CHENGDE NANJIANGCO．，LTD.
ANNUAL REPORT 2014
April 2015
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.
All directors are attended the Board Meeting for report deliberation.
The Company has no plan of cash dividends carried out, bonus issued and capitalizing of common reserves either.
Li Weimin, 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 2014 Annual Report is authentic, accurate and complete.
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.
Contents
Section I Important Notice, Contents and Paraphrase ................................................................. 2 Section II Company Profile ............................................................................................................... 6 Section III Accounting data and summary of finnaical indexes .................................................. 9 Section IV Report of the Board of Directors ................................................................................ 11 Section V Important Events .......................................................................................................... 27 Section VI Changes in shares and particular about shareholders ...............错误！未定义书签。
Section VII PreferredStock……………………………………………………………………….. Section VIII Particulars about Directors, Supervisors,Senior Executives and Employees ...... 35 Section IX Corporate Governance ................................................................................................. 50 Section X Internal Control .............................................................................................................. 49 Section XI Financial Report ............................................................................................................ 51 Section XII Documents available for reference ............................................................................. 51
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, Tianjin Runhua RW|Refers to|Runhua Rural Water (Tianjin) International Trade 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|

Major Risk Warning
The relevant risks possible constrains are well-described in the Report, please found more in major risks and countermeasures for the possible risks carried in the prospect of future development in Section IV. Report of the Board of Directors
Section II Company profile
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|Li Weimin|||
|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|

III. Information disclosure and preparation place
|||
|-|-|
|Newspaper appointed for information disclosure|In China: Securities Times; overseas: Hong Kong Commercial Daily|
|Website for annual report publish appointed by CSRC|Ju chao website: http://www.cninfo.com.cn|
|Preparation place for annual report|Security department of the Company|

IV. Registration changes of the Company
|||||||
|-|-|-|-|-|-|
||||Registration NO. for|||
|||||No. of taxation||
||Date for registration|Place for registration|enterprise legal||Organization code|
|||||registration||
||||license|||
|||Hebei||||
|||Administration for||||
|Initial registration|1999-11-03||1300001001372 1/1|130821106576876|106576876|
|||Industry &||||
|||Commerce||||
|||Chengde||||
|Registration at end||Administration for||||
||2011-08-23||130000400001225|130821106576876|106576876|
|of report period||Industry &||||
|||Commerce||||
|Changes of main business since listing (if||||||
|||No changes in Period||||
|applicable)||||||
|Previous changes for controlling||||||
|||No changes in Period||||
|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
|||||
|-|-|-|-|
||||Terms of performing continuous|
|Financial consultant|Office address|Sponsor of financial consultant||
||||supervision|
||Block D, Hengao Center,|||
||||From 6 May 2013 to 31|
|Northeast Securities Co., Ltd.|No.28, Jingshifang Street,|Zhang Hailu, Liu Zhi||
||||December 2014|
||Xicheng District, Beijing|||

Section III. Accounting data and summary of financial indexes 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
||||||
|-|-|-|-|-|
||2014|2013|Changes over last year|2012|
|Operating income (RMB)|322,502,631.63|363,952,258.89|-11.39%|79,512,004.22|
|Net profit attributable to|80,280,395.81|94,806,811.16|||
|shareholders of the listed|||-15.32%|32,894,368.82|
|company(RMB)|||||
|Net profit attributable to|||||
|shareholders of the listed company|||||
||3,121,357.84|-5,614,485.87|155.59%|-1,721,230.31|
|after deducting non-recurring gains|||||
|and losses(RMB)|||||
|Net cash flow arising from|-134,329,924.08|-204,553,032.66|||
||||34.33%|-4,386,658.32|
|operating activities(RMB)|||||
|Basic earnings per share|0.11|0.13|||
||||-15.38%|0.05|
|(RMB/Share)|||||
|Diluted earnings per share|0.11|0.13|||
||||-15.38%|0.05|
|(RMB/Share)|||||
|Weighted average ROE|32.13%|58.42%|-26.29%|36.01%|
||||Changes over end of||
||End of 2014|End of 2013||End of 2012|
||||last year||
|Total assets (RMB)|642,501,296.47|380,763,274.72|68.74%|193,617,124.65|
|Net assets attributable to|289,982,016.44|209,701,482.77|||
|shareholder of listed|||38.28%|114,894,671.61|
|company(RMB)|||||

II. 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.
III. Items and amounts of extraordinary profit (gains)/loss
√Applicable□Not applicable
In RMB
||||||
|-|-|-|-|-|
|Item|2014|2013|2012|Note|
|Gains/losses from the disposal of|112,818,506.20||||
|non-current asset (including the write-off||131,918,787.19|49,163,850.01||
|that accrued for impairment of assets)|||||
|Governmental subsidy reckoned into current|||||
|gains/losses (not including the subsidy|||||
|enjoyed in quota or ration according to||193,601.01|||
|national standards, which are closely|||||
|relevant to enterprise‘s business)|||||
|Gains/losses from entrust investment or|171,000.00||||
|||111,230.13|||
|assets management|||||
|Other non-operating income and expenditure|-3,065,618.87||||
|||-514,148.27|-3,009,717.84||
|except for the aforementioned items|||||
|Less: Impact on income tax|25,719,679.32|33,473,765.68|11,538,533.04||
|Impact on minority shareholders‘|7,045,170.04||||
|||-2,185,592.65|||
|equity (post-tax)|||||
|Total|77,159,037.97|100,421,297.03|34,615,599.13|--|

Concerning the extraordinary profit (gain)/loss defined byQ&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 inQ&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 inQ&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss
Section IV. Report of the Board of Directors
I. Introduction
During the reporting period, the Company continue to improve the operational manaegment standards, continually completed and perfect the governance structure, and actively push forward the main business in line with the fixed goal, enhance the steady development and keep growing.
I. Real Estate
In reporting period, real estate market are integrated regulation, housing has a larger amount in stock, in the face of complex economic situation and huge market competing pressures, the Company pinpoint the market, insiste on the operation principle of― creating high-end choicestresidence‖; project of phase I and phase II of theNanjiang﹒Huijing Tiandi have been completed with favorable sales performance resulted.
II. Eco-agriculture
In field of eco-agriculture, on the one hand, upgrade infrastucture for the cultivation, improved variety, increase productivity and promote the development of supporting industry chain; on the other hand, market-oriented, adjusted industry structure, expanding sales channels and continue to building the characteristics of the Company. In the reporting period, the eco-agriculture was awarded the title of―Key Leading Enterprise of Agriculture Industrialization in ChengdeCity‖, corporate influence enlarged and further improves the corporate product competitiveness.
III. Corporate governance
Corporate governance of the Company aims at internal construction in the Peirod, to perfect the construction and implementation of the inernal control system, relevant system documents are been supplemented and revised. Internal auditing department of the Company strengthen the self-audit ability for internal control, at the mean time of strengthen the execution ability, making up for deficiency, perfected the rectification and governance standards are been icnreased effectively, and laying out a foundation of preventing business risks.
Up to 31 December 2014, total asstes of the Company amounting to 642.5013 million Yuan, net assets attributablet o sharehodler of listed company amounting to 289.982 million Yuan; operation revenue for year of 2014 was 322.5026 million Yuan and net profti attributable to shareholder of listed company resulted as 80.2804 million Yuan.
II. Main business analysis
1. Introduction
TheCompany‘s review and summarization to the progress of development strategy and operating plan disclosed in early days during the report period
Nil
Reasons for difference of actual operation performance has20% lower or higher than profit forecast of the Year disclosed
□ Applicable√ Not applicable
Changes of main operation mode
□ Applicable√ Not applicable
2. Revenue
Note
In reporting period, operation revenue of the Company achieved 322.5026 million Yuan, decreased11.39% over the 363.9523
million Yuan realized last year; non-operation revenue amounting to 117.7006 million Yuan, decreased11.05% over the 132.3253 million Yuan realized last year. Main reasons are: sale of house and revenue from land transfer are declined in the Peirod
Whether income from physical sales larger than income from labors or not
□Yes√No
Material orders in hands
□ Applicable√ Not applicable
Material changes or adjustment for products or services of the Company in reporting period
□ Applicable√ Not applicable
Major sales of the Company
|||
|-|-|
|Total top five clients in sales (RMB)|202,547,016.50|
|Proportion in total annual sales volume for top five clients|63.02%|

 Information of top five clients of the Company
√Applicable□Not applicable
|||||
|-|-|-|-|
|Serial|Name|Sales (RMB)|Proportion in total annual sales|
||Wuchang Minfeng (Tianjin) Chemical|||
|1||168,562,321.06|52.45%|
||Trading Co., Ltd.|||
|2|Beijing Bolu Jinghua Technology Co., Ltd.|16,202,008.54|5.04%|
|3|Shanghai Guozhe Commerce Co., Ltd.|7,905,530.98|2.46%|
||Guangdong Huarunfeng Investment Co.,|||
|4||5,698,777.72|1.77%|
||Ltd.|||
|5|Wuxi Suhan Trade Co., Ltd.|4,178,378.20|1.30%|
|Total|--|202,547,016.50|63.02%|

 Other situation of main clients
□ Applicable√ Not applicable
3. Cost
Industry classification
In RMB
||||||||
|-|-|-|-|-|-|-|
|||2014||2013|||
|Industry|||||||
||Item||Ratio in operation||Ratio in operation|Y-o-y changes|
|classification||Amount||Amount|||
||||cost||cost||
|Agriculture||7,487,431.46|2.30%|1,583,798.68|0.47%|372.75%|
|Business||315,629,299.95|96.88%|314,011,252.79|92.61%|0.52%|
|Real estate||1,690,090.08|0.52%|23,459,800.61|6.92%|-92.80%|

Product classification
In RMB
||||||||
|-|-|-|-|-|-|-|
|||2014||2013|||
|Product|||||||
||Item||Ratio in operation||Ratio in operation|Y-o-y changes|
|classification||Amount||Amount|||
||||cost||cost||
|Agricultural|||||||
|||7,487,431.46|2.30%|1,583,798.68|0.47%|372.75%|
|products|||||||
|Chemical|||||||
|||315,629,299.95|96.88%|314,011,252.79|92.61%|0.52%|
|materials|||||||
|Estate sales||1,690,090.08|0.52%|23,459,800.61|6.92%|-92.80%|

 Note
Business of breeding and cultivation of the agriculture increased in the Period, costs are soaring corespondingly; real estate business has less amount reached the revenue recognition conditions, thus the revenue and costs carry-over declined.
Main suppliers of the Company
|||
|-|-|
|Total purchasing amount from top five suppliers (RMB)|642,568,960.32|
|Ratio of total purchasing amount from top five suppliers||
||82.29%|
|in total annual purchasing amount||

Information of top five suppliers of the Company
√Applicable□Not applicable
|||||
|-|-|-|-|
|Serial|Supplier|Purchasing amount (RMB)|Ratio in total annual purchasing amount|
|1|SABIC (Shanghai) Trading Co., Ltd.|366,294,708.12|46.91%|
||Chengde Greatwall Construction Group|||
|2||213,042,160.62|27.28%|
||Co., Ltd.|||
||Wuchan Minfeng (Tianjin) Chemical|||
|3||22,753,602.98|2.91%|
||Trade Co., Ltd.|||
||Chengde County Xingcheng Construction|||
|4||21,032,446.72|2.69%|
||and Installation Engineering Co., Ltd.|||
||Beijing Jinghuan Kehua Commerce Co.,|||
|5||19,446,041.88|2.49%|
||Ltd.|||
|Total|--|642,568,960.32|82.29%|

 Other notes of main suppliers of the Company
□ Applicable√ Not applicable
4. Expenses
2014 2013 Amount changed Change Note
Item
scope
||||||
|-|-|-|-|-|
|4,299,230.07|3,263,636.58|1,035,593.49|31.73%|The advertisement cost and otherexpenses increased in the Period|
|21,550,755.68|21,000,380.87|550,374.81|2.62%||

expenses
||||||
|-|-|-|-|-|
|1,816,023.18|616,644.15|1,199,379.03|194.50%|Interest expenditure increased inthe Period|
|951,857.73|31,295,705.90|-30,343,848.17|-96.96%|Business of house sales declinedin the Period|

5.R&D expenses
There are no such business need to disclosed in the Year
6. Cash flow
In RMB
|||||
|-|-|-|-|
|Item|2014|2013|Y-o-y changes|
|Subtotal of cash in-flow from|586,846,888.19|475,274,166.11||
||||23.48%|
|operation activity||||
|Subtotal of cash out-flow from|721,176,812.27|679,827,198.77||
||||6.08%|
|operation activity||||
|Net cash flow from operation|-134,329,924.08|-204,553,032.66||
||||34.33%|
|activity||||
|Subtotal of cash in-flow from|123,171,000.00|254,774,833.40||
||||-51.65%|
|investment activity||||
|Subtotal of cash out-flow from|41,149,781.23|11,010,284.50||
||||273.74%|
|investment activity||||
|Net cash flow from investment|82,021,218.77|243,764,548.90||
||||-66.35%|
|activity||||
|Subtotal of cash in-flow from|10,029,217.89|5,000,000.00||
||||100.58%|
|financing activity||||
|Subtotal of cash out-flow from||47,776,075.05||
||||-100.00%|
|financing activity||||
|Net cash flow from financing|10,029,217.89|-42,776,075.05||
||||123.45%|
|activity||||
|Net increased amount of cash|-42,399,128.16|-3,564,558.81||
||||-1,089.46%|
|and cash equivalent||||

Reasons for y-o-y relevant data with over30% changes
√Applicable□Not applicable
Changes of cash flow from operationa activity: the account for house sale received in advance in the Year increased;
Changes of cash flow from investment activity: the account received from land transferred in the Year decreased;
Changes of cash flow from financing activity: the account for debt payment decreased in the Year
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
√Applicable□Not applicable
The account paid for engineering are increased in the Year, the projects still in development cycle without revenue recognition satisfied, thus the profit un-achieved
III. Composition of main business
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) Agriculture|5,642,269.36|7,487,431.46|-32.70%|4,529,361.68%|5,903,632.78%|9.61%|
|(2) Business|312,436,023.98|315,629,299.95|-1.02%|-11,731,473.73%|1,618,047.16%|-4.15%|
|(3) Real estate|3,319,551.80|1,690,090.08|49.09%|-30,402,301.28%|-21,769,710.53%|18.66%|
|According to products|||||||
|Agricultural|||||||
||5,642,269.36|7,487,431.46|-32.70%|4,529,361.68%|5,903,632.78%|9.61%|
|products|||||||
|Chemical|||||||
||312,436,023.98|315,629,299.95|-1.02%|-11,731,473.73%|1,618,047.16%|-4.15%|
|materials|||||||
|Estate sales|3,319,551.80|1,690,090.08|49.09%|-30,402,301.28%|-21,769,710.53%|18.66%|
|According to region|||||||
|Chengde|8,961,821.16|9,177,521.54|-2.41%|-25,872,939.60%|-15,866,077.75%|-30.52%|
|Tianjin|312,436,023.98|315,629,299.95|-1.02%|6,478,159.06%|21,199,763.34%|-4.79%|

 Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on latest oneyear‘s scope of period-end
□ Applicable√ Not applicable
IV. Assets and liability analysis
1. Major changes of assets
In RMB
||||||||
|-|-|-|-|-|-|-|
||End of 2014||End of 2013||||
||||||Ratiochanges||
|||Ratio in total||Ratio in total||Notes of major changes|
||Amount||Amount||||
|||assets||assets|||
|Monetary fund|36,998,545.17|5.76%|89,426,891.22|23.49%|-17.73%||
|Account|2,722,676.66||117,180.60||||
|||0.42%||0.03%|0.39%||
|receivable|||||||

||||||||
|-|-|-|-|-|-|-|
||515,713,286.09||190,569,964.32|||Development costs for Huijing|
|Inventory||80.27%||50.05%|30.22%||
|||||||Tiandi Project are increased|
|Long-term equity|6,684,960.46||6,626,905.49||||
|||1.04%||1.74%|-0.70%||
|investment|||||||
|Fix assets|10,294,681.90|1.60%|11,296,353.61|2.97%|-1.37%||

2. Assets and liability measure by fair value
□ Applicable√ Not applicable
3. Main overseas assets
□ Applicable√ Not applicable
V. Core competence analysis
Core competence of the Company has no changed in the Period
VI. Investment analysis
1. Foreign equity investment
(1) Foreign investment
□ Applicable√ Not applicable
The Company had no investment outside in the period.
(2) Holding the equity of financial enterprise
□ Applicable√ Not applicable
The company had not held the equity of financial enterprise in the reporting period-end.
(3) Securities investment
□ Applicable√ Not applicable
The company had no securities investment in the reporting period.
(4)Explanation on equity of other listed company held
□ Applicable√ Not applicable
The Company had no equity of other listed company held in Period.
2. Trust financing, derivative investment and entrusted loans
(1)Trust financing
□ Applicable√ Not applicable
The company had no trust financing in the reporting period.
(2) Derivative investment
□ Applicable√ Not applicable
The company had no derivative investment in the reporting period.
(3) Entrusted loans
□ Applicable√ Not applicable
The company had no entrusted loans in the reporting period.
3. Application of raised proceeds
□ Applicable√ Not applicable
The company had no application of raised proceeds in the reporting period.
4. Main subsidiaries and stock-jointly companies
√Applicable□Not applicable
Particular about main subsidiaries and stock-jointly companies
In RMB
|||||||||||
|-|-|-|-|-|-|-|-|-|-|
|Company|||Main products|Register|||Operating|Operating||
||Type|Industries|||Total assets|Net Assets|||Net profit|
|name|||or service|capital|||revenue|profit||
|Chengde||||||||||
|Nanjiang|||Development|||||||
||Subsidia|Real||10,000,0|259,557,553.|191,481,095.||-10,149,774.|-13,848,689.|
|Real Estate|||and sales of||||3,735,751.80|||
||ry|Estate||00|07|28||74|72|
|Developme|||real estate|||||||
|nt Co., Ltd.||||||||||
||||Industrial|||||||
||||investment,|||||||
|Chengde|||investment|||||||
|Nanjiang|Subsidia||management,|90,000,0|89,670,025.2|89,670,025.2||||
|||Investment|||||0.00|-176,022.43|-176,022.43|
|Investment|ry||investment|00|3|3||||
|Co., Ltd.|||consulting and|||||||
||||import &|||||||
||||export trading|||||||
||||Cultivation and|||||||
||||sales of field|||||||
|Chengde||||||||||
||||crop, edible|||||||
|Nanjiang||||||||||
||Subsidia|Agricultur|mushrooms,|10,000,0|17,795,795.3|||-5,910,740.8|-5,786,684.6|
|Ecological||||||2,690,079.53|5,642,269.36|||
||ry|e|fruit and|00|1|||3|2|
|Agriculture||||||||||
||||vegetables as|||||||
|Co., Ltd.||||||||||
||||well as Chinese|||||||
||||Herbs;|||||||

|||||||||||
|-|-|-|-|-|-|-|-|-|-|
||||breeding and|||||||
||||sales of|||||||
||||livestock|||||||
||||R&D,|||||||
||||manufacture|||||||
||||and sales of|||||||
||||grapheme,|||||||
||||grapheme|||||||
||||application|||||||
||||materials,|||||||
||||power cell &|||||||
||||battery|||||||
|Chengde||New||||||||
||||materials,|||||||
|Morsh|Subsidia|energy and||50,000,0|48,868,135.6|48,201,117.6||-1,586,409.1|-1,586,409.1|
||||high-performan||||0.00|||
|Technology|ry|new||00|7|7||4|4|
||||ce membrane|||||||
|Co., Ltd.||materials||||||||
||||material and|||||||
||||nano materials|||||||
||||as well as the|||||||
||||technology|||||||
||||promotion and|||||||
||||technical|||||||
||||service for the|||||||
||||above said|||||||
||||products.|||||||
||||Import trade,|||||||
||||domestic|||||||
|Runhua||||||||||
||||agents and|||||||
|Rural||||||||||
||||distribution of|||||||
|Water||||||||||
||Subsidia||the plastic raw|30,000,0|52,598,421.3|22,053,591.5|313,501,245.|-9,730,647.8|-9,837,898.7|
|(Tianjin)||Trading||||||||
||ry||materials of|00|0|0|01|6|5|
|Internation||||||||||
||||polyethylene|||||||
|al Trade||||||||||
||||(PE) and|||||||
|Co., Ltd.||||||||||
||||polypropylene|||||||
||||(PP)|||||||
|Chengde||||||||||
|Huijing||Property|Property|||||||
||Subsidia|||||||||
|Property||manageme|management|500,000|330,487.90|328,886.30|28,200.00|-169,205.36|-169,205.36|
||ry|||||||||
|Service||nt service|service|||||||
|Co., Ltd.||||||||||
|Nanjiang|||International|||||||
|Asia|Subsidia||investment and|US$ 20||||||
|||Trading|||4,880,489.97|4,877,093.11|0.00|-123,073.53|-123,073.53|
|Investment|ry||trading, ship|million||||||
|Co., Ltd.|||sales and|||||||

||
|-|
|purchase and|
|lease|

Notes of main subsidiaries and stock-jointly companies
1. Subsidiary Nanjiang Real Estate Company: operation revenue, profit and net profit decreased due to the sale of hosue declined in the Year;
2. Subsidairy Ecological Agriculture Company: costs of breeding and cultivation for agriculture increased in the Year, the operation profit and net profit are declined even if the revenue increased;
3. Subsidairy Morsh Technology: accrual for the assets depreciation reserves increased in the Period, thus operation profit and net profit decreased;
4. Subsidairy Runhua Rural Water:suffered by the market environment, operation revenue, profit and net profit are declined in the Year, thus net asstes of the Company declined.
Particular about subsidiaries obtained or disposed in report period
□ Applicable√ Not applicable
5. The significant progress of non-raised proceeds investment
√Applicable□Not applicable
In 10 thousand Yuan
|||||||||
|-|-|-|-|-|-|-|-|
||||Accumulation|||||
||Total|Investment|of actual|||||
|Name of the|investment|amount|investment|Progress of the|Earnings of the|Disclosure date|Disclosure|
|project|amount|in the reporting|amount ended|project|project|(if any)|index (if any)|
||planned|period|of the reporting|||||
||||period-end|||||
|Nanjiang ·Huiji||||||||
||||||Yield return not|||
|ng Tiandi|57,000|32,848|49,008|||||
||||||yet|||
|Project||||||||
|Total|57,000|32,848|49,008|--|--|--|--|

