深圳中冠纺织印染股份有限公司2010 年第一季度季度报告全文 1 Shenzhen Victor Onward Textile Industrial Co., Ltd. The First Quarterly Report 2010 §1 Important Notice 1.1 The Board of Directors of the Company hereby guarantees that there are no misstatement, misleading representation or important omissions in this report and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof. 1.2 The financial report of the Company in this quarterly Report period has not been audited. 1.3.Mr. Hu Yongfeng, board chairman and General Manager of the Company, Mr.Zhang Jinliang, Deputy General Manager of the Company, Mr. Ren Chengzheng , Manager of Financial Dept represent and warrant the financial report in this quarterly report is true and complete. §2 Basic Information 2.1 Highlights of Accounting Data and Financial Indicators Unit:RMB At the period-end of this At the period-end of last year Increase /decrease(%) Total assets(RMB) 194,140,183.00 201,318,234.00 -3.57% Owner’s equity attributable to the parent company(RMB) 138,612,190.00 143,058,948.00 -3.11% Stock capital(Share ) 169,142,356.00 169,142,356.00 0.00% Net assets per share attributable to the parent company(RMB/share) 0.82 0.85 -3.53% Amount of current period Amount of the same period in last year Increase /decrease(%) Total turnover(RMB) 1,924,354.00 6,445,026.00 -70.14% Net profit attributable to owners of parent company(RMB) -3,524,663.00 -1,814,716.00 94.23% Net cash flow arising from operating activities(RMB) -639,091.00 -624,750.00 2.30% Net cash flow per share arising from operating activities(RMB/share) 0.00 0.00 0.00% Basic earnings per share(RMB/share) -0.02 -0.01 100.00%深圳中冠纺织印染股份有限公司2010 年第一季度季度报告全文 2 Diluted earnings per share(RMB/share) -0.02 -0.01 100.00% Weighted average return on equity(%) -2.51% -1.41% -1.10% Weighted average return on equity after deducting non-recurring gains and losses(%) -2.51% -1.42% -1.09% Items of non-current gains and losses Year begin to end of report period Other non-operating income and expense other than above-mentioned 60.00 Total 60.00 Explanation on important items of extraordinary gains and losses: . 2.2 Top 10 shareholders and top 10 holders of unconditional shares Unit:Shares Total number of shareholders at the end of report period 11,336 Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Full name of shareholder Amount of tradable shares with unrestricted conditions held at the end of report period Type of shares Union Holding Co., Ltd. 43,141,032 RMB common shares STYLE-SUCCESS LIMITED 24,466,029 Foreign shares placed in domestic exchange Shenzhen Textile (Group)Holdings Ltd 10,385,894 RMB common shares Rich Crown Investment Co., Ltd. 6,114,556 Foreign shares placed in domestic exchange Union Developing Group Co., Ltd. 5,821,089 RMB common shares Shing Ying Chieh 2,438,959 Foreign shares placed in domestic exchange BOCI SECURITIES LIMITED 1,493,276 Foreign shares placed in domestic exchange Bo Haowen 1,200,000 Foreign shares placed in domestic exchange Wang Guangyuan 1,020,050 RMB common shares Xu Qiongying 1,018,172 RMB common shares §3 Significant Events 3.1 Particular about large-margin change of main accounting statement item and financial index and its reason. √ applicable □ not applicable 1.Analysis of the reason for big change of the items of balance sheet of the Company as of the end of the report period. Unit: RMB Items March 31,2010 December 31,2009 Amount of increased / Proportion increased/ Decreased Decreased深圳中冠纺织印染股份有限公司2010 年第一季度季度报告全文 3 Trading financial assets 241,351 171,221 70,130 40.96 Account receivable 1,145,790 2,398,250 -1,252,460 -52.22% Prepayments 34,457 942,126 907,669 -96.34% Other account receivable 359,263 1,227,246 867,983 -70.73% Account payable 2,765,098 4,101,084 1,335,986 -32.58% Advance account received 3,403,883 4,555,433 1,151,550 -25.28% Tradable financial assets increased by RMB 70,000 and 40.96% mainly because the new shares won in IPO subscription were not tradable. Accounts receivable, payment in advance, other receivables, accounts payable and advance collections respectively decreased mainly due to decrease of business. 