南江B：2016年年度报告（英文版）.PDF

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1、承德南江股份有限公司 2016 年年度报告全文 1 CHENGDE NANJIANG CO.,LTD ANNUAL REPORT 2016 April 2017 承德南江股份有限公司 2016 年年度报告全文 2 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

2、as the Company)hereby confirm that there are no any fictitious statements,misleading statements,or important omissions carried in this report,and shall take legal liability,individual and/or joint,for the whole contents.Zhao Yongsheng,Principal of the Company,Zhao Yongsheng,person in charger of acco

3、unting works and Liu Fengguo,person in charge of accounting organ(accounting principal)hereby confirm that the Financial Report of 2016 Annual Report is authentic,accurate and complete.All directors are attended the Board Meeting for report deliberation.The Company has no plan of cash dividends carr

4、ied out,bonus issued and capitalizing of common reserves either.Note:The Report is prepared in bilingual versions of Chinese and English respectively,in the event of any discrepancy in understanding the two aforementioned versions,the Chinese version shall prevail.承德南江股份有限公司 2016 年年度报告全文 3 Contents

5、Section I.Important Notice,Contents and Paraphrase.2 Section II.Company Profile and Main Financial Indexes.5 Section III.Summary of Company Business.9 Section IV.Discussion and Analysis of the Business.11 Section V.Iimportant Event.26 Section VI.Changes in Shares and Particulars about Shareholders.3

6、5 Section VII.Preferred Stock.41 Section VIII.Particulars about Directors,Supervisors,Senior Executives and Employees.42 Section IX.Corporate Governance.50 Section X.Corporation bonds.59 Section XI.Financial Report.60 Section XII.Documents available for reference.175 承德南江股份有限公司 2016 年年度报告全文 4 Paraph

7、rase Items Refers to Contents CSRC,SRC Refers to China Securities Regulatory Commission SZ Stock Exchange,Exchange Refers to Shenzhen Stock Exchange Company,The Company Refers to Chengde Nanjiang Co.,Ltd.Nanjiang Investment Refers to Chengde Nanjiang Investment Co.,Ltd.Nanjiang Trading Refers to Che

8、ngde Nanjiang Trading Co.,Ltd.Nanjiag Technology Refers to Chengde Nanjiag Technology Co.Ltd.Nanjiang Ecological Agriculture,Ecological Agriculture,Refers to Chengde Nanjiang Ecological Agriculture Co.,Ltd.Asia Investment,Nanjiang Asia Refers to Nanjiang Asia Investment Co.,Ltd.Runhua RW Refers to R

9、unhua Rural Water(Tianjin)International Trade Co.,Ltd.Dongfeng Stealth Refers to Hangzhou Dongfeng Stealth Technology Co.Ltd.Hangzhou Hangfeng Refers to Hangzhou Hangfeng Technology Co.Ltd.Huijing Property Refers to Chengde Huijing Property Services Co.,Ltd.Dongfeng New Energy Refers to Dongguan Don

10、gfeng New Energy Technology Co.Ltd.Kefeng Aerospace Refers to Chengde Kefeng Aerospace Technology Development Co.,Ltd.Company Law Refers to Company Law of the Peoples Republic of China Securities Law Refers to Securities Law of the Peoples Republic of China Rules Governing the Listing of Securities

11、Refers to Rules Governing the Listing of Securities on Shenzhen Stock Exchange Yuan,10 thousand Yuan Refers to RMB,RMB 10 thousand 承德南江股份有限公司 2016 年年度报告全文 5 Section II.Company Profile and Main Financial Indexes I.Company information Short form of the stock Nanjiang-B Stock code 200160 Short form of

12、the Stock after changed(if applicable)Nanjiang-B Stock exchange for listing Shenzhen Stock Exchange Name of the Company(in Chinese)承德南江股份有限公司 Short form of the Company(in Chinese)南江 B Foreign name of the Company(if applicable)CHENGDE NANJIANG CO.,LTD Short form of foreign name of the Company(if appl

13、icable)NANJIANG-B Legal representative Zhao Yongsheng Registrations add.XiaBanCheng Town,Chengde County,Hebei Province,P.R.C Code for registrations add 067400 Offices add.XiaBanCheng Town,Chengde County,Hebei Province,P.R.C Codes for office add.067400 Website -E-mail II.Person/Way to contact Secreta