 VII. Estimated performance for year of 2015 (From January to March)
Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation on reason
□ Applicable√ Not applicable
VIII.Special purpose vehicle under the control of company
□ Applicable√ Not applicable
IX. Prospect for future development of the Company
(I) Development strategy of the Company
Presently, growth of the domestic macroeconomic continue to slow, the whole real estae market are in the downward and bank credit
tightening; in 2015, in addition to enlarge the improve the current mainl business, the Company will integrate the resource of good
quality, seeking new point of growth in profit.
1. Accedlerating the construction and sales of Phase IIINanjiang﹒Huijing Tiandi Project, ensuring to efficiently complete the constrution target on time with good quality. Meanwhile, speeds up the sales for the stock of Phase I and Phase II, to withdrawal funds as soon as possible.
2. Optimizing the eco-agriculture structure contiously by making use of the self-owned natural geographical advantage, promoting the development of supporting industry, and working on a green and harmless product base.
(II) Risks may encountered
1. The real estate andState‘s macro-economic situation and policy have high correlations, and relevant policy has certain uncertainty, which might bring a major influence to the operation enviornment and operation results of the Company.
2. There are violent competition in field of modern agriculture market, and it is easily affected by market price fluctuation with certain operation risks.
X. Explanation of the Board of Directors and the Board of Supervisors on the “Qualified Opinion” of the report made by the CPAs
□ Applicable√ Not applicable
XI. Explanation on changes of accounting policy, accounting estimation and settlement method compared with the lastyear’s financial report
√Applicable□Not applicable
In 2014, massive revised are been carried out in accounting standards by Ministry of Finance and released the followed eight rules as "Accounting Standards for Business Enterprises No. 2 - Long-term EquityInvestments‖, "Accounting Standards for Business Enterprises No. 9 - EmployeeRemuneration‖, " Accounting Standards for Business Enterprises No. 30 - Presentation of FinancialStatements‖, " Accounting Standards for Business Enterprises No. 33 - Consolidated Financial Statements ", "Accounting Standards for Business Enterprises No. 37 - Presentation of FinancialInstruments‖, "Accounting Standards for Business Enterprises No. 39– Measurement of Fairvalue‖, "Accounting Standards for Business Enterprises No. 40 - Joint Venture Arrangement" and "Accounting Standards for Business Enterprises No. 41 - Disclosure of Interests in Other Entities" in stages. In accordance wih the requirement from Ministry of Finance, the Company carry out the above mentioned standards since 1 July 2014.
In view of the accounting policy adjustment, relevant items and amount at period-begin no need to adjusted correspondingly, and it shows no major influences on finacnial statement of the Company
XII. Particular about major accounting errors correction that needs retroactive re-statement in reporting period
□ Applicable√ Not applicable
No particular about major accounting errors correction that needs retroactive re-statement for the Company in the reporting. XIII. Compare with lastyear’s financial report; explain changes in consolidationstatement’s scope
□ Applicable√ Not applicable
Scope of consildiate statement has no changed in the Peirod
XIV. Profit and dividend distribution
Formulation, execution or adjustment for profit distribution policy in reporting period
√Applicable□Not applicable
The Company actively promoted sustaining and stable profit distribution policy, with purpose of strengthen the transparency for cash bonus, help investors easy to set the stable expected return, in line with Notice of Further Implementation of Related Matters on Cash Dividend for Listed Company issued from CSRC, the Company revised and supplemented profit distribution policy that regulated in Article of Association, standardized the specific conditions, proportions and distribution way and principles for the profit distribution, cash dividend in particular. Relevant decision-making procedures and mechanism have been perfected. The matter has been deliberated and passed by the 3rd extraordinary general meeting of 2012 held on 29 July 2012, found more in relevant notice released on 30 July 2012.
On 23 April 2014, pursuit to the CSRC Releases No.3 Supervisory Guideline for Listed Companies– Cash Dividends of Listed Companies issued by CSRC, combined with real situation of the Company, in 35th meeting of 5th session of the Board, Article of Association was revised, which well-defined the cash bonus policy and further to focus on the shareholder returns awareness, improve profit distribution policy and protect legal interest of the shareholders, minority shareholders in particular.
|||
|-|-|
|Specific explanation on cash bonus policy||
|Satisfy regulations of General Meeting or requirement of Article||
||Y|
|of Association (Y/N):||
|Well-defined and clearly dividend standards and proportion||
||Y|
|(Y/N):||
|Completed relevant decision-making process and mechanism||
||Y|
|(Y/N):||
|Independent directors perform duties completely and play a||
||Y|
|proper role (Y/N):||
|Minority shareholders have opportunity to express opinions and||
||Y|
|demands totally and their legal rights are fully protected (Y/N):||
|Condition and procedures are compliance and transparent while||
||Not applicable|
|the cash bonus policy adjusted or changed (Y/N):||

Profit distribution pre-plan/plan and Capitalizing of common reserve pre-plan/plan of the Company in latest three year (including 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 2014.
Cash dividend in latest three years
In RMB
|||||||
|-|-|-|-|-|-|
|Year for bonus|Amount for cash|Net profit|Ratio in net profit|Amount reckoned|Proportion of the|

|||||||
|-|-|-|-|-|-|
|shares|bonus (tax included)|attributable to|attributable to|into cash bonus from|amount reckoned|
|||||cash repurchase|into cash bonus from|
|||shareholders of|shareholders of|||
||||||cash repurchase|
|||listed company in|listed company|||
|||consolidation|contained in|||
|||statement for bonus|consolidation|||
|||year|statement|||
|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%|
|2012|0.00|32,894,368.82|0.00%|0.00|0.00%|

 The Company gains profits in reporting period and the retained profit of parent company is positive but no plan of cash dividend proposed
□ Applicable√ Not applicable
XV. 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
XVI. Social responsibility
□ Applicable√ Not applicable
XVII. In the report period, reception of research, communication and interview
√Applicable□Not applicable
|||||||
|-|-|-|-|-|-|
||||||Contents discussed and|
|Time|Place|Way|Type|Reception||
||||||material provided|
||Security||||Foreign investment of the|
|||Telephone||||
|2014-01-09|Department of the||Individual|Investor|Company and process, no|
|||communication||||
||Company||||materials required|
||Security||||Daily operation of the|
|||Telephone||||
|2014-01-24|Department of the||Individual|Investor|Company, no materials|
|||communication||||
||Company||||required|
||Security||||Current condition of the|
|||Telephone||||
|2014-03-10|Department of the||Individual|Investor|Company, no materials|
|||communication||||
||Company||||required|
||Security||||Operation performance of|
|||Telephone||||
|2014-03-25|Department of the||Individual|Investor|the Company, no materials|
|||communication||||
||Company||||required|
||Security||||Operation performance of|
|||Telephone||||
|2014-04-16|Department of the||Individual|Investor|the Company, no materials|
|||communication||||
||Company||||required|

||||||||
|-|-|-|-|-|-|-|
||Security|||||Current condition of the|
|||Telephone|||||
|2014-05-22|Department of the|||Individual|Investor|Company, no materials|
|||communication|||||
||Company|||||required|
||Security|||||Foreign investment of the|
|||Telephone|||||
|2014-06-12|Department of the|||Individual|Investor|Company, no materials|
|||communication|||||
||Company|||||required|
||Security|||||Current condition of the|
|||Telephone|||||
|2014-07-17|Department of the|||Individual|Investor|Company, no materials|
|||communication|||||
||Company|||||required|
||Security|||||Operation performance of|
|||Telephone|||||
|2014-08-07|Department of the|||Individual|Investor|the Company, no materials|
|||communication|||||
||Company|||||required|
||Security|||||Routine operation status of|
|||Telephone|||||
|2014-11-20|Department of the|||Individual|Investor|the Company, no materials|
|||communication|||||
||Company|||||required|
|Reception (times)|||10||||
|Number of hospitality|||0||||
|Number of individual reception|||10||||
|Number of other reception|||0||||
|Disclosed, released or let out major undisclosed|||||||
||||No||||
|information|||||||

Section V. Important Events
I. Significant lawsuits and arbitrations of the Company
□Applicable√Not applicable
The Company has no significant lawsuits and arbitrations in Period
II. Questioned from media
□ Applicable√ Not applicable
No common media questioned for the Company in reporting period
III. 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.
IV. Bankruptcy reorganization
□ Applicable√ Not applicable
No bankruptcy reorganization for the Company in reporting period
V. Assets trading
1. Acquisition of assets
□ Applicable√ Not applicable
No purchase of assets for the Company in reporting period
2. Assets sold
□ Applicable√ Not applicable
No assets sold for the Company in reporting period
3. Enterprise merger
□ Applicable√ Not applicable
No enterprise merger for the Company in reporting period
VI. Implementation and its influence of equity incentive plan
□ Applicable√ Not applicable
No implementation of equity incentive plan for the Company in reporting period
VII. Significant related transaction
1. Related transaction connected to routine operations
√Applicable□Not applicable
|||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|
|||||||Related|Proportio|||||
|||||||||Related|Similar|||
|||Related||||transactio|n in the|||||
|Related|Related||Related||Related|||transactio|trading|||
|||transactio||Pricing||n amount|amount of|||Date of|Index of|
|transactio|relationsh||transactio||transactio|||n|market|||
|||n||principal||(in 10|the same|||disclosure|disclosure|
|n parties|ip||n content||n price|||settlement|price|||
|||type||||thousand|transactio|||||
|||||||||mode|available|||
|||||||Yuan)|n|||||
||||Child|||||||||
||||company|||||||||
||||of the||||||||Hong|
||||Company,||||||||Kong|
||||Eco-agric||||||||Commerc|
||Counterp|||||||||||
||||ulture||||||||ial Daily,|
|Cloud|arty is the|||||||Agreed in||||
||||provided||||||||Securities|
|Live|related|||||||line with||||
|||Sales of|agricultur|Market||||||2014-03-|Times|
|Technolo|legal||||--|199.42|35.34%|the|1,994,200|||
|||goods|e products|price||||||08|and|
|gy Group|person of|||||||agreemen||||
||||to Cloud||||||||Juchao|
|Co., Ltd.|the|||||||t||||
||||Live||||||||Website|
||Company|||||||||||
||||Technolo||||||||http://ww|
||||gy Group||||||||w.cninfo.|
||||Co.,||||||||com.cn|
||||Ltdfor a|||||||||
||||long-term|||||||||
|Total||||--|--|199.42|--|--|--|--|--|
|Detail of sales return with major amount||||N/A||||||||
|involved||||||||||||
|||||The aforesaid related transactions belongs to the normal business scope of the||||||||
|Necessity and sustainable of related||||||||||||
|||||Company, is a necessary needs for normal operation business of the Company, and||||||||
|transaction as well as reasons of related||||||||||||
|||||carried on basis of fair and mutual benefits without interest of the Company being||||||||
|transaction with related parties(not with||||||||||||
|||||damaged. Pricing principle of the transactions is in line with the market rules, no||||||||
|other marketing dealers)||||||||||||
|||||interest of the Company and investors being damaged.||||||||
|Influence on independence of listed||||The routine related transaction of the Company follows the market principle without||||||||
|company from related transaction||||impacts on independence of the listed company.||||||||
|Dependence security to related parties and||||||||||||
|||||Main business of the Company has no any dependence on related parties||||||||
|relevant countermeasures (if applicable)||||||||||||
|Report the actual implementation of the||||||||||||
|normal related transactions which were||||The related two parties performed purchase and sales business in line with the contract||||||||
|projected about their total amount by types||||signed||||||||
|during the reporting period(if applicable)||||||||||||

|||
|-|-|
|Reasons for major differences between||
|trading price and market reference price(if|Not applicable|
|applicable)||

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
No main related transactions of mutual investment outside for the Company in reporting period
4. Contact of related credit and debt
□ Applicable√ Not applicable
No contact of related credit and debt for the Company in reporting period
5. Other related transactions
□ Applicable√ Not applicable
No other related transactions for the Company in reporting period
VIII. Major contract and implantation
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. Guarantee
□ Applicable√ Not applicable
No guarantee for the Company in reporting period
3. Other material contracts
□ Applicable√ Not applicable
No other material contracts for the Company in reporting period
4. Other material transaction
□ Applicable√ Not applicable
No other material transactions for the Company in reporting period
IX. Implementation of commitments
1. Commitments made by the Company or shareholders holding above5% shares of the Company in reporting period or extending to reporting period
√Applicable□Not applicable
|||||||
|-|-|-|-|-|-|
||||Commitment|Commitment||
|Commitments|Promise|Content of commitments|||Implementation|
||||date|term||
|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, institution,||||
|||business and integrity of assets of||||
|||Chengde Dalu Co., Ltd. After||||
|||transaction, Chengde Dalu Co., Ltd||||
|Commitments in||||||
|||still has the ability of independent||||
|report of|Controlling|||Duration of||
|||operation and owes independent|2012-04-24||Implementing|
|acquisition or|shareholder|||the Company||
|||legal person, and continues to owes||||
|equity change||||||
|||the independency of institution,||||
|||assts, employees, production and||||
|||financial. 2. Commitments for||||
|||horizontal competition: after||||
|||208,324,800 shares of Chengde Dalu||||
|||Co., Ltd held by Chen Rong was||||
|||transfer, Wang Dong guarantee there||||
|||are no or potential horizontal||||
|||competition between the Chengde||||
|||Dalu Co., Ltd and Wang Dong and||||
|||related parties of Wang Dong||||
|||The performance compensation|||After auditing, net profit for year|
|||commitment: net profit (deducting|||of 2014 under the name of|
|||non-recurring gains and losses) for|||Runhua RW (Tianjin)|
|Commitments in||||||
||Controlling|2012, 2013, 2014 and 2015 for|||Internatioanl Trade Co., Ltd. was|
|assets|||2013-04-10|2012-2015||
||shareholder|Runhua RW (Tianjin) International|||-9.8379 million Yuan, which is|
|reorganization||||||
|||Trade Co., Ltd. Respectively can‘t be|||short of the commitment of|
|||less than 306,300 Yuan, 904,000|||performance for year of 2014. the|
|||Yuan, 1,500,000 Yuan and 3,400,000|||Company will supervise and urge|

|||||||
|-|-|-|-|-|-|
|||yean. If the actual net profit is less|||the controlling shareholder to|
|||than the promised, the controlling|||implemente compensation|
|||shareholders shall perform the|||commitment according to the|
|||obligations of profit compensation|||auditing results.|
|||accordingly.||||
|Commitments in||||||
|initial public||||||
|offering or||||||
|re-financing||||||
|||In order to prevent stock price from||||
|||falling after its relisting and||||
|||endanger status of the Company, the||||
|||board of directors and the senior||||
|||management make commitment:||||
|||Based on Listing Rules of Shenzhen||||
|Other||||||
|||Stock Exchange and other applicable||||
|commitments for|Directors|||||
|||laws and regulations, we make a plan||In later 12||
|medium and|and senior||2013-01-09||Implemented|
|||in next 12 months, increasingly hold||months||
|small|executives|||||
|||shares of the Company in secondary||||
|shareholders||||||
|||market using own funds. The||||
|||holding price will not exceed||||
|||HK$1.3 / shares. While the total||||
|||amount of increase accumulated will||||
|||not be less than HK$10 million not||||
|||more than HK$40 million||||
|Completed on||||||
||Y|||||
|time(Y/N)||||||
|Detail reasons for||||||
|un-complement||||||
||N/A|||||
|and further plan||||||
|(if applicable)||||||

2. Profit forecast of assets and items, and reporting period still in period of forecast, explanation on reaching the former profit forecast of assets or items as well as reasons
□ Applicable√ Not applicable
X. 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|3|

|||
|-|-|
|accounting firm||
|Name of domestic CPA|Fan Rong, Han Junmin|
|Name of foreign accounting firm (if applicable)|N/A|
|Remuneration for foreign accounting firm (10||
||0|
|thousand Yuan) (if applicable)||
|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 as the internal control auditing organ in the Year due to disclose the auditing reprot of internal cotnrol; the auditing costs paid during the year amounting to 250,000 Yuan.
XI. Explanation from Supervisory Committee and Independent Directors (if applicable) for “Qualified Opinion” that issued by CPA
□ Applicable√ Not applicable
XII. Penalty and rectification
√Applicable□Not applicable
||||||||
|-|-|-|-|-|-|-|
||||Type of||||
|||||Conclusion (if||Index of|
|Name|Type|Reasons|investigation and||Disclosure date||
|||||applicable)||disclosure|
||||penalty||||
|||||||Hong Kong|
||||Initiated an|||Commercial|
|||Violation of|investigation or|||Daily, Securities|
|Chengde Dalu|||||||
||Other|securities laws|administrative|N/A|2013-05-15|Times, Juchao|
|Co., Ltd.|||||||
|||and regulations|penalties by|||Website|
||||CSRC|||http://www.cninf|
|||||||o.com.cn|

 Particular about directors, supervisors, senior executives and shareholders with over5% shares held suspected illegal dealings of the stock of the Company and earnings of illegal dealings taken back by the Company that disclosed
□ Applicable√ Not applicable
No particular about directors, supervisors, senior executives or shareholders with over5% shares held suspected illegal dealings of the stock of the Company or earnings of illegal dealings taken back by the Company that disclosed in the Period.
XIII. Particular about suspended and delisting after annual report disclosed
□ Applicable√ Not applicable
XIV. Other material events
√Applicable□Not applicable
On May 14, 2013, the Company received a survey notice issued by China Securities Regulatory Commission (No. 2013 DCTZ No. 16), which as due to that the original Chengde Dalu Co., Ltd violates relevant provisions of securities laws and regulations. So, according to the "Securities Law", the Company was informed of an investigation. Found more in relevant notice released on Juchao Advisory Network http://www.cninfo.com.cn dated 15 May 2013.
On 28 October 2014, the―Notice in Advance of Administrative PubishmentDecision‖([2014] No.34) issued by CSRC was received by Nanjiang Co., Ltd., main contents are:
Original Chengde Dalu Co., Ltd.(―ChengdeDalu‖ for short hereinafter) and related litigants with case of violation of laws and rules in aspect of information disclosure involved are closed for investigation, after fact-finding, original Chengde Dalu and releted litigants are failure to disclose the material conract signing and events of assets acquisition and disposition and important information with lawsuit involved, specific content as follow:
I. Failure to disclose the material contract signing and events of assets acquistion and disposition
In December 2010, Chengde Couty Rongyida Real Estate Development Co., Ltd. (wholly-owned subsidairy of the Chengde Dalu,―Rongyida‖ for shot hereinafter) purchased the machinery equipment involved in the case of Chengde Dixian Textile Co., Ltd. held by Chengde Couty Fiscal Credit Development Company and the equipment pledge by Chengde Couty branch of ICBC; the subsidiary resale the above mentioned equipment and assets with price of 130 million Yuan. As for the above material event, Chengde Dalu fails to performance the information disclosure obligation on time.
II. Failure to disclose the material contract signing and events of assets acquistion and disposition in Annual Reprot by regulation The Material contract was signed by Rongyida in December 2010, however, the material contract signed by Rongyida and assets acquisition and disposition are not been disclosred in Annual Report of 2010 and Annual Report of 2011.
III. Failure to disclose the significatn lawsuits
In December 2011, Li Rui filed a legal proceeding against the Chengde Dalu and its subsidairy Rongyida for infringement dispute, the target amounting to 15 million Yuan, the Chengde Dalu disclosed the information till April 2012, the significant lawsuit has been disclosed for 5 months delay.
The CSRC plans to impose administrative penalty on the Company and relevant personnel
Pursuit to the Article 32 and Article 42 of the―Law of thePeople‘s Republic of China on AdministrativePenalty‖ and relevant regulation of―Hearing Rules of Administrative Penalty ofCSRC‖, the Company and parties shall have the right to state their cases and to defend themselves and request a hearing. The facts, grounds and evidence put forward by the Company and relevant personnel are established after reviewed by CSRC, the administrative organs shall accept them. If the Company and relevant personnel abandoned the right to state therir cases and to defend themselves and request a hearing, the officially panelty decision shall be imposed by the CSRC according to legal procedure.
XV. Significant event of subsidiary of the Company
□ Applicable√ Not applicable
XVI. Issuance of corporate bonds
□ Applicable√ Not applicable
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in shares
1. Changes in shares
In Share
|||||||||||
|-|-|-|-|-|-|-|-|-|-|
||Before the Change||Increase/Decrease in the Change (+, -)|||||After the Change||
||||||Capitalizat|||||
||||New|||||||
|||||Bonusshares|ion ofpublic|||||
||Amount|Proportion|shares|||Others|Subtotal|Amount|Proportion|
||||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
II. Securities issue and listing
1. Previous security offering in latest three years at period-end
□ 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||||
|||||||||||shareholders with||||
|||||Total common||||||voting rights||||
|Total common||||shareholders at end||||||||||
|shareholders in||19,446||of the 5th trading day|||19,555|||recovered at end of||0||
|reporting period-end||||before annual report||||||reporting period (if||||
|||||disclosed||||||||||
|||||||||||applicable) (see Note||||
|||||||||||8)||||
|Particulars about shares held above 5% by shareholders and top 10 shareholders||||||||||||||
||||||Total||||||Number of share pledged/frozen|||
|||||||||Amount||||||
||||||sharehold|||||||||
|||||||Changes||of|Amount of|||||
||||Proportion||ers at|||||||||
|Full name of|Nature of|||||||||||||
||||of shares|||in report||un-listed|listed|||||
|Shareholders|shareholder||||the end of||||||State of share||Amount|
||||held|||period||shares|shares held|||||
||||||report|||||||||
|||||||||held||||||
||||||period|||||||||
|Wang Dong|Domestic natureperson||29.49%||208,324,800|0||208,324,800|0|||||
|EverbrightSecurities(H.K.) Co., Ltd.|Overseas legalperson||13.22%||93,410,193|55,440,506||0|93,410,193|||||
|GUOTAIJUNANSECURITIES(HONGKONG)LIMITED|Overseas legalperson||6.88%||48,564,062|-46,859,460||0|48,564,062|||||
|Chengde North|Domestic||2.62%||18,517,65|0||18,517,65|0|||||

