深圳中冠纺织印染股份有限公司 2012 年度报告全文 深圳中冠纺织印染股份有限公司 Shenzhen Victor Onward Textile Industrial Co., Ltd. 2012 Annual Report April 2013 1 深圳中冠纺织印染股份有限公司 2012 年度报告全文 I. Important Notice, Table of Contents and Definitions The Board of Directors ,Supervisory Committee, all directors, supervisors and senior executives 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. Mr.Hu Yongfeng, The Company leader, Mr. Zhang Jinliang, Chief financial officer and the Mr..Ren Changzheng, the person in charge of the accounting department (the person in charge of the accounting )hereby confirm the authenticity and completeness of the financial report enclosed in this annual report. All the directors attended the board meeting for reviewing the Annual Report. The Company has no plan of cash dividends carried out, bonus issued and capitalizing of common reserves either. This report is written respectively in Chinese and in English. In the event of any discrepancy between the two above-mentioned versions,the Chinese version shall prevail. 2 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Table of Contents 2012 Annual Report I..Important Notice, Table of contents and Definitions II. Basic Information of the Company III. Summary of Accounting Highlights and Business Highlights IV. Report of the Board of Directors V. Important Events VI. Change of share capital and shareholding of Principal Shareholders VII. Information about Directors, Supervisors and Senior Executives VIII. Administrative structure IX. Internal Control X. Financial Report XI. Documents available for inspection 3 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Definition Refers Terms to be defined Definition to Refers Company/The Company/ Shenzhen Victor Onward Textile Industrial Co., Ltd. to Refers Company Law Company Law of the People‘s Republic of China to Refers Securities Law Securities Law of the People‘s Republic of China to Refers ―CSRC‖ China Securities Regulatory Commission to 4 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Indication of major risks Information Disclosure media appointed by the Company are: Securities Times, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn),Investors are advised to pay attention to investment risks. 5 深圳中冠纺织印染股份有限公司 2012 年度报告全文 II. Basic Information of the Company 1. Company Information ST Shen Victor Onward A, Stock abbreviation Stock code: 000018、200018 ST Shen Victor Onward B Stock exchange for Shenzhen Stock Exchange listing: Name in Chinese 深圳中冠纺织印染股份有限公司 Chinese Abbreviation 中冠 English name (If any) Shenzhen Victor Onward Textile Industrial Co., Ltd English abbreviation (If any) VICTOR ONWARD Legal Representative Hu Yongfeng Registered address 26 Kuipeng Road, Kuiyong Town, Longgang District, Shenzhen Postal code of the Registered 518119 Address Office Address 26 Kuipeng Road, Kuiyong Town, Longgang District, Shenzhen Postal code of the office 518119 address Internet Web Site http://www.chinaszvo.com E-mail szvo@chinaszvo.com 2. Contact person and contact manner Board secretary Securities affairs Representative Name Zhang Jinliang Wu Xia Room 1308, Hualiang Building, No.2008 Room 1308, Hualiang Building, No.2008 Contact address Shennan Zhong Road, Shenzhen Shennan Zhong Road, Shenzhen Tel (755)83668425 (755)83667895 Fax (755)83668427 (755)83668427 E-mail zhangjl@udcgroup.com wux@udcgroup.com 3. Information disclosure and placed 6 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Newspapers selected by the Company for Securities Times and Hongkong Commercial Daily. information disclosure Internet website designated by CSRC for http: // www.cninfo. com. cn publishing the Annual report of the Company The place where the Annual report is prepared and Room 1308, Hualiang Building, No.2008 Shennan Zhong Road, Shenzhen placed 4.Changes in Registration Number of Date of Authority Business License Taxation Organization Registration Registered with of Enterprise as Registration No.: Code Legal Person Initial registration April 1, 1984 Shenzhen 440301501131182 440301618801483 61880148=3 Registration at the end of the reporting November 9, 1991 Shenzhen 440301501131182 440301618801483 61880148=3 period Changes in principal business activities No Changes since listing (if any) Changes is the controlling shareholder in No Changes the past (is any) V. Other Relevant Information CPAs engaged Name of the CPAs Shinewing Certified Public Accountants Office address: 10/F,A Unit, Lianhe Plaza, Futian District, Shenzhen, China Names of the Certified Public Zhang Weijian, Xia Wei Accountants as the signatories The sponsor performing persist ant supervision duties engaged by the Company in the reporting period. □ Applicable√ Not applicable The Financial advisor performing persist ant supervision duties engaged by the Company in the reporting period □ Applicable√ Not applicable III. Summary of Accounting Highlights and Business Highlights 7 深圳中冠纺织印染股份有限公司 2012 年度报告全文 I.Summary of accounting /Financial Data May the Company make retroactive adjustment or restatement of the accounting data of the previous years due to change of the accounting policy and correction of accounting errors. □ Yes √ No Changed over last year 2012 2011 2010 (%) Operating Gross income(RMB) 11,095,669.00 9,850,484.00 12.64% 9,351,110.00 Net profit attributable to the shareholders of the listed company -247,331.00 -17,361,593.00 -98.58% 4,102,924.00 (RMB) Net profit after deducting of non-recurring gain/loss attributable 300,041.00 -17,375,777.00 -101.73% 3,864,424.00 to the shareholders of listed company(RMB) Cash flow generated by business -384,418.00 4,202,430.00 -109.15% 237,582.00 operation, net(RMB) Basic earning per 0 -0.1 -100% 0.02 share(RMB/Share) Diluted gains per 0 -0.1 -100% 0.02 share(RMB/Share)(RMB/Share) Net asset earning ratio(%) -0.21% -12.93% 12.72% 2.8% End of End of Changed over last End Of 2012 2011 year(%) 2010 Gross assets(RMB) 172,002,557.00 172,238,794.00 -0.14% 195,732,419.00 Shareholders‘ equity attributable to shareholders of the listed company 118,852,391.00 119,047,096.00 -0.16% 142,929,499.00 (RMB) (II)The differences between domestic and international accounting standards 1.Simultaneously pursuant to both Chinese accounting standards and international accounting standards disclosed in the financial reports of differences in net income and net assets. Unit:RMB Net profit attributable to the shareholders Net Assets attributable to the of the listed company shareholders of the listed company Amount in the Amount in the End of the reporting Beginning of the reporting period previous period period reporting period 8 深圳中冠纺织印染股份有限公司 2012 年度报告全文 According to CAS -247,331.00 -17,361,593.00 118,852,391.00 119,047,096.00 Items and amount adjusted according to CAS and IAS Switch back the part of Hong Kong house 110,363.00 113,086.00 -5,298,751.00 -6,626,459.00 property assessment in accordance with IAS Pursuant to overseas -136,968.00 -17,248,507.00 113,553,640.00 -112,420,637.00 accounting standards 2. Difference in Net profit and net Assets in the Financial Report as Disclosed Respectively according to the Accounting standards Outside Mainland China and the Chinese Accounting Standards. Unit:RMB Net profit attributable to the shareholders Net Assets attributable to the of the listed company shareholders of the listed company Amount in the Amount in the End of the reporting Beginning of the reporting period previous period period reporting period According to CAS -247,331.00 -17,361,593.00 118,852,391.00 119,047,096.00 Items and amount adjusted according to CAS and IAS Switch back the part of Hong Kong house property 110,363.00 113,086.00 -5,298,751.00 -6,626,459.00 assessment in accordance with IAS Pursuant to overseas -136,968.00 -17,248,507.00 113,553,640.00 -112,420,637.00 accounting standards 3.Note to the Difference in the Accounting Data based on the Accounting Standards of CAS and IAS. The influence of appreciation through appraisal of workshop and 2 parking spaces in Hong Kong in 1992. (III)Items and amount of deducted non-current gains and losses Unit:RMB Items Amount (2012) Amount (2011) Amount(2010) Notes Non-current asset disposal gain/loss(including the write-off part 5,174.00 -522.00 -39,237.00 for which assets impairment provision is made) Except the effective hedge business 6,045.00 13,965.00 257,537.00 9 深圳中冠纺织印染股份有限公司 2012 年度报告全文 related to the normal operation business of the Company, the profit and loss in the changes of fair values caused by the holding of tradable financial assets and tradable financial liabilities as well as the investment returns in disposal of tradable financial assets, tradable financial liabilities and saleable financial assets Other non-operating income and expenditure beside for the above -558,591.00 741.00 38,860.00 items Amount of influence of minority 18,660.00 interests(After tax) Total -547,372.00 14,184.00 238,500.00 -- For the Company‘s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on information disclosure for Companies Offering their Securities to the Public-Non-recurring Gains and Losses and its non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on information Disclosure for Companies offering their securities to the public-non-recurring Gains and losses which have been defined as recurring gains and losses, it is necessary to explain the reason. □ Applicable√ Not applicable IV. Report of the Board of Directors I. General In the report period, the printing and dyeing mill of the Company in Shenzhen continued production suspense while the parent company and five subsidiaries continued the suspension of printing and dyeing business due to the production suspense of the printing and dyeing mill. The parent company, Nanhua Company and Hong Kong Company maintained daily operation through property lease. The other three subsidiaries had suspended business. The Company planned to invest in the joint venture project of Nanjing East Asia Textile Printing and Dyeing Co., Ltd. with partial machinery and equipment. Due to change of foundation of joint venture and prospect of the industry, the capital increase was not completed. In the report year, the income from house rent was the main part of net inflow of cash and the source of income from main operation. 10 深圳中冠纺织印染股份有限公司 2012 年度报告全文 II. Analysis on principal Business 1.General In 2012, the textile, printing and dyeing business of the head office and controlled subsidiaries of the Company did not recover and continued to be suspended for rectification. The Company leased its idle properties and carried out domestic trade of textile products on a small scale. Progress of development strategy and operation plans in this period that are disclosed by the company in the previous annual reports. The Company plans to invest in Nanjing East Asia Textile Printing and Dyeing Co., Ltd. with part of machinery and equipment, Due to the reason on the side of the other party of joint venture and change of industry prospect, the replenishment cannot be fulfilled and need court proceedings. Reasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year disclosed □ Applicable√ Not applicable 2. Revenue Notes: Scope of key business :Production and sales of textile products, necessary raw materials, auxiliary materials, various fabrics and garments and provision of relevant services. In 2012, the total income from main operation was RMB 11.09 million, including rent income was RMB 9.82 million , Textile trade income was RMB 1.27 million. Is the income from sales in kind greater than the service income? □ Yes √ No Significant orders in hand □ Applicable√ Not applicable Significant change in or adjustment of the products or services in the reporting period: □ Applicable√ Not applicable Main customers Total sales amount to top 5 customers (RMB) 9,364,596.00 Proportion of sales to top 5 customers in the 84.4% annual sales(%) Information of the Company‘s top 5 customers 11 深圳中冠纺织印染股份有限公司 2012 年度报告全文 √ Applicable □ Not applicable No Name Amount of sales Proportion(%) Shenzhen Jinrongyuan Development Co., 1 5,640,000.00 50.83% Ltd. 2 Zhejiang Helan Industry Co., Ltd. 1,266,777.00 11.42% 3 SCSExpress International Limited 996,960.00 8.99% 4 CVA HOLDING 860,859.00 7.76% Shenzhen Hebainian Investment 5 600,000.00 5.41% Development Co., Ltd. Total —— 9,364,596.00 84.4% 3.Costs Classification of sectors Unit:RMB 2012 2011 Classification Proportion in Proportion in Increase/Decre Items of sectors Amount operation Amount operation costs ase(%) costs(5( (% Textile 1,248,550.00 23.06% 0.00 0% Industry Leasing 4,164,806.00 76.94% 4,269,140.00 100% -2.44% Industry Classification of products Unit:RMB 2012 2011 Classification of products Proportion in Proportion in Increase/Decre Items Amount operation Amount operation ase(%) costs(%) costs(%) Textile 1,248,550.00 23.06% 0% Lease 4,164,806.00 76.94% 4,269,140.00 100% -2.44% Notes Principal suppliers Total sales volume of top 5 clients (RMB) 0.00 Percentage of total sales volume of top 5 clients in total 0% annual sales volume (%) 12 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Information about the top 5 suppliers □ Applicable√ Not applicable 3.Expenses The financial expenses for 2012 were RMB - 444,174, which decreased by RMB 760,375 and 240.47% over those for 2011 (RMB 316,201) mainly due to deposit interest income and exchange gains and losses. 5.R& D Expenses N/A. 6.Cash Flow Unit:RMB Items 2012 2011 Increase/Decrease(%) Subtotal of cash flow received from operation 13,498,118.00 15,549,000.00 -13.19% activities Subtotal of cash flow paid 13,882,536.00 11,346,570.00 22.35% for operating activities Net cash flow arising from -384,418.00 4,202,430.00 -109.15% operating activities Subtotal of investment 30,000.00 106,751.00 -71.9% activity cash inflows Subtotal of investment 690,127.00 18,535.00 3,623.37% activity cash outflows Net cash flow arising from -660,127.00 88,216.00 -848.31% investment activities Subtotal of fund raising 126,343.00 129,462.00 -2.41% activity cash outflows Net cash flow arising from -126,343.00 -129,462.00 -2.41% raising activities Net increase in cash and -1,172,054.00 1,612,703.00 -172.68% cash equivalents Notes to the year-on-year change of the relevant data by over 30% √Applicable □Not applicable Net cash flows from operating activities were RMB -384,418, which decreased by 109.15% over the previous year (RMB 4,202,430) mainly due to receipt of bills receivable of RMB 1.5 million as payment for goods in the current year and no recovery of house rent for the previous year in arrears in the current year (which 13 深圳中冠纺织印染股份有限公司 2012 年度报告全文 occurred to Nanhua in 2011). Net cash flows from investing activities were RMB - 660,127, which decreased by 848.31% over the previous year (RMB 88,216)mainly due to the Company's purchase of fixed assets in the current year. Notes to the big difference between cash flow from operating activities and net profit in the reporting year □ Applicable√ Not applicable III. Composition of principal businesses Unit:RMB Increase/decrea Increase/decrea Increase/decrea se of principal se of gross se of reverse in business cost profit rate over Operating Gross profit the same operating costs over the same the same revenue rate(%) period of the period of period of the previous previous year previous year year(%) (%) (%) Industry Textile 1,266,777.00 1,248,550.00 1.44% 1.44% Industry Lease Industry 9,828,892.00 4,164,806.00 57.63% -0.22% -2.44% 0.98% Product Sales of viscose staple 1,266,777.00 1,248,550.00 1.44% 1.44% fiber Rent 9,828,892.00 4,164,806.00 57.63% -0.22% -2.44% 0.98% District Domestic 9,482,107.00 4,261,720.00 55.06% 17.5% 37.86% -6.65% Hong Kong 1,613,562.00 1,151,636.00 28.63% -9.35% -2.41% -5.08% Under the circumstance that the statistic specifications for the Company‘s principal business data experienced adjustment in the reporting period, the principal business data upon adjustment of the statistic specifications at the end of the reporting period in the latest year. □ Applicable√ Not applicable IV. Analysis on Assets and Liabilities 1.Significant Change in assets Unit:RMB 14 深圳中冠纺织印染股份有限公司 2012 年度报告全文 End of 2012 End of 2011 Proportio n Proportion in Proportion in increase/d Notes to the significant change Amount the total Amount the total ecrease assets(%) assets(%) (%) 52,227,262.0 53,399,316.0 Monetary fund 30.36% 31% -0.64% 0 0 Accounts 744,712.00 0.43% 744,712.00 0.43% 0% receivable Inventories 101,536.00 0.06% 162,457.00 0.09% -0.03% Investment 31,041,484.0 34,373,451.0 based real 18.05% 19.96% -1.91% 0 0 estate Long-term 65,784,312.0 63,192,614.0 equity 38.25% 36.69% 1.56% 0 0 investment 12,416,459.0 12,070,406.0 Fixed assets 7.22% 7.01% 0.21% 0 0 Trading Decrease due to the Company’ 68,900.00 0.04% financial assets sales of stocks it held In the report year, the sales of Bill receivable 1,500,000.00 0.87% 0.87% viscose staple fiber were settled by using bills. Increase due to uncompleted prepayment of decoration Prepayments 176,443.00 0.1% 27,548.00 0.02% -0.08% expenses by Victor Onward Hong Kong, a subsidiary of the Company, in the report year. Decrease due to provision for Inventories 101,536.00 0.06% 162,457.00 0.09% -0.03% diminution in value of inventories in the report year. 2.Significant Change in Liabilities Unit:RMB 2012 2011 Proporti on Proportion Proportion Notes to the significant change Amount Amount increase in the total in the total /decreas 15 深圳中冠纺织印染股份有限公司 2012 年度报告全文 assets (%) assets (%) e(%) Long-term 1,033,936.00 0.6% 1,160,011.00 0.67% -0.07% loan Due to non-payment of unpaid Employees‘ 766,680.00 0.45% 590,220.00 0.34% 0.11% remuneration for the board of wage payable directors at the end of the period. 3.Assets and liabilities Measured with Fair value Unit:RMB Gain/loss on Cumulative Amount at Impairment Purchased Sold amount fair value fair value provisions in amount in in the Amount at Item year change in the change the reporting the reporting reporting reporting recorded into year end beginning period period period period equity Financial assets 1.Financial assets measured by fair value, and its changes are reckoned in 68,900.00 -68,900.00 current gains/losses( not including derivative financial asset) 3.Financial assets 703,055.00 48,487.00 751,542.00 available for sales Aforementio 771,955.00 -68,900.00 48,487.00 0.00 751,542.00 ned total Financial 0.00 0.00 0.00 0.00 0.00 liabilities Did great change take place in measurement of the principal assets in the reporting period ? □ Yes √ No 16 深圳中冠纺织印染股份有限公司 2012 年度报告全文 V. Analysis on core Competitiveness N/A. VI. Analysis on investment Status 1. External Equity investment (1)External investment External investment Investment Amount in 2012(RMB) Investment Amount in 2011(RMB) Change rate 0.00 0.00 0.00 Particulars of investees Proportion in the investees‘ equity Companies Principal business (%) Zhejiang Union Hangzhou Bay Real estate 25% Chuangye Co., Ltd. (2)Holding of the equity in financial enterprises Number Sharehol Sharehol Number Book of shares ding ding of shares balance Gain. held at proportio proportio Initial held at at the loss of the n at the n at the Sauce of Company Company Investme the end end of the Accounti beginnin beginnin end of the Name type nt cost of the the reporting ng items g of the g of the the shares (RMB) reporting reporting period reporting reporting reporting period(sh period (RMB) period period period(% ares) (RMB) (shares) (%) ) Total 0.00 0 -- 0 -- 0.00 0.00 -- -- (3)Investment in Securities Number Shareho Number Shareho Book of lding of lding balance Gain. Initial shares proporti shares proporti at the loss of Short investm Account Sauce Security Security held at on at the held at on at the end of the form of ent ing of the category code the beginnin the end end of the reportin security cost(RM items shares beginnin g of the of the the reportin g period B) g of the reportin reportin reportin g period (RMB) reportin g g period g (RMB) 17 深圳中冠纺织印染股份有限公司 2012 年度报告全文 g period( (shares) period( period(s %) %) hares) Winovel 31,000.0 -11,640. Stock 601558 2,000 0% 0 0% 0.00 Buy Wind 0 00 Semir 37,900.0 -18,817. Stock 002563 1,000 0% 0 0% 0.00 Buy Garment 0 00 Boya Bio-phar Stock 300294 0.00 0 0% 0 0% 0.00 8,755.00 Buy maceutic al Stock 002662 WKW 0.00 0 0% 0 0% 0.00 568.00 Buy Other securities investment 0.00 0 -- 0 -- 0.00 0.00 -- -- held at the end of the period 68,900.0 -21,134. Total 3,000 -- 0 -- 0.00 -- -- 0 00 Notes to holding of the equity in other listed companies 2.Entrusted Financing , investment in derivative products and entrusted loan (1)Entrusted Financing Unit:RMB‘0000 Amount Amount Starting Expiry Method Has the of the Actual of the date of date of for statutory Provisio principa income Income Related Trustee‘ entruste entruste entruste determi procedu n for Associat l in the actually transacti s Name d d d ning the res been impairm ion actually reportin obtained on(Y.N) financin financin financin remuner gone ent recovere g period g g g ation through d Total 0 -- -- -- 0 0 0 -- 0 -- -- Overdue unreceived principal and 0 accumulated earnings amount Notes (2)Investment in derivatives Position of derivatives invested at the End of the Report Period □ Applicable√ Not applicable Notes: 18 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (3)Entrusted loan Unit:RMB‘0000 Countermeas ures against Exhibition the risks of Application Is it a period, exhibition Prospective Guarantor or of the loan related Amount Interest rate overdue or period, borrower collateral by the party contentious overdue borrower matter period or contentious matter Total -- 0 -- -- -- -- -- Notes 3.Application of the Raised capital (1)General application of the raised capital Unit:RMB‘0000 Total amount of the raised capital 0 Total raised capital invested in the report period 0 Total accumulative raised capital invested 0 Amount of raised capital of which the purpose 0 was changed in the report period Accumulative amount of raised capital of 0 which the purpose has been changed Proportion of raised capital of which the 0% purpose has been changed (%) Notes to use of raised capital (2)Promised projects of raised capital Unit:RMB‘0000 Project Total Total Amount Accumu Investm Date Benefit Has the Has any Committed changed raised investm invested lated ent when realized predicte material investment projects (includi capital ent after in the amount progress the in the d result change and investment ng invested adjustm reportin invested ended project reportin be taken 19 深圳中冠纺织印染股份有限公司 2012 年度报告全文 partial as ent (1) g period at the the has g period realized place in change) committ end of reportin reached feasibili ed the g the ty reportin period( predicte g %)(3)=( d period(2 2)(1) applicab ) le status Committed investment projects Subtotal of committed -- 0 0 0 0 -- -- 0 -- -- investment projects Investment of excessive raised capital Investment of excessive raised capital Repayment of bank -- 0 0 0 0 0% -- -- -- -- loan(If any) Replenishing the working capital (If -- 0 0 0 0 0% -- -- -- -- any) Subtotal of intended investment with -- 0 0 0 0 -- -- 0 -- -- unbooked proceeds Total -- 0 0 0 0 -- -- 0 -- -- Analysis For Failure To Reach The Planned . Schedule And Earnings(Specific Projects) Notes to significant change in feasibility . of the project mount, application Not applicable and application progress of the . unbooked proceeds About the change of Not applicable the implementation site of the projects . invested with the proceeds Adjustment of the Not applicable 20 深圳中冠纺织印染股份有限公司 2012 年度报告全文 implementation way of investment . funded by raised capital About the initial Not applicable investment in the projects planned to be invested with the . proceeds and the replacement Using the idle Not applicable proceeds to supplement the . working capital on temporary basis Balance of the Not applicable proceeds in process of project . implementation and the cause About application and status of the . proceeds unused Problems existing in application of the proceeds and the . information disclosure or other issues (3)Change of the Projects invested with the Raised Capital Unit:RMB;0000 Date Total Accumula Has any Investmen when the Correspon raised Amount ted material t progress project Benefit ding capital actually amount Has the change Projects ended the has realized in projects invested invested invested predicted taken after reporting reached the for in the in the at the end result be place in change period(%) the reporting undertakin projects reporting of the realized feasibility (3)=(2)/(1 predicted period g after period reporting after the ) applicable change(1) period(2) change status 21 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Total -- 0 0 0 -- -- 0 -- -- Changing reason, decision procedure and statement of . disclosure(In specific project) Situation about not coming up to schemed progress or expected . revenue and the reason(In specific project) Explanation on great changes of feasibility of project after . changed 4.Analysis on principal subsidiaries and Mutual Shareholding Companies Particulars about the principal subsidiaries and Mutual shareholding companies Leading Sectors Total Operatin Company Company products Registere Net assets Tumover Net Profit engaged assets(RM g profit Name type and d capital (RMB) (RMB) (RMB) in B) (RMB) services Hong Kong Textile Textile 2,400,002 115,059,8 44,366,66 1,613,561 2,282,40 2,348,602.0 Victor Subsidiary industry trade (HKD) 89.00 2.00 .00 9.00 0 Onward Co.Ltd Textile Nanhua Textile Printing 85,494,70 28,021,87 -17,950,1 6,647,443 380,128. Subsidiary 380,128.00 Company industry and 0(HKD) 7.00 42.00 .00 00 dyeing Particulars about the principal subsidiaries and Mutual holding companies Acquirement and disposal of subsidiaries in the Reporting period □ Applicable√ Not applicable 5.Projects invested with the non-raised capital Unit:RMB‘0000 Amount accumulatively Amount invested in Name Total investment invested up to the Project progress Earnings the reporting year end of the reporting period 22 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Total 0 0 0 -- -- Notes to the material projects invested with non-raised capital VII. Special purpose principal under the control of the Company N/A. VIII. Development prospect The Company actively made exploration to seek breakthrough, organized relevant personnel to conduct industrial project feasibility study, tried to fix a development target and made great efforts to find a path suitable for its industrial development. IX. Explanation of the Board of Directions Concerning the ― non-standard audit report‖ issued by the CPAs firm for the reporting period. 1.Basic information Shine Wing Certified Public Accountants issued unqualified auditor's report with paragraph of emphasized matters for the Company's financial statements for 2012 Basic information of emphasized matters: Since March 2007, Shenzhen Victor Onward Textile Industrial Co., Ltd. stopped production and dismissed most of workers. And most subsidiaries of the company had stopped production and it maintained daily operation by house leasing., but its sustainable operation ability is still uncertain. (II) Basic opinions of certified public accountants on such matter: Shine Wing Certified Public Accountants accepted entrustment, completed the audit of the financial statements of the Company for 2012 and issued unqualified auditor's report with paragraph of emphasized matters for the Company's financial statements for 2012. In accordance with No. 14 Rule for Preparation and Report of Information Disclosure by Companies Publicly Issuing Securities - Non-standard Unqualified Audit Opinions and Treatment of Matters Involved Therein, relevant notes are as follows: As noticed by Shine Wing Certified Public Accountants during audit, Since March 2007, Shenzhen Victor Onward Textile Industrial Co., Ltd. stopped production and dismissed most of workers. The company currently only had house leasing business. Except that Shenzhen East Asia Victor Onward Textile Printing and Dyeing Co., Ltd. is still operating normally, other 5 subsidiaries controlled by the Company have stopped operation or are maintaining daily operation by house property lease. It plans to invest in Nanjing East Asia Textile Printing and Dyeing Co., Ltd. with part of machinery and equipment in 2007, The investment plan has not been implemented, the proposed investment has been idle equipment stored in the Victor Onward Company. On June 4, 2012, The Victor Onward Company has instituted court action at Jiangsu Province Higher People's Court, and asked to terminate the contracts and agreement on investment on Nanjing project. We believe that the sustainable operation ability of Shenzhen Victor Onward Textile Industrial Co., Ltd. is still uncertain, so I emphasized the situation in the audit reports and issued unqualified auditor's report with paragraph of emphasized matters. The matters involved in highlighted statement did not apparently violate Accounting Standards for Business Enterprises and regulations on relevant information disclosure standardization. 23 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (III) The opinions of the board of directors, supervisory committee and management of the Company on this matter: The board of directors, Supervisory Committee and managers believed that the printing and dyeing plant of the company had stopped operation or maintained daily operation by house leasing. .It plans to invest in Nanjing East Asia Textile Printing and Dyeing Co., Ltd. with part of machinery and equipment, Due to the reason on the side of the other party of joint venture and change of industry prospect. Partners disagree with our views in the replenishment of the things, thus cooperation is difficult to continue. Although we sent our staff to Nanjing many times for negotiation, but failed to reach a consensus. Therefore, we decided the proceedings in the People's Court. (IV) Extent of influence of this matter on the Company: This event greatly impacted the production & operation activities and sustainable development of company, it made company had the situation of implementing other special treatment which was stipulated in Shenzhen Stock Exchange Listing Rules , the stock of our company had been implemented for other special treatment. As the audited net profits of the Company for 2011 and 2012 were negative, Shenzhen Stock Exchange will give special treatment to the stocks of the Company for the caution of delisting risk according to relevant regulations including Stock Listing Rules of Shenzhen Stock Exchange. The stocks of the Company will be subject to special treatment for caution of delisting risk after the disclosure of 2012 annual report. The Company stocks will be suspended from April 24, 2013, The stocks of the Company will implement special treatment for delisting risk warning after the Company was restored for trading from April 24,2013. According to Stock Listing Rules of Shenzhen Stock Exchange, the listing of the stocks of the Company will be suspended from the day of announcement of 2013 annual report if its audited net profit for 2013 is still negative. In case of failure to reverse loss according to the annual report for the latest period disclosed within statutory time limit, the stocks of the Company will face the risk of termination of listing. (V) The possibility of eliminating this matter and its influence: In order to try to have the caution of delisting risk revoked, the Company will make all efforts to enhance operating efficiency and increase return through various measures and take "reversing loss into profit" as the priority target of production and operation for the year in 2013. (VI) The concrete measures of eliminating this matter and its influence The Company Holding a positive and prudent attitude, the company has been looking for a new business direction and an effective way to fight to reverse loss into profit in 2013. X. Explain change of the accounting policy, accounting estimate and measurement methods as compared with the financial reporting of last year. N/A. XII. Explain change of the consolidation scope as compared with the financial reporting of last year. N/A. 24 深圳中冠纺织印染股份有限公司 2012 年度报告全文 XII. Explain change of the consolidation scope as compared with the financial reporting of last year. N/A. XIII. Dividend Distribution Preparation Implementation or adjustment of the Company‘s profit Distribution policy, Especially Cash Dividend Distribution Policy in the Reporting Period. According to relevant regulations including the Notice of Further Implementing the Matters Concerning Distribution of Cash Dividends by Listed Companies, the Notice of Seriously Satisfying Relevant Requirements of the Notice of Further Implementing the Matters Concerning Distribution of Cash Dividends by Listed Companies issued by Shenzhen Securities Regulatory Bureau (Shen Zheng Ju Gong Si Zi (2012) No. 43 Document) and the Articles of Association of the Company, the 4th meeting of the sixth board of directors of the Company held on August 14, 2012 examined and adopted the Company's Profit Distribution Policy and Planning for Return to Shareholders in the Nest Three Years (2012-2014) and the Proposal for Revising Part of Clauses of the Articles of Association of the Company and revised the clauses of the Articles of Association of the Company concerning profit distribution. The revised profit distribution policy defined dividend distribution standards and proportion, increased the transparency and operability of profit distribution policy and protected the lawful rights and interests of middle and small shareholders. The formulation of the Company's Profit Distribution Policy and Planning for Return to Shareholders in the Next Three Years (2012-2014) improved the Company's decision making and supervision mechanism for profit distribution and ensured return to shareholders. The said Articles of Association and planning were examined and adopted by the first provisional shareholders' general meeting in 2012 and implemented. When the Company formulated this planning, independent directors conducted effective supervision of the profit distribution plan of the Company and expressed independent opinions. Refer to Announcement that disclosed on Securities Times ,Hong Kong Commercial Daily and www.cninfo.com. cn respectively on August 16, 2012. Implementation or adjustment of the Company‘s profit Distribution policy, Especially Cash Dividend Distribution Policy in the Reporting Period. The profit distribution preplan or proposal and the preplan or proposal of conversion of the capital reserve into share capital in the past three years(with the reporting period inclusive): (1) The company‘s annual profit distribution for 2010. As audited by Shinewing Certified Public Accountants, the total profit of the Company for 2010 is RMB2,326,231 , After deduction of minority gains and losses of RMB-1,731,989 and income tax expenses of -44,704, net profit is RMB4,102,924,the total year-end undistributed profit is - RMB -98,665,017. The Company is neither to distribute profit nor to capitalize capital surplus for the current year. The company‘s annual profit distribution for 2011. As audited by Shinewing Certified Public Accountants, the total profit of the Company for 2011 is 25 深圳中冠纺织印染股份有限公司 2012 年度报告全文 RMB-17,466,414 , After deduction of minority gains and losses of RMB-61,919 and income tax expenses of -42,902, net profit is RMB-17,361,593,the total year-end undistributed profit is - RMB -116,026,610. The Company is neither to distribute profit nor to capitalize capital surplus for the current year. The company‘s annual profit distribution and the capital accumulation funds to increased capital stock for 2012. Profit distribution preplan for 2012: 1 As audited by Shinewing Certified Public Accountants, the total profit of the Company for 2012 is RMB-289,200 , After deduction of minority gains and losses of RMB0 and income tax expenses of -41,869, net profit is RMB-247,331,the total year-end undistributed profit is - RMB-116,273,941. The Company is neither to distribute profit nor to capitalize capital surplus for the current year. 2. According to the decisions of the 6th meeting of the sixth board of directors of the Company held on April 19, 2013, the Company will neither distribute profit nor capitalize capital surplus for 2012 and will use the profit to make up the losses of the previous year. The above profit distribution preplan is to be submitted to 2012 annual shareholders' general meeting for examination. 