes the unrealized financing expenses at effective interest rate method in the asset lease
period and records in finance expenses.
(2) Assets leased out by financing lease: on the inception date of the lease, the Company realizes the difference
between the sum of financing lease account receivables and unguaranteed remaining value and its present value as
unrealized financing income which is conformed as lease income in future periods involving lease. The initial
direct expenses occurred by the Company related to lease transaction shall be recorded in the initial measurement
of financing lease account receivables. And income realized in lease period shall be reduced accordingly.
30. Changes of main accounting policy and estimate
(1) Changes of accounting policies
□ Applicable √ Not-applicable
(2) Changes in accounting estimates
□ Applicable √ Not-applicable
VI. Taxes
1. Main tax category and tax rate:
Taxes Basis Rate
VAT Sale of goods or providing taxable labor 3%, 6%, 13%, 17%
Money of house received in advance and
Business tax 5%
taxable income
Urban maintenance and construction tax Turnover tax payable 5%
Enterprise income tax Taxable income 16.5%, 25%
Educational surtax Turnover tax payable 3%
Local educational surtax Turnover tax payable 2%
Rental income or original value of the
Property tax 12% or 1.2%
property
Land appreciation tax Appreciation value or pre-requisitioned Progressive rates
As for the taxpaying body with different tax rate for enterprise income tax, disclosed explanations:
Taxpaying body Rate for income tax
The Company 25%
Nanjing Real Estate 25%
Nanjiang Investment 25%
Ecological Agriculture 25%
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Hangzhou Dongfeng 25%
Nanjiang Asia 16.5%
Morsh Technology 25%
Huijing Property 25%
Runhua RW 25%
2. Tax preference
3. Other
Nanjiang Asia tax in Hong Kong Special Administrative Region with rate of 16.5% for income tax
VII. Notes to the main items of consolidate financial statements
1. Monetary funds
In RMB
Item Ending balance Opening balance
Cash 70,613.10 33,252.06
Bank deposit 84,473,064.35 35,549,107.84
Other monetary funds 3,693,739.53 1,416,185.27
Total 88,237,416.98 36,998,545.17
Other explanation
Monetary fund with restrictions:
Item Ending balance Opening balance
Margin of housing mortgage 3,693,739.53 1,416,185.27
--- ---
Total 3,693,739.53 1,416,185.27
Other explanation on monetary fund:
Closing balance of monetary fund increased 51,238,871.81 Yuan over that of period-begin with 138.49% up, mainly because the
money for house selling in advance in the period increased
2. Accounts receivable
(1) Accounts receivable by type
In RMB
Ending balance Opening balance
Type Provision for bad Book
Book balance Book balance Provision for bad debts Book value
debts value
121
承德南江股份有限公司 2015 年年度报告全文
Proportio Provision Proportio Provision
Amount Amount Amount Amount
ratio ratio
n n
Accounts receivable
with large single
2,320,04 2,320,04
amount and accrued 92.86% 100.00%
7.40 7.40
for provision of bad
debt on a single basis
Accounts receivable
accrued for provision 178,497. 22,383.8 156,113.5 2,876,7 154,051.0 2,722,676.6
7.14% 12.54% 100.00% 5.36%
of bad debt by 35 2 3 27.75 9 6
portfolio
2,498,54 2,342,43 156,113.5 2,876,7 154,051.0 2,722,676.6
Total 100.00% 93.75% 100.00% 5.36%
4.75 1.22 3 27.75 9 6
Accounts receivable with large single amount and accrued for provision of bad debt on a single basis at period-end:
√ Applicable □ Not-applicable
In RMB
Accounts receivable Ending balance
(unit) Accounts receivable Provision for bad debts Provision ratio Reasons
Beijing Xiangeqing
Industrial & Trade Co., 2,320,047.40 2,320,047.40 100.00% Uncollectible
Ltd.
Total 2,320,047.40 2,320,047.40 -- --
Accounts receivable accrued for provision of bad debt by aging analysis method in portfolio:
√ Applicable □ Not-applicable
In RMB
Ending balance
Aging
Accounts receivable Provision for bad debts Provision ratio
Within 1 year
Subtotal within one year 106,167.00 5,308.35 5.00%
1-2 years 63,632.35 12,726.47 20.00%
2-3 years 8,698.00 4,349.00 50.00%
Total 178,497.35 22,383.82 12.54%
Portfolio recognized:
Accounts receivable accrued for provision of bad debt by percentage of balance in portfolio:
□ Applicable √ Not-applicable
Accounts receivable accrued for provision of bad debt by other methods in portfolio:
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(2) Provision for bad debts accrued, regain or switch back in the Period
In the Period, 2,225,917.63 Yuan accrued for provision of bad debts; 37,537.50 Yuan provision for bad debts regains or switch back
in the Period.
Including major amount of bad debt provision regain or switch back in the Period:
In RMB
Unit Amount regain or switch back Way of regain
(3) Account receivable actual charge off in the Period
In RMB
Item Amount written off
Written-off for the major receivable:
In RMB
Arising from related
Unit Nature Amount written off Reasons Procedures
transaction (Y/N)
Explanation on written off:
(4) Top five account receivables collected by arrears party at ending balance
Unit Ending balance Ratio in account Bad debt provision
receivable at accrued
period-end (%)
Beijing Xiangeqing Industrial & Trade 2,320,047.40 92.86 2,320,047.40
Co., Ltd.
Inner Mongolia Ajinnai Horse Culture 100,000.00 4.00 5,000.00
Development Co., Ltd.
Electricity Authority of Chengde 65,886.35 2.64 14,106.52
County
Greatwall Group of Chengde County 12,611.00 0.50 3,277.30
Total 2,498,544.75 100.00 2,342,431.22
(5) Account receivable de-recognition due to financial assets transfer
(6) Assets and liabilities resulted by account receivable transfer and continues involvement
Other explanation:
3. Prepayments
123
承德南江股份有限公司 2015 年年度报告全文
(1) Aging analysis of repayment
In RMB
Ending balance Opening balance
Aging
Amount Proportion Amount Proportion
Within 1 year 1,105,122.95 100.00% 7,748,545.39 99.60%
2-3 years 3,400.00 0.04%
Over 3 years 28,200.00 0.36%
Total 1,105,122.95 -- 7,780,145.39 --
Reasons for significant repayment with over one year age without settle:
(2) Top five prepayment collected by objects at ending balance
Unit Ending amount Ratio in Time of Un-settle reasons
prepaymen repayment
t (%)
Hangzhou Kangnuo Mechanical & Electric S&T 636,000.00 57.55 Within 1 Before the settlement
Co., Ltd, year period
Kepu Commerce Trading C., Ltd. in Xiong 301,950.00 27.32 Within 1 Account in transit
County year during credit period
Qinghuangdao SHunhao Commerce Trading C., 79,162.32 7.16 Within 1 Account in transit
Ltd. year during credit period
Prepayment to be amortized - remodeling costs 67,772.00 6.13 Within 1 Before the settlemet
year period
Chende County Mapping Center 10,000.00 0.90 Within 1 Before the settlemet
year period
Total 1,094,884.32 99.06 --- ---
Other explanation:
Prepayment in the period decreased 6,675,022.44 Yuan over that of last period with 85.8% declined, mainly due to the prepayment
for goods declined in the Period
4. Other account receivables
(1) Other account receivables by type:
In RMB
Type Ending balance Opening balance
124
承德南江股份有限公司 2015 年年度报告全文
Provision for bad
Book balance Book balance Provision for bad debts
debts
Book
Book value
Proportio Provision value Proportio Provision
Amount Amount Amount Amount
ratio ratio
n n
Other receivables
with large single
2,709,27 2,709,27 2,709,2 2,709,273
amount and accrued 2.90% 100.00% 17.08% 100.00%
3.00 3.00 73.00 .00
for provision of bad
debt on a single basis
Other receivables
accrued for provision 88,424,0 274,716. 88,149,30 11,220, 212,101.2 11,008,292.
94.90% 0.31% 70.76% 1.89%
of bad debt by 18.54 03 2.51 393.72 8 44
portfolio
Other receivables
with minor single
2,046,95 2,046,95 1,927,9 1,927,957
amount but accrued 2.20% 100.00% 12.16% 100.00%
7.70 7.70 57.70 .70
for provision of bad
debt on a single basis
93,180,2 5,030,94 88,149,30 15,857, 4,849,331 11,008,292.
Total 100.00% 5.40% 100.00% 30.58%
49.24 6.73 2.51 624.42 .98 44
Other receivables with large single amount and accrued for provision of bad debt on a single basis at period-end:
√ Applicable □ Not-applicable
In RMB
Other account Ending balance
receivables(by unit) Other account receivable Provision for bad debts Provision ratio Reason for provision
Non-Taxable Revenue
Authority of Chengde 1,500,000.00 1,500,000.00 100.00% Uncollectible
County
Claims obtained from
1,209,273.00 1,209,273.00 100.00% Uncollectible
auction
Total 2,709,273.00 2,709,273.00 -- --
Other receivables accrued for provision of bad debt by aging analysis method in portfolio:
√ Applicable □ Not-applicable
In RMB
Ending balance
Aging
Other account receivable Provision for bad debts Provision ratio
Within 1 year
Subtotal within one year 781,665.96 39,083.31 5.00%
125
承德南江股份有限公司 2015 年年度报告全文
1-2 years 911,108.61 182,221.72 20.00%
2-3 years 20,000.00 10,000.00 50.00%
Over 3 years 43,411.00 43,411.00 100.00%
Total 1,756,185.57 274,716.03 15.64%
Portfolio recognized:
Other accounts receivable accrued for provision of bad debt by percentage of balance in portfolio:
□ Applicable √ Not-applicable
Other accounts receivable accrued for provision of bad debt by other methods in portfolio:
□ Applicable √ Not-applicable
Portfolio Ending balance
Other accounts receivable Provision for Provision
bad debts ratio(%)
Land reserve center of Chengde 86,025,400.00 --- ---
County
Loans for employees 453,175.69 --- ---
Chengde Petroleum Branch 98,836.28 --- ---
Office of material reformation for 90,421.00 --- ---
wall in the County
Total 86,667,832.97 --- ---
(2) Bad debt provision accrual collected or switch back
There is 538,117.72 Yuan provision for bad debts accrued in the Period; and 356,502.97 Yuan regains or switch back in the Period.
