深圳中冠纺织印染股份有限公司 2013 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.
2013 Annual Report
February 2014
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深圳中冠纺织印染股份有限公司 2013 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.
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.
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.
Da Hua Certified Public Accountants（Special General Partnership) issued an unqualified auditor's report with
highlighted paragraphs to the Company. The board of directors and the supervisory committee of the Company
have explained relevant matters in detail. Investors are advised to read relevant statements.
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
Table of Contents
2013 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
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深圳中冠纺织印染股份有限公司 2013 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
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
Indication of major risks
This Report has been prepared in both Chinese and English. In case of any discrepancy, the Chinese version shall prevail.
Please pay attention.
II. Basic Information of the Company
1. Company Information
*ST Shen Victor Onward A,*ST Shen
Stock abbreviation Stock code 000018、200018
Victor Onward B
Stock exchange for listing： Shenzhen Stock Exchange
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.udcgroup.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
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
3. Information disclosure and placed
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 Da Hua Certified Public Accountants(Special General Partnership)
Office address： 8/F, B Union Square , No.5022. Binhe Road, Futian District , Shenzhen
Names of the Certified Public
Xu Haining, Yang Chunxiang
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
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
III. Summary of Accounting Highlights and Business Highlights
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
2013 2012 2011
（％）
Operating Gross income（RMB） 26,998,990.00 11,095,669.00 143.33% 9,850,484.00
Net profit attributable to the
shareholders of the listed company 8,214,810.00 -247,331.00 -3,421.38% -17,361,593.00
（RMB）
Net profit after deducting of
non-recurring gain/loss attributable
-5,711,308.00 300,041.00 -2,003.51% -17,375,777.00
to the shareholders of listed
company（RMB）
Cash flow generated by business
1,708,608.00 -384,418.00 -544.47% 4,202,430.00
operation, net（RMB）
Basic earning per
0.0486 -0.0015 -3,340% -0.1
share(RMB/Share)
Diluted gains per
0.0486 -0.0015 -3,340% -0.1
share(RMB/Share)(RMB/Share)
Net asset earning ratio（%） 6.7% -0.21% 6.91% -12.93%
End of End of Changed over last End of
2013 2012 year（％） 2011
Gross assets（RMB） 170,502,789.00 172,002,557.00 -0.87% 172,238,794.00
Shareholders‘ equity attributable to
shareholders of the listed company 126,320,072.00 118,852,391.00 6.28% 119,047,096.00
（RMB）
II．Items and amount of non-current gains and losses
Unit:RMB
Items Amount (2013) Amount (2012) Amount(2011) Notes
Non-current asset disposal
gain/loss(including the write-off part
13,906,305.00 5,174.00 -522.00
for which assets impairment provision
is made)
Except the effective hedge business
6,045.00 13,965.00
related to the normal operation
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
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 19,813.00 -558,591.00 741.00
items
Total 13,926,118.00 -547,372.00 14,184.00 --
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
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
IV. Report of the Board of Directors
I. General
1. 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,the lawsuit has been made. Within this year, the company
disposed all textile machinery and equipment, the company has not textile processing capacity. Although this year
the company saled the property located in Kowloon, Hongkong But the rental income still a major part of the cash
flows and the main part of the current main business income.
2. The risks that the Company is facing and countermeasures
Production suspense brought significant influence on the production and operating activities and
continuous development of the Company. 2The audited net profits of the Company for two
consecutive fiscal years (i.e., 2011 and 2012) were both negative. According to relevant regulations
including Stock Listing Rules of Shenzhen Stock Exchange, Shenzhen Stock Exchange enforced
special treatment ("delisting risk caution") of the stocks of the Company from April 24, 2013. In order
to have the caution of delisting risk revoked, the Company made all efforts to enhance operating efficiency and increase return
through various measures and successfully reversed loss into profit in 2013.
II. Analysis on principal Business
1.General
In 2013, the textile, printing and dyeing business of the head office 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, The disposal of real estate investment .
Progress of development strategy and operation plans in this period that are disclosed by the company in the
previous annual reports.
As the plan of investing in Nanjing East Asia Textile Printing and Dyeing Co., Ltd. with part of
machinery and equipment was not fulfilled, part of the Company's assets have been in idle status for
long time since production suspense for rectification. At present, the investment project (Nanjing
East Asia Textile Printing and Dyeing Co., Ltd.) has entered litigation procedure. There will be no
possibility of investment completion. The Company has finished disposing the fixed assets
(machinery and equipment ) and machine parts.
Reasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year
disclosed
□ Applicable√ Not applicable
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
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 2013, the total income from main operation was RMB 26.99 million, including rent income was RMB 10.09
million , Textile trade income was RMB 1.29 million and disposal of real estate investment income was 15.61
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) 24,266,117.00
Proportion of sales to top 5 customers in the
89.87%
annual sales(%)
Information of the Company‘s top 5 customers
√Applicable □ Not applicable
No Name Amount of sales Proportion(%)
1 China Real Estate (HK) Group Co., Ltd. 15,611,945.00 57.82%
Shenzhen Jinrongyuan Development Co.,
2 5,851,500.00 21.67%
Ltd.
3 Zhejiang Helan Industry Co., Ltd. 1,292,308.00 4.79%
4 SCS Express International Limited 910,364.00 3.37%
Shenzhen Hebainian Investment
5 600,000.00 2.22%
Development Co., Ltd.
Total -- 24,266,117.00 89.87%
3.Costs
Classification of Industry
Unit:RMB
Classification Items 2013 2012 Increase/Decre
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
of industry Proportion in Proportion in ase(%)
Amount operation Amount operation costs
costs(5( (%
Textile
1,282,051.00 13.55% 1,248,550.00 23.06% -9.51%
Industry
Leasing
4,602,706.00 48.65% 4,164,806.00 76.94% -28.29%
Industry
Real estate
3,576,246.00 37.8%
Industry
Classification of products
Unit:RMB
2013 2012
Classification
of products Proportion in Proportion in Increase/Decre
Items
Amount operation Amount operation ase(%)
costs(%) costs(%)
Sales of
viscosestaple 1,282,051.00 13.55% 1,248,550.00 23.06% -9.51%
fiber
Leasing 4,602,706.00 48.65% 4,164,806.00 76.94% -28.29%
The disposal of
real estate 3,576,246.00 37.8%
investment
Notes
The real estate for investment disposed of in the report period is the house property of Victor Onward Printing and Dyeing (Hong
Kong) Co., Ltd., a wholly-owned subsidiary of the Company, which is located at Room 1801-1804, Huachuang Center, 889 Chuang
Sha Wan Road, Kowloon, Hong Kong.
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 （%）
Information about the top 5 suppliers
□ Applicable√ Not applicable
3.Expenses
The financial expenses for 2013 were RMB247,455, which increased by RMB 691.629 and 155.71% over
those for 2012 (RMB -444,174) mainly due to exchange gains and losses,Income tax were RMB 2,384,583, which
increased by RMB -41,869 for 2012, The increase mainly due to the profits tax generated from the disposal of
investment property real by Hongkong Victor Onward.
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
6.Cash Flow
Unit:RMB
Items 2013 2012 Increase/Decrease(%)
Subtotal of cash flow
received from operation 12,450,237.00 13,498,118.00 -7.76%
activities
Subtotal of cash flow paid
10,741,629.00 13,882,536.00 -22.62%
for operating activities
Net cash flow arising from
1,708,608.00 -384,418.00 -544.47%
operating activities
Subtotal of investment
20,749,535.00 30,000.00 69,065.12%
activity cash inflows
Subtotal of investment
36,411.00 690,127.00 -94.72%
activity cash outflows
Net cash flow arising from
20,713,124.00 -660,127.00 -3,237.75%
investment activities
Subtotal of fund raising
10,124,439.00 126,343.00 7,913.45%
activity cash outflows
Net cash flow arising from
-10,124,439.00 -126,343.00 7,913.45%
raising activities
Net increase in cash and
11,275,648.00 -1,172,054.00 -1,062.04%
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 increased mainly because the payment of RMB 1.5 million for goods
collected in the form of banker's acceptance bill in the previous year was encashed in the report year. The cash
inflows from investing activities increased mainly due to inflow of RMB 15.61 million from the disposal of the
house property located at Room 1801-1804, Huachuang Center, 889 Chuang Sha Wan Road, Kowloon, Hong
Kong and inflow of RMB 5.13 million from the disposal of dyeing machines and equipment. Net cash flows from
financing activities decreased mainly due to payment of loan principal of RMB 10 million to Union Group, a
related party, which was borrowed in the previous year.
Notes to the big difference between cash flow from operating activities and net profit in the reporting year
√Applicable□Not applicable
The reason for the big difference between the net cash flows of RMB 1,708,608 from operating activities in
the report period and the net profit of RMB 8,214,810 for the report year for the shareholders of the Company is
that the important sources of the net profit of the Company for the report year are the disposal of fixed assets
(which generated net profit of RMB 1.9 million) and sales of real estate for investment (which generated net profit
of RMB 9.65 million).
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
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
1,292,308.00 1,282,051.00 0.79% 2.02% 2.68% -0.65%
Industry
Lease Industry 10,094,737.00 4,602,706.00 54.4% 2.7% 10.51% -3.23%
Real estate 15,611,945.00 3,576,246.00 77.09%
Product
viscose staple
1,292,308.00 1,282,051.00 0.79% 2.02% 2.68% -0.65%
fiber
Leasing 10,094,737.00 4,602,706.00 54.4% 2.7% 10.51% -3.23%
The disposal of
real estate 15,611,945.00 3,576,246.00 77.09%
investment
District
Domestic 9,553,683.00 4,151,650.00 56.54% 0.75% -2.58% 1.48%
Hong Kong 17,445,307.00 5,309,353.00 69.57% 981.17% 361.03% 40.94%
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
End of 2013 End of 2012 Proportio
n
Proportion in Proportion in
increase/d Notes to the significant change
Amount the total Amount the total
ecrease
assets(%) assets(%)
(%)
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
The main reason for increase is the
profit from the disposal of real estate
Monetary capital 63,502,910.00 37.24% 52,227,262.00 30.36% 6.88%
for investment by Hong Kong Victor
Onward
Accounts Full amount provision for bad debts in
744,712.00 0.43% -0.43%
receivable respect of accounts receivable
Full amount provision for impairment
Inventories 101,536.00 0.06% -0.06%
in respect of inventories
Real estate for Disposal of real estate for investment
23,458,153.00 13.76% 31,041,484.00 18.05% -4.29%
investment by Hong Kong Victor Onward
Long-term equity Hangzhou Bay Venture Company made
66,931,685.00 39.26% 65,784,312.00 38.25% 1.01%
investment profit
Fixed assets 7,191,205.00 4.22% 12,416,459.00 7.22% -3% Disposal of machinery and equipment
2.Significant Change in Liabilities
Unit:RMB
2013 2012 Proporti
on
Proportion Proportion
increase Notes to the significant change
Amount in the total Amount in the total
/decreas
assets (%) assets (%)
e(%)
Long-term loan 1,101,349.00 0.65% 1,033,936.00 0.6% 0.05% For the reason of interest
Advance receipts decreased because
the advance receipts from disposal of
Advance receipts 1,076,531.00 0.63% 2,778,488.00 1.62% -0.98% machinery and equipment were carried
forward after completion of
transactions in the report year.
Remuneration payable to staff and
Remuneration workers increased because the
payable to staff 1,109,352.00 0.65% 766,680.00 0.45% 0.2% remuneration payable to the board of
and workers directors was not paid yet at the end of
the year.
Taxes and levies payable increased due
to provision for profit tax in respect of
Taxes and levies
4,250,191.00 2.49% 1,622,074.00 0.94% 1.55% the disposal of real estate for
payable
investment in Hong Kong in the report
year.
Other payables decreased due to
Other payables 21,762,365.00 12.76% 32,227,317.00 18.74% -5.97% repayment of loans to related
companies in the report year.
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
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
3.Financial
assets
751,542.00 -168,600.00 582,942.00
available for
sales
Subtotal of
751,542.00 -168,600.00 582,942.00
Financial assets
Aforementio
751,542.00 -168,600.00 582,942.00
ned total
Financial
0.00 0.00
liabilities
Did great change take place in measurement of the principal assets in the reporting period ?
□ Yes √ No
V. Analysis on core Competitiveness
N/A
VI. Analysis on investment Status
1. External Equity investment
（1）External investment
External investment
Investment Amount in 2013(RMB) Investment Amount in 2012(RMB) Change rate
0.00 0.00 0%
Particulars of investees
Companies Principal business Proportion in the investees‘ equity (%)
Zhejiang Union Hangzhou Bay Chuangye
Real estate 25%
Co., Ltd.