3. The reason for no profit distribution for 2012, use of profit and relevant plan At present, the Company has no main operation and only leases some factory buildings. As of the end of the report period, the profit available for distribution to shareholders was still negative. the Company will neither distribute profit nor capitalize capital surplus for 2012 and will use the profit to make up the losses of the previous year. 4. The independent opinions expressed by the independent directors of the Company on the profit distribution preplan made by the board of directors for 2012 In the opinion of the independent directors, the Profit Distribution Preplan for 2012 examined and adopted at the board meeting of the Company was made based on fully considering the current conditions of the Company, complied with the Company's actual conditions and contributed to the Company's normal operation and the safeguarding of shareholders' long-term interest. It also completely complied with relevant provisions of the Articles of Association of the Company and Accounting Regulations for Business Enterprises. The profit distribution preplan of the Company for 2012 was approved. It was also approved to submit this preplan to 2012 annual shareholders' general meeting of the Company for examination. Dividend distribution of the latest three years Unit:RMB Net profit attributable to Ratio in net profit the over of the parent attributable to the parent Cash dividend (Including Year company in the company in the Tax) consolidated financial consolidated financial statements statements 2012 -247,331.00 2011 -17,361,593.00 2010 4,102,924.00 26 深圳中冠纺织印染股份有限公司 2012 年度报告全文 In the reporting period, both the Company‘s profit and the parent company‘s retained earnings were positive however not cash dividend distribution proposal has been put forward. □ Applicable√ Not applicable XIV. Social responsibility (I) Protecting shareholders' rights and interests 1. The Company attached importance to reasonable investment return to investors especially middle and small shareholders, formulated continuously stable profit distribution policy, revised the clauses of the Articles of Association of the Company concerning profit distribution especially the policy for cash dividend distribution, defined dividend distribution standards and proportion, formulated Planning for Return to Shareholders from 2012 to 2014 and fully safeguarded shareholders' lawful rights and interests. 2. The Company perfected the mechanism for shareholders‘ general meeting, standardized the procedure of convening and holding shareholders' general meeting and its agenda and ensured middle and small shareholders' right of knowing facts about the Company, participation and voting. (II) Safeguarding employees' rights and interests 1. The Company implemented the system of all employees signing labor contracts according to relevant provisions of Labor Law and Labor Contract Law and formulated and unceasingly perfected the regulations on safeguarding employees' rights and interests. It has sound remuneration appraisal system so as to ensure reasonable allocation of remuneration to employees. 2. Despite current production suspense, the Company has always adhered to the work policy of "safety first", regularly organized employees to study and unceasingly improved all safety systems to earnestly safeguard employees' rights and interests. XV. Statement of such activities as reception, research, communication, interview in the reporting period Discussion topics and Reception time Reception place Way of reception Types of visitors Visitors received provision of materials Enquiry about the February 21, BOD office of By phone Individual Investor Company‘s operating 2012 the Company status Enquiry about the BOD office of May 7, 2012 By phone Individual Investor possibility of the the Company Company‘s delisting BOD office of Enquiry about the July 4, 2012 By phone Individual Investor the Company company situation Enquiry about the December 24, BOD office of Company‘s whether the By phone Individual Investor 2012 the Company Company has any plan for reorganization 27 深圳中冠纺织印染股份有限公司 2012 年度报告全文 V. Important Events I. Major lawsuits and Arbitration affairs √ Applicable□ Not applicable Basic Amount Whether Progress Judgment information of involved comes to of Trial results Disclosure Index of enforcement lawsuits(Arbitra (RMB‘0000 accrual lawsuits(a and influence date disclosure situation tion) ) liability or not rbitration) On June 4, 2012, The company has instituted court action against below three companies at Jiangsu Province Higher People's Court, and asked to Announceme terminate the nt No. contracts and 2012-0614) agreements Securities signed with The case Times , Hong Nanjing East 4,792 No hasn‘t yet June 16, 2012 Kong Asia Textile been tried Commercial Printing & Daily and Dyeing Co., www.cninfo. Ltd., Nanjing com.cn East Asia Investment & Development Group Co., Ltd. and Hong Kong Yaojunxing Co., Ltd., who shall pay RMB47,922,90 2.92 to the company for the 28 深圳中冠纺织印染股份有限公司 2012 年度报告全文 pecuniary loss of implicative compensation and undertake the costs of litigation. The company has received the Su-Shang-Wai- Chu-Zi No.0002 (2012) of ―Notice on Indictment Acceptance and Collegial Panel Announcement‖ issued by Jiangsu Province Higher People's Court on June 14, 2012. Query form media □ Applicable√ Not applicable In the reporting year, the Company had no query from media II. Non—operation oriented Fund Occupancy by the Controlling Shareholder and/ or Related Parties Amount at Amount Total Amount at Name of the Predicted increased repaid in the end of Predicted sharehold beginning Predicted amount to Occupanc in the the the repayment er or Cause of the way of be repaid y time reporting reporting reporting time related reporting repayment (RMB‘00 period(R period period(R (month) parties period(R 00) MB ) (RMB) MB ) MB) Total 0 0 0 0 -- 0 -- Ratio of total value at per5iod-end in net assets of 0% period-end (%) 29 深圳中冠纺织印染股份有限公司 2012 年度报告全文 III. Bankruptcy or Reorganization Related Events N/A. IV. Assets Transactions 1. Acquisition of Assets Net profit Net profit Proportio contributed to contributed to n of the the company the Company net profit from the from the year contribut The other Assets Transacti acquisition date beginning to ed by the Is it a Connectivi party or acquisiti on to the year end the year end asset for related ty relations Disclosure Disclosure eventual on or price(R Progress (RMB 0000) (RMB‘0000) the transact with the date index controlle transferre MB‘000 (Applicable to (Applicable to Compan ion other party r d in 0) the the y in the consolidation consolidation total of the of the profit enterprises not enterprises) (%) under the ) General on Acquisition of Assets 2. Sales of Assets Net profit contribu ted to Proporti Connect the on of ivity compan the net Relation Has all Has all y from profit Is it a s with the Gain/los the Other Transact the contribu Pricing related the ownersh s arising credit party of ion beginni ted by principl transacti other ip of the Disclos Assets Date of from /debt Disclos the price ng of the asset e for the on Is it a party assets ure sold sale sales involve ure date transacti (RMB‘0 the for the asset related (applica involve index (RMB‘0 d been on 000) reportin compan sold transacti ble to d been 000) transferr g year y in the on the transferr ed to the total related ed date of profit transacti sales of (%) on) the asset (RMB‘0 000) 30 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Notes to the sales of assets: 3. Enterprise Consolidation N/A. V. Implementation of the Company‘s Equity Incentive plan and its influences N/A. VI. Material related transactions 1. Related transactions in connection with daily operation Principl Amount Proporti Descript e of of the on in the Price of Type of ion of pricing related amount Mode of Related Relation related Market Disclosu Disclosu related related of the transacti of the settleme parties ship transacti price re date re index parties transacti related on similar nt ons ons transacti (RMB‘0 transacti on 000) on (%) Total -- -- 0 0% -- -- -- -- 2. Related transactions conceding assets acquisition/sales Estimat Principl Book Way of Income ed Descrip e of value Fair Assign Settlem from value Type of tion of pricing of the market ment ent for the Disclos Related Relatio of the Disclos related related of the assigne value price the assigne ure party nship assigne ure date party transact related d assets (RMB (RMB related d assets index d assets ion transact (RMB 0000) 0000) transact (RMB (RMB ion 0000) ion 0000) 0000) 3. Important related transitions with joint investment Total assets Pricing Net assets Net profit Principal Registered of the Joint Relationshi principle Name of of the of the business of capital of investee investors p for the joint the investee investee investee the investee the investee (RMB‘000 investment (RMB) (RMB) 0) 31 深圳中冠纺织印染股份有限公司 2012 年度报告全文 4.Current Associated rights of credit and liabilities Did there exist any non-operational related rights of credit and liabilities □Yes √ No Whether there Balance at the Amount in Type of Balance at the Association Reason for is the use of beginning of this Associated party claims and end of period relationship formation non-operating period period(RMB‘ debts (RMB‘0000) capitals (RMB‘0000) 0000) 5.Other material related transactions Related party Amount at the end of Amount at the beginning period of period Account receivable Shenye Union(Hong Kong)Co., Ltd. 299,428 299,354 Other Payable Union Development Gruop Co., Ltd. 24,748,412 23,159,803 Shenzhen Union Property Group Co., Ltd. 700,734 700,734 Relevant inquiry with the internet website for disclosing provisional report on material related transactions Date of disclosing provisional Description of the website for disclosing Description of provisional announcement announcement provisional announcements VII. Important contracts and implementation 1. Custody, contacting and leases (1)Custody Description of custodies Projects that have brought about gains/losses to the company taking over 10% of the Company‘s total profit in the reporting period. □ Applicable√ Not applicable (2)Contracts Description of contracts None Projects that have brought about gains/losses to the Company taking over 10% of the Company‘s total profit in the reporting period □ Applicable√ Not applicable 32 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (3)Leases Description of leases None Projects that have brought about gains/losses to the company taking over 10% of the Company‘s total profit in the reporting period □ Applicable√ Not applicable 2.Guarantees Unit:RMB‘0000 External Guarantee (Exclude controlled subsidiaries) Guarante Relevant e Date of disclosure Complete for happening Actual Name of the date/No. of Amount of Guarantee Guarantee implemen associate (Date of mount of Company the Guarantee type term tation d signing guarantee guaranteed or not parties agreement) amount (Yes or no) Guarantee of the Company for the controlling subsidiaries Guarante Relevant e Date of Complete disclosure for Name of the Amount happening Actual implemen date/No. of Guarantee Guarantee associate Company of (Date o mount of tation the type term d guaranteed guarantee signing guarantee or guaranteed parties agreement) not amount (Yes or no) Total of Company‘s guarantee(namely total of the large two aforementioned) Including: Description of the guarantee with complex method (1)Outward guarantee against law Unit:RMB‘0000 (1)Outward guarantee against law Unit:RMB‘0000 33 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Balance Proportio Proportio Amount of the n in the n in the involved guarante Relations net assets net assets Predicted Name of in the e against Predicted hip with at the at the Predicted amount the guarante Guarante Guarante law up to time of the end of end of way of released guarante e against e type e period the release( Compan the the release (RMB‘0 e the annual month) y reporting reporting 000) law(RM report period(% period(% B‘0000) (RMB‘0 ) ) 000) Total 0 0% -- -- 0 0% -- -- -- 3.Other important contracts Appraise Book d value Name of value of Name of of the Impleme the the assets Name of Transacti the assets Benchma Is it a ntation counterp involved the on company involved rk date of Pricing related Relations status art in the appraisal price(R concludi in the appraisal policy transacti hip ended the concludi contract agent (is MB‘000 ng the contract (is any) on reporting ng the (RMB‘0 any) 0) contract (RMB‘0 period contract 000)(if 000) (if any) any) VIII. Implementation of Commitments 1. The commitments of the Company and its shareholders holding over 5% of the Company‘s total shares in the report year of extending to the report year from previous year. Time of Commitment Period of Commitment Contents making Fulfillment maker commitment commitment Union Committed Holdings when the Co., restricted-for- Ltd/Shenzhe sale shares Under Commitment on share reform n Textile from the In effect Fulfillment (Holdings) shares Co., restructuring Ltd./Union were listed for Developmen circulation in 34 深圳中冠纺织印染股份有限公司 2012 年度报告全文 t Group Co., the market: i. Ltd. if they plan to sell the shares through the securities exchange system in the future, and the decrease of the shares they hold reaches 5% within 6 months after the first decrease, they will disclose an announcemen t indicating the sale through the company within two trading days before the first decrease; ii. They shall strictly observe the ―Guidelines on Transfer of Restricted-for -sale Original Shares of Listed Companies‖ a nd the provisions of the relevant business principles of Shenzhen Stock 35 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Exchange. Commitment in the acquisition Not report or the report on equity applicable changes Commitment made upon the assets Not replacement applicable Not Commitments made upon issuance applicable Other commitments made to minority Not shareholders applicable Executed timely or not? Yes Detailed person for failing to execute Not applicable and the next plan Make commitments on causing the problems of horizontal competition No and related-party transactions or not? Settlement period of commitment Not applicable Way of settlement Not applicable Fulfillment of commitment Under Fulfillment 2.There existed profit anticipation for the Company‘s assets or projects while the reporting period was still within the duration of the profit anticipation. The Company made explanation on whether the assets or projects reached the anticipated profit and the cause Cause of Predicted Actual result Profit-predict failure to result in the in the Predicted Predicted ed assets or Predicted Predicted realize the reporting reporting disclosure disclosure name of staring time ending time predicted period(RMB period (RMB date index project result(if 0000) 000) applicable) IX. Engagement/Disengagement of CPAs CPAs currently engaged Name of the domestic CPAs Shinewing Certified Public Accountants Remuneration for domestic accounting firm 30 (RMB‘0000) Continuous life of auditing service for domestic 7 accounting firm Name of domestic CPA Zhang Weijian, Xia Wei 36 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Has the CPAs been changed in the current period □ Yes √ No Description of the CPAs, financial adviser or sponsor engaged for internal control auditing □ Yes √ No X. Explanation of the Supervisory Committee and Independent Directors (If applicable)on the Qualified Auditor‘s Report Issued by the CPAs. Shine Wing Certified Public Accountants Co., Ltd. issued unqualified auditor's report with highlighted paragraphs for the financial statements of the Company for 2012. The board of directors of the Company made a special statement on the matters involved in the Unqualified Auditor's Report of the Company for 2012 with Highlighted Paragraphs. The independent directors of the Company expressed independent opinions on this. The supervisory committee of the Company held the opinion that this statement matched its actual conditions and agreed to opinions of the board of directors of the Company. XI. Punishment and Rectification Type of Conclusion(if Index of Name Type Reasons investigation and Disclosure date applicable) disclosure penalty About directors, supervisors, senior executives or shareholders holding over 5% of the Company‘s total shares suspected of being involved in trading of the Company‘s shares against the regulations and recovery of the profit obtained by such persons suspected of being involved in trading of the Company‘s shares against the regulations as disclosed by the Company. □Applicable √Not applicable XII. Situation of being confronted of suspension or termination of listing upon disclosure of the Annual report N/A. XIII. Notes to other significant Events Announcement on lawsuits.of Shenzhen Victor Onward Textile Industrial Co., Ltd. Announcement No.:2012-0614,Announcement Date: June 16, 2012.(www.cninfo.com.cn),Investors are advised to pay attention to investment risks.http://www.cninfo.com.cn/finalpage/2012-06-16/61144742.PDF XIV. Significant events of subsidiaries N/A. 37 深圳中冠纺织印染股份有限公司 2012 年度报告全文 XV. Issuing of Company Bonds N/A. 38 深圳中冠纺织印染股份有限公司 2012 年度报告全文 VI. Change of share capital and shareholding of Principal Shareholders (I).Changes in share capital Before the change Increase/decrease(+,-) After the Change Amount Proportion Capitalizat ion of Share Bonus Proportio common Other Subtotal Quantity allotment shares n reserve fund I. Share with conditional 0 0% 0 0 0 0 0 0 0% subscription 1.State-owned shares 0 0% 0 0 0 0 0 0 0% 2.Staee-owned legal person 0 0% 0 0 0 0 0 0 0% shares 3.Other domestic shares 0 0% 0 0 0 0 0 0 0% Of which:Domestic legal 0 0% 0 0 0 0 0 0 0% person shares Domestic natural person 0 0% 0 0 0 0 0 0 0% shares 4.Share held by foreign 0 0% 0 0 0 0 0 0 0% investors Of which:Foreign legal 0 0% 0 0 0 0 0 0 0% person shares Foreign natural person 0 0% 0 0 0 0 0 0 0% shares 5. .Executive shares 0 0% 0 0 0 0 0 0 0% II. Shares with 169,142,3 169,142,3 100% 0 0 0 0 0 100% unconditional subscription 56 56 1.Common shares in 99,720,45 99,720,45 58.96% 0 0 0 0 0 58.96% RMB 3 3 39 深圳中冠纺织印染股份有限公司 2012 年度报告全文 2.Foreign shares in 69,421,90 69,421,90 41.04% 0 0 0 0 0 41.04% domestic market 3 3 3.Foregin shares in 0 0% 0 0 0 0 0 0 0% overseas market 4.Other 0 0% 0 0 0 0 0 0 0% 169,142,3 169,142,3 III. Total of capital shares 100% 0 0 0 0 0 100% 56 56 Approval of changes in shares N/A. Approval of Change of Shares □Applicable √Not applicable Transfer of Change of shares N/A. Influence from the shareholding movements upon such financial indicators as Earnings per share, net asset per share of the lastest year and the latest accounting period □Applicable √Not applicable Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators N/A. II. Issuing and listing 1. Issuing activities over the past three Years Description of Quantity stock and its Issuing price (Or Expiration date of Issuing date Issuing quantity Listing date approved for Derivative interest rate) transaction listing Securities Stock Convertible Corporate Bonds, Detachable Convertible Bond and Corporate Bonds Stock options Statement of security issuing in latest three years N/A. 40 深圳中冠纺织印染股份有限公司 2012 年度报告全文 2. Change of asset and liability structure caused by change of total capital shares and structure N/A. 3.About the existing employees‘ shares Date of issuing the employees‘ Issuing quantity of the employees‘ Issuing price of the employees‘ shares (RMB) shares shares(shares) Notes to the existing employees‘ N/A shares III. Shareholders and actual controlling shareholder 1. Number of shareholders and shareholding Unit: Shares Total shareholders in the reporting Total shareholders at the end of the 5th day from the 10,742 10,084 period date of disclosing the annual report Shares held by 5% shareholders Quantit Number Pledging or freezing Increase Number y at the of the /decreas of the Properties of Share end of Non-res Shareholder name e in the restricte Status of the shareholder proportion % the tricted Quantity reportin d shares shares reportin shares g period held g period held Domestic Non- Union Holdings 43,141, 43,141, State-owned legal 25.51% 0 0 Co., Ltd. 032 032 person STYLE-SUCCES Foreign 24,466, 24,466, 14.46% 0 0 S LIMITED shareholder 029 029 Shenzhen Textile State-owned 9,233,3 -310,00 9,233,3 (Group)Holdings 5.46% 0 Legal person 94 0 94 Ltd Rich Crown Foreign 6,114,55 6,114,55 Investment Co., 3.62% 0 0 shareholder 6 6 Ltd. Union Domestic Non- 5,821,0 5,821,0 Development State-owned legal 3.44% 0 0 89 89 Group Co., Ltd. person Liuzhou Jiali Domestic Non- 2.49% 4,220,0 +951,30 0 4,220,0 41 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Real estate legal person 00 0 00 Development State-owned legal Co., ltd. person Foreign Natural 2,039,6 +163,10 2,039,6 Zeng Ying 1.21% 0 person 00 0 00 Liuzhou Domestic Non- Ruiheng 1,710,0 +330,00 1,710,0 State-owned legal 1.01% 0 Mechatronics 00 0 00 person Co., Ltd. Shing Ying Foreign Natural 1,534,9 1,534,9 0.91% -15,400 0 Chieh person 62 62 Foreign Natural Zheng Lian 0.55% 930,000 +14,000 0 930,000 person Strategy investors or general legal person becomes top 10 N/A shareholders due to rights issued (if applicable) Explanation on associated The controlling shareholder of the above-mentioned largest shareholder relationship among the Shenzhen Union Holdings Ltd.and fourth shareholder Rich Crown Investment aforesaid shareholders Co., Ltd.. Is Union Development Group Ltd. Shareholding of top 10 shareholders of unrestricted shares Quantity of unrestricted shares held at the end Share type Name of the shareholder of the reporting period (Note 4) Share type Quantity RMB Common Union Holdings Co., Ltd. 43,141,032 43,141,032 shares Foreign shares placed in STYLE-SUCCESS LIMITED 24,466,029 24,466,029 domestic exchange Shenzhen Textile RMB Common 9,233,394 9,233,394 (Group)Holdings Ltd shares Foreign shares Rich Crown Investment Co., placed in 6,114,556 6,114,556 Ltd. domestic exchange Union Development Group RMB Common 5,821,089 5,821,089 Co., Ltd. shares Liuzhou Jiali Real estate RMB Common 4,220,000 4,220,000 Development Co., ltd. shares 42 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Foreign shares placed in Zeng Ying 2,039,600 2,039,600 domestic exchange Liuzhou Ruiheng RMB Common 1,710,000 1,710,000 Mechatronics Co., Ltd. shares Foreign shares placed in Shing Ying Chieh 1,534,962 1,534,962 domestic exchange Foreign shares placed in Zheng Lian 930,000 930,000 domestic exchange Explanation on associated relationship or consistent action among the top 10 shareholders of non-restricted The controlling shareholder of the above-mentioned largest shareholder negotiable shares and that Shenzhen Union Holdings Ltd. and fourth shareholder Rich Crown Investment between the top 10 Co., Ltd.. Is Union Development Group Ltd. shareholders of non-restricted negotiable shares and top 10 shareholders Notes to the shareholders involved in financing securities N/A (if any) 2.Controlling shareholder Corporation Legal Date ofof Name of the Controlling Principal business representati incorpora Organization code Registered Capital shareholder activities ve/Leader tion Production of and dealing in various fabrics, garments Shenzhen Union Septembe chemical fibers and Dong Holdings Co., Ltd. r11, 19247150-0 1123.8877 million textile equipment, Binggen 1989 domestic commerce, material supply and marketing (excluding 43 深圳中冠纺织印染股份有限公司 2012 年度报告全文 monopolized commodities), management of self-owned properties, processing with imported materials and designs, internal introduction and foreign cooperation, assembling with imported spare parts and cooperation in compensation trade. real estate development and sales within the scope of land use right legally obtained, property management and lease services and sales of automobiles (not including Limit term). Operating results, At the end of 2012, the total assets and net profit of Union Holdings Co., Ltd. were financial position, cash RMB 4265.71 million and RMB 86.33 million respectively. The company will develop flow and future real estate business as its main operation as ever. development strategy Equity of other domestic/foreign listed company controlled by N/A actual controller in reporting period Change of the actual controller in the reporting period □Applicable √Not applicable 3.Information about the controlling shareholder of the Company Corporation Legal Date of Name of the controlling representati establish Institution code Registered capital Main business shareholder ve/person in ment 44 深圳中冠纺织印染股份有限公司 2012 年度报告全文 charge Production and sales of chemical, textile and garment products (the license of product site is subject to separate application), import and export business, contracting of project construction, import and export of necessary engineering Union Development Dong August equipment and 19033795-7 90.61 million Group Co., Ltd. Binggen 23, 1983 materials, export of labor, external investment, technical consulting services, real estate development and sales within the scope of land use right legally obtained, property management and lease services and sales of automobiles (including cars). Operating results, At the end of 2011, the total assets, shareholders' equity and net profit of Union Developing Group 45 深圳中冠纺织印染股份有限公司 2012 年度报告全文 financial position, cash Co., Ltd. were RMB 7295.02 million, RMB 3203.34 million and RMB 63.47 million respectively. flow and future The future development strategy is to become an excellent operator of city compound development. development strategy Equity of other domestic/foreign listed Union Holdings Co., Ltd.(000036)Quantity of shares held 352.0493 million,Shareholding company controlled by ratio31.32%. actual controller in reporting period Change of the actual controller in the reporting period □Applicable √Not applicable Block Diagram of the ownership and control relations between the company and the actual controller Hangzhou Jinjiang Group Co., Ltd. 20.89% Union Development Group Co., Ltd. 31.32% 99.99% 3.44% Union Holdings Co., Ltd. Rich Crown Investment Co., Ltd. 25.51% 3.62% Shenzhen Victor Onward Textile Industrial Co., Ltd. 46 深圳中冠纺织印染股份有限公司 2012 年度报告全文 The actual controller controls the company by means of trust or managing the assets in other way □Applicable √Not applicable 4.Other corporate shareholder holding over 10% of the Company‘s shares Legal Date of Principal businesses represent Corporate shareholder incorpora Organization code Registered capital or management actives/Lea tion activities der Miss Amy Novembe Style-Success Ltd. Investment Wang r4, 1999 IV. Share Acquisition plan proposed or implemented by the Company‘s Shareholder and its concerted actor in the reporting period Date of disclosing the Proportion of Date of initial Name of the Quantity of the Proportion of Quantity of end of the shares disclosure of shareholder/co shares to be the shares to be shares actually implementatio actually the shares to be ncerted actor acquired acquired (%) acquired n of the share acquired (%) acquired acquisition plan N/A Notice to other conditions VII. Information about Directors, Supervisors and Senior Executives I. Change in shares held by directors, supervisors and senior executives Number Volume Volume Number of shares of shares of shares of shares acquired acquired sold held at Starting Expiry Office at end of during during end of Name Positions Sex Age date of date of status the the the the tenure tenure reporting reporting reporting reporting period(sh period period(sh period(sh ares) (shares) ares) ares) N/A 0 0 0 0 Total -- -- -- -- -- -- 0 0 0 0 47 深圳中冠纺织印染股份有限公司 2012 年度报告全文 II. Posts holding Work Experience in the past five years of Directors, supervisors and senior Executives in Current office Board chairman: Hu Yongfeng, male, was born in July 1962,with bachelor degree, Senior Engineer,graduated from Southeast Textile Technology Institute in 1983. He is ever took the post of section chief of state textile headquarters general office, He now serves as Vice President of Union Development Group Co., Ltd. and Vice chairman of the Board of Union Holdings Co., Ltd., He served as chairman of the Board of the Company from Oct., 2000 till now. He served as General manager of the Company since April 2008. Vice Chairman of the Board : Ding Yue, male, was born in March 1958, with bachelor degree, Senior Economist, graduated from Lanzhou University in 1983. He took the turns of deputy section chief of personnel labor department of Textile Technology Department, section chief of personnel labor department of textile headquarters, deputy director of personnel labor department of textile headquarters and concurrently director of talents exchange center of Textile Headquarters and chairman of the Board of Union Holdings Co., Ltd., He now serves as Vice President of Union Development Group Co., Ltd. and convener of the supervisory committee of Union Holdings Co., Ltd., He served as director of the Company from June 2002 till now. He served as Vice Chainman board of the Company since April 18, 2008. Vice Chairman of the Board : Shu Yibo, Female,was born in February 1972, who is studying for EMBA. ,ever took the post of Manager of Sale of Manqi Industry Co., Ltd., Director of Manqi Investment Development Co., Ltd..He is now in charge of Chairman of the board , General Manager of Manqi Industry Co., Ltd.,Chairman of board of Manqi Investment Development Co., Ltd.She served as director of the Company since April 18, 2008, He served as Vice Chairman of board of the Company July 29, 2008. Director: Zhang Mei, Female, was born in February 1975, is a certified public accountant with Master's degree, She once worked at Financial Division of China Garment Corporation. she now serves as Deputy manager of Finance Dept of Union Development Group Co., Ltd, She served as Director of the Company since April 18, 2008. Feng Junbin, male, was born in July 1962, is a junior college graduate. He has served successively as special enterprise controller of Dapu Financial Bureau of Guangdong Province, deputy division chief of Fengshun Financial Bureau and director of Audit Dept, Manager of Management Dept , He now serves as Deputy General Manager, Supervisor of Shenzhen Textile (Holdings) Co., Ltd. He now serves as Deputy General Manager of Shenzhen Textile (Holdings) Co., Ltd, He served as director of the Company April 18, 2008. Zhang Jinliang, male, was born in May 1962, Senior Accountant, a senior accountant with bachelor degree, was born in May 1962. He ever took the post of senior section chief of Shenyang Dispatch and Shenzhen Dispatch of Audit Administration, manager of operation department of Shenzhen Property Union Holdings Co., Ltd., deputy director and director of auditing office of Union Development Group Co., Ltd., deputy general manager of Shenzhen Union Holdings Co., Ltd. and general manager of Yuyao Union Textile Co., Ltd., and he held the position of deputy general manager of the Company since December 2004, He served as Board secretary of the company since December 27, 2010, He served as Director of the Company since October 18, 2011. Independent directors: 48 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Jin Ligang, male, was born in August 1959, graduated from Beijing Foreign Trade College in 1980. From 1981 to 1983, he majored in international economy at Rome LUISS Private University. He once worked at North America and Oceania Department of Third Bureau of Ministry of Foreign Trade and Economic Cooperation, who was in charge of U.S.