||||||||||
|-|-|-|-|-|-|-|-|-|
|IndustrialCorporation|non-state ownedlegal person||1||1||||
|WangZhengsong|Domestic natureperson|1.89%|13,327,891|0|13,327,891|0|||
|WangWensheng|Domestic natureperson|1.03%|7,258,007|0|0|7,258,007|||
|Zhou Haihong|Domestic natureperson|0.95%|6,708,495|0|0|6,708,495|||
|Li Tianyun|Domestic natureperson|0.73%|5,158,000|0|0|5,158,000|||
|ShanghaiWanguo (H.K)Securities|Overseas legalperson|0.71%|4,995,920|-11,864,804|0|4,995,920|||
|Chen Yan|Domestic natureperson|0.57%|4,023,256|4,023,256|0|4,023,256|||
|Strategy investors or general legal|||||||||
|person becomes top 10|||||||||
|||N/A|||||||
|shareholders due to rights issued (if|||||||||
|applicable) (see note 3)|||||||||
|Explanation on associated||The Company is unknown whether there exists associated relationship or belongs to consistent|||||||
|relationship among the aforesaid||actor regulated by ―management method for acquisition of listed company‖ among the above|||||||
|shareholders||said shareholders.|||||||
|Particular about top ten circulated shareholders|||||||||
||||||||Type of shares||
|Shareholders‘ name||Amount of listed shares held at period-end|||||||
||||||||Type|Amount|
|Everbright Securities (H.K.) Co.,Ltd.||93,410,193|||||Domestically||
||||||||listed foreign|93,410,193|
||||||||shares||
|GUOTAI JUNANSECURITIES(HONGKONG)LIMITED||48,564,062|||||Domestically||
||||||||listed foreign|48,564,062|
||||||||shares||
|Wang Wensheng||7,258,007|||||Domestically||
||||||||listed foreign|7,258,007|
||||||||shares||
|Zhou Haihong||6,708,495|||||Domestically||
||||||||listed foreign|6,708,495|
||||||||shares||
|Li Tianyun||5,158,000|||||Domestically||
|||||||||5,158,000|
||||||||listed foreign||

|||||
|-|-|-|-|
|||shares||
|Shanghai Wanguo (H.K) Securities|4,995,920|Domestically||
|||listed foreign|4,995,920|
|||shares||
|Chen Yan|4,023,256|Domestically||
|||listed foreign|4,023,256|
|||shares||
|Zhao Ziying|3,286,616|Domestically||
|||listed foreign|3,286,616|
|||shares||
|VANGUARD TOTALINTERNATIONAL STOCKINDEX FUND|3,182,875|Domestically||
|||listed foreign|3,182,875|
|||shares||
|Peng Wei|2,978,525|Domestically||
|||listed foreign|2,978,525|
|||shares||
|Expiation on associated||||
|relationship or consistent actors||||
||The Company is unknown whether there exists associated relationship or belongs to consistent|||
|within the top 10 un-restrict||||
||actor regulated by ―management method for acquisition of listed company‖ among the above|||
|shareholders and between top 10||||
||said shareholders.|||
|un-restrict shareholders and 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 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. Controlling shareholder of the Company
Nature person
||||
|-|-|-|
|||Enjoy the residence power in the other country or area|
|Controlling shareholder|Nationality||
|||(Y/N)|
|Wang Dong|P.R.C|N|
||Successively hold the position of Chairman and Director of Guangzhou Lezent||
|Occupation or position in latest five years|||
||Communications Technology Co., ltd. from September 2009 to January 2012; serves||

|||
|-|-|
|I|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|
||nvestment 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 thatcontrolled in last 10 years||
||N/A|

Changes of controlling shareholder in reporting period
□ Applicable√ Not applicable
No changes of controlling shareholder for the Company in reporting period
3. Actual controller of the Company
Nature 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||
|Occupation or position in latest five years|||
||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:
|||
|-|-|
|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 over10% shares held
□ Applicable√ Not applicable
IV. Share holding increasing plan proposed or implemented in reporting period from shareholder of the Company and its concerted action person
□ Applicable√ Not applicable
As far as the Company known, there are no shareholders of the Company and their concerted action people propose or implement overweight in the Period
Section VII. Preferred Stock
□ Applicable√ Not applicable
The Company had no preferred stock in the reporting.
Section VIII. Particulars about Directors, Supervisors and Senior Executives and Employees
I. Changes of shares held by directors, supervisors and senior executives
||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|
|||||||||Increasing|Decreasing||
||||||||Shares|||Shares|
|||||||||shares held|shares held||
|||W o r k in g|||Start dated|End date|held at|||held at|
||Title||Sex|Age|of office|of office||in this|in this||
|Name||status|||||period-beg|||period-end|
||||||term|term||period|period||
||||||||in (Share)|||(Share)|
|||||||||(Share)|(Share)||
|||Currently|||2012-12-2|2015-04-2|||||
|Li Weimin|Chairman||M|52|||0|0|0|0|
|||in office|||8|6|||||
||Secretary||||||||||
|||Leave|||2013-07-0|2014-07-0|||||
|Li Weimin|of the||M|52|||0|0|0|0|
|||office|||5|4|||||
||Board||||||||||
|Zhao|Director&|Currently|M||2012-04-2|2015-04-2|||||
|||||38|||0|0|0|0|
|Yongsheng|GM|in office|||7|6|||||
|Zhao||Currently|M||2013-07-2|2015-04-2|||||
||CFO|||38|||0|0|0|0|
|Yongsheng||in office|||5|6|||||
|Cheng||Currently|M||2012-04-2|2015-04-2|||||
||Director|||46|||0|0|0|0|
|Ducai||in office|||7|6|||||
|Wang||Currently|M||2012-07-3|2015-04-2|208,324,80|||208,324,80|
||Director|||42||||0|0||
|Dong||in office|||1|6|0|||0|
|Chen||Currently|M||2012-07-3|2015-04-2|||||
||Director|||40|||0|0|0|0|
|Weihuan||in office|||1|6|||||
|Guo|Independe|Currently|M||2012-07-3|2015-04-2|||||
|||||44|||0|0|0|0|
|Huibin|nt director|in office|||1|6|||||
|Zhang|Independe|Currently|M||2012-07-3|2015-04-2|||||
|||||61|||0|0|0|0|
|Zhiyong|nt director|in office|||1|6|||||
|Cao|Independe|Currently|M||2012-04-2|2015-04-2|||||
|||||48|||0|0|0|0|
|Guohua|nt director|in office|||7|6|||||
||Chairman||M||||||||
||of||||||||||
|||Currently|||2012-04-2|2015-04-2|||||
|Xie Yu|Supervisor|||41|||0|0|0|0|
|||in office|||7|6|||||
||y||||||||||
||Committee||||||||||
|||Currently|||2012-04-2|2015-04-2|||||
|Wei Lei|Supervisor||F|37|||0|0|0|0|
|||in office|||7|6|||||

||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|
|Hao|Employee|Currently|M||2012-04-2|2015-04-2|||||
|||||39|||5,900|0|0|5,900|
|Guangxin|supervisor|in office|||7|6|||||
|Wang|Deputy|Currently|M||2013-10-1|2015-04-2|||||
|||||58|||0|0|0|0|
|Xiashu|GM|in office|||1|6|||||
|Sun|GM|Currently|M||2013-10-1|2015-04-2|||||
|||||51|||0|0|0|0|
|Hongwei|assistant|in office|||1|6|||||
||Secretary||F||||||||
|Li||Currently|||2014-07-0|2015-04-2|||||
||of the|||30|||0|0|0|0|
|Wenying||in office|||4|6|||||
||Board||||||||||
||||||||208,330,70|||208,330,70|
|Total|--|--|--|--|--|--||0|0||
||||||||0|||0|

 II. Post-holding
Major working experience of directors, supervisors and senior executive at the present in latest five years
Li Weimin: male, born in 1963 and has a graduate diploma. He worked in 1st 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, deputy chairman of the Company since July 2012, he is the Chairman of the Company right now. Zhao Yongsheng, male, born in January 1977, he owes a university degree. He served as GM for WholeWiseSci.& 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 and CEO of the Company since 2012.
Cheng Ducai, male, born in January 1969, party member of the CPC, an accountant, he owes a university degree. He successively served as office of financial dept., directors and deputy directors of China Resources Recycling Corporation; he also served as CFO of Beijing XinLianXieChuang Real Estate Development Co., Ltd, Chairman of Beijing XinLian JinDa Investment Co., Ltd, and deputy chairman of Tibe Yalong Tibetan Medicine Co., Ltd.; now he is the Director of the Company.
Wang Dong, male, born in 1973 and has a graduate diploma. He served as director and GM of China Kejian Co., ltd. from March 2005 to December 2011; successively hold the position of Chairman and Director of Guangzhou Lezent Communications Technology Co., ltd. from September 2009 to January 2012; serves as Chairman of Shenzhen Dongfeng Group Co., Ltd since April 2011; the Director of NANJIANG DIAMOND CO., LIMITED since February 2012; and now is the Director of the Company. Chen Weihuan, male, born in December 1975, an accountant with university degree. He successively served as manager of financial dept. of WholeWiseSci.& 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. and Director of Hangzhou Nanjiang Robot 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. 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 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 ofPeople‘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 WholeWiseSci.& 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.
Wang Xiashu, male, born in 1957, graduated from university; he successively served as deputy director of Fuzhou 2nd Printing Factory, deputy GM of branch of Fujian Computer Company, deputy GM of Fujian Union Intelligent Equipment Co., Ltd., director and deputy GM of Beijing Mingda Real Estate Development Co., Ltd, director and deputy GM of Beijing Bihu Entertainment Development Co., Ltd, chairman and GM of Beijing Wanbo Technology Development Co., Ltd, director and deputy GM of Beijing Millenniums Investment Co., Ltd., legal person and GM of Shandong Changle Changyuan Real Estate Co., Ltd. and deputy GM of Fujian Yumin Investment Co., Ltd.; he served as GM assistant of the Company from April 2012 to October 2013 and serves as deputy GM of the Company now.
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.
Li Wenying, femal, 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. Now she is the secretary of the Baord of the Company.
Post-holding inshareholder‘s unit
□ Applicable√ Not applicable
Post-holding in other unit
√Applicable□Not applicable
|||||||
|-|-|-|-|-|-|
||||||Receiving|
|Name|Name of other units|Position|Start dated of|End date of|remuneration from|
||||office term|office term||
||||||other units (Y/N)|
|Cheng Ducai|Beijing XinLian JinDa Investment Co., Ltd|GM|2005-04-15||Y|
|Wei Lei|Shenzhen XinJinDa Investment Co., Ltd|Accountant|2009-01-15||Y|
|Xie Yu|Hangzhou Nanjiang Robot Co., Ltd.|GM|2014-09-30||Y|
|Wang Dong|Shanghai Nanjiang (Group) Co., Ltd.|Director, GM|1993-07-16||N|
|||Executive|||N|
|Wang Dong|Shanghai Nanjiang Investment Co., Ltd.||2013-02-20|||
|||director||||
||Shanghai Nanjiang International Trade|Executive|||N|
|Wang Dong|||2013-07-31|||
||Co., Ltd.|Director, GM||||
|||Chairman,|||N|
|Wang Dong|Shenzhen DongFeng Group Co., Ltd.||2011-04-19|||
|||GM||||
||Shenzhen Xinjinda Invesment Holding|Executive|||N|
|Wang Dong|||2005-06-01|||
||Co., Ltd.|director||||
|Wang Dong|Beijing Moxi Group Co., Ltd|Director|2013-05-06||N|
|||Executive|||N|
|Wang Dong|Beijing Nanjiang Investment Co., Ltd.||2012-03-26|||
|||director||||
|||Executive|||N|
|Wang Dong|Chongqing Nanjiang Investment Co., Ltd.||2013-03-05|||
|||director||||
||Chengdu Nanjiang Engineering|Executive|||N|
|Wang Dong|||2012-04-26|||
||Technology Co., Ltd.|director||||
|||Executive|||N|
|Wang Dong|Xizhe Investment Co., Ltd.||2014-06-03|||
|||Director, GM||||
|Wang Dong|Xizang Nanjiang Investment Co., Ltd.|Executive|2014-06-23||N|

||||||
|-|-|-|-|-|
|||Director, GM|||
|Chen Weihuan|Shenzhen DongFeng Group Co., Ltd.|CFO|2011-04-19|N|
|Chen Weihuan|Hangzhou Nanjiang Robot Co., Ltd.|Director|2014-09-30|N|
|Chen Weihuan|Beijing Moxi Group Co., Ltd|Director|2013-05-06|N|
|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|||||

III. Remuneration for directors, supervisors and senior executives
Decision-making procedures, recognition basis and payment 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 toshareholders‘ 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 1,543,000.
Remuneration for directors, supervisors and senior executives in reporting period
In ten thousand Yuan
|||||||||
|-|-|-|-|-|-|-|-|
|||||||Total||
||||||Total||Remuneration|
|||||||remuneration||
|||||Post-holding|remuneration||actually|
|Name|Title|Sex|Age|||obtained from||
|||||status|obtained from||obtained at|
|||||||shareholder‘s||
||||||the Company||period-end|
|||||||unit||
|||||Currently in||||
|Li Weimin|Chairman|M|52||9.96|0|9.96|
|||||office||||
|Zhao|Director&|||Currently in||||
|||M|38||24.27|0|24.27|
|Yongsheng|GM& CFO|||office||||
|||||Currently in||||
|Wang Dong|Director|M|42||9.96|0|9.96|
|||||office||||
|||||Currently in||||
|Chen Weihuan|Director|M|40||9.96|0|9.96|
|||||office||||
|||||Currently in||||
|Cheng Ducai|Director|M|46||21.96|0|21.96|
|||||office||||
||Independent|||Currently in||||
|Guo Huibin||M|44||9.96|0|9.96|
||director|||office||||
|Zhang Zhiyong|Independent|M|61|Currently in|9.96|0|9.96|

|||||||||
|-|-|-|-|-|-|-|-|
||director|||office||||
||Independent|||Currently in||||
|Cao Guohua||M|48||9.96|0|9.96|
||director|||office||||
||Chairman of|||||||
|||||Currently in||||
|Xie Yu|supervisory|M|41||0|0|0|
|||||office||||
||committee|||||||
|||||Currently in||||
|Wei Lei|Supervisor|F|37||0|0|0|
|||||office||||
||Employee|||Currently in||||
|Hao Guangxin||M|39||12.76|0|12.76|
||supervisor|||office||||
|||||Currently in||||
|Wang Xiashu|Deputy GM|M|58||12.77|0|12.77|
|||||office||||
|||||Currently in||||
|Sun Hongwei|GM assistant|M|51||12.77|0|12.77|
|||||office||||
||Secretary of|||Currently in||||
|Li Wenying||F|30||10.01|0|10.01|
||the Board|||office||||
|Total|--|--|--|--|154.3|0|154.3|

 Delegated equity incentive for directors, supervisors and senior executives in reporting period
□ Applicable√ Not applicable
IV. Changes of directors, supervisors and senior executives
||||||
|-|-|-|-|-|
|Name|Title|Type|Date|Reasons|
||Secretary of the||||
|Li Weimin||Leave office|2014-07-04|Post adjustment|
||Board||||
||Secretary of the||||
|Li Wenying||Appointment|2014-07-04|Appointment secretary of the Board|
||Board||||

V. Changes of core technology team or key technicians in reporting period (not including directors, supervisors and senior executives)
Core technology team has no changed in reporting period
VI. Particulars of workforce
(I) Employees in-post
Ended as 31 December 2014, the Company owes 133 employees in-post totally
(II) Professional constitution and education background:
|||||||
|-|-|-|-|-|-|
|Major composition|Production staff|Sales man|Technicist|Financial staff|Administrative|

|||||||
|-|-|-|-|-|-|
||||||staff|
|Numbers|54|7|10|7|55|
|Educationbackground|Doctor|Master|Undergreaduate|Junior college|Higher school andbelow|
|Numbers (person)|1|5|10|27|90|

Section IX. Corporate Governance
I. Corporate governance
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 theShareholders‘ General Meeting:
The Company set up Rules of Procedure ofShareholders‘ General Meeting and was able to convene and hold theShareholders‘ General Meeting strictly according to the requirement of normative opinions of theShareholders‘ 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 theshareholders‘ 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 is able to fully respect and safeguard the legal rights and interests of the bank, other creditors, employees, customers and other parties of related interests. The Company pays special attention to social welfare, environmental protection and commonweal cause in the area, while protecting theCompany‘s sustainable development and realizing the maximum of theshareholders‘ interests.
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 theshareholders‘ 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 corporate government, the Company Laws and relevant regulations from CSRC
□ Yes√ No
There are no differences between the corporate government, the Company Laws and relevant regulations 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 InformationDisclosure‖ and―Management System of Information Registration for Person with Knowledge of InsideInformation‖ 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. In the report period, the Company held annual general meeting and extraordinaryshareholders’ general meeting
1. Annual General Meeting in the report period
|||||||
|-|-|-|-|-|-|
|||Name of meeting||||
|Session of meeting|Date||Situation|Date of disclosure|Index of disclosure|
|||motion||||
|||Working Report of||||
|||the Board for year of||||
|||2013, Working||||
|||Report of the||||
|||Supervisory||||
|||Committee for year||||
|||of 2013, Annual||||
|||Financial Report of||||
|||2013, Profit||||
|||Distribution Plan for||||
||||||Securities Times,|
|||year of 2013, Annual||||
||||||Hong Kong|
|||Report and||||
|Annual general|||||Commercial Daily|
||2014-06-19|Summary for year of|All pass|2014-06-20||
|meeting of 2013|||||and Juchao Website|
|||2013, Engagement||||
||||||http://www.cninfo.co|
|||of the Audit Organ||||
||||||m.cn|
|||for Financial||||
|||Auditing of 2014,||||
|||Engagement of the||||
|||Audit Organ for||||
|||Internal Control of||||
|||2014, Adjustmetn||||
|||of the Director‘s||||
|||Allowance and||||
|||Amendment on||||
|||Article of||||

||
|-|
|Association|

2. Extraordinaryshareholders’ general meeting in the report period
|||||||
|-|-|-|-|-|-|
|||Name of meeting||||
|Session of meeting|Date||Situation|Date of disclosure|Index of disclosure|
|||motion||||
||||||Securities Times,|
|The first||Amendment of|||Hong Kong|
|extraordinary||Article of|||Commercial Daily|
||2014-02-21||All pass|2014-02-22||
|shareholders‘ general||Association of|||and Juchao Website|
|meeting 2014||Nanjiang Co., Ltd.|||http://www.cninfo.co|
||||||m.cn|

3. Request for extraordinary general meeting by preferred stockholders whose voting rights restore□ Applicable√ Not applicable
III. Responsibility performance of independent directors in report period
1. The attending of independent directors to Board meetings andshareholders’ general meeting
||||||||
|-|-|-|-|-|-|-|
|The attending of independent directors|||||||
||Times of Board||||||
|||||||Absent the|
||meeting||Times of|Times of|||
|||Times of|||Times of|Meeting for the|
|Independent director|supposed to||attending by|entrusted|||
|||Presence|||Absence|second time in a|
||attend in the||communication|presence|||
|||||||row (Y/N)|
||report period||||||
|Cao Guohua|10|0|10|0|0|N|
|Zhang Zhiyong|10|0|10|0|0|N|
|Guo Huibin|10|0|10|0|0|N|
|Times to attended the shareholders|||||||
|||2|||||
|general meeting|||||||

