南江B:2016年第一季度报告正文(英文版)

来源:深交所 2016-04-30 00:00:00
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承德南江股份有限公司 2016 年第一季度报告正文

Stock Code: 200160 Short Form of the Stock: Nanjiang B Public Notice No.: 2016-034

Chengde Nanjiang Co., Ltd.

Text of First Quarterly Report 2016

1

承德南江股份有限公司 2016 年第一季度报告正文

Section I. Important Notes

Board of Directors and the Supervisory Committee of Chengde Nanjiang Co.,

Ltd. (hereinafter referred to as the Company) and its directors, supervisors and

senior executives should guarantee the reality, accuracy and completion of the

quarterly report, there are no any fictitious statements, misleading statements or

important omissions carried in this report, and shall take legal responsibilities,

individual and/or joint.

All Directors are attended the Board Meeting for Quarterly Report deliberation.

Zhao Yongsheng, Person in charge of the Company, Zhao Yongsheng, person in

charger of accounting works and Liu Guofeng, person in charger of accounting

organ (accounting officer) hereby confirm that the Financial Report of this

Quarterly Report is authentic, accurate and complete.

2

承德南江股份有限公司 2016 年第一季度报告正文

Section II. Main financial data and changes of shareholders

I. Main accounting data and financial indexes

Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting

error correction or not

√Yes □No

Changes of this period

Same period of last year over same period of last

Current Period

year

Before adjustment After adjustment After adjustment

Operating income (RMB) 46,379,194.49 76,700,090.57 26,398,533.74 75.69%

Net profit attributable to

shareholders of the listed 1,078,731.20 -6,512,864.22 -6,204,376.06 117.39%

company(RMB)

Net profit attributable to

shareholders of the listed company

1,147,902.15 -6,556,527.19 -6,248,039.03 118.37%

after deducting non-recurring gains

and losses(RMB)

Net cash flow arising from operating

30,707,074.03 -13,134,238.84 -13,134,238.84 333.79%

activities(RMB)

Basic earnings per share (RMB/Share) 0.002 -0.01 -0.01 120.00%

Diluted earnings per share (RMB/Share) 0.002 -0.01 -0.01 120.00%

Weighted average ROE (%) 0.31% -2.27% -2.16% 2.47%

Changes of this

At the end of last year period-end over same

At the end of the

period-end of last year

reporting period

Before adjustment After adjustment After adjustment

Total assets (RMB) 864,868,178.16 854,793,263.22 854,793,263.22 1.18%

Net assets attributable to shareholder of

353,334,854.76 352,256,123.56 352,256,123.56 0.31%

listed company (RMB)

The causes of changes in accounting policies and the situation of accounting error correction

Some sold products of Nanjiang Huijing Tiandi Community project developed and constructed by the Company has not been

handled with property right registration procedures, resulting in the recognition criteria not completely meeting the revenue, the

company has adjusted the data of this part after the confirmation of accountants, resulting in the differences between the

above-mentioned financial index and the financial indicators related to the disclosed quarterly reports reports.

Items of non-recurring gains and losses

√ Applicable □ Not applicable

3

承德南江股份有限公司 2016 年第一季度报告正文

In RMB

Amount from year-begin to

Item Note

period-end

Other non-operating income and expenditure except for the

-69,170.95

aforementioned items

Total -69,170.95 --

Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies

Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to

the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their

Securities to the Public --- Extraordinary Profit/loss, explain reasons

□ Applicable √ Not applicable

In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of

extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to

the Public --- Extraordinary Profit/loss

II. Total number of shareholders at the end of this report period and top ten shareholders

1. Number of common shareholders and preference shareholders with voting rights recovered and top ten common

shareholders

In shares

Total preference shareholders

Total number of common with voting rights recovered at

shareholders at the end of report 19,555 0

period end of reporting period (if

applicable)