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
2.Analysis on principal subsidiaries and Mutual Shareholding Companies
Particulars about the principal subsidiaries and Mutual shareholding companies
Unit：RMB
Leading
Sectors Total Operating
Company Company products Registered Net assets Tumover Net Profit
engaged assets(RM profit
Name type and capital (RMB) (RMB) (RMB)
in B) (RMB)
services
Hong
Kong
Textile Textile 2,400,002 121,632,880 50,734,564. 17,445,307. 11,913,267. 9,530,660.0
Victor Subsidiary
industry trade （HKD） .00 00 00 00 0
Onward
Co.Ltd
Textile
Nanhua Textile Printing 85,494,700 29,250,478. -17,259,520 6,486,700.0
Subsidiary 502,352.00 490,235.00
Company industry and （HKD） 00 .00 0
dyeing
Zhejiang
Union
Sharehold Real estate
Hangzhou Real estate 247,476,832 1,414,590,8 305,663,374 55,875,550. 5,072,925.0 3,399,130.0
ing Develop
Bay Industry .6 02.00 .00 00 0 0
companies ment
Chuangye
Co., Ltd.
Particulars about the principal subsidiaries and Mutual holding companies
Victor Onward Printing and Dyeing (Hong Kong) Co., Ltd., a subsidiary of the Company, entered into real estate purchase and
sale contract with China Real Estate (Hong Kong) Group Co., Ltd., a related party, on December 6, 2013. The real estate is located at
Room 1801-1804, Huachuang Center, 889 Chuang Sha Wan Road, Kowloon, Hong Kong . This transaction involved amount of
HKD 19.55 million (equivalent to RMB 15.61 million), which contributed net profit of RMB 9.65 million to the Company in 2013. It
is an important asset transaction that helped the Company successfully turned losses into profits in 2013.
Acquirement and disposal of subsidiaries in the Reporting period
□ Applicable√ Not applicable
VII. Prediction of business performance for January -March 2014.
Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss
probably or the warning of its material change compared with the corresponding period of the last year and
explanation of reason.
√ Applicable □Not applicable
Forenotice of earning :Losses
Type of data filet for the prediction
Year beginning to end of next Same period of Increase or decrease%
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
report period the previous
year
Estimated amount of
accumulative net -200 -- 0 -266 -- -24.81% -- 0%
profit(RMB‘0000)
Basic earnings per shares
-0.011 -- 0 -0.016 -- -31.25% -- 0%
(Yuan/share)
Due to loss of real estate projects of Zhejiang Union Hangzhou Bay Ventures Co.,
Notes to forenotice of Ltd. Accounted for on equity basis, the accumulative net profit for the period from
earnings January 2014 to March 2014 is estimated to be loss and about RMB -2 million to
RMB 0.
VIII. Special purpose principal under the control of the Company
N/A
IX. Development prospect
Controlling shareholder of the Company and the management of the company attaches greatimportance to
the company‘s continued operational problems, through a wariety of ways, including saling the assets and
business of the company or its subsidiaries, joint venture or expand an existing business, aiming to improve the
company asset quality, iprofitability, and enhance capacity for sustainable development .
X. Explanation of the Board of Directions Concerning the ― non-standard audit report‖ issued by the CPAs firm
for the reporting period.
1．Basic information
Da Hua Certified Public Accountants(Special General Partnership) issued unqualified auditor's report with
paragraph of emphasized matters for the Company's financial statements for 2013 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., 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.
2. Basic opinions of certified public accountants on such matter:
Da Hua Certified Public Accountants(Special General Partnership) accepted entrustment, completed the audit
of the financial statements of the Company for 2013 and issued unqualified auditor's report with paragraph of
emphasized matters for the Company's financial statements for 2013. 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.
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
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.
3.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.
4. 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, According to the relevant regulations
including Stock Listing Rules of Shenzhen Stock Exchange, on April 24, 2013 on the Shenzhen Stock Exchange
implemented the "delisting risk warning" to the company stock trading.
5.The possibility of eliminating this matter and its influence:
In order to have the caution of delisting risk revoked, the Company made all efforts to enhance operating
efficiency and increase return through various measures and successfully reversed loss into profit in 2013.
6.The concrete measures of eliminating this matter and its influence
Controlling shareholder of the Company and the management of the company attaches greatimportance to
the company‘s continued operational problems, through a wariety of ways, including saling the assets and
business of the company or its subsidiaries, joint venture or expand an existing business, aiming to improve the
company asset quality, iprofitability, and enhance capacity for sustainable development .
XI. Explain change of the accounting policy, accounting estimate and measurement methods as compared with the
financial reporting of last year.
N/A
18
深圳中冠纺织印染股份有限公司 2013 年度报告全文
XII. Explain retrospective restatement due to correction of significant accounting errors in the reporting period.
N/A
XIII. Explain change of the consolidation scope as compared with the financial reporting of last year.
N/A
XIV. Dividend Distribution Preparation
Implementation or adjustment of the Company‘s profit Distribution policy, Especially Cash Dividend Distribution
Policy in the Reporting Period.
√Applicable □ Not applicable
The Company's profit distribution policy, based primarily on the 4th meeting of the sixth board of directors of the Company
considered and approved the "Articles of Association" in the relevant provisions on the Company's Profit Distribution Policy and
Planning for Return to Shareholders in the Nest Three Years (2012-2014), The revised profit distribution policy defined dividend
distribution standards and proportion was clear, improved the Company's decision making and supervision mechanism for profit
distribution and ensured return to shareholders.. independent directors conducted effective supervision of the profit distribution plan
of the Company and expressed independent opinions. Minority shareholders have adequate opportunity to express their views and
aspirations,Refer to Announcement that disclosed on Securities Times ,Hong Kong Commercial Daily and www.cninfo.com.cn
respectively on August 16, 2012. for the Articles of Association of the Company concerning profit distribution.
Special cash dividend policy description
Whether meets the requirements of the
provisions of the articles of association or Compliance with regulations and requirements
shareholders' meeting resolutions:
Whether dividends standard and proportion are clear Dividends standard and proportion are clear
Whether decision making and supervision mechanism for
Decision making and supervision mechanism for profit distribution are
profit distribution are completed
completed
Whether independent directors perform their duties Independent directors implemented the status of the company's profit
responsibly and play its due role: distribution plan for the effective oversight and independent opinion
whether the Minority shareholders have adequate
Minority shareholders have adequate opportunity to express their views
opportunity to express their views and aspirations and
and aspirations，Their legitimate rights and interests have been fully
Their legitimate rights and interests have been fully
protected
protected
Whether the Cash dividend policy to adjust or change the In 2013, there are no cash dividend policy adjustments and
conditions and procedures are compliant and transparent changes..
Notice: During the reporting period the company should disclose the profit distribution policy, especially cash
dividend policy formulation, implementation or adjustments, explain the requirements of the provisions of the
articles of association or shareholders' meeting resolutions, whether the Minority shareholders legitimate rights
and interests have been fully protected, whether the Independent directors implemented opinions, Whether
19
深圳中冠纺织印染股份有限公司 2013 年度报告全文
dividends standard and proportion are clear, and Whether the Cash dividend policy to adjust or change the
conditions and procedures are compliant and transparent.
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):
The company‘s annual profit distribution for 2011.
As audited by Shinewing Certified Public Accountants, the total profit of the Company for 2011 is
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 for 2012.
1 As audited by Da Hua Certified Public Accountants(Special General Partnership) , the total profit of the
Company for 2012 is RMB-289,200 , After deduction of minority gains and losses of RMB 0 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.
Profit distribution preplan for 2013：
1 As audited by Da Hua Certified Public Accountants(Special General Partnership) , the total profit of the
Company for 2013 is RMB10,234,487 , After deduction of minority gains and losses of RMB-364,906 and
income tax expenses of2,384,583, net profit is RMB8,214,810,the total year-end undistributed profit is
RMB-108,059,131. The Company is neither to distribute profit nor to capitalize capital surplus for the current
year.
2. According to the decisions of the 12th meeting of the sixth board of directors of the Company held on February
26, 2014, the Company will neither distribute profit nor capitalize capital surplus for 2013 and will use the profit
to make up the losses of the previous year.
The above profit distribution preplan is to be submitted to 2013 annual shareholders' general meeting for
examination.
3.. The reason for no profit distribution for 2013, 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. After the discussion in
Board of directors meeting， the Company will neither distribute profit nor capitalize capital surplus for 2013
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 2013
In the opinion of the independent directors, the Profit Distribution Preplan for 2013 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 2013 was approved. It was also approved to submit this preplan to 2013
annual shareholders' general meeting of the Company for examination.
20
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Dividend distribution of the latest three years
Unit：RMB
Net profit attributable to the Ratio in net profit attributable to
over of the parent company in the parent company in the
Year Cash dividend (Including Tax)
the consolidated financial consolidated financial
statements statements
2013 8,214,810.00
2012 -247,331.00
2011 -17,361,593.00
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
XV.Preplan for profit distribution and transferring capital reserve into share capital for the report period
Cash dividend policy：
Notes
According to the decisions of the 12th meeting of the sixth board of directors of the Company held on February
26, 2014, the Company will neither distribute profit nor capitalize capital surplus for 2013 and will use the profit
to make up the losses of the previous year. It was also approved to submit this preplan to 2013 annual
shareholders' general meeting of the Company for examination.
XVI. Social responsibility
(I) Protecting shareholders' rights and interests
1. The company established a standardized corporate governance structure, the effective implementation and
monitoring of the operating mechanism to ensure that the company operates in accordance with law, standardized
operation and promote common development with all stakeholders. Concerned about public welfare and
environmental protection issues, and maximize shareholders' equity, the pursuit of economic efficiency into
account social, practicing corporate social responsibility.
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.
21
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Whether the listed company and its subsidiaries belong to the heavy polluting industries regulated by the state environmental
protection department.
□ Yes √ No
Whether the listed company and its subsidiary exist the major social security issues.
□ Yes √ No
Whether has been punished during the report period.
□ Yes √ No
XVII.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
Inquiry about the
possibility of the
BOD office of the
January 9, 2013 By phone Individual Investor conversion of the
Company
Company's B shares into H
shares
Inquiry about the date of
BOD office of the
May 30,2013 By phone Individual Investor shareholders' general
Company
meeting of the Company
Inquire about the possibility
BOD office of the of the Company's loss
July 30,2013 By phone Individual Investor
Company reversal at the end of the
year
Inquiry about the time of
BOD office of the
December 27, 2013 By phone Individual Investor disclosure of the annual
Company
report of the Company
22
深圳中冠纺织印染股份有限公司 2013 年度报告全文
V. Important Events
I. Major lawsuits and Arbitration affairs
√ Applicable□ Not applicable
Basic information
Amount Whether comes Progress of Judgment
of Trial results and Disclosure Index of
involved to accrual lawsuits(arb enforcement
lawsuits(Arbitratio influence date disclosure
(RMB‘0000) liability or not itration) situation
n)
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 Announceme
with Nanjing East nt No.
Asia Textile 2012-0614)
Printing & Dyeing The case Securities
Co., Ltd., Nanjing hasn‘t Times , Hong
4,792 No June 16,2012
East Asia yet been Kong
Investment & tried Commercial
Development Daily and
Group Co., Ltd. www.cninfo.
and Hong Kong com.cn
Yaojunxing Co.,
Ltd., who shall pay
RMB47,922,902.9
2 to the company
for the pecuniary
loss of implicative
compensation and
undertake the costs
of litigation. The
company has
received the
23
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Su-Shang-Wai-Ch
u-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. The
Defendant Nanjing
East Asia Textile
Printing and
Dyeing Co., Ltd.
made objection to
the jurisdiction of
this case during the
period of defence
submission. The
court formed a
collegial bench
and conducted
examination
according to law.
2On December 24,
2013, Jiangsu
Higher People's
Court issued Civil
Ruling Paper to
reject the objection
made by Nanjing
East Asia Textile
Printing and
Dyeing Co., Ltd.
about the
jurisdiction.
((2013) SSWXCZ
No. 0001 Civil
Ruling Paper of
Jiangsu Higher
People's Court
Civil Ruling
Paper)
24
深圳中冠纺织印染股份有限公司 2013 年度报告全文
II.Query form media
□ Applicable√ Not applicable
In the reporting year, the Company had no query from media
III. Bankruptcy or Reorganization Related Events
N/A.
IV. Assets Transactions
1. Sales of Assets
Pr
op
ort
ion
of
the
net
Net
pr
profit
ofi
contribu
t
ted to Connect
co
the ivity
ntr
compan Relation Has all
ibu Has all
y from Is it a s with the
ted the
Other Transact the Pricing related the ownersh
by credit
party of ion beginni Gain/loss principl transacti other ip of the Disclos
Assets Date of the /debt Disclos
the price ng of arising from e for the on Is it a party assets ure
sold sale ass involve ure date
transacti (RMB‘0 the sales asset related (applica involve index
et d been
on 000） reportin sold transacti ble to d been
for transferr
g year on the transferr
the ed
to the related ed
co
date of transacti
mp
sales of on)
an
the asset
y
(RMB‘0
in
000)
the
tot
al
pr
ofi
t
(%
25
深圳中冠纺织印染股份有限公司 2013 年度报告全文
)
Room
1801-18
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China
ang related ww.cnin
Real
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No.889. Decemb controll Decemb cn/final
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ye 2013 increased ent 2013
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ent Co.,
and Part 854.PD
Ltd.,
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Yingde
Jifeng
Dyeing
&
Weavin
g Co.,
Ltd.
V. Implementation of the Company‘s Equity Incentive plan and its influences
N/A.