Explanation of absent the Board Meeting for the second time in a row
Nil
2. Objection for relevant events from independent directors
Whether independent directors come up with objection aboutcompany‘s relevant matters or not
□ Yes√ No
Independent directors has no objections for relevant events in reporting period
3. Other explanation about responsibility performance of independent directors
Whether the opinions from independent directors have been adopted or not
√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 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. IV. Responsibility performance of subordinate special committee of the Board in report 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; auditingcompany‘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 AppraisalCommittee‖, the committee earnestly perfom 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 directring 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 theCompany‘s development in the future; they broadly responsible for the strategic macro manaegment 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.
V. Works from Supervisory Committee
Whether the Company has risks or not 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 2014, 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 23 April 2014, the 8th meeting of 5th session of supervisory committee was held on way of communication. Proposals below are been deliberated and approved:
(1) Deliberated and passed the―Working Report of Superviosry Committee for year of2013‖;
(2) Deliberated and passed the―Financial Report of2013‖;
(3) Deliberated and passed the―Annual Report of 2013 andSummary‖
(4) Deliberated and passed the―Self-appraisal Report of Internal Control for year of2013‖
The resolution notice was released on Hong Kong Commercial Daily, Securities Times and Juchao Website http://www.cninfo.com.cn dated 25 April 2014.
2. On 28 April 2014, the 9th meeting of 5th session of supervisory committee was held on way of communication. Deliberated and approved the―1Q Report of 2014 andSummary‖. The resolution was submitted for a record in Shenzhen Stock Exchaneg on 28 April 2014.
3. On 25 August 2014, the 10th meeting of 5th session of supervisory committee was held on way of communication. Deliberated and approved the―Semi-Annual Report of 2014 andSummary‖. The resolution was submitted for a record in Shenzhen Stock Exchaneg on 25 August 2014.
4. On 27 October 2014, the 11th meeting of 5th session of supervisory committee was held on way of communication. Deliberated and approved the―3Q Report of 2014 andSummary‖. The resolution was submitted for a record in Shenzhen Stock Exchaneg on 27 October 2014.
(II) Independent oponion on relevant events of the Company for year of 2014
1. Independent oponion 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 generalmeeting‘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 managemetn 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 oponion on financial consition of the Company
Supervisory committee exercise carefully and dilligent examination on the finanical system and financial status of the Company, they considered that real financial status and operation results of the Company have been reflected in the finacnal reprot of 2013. 3. Independent oponion on latest actual investment of raised fund
The Company has no fund raised in the reporting period.
4. Independent oponion on related transaction
Related transactions occurred in the Period:
(2) On 7 March 2014, Chengde Nanjiang Co., Ltd.and Chengde Nanjiang Ecological Agriculture Co., Ltd. entered into the―Supplementatry Agreement of‗Long-term Strategy CooperationAgreement‘‖ with Cloud Live Technology Group Co., Ltd.(―CloudLive‖ for short) in Beijing, agreed to conferring amount credit for good supplying limit of 10 million Yuan at most (10 million Yuan included) in every 12 months to Cloud Live. The affiliated director Mr. Wang Dong avoid the voting. The routine related transaction is the operation needs of the Company, pricing of the trading is follow the market principle, the supplementary agreement further to well-defined the liability for breach of contract and benefit the interest of the Company. By means of confer the credit limit for good
supplying, competitive advantage of Eco-Agreculature has been elarged, and play a positive role in long-term cooperation between the two parties. And there are interest of the Company and shareholders are been damaged or cause assets of the Company loss 5. Independent oponion 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 ListedCompanies‖ 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.
VI. Independency of the Company relative to controllingshareholders’ 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 personne: The Company has an independent manaegment of labor force, human resources and salary. Senior executive of the Company did not take double position in the listed company and controlling sharehodlers and with no remuneration received etiher.
2. In aspect of assets: the Company has a clear property relations with its controlling shareholder, and assers of the Company is totally independent of controlling shareholder. The Company holds completely control and desposition 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: TheCompany‘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.
VII. Horizontal Competition
□ Applicable√ Not applicable
VIII. Appraisal and incentive mechanism for senior executives
Seniorexecutives‘ 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.
Section X. Internal control
I. The Construction Situation of Internal Control
In accordance with the Company Law, Securities Law, Standard Operational Guide for Listed Company in Main Board of Shenzhen Stock Exchange, Basic Norms of Enterprise Internal Control and supporting guide and other requriements, many internal control system has been formulated and perfected in aspect of the business included in evaluation scope with efficiency execution. During the period, the Company evaluated the internal control, and there are no major deficits and major errors been found in internal control of the Company.
II. Statement of the Board of Directors on Responsibility of Internal Control
In line with the regulation mechanism ofenterprise‘ internal control, Board of the Company has responsibility to established and improve its internal control and implemented internal control effectively, evaluate the effectiveness and release the evaluation report of internal control strictly according to the facts. Supervisory committee kept eyes on the implementation and establishment of internal control from the Board. Managers are responsible for organizing and leading the daily running of theCompany‘s internal control. Board of the Company, Supervisory Committee, Directors, Supervisors and Senior Executives guarantee that there are no any fictitious statements, misleading statements or important omissions carried in the Report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents.
TheCompany‘s internal control aims at guarantee a legal operation management reasonably, assets safety, the real and completion of the financial report and relevant information, improve the business results and achieve the development strategy. Due to the inherent limitation of the internal control, changes of the external macroscopic enviornmetn and policy might resulted the in-applicability or errors on original controlling activity. Therefore, the Company will supplement and improved the internal control mechanism on time, for purpose of providing a strong guaratnee to the achievement of strategy and operation target of the Company and turth-ness and complete-nes of the financial report. Furthermore, inappropriate internal control may be resulted by the changes of conditions, or failure of controlling policy and procedures implementation, the validity of internal control that calculated according to evaluation results of internal control has a certain risks.
III. Bases for establishment of financial report internal control
The Company complied with Accounting Laws, Accounting Standards for Enterprises, Regulation of Internal Control and supporting guidelines as well as regulations and rules, formulated and implemented financial management system. The installation and division of accounting posts was clear, separated from each other and restrained each other with post duty system; in aspect of financial report, the Company had built a series of complete financial report system and internal control system of financial report. The production procedure of financial report was scientific and complete. As to the data, the core was controlled, the collection was efficient, and that analysis and handle was conducted; As for annual report audit, the Company formulated the Annual Report Working Procedure for Audit Commission of the Board of Directors and the Annual Report Working Procedure for Independent Directors. Audit Commission and independent directors practically fulfilled duties with full responsibility diligently. The legal representative, chief accounting charger and charger of accounting institution were responsible for the authenticity and completeness of the Company. In the reporting period, financial staff of the Company in strict accordance with relevant laws and regulations as well as internal control system of the financial report, carried out financial management and accounting treatment pursuant to the law, internal control of the financial report operates efficiency and correctly without major deficits.
IV. Appraisal report of internal control
|||
|-|-|
|Details of major defects in appraisal report that found in reporting period||
|N/A||
|Date of appraisal report of internal||
||2015-04-29|
|control disclosed (full-text)||
|Index of appraisal report of internal||
||Juchao Website: www.cninfo.com.cn|
|control disclosed (full-text)||

V. Auditing report and authentication report of internal control
Auditing report of IC
|||
|-|-|
|Deliberation section of auditing report of IC||
|In our opinion, the Company, in line with Basic Norms of Enterprises Internal Control and relevant regulations, shows an||
|effectiveness internal control of financial report in all major aspects dated 31 December 2014.||
|Disclosure date of audit report of||
||2015-04-29|
|internal control (full-text)||
|Index of audit report of internal||
||Juchao Website: www.cninfo.com.cn|
|control (full-text)||

Issued a modified audit opinions for internal control
□Yes√No
Auditing report of internal control issued by CPA shows the same opinion as self-evaluation report issued by the Board
√ Yes□ No
VI. Establishment and enforcement of Accountability Mechanism for Major Errors in Annual Report
The company formulated―Accountability Mechanism for Major Errors in Disclosure of Annual ReportInformation‖, which defined the situation of major errors for disclosure of annual report information, the type of accountability and its kind. It helps to disclose annual report information. No correction of major accounting errors, supplementation of major omission information and amendment of performance prediction occurred in the report period.
Section XI. Financial Report
I. Audit report
|||
|-|-|
|Type of audit opinion|Standard unqualified|
|Date for audited report signed|2015-04-27|
|Name of audit institution|大华会计师事务所（特殊普通合伙）|
|Reference number|大华审字[2015]004631号|
|CPA|Fan Rong, Han Junmin|

Text ofAuditor‘s Report
Auditor’s Report
Dahua Shen Zi[2015]No. 004631 To Chengde Nanjiang Co., Ltd.:
We have audited the Companying consolidated and parentCompany‘s financial statements of Chengde Nanjiang Co., Ltd.(―ChengdeNanjiang‖ for short), including balance sheet of 31 December 2014, and profit statement for year of 2014, cash flow statement and statement on changes ofshareholders‘ equity for the year ended, and notes to the financial statements for the year ended.
I. Auditing reprot carried out on the Financial Statement
(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 theauditor‘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
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, ChengdeNanjiang‘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 parentcompany‘s as of December 31, 2014, 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
27 April 2015
II. Financial Statement
Statement in Financial Notes are carried in RMB/CNY
1. Consolidated Balance Sheet
Prepared by Chengde Nanjiang Co., Ltd
2014-12-31
In RMB
||||
|-|-|-|
|Item|Closing balance|Opening balance|
|Current assets:|||
|Monetary funds|36,998,545.17|89,426,891.22|
|Settlement provisions|||
|Capital lent|||
|Financial liability measured by fair|||
|value and with variation reckoned into|||
|current gains/losses|||
|Derivative financial liability|||
|Notes receivable|||
||2,722,676.66|117,180.60|
|Accounts receivable|||

||||
|-|-|-|
|Accounts paid in advance|7,780,145.39|33,836,310.22|
|Insurance receivable|||
|Reinsurance receivables|||
|Contract reserve of reinsurance|||
|receivable|||
|Interest receivable|||
|Dividend receivable|||
|Other receivables|11,008,292.44|4,976,108.67|
|Purchase restituted finance asset|||
|Inventories|515,713,286.09|190,569,964.32|
|Divided into assets held for sale|||
|Non-current asset due within one|||
|year|||
|Other current assets|24,131,851.80|4,478,158.24|
|Total current assets|598,354,797.55|323,404,613.27|
|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|6,684,960.46|6,626,905.49|
|Investment property|||
|Fixed assets|10,294,681.90|11,296,353.61|
|Construction in progress|||
|Engineering material|||
|Disposal of fixed asset|||
|Productive biological asset|640,727.71|258,190.34|
|Oil and gas asset|||
|Intangible assets|11,902,512.97|28,721,653.41|
|Expense on Research and|||
|Development|||
|Goodwill|0.00|1,809,762.89|
|Long-term expenses to be|8,588,027.16|7,811,572.52|
|apportioned|||
|Deferred income tax asset|834,223.19|834,223.19|
|Other non-current asset|5,201,365.53||
|Total non-current asset|44,146,498.92|57,358,661.45|

||||
|-|-|-|
|Total assets|642,501,296.47|380,763,274.72|
|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||26,000,000.00|
|Accounts payable|10,425,920.41|3,660,631.16|
|Accounts received in advance|290,954,152.81|53,821,113.16|
|Selling financial asset of|||
|repurchase|||
|Commission charge and|||
|commission payable|||
|Wage payable|6,233,580.16|6,205,363.50|
|Taxes payable|10,023,172.67|18,026,904.58|
|Interest payable|||
|Dividend payable|||
|Other accounts payable|14,624,828.17|36,044,983.70|
|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|332,261,654.22|143,758,996.10|
|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|332,261,654.22|143,758,996.10|
|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|456,470,388.64|456,470,250.78|
|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|-949,599,922.37|-1,029,880,318.18|
|Total owner‘s equity attributable to|289,982,016.44|209,701,482.77|
|parent company|||
|Minority interests|20,257,625.81|27,302,795.85|
|Total owner‘s equity|310,239,642.25|237,004,278.62|
|Total liabilities and owner‘s equity|642,501,296.47|380,763,274.72|

 Legal Representative: Li Weimin 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:|||
||18,291,266.59|5,681,141.82|
|Monetary funds|||

||||
|-|-|-|
|Financial liability measured by fair|||
|value and with variation reckoned into|||
|current gains/losses|||
|Derivative financial liability|||
|Notes receivable|||
|Accounts receivable|||
|Account paid in advance|1,372,194.98|25,000,000.00|
|Interest receivable|||
|Dividends receivable|||
|Other receivables|16,638,184.13|316,143.39|
|Inventories|490,087,338.82|161,600,661.40|
|Divided into assets held for sale|||
|Non-current assets maturing within|||
|one year|||
|Other current assets|19,420,345.47||
|Total current assets|545,809,329.99|192,597,946.61|
|Non-current assets:|||
|Available-for-sale financial assets|||
|Held-to-maturity investments|||
|Long-term receivables|||
|Long-term equity investments|157,284,836.37|152,284,669.73|
|Investment property|||
|Fixed assets|1,183,425.73|1,314,384.81|
|Construction in progress|||
|Project materials|||
|Disposal of fixed assets|||
|Productive biological assets|||
|Oil and natural gas assets|||
|Intangible assets||15,699,628.36|
|Research and development costs|||
|Goodwill|||
|Long-term deferred expenses|172,589.80||
|Deferred income tax assets|750.00|750.00|
|Other non-current assets|||
|Total non-current assets|158,641,601.90|169,299,432.90|

||||
|-|-|-|
|Total assets|704,450,931.89|361,897,379.51|
|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|3,625,964.00||
|Accounts received in advance|277,140,032.59|40,423,500.00|
|Wage payable|628.22||
|Taxes payable|49,975.30|-58,959.68|
|Interest payable|||
|Dividend payable|||
|Other accounts payable|243,993,740.20|299,169,464.74|
|Divided into liability held for sale|||
|Non-current liabilities due within 1|||
|year|||
|Other current liabilities|||
|Total current liabilities|524,810,340.31|339,534,005.06|
|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|524,810,340.31|339,534,005.06|

||||
|-|-|-|
|Owners‘ equity:|||
|Share capita|706,320,000.00|706,320,000.00|
|Other equity instrument|||
|Including: preferred stock|||
|Perpetual capitalsecurities|||
|Capital public reserve|449,366,024.55|449,365,886.69|
|Less: Inventory shares|||
|Other comprehensive income|||
|Reasonable reserve|||
|Surplus reserve|76,791,550.17|76,791,550.17|
|Retained profit|-1,052,836,983.14|-1,210,114,062.41|
|Total owner‘s equity|179,640,591.58|22,363,374.45|
|Total liabilities and owner‘s equity|704,450,931.89|361,897,379.51|

 3. Consolidated Profit Statement
In RMB
||||
|-|-|-|
|Item|Current Period|Last Period|
|I. Total operating income|322,502,631.63|363,952,258.89|
|Including: Operating income|322,502,631.63|363,952,258.89|
|Interest income|||
|Insurance gained|||
|Commission charge and commission|||
|income|||
|II. Total operating cost|358,297,490.43|364,595,768.48|
|Including: Operating cost|325,795,009.31|339,083,312.47|
|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|608,376.03|3,135,115.82|
|Sales expenses|4,299,230.07|3,263,636.58|
|Administration expenses|21,550,755.68|21,000,380.87|
|Financial expenses|1,816,023.18|616,644.15|
|Losses of devaluation of asset|4,228,096.16|-2,503,321.41|
|Add: Changing income of fair|||
|value(Loss is listed with ―-‖)|||
|Investment income (Loss is listed|||
||229,054.97|164,602.55|
|with ―-‖)|||
|Including: Investment income on|||
||58,054.97|53,372.42|
|affiliated company and joint venture|||
|Exchange income (Loss is listed|||
|with ―-‖)|||
|III. Operating profit (Loss is listed with|||
||-35,565,803.83|-478,907.04|
|―-‖)|||
|Add: Non-operating income|117,700,572.71|132,325,264.45|
|Including: Disposal gains of|||
||113,807,781.40|131,918,787.19|
|non-current asset|||
|Less: Non-operating expense|7,947,685.38|615,794.39|
|Including: Disposal loss of|||
||989,275.20||
|non-current asset|||
|IV. Total Profit (Loss is listed with ―-‖)|74,187,083.50|131,230,563.02|
|Less: Income tax expense|951,857.73|31,295,705.90|
|V. Net profit (Net loss is listed with ―-‖)|73,235,225.77|99,934,857.12|
|Net profit attributable to owner‘s of|||
||80,280,395.81|94,806,811.16|
|parent company|||
|Minority shareholders‘ gains and|||
||-7,045,170.04|5,128,045.96|
|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|||
|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|73,235,225.77|99,934,857.12|
|Total comprehensive income|||
||80,280,395.81|94,806,811.16|
|attributable to owners of parent Company|||
|Total comprehensive income|||
||-7,045,170.04|5,128,045.96|
|attributable to minority shareholders|||
|VIII. Earnings per share:|||
|(i) Basic earnings per share|0.11|0.13|
|(ii) Diluted earnings per share|0.11|0.13|

Enterprise combine under the same control in the Period, the combined party realized net profit of 0 Yuan before combination, and realized 0 Yuan at last period for combined party
Legal Representative: Li Weimin 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|8,217,142.76|9,631,946.56|
|Less: Operating cost|988,187.82|28,460.39|
|Operating tax and extras|396,000.00|528,000.00|
|Sales expenses|529,129.10|240,503.11|
|Administration expenses|11,207,134.69|7,959,458.53|
|Financial expenses|961,779.78|1,258.28|
|Losses of devaluation of asset|45,078.42|3,000.00|
|Add: Changing income of fair|||
|value(Loss is listed with ―-‖)|||
|Investment income (Loss is|||
|listed with ―-‖)|||
|Including: Investment income|||
|on affiliated company and joint venture|||
|II. Operating profit (Loss is listed|||
||-5,910,167.05|871,266.25|
|with ―-‖)|||
|Add: Non-operating income|168,058,111.85|21,920.77|
|Including: Disposal gains of|||
||113,647,960.69||
|non-current asset|||
|Less: Non-operating expense|4,870,865.53|9,100.00|
|Including: Disposal loss of|||
|non-current asset|||
|III. Total Profit (Loss is listed with|||
||157,277,079.27|884,087.02|
|―-‖)|||
|Less: Income tax expense||-750.00|
|IV. Net profit (Net loss is listed with|||
||157,277,079.27|884,837.02|
|―-‖)|||
|V. Net after-tax of other comprehensive|||
|income|||

||||
|-|-|-|
|(I) Other comprehensive income|||
|items which will not be reclassified|||
|subsequently to profit of loss|||
|1. Changes as a result of|||
|re-measurement of net defined benefit|||
|plan liability or asset|||
|2. Share of the other|||
|comprehensive income of the investee|||
|accounted for using equity method|||
|which will not be reclassified|||
|subsequently to profit and loss|||
|(II) Other comprehensive income|||
|items which will be reclassified|||
|subsequently to profit or loss|||
|1. Share of the other|||
|comprehensive income of the investee|||
|accounted for using equity method|||
|which will be reclassified subsequently|||
|to profit or loss|||
|2. Gains or losses arising|||
|from changes in fair value of|||
|available-for-sale financial assets|||
|3. Gains or losses arising|||
|from reclassification of held-to-maturity|||
|investment as available-for-sale|||
|financial assets|||
|4. The effect hedging|||
|portion of gains or losses arising from|||
|cash flow hedging instruments|||
|5. Translation differences|||
|arising on translation of foreign|||
|currency financial statements|||
|6. Other|||
|VI. Total comprehensive income|157,277,079.27|884,837.02|
|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:|||
|Cash received from selling|||
|commodities and providing labor|554,077,939.01|415,792,262.19|
|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|1,175,356.96||
|Other cash received concerning|||
||31,593,592.22|59,481,903.92|
|operating activities|||
|Subtotal of cash inflow arising from|||
||586,846,888.19|475,274,166.11|
|operating activities|||
|Cash paid for purchasing|||
|commodities and receiving labor|599,771,483.46|590,408,836.19|
|service|||
|Net increase of customer loans and|||
|advances|||
|Net increase of deposits in central|||
|bank and interbank|||

||||
|-|-|-|
|Cash paid for original insurance|||
|contract compensation|||
|Cash paid for interest, commission|||
|charge and commission|||
|Cash paid for bonus of guarantee|||
|slip|||
|Cash paid to/for staff and workers|10,237,228.89|8,150,877.53|
|Taxes paid|34,673,738.35|35,021,456.47|
|Other cash paid concerning|||
||76,494,361.57|46,246,028.58|
|operating activities|||
|Subtotal of cash outflow arising from|||
||721,176,812.27|679,827,198.77|
|operating activities|||
|Net cash flows arising from operating|||
||-134,329,924.08|-204,553,032.66|
|activities|||
|II. Cash flows arising from investing|||
|activities:|||
|Cash received from recovering|||
||38,000,000.00|9,000,000.00|
|investment|||
|Cash received from investment|||
||171,000.00|111,230.13|
|income|||
|Net cash received from disposal of|||
|fixed, intangible and other long-term|85,000,000.00|188,233,888.62|
|assets|||
|Net cash received from disposal of|||
|||57,429,714.65|
|subsidiaries and other units|||
|Other cash received concerning|||
|investing activities|||
|Subtotal of cash inflow from investing|||
||123,171,000.00|254,774,833.40|
|activities|||
|Cash paid for purchasing fixed,|||
||3,149,781.23|11,010,284.50|
|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|41,149,781.23|11,010,284.50|

||||
|-|-|-|
|activities|||
|Net cash flows arising from investing|||
||82,021,218.77|243,764,548.90|
|activities|||
|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|||
||10,029,217.89|5,000,000.00|
|activities|||
|Cash paid for settling debts||35,300,000.00|
|Cash paid for dividend and profit|||
|||1,030,671.89|
|distributing or interest paying|||
|Including: Dividend and profit of|||
|minority shareholder paid by|||
|subsidiaries|||
|Other cash paid concerning|||
|||11,445,403.16|
|financing activities|||
|Subtotal of cash outflow from financing|||
|||47,776,075.05|
|activities|||
|Net cash flows arising from financing|||
||10,029,217.89|-42,776,075.05|
|activities|||
|IV. Influence on cash and cash|||
|equivalents due to fluctuation in|-119,640.74||
|exchange rate|||
|V. Net increase of cash and cash|||
||-42,399,128.16|-3,564,558.81|
|equivalents|||
|Add: Balance of cash and cash|||
||77,981,488.06|81,546,046.87|
|equivalents at the period -begin|||
|VI. Balance of cash and cash|||
||35,582,359.90|77,981,488.06|
|equivalents at the period -end|||