Top ten shareholders

Proportion Amount of Number of share pledged/frozen

Nature of Amount of shares

Shareholder’s name of shares non-tradable

shareholder held State of share Amount

held shares held

Domestic

Wang Dong 29.49% 208,324,800 208,324,800 Frozen 208,324,800

natural person

China Everbright Overseas legal

13.28% 93,833,093 0

Securities (HK) Limited person

GUOTAI JUNAN

Overseas legal

SECURITIES(HONGK 6.87% 48,524,062 0

person

ONG) LIMITED

Domestic

Chengde North

non-state-owned 2.62% 18,517,651 18,517,651

Industrial Corporation

legal person

Domestic

Wang Zhengsong 1.89% 13,327,891 13,327,891

natural person

Domestic

Wang Wensheng 1.03% 7,258,007 0

natural person

4

承德南江股份有限公司 2016 年第一季度报告正文

Domestic

Zhou Haihong 0.95% 6,708,495 0

natural person

Domestic

Li Tianyun 0.73% 5,158,000 0

natural person

Shanghai H.K. Overseas legal

0.71% 4,995,920 0

Wangguo Securities person

Domestic

Chen Yan 0.57% 4,023,256 0

natural person

Top ten shareholders with tradable shares held

Type of shares

Shareholder’s name Amount of tradable shares held

Type Amount

Domestically

China Everbright Securities (HK) Limited 93,833,093 listed foreign 93,833,093

shares

Domestically

GUOTAI JUNAN

48,524,062 listed foreign 48,524,062

SECURITIES(HONGKONG) LIMITED

shares

Domestically

Wang Wensheng 7,258,007 listed foreign 7,258,007

shares

Domestically

Zhou Haihong 6,708,495 listed foreign 6,708,495

shares

Domestically

Li Tianyun 5,158,000 listed foreign 5,158,000

shares

Domestically

Shanghai H.K. Wangguo Securities 4,995,920 listed foreign 4,995,920

shares

Domestically

Chen Yan 4,023,256 listed foreign 4,023,256

shares

Domestically

Zhao Ziying 3,286,616 listed foreign 3,286,616

shares

VANGUARD TOTAL Domestically

INTERNATIONAL STOCK INDEX 3,182,875 listed foreign 3,182,875

FUND shares

Domestically

Peng Wei 2,978,525 2,978,525

listed foreign

5

承德南江股份有限公司 2016 年第一季度报告正文

shares

The Company is unknown whether there exists associated relationship or belongs to

Explanation on associated relationship

consistent actor regulated by “management method for acquisition of listed company”

among the aforesaid shareholders

among the above said shareholders.

Explanation on top ten shareholders

N/A

involving margin business (if applicable)

Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement

dealing in reporting period

□ Yes √ No

The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back

agreement dealing in reporting period.

2. Total shareholders with preferred stock held and shares held by top ten shareholders with preferred

stock held

□ Applicable √ Not applicable

6

承德南江股份有限公司 2016 年第一季度报告正文

Section III. Significant Events

I. Particulars about material changes in items of main accounting statement and financial

index and explanations of reasons

√Applicable □Not applicable

Seria Item Ending balance Opening balance Changes Reasons

l Amount changed Ratio

changed

1 Due to an increase in funds

Long-term equity

27,343,974.43 2,343,974.43 25,000,000.00 1066.56% invested in Dongguan

investment

Dongfeng in current period

2 Operation income Due to an increase in

46,379,194.49 26,398,533.74 19,980,660.75 75.69% carry-over incomes from real

estate in current period

3 Operation cost Due to an increase in cost

36,430,367.17 26,996,960.32 9,433,406.85 34.94% from real estate in current

period

4 Operation taxes and Due to an increase in taxes

additional and dues on carry-over

2,726,869.98 17,761.16 2,709,108.82 15252.99%

incomes from real estate in

current period

5 Operation profit Due to an increase in profits

559,568.39 -6,783,369.20 7,342,937.59 108.25% of carry-over incomes from

real estate in current period

6 Due to an increase in

Net cash flow from

30,707,074.03 -13,134,238.84 43,841,312.87 333.79% house-selling funds in current