26
深圳中冠纺织印染股份有限公司 2013 年度报告全文
VI. Material related transactions
1.Other material related transactions
The house property of Victor Onward Printing and Dyeing (Hong Kong) Co., Ltd., a wholly-owned subsidiary of the Company,
which is located at Room 1801-1804, Huachuang Center, 889 Chuang Sha Wan Road, Kowloon, Hong Kong, was sold to China Real
Estate (Hong Kong) Group Co., Ltd., a related party, in the form of agreed assignment and at the price of HKD 19.55 million
(equivalent to RMB 15.50 million) appraised by Loyalty Surveyors Co., Ltd., a Hong Kong appraisal agency, and Shenzhen Tianjian
Guozhonglian Assets Appraisal & Land and Real Estate Valuation Co., Ltd.
Refer to Announcement that disclosed on Securities Times ,Hong Kong Commercial Daily and www.cninfo.com.
cn respectively on November 6, 2013 (Announcement No. 0650)
On December 6, 2013, Victor Onward Printing and Dyeing (Hong Kong) Co., Ltd. and China Real Estate (Hong Kong) Group
Co., Ltd. entered into purchase and sale contract and completed the transaction in the witness of the laywers of both parties. The
payment for the house property has been fully received.
Refer to Announcement that disclosed on Securities Times ,Hong Kong Commercial Daily and www.cninfo.com.
cn respectively on December 31, 2013 (Announcement No. 0651)
The purchase and sale contract has been registered and filed with Hong Kong Government Land Registry and the real estate
transaction has been fully completed.
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
Related Transaction Announcement of
Shenzhen Victor Onward Textile Industrial October 11, 2013 (http//www.cninfo.com.cn)
Co., Ltd.
Announcement on the progress of the real December 31, 2013 (http//www.cninfo.com.cn)
estate transaction February 14, 2014 (http//www.cninfo.com.cn)
VII. Important contracts and implementation
1..Other related transaction
On December 6, 2013, Victor Onward Printing and Dyeing (Hong Kong) Co., Ltd. and China Real Estate (Hong
Kong) Group Co., Ltd. entered into purchase and completed the sale contract in the witness of the laywers of both
parties. This transaction involved amount of HKD 19.55 million (equivalent to RMB 15.61 million). The payment
for the property has been fully received. The contract has been recorded in Hong Kong Land Registry registration,
thus the real estate transactions have been completed.
27
深圳中冠纺织印染股份有限公司 2013 年度报告全文
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.
Commitment Time of making Period of
Commitment Contents Fulfillment
maker commitment commitment
Committed
when the
restricted-for-sal
e shares from
the shares
restructuring
were listed for
circulation in the
market: i. 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%
Union Holdings Under
Commitment on share reform within 6 months June 3, 2009 In effect
Co., Ltd Fulfillment
after the first
decrease, they
will disclose an
announcement
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-sa
le Original
Shares of Listed
Companies‖ and
28
深圳中冠纺织印染股份有限公司 2013 年度报告全文
the provisions of
the relevant
business
principles of
Shenzhen Stock
Exchange.
Commitment in the acquisition report or
Not applicable
the report on equity changes
Commitments made in Material assets
Not applicable
Reorganization
Commitments made in issuing Not applicable
Other commitments offered to
the company‘s minority Not applicable
shareholders
Whether the commitments
Yes
fulfilled in a timely manner
The specific reason for the
unfinished commitments and Not applicable
the next step（If any）
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 result Actual result in failure to
Profit-predicte Predicted
Predicted Predicted in the reporting the reporting realize the Predicted
d assets or disclosure
staring time ending time period(RMB period (RMB predicted disclosure date
name of project index
0000) 0000) result(if
applicable)
IX. Engagement/Disengagement of CPAs
CPAs currently engaged
Name of the domestic CPAs Da Hua Certified Public Accountants(Special General Partnership)
Remuneration for domestic accounting firm
30
(RMB‘0000)
Continuous life of auditing service for domestic
1
accounting firm
Name of domestic CPA Xu Haining, Yang Chunxiang
29
深圳中冠纺织印染股份有限公司 2013 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
In the report year, the Company engaged Da Hua Certified Public Accountants (special general partnership) as the auditing
body for internal control for 2013 and paid it remuneration of RMB 0.15 million.
X. Explanation of the Supervisory Committee and Independent Directors (If applicable)on the Qualified Auditor‘s
Report Issued by the CPAs.
Da Hua Certified Public Accountants(Special General Partnership) issued unqualified auditor's report with
highlighted paragraphs for the financial statements of the Company for 2013. 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 2013 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
Notes
□Applicable √Not applicable
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
1.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
2．1. Announcement of Shenzhen Victor Onward Textile Industrial Co., Ltd. on Assignment of Partial Equity of A Joint Venture
Named Zhejiang Union Hangzhou Bay Ventures Co., Ltd. by A Wholly-owned Subsidiary Named Victor Onward Printing and
Dyeing (Hong Kong) Co., Ltd and relevant announcements disclosed on Securities Times, Hong Kong Commercial Daily and
30
深圳中冠纺织印染股份有限公司 2013 年度报告全文
www.cninfo.com.cn on June 18, 2013 (Announcement No. 0639).
3. Related Transaction Announcement of Shenzhen Victor Onward Textile Industrial Co., Ltd.
Refer to Announcement that disclosed on Securities Times ,Hong Kong Commercial Daily and www.cninfo.com.
cn respectively on October 11, 2013. (Announcement No. 0644)
4.Announcement of resolutions of the 10th Meeting of the Sixth board of Directors of Shenzhen Victor Onward Textile
Industrial Co., Ltd.
Refer to Announcement that disclosed on Securities Times ,Hong Kong Commercial Daily and www.cninfo.com.
cn respectively on October 11, 2013. (Announcement No. 0645)
5. The Company entered into transaction contract with Wuxi Guokang Printing and Dyeing Machinery Plant, Guangzhou Yongjunye
Investment Co., Ltd. and Yingde Jifeng Dyeing and Weaving Co., Ltd. in respect of disposal of fixed assets (machinery and
equipment) and parts. The said asset sale was voted through at the seventh meeting of the sixth board of directors of the Company.
Refer to Announcement that disclosed on Securities Times ,Hong Kong Commercial Daily and www.cninfo.com.
cn respectively on June 4, 2013. (Announcement No. 0634), At the end of the report year, relevant transaction was
completed. RMB 6.75 million was collected in total and net profit of RMB 1.90 million from the disposal was made.
6. During the reporting period, the company has not the relevant issues of promises required in ―Guideline No. 4
on Supervision and Administration of Listed Companies – The Commitment and Performance of The Listed
Company and its Actual Controller, Shareholders, Affiliated Party and Offeror‖ or overdue unfulfilled
commitments.
XIV. Significant events of subsidiaries
The house property of Victor Onward Printing and Dyeing (Hong Kong) Co., Ltd., a wholly-owned subsidiary of the Company,
which is located at Room 1801-1804, Huachuang Center, 889 Chuang Sha Wan Road, Kowloon, Hong Kong, was sold to China Real
Estate (Hong Kong) Group Co., Ltd., a related party, in the form of agreed assignment and at the price of HKD 19.55 million
(equivalent to RMB 15.50 million) appraised by Loyalty Surveyors Co., Ltd., a Hong Kong appraisal agency, and Shenzhen Tianjian
Guozhonglian Assets Appraisal & Land and Real Estate Valuation Co., Ltd.
（Refer to Announcement that disclosed on Securities Times ,Hong Kong Commercial Daily and www.cninfo.co
m.cn respectively on November 6, 2013, October 31, 2013 and Fubruary 14, 2014. (Announcement No.
2013-0650,2013-0651and 2013-0654)
XV.Issuing of Company Bonds
N/A.
31
深圳中冠纺织印染股份有限公司 2013 年度报告全文
VI. Change of share capital and shareholding of Principal Shareholders
(I).Changes in share capital
Unit:Shares
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
0 0% 0 0 0 0 0 0 0%
person 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
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
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 overseas
0 0% 0 0 0 0 0 0 0%
market
4.Other 0 0% 0 0 0 0 0 0 0%
III. Total of capital shares 169,142,3 100% 0 0 0 0 0 169,142,3 100%
32
深圳中冠纺织印染股份有限公司 2013 年度报告全文
56 56
Reasons for share changed
□Applicable√Not applicable
Approval of Change of Shares
□Applicable√Not applicable
Ownership transfer of share changes
□Applicable√Not applicable
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common
shareholders of Company in latest year and period
□Applicable√Not applicable
Other information necessary to disclose for the company or need to disclosed under requirement from security regulators
√Applicable□Not applicable
II. Issuing and listing
1.. Change of asset and liability structure caused by change of total capital shares and structure
N/A.
2. 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 at the end of the 5th day from
Total shareholder at period-end 9,164 9,088
the date of disclosing the annual report
Particular about shares held by top ten shareholders
Quantity Increase/d Number Number of Pledging or freezing
Share at the end ecrease in of the the
Shareholder Properties of
proportion of the the restricted Non-restri Status of the
name shareholder Quantity
% reporting reporting shares cted shares shares
period period held held
Union Holdings Domestic Non- 25.51% 43,141,03 0 0 43,141,03
33
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Co., Ltd. State-owned legal 2 2
person
STYLE-SUCCES Foreign legal 24,466,02 24,466,02
14.46% 0 0
S LIMITED person 9 9
Rich Crown
Foreign legal
Investment Co., 3.62% 6,114,556 0 0 6,114,556
person
Ltd.
Union Domestic Non-
Development State-owned legal 3.36% 5,681,089 -140,000 0 5,681,089
Group Co., Ltd. person
Liuzhou Jiali Domestic Non-
Real estate legal person
2.54% 4,300,000 +80,000 0 4,300,000
Development State-owned legal
Co., ltd. person
Shenzhen Textile
State-owned -5,488,80
(Group)Holdings 2.21% 3,744,594 0 3,744,594
Legal person 0
Ltd
Domestic Natural
Zeng Ying 1.21% 2,049,600 +10,000 0 2,049,600
person
Liuzhou
Domestic Non-
Ruiheng
State-owned legal 1.01% 1,700,000 -10,000 0 1,700,000
Mechatronics
person
Co., Ltd.
Shing Ying Foreign Natural
0.54% 909,962 -625,000 0 909,962
Chieh person
Domestic Natural
Nie Zongdao 0.51% 854,350 0 854,350
person
Strategy investors or general
legal person becomes top 10
shareholders due to rights N/A
issued (if applicable)See Notes
3）
Explanation on associated The controlling shareholder of the above-mentioned largest shareholder Shenzhen Union
relationship among the aforesaid Holdings Ltd.and third shareholder Rich Crown Investment Co., Ltd.. Is Union Development
shareholders 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 Share type Quantity
RMB Common
Union Holdings Co., Ltd. 43,141,032 43,141,032
shares
34
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Foreign shares
placed in
STYLE-SUCCESS LIMITED 24,466,029 24,466,029
domestic
exchange
Foreign shares
Rich Crown Investment Co., placed in
6,114,556 6,114,556
Ltd. domestic
exchange
Union Development Group RMB Common
5,681,089 5,681,089
Co., Ltd. shares
Liuzhou Jiali Real estate RMB Common
4,300,000 4,300,000
Development Co., ltd. shares
Shenzhen Textile RMB Common
3,744,594 3,744,594
(Group)Holdings Ltd shares
Foreign shares
placed in
Zeng Ying 2,049,600 2,049,600
domestic
exchange
Liuzhou Ruiheng RMB Common
1,700,000 1,700,000
Mechatronics Co., Ltd. shares
Foreign shares
placed in
Shing Ying Chieh 909,962 909,962
domestic
exchange
RMB Common
Nie Zongdao 854,350 854,350
shares
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)(See Notes 4)
Did any shareholder of the Company carry out an agreed buy-back in the reorting period?
□ Yes √ No
35
深圳中冠纺织印染股份有限公司 2013 年度报告全文
2．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
charge
Production of and
dealing in various
fabrics, garments
chemical fibers and
textile equipment,
domestic commerce,
material supply and
marketing
(excluding
monopolized
commodities),
management of
self-owned
properties,
processing with
imported materials
Shenzhen Union Septembe
Dong RMB 1123.8877 and designs, internal
Holdings Co., Ltd. r11, 19247150-0
Binggen million introduction and
1989
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 September 2013, the total assets and net profit of Union Holdings Co.,
financial position, cash Ltd. were RMB 4309.12 million and RMB 63.25 million respectively. The company
36
深圳中冠纺织印染股份有限公司 2013 年度报告全文
flow and future will develop 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
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
Union Development Dong August
19033795-7 RMB 90.61million engineering
Group Co., Ltd. Binggen 23, 1983
equipment and
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
37
深圳中冠纺织印染股份有限公司 2013 年度报告全文
lease services and
sales of automobiles
(including cars).