6. Cash Flow Statement of Parent Company
In RMB
||||
|-|-|-|
|Item|Current Period|Last Period|
|I. Cash flows arising from operating|||
|activities:|||
|Cash received from selling|||
|commodities and providing labor|187,363,242.41|9,631,946.56|
|services|||
|Write-back of tax received|||
|Other cash received concerning|||
||38,138,466.36|201,813,444.46|
|operating activities|||
|Subtotal of cash inflow arising from|||
||225,501,708.77|211,445,391.02|
|operating activities|||
|Cash paid for purchasing|||
|commodities and receiving labor|201,137,420.79|186,629,121.79|
|service|||
|Cash paid to/for staff and workers|5,802,550.51|2,472,138.09|
|Taxes paid|22,685,179.55|1,621,088.68|
|Other cash paid concerning|||
||96,706,176.51|6,302,906.34|
|operating activities|||
|Subtotal of cash outflow arising from|||
||326,331,327.36|197,025,254.90|
|operating activities|||
|Net cash flows arising from operating|||
||-100,829,618.59|14,420,136.12|
|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|40,423,500.00|
|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|40,423,500.00|

||||
|-|-|-|
|activities|||
|Cash paid for purchasing fixed,|||
||60,090.00|769,581.00|
|intangible and other long-term assets|||
|Cash paid for investment|5,000,166.64|49,170,370.00|
|Net cash received from|||
|subsidiaries and other units|||
|Other cash paid concerning|||
|investing activities|||
|Subtotal of cash outflow from investing|||
||5,060,256.64|49,939,951.00|
|activities|||
|Net cash flows arising from investing|||
||79,939,743.36|-9,516,451.00|
|activities|||
|III. Cash flows arising from financing|||
|activities|||
|Cash received from absorbing|||
|investment|||
|Cash received from loans|43,700,000.00||
|Cash received from issuing bonds|||
|Other cash received concerning|||
|financing activities|||
|Subtotal of cash inflow from financing|||
||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|||
||665,866.06||
|financing activities|||
|Subtotal of cash outflow from financing|||
||10,865,866.06||
|activities|||
|Net cash flows arising from financing|||
||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|||
||11,944,258.71|4,903,685.12|
|equivalents|||
|Add: Balance of cash and cash|||
||5,681,141.82|777,456.70|
|equivalents at the period -begin|||

||||
|-|-|-|
|VI. Balance of cash and cashequivalents at the period -end|||
||17,625,400.53|5,681,141.82|

7. Statement of Changes inOwners’ Equity (Consolidated)
This Period
In RMB
|||||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|-|-|
||This Period|||||||||||||
||Owners‘ equity attributable to parent company|||||||||||||
|||Other||||||||||||
|||equity instrument||||||||||||
|Item||||||||||||||
||Share||Perpet|||Less:|Other|Reason||Provisio||Minority|Totalowners‘|
||capital|Prefer|ual||Capitalreserve|Inventory|comprehensive|able|Surplusreserve|n ofgeneral|Retained profit|interests|equity|
|||red|capita|Other||shares|income|reserve||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||||||||||||||
||706,32||||||||||-1,029,8|||
|II. Balance at the|||||456,470||||76,791,|||27,302,|237,004|
|beginning of this|0,000.||||||||||80,318.|||
||||||,250.78||||550.17|||795.85|,278.62|
|year|00||||||||||18|||
|III. Increase/||||||||||||||
||||||||||||80,280,|-7,045,1|73,235,|
|Decrease in this||||||||||||||
||||||137.86|||||||||
|year (Decrease is|||||||||||395.81|70.04|363.63|
|listed with ―-‖)||||||||||||||
|(i) Total|||||||||||80,280,|-7,045,1|73,235,|
|comprehensive||||||||||||||
||||||||||||395.81|70.04|225.77|
|income||||||||||||||
|(ii) Owners‘||||||||||||||
||||||137.86||||||||137.86|
|devoted and||||||||||||||
|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|||||||
|||137.86||||137.86|
|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|||||||
||706,32|||-949,59||310,239,642.25|
|IV. Balance at the||456,470|76,791,||20,257,||
|end of the report|0,000.|||9,922.3|||
|||,388.64|550.17||625.81||
|period|00|||7|||

Last Period
In RMB
|||||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|-|-|
||Last Period|||||||||||||
||Owners‘ equity attributable to the parent Company|||||||||||||
|||Other|||Capital||||Surplus||Retaine|||
|||equity instrument||||||||||||
|||||||||||||Minorit||
|Item||||||||||||||
||Share||Perpetual|||Less:Invento|Othercompre|Reasonable||Provision of||yinterest|Totalowners‘|
||capital|Preferred|capital|Other|reserve|ryshares|hensiveincome|reserve|reserve|generalrisk|d profit|s|equity|
|||stock||||||||||||
||||securi|||||||||||
||||ties|||||||||||
||706,32||||||||||-1,124,6|||
||||||456,470||||76,791,|||22,174,|137,069|
|I. Balance at the||||||||||||||
||0,000.||||||||||87,129.|||
|end of the last year|||||,250.78||||550.17|||749.89|,421.50|
||00||||||||||34|||
|Add:||||||||||||||
|Changes of||||||||||||||
|accounting policy||||||||||||||
|Error||||||||||||||
|correction of the||||||||||||||
|last period||||||||||||||
|Enterprise||||||||||||||
|combine under the||||||||||||||
|same control||||||||||||||
|Other||||||||||||||
||706,32||||||||||-1,124,6|||
|II. Balance at the|||||456,470||||76,791,|||22,174,|137,069|
|beginning of this|0,000.||||||||||87,129.|||
||||||,250.78||||550.17|||749.89|,421.50|
|year|00||||||||||34|||
|III. Increase/||||||||||||||
||||||||||||94,806,|5,128,0|99,934,|
|Decrease in this||||||||||||||
|year (Decrease is|||||||||||811.16|45.96|857.12|
|listed with ―-‖)||||||||||||||
|(i) Total|||||||||||94,806,|5,128,0|99,934,|
|comprehensive||||||||||||||
||||||||||||811.16|45.96|857.12|
|income||||||||||||||
|(ii) Owners‘||||||||||||||
|devoted and||||||||||||||
|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|||||||
|(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|||||||
||706,32|||-1,029,8|||
|IV. Balance at the||456,470|76,791,||27,302,|237,004|
|end of the report|0,000.|||80,318.|||
|||,250.78|550.17||795.85|,278.62|
|period|00|||18|||

8. Statement of Changes inOwners’ 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|||

||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|
||capital||Perpetu|||shares|nsive||d profit|owners‘|
|||Preferre|al||||income|||equity|
||||capital|Other|||||||
|||d stock|||||||||
||||securiti||||||||
||||es||||||||
||||||||||-1,210,1||
||706,320,||||449,365,8|||76,791,55||22,363,37|
|I. Balance at the|||||||||||
||||||||||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|||||||||||
|Other|||||||||||
||||||||||-1,210,1||
|II. Balance at the|706,320,||||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/|||||||||||
||||||||||157,277|157,277,2|
|Decrease in this|||||||||||
||||||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‘|||||||||||
||||||137.86|||||137.86|
|devoted and|||||||||||
|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|||||||||||
||||||137.86|||||137.86|
|4. Other|||||||||||
|(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||||||
|(V) Reasonable||||||
|reserve||||||
|1. Withdrawal in||||||
|the report period||||||
|2. Usage in the||||||
|report period||||||
|(VI)Others||||||
|||||-1,052,8|179,640,591.58|
|IV. Balance at the|706,320,|449,366,0|76,791,55|||
|end of the report||||36,983.||
||000.00|24.55|0.17|||
|period||||14||

Last period
In RMB
|||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|
||Last period|||||||||||
|||Other||||||||||
|||equity instrument||||||||||
||||||||Other||||Total|
|Item|Share||Perpetu||Capital|Less:|comprehe|Reasonab|Surplus|Retaine||
|||||||Inventory|||||owners‘|
||capital||al||reserve||nsive|le reserve|reserve|d profit||
|||Preferre|capital|Other||shares|income||||equity|
|||d stock||||||||||
||||securiti|||||||||
||||es|||||||||
|||||||||||-1,210,9||
||706,320,||||449,365,8||||76,791,55||21,478,53|
|I. Balance at the||||||||||||
|||||||||||98,899.||
|end of the last year|000.00||||86.69||||0.17||7.43|
|||||||||||43||
|Add: Changes||||||||||||
|of accounting||||||||||||
|policy||||||||||||
|Error||||||||||||
|correction of the||||||||||||
|last period||||||||||||

|||||||
|-|-|-|-|-|-|
|Other||||||
|||||-1,210,9||
|II. Balance at the|706,320,|449,365,8|76,791,55||21,478,53|
|beginning of this||||98,899.||
||000.00|86.69|0.17||7.43|
|year||||43||
|III. Increase/||||||
|||||884,837|884,837.0|
|Decrease in this||||||
|year (Decrease is||||.02|2|
|listed with ―-‖)||||||
|(i) Total||||884,837|884,837.0|
|comprehensive||||||
|||||.02|2|
|income||||||
|(ii) Owners‘||||||
|devoted and||||||
|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||||||
|(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||||||

|||||||
|-|-|-|-|-|-|
|(V) Reasonable||||||
|reserve||||||
|1. Withdrawal in||||||
|the report period||||||
|2. Usage in the||||||
|report period||||||
|(VI)Others||||||
|||||-1,210,1||
|IV. Balance at the|706,320,|449,365,8|76,791,55||22,363,37|
|end of the report||||14,062.||
||000.00|86.69|0.17||4.45|
|period||||41||

III. Company profile
1. Registration place, organizaiton forms and address of the HQ
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 theshareholder‘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 107500000 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 theshareholder‘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 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 inHK$, 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 theshareholder‘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 theCompany‘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 for29.49% 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, theCompany‘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 ofNanjiang· Huijing 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 teh Company dated 27 April 2015 for reporting
Totally 8 subjects are included in the consolidate financial statement, mainly including:
|||||
|-|-|-|-|
|Subsidiaries|Type|Level|Sharholding ratio(%)|
|Chengde Nanjiang Real Estate Development Co., Ltd.(Nanjiang Real Estate for short)|Wholly-ownedsubsidiary|2|100.00|
|Chengde Nanjiang Investment Co., Ltd. (NanjiangInvestment for short)|Wholly-ownedsubsidiary|2|100.00|
|Chengde Nanjiang Ecological Agriculture Co., Ltd.(Ecological Agriculture for short)|Wholly-ownedsub-subsidiary|3|100.00|
|Chengde Xingye Papermaking Making Co., Ltd. (XingyePapermaking Making for short)|Wholly-ownedsubsidiary|2|100.00|
|Nanjiang Asia Investment Co., Ltd. (Nanjiang Asia forshort)|Wholly-ownedsubsidiary|2|100.00|
|Chengde Morsh Technology Co., Ltd. (Morsh Technologyfor short)|Holdingsub-subsidiary|3|90.00|
|Chengde Huijing Property Service Co., Ltd. (HuijingProperty for short)|Wholly-ownedsub-subsidiary|3|100.00|
|Runhua Rural Water (Tianjin) International Trade Co., Ltd(Runhua RW for short)|Holdingsubsidiary|2|30.00|

(1) The Company has no 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
(2) The Company has no subsidiary, special purpose vehicle and operational entity with control lost by means of entrusted management or rent-out, which no longer inclued in consolidate scope in the Period
(3) Consolidate scope of the Company has no changed in the Peirod
IV. Basis of preparation of financial statements
1. Preparation basis
Based on continuing operation, 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 in 12 months since end of the reporting period
V. Major accounting policy and accounting estimation
Notice of specifi accounting policy and estimation:
The Company and its subsidiaries are mainly engaged in real estate development, international trading, agriculture, breeding and planting etc. recognition of revenue found more in 26. Revenue carried in this Section.
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 obtaiend from selling the constructed development products is the operating cycle of the Company. The cycle is 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
(1) Individual financial statements
Where the consideration for the combination is the cash paid, the non-cash assets transferred and the liabilities assumed and equity securities issued, it shall, on the combining day, treat the share of the carrying amount of owner's equity of the combined party as the initial cost of long-term equity investment. Difference between the initial cost of the long-term equity investment and the consideration paid for the combination is adjusted to capital reserve. If the capital reserve is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings. In case there is existence of contingent consideration which needs to confirm projected liabilities or assets, then the difference between the projected liabilities or assets and settlement amount for consequent contingent consideration is utilized to adjust capital reserve (capital premium or equity premium); in case of insufficient capital reserve, adjust retained earnings.
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 ofowners‘ 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.
Any cost directly attributable to the combination should, including the expenses for audit, assessment and legal services, be recognized in profit or loss for the current period; Transaction fee directly related to issuance of equity instruments as combination consideration shall be used to offset capital reserve; in case of insufficient capital reserve to offset, then to offset earning reserve and undistributed profit. Transaction fee directly related to issuance of debt instruments as combination consideration is accounted for as initial recognition amount of the instrument.
Where there is consolidated financial statements of the combined party, the initial cost of the long-term equity investment shall be determined on the basis of owner's equity of the combined party in its consolidated financial statements on the combining day.
(2) Consolidated financial statements
Assets and liabilities obtained by the absorbing party are measured at their carrying amounts(owners equity in financial statement of the ultimate controller) on the combining day.
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, and the relevant gains and losses, other comprehensive income and other change ofowners‘ equity recognized in respect for the long term equity investment held by the acquirer prior to combination during the period from the date of acquisition and the date on which acquirer and acquire are under common control (whichever is later) to combination date shall be used to offset beginning retained earnings or current profit or loss of the comparative statements.
Where the accounting policy adopted by the combined party is different from that adopted by the Company, the Company shall, according to accounting policy it adopts, adjust the relevant items in the financial statements of the combined party, and shall, pursuant to the accounting standards for enterprises, recognize them on the basis of such adjustment.
3.Business combination not under the same control
As for the business combination not under the same control, combination costs shall be the fair value of assets paid, liabilities occurred or assumed and equity securities issued by the acquirer for the purpose of acquiring the control over the acquiree on the purchase date. In combination agreement, as for the contract made for the influence that probably impact the combination costs, if the future event propably impact on the combination cost on purchasing date, which can be measured reliably, than reckoned into combination cost.
The intermediate expenses occurred for business combination such as audit, legal service and appraisal consultation expenses and other related management expenses shall be recorded in current gains and losses when occurred; the trading expenses for such equity securities or debt securities issued by acquirer as combination consideration shall be recorded in initial recognition amount of the equity securities or debt securities.
Goodwill is realized by the Company as for the difference between the combination cost and the fair value of the recognizable net assets of the acquiree acquired by acquirer in such business combination. In case that the above cost is less than the above fair value even with re-review, then the difference shall be recorded in current gains
and losses.
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; while related accounting treatment shall be conducted based on individual financial statement and combined financial statement:
(1)In separate financial statement, 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.
(2)in combined financial statement, the equity investment held in the acquiree prior to the acquisition date shall be re-measured under its fair value as at the acquisition date; difference between the fair value and its book value shall be recorded in current investment income. If the equity investment held in the acquiree prior to the acquisition date involves other comprehensive income, such comprehensive income related to this investment shall be transferred to current investment income as of the acquisition date.
6. Methods for preparation of consolidated financial statements
The consolidation scope of the consolidated financial statements of the Company is fixed on the basis of control, and all subsidiaries have been consolidated.
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.
Based on the financial statements of the Company and its subsidiaries, the Company prepares the consolidated financial statements by reference to other related information after adjustment in its long-term equity investments to subsidiaries by equity method.
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. Concerning the balance between the current losses shared by minority shareholders of subsidiaries exceeding the proportion shared by those shareholders in beginningowners‘ equity of those subsidiaries, the balance shall be used to offset minority equity.
During the report period, beginning amounts in consolidated balance sheet shall be subject to adjustment if business combination under the same control results in additional subsidiaries; income, expense and profit of such subsidiaries occurred during the whole consolidation period shall be accounted into consolidated profit statement; and the cash flow of subsidiaries occurred during the whole consolidation period shall be accounted into consolidated cash flow statement.
During the report period, beginning amounts in consolidated balance sheet is not subject to adjustment if business combination not under the same control results in additional subsidiaries; income, expense and profit of such subsidiaries occurred during the period commencing from purchase day to the end of reporting year shall be accounted into consolidated profit statement; and the cash flow of such subsidiaries occurred during the period commencing from purchase day to the end of reporting year shall be accounted into consolidated cash flow statement.
During the report period, if the Company disposes subsidiaries, then the income, expense and profit of the subsidiaries occurred during the period commencing from period-begin to the disposal day shall be written into consolidated profit statement; and cash flow arising during such period of such subsidiaries shall be written into consolidated cash flow statement.
In case that a company losses control over the original subsidiary due to disposal of certain equity investment or other reasons, then in combined financial statement, the remaining equities shall be re-measured based on its fair value as at the date when the control is lost. The sum between the consideration received from equity disposal and fair value of the remaining equity less the net assets of the original subsidiary entitled by the company calculated under the previous shareholding proportion on a continuing basis since the acquisition date shall be recorded in investment income of the period when the control is lost. Other comprehensive income related to equity investment in original subsidiary shall be transferred to current investment income when the control is lost. (VI)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 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 convertion 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.
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 or capital reserve.
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 items, excluding―undistributedprofit‖, 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, tanslated 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, foreign currency financial statement 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, combin 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;
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 receivablecreditor‘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
T 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 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 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 inowners‘ 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 inowners‘ equity directly (applicable when financial assets involved in transfer belong to financial assets available for sale).
Financial assets are still subject to recognition if transfer of such assetsdoesn‘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; in case that there are no such active market for financial assets and financial liabilities, the fair value shall be determined by evaluation technology (including by reference to the price adopted by the willing parties who are familiar with the situation in their latest market transaction, by reference to the prevailing fair value of other financial instruments which are the same in substance, cash flow discount method and option pricing pattern); as for the financial assets initially acquired or financial liabilities assumed, their fair value are determined based on the market transaction prices.
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 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 theborrower‘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; Asignificant 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 than50% (including50%) or the low state has lasted for no less than 1 year. While the lower proportion is between20% and50%, 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 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: amount with one million|
|amount|above|
||Conducted impairment testing separately, balance between the|
||present value of future cash flow and its carrying value, bad debt|
|Withdrawal method for bad debt provision of account receivable||
||provision withdrawal and reckoned into current gains/losses. For|
|with single significant amount:||
||those without impairment being found after test, collected into|
||relevant combination for accrual.|

(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|

In combination, accounts whose bad debts provision was accrued by age analysis:
√ Applicable□ Not-applicable
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.
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 amotized on one-off amortization method
6. Relocation housing refers to the house for turnover purpose to arrange for relocataion of residents, and amortized evenly in 50 years.
7. Calcuation method of the lands for development purpose
As for the pure land development project, the costs constitutes costs of the land development; the project develop 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 can not 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 criterial of asses held for sale
TheCompany‘s component(or non-current asset) will recogniz 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. 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. Inititial 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.
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 theGroup‘s share of the fair value of
theinvestee‘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 theGroup‘s share of the fair value of theinvestee‘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 inowners‘ 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 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 theinvestee‘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
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:
(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. Criterial 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 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 (year)|Predicted rate of net salvage value|
|Land Use Right|50|0%-10%|
|House and buildings|20-28|0%-10%|

 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.
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 theasset‘ 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|
||||5.00|3.39%-4.75%|
|Houses and buildings|Straight-line depreciation|20-28|||
||||5.00|19.00%-23.75%|
|Machinery equipment|Straight-line depreciation|4-5|||
|Transportation|||||
||||5.00|4.75%-19.00%|
||Straight-line depreciation|5-20|||
|equipment|||||
||||5.00|19.00-31.67%|
|Other equipment|Straight-line depreciation|3-5|||

 (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 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 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.
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.
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|
|Eggs|1|5%|

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.
1. 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 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.
2. 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|
|Patent right, trademark right, non-patents andoutsourcing software|5-year|
|Land use right|50-year|