-related affairs. He has served as assistant of board chairman and president and office director of West Europe China Trade Center (Hamburg, West Germany), deputy chief and chief of America and Oceania Department of Ministry of Foreign Trade and Economic Cooperation, business counselor of Economic and Commercial Department of Embassy in U.S. and business counselor of Economic and Business Office of Consulate General in New York in succession. He now serves as board chairman of American Stone Bridge International Company and director of Beijing Decision Making & Consultation Center. He served as Independent directors of the company since April 18, 2008. Shen Songqin, male, was born in January 1957, has doctor's degree. In 1980, he graduated from Hangzhou University and worked there after graduation. He studied for Master's degree at Hangzhou University from 1985 and obtained the degree of master of Arts in 1988. He studied for doctor's degree from 1995 and obtained the degree of doctor of literature in 1998. His dissertation was appraised "Excellent Dissertation for Doctor's Degree in China in 2000". He now is a professor, doctor tutor and deputy dean of Chinese Language Department of Zhejiang University. In 2006, he was appraised as Qianjiang Scholor of Zhejiang Province (specially engaged professor). In 2007, he was appraised as Middle-aged/Young Expert with Outstanding Contribution in Zhejiang Province". He served as independent director of the Company since April 18, 2008. Chen Jinmei, female, born in June 1952, is a senior accountant of professor level with master's degree. She studied in Hangzhou Electronic Industry College, Party School of Zhejiang Provincial Party Committee, Macao Science and Technology University and Zhejiang University in succession. She once served as director general and secretary of Party committee of Financial Bureau and Local Taxation Bureau of Hangzhou, a member of Hangzhou municipal Party committee and a NPC deputy of Hangzhou and Zhejiang Province. She has now retired. She served as Independent director of the Company since August 31, 2012. Wang Tianguang, male, Was born in May 1973, is a certified public accountant. He graduated from Economic Management School of Qinghua University. He once served as chief staff of Listed Company Supervision Division of Shenzhen Securities Regulatory Bureau, general manager of Shenzhen Investment Banking Dept. of Yinhe Securities. He now serves as General Manager of Southwest securities Co., Ltd, Investment Bank, He served as Independent direstor of the company since April 18, 2008. Due to job changes, proffered the company's board of directors his resignation on February 27, 2012 Supervisors: Dong Binggen, male, was born in July 1949, an engineer, with bachelor degree, graduated from East China Textile Technology Institute in 1977. He ever took the post of deputy president of Zhejiang Silk Technology Institute, general manager of China Clothes Headquarters and board chairperson of China Clothes Association, etc.; he is now in charge of secretary of Party Committee, chairman of the board and general manager of Shenzhen Union Development Group Co., Ltd. and chairman of the Board of Shenzhen Union Holdings Co., Ltd., He served as Chairman and held the position of Chairman of the Supervisory Committee of the Company from June 2002 till now. Supervisors: Huang Xiaoping, female, Was born in January 1957, an Economist, is a junior college graduate, once served as policewoman of Public Security Bureau of Dan County, Hainan, chief staff and deputy director of office, deputy 49 深圳中冠纺织印染股份有限公司 2012 年度报告全文 chief and chief of Personnel & Labor Division and office director of China Garment Industry Corporation, vice chairman of China Garment Association. She now serves as deputy secretary of Party committee and secretary of discipline committee of Union Development Group Co., Ltd. Co., Ltd. she served as Supervisor of the company since April 18, 2008. Pan Weichao, male, Was born in August 1951, is a junior college graduate., has worked at the Company since April 1984. He has served successively as vice chairman of labor union, Manager of General Affairs Dept. and chairman of labor union. He now serves as Manager of affairs Dept of the Company, he has served as employee-representing supervisor of the Company Since April 18, 2008. Secretary of the Board of Directors: Zhang Jinliang (Refer to Director column for details) Manager of Finance Dept: Ren Changzheng, male, was born in August 1975, In 1997,he graduated from Guizhou Finance University, once worked at Financial Division of Guizhou Yunman Aircraft Factory and Planning and Finance Division of Union Development Group Co., Ltd. He now serves as Manager of Finance Dept of the Company. Office taking in shareholder companies √Applicable □Not applicable Titles Does he /she Names of the engaged in Sharing date receive Expiry date of persons in Names of the shareholders the of office remuneration or office term office shareholder term allowance from s the shareholder Secretary of Party committee, Dong chairman May 18, Union Development Group Co., Ltd. May 17, 2015 Yes Binggen of board of 2012 directors and President Dong Board June 30, Union Holdings Co., Ltd. June 29, 2013 No Binggen chairman 2010 Vice May 28, Ding Yue Union Development Group Co., Ltd. May 17, 2015 Yes President 2012 Convener of the June 30, Ding Yue Union Holdings Co., Ltd. Supervisor June 29, 2013 No 2010 y Committee Vice Hu Yongfeng Union Development Group Co., Ltd. May 18,2013 May 17, 2015 Yes President 50 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Vice Board June 30, Hu Yongfeng Union Holdings Co., Ltd. June 29, 2013 No chairman 2010 Secretary of Party Huang committee, October 1, Union Development Group Co., Ltd. Yes Xiaoping secretary of 2008 discipline committee Huang June 30, Union Holdings Co., Ltd. Director June 29, 2013 No Xiaoping 2010 Deputy Shenzhen Textile(Holding) Co., Feng Junbin general May 4, 2010 May 3, 2013 Yes Ltd. manager Deputy manager of February 1, Zhang Mei Union Development Group Co., Ltd. Ye Finance 2011 Dept. June 30, Zhang Mei Union Holdings Co., Ltd. Director June 29, 2013 No 2010 Notes N/A Offices taken in other organizations √Applicable □Not applicable Whether receiving Office term Office term Name Name of other units Position remuneration start from ended from other units or not Manqi Investment Development Co., General Shu Yibo July 1, 2002 Yes Ltd Manager STONEBRIDGE Enterprise Board January 1, Jin Ligang Yes Consultant (Beijing)Co., Ltd. chairman 2008 Shen Hangzhou Normal University President June 1, 2009 Yes Songqin Notes N/A III. Remuneration to directors, supervisors and senior executives Decision-making procedures, basis for determination and actual payment of the remuneration to directors , supervisors and senior executives 51 深圳中冠纺织印染股份有限公司 2012 年度报告全文 The remuneration appraisal committee of the board of directors of the Company proposed remuneration standards according to the responsibilities, work scope and importance of directors, supervisors and senior executives, the earnings of the Company for the current year and the remuneration level of relevant post and submitted it to the board of directors for approval. After approval, the remuneration was paid on monthly basis. The remuneration of independent directors is subject to approval by the shareholders' meeting. Remuneration to directors, supervisors and senior executives in the reporting period Unit:RMB‘0000 Remuneratio Total Total n actually remuneration remuneration receives at Name Positions Sex Age Office status received received the end of from the from the the reporting Company shareholder period Board chairman/Ge Hu Yongfeng Male 50 In Office 38 0 38 neral Manager Vice Board Ding Yue Male 54 In office 0 chairman Vice Board Shu Yibo Female 40 In Office 0 chairman Zhang Mei Director Female 37 In office 0 Feng Junbin Director Male 50 In Office 0 Zhang Director , Male 50 In office 0 0 0 Jinliang Deputy GM Independent Jin Ligang Male 53 In Office 5 0 5 director Independent She Songqin Male 55 In office 5 0 5 director Independent Chen Jinmei Female 60 In office 2.5 0 2.5 director Wang Independent Male 39 Leave office 2.5 0 2.5 Tianguang director Chairman of Dong the Male 63 In office 0 Binggang supervisory committee Huang Supervisor Female 55 In office 0 Xiaoping 52 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Pan Weichao Supervisor Male 61 In office 11 0 11 Zhang Board Male 50 In office 20 0 20 Jinliang secretary Ren Manager of Male 37 In office 13 0 13 Changzheng Finance Dept Total -- -- -- -- 97 0 97 Incentive equity to directors, supervisors or/and senior executives in the reporting period □Applicable√Not applicable IV. Retirement and dismissal of Directors, Supervisors and senior Executives Names Titles Types Date Causes Independent February 27, Wang Tianguang Dimission Resign from the Board of Director for personal reasons director 2012 V. Change of the Core Team of Technology of Key technical personnel (Other than director, supervisor or senior executive) in the Reporting Period There is no change of the Core Team of Technology of Key technical personnel (Other than director, supervisor or senior executive)in the Reporting Period VI. Particulars about employees. Categories of professions Number of persons Proportion Finance & Accounting 3 11% Executive 4 15% Logistics 20 74% Total 27 100% Masters‘ degree 1 4% Bachelors‘ degree 3 11% College diploma 3 11% High school and below 20 74% Total 27 100% As of December 31, 2012, The Company should bear expenses for 0 retired employees. 53 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (1) The figure of professional composition (2) The figure of education background of the professional composition 54 深圳中冠纺织印染股份有限公司 2012 年度报告全文 VIII. Administrative structure I. General situation The Company has constantly improved its corporate governance structure,established modern enterprise system and standardized its operation strictly according to the requirements of the Company Law, Securities Law,Stock Listing Rules of Shenzhen Stock Exchange, Guidelines for Governance of Listed Companies and relevant laws and regulations of CSRC. In accordance with relevant regulations on special activities of governance of listed companies and requirements of CSRC Shenzhen Securities Administration, Establish and perfect the internal control management and system, sustainable development governance activities, To further standardize the operation of the Company, improve the management of the Company. In the report period, the board of directors of the Company revised the Articles of Association of the Company, Rules of Procedure of Shareholders‘General Meeting, Rules of Procedure of the Board of Directors, Rules of Procedure of the Supervisory Committee, Detailed Working Rules of General Manager, Regulations on Management of Person in Charge of Financial Affairs, Regulations on Significant Investment and Financial Decision and Regulations on Financial Management to improve planning and governance and strengthen risk control. The said regulations were examined and adopted by the board of directors. In the report period, The board of directors of the Company further improved the decision making and supervision mechanism for reasonable, continuous and stable dividend distribution and formulated the Profit Distribution Policy and Planning for Return to Shareholders in the Next Three Years. According to the forecast of the Company's operating status and the fund demand plan for project investment and based on fully considering the interests of shareholders, the planning reasonably balanced the relationship between using profit for enterprise development and giving return to shareholders and determined reasonable profit distribution plan. Meanwhile, the Articles of Association of the Company define the details of the profit distribution policy, especially cash dividend distribution policy. In the report period, The Company further increased information transparency and properly carried out publicity work for protection of investors. It timely answered the questions of investors and communicated with medium and small investors by making use of telephone, email, especially the platform for communication with investors set up by Shenzhen Stock Exchange to let them know itself better and improve its information transparency. Does there exist any difference in compliance with the corporate governance , the PRC Company Law and the relevant provisions of CSRC, □ Yes √ No There exist no difference in compliance with the corporate governance , the PRC Company Law and the relevant provisions of CSRC. For the standardization of the Registration and Management System on Learners of Insider Information of Listed Company, the company has held the special meeting of the Sixth Board of Directors and made full revision on ―Management System on Learners of Inside Information‖ on June 28, 2012 in accordance with the requirements of the ―Provisions on Listed Company Formulating Management System on Learners of 55 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Insider Information‖ and combined with the actual situation of the company. Thus, the company has further clarified the use scope, the data filing procedures and the responsibility claim of the non-public information. In the Report period, According to the requirements of the ―Registration and Management System on Learners of Insider Information‖, the company has well performed the management and the safe delivery of all the information, and completely put into and recorded the report, the transmission, the preparation, the review and the disclosure of all the learner lists of insider information before the public disclosure of the insider information. In the Report period, The company has not found the situation that the relevant personnel is engaged in the insider transaction by using the insider information and suggest others to conduct the transaction with the insider information, there is no the situation that the insider information is disclosed, and not exists the situation that the company shall be taken a crackdown and ordered for rectification by the regulatory department because of the implementation of the Registration System on Learners of Insider Information or the suspicion of insider transaction. II. Annual General Meeting and Extraordinary Shareholders‘ Meetings in the Reporting Period 1.Annual General Meeting Description of Sessions Meeting Date Resolution Disclosure date Disclosure index proposals (1) The Work Report of the Board of Directors for 2011; (2) The Work Report of the supervisory Announcement Committee for No. 2012-0613) 2011; Securities Times , (3)、Annual Hong Kong 2011 Shareholders‘ Report for 2011 Adoption May 15, 2012 May 16, 2012 Commercial general meeting and its summary; Daily and (4)、The www.cninfo.com. Preplan for Profit cn on May 16, Distribution for 2012 2011(5)、The Proposal for Deregistering the Printing and Dyeing Mill of Shenzhen Victor Onward Textile Industrial Co., 56 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Ltd. 2.Extraordinary Shareholders‘ Meetings Description of Sessions Meeting Date Resolution Disclosure date Disclosure index proposals (1) The profit distribution policy and planning for return to shareholders in the next three years Announcement (2) The No. 2012-0620) proposal Securities Times , The first provisional concerning the Hong Kong shareholders‘ August 31, 2012 revision of the Adoption September 1, 2012 Commercial General meeting in Articles of Daily and 2012 Association of the www.cninfo.com. Company cn on September (3) The 1, 2012 proposal for electing the candidates for independent directors of the board of directors III. Duty performance of independent Directors 1. Attendance of Board Meetings and General Meetings Independent Directors‘ Attendance at Board Meetings Number of Failure to Board Number of personally meetings Number of meetings Number of Independent Number of attend board necessary to spot attended by attendances by Directors absence meetings be attended in attendances Communicatio representative successively the reporting n twice (Yes/No) period Jin Ligang 4 1 3 0 0 No 57 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Shen Songqin 4 1 3 0 0 No Wang Tianguang 3 1 2 0 0 No Chen Jinmei 1 0 1 0 0 No Number of general meetings attended by independent directors 1 as non-voting delegates Notes to failure to personally attend Board Meetings Successively Twice N/A 2.Objection of independent directors on some relevant issues Objection of independent directors on some relevant issues □ Yes √No Independent directors proposed no objection against the relevant matters in the reporting period. 3. Other notes to duty performance of independent directors Has an independent director‘s advice to the Company been accepted √Yes □No Explanation on acceptance of or failure to accept an independent director‘s advice to the Company. In the report period, the independent directors of the Company attended the meetings of the board of directors and all special committees on time, expressed independent opinions on the proposals of the board of directors. They gave many opinions and suggestions during meetings and adjournment and the Company adopted all of them. IV. Duty Performance of Special Committees under the Board of Directors in the Reporting Period The board of directors of the Company has special committees including audit committee, remuneration and appraisal committee, strategy committee and nomination committee. According to the scope of authority specified in the working rules for them, the committees conducted study and put forward opinions and suggestions for reference by the board of directors for decision making. (I) The duty performance of the audit committee of the board of directors In the report period, the chairman of the audit committee of the board of directors of the Company resigned for personal reason. The 4th meeting of the sixth board of directors of the Company held on August 14, 2012 elected a new chairman. An independent director engaged in professional accounting acted as the new chairman. According to relevant regulations of CSRC, the audit committee of the board of directors of the Company did the following work during the preparation of the annual report of the Company for 2012: 1. On December 24 , 2012, the audit committee of the Company examined the working plan for audit of financial report for 2012, listened to Analysis of Economic Activities of Shenzhen Victor Onward in 2012 58 深圳中冠纺织印染股份有限公司 2012 年度报告全文 made by Finance Dept. of the Company and approved the said working plan. 2. On January 19, 2013, the audit committee of the board of directors examined the financial and accounting statements for 2012 provided by the Company and expressed the following opinions: The financial and accounting statements for 2012 prepared by the Company basically reflected the Company's asset condition and operating results. The audit committee agreed to carrying out audit of annual financial report on this basis, requested the Finance Dept. of the Company to actively provide cooperation and coordination in respect of this audit, strengthen communication and connection with the audit committee and timely report the problems found in the process of audit and the progress of audit to the audit committee. 3. On March 11 , 2013, the audit committee of the board of directors examined the preliminary audit report issued by the certified public accountants for annual audit and held the following opinions after looking up partial working papers and verifying relevant facts: This preliminary examination report was prepared according to new accounting standards and basically gave a truthful and fair view of the financial position of the Company as at December 31, 2012 and its operating results and cash flow for 2012 in all major aspects. The audit committee had no objection to the preliminary examination report issued by the certified public accountants for annual audit. 4. On April 12 , 2013, the audit committee of the board of directors examined the Company's auditor's report for 2012 issued by Shine Wing Certified Public Accountants, agreed to the result of audit of the Company's financial statements for 2012 conducted by the certified public accountants and to submitting this financial audit report to the board of directors of the Company for examination. The audit committee held the following opinions on the summarization report of certified public accountants on the audit work for 2012: Shine Wing Certified Public Accountants carried out and completed the audit of the Company for 2012 strictly according to the provisions of audit laws, regulations and standards. The audit time was adequate and the auditing personnel have high professional quality, strong practicing ability and sharp risk awareness. The auditor's report issued by it reflected the financial position, operating results and cash flow of the Company for 2012 in all aspects and its audit conclusion truly reflected the actual conditions of the Company. 5. As Credit Shine Wing Certified Public Accountants . originally engaged by the Company as annual auditing body served the Company for a long time (7 years in succession from 2006 to 2012), the Company planned to no longer renew the engagement of this company as the auditing body for 2013. The Company expressed heartfelt gratitude to Credit Shine Wing Certified Public Accountants for its hard work. According to the provisions of the Company's Work System of Choosing and Engaging Certified Public Accountants, the audit committee agreed to submitting the proposal for engaging Dahua Certified Public Accountants (LLP) as the auditing body for 2013 annual audit and internal control to the board of directors and shareholders' general meeting. The annual auditing fee is RMB 0.55 million (Including traveling expenses). (II) The duty performance of the nomination committee of the board of directors On August 10, 2012, the nomination committee held a meeting, adopted the Proposal for Changing Independent Directors and submitted the proposal to the 4th meeting of the sixth board of directors of the Company for examination. V. Work of the supervisory Committee Did the supervisory Committee find any risk existing in performing the supervision activities in the 59 深圳中冠纺织印染股份有限公司 2012 年度报告全文 reporting period □Yes √No The supervisory Committee has no objection against any matters under supervision in the reporting period VI. Independence and Completeness in business, personnel , assets, organization and finance The Company is independent from its controlling shareholder in respect of personnel, assets, finance, organization and business. The particulars are as follows: 1. Business: The Company has complete business and the ability of independent operation. It is completely independent from its controlling shareholder in respect of business. 2. Personnel: The Company is independent in respect of labor, personnel and wage management. Senior executives received remuneration from the Company, who neither held position at nor received remuneration from the controlling shareholder. 3. Assets: The Company has complete assets. Its property rights are definite and not related to its controlling shareholder and other shareholders. 4. Organization: The Company established an organizational structure that is completely independent of its controlling shareholder. The board of directors, the supervisory committee and internal organs of the Company are able to operate independently. 5. Finance: The Company has independent finance. It set up independent finance department and established independent financial accounting system. It has standardized and independent financial and accounting system and financial control system applicable to branches and subsidiaries. The Company independently pays taxes according to law. It opened accounts with banks independently. The Company and its controlling shareholder do not use the same bank account. VII. Horiontal Competitions 1. There not exists the inter-industry competition between the company and the controlling shareholder & its other controlled enterprises. 2. There not exists the inter-industry operation between the company and the subordinate enterprise of actual controller. 3. Currently, the main affiliated transaction between the company and the actual controller is house tenancy, and the affiliated transaction follows the fair principle of the market. So, there is no the situation that the authenticity of the company‘s operation results is affected. VIII. Assessment and incentive Mechanism for Senior executives We appraise the performance of executives according to relevant index and criterions, the results of performance appraisal are recorded in the archives of executives, and are linked to the compensations and hiring of executives. 60 深圳中冠纺织印染股份有限公司 2012 年度报告全文 IX. Internal Control I. Internal control Construction According to the requirements of the Notice of Properly Carrying Out the Work Concerning Experiments of Standardization of Internal Control of Listed Companies in Shenzhen issued by Shenzhen Securities Regulatory Bureau and relevant provisions of Fundamental Norms of Internal Control of Enterprises and Supporting Guidelines for Internal Control of Enterprises, the Company formulated the plan for implementation of internal control norms and started the construction of comprehensive internal control system to further strengthen the construction of the Company's standardized internal control system. In the report period, the Company formulated the Collection of Internal Control Documents of Shenzhen Victor Onward Textile Industrial Co., Ltd. and issued it for implementation, which was examined and adopted at a special meeting of the sixth board of directors of the Company. The strict implementation of relevant regulations on internal control facilitated the Company's standardized operation and quickened its healthy development and protected investors' lawful rights and interests. II. Statement of the Board of directors on the Responsibility of internal control The Internal control is implemented by the Board of Directors, the Supervisory Committee, Management and all employees of the company aiming at the achievement of control target processes. The Board of Directors complies with the national laws and regulations and the requirements of securities regulatory authorities to constantly improve all the rules and regulations of the company‘s internal control, promote the establishment, perfection and effective operation of the company‘s internal control, and assume important responsibility for the integrity and rationality of all construction of internal control system. Also, the company senior managers bear the primary responsibility for the implementation of the internal control system. III.Basis for establishment of internal control of the Financial Report The company, regarding the related laws and regulations of ―Accounting Law of the People‘s Republic of China‖, ―Fundamental Norms for Enterprise Internal Control‖ and ―Application Guidelines of Enterprise Internal Control (No.14) — Financial Report‖ as the basis of establishment of the internal control of financial report for the company, implements the internal control for the standardization of preparing the financial report, submitting and analysis of use of control processes, improvement the authorization and approval system on all aspects of financial report, establishment of daily information verification system, full use of accounting information technology, accounting treatment of determination of the major issues, verification of debt of inventory assets, establishment and implementation of calculation and budget and other key aspects, in order to ensure the legality, compliance, trueness and integrity. IV. Self-assessment report of the internal control About the significant Defects of the internal control found in the internal control self-assessment report in the reporting period 61 深圳中冠纺织印染股份有限公司 2012 年度报告全文 No significant defect of internal control was found in the reporting period Date of disclosing the internal control self-assessment report, April 23, 2013 full text Index of disclosing the internal control Refer to Announcement that disclosed on www.cninfo.com.cn on April self-assessment report, full 23, 2013. text V.Internal control audit report √Applicable □Not applicable Review opinions in the internal control audit report We believe that, Shenzhen Victor Onward Textile Industrial Co., Ltd. maintained efficient internal control of financial reports in all significant aspects according to ― Basic Standards of Corporate Internal Control‖ and relevant regulations on December 31, 2012 Date of disclosing the internal April 19, 2013 control audit report, full text Index of disclosing the internal control audit report, XYZH/2012SZA1024 full text Review opinions in the internal control audit report Has the CPAs issued a qualified auditor‘s report of internal control . □ Yes √No Does the internal control audit report issued by the CPAs agree with the self-assessment report of the Board of Directors √Yes □No VI. Establishment and implementation of the Responsibility investigation system for serious Errors in the Annual Report In the report period, The company examine itself according to―Responsibility Claim System on Significant Error in Information Disclosure of Annual Report‖,there are no the occurrence of serious accounting errors correction, grave omission of information supplements. 