14、ry of the Board Rep.of security affairs Name Li Wenying Wang Haijian Contact add.XiaBanCheng Town,Chengde County,Hebei Province XiaBanCheng Town,Chengde County,Hebei Province Tel.0314-3115048 0314-3115048 Fax.0314-3111475 0314-3111475 E-mail 承德南江股份有限公司 2016 年年度报告全文 6 III.Information disclosure and p

15、reparation place Media appointed for information disclosure In China:Securities Times;overseas:Hong Kong Commercial Daily Website for annual report publish appointed by CSRC Juchao website:http:/ Preparation place for annual report Security department of the Company IV.Registration changes of the Co

16、mpany Organization code 10657687-6 Changes of main business since listing(if applicable)No changes Previous changes for controlling shareholders(if applicable)No changes V.Other relevant information CPA engaged by the Company Name of CPA Dahua Certified Public Accountants(Limited Liability Partnersh

17、ip)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 d

18、uties in reporting period Applicable Not applicable VI.Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not Yes No 2016 2015 Changes over last year 2014 Operat

19、ing income(RMB)367,898,631.53 141,221,936.00 160.51%322,502,631.63 Net profit attributable to shareholders of the listed company(RMB)3,760,806.51 58,872,707.12-93.61%80,280,395.81 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses(RMB)553,720

20、.92-31,171,146.45 101.78%3,121,357.84 Net cash flow arising from 54,484,351.33 19,812,057.85 175.01%-134,329,924.08 承德南江股份有限公司 2016 年年度报告全文 7 operating activities(RMB)Basic earnings per share(RMB/Share)0.01 0.08-87.50%0.11 Diluted earnings per share(RMB/Share)0.01 0.08-87.50%0.11 Return on Equity 1.

21、06%18.43%-17.37%32.13%End of 2016 End of 2015 Changes over end of last year End of 2014 Total assets(RMB)626,756,827.34 854,793,263.22-26.68%642,501,296.47 Net assets attributable to shareholder of listed company(RMB)359,826,450.98 352,256,123.56 2.15%289,982,016.44 VII.Difference of the accounting

22、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 p

23、rofit 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 GAA

24、P(Generally Accepted Accounting Principles)Applicable Not applicable The Company had no difference of the net profit or net assets disclosed in financial report,under either foreign accounting rules or Chinese GAAP(Generally Accepted Accounting Principles)in the period.VIII.Quarterly main financial

25、index In RMB First quarter Second quarter Third quarter Fourth quarter Operating income 46,379,194.49 145,035,287.25 103,804,200.47 72,679,949.32 Net profit attributable to shareholders of the listed company 1,078,731.20 723,138.74 2,454,508.79-495,572.22 Net profit attributable to shareholders of t

26、he listed company after deducting non-recurring gains and losses 1,147,902.15 924,846.14 2,520,155.95-4,039,183.32 Net cash flow arising from 30,707,074.03 46,147,909.94 3,894,432.69-26,265,065.33 承德南江股份有限公司 2016 年年度报告全文 8 operating activities Whether there are significant differences between the ab

27、ove-mentioned financial index or its total number and the relevant financial index disclosed in the companys quarterly report and semi-annual report Yes No IX.Items and amounts of extraordinary profit(gains)/loss Applicable Not applicable In RMB Item 2016 2015 2014 Note Gains/losses from the disposa

28、l of non-current asset(including the write-off that accrued for impairment of assets)4,800,704.58 103,245,649.85 112,818,506.20 Governmental subsidy reckoned into current gains/losses(not including the subsidy enjoyed in quota or ration according to national standards,which are closely relevant to e

29、nterprises business)94,100.26 2,720.00 Gains/losses from entrust investment or assets management 171,000.00 Gains/losses from contingency without routine business concerned 11,309,875.93 Other non-operating income and expenditure except for the aforementioned items-618,690.72-5,205,333.51-3,065,618.

30、87 Less:Impact on income tax 1,069,028.53 25,812,092.46 25,719,679.32 Impact on minority shareholders equity(post-tax)-6,503,033.76 7,045,170.04 Total 3,207,085.59 90,043,853.57 77,159,037.97-Concerning the extraordinary profit(gain)/loss defined by Q&A Announcement No.1 on Information Disclosure fo

31、r Companies Offering Their Securities to the Public-Extraordinary Profit/loss,and the items defined as recurring profit(gain)/loss according to the lists of extraordinary profit(gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public-Extrao

32、rdinary Profit/loss,explain reasons Applicable Not applicable In reporting period,the Company has no particular about items defined as recurring profit(gain)/loss according to the lists of extraordinary profit(gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their