At the end of 2012, the total assets, shareholders' equity, Shareholders‘ equity attributable to
Operating results,
shareholders of the parent company and net profit of Union Developing Group Co., Ltd. were
financial position, cash
RMB7907.77 million, RMB 3384.88 million,1476.29 million and RMB 70.79 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
Particulars about the actual controller of the Company
Union Group Co., Ltd. holds 31.32% equity capital of China Union Holding Ltd. and has controlling
relationship with China Union Holding Ltd. which is the controlling shareholder of the company. Thus, Hualian
Development Group Co., Ltd. is the actual controller of the company. At present, the Company only has the
largest shareholder but no actual controller. Regarding actual controller, Union Group makes the following
statement:
(1) Brief introduction of Union Group
Union Group was jointly sponsored and established by 21 corporate shareholders including Ministry of Textile
Industry and textile departments or bureaus of 18 provinces or cities in August 1983. Registered capital：RMB
90.61 million By taking the policy advantages of Shenzhen Special Zone, Union Group, as a model enterprise in
Chinese textile industry, is specially engaged in investment and operation in textile industry and import and export
of Textile products, which is directly under Ministry of Textile Industry.
Throughout the years, due to constant reform of economic management system and quick development of
socialist market economy, the Group has experienced management mechanism 's adjustment and equity structure
change for many times. In 1993 when the State Council carried out structural reform, Ministry of Textile Industry
was dissolved and China Textile Federation was established. The Group's relationship of subordination continued.
After China Textile Federation was dissolved in 1998, the Group was put under the supervision of Central
Enterprise Industrial Committee. In 2003, State-owned Assets Supervision and Administration Commission of the
State Council was established. In April 2005, The Group became one of the enterprises under its supervision.
State-owned Assets Supervision and Administration Commission of the State Council transferred 12.09%
state-owned equity of Union Group to OCT Group Company and authorized OCT Group Company to perform the
38
深圳中冠纺织印染股份有限公司 2013 年度报告全文
capital contributor's responsibilities on behalf of 12.09% state-owned equity. OCT Group Company became the
largest shareholder of Union Group.
Union Group has been engaged in textile and garment industry for long term. Due to fierce market
competition, state-owned capital has left or is leaving textile and garment industry. The provincial management
mechanism to which the Group's shareholders are subject has also undergone great change. From 2004, some
shareholders of the Group as promoters began to assign shares of Union Group in succession according to the
change of situation and their own conditions. Some private enterprises became the shareholders of Union Group.
By November 2005, Hangzhou Jinjiang Group Co., Ltd. acquired 20.89% equity of Union Group and became the
largest shareholder. OCT Group became the second largest shareholder.
(1) At present, Union Group has 16 corporate shareholders. The particulars are as follows:
Amount of capital Proportion of capital Remarks
No. Name of shareholder
contribution (RMB‘0000) contribution (%)
1 Hangzhou Jinjiang Group Co., Ltd. 1,892.8120 20.8896 Private
2 OCT Group 1,094.9500 12.0842 State-owned
3 Henan Fuxin Investment Co., Ltd. 984.2567 10.8600 Private
4 Changan International Trust Co., Ltd 926.0019 10.2196 State-owned
5 Shandong Textile Industrial Association 569.9196 6.2898 State-owned
6 Hebei National assets Holding Co., Ltd. 531.4800 5.8655 State-owned
7 Zhejiang Zhengcai Trade Co., Ltd 530.0000 5.8492 Private
8 Heilongjiang Textile Industry Association 500.0000 5.5181 State-owned
9 Sichuan Shulian Co., Ltd. 329.0240 3.6312 Private
10 Hubei Textile Industry Association 300.0000 3.3108 State-owned
Secretariat
11 Jiangsu Textile (Group) Co., Ltd. 288.6723 3.1859 State-owned
12 Liaoning Textile Industry Association 286.4400 3.1612 State-owned
13 Shenzhen Textile (Group)Holdings Ltd 260.0000 2.8694 State-owned
14 Xinjiang Uygur Autonomous Region 236.4600 2.6096 State-owned
Textile Industry Association
15 Beijing Textile Holdings Co., Ltd. 215.8400 2.3820 State-owned
16 China Textile Machinery (Group)Co., Ltd. 115.1435 1.2707 State-owned
Total 9061.00 100.00
39
深圳中冠纺织印染股份有限公司 2013 年度报告全文
As of the day of issuing this report, Union Group has 16 shareholders in total, which are all corporate
shareholders. 12 shareholders are state-owned enterprises or enterprises with government background, which
collectively hold 58.77% equity of Union Group. 4 shareholders are private enterprises, which collectively hold
41.23% equity of Union Group.
(2) Composition of board members of Union Group
According to the Articles of Association of Union Group, the directors shall be appointed by the corporate
shareholders that contribute capital of more than RMB 5 million (not including RMB 5 million) and be elected by
the shareholders' meeting. The board of directors shall be composed of 7 to 11 members. The current sixth board
of directors was elected in May 2012.. It has 7 members, including 5 members coming from corporate
shareholders, 1 member jointly recommended by shareholders and 1 independent director. The particulars are as
follows:
No Name of shareholder Directors appointed Remarks
1 Hangzhou Jinjiang Group Co., Ltd. 1 person/Dou Baibing
2
1 person /Wang
OCT Group
Xiaowen
3
Shandong Textile Industrial Association 1 person/Xia Zhilin
4
1 person /Zhuang
Hebei National assets Holding Co., Ltd.
Zhiming
5 Zhejiang Zhengcai Trade Co., Ltd 1 person/Zhang Sijie
6
Common
Dong Binggen
recommended
7
Independent
Long Xingping
Director
(3) Description of the actual controllers
Union Group has been a standardized limited liability company since its establishment. Despite
decentralized equity and large number of shareholders, the department in charge of industry and state asset
management department has been incontrovertible direct administrator because they were all state-owned
shareholders and engaged in the same industry before 2004. Private capital has entered since 2004 and its
proportion has been unceasingly enlarged. The largest shareholder turned from national administrative
department into a state-owned enterprise, which was then replaced by a private enterprise. The actual controller
40
深圳中冠纺织印染股份有限公司 2013 年度报告全文
of Union Group gradually changed. The concrete process of change is as follows:
(1) After the establishment of Union Group and before State-owned Assets Commission under the State
Council transferred 12.09% equity held by it to OCT Group, the relationship of subordination of Union Group
was definite. State administrative agencies (Ministry of Textile Industry, China Textile Federation, industrial
commission of national enterprise and State-owned Assets Commission under the State Council) exercised
management rights. Relevant national departments were responsible for the establishment of board of directors,
appointment of management, audit and supervision.
(2) From April 2005, OCT Group became the largest shareholder of Union Group. The management methods
adopted when State-owned Assets Commission under the State Council conducted supervision were still
adopted in some aspects. For examples, Union Group regularly submitted financial data to state assets
management department and accepted the economy audit by the supervisory committee under the State Council.
The financial statements of OCT Group consolidated those of Union Group. However, changes started in some
aspects. The establishment of board of directors and the appointment of management were carried out
completely according to the Articles of Association of Union Group. The shareholders' general meeting and the
board of directors independently exercised the powers assigned by laws and regulations. The reelection of board
of directors and the appointment of management were no longer reported to relevant department for examination
and approval.
(3) In 2005, Hangzhou Jinjiang Group held 20.89% equity of Union Group through acquisition and became the
largest shareholder of Union Group by replacing OCT Group. Hangzhou Jinjiang Group and OCT Group
respectively appointed one of 8 members of the fifth board of directors reelected in that year.
(4) In 2007, Union Group did not submit various financial data to OCT Group and state-owned regulatory
authority. The statements of OCT Group did not consolidate those of Union Group. State assets supervision
organ did not conduct regular economy audit of Union Group either.
(5) Though private enterprise Hangzhou Jinjiang Group is the largest shareholder, only one of 1 member of
the board of directors comes from it and it has no substantial influence on important decisions of Union Group.
Meanwhile, Hangzhou Jinjiang Group neither participated in the daily management and operation of Union
Group, nor required submission of daily financial statements, nor consolidated financial statements nor sent
personnel to conduct economy audit
(6) From the fifth board of directors, Dong Binggen was jointly recommended by all shareholders to enter the
board of directors and was elected as board chairman. He does not represent any shareholder. Instead, he is
responsible for all shareholders.
41
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Based on the above facts, Union Group holds the opinion that Union Group, as a limited liability company
with a history of 31 years, has formed a standardized mode of operation according to law and business
management during change of equity and its corporate governance structure has been increasingly stable and
mature. The shareholders' meeting is the highest power organ of the Company. The board of directors is
responsible to the shareholders' meeting and exercises the right to make decisions on important matters of Union
Group according to the articles of association. The management is responsible for daily operation management
of Union Group. At present, Union Group does not have administrative department or unit in charge. The largest
shareholder only holds 20.89% equity of Union Group. No shareholder has absolute control over or absolute
influence on the shareholders' meeting and board of directors of Union Group and is daily operation. The mutual
restriction between shareholders of Group is quite apparent. Therefore, Union Group only has the largest
shareholder and does not have actual controller at present.
The particulars of the shareholders holding more than 10% of total shares on the level of final control
√Yes □ No
Corporate shareholders:
Name of
shareholder Legal Date of
Organizatio Registered
on the level representati incorporatio Main business
n code Capital
of final ve/Leader n
control
14375868-7 99000 Licensed business: Coal wholesale. General
business: wholesale and retail of paper, paper
products and raw materials, general
merchandises, electrical wires and cables,
communication equipment, building
Hangzhou materials, decorative materials, hardware and
Jinjiang Dou March 17, electrical appliances, electronic products,
Group Co., Zhenggang 1993 chemical products and raw materials (except
Ltd. chemical hazardous articles and poisonous
chemicals), metal material and plastic
products; export and import business, all
lawful businesses not subject to examination
and approval, including the business scope of
branches.
190346175 630000 Key business: Export of textile products and
OCT Group Ren Kelei June 6, 1986
light industrial products and business of
commodities and mechanical equipment of
the first category for self use in the special
42
深圳中冠纺织印染股份有限公司 2013 年度报告全文
zone approved by competent department of
special zone, import of industrial products
(subject to (92) Wai Jing Mao Guan Ti Shen
Zheng Zi No. A19024 Document issued by
Economic and Trade Ministry), compensation
trade, investment in industries, tourism, real
estate, commerce and trade, finance and
insurance, packaging, decoration and printing
industries, domestic sales of commodities
produced for export and imported
commodities, tourism, warehouse lease,
culture and art business, donation, bonded
warehouse for automobiles, convention and
exhibition services (the businesses subject to
permit can be operated only after the
obtainment of relevant permits) and sales of
automobiles (including cars).
Henan 56984136-5 1100 Investment in industries
Fuxin
Yan Sanyin March 4, 2011
Investmen
t Co., Ltd.
22060745-3 125888 Fund trust, personal estate trust, real estate
trust, securities trust, trust of other properties
or property rights, doing investment fund
businesses as a sponsor of investment funds
or fund management companies,
reorganization, takeover and merger of
enterprise assets, project financing, money
management for enterprises, financial
Changan consultation, securities underwriting
Internation Gao December approved by relevant department of the State
al Trust Chengcheng 28,1999 Council, intermediary services, consultation
Co., Ltd. and credit inquiry, trusted safekeeping and
safety-deposit box business, application of
inherent properties by means of deposit with
banks, due from banks, loan, lease and
investment, providing guarantee to others
with inherent properties, and other businesses
stipulated in laws and regulations or
approved by China Banking Industry
Regulatory Commission.
Operating 1.As of December 31, 2013, the total assets and net assets of Hangzhou Jinjiang Group Co., Ltd. were
results, respectively RMB 40.439 billion and RMB 14.92 billion. Its operating income and net profit for 2013
43
深圳中冠纺织印染股份有限公司 2013 年度报告全文
financial were respectively RMB 24.988 billion million and RMB 0.591 billion.
position, 2. . As of December 31, 2013, the total assets and net assets of OCT Group . were respectively RMB
cash flow 104.5 billion and RMB 33 billion. Its operating income and net profit for 2013 were respectively
and future RMB48.2 billion and RMB 4.8 billion.
developmen 3. As of December 31, 2013, the total assets and net assets of Henan Fuxin Investment Co., Ltd. were
t strategy respectively RMB 42.50 million and RMB 11.93 million. Its operating income and net profit for 2013
were respectively RMB 0 million and RMB 0.53 million.
4.. As of December 31, 2013, the total assets and net assets of Changan International Trust Co., Ltd.
were respectively RMB 4.003 billion and RMB 3.095 billion. Its operating income and net profit for
2013 were respectively RMB 2.329 billion million and RMB 0.944 billion.
The above-mentioned shareholders on the level of control have no control relationship with the
Company and its actual controller Union Group. There is a difference between their business
operations and strategic positioning. There is no substantial influence on the development of the
Company.
The equity
of other
domestic
and
foreign
listed
companies
controlled
Not applicable
by the
shareholde
rs on the
level of
final
control in
the report
period
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.
44
深圳中冠纺织印染股份有限公司 2013 年度报告全文
31.32% 99.99%
3.36%
Union Holdings Co., Ltd. Rich Crown Investment Co.,
Ltd.
25.51% 3.62%
Shenzhen Victor Onward Textile Industrial Co., Ltd.