62 深圳中冠纺织印染股份有限公司 2012 年度报告全文 X. Financial Report I. Audit report Issued unqualified auditor's report with paragraph of Type of audit opinion emphasized matters Date for signing the auditor‘s report April 19, 2013 Name of audit firm Shinewing Certified Public Accountants Document No. of the auditor‘s report XYZH/2012SZA1044 Auditors‘ Report XYZH/2012SZA1044 To All shareholders of Shenzhen Victor onward Textile Industrial Co., Ltd.: We audited accompanying financial statements of Shenzhen Victor Onward Textile Industrial Co., Ltd . (hereinafter referred to as "the Company"), including Consolidation and parent Company balance sheet on December 31, 2012, Consolidation and parent Company profit statement, Consolidation and parent Company cash flow statement for the year 2012 and Consolidation and parent Company statement of change in shareholders' equity and the notes to financial statements. I. Management‘s responsibility for the financial statements The Management is responsible for the preparation and the true and fair presentation of these financial statements in accordance with Accounting Standard for Business Enterprises and China Accounting System For Business Enterprises. These responsibilities include: (i) designing, implementing and maintaining internal control relevant to the preparation and the true and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error;(ii) selecting and applying appropriate accounting policies; (iii) and making accounting estimates that are reasonable in the circumstances. II. Auditor‘s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing for Certified Public Accountants. Those standards require that we comply with ethical requirements and plan and perform the audit to 63 深圳中冠纺织印染股份有限公司 2012 年度报告全文 obtain reasonable assurance as to whether the financial statements free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor‘s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity‘s preparation and true and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the propose of expressing an opinion on the effectiveness of the entity‘s 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. Auditing opinion In our opinion, the financial statements give a true and fair view of the financial position of the Company as of 31 December 2012 and its financial performance and cash flows for the year then ended in accordance with the Accounting Standards for Business Enterprises and China Accounting System for Business Enterprises. IV. Matters emphasized We remind the users of financial statements to pay attention to the fact that the Company stopped production and dismissed most of workers since March 2007. And most subsidiaries of the company had stopped production and it maintained daily operation by house leasing. Shenzhen Victor Onward Textile Industrial Co., Ltd. had disclosed its improvement measures in Note 11of Financial Statement, but its sustainable operation ability is still uncertain. This paragraph does not affect audit opinions that have been given. Shine Wing Certified public Accountants C.P.A: (LLP) Zhang WeiJian C.P.A: Xia Wei Beijing China April 19,2013 64 深圳中冠纺织印染股份有限公司 2012 年度报告全文 II. Financial Statements Statement in Financial Notes are carried in RMB/CNY 1.Consolidated Balance sheet Prepared by: Shenzhen Victor Onward Textile Industrial Co., Ltd. Unit:RMB Items Year-end balance Year-beginning balance Current asset: Monetary fund 52,227,262.00 53,399,316.00 Settlement provision Outgoing call loan Trading financial assets 68,900.00 Bill receivable 1,500,000.00 Account receivable 744,712.00 744,712.00 Prepayments 176,443.00 27,548.00 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 38,414.00 38,378.00 Dividend receivable Other account receivable 260,005.00 457,264.00 Repurchasing of financial assets Inventories 101,536.00 162,457.00 Non-current asset due in 1 year Other current asset Total of current assets 55,048,372.00 54,898,575.00 Non-current assets: Loans and payment on other‘s 65 深圳中冠纺织印染股份有限公司 2012 年度报告全文 behalf disbursed Disposable financial asset 751,542.00 703,055.00 Expired investment in possess Long-term receivable Long term share equity 65,784,312.00 63,192,614.00 investment Property investment 31,041,484.00 34,373,451.00 Fixed assets 12,416,459.00 12,070,406.00 Construction in progress Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets 1,860,764.00 1,901,069.00 R & D petrol Goodwill 5,099,624.00 5,099,624.00 Long-germ expenses to be amortized Differed income tax asset Other non-current asset Total of non-current assets 116,954,185.00 117,340,219.00 Total of assets 172,002,557.00 172,238,794.00 Current liabilities Short-term loans Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Bill payable Account payable 3,239,571.00 3,239,221.00 Advance payment 2,778,488.00 2,775,476.00 Selling of repurchased financial assets Fees and commissions receivable 66 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Employees‘ wage payable 766,680.00 590,220.00 Tax payable 1,622,074.00 2,700,348.00 Interest payable Dividend payable 1,215,946.00 1,215,946.00 Other account payable 32,227,317.00 31,167,220.00 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year Other current liability 1,547,263.00 1,584,784.00 Total of current liability 43,397,339.00 43,273,215.00 Non-current liabilities: Long-term loan 1,033,936.00 1,160,011.00 Bond payable Long-term payable 8,488,953.00 8,486,859.00 Special payable Expected liabilities Differed income tax liability 766,660.00 808,335.00 Other non-current liabilities 836,792.00 836,792.00 Total of non-current liabilities 11,126,341.00 11,291,997.00 Total of liability 54,523,680.00 54,565,212.00 Owners‘ equity Share capital 169,142,356.00 169,142,356.00 Capital reserves 39,790,784.00 39,742,473.00 Less:Shares in stock Special reserves Surplus reserves 26,704,791.00 26,704,791.00 Common risk provision Undistributed profit -116,273,941.00 -116,026,610.00 Different of foreign currency -511,599.00 -515,914.00 translation Total of owner‘s equity belong to 118,852,391.00 119,047,096.00 the parent company Minority shareholders‘ equity -1,373,514.00 -1,373,514.00 67 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Total of owners‘ equity 117,478,877.00 117,673,582.00 Total of liabilities and owners‘ 172,002,557.00 172,238,794.00 equity Legal representative :Hu Yongfengn Person-in-charge of the accounting work:Zhang Jinliang Person-in -charge of the accounting organ:Ren Changzhengi 2. Balance sheet of Parent Company Prepared by: Shenzhen Victor Onward Textile Industrial Co., Ltd. Unit:RMB Items Year-end balance Year-beginning balance Current asset: Monetary fund 17,293,509.00 21,483,163.00 Trading financial assets 68,900.00 Bill receivable 1,500,000.00 Account receivable Prepayments Interest receivable Dividend receivable Other account receivable 72,818,786.00 72,999,033.00 Inventories 101,536.00 162,457.00 Non-current asset due in 1 year Other current asset Total of current assets 91,713,831.00 94,713,553.00 Non-current assets: Disposable financial asset Expired investment in possess Long-term receivable Long term share equity 36,788,953.00 36,788,953.00 investment Property investment 5,060,748.00 5,397,921.00 Fixed assets 9,145,661.00 9,170,487.00 Construction in progress 68 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets 1,860,764.00 1,901,069.00 R & D petrol Goodwill Long-germ expenses to be amortized Differed income tax asset Other non-current asset Total of non-current assets 52,856,126.00 53,258,430.00 Total of assets 144,569,957.00 147,971,983.00 Current liabilities Short-term loans Trade off financial liabilities Bill payable Account payable 113,344.00 113,337.00 Advance payment 2,002,540.00 1,999,540.00 Employees‘ wage payable 735,970.00 559,510.00 Tax payable 573,074.00 1,617,284.00 Interest payable Dividend payable Other account payable 884,092.00 855,475.00 Non-current liability due in 1 year Other current liability 1,547,263.00 1,544,249.00 Total of current liability 5,856,283.00 6,689,395.00 Non-current liabilities: Long-term loan Bond payable Long-term payable Special payable Expected liabilities Differed income tax liability 4,180,138.00 4,180,138.00 69 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Other non-current liabilities 836,792.00 836,792.00 Total of Non-current liabilities 5,016,930.00 5,016,930.00 Total of liability 10,873,213.00 11,706,325.00 Owners‘ equity Share capital 169,142,356.00 169,142,356.00 Capital reserves 31,606,598.00 31,606,598.00 Less:Shares in stock Special reserves Surplus reserves 26,309,287.00 26,309,287.00 Provision of general risk Undistributed profit -88,963,263.00 -86,396,616.00 Different of foreign currency -4,398,234.00 -4,395,967.00 translation Total of owners‘ equity 133,696,744.00 136,265,658.00 Total of liabilities and owners‘ 144,569,957.00 147,971,983.00 equity Legal representative :Hu Yongfengn Person-in-charge of the accounting work:Zhang Jinliang Person-in -charge of the accounting organ:Ren Changzhengi 3.Consolidated Profit Statement Prepared by: Shenzhen Victor Onward Textile Industrial Co., Ltd. Unit :RMB Items Amount in this period Amount in last period I. Income from the key business 11,095,669.00 9,850,484.00 Incl:Business income 11,095,669.00 9,850,484.00 Interest income Insurance fee earned Fee and commission received II. Total business cost 13,388,125.00 16,626,343.00 Incl:Business cost 5,413,356.00 4,269,140.00 Interest expense 70 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Fee and commission paid Insurance discharge payment Net claim amount paid Insurance policy dividend paid Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 487,000.00 447,517.00 Sales expense 295,678.00 282,627.00 Administrative expense 7,567,920.00 8,000,296.00 Financial expenses -444,174.00 316,201.00 Asset impairment loss 68,345.00 3,310,562.00 Add:Gains from change of fir -25,480.00 -88,247.00 value (―-‖for loss) Investment gain(―-‖for loss) 2,582,153.00 -10,602,528.00 Incl: investment gains from 2,576,108.00 -10,616,493.00 affiliates Gains from currency exchange (―-‖for loss) III. Operational profit(―-‖for loss 264,217.00 -17,466,634.00 Add:Non-business income 29,498.00 8,308.00 Less:Non business expenses 582,915.00 8,088.00 Incl : Loss from disposal of non-current assets IV.Total profit(―-‖for loss) -289,200.00 -17,466,414.00 Less:Income tax expenses -41,869.00 -42,902.00 V. Net profit(―-‖for net loss) -247,331.00 -17,423,512.00 Including: Net profit realized by the entity taken over before the takeover Net profit attributable to the -247,331.00 -17,361,593.00 owners of parent company Minority shareholders‘ equity -61,919.00 VI. Earnings per share: -- -- (I)Basic earnings per share 0 -0.1 (II)Diluted earnings per share 0 -0.1 VII. Other comprehensive income 52,626.00 -6,520,810.00 71 深圳中冠纺织印染股份有限公司 2012 年度报告全文 VIII. Total comprehensive income -194,705.00 -23,944,322.00 Total comprehensive income attributable to the owner of the -194,705.00 -23,882,403.00 parent company Total comprehensive income 0.00 -61,919.00 attributable minority shareholders Enterprise combination under same controlling at the end of current period. the net profit for the enterprise to be combined is 0.00. Legal representative :Hu Yongfengn Person-in-charge of the accounting work:Zhang Jinliang Person-in -charge of the accounting organ:Ren Changzhengi 4. Profit statement of the Parent Company Prepared by: Shenzhen Victor Onward Textile Industrial Co., Ltd. Unit :RMB Items Amount in this period Amount in last period I. Income from the key business 2,834,664.00 1,529,480.00 Less:Business cost 1,585,723.00 478,671.00 Business tax and surcharge Sales expense Administrative expense 5,266,633.00 5,378,215.00 Financial expenses -2,253,351.00 -3,045,975.00 Asset impairment loss 61,132.00 4,731,272.00 Add:Gains from change of for -25,480.00 -88,247.00 value (―-‖for loss) Investment gain(―-‖for loss) 6,045.00 13,965.00 Incl: investment gains from affiliates II. Operational profit(―-‖for loss) -1,988,906.00 -6,086,985.00 Add:Non-business income 5,174.00 Less:Non- business expenses 582,915.00 522.00 Incl:Loss from disposal of non-current assets 72 深圳中冠纺织印染股份有限公司 2012 年度报告全文 III.Total profit(―-‖for loss) -2,566,647.00 -6,087,507.00 Less:Income tax expenses 171,351.00 IV. Net profit(―-‖for net loss) -2,566,647.00 -6,258,858.00 V. Earnings per share: -- -- (I)Basic earnings per share -0.02 -0.04 (II)Diluted earnings per share -0.02 -0.04 VI. Other comprehensive income -2,268.00 -6,908,399.00 VII. Total comprehensive income -2,568,915.00 -13,167,257.00 Legal representative :Hu Yongfengn Person-in-charge of the accounting work:Zhang Jinliang Person-in -charge of the accounting organ:Ren Changzhengi 5. Consolidated Cash flow statement Prepared by: Shenzhen Victor Onward Textile Industrial Co., Ltd. Unit :RMB Items Amount in this period Amount in last period I.Cash flows from operating activities Cash received from sales of goods 9,739,794.00 10,994,411.00 or rending of services 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 Net increase of client deposit and investment Net increase of trade financial 73 深圳中冠纺织印染股份有限公司 2012 年度报告全文 asset disposal Cash received as interest, processing fee and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax returned Other cash received from business 3,758,324.00 4,554,589.00 operation Sub-total of cash inflow 13,498,118.00 15,549,000.00 Cash paid for purchasing of 1,460,804.00 merchandise and services Net increase of client trade and advance Net increase of savings n 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 3,953,848.00 3,746,246.00 staffs Taxes paid 2,149,524.00 2,079,732.00 Other cash paid for business 6,318,360.00 5,520,592.00 activities Sub-total of cash outflow from 13,882,536.00 11,346,570.00 business activities Cash flow generated by business -384,418.00 4,202,430.00 operation, net II.Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains 96,861.00 Net cash retrieved from disposal 30,000.00 9,890.00 of fixed assets, intangible assets, 74 深圳中冠纺织印染股份有限公司 2012 年度报告全文 and other long-term assets Net cash received from disposal of subsidiaries or other operational units Net cash received from disposal of subsidiaries or other operational units Sub-total of cash inflow due to 30,000.00 106,751.00 investment activities Cash paid for construction of fixed assets, intangible assets and 690,127.00 18,535.00 other long-term assets 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 690,127.00 18,535.00 investment activities Net cash flow generated by -660,127.00 88,216.00 investment 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 126,343.00 129,462.00 Cash paid as dividend, profit, or interests 75 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Incl: Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities Sub-total of cash outflow due to 126,343.00 129,462.00 financing activities Net cash flow generated by -126,343.00 -129,462.00 financing IV. Influence of exchange rate alternation on cash and cash -1,166.00 -2,548,481.00 equivalents V.Net increase of cash and cash -1,172,054.00 1,612,703.00 equivalents Add: balance of cash and cash equivalents at the beginning of 53,399,316.00 51,786,613.00 term VI.Balance of cash and cash 52,227,262.00 53,399,316.00 equivalents at the end of term Legal representative :Hu Yongfengn Person-in-charge of the accounting work:Zhang Jinliang Person-in -charge of the accounting organ:Ren Changzhengi 6. Cash flow statement of the Parent Company Prepared by: Shenzhen Victor Onward Textile Industrial Co., Ltd. Unit :RMB Items Amount in this period Amount in last period I.Cash flows from operating activities Cash received from sales of goods 1,567,887.00 1,734,055.00 or rending of services Tax returned Other cash received from business 2,466,260.00 2,501,703.00 operation Sub-total of cash inflow 4,034,147.00 4,235,758.00 Cash paid for purchasing of 1,460,804.00 76 深圳中冠纺织印染股份有限公司 2012 年度报告全文 merchandise and services Cash paid to staffs or paid for 2,557,382.00 2,335,711.00 staffs Taxes paid 905,283.00 923,458.00 Other cash paid for business 3,330,336.00 2,087,780.00 activities Sub-total of cash outflow from 8,253,805.00 5,346,949.00 business activities Cash flow generated by business -4,219,658.00 -1,111,191.00 operation, net II.Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains 96,861.00 Net cash retrieved from disposal of fixed assets, intangible assets, 30,000.00 9,890.00 and other long-term assets Net cash received from disposal of subsidiaries or other operational units Other cash receivable for investment activities Sub-total of cash inflow due to 30,000.00 106,751.00 investment activities Cash paid for construction of fixed assets, intangible assets and other long-term assets Cash paid as investment Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to investment activities Net cash flow generated by 30,000.00 106,751.00 investment III.Cash flow generated by 77 深圳中冠纺织印染股份有限公司 2012 年度报告全文 financing Cash received from absorbing investment 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 Other cash paid for financing activities Sub-total of cash outflow due to financing activities Net cash flow generated by financing IV. Influence of exchange rate alternation on cash and cash 4.00 -1,089,583.00 equivalents V.Net increase of cash and cash -4,189,654.00 -2,094,023.00 equivalents Add: balance of cash and cash equivalents at the beginning of 21,483,163.00 23,577,186.00 term VI.Balance of cash and cash 17,293,509.00 21,483,163.00 equivalents at the end of term Legal representative :Hu Yongfengn Person-in-charge of the accounting work:Zhang Jinliang Person-in -charge of the accounting organ:Ren Changzhengi 7. Consolidated Statement on Change in Owners‘ Equity Prepared by: Shenzhen Victor Onward Textile Industrial Co., Ltd. Amount in this period Unit:RMB 78 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Amount in this period Owner‘s equity Attributable to the Parent Company Minor Items Less: Surplu Comm Total of Capital Special Attribu sharehol Share Shares s on risk owners‘ reserve ized table Other ders‘ Capital in reserve provisi equity s reserve profit equity stock s on 169,142 39,742,4 26,704, -116,02 -515,91 -1,373,51 117,673,58 I.Balance at the end of last year ,356.00 73.00 791.00 6,610.00 4.00 4.00 2.00 Add: Change of accounting policy Correcting of previous errors Other II.Balance at the beginning of 169,142 39,742,4 26,704, -116,02 -515,91 -1,373,51 117,673,58 current year ,356.00 73.00 791.00 6,610.00 4.00 4.00 2.00 48,311.0 -247,33 -194,705.0 III.Changed in the current year 4,315.00 0.00 0 1.00 0 -247,33 -247,331.0 (I) Net profit 0.00 1.00 0 48,311.0 (II)Other misc.income 4,315.00 0.00 52,626.00 0 48,311.0 -247,33 -194,705.0 Total of (I) and (II) 4,315.00 0.00 0 1.00 0 (III) Investment or decreasing of capital by owners 1. Capital inputted by owners 2.Amount of shares paid and accounted as owners‘ equity 3. Other (IV)Profit allotment 1.Providing of surplus reserves 2.Providing of common risk provisions 3.Allotment to the owners (or shareholders) 4.Other (V) Internal transferring of owners‘ equity 1. Capitalizing of capital 79 深圳中冠纺织印染股份有限公司 2012 年度报告全文 reserves (or to capital shares) 2. Capitalizing of surplus reserves (or to capital shares) 3.Making up losses by surplus reserves. 4. Other (VI) Special reserves 1. Provided this year 2.Used this term (VII)Other IV. Balance at the end of this 169,142 39,790,7 26,704, -116,27 -511,59 -1,373,51 117,478,87 term ,356.00 84.00 791.00 3,941.00 9.00 4.00 7.00 Amount in last year Unit:RMB Amount in last year Owner‘s equity Attributable to the Parent Company Minor Items Less: Surplu Comm Total of Capital Special Attribu sharehol Share Shares s on risk owners‘ reserve ized table Other ders‘ Capital in reserve provisi equity s reserve profit equity stock s on 169,142 39,872,5 26,704, -98,665, 5,874,83 -1,311,59 141,617,90 I.Balance at the end of last year ,356.00 34.00 791.00 017.00 5.00 5.00 4.00 Add:Retrospective adjustment caused by merger of entities under common control Add: Change of accounting policy Correcting of previous errors Other II.Balance at the beginning of 169,142 39,872,5 26,704, -98,665, 5,874,83 -1,311,59 141,617,90 current year ,356.00 34.00 791.00 017.00 5.00 5.00 4.00 \ III.Changed in the current -130,06 -17,361, -6,390,7 -61,919.0 -23,944,32 year 1.00 593.00 49.00 0 2.00 -17,361, -1,731,98 -19,093,58 (I) Net profit 593.00 9.00 2.00 -130,06 -6,390,7 1,670,070 -4,850,740. (II)Other misc.income 1.00 49.00 .00 00 80 深圳中冠纺织印染股份有限公司 2012 年度报告全文 -130,06 -17,361, -6,390,7 -6,191,90 -23,944,32 Total of (I) and (II) 1.00 593.00 49.00 0.00 2.00 (III) Investment or decreasing of capital by owners 1. Capital inputted by owners 2.Amount of shares paid and accounted as owners‘ equity 3. Other (IV)Profit allotment 1.Providing of surplus reserves 2.Providing of common risk provisions 3.Allotment to the owners (or shareholders) 4.Other (V) Internal transferring of owners‘ equity 1. Capitalizing of capital reserves (or to capital shares) 2. Capitalizing of surplus reserves (or to capital shares) 3.Making up losses by surplus reserves. 4. Other (VI) Special reserves 1. Provided this year 2.Used this term (VII)Other IV. Balance at the end of this 169,142 39,742,4 26,704, -116,02 -515,91 -1,373,51 117,673,58 term ,356.00 73.00 791.00 6,610.00 4.00 4.00 2.00 Legal representative :Hu Yongfengn Person-in-charge of the accounting work:Zhang Jinliang Person-in -charge of the accounting organ:Ren Changzhengi 81 深圳中冠纺织印染股份有限公司 2012 年度报告全文 8. Statement of change in owner‘s Equity of the Parent Company Prepared by: Shenzhen Victor Onward Textile Industrial Co., Ltd. Amount in this period Unit:RMB Amount in this period Items Less: Specializ Common Total of Share Capital Surplus Attributa Shares in ed risk owners‘ Capital reserves reserves ble profit stock reserves provision equity 169,142,35 31,606,598 26,309,287 -90,792,58 136,265,65 I.Balance at the end of last year 6.00 .00 .00 3.00 8.00 Add: Change of accounting policy Correcting of previous errors Other II.Balance at the beginning of 169,142,35 31,606,598 26,309,287 -90,792,58 136,265,65 current year 6.00 .00 ..00 3.00 8.00 -2,568,914. -2,568,914. III.Changed in the current year 00 00 -2,566,647. -2,566,647. (I) Net profit 00 00 (II)Other misc.income -2,267.00 -2,267.00 -2,568,914. -2,568,914. Subtotal of (I) and (II) 00 00 (III) Investment or decreasing of capital by owners 1. Capital inputted by owners 2.Amount of shares paid and accounted as owners‘ equity 3. Other (IV)Profit allotment 1.Providing of surplus reserves 2.Providing of common risk provisions 3.Allotment to the owners (or shareholders) 82 深圳中冠纺织印染股份有限公司 2012 年度报告全文 4.Other (V) Internal transferring of owners‘ equity 1. Capitalizing of capital reserves (or to capital shares) 2. Capitalizing of surplus reserves (or to capital shares) 3.Making up losses by surplus reserves. 4. Other (VI) Special reserves 1. Provided this year 2.Used this term (VII)Other IV. Balance at the end of this 169,142,35 31,606,598 26,309,287 -93,361,49 133,696,74 term 6.00 .00 .00 7.00 4.00 Amount in last year Unit:RMB Amount in last year Items Less: Specializ Common Total of Share Capital Surplus Attributa Shares in ed risk owners‘ Capital reserves reserves ble profit stock reserve provision equity 169,142,35 31,606,598 26,309,287 -77,625,32 149,432,91 I.Balance at the end of last year 6.00 .00 .00 6.00 5.00 Add: Change of accounting policy Correcting of previous errors Other II.Balance at the beginning of 169,142,35 31,606,598 26,309,287 -77,625,32 149,432,91 current year 6.00 .00 .00 6.00 5.00 -13,167,25 -13,167,25 III.Changed in the current year 7.00 7.00 -6,258,858. -6,258,858. (I) Net profit 00 00 -6,908,399. -6,908,399. (II)Other misc.income 00 00 83 深圳中冠纺织印染股份有限公司 2012 年度报告全文 -13,167,25 -13,167,25 Subtotal of (I) and (II) 7.00 7.00 (III) Investment or decreasing of capital by owners 1. Capital inputted by owners 2.Amount of shares paid and accounted as owners‘ equity 3. Other (IV)Profit allotment 1.Providing of surplus reserves 2.Providing of common risk provisions 3.Allotment to the owners (or shareholders) 4.Other (V) Internal transferring of owners‘ equity 1. Capitalizing of capital reserves (or to capital shares) 2. Capitalizing of surplus reserves (or to capital shares) 3.Making up losses by surplus reserves. 4. Other (VI) Special reserves 1. Provided this year 2.Used this term (VII)Other IV. Balance at the end of this 169,142,35 31,606,598 26,309,287 -90,792,58 136,265,65 term 6.00 .00 .00 3.00 8.00 Legal representative :Hu Yongfengn Person-in-charge of the accounting work:Zhang Jinliang Person-in -charge of the accounting organ:Ren Changzhengi 84 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (III)Basic Information of the Company Shenzhen Victor Onward Textile Industrial Co., Ltd. (hereinafter referred to as "the Company"), grew out of the Xingnan Printing Factory Co., Ltd, founded in 1980, was the first wholly foreign-owned enterprise in Shenzhen. In April 1984, Xingnan Printing Factory Co., Ltd was changed into foreign joint venture, and was renamed Shenzhen Victor Onward Textile Industrial Co., Ltd. . On November 19, 1991, the Company was reorganized into a joint stock limited company and renamed Shenzhen Victor Onward Textile Industrial Co., Ltd. pursuant to the approval of Shenzhen Municipal Government. The domestically listed RMB ordinary shares ("A shares, Stock code: 000018" ) and domestically listed foreign investment shares ("B shares ,stock code: 200018") issued by the Company were listed on Shenzhen Stock Exchange in 1992. By December 31, 2012, the total share capital was 169,142,356 million shares, of which circulating A-share 99,720,453 shares, circulating B-share 69,421,903. of which Union Holdings Co., Ltd. (hereinafter referred to Union Holdings ) holding limit-sale A-shares3,141,032 shares, accounting for 25.51% of the total equity, is the controlling shareholder of the company, Union Development Group Co., Ltd. (hereinafter referred to Union Group)holding circulating A –share 5,821,089 shares, accounting for 3.44% of the total equity, Union Group holds 31.32% of equity of Union Holdings and has the right to control Union Holdings, thus Union Group is the actual controller of the Company. By December 31, 2012, Victor Onward printing and dyeing (Hong Kong) Co., Ltd. (hereinafter referred to as "Hong Kong Victor Onward"), Hong Kong Victor Onward Digital Printing Co., Ltd. (hereinafter referred to as "Victor Onward Digital Printing"), Shengzhong Industrial Co., Ltd. (hereinafter referred to as "Shengzhong") ,Shenzhen East Asia Victor onward Holding (hereinafter referred to as ―East Asia Company)and Shenzhen Nanhua Printing and Dyeing as well as its wholly-funded subsidiary Nanhua Xingye Co., Ltd (hereinafter referred to as "Nanhua Xingye") are all subsidiaries of the Company. The Group is mainly engaged in the production and processing (printing and dyeing) and sales of various high-grade fabrics of pure cotton, pure linen, polyester-mixed cotton, linen cotton and mixed fiber and finished garments. Registered address: 26 Kuipeng Road, Kuiyong Town, Longgang District, Shenzhen Legal Representative: Hu Yongfeng (IV)Principal accounting policies, accounting estimates and early errors 1.Basis for the preparation of financial statements The financial statements of the Group were prepared on basis of continuous operation and according to actual transactions and matters, Accounting Standards for Business Enterprises promulgated by Ministry of Finance and relevant regulations and the accounting policies and estimation stated in Note IV - Important Accounting Policies and Accounting Estimate. 85 深圳中冠纺织印染股份有限公司 2012 年度报告全文 2. Statement on complying with corporate accounting standards The financial statements of the Group comply with the requirements of Accounting Standards for Business Enterprises, truly reflect the integrity of the financial situation, operating results and cash flows, and other relevant information of the company. 3. Fiscal year The fiscal year of the Group starts on January 1 and ends on December 31 on the Gregorian calendar. 4. Accounting standard money The Company and two subsidiaries namely Nanhua Company and Shenzhen East Asia Company take RMB as the base currency for bookkeeping while the other subsidiaries take Hong Kong Dollar as the base currency for bookkeeping. In the report year, the Company and its subsidiary Nanhua Company changed their base currency for bookkeeping from HKD into RMB because they received and made cash payment in RMB. 5. Accounting process method of enterprise consolidation under same and different controlling. (1)Enterprise merger under same control: (2)Enterprise merger under different control: 6. The compiling method of combined financial statement (1). Principles to determine the scope of merger: The Group will include the subsidiaries which have actual controlling right and the subjects which have special purpose into the scope of consolidated financial statements. (2)Accounting methods adopted in consolidated financial statements: The consolidated financial statements of the Group shall be compiled in accordance with Enterprise Accounting Standards No. 33 - Consolidated Financial Statements and the related provisions, the major internal transaction in the scope of consolidation and transactions shall be offset. The part of shareholders equity of the subsidiary which does not belong to the parent company, shall be individually listed as equity of minority shareholders in the consolidated financial statement. If the accounting policy and accounting period of the subsidiary and the company are not consistent, when compile consolidated financial statement, the financial statement of the subsidiary shall be adjusted according to the accounting policy and accounting period of the company. 86 深圳中冠纺织印染股份有限公司 2012 年度报告全文 For the subsidiary obtained by corporate merger under different control, when prepare consolidated financial statements, the individual financial statement shall be adjusted on the basis of fair value of the net assets on the purchase day; for the subsidiary obtained by corporate merger under same control, it will be taken as having been existed at the year beginning, its assets, liabilities, operating results and cash flow shall be consolidated in the financial statement according to original book value since the year beginning of the consolidation period. (2)Accounting treatment when the share equity of the same subsidiary is purchased and sold, or sold and surcease in successively two years. (7) Recognition Standard of Cash & Cash Equivalents The cash stated in cash flow statement refers to cash in hand and bank deposits usable for payment at any time. Cash equivalent refers to the investments with holding period of less than 3 months and strong liquidity that are readily convertible to known amount of cash and subject to insignificant risk of changes in value. 8. Foreign currency Convert (1)Foreign currency Transactions The foreign currency transactions the Group were accounted according to the amount of foreign currency on the first day of the current month converting to the amount of bookkeeping currency. On the balance sheet date, foreign currency monetary items would be converted into RMB by using the spot exchange rate on the balance sheet date, the conversion differences produced shall be directly included in the current loss and gain except the exchange differences produced by foreign currency special loans borrowed for purchasing or production of the assets which meet the capitalization conditions. The foreign currency non-monetary items measured by fair value shall be converted into RMB by the spot exchange rate on the fair value date, the conversion differences produced shall be directly included in current loss and gain as fair value changes. The foreign currency non-monetary items measured by historical costs shall be converted by using the spot exchange rate on the transaction date, and its RMB amount will not be changed. (2)Foreign currency statement Convert The financial statements of the company and the subsidiaries making HK dollars as bookkeeping currency shall be converted into RMB. In the course of conversion, the assets & liabilities items shall be converted by using the spot exchange rate on the balance sheet date, the items of shareholders equity except for the retained profit shall be converted according to the spot exchange rate, the items of incomes and expenses in the profit statement shall be converted by the approximate exchange rate of spot exchange rate on the transaction date. The conversion differences of foreign currency statements produced in the above conversions shall be individually listed under the item of shareholders equity. From January 1 of the report year, the Company and its subsidiary Nanhua Company changed their base currency for bookkeeping from HKD into RMB because they received and made cash payment in RMB. At the time of change, all items were translated into items stated in base currency for bookkeeping at the spot exchange rate quoted on the day of change. The amount after translation was taken as historical cost calculated in new base currency for bookkeeping. 87 深圳中冠纺织印染股份有限公司 2012 年度报告全文 The cash flow in the cash flow statement are converted by the average exchange rate of the market rates announced in the accounting period. The influences on cash flow from the changes of exchange rate are separately listed in cash flow statement. 9. Financial instruments (1) Classification of financial instruments: According to investment purposes and economic nature, the financial assets of the Group can be divided into the financial assets measured by fair value and the changes included in the current loss and gain, the expired investments held, receivables and financial assets for sale, the four categories. The financial assets measured by fair value and the changes included in the current loss and gain: mainly refer to the financial assets for sale in short term, which shall be listed in balance sheet in transactional financial assets. The expired investments held: refer to the non-derivative financial assets which have fixed expire date and fixed or determined recovering amount, and the management level has the intention or ability to hold the assets. Receivables: refer to the non-derivative financial assets which have no quotation in active market but have fixed or determined recovering amount, including notes receivable, accounts receivable, interest receivable, dividends receivable and other receivables. Financial assets for sale: include the non-derivative financial assets which are recognized as for sale when they are initially confirmed, and the financial assets which are not divided into other categories. (2) Measurement of financial instruments Financial assets are conducted initial confirmation by at fair value. The relevant expenses to obtain the financial assets measured by fair value and the changes included in the current loss and gain shall be included in the current loss and gain, the relevant transactional expenses of other financial assets shall be the initial confirmation amount. At fair value and changes in their gains and losses included in the current period of financial assets and financial assets to be sold in accordance with the fair value of follow-up measures; receivables and investments held to maturity using the effective interest method to share more than the cost listed. The changes of fair values of financial assets measured by fair value and the changes included in the current loss and gain shall be included in the changing loss and gain of fair value; all the interest and cash dividends obtained during the period holding the assets shall be confirmed as investment income; upon the disposal of the assets, the differences between the fair value and initial bookkeeping amount shall be confirmed as investment loss and gain, and at the same time, the changing loss and gain of fair value shall be adjusted. The changes of fair values of financial assets measured by fair value and the changes included in the current loss and gain shall be included in the changing loss and gain of fair value; all the interest and cash dividends obtained during the period holding the assets shall be confirmed as investment income; upon the disposal of the assets, the differences between the fair value and initial bookkeeping amount shall be confirmed as investment loss and gain, and at the same time, the changing loss and gain of fair value shall be adjusted. 88 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Except for impairment losses and monetary financial assets in foreign currency exchange gains and losses, the financial assets measured by fair value and the changes included in the current loss and gain, on the financial sheet date, the Group will check the book value of other financial assets on the balance sheet date, if there is objective evidence showing that impairment has happened on a financial asset, provision for the impairment shall be drown. (3) Recognition basis and measurement for transferred financial assets Financial assets to meet one of the following conditions, terminates confirmed: ① the right to receive cash flows from the financial asset of the contract termination; ② the financial asset has been transferred, and the group will finance almost on all the risks and rewards of ownership of assets transferred to the party; ③ the financial asset has been transferred, although the Group has neither transferred nor retained almost on all the risks and rewards of ownership of financial assets, but gave up on the control of financial assets. Enterprise has neither transferred nor retained almost on all the risks and rewards of ownership of financial assets, and did not give up on the control of financial assets, in accordance with their continuing involvement in transferred financial assets recognized on financial assets, and confirm the liabilities accordingly. Total transfers of financial assets to meet the termination of recognition criteria, the book value of the transferred financial assets, and received by the transfer price and the original included in other comprehensive income difference between the sum of the changes in the fair value of the cumulative amount of included in the current profits and losses. Financial assets part transfer meet terminated confirmed conditions of, will by transfer financial assets overall of book value, in terminated confirmed part and is not terminated confirmed part, in accordance with their of relative fair value for sharing, and will due to transfer and received of on price and the should sharing to terminated confirmed part of original meter into other integrated income of fair value changes Trojan amount of and, and sharing in book amount of difference meter into Dang period profit and loss. (4)The conditions to stopping the financial liabilities The financial liabilities of our Group shall be classified into the financial liabilities or other ones which are measured at their fair values and the variation of which is recorded into the profits and losses of the current period when they are initially recognized. The financial liabilities, which are measured at their fair values and the variation of which is recorded into the profits and losses of the current period, including transactional financial liabilities and the financial liabilities designated which are measured at their fair values and variation of which is recorded into the profits and losses of the current period when they are initially recognized, shall be made subsequent measurement on its financial assets according to their fair values, and the profits and losses arising from the change in the fair value and the dividends and interests expenses related to the financial liability shall be recorded into the profits and losses of the current period. The subsequent measurement shall be made on the basis of the post-amortization costs by adopting the actual interest rate method for other financial liabilities. 