Including the followed significant amount:
In RMB
Unit Regains or switch back Way of regain
(3) Other receivables actually written-off during the reporting period
In RMB
Item Amount written-off
Major other account receivables written-off:
In RMB
Arising from related
Name Nature Amount written-off Reasons Procedures
transaction (Y/N)
Explanation on other account receivable:
126
承德南江股份有限公司 2015 年年度报告全文
(4) Other account receivables category by nature of money
In RMB
Nature of money Ending book balance Beginning book balance
Land acquisition account 86,025,400.00 3,678,200.00
Margin 1,550,000.00 4,753,400.00
Petty cash 3,883,802.72 4,091,754.69
Debt auction 1,209,273.00 1,209,273.00
Tariff ready for offset 0.00 430,723.08
Other 511,773.52 1,694,273.65
Total 93,180,249.24 15,857,624.42
(5) Top five other account receivables collected by arrears party at ending balance
In RMB
Proportion in total Ending balance of
Unit Nature Ending balance Aging
other receivables bad debt provision
Land Reserve Center Final payment for
86,025,400.00 1-2 years 92.32%
of Chengde County land acquisition
Non-Taxable
Margin for land
Revenue Authority 1,500,000.00 1-2 years 1.61% 1,500,000.00
bidding
of Chengde County
Within one year; 1-2
Ma Haipeng Petty cash 965,087.36 1.04% 152,334.17
years
Wu Guishuang Petty cash 200,000.00 Within one year 0.21% 10,000.00
Chengde Petroleum
Other 98,836.28 Within one year 0.11%
Branch
--- ---
Total -- 88,789,323.64 -- 95.29% 1,662,334.17
(6) Account receivables related to government subsidies
In RMB
Time and amount
Unit Item Ending balance Ending age 期末账龄
collected and basis
(7) Other receivable for termination of confirmation due to the transfer of financial assets
127
承德南江股份有限公司 2015 年年度报告全文
(8)The amount of assets and liabilities that are transferred other receivable and continued to be involved
Other explanation:
Ending balance of other receivables increased 77,322,624.82 Yuan over that of period begin with 487.61% up, mainly because the
amount collected for land reserves are increased in the Period
5. Inventories
(1) Classification of inventories
In RMB
Ending balance Opening balance
Item Depreciation Depreciation
Book balance Book value Book balance Book value
reserve reserve
Raw materials 596,830.85 596,830.85 906,724.95 906,724.95
Goods in process 61,739.48 61,739.48 565,568.78 565,568.78
Stock products 13,571,110.15 127,945.20 13,443,164.95 16,200,791.75 161,182.20 16,039,609.55
Revolving
18,498.40 18,498.40 18,498.40 18,498.40
materials
Consumptive
130,431.42 5,795.58 124,635.84 2,827,887.88 669,082.19 2,158,805.69
biological assets
Development cost 432,613,281.99 432,613,281.99 490,087,338.82 490,087,338.82
Development
172,383,223.21 172,383,223.21 5,936,739.90 5,936,739.90
products
Total 619,375,115.50 133,740.78 619,241,374.72 516,543,550.48 830,264.39 515,713,286.09
(2) Inventory depreciation reserve
In RMB
Increased in 2015 Decreased in 2015
Item Opening balance Reversing or Ending balance
Accrual Other Other
write-off
Stock products 161,182.20 33,237.00 127,945.20
Consumptive
669,082.19 663,286.61 5,795.58
biological assets
Total 830,264.39 696,523.61 133,740.78
After complete checking at year-end for the inventory, accrual or adjusted the inventory depreciation reserves on the lower one
between costs and net realizable value. Accrual the depreciation reserves for each inventory at end of the year
128
承德南江股份有限公司 2015 年年度报告全文
(3) Explanation on capitalization of borrowing costs at ending balance of inventory
(4) Assets completed without settlement from construction contract at period-end
In RMB
Item Amount
Other explanation:
Balance of inventory at period-end increase 103,528,088.63 Yuan over that of period-begin with 20.07% growth, mainly
because more development cost expend in the Huijing Tiandi project, the project completed for development basically, and the
completed part are transfer to inventory
6. Other current assets
In RMB
Item Ending balance Opening balance
Taxes paid in advance 33,761,457.51 24,131,851.80
Total 33,761,457.51 24,131,851.80
Other explanation:
Balance at period-end increased 9,629,605.71 Yuan over that of period-begin with 39.90% up, mainly because account received in
advance for house of Huijing Tiandi project in Period increased, thus taxes paid in advance increased
7. Long-term equity investment
In RMB
Changes in 2015
Investme
nt Adjustme Impairme
Cash
Additiona gains/loss nt of Provision nt
Invested Opening Other dividend Ending
l Capital es other for provision
company balance equity or profit Other balance
investmen reduction recognize comprehe impairme at ending
changes declare to
t d by nsive nt losses balance
issue
equity income
method
I. Joint venture
II. Associated enterprise
Runhua
RW
(Tianjin) 2,229,410 114,563.9 2,343,974
Water-sav .53 0 .43
ing
Technolo
129
承德南江股份有限公司 2015 年年度报告全文
gy Co.,
Ltd.
Wuchan
Minfeng
(Tianjin) 4,455,549 4,455,549 4,455,549 4,455,549
Chemical .93 .93 .93 .93
Trade
Co., Ltd.
6,684,960 114,563.9 4,455,549 6,799,524 4,455,549
Subtotal
.46 0 .93 .36 .93
6,684,960 114,563.9 4,455,549 6,799,524 4,455,549
Total
.46 0 .93 .36 .93
Other explanation
(1) Runhua RW (Tianjin) Water-Saving Technology Co., Ltd obtained the corporation certificate on 14th Oct. 2011 with register
capital of RMB 6.3 million included, Runhua RW Industrial Development invested RMB 3 million with ratio of 47.62%. The
Company invested RMB 2 million with ratio of 31.75% in registered capital; Langfang Chunyuan Minor Watering Engineer Co., Ltd
invested RMB one million with ratio of 15.87% and Zhang Heping invested RMB 300,000 with ratio of 4.76% in registered capital.
(2) Wuchan Minfeng (Tianjin) Chemical Trade Co., Ltd had risen up the register capital of shareholders on 21 st Dec. 2012, totaling
RMB 9 million included, Shanxi Wuchan Minfeng Chemistry Co., Ltd invested RMB 4.59 million with ratio of 51%. The Company
invested RMB 4.41 million with ratio of 49% in registered capital.
8. Investment real estate
(1) Investment real estate measured at cost
□Applicable √Not applicable
(2) Investment real estate measured at fair value
□ Applicable √ Not applicable
(3) Investment real estate without property certificate
In RMB
Item Book value Reasons
Other explanation
9. Fixed assets
(1) fixed assets
In RMB
130
承德南江股份有限公司 2015 年年度报告全文
Houses and Machinery Transportation
Item Other Total
buildings equipment equipment
I. Original book
value
1.Opening balance 8,095,437.08 1,246,415.43 3,836,318.14 740,355.25 13,918,525.90
2. Increased in
64,400.00 887,371.42 186,639.71 1,138,411.13
2015
(1) Purchase 64,400.00 887,371.42 186,639.71 1,138,411.13
(2) Transferred
from construction in
process
(3) Increased by
enterprise
combination
3. Decreased in
716,610.41 171,162.59 887,773.00
2015
(1) Disposal or
716,610.41 171,162.59 887,773.00
scrap
4.Ending balance 8,095,437.08 1,310,815.43 4,007,079.15 755,832.37 14,169,164.03
II. Accumulated
depreciation
1.Opening balance 1,538,133.00 175,842.36 1,571,208.32 338,660.32 3,623,844.00
2.Increased in
307,626.60 1,005,288.46 506,566.82 227,528.51 2,047,010.39
2015
(1) Accrual 307,626.60 1,005,288.46 506,566.82 227,528.51 2,047,010.39
3.Decreased in
322,387.72 85,001.81 407,389.53
2015
(1) Disposal or
322,387.72 79,479.46 401,867.18
scrap
4.Ending balance 1,845,759.60 1,181,130.82 1,755,387.42 481,187.02 5,263,464.86
III. Depreciation
reserves
1.Opening
balance
131
承德南江股份有限公司 2015 年年度报告全文
2.Increased in
2015
(1) Accrual
3.Decreased in
2015
(1) Disposal or
scrap
4.Ending balance
IV. Book value
1. Ending book
6,249,677.48 129,684.61 2,251,691.73 274,645.35 8,905,699.17
value
2. Opening book
6,557,304.08 1,070,573.07 2,265,109.82 401,694.93 10,294,681.90
value
(2) Temporarily idle fixed assets
In RMB
Cumulative Depreciation
Item Original book value Book value Note
depreciation reserves
(3) Fixed assets acquired by financing lease
In RMB
Item Original book value Cumulative depreciation Depreciation reserves Book value
(4) Fixed assets acquired by operating lease
In RMB
Item Ending book value
Houses and buildings 1,125,417.75
(5) Fixed assets without property certificates
In RMB
Item Book value Reasons
The pledge of the assets are released,
Houses and buildings 6,249,677.48
ownership procedures still in process
Other explanation
132
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The buildings are originally the guarantee of the Company’s predecessor Dixian Stock and its bankrupt subsidiary
for the bank loans and have been completely transferred to the Company in the bankruptcy reorganization in 2009,
though Chengde Intermediate People's Court of Hebei Province has issued the “Notice to assist in enforcement of
people’s court” to housing urban and rural construction bureau of Chengde County and required to assist in
enforcement of transferring the ownership of buildings with property right certificates CXFZ No. 000196 and
000108 to the Company, the transfer of property right cannot proceed because many departments have involved in
it and the released mortgage procedures of related assets are still in the process of transaction.