At end of report term, 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 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 internalR&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 inR&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 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
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.
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.
(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.
(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, which is included in current gains and losses during the period when it occurs.
(4) Accounting treatment of other long term staff benefits
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 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
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 totalowners‘ 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 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, 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 recognises 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
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 asstes concerned
1. Type
Governments grants of the Company refer to the monetary and non-monetary assets obtained from government for free, but not including the capital input by the government as a owner of the enterprise. And government grants are divided into those related to assets and others related to revenues in line with the assistance object regulated in relevant government documents.
2. Recognition of government subsidies
At end of the period, if there are evidence show that the Company qualified relevant condition of fiscal supporting polices and such supporting funds are predicted to obtained, than recognized the amount receivable as government subsidy. After that, government subsidy shall recognized while actually received.
Government subsidies in the form of monetary assets are stated at the amount received or receivable. Government subsidies in the form of non-monetary assets are measured at fair value; if fair value cannot be obtained, a nominal amount (RMB1) is used. Government subsidies measured at nominal amount is recognized immediately in profit or loss for the current period.
3. Accounting treatment
Government grants in relation to assets shall be recognized as deferred income, and are recorded in non-operating income according to service life of such constructed or purchased assets by installments.
(2) Criterion and accounting treatment on government grants with revenue concerned
Government grants in relation to revenues, shall be recognized as deferred income upon acquisition and recorded in current non-operating income during the periods in which relevant expenses are recognized when such grants are for the purposes of compensating relevant expenses or losses of an enterprise in future periods; and shall be directly credited to current non-operating income upon acquisition when such grants are for the purposes of compensating occurred relevant expenses or losses of an enterprise.
When there is reversal of the government grants recognized, if the relevant deferred income exists, such deferred income is offset against the balance of the carrying value with the excess dealt with in the profit or loss for the period. If the relevant deferred income does not exist, it will be directly dealt with in the profit or loss for the period.
28. Deferred income tax assets and deferred income tax liabilities
1. Recognition basis for the deferred income tax assets
The deferred income tax assets arising from deductible temporary difference shall be recognized to the amount of taxable income which it is most likely to obtain and which can be deducted from the deductible temporary difference.
2. Recognition basis for the deferred income tax liabilities
The Company shall recognize the accrued taxable temporary differences of the current period and prior periods as a deferred income tax liability. Excluding the temporary difference arising from the transaction by goodwill and through non-business combination which, at the time of transaction, the accounting profits will not be affected, nor will be taxable amount is affected.
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.
Normally in separate financial statement, current income tax assets and liabilities and deferred income tax assets and liabilities are stated at the net amount after offset. In consolidated financial statement, current income tax assets or deferred income tax assets of parties included in consolidation scope will not be offset with current income tax liabilities or deferred income tax liabilities of other parties, unless the companies involved has legal right for settlement on a net basis and intend to make settlement in such way.
29. Lease
(1) Accounting treatment of operation lease
In terms of the tenancy, if all the risks and remuneration of the ownership of the assets lease are transfer substantially to the lessee, the lease will consider as finaning lease other than operation lease.
1. Accounting treatment of operating 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 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. Other significant accounting policies and accounting estimates
Other comprehensive income reflects the net amount of various gains and losses unrecognized in profit or loss as required by Business Accounting Standards less income tax effects. Total comprehensive income reflects the aggregate of net profit and other comprehensive income of the Company.
31. Changes of main accounting policy and estimate
(1) Changes of accounting policies
√ Applicable□ Not-applicable
||||
|-|-|-|
|Content and reasons of accounting policy|||
||Approval procedures|Notes|
|changed|||

(1) The Company executed the "Accounting Standards for Business Enterprises No. 9 - EmployeeRemuneration‖ revised or newly formulated by Ministry of Finance in 2014 and other seven specific accounting standars since 1 July 2014. The above mentioned changed of the accounting policy show no impact on financial status and operation results of the Company.
(2) Changes of presentation of the financial statement shows no major impact on consolidate financial statement of the Company
(2) Changes in accounting estimates
□ Applicable√ Not-applicable
32. Other
VI. Taxes
1. Main tax category and tax rate:
||||
|-|-|-|
|Taxes|Basis|Rate|
||Balance of the output tax less the input tax||
|VAT|which is allow to deducted in current|13%, 17%|
||period||
||Money of hosue received in advance and||
|Business tax||5%|
||taxable income||
|Urban maintenance and construction tax|Turnover tax payable|5%|
|Enterprise income tax|Taxable income|25%|
|Land appreciation tax|Appreciation value or pre-requisitioned|Progressive rates|
|Educational surtax|Turnover tax payable|3%|
|Local educational surtax|Turnover tax payable|2%|
|Property tax|Rental income or original value of the|12% or 1.2%|

||
|-|
|property|

As for the taxpaying body with different tax rate for enterprise income tax, disclosed explanations:
|||
|-|-|
|Taxpaying body|Rate for income tax|

2. Tax preference
3. Other
VII. Notes to the main items of consolidate financial statements
1. Monetary funds
||||
|-|-|-|
|Item|Ending balance|Opening balance|
|Cash|33,252.06|19,146.58|
|Bank deposit|35,549,107.84|77,962,341.48|
|Other monetary funds|1,416,185.27|11,445,403.16|
|Total|36,998,545.17|89,426,891.22|

 Other explanation
Up to 31st December 2014, the Company has no account pledge, frozen or has potential collection risks
Monetary fund with restrictions:
|||
|-|-|
|Item|Ending balance|
|Margin of housing mortgage|1,416,185.27|
|Margin of note receivable|---|
|Total|1,416,185.27|

Closing balance of monetary fund decreased 52,428,346.05 Yuan over that of period-begin with58.63% declined, mainly because money paid for goods by Runhua RW increased in the Peirod
2. Accounts receivable
(1) Accounts receivable by type
||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|
||Ending balance|||||Opening balance|||||
||||Provision for bad||||||||
||Book balance|||||Book balance||Provision for bad debts|||
|Type|||debts||Book||||||
|||||||||||Book value|
|||Proportio|||||Proportio||||
|||||Provision|value||||Provision||
||Amount||Amount|||Amount||Amount|||
|||n||ratio|||n||ratio||
|Accounts receivable|2,876,72|100.00%|154,051.|5.36%|2,722,676|123,348|100.00%|6,167.40|5.00%|117,180.60|

||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|
|accrued for provision|7.75||09||.66|.00|||||
|of bad debt by|||||||||||
|portfolio|||||||||||
||2,876,72||154,051.|5.36%|2,722,676.66|123,348||||117,180.60|
|Total||100.00%|||||100.00%|6,167.40|5.00%||
||7.75||09|||.00|||||

Accounts receivable with large single amount and accrued for provision of bad debt on a single basis at period-end:
□ Applicable√ Not-applicable
Accounts receivable accrued for provision of bad debt by aging analysis method in portfolio:
√ Applicable□ Not-applicable
|||||
|-|-|-|-|
||Ending balance|||
|Aging||||
||Accounts receivable|Provision for bad debts|Provision ratio|
|Within 1 year||||
|Subtotal within one year|2,808,629.75|140,431.49|5.00%|
|1-2 years|68,098.00|13,619.60|20.00%|
|Total|2,876,727.75|154,051.09|5.36%|

 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:
(2) Provision for bad debts accrued, regain or switch back in the Period
In the Period, 147,883.69 Yuan accrued for provision of bad debts; no 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:
||||
|-|-|-|
|Unit|Amount regain or switch back|Way of regain|

(3) Top five account receivables collected by arrears party at ending balance
||||
|-|-|-|
|Unit|Ending balance|Ratio in accountreceivable at period-end(%)|
|Beijing Xiangeqing Industry & Trade Co.,Ltd.|2,053,647.40|71.39|
|Beijing Bo Lu Jing Hua Technology Co.,Ltd.|750,750.00|26.10|
|Electricity Authority of Chengde County|59,719.35|2.08|
|Greatwall Group of Chengde County|12,611.00|0.44|

||||
|-|-|-|
|Total|2,876,727.75|100.00|

 3. Prepayments
(1) Aging analysis of repayment
||||||
|-|-|-|-|-|
||Ending balance||Opening balance||
|Aging|||||
||Amount|Proportion|Amount|Proportion|
|Within 1 year|7,748,545.39|99.59|28,529,944.69|84.32%|
|1-2 years||---|3,400.00|0.01%|
|2-3 years|3,400.00|0.04|5,302,965.53|15.67%|
|Over 3 years|28,200.00|0.36|||
|Total|7,780,145.39|100.00|33,836,310.22|--|

Reasons for significant repayment with over one year age without settle:
||||
|-|-|-|
|Unit|Ending balance|Aging|
|Chengde Real Estate GuarantyCompany|31,600.00|Over 2 years|
|Total|31,600.00|---|

(2) Top five prepayment collected by objects at ending balance
|||||
|-|-|-|-|
|Unit|Ending amount|Ratio inprepayment(%)|Time of repayment|
|Tianjin Development Zone JingangWeiye International Trading Co., Ltd.|5,490,100.00|70.57|Within 1 year|
|Chengde County XingchengConstruction and InstallationEngineering Ltd.|759,994.98|9.77|Within 1 year|
|Chengde Yongwang ConstructionEngineering Co., Ltd.|520,000.00|6.68|Within 1 year|
|ASK Synthetic ChemistryInternational Trading 9Shanghai) Co.,Ltd.|508,750.00|6.54|Within 1 year|
|Beijing Jinghuan Kehua CommerceCo., Ltd.|270,616.50|3.48|Within 1 year|
|Total|7,549,461.48|96.14|---|

Other explanation:
Balance of prepayment at period-end decreased 20,854,799.30 Yuan over that of period-begin with62.23% declined, mainly due to the settlement of engineering account.
4. Other account receivables
(1) Other account receivables by type:
||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|
||Ending balance|||||Opening balance|||||
||||Provision for bad||||||||
||Book balance|||||Book balance||Provision for bad debts|||
|Type|||debts||Book||||||
|||||||||||Book value|
|||Proportio|||||Proportio||||
|||||Provisionratio|value||||Provision||
||Amount||Amount|||Amount||Amount|||
|||n|||||n||ratio||
|Other receivables|||||||||||
|with large single|||||||||||
||2,709,27||2,709,27|||1,209,2||1,209,273|||
|amount and accrued||17.08%||100.00%|||14.42%||100.00%||
||3.00||3.00|||73.00||.00|||
|for provision of bad|||||||||||
|debt on a single basis|||||||||||
|Other receivables|||||||||||
|accrued for provision|11,220,3||212,101.||11,008,29|5,318,0||341,921.8||4,976,108.6|
|||70.76%||1.89%|||63.42%||6.43%||
|of bad debt by|93.72||28||2.44|30.55||8||7|
|portfolio|||||||||||
|Other receivables|||||||||||
|with minor single|||||||||||
||1,927,95||1,927,95|||1,857,9||1,857,951|||
|amount but accrued||12.16%||100.00%|||22.16%||100.00%||
||7.70||7.70|||51.91||.91|||
|for provision of bad|||||||||||
|debt on a single basis|||||||||||
||15,857,6||4,849,33||11,008,292.44|8,385,2||3,409,146||4,976,108.67|
|Total||100.00%||30.58%|||100.00%||100.00%||
||24.42||1.98|||55.46||.79|||

 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|Ending balance||||
|receivables(by unit)|Other account receivable|Provision for bad debts|Provision ratio|Reason for provision|
|Claims obtained from|||||
||1,209,273.00|1,209,273.00|100.00%|预计无法收回|
|auction|||||
|Non-Taxable Revenue|||||
|Authority of Chengde|1,500,000.00|1,500,000.00|100.00%|预计无法收回|
|County|||||

||||||
|-|-|-|-|-|
|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
|||||
|-|-|-|-|
||Ending balance|||
|Aging||||
||Other account receivable|Provision for bad debts|Provision ratio|
|Within 1 year||||
|Subtotal within one year|1,621,521.44|81,074.57|5.00%|
|1-2 years|287,885.00|57,577.00|20.00%|
|2-3 years|138,911.00|69,449.71|50.00%|
|Over 3 years|4,000.00|4,000.00|100.00%|
|Total|2,052,317.44|212,101.28|10.33%|

 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
(2) Provision for bad debts accrued, regain or switch back in the Period
There is 1,599,447.27 Yuan provision for bad debts accrued in the Period; and 159,262.08 Yuan regains or switch back in the Period. Including the followed significant amount:
||||
|-|-|-|
|Unit|Regains or switch back|Way of regain|

(3) Other account receivables category by nature of money
||||
|-|-|-|
|Nature of money|||
||Ending book balance|Beginning book balance|
|Intercourse funds||699,000.00|
|Margin|4,753,400.00||
|Petty cash|4,091,754.69|2,231,143.95|
|Debt auction|1,209,273.00|1,209,273.00|
|Land acquisition account|3,678,200.00||
|Tariff ready for offset|430,723.08|1,057,291.48|
|Other|1,694,273.65|3,188,547.03|

||||
|-|-|-|
|Total|15,857,624.42|8,385,255.46|

 (4) Top five other account receivables collected by arrears party at ending balance
|||||||
|-|-|-|-|-|-|
|||||Proportion in total|Ending balance of|
|Unit|Nature of money|Ending balance|Aging|||
|||||other receivables|bad debt provision|
|Land Reserve Center|Final payment for|||||
|||3,678,200.00|Within one year|23.20%|0.00|
|of Chengde County|land acquisition|||||
|County housing and||||||
|Urban&Rural|Margin|3,203,400.00|Within one year|20.20%|0.00|
|Planning bureau||||||
|Non-Taxable||||||
||Margin for land|||||
|Revenue Authority||1,500,000.00|Within one year|9.46%|1,500,000.00|
||bidding|||||
|of Chengde County||||||
|Debt auction|Debt auction|1,209,273.00|Over 3 years|7.63%|0.00|
|Ma Haipeng|Loan for staff|700,000.00|Within one year|4.41%|0.00|
|Total|--|10,290,873.00|--|64.90%|1,500,000.00|

 5. Inventories
(1) Classification of inventories
||||||||
|-|-|-|-|-|-|-|
||Ending balance|||Opening balance|||
|Item||Depreciation|||Depreciation||
||Book balance||Book value|Book balance||Book value|
|||reserve|||reserve||
|Raw materials|906,724.95||906,724.95|836,393.84||836,393.84|
|Goods in process|565,568.78||565,568.78|1,118,939.06||1,118,939.06|
|Stock products|16,200,791.75|161,182.20|16,039,609.55|15,270,790.02||15,270,790.02|
|Revolving|||||||
||18,498.40||18,498.40|18,498.40||18,498.40|
|materials|||||||
|Consumptive|||||||
||2,827,887.88|669,082.19|2,158,805.69|2,113,905.42||2,113,905.42|
|biological assets|||||||
|Assets completed|||||||
|without|||||||
|settlement from|490,087,338.82||490,087,338.82|163,568,661.40||163,568,661.40|
|construction|||||||
|contract|||||||

|||||||
|-|-|-|-|-|-|
|Development||||||
||5,936,739.90||5,936,739.90|7,642,776.18|7,642,776.18|
|products||||||
|Total|516,543,550.48|830,264.39|515,713,286.09|190,569,964.32|190,569,964.32|

 (2) Inventory depreciation reserve
||||||||
|-|-|-|-|-|-|-|
|||Increased in 2014||Decreased in 2014|||
|Item|Opening balance|||Reversing or||Ending balance|
|||Accrual|Other||Other||
|||||write-off|||
|Stock products||161,182.20||||161,182.20|
|Consumptive||||||669,082.19|
|||669,082.19|||||
|biological assets|||||||
|Total||830,264.39||||830,264.39|

 (3) Assets completed without settlement from construction contract at period-end
|||
|-|-|
|Item|Amount|
|Accumulated cost occurred|490,087,338.82|
|Assets completed without settlement from construction contract|490,087,338.82|

 Other explanation:
6. Other current assets
||||
|-|-|-|
|Item|Ending balance|Opening balance|
|Taxes paid in advance|24,131,851.80|4,478,158.24|
|Total|24,131,851.80|4,478,158.24|

 Other explanation:
Balance at period-end incrased 19,653,693.56 Yuan over that of period-begin with438.88% up, mainly because account received in advance for house of Huijing Tiandi project in Period increased, thus taxes paid in advance incrased
7. Long-term equity investment
|||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|
|||Changes in 2014|||||||||Impairme|
||||||||||||nt|
|Invested|Opening|Additiona||Investme|Adjustme|Other|Cash|Provision||Ending||
||||Capital||||||||provision|
|company|balance|l||nt|nt of|equity|dividend|for|Other|balance||
||||reduction||||||||at ending|
|||investmen||gains/loss|other|changes|or profit|impairme||||
||||||||||||balance|

|||||||||
|-|-|-|-|-|-|-|-|
|||t|es|comprehe|declare to|nt losses||
||||recognize|nsive|issue|||
||||d by|income||||
||||equity|||||
||||method|||||
|I. Joint venture||||||||
|II. Associated enterprise||||||||
|Runhua||||||||
|RW||||||||
|(Tianjin)||||||||
|Water-sav|2,185,406||||||2,229,410|
||||44,004.49|||||
|ing|.04||||||.53|
|Technolo||||||||
|gy Co.,||||||||
|Ltd.||||||||
|Wuchan||||||||
|Minfeng||||||||
|(Tianjin)|4,441,499||||||4,455,549|
||||14,050.48|||||
|Chemical|.45||||||.93|
|Trade||||||||
|Co., Ltd.||||||||
||6,626,905||||||6,684,960|
|Subtotal|||58,054.97|||||
||.49||||||.46|
||6,626,905||||||6,684,960|
|Total|||58,054.97|||||
||.49||||||.46|

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 of47.619%. The Company invested RMB 2 million with ratio of31.746% in registered capital; Langfang Chunyuan Minor Watering Engineer Co., Ltd invested RMB one million with ratio of15.873% and Zhang Heping invested RMB 300,000 with ratio of4.7619% in registered capital.
(2) Wuchan Minfeng (Tianjin) Chemical Trade Co., Ltd had risen up the register capital of shareholders on 21st Dec. 2012, totaling RMB 9 million included, Shanxi Wuchan Minfeng Chemistry Co., Ltd invested RMB 4.59 million with ratio of51%. The Company invested RMB 4.41 million with ratio of49% in registered capital. 8. Fixed assets
(1) fixed assets
||||||||
|-|-|-|-|-|-|-|
|Item|Houses and|Machinery|Electronic|Transportation|Other|Total|

||||||||
|-|-|-|-|-|-|-|
||buildings|equipment|Equipments|equipment|||
|I. Original book value|||||||
|1.Opening balance|8,095,437.08|1,208,815.43||3,836,318.14|716,058.25|13,856,628.90|
|2. Increased in 2014||37,600.00|||24,297.00|61,897.00|
|(1) Purchase||37,600.00|||24,297.00|61,897.00|
|(2) Transferred from|||||||
|construction in progcess|||||||
|(3) Increased by|||||||
|enterprise combination|||||||
|3. Decreased in 2014|||||||
|(1) Disposal or scrap|||||||
|4.Ending balance|8,095,437.08|1,246,415.43||3,836,318.14|740,355.25|13,918,525.90|
|II. Accumulated|||||||
|depreciation|||||||
|1.Opening balance|1,230,506.40|52,877.32||1,073,148.07|203,743.50|2,560,275.29|
|2.Increased in 2014|307,626.60|122,965.04||498,060.25|134,916.82|1,063,568.71|
|(1) Accrual|307,626.60|122,965.04||498,060.25|134,916.82|1,063,568.71|
|3.Decreased in 2014|||||||
|(1) Disposal or scrap|||||||
|4.Ending balance|1,538,133.00|175,842.36||1,571,208.32|338,660.32|3,623,844.00|
|III. Depreciation reserves|||||||
|1.Opening balance|||||||
|2.Increased in 2014|||||||
|(1) Accrual|||||||
|3.Decreased in 2014|||||||
|(1) Disposal or scrap|||||||
|4.Ending balance|||||||
|IV. Book value|||||||
|1. Ending book value|6,557,304.08|1,070,573.07||2,265,109.82|401,694.93|10,294,681.90|

|||||||
|-|-|-|-|-|-|
|2. Opening book value|6,864,930.68|1,155,938.11|2,763,170.07|512,314.75|11,296,353.61|

 (2) Fixed assets leasing-out by operational lease
|||
|-|-|
|Item|Closing book value|
|Houses and buildings|1,180,813.95|

 (3) Fixed assets without property certificates
||||
|-|-|-|
|Item|Book value|Reasons for un-completed certificate|

 Other explaination
9. Productive biological assets
(1) Measured by cost
√ Applicable□ Not-applicable
||||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|-|
|||Increased in 2014|||||||Decreased in 2014||||
||Opening||||||||||||
|Item||Outsourci|Self-culti|||||||||Ending balance|
||balance||||Other||Total||Disposition|Other|Total||
|||ng|vation||||||||||
|I. Total original|||1,861,932||||1,861,932||||635,159.6||
||559,848.62||||||||635,159.63|||1,786,621.96|
|book value|||.97||||.97||||3||
||||1,861,932||||1,861,932||||635,159.6||
|Livestock|559,848.62||||||||635,159.63|||1,786,621.96|
||||.97||||.97||||3||
||Opening|Increased in 2014|||||||Decreased in 2014||||
|--||||||||||||Ending balance|
||balance|Accrual||Other||Total|||Disposition|Other|Total||
|II. Total|||||||||||||
|||||||1,464,631.3|||||620,395.3||
|accumulated|301,658.28|1,464,631.31|||||||620,395.34|||1,145,894.25|
|||||||1|||||4||
|depreciation|||||||||||||
|||||||1,464,631.3|||||620,395.3||
|Livestock|301,658.28|1,464,631.31|||||||620,395.34|||1,145,894.25|
|||||||1|||||4||
|--|Book balance at period-begin|||||||Book balance at period-end|||||
|IV. Total book|258,190.34|||||||640,727.71|||||
|value|||||||||||||
|Livestock|258,190.34|||||||640,727.71|||||