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
Date of initial
Name of the Quantity of the Proportion of the Quantity of Proportion of the the end of
disclosure of the
shareholder/conce shares to be shares to be shares actually shares actually implementation
shares to be
rted actor acquired acquired (%) acquired acquired (%) of the share
acquired
acquisition plan
N/A
Notice to other conditions
N/A
45
深圳中冠纺织印染股份有限公司 2013 年度报告全文
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)
Hu Board October October
In office Male 51 0 0 0 0
Yongfeng chairman 18,2011 18, 2014
Vice Board October October
Ding Yue In office Male 55 0 0 0 0
chairman 18,2011 18, 2014
Vice Board October October
Shu Yibo In office Female 41 0 0 0 0
chairman 18,2011 18, 2014
October October
Zhang Mei Director In office Female 38 0 0 0 0
18,2011 18, 2014
Feng October October
Director In office Male 51 0 0 0 0
Junbin 18,2011 18, 2014
Zhang October October
Director In office Male 51 0 0 0 0
Jinliang 18,2011 18, 2014
Independe October October
Jin Ligang In office Male 54 0 0 0 0
nt director 18,2011 18, 2014
Shen Independe October October
In office Male 56 0 0 0 0
Songqin nt director 18,2011 18, 2014
Chen Independe August 31, October
In office Female 61 0 0 0 0
Jinmei nt director 2012 18,2014
Chairman
of the
Dong October October
supervisor In office Male 64 0 0 0 0
Binggen 18,2011 18, 2014
y
committee
Huang October October
Supervisor In office Female 56 0 0 0 0
Xiaoping 18,2011 18, 2014
Pan October October
Supervisor In office Male 62 0 0 0 0
Weichao 18,2011 18, 2014
Zhang Deputy In office Male 51 October October 0 0 0 0
46
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Jinliang general 18,2011 18, 2014
Manager,
Board
secretary
Ren Manager
October October
Changzhe of Finance In office Male 38 0 0 0 0
18,2011 18, 2014
ng Dept
Total -- -- -- -- -- -- 0 0 0 0
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 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 since July 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 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 2008.
Zhang Jinliang, male, was born in May 1962, Senior Accountant, a senior accountant with bachelor degree, was
47
深圳中冠纺织印染股份有限公司 2013 年度报告全文
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 2011.
Independent directors:
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 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 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 2012.
Ms. Chen Jinmei is appointed as an independent director of the company and resigned from the Board of
Directors for her personal reasons on January 21, 2014. Her resignation application will be effective after a new
independent director elected by the shareholders‘ meeting of the company replaces her. During this transitional
phase, Ms. Chen will continue to assume responsibility as an independent director.
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
48
深圳中冠纺织印染股份有限公司 2013 年度报告全文
now.
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
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 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 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
Union Holdings Co., Ltd. June 21, 2013 June 20, 2016 No
Binggen chairman
Vice May 28,
Ding Yue Union Development Group Co., Ltd. May 17, 2015 Yes
President 2012
Convener
Ding Yue Union Holdings Co., Ltd. of the June 21, 2013 June 20, 2016 No
Supervisor
49
深圳中冠纺织印染股份有限公司 2013 年度报告全文
y
Committee
Vice
Hu Yongfeng Union Development Group Co., Ltd. May 18, 2012 May 17, 2015 Yes
President
Vice Board
Hu Yongfeng Union Holdings Co., Ltd. June 21, 2013 June 20, 2016 No
chairman
Secretary
of Party
Huang committee, October 1,
Union Development Group Co., Ltd. Yes
Xiaoping secretary of 2008
discipline
committee
Huang
Union Holdings Co., Ltd. Director June 21, 2013 June 20, 2016 No
Xiaoping
Manager of
February 1,
Zhang Mei Union Development Group Co., Ltd. Finance Yes
2011
Dept.
Zhang Mei Union Holdings Co., Ltd. Director June 21, 2013 June 20, 2016 No
Deputy
Shenzhen Textile(Holding) Co., August 17,
Feng Junbin general August 16, 2016 Yes
Ltd. 2013
manager
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., Board
Shu Yibo July 1, 2002 Yes
Ltd chairman
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 ,
50
深圳中冠纺织印染股份有限公司 2013 年度报告全文
supervisors and senior executives
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 51 In Office 38 38
neral
Manager
Vice Board
Ding Yue Male 55 In Office 0
chairman
Vice Board
Shu Yibo Female 41 In Office 0
chairman
Zhang Mei Director Female 38 In Office 0
Feng Junbin Director Male 51 In Office 0
Zhang Director ，
Male 51 In Office 0
Jinliang Deputy GM
Independent
Jin Ligang Male 54 In Office 5 5
director
Independent
She Songqin Male 56 In Office 5 5
director
Independent
Chen Jinmei Female 61 In Office 5 5
director
Chairman of
Dong the
Male 64 In Office 0
Binggang supervisory
committee
Huang Supervisor Female 56 In Office 0
51
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Xiaoping
Pan Weichao Supervisor Male 62 In Office 9 9
Zhang Board
Male 51 In Office 23 23
Jinliang secretary
Ren Manager of
Male 38 In Office 15 15
Changzheng Finance Dept
Total -- -- -- -- 100 0 100
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
Ms. Chen Jinmei resigned from the Board of Directors for
her personal reasons，Her resignation application will be
Independent
Chen Jinmei Dimission January 21, 2014 effective after a new independent director elected by the
director
shareholders’ meeting of the company replaces her.
During this transitional phase.
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.
Classified Divided by function Number of persons Proportion
Classified according ty Financial 5 16%
professions
Administrative 4 13%
Logistics 22 71%
Total 31 100%
Classified according by Postgraduate or above 1 3%
education background Universities 3 10%
Colleges 3 10%
Mid-school or below 24 77%
Total 31 100%
As of December 31, 2013, The Company should bear expenses for 1 retired employees.
52
深圳中冠纺织印染股份有限公司 2013 年度报告全文
（1） The figure of professional composition
（1） The figure of education background of the professional composition
53
深圳中冠纺织印染股份有限公司 2013 年度报告全文
VIII. Administrative structure
I. General situation
The company‘s governance meets the requirements of regular documents on the governance of the listed
companies issued by China Securities Regulatory Commission.
During the reporting period, The company has strictly abided by the relevant laws, rules and regulations requested
on ―Corporate Law‖, ―Securities Law‖, ―Listing Rules of Shenzhen Stock Exchange‖ and
―Governance Rules of Listed Companies‖ and by China Securities Regulatory Commission, established and
perfected the internal control management system, and constantly made the deep improvement of the corporate
governance activities to further standardize the company operations and improve the management level. The
company‘s governance meets the basic requirements of regular documents on the governance of the listed
companies issued by China Securities Regulatory Commission.
(1).. Shareholders and shareholders' general meeting: The Company convened and held
shareholders' general meeting strictly according to the requirements of Opinions on Standardization
of Shareholders' General Meeting of Listed Companies, formulated Rules of Procedure of
Shareholders' General Meeting, ensured all shareholders, especially medium and small shareholders,
enjoy equal position and can fully exercise their own rights.
(2).. Relationship between the controlling shareholder and the Company: The acts of the controlling
shareholder of the Company were standardized. It did not exceed the authority of the shareholders'
general meeting to directly or indirectly intervene with the decision-making and operating activities
of the Company. The Company is independent from its controlling shareholder in respect of
personnel, assets, finance, organ and business. The board of directors, the supervisory committee
and internal organ of the Company are able to operate independently.
3. The Directors and The Board of Directors: the Board of Directors includes four special committees, such as
Audit Committee, Nomination Committee, Strategy Committee and Remuneration and Appraisal Committee,
which has provided a favorable support to the company for the decision-making related issues. Each special
committee has operated according to their work responsibilities and procedure rules, made research and
examination for the relative business and major issues of the company, and expressed the professional opinions in
the Board of Directors to offer support and advice for the scientific decision-making of the Board and ensure the
Board‘s work more scientific and efficient. Also, the organization of the Board of Directors is in line with the
requirement of laws and regulations, and the independent directors play an important role in the corporate
decision-making. So, the company attaches importance to the function of the independent directors. In the
company‘s management, the independent directors make careful review and express the independent views for the
financial audit, the affiliated transactions and other issues.
(4).Supervisors and the supervisory committee: The number and composition of the Supervisory
Committee of the Company complied with the requirements of laws and regulations. The
Supervisory Committee of the Company formulated the Rules of Procedure of the Supervisory
54
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Committee. The supervisors of the Company were able to perform their duties seriously, take the
attitude of being responsible for all shareholders and supervise the legality and regulation
conformity of the Company's finance and the duty performance of the directors, managers and other
senior executives of the Company.
5. The Company and The Affiliated Party: the affiliated transactions between the company and the affiliated party
are strictly managed and the audit of the affiliated transactions is performed in accordance with the relevant
procedures. Also, the affiliated transactions are in compliance with the laws and regulations, and there not exist
the issues that the major shareholders make use of the affiliated transactions to occupy the funds of the listed
company.
(6)Information disclosure and transparency: The Company designated the secretary to the board of
directors to be responsible for information disclosure, Regulations on Management of Information
Disclosure,Regulations on Management of External Information Users and reception of shareholder
and consultation. In the report period, the Company was able to truly, accurately, completely and
timely disclose relevant information according to the provisions of laws, regulations and the
Articles of Association of the Company. The Company will continue to operate in a standardized
way strictly according to the requirements of relevant laws and regulations including the Company
Law, further perfect company administration structure and establish and improve various
regulations in light of the gap with the requirements of Standards of Administration of Listed
Companies, ensure the maximization of shareholders' interests and safeguard the lawful rights and
interests of all shareholders.
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.
Implementation of the Campaign of Corporate Governance and Preparation and Implementation of the
Registration Management System for insiders
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.
55
深圳中冠纺织印染股份有限公司 2013 年度报告全文
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
2012;
(2) The Work
Announcement
Report of the
No. 2013-0640)
supervisory
Securities Times ,
Committee for
Hong Kong
2012 Shareholders‘ 2012; （3）、
June 26, 2013 Adoption June 27, 2013 Commercial
general meeting Annual Report
Daily and
for 2012 and its
www.cninfo.com.
summary; (4) The
cn on June 27,
Preplan for Profit
2013.
Distribution for
2012;(5) The
Proposal for
Retaining Certified
Public Accountants
in 2013.
2.Provisional Shareholders‘ Meetings
Description of
Sessions Meeting Date Resolution Disclosure date Disclosure index
proposals
Announcement
No. 2013-0650)
Securities Times ,
The first provisional
Hong Kong
shareholders‘ Proposal on real
November 5, 2013 Adoption November 6, 2013 Commercial
General meeting in estate for sale
Daily and
2013
www.cninfo.com.
cn on November
6, 2013.
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
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
Chen Jinmei 6 1 5 0 0 No
Jin Ligang 6 1 5 0 0 No
Shen Songqin 6 1 5 0 0 No
Number of general meetings
attended by independent directors 2
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
57
深圳中冠纺织印染股份有限公司 2013 年度报告全文
reference by the board of directors for decision making.
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 2013:
1. On November 18, 2013, the Audit Committee and the management of the company and the certified
accountants for annual audit (CPAs) of Dahua Accounting Office Ltd. (special general partner) held the first
meeting on the audit work of the year 2013 annual financial report. The members of the Audit Committee and the
management of the company made the detailed introduction of the basic situation of the company to the CPAs.
2. On January 3, 2014, the Audit Committee of the company examined the audit work plans of the year 2013
annual financial report, heard the audit schedule and progress made by the accountants for annual audit, and
agreed to the audit work of the 2013 annual financial report proposed by Accounting Office.
3. On January 9, 2013, the Audit Committee under the Board of Directors reviewed the year 2013 annual financial
accounting statements offered by the company, and made the following comments: the year 2013 annual financial
accounting statements basically reflected the assets condition and operation performance, the Audit Committee
agreed to conduct the audit work of annual financial report on this basis, and advised the Finance Department to
actively cooperate and coordinate this audit work, in order to strengthen communication and contact and timely
reflect some issues in the process of audit and the advancement of audit work to the Audit Committee.
4. On January 27, 2014, the Audit Committee under the Board of Directors and the certificated accountants of
annual audit held a conference call. CPAs described the audit conditions on the phone, and the members of the
Audit Committee believed that the views of CPAs on all major matters were basically reflect the company‘s
financial condition on December 31, 2013 and the business performance and cash flows of the year 2013 truly and
fairly. So, they didn‘t make objection to the preliminary results of the certificated accountants of annual audit.
5. On February 26, 2014, the Audit Committee under the Board of Directors examined the
company‘s 2013 annual audit report issued by Dahua Accounting Office Ltd. (special general
partner), and the Audit Committee agreed to the audit results on the year 2013 annual accounting
statements by Dahua Accounting Office Ltd. (special general partner) and agreed to submit the
financial audit report to the Board of Directors to examine. For the summary report of the year 2013
annual audit work issued by Dahua Accounting Office Ltd. (special general partner), the Audit
Committee believed that Dahua Accounting Office Ltd. (special general partner) has strictly
followed the provisions of auditing regulations and standards to develop and complete the
company‘s 2013 annual audit work with the sufficient auditing time, high professional quality and
strong performance ability and sense of risk, the issued audit report fully reflected the company‘s
financial condition, business performance and cash flows of the year 2013, and its audit conclusion
truly reflected the actual situation of the company.