10. Productive biological assets
(1) Measured by cost
√ Applicable □ Not-applicable
In RMB
Item Plantation Livestock Forestry Aquaculture Total
I. original book
value
1.Opening balance 1,786,621.96 1,786,621.96
2. Increased in
1,146,405.24 1,146,405.24
2015
(1) Outsourcing
(2)
1,146,405.24 1,146,405.24
Self-cultivation
3. Decreased in
2,743,363.59 2,743,363.59
2015
(1)Disposal 2,743,363.59 2,743,363.59
(2) Other
4.Ending balance 189,663.61 189,663.61
II. accumulated
depreciation
1.Opening balance 1,145,894.25 1,145,894.25
2. Increased in
662,332.37 662,332.37
2015
(1) Accrual 662,332.37 662,332.37
3. Decreased in 1,767,072.77 1,767,072.77
133
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2015
(1)Disposal 1,767,072.77 1,767,072.77
(2) Other
4.Ending balance 41,153.85 41,153.85
III. Depreciation
reserves
1.Opening balance
2. Increased in
2015
(1) Accrual
3. Decreased in
2015
(1)Disposal
(2) Other
4.Ending balance
IV. Book value
1. Ending book
148,509.76 148,509.76
value
2. Opening book
640,727.71 640,727.71
value
(2) Measured by fair value
□ Applicable √ Not-applicable
11. Intangible assets
(1) Intangible assets
In RMB
Non-patent
Item Land use right Patent right Software Total
technology
I. Original book
value
1.Opening 13,238,578.04 228,000.00 13,466,578.04
134
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balance
2. Increased
968,608.96 968,608.96
in 2015
(1) Purchase 968,608.96 968,608.96
(2) Internal
R&D
(3) Increased
by enterprise
combination
3. Decreased in
7,164,395.99 7,164,395.99
2015
(1) Disposal 7,164,395.99 7,164,395.99
4.Ending
7,042,791.01 228,000.00 7,270,791.01
balance
II. Accumulated
amortization
1.Opening
1,375,465.07 188,600.00 1,564,065.07
balance
2. Increased
202,790.98 39,400.00 242,190.98
in 2015
(1)
202,790.98 39,400.00 242,190.98
Accrual
3. Decreased in
927,975.61 927,975.61
2015
(1) Disposal 927,975.61 927,975.61
4.Ending
650,280.44 228,000.00 878,280.44
balance
III. Depreciation
reserve
1.Opening
balance
2. Increased
in 2015
(1)
135
承德南江股份有限公司 2015 年年度报告全文
Accrual
3. Decreased in
2015
(1) Disposal
4.Ending
balance
IV. Booking value
1. Ending book
6,392,510.57 6,392,510.57
value
2. Beginning
11,863,112.97 39,400.00 11,902,512.97
book value
Intangible assets formulated no by means of internal R&D in balance of total intangible assets at period-end
(2) Land use right without property certificate
In RMB
Item Book value Reasons
Other explanation:
Original value of intangible assets at period-end decreased 5,510,002.40 Yuan over that of period-begin with 46.29% down,
mainly because Chengde Land Reserve Center purchasing and storage the lands of the Company
12. Development expenditure
In RMB
Opening Ending
Item Increased in 2015 Decreased in 2015
balance balance
Airship 172,416.18 172,416.18
Total 172,416.18 172,416.18
Other explanation
13. Goodwill
(1) Original book value of goodwill
In RMB
Name of invested
Opening balance Increased in 2015 Decreased in 2015 Ending balance
company or items
136
承德南江股份有限公司 2015 年年度报告全文
formed goodwill
Runhua RW 1,809,762.89 1,809,762.89
(2) Impairment loss of goodwill
In RMB
Name of invested
company or items Opening balance Increased in 2015 Decreased in 2015 Ending balance
formed goodwill
Runhua RW 1,809,762.89 1,809,762.89
Process of impairment testing, parameter and recogniztion method for impairment losses
Other explanation
Runhua RW has deficit in 2014 and 2015 continuously, and did not completed the performance commitment; goodwill has
impairment
14. Long-term unamortized expenses
In RMB
Item Opening balance Increased in 2015 Amortized in 2015 Other decrease Ending balance
Office remodeling
388,069.20 185,715.23 202,353.97
costs
Repairing charges of
aquaculture 8,199,957.96 8,199,957.96
workshop
Total 8,588,027.16 8,385,673.19 202,353.97
Other explanation
15. Deferred income tax assets and deferred income tax liabilities
(1) Deferred income tax assets un-offset
In RMB
Ending balance Opening balance
Item Deductible temporary Deferred income tax Deductible temporary Deferred income tax
difference assets difference assets
Preparations of assets
3,102,581.64 775,645.41 3,336,892.76 834,223.19
depreciation
Total 3,102,581.64 775,645.41 3,336,892.76 834,223.19
137
承德南江股份有限公司 2015 年年度报告全文
(2) Deferred income tax liabilities un-offset
In RMB
Ending balance Opening balance
Item Taxable temporary Deferred income tax Taxable temporary Deferred income tax
differences liabilities differences liabilities
(3) Deferred income tax assets and deferred income tax liabilities listed after off-set
In RMB
Ending balance of Trade-off between the Opening balance of
Trade-off between the
deferred income tax deferred income tax deferred income tax
Item deferred income tax
assets or liabilities after assets and liabilities at assets or liabilities after
assets and liabilities
off-set period-begin off-set
Deferred income tax
775,645.41 834,223.19
assets
(4) details of unrecognized deferred income tax assets
In RMB
Item Ending balance Opening balance
Deductible temporary differences 2,369,994.88 1,588,068.88
Deductible losses 79,895,176.78 105,931,221.32
Total 82,265,171.66 107,519,290.20
(5) Deductible losses of un-recognized deferred income tax assets expired on the followed year
In RMB
Year Ending amount Opening amount Note
2015 --- 1,707,747.80
2016 --- ---
2017 12,891,377.63 22,943,240.64
2018 --- ---
2019 30,576,125.82 81,280,232.88
2020 34,719,925.53 ---
Total 78,187,428.98 105,931,221.32 --
Other explanation:
138
承德南江股份有限公司 2015 年年度报告全文
16. Other non-current assets
In RMB
Item Ending balance Opening balance
Account paid in advance for house
5,201,365.53 5,201,365.53
purchase
Total 5,201,365.53 5,201,365.53
Other explanation:
Refers to the account paid in advance for house purchase from subsidiary Runhua RW
17. Account payable
(1) Account payable
In RMB
Item Ending balance Opening balance
Account payable for materials 22,867.00 318,150.00
Account payable for engineering 25,947,762.55 4,613,124.04
Account payable for goods 8,813,034.75 5,494,646.37
Account payable for equipment 80,000.00
Other 149,570.00
Total 35,013,234.30 10,425,920.41
(2) Accounts payable with major amount and aging of over one year
In RMB
Item Ending balance Reasons of un-paid or carry-over
Handan Hanyi Architectural Engineering
2,400,000.00 Before the accounting period
Co., Ltd.
Xingcheng Company 146,058.39 Before the accounting period
Licheng Company 44,129.43 Before the accounting period
Quality experience station for fire products
37,170.00 Before the accounting period
in Hubei
Chengde Chaoxiang hydraulic engineering
22,867.00 Before the accounting period
team
Chengde Longteng Concrete Barrier
14,562.65 Before the accounting period
Engineering Co., Ltd.