89 深圳中冠纺织印染股份有限公司 2012 年度报告全文 When financial liabilities present obligations in whole or in part have been discharged, terminating confirmed part of the financial liabilities or obligations have been discharged. Terminating confirmed part of the difference between the book value and paying the price, included in the current profits and losses. (5)The determination method for fair value of financial assets and financial liabilities 1.If there is active market for a financial instrument, the quoted prices in the active market shall be used to determine the fair values thereof. In the active market, the quoted prices of our Group for the financial assets it holds or the financial liabilities it plans to assume shall be the present actual offer for the corresponding fair values of assets or liabilities, while the quoted prices of our Group for the financial assets it plans to acquire or the financial liabilities it has assumed shall be the available charge for the corresponding fair values of assets or liabilities. Where there is no available offer or charge for a financial asset or financial liability, but there is no any significant change to the economic environment after the latest transaction day, we shall adopt the market quoted price of the latest transaction to determine the fair value of the said financial asset or financial liability. 2.Where there is no active market for a financial instrument, we shall adopt value appraisal techniques to determine its fair value. The value appraisal techniques mainly include the prices adopted by the parties, who are familiar with the condition, in the latest market transaction upon their own free will, the current fair value obtained by referring to other financial instruments of the same essential nature, the cash flow capitalization method and the option pricing model, etc. (6)Providing of impairment provision on financial assets (exclude receivable accounts) Except for financial assets at fair value through profit and loss, the Group assesses at the balance sheet date the carrying amount of other financial assets. If there is any objective evidence that a financial asset is impaired, the Group provides for such impairment losses. If there is objective evidence that an impairment loss has been incurred on financial assets carried at amortized cost, the amount of the loss is measured as the difference between the asset‘s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred). If in a subsequent period, the amount of the impairment loss increases and the increase can be related objectively to an event occurring after the impairment is recognized, the previously recognized impairment loss is reversed by adjusting the allowance account. The amount of the reversal is recognized in the income statement. If the fair value of an available-for-sale financial asset incurred a significant or prolonged decline, the cumulative loss arising from the decline in fair value that has been recognized directly in shareholders‘ equity is removed from shareholders‘ equity and recognized in the income statement. If, after impairment loss has been recognized on an available-for-sale debt instrument and the fair value of the debt instrument increases in a subsequent period whereby the increase can be objectively related to an event occurring after the impairment losses are recognized, the impairment loss is reversed and recognized in the profit and loss. If, after impairment loss has been recognized on an available-for-sale equity instrument, the fair value of the equity instrument increases in a subsequent period, the impairment loss is directly recognized in shareholders‘ equity. 90 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (7)If investment held to mature is recztegorized to sellable financial assets, please state the intention or evidence of change incapability 10. Recognition standard and providing basis of bad debt provision on receivable accounts The Group will recognize the following cases as the determination standard of loss on bad debts for accounts receivable: the debt or others can't be repaid in the foreseeable period, e.g. the debtor units have been closed, revocation, bankruptcy, insolvent, severe insufficient cash flow or the occurrence of natural disasters; the repayment obligations are delayed and failed to be performed beyond 3-year by the debt entities; there are other absolute evidences proving that unable to be collected or little possibility. The Group adopted the method of counter compensation for the possible bad debt losses, which were drown provision for bad debt by the method of individual recognition at period end and were included in the current loss and gain. The receivables which were not to be recovered, after being approved by the Group, would be regarded as bad debt loss and the provision for bed debt would be written off. (1)Accounts receivable with material specific amount and specific provisioned bad debt preparation. 91 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Account receivable with special account receivable Judgment criteria or amount standard of material specific exceeding RMB 1 million is viewed as material amount or amount criteria accounts receivable. Provision Had debt preparation in accordance with Provision method with material specific amount and the difference of present value of future cash flow provision of specific bad debt preparation below the book value . (2)The accounts receivable of bad debt provisions made by Group Method for recognition Name of impairment Basis of determination of groups allowances by group The group is classified by the credit risk features Group of account age The age analysis basised on the account age of receivables The Group is classified by the credit risk features based Group of Related party Other on the relations of account receivables and transaction objects The Group is classified by the credit risk features Deposit group Other basised on the account age of receivables . Accounts on age basis in the portfolio: √applicable□ not applicable Age Rate for receivables(%) Rate for other receivables(%) Within 1 year(Included 1 3% 3% year) 1-2 years 10% 10% 2-3 years 50% 50% Over 3 years 100% 100% Accounts on percentage basis in group: □ applicable √not applicable Accounts on other basis in group: √applicable□ not applicable Name Notes Special relationship between the related party and the Group Related party Group (such as joint ventures, associates, etc.), there is a little balance between the predicted future cash flow and the carrying amount. Including the rent deposit, purchase deposit and reserve deposit, etc., but without great individual amount and the bad debt Deposit group reserves withdrawn by combination are difficult to reflect the accounts receivable of risk features. 92 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (3)Account receivable with non-material specific amount but specific bad debt preparation Accounts receivable with non-material specific amount and being not Reason of specific bad debt able to relent its risk character by provisioning bad debt preparation in preparation provision: accordance with portfolio Provision method of bad debt Bad debt preparation will be provisioned in accordance with the preparation difference of present value of its future cash flow below its book value. 11.Inventory (1)Inventory classification The inventories of the Company include raw materials, packing articles, low-value and easily-worn articles ,Work-in-process and stock goods ,etc.. (2)Pricing method of stock delivered Stock delivered is measured according to weighted average method. (3)Confirmation basis of stock net realizable value and withdrawal method of inventory falling price reserves. The inventory at year end can be priced by depending on which is lower between cost and realizable net value if the inventory were damaged or full or partly unused or the sale price lower than cost and other reasons. The provision for devaluation of finished products and big raw materials shall be drown according to the difference which the cost of individual inventory item higher than the realizable net value; other raw materials with large quantity and low unit price shall be drown provision for devaluation according to categories. Goods in stock, products in production and other materials directly for the sale, the amount of the realizable net value shall be determined according to the estimated sale price deducting the estimated sale expenses and relevant taxes; the amount of realizable value of material inventory for production shall be determined according to the estimated sale value of finished products deducting the estimated cost which will happen before the completion and estimated sale cost and relevant taxes. The inventory holding for the implementation of sale contract or service contract, the realizable net value shall be accounted on the basis of contract price; if the quantity of inventory held by enterprise is bigger than the quantity ordered in the sale contract, the realizable net value of the excess inventory shall be accounted on the basis of general sale price. (4)Inventory system Inventory system adopts the perpetual inventory method. (5)Amortization method of consumption goods with low value and wrap page Consumption goods with low value: Consumption goods with low value adopt one time amortization method when used. Packing: 93 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Wrap page: Wrap page adopts one time amortization when used. 12.Long-term equity investment (1)Investment cost confirmation Long-term equity investments mainly include the equity investments which are held by the Group and the ones that the units being invested can be controlled or jointly controlled, or the equity investments which have not quotation in active market and the fair value can not be reliably measured. The long-term equity investments obtained through merger of companies under same control the merger were the owner's equity book value of the shares as a long-term equity investment of initial investment cost. The long-term equity investments obtained through merger of companies under different control shall make the fair value which made on the merger (purchase) to pay the control of the assets or liabilities as the merger cost. Apart from the long-term equity investments stated above, the long-term equity investment obtained by cash, the initial investment obtained by cash will be determined according to the price actually paid, initial investment costs include the direct costs, tax, and other necessary expenses to obtaining long-term investment; the initial investment will be determined according to the fair value of the equity securities issued; the long-term equity investments invested by investors, the initial investment cost shall be determined according to contract value; the long-term equity investment obtained by debt restructuring, non-monetary assets or other methods, the initial investment cost shall be determined according to the relevant accounting standards. (2)Rear measuring and profit and loss confirmation method If the subsidiary uses the cost method to account, adjustment shall be conducted according to equity method when prepare the consolidated financial statements; the joint venture and joint venture investment using the equity method; for the long-term equity investments which have no control or joint control or significant influence and no price in an active market, the method of cost shall be adopted to account; the long-term equity investments which have no control or joint control or significant influence, there are quotations in an active market and the fair value can be reliably measured, shall be accounted as financial assets for sale. When using the method of cost accounting, the long-term equity investments were priced by the initial investment costs.Additional investment to recover the cost of long-term equity investment. When using the equity method accounting, the current investment gains and losses are the share of net losses and gains to be owned or shared and achieved in the current year by the unit being invested. When determining the share to be shared by the unit being invested, on the basis of the fair value of the identifiable assets, according to the accounting policy and accounting period of the Group, offsetting the internal transaction loss and gain and the part that the equity proportion attributable to the joint enterprise and united enterprise, and confirm the net profit of the unit being invested after profit adjustment. For the long-term equity investments on joint venture enterprises and joint owned enterprises held before the first implementation date, if existing the debit difference relating to the equity investment, the debit difference of equity investment, after deducting the investment loss and gain according to the original remained period, should be confirmed as investment gains and losses. The Group shall adopt the cost method to calculate for those invested units that never have the jointed control or significant impacts due to the investment reduced, and a long-term equity investment for which there is no quoted price in the active market and whose fair value cannot be reliably measured; Also, the cost method shall be adopted to calculate for the long-term equity investment able to be implemented and 94 深圳中冠纺织印染股份有限公司 2012 年度报告全文 controlled to the invested units due to the investment supplemented; Moreover, the equity method shall be adopted to account for performing the jointed control or significant impacts to the invested units but no control formed due to the investment supplemented, or without control to the invested units but able to implement the long-term equity investment of jointed control or major impacts to the invested units due to disposing of the investment. The gap between the carrying amount and actual payment gained in disposal of the long-term equity investment will be recorded into the investment interest of the current period. Using the equity method for calculating the long-term equity investment which is recorded into the owner's equity due to other changes except for the net profits or losses of the invested units, the initial parts recorded into the owner's equity shall be transferred into the investment returns of the current period when disposal of the investment. (3) Confirm the basis that has common control and major infection upon invested unit. Joint control refers to the control that common control on some economic activities according to contract. The references for the determination of common control are the business activities which any operating party can not be controlled independently; the decisions relating to basic operating activities of the joint venture enterprise are to be agreed by all joint parties. Significant impact refers to having the right to participate in decision making on financial and operating policies of the units being invested but can not control or jointly control the making of these policies. The determining reference of significant impact is to own 20% (inclusive) or more but less than 50% of the voting shares directly owned by the Group or owned through subsidiaries, unless there is clear evidence that under that circumstance the production operating decision can not be participated and no major influence will formed. (4)Depreciation testing method and depreciation reserve withdrawal method. The Group conducts inspection on long-term equity investments, fixed assets, construction in progress, intangible assets with limited service life on every balance sheet date. when exist the following signs showing that the assets may have impairment, the Group will conduct impairment test. The intangible assets without certain service life, whether it has impairment signs, impairment tests shall be conducted at the end of each year. If the recoverable amount of single asset can not be tested, it shall be tested on the basis of the asset group the asset belong to or the asset combination. After the impairment test, if the book value of the asset exceeds its recoverable amount, the deficiency is recognized as the impairment loss, upon the confirmation of the above assets, they will not be transferred back in the following accounting period. The recoverable amount of the asset refer to the net amount of the fair value of the asset deducting disposal cost of assets and the present value of the expected future cash flows. The signs of impairment as follows: (1). Current market value of assets decreased significantly, the decline is significantly higher than the decline due to time passage or normal use. (2) The economic, technical or legal environment of the company and the market of the assets will have significant change in the current period or in the near future, therefore negative impact on the enterprise. (3) Market interest rates or other market return rate of investment in the current period have been increased, thus affecting the discount rate of the predicted cash flow, and resulting in the significant reduction in the amount of recoverable assets. (4) There is evidence showing that the assets were actually obsolete or damaged. (5) The assets have been or will be idle, ended the use or disposed in advance. 95 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (6)There are evidences of internal report showing that the economic performance of the assets has been lower than or less than what expected, such as the net cash flow created by assets or the operating profits (or losses) realized are far below (or above)the expected amount. (7) Other signs showing the assets may have or have had impairment. 13. Investment real estate The investment real estates of the Group are the rental buildings. The investment real estates are accounted by the cost, the purchased investment real estates include the cost of the purchase price, related taxes and fees and other expenses which can be directly attributable to the assets; the costs of investment real estate self constructed include the necessary expenses to construct the asset to reach the predicted use state. The Group adopts the cost method to conduct follow-up measurement on investment real estates are accounted devaluations and amortized. The expected service life, net residual rate and value depreciation rates of investment real estate are as follows: Type Expected useful Estimated residual value Annual depreciatio life(Year) rate n rate(%) Real estate in 20-50 years 0% 2%-5% Hongkong Real estate in 20-30 years 10% 3%-4.5% China If the investment real estate is changed to self use, since the date of change, investment real estate shall be converted into fixed assets or intangible assets. The function of self-use real estate is to earn rent or capital appreciation, then since the date of change, the fixed assets or intangible assets shall be converted into investment real estate. When the conversion happens, the book value before the conversion will be the book value after the conversion. When the real estate investment is disposed or will never be used, and economic interests can not be obtained from the disposal, the confirmation of the investment real estate shall be terminated. The amount of the income from the sale, transfer, disposal of the investment in real estate deducting the book value and related taxes and fees shall be included in the current loss and gain. Using the fair value model for subsequent measurement, should disclose the accounting policy adopted pursuant to, including the identification of investment real estate market real estate locations have active basis; Companies able to make the same or similar from the real estate market real estate market prices and other relevant information, so as to estimate the fair value of investment property basis; Indication of when to estimate the fair value of investment property key assumptions and main determining factors involved. 96 深圳中冠纺织印染股份有限公司 2012 年度报告全文 14. Fixed assets (1)Confirmation conditions of fixed assets Fixed assets refer to the tangible assets which have the following characteristics at the same time, namely, held for production of goods, providing services, leasing or operation and management, and the life span shall not be more than a year, and the unit value is high. Classification of fixed assets: houses and buildings, machinery and equipments, transportation equipments, office equipments and others. The fixed assets shall be measured according to the actual cost to obtain them, including, the cost of purchasing the fixed assets including the purchase price, value-added tax, import tariffs and other related taxes, and other expenses happened to reach the predicted use state; the cost of building the fixed assets, which are composed of the expenses to reach the predicted use state of the assets; the fixed assets invested by investors, the value on the contract or agreement shall be the accounting value, but if the contract or agreement value is not fair, the fair value shall be accounted; the fixed leased assets, the lower amount of the fair value of leased assets and the present value of the lowest lease payment shall be as the accounting value. Follow-up expenditures on fixed assets, including major repair expenses, expenses on updated improvement and other, To confirm compliance with the conditions of fixed assets, it shall be included in the cost fixed assets, the recognition of book value of replaced the part shall be terminated; If not meeting the conditions of confirming fixed assets, they should be included in the current period. (2)Cognizance evidence and pricing method of financial leasing fixed assets (3)Fixed assets depreciation method In addition to the fixed assets which depreciation and impairment had already fully accounted and the lands which are separately accounted, the Group accounts depreciation on all fixed assets. The method of average number of years will be used when accounting depreciation which will be included in the costs and expenses of the relevant assets. The predicted net residual rate, classified depreciation years and depreciation rates are as follows: No Type Expected useful Estimated residual value Annual depreciation r life(Year) rate ate(%) 1 Real estate in 20-50 years 0% 2%-5% Hongkong 2 Real estate in 20-30 years 10% 3%-4.5% China 3 Machinery and equipment 5-14 years 10% 6%-18% 4 Transportation equipment 4-5 years 10% 18%-22.5% 97 深圳中冠纺织印染股份有限公司 2012 年度报告全文 5 Office equipment and 5 years 10% 18% other Type Expected useful Estimated residual value rate Annual depreciation rate(%) life(Year) House and Building 20-50 0% 2%-5% Machinery and equipment 5-14 10% 6%-18% Electronic equipment 5 10% 18% Transportation equipment 4-5 10% 18%-22.5% (4)Depreciation measuring method and depreciation reserves withdrawn method of fixed assets Refer to 13. Long-term equity investment (4) - Methods of Impairment Testing and Provision for Impairment for the details of methods of impairment testing and provision for impairment of fixed assets. (5)Other At the end of each year, the Group shall recheck the predicted service life of fixed assets, the predicted net residual value and depreciation method, if changes happen, then it shall be treated as accounting estimate. When the fixed assets were disposed, or expected to be used or the disposal can not have economic interests, the confirmation of the fixed assets shall be terminated. The income from the sale, transfer or damage of the fixed assets deducting the book value and related taxes shall be included in the current loss and gain. 15. Projects under construction (1)Categories of projects under construction The price of the construction project: determine the costs according to the actual expenditure on the project. Measure the price of the self-operated projects according to the direct materials, direct wages, direct construction costs; Measure the turnkey projects according to the price should be paid on the project; measure the project of equipment installation according to the value, of the equipment, installation costs, and the expenditures on the trial operation to determine the project costs. The costs of projects under construction also include the cost of borrowing to be capitalized and exchange gain and loss. (2)Standard and timing for transferring of projects under construction to fixed assets The time for the construction project converted to the fixed assets: the fixed assets of the company reached the predicted state, according to the budget of the project, construction cost or the actual cost of the project, transfer the fixed assets according to the predicted price, account the depreciation from the next month on. Upon finishing the procedures, make relevant adjustment. (3)Impairment text and providing of impairment provisions on projects under construction 98 深圳中冠纺织印染股份有限公司 2012 年度报告全文 16. Borrowing cost (1)Principle of the recognition of capitalized borrowing costs The assets which meet capitalization conditions, refer to the fixed assets, investment real estates and other inventories which are constructed for a long time (usually more than one year) to achieve the intended use or sale of state to. (2)Capitalizing period of borrowing expenses (3)Temporarily suspension of capitalizing period If meet the capitalization conditions or non-normal breaks occurred in the course of production and the break time is more than three months, then the capitalization of borrowing costs shall be suspended; when the acquisition or construction or production meet the conditions of capitalization and achieve the predicted use or sale state, Asset acquisition or production activities began. (4)Calculating of borrowing expense capitalizing Borrowing costs include interest on borrowings, amortization of discount or premium, as well as the supporting costs and exchange difference due to foreign currency borrowing. The borrowing costs which can be directly attributed to capitalized condition, and taken place in the capital expenditure, borrowing costs have taken place, in order to meet the assets available for sale or purchase of the necessary state of construction or production activities, the capitalization begins; when the construction or purchase of the conditions of production in line with the capital assets reached the sale state, the capitalization should stop. And the rest borrowing costs should be recognized as expenses in the current period. Borrowing costs include interest on borrowings, amortization of discount or premium, as well as the supporting costs and exchange difference due to foreign currency borrowing. The borrowing costs which can be directly attributed to capitalized condition, and taken place in the capital expenditure, borrowing costs have taken place, in order to meet the assets available for sale or purchase of the necessary state of construction or production activities, the capitalization begins; when the construction or purchase of the conditions of production in line with the capital assets reached the sale state, the capitalization should stop. And the rest borrowing costs should be recognized as expenses in the current period. 17. Biological assets 18.Oil gas assets 19.Intangible assets (1)Pricing of intangible assets The intangible assets of the Group include land use rights and computer software. Including: For the intangible assets purchased, the actual purchase price was the actual cost; For the intangible assets invested by 99 深圳中冠纺织印染股份有限公司 2012 年度报告全文 investors, The actual cost of intangible assets invested by investors, shall be determined according to the contract or agreement value, but if the contract or agreement values are not fair, the actual costs shall be determined according to the fair value. (2)Estimation of service life of intangible assets with limited service life Name Expected useful life Basis (3)Intangible assets without certain useful life Since the date of selling land use rights, they are amortized according to the years sold; patent technology, non-patent technology and other intangible assets are amortized in accordance with the expected number of years, the benefited years specified in the contract and the effective length according to law. The amount to be amortized will be included in the related asset costs and current loss and gain according to the benefited targets. The predicted service life of the intangible assets and amortization methods should be rechecked and adjusted at the end of each year. Recheck the intangible assets with uncertain service life in each accounting period should be rechecked, if there is evidence showing that the service life of the intangible asset is limited, then estimate its service life and amortized it within the predicted service life. (4)Provision for impairment of investment assets Provision for impairment of investment assets Refer to 13. Long-term equity investment (4) - Methods of Impairment Testing and Provision for Impairment for the details of methods of impairment testing and provision for impairment. (5)Dividing of research stage and development stage of internal R& D projects (6)Accounting of internal R & D expenses 20.Long-term amortization expenses The long-term expenses of the Group to be amortized refer to all the expenses already paid but should be undertaken in the current period or in the coming period with amortization period more than 1 year (not including 1 year), the expenses will be amortized averagely in the benefit period. If the long-term prepaid expenses can not benefit from subsequent accounting period, then all amortization value of the project not amortized should be transferred to the current loss and gain. 100 深圳中冠纺织印染股份有限公司 2012 年度报告全文 21.Asset transferring with repurchasing terms 22.Predicted liabilities (1)Recognition of Predicted liabilities When the external security, commercial acceptance bill discount, pending litigation or arbitration, product quality assurance or business related matters subject to the following conditions at the same time, the Group will identify it as liabilities: the obligation is a present obligation of the Group; the enforcement of the obligation is likely to lead to the outflow of economic benefits; the amount of the obligation can be measured reliably. (2)Accounting of Predicted liabilities Predicted liabilities shall be conducted initial measurement according to the best estimates of related existing liabilities, and comprehensively consider risks, uncertainties and the time value of money and other factors relating to contingent events. Time value of money has the greatest influence, the best estimates shall be determined by future cash outflow. On the balance sheet, recheck the book value of predicted liabilities, adjust the book value to reflect the current best estimates if there are any changes. 23.Share payment and equity instrument (1)Category of share payment (2)Recognition of fair value of equity instruments (3)Recognition basis of best estimation of exercisable equity instruments (4)Accounting treatment of share payment plan to be implemented, revised , and terminated 24.Repurchasing of the Company‘s shares 25. Revenues (1)Recognition time for sales of goods When the Group had transferred the ownership of the risks and rewards of the commodities to the buyer, the Group does not keep the management right relating to ownership and does not implement effective control on the commodities sold out, the income amount can be reliably measured, and the related economic benefit will possibly flow into the enterprise, and when the related costs may happen or had happened can be measured reliably, the realization of the commodity sold out should be confirmed. 