2.Analysis of the reason for big change of the items of profit statement as of the end of the report period. In the period from January 2010 to March 2010,the company earned operating income of RMB 1.92 million on accumulative basis, which decreased by RMB 4.52 million and 70.14% year on year. Net profit is RMB -3.54 million. compare to the data last year same period, which loss increased by RMB 1.70 million and 91.92%. ⑴Analysis of reason for decrease of operating income: Due to continuous production suspense in the report year. ⑵The main reason for increased of amount of loss: It was affected by continuous production suspense and rectification and accounting for loss from investment in enterprises on equity basis. 3.Analysis of the reason for big change of the items of cash flow statement of the Company in the report period. Unit: RMB Items This period Same period of last year amount of Proportion increased/decreased Increased/ decreased Net cash flows arising form Operating activities -639,091 -624,750 -14,341 2.30% Net cash flows from investing activities -96,282 -34,347 -61,935 180.32% Net cash flows from financing activities 0 0 0 0 The influence of change in exchange rate Cash and cash equivalents -47,028 16,280 -63,308 -388.87% Net increase of cash and cash equivalents -782,401 -642,817 -139,584 21.71% ⑴At the end of the report period, net increase in cash and cash equivalents decreased by RMB 10,000 year on year; ⑵In the report period, Net cash flows from investing activities decreased by RMB 60,000 year on year; ⑶At the end of the report period, There were no net cash flows from financing activities in the report period and the same period of previous year; ⑷At the end of the report period, the influence of change in exchange rate on cash and cash equivalents decreased by RMB 60,000 year on year; ⑸At the end of the report period, net increase in cash and cash equivalents decreased by RMB 0.14 million year on year. 3.2 The progress of significant events and influence, as well as the analysis and explanation on resolving proposal. √ applicable □ not applicable Since March 2007, Shenzhen Victor Onward Textile Industrial Co., Ltd. stopped production and dismissed most of workers. The company currently only had some agent import and export business and house leasing business. Except that the Shenzhen East Asia Company was operating normally, the main subsidiary controlled by the company had stopped the operation and were depending on house lease to maintain. In 2007 the company intended to invest part of machineries and equipments to Nanjing East Asia Textile Printing & Dyeing Co., Ltd. But due to the reasons of the joint venture party and the prospect change in the industry, the construction project for the Nanjing Factory plan was delayed.深圳中冠纺织印染股份有限公司2010 年第一季度季度报告全文 4 The company mainly made efforts to promote the transfer of printing and dyeing mill project, the company will strengthen construction direction coordination work,in order to carry out the transfer project as soon as possible. 3.3 The fulfillment of the commitment made by the Company , shareholders and the actual controller □ applicable √not applicable 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason. √Applicable □ Not applicable Forenotice of earnings Carry-back of losses Year beginning to end of next report period Same period of the previous year Increase or decrease% Estimated amount of accumulative net profit(RMB’0000) 500.00 -127.00 Increase -493.70% Basic earnings per shares (Yuan/share) 0.03 -0.01 increase -400.00% Notes to forenotice of earnings Due to sales realization of real estate projects of Zhejiang Union Hangzhou Bay Ventures Co., Ltd. accounted for on equity basis, the accumulative net profit for the period from January 2010 to June 2010 is estimated to be about RMB 4 million to RMB 6 million. 