139
承德南江股份有限公司 2015 年年度报告全文
Total 2,664,787.47 --
Other explanation:
Balance of account payable at period-end increased 24,587,313.89 Yuan over that of period-begin with 235.83% up, mainly because
the account payable for goods and engineering are before the settlement period
18. Account received in advance
(1) Account received in advance
In RMB
Item Ending balance Opening balance
Deposit received for house-Huijing Tiandi 430,730,271.19 277,140,032.59
Deposit received for goods 3,955,757.50 12,929,706.15
Resident heating fees received in advance 1,113,841.30
Other 192,068.58 884,414.07
Total 435,991,938.57 290,954,152.81
(2) Major account received in advance for over one year age
In RMB
Item Ending balance Reasons
(3) Project closed for account without complete in construction from construction contract at period-end
In RMB
Item Amount
Other explanation:
Ending balance of account received in advance increase 145,037,785.76 Yuan over that of period-begin with 49.85% up, mainly
because the account received in advance for house of Huijing Tiandi increased in the Period
19. Wages payable
(1) Wages payable
In RMB
Item Opening balance Increased in 2015 Decreased in 2015 Ending balance
I. Short-term employee
126,700.56 4,165,645.67 4,288,609.11 3,737.12
benefits
140
承德南江股份有限公司 2015 年年度报告全文
II. Post-employment
benefits - defined 9,393.00 918,749.69 921,950.39 6,192.30
contribution plans
III. Dismission welfare 6,097,486.60 6,097,486.60
Total 6,233,580.16 5,084,395.36 11,308,046.10 9,929.42
(2) Short-term employee benefits
In RMB
Item Opening balance Increased in 2015 Decreased in 2015 Ending balance
1.Salary, bonus,
105,516.34 3,234,954.58 3,340,470.92
allowance and subsidy
2.Employee welfare 318,612.60 318,612.60
3.Social insurance
20,556.00 289,514.29 306,961.39 3,108.90
premium
Of which: including:
medical insurance 20,180.70 210,540.87 227,860.07 2,861.50
expenses
Work injury insurance
59,050.77 59,050.77
expenses
Maternity insurance 375.30 19,922.65 20,050.55 247.40
4.Housing provident
314,161.56 314,161.56
funds
5.Labor union
expenditures and
628.22 8,402.64 8,402.64 628.22
employee education
expenses
Total 126,700.56 4,165,645.67 4,288,609.11 3,737.12
(3) Details of defined contribution plans
In RMB
Item Opening balance Increased in 2015 Decreased in 2015 Ending balance
1.Basic endowment
8,624.60 856,770.68 859,709.58 5,685.70
insurance expenses
2.Unemployment
768.40 61,979.01 62,240.81 506.60
insurance expenses
141
承德南江股份有限公司 2015 年年度报告全文
Total 9,393.00 918,749.69 921,950.39 6,192.30
Other explanation:
20. Tax payable
In RMB
Item Ending balance Opening balance
VAT 971.36 1,923.47
Business tax 3,663.76 94,797.17
Enterprise income tax 3,953,440.14
Individual income tax 10,315.24 1,433.95
Urban maintenance and construction tax 231.26 6,027.43
Land use tax 2,993,193.91
Educational surtax 137.96 3,006.46
Stamp tax 5,930.73 68,843.33
Local educational surtax 93.30 2,004.31
Property tax 2,897,994.17
Embankment protection fees 508.33
Total 21,343.61 10,023,172.67
Other explanation:
Balance of tax payable at period-end decreased 10,001,829.06 Yuan over that of period-begin with 99.79% down, mainly because
Xingye Paper-making cancel for liquidation in the Period
21 .Other account payables
(1) Other account payables by nature
In RMB
Item Ending balance Opening balance
Deposit and margin 1,276,413.11 13,859,648.05
Borrowings
Agency fee 370,000.00
Intercourse funds 10,020,000.00 341,650.42
Withhold and remit tax 19,480.82 21,518.37
Other 1,430,207.77 32,011.33
142
承德南江股份有限公司 2015 年年度报告全文
Total 12,746,101.70 14,624,828.17
(2) Other payables with large amount and aging of over one year
In RMB
Item Ending balance Reason for non-repayment or carryover
Other explanation
22. Share capital
In RMB
Increased (decreased) in 2015
Opening Shares
New shares Ending balance
balance Bonus shares converted from Other Sub-total
issued
public reserve
Total shares 706,320,000.00 706,320,000.00
Other explanation:
23. Capital reserves
In RMB
Item Opening balance Increased in 2015 Decreased in 2015 Ending balance
Capital premium (share
390,597,169.41 3,401,400.00 393,998,569.41
premium)
Other capital reserves 65,873,219.23 65,873,219.23
Total 456,470,388.64 3,401,400.00 459,871,788.64
Other explanation, including changed in Period as well as reasons for changes:
The increasing amount refers to the performance compensation from majority shareholder in the Period, the decreasing amount refers
to the consolidation scope change, such as disposal of Xingye Paper-making, the share premium purchase last period has written off
24. Surplus reserves
In RMB
Item Opening balance Increased in 2015 Decreased in 2015 Ending balance
Statutory surplus
76,791,550.17 76,791,550.17
reserves
Total 76,791,550.17 76,791,550.17
Explanation on surplus reserve, including changed in Period as well as reasons for changes:
25. Retained profits
In RMB
143
承德南江股份有限公司 2015 年年度报告全文
Item 2015 2014
Retained profits at the end of last period before
-949,599,922.37
adjustment
Retained profits at the beginning of the period
-949,599,922.37
after adjustment
Add: The net profits belong to owners of patent
58,872,707.12
company of this period
Retained profits at the end of the period -890,727,215.25
Details about adjusting the retained profits at the beginning of the year:
1) The retroactive adjustments to Accounting Standards for Business Enterprises and its relevant new regulations affect the
undistributed profits at the beginning of the year amounting to 0 Yuan.
2) The changes in accounting policies affect the undistributed profits at the beginning of the year amounting to 0 Yuan.
3) The major accounting error correction affects the undistributed profits at the beginning of the year amounting to 0 Yuan.
4) Merge scope changes caused by the same control affect the undistributed profits at the beginning of the year amounting to 0 Yuan.
5) Other adjustments affect the undistributed profits at the beginning of the year amounting to 0 Yuan.
26. Operating income and operating cost
In RMB
2015 2014
Item
Income Cost Income Cost
Main business 139,960,362.91 131,825,386.92 321,397,845.14 324,806,821.49
Other business 1,261,573.09 901,573.09 1,104,786.49 988,187.82
Total 141,221,936.00 132,726,960.01 322,502,631.63 325,795,009.31
27 .Business tax and surcharges
In RMB
Item 2015 2014
Consumption tax 2,205,002.33 549,375.17
Urban maintenance and construction tax 110,718.39 26,857.53
Educational surtax 66,250.23 16,226.65
Local educational surtax 44,168.18 11,817.73
Land VAT 773,431.93 3,959.57
Other 482,899.08 139.38
Total 3,682,470.14 608,376.03
Other explanation:
Business tax and surcharge increased 3,074,094.11Yuan over that of last period with 505.30% up, mainly because sale of Huijing
144
承德南江股份有限公司 2015 年年度报告全文
Tiandi carry over increased in the Period
In RMB
Item 2015 2014
Printing costs 1,800.00 16,388.00
Repair charge 10,809.02 37,985.06
Storage fee 31,673.06 16,027.89
Salary 179,766.00 333,297.73
Advertising fees 104,790.00 141,992.00
Port charges 693,698.50 153,068.85
Production costs 127,191.00
Lump sum 268,860.30 569,080.62
Transport charge 1,048,992.17 2,098,042.30
Depreciation and amortization 3,580.88 437,332.06
Material consumption 20,800.00 88,314.00
Packaging fee 19,134.01 90,748.83
Other 27,935.94 189,761.73
Total 2,411,839.88 4,299,230.07
Other explanation:
29. Administration expenses
In RMB
Item 2015 2014
Salary 5,887,235.45 5,157,622.44
Agency fee 2,359,318.07 1,157,509.29
Tenure tax 993,320.75 2,866,606.56
Business entertainment 1,854,692.89 1,673,528.24
Depreciation and amortization 10,181,276.35 1,812,529.94
Business-travel expense 1,585,708.09 1,292,323.42
Welfare expenses 2,339,685.61 950,060.65
Office allowance 914,658.13 629,720.11
Social insurance fee 720,528.82 895,186.95
Stamp duty 117,074.73 515,735.21
Travelling expenses 325,913.19 342,033.01
Amortization of low value consumables 43,284.00 103,321.43
145
承德南江股份有限公司 2015 年年度报告全文
Housing fund 239,677.56 201,245.00
Long-term deferred expenses 185,715.23 138,644.68
Repair charge 281,839.19 382,736.95
Material consumption 407,446.75 378,471.90
Educational expenditure 240.00 692,090.36
Rental fee 293,460.40 311,998.78
Premium 409,398.55 305,353.89
Other 1,556,579.86 1,744,036.87
Total 30,697,053.62 21,550,755.68
Other explanation:
30. Financial expenses
In RMB
Item 2015 2014
Interest expenses 541,657.65 1,855,248.49
Less: Interest income 562,040.16 354,411.83
Profit/loss on exchange 126,499.41
Bank handling charges 53,472.42 188,687.11
Total 33,089.91 1,816,023.18
Other explanation:
Financial expenses decrease 1,782,933.27 Yuan over that of last period with 98.18% declined, mainly because interest expenditure
decreased in the period
31. Asset impairment loss
In RMB
Item 2015 2014
I. Bad debt loss 2,648,362.86 1,588,068.88
II. Loss on inventory valuation -696,523.61 830,264.39
V. Impairment losses of long-term equity
4,455,549.93
investment
XIII. Impairment losses of goodwill 1,809,762.89
Total 6,407,389.18 4,228,096.16
Other explanation:
Assets impairment losses increase 2,179,293.02 Yuan over that of last period with 51.54% up, mainly because the accrual in the
146
承德南江股份有限公司 2015 年年度报告全文
period increased
32. Investment income
In RMB
Item 2015 2014
Long-term equity investment income
114,563.90 58,054.97
calculated on equity method
Investment income from disposal of long-term
11,309,875.93
equity investment
Other 171,000.00
Total 11,424,439.83 229,054.97
Other explanation:
33. Non-operating income
In RMB
Amount reckoned into current
Item 2015 2014
non-recurring gains/losses
Total income from disposal of
104,022,338.58 113,807,781.40 104,022,338.58
non-current assets
Including: income from
730.00
disposal of fixed assets
Income from disposal of
103,610,779.62 113,647,960.69 103,610,779.62
intangible assets
Government grants 2,720.00 2,720.00
Other 197,192.94 3,892,791.31 197,192.94
Total 104,222,251.52 117,700,572.71 104,222,251.52
Government grants reckoned into current gains/losses:
In RMB
Impact on Assets-relate
Distributed current Special d
Item Reasons Nature 2015 2014
by gains/losses grants (Y/N) /income-relat
(Y/N) ed
Income-relate
Grant-in-aid 2,720.00
d
Total -- -- -- -- -- 2,720.00 --
Other explanation:
147
承德南江股份有限公司 2015 年年度报告全文
In accordance with the “Measures of the Land Reserves” printed and issued by Government of Chengde County and Ministry of
Land and Resources as well as the relevant regulations of Chengde People’s Government’s specialized note [2012] No.59, lands of
the Company Chengde County Guo Yong (2013) Zi No.22 are reserved by Land Reserve Center of Chengde County, net revenue
from transferred amounting to103,610,779.62 Yuan.