33、 Securities to the Public-Extraordinary Profit/loss 承德南江股份有限公司 2016 年年度报告全文 9 Section III.Summary of Company Business I.Main businesses of the company in the reporting period Whether the company needs to comply with the disclosure requirements of the particular industry Yes Real estate industry The

34、Company is comply with the disclosure requirement of“Information Disclosure Guidelines of Shenzhen Stock Exchange No.3-engaged in real estate business for the listed companies”During the reporting period,the companys main business was real estate development,business model was the development and sa

35、les of commercial housing,business scope was mainly located in Chengde region.The main products of the companys real estate business included residential and commercial housing,currently Nanjiang Huijing Tiandi project is for sale.In 2016,the real estate industry adopted the destocking policy at the

36、 beginning of the year and the successively introduced regulatory policies to hot cities at the second half of the year,and experienced the process from general loose to local continuous tightening.During the reporting period,influenced by the national strategy of Beijing-Tianjin-Hebei integration,t

37、he volume and price of real estate market in areas around Beijing rose,showing a promising prospect for profits.The construction of Beijing-Shenyang high-speed rail made Chengde enter into the“capital one hour economic circle”,and brought a new wave of heat to the local real estate.In the future,the

38、 company shall make use of this development opportunity to actively expand business areas,continuously improve service quality,build high-end boutique residential housing,and improve market competitiveness.II.Major changes in main assets 1.Major changes in main assets Major assets Note of major chan

39、ges Fixed assets Increased 68.21%on a y-o-y basis,mainly because part of the development product is adjusted to fixed assets due to nature changes in the period.Intangible assets Decreased 83.21%on a y-o-y basis,mainly because the No.23 lands are adjusted as investment real estate in the period due

40、to nature changes and lands of the company are reserved by Land Reserve Center of Chengde Country 2.Main overseas assets Applicable Not applicable III.Core Competitiveness Analysis Whether the company needs to comply with the disclosure requirements of the particular industry 承德南江股份有限公司 2016 年年度报告全文

41、 10 Yes Real estate industry The Company is comply with the disclosure requirement of“Information Disclosure Guidelines of Shenzhen Stock Exchange No.3-engaged in real estate business for the listed companies”During the reporting period,the companys core competitiveness has not changed.1.Team advant

42、ages.The company has an excellent management team who has an acute sense of market judgment,efficient decision-making and executive capacity,rich management experience,strong adaptability and innovation ability,and is strong backing to protect the companys development and promote the companys strate

43、gic transformation.2.Brand advantages.The company has strictly controlled the quality,built high-quality and high-level residences,established a good corporate image and reputation by precisely positioning the market.3.Location advantage.The Company locastes in Chengde,and adjacent to Beijing and Ti

44、anjin,which has a favorable location under the backgournd of“integration of Beijing-Tianjin-Hebei regions”承德南江股份有限公司 2016 年年度报告全文 11 Section IV.Discussion and Analysis of the Business I.Introduction (I)Situation analysis of the real estate industry during the reporting period In 2016,the real estate

45、 market was like the rising wind and scudding clouds,and experienced a few ups and downs of“overall rise,local overheating,regulation and upgrading,rapid cooling”.Since the central government put forward the“three remove one reduce one supplement”,the governments in many places successively introduc

46、ed the policies such as reducing the down-payment proportion of the first-time house purchase,adjusting the house-purchase tax,reducing the banks benchmark interest rate,etc.,influenced by the continuous slack policy of currency and industry and centralized release of improvement demands,both the vo

47、lume and price of real estate market rose and reached a record high.But with the rapid rise in housing price and land price in hot cities,the policy differentiation became further apparent.On the one hand,the regulatory policies in hot cities continued to tighten,the limitation on purchase and loan

48、and the regulatory measures increased frequently so as to restrain the investment and speculative demand and prevent the market risks;on the other hand,the third-and fourth-tier cities still adhered to the destocking policy,the regional differentiation intensified,industry concentration further impr

49、oved,and the market differentiation became more obvious.During the reporting period,influenced by the“Beijing-Tianjin-Hebei synergetic development”,the value of real estate in areas around Beijing highlighted.In 2016,with the steady promotion of“Beijing-Tianjin-Hebei traffic integration and medical

50、integration”,some cities around Beijing and Hebei ushered in a round of significant rise in housing price,and the local limitations on purchase and loan was also successively introduced.With the saturation of city carrying capacity in Beijing,the continuously high housing prices and strict limitatio