3.5 Major events needs to be explained 3.5.1 Investment in securities √applicable □not applicable Unit:RMB No Stock type Stock code Stock abbreviation Initial investment amount(Yuan) Holding quantity(Shar e) Book values at the end of period(RMB) Percentage of total investment in this stock at the end or period(%) Profit and loss during the report period(RMB) 1 Hongkong H 178 Shasha International 9,052.00 2,000.00 10,656.00 4.42% 1,604.00 2 Hongkong H 560 Chukong Shipping 6,709.00 6,000.00 10,445.00 4.33% 3,736.00 3 Hongkong H 604 Shenzhen Holding 69,750.00 24,000.00 60,770.00 25.18% -8,980.00 4 Shenzhen A 002328 Xinpeng 9,690.00 500.00 0.00 0.00% 2,332.00 5 Shaighai A 601117 China National chemical 76,020.00 14,000.00 0.00 0.00% 2,052.00 6 Shanghai A 601179 China XD 0.00 17,000.00 134,300.00 55.65% 0.00深圳中冠纺织印染股份有限公司2010 年第一季度季度报告全文 5 7 Shenzhen A 002386 YIBIN TIANYUAN 0.00 500.00 7,680.00 3.18% 0.00 8 Shenzhen A 002385 Beijing Dabeinong 0.00 500.00 17,500.00 7.25% 0.00 Other securities investment held at the end of the period 0.00 - 0.00 0.00% 0.00 Gain and loss from investment in securities already sold in the report period - - - - 73,709.00 Total 171,221.00 - 241,351.00 100% 74,453.00 Explanation Investment in securities : Changes of securities investment are the purchases and sales of new shares won in IPO subscription. 3.5.2 Reception of investigations , communications , or interviews Reception Place Mode Object Discussion issue and offered information February 1, 2010 Office of board secretary of the Company Telephone Individual shareholder To learn about the Company’s operating status, To learn about the progress of investment projects March 1,2009 Office of board secretary of the Company Telephone Individual shareholder To learn about whether the Company has a reorganization plan March 4, 2009 Office of board secretary of the Company Sport investigation Individual shareholder To learn about the Company’s operating status 3.5.3 Explanation or other significant events □applicable √ not applicable 3.6 Derivative Investment □applicable √ not applicable 3.6.1 Particulars about derivatives investment held at the end of report period □applicable √ not applicable §4 Appendix 4.1 Balance sheet Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. March31, 2010 Unit:RMB Year-end balance Year-beginning balance Items Consolidated Parent company Consolidated Parent company Current asset: Monetary fund 55,323,225.00 24,754,872.00 56,105,626.00 24,960,502.00 Settlement provision Outgoing call loan深圳中冠纺织印染股份有限公司2010 年第一季度季度报告全文 6 Trading financial assets 241,351.00 159,480.00 171,221.00 85,725.00 Bill receivable Account receivable 1,145,790.00 2,398,250.00 488,528.00 Prepayments 34,457.00 942,126.00 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 5,480.00 Dividend receivable Other account receivable 359,263.00 79,355,255.00 1,227,246.00 81,416,712.00 Repurchasing of financial assets Inventories 941,962.00 443,901.00 856,553.00 444,557.00 Non-current asset due in 1 year Other current asset Total of current assets 58,046,048.00 104,713,508.00 61,706,502.00 107,396,024.00 Non-current assets: Loans and payment on other’s behalf disbursed Disposable financial asset 302,656.00 309,399.00 Expired investment in possess Long-term receivable Long term share equity investment 65,886,147.00 41,256,195.00 68,427,751.00 41,317,197.00 Property investment 43,533,577.00 6,493,933.00 44,445,185.00 6,595,088.00 Fixed assets 18,668,595.00 14,844,235.00 18,772,745.00 14,867,709.00 Construction in progress Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets 2,172,643.00 2,172,643.00 2,117,958.00 2,117,958.00 R & D petrol Goodwill 5,530,517.00 5,538,694.00 Long-germ expenses to be amortized Differed income tax asset Other non-current asset Total of non-current assets 136,094,135.00 64,767,006.00 139,611,732.00 64,897,952.00 Total of assets 194,140,183.00 169,480,514.00 201,318,234.00 172,293,976.00 Current liabilities深圳中冠纺织印染股份有限公司2010 年第一季度季度报告全文 7 Short-term loans Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Bill payable Account payable 2,765,098.00 116,653.00 4,101,084.00 1,793,753.00 Advance account received 3,403,883.00 2,297,489.00 4,555,433.00 3,448,961.00 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 466,782.00 446,804.00 559,967.00 559,967.00 Tax payable 2,943,886.00 1,832,142.00 2,519,063.00 1,192,456.00 Interest payable Dividend payable Other account payable 30,080,507.00 657,962.00 30,926,067.00 652,984.00 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year Other current liability 2,795,309.00 1,141,219.00 2,460,013.00 1,139,376.00 Total of current liability 42,455,465.00 6,492,269.00 45,121,627.00 8,787,497.00 Non-current liabilities: Long-term loan 1,497,783.00 1,534,300.00 Bond payable Long-term payable 9,203,955.00 9,217,564.00 Special payable 907,497.00 907,497.00 908,839.00 908,839.00 Expected liabilities Differed income tax liability 967,438.00 4,288,266.00 968,868.00 4,294,606.00 Other non-current liabilities Total of non-current liabilities 12,576,673.00 5,195,763.00 12,629,571.00 5,203,445.00 Total of liability 55,032,138.00 11,688,032.00 57,751,198.00 13,990,942.00 Owners’ equity Share capital 169,142,356.00 169,142,356.00 169,142,356.00 169,142,356.00深圳中冠纺织印染股份有限公司2010 年第一季度季度报告全文 8 Capital reserves 39,290,818.00 31,606,598.00 39,297,104.00 31,606,598.00 Less:Shares in stock Special Reserve Surplus reserves 26,704,791.00 26,309,287.00 26,704,791.00 26,309,287.00 Common risk provision Undistributed profit -106,292,604.00 -76,804,684.00 -102,767,941.00 -76,527,638.00 Different of foreign currency translation 9,766,829.00 7,538,925.00 10,682,638.00 7,772,431.00 Total of owner’s equity belong to the parent company 138,612,190.00 157,792,482.00 143,058,948.00 158,303,034.00 Minor shareholders’ equity 495,855.00 508,088.00 Total of owners’ equity 139,108,045.00 157,792,482.00 143,567,036.00 158,303,034.00 Total of liabilities and owners’ equity 194,140,183.00 169,480,514.00 201,318,234.00 172,293,976.00 4.2 Profit statement Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. January-March 2010 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I.Total operating income 1,924,354.00 182,867.00 6,445,026.00 2,527,972.00 Including:Operating income 1,924,354.00 182,867.00 6,445,026.00 2,527,972.00 Interest income Insurance gained Commission charge and commission income II.Total operating cost 3,539,513.00 537,997.00 7,756,674.00 2,429,523.00 Including:Operating cost 1,625,230.00 -407,845.00 4,404,659.00 1,472,917.00 Interest expense Commission chare 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 857.00 Sales expenses 244,011.00 799,222.00 Administration expenses 1,973,276.00 1,560,553.00 2,276,214.00 1,211,719.00 Financial expenses -303,861.00 -614,711.00 276,579.00 -255,113.00 Losses of devaluation of assets Add :Changing income of fair value -3,502.00 12,378.00深圳中冠纺织印染股份有限公司2010 年第一季度季度报告全文 9 Investment income -1,924,817.00 78,084.00 -549,183.00 Including:Investment income on affiliate company and joint venture Exchange income III. Operating profit -3,543,478.00 -277,046.00 -1,848,453.00 98,449.00 Add :Non-operating income 2,339.00 Less:Non-operating expense 60.00 220.00 Including :Disposal loss of non-current assets IV. Total profit -3,543,538.00 -277,046.00 -1,846,334.00 98,449.00 Less:Income tax V. Net profit -3,543,538.00 -277,046.00 -1,846,334.00 98,449.00 Net profit attributable to owner’s equity of parent company -3,524,663.00 -277,046.00 -1,814,716.00 98,449.00 