34. Non-operating expenditure
In RMB
Amount reckoned into current
Item 2015 2014
non-recurring gains/losses
Total losses on disposal of
776,688.73 989,275.20 776,688.73
non-current assets
Including: Losses from disposal
263,014.00 263,014.00
of fixed assets
Losses from disposal of
787,348.56
intangible assets
Donating 2,020,000.00 1,500,000.00 2,020,000.00
Penalty and overdue fine 3,310,100.39 3,469,375.11 3,310,100.39
Other 72,426.06 1,989,035.07 72,426.06
Total 6,179,215.18 7,947,685.38 6,179,215.18
Other explanation:
35. Income tax expense
(1) Statement of income tax expenses
In RMB
Item 2015 2014
Current income tax 22,302,358.29 951,857.73
Deferred income tax 58,577.78
Total 22,360,936.07 951,857.73
(2) Adjustment on accounting profit and income tax expenses
In RMB
Item 2015
Total profit 74,730,609.43
Income tax measured by statutory/applicable tax rate 23,311,916.06
148
承德南江股份有限公司 2015 年年度报告全文
Adjusted the previous income tax 58,577.78
Impact by the deductible losses of the un-recognized previous
-1,009,557.77
deferred income tax
Income tax expenses 22,360,936.07
Other explanation
Income tax expenses increase 21,409,078.34 Yuan over that of last period with 2249.19% up, mainly because tax paid for land
reserves increased in the period
36. Other comprehensive income
Found in Note
37. Notes to statement of cash flow
(1) Other cash received in relation to operation activities
In RMB
Item 2015 2014
Intercourse funds 40,681,464.92 27,346,389.08
Interest income 562,040.16 354,411.83
Subsidy income 2,720.00
Other 1,992,784.55 3,892,791.31
Total 43,239,009.63 31,593,592.22
Explanation on other cash received in relation to operation activities
(2) Other cash paid in relation to operation activities
In RMB
Item 2015 2014
Disbursement costs 16,080,175.32 11,849,634.17
Intercourse funds 51,364,514.05 57,686,317.22
Donation costs 2,020,000.00 1,500,000.00
Penalty and overdue fine 3,310,100.39 3,469,375.11
Other 2,101,932.32 1,989,035.07
Total 74,876,722.08 76,494,361.57
Explanation on other cash paid in relation to operation activities
(3) Cash received from other investment activities
In RMB
149
承德南江股份有限公司 2015 年年度报告全文
Item 2015 2014
Explanation on cash received from other investment activities
(4) Cash paid related with other investment activities
In RMB
Item 2015 2014
Explanation on cash paid related with other investment activities
(5) Cash received from other financing activities
In RMB
Item 2015 2014
Change of monetary fund restricted 10,029,217.89
Total 10,029,217.89
Explanation on cash received from financing activities
(6) Cash paid related with other financing activities
In RMB
Item 2015 2014
Change of monetary fund restricted 2,277,554.26
Total 2,277,554.26
Change of monetary fund restricted
38. Supplementary information to statement of cash flow
(1) Supplementary information to statement of cash flow
In RMB
Supplementary information 2015 2014
1. Net profit adjusted to cash flow of
-- --
operation activities:
Net profit 52,369,673.36 73,235,225.77
Add: Preparations of assets depreciation 6,407,389.18 4,228,096.16
Depreciation of fixed assets, consumption of
oil assets and depreciation of productive 936,747.64 2,528,200.02
biology assets
Amortization of intangible assets 242,190.98 578,052.57
Amortization of long-term deferred expenses 8,385,673.19 2,280,843.52
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承德南江股份有限公司 2015 年年度报告全文
Loss from disposal of fixed assets, intangible
assets and other long-term assets(gain is -102,834,090.89 -112,818,506.20
listed with “-”)
Financial expenses (gain is listed with “-”) -281,429.89 1,855,248.49
Investment losses(gain is listed with “-”) -11,424,439.83 -229,054.97
Decrease of deferred income tax assets
58,577.78
(gain is listed with “-”)
Decrease of inventory (increase is listed with
-102,831,565.02 -325,973,586.16
“-”)
Decrease of operating receivable accounts
17,262,437.97 31,682,338.60
(increase is listed with “-”)
Increase of operating payable accounts
151,520,893.38 188,303,218.12
(decrease is listed with “-”)
Net cash flow arising from operating
19,812,057.85 -134,329,924.08
activities
2. Material investment and financing not
-- --
involved in cash flow
3. Net change of cash and cash equivalents: -- --
Balance of cash at period end 84,543,677.45 35,582,359.90
Less: Balance of cash equivalent at
35,582,359.90 77,981,488.06
year-begin
Net increase of cash and cash equivalents 48,961,317.55 -42,399,128.16
(2) Net cash payment for the acquisition of a subsidiary of the current period
In RMB
Amount
Including: --
Including: --
Including: --
Other explanation:
(3) Net cash received from the disposal of subsidiaries
In RMB
Amount
Including: --
Including: --
151
承德南江股份有限公司 2015 年年度报告全文
Including: --
Other explanation:
(4) Constitution of cash and cash equivalent
In RMB
Item Ending balance Opening balance
Ⅰ. Cash 84,543,677.45 35,582,359.90
Including: stock cash 70,613.10 33,252.06
Bank deposit available for payment at
84,473,064.35 35,549,107.84
any time
Ⅲ. Balance of cash and cash equivalent at
84,543,677.45 35,582,359.90
period-end
Other explanation:
39. Notes on items of changes of owner’s equity
Name and adjusted amount on “Other” at balance of year-end of last year :
40. Assets with ownership or right-to-use restricted
In RMB
Item Ending book value Restriction reasons
Monetary fund 3,693,739.53 Margin for housing mortgage
Total 3,693,739.53 --
Other explanation:
41. Foreign currency monetary items
(1) Foreign currency monetary items
In RMB
Balance of foreign currency at
Item Exchange rate convert RMB concert at Period-end
period-end
Moentary fund -- -- 5,161,974.04
Including: USD 794,898.76 6.4936 5,161,754.62
EURO
HKD 261.91 0.83778 219.42
152
承德南江股份有限公司 2015 年年度报告全文
Other explanation:
(2) Explanation on foreign operational entity, as for major foreign operational entity, disclosed foreign
main operation land, book-keeping currency and basis; and disclosed reasons if the book-keeping currency
changed
□ Applicable √ Not-applicable
42. Other
VIII. Changes of consolidation range
1. Enterprise merger not under the same control
(1) Enterprise merger not under the same control
In RMB
Revenue of Net profit of
the acquiree the acquiree
Time for Cost for Ratio of Basis of the
Way to Purchasing from from
Acquiree equity equity equity purchasing
obtained date purchasing purchasing
obtained obtained obtained date
date to date to
period-end period-end
Other explanation:
(2) Combined cost and goodwill
In RMB
Combine cost
Explanation on determination method for fair value of combine cost, contingent consideration and its changes:
Reason of major goodwill resulted:
Other explanation:
(3) Acquiree's identifiable assets and liabilities on purchasing date
In RMB
Fair value on purchasing date Book value on purchasing date
Determination method for fair value of the identifiable assets and liabilities:
Contingent liability of the acquiree taken during enterprise merger:
Other explanation:
153
承德南江股份有限公司 2015 年年度报告全文
(4) Gains/losses arising from re-calculation on fair value for the equity held before purchasing date
Whether the enterprise combine through multiple transaction by steps or not and obtained controlling rights during the reporting
period
□Y √N
(5)Explanation on the combination consideration, which is unable to confirm rationally on purchasing date
or combination date or on the fair value of identifiable assets and liabilities for the acquiree
(6) Other explanation
2. Enterprise merger under the same control
(1) Enterprise merger under the same control
In RMB
Revenue of Net profit of
the combined the combined Revenue of Net profit of
Basis for
Equity ratio Basis of party from party from the combined the combined
Combined merger under Combination
in combination period of period of party during party during
party the same date
combination date combined to combined to comparative comparative
control
combination combination period period
date date
Other explanation:
(2) Combine cost
In RMB
Combine cost
Explanation on contingent consideration and its changes:
Other explanation:
(3) Book value of the combined party's assets and liabilities on combine date
In RMB
Combination date End of last period
Contingent liability of the combined party taken in combination
Other explanation:
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3. Counter purchase
Transaction information, basis of counter purchase, whether the assets and liability of the listed company constitute a business and its
basis, determination of combined cost, the amount and calculation that adjusted while in treatment of equity transaction
4. Subsidiary disposal
Whether there is a single disposal of the investment in subsidiaries that is the loss of control
□ Yes √ No
Whether there is disposal of the investment in subsidiaries through multiple transactions step by step and loss of control in the current
period
□ Yes √ No
5. Other reasons for consolidation range changed
Reasons for changed on consolidation range (such as new subsidiary established, subsidiary liquidated etc.)And relevant information:
(I) Subsidiary acquired by investment
Name Invstment Established Shareholding ratio Net assets at Current net profit
way period-end
Hangzhou New 2015-10-13 90% 49,998,200.00 -1,800.00
Dongfeng invested
Total --- --- --- 49,998,200.00 -1,800.00
Hangzhou Dongfeng established on 13 October 2015, register capital was 100 million Yuan; paid-up capital was 50 million
Yuan.
(II) Companies exclude in consolidate scope in the Period
Name Reasons Disposal date Shareholding ratio Net assets on Net profit from
disposal date period-begin to disposal
date
Xingye Liquidation 2015-12-8 100% -15,918,001.58 0.00
Paper-making
Total --- --- --- -15,918,001.58 0.00
Xingye Papermaking Making was founded jointly by Nanjiang Company and (Hong Kong) Zhanxi International Group Co., Ltd
(hereinafter referred to as Hong Kong Zhanxi) on 26th Oct. 2001 authorized by the ‘Approval Certificate’ issued by WJMZSAZ[2001]
NO. 0065. Ruled by the Response to Joint Operation on Fund-Adding to Chengde Xingye Papermaking making Co., Ltd, which was
issued on 28th Oct. 2002 by Ministry of Foreign Trade and Economic Cooperation of the Republic of China (former Commerce
Ministry) authorized by WJMZEH[2001]NO. 969, register capital has to be raised to US$ 250 million from US$ 100 million; newly
added register capital should be paid out within 3 years since operation certificate was changed in accordance with methods both
parties ruled according to the contract and article of association. The paid-up capital of Xingye Papermaking was US$ 100 million.