101 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (2)Incomes from transferring asset use right The economic interests relating to transaction can flow into the company, and the relevant incomes and costs can be reliably measured, the sales income of transferring assets use right shall be confirmed. (3)Confirm the evidence to provide labor income (4)Deciding of completion percentage when percentage basis is adopted to recognize income from service providing or construction contracts 26. Governmental subsidy (1)Categories Government subsidies, when the Group can meet the conditions attached and can receive, shall be confirmed. If government subsidies are monetary assets, they shall be measured according to the amount received; the subsidies allocated according to rated standards, they shall be measured according to the amount receivable. If government subsidies are non-monetary assets, they shall be measured according to fair value; if the fair value can not be reliably measured, they shall be measured according to nominal amount (1 yuan). (2)Accounting treatment The government subsidies relating to assets shall be recognized as deferred income, and be averagely distributed within the service life of relevant assets, and be included in the current loss and gain. If the government subsidies relating to income are used to compensate the related expenses and losses, they shall be confirmed as deferred income and be included in the current loss and gain in the period of confirming relevant expenses. If used to compensate the relevant expenses and losses happened, they shall be included in the current loss and gain. 27. Deferred income tax assets/Deferred income tax liability (1)Confirmation of deferred income tax assets Deferred income tax assets and deferred income tax liabilities shall be confirmed according to the difference between the tax base of assets and liabilities and their book value (temporary differences). The loss and tax which can be offset in the future years shall be recognized as temporary differences to determine the corresponding deferred income tax assets. On the balance sheet date, deferred income tax assets and deferred income tax liabilities shall be measured by the predicted application rate. The Group shall determine the deferred income tax assets produced by the deductible temporary differences within the amount limit of payable taxes which are likely used to deduct the temporary differences. The book value of the recognized deferred income tax assets shall be deducted when the deferred income tax assets produced by the deductible temporary differences within the amount limit of payable taxes which are likely used to deduct the temporary differences. When enough payable tax can be obtained, the deducted amount shall be transferred back. 102 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (2) The confirmation of deferred income tax liability Deferred income tax assets and deferred income tax liabilities shall be confirmed according to the difference between the tax base of assets and liabilities and their book value (temporary differences). 28.Operational leasing and Financing leasing (1)Accounting of operational leasing Operating lease refers to the other lease apart from financing lease. As the lessee, during the lease period, the Group included the related asset cost and current losses and gains by the straight-line method during the lease period. The rent of the Group will be confirmed as income during the lease period by the straight-line method. (2)Accounting treatment of financing leasing Financing lease essentially refers to the lease that transferred all the risks and rewards relating to asset ownership. As the lessee, on the beginning date of lease, the Group took lower one in the cash of the fair value and the lowest lease payment as the book-keeping value of the fixed assets leased in by financing, and the lowest lease payment as the accounting value of the long-term payment, and the difference between the them will be recorded as financing costs not confirmed. (3)Assets acquired under finance lease 29. Sellable assets in possession (1)Recognition of sellable assets in possession (2)Accounting treatment of sellable assets in possession 30.Securitilization of assets 31.Hedging instruments 32.Change of main accounting policies and estimations Is there any material change of accounting policies occurred in the year □ Yes √ No (1)Change of accounting policies Is there any change in accounting policies in the report period □ Yes √ No 103 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (2)Change of accounting estimations Is there any change in accounting estimations in the report period □ Yes √ No. 33.Correction of accounting errors in previous period Is there any accounting error with previous period found in the report period □ Yes √ No (1)Retrospective restatement Is there any retrospective restatement on the accounting error with previous periods done in the report term □ Yes √ No (2)Future adoption method Is there any future adoption method apply able to accounting errors with previous period, found in the report period. □ Yes √ No 34.Other principal accounting policies, estimations and preparation method of financial statements 1)Goodwill Goodwill refers to the difference of equity investment under the control of the same cost or merger of enterprises should enjoy more than the cost or a merger of the investment was the purchase of flats or net assets in order to obtain. The goodwill related to subsidiaries shall be individually listed in the consolidated financial statements, the goodwill related to joint companies and associated companies shall be included in the book value of long-term equity investments. 2)Employee‘s salary During the accounting period, workers‘ salary shall be recognized as liability, and be included in relevant cost and expenses according to the beneficiary target of the service provided by workers, and shall be included in the relevant cost and expenses. The compensations for the cancelation of workers‘ labor relationship shall be included in the current loss and gain. Including wages, bonuses, allowances and subsidies, welfares, social insurance and housing accumulation fund, union fee and workers‘ education fund, and other related expenses related to obtain services provided by 104 深圳中冠纺织印染股份有限公司 2012 年度报告全文 employees. If decide to relieve the labor relationships with employee before the employment contracts become mature, or encourage workers to voluntarily accept the compensation proposal due to redundancy, while the Group has have a formal plan for termination of labor relationship or have proposed the voluntary redundancy scheme which will be implemented, and the Group is unable to unilaterally withdraw the plan on the cancellation of labor relationship or the layoff proposal, the anticipated debts, confirmed to be caused by the compensation due to relieve of labor relationships with workers, shall be recorded into the profits and losses of the current period. 3)Accounting of income tax The accounting of income tax of the Group shall use the method of debt of balance sheet. The income tax expenses include current income tax and deferred income tax. The current income tax and deferred income tax relating to the transactions and events directly included in shareholders equity shall be included in shareholders equity, except the book value of deferred income tax adjustment goodwill, the rest current income tax and deferred income tax or income shall be included in the current loss and gain. Current income tax cost refers to the amount of payable income tax which shall be paid to tax department according to the current transactions and events determined according to tax provisions; deferred income tax refers to difference between deferred income tax balance sheet debt in accordance with the law shall be recognized deferred income tax assets and deferred income tax liabilities in the amount originally confirmed. 4)Corporate consolidation Corporate consolidation refers to two or more separate companies merge and form a transaction or event of report subject. The consolidation day or purchase day or the consolidation date of obtaining the assets or liabilities, shall be confirmed as the date of obtaining the control right of the party being merged or purchased. The corporate consolidation under same control: the assets and liabilities obtained by the consolidation party in the merger shall be measured according to the book value of merged party on the consolidation day. The difference between the book value of net assets obtained by the consolidation party and the book value of the consolidation price paid, the capital public reserve shall be adjusted; if the capital public reserve is not enough to be deducted, the retained earnings shall be adjusted. The corporate consolidation under different control: the consolidation cost is the fair value of equity stocks issued and the assets and debts paid to obtain the control right of the purchased party on the purchase day. The difference between the consolidation cost and fair value of recognizable net asset, shall be confirmed as goodwill; if the consolidation cost is smaller than the fair value of recognizable net asset of the purchased party, the difference shall be included in current loss and gain upon confirmation. (V)Taxation 1.Main categories and rates of taxes Taxes Tax references Applicable tax rates 105 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Income from sales of products and VAT 17% processing Business tax Business income 5% City maintenance and construction tax Turnover tax 7% Enterprise income tax Amount of income taxable 25% Education surtax Turnover tax 3% Local surcharge for Education Turnover tax 2% Income tax rate applicable to branches and factories. The interest rate of corporate income tax of the company and subsidiaries in China mainland is 25%, according to the State Council on December 26, 2007, of the [2007] No. 39 Notice on the Implementation of Enterprise Income Tax Preferential Policies for the Transition, the enterprise income tax rate of the Company and the subsidiaries in China mainland gradually transited from 15% to 25%, the company implement the transition rate of 25% in 2012 the interest rate of the income from Hong Kong of the subsidiaries in Hong Kong is 16.5%. 2. Tax preference and approval file 3.Other The subsidiaries of the company in Hong Kong do not need to pay the domestic tax. (VI) Enterprise consolidation and combined financial statements 1. Subsidiary (1)Subsidiary obtained through establishment or investment Unit:RMB After wrote Amount Other down used to projects current write balance period Actual Proporti Whether Interest down Full essential Holding loss of Registra Register capital on of consolid of lost name of Subsidia Busines Busines ly from proporti minority tion ed amounts voting ation of minority included subsidia ry type s s scope net on sharehol place capital of rights(% report sharehol in ry investm (%) ders the end ) form der minority ent to over sharehol subsidia equity der ry beginni interest ng share of 106 深圳中冠纺织印染股份有限公司 2012 年度报告全文 minority sharehol ders in the subsidia ry from the parent compan y‘s share ,B alance of Owner's equity Purchase of raw materials, marketin Hong 2,400,0 g of Kong Limited printed Hong 02 2,400,0 Victor Compan Trade and dyed 100% 100% Yes 0.00 0.00 0.00 Kong (HKD 02.00 Onward y woven ) fabrics, Co.Ltd investme nt and holding business Sales of Shenzho 1,000,0 Corduroy Limited ng Hong 00 , dyed 1,000,0 Compan Trade 100% 100% Yes 0.00 0.00 0.00 Compan Kong (HKD cloth and 00.00 y y ) printed cloth Productio n and 85,494, Nanhua Limited sales of Shenzhe Product 700 85,494, Compan Compan printed 69.44% 69.44% Yes 0.00 0.00 0.00 n ion (HKD 700.00 y y cloth and ) dyed cloth Sales of Xinye Limited 10,000 Hong printed 10,000. Compan Compan Trade (HKD 100% 100% Yes 0.00 0.00 0.00 Kong cloth and 00 y y ) dyed 107 深圳中冠纺织印染股份有限公司 2012 年度报告全文 cloth Textilet,P rinting and dyeing industry Shenzh and Limited en East Shenzhe 3,000,0 Raw 3,000,0 -1,373,5 Compan Trade 51% 51% Yes 0.00 0.00 Asia n 00 materials 00.00 14.00 y Co ,Machine ry equipmen t and other fabrics Notes (2)The company has no subsidiary company acquired via enterprise consolidation under same controlling. Unit:RMB After wrote down current period loss of minority sharehold Other Amount ers over projects used to equity Actual balance write Full name Proportio Whether Interest of beginning capital essentiall Holding consolidat down lost of Subsidiar Registrati Business Registrati Scope of proportio n of ion of minority share of amounts y from n included subsidiary y type on Place character on capital business voting report sharehold minority of the net (%) in company rights(%) form er sharehold end investmen minority ers in the t to sharehold subsidiary subsidiary er interest from the parent company‘ s share ,Bal ance of Owner's equity 108 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Notes (3)The company has no subsidiary company acquired via enterprise consolidation under same controlling. Unit:RMB After wrote down current period loss of minority sharehold Other Amount ers over projects used to equity Actual balance Whether write Full name Holding Proportio Interest of beginning capital essentiall consolidat down lost of Subsidiar Registrati Business Registrati Scope of proportio n of minority share of amounts y from ion of included subsidiary y type on Place character on capital business n voting sharehold minority of the net report in company (%) rights(%) er sharehold end investmen form minority ers in the t to sharehold subsidiary subsidiary er interest from the parent company‘ s share ,Bal ance of Owner's equity Notes 2. Entities with special purposes or entities on which the Company has controlling power through entrusted operation or leasing Unit:RMB Major transactions with the Major assets, liabilities items recognized in the consolidated Name Company statements and its year-end balances Notes 3. Changes of combination scope at current period Notes □Applicable √Not applicable 109 深圳中冠纺织印染股份有限公司 2012 年度报告全文 4. Entities newly included in consolidate scope during the reporting period and entities ceasing to be included in consolidate scope during the reporting period. Subsidiaries, special purposes entities, operation entity where controlling right is formed under entrusted operation or leasing newly included in consolidation scope during the period. Unit:RMB Name Net asset at the end of 2012 Net profit of 2012 There is no other changes in consolidation scope except this . there is no other is no other main part to be newly included or to be excluded in consolidation scope of this period. Unit:RMB Name Net asset of Disposition date Net profit of at disposal day Notes 5. Business combinations involving entities under common control that happened in current reporting period Unit:RMB Justifications for classifying as The actual Consolidated cash business controller which flows from current Combined party combinations Income Net profit imposes the period to the involving entities common control combining date under common control None 6. Business combinations involving entities under common control that happened in current reporting period Unit:RMB Merged party Goodwill Amount Goodwill calculation method 7.Sell stock right losing controlling right to decrease subsidiary company. Subsidiary Disposal date Recognition method for gains and losses Other explanation for loss of subsidiaries due to disposal of equity interests without controlling rights 110 深圳中冠纺织印染股份有限公司 2012 年度报告全文 8.Reverse acquisition occurred in the report period Recognition of goodwill or method to determine the Backdoor Reverse acquisition occurred merge through profit or loss combination costs calculation method Notes 9.Takeover occurred in the report period. Unit:RMB Type of consolidation by merger main assets to merge Main Liabilities to merge Merger under the same control Items Amount Items Amount Merger by absorption under the different control Items Amount Items Amount Notes 10.Exchange rate of main accounts of overseas businesses The spot exchange rate of HK dollar to RMB was 0.8107 at year beginning, and the spot exchange rate at year end was 0.8109 the approximate exchange rate of the spot exchange rate uses the current average exchange rate 0.8108. (VII). Notes to the major items of consolidated financial statement 1.Monetary Capital Unit:RMB Year-end balance Year-beginning balance Items Exchange Exchange Foreign currency RMB Foreign currency RMB rate rate Cash -- -- 66,684.00 -- -- 13,567.00 RMB -- -- 62,790.00 -- -- 10,547.00 HKD 4,802.00 0.81% 3,894.00 3,725.00 0.81% 3,020.00 Bank deposit -- -- 51,492,804.00 -- -- 52,631,239.00 RMB -- -- 25,739,776.00 -- -- 27,166,560.00 HKD 30,435,747.00 0.81% 24,680,347.00 30,084,085.00 0.81% 24,389,168.00 USD 170,660.00 6.29% 1,072,681.00 170,692.00 6.3% 1,075,511.00 Other monetary capital -- -- 667,774.00 -- -- 754,510.00 RMB -- -- 667,774.00 -- -- 754,510.00 111 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Total -- -- 52,227,262.00 -- -- 53,399,316.00 Notes of Monetary fund has not these conditions such as usage limitation for mortgage, pledge or frozen fund, stored overseas, with potential recovery risk. 2.Transactional financial assets (1)Transaction financial assets Unit:RMB Items Fair value as at period-end Fair value as at period-begin Equity tool investment for transaction. 0.00 68,900.00 Total 68,900.00 (2)Transactional financial assets with restriction to liquefy Unit :RMB Limited conditions in sales, liquidation and some Items Year-end amount others (3)Statements on hedge instruments and related trading 3.Bill receivable (1)Classification bill receivable Unit:RMB Classification Year-end balance Year-beginning balance Bank acceptance 1,500,000.00 Total 1,500,000.00 (2)Bill receivable under pledge Unit:RMB Issuer Date of issue Expired on Amount Remark 112 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (3)Bill transferred to account receivable for the issuer is not able to execute the liability , and notes endorsed to other parties but are not mature yet at the end of period. Bill transferred to account receivable for the issuer is not able to execute the liability Unit:RMB Issuer Date of issue Expired on Amount Remark Notes: Bill endorsed to other parties but not due Unit:RMB Issuer Date of issue Expired on Amount Remark Notes : Statements on commercial accepted notes already discounted or under pledge: 4.Dividend receivable Unit:RMB Whether the Amount at year Increase at this Decrease at this Amount at period Reasons for not relevant funds Items beginning period period end being recovered have signs for impairment Including: -- -- -- -- -- -- Including: -- -- -- -- -- -- Notes 5. Interest receivable (1)Interest receivable Unit :RMB Items Beginning of term Increased this term Decreased this term End of term Fixed deposit interest 38,378.00 154,971.00 154,935.00 38,414.00 Total 38,378.00 154,971.00 154,935.00 38,414.00 (2)Overdue interests Unit:RMB 113 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Loan provided by Days overdue(day) Amount of interests overdue (3)Statement on interest receivable The interests receivable was the ones for the subsidiary of the company Hong Kong Victor Onward Bank‘s deposits, with principal about RMB 36.60 million. 6. Account receivable 1.Classification account receivables. Unit :RMB Amount in year-end Amount in year- begin Book Balance Bad debt provision Book Balance Bad debt provision Classification Amount Proportion( Amount Proportion( Amount Proportion( Amount Proportion(% %) %) %) ) Receivables with major individual amount and bad debt provision provided individually receivables 3,715,397. 3,714,877 29.48 2,970,685.00 79.96 29.47% 2,970,165.00 79.95% with major individual 00 .00 amount and bad debt provision provided individually Receivables provided bad debt provision in groups Account receivable with minor individual amount 8,888,114 8,892,549 70.52 8,888,114.00 100.00 70.53% 8,892,549.00 100% but bad debt provision is .00 .00 provided 12,603,511. 11,858,799. 12,607,42 11,862,714.0 Total l -- -- -- -- 00 00 6.00 0 Category explanation of accounts receivable: Receivable accounts with large amount individually and bad debt provisions were provided √ Applicable □ not applicable Unit:RMB Description Book balance Bad debt provision Rate(%) Reason to provide Hong Kong Victor Onward Co., Ltd. 1,606,281 861,569 53.64 Aging long 114 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Carnival Index International Ltd 1,098,820 1,098,820 100.00 Aging long TAI YANG ENTERPRISE CO.,LTD 1,010,296 1,010,296 100.00 Aging long Total 3,715,397 2,970,685 -- -- Account receivable on which bad debt provisions are provided on age basis in the group □Applicable √Not applicable Receivable account in Group on which bad debt provisions were provided on percentage basis: □Applicable √Not applicable Receivable accounts on which bad debt provisions are provided by other ways in the Group: □Applicable √Not applicable Receivable accounts with minor amount but were provided had debt provisions individually at end of period. √Applicable □Not applicable Unit:RMB Description Of account Book balance Amount of bad debt rate reason receivables VEGA GARMENT 768,189 768,189 100% Aging long CO.,Ltd. Fly Dragon International 573,677 573,677 100% Aging long Grateful Textiles Co.,Ltd. 566,801 566,801 100% Aging long World Fabrica (Int'l) Ltd. 465,241 465,241 100% Aging long 深圳市方舟纺织品有限 446,352 446,352 100% Aging long 公司 鄂州翔雅服饰有限公司 351,500 351,500 100% Aging long Tak Shing Buying Office 333,584 333,584 100% Aging long Ltd. Starline Textile Co.,Ltd. 332,316 332,316 100% Aging long 深业华联(香港)有限 299,428 299,428 100% Aging long 公司 Panther Fabric Ltd. 295,161 295,161 100% Aging long 常熟中江服装进出口有 270,134 270,134 100% Aging long 限责任公司 中冠纺织(香港)有限公 245,621 245,621 100% Aging long 司 Nissho Iwai HK Co., Ltd. 215,282 215,282 100% Aging long Unimix Ltd. 192,939 192,939 100% Aging long Tai Hing Linings Co., 191,342 191,342 100% Aging long Ltd 115 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Human Changpuan 185,981 185,981 100% Aging long Garment 宁波雅戈尔福村制服有 172,910 172,910 100% Aging long 限公司 Win favour evelopment 146,636 146,636 100% Aging long ltd. Speedy Textiles Co., 146,538 146,538 100% Aging long Lin Feng Textile Co., 135,719 135,719 100% Aging long Lin Feng Textile Co., 135,719 135,719 100% Aging long 集成棉业有限公司 131,987 131,987 100% Aging long Millionaire(HK)Weaving 124,280 124,280 100% Aging long Ltd. Leader Day Ltd. 121,960 121,960 100% Aging long Tex Mate Fabrics (HK) 110,051 110,051 100% Aging long New Design Textiles Ltd. 109,205 109,205 100% Aging long Deep Success Industrial 102,631 102,631 100% Aging long Ltd. Wynvaye Industrial Co,. 101,055 101,055 100% Aging long ACTSUNLTD. 89,635 89,635 100% Aging long 泉州如意鸟服饰制衣有 80,518 80,518 100% Aging long 限公司 Tamurakoma Co Ltd. 77,847 77,847 100% Aging long International Textiles 65,477 65,477 100% Aging long Co,. 深圳鸿天布业贸易有限 59,395 59,395 100% Aging long 公司 Ho Cheong Textiles Ltd. 54,620 54,620 100% Aging long Origin Textiles Co Ltd. 54,169 54,169 100% Aging long Wing Fook Piecegoods 50,401 50,401 100% Aging long Co.,Ltd. Wing Shum Piecesgoods 49,917 49,917 100% Aging long Co., Ltd. Gold Eagle Textiles 47,600 47,600 100% Aging long Limited 唐山市利丰制衣有限公 45,761 45,761 100% Aging long 司 Charman Trading Co 43,863 43,863 100% Aging long 116 深圳中冠纺织印染股份有限公司 2012 年度报告全文 其他 896,672 896,672 100% Aging long Total 8,892,560.00 8,892,560.00 -- -- (2)Receivable accounts written back or retrieved in the report period Unit:RMB Bad debt provision Reason to write back Basis of original bad Amount written back or Description of receivables provided before writing or retrieve debt provision retried back or retrieving In the end report period, separate amount is not large , the account receivable with big combination risk after combined via risk character Unit:RMB Name Book balance Amount of bad debt Proportion(%) Reason Notes (3)Receivable accounts actually written off in the report period Unit:RMB Whether because of reasons of written Name Quality Time of written off Amount of written the connected off transaction Notes (4)Particulars about the receivable accounts due from shareholders with 5% or over of the Company‘s shares in the report period. Unit:RMB Year-end balance Year-beginning balance Name Book Balance Amount Book Balance Amount (5)The front 5 units‘ information of account receivable Unit :RMB Name Relation with the Amount Ages Portion in total 117 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Company receivables (%) Victor Onward Non-Related parties 1,606,281.00 Over 3 years 12.74% Textile(HK)Co., Ltd. Carnival Index Non-Related parties 1,098,820.00 Over 3 years 8.72% International Ltd TAI YANG Non-Related parties 1,010,296.00 Over 3 years 8.02% ENTERPRISE CO.,LTD. VEGA GARMENT Non-Related parties 770,071.00 Over 3 years 6.11% CO.,LTD Fly Dragon International Non-Related parties 573,677.00 Over 3 years 4.55% Total -- 5,059,145.00 -- 40.14% (6)Account receivable from Related parties Unit:RMB Portion in total receivables Name Relation with the company Amount account(%) Shenye Union(HK)Co., The related parties controlled 299,428.00 2.38% Ltd. the same Actual controller Total -- 299,428.00 2.38% (7)Termination of receivable accounts Unit:RMB Items Derecognized amount Gains/losses associated with the derecognition (8)For securitization on receivable accounts, please provide the amount of asset and liability formed by continuous involving Unit:RMB Items Year-end balance Assets: Liability: 7. Other receivable 1.Type analyses: 118 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Unit:RMB Amount in year-end Amount in year-begin Book Balance Bad debt provision Book Balance Bad debt provision Type Amount Proportio Amount Proportio Amount Proportion( Amount Proportio n(%) n(%) %) n(%) Other receivables with major individual amount 3,368,370.00 72.62% 3,368,370.00 100% 3,368,370.00 69.76% 3,368,370.00 100% and had debt provision provided individually Other receivables provided bad debt provision in groups Account age group 260,005.00 5.6% 0.00 0% 457,264.00 9.47% 0.00 0% Subtotal of group 260,005.00 5.6% 0.00 0% 457,264.00 9.47% 0.00 0% Other account receivable with minor individual 1,010,019.00 21.78% 1,010,019.00 100% 1,002,594.00 20.77% 1,002,594.00 100% amount but bad debt provision is provided Total 4,638,394.00 -- 4,378,389.00 -- 4,828,228.00 -- 4,370,964.00 -- Category explanation of other accounts receivable: Other receivable accounts with large amount and were provided had debt provisions individually at end of period. √ Applicable □ Not applicable Unit:RMB Description Book balance Amount of bad debts Rate(%) Reason Nanjing East Asia 1,313,370.00 1,313,370.00 100% Aging long CCB.Guangdong Shunde 1,080,000.00 1,080,000.00 100% Aging long Branch Changzhou Dongfeng Textile Printing & dyeing 975,000.00 975,000.00 100% Aging long Equipment Co., Ltd. Total 3,368,370.00 3,368,370.00 -- -- Other receivable accounts in Group on which bad debt provisions were provided on age analyze basis: □Applicable √Not applicable Other receivable account in Group on which bad debt provisions were provided on percentage basis: □Applicable √Not applicable Other Receivable accounts on which bad debt provisions are provided by other ways in the portfolio: □Applicable √Not applicable 119 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Other receivable accounts with minor amount but were provided had debt provisions individually at end of period. √Applicable □Not applicable Unit:RMB Content Book balance Bad debt Provision Rate(%) Reason HongKong Victor 694,122.00 694,122.00 100% Aging long Onward Shanghai Huayinke 180,000.00 180,000.00 100% Aging long Trade Industry Co., Ltd. Shenzhen Environmental Aging long Management System 35,000.00 35,000.00 100% Certification Center Shenzhen Design Institute of Ministry of 30,000.00 30,000.00 100% Aging long Machinery Industry Shanghai Branch Other 70,897.00 70,897.00 100% Aging long Total 1,010,019.00 1,010,019.00 -- -- (2)Other receivable accounts written back or retrieved in the report period Unit:RMB Bad debt provision Description of other Reason to write back Basis of original bad Amount written back or provided before writing receivables or retrieve debt provision retried back or retrieving Receivable accounts with large amount, or minor amount but on which bad debt provisions are tested and provided individually at end of period Unit:RMB Description of the Book balance Amount of bad debt Providing rate(%) Reason receivable accounts Statement on other account receivable with minor amount but with greater risks when combined with other receivable accounts with similar natures: (3)Other receivable accounts actually written off in the report period Unit:RMB Name of the Reason of written Occurred under related Property of account Date of written off Amount written off Company off relationship 120 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Statements on writing off of other receivable accounts: (4)Particulars about the other receivable accounts due from shareholders with 5% or over of the Company‘s shares in the report period. Unit :RMB Balance at the period end Balance in year-begin Name Amount of bad debt Amount of bad debt Book amount Book amount provision provision (5)Natures or contents of other receivable accounts with large amount Unit:RMB Name Amount Quality and content Proportion(%) Notes (6)The front 5 units‘ information of other account receivable Unit:RMB Relation with the Portion in total other Name Amount Ages company receivables(%) Nanjing East Asia Non-Related parties 1,313,370.00 Over 3 years 28.32% CCB.Guangdong Shunde Non-Related parties 1,080,000.00 Over 3 years 23.28% Branch Changzhou Dongfeng Textile Printing & dyeing Non-Related parties 975,000.00 Over 3 years 21.02% Equipment Co., Ltd. HongKong Victor Non-Related parties 694,122.00 Over 3 years 14.96% Onward Shanghai Huayinke Non-Related parties 180,000.00 Over 3 years 3.88% Trade Industry Co., Ltd. Total -- 4,242,492.00 -- 91.46% (7)Account receivable from Related parties Unit: RMB 121 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Portion in total other receivables Name Relation with the Company Amount (%) (8)Termination of other receivable accounts Unit:RMB Items Amount terminated Gain/loss related to termination (9)For securitization on other receivable accounts, please provide the amount of asset and liability formed by continuous involving Unit:RMB Items At end of term Assets: Liabilities: 8.Prepayments (1)Prepayments age : Unit:RMB End of term Beginning of term Age Proportion Proportion Amount Amount (%) (%) Within 1 year 175,734.00 99.6% 27,089.00 98.33% 1-2 years 442.00 0.25% 459.00 1.67% 2-3 years 267.00 0.15% Total 176,443.00 -- 27,548.00 -- Notes to age of payment in advance:: (2) The front 5 units‘ information of Prepayments Unit:RMB Relation with the Unit name Amount Time Reason of not clearing company 122 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Decoration payments Non-Related parties 145,962.00 Not settlement Insurance Non-Related parties 19,683.00 Not settlement Repair fee Non-Related parties 6,567.00 Not settlement Vehicle license fees Non-Related parties 2,874.00 Not settlement Total -- 175,086.00 -- -- Notes (3) Prepayment received by shareholding parties holding 5% or above of the Company‘s shares in the report period. Unit:RMB Balance at the period end Balance in year-begin Name Amount of bad debt Amount of bad debt Book amount Book amount provision provision (4)Statements on prepayments Name Amount at period-end Amount at period-beginning Former Converting RMB Former Converting rate RMB currency rate currency HKD 217,589 0.8109 176,443 33,980 0.8107 27,548 Total 176,443 27,548 9.Inventory (1)Inventory types Unit:RMB Year-end balance Year-beginning balance Items Book balance Provision for Book value Book balance Provision for bad Book value bad debts debts Raw materials 2,030,715.00 1,929,179.00 101,536.00 2,030,716.00 1,868,259.00 162,457.00 123 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Stock goods 635,960.00 635,960.00 0.00 635,916.00 635,916.00 0.00 Total 2,666,675.00 2,565,139.00 101,536.00 2,666,632.00 2,504,175.00 162,457.00 (2)Inventory Impairment provision Unit:RMB Book balance at year Amount accounted in Amount Decreased in current period Book balance at period Type end Transferred back Reselling beginning current period Raw materials 1,868,259.00 60,921.00 1.00 1,929,179.00 Stock goods 635,916.00 44.00 635,960.00 Total 2,504,175.00 60,921.00 43.00 2,565,139.00 (3)Condition of inventory value decline Items Base of stock value decline Reason of issuing back to stock Proportion of issuing back value decline plan of this period amount to the stock balance at this period Statement on inventories: The Company has been out of production, the closing inventories shall be written down after deducting the full a mount provisions except the preservation materials is RMB 60,921. 10.Other current assets Unit:RMB Items End of term Beginning of term Statement on other current assets: 11. Disposable financial asset (1)Sellable financial assets Unit:RMB Items Fair value at end of term Fair value at beginning of term Available-for-sale equity instruments 751,542.00 703,055.00 Total 751,542.00 703,055.00 The amount of investment held to mature categorized to sellable financial assets was RMB 0 , Account for 0% of 124 深圳中冠纺织印染股份有限公司 2012 年度报告全文 total investment held to mature. Statement on sellable financial assets: The equity tools for sale are the shares held by the subsidiary of the company Hong Kong Victor Onward because they are not to be cashed in a short term. (2)Long-germ liability investment in the sellable financial assets Unit:RMB Accumulated Beginning Interest of the interest Ending Bond items Type of bond Face value Initial costs Expired on balance period received or balance receivable Statement on long-term liability investment in the sellable financial assets: 12.Investment held to mature (1)Investment held to mature Unit:RMB Items s Balance of book value at end of term Balance of book value at beginning of term Statement on investment held to mature: (2)Investment held to mature disposed in the report period before mature Unit:RMB Percentage in the total investment before disposed Items Amount (%) Statement on investment held to mature disposed in the report period before mature: 13.Long-term receivables Unit:RMB Categories End of term Beginning of term 125 深圳中冠纺织印染股份有限公司 2012 年度报告全文 14. Investment to joint venture and Affiliated Enterprises Unit:RMB Compa Company vote ny right Total business shareho Ending Ending total Ending net Current Name percentage in revenues at this lding total assets liabilities assets net profit the invested of period percent units (%) age (%) Joint venture Affiliated Enterprises Statements on material diversity in accounting policies, estimations adopted by Joint venture and the affiliates: 15. Long term share equity investment. 