The Duty Performance of the Remuneration Committee under the Board of Directors of the Company: the
Remuneration Committee under the Board of Directors has reviewed the remuneration of the directors, the
supervisors and the senior management members of the company which was disclosed in 2013 according to the
provisions of the ―Detailed Work Rules of the Remuneration and Appraisal Committee under the Board of
Directors‖, and believed that the remuneration of the directors, the supervisors and the senior management
members disclosed in year 2013 annual report of the company has been strictly implemented as per the relevant
provisions.
V. Work of the supervisory Committee
Did the supervisory Committee find any risk existing in performing the supervision activities in the reporting
58
深圳中冠纺织印染股份有限公司 2013 年度报告全文
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.
59
深圳中冠纺织印染股份有限公司 2013 年度报告全文
IX. Internal Control
I. Internal control Construction
The company has abided by the requirements of regular documents such as ―Corporate Law‖ and ―Internal
Control Guideline in Listed Companies‖, established and improved the corporate governance structure, perfected
the internal control system, and met all the provisions of the relevant rules and regulations. Also, the company has
strictly implemented the relevant systems on the internal control, promoted the normative operations and healthy
development of the company, protected the legitimate rights and interests of investors, guaranteed the company‘s
assets security and accelerated the stable, healthy and sustainable development for the company. For the details
about the self-evaluation of internal control of the company during the reporting period, please see the ―Annual
Self-evaluation Report of Internal Control in 2013‖.
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
No significant defect of internal control was found in the reporting period
Date of disclosing the internal
control self-assessment report, February 28, 2014
full text
60
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Index of disclosing the
internal control
Refer to Announcement that disclosed on www.cninfo.com.cn on February 28, 2014.
self-assessment report, full
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, 2013.
Date of disclosing the internal
Februar 28, 2014
control audit report, full text
Index of disclosing the
internal control audit report, Refer to Announcement that disclosed on www.cninfo.com.cn on February 28, 2014.
full text
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.
61
深圳中冠纺织印染股份有限公司 2013 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 February 26, 2014
Da Hua Certified Public Accountants(Special General
Name of audit firm
Partnership)
Document No. of the auditor‘s report Dahuashenzi[2014]No.001429
Name Xu Haining , Yang Chunxiang
Auditors‘ Report
Dahuashenzi[2014]No.001429
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, 2013, Consolidation and parent Company profit statement, Consolidation and parent Company cash
flow statement for the year 2013 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 obtain reasonable assurance as to
62
深圳中冠纺织印染股份有限公司 2013 年度报告全文
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 2013 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.
Da Hua Certified Public Accountants(Special General C.P.A：Xu Haining
Partnership)
Beijing China
C.P.A：Yang Chunxiang
February 26, 2014
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深圳中冠纺织印染股份有限公司 2013 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 63,502,910.00 52,227,262.00
Settlement provision
Outgoing call loan
Trading financial assets
Bill receivable 1,500,000.00 1,500,000.00
Account receivable 744,712.00
Prepayments 25,192.00 176,443.00
Insurance receivable
Reinsurance receivable
Provisions of Reinsurance
contracts receivable
Interest receivable 79,340.00 38,414.00
Dividend receivable
Other account receivable 311,279.00 260,005.00
Repurchasing of financial assets
Inventories 101,536.00
Non-current asset due in 1 year
Other current asset
Total of current assets 65,418,721.00 55,048,372.00
Non-current assets：
Loans and payment on other‘s
behalf disbursed
Disposable financial asset 582,942.00 751,542.00
Expired investment in possess
Long-term receivable
Long term share equity
66,931,685.00 65,784,312.00
investment
64
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Property investment 23,458,153.00 31,041,484.00
Fixed assets 7,191,205.00 12,416,459.00
Construction in progress
Engineering material
Fixed asset disposal
Production physical assets
Gas & petrol
Intangible assets 1,820,459.00 1,860,764.00
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 105,084,068.00 116,954,185.00
Total of assets 170,502,789.00 172,002,557.00
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 3,186,939.00 3,239,571.00
Advance payment 1,076,531.00 2,778,488.00
Selling of repurchased financial
assets
Fees and commissions receivable
Employees‘ wage payable 1,109,352.00 766,680.00
Tax payable 4,250,191.00 1,622,074.00
Interest payable
Dividend payable 1,215,946.00 1,215,946.00
Other account payable 22,663,345.00 32,227,317.00
Reinsurance fee payable
65
深圳中冠纺织印染股份有限公司 2013 年度报告全文
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 1,547,263.00
Total of current liability 35,049,567.00 43,397,339.00
Non-current liabilities：
Long-term loan 1,101,349.00 1,033,936.00
Bond payable
Long-term payable 8,230,694.00 8,488,953.00
Special payable
Expected liabilities
Differed income tax liability 702,735.00 766,660.00
Other non-current liabilities 836,792.00 836,792.00
Total of non-current liabilities 10,871,570.00 11,126,341.00
Total of liability 45,921,137.00 54,523,680.00
Owners‘ equity
Share capital 169,142,356.00 169,142,356.00
Capital reserves 39,645,048.00 39,790,784.00
Less：Shares in stock
Special reserves
Surplus reserves 26,704,791.00 26,704,791.00
Common risk provision
Undistributed profit -108,059,131.00 -116,273,941.00
Different of foreign currency
-1,112,992.00 -511,599.00
translation
Total of owner‘s equity belong to
126,320,072.00 118,852,391.00
the parent company
Minority shareholders‘ equity -1,738,420.00 -1,373,514.00
Total of owners‘ equity 124,581,652.00 117,478,877.00
Total of liabilities and owners‘
170,502,789.00 172,002,557.00
equity
Legal representative ：Hu Yongfengn
Person-in-charge of the accounting work：Zhang Jinliang
66
深圳中冠纺织印染股份有限公司 2013 年度报告全文
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 10,557,501.00 17,293,509.00
Trading financial assets
Bill receivable 1,500,000.00 1,500,000.00
Account receivable
Prepayments
Interest receivable
Dividend receivable
Other account receivable 80,967,376.00 72,818,786.00
Inventories 101,536.00
Non-current asset due in 1 year
Other current asset
Total of current assets 93,024,877.00 91,713,831.00
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 4,723,575.00 5,060,748.00
Fixed assets 4,384,712.00 9,145,661.00
Construction in progress
Engineering material
Fixed asset disposal
Production physical assets
Gas & petrol
Intangible assets 1,820,459.00 1,860,764.00
R & D petrol
67
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Goodwill
Long-germ expenses to be
amortized
Differed income tax asset
Other non-current asset
Total of non-current assets 47,717,699.00 52,856,126.00
Total of assets 140,742,576.00 144,569,957.00
Current liabilities
Short-term loans
Trade off financial liabilities
Bill payable
Account payable 113,344.00 113,344.00
Advance payment 302,540.00 2,002,540.00
Employees‘ wage payable 677,181.00 735,970.00
Tax payable 767,076.00 573,074.00
Interest payable
Dividend payable
Other account payable 1,158,902.00 884,092.00
Non-current liability due in 1 year
Other current liability 1,547,263.00 1,547,263.00
Total of current liability 4,566,306.00 5,856,283.00
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
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 9,583,236.00 10,873,213.00
Owners‘ equity
Share capital 169,142,356.00 169,142,356.00
Capital reserves 31,606,598.00 31,606,598.00
68
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Less：Shares in stock
Special reserves
Surplus reserves 26,309,287.00 26,309,287.00
Provision of general risk
Undistributed profit -91,500,667.00 -88,963,263.00
Different of foreign currency
-4,398,234.00 -4,398,234.00
translation
Total of owners‘ equity 131,159,340.00 133,696,744.00
Total of liabilities and owners‘
140,742,576.00 144,569,957.00
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 26,998,990.00 11,095,669.00
Incl：Business income 26,998,990.00 11,095,669.00
Interest income
Insurance fee earned
Fee and commission received
II. Total business cost 19,403,168.00 13,388,125.00
Incl：Business cost 9,461,003.00 5,413,356.00
Interest expense
Fee and commission paid
Insurance discharge payment
Net claim amount paid
Insurance policy dividend paid
Insurance policy dividend paid
Reinsurance expenses
69
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Business tax and surcharge 597,749.00 487,000.00
Sales expense 300,128.00 295,678.00
Administrative expense 8,073,279.00 7,567,920.00
Financial expenses 247,455.00 -444,174.00
Asset impairment loss 723,554.00 68,345.00
Add：Gains from change of fir
-25,480.00
value （―-‖for loss）
Investment gain（―-‖for loss） 849,782.00 2,582,153.00
Incl: investment gains from
849,782.00 2,576,108.00
affiliates
Gains from currency exchange
（―-‖for loss）
III. Operational profit（―-‖for loss 8,445,604.00 264,217.00
Add：Non-business income 1,923,105.00 29,498.00
Less：Non business expenses 134,222.00 582,915.00
Incl ： Loss from disposal of
32,666.00
non-current assets
IV.Total profit(―-‖for loss) 10,234,487.00 -289,200.00
Less：Income tax expenses 2,384,583.00 -41,869.00
V. Net profit（―-‖for net loss） 7,849,904.00 -247,331.00
Including: Net profit realized by
the entity taken over before the
takeover
Net profit attributable to the
8,214,810.00 -247,331.00
owners of parent company
Minority shareholders‘ equity -364,906.00
VI. Earnings per share： -- --
（I）Basic earnings per share 0.0486 -0.0015
(II)Diluted earnings per share 0.0486 -0.0015
VII. Other comprehensive income -747,129.00 52,626.00
VIII. Total comprehensive income 7,102,775.00 -194,705.00
Total comprehensive income
attributable to the owner of the 7,467,681.00 -194,705.00
parent company
Total comprehensive income
-364,906.00
attributable minority shareholders
70
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Legal representative ：Hu Yongfengn
Person-in-charge of the accounting work：Zhang Jinliang
Person-in -charge of the accounting organ：Ren Changzheng
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 3,067,093.00 2,834,664.00
Less：Business cost 1,619,224.00 1,585,723.00
Business tax and surcharge 205,239.00 143,998.00
Sales expense
Administrative expense 5,680,368.00 5,266,633.00
Financial expenses -80,168.00 -2,253,351.00
Asset impairment loss -21,157.00 61,132.00
Add：Gains from change of for
-25,480.00
value （―-‖for loss）
Investment gain（―-‖for loss） 6,045.00
Incl: investment gains from
affiliates
II. Operational profit（―-‖for loss） -4,336,413.00 -1,988,906.00
Add：Non-business income 1,907,472.00 5,174.00
Less：Non- business expenses 108,463.00 582,915.00
Incl：Loss from disposal of
non-current assets
III.Total profit(―-‖for loss) -2,537,404.00 -2,566,647.00
Less：Income tax expenses
IV. Net profit（―-‖for net loss） -2,537,404.00 -2,566,647.00
V. Earnings per share： -- --
（I）Basic earnings per share -0.015 -0.0152
(II)Diluted earnings per share 0.015 -0.0152
VI. Other comprehensive income -2,267.00
71
深圳中冠纺织印染股份有限公司 2013 年度报告全文
VII. Total comprehensive income -2,537,404.00 -2,568,914.00
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
11,387,046.00 9,739,794.00
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
asset disposal
Cash received as interest,
processing fee and commission
Net increase of inter-bank fund
received
Net increase of repurchasing
business
72
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Tax returned
Other cash received from business
1,063,191.00 3,758,324.00
operation
Sub-total of cash inflow 12,450,237.00 13,498,118.00
Cash paid for purchasing of
1,500,000.00 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
3,429,791.00 3,953,848.00
staffs
Taxes paid 2,044,981.00 2,149,524.00
Other cash paid for business
3,766,857.00 6,318,360.00
activities
Sub-total of cash outflow from
10,741,629.00 13,882,536.00
business activities
Cash flow generated by business
1,708,608.00 -384,418.00
operation, net
II.Cash flow generated by
investing
Cash received from investment
retrieving
Cash received as investment gains
Net cash retrieved from disposal
of fixed assets, intangible assets, 20,749,535.00 30,000.00
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
73
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Sub-total of cash inflow due to
20,749,535.00 30,000.00
investment activities
Cash paid for construction of
fixed assets, intangible assets and 36,411.00 690,127.00
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
36,411.00 690,127.00
investment activities
Net cash flow generated by
20,713,124.00 -660,127.00
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 10,094,025.00 126,343.00
Cash paid as dividend, profit, or
30,414.00
interests
Incl: Dividend and profit paid by
subsidiaries to minor shareholders
Other cash paid for financing
activities
Sub-total of cash outflow due to
10,124,439.00 126,343.00
financing activities
Net cash flow generated by -10,124,439.00 -126,343.00
74
深圳中冠纺织印染股份有限公司 2013 年度报告全文
financing
IV. Influence of exchange rate
alternation on cash and cash -1,021,645.00 -1,166.00
equivalents
V.Net increase of cash and cash
11,275,648.00 -1,172,054.00
equivalents
Add: balance of cash and cash
equivalents at the beginning of 52,227,262.00 53,399,316.00
term
VI.Balance of cash and cash
63,502,910.00 52,227,262.00
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
3,067,093.00 1,567,887.00
or rending of services
Tax returned
Other cash received from business
2,375,794.00 2,466,260.00
operation
Sub-total of cash inflow 5,442,887.00 4,034,147.00
Cash paid for purchasing of
1,500,000.00 1,460,804.00
merchandise and services
Cash paid to staffs or paid for
2,379,494.00 2,557,382.00
staffs
Taxes paid 953,849.00 905,283.00
Other cash paid for business
12,497,027.00 3,330,336.00
activities
75
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Sub-total of cash outflow from
17,330,370.00 8,253,805.00
business activities
Cash flow generated by business
-11,887,483.00 -4,219,658.00
operation, net
II.Cash flow generated by
investing
Cash received from investment
retrieving
Cash received as investment gains
Net cash retrieved from disposal
of fixed assets, intangible assets, 5,152,000.00
and other long-term assets
Net cash received from disposal
of subsidiaries or other 30,000.00
operational units
Other cash receivable for
investment activities
Sub-total of cash inflow due to
5,152,000.00 30,000.00
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
5,152,000.00 30,000.00
investment
III.Cash flow generated by
financing
Cash received from absorbing
investment
Cash received as loans
Cash received from bond placing
76
深圳中冠纺织印染股份有限公司 2013 年度报告全文
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 -525.00 4.00
equivalents
V.Net increase of cash and cash
-6,736,008.00 -4,189,654.00
equivalents
Add: balance of cash and cash
equivalents at the beginning of 17,293,509.00 21,483,163.00
term
VI.Balance of cash and cash
10,557,501.00 17,293,509.00
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 Changzheng
7. Consolidated Statement on Change in Owners‘ Equity
Prepared by: Shenzhen Victor Onward Textile Industrial Co., Ltd.