Its register capital didn’t paid out within required period though shareholder had investment involved taking up 40% of the whole
register capital, including Nanjiang Company gave US$75 million with 75% equity and Hong Kong Zhanxi invested US$ 25 million
with 25% equity. In December of 2006, affected by smuggler affair on the largest shareholder Wang Shuxian and other senior
directors of Nanjiang Company, Xingye Papermaking suspended all its business, which led sharp loss to business. On 8th Dec. of
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承德南江股份有限公司 2015 年年度报告全文
2008, Hebei Province Chengde Intermediate People's Court confirmed liquidation for Xingye Papermaking raised by Chengde
th
Yonghe and Cement Co., Ltd, by the Civil Ruling (2008) CMPZ NO. 13. On 11 of Mar. 2009, Hebei Province Chengde
Intermediate People’s Court approved reconciliation request raised by Xingye Papermaking by the Civic Ruling (2008) CMPZ NO.
rd
13-2. On 23 of Apr 2009, Hebei Province Chengde Intermediate People's Court confirmed that largest shareholder of Xingye ever
stole the name of Hong Kong Zhanxi and set up a false foreign-capital corporation, by the Criminal Ruling (2009) JXEZZ NO. 44.
On 10th May of 2009, Hebei Province Chengde Intermediate People's Court confirmed that Xingye Papermaking had reconciled
th
with its creditor on 8 of May 2009 and ended the reconciliation procedure, by the Civil Ruling (2008) CMPZ NO. 13-3. In Oct of
2012, the Chengde Intermediate People’s Court issued Civil Mediation Agreement (2011) CMCZ NO. 76 which showed that Wang
Shuxian reached a reconciliation agreement with Nanjiang Company and that Wang Shuxian coordinated small shareholders of
Xingye Papermaking to give up their own equity as well as interests. As return, Nanjiang Company agreed to transfer its 20% equity
from Suning Banhe, land of industry-park (34.03 acres), plant (25596.87sqm) and No. 131 land (44.4 acres) to Wang Shuxian. After
reconciliation, Nanjiang Company wholly owns Xingye Papermaking. On 8 Dec. 2015, Xingye Papermaking handling the liquidation
procedures
6. Other
IX. Equity in other entity
1. Equity in subsidiary
(1) Constitute of enterprise group
Main operation Share-holding ratio
Subsidiary Registered place Business nature Acquired way
place Directly Indirectly
Enterprise merger
Nanjing Real Real estae
Chengde City Chengde City 100.00% under the same
Estate *1 development
control
Nanjiang Industrial
Chengde City Chengde City 100.00% Establishment
Investment*2 investment
Ecological Animal
Chengde City Chengde City 100.00% Establishment
Agriculture*3 husbandry
Hangzhou Stealth
Hangzhou Hangzhou 90.00% Establishment
Dongfeng *4 technology
International
Nanjiang Asia*5 Hong Kong Hong Kong 100.00% Establishment
investment
Morsh Production and
Chengde City Chengde City 90.00% Establishment
Technology *6 sale of Graphene
Huijing Property Property
Chengde City Chengde City 100.00% Establishment
*7 management
Enterprise merger
Runhua RW*8 Tianjin City Tianjin City International 30.00%
not under the
156
承德南江股份有限公司 2015 年年度报告全文
trading same control
Explanation on share-holding ratio in subsidiary different from ratio of voting right:
On 25 June 2013, Nanjiang Company completed the equity acquisition of Runhua RW with 9 million Yuan,
representing 30 percent equity of Runhua RW, and became the first largest shareholder of Runhua RW;
shareholder of the Runhua RW all agreed to restructuring the Board of Directors, totally five members in the
Board and Nanjiang Company takes 3 of them; the second largest shareholder, who holds 7.03 million Yuan
equity of the Runhua RW (representing 23.43 percent of the Runhua RW)- Lan Chunhong come to an agreement
of persons acting in concert with Nanjiang Company; the shareholder’s rights (excluding the right of self-benefit
as dividend rights and assignment right ) under the name of Lan Chunhong with the equity ratio holding are
totally entrusted to Nanjiang Company for execution, and Nanjiang Company holds 53.43 percent voting rights in
Runhua RW.
Basis for controlling the invested entity with half or below voting rights held and without controlling invested
entity but with over half and over voting rights:
Pursuit to the Article 8 “As for the half or below voting rights of the invested company are held by parent
company, consider as such parent company is able to control the invested company while satisfied one of the
conditions as follow, and the invested company shall recognized as the subsidiary included in consolidate scope of
the consolidate financial statement. However, except for there is evidence to show that the parent company is not
able to control the invested company”:
(i) Holds more than half of the voting rights of invested company through the agreement with invested company
and other investors;
(ii) have rights to determine the financial and operation policy of the invested company in line with the Article of
Association or Agreement;
(iii) have the rights to appoint and dismiss majority members of the BOD or similar institution of the invested
company;
(iv) takes majority voting rights in the BOD or similar institution of the invested company.” carried in Accounting
Standards for Business Enterprise No. 33 – Consolidate Financial Statement.
After equity acquisition, among the five members of the Board of Runhua RW, there are three members on behalf
of the Nanjiang Company, and main production managerial force will dispatch at the same time to Runhua RW;
furthermore, Najiang Company has 53.43 percent voting rights of the Runhua RW in line with the agreement with
other investors. Satisfied the regulations of Article 8 “Holds more than half of the voting rights of invested
company through the agreement with invested company and other investors” and “have the rights to appoint and
dismiss majority members of the BOD or similar institution of the invested company” carried in Accounting
Standards for Business Enterprise No. 33 – Consolidate Financial Statement, thus Runhua RW was included in
consolidate financial statement scope of the Nanjiang Company.
Controlling basis for the structuring entity included in consolidated range:
No such event occurred in the year
Basis on determining to be a agent or consignor:
No such event occurred in the year
Other explanation:
157
承德南江股份有限公司 2015 年年度报告全文
*1 Chengde Rongyida Real Estate Development Co., Ltd (“Rongyida” for short) was established on 20 February 2009 with
registered capital of 10 million Yuan, of which, Wang Fei invested 9 million Yuan, representing 90 percent of the registered capital
while one million Yuan contributed by Chen Liping, presenting 10 percent of the registered capital; On 27 th July 2009, Wang Fei and
Chen Liping transferred all their shares to the controlling shareholder Chen Rong. At the same time, Chen Rong transferred 100%
shares to Nanjiang Company with RMB1.00. After the transfer, Nanjiang Company wholly owned the Rongyida. On 3 April 2014, as
approved by Industry & Commercial Bureau of Chengde County, Rongyida changed its name to Chengde Nanjiang Real Estate
Development Co., Ltd. (“Nanjiang Real Estate” for short)
*2 Nanjiang Investment was established by Nanjiang Real Estate dated 9 October 2012, original registered capital was 50 million
Yuan, shareholder Nanjiang Real Estate contribute 50 million Yuan, presenting 100 percent of the registered capital; on 21 December
2012, the 100 percent equity held by Nanjiang Real Estate are transferred to Nanjiang Company with 50 million Yuan, after
transferred, Nanjiang Company holds total equity of the Nanjiang Investment; on 6 January 2013, Nanjiang Company increase
capital 40 million Yuan to Nanjiang Investment, and registered capital comes to 90 million Yuan after capital increased.
*3 Ecological Agriculture was established by Nanjiang Investment on 24 October 2012, original registered capital was 5 million
Yuan, shareholder Nanjiang Investment contributes 5 million Yuan with 100 percent held in total registered capital. On 18 April
2013, Nanjiang Investment increase 5 million Yuan to Ecological Agriculture and the registered capital turns to 10 million Yuan after
increased.
*4 Hangzhou Dongfeng was jointly invested by Nanjiang Company and Eagles Men Aeronautic Science and Technology Group Co.,
Ltd. On 13 Oct. 2015 with register capital amounting to 100 million Yuan, paid-up capital was 50 million Yuan, among which,
Nanjiang Company contributes 45 million Yuan, a 90% of the total capital while Eagles invested 5 million Yuan, a 10% in total
capital.
*5 Nanjiang Asia was founded by Nanjiang Company on 14th Nov. 2013, located in Hong Kong, with register capital of US$ 20
million, the paid-up was US$ 797, 583.34.
*6Morsh Technology was founded jointly by Nanjiang Investment and Ningbo Morsh Technology on 24 th Jan. 2013 with register
capital of RMB50 million, including Nanjiang Investment invested RMB45 million taking up 90% of the total investment; Ningbo
Morsh Technology invested RMB5 million taking up 10%.
*7Huijing Property was founded by Nanjiang Investment on 18th Nov. 2013 with register capital of RMB500,000. Shareholder
Nanjiang Investment invested RMB500,000 wholly owning it.
*8 Runhua Rural Water was founded on 28th Aug. 2008 after Tianjin Binhai New District Commercial Administration Bureau
registered and approved, with corporation Certificate with registration No. 120192000028688. Original register capital was RMB30
million, including, Runhua RW Industrial Development Company invested RMB 4 million with 13.34% ratio, Yang Shengbao
invested RMB one million with ratio of 3.33%, Wang Qianying invested RMB2 million with ratio of 6.67%, Ren Peiwen invested
RMB2.01 million with ratio of 6.7%, Zhang Xiaofan invested RMB one million with ratio of 3.33%, Lan Chunhong invested
RMB9.03 million with ratio of 30.10%, Zhao Qinghua invested RMB7 million with ratio of 23.33%, Jia Zhenghong invested RMB3
million with ratio of 10.00% and Li Kai invested RMB960,000 with ratio of 3.2%. On 25th June 2013, in accordance with the signed
equity transfer agreement, Lan Chunhong and Zhao Qinghua respectively transferred 6.67% and 23.33% of shares they held from the
Company to Nanjiang Holding. After transfer Nanjiang Holding invested RMB9 million taking up 30% of the register capital. After
this change, investment ratio of shareholders particularized as: Runhua RW Development invested RMB4 million with ratio of
158
承德南江股份有限公司 2015 年年度报告全文
13.34%, Yang Shengbao invested RMB one million with ratio of 3.33%, Wang Qianying invested RMB2 million with ratio of 6.67%,
Ren Peiwen invested RMB2.01 million with ratio of 6.7%, Zhang Xiaofan invested RMB one million with ratio of 3.33%, Lan
Chunhong invested RMB7.03 million with ratio of 23.43%, Jia Zhenghong invested RMB3 million with ratio of 10.00%, Li Kai
invested RMB960,000 with ratio of 3.2%. Nanjiang holding invested RMB9 million with ratio of 30%.