126 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (1)Details of long-term equity investment Unit:RMB Explanati on of difference between Sharehold Voting sharehold Accounti Initial ing right ing Original Ending Current Cash Name ng investmen change proportio proportio proportio Devalue balance Balance devalue bonus method t cost n in the n in the n and investee investee voting right proportio n in investee Zhejiang Union Hangzho Equity 58,588,40 63,192,61 2,591,698 65,784,31 25% 25% No 0.00 0.00 0.00 u Bay method 3.00 4.00 .00 2.00 Chuangye Co., Ltd. 58,588,40 63,192,61 2,591,698 65,784,31 Total -- -- -- -- 0.00 0.00 0.00 3.00 4.00 .00 2.00 (2)Constrains on the ability to transfer capital to invested entities Unit:RMB Constrains on the ability to transfer capital Accumulated investment loss not Causation of constrain to long-term invested entities recognized Statements on long-term equity investment: Zhejiang Union Hangzhou bay Chuangye Co., Ltd. (hereinafter named―Hangzhoubay‖) current change including current profit confirmed by equity method is RMB2,576,108. 16.Investment real estate (1)Measured by the cost of investment in real estate Unit:RMB 127 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Items Book amount at year Increase at this period Decrease at this period Book balance in year -end beginning 96,912,003.00 8,522.00 96,920,525.00 1. Total original price 96,912,003.00 8,522.00 96,920,525.00 1.House, Building II.Total accumulated depreciation 62,538,552.00 3,340,489.00 65,879,041.00 accumulated amortization 62,538,552.00 3,340,489.00 65,879,041.00 1.House, Building III. Total book value 34,373,451.00 -3,331,967.00 31,041,484.00 of investment real estate 34,373,451.00 -3,331,967.00 31,041,484.00 1.House, Building V. Total book value of 34,373,451.00 -3,331,967.00 31,041,484.00 investment real estate 1.House, Building 34,373,451.00 -3,331,967.00 31,041,484.00 Unit:RMB This period (2)Investment property on fair value basis Unit :RMB Increase at this Decrease at this Book period period Book amount at Owned rea Changes in Items Transfered balance in year l estate or s the fair va Dispositio beginning Purchase as owned r year -end tock transf lue gain or n eal estate er loss 128 深圳中冠纺织印染股份有限公司 2012 年度报告全文 During the reporting period, introduction of the changed measurement model of the investment real estate and the imcompleted certificate of th e investment real estate, explain the reason of the imcompleted certificate and the expected time to complete 17. Fixed assets (1)Fixed assets Unit:RMB Items Book amount at Increase at this period Decrease at this Book balance in year beginning period year -end 1.Total of Original price of 161,061,029.00 531,620.00 315,839.00 161,276,810.00 fixed assets Including :House and 47,972,628.00 -699.00 47,973,327.00 building Machine equipment 99,308,680.00 0.00 99,308,680.00 Transpiration Equipment 4,593,873.00 524,501.00 248,264.00 4,870,110.00 Electricity equipment and 9,185,848.00 7,119.00 68,274.00 9,124,693.00 other Book balance at Current term Current term Decrease at this Book balance in -- year beginning new extra provision period year -end II. Total of Accumulated 111,375,689.00 173,902.00 -304,633.00 -459.00 111,245,417.00 depreciation Including :House and 26,281,961.00 111,228.00 -43,774.00 26,436,963.00 building Machine equipment 75,008,036.00 7,753.00 75,000,283.00 Transpiration Equipment 4,052,772.00 44,825.00 -223,456.00 9,722.00 3,864,419.00 Electricity equipment and 6,032,920.00 17,849.00 -81,177.00 25,840.00 5,943,752.00 other Book balance in Balance in -- -- year-begin year-end III. Total book value of 49,685,340.00 -- 50,031,393.00 Fixed assets Including :House and 21,690,667.00 -- 21,536,364.00 building Machine equipment 24,300,644.00 -- 24,308,397.00 Transpiration Equipment 541,101.00 -- 1,005,691.00 129 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Electricity equipment and 3,152,928.00 -- 3,180,941.00 other IV. Total of Devalued 37,614,934.00 -- 37,614,934.00 Provision Including :House and 15,466,004.00 -- 15,466,004.00 building Machine equipment 19,407,245.00 -- 19,407,245.00 Transpiration Equipment 50,276.00 -- 50,276.00 Electricity equipment and 2,691,409.00 -- 2,691,409.00 other V. Total book value of Fixed 12,070,406.00 -- 12,416,459.00 assets Including :House and 6,224,663.00 -- 6,070,360.00 building Machine equipment 4,893,399.00 -- 4,901,152.00 Transpiration Equipment 490,825.00 -- 955,415.00 Electricity equipment and 461,519.00 -- 489,532.00 other Current depreciation is RMB 173,902.00 . The issue of fixed assets transferred from construction in progress original price is RMB 0. (2)Fixed assets temporarily in idle status Unit:RMB Accumulated Impairment Items Original book value Net book value Notes depreciation provision House and building 44,541,973.00 25,173,561.00 15,466,005.00 3,902,407.00 Machine 98,998,752.00 74,858,652.00 19,471,657.00 4,668,443.00 equipment Transpiration 2,979,438.00 2,681,462.00 297,976.00 Equipment Electricity 7,543,601.00 4,839,872.00 2,504,293.00 199,436.00 equipment and other Total 154,063,764.00 107,553,547.00 37,441,955.00 9,068,262.00 130 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (3)Fixed assets leased by finance Unit:RMB Items Original book value Accumulated depreciation Net book value (4)Fixed assets leased out on finance Unit:RMB Type Book balance in year-end (5)Fixed assets held for sale at end of period Unit:RMB Predicted disposal Items Book value Fair value Predicted disposal date expense (6)Fixed asset not licensed yet Items Reason for not granted Expected date of grant Notes 18. Project under construction (1)Project under construction Unit :RMB Year-end balance Year-beginning balance Items Book balance Provision for Book Net value Book balance Provision for Book Net value devaluation devaluation 2. The variation in constructing the engineering project Unit:RMB Includin Capitaliz g: Amount Transferr ation of Capitaliz Increase Current Balance at year ed to Other Proportio Progress interest ation of Source Name Budget at this amount in beginnin fixed decrease n(%) of work accumul interest of funds period of year-end g assets ated ratio(%) capitaliz balance ation of 131 深圳中冠纺织印染股份有限公司 2012 年度报告全文 interest Notes (3)Impairment Provisions of Construction in progress Unit:RMB Balance in Increase at this Decrease at this Items Balance in year-end Reason year-begin period period (4)Major projects under construction Items Progress work Remark (5)Statement on projects under construction 19. Engineering Material Unit :RMB Balance in Increase at this Decrease at this Items Balance in year-end year-begin period period Notes. 20.Liquidation of fixed assets Unit :RMB Items Beginning book value Eng book value Reason of liquidation Progress of fixed assets turn to be liquidated for over one year: 21. Production biological assets (1)On costs Unit:RMB Book balance in Book balance in Items Increase at this period Decrease at this period year-begin year-end 132 深圳中冠纺织印染股份有限公司 2012 年度报告全文 1.Planting industry 2.Animal husbandry and aquaculture 3. Forestry 4.Aquaculture industry (2)On fair value Unit :RMB Book balance in Book balance in Items Increase at this period Decrease at this period year-begin year-end 1.Planting industry 2.Animal husbandry and aquaculture 3. Forestry 4.Aquaculture industry Notes 22. Petrolum assets Unit:RMB Items Book Balance in Book Balance in Increase at this period Decrease at this period year-begin year-end Notes 23. Intangible assets (1) Intangible assets Unit :RMB Items Book Balance in Book Balance in Increase at this period Decrease at this period year-begin year-end 13,023,720.00 13,023,720.00 1. Total original price 12,356,137.00 12,356,137.00 Land Use right 133 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Software 667,583.00 667,583.00 II. Total amount of 10,895,491.00 40,305.00 10,935,796.00 accumulated 10,455,068.00 40,305.00 10,495,373.00 Land Use right Software 440,423.00 440,423.00 III. Book value of intangible 2,128,229.00 -40,305.00 2,087,924.00 assets 1,901,069.00 -40,305.00 1,860,764.00 Land Use right Software 227,160.00 227,160.00 IV.Total value of provision 227,160.00 227,160.00 for impairment Land Use right Software 227,160.00 227,160.00 V. Total Book value of 1,901,069.00 -40,305.00 1,860,764.00 intangible assets 1,901,069.00 -40,305.00 1,860,764.00 Land Use right Software The amortization amount is RMB 40,305.00. (2)The current expenditure on development projects Unit:RMB Decrease at this period Balance in Increase at this Accounted into Items Recognized as Balance in year-end year-begin period current income intangible assets account R & D expenses of the current period accounted for % of the total coast of R&D. Intangible asset formed by internal R&D of the period accounted for % of the total book value of intangible assets Statement on R&D projects, including single account over RMB 1 million basing on evaluation results. Please provide the evaluation body and basis of evaluation. 24.Goodwill Unit:RMB 134 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Name of the investee or the Balance in Increase at this Decrease at this Balance in Ending devalue matter of forming Goodwill year-begin period period year-end provision For the goodwill formed from holding shares of 5,099,624.00 0.00 0.00 5,099,624.00 0.00 Nanhua Company, Total 5,099,624.00 0.00 0.00 5,099,624.00 0.00 Statement of basis for impairment testing and provision of goodwill: 25. Long-term amortization expenses Unit :RMB Items Amount of Other Decrease Balance in year Other Balance in Increase at amortization at end year-begin this period current period Notes 26. Deferred income tax assets and deferred income tax liability 1. Confirmed the deferred income tax assets and deferred income tax liability Unit:RMB Recognized deferred income tax assets and deferred income tax liabilities Items Year-end balance Year-beginning balance Deferred income tax assets: Deferred income tax liability: Assessed tax-free periods of time caused by 766,660.00 808,335.00 differences in income Subtotal 766,660.00 808,335.00 Details of the un-recognized deferred income tax assets Unit:RMB Items At end of term At beginning of term Deductible losses of the un-recognized deferred income tax asset will expire in the following years Unit:RMB Year At end of term At beginning of term Notes Details of taxable differences and deductible differences 135 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Unit:RMB Amount of temporary differences Items At end of term At beginning of term Differences in taxable items Deductible difference project (2)Deferred income tax assets and liabilities are presented as net amount after neutralization Statement on deferred income tax assets and liabilities: Unit:RMB Temporarily Temporarily Deferred Income Tax Deferred Income Tax Deductable or Deductable or Assets or Liabilities Assets or Liabilities Items Taxable Difference at Taxable Difference at at the End of Report at the Beginning of the End of Report the Beginning of Period Report Period Period Report Period Deferred income tax liability: 766,660.00 808,335.00 Details of taxable differences and deductible differences Unit:RMB Items Offsetting Amounts of This Period Details of taxable differences and deductible differences 27. Provision for depreciation of assets Unit :RMB Decreased in this period Book balance at the Increase in this Balance in Items Switch beginning of term period Switch back year-end cancellation I.Provision for bad debts 16,233,678.00 9,107.00 -5,597.00 16,237,188.00 2 Inventory impairment 2,504,175.00 60,921.00 43.00 2,565,139.00 provision 5. Long-term equity investment impairment 0.00 0.00 provision 7.Fixed asset impairment 37,614,934.00 37,614,934.00 provision 136 深圳中冠纺织印染股份有限公司 2012 年度报告全文 12. Intangible asset 227,160.00 227,160.00 impairment provision 13. Goodwill impairment 0.00 provision Total 56,579,947.00 70,028.00 -5,554.00 56,644,421.00 Notes 28. Other non-current assets Unit:RMB Items Balance in year-end Balance in year-Beginning Notes 29. Short-term loan (1)Categories of short-term loans Unit:RMB Items Balance in year-end Balance in year-Beginning Notes (2)Short-term loans expired but not repaid Unit:RMB Loan provided by Amount of loan Interest rate Usage of loan Reason of overdue Scheduled repaying date Repaid in post-balance-sheet period. Statement on short-term loans, including due but extended. Please provide the extending conditions and extended expiration date. 30.Transactional financial liabilities Unit:RMB Items Fair value at end of term Fair value at beginning of term Notes 31. .Bills payable Unit:RMB 137 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Type At end of term At beginning of term Amount due in next fiscal period is RMB . Statement on Bills payable: 32. Account payable (1)Account payable Unit :RMB Items Balance in year-end Balance in year-begin Over 1 year 3,239,571.00 3,239,221.00 Total 3,239,571.00 3,239,221.00 (2)There was account payable due from shareholders with more than 5% (including 5%) of the voting shares of the company Unit :RMB Name Balance in year-end Balance in year-begin (3)The description of large-sum accounts payable with the age over 1 year: Accounts payable with age over one year included a number of accounts, without single significant amount of accounts payable. 33. Advance account 1. Advance account Unit:RMB Items Balance in year-end Balance in year-begin Over 1 year 2,778,488.00 2,775,476.00 Total 2,778,488.00 2,775,476.00 (2)There was Advance account due from shareholders with More than 5% (including 5%) of the voting shares of the company. Unit:RMB Items Balance in year-end Balance in year-begin Total 0.00 0.00 (3)The description of large-sum accounts payable with the age over 1 year: 138 深圳中冠纺织印染股份有限公司 2012 年度报告全文 34. Payable Employee wage Unit:RMB Items Balance in year-begin Increase in this period Payable in this period Balance in year-end 1.Wages, bonuses, allowances and 468,755.00 2,870,845.00 2,720,844.00 618,755.00 subsidies 2.Employee welfare 2,329.00 53,000.00 55,329.00 3. Social insurance 310,338.00 310,338.00 premiums Medical insurance 80,135.00 80,135.00 Basic old-age insurance 208,072.00 208,072.00 premiums Unemployment 8,423.00 8,423.00 insurance Work injury 6,775.00 6,775.00 insurance Maternity 6,933.00 6,933.00 insurance IV. Public reserves 96,348.00 96,348.00 for housing V. .Refuse welfare 28,729.00 28,729.00 VI.Other 119,136.00 169,112.00 140,324.00 147,925.00 Other 590,220.00 3,528,372.00 3,351,912.00 766,680.00 Total The amounts of arrears of staff salary and welfare payable are RMB 0 00. The amounts of trade union funds and staff education expenses are RMB35,532.00, the amounts of non-monetary benefits are RMB 0.00, and the compensations for the lifting of labor relations is RMB 28,729.00 The expected release time and amount of staff salary and welfare payable are arranged in the beginning of next year. At the period end, the company had no wages payable that belong to arrears.,The compensation balance payable of employee at the end of year will be expected to be paid in May 2013. 35. Tax Payable Unit:RMB 139 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Items At end of term At beginning of term VAT -139,455.00 815,662.00 Business Tax 147,341.00 172,225.00 Enterprise Income tax 1,204,210.00 1,204,195.00 City Construction tax 1,742.00 House property Tax 187,320.00 276,414.00 Stamp Tax 222,658.00 228,865.00 Education subjoin 747.00 Local education surcharges 498.00 Total 1,622,074.00 2,700,348.00 Statement on tax payable: Please provide the calculating processes then taxable income is balanced between branch companies or factories as approved by the tax bureau. 36. Interest Payable Unit:RMB Items At end of term At beginning of term Notes 37.Dividend payable Unit:RMB Name At end of term At beginning of term Reason of overdue for one year State Development & Investment 243,189.00 243,189.00 Capital tense Co., Ltd*2 CITIC Group*2 243,189.00 243,189.00 Capital tense Shenzhen Nanyou (Group) 121,595.00 121,595.00 Capital tense Company*2 Shenye Union(Hongkong)Co., Ltd. 121,595.00 121,595.00 Capital tense HongKong Victor Onward 486,378.00 486,378.00 Capital tense Total 1,215,946.00 1,215,946.00 -- Notes *1 The above payable dividends were the payable dividends of Nanhua Company, a subsidiary of the company, the change in balance mainly due to the change of exchange rate. Because Nanhuan Company‘s capital was more tension and the shareholders did not ask for the fund, the payable dividends have not been paid. The payable dividends reduced at the end of the period mainly due to the change of exchange rate. 140 深圳中冠纺织印染股份有限公司 2012 年度报告全文 *2 The above three companies are the former shareholders of Nanhuan Company, the subsidiary of the company. 38. Other payable (1)Other payable Unit:RMB Name Balance in year-end Balance in year-begin Within 1 year 1,490,185.00 332,255.00 Over 1 year 30,737,132.00 30,834,965.00 Total 32,227,317.00 31,167,220.00 (2)There were other receivable from the main shareholders of the Company holding more than 5% (including 5%) of the total shares of the Company. Unit :RMB Name Balance in year-end Balance in year-begin Total 0.00 0.00 (3)Statement on large amount other payable accounts due for over one year Other payables which are longer than one year mainly were the loans borrowed by Nanhuan Company the subsidiary of the company from related companies, which have not been paid because of capital tension. (4)Statement on large amount other payable accounts Items Amount Age Content Room 760 Cargo Floor ( #HKS 154,071 1-2 years Property deposit PINNERS-760) State Development & Investment Co., 3,000,000 Over 3 years Current account and Ltd interest Jinrongyuan Company 1,100,000 Over 1-3 Workshop deposit years Shenzhen Union Property Group Co., Ltd. 700,734 Over 3 years Other payable 24,748,412 Over 1-3 Union Development Group years Loans Total 29,703,217 141 深圳中冠纺织印染股份有限公司 2012 年度报告全文 39.Estimated liabilities Unit:RMB Items Beginning of term Increased this term Decreased this term End of term Total 0 0 0 0 Statement on anticipated liabilities: 40. Non-current liabilities due within one year (1) Non-current liabilities due within one year Unit:RMB Name At end of term At beginning of term (2)Long-term loans due in 1 year Long-term loans due in 1 year Unit:RMB Name At end of term At beginning of term Among the long-term loans due in 1 year, the loans overdue but extended is amounted to RMB 0. Top 5 long-term loans due in 1 year Unit:RMB Year-end balance Year-beginning balance Loans Loans ending Interest rate Amount of Amount of Amount of Amount of Loan unit Currency Foreign RMB Foreign RMB starting date date (%) currency currency Overdue loans among the long-term loan due in 1year: Unit:RMB Annual interest Reason for Scheduled Loan provided by Total amount Date of mature Usage of loan rate(%) overdue repaying date Among repaid in post-balance-sheet day. Statement on long-term loans due in 1 year: (3)Bonds payable due in 1 year Unit:RMB 142 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Interest Interest Interest Date of Issuing payable at Interest paid payable at End of Bond Face value Bond term occurred issue amount beginning this period end of balance this period of period period Statement on bond payable due in 1 year: (4)Long-term payable account due in 1 year Unit:RMB Loans from Term Initial amount Interest rate(%) Interest payable End balance Condition Statement on long-term payable due in 1 year: 41.Other current liabilities Unit:RMB Items Year-end balance Year-Beginning balance Audit fees 1,395,917.00 1,433,438.00 Securities Management 746.00 746.00 Sewage charges 62,600.00 62,600.00 Land use fees 88,000.00 88,000.00 Total 1,547,263.00 1,584,784.00 Statement of other current liabilities: 42. Long-term loan (1)Long-term loans classifications Unit:RMB Items Year-end balance Year-Beginning balance Loan by pledge 1,033,936.00 1,160,011.00 Total 1,033,936.00 1,160,011.00 As regards long-term loans classifications: (2)The top five of long-term loans Unit:RMB 143 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Year-end balance Year-beginning balance Loans Loans ending Interest rate Amount of Amount of Amount of Amount of Loan unit Currency Foreign RMB Foreign RMB starting date date (%) currency currency Statement on long-term loans. For long-term loans over due but extended for another period, please provide the conditions, principal, interest rate, and repayment arrangement. 43.Bond payable Unit:RMB Interest Interest Interest Date of Issuing payable at Interest paid payable at Bond Face value Bond term occurred End balance issue amount beginning this period end of this period of period period Statement on bonds payable, including the condition and time of converting of the convertible bonds: 44.Long-term payable (1)Top 5 long-term payable Unit:RMB Name Term Initial amount Interest rate(%) Interest payable End balance Condition Assess the Unlimited 8,486,859.00 8,488,953.00 value of assets duration (2)Details of finance leasing payments in long-term payable Unit :RMB End of term Beginning of term Name Foreign currency RMB Foreign currency RMB Total 0.00 0.00 0.00 0.00 Guarantee provided by the 3rd party for the leasing finance is amounted to RMB0. Statement on long-term payables: 144 深圳中冠纺织印染股份有限公司 2012 年度报告全文 45.Special payable Unit:RMB Beginning of Increased this Decreased this Items End of term Remarks term term term Statement on special payable accounts: 46.Other Non-current liabilities Unit:RMB Items Year-end balance Year-beginning balance ERP Information construction 228,216.00 228,216.00 Technology subsidies 608,576.00 608,576.00 Total 836,792.00 836,792.00 Statement on other non-current liabilities, including asset-related and income-related government subsidy and closing balances: The above funds were the special subsidies received from Shenzhen Department of Finance in 2004 for the digital jet printing projects and for the construction of enterprise information. The deal must be accepted by the Financial Bureau before accounting, so it was suspended. The reduction was due to the change in exchange rates. 47. .Stock capital Unit:RMB Increase/decrease this time (+ , - ) Balance Balance Issuing of new Transferred year-end Year-beginning Bonus shares Other Subtotal share from reserves Total of capital 169,142,356.00 169,142,356.00 shares Statement of change in capital shares. Name of CPA and number of verification report shall be provided if capital increasing or decreasing occurred in the report period; as for shareholding limited companies incorporated for less than three years, only net assets is required for the years prior to incorporation; for shareholding limited companies reformed from limited companies shall provide the capital verification at incorporation. 48.Shares in stock Statement on share in stock 145 深圳中冠纺织印染股份有限公司 2012 年度报告全文 49.Special reserves Statement on special reserves 50. Capital reserves Unit:RMB Items Year-beginning balance Increase in the current Decrease in the current Year-end balance period period Share premium 29,718,829.00 29,718,829.00 Other 10,023,644.00 48,311.00 10,071,955.00 Total 39,742,473.00 48,311.00 39,790,784.00 Statement on capital reserves: 51. Surplus reserve Unit :RMB Items Year-beginning balance Increase in the current Decrease in the current Year-end balance period period Statutory surplus reserve 26,704,791.00 26,704,791.00 Total 26,704,791.00 26,704,791.00 Statement on surplus reserves. Please state the related resolutions of the Board on capitalizing of reserves, making up losses, and dividends: 52.Providing of common risk provisions Statement on common risk provisions: 53. Retained profits Unit:RMB Extraction or distribution of Items Amount the proportion After adjustments: Retained profits at the period -116,026,610.00 -- beginning 146 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Add:Net profit belonging to the owner of the -247,331.00 -- parent company Retained profits at the period end -116,273,941.00 -- As regards the details of adjusted the beginning undistributed profits (1)As the retroactive adjustment on Enterprise Accounting Standards and its related new regulations, the affected beginning undistributed profits are RMB 0.00. (2) As the change of the accounting policy, the affected beginning undistributed profits are RMB 0.00. (3) As the correction of significant accounting error, the affected beginning undistributed profits are RMB 0.00 . (4) As the change of consolidation scope caused by the same control, the affected beginning undistributed profits are RMB 0.00. (5) Other adjustment of the total affected beginning undistributed profits are RMB 0.00 . Statement on retained profit: for companies issued their securities for the first time, if the accumulated profit before the issuing is shared by the new and existing shareholders as approved by the shareholders‘ meeting, shall be described particularly; if the accumulated profit before the issuing is shared only by existing shareholders as approved by the shareholders‘ meeting, the Company shall provide the details of dividend payable to the existing shareholders as audited by CPA. 54. Business income, Business cost (1)Operating income and operating cost Unit :RMB Items Amount of current period Amount of previous period Income from Business income 11,095,669.00 9,850,484.00 Business cost 5,413,356.00 4,269,140.00 (2)Main business(Industry) Unit:RMB Amount of current period Amount of previous period Name Business income Business cost Business income Business cost Textile Industry 1,266,777.00 1,248,550.00 Rent 9,828,892.00 4,164,806.00 9,850,484.00 4,269,140.00 147 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Total 11,095,669.00 5,413,356.00 9,850,484.00 4,269,140.00 (3)Main business(Production) Unit:RMB Amount of current period Amount of previous period Name Business income Business cost Business income Business cost Sale of viscose staple fiber 1,266,777.00 1,248,550.00 Rent 9,828,892.00 4,164,806.00 9,850,484.00 4,269,140.00 Total 11,095,669.00 5,413,356.00 9,850,484.00 4,269,140.00 (4)Main Business(Area) Unit:RMB Amount of current period Amount of previous period Name Business income Business cost Business income Business cost Domestic 9,482,107.00 4,261,720.00 9,850,484.00 4,269,140.00 Hong Kong 1,613,562.00 1,151,636.00 Total 11,095,669.00 5,413,356.00 9,850,484.00 4,269,140.00 (5)Total income and the ratio of operating income from top five clients Unit:RMB Name Business Income Proportion(%) Shenzhen Jinrongyuan 5,640,000.00 50.83% Development Co., Ltd. Zhejiang Helan Industry Co., Ltd. 1,266,777.00 11.42% SCSExpress International Limited 996,960.00 8.99% CVA HOLDING 860,859.00 7.76% Shenzhen Hebainian Investment 600,000.00 5.41% Development Co., Ltd. Total 9,364,596.00 84.4% Notes 55. Contract income 148 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Unit:RMB Contract item Accumulated c Accumulated gross Processed amo Fixed price contract Amount ost profit unted Cost plus contr Accumulated c Accumulated gross Processed amo Contract item Amount act ost profit unted Notes 56. Business tax and subjoin Unit :RMB Items Same period of the Standard Report period previous year Business tax 434,822.00 399,509.00 5% Urban construction tax 30,438.00 27,966.00 7% Education surcharge 13,045.00 11,985.00 3% Local Education surcharge 8,695.00 8,057.00 2% Total 487,000.00 447,517.00 -- Notes 57.Sales expenses Unit:RMB Items Amount of current period Amount of previous period 1,214.00 830.00 Office expenses Travel expenses 7,579.00 7,735.00 Tel and fax 11,011.00 8,062.00 Welfare expenses 3,649.00 3,946.00 Incidental expenses 6,460.00 6,524.00 Wage 242,024.00 237,012.00 Traffic subsidy 3,143.00 1,877.00 Transportation expenses 8,436.00 10,410.00 Commision 12,162.00 6,231.00 Total 295,678.00 282,627.00 149 深圳中冠纺织印染股份有限公司 2012 年度报告全文 58.Administrative expenses Unit:RMB Items Amount of current period Amount of previous period Wage 2,502,121.00 2,353,702.00 Tax 698,420.00 755,170.00 Water and electricity 631,337.00 350,165.00 Social security 511,603.00 315,535.00 Repair fee 335,545.00 504,899.00 Auto expenses 282,292.00 113,124.00 Social intercourse 258,190.00 350,190.00 Securities management 203,032.00 283,858.00 Board of Director 433,572.00 277,724.00 Office expense 157,858.00 229,999.00 Agency fee 585,032.00 794,960.00 Depreciation fee 131,077.00 202,962.00 Insurance fee 125,319.00 349,050.00 Welfare expense 103,134.00 154,121.00 Lease fee 102,933.00 109,390.00 Property Management 82,266.00 42,803.00 Other 219,451.00 212,393.00 Tel 60,543.00 53,219.00 House fee 58,474.00 95,323.00 Amortization of intangible assets 40,305.00 52,418.00 Union funds 35,181.00 70,107.00 Travel Expenses 10,235.00 199,796.00 Road and Bridge 0.00 81,040.00 Parking fee 0.00 17,916.00 Staff training costs 0.00 30,432.00 Total 7,567,920.00 8,000,296.00 59. Financial Expenses Unit:RMB 150 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Items Amount of current period Amount of previous period 963,506.00 1,060,657.00 Interest expenses -454,970.00 -373,742.00 Interest income Exchange loss -962,762.00 -381,925.00 Other 10,052.00 11,211.00 Total -444,174.00 316,201.00 60. Income from fair value fluctuation Unit :RMB Sources Report period Same period of the previous year Transactional financial assets -25,480.00 -88,247.00 Total -25,480.00 -88,247.00 Notes 61. Investment income (1)Investment income Unit:RMB Items Amount of current period Amount of previous period Incomes from disposal of long-term equity 2,576,108.00 -10,616,493.00 investment Investment income from financial assets sales 6,045.00 13,965.00 Total 2,582,153.00 -10,602,528.00 (2)Long-term equity investment income by costing Unit:RMB Amount of current period Amount of previous Name Reason to increase or decrease period Total 0.00 0.00 -- 151 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (3)long-term equity investment incomes confirmed by equity method include: Unit:RMB Amount of current period Amount of previous Name Reason to increase or decrease period Hangzhou Bay Company 2,576,108.00 -10,616,493.00 Total 2,576,108.00 -10,616,493.00 -- Statement on investment gains, please state whether or not there are material constrains on retrieving of investment gains. 