 (2) Measured by fair value
□ Applicable√ Not-applicable
10. Intangible assets
(1) Intangible assets
|||||||
|-|-|-|-|-|-|
||||Non-patent|||
|Item|Land use right|Patent right||Others|Total|
||||technology|||
|I. Original book value|31,622,187.84|||||
|1.Opening balance|31,622,187.84|||228,000.00|31,850,187.84|
|2.Increased in 2014||||||
|(1) Purchase||||||
|(2) Internal R&D||||||
|(3) Increased by||||||
|enterprise combination||||||
|3.Decreased in 2014|18,383,609.80||||18,383,609.80|
|(1) Disposal|18,383,609.80||||18,383,609.80|
|4.Ending balance|13,238,578.04|||228,000.00|13,466,578.04|
|II. Accumulated amortization||||||
|1.Opening balance|2,985,534.43|||143,000.00|3,128,534.43|
|2.Increased in 2014|532,452.57|||45,600.00|578,052.57|
|(1) Accrual|532,452.57|||45,600.00|578,052.57|
|3.Decreased in 2014|2,142,521.93||||2,142,521.93|
|(1) Disposal|2,142,521.93||||2,142,521.93|
|4.Ending balance|1,375,465.07|||188,600.00|1,564,065.07|
|III. Depreciation reserve||||||
|1.Opening balance||||||
|2.Increased in 2014||||||
|(1) Accrual||||||
|3.Decreased in 2014||||||
|(1) Disposal||||||

|||||
|-|-|-|-|
|4.Ending balance||||
|IV. Booking value||||
|1. Ending book value|11,863,112.97|39,400.00|11,902,512.97|
|2. Beginning book value|28,636,653.41|85,000.00|28,721,653.41|

 Intangible assets formulated no by means of internalR&D in balance of total intangible assets at period-end was0.00%
11. Goodwill
(1) Original book value of goodwill
||||||||
|-|-|-|-|-|-|-|
|||Increased in 2014||Decreased in 2014|||
|Name of invested|||||||
|||Formulated by|||||
|company or items|Opening balance|||||Ending balance|
|||enterprise|Other|Disposition|Other||
|formed goodwill|||||||
|||combination|||||
|Runhua RW|1,809,762.89|||||1,809,762.89|
|Total|1,809,762.89|||||1,809,762.89|

 (2) Impairment loss of goodwill
||||||||
|-|-|-|-|-|-|-|
|Name of invested||Increased in 2014||Decreased in 2014|||
|company or items|Opening balance|||||Ending balance|
|||Accrual|Other|Disposition|Other||
|formed goodwill|||||||
|Runhua RW||1,809,762.89||||1,809,762.89|
|Total||1,809,762.89||||1,809,762.89|

 Process of impairment testing, parameter and recogniztion method for impairment losses
Runhua RW has deficit in 2014, and did not completed the performance committment; goodwill has impairement, thus impariemnt reseves have accrual in total in the Peirod
Other explaination
12. Long-term unamortized expenses
|||||||
|-|-|-|-|-|-|
|Item|Opening balance|Increased in 2014|Amortized in 2014|Other decrease|Ending balance|
|Office remodeling||||||
||258,988.44|267,725.44|138,644.68||388,069.20|
|costs||||||
|Repairing charges of|7,552,584.08|2,789,572.72|2,142,198.84||8,199,957.96|

||||||
|-|-|-|-|-|
|aquaculture|||||
|workshop|||||
|Total|7,811,572.52|3,057,298.16|2,280,843.52|8,588,027.16|

 Other explaination
13. Deferred income tax assets and deferred income tax liabilities
(1) Deferred income tax assets un-offset
||||||
|-|-|-|-|-|
||Ending balance||Opening balance||
|Item|Deductible temporary|Deferred income tax|Deductible temporary|Deferred income tax|
||difference|assets|difference|assets|
|Preparations of assets|||||
||3,336,892.76|834,223.19|3,336,892.76|834,223.19|
|depreciation|||||
|Total|3,336,892.76|834,223.19|3,336,892.76|834,223.19|

 (2) Deferred income tax liabilities un-offset
||||||
|-|-|-|-|-|
||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
||||||
|-|-|-|-|-|
|||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||834,223.19||834,223.19|
|assets|||||

(4) details of unrecognized deferred income tax assets
||||
|-|-|-|
|Item|Ending balance|Opening balance|
|Deductible temporary differences|1,588,068.88|78,421.43|
|Deductible losses|105,931,221.32|579,739,156.38|
|Total|107,519,290.20|579,817,577.81|

(5) deductible losses of un-recognized deferred income tax assets expired on the followed year
|||||
|-|-|-|-|
|Year|Ending amount|Opening amount|Note|
|2014||555,088,167.94||
|2015|1,707,747.80|1,707,747.80||
|2016||||
|2017|22,943,240.64|22,943,240.64||
|2018||||
|2019|81,280,232.88|||
|Total|105,931,221.32|579,739,156.38|--|

Other explanation:
14. Other non-current assets
In RMB
||||
|-|-|-|
|Items|Ending amount|Opening amount|
|Account paid in advance for hosue|||
||5,201,365.53||
|purchase|||
|Total|5,201,365.53||

Other explanation:
Refers to the account paid in advance for hosue purchase from subsidairy Runhua RW
15. Notes payable
||||
|-|-|-|
|Type|Ending balance|Opening balance|
|Bank acceptance||26,000,000.00|
|Total||26,000,000.00|

 Notes expired at year-end without paid was 0.00 Yuan
16. Account payable
(1) Account payable
||||
|-|-|-|
|Item|Ending balance|Opening balance|
|Account payable for materials|318,150.00||
|Account payable for engineering|4,613,124.04|3,268,751.72|
|Account payable for goods|5,494,646.37|59,611.00|
|Other||332,268.44|
|Total|10,425,920.41|3,660,631.16|

 (2) Accounts payable with major amount and aging of over one year
||||
|-|-|-|
|Item|Ending balance|Reasons of un-paid or carry-over|
|Chengde County Xingcheng Construction|||
||345,551.54|Quality assurance for engineering|
|and Installation Engineering Co., Ltd.|||
|Chengde Yongwang Construction|||
||274,349.42|Quality assurance for engineering|
|Engineering Co., Ltd.|||
|Chengde Licheng Construction and|||
||294,129.43|Quality assurance for engineering|
|Installation Work Co., Ltd.|||
|Total|914,030.39|--|

Other explanation:
Balance of account payable at period-end incrased 6,765,289.25 Yuan over that of period-begin with184.81% up, mainly because the account payable for goods and engineering are before the settlement period
17. Account received in advance
(1) Account received in advance
||||
|-|-|-|
|Item|Ending balance|Opening balance|
|Within one year|290,954,152.81|53,821,113.16|
|1-2 years|||
|2-3 years|||
|Over 3 years|||
|Total|290,954,152.81|53,821,113.16|

 18.Wages payable
(1) Wages payable
||||||
|-|-|-|-|-|
|Item|Opening balance|Increased in 2014|Decreased in 2014|Ending balance|
|I. Short-term employee|||||
||98,229.60|9,227,173.20|9,198,702.24|6,224,187.16|
|benefits|||||
|II. Post-employment|||||
|benefits - defined|9,647.30|677,368.72|677,623.02|9,393.00|
|contribution plans|||||
|III. Dismission welfare|6,097,486.60|360,903.63|360,903.63||
|Total|6,205,363.50|10,265,445.55|10,237,228.89|6,233,580.16|

 (2) Short-term employee benefits
||||||
|-|-|-|-|-|
|Item|Opening balance|Increased in 2014|Decreased in 2014|Ending balance|
|1.Salary, bonus,|||||
||76,950.00|6,987,908.08|6,959,341.74|105,516.34|
|allowance and subsidy|||||
|2.Employee welfare||997,688.05|997,688.05||
|3.Social insurance|||||
||21,039.60|268,395.71|268,879.31|20,556.00|
|premium|||||
|Of which: including:|||||
|medical insurance|20,424.20|203,393.20|203,636.70|20,180.70|
|expenses|||||
|Work injury insurance|||||
||215.50|46,419.49|46,634.99||
|expenses|||||
|Maternity insurance|399.90|18,583.02|18,607.62|375.30|
|4.Housing provident|||||
|||280,229.00|280,229.00||
|funds|||||
|5.Labor union|||||
|expenditures and|||||
||240.00|692,952.36|692,564.14|628.22|
|employee education|||||
|expenses|||||
|8. Other short-term|||||
|employee benefits|||||
|Total|98,229.60|9,227,173.20|9,198,702.24|126,700.56|

 (3) Details of defined contribution plans
||||||
|-|-|-|-|-|
|Item|Opening balance|Increased in 2014|Decreased in 2014|Ending balance|

||||||
|-|-|-|-|-|
|1.Basic endowment|||||
||9,047.50|619,844.10|620,267.00|8,624.60|
|insurance expenses|||||
|2.Unemployment|||||
||599.80|57,524.62|57,356.02|768.40|
|insurance expenses|||||
|Total|9,647.30|677,368.72|677,623.02|9,393.00|

 Other explanation:
19. Tax payable
||||
|-|-|-|
|Item|Ending balance|Opening balance|
|VAT|1,923.47|132,688.59|
|Business tax|94,797.17|67,762.28|
|Enterprise income tax|3,953,440.14|12,078,983.62|
|Individual income tax|1,433.95|35,510.93|
|Urban maintenance and construction tax|6,027.43|19,182.58|
|Land use tax|2,993,193.91|2,753,192.71|
|Educational surtax|3,006.46|7,871.26|
|Local educational surtax|2,004.31|5,247.55|
|Stamp tax|68,843.33|34,936.86|
|Property tax|2,897,994.17|2,888,250.17|
|Embankment protection fees|508.33|3,278.03|
|Total|10,023,172.67|18,026,904.58|

 Other explanation:
Balance of tax payabel at period-end decreased 8,003,731.91 Yuan over that of period-begin with44.40% down, mainly because sales of Qianyuan Community decreased, thus enterpise income tax payable decreased correspondingly
20 .Other account payables
（1）Other account payables by nature
||||
|-|-|-|
|Item|Ending balance|Opening balance|
|Deposit and margin|13,859,648.05|32,922,407.15|
|Borrowings||1,319,199.72|

||||
|-|-|-|
|Agency fee|370,000.00|550,000.00|
|Intercourse funds|341,650.42|1,091,665.99|
|Withhold and remit tax|21,518.37|10,228.29|
|Other|32,011.33|151,482.55|
|Total|14,624,828.17|36,044,983.70|

 (2) Other payables with large amount and aging of over one year
||||
|-|-|-|
|Item|Ending balance|Reason for non-repayment or carryover|
|Wuchan Minfeng (Tianjin) Chemical Trade|||
||6,500,000.00|Margin for good|
|Co., Ltd.|||
|Chengde Chengjin Commerc & Trade Co.,|||
||800,000.00|Margin for good|
|Ltd.|||
|Chengde Yongwang Construction|||
||518,593.95|Quality assurance of engineering|
|Engineering Co., Ltd.|||
|Total|7,818,593.95|--|

Other explaination
21. Share capital
In RMB
|||||||||
|-|-|-|-|-|-|-|-|
|||Increased (decreased) in 2014||||||
||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:
22. Capital reserves
||||||
|-|-|-|-|-|
|Item|Opening balance|Increased in 2014|Decreased in 2014|Ending balance|
|Capital premium (share|||||
||390,597,031.55|137.86||390,597,169.41|
|premium)|||||
|Other capital reserves|65,873,219.23|||65,873,219.23|
|Total|456,470,250.78|137.86||456,470,388.64|

Other explaination, including changed in Period as well as reasons for changes:
23. Surplus reserves
||||||
|-|-|-|-|-|
|Item|Opening balance|Increased in 2014|Decreased in 2014|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:
24. Retained profits
||||
|-|-|-|
|Item|2014|2013|
|Retained profits at the end of last period beforeadjustment|||
||-1,029,880,318.18|-1,124,687,129.34|
|Retained profits at the beginning of the periodafter adjustment|-1,029,880,318.18||
|||-1,124,687,129.34|
|Add: The net profits belong to owners of patentcompany of this period|||
||80,280,395.81|94,806,811.16|
|Retained profits at the end of the period|-949,599,922.37|-1,029,880,318.18|

 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.
25. Operating income and operating cost
||||||
|-|-|-|-|-|
||2014||2013||
|Item|||||
||Income|Cost|Income|Cost|
|Main business|321,397,845.14|324,806,821.49|359,002,258.47|339,054,852.08|
|Other business|1,104,786.49|988,187.82|4,950,000.42|28,460.39|
|Total|322,502,631.63|325,795,009.31|363,952,258.89|339,083,312.47|

26 .Business tax and surcharges
||||
|-|-|-|
|Item|2014|2013|
|Business tax|549,375.17|2,202,625.14|
|Urban maintenance and construction tax|26,857.53|128,301.80|
|Educational surtax|16,226.65|71,528.75|
|Local educational surtax|11,817.73|33,002.90|
|Land VAT|3,959.57|677,398.08|
|Property tax||14,784.67|
|Other|139.38|7,474.48|
|Total|608,376.03|3,135,115.82|

 Other explanation:
Business tax and surcharge decreased 2,526,739.79 Yuan over that of last period with80.59% down, mainly because sale of Qianyuan Community decreased in the Period
27 .Sales expenses
||||
|-|-|-|
|Item|2014|2013|
|Printing costs|16,388.00|5,211.00|
|Repair charge|37,985.06|5,743.00|
|Storage fee|16,027.89|29,628.91|
|Salary|333,297.73|49,747.11|
|Advertising fees|141,992.00|85,850.00|
|Port charges|153,068.85|136,407.10|
|Production costs|127,191.00|196,800.00|
|Lump sum|569,080.62|583,744.05|
|Transport charge|2,098,042.30|2,159,063.23|
|Other|189,761.73|11,442.18|
|Dpreciation and amortization|437,332.06||
|Mateiral consumption|88,314.00||
|Packaging fee|90,748.83||
|Total|4,299,230.07|3,263,636.58|

Other explanation:
28. Administration expenses
||||
|-|-|-|
|Item|2014|2013|
|Salary|5,157,622.44|4,903,021.63|
|Agency fee|1,157,509.29|2,976,882.80|
|Other|2,049,390.76|2,634,789.35|
|Tenure tax|2,866,606.56|2,516,106.83|
|Business entertainment|1,673,528.24|1,929,370.81|
|Dpreciation and amortization|1,812,529.94|1,874,911.87|
|Business-travel expense|1,292,323.42|986,898.70|
|Welfare expenses|950,060.65|764,976.35|
|Office allowance|629,720.11|735,452.79|
|Social insurance fee|895,186.95|638,962.59|
|Stamp duty|515,735.21|294,649.56|
|Travelling expenses|342,033.01|242,707.83|
|Amortization of low value consumables|103,321.43|235,481.00|
|Housing fund|201,245.00|186,872.76|
|Long-term deferred expenses|138,644.68|79,296.00|
|Repair charge|382,736.95||
|Mateiral consumption|378,471.90||
|Educational expenditure|692,090.36||
|Rental fee|311,998.78||
|Total|21,550,755.68|21,000,380.87|

 Other explanation:
29. Financial expenses
||||
|-|-|-|
|Item|2014|2013|
|Interest expenses|1,855,248.49|1,030,671.89|
|Less: Interest income|354,411.83|662,129.17|
|Profit/loss on exchange|126,499.41|47,786.16|
|Bank handling charges|188,687.11|200,315.27|
|Total|1,816,023.18|616,644.15|

Other explanation:
30. Asset impairment loss
||||
|-|-|-|
|Item|2014|2013|
|I. Bad debt loss|1,588,068.88|-2,503,321.41|
|II. Loss on inventory valuation|830,264.39||
|XIII. Impairment losses of goodwill|1,809,762.89||
|Total|4,228,096.16|-2,503,321.41|

 Other explanation:
31. Investment income
||||
|-|-|-|
|Item|2014|2013|
|Long-term equity investment income|||
||58,054.97|53,372.42|
|calculated on equity method|||
|Investment income obtained from bank|||
||171,000.00|111,230.13|
|financial products|||
|Total|229,054.97|164,602.55|

 Other explanation:
32. Non-operating income
|||||
|-|-|-|-|
||||Amount reckoned into current|
|Item|2014|2013||
||||non-recurring gains/losses|
|Total income from disposal of|113,807,781.40|131,918,787.19||
||||113,807,781.40|
|non-current assets||||
|Including: income from||||
||730.00|26,318,307.45|730.00|
|disposal of fixed assets||||
|Income from disposal of||||
||113,647,960.69|105,600,479.74|113,647,960.69|
|intangible assets||||
|Government grants||195,101.01||
|Income from disposal of||||
||159,090.71|211,376.25|159,090.71|
|biological assets||||
|Other|3,892,791.31|211,376.25|3,892,791.31|
|Total|117,700,572.71|132,325,264.45||

Government grants reckoned into current gains/losses:
|||||
|-|-|-|-|
|Grants item|2014|2013|Assets-related/Income related|
|Demonstration fund for Tech.||||
|||100,000.00|Income related|
|experiment||||
|Three expenses of the||||
|||50,000.00|Income related|
|technology||||
|Tax refund subsidy of||||
|||9,859.00|Income related|
|development zone||||
|Revenue from VAT relief||33,742.01|Income related|
|Other||1,500.00|Income related|
|Total||195,101.01|--|

Other explanation:
In accordance with the―Measures of the LandReserves‖ printed and issued by Government of Chengde County and Ministry of Land and Resources as well as the relevant regulations of ChengdePeople‘sGovernment‘s specialized note[2013] No.12 and[2012] No.59, lands of the Company Chengde County Guo Yong (2013) Zi No.31 and No.33 are reserverd by Land Reserve Center of Chengde County, net revenue from transferred amounting to 113,647,960.69 Yuan.
33. Non-operating expenditure
|||||
|-|-|-|-|
||||Amount reckoned into current|
|Item|2014|2013||
||||non-recurring gains/losses|
|Total losses on disposal of|989,275.20|||
||||989,275.20|
|non-current assets||||
|Losses from disposal of||||
||787,348.56||787,348.56|
|intangible assets||||
|Donating|1,500,000.00|2,000.00|1,500,000.00|
|Losses from disposal of||||
||201,926.64||201,926.64|
|biological assets||||
|Other|5,458,410.18|580,314.39|5,458,410.18|
|Total|7,947,685.38|615,794.39||

Other explanation:
34. Income tax expense
(1) Statement of income tax expenses
||||
|-|-|-|
|Item|2014|2013|
|Current income tax|951,857.73|30,539,586.74|
|Deferred income tax||756,119.16|
|Total|951,857.73|31,295,705.90|

 (2) Adjustment on accounting profit and income tax expenses
|||
|-|-|
|Item|2014|
|Total profit|74,187,083.50|
|Income tax measured by statutory/applicable tax rate|18,546,770.88|
|Adjusted the previous income tax|951,857.73|
|Impact on cost, expenses and losses that unable to deducted|1,244,369.86|
|Impact by the deductible losses of the un-racognzied previous||
||-40,563,639.68|
|deferred income tax||
|Impact on taxable income from internal transactions|452,440.72|
|Impact from the negative number of taxable income from||
||20,320,058.22|
|subsidiary||
|Income tax expenses|951,857.73|

 Other explaination
35. Notes to statement of cash flow
(1) Other cash received in relation to operation activities
||||
|-|-|-|
|Item|2014|2013|
|Interest income|354,411.83|662,129.17|
|Intercourse funds|27,346,389.08|58,186,692.98|
|Subsidy income||195,101.01|
|Other|3,892,791.31|437,980.76|
|Total|31,593,592.22|59,481,903.92|

 Explanation on other cash received in relation to operation activities
(2) Other cash paid in relation to operation activities
||||
|-|-|-|
|Item|2014|2013|
|Disbursement costs|11,849,634.17|16,469,710.73|
|Donation costs|1,500,000.00|2,000.00|
|Intercourse funds|57,686,317.22|28,541,969.74|

||||
|-|-|-|
|Penalty and overdue fine|3,469,375.11||
|Other|1,989,035.07|1,232,348.11|
|Total|76,494,361.57|46,246,028.58|

 Explanation on other cash paid in relation to operation activities
(3) Cash received from other investment activities
||||
|-|-|-|
|Item|2014|2013|
|Changes of limited monetary fund|10,029,217.89||
|Total|10,029,217.89||

Explanation on cash received from other investment activities
(4) Cash paid related with other financing activities
||||
|-|-|-|
|Item|2014|2013|
|Changes of limited monetary fund||11,445,403.16|
|Total||11,445,403.16|

 Explanation on cash paid related with other financing activities
36. Supplementary information to statement of cash flow
(1) Supplementary information to statement of cash flow
||||
|-|-|-|
|Supplementary information|2014|2013|
|1. Net profit adjusted to cash flow of|||
||--|--|
|operation activities:|||
|Net profit|73,235,225.77|99,934,857.12|
|Add: Preparations of assets depreciation|4,228,096.16|-2,503,321.41|
|Depreciation of fixed assets, consumption of|||
|oil assets and depreciation of productive|2,528,200.02|2,164,612.21|
|biology assets|||
|Amortization of intangible assets|578,052.57|862,328.74|
|Amortization of long-term deferred expenses|2,280,843.52|664,529.03|
|Loss from disposal of fixed assets, intangible|||
|assets and other long-term assets(gain is|-112,818,506.20||
|listed with ―-‖)|||
|Financial expenses (gain is listed with ―-‖)|1,855,248.49|1,030,671.89|

||||
|-|-|-|
|Investment losses(gain is listed with ―-‖)|-229,054.97|164,602.55|
|Decrease of deferred income tax assets|||
|||756,119.16|
|(gain is listed with ―-‖)|||
|Decrease of inventory (increase is listed with|-325,973,586.16||
|||-159,047,494.46|
|―-‖)|||
|Decrease of operating receivable accounts|31,682,338.60||
|||-132,862,220.52|
|(increase is listed with ―-‖)|||
|Increase of operating payable accounts|||
||188,303,218.12|-15,717,716.97|
|(decrease is listed with ―-‖)|||
|Net cash flow arising from operating|-134,329,924.08|-204,553,032.66|
|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|35,582,359.90|77,981,488.06|
|Less: Balance of cash equivalent at|||
||77,981,488.06|81,546,046.87|
|year-begin|||
|Net increase of cash and cash equivalents|-42,399,128.16|-3,564,558.81|