(2) Important non-wholly-owned subsidiary
In RMB
Dividend announced to
Share-holding ratio of Gains/losses attributable Ending equity of
Subsidiary distribute for minority in
minority to minority in the Period minority
the Period
Morsh Technology 10.00% -12,290.85 4,807,820.91
Runhua RW 70.00% -6,490,562.90 8,946,951.15
Hangzhou Dongfeng 10.00% -180.00 4,999,820.00
Explanation on share-holding ratio of minority different from ratio of voting right:
On 25 June 2013, Nanjiang Company completed the equity acquisition of Runhua RW with 9 million Yuan, representing 30 percent
equity of Runhua RW, and became the first largest shareholder of Runhua RW; shareholder of the Runhua RW all agreed to
restructuring the Board of Directors, totally five members in the Board and Nanjiang Company takes 3 of them; the second largest
shareholder, who holds 7.03 million Yuan equity of the Runhua RW (representing 23.43 percent of the Runhua RW)- Lan Chunhong
come to an agreement of persons acting in concert with Nanjiang Company; the shareholder’s rights (excluding the right of
self-benefit as dividend rights and assignment right ) under the name of Lan Chunhong with the equity ratio holding are totally
entrusted to Nanjiang Company for execution, and Nanjiang Company holds 53.43 percent voting rights in Runhua RW.
Other explanation:
(3) Main finance of the important non-wholly-owned subsidiary
In RMB
Ending balance Opening balance
Subsidia Non-curr Non-curr Non-curr Non-curr
Current Total Current Total Current Total Current Total
ry ent ent ent ent
assets assets liability liability assets assets liability liability
assets liability assets liability
Runhua 17,962,5 7,608,43 25,570,9 12,789,6 12,789,6 40,529,2 12,069,2 52,598,4 30,544,8 30,544,8
RW 29.56 0.42 59.98 01.19 01.19 09.40 11.90 21.30 29.80 29.80
Morsh
48,862,4 48,862,4 784,228. 784,228. 48,868,1 48,868,1 667,018. 667,018.
Technolo
37.12 37.12 00 00 35.67 35.67 00 00
gy
Hangzho
49,725,9 352,289. 50,078,2 80,000.0 80,000.0
u
10.99 01 00.00 0 0
Dongfen
159
承德南江股份有限公司 2015 年年度报告全文
g
In RMB
2015 2014
Cash flow Cash flow
Total Total
Subsidiary Operation from Operation from
Net profit comprehensi Net profit comprehensi
Income operation Income operation
ve income ve income
activity activity
97,624,160.5 313,501,245. -50,422,057.0
Runhua RW -9,272,232.71 -9,272,232.71 -9,603,704.17 -9,837,898.75 -9,837,898.75
8 01 2
Morsh
-122,908.55 -122,908.55 -5,698.55 -1,586,409.14 -1,586,409.14 -919,391.14
Technology
Hangzhou
114,529.92 -1,800.00 -1,800.00 -645,297.54
Dongfeng
Other explanation:
(4) Significant restrictions on the use of enterprise group assets and pay off debts of the enterprise group
(5)Financial or other supporting offer to structuring body included in consolidate statement scope
Other explanation:
2. Transaction that has owners equity shares changed in subsidiary but still with controlling rights
(1) Explanation on changes in owner's equity in subsidiaries
(2)Impact on minority interest and owner's equity attributable to parent company from transaction
In RMB
Other explanation
3. Equity in joint venture and cooperative enterprise
(1) Important joint venture and cooperative enterprise
Share-holding ratio Accounting
treatment on
Main operation investment for
Name Registered place Business nature
place Directly Indirectly joint venture and
cooperative
enterprise
160
承德南江股份有限公司 2015 年年度报告全文
Development,
Runhua RW transfer and
(Tianjin) promotion service
Water-saving Tianjin City Tianjin City of the 31.75% Equity method
Technology Co., water-saving
Ltd. technology for
agriculture
Wuchan Minfeng
(Tianjin) International
Tianjin City Tianjin City 49.00% Equity method
Chemical Trade trading
Co., Ltd.
Share-holding ratio or shares enjoyed different from voting right ratio:
Basis of the voting rights with 20% below but with major influence, or without major influence but with over 20% (20% included)
voting rights hold:
(2) Main financial information of the important joint venture
In RMB
Ending balance/2015 Opening balance/2014
Other explanation
(3) Main financial information of the important affiliated business
In RMB
Ending balance/2015 Opening balance/2014
Other explanation
(4) Financial summary for non-important Joint venture and affiliate enterprise
In RMB
Ending balance/2015 Opening balance/2014
Joint venture: -- --
Total on below item by shareholding ratio -- --
Affiliated enterprise: -- --
Total on below item by shareholding ratio -- --
Other explanation
(5) Major limitation on capital transfer ability to the Company from joint venture or affiliates
(6) Excess loss occurred in joint venture or affiliates
161
承德南江股份有限公司 2015 年年度报告全文
In RMB
Losses un-determined in the
Cumulated previous losses Cumulated losses
Name Period(net profit share in the
determined un-determined at period-end
Period)
Other explanation
(7) Unconfirmed commitment with joint venture investment concerned
(8) Intangible liability with joint venture or affiliates investment concerned
4. Major conduct joint operation
Shareholding ratio/quota enjoy
Joint operation Main operation site Register place Business
Directly Indirectly
Explanation on shareholding ratio or quota enjoy in joint operation different from voting rights:
If the joint operation was the independent body, basis of classification of joint operation:
Other explanation
5. Structured body excluding in consolidate financial statement
Relevant explanation:
6. Other
X. Related party and related transactions
1. Parent company of the enterprise
Share-holding ratio
Voting right ratio on
Parent company Registration place Business nature Registered capital on the enterprise for
the enterprise
parent company
Explanation on parent company of the enterprise
The Company has no parent company; controller refers to the first largest shareholder Mr. Wang Dong, who holds 29.49% equity of
the Company
Ultimate controller of the Company: Mr. Wang Dong
Other explanation:
2. Subsidiary of the Enterprise
Found more in Note IX(I) equity in subsidiary
3. Cooperative enterprise and joint venture
Found more in Note IX.-equity in joint venture or affiliated
162
承德南江股份有限公司 2015 年年度报告全文
Other cooperative enterprise and joint venture that have related transaction with the Company in the Period or occurred in pervious
period
Name Relationship
Runhua RW (Tianjin) Water-saving Technology Co., Ltd. Joint venture
Wuchan Minfeng (Tianjin) Chemical Trade Co., Ltd. Joint venture
Other explanation
4. Other related party
Other related party Relationship with the Enterprise
Other explanation
5. Related transaction
(1) Goods purchasing, labor service providing and receiving
Goods purchasing/labor service receiving
In RMB
Whether over the
Related party Content 2015 Amount approved 2014
transaction limit
Goods sold/labor service providing
In RMB
Related party Content 2015 2014
Wuchan Minfeng (Tianjin)
Sales of goods 0.00 168,562,321.06
Chemical Trading Co., Ltd.
Explanation on goods purchasing, labor service providing and receiving
(2) Related trusteeship management/contract & entrust management/ outsourcing
Trusteeship management/contract:
In RMB
Income
Client/contract-ou Commissioned
Assets type Start date Expire date Pricing basis recognized in the
t party party/contractor
period
Explanation
N/A
Entrust management/ outsourcing:
In RMB
163
承德南江股份有限公司 2015 年年度报告全文
Expenses
Client/contract-ou Commissioned
Assets type Start date Expire date Pricing basis recognized in the
t party party/contractor
period
Explanation
N/A
(3) Related leasing
As a lessor for the Company:
In RMB
Lease income recognized in the Lease income recognized in last
Lessee Assets type
Period Period
As a lessee for the Company:
In RMB
Rental fee recognized in the Rental fee recognized in last
Lessor Assets type
Period Period
Explanation on related lease
(4) Related guarantee
The Company acts as a secured party
In RMB
Whether the guarantee
Secured party Guarantee amount Start date Expiry date
implemented or not
As a secured party by the Company
In RMB
Whether the guarantee
Guarantor Guarantee amount Start date Expiry date
implemented or not
Explanation on related guarantee
(5) Borrowed funds from related party
In RMB
Related party Borrowing amount Start date Expiry date Note
Inter-bank borrowing
Lending transaction
(6) Related party’s assets transfer and debt reorganization
In RMB
Related party Content 2015 2014
164
承德南江股份有限公司 2015 年年度报告全文
(7) Remuneration of key management personnel
In RMB
Item 2015 2014
Remuneration of key management
190.62 144.29
personnel
(8) Other related transaction
6. Account receivable/payable from/to related party
(1) Account receivables
In RMB
Ending balance Opening balance
Item Related party
Book balance Bad debt provision Book balance Bad debt provision
Wuchan Minfeng
Other account
(Tianjin) Chemical 0.00 0.00 12,000,000.00 0.00
receivable
Trade Co., Ltd.
(2) Account payable
In RMB
Item Related party Ending book balance Opening book balance
Wuchan Minfeng (Tianjin)
Account received in advance 0.00 12,032,434.62
Chemical Trade Co., Ltd.
7. Commitment of related party
8. Other
XI. Share-based payment
1. Share-based payment
□ Applicable √ Not applicable
2. Share-based payment settled by equity
□ Applicable √ Not applicable
165
承德南江股份有限公司 2015 年年度报告全文
3. Share-based payment settled by cash
□ Applicable √ Not applicable
4. Modification and termination of the share-based payment
Nil
5. Other
XII. Commitment and contingency
1. Important commitment
Important commitment on balance sheet date
No such commitment need to disclose in the Year
2. Contingency
(1) Important contingency on balance sheet date
Up to 31st December 2015, balance of guarantee offer to the mortgage loan for owner of commercial house purchased was 32.47
million Yuan.