62. Loss of assets impairment Unit:RMB Items Amount of current period Amount of previous period I.Loss for bad debts 7,424.00 -1,504,208.00 2.Loss for falling price of Inventory 60,921.00 252,979.00 7.loss for devaluation of fixed assets 4,561,791.00 Total 68,345.00 3,310,562.00 63. Non-operating income (1)Non-operating income Unit:RMB The amount of Items Amount of current period Amount of previous period non-operating gains & losses Total income from liquidation of 5,174.00 5,174.00 non-current assets Including:Income from liquidation of 5,174.00 5,174.00 fixed asset Other 24,324.00 8,308.00 84,324.00 Total 29,498.00 8,308.00 1,550,830.00 (2)Governmental subsidy details Unit:RMB 152 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Amount of current period Amount of previous Items Notes period Notes 64. Non-Operation expense Unit:RMB The amount of Amount of current period Amount of previous Items non-operating gains & losses period Including: Disposition loss of Fixed assets 522.00 Donation expenses 976.00 Legal cost 581,415.00 581,415.00 Fine expenses 1,500.00 6,590.00 1,500.00 Total 582,915.00 8,088.00 582,915.00 Notes 65. Income tax expenses Unit:RMB Items Amount of current period Amount of previous period Adjustment of Deferred income tax -41,869.00 -42,902.00 Total -41,869.00 -42,902.00 66. Calculation of Basic earnings per share and Diluted earnings per share Items No Current term Same period of last term Net profit attributable to shareholders of parent 1 -247,331 -17,361,593 company Non-recurring gain/loss attributable of the parent 2 -547,372 14,184 company Net profit attributable to common share holders 3=1-2 300,041 -17,375,777 of the Company after deducting of non-recurring gain/loss Total shares at the beginning of the year 4 169,142,356 169,142,356 Additional share capital transferred from public 5 reserve or additional shares from shares dividend distribution(Ⅰ) 153 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Additional shares from issuing new shares or 6 debt-converted shares(Ⅱ) Accumulative months of the additional share 7 commencing from the next moth till the end of the year Decreased shares due to repurchase 8 The number of months since the next month of 9 share decreasing to the end of report term Amount of shares reduced 10 Number of months in the report term 11 Weighted average of common shares issued 12=4+5+6×7÷11 169,142,356 169,142,356 outside -8×9÷11-10 Basic earning pershare(Ⅰ) 13=1÷12 -0.0015 -0.10 Basic earning pershare(Ⅰ)(Ⅱ) 14=3÷12 0.0018 -0.10 Diluting potential common share interests 15 recognized as expenses Transformation fees 16 Income tax rate 17 25% 24% Amount of shares increased by transforming or 18 exercising of company bond, subscription certificate, or share option Diluted earning per share(Ⅰ) 19=[1+(15-16)×(1-17 -0.0015 -0.10 )]÷(12+18) Diluted earning per share(Ⅱ) 19=[3+(15-16)×(1-17 0.0018 -0.10 )]÷(12+18) 67. Other comprehensive income Unit:RMB Items Amount of current period Amount of previous period 1.Loss amount produced by sellable financial assets 48,311.00 -130,061.00 Subtotal 48,311.00 -130,061.00 4. Translating difference in foreign currency financial reports 4,315.00 -6,390,749.00 Subtotal 4,315.00 -6,390,749.00 Total 52,626.00 -6,520,810.00 Notes 154 深圳中冠纺织印染股份有限公司 2012 年度报告全文 68. Notes Cash flow statement 1. Other cash received from business operation Unit:RMB Items Amount Deposit and water & electricity 2,828,396.00 Interest income 535,791.00 Unit and individual 89,875.00 Collection and payment of money 65,888.00 Other 238,374.00 Total 3,758,324.00 Notes 2. Other cash paid for business activities Unit:RMB Items Amount Water and electricity 3,169,746.00 Audit expense 567,915.00 Rent fee 367,557.00 Lawyer and legal cost 339,255.00 Social intercourse 268,305.00 Auto fee 216,611.00 Repair fee 207,661.00 Securities management 203,032.00 Office expenses 181,537.00 Board of director 178,103.00 Insurance expenses 168,447.00 Property management 144,303.00 Tel 86,619.00 Deposit 27,760.00 Travel fee 11,313.00 Other 180,196.00 Total 6,318,360.00 Notes 155 深圳中冠纺织印染股份有限公司 2012 年度报告全文 3. Cash received related to other investment activities Unit:RMB Items Amount Notes 4.Cash paid related to other investment activities Unit:RMB Items Amount Notes 5. Cash received related to financing activities Unit:RMB Items Amount Notes 6. Cash paid related to financing activities Unit:RMB Items Amount Notes 69. Supplement Information for cash flow statement (1)Supplement Information for cash flow statement Unit :RMB Supplement Information Amount of current period Amount of previous period -- -- I. Adjusting net profit to cash flow from operating activities 156 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Net profit -247,331.00 -17,423,512.00 Add: Impairment loss provision of assets 68,345.00 3,310,562.00 Depreciation of fixed assets, oil and gas assets and 3,514,391.00 198,051.00 consumable biological assets Amortization of intangible assets 40,305.00 51,150.00 Loss on disposal of fixed assets, intangible assets and other -5,174.00 522.00 long-term deferred assets Loss of fair value fluctuation on assets 25,480.00 88,247.00 Financial cost -317,831.00 2,540,077.00 Loss on investment -2,582,153.00 10,602,528.00 Increased of deferred income tax liabilities -41,675.00 -84,022.00 Decrease of inventories 267,156.00 Decease of operating receivables -1,455,914.00 -443,772.00 Increased of operating Payable 617,149.00 3,853,150.00 Other 1,233,889.00 Net cash flows arising from operating activities -384,418.00 4,202,430.00 II. Significant investment and financing activities that -- -- without cash flows: III. Net increase of cash and cash equivalents -- -- Ending balance of cash 52,227,262.00 53,399,316.00 Less: Beginning balance of cash 53,399,316.00 51,786,613.00 Net increase of cash and cash equivalents -1,172,054.00 1,612,703.00 (2)Information on acquiring or disposing subsidiary company and other business unit at this period. Unit:RMB Supplement Information Amount of current period Amount of previous period 1.Information on acquiring and other business unit -- -- 2.Infornation on disposing subsidiary company and other -- -- business unit 157 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (3)Composition of cash and cash equivalents Unit :RMB Items Amount of current period Amount of previous period 52,227,262.00 53,399,316.00 I. Cash 66,684.00 13,567.00 Of which: Cash in stock Bank savings could be used at any time 51,492,804.00 52,631,239.00 Other monetary capital could be used at any time 667,774.00 754,510.00 III. Balance of cash and cash equivalents at the period end 52,227,262.00 53,399,316.00 Notes 70. Notes to statement of change in owners‘ equity Adjustments to prior year end balance of "other" project name and the amount of the adjustment, retroactive adjustment generated by the business combination under common control, and other matters. (VIII) Accounting treatment of asset securitization 1 On the principal of asset securitization transactions and its accounting, bankruptcy, isolation provisions 2. The Company does not have controlled over but in fact assume the risk situation of special-purpose body Unit :RMB Total assets at the Total liabilities at Net profit at the Income during Net profit during Name Remark end period the end period end period the current period the current period (IX) Related parties and related-party transactions 1. Parent company information of the enterprise Unit :RMB The parent The The parent company ultimate Legal Regis company Organizati Related Registered of the controlling Name Type representat Nature rated of the on Code parties address Company's party of ive capital Company‘ shareholdi the s vote ratio ng ratio Company 158 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Production 11/F,Union and sale Controllin Bulding, Issue ofclothing Union g Shennan Dong 1,123,887, Union 19247150 company and textiles,712 25.51% 25.51% Holdings Shareholde Zhong Binggen Group 0 r and real Road,Shen estate zhen Developin Import & export business Union ―processing Limited Bulding,She with Union Actual Dong Union 19033795 liability nnan Zhong materials‖ 90,606,000 3.44% 3.44% Group controller Bingen Group 7 Company Road, and Shenzhen processing with imported materials Notes Union Group holds 31.32% of equity capital of Union Holdings, it controls Union Holdings, and Union Holdings is a controlling shareholder of the company, thus Union Group is the actual controller of the company 2.Particulars of the subsidiaries Unit :RMB The The subsidiaries Legal subsidiaries Organizatio Related Registered Registrated of the Name Type representati Nature of the n Code parties address capital Company's ve Company‘s shareholdin vote ratio g ratio HongKong Controlled Limited 2,400,002 Victor subsidiarie Liability HongKong Trade 100% 100% (HKD) Onward s Company Limited Nanhua Controlled Hu 85,494,700 Liability Shenzhen Product 54.82% 54.82% 618836600 Company subsidiaries Yongfeng (HKD) Company Shenzhen Controlled Limited Sun Shenzhen Trade 3,000,000 51% 51% 799228355 East Asia subsidiaries Liability Zhiping 159 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Company Company 3. Information of Joint venture and Affiliated company Unit:RMB Regis rated Legal Held Share Voting Regis rated capital Related Orgabuzatui Name Type representati Nature proportion( proportion( address (RMB‘00 parties b code ve %) %) 00) I.Joint enterprise II. Affiliated enterprise Real estate Exploiters, Basis Zhejiang constructio Limited Union Dong n 247,476,832 Affiliated Liability Hanghou 25% 25% 757230553 Hangzhou Binggen Manageme .6 enterprise Company Bay nt and Property Manageme nt 4. Other Related parties information of the enterprise Other Related parties name Relation of other Related parties with the Organization code company The related parties controlled the same Shenye Union(HK)Co., Ltd. Actual controller The related parties controlled the same Shenzhen Union Property Group Co., Ltd. 192199105 Actual controller Notes 5. Related transactions. (1)Related transactions on purchasing goods and receiving services Unit:RMB 160 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Amount in current period Amount in last period Content of related Pricing principle of Related parties Proportio Proportio transaction related transactions Amount Amount n(%) n(%) Related transactions on sale goods and receiving services Unit:RMB Amount in current period Amount in last period Content of related Pricing principle of Related parties Proportio Proportio transaction related transactions Amount Amount n(%) n(%) (2)Related trusteeship or contracting Related trusteeship or contracting in which the Company is the undertaker Unit:RMB Gains from the Name of the Name of the Asset situation of Start date Terminating date Pricing basis deal in report employer undertaker the undertaker period Related trusteeship or outsourcing in which the Company is the employer Unit :RMB Gains from the Name of the Name of the Asset situation of Start date Terminating date Pricing basis deal in report employer undertaker the undertaker period Notes (3)Related leasing The Company is the lender Unit:RMB Rental Name of the Name of the Category of asset Starting date Stop date Pricing basis recognized in the owner tenant for rent period 161 深圳中冠纺织印染股份有限公司 2012 年度报告全文 The Company is the undertaker Unit:RMB Rental Name of the Name of the Category of asset Starting date Stop date Pricing basis recognized in the owner tenant for rent period Notes In the report year, the Company leased Room 1307 and 1308 of Union Building owned by Union Group. In November 2012, The term of tenancy is from November 1, 2012 to October 31, 2014. The monthly rent is RMB 6960. The rent was determined according to market price. (4)Status of related party guarantee Unit:RMB Whether or not the Guarantor The warranted party Amount Starting date Stop date guarantee has been fulfilled Notes (5)Related party funds Unit:RMB Related parties Amount of demolition Starting date Stop date Notes Below in Lend out (6)The information of asset transfer, debt restructured of the related parties Unit :RMB Pricing principle Amount in current period Amount in last period Content of related Related parties Type of related Proportio Proportio transaction Amount Amount transactions n(%) n(%) (7)Other Relationships Transactions 6. Payables and receivables of the related party Listed company related party fund 162 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Unit:RMB Amount at year end Amount at year beginning Name Related party Balance of Book Bad debt Provision Balance of Book Bad debt Provision Shenye Union(HK) Account receivable 299,428.00 299,428.00 299,354.00 299,354.00 Co., Ltd. The listed company Payables of the related party Unit:RMB Amount at year end Amount at year beginning Name Related party Other payable Union Development Group 24,748,412.00 23,159,803.00 Shenzhen Union Property Other payable 700,734.00 700,734.00 Group Co., Ltd. (X). Share payment 1.Overall situation of share payment Unit :RMB Notes 2.Share payment settled in term of equity Unit:RMB Notes 3.Share payment settled by cash Unit:RMB Notes 4.Service paid by shares Unit:RMB 5.Revising and termination of share payment (XI.) Subsequent events 1. Liabilities formed from pending lawsuit and mediation and its financial impact On June 4, 2012, The company has instituted court action against below three companies at Jiangsu Province Higher People's Court, and asked to terminate the contracts and agreements signed with Nanjing East Asia Textile Printing & Dyeing Co., Ltd., Nanjing East Asia Investment & Development Group Limited and Hong Kong Yiuchun Limited, who shall pay RMB47,922,902.92 to the company for the pecuniary loss of implicative 163 深圳中冠纺织印染股份有限公司 2012 年度报告全文 compensation and undertake the costs of litigation. As of December 31, 2012, Jiangsu Higher People's Court did not give a judgement. 2. For other units to provide debt guarantees, forming of contingent liabilities and the financial impact. Other liabilities and their financial impact: (XII). Commitment events. 1.Importance commitment events The external investment contracts and the related financial expenditures which have signed or not yet completely fulfilled. By December 31, 2012,The Group still has the major external investments RMB 30 million which have signed but still not paid, as follows: Name of investment projects Contractual Prepaid Unpaid investment Expected Remarks investment investment amount investment amount amount period Invest Nanjing East Asia 30 million - 30 million Can not be relocated Textile Co., Ltd with Unsureness because the fields machinery and equipments uncompleted 2.The big contract which has been signed or is ready to be carried out By December 31, 2012, The Group still has big contract which has been signed but not paid, a total of RMB 1.71 million, as follows: Name of Contractual Prepaid Unpaid Expected investment Remarks investment projects investment amount investment investment period amount amount location of 1,710,000 855,000 855,000 Can not be relocated production Unsureness because the fields equipments as a whole uncompleted Except for the events described above, As of December 31, 2012, the Group has no other significant commitment events. 164 深圳中冠纺织印染股份有限公司 2012 年度报告全文 2. Information guaranteed at the former period. The company has no commitment information guaranteed at the former period. (XIII). Post-balance-sheet events 1. Statement on material post-balance-sheet events Unit :RMB Amount of effect on the Reasons that the amount of the Items Content financial status and operating effect can not be estimated outcomes 2.Statement on profit distribution in post balance sheet period Unit:RMB 3.Statement on other issues in post balance sheet period There is no disclosure of the Post-balance-sheet of the Company. (XIV) Other Important events 1. Non-monetary asset exchange 2. Liabilities recombination 3. Enterprise consolidation. 4. Leasing Type Year-end balance Year-beginning balance Cost 96,920,525 96,912,003 House, Building 96,920,525 96,912,003 Accumulated amortization 65,879,041 62,538,552 House, Building 65,879,041 62,538,552 Impairment provision House, Building Book value 31,041,484 34,373,451 House, Building 31,041,484 34,373,451 165 深圳中冠纺织印染股份有限公司 2012 年度报告全文 5. Financial instruments issued outside and can be transferred to stock at end period. 6. Annuity Plan content and significant changes Unit:RMB Accumulated Impairment accrued Amount in Gain/loss from change of fair value Items during current Amount in year-end year-beginning change of fair value accounted into period equity Financial assets Financial assets calculated according to fair value whose change 68,900.00 -68,900.00 is accounted for as profits or losses for current period Trading financial assets 703,055.00 48,487.00 751,542.00 Total 771,955.00 -68,900.00 48,487.00 0.00 751,542.00 Financial liabilities 0.00 0.00 0.00 0.00 0.00 7.Financial assets and financial liabilities by foreign currency Unit:RMB Accumulated Impairment accrued Amount in Gain/loss from change of fair value Items during current Amount in year-end year-beginning change of fair value accounted into period equity Financial assets Financial assets calculated according to fair value whose change is 68,900.00 -68,900.00 accounted for as profits or losses for current period Trading financial assets 703,055.00 48,487.00 751,542.00 Subtotal 771,955.00 -68,900.00 48,487.00 751,542.00 Financial liabilities 0.00 0.00 166 深圳中冠纺织印染股份有限公司 2012 年度报告全文 8. Annuity plan and significant changes 9.Other Except that Shenzhen East Asia Victor Onward Textile Printing and Dyeing Co., Ltd. is still operating normally, other 5 subsidiaries controlled by the Company have stopped operation or are maintaining daily operation by house property lease. It plans to invest in Nanjing East Asia Textile Printing and Dyeing Co., Ltd. with part of machinery and equipment in 2007, Due to the reason on the side of the other party of joint venture and change of industry prospect. This investment plan is being discontinued at present. Up to the present, the project has been delayed for 6 years. The difficulties for joint venture projects have constantly increased. To solve the problem of idling of equipment, invigorate relevant assets and facilitate the Company's subsequent development,,On June 4, 2012, The company has instituted court action against below three companies at Jiangsu Province Higher People's Court, and asked to terminate the contracts and agreements signed with Nanjing East Asia Textile Printing & Dyeing Co., Ltd., Nanjing East Asia Investment & Development Group Co., Ltd. and Hong Kong Yaojunxing Co., Ltd., who shall pay RMB47,922,902.92 to the company for the pecuniary loss of implicative compensation and undertake the costs of litigation. As of December 31, 2012, Jiangsu Higher People's Court did not give a judgement. (XV).Notes s of main items in financial reports of parent company 1.Account receivable (1)Account receivable Unit:RMB Year-end balance Year-beginning balance Book Balance Provision for bad debts Book Balance Provision for bad debts Type Propo rtion Proporti Proporti Proporti Amount % Amount on% Amount on% Amount on% Account receivable with significant specific 30.52 amount that were 3,504,328.00 3,504,328.00 100% 3,503,464.00 27.79% 3,503,464.00 100% % provisioned had debt preparation separately Receivables provided bad debt provision in groups Account receivable with 69.48 minor individual amount 7,976,100.00 7,976,100.00 100% 7,974,647.00 63.25% 7,974,647.00 100% % but bad debt provision is 167 深圳中冠纺织印染股份有限公司 2012 年度报告全文 provided Total 11,480,428.00 -- 11,480,428.00 -- 11,478,111.00 -- 11,478,111.00 -- Remarks on categories of receivable accounts: Receivable accounts with large amount individually and bad debt provisions were provided √Applicable □ Not applicable Unit:RMB Description of receivable accounts Book balance Bad debt provision Proportion Reason Carnival Index International Ltd 1,098,820.00 1,098,820.00 100% Aging long TAI YANG ENTERPRISE CO.,LTD. 1,010,296.00 1,010,296.00 100% Aging long The company insol Shengzhong Company 1,395,212.00 1,395,212.00 100% vent, to be cance led Total 3,504,328.00 3,504,328.00 -- -- Using age methods to provision for bad debts of account receivable in group: □Applicable √not Applicable Using percentage balance method of provision for bad debts of account receivable in group: □Applicable √not Applicable Using other methods to provision for bad debts of account receivable in group: □Applicable √not Applicable Receivable accounts with minor amount but on which bad debt provisions are provided individually at end of period √Applicable □not Applicable Unit: RMB Name Book balance Bad debts Provision proportion% Reason of provision Fly Dragon International 573,677.00 573,677.00 100% Aging long Grateful Textiles Co.,Ltd 566,801.00 566,801.00 100% Aging long World Fabrica (Int'l) Ltd 465,241.00 465,241.00 100% Aging long Shenzhen Fangzhou Aging long 446,352.00 446,352.00 100% Textile Co., Ltd. Ezhou Xiangya Aging long 351,500.00 351,500.00 100% Garments Co., Ltd. Tak Shing Buying Office Aging long 333,584.00 333,584.00 100% Led Starline Textile CO.Ltd. 332,316.00 332,316.00 100% Aging long 168 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Shenye Union(HK) Aging long 299,428.00 299,428.00 100% Co.,Ltd. Panther Fabric Ltd. 295,161.00 295,161.00 100% Aging long Changshu Zhongjiang Aging long Garments Import & 270,134.00 270,134.00 100% Export Co., Ltd. Victor Onward Aging long 245,621.00 245,621.00 100% Textile(HK)Co., Ltd. Nissho Iwai HK Corp Aging long 215,282.00 215,282.00 100% Ltd. Unimix Ltd. 192,939.00 192,939.00 100% Aging long Tai Hing Linings Co Ltd 191,342.00 191,342.00 100% Aging long Human Changpuan Aging long 185,981.00 185,981.00 100% Garment Ningbo Youngor Aging long Fukurmura Uniforms 172,910.00 172,910.00 100% Co., Ltd. Win favour evelopment Aging long 146,636.00 146,636.00 100% ltd Speedy Textiles Co 146,538.00 146,538.00 100% Aging long Other 2,544,657.00 2,544,657.00 100% Aging long Total 7,976,100.00 7,976,100.00 -- -- (2)Switch back or regain of the account receivable in the reporting period Unit:RMB Accumulated provision Basis for determination Contents of account Reason for reversal of of bad debt reserve Amounts reversed or of original bad debt receivable recovery before reversal or recovered reserve recovery No individually insignificant receivables with bad debt provision recognized individually at the end of period. Unit :RMB Name Balance of book Bad debt Proportion(%) Reason provision Notes 169 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (3)Receivable accounts actually written off in the report period Unit :RMB Whether arising Nature of account Name of unit Time of write-off Amount written off Reason for write-off from related receivables transaction Notes (4)Particulars about the receivable accounts due from shareholders with 5% or over of the Company‘s shares in the report period Unit:RMB Amount in year end Amount in year-beginning Name Book balance Bad debt provision Book balance Bad debt provision (5)Natures or contents of receivable accounts with large amount (6) The front 5 units‘ information of the account receivable Unit :RMB Relation with the Portion in total other Name Amount Ages Company receivables (%) Carnival Index Non-related parties 1,098,820.00 Over 3 years 9.57% International Ltd TAI YANG Non-related parties 1,010,296.00 Over 3 years 8.8% ENTERPRISE CO.,LTD. Shengzhong Company Subsidiary 1,395,212.00 Over 3 years 12.15% Fly Dragon International Non-related parties 573,677.00 Over 3 years 5% Grateful Textiles Co.,Ltd Non-related parties 566,801.00 Over 3 years 4.94% Total -- 4,644,806.00 -- 40.46% (7)Account receivable from Related parties Unit:RMB Unit name Relation with the company Amount Percentage of account receivable Shengzhong Company Subsidiary 1,395,212.00 12.15% Shenzhen East Asia Subsidiary 51,871.00 0.45% 170 深圳中冠纺织印染股份有限公司 2012 年度报告全文 The related parties controlled Shenye Union(HK)Co., Ltd. 299,428.00 2.61% the same Actual controller Total -- 1,746,511.00 15.21% (8)Account receivable that is not accord with expiration confirmation condition (9)Account receivables subject to asset securitization , needed to briefly describe the arrangements related to transactions. 2.Other receivable (1)Other receivable Unit:RMB Year-end balance Year-beginning Provision for bad Book balance Provision for bad debts Book balance debts Classification Propo Propo Propo Propo Amount rtion( Amount rtion( Amount rtion( Amount rtion( %) %) %) %) Other Receivables with major individual amount and 98.64 76,596,952.00 3,881,950.00 5.07% 76,582,183.00 98.4% 3,881,910.00 5.07% bad debt provision provided % individually Other Receivables provided bad debt provision in groups Deposit group 103,784.00 0.13% 298,760.00 0.38% Subtotal of group 103,784.00 0.13% 298,760.00 0.38% Other Account receivable with minor individual 950,112.00 1.22% 950,112.00 100% 949,941.00 1.22% 949,941.00 100% amount but bad debt provision is provided Total 77,650,848.00 -- 4,832,062.00 -- 77,830,884.00 -- 4,831,851.00 -- Statement on Other receivable: Other Receivable accounts with large amount individually and bad debt provisions were provided √Applicable □not Applicable Unit:RMB Description of other Book balance Bad debt provision Proportion Reason 171 深圳中冠纺织印染股份有限公司 2012 年度报告全文 receivable accounts Victor Onward 59,715,002.00 Textile(HK)Co., Ltd. Nanhua Company 13,000,000.00 Nanjing East Asia 1,313,410.00 1,313,410.00 100% Aging long CCB.Guangdong Shunde Aging long 1,080,000.00 1,080,000.00 100% branch Changzhou Aging long Dongfeng Textile 975,000.00 975,000.00 100% Printing & dyeing Equipment Co., Ltd. The company insolv Shenzhen East Asia 513,540.00 513,540.00 100% ent, to be canceled Total 76,596,952.00 3,881,950.00 -- -- Using age methods to provision for bad debts of other account receivable in group: □Applicable √not Applicable Using percentage balance method of provision for bad debts of account receivable in group: □Applicable √not Applicable Using other methods to provision for bad debts of account receivable in group: □Applicable √not Applicable Receivable accounts with minor amount but on which bad debt provisions are provided individually at end of period √Applicable □not Applicable Unit:RMB Name Book balance Bad debts Provision proportion% Reason of provision Victor Onward Textile(HK)Co., 694,122.00 694,122.00 100% Aging long Ltd. Shanghai Huayinke Trade Industry Co., 180,000.00 180,000.00 100% Aging long Ltd. Shenzhen Environmental 35,000.00 35,000.00 100% Aging long Management System Certification Center Shenzhen Design 30,000.00 30,000.00 100% Aging long Institute of Ministry 172 深圳中冠纺织印染股份有限公司 2012 年度报告全文 of Machinery Industry Shanghai Branch Other 10,990.00 10,990.00 100% Aging long Total 950,112.00 950,112.00 -- -- (2)Switch back or regain of the other account receivable in the reporting period Unit :RMB Bad debt provision Description of the Other Reason to write back Basis of original bad Amount written back or provided before writing receivable accounts or retrieve debt provision retrieved back or retrieving Total -- -- 0.00 -- Other Receivable account with large amount, or minor amount but on which bad debt provisions are provided individually at end of period: Description of the Book balance Amount of bad debt Providing rate(%) Reason receivable accounts Total 0.00 0.00 -- -- Remarks on receivable accounts with minor single amount but with greater risks after combining with accounts with similar risks: (3)Other receivable accounts actually written off in the report period Unit:RMB Property of the Reason of writing Occurred under related Name Date of written off Amount written off receivable account off relationship Total -- -- 0.00 -- -- Statement on writing off of other receivable accounts: (4)Particulars about the other receivable accounts due from shareholders with 5% or over of the Company‘s shares in the report period Unit:RMB Balance at the period end Balance in year-begin Name Book balance Amount of bad debts Book balance Amount of bad debts Total 0.00 0.00 0.00 0.00 173 深圳中冠纺织印染股份有限公司 2012 年度报告全文 (5)Natures or contents of other receivable accounts with large amount (6) The front 5 units‘ information of Other account receivable Unit:RMB Relation with the Portion in total other Name Amount Ages Company receivables (%) Victor Onward Subsidiary 59,715,002.00 Over 3 years 76.9% Textile(HK)Co., Ltd. Nanhua Company Subsidiary 13,000,000.00 Over 3 years 16.74% Nanjing East Asia Non-Related parties 1,313,410.00 Over 3 years 1.69% CCB.Guangdong Shunde Non-Related parties 1,080,000.00 Over 3 years 1.39% Branch Changzhou Dongfeng Textile Printing & dyeing Non-Related parties 975,000.00 Over 3 years 1.26% Equipment Co., Ltd. Total -- 76,083,412.00 -- 97.98% ⑺The accounts receivable from the Related parties Unit:RMB Name Relation with the Company Amount Proportion(%) Victor Onward Subsidiary 59,715,002.00 76.9% Textile(HK)Co., Ltd. Nanhua Company Subsidiary 13,000,000.00 16.74% Shenzhen East Asia Subsidiary 513,540.00 0.66% Total -- 73,228,542.00 94.3% (8)Other account receivable that is not accord with expiration confirmation condition is none (9)Other receivables subject to asset securitization , needed to briefly describe the arrangements related to transactions. 3. .Long –term stocks equity investment Unit :RMB Accounti Initial Original Ending Sharehold Voting Explanati Current Cash Name change Devalue ng investmen balance Balance ing right on of devalue bonus 174 深圳中冠纺织印染股份有限公司 2012 年度报告全文 method t cost proportio proportio diffidence n in the n in the between investee investee sharehold ing proportio n and voting right proportio n in investee Victor Onward Cost 2,411,282 21,214,21 21,214,21 Textile(H 100% 100% 0.00 0.00 0.00 method .00 2.00 2.00 K)Co., Ltd. Nanhua Cost 23,082,83 15,574,74 15,574,74 54.82% 54.82% 0.00 0.00 0.00 Company method 1.00 1.00 1.00 Shenzhen Cost 1,530,000 1,252,900 1,252,900 1,252,900 51% 51% 0.00 0.00 East Asia method .00 .00 .00 .00 27,024,11 38,041,85 38,041,85 1,252,900 Total -- 0.00 -- -- -- 0.00 0.00 3.00 3.00 3.00 .00 Notes 4. Business income and Business cost (1)Business income and business cost Unit:RMB Items Amount of current period Amount of previous period 2,834,664.00 1,529,480.00 Income from Business income 0.00 0.00 Other Business income Total 2,834,664.00 1,529,480.00 Business cost 1,585,723.00 478,671.00 (2)Main business(Industry) Unit:RMB 175 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Amount of current period Amount of previous period Name Business income Business cost Business income Business cost Textile Industry 1,266,777.00 1,248,550.00 Rent 1,567,887.00 337,173.00 1,529,480.00 478,671.00 Total 2,834,664.00 1,585,723.00 1,529,480.00 478,671.00 (3)Main business(Production) Unit:RMB Amount of current period Amount of previous period Name Business income Business cost Business income Business cost Sales adhesive short fiber 1,266,777.00 1,248,550.00 Rent 1,567,887.00 337,173.00 1,529,480.00 478,671.00 Total 2,834,664.00 1,585,723.00 1,529,480.00 478,671.00 (4)Main Business(Area) Unit:RMB Amount of current period Amount of previous period Name Business income Business cost Business income Business cost Domestic 2,834,664.00 1,585,723.00 1,529,480.00 478,671.00 Total 2,834,664.00 1,585,723.00 1,529,480.00 478,671.00 (5)Total income and the ratio of operating income from top five clients Unit:RMB Name Business Income Proportion(%) Zhejiang Helan Industry Co., Ltd. 1,266,777.00 44.69% Shenzhen Nanshan Saint Laurent Wedding Photography 502,080.00 17.71% Jishunda Automobile drier training Company 144,000.00 5.08% Chen Shen 144,000.00 5.08% Xia Yi 102,000.00 3.6% Total 2,158,857.00 76.16% 176 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Notes 5. Investment income (1)Income from investment Unit:RMB Items Amount of current period Amount of previous period Hold the investment income during from available-for-sale 6,045.00 13,965.00 financial assets Total 6,045.00 13,965.00 (2)Long term equity investment calculated to cost method: Unit:RMB Name Amount of current Amount of previous Change cause period period Total 0.00 0.00 -- (3)Long term equity investment calculated via equity method Unit :RMB Name Amount of current Amount of previous Change cause period period Total 0.00 0.00 -- Notes 6. Supplement information of Consolidated Flow Statement Unit:RMB Items Amount of current Amount of previous period period 1. Adjusting net profit to net cash flow in operating activities: -- -- Net profit -2,566,647.00 -6,258,858.00 177 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Add: Provision for impairment of assets 211.00 4,731,272.00 Depreciation of fixed assets, oil and gas assets and consumable 337,173.00 5,752.00 biological assets Amortization of intangible assets 40,305.00 52,418.00 The losses on the disposal of fixed assets, intangible assets and other -1,466,506.00 522.00 long-term assets Loss of fair value fluctuation on assets 25,480.00 88,247.00 -973,152.00 1,089,583.00 Financial cost -6,045.00 -13,965.00 Loss on investment Decrease of deferred income tax assets -31,783.00 Decrease of inventories 267,155.00 Decrease of operating receivable -1,455,914.00 2,639,395.00 Increase of operating receivables 39,061.00 135,785.00 Other -3,816,714.00 Net cash flows arising from operating activities -4,219,658.00 -1,111,191.00 II. Significant investment and financing activities that without cash -- -- flows III. Net increase of cash and cash equivalents -- -- Ending balance of cash 17,293,509.00 21,483,163.00 Less: Beginning balance of cash equivalents 21,483,163.00 23,577,186.00 Net increase of cash and cash equivalents -4,189,654.00 -2,094,023.00 7. Reversal purchase of the assess and liabilities booked at evaluated value Reversal purchase of the assess under assessed value, liabilities information. Unit :RMB To determine the fair Fair value calculation Items Fair value Original book value value method process 178 深圳中冠纺织印染股份有限公司 2012 年度报告全文 Reversal purchase of the assess under assessed value, liabilities information. Unit:RMB long-term equity investment amount from Long-term equity investment Fair value Items reverse purchase calculation process (XVI). Supplement information 1. Return on net assets and earnings per share Unit :RMB Earnings per share(RMB) Return on net assets . Profit of the report period Weighted(%) Basic earnings per share Diluted gains per share Net profit attributable to the Common stock -0.21% -0.0015 -0.0015 shareholders of Company. Net profit attributable to the Common stock shareholders of Company after deducting of 0.25% 0.0018 0.0018 non-recurring gain/loss. 2. The anomalies and the explanation of our main financial statements project The unusual amount or the abnormal changes in the comparative period in the Balance Sheet project Items Amount at the Amount in Chaged Remark period end year-begin (%) Trade financial assets 68,900 -100.00 Decrease due to the Company' sales of stocks it held Bill receivable 1,500,000 100.00 In the report year, the sales of viscose staple fiber were settled by using bills. Prepayments 176,443 27,548 540.49 Increase due to uncompleted prepayment of decoration expenses by Victor Onward Hong Kong, a subsidiary of the Company, in the report year. Inventories 101,536 162,457 -37.50 Decrease due to provision for diminution in value of inventories in the report year. Employees‘ wage 766,680 590,220 29.90 Due to non-payment of unpaid payable remuneration for the board of directors at the end of the period. 179 深圳中冠纺织印染股份有限公司 2012 年度报告全文 The unusual amount or the abnormal changes in the items of the income statement Items Amount at the Amount in Chaged Remark period end year-begin (%) Business income 11,095,669 9,850,484 12.64 The Company's sales of viscose staple fiber in the report year caused the increase of sales income. Business cost 5,413,356 4,269,140 26.80% Purchasing cost correspondingly increased due to sales of viscose staple fiber. Financial expenses -444,174 316,201 -240.47 Exchange gains increased due to the change of base currency. Asset impairment 68,345 3,310,562 -97.94 Provision for impairment loss of loss fixed assets was made in the previous year but there was only a small amount of such provision in the report year. Investment gain 2,582,153 -10,602,528 -124.35 The investment income received increased due to the change of earnings of affiliated companies of Development Hong Kong (a subsidiary of the Company) in the report year. Less:Non-business 582,915 8,088 7107.16 In the report year, the Company expenses officially brought an action against the companies including Nanjing East Asia Textile Printing and Dyeing Co., Ltd. in respect of its investment in Nanjing project and the legal costs thus paid increased. 180 深圳中冠纺织印染股份有限公司 2012 年度报告全文 X1. Documents available for inspection 1.The Annual report 2012; 2. Accounting statements with signatures and seals of the legal representative and financial principal and chief of accounting Dept; 3.Originals of all documents and manuscripts of public Notices of the Company Disclosed in public in the newspapers as designated by China Securities Regulatory Commission; 4. The articles of Association. 181