operation activity

period

7 Because the funds invested in

Net cash flow from

-26,108,450.99 -142,355.00 -25,966,095.99 -18240.38% Dongguan Dongfeng has

investment activity

been paid in current period

II. Analysis and explanation of significant events and their influence and solutions

□ Applicable √ Not applicable

III. Commitments that the company, shareholders, actual controller, offeror, directors, supervisors, senior

management or other related parties have fulfilled during the reporting period and have not yet fulfilled by

the end of reporting period

√Applicable □Not applicable

Commitme Commitmen

Commitments Promise Type of Content of commitments Implementation

nt date t term

7

承德南江股份有限公司 2016 年第一季度报告正文

commitment

s

Commitments

for Share

Merger

Reform

1. Commitments in aspect of independency of

listed company:

For the equity changes, that is 208,324,800

shares of Chengde Dalu Co., Ltd held by

Chen Rong was transfer, Wang Dong

guarantee there are no influence on the

independent of employee, financial,

Commitmen

institution, business and integrity of assets of

ts in

Chengde Dalu Co., Ltd. After transaction,

Commitments Controlli horizontal

Chengde Dalu Co., Ltd still has the ability of Duration of

in report of ng competition, 2012-04-2

independent operation and owes independent the Implementing

acquisition or sharehol related 4

legal person, and continues to owes the Company

equity change der transactions,

independency of institution, assts, employees,

and capital

production and financial. 2. Commitments for

occupying

horizontal competition: after 208,324,800

shares of Chengde Dalu Co., Ltd held by

Chen Rong was transfer, Wang Dong

guarantee there are no or potential horizontal

competition between the Chengde Dalu Co.,

Ltd and Wang Dong and related parties of

Wang Dong

After auditing, net

profit for year of

2015 under the

name of Runhua

The performance compensation commitment: RW (Tianjin)

net profit (deducting non-recurring gains and International Trade

Performance

losses) for 2012, 2013, 2014 and 2015 for Co., Ltd. was

commitment

Controlli Runhua RW (Tianjin) International Trade -9.2722 million

Commitments and

ng Co., Ltd. Respectively can’t be less than 2013-04-1 Yuan, which is

in assets compensatio 2012-2015

sharehol 306,300 Yuan, 904,000 Yuan, 1,500,000 Yuan 0 short of the

reorganization n

der and 3,400,000 yean. If the actual net profit is commitment of

arrangement

less than the promised, the controlling performance for

s

shareholders shall perform the obligations of year of 2015. the

profit compensation accordingly. Company will

supervise and urge

the controlling

shareholder to

implement

8

承德南江股份有限公司 2016 年第一季度报告正文

compensation

commitment

according to the

auditing results.

Commitments

in initial

public offering

or re-financing

Commitments

in stock option

incentive plan

Other

commitments

for medium

and small

shareholders

Completed on

Yes

time

IV. Predict of the business performance from January to June 2016

Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next report period may be

loss or have great changes comparing with the same period of last year

□Applicable √Not applicable

V. Securities Investment

□ Applicable √ Not applicable

No security investment in Period.

VI. Derivative investment

□ Applicable √ Not applicable

No derivative investment in the Period.

VII. Registration form for receiving research, communication and interview in the report

period

√ Applicable □ Not applicable

Time Way Type Basic situation index of investigation

Progress of the suspension of the

2016-01-20 Telephone communication Individual

Company, no materials required

Operation of the Company, no materials

2016-02-24 Telephone communication Individual

required

2016-03-17 Telephone communication Individual Current condition of the Company, no

9

承德南江股份有限公司 2016 年第一季度报告正文

materials required

VIII. Guarantee outside against the regulation

□Applicable √Not applicable

The Company had no guarantee outside against the regulation in the reporting period.

IX. Non-operational fund occupation from controlling shareholders and its related party

□ Applicable √ Not applicable

The Company had no non-operational fund occupation form controlling shareholders and its related party in the period

10

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