(2) If the Company has no important contingency need to disclosed, explain reasons
The Company has no important contingency that need to disclose.
3. Other
XIII. Events after balance sheet date
1. Important non adjustment matters
In RMB
Impact on financial status and Reasons of fails to estimate the
Item Content
operation results impact
2. Profit distribution
In RMB
166
承德南江股份有限公司 2015 年年度报告全文
3. Sales return
4. Other events after balance sheet date
Nil
XIV. Other important events
1. Previous accounting errors collection
(1) Retrospective restatement
In RMB
Items impact during vary
Content Treatment procedure Accumulated impact
comparative period
(2) Prospective application
Content Approval procedure Reasons
2. Debt restructuring
Nil
3. Assets replacement
(1) Non-monetary assets
Nil
(2) Other assets
Nil
4. Pension plan
Nil
5. Discontinuing operation
In RMB
Profit of
Item Revenue Expenses Total profit Income tax Net profit discontinuing
operation
167
承德南江股份有限公司 2015 年年度报告全文
attributable to
owners of parent
company
Other explanation
Nil
6. Segment
(1) Recognition basis and accounting policy for reportable segment
(2) Financial information for reportable segment
In RMB
Item Offset of segment Total
(3) The Company has no segment, or unable to disclose total assets and liability of the segment, explain
reasons
(4) Other explanation
Nil
7. Major transaction and events makes influence on investor’s decision
Nil
8. Other
XV. Principle notes of financial statements of parent company
1. Other accounts receivable
(1) Other accounts receivable
In RMB
Ending balance Opening balance
Book balance Bad debt reserve Book balance Bad debt reserve
Type Book
Proportio Accrual Proportio Accrual Book value
Amount Amount value Amount Amount
n ratio n ratio
Other receivables
accrued for provision 14,087,6 194,127. 13,893,56 16,687, 16,638,184.
99.51% 1.38% 99.58% 49,078.42 0.29%
of bad debt by 92.95 22 5.73 262.55 13
portfolio
168
承德南江股份有限公司 2015 年年度报告全文
Other receivables
with minor single
70,000.0 70,000.0 70,000.
amount but accrued 0.49% 100.00% 0.42% 70,000.00 100.00%
0 0 00
for provision of bad
debt on a single basis
14,157,6 264,127. 13,893,56 16,757, 119,078.4 16,638,184.
Total 100.00% 1.87% 100.00% 0.71%
92.95 22 5.73 262.55 2 13
Other receivables with large single amount and accrued for provision of bad debt on a single basis at period-end:
□ Applicable √ Not-applicable
Other account receivables accrued for provision of bad debt by aging analysis method in portfolio:
√ Applicable □ Not-applicable
In RMB
Ending balance
Aging
Other account receivable Provision for bad debts Provision ratio
Within one year
Subtotal within one year 660,362.94 33,018.15 5.00%
1- 2 years 805,545.36 161,109.07 20.00%
Total 1,465,908.30 194,127.22 13.24%
Portfolio recognized:
Other accounts receivable accrued for provision of bad debt by percentage of balance in portfolio:
□ Applicable √ Not-applicable
Other accounts receivable accrued for provision of bad debt by other methods in portfolio:
√ Applicable □ Not-applicable
Portfolio Ending balance
Other account receivable Provision for bad debts Provision ratio(%)
Ecological Agriculture 8,012,123.82 --- ---
Morsh Technology 284,228.00 --- ---
Nanjiang Asia 4,799.86 --- ---
Petroleum account paid in advance to 98,836.28 --- ---
Petroleum Company
Land Reserve Center of Chengde 3,678,200.00 --- ---
County Final payment for land
acquisition
Specific fund of cement 90,421.00 --- ---
Loan for staff 453,175.69 --- ---
Total 12,621,784.65 --- ---
169
承德南江股份有限公司 2015 年年度报告全文
(2) Provision for bad debts accrued, regain or switch back in the Period
There is 423,416.78 Yuan provision for bad debts accrued in the Period; and 278,367.98 Yuan regains or switch back in the Period.
Including the followed significant amount regains or switch back in the Period:
In RMB
Unit Regains or switch back Way of regain
(3) Other account receivable actually written off in the Period
In RMB
Item Amount written off
Including important account written off:
In RMB
Generated from
Written off
Unit Nature Amount written off Reasons related transaction
procedures
(Y/N)
Explanation on written off for other account receivable:
(4) Other account receivables category by nature of money
In RMB
Nature of money Ending book balance Opening book balance
Intercourse funds 8,301,151.68 6,537,617.91
Margin 3,203,400.00
Pretty cash 1,862,870.77 3,139,131.81
Land purchase 3,678,200.00 3,678,200.00
Other 315,470.50 198,912.83
Total 14,157,692.95 16,757,262.55
(5) Top five other account receivables collected by arrears party at ending balance
In RMB
Proportion in total Ending balance of
Unit Nature of money Ending balance Aging
other receivables bad debt provision
Nanjing Ecological
Intercourse funds 8,012,123.82 Within one year 56.59%
Agriculture
170
承德南江股份有限公司 2015 年年度报告全文
Land Reserve Center Final payment for
3,678,200.00 1-2 years 25.98%
of Chengde County land acquisition
Within one year ;
Ma Haipeng Petty cash 965,087.36 6.82% 152,334.17
1-2 years
Morsh Technology Within one year ;
Intercourse funds 284,228.00 2.01%
Company 1-2 years
Wu Guishuang Petty cash 200,000.00 Within one year 1.41% 10,000.00
Total -- 13,139,639.18 -- 92.81% 162,334.17
(6) Account receivable with government grand involved
In RMB
Time and amount
Name Government grand Ending balance Ending age
collected and basis
(7) Other account receivable de-recognition due to financial assets transfer
(8) Assets and liabilities resulted by other account receivable transfer and continues involvement
Other explanation:
2. Long-term equity investment
In RMB
Ending balance Opening balance
Item Depreciation Depreciation
Book balance Book value Book balance Book value
reserves reserves
Investment for
202,284,836.37 202,284,836.37 783,852,164.40 626,567,328.03 157,284,836.37
subsidiary
Total 202,284,836.37 202,284,836.37 783,852,164.40 626,567,328.03 157,284,836.37
(1) Investment for subsidiary
In RMB
Depreciation Ending balance of
Increased in Decreased in
Invested company Opening balance Ending balance reserves accrual depreciation
2015 2015
in the Period reserves
Nanjing Real
53,114,299.73 53,114,299.73
Estate
Nanjiang 90,000,000.00 90,000,000.00
171
承德南江股份有限公司 2015 年年度报告全文
Investment
Xingye
626,567,328.03 626,567,328.03
Papermaking
Runhua RW 9,170,370.00 9,170,370.00
Nanjiang Asia 5,000,166.64 5,000,166.64
Hangzhou
45,000,000.00 45,000,000.00
Dongfeng
Total 783,852,164.40 45,000,000.00 626,567,328.03 202,284,836.37
(2) Investment for joint venture and associated enterprise
In RMB
Changes in 2015
Investme Cash Ending
Other
nt dividend balance
Unit of Additiona comprehe Depreciat
Opening Negative gains/loss Other or profit Ending of
investmen l nsive ion
balance investmen es equity announce Other balance depreciati
t investmen income reserves
t recognize changes d to on
t adjustmen accrual
d by distribute reserves
t
equity d
I. Joint venture
II. Associated enterprise
(3) Other explanation
3. Operation income and operation cost
In RMB
2015 2014
Item
Income Cost Income Cost
Main business 36,411,825.04 27,147,311.94
Other business 6,911,573.09 901,573.09 8,217,142.76 988,187.82
Total 43,323,398.13 28,048,885.03 8,217,142.76 988,187.82
Other explanation:
4. Investment gains
In RMB
Item 2015 2014
172
承德南江股份有限公司 2015 年年度报告全文
Income of long-term equity investment
-4,608,125.64
calculated based on equity
Total -4,608,125.64
5. Other
XVI. Supplementary information
1. Details of current non-recurring profits and losses
√ Applicable □ Not-applicable
In RMB
Item Amount Remark
Gains/losses from the disposal of
103,245,649.85
non-current asset
Governmental subsidy reckoned into current
gains/losses (not including the subsidy
enjoyed in quota or ration according to 2,720.00
national standards, which are closely
relevant to enterprise’s business)
Gains/losses from contingency without
11,309,875.93
normal business concerned
Other non-operating income and expense
-5,205,333.51
other than the abovementioned ones
Less: Impact on income tax 25,812,092.46
Impact on minority shareholders equity -6,503,033.76
Total 90,043,853.57 --
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
2. REO and earnings per share
Earnings per share
Profits during report period Weighted average ROE Diluted EPS
Basic EPS (Yuan/share)
(Yuan/share)
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承德南江股份有限公司 2015 年年度报告全文
Net profits belong to common stock
18.43 0.08 0.08
stockholders of the Company
Net profits belong to common stock
stockholders of the Company after
-9.76 0 0
deducting nonrecurring gains and
losses
3. Difference of the accounting data under accounting rules in and out of China
(1) Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not-applicable
(2) Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not-applicable
(3) Explanation on data differences under the accounting standards in and out of China; as for the
differences adjustment audited by foreign auditing institute, listed name of the institute
4. Other
174
承德南江股份有限公司 2015 年年度报告全文
Section XI. Documents available for reference
1. Financial statement carried with the signature and seal of the Person in charge of the Company,
person in charge of the accounting works and accountant in charge.
2. Original audit report seal with accounting firms and signature and seal from CPA;
3. Text and original draft of the notice that disclosed in reporting period on newspapers appointed
by CSRC;
175
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