Minority shareholders’ gains and losses -18,875.00 -31,618.00 VI. Earnings per share (i)Basic earnings per share -0.02 -0.01 (ii)Diluted earnings per share -0.02 -0.01 VII. Other comprehensive income 0.00 0.00 0.00 0.00 VIII. Total comprehensive income -3,543,538.00 -277,046.00 -1,846,334.00 98,449.00 Total comprehensive income attributable to the owner of the parent company -3,543,538.00 -277,046.00 -1,846,334.00 98,449.00 Total comprehensive income attributable minority shareholders 0.00 0.00 0.00 0.00 4.3 Cash flow statement Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. January-March 2010 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I.Cash flows from operating activities Cash received from sales of goods or rending of services 3,890,104.00 2,308,306.00 5,963,391.00 2,092,610.00 Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter-bank loans from other financial bodies Cash received against original insurance contract Net cash received from reinsurance business深圳中冠纺织印染股份有限公司2010 年第一季度季度报告全文 10 Net increase of client deposit and investment Net increase of trade financial asset disposal 171,819.00 171,819.00 Cash received as interest, processing fee and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax returned 175,182.00 106,115.00 541,172.00 283,836.00 Other cash received from business operation 414,364.00 111,121.00 2,047,725.00 1,067,280.00 Sub-total of cash inflow 4,651,469.00 2,697,361.00 8,552,288.00 3,443,726.00 Cash paid for purchasing of merchandise and services 2,051,814.00 1,051,700.00 4,208,776.00 2,504,075.00 Net increase of client trade and advance Net increase of savings central bank and brother company Cash paid for original contract claim Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid for staffs 986,618.00 565,612.00 966,398.00 430,303.00 Taxes paid 424,991.00 165,731.00 393,816.00 174,716.00 Other cash paid for business activities 1,827,137.00 1,061,133.00 3,608,048.00 675,354.00 Sub-total of cash outflow from business activities 5,290,560.00 2,844,176.00 9,177,038.00 3,784,448.00 Cash flow generated by business operation, net -639,091.00 -146,815.00 -624,750.00 -340,722.00 II.Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains Net cash retrieved from disposal of fixed assets, intangible assets, and other深圳中冠纺织印染股份有限公司2010 年第一季度季度报告全文 11 long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received Sub-total of cash inflow due to investment activities Cash paid for construction of fixed assets, intangible assets and other long-term assets 96,282.00 56,658.00 34,347.00 Cash paid as investment Net increase of loan against pledge Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to investment activities 96,282.00 56,658.00 34,347.00 Net cash flow generated by investment -96,282.00 -56,658.00 -34,347.00 III.Cash flow generated by financing Cash received as investment Incl: Cash received as investment from minor shareholders Cash received as loans Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from financing activities Cash to repay debts Cash paid as dividend, profit, or interests Incl: Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities Sub-total of cash outflow due to financing activities Net cash flow generated by深圳中冠纺织印染股份有限公司2010 年第一季度季度报告全文 12 financing IV.Influence of exchange rate alternation on cash and cash equivalents -47,028.00 -2,157.00 16,280.00 13,937.00 V.Net increase of cash and cash equivalents -782,401.00 -205,630.00 -642,817.00 -326,785.00 Add: balance of cash and cash equivalents at the beginning of term 56,105,626.00 24,960,502.00 61,368,428.00 30,750,018.00 VI .Balance of cash and cash equivalents at the end of term 55,323,225.00 24,754,872.00 60,725,611.00 30,423,233.00 4.4 Auditor’ report Auditor’s opinions: Not audited The Board of Directors of Shenzhen Victor Onward Textile Industrial Co., Ltd. April 26, 2010