Amount in this period
Unit：RMB
Amount in this period
Owner‘s equity Attributable to the Parent Company
Minor
Items
Total of
sharehol
Share Capital Less: Special Surplu Comm Attribu owners‘
Other ders‘
Capital reserve Shares ized s on risk table equity
equity
77
深圳中冠纺织印染股份有限公司 2013 年度报告全文
s in reserve reserve provisi profit
stock s on
169,142 39,790,7 26,704, -116,27 -511,59 -1,373,51 117,478,87
I.Balance at the end of last year
,356.00 84.00 791.00 3,941.00 9.00 4.00 7.00
Add: Change of accounting
policy
Correcting of previous errors
Other
II.Balance at the beginning of 169,142 39,790,7 26,704, -116,27 -511,59 -1,373,51 117,478,87
current year ,356.00 84.00 791.00 3,941.00 9.00 4.00 7.00
-145,73 8,214,81 -601,39 -364,906. 7,102,775.
III.Changed in the current year
6.00 0.00 3.00 00 00
8,214,81 -364,906. 7,849,904.
（I） Net profit
0.00 00 00
-145,73 -601,39 -747,129.0
（II）Other misc.income
6.00 3.00 0
-145,73 8,214,81 -601,39 -364,906. 7,102,775.
Total of (I) and (II)
6.00 0.00 3.00 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)
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
78
深圳中冠纺织印染股份有限公司 2013 年度报告全文
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 39,645,0 26,704, -108,05 -1,112,9 -1,738,42 124,581,65
term ,356.00 48.00 791.00 9,131.00 92.00 0.00 2.00
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 39,742,4 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：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 39,742,4 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
\ III.Changed in the current 48,311.0 -247,33 -194,705.0
4,315.00
year 0 1.00 0
-247,33 -247,331.0
（I） Net profit
1.00 0
48,311.0
（II）Other misc.income 4,315.00 52,626.00
0
48,311.0 -247,33 -194,705.0
Total of (I) and (II) 4,315.00
0 1.00 0
(III) Investment or decreasing
of capital by owners
79
深圳中冠纺织印染股份有限公司 2013 年度报告全文
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 39,790,7 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
Legal representative ：Hu Yongfengn
Person-in-charge of the accounting work：Zhang Jinliang
Person-in -charge of the accounting organ：Ren Changzheng
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
80
深圳中冠纺织印染股份有限公司 2013 年度报告全文
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 -93,361,49 133,696,74
I.Balance at the end of last year
6.00 .00 .00 7.00 4.00
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 -93,361,49 133,696,74
current year 6.00 .00 .00 7.00 4.00
-2,537,404. -2,537,404.
III.Changed in the current year
00 00
-2,537,404. -2,537,404.
（I） Net profit
00 00
（II）Other misc.income
-2,537,404. -2,537,404.
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)
4．Other
(V) Internal transferring of
owners‘ equity
1. Capitalizing of capital
reserves (or to capital shares)
81
深圳中冠纺织印染股份有限公司 2013 年度报告全文
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 -95,898,90 131,159,34
term 6.00 .00 .00 1.00 0.00
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 -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
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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 -93,361,49 133,696,74
term 6.00 .00 .00 7.00 4.00
Legal representative ：Hu Yongfengn
Person-in-charge of the accounting work：Zhang Jinliang
Person-in -charge of the accounting organ：Ren Changzheng
III.Basic Information of the Company
1. History
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.
2.The domestically listed RMB ordinary shares ("A shares, Stock code: 000018" ) and domestically listed foreign investment shares
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("B shares ,stock code: 200018") issued by the Company were listed on Shenzhen Stock Exchange in 1992.
By December 31, 2013, 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-shares 43,141,032 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 5,681,089 shares, accounting for
3.36% 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, 2013, Victor Onward printing and dyeing (Hong Kong) Co., Ltd. (hereinafter referred to as "Hong Kong
Victor Onward"), Shengzhong Industrial Co., Ltd. (hereinafter referred to as "Shengzhong") ,Shenzhen East Asia Victor onward
Holding (hereinafter referred to as ―East Asia Company), Shenzhen Nanhua Printing and Dyeing (hereinafter refered to as ―Nanhua
Company‖) as well as its wholly-funded subsidiary Nanhua Xingye Co., Ltd (hereinafter referred to as "Nanhua Xingye") are all
subsidiaries of the Company.
Registered address: 26 Kuipeng Road, Kuiyong Town, Longgang District, Shenzhen
Legal Representative: Hu Yongfeng
2.Business nature
The Company engages in textile printing & Dyeing industry .
3.Business scope:
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.
IV.Principal accounting policies, accounting estimates and early errors
1.Basis for the preparation of financial statements
The preparation of financial statements of the company based on continuous operation. Base on actual transactions and events
occurring, according to the ministry of finance issued ―Accounting Standards for Enterprises - Basic Standards‖ on 15th February
2006 and 38 items of specific accounting standards, application guidelines of accounting standards which was promulgated after,
accounting standards interpretation and other requirements (hereafter named ―Enterprise Accounting Standard‖), General Provisions
of Financial Statements，NO.15 rules of the editing and reporting regarding information disclosure for companies publicly issuing
securities by China Securities Regulatory Commission（2010 revised）has confirmed，the financial report was based on it.
(2). Statement on the Accounting Standard Followed by the Company
The financial statements prepared by the Company comply with the requirements of corporate accounting
standards. They truly and completely reflect the financial situations, operating results, equity changes and cash
flow, and other relevant information of the company.
(3)Fiscal Year
The Company adopts the Gregorian calendar year commencing on January 1 and ending on December 31 as the
fiscal year.
（4）Standard currency for bookkeeping
The Company takes RMB as the standard currency for bookkeeping.
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Its overseas subsidiaries choose the currency of the primary economic environment in which the subsidiary
operates as the functional currency. However, the financial statements should be translated into RMB.
(5).The accounting solution of business combinations under the same and different control
(1)Corporate merger under same control
1. Realize all the terms and conditions of transactions in the process of enterprise acquisition step by step, and
adopt the accounting method to conduct a package deal for the multiple transactions if the following items
appear for the economic impact:
2. These deals are simultaneously entered into effect or under the consideration of mutual influence;
3. These transactions must be as a whole to achieve a complete business performance;
4. The occurrence of one deal is depended on that of other transactions;
5. Single transaction maybe is uneconomical, but it is economical when it is considered together with other
transactions.
6.Corporate merger under same control
1) The Individual Financial Statements
If the consideration of the merging enterprise is that the company makes payment in cash, transfers non-cash
assets or bears its debts, and issues equity bonds, it shall, at the date of merger, regard the share of the book value
of the owner's equity of the merged party as the initial cost of the long-term equity investment. The difference
between the initial cost of the long-term equity investment and the payment in cash, non-cash assets transferred as
well as the book value of the debts borne by the merging party shall offset against the capital reserve.
All the direct costs paid by the company for the conduct of business combination, including audit fees, appraisal
fees, legal services fee, etc., should be accounted into current profit and loss at the time incurred. If there is the
consolidated financial statements for the merged party, the initial cost of the long-term equity investment is
determined based on the owner's equity of the merged party at the date of merger.
2) The Consolidated Financial Statements
The acquired assets and liabilities by the merged parties through business combination are measured at their book
value with the merged parties on the date of merger. If the accounting policies adopted by the merged parties are
inconsistent with those of the company, the company can make adjustment in accordance with its accounting
policies on the date of combination, and confirm them in accordance with the provisions of the Accounting
Standards for Enterprises.
(2). Corporate merger under different controls
With the merger under the different control, the merger cost is the assets to pay, liabilities incurred or taken and the fair value of the
issued equity securities which a buyer gains the control from the acquiree on the purchase date. In case of any
future events defined in merger contract whose predictable occurrence could influence the merger cost and the
related amount could be reliably calculated at merger date, such amount should also be included in merger cost.
All the intermediary fees, such as audit fees, legal services fees, appraisal and consultation fees, and other related
management expenses paid by the company for the conduct of business combination should be accounted into
current profit and loss at the time incurred; the transaction charge of equity or debt bonds issued by the company
for the consideration of the merging enterprise are accounted into initial recognized value of the equity or debt
bonds.
The company recognizes as goodwill for the difference of the combination costs more than the fair value of the
identifiable net assets obtained from the merged parties, and accounts into current profit and loss for the difference
of the combination costs less than the fair value of the identifiable net assets obtained from the merged parties
after checked.
If the enterprise achieves the business merger not under same control through multi-step implementation of
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transactions, it shall distinguish the individual financial statements and the incorporated financial statements to
conduct the related process of accounting treatment:
1. In the individual financial statements, the sum of the book value of equity investment of acquiree held before the date of purchase
and the new investment cost added at the date of acquisition shall be made as the initial investment cost of this investment project; If
the holding acquiree‘s equity before the date of purchase is involved with other composite income, the other related composite
incomes shall be transferred into the investment income of current period in the disposal of the investment project (such as, the
change of fair value of the salable financial asset shall be attributed to capital reserves, hereinafter the same).
2. In the consolidation financial statements, the holding acquiree‘s equity prior to the date of purchase shall be measured again with
the fair value of equity at the date of acquisition, and the difference between the fair value and the book value is attributed to the
investment income of current period; If the holding acquiree‘s equity prior to the date of purchase involved with other composite
income, the other related composite incomes shall be transferred into the investment income of current period at the date of purchase.
(6)The method of drawing up the Consolidation financial statements
(1) The method of drawing up the Consolidation financial statements
The company has real control to the subsidiary and special purpose entity which are included in the scope of
Consolidation financial statements.
The accounting policies & accounting periods adopted by all the subsidiaries that have been included into the
scope of the consolidated financial statements should be consistent with those adopted by the company. If the
accounting policies & accounting periods adopted by the subsidiaries are different from those adopted by the
company, the company shall make necessary adjustments according to the accounting policies & accounting
periods it adopts when preparing the consolidated financial statements.
After adjusting the long-term equity investments on its subsidiaries according to the equity method, the company
shall prepare the consolidated financial statements based on the financial statements of the company & its
subsidiaries, and other related documents.
The influences of the internal transactions between the company & its subsidiaries, and its subsidiaries themselves
on the consolidated balance sheet, consolidated profit statement, consolidated cash flow statement &
consolidated statement of changes in owner‘s equity will be counteracted at the preparation of the consolidated
financial statements.
When the amount of loss for the period attributable to the minority shareholders of a subsidiary exceeds the
minority shareholders‘ portion of the opening balance of owners‘ equity of the subsidiary, the excess amount
should be still allocated against minority interest.
In the report period, If the subsidiary is added through the business combination under the same control, the
beginning balance of the consolidated balance sheet shall be adjusted. The incomes, expenses & profits of the
subsidiary incurred from the beginning of the current period to the end of the reporting period shall be included
into the consolidated profit statement. The cash flow from the beginning of the current period to the end of the
reporting period shall be included into the consolidated cash flow statement.
In the report period, If the subsidiary is added through the business combination not under the same control, the
beginning balance of the consolidated balance sheet shall not be adjusted. The incomes, expenses & profits of the
subsidiary incurred from the acquisition date to the end of the reporting period shall be included into the
consolidated profit statement. The cash flow from the acquisition date to the end of the reporting period shall be
included into the consolidated cash flow statement.