 (2) Constitution of cash and cash equivalent:
||||
|-|-|-|
|Item|Ending balance|Opening balance|
|I. Cash|35,582,359.90|77,981,488.06|
|Including: stock cash|33,252.06|19,146.58|
|Bank deposit available for payment at any|||
||35,549,107.84|77,962,341.48|
|time|||
|Ⅲ. Balance of cash and cash equivalent at|35,582,359.90|77,981,488.06|
|year-end|||

Other explanation:
37. Notes on items of changes ofowner’s equity
Name and adjusted amount on―Other‖ at balance of year-end of last year :
38. Assets with ownership or right-to-use restricted
||||
|-|-|-|
|Item|Ending book value|Restriction reasons|
|Monetary fund|1,416,185.27|Margin for housing mortgage|
|Total|1,416,185.27|--|

Other explanation:
39. Foreign currency monetary items
(1) Foreign currency monetary items
|||||
|-|-|-|-|
||Balance of foreign currency at|||
|Item||Exchange rate convert|RMB concert at Period-end|
||period-end|||
|Monetary fund|--|--|4,913,496.26|
|Including: USD|802,946.84|6.1190|4,913,231.69|
|HKD|335.37|0.7889|264.57|

 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
VIII. Changes of consolidation scope
1. Other
No changed in the Period
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|
|Nanjiang 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%|100.00%|Establishment|
|Agriculture*3|||husbandry||||

||||||||
|-|-|-|-|-|-|-|
|Xingye|||||||
||||Paper||||
|Papermaking|Chengde City|Chengde City||100.00%||Establishment|
||||manufacturing||||
|Making *4|||||||
||||International||||
|Nanjiang Asia *5|Hong Kong|Hong Kong||100.00%||Establishment|
||||investment||||
|Morsh|||Production and||||
||Chengde City|Chengde City||90.00%|90.00%|Establishment|
|Technology*6|||sale of Graphene||||
|Huijing Property|||Property||||
||Chengde City|Chengde City||100.00%|100.00%|Establishment|
|*7|||management||||
|||||||Enterprise merger|
||||International||||
|Runhua RW*8|Tianjin City|Tianjin City||30.00%||not under the|
||||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 sharehodler, who holds 7.03 million Yuan equity of the Runhua RW (representing 23.43 percnet of the Runhua RW)- Lan Chunhong come to an agreement of persons acting in concert with Nanjiang Company; theshareholder‘s rights (excluding the right of self-benefit as dividend rights and assignment right ) under the name of Lan Chunhong with the equity ratio helding 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 satisied one of the conditions as follow, and the invested company shall recognized as the subsidiary included in consolidate scope of the consolidate financial staement. However, except for there is evidence to show that the parent company is not able to control the investedcompany‖:
(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 investedcompany.‖ carried in Accounting Standards for Business Enterprise No. 33– Consolidate Financial Statement.
After equity acquisition, among the five members of the Borad 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 otherinvestors‖ and―have the rights to appoint and dismiss majority members of the BOD or similar institution of the investedcompany‖ carried in Accounting Standards for Business Enterprise No. 33– Consolidate Financial Statement, thus Runhua RW was included in consolidate finacnial statement scope of the Nanjiang Company.
Controlling basis for the structuring entity included in consolidated range:
Basis on determining to be a agent or consignor:
Other explanation:
*1 Chengde Rongyida Real Estate Development Co., Ltd(―Rongyida‖ for short) was established on 20 Febuary 2009 with registered capital of 10 million Yuan, of which, Wang Fei invested 9 million Yuan, representing 90 percent of the registered capial while one million Yuan contributed by Chen Liping, presenting 10 percent of the registered capial; On
27th
July 2009, Wang Fei and Chen Liping transferred all their shares to the controlling shareholder Chen Rong. At the same time, Chen Rong transferred100% 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 RealEstate‖ for short)
*2 Nanjiang Investment was established by Nanjiang Real Estae dated 9 October 2012, original registered captial was 50 million Yuan, sharehodler 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 incraes 5 million Yuan to Ecological Agriculture and the registered capital turns to 10 million Yuan after incrased.
*4 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‗ApprovalCertificate‘ issued byWJMZSAZ[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 byWJMZEH[2001]NO. 969, register capital has to be raised toUS$ 250 million fromUS$ 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 wasUS$ 100 million. Its register capitaldidn‘t paid out within required period though shareholder had investment involved taking up40% of the whole register capital, including Nanjiang Company gaveUS$75 million with75% equity and Hong Kong Zhanxi investedUS$ 25 million with25% 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 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
11th
of Mar. 2009, Hebei Province Chengde IntermediatePeople‘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 IntermediatePeople‘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 its20% 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 .
*5 Nanjiang Asia was founded by Nanjiang Company on
14th
Nov. 2013, located in Hong Kong, with register capital ofUS$ 20 million, the paid-up wasUS$ 797, 583.34.
*6Morsh Technology was founded jointly by Nanjiang Investment and Ningbo Morsh Technology on
24th Jan. 2013 with register capital of RMB50 million, including Nanjiang Investment invested RMB45 million taking up90% of the total investment; Ningbo Morsh Technology invested RMB5 million taking up10%.
*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 with13.34% ratio, Yang Shengbao invested RMB one million with ratio of3.33%, Wang Qianying invested RMB2 million with ratio of6.67%, Ren Peiwen invested RMB2.01 million with ratio of6.7%, Zhang Xiaofan invested RMB one million with ratio of3.33%, Lan Chunhong invested RMB9.03 million with ratio of30.10%, Zhao Qinghua invested RMB7 million with ratio of23.33%, Jia Zhenghong invested RMB3 million with ratio of10.00% and Li Kai invested RMB960,000 with ratio of3.2%. On
25th
June 2013, in accordance with the signed equity transfer agreement, Lan Chunhong and Zhao Qinghua respectively transferred6.67% and23.33% of shares they held from the Company to Nanjiang Holding. After transfer Nanjiang Holding invested RMB9 million taking up30% of the register capital. After this change, investment ratio of shareholders particularized as: Runhua RWDevelopment invested RMB4 million with ratio of13.34%, Yang Shengbao invested RMB one million with ratio of3.33%, Wang Qianying invested RMB2 million with ratio of6.67%, Ren Peiwen invested RMB2.01 million with ratio of6.7%, Zhang Xiaofan invested RMB one million with ratio of3.33%, Lan Chunhong invested RMB7.03 million with ratio of23.43%, Jia Zhenghong invested RMB3 million with ratio of10.00%, Li Kai invested RMB960,000 with ratio of3.2%. Nanjiang holding invested RMB9 million with ratio of30%.
(2) Important non-wholly-owned subsidiary
||||||
|-|-|-|-|-|
||||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||
|Runhua RW|70.00%|-6,886,529.13||15,437,514.04|
|Morsh Technology|10.00%|-158,640.91||4,820,111.77|

 Explanation on share-holding ratio of minority different from ratio of voting right:
Other explanation:
(3) Main finance of the important non-wholly-owned subsidiary
||||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|-|
||Ending balance||||||Opening balance||||||
|Subsidia||Non-curr|||Non-curr|||Non-curr|||Non-curr||
||Current||Totalassets|Current||Total|Current||Total|Current||Total|
|ry||ent|||ent|||ent|||ent||
||assets|||liability||liability|assets||assets|liability||liability|
|||assets|||liability|||assets|||liability||
|Runhua|45,730,5|6,867,84|52,598,4|30,544,8||30,544,8|93,567,4|7,002,21|100,569,|68,678,2||68,678,2|
||||||0.00||||||0.00||
|RW|74.93|6.37|21.30|29.80||29.80|79.38|5.73|695.11|04.86||04.86|
|Morsh|||||||||||||
||48,868,1||48,868,135.67|667,018.||667,018.|49,787,5||49,787,526.81||||
|Technolo|||||||||||||
||35.67|||00||00|26.81||||||
|gy|||||||||||||

||||||||||
|-|-|-|-|-|-|-|-|-|
||2014||||2013||||
|||||Cash flow||||Cash flow|
||||Total||||Total||
|Subsidiary|OperationIncome|||from|Operation|||from|
|||Net profit|comprehensi|||Net profit|comprehensi||
|||||operation|Income|||operation|
||||ve income||||ve income||
|||||activity||||activity|
||313,501,245.01|||-50,422,057.0|723,512,053.|||27,365,825.2|
|Runhua RW||-9,837,898.75|-9,837,898.75|||1,066,831.59|1,066,831.59||
|||||2|89|||3|
|Morsh||||||||-49,017,629.0|
|||-1,586,409.14|-1,586,409.14|-919,391.14||-212,473.19|-212,473.19||
|Technology||||||||9|

 Other explanation:
2. Transaction that has owners equity shares changed in subsidiary but still with controlling rights
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|
|Wuchan Minfeng|||||||
|(Tianjin)|||International||||
||Tianjin City|Tianjin City|||31.75%|Equity method|
|Chemical Trade|||trading||||
|Co., Ltd.|||||||
||||Development,||||
|Runhua RW|||transfer and||||
|(Tianjin)|||promotion service||||
|Water-saving|Tianjin City|Tianjin City|of the||49.00%|Equity method|
|Technology Co.,|||water-saving||||
|Ltd.|||technology for||||
||||agriculture||||

Share-holding ratio or shares enjoyed different from voting right ratio:
Basis of the voting rights with20% below but with major influence, or without major influence but with over20%(20% included) voting rights hold:
(2) Main financial information of the important joint venture
Other explaination
4. 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 sharehodler Mr. Wang Dong,
who holds29.49% equity of the Company
Ultimate controller of the Company:
Other explanation:
2. Subsidiary of the Enterprise
Found more in Note IX
3. Cooperative enterprise and joint venture
Found more in Note of the Report
Other cooperative enterprise and joint venture that have related transaction with the Company in the Period or occurred in pervious period
|||
|-|-|
|Name|Relationship|
|Wuchan Minfeng (Tianjin) Chemical Trade Co., Ltd.|Joint venture|
|Runhua RW (Tianjin) Water-saving Technology Co., Ltd.|Joint venture|

Other explaination
4. Other related party
|||
|-|-|
|Other related party|Relationship with the Enterprise|
|Runhua RW Industrial Development Company|Controller of the joint venture of the Company|
|Shanxi Wuchan Minfeng Chemical Co., Ltd.|Controller of the joint venture of the Company|

Other explaination
5. Related transaction
(1) Goods purchasing, labor service providing and receiving
Goods purchasing/labor service receiving
|||||
|-|-|-|-|
|Related party|Content|2014|2013|

Goods sold/labor service providing
|||||
|-|-|-|-|
|Related party|Content|2014|2013|
|Wuchan Minfeng (Tianjin)||||
||Sales of goods|168,562,321.06|38,248,888.89|
|Chemical Trading Co., Ltd.||||

Explanation on goods purchasing, labor service providing and receiving
No such event occurred in the Year
(2) Related-party guarantee
The Company act as a secured party
||||||
|-|-|-|-|-|
|||||Whether the guarantee|
|Secured party|Guarantee amount|Start date|Expiry date||
|||||implemented or not|

 As a secured party by the Company
||||||
|-|-|-|-|-|
|||||Whether the guarantee|
|Guarantor|Guarantee amount|Start date|Expiry date||
|||||implemented or not|
|Runhua RW Industrial|||||
||20,000,000.00|2013-10-24|2014-10-24|Y|
|Development Co., Ltd.|||||
|Lan Chunhong|22,000,000.00|2013-10-24|2014-10-24|Y|

Explanation on related guarantee
(1) On 17th of Oct. 2013, Binhai New District branch of China CITIC Bank Corporation Limited credited the Company RMB 20 million (contract code: 2013JYZBZ NO.BS0956, duration: 24th of Oct. 2013 to 24th of Oct. 2014). Runhua RW Industrial Development Company guaranteed for the Company a series of debts rising from the above credit (including but not limited to various borrowings, notes, guarantees, letters of credit etc. businesses).
(2) On 21st of Oct. 2013, Binhai New District branch of China CITIC Bank Corporation Limited credited the Company RMB 22 million (contract code: 2013JYZBZ NO. BS0956-1, duration: 24th of Oct. 2013 to 24th of Oct. 2014). The second-largest shareholder Lan Chunhong guaranteed for the Company a series of debts rising from the above credit (including but not limited to various borrowings, notes, guarantees, letters of credit etc. businesses).
(3) Borrowed funds from related party
||||||
|-|-|-|-|-|
|Related party|Borrowing amount|Start date|Expiry date|Note|
|Inter-bank borrowing|||||
|Lending transaction|||||

(4) Remuneration of key management personnel
||||
|-|-|-|
|Item|2014|2013|
|Remuneration of key management|||
||144.29|56.69|
|personnel|||

(5) Other related transaction
6. Account receivable/payable from/to related party
(1) Account receivables
|||||||
|-|-|-|-|-|-|
|||Ending balance||Opening balance||
|Item|Related party|||||
|||Book balance|Bad debt provision|Book balance|Bad debt provision|
||Wuchan Minfeng|||||
|Account paid in||||||
||(Tianjin) Chemical|0.00|0.00|1,945,944.00|0.00|
|advance||||||
||Trade Co., Ltd.|||||
||Wuchan Minfeng|||||
|Other account||||||
||(Tianjin) Chemical|0.00|0.00|670,000.00|0.00|
|receivable||||||
||Trade Co., Ltd.|||||

(2) Account payable
|||||
|-|-|-|-|
|Item|Related party|Ending book balance|Opening book balance|
||Wuchan Minfeng (Tianjin)|||
|Other account payable||12,000,000.00|31,000,000.00|
||Chemical Trade Co., Ltd.|||
||Wuchan Minfeng (Tianjin)|||
|Account received in advance||12,032,434.62|0.00|
||Chemical Trade Co., Ltd.|||
||Runhua RW Industrial|||
|Account received in advance||0.00|4,843,823.41|
||Development Co., Ltd.|||

7. Commitment of related party
8. Other
XI. Commitment and contingency
1. important commitment
Important commitment on balance sheet date
No such commitment need to disclosed in the Year
2. Contingency
(1) Important contingency on balance sheet date
Up to 31st December 2014, balance of guarantee offer to the mortgage loan for owner of commercial house purchased was 21.2 million Yuan.
(2) If the Company has no important contingency need to disclosed, explain reasons
The Company has no important contingency that need to disclosed.
3. Other
XII. Events after balance sheet day
1. Other explanation after balance sheet date
No such events occurred in the Year
XIII. Other major event
1. Other
No such events need to disclosed
XIV. Principle notes of financial statements of parent company
1. Accounts receivable
(1) Accounts receivable
||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|
||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|||||||||||
|with large single|||||||||||
|amount and accrued|0.00|0.00%|||0.00||||||
|for provision of bad|||||||||||
|debt on a single basis|||||||||||
|Other receivables|||||||||||
|accrued for provision|16,687,2||49,078.4||16,638,18|320,143|||||
|||99.58%||0.29%|||82.06%|4,000.00|1.25%|316,143.39|
|of bad debt by|62.55||2||4.13|.39|||||
|portfolio|||||||||||
|Other receivables|70,000.0|0.42%|70,000.0|100.00%||70,000.|17.94%|70,000.00|100.00%||

|||||||||||
|-|-|-|-|-|-|-|-|-|-|
|with minor single|0||0|||00||||
|amount but accrued||||||||||
|for provision of bad||||||||||
|debt on a single basis||||||||||
||16,757,262.55||119,078.||16,638,184.13|390,143|||316,143.39|
|Total||100.00%||0.71%|||100.00%|74,000.00||
||||42|||.39||||

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
|||||
|-|-|-|-|
||Ending balance|||
|Aging||||
||Other account receivable|Provision for bad debts|Provision ratio|
|Within one year||||
|Subtotal within one year|981,568.36|49,078.42|5.00%|
|Total|981,568.36|49,078.42|5.00%|

 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|6,367,203.05|——|——|
|Morsh Technology|167,018.00|——|——|
|Nanjiang Asia|3,396.86|——|——|
|Petroleum account paid in advance toPetroleum Company|108,399.29|——|——|
|Land Reserve Center of Chengde CountyFinalpayment for land acquisition|3,678,200.00|——|——|
|Specific fund of cement|90,421.00|——|——|
|Margin|3,203,400.00|——|——|
|Loan for staff|2,087,655.99|——|——|
|Total|15,705,694.19|——|——|

 (2) Provision for bad debts accrued, regain or switch back in the Period
There is 49,078.42 Yuan provision for bad debts accrued in the Period; and 0.00 Yuan regains or switch back in the Period.
Including the followed significant amount regains or switch back in the Period:
||||
|-|-|-|
|Unit|Regains or switch back|Way of regain|

(3) Other account receivable actually written off in the Period
|||
|-|-|
|Item|Amount written off|

Including important account written off:
|||||||
|-|-|-|-|-|-|
||||||Generated from|
|||||Written off||
|Unit|Nature|Amount written off|Reasons||related transaction|
|||||procedures||
||||||(Y/N)|

 Explaintion on written off for other account receivable:
(4) Other account receivables category by nature of money
||||
|-|-|-|
|Nature of money|||
||Ending book balance|Beginning book balance|
|Intercourse funds|6,537,617.91|29,000.00|
|Petroleum account paid in advance to|||
||108,399.29|60,000.00|
|Petroleum Company|||
|Land Reserve Center of Chengde|||
||3,678,200.00||
|CountyFinal payment for land acquisition|||
|Specific fund of cement|90,421.00||
|Margin|3,203,400.00||
|Loan for staff|2,087,655.99|301,077.08|
|Other|1,051,568.36|66.31|
|Total|16,757,262.55|390,143.39|

 (5) Top five other account receivables collected by arrears party at ending balance
|||||||
|-|-|-|-|-|-|
|||||Proportion in total|Ending balance of|
|Unit|Nature of money|Ending balance|Aging|||
|||||other receivables|bad debt provision|
|Ecological||||||
||Intercourse funds|6,367,203.05|Within one year|38.00%||
|Agriculture||||||
|Land Reserve Center|Final payment for|3,678,200.00|Within one year|21.95%||

||||||
|-|-|-|-|-|
|of Chengde County|land acquisition||||
|County housing and|||||
|Urban&Rural|Margin|3,203,400.00|Within one year|19.12%|
|Planning bureau|||||
|Ma Haipeng|Petty cash|700,000.00|Within one year|4.18%|
|Morsh Technology|||||
||Intercourse funds|167,018.00|Within one year|1.00%|
|Company|||||
|Total|--|14,115,821.05|--|84.25%|

2. Long-term equity investment
||||||||
|-|-|-|-|-|-|-|
||Ending balance|||Opening balance|||
|Item||Depreciation|||Depreciationreserves||
||Book balance||Book value|Book balance||Book value|
|||reserves|||||
|Investment forsubsidiary|||||||
||783,852,164.40|626,567,328.03|157,284,836.37|778,851,997.76|626,567,328.03|152,284,669.73|
|Total|783,852,164.40|626,567,328.03|157,284,836.37|778,851,997.76|626,567,328.03|152,284,669.73|

 (1) Investment for subsidiary
||||||||
|-|-|-|-|-|-|-|
||||||Depreciation|Ending balance of|
|||Increased in|Decreased in||||
|Invested company|Opening balance|||Ending balance|reserves accrual|depreciation|
|||2014|2014||||
||||||in the Period|reserves|
|Nanjiang Real|||||||
||53,114,299.73|||53,114,299.73|||
|Estate|||||||
|Nanjiang|||||||
||90,000,000.00|||90,000,000.00|||
|Investment|||||||
|Xingye|||||||
|Papermaking|626,567,328.03|||626,567,328.03||626,567,328.03|
|Making|||||||
|Runhua RW|9,170,370.00|||9,170,370.00|||
|Nanjiang Asia||5,000,166.64||5,000,166.64|||
|Total|778,851,997.76|5,000,166.64||783,852,164.40||626,567,328.03|

 (2) Investment for joint venture and associated enterprise
|||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|
|||Changes in 2014||||||||||
|||||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|||reseves||||
||||t|recognize||changes|d to||||on|
|||t|||adjustmen|||accrual||||
|||||d by|||distribute||||reserves|
||||||t|||||||
|||||equity|||d|||||
|I. Joint venture||||||||||||
|II. Associated enterprise||||||||||||

(3) Other explaination
There are no investment for joint venture and associated enterprise
3. Operation income and operation cost
||||||
|-|-|-|-|-|
||2014||2013||
|Item|||||
||Income|Cost|Income|Cost|
|Other business|8,217,142.76|988,187.82|9,631,946.56|28,460.39|
|Total|8,217,142.76|988,187.82|9,631,946.56|28,460.39|

 Other explanation:
4. Other
XV. Supplementary information
1. Details of current non-recurring profits and losses
√ Applicable□ Not-applicable
||||
|-|-|-|
|Item|Amount|Remark|
|Gains/losses from the disposal of|||
||112,818,506.20||
|non-current asset|||
|Gains/losses from entrusted investment or|||
||171,000.00||
|management|||

||||
|-|-|-|
|Other non-operating income and expense|||
||-3,065,618.87||
|other than the abovementioned ones|||
|Less: Impact on income tax|25,719,679.32||
|Impact on minority shareholders equity|7,045,170.04||
|Total|77,159,037.97|--|

Concerning the extraordinary profit (gain)/loss defined byQ&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 inQ&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)|
|Net profits belong to common stock||0.11|0.11|
||32.13%|||
|stockholders of the Company||||
|Net profits belong to common stock||||
|stockholders of the Company after||||
||1.25%|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. Supplementary information of accounting policies changed
□ Applicable√ Not-applicable
5. Other
Section XII. 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;