In the report period, If the company disposes its subsidiary, the incomes, expenses & profits incurred from the
beginning of the subsidiary to the disposal date shall be included into the consolidated profit statement. The cash
flow from the beginning of the subsidiary to the disposal date shall be included into the consolidated cash flow
statement.
If an enterprise loses control over a subsidiary company it originally services due to the disposal of some equity
investment or for any other reasons, in consolidated financial statements, the remaining equity shall be
re-measured as per the fair value at the date of the control lost. The difference between the sum of the
consideration received on the disposal of equities and the fair value of remaining equities, and the net assets share
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continually calculated by the original subsidiary company since the merger date on the basis of the original stock
proportion shall be accounted for as investment income for the period in which control was lost. Other
comprehensive income related to the equity investment that the subsidiary company originally owned shall be
included in current investment income at the date of the control lost.
（7） Recognition Standard of Cash & Cash Equivalents
The company recognizes its cash in vault & the deposits that are ready for payment at any time as cash when
preparing the cash flow statement.which are featured with short term (expire within 3 months since purchased),
high liquidity, easy to convert to know cash, low in risk of value change, could be recognized as cash equivalents.
(8）Foreign Currency Transaction
（1）The foreign currency translation services
The foreign currency transaction uses the spot rate at the time of the transaction as the exchange rate to convert
the currency into CNY for keeping account.
The balances of the foreign currency monetary items shall be converted according to the spot rate on the balance
sheet date. Except that the exchange balances on the foreign currency borrowings for expenses on the assets
eligible for capitalization shall be dealt according to the principle of loan expense capitalization, all the other
exchange balances shall be included into the profits & losses at the current period. The foreign currency
non-monetary items measured in historical costs shall still be converted according to the spot rate at the time of
the transaction. Their account standard money amounts shall not be changed. The foreign currency non-monetary
items measured in fair values shall be converted according to the spot rate on the recognition date of the fair
values. The exchange balances incurred accordingly shall be recorded into the profits & losses at the current
period or the additional paid-in capital.
（2）The foreign currency financial statements
The assets in the balance sheet and liabilities items, by using the spot exchange rate on the balance sheet date, all equity projects
except the item of ―Undistributed Profits‖, other items were calculated by the spot exchange rate. With the income and expense items,
it was determined by a systematic and rational approach, and calculated by the approximate exchange rate of the spot exchange rate
to convert on the transaction date. The converting differences generated by the foreign currency financial statements, and all equity
items in the balance sheet are listed separately.
On disposal of overseas operations, the corresponding difference of foreign currency translation related to the
overseas operations and listed in the owner‘s equity in Balance Sheet should be moved from owners‘ equity to
current profits and losses. On partial disposal of overseas operations, the partial proportion of difference should
also be converted into current profits and losses.Partial disposal of a foreign operation, is calculated portion of the
foreign currency earnings disposal(9).
(9) Financial Instruments
Financial instruments consist of financial assets, financial liabilities and equity instruments.
（1）Classification of financial tools
The Company divides the financial assets into four categories: financial assets measured at fair value and their
variations are recognized as current gain/loss, including trade financial assets or financial liabilities and
recognized directly as financial assets measured at fair value and their variations are recognized as current
gain/loss; Investment hold till expiration; loans and account receivable; saleable financial assets .The company
divides the financial liabilities into two categories: financial liabilities measured at fair value and their variations
are recognized as current gain/loss; other financial liabilities.
(2) Recognition and measurement of financial tools
(1) Financial assets and liabilities measured at fair value and their variations are recognized as current gain/loss
The fair value (after deducting of announced but not distributed cash dividend or due but not obtained bond
interests) is recognized as initial amount when obtained.
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Interests or cash dividends during the period of holding are recognized as investment gains. The fair value will be
adjusted and accounted as current gain/loss.
When disposed, the differences between fair value and initial amount are recognized as investment gains, and thus
adjust the gain/loss of fair value.
(2) Investment hold till expiration
The fair value (after deducting of due but not obtained bond interests) plus the related trade expenses is
recognized as initial amount when obtained.
Interest gains will be calculated at amortizing of costs and actual interest rate (the face rate is adopted when the
difference between the actual rate and face rate is minor) during the period of holding, and accounted as
investment gains. Actual rate is recognized when obtained, and is not changed in the predictable holding period or
applicable shorter period.
When disposed, the difference between the obtained price and book value is accounted as investment gains.
(3) Account receivable
The receivable debts of selling goods or providing services, and the credits of other company hold by the
company not including the debt which has price in active market, including accounts receivable, notes receivable,
prepaid accounts, other receivables, long-term receivables, etc. The contract or agreement price charging from
purchaser should be taken as the initial confirmation amount; if it has the nature of financing, it should be
confirmed according its current value.
When retrieved or disposed of, the difference between the actual received amount and the book value is
accounted as current gain/loss.
(4) Saleable financial assets
The fair value (after deducting of announced but not distributed cash dividend or due but not obtained bond
interests) plus the related trade expenses is recognized as initial amount when obtained.
Interest or cash dividend occurred during the period of holding is recognized as investment gains. Change of fair
value is accounted as capital reserves (other capital reserves) at the end of term.
When disposed, the difference between the obtained price and book value is accounted as investment gains.
Meanwhile, the corresponding part of accumulated change of fair value accounted as owners‘ equity is transferred
into investment gain/loss.
(5) Other financial liabilities
Other financial liabilities are recognized initially at the sum of fair value and related trade expenses. Successive
measurement will be on the basis of amortized costs.
(3). Recognition and measurement basis of financial asset transposition
When financial asset transposition occurred, the recognition of this particular financial asset is terminated if
almost all risks and rewards attached to the asset have been transferred to the acceptor. If retain all the risks and
rewards of ownership of financial assets, the financial assets can be confirmed.
When determine whether the transfer of financial assets meet the conditions of confirmation of the above financial
assets, the principle of substance being more important than form should be adopted. The transfer of financial
assets can be divided into overall transfer and part transfer of financial assets. If the transfer of financial assets
meet the conditions of terminating confirmation, the following the difference of the two amounts will be included
in the current profit and loss:
(1) Book value of the financial asset to be transposed;
(2) The sum of price received due to the transposition, and the accumulation of change in fair value originally
accounted as owners‘ equity (when the asset to be transposed is saleable financial asset).
If part transfer of financial assets meet the conditions of terminating confirmation, the book value of the
transferred financial assts, the difference between the confirmed part and the unconfirmed part (in this case, the
service assets retained should be deemed as the part of unconfirmed financial assets), should be amortized in
accordance with their relative fair value, and the difference between the following two amount should be included
current profit and loss:
① Book value of the confirmed part;
②All fair values of financial assets and financial liabilities are recognized with reference to the price in the
active market.
If the transfer of financial assets does not meet the conditions of terminating confirmation, the financial
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assets should be confirmed again, the prices received will recognized as financial liabilities.
(4).The conditions to stopping the financial liabilities
The obligation of financial liabilities are already cancelled which should be stopped confirming the financial
liability or the part of it. Our company could stop confirming the currently financial liability and begin to confirm
the newly financial liability if the loaner made an agreement that they would assume the new way of financial
liability which replace the current one, and make sure the newly financial liability is totally different from the old
one in contract with our company.
Stop admitting the financial liability or a part of it, and at mean time we could admit the newly financial liability
which is in new insertions of contract as the newly financial liability if the current financial liability has been
revised.
Stop admitting the balance of value of financial liability and consideration (Including the roll-out of non-cash
assets or financial liabilities) which could be consider as current profits and losses.
Stop and continue admitting a part of value, and distribute the value of financial liability, if our company
repurchased the part of financial liability. And the balance of value of which distributed to the part of stopping
admitting and paid (Including the roll-out of non-cash assets or financial liabilities) which could be consider as
current profits and losses.
(5).Recognition basis of financial assets and financial liabilities
The company has adopted financial assets and financial liabilities measured with the fair value to activate
financial assets or financial liabilities of the market, and determined its fair value based on the quotation in an
active market; if there no exists financial assets or financial liabilities to activate the market, the valuation
techniques (including the price made in the market transactions which is recently conducted by each party with
willing action and acquaintance of situation, the current fair value, discounted cash flow analysis and equity
option pricing models, etc. of other financial instruments which is substantially similar with the reference) shall be
used to determine its fair value; for the initial or original financial assets or the liabilities assumed, its fair value
shall be determined on the basis of the transaction price of market.
（6）Providing of impairment provision on financial assets (exclude receivable accounts)
On the balance sheet date, the company performs inspection on the book value of financial assets apart from those
which are calculated at fair value and the changes of which are taken into the current profit and loss account.
Depreciation provision is required for the circumstance where objective evidences indicate that depreciation
occurs to the financial assets.
Objective evidences for depreciation include (but not limited to) the following:
1. the issuer or the debtor suffers serious financial difficulty;
2. the debtor has breached the contract, such as failure or delay thereof in repayment of interests or the principal;
3. the debtee compromises to the debtor in consideration of the economic or legal aspect;
4. the debtor is very likely to be in bankruptcy or other financial reorganization;
5. the issuer suffers serious financial difficulty, which results in failure of financial assets to trade in the active
market;
6. observable data indicating that there is a measurable decrease in the estimated future cash flows from a group
of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified
with the individual financial asset in the group, including: adverse changes in the payment status of borrowers
in the group; an increase in the unemployment which appears in the debtor‘s country or region; a decrease in
property prices for mortgages in the relevant area, or adverse changes in industry conditions that affect the
borrowers in the group;
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7. any significant change with an adverse effect that has taken place in the technological, market, economic or
legal environment in which the issuer of equity instruments operates, and indicates that the cost of
investments in equity instruments may not be recovered; or
8. the fair value of the equity instrument investment suffers serious or non-temporary drop.
The special depreciation method of financial assets is as follows:
(1) Depreciation Provision of Financial Assets Available for Sale:
The individual identification method is adopted to evaluate the depreciation losses for the financial assets available
for sale. Of which, the objective evidence that indicates the depreciation of equity instrument investment available
for sale includes the fair value of the equity instrument investment suffering serious or non-temporary drop, and
the specific quantitative criteria:
The company shall conduct a separate check to all equity instrument investment available for sale at the balance
sheet date, if fair value of the equity instrument investment at the balance sheet date is less than its initial investment
cost beyond 50% (including 50%) or over one year of duration (including one year), the depreciation occurs; if fair
value of the equity instrument investment at the balance sheet date is less than its initial investment cost beyond 20%
(including 20%) but not up to 50%, the company shall take into account of other relevant factors, such as price
fluctuation rate, etc., to judge if there is depreciation of the equity instrument investment.
When the financial assets available for sale (namely, AFS financial assets) are impaired, the company shall reverse
and charge the accumulated losses due to decreases in fair value previously recognized directly in capital to profit or
loss for the current period, even if the financial assets are not derecognized. The reversed accumulated losses are the
asset‘s initial acquisition costs after deducting amounts recovered and amortized, current fair value and impairment
losses previously recognized in profit or loss.
If, in a subsequent period, the carrying amount of AFS debt instruments investment increases and the increase can
be related objectively to an event occurring after the impairment was recognized, the previously recognized
impairment losses are reversed. The reversal shall be recognized in profit or loss for the current period. The reversal
of impairment losses of AFS equity instruments is recognized in capital reserve. But, impairment losses incurred by
investments in an unquoted equity instrument (without a quoted price in an active market) whose fair value cannot
be reliably measured and derivatives that are linked to and must be settled by delivery of investments in equity
instruments are not reversed.
(2) Depreciation Reserves of Held-to-Maturity Investments
If there is objective evidence of depreciation for held-to-maturity investments, the difference between the carrying
amount and the present value of estimated future cash flows is recognized as impairment loss. If there is evidence
that its value has recovered after accrued, the previously recognized impairment loss shall be reversed. The
amount of the reversal shall be recognized in profit or loss for the current period. The reversal shall not result in a
carrying amount of the financial asset that exceeds what the amortized cost would have been had the impairment
not been recognized at the date the impairment is reversed.
All Recognition Standards of Depreciation of Financial Assets Available for Sale
（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
（1）Accounts receivable with material specific amount and specific provisioned bad debt preparation.
Judgment criteria or amount standard of material specific amount or Account receivable with special account receivable
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amount criteria exceeding RMB 1 million is viewed as material accounts
receivable.
Conduct the devalue test separately. Set up the bad
debt reserve according to the shortfall of the present
value of expected future cash flows against its
Provision method with material specific amount and
carrying amount and record it into the profits &
provision of specific bad debt preparation
losses at the current period. Allot those assessed
individually but no impairment for receivables into
the bad debt reserves on a collective basis.
(2)The accounts receivable of bad debt provisions made by Group
Method for recognition of
Name impairment allowances by Basis of determination of groups
group
The group is classified by the credit risk features basised on the
Group of account age The age analysis
account age of receivables
The Group is classified by the credit risk features based on the
Group of Related party Other
relations of account receivables and transaction objects
The Group is classified by the credit risk features basised on the
Deposit group Other
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 year） 3% 3%
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 (such as joint
Related party Group 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
Deposit group
without great individual amount and the bad debt reserves withdrawn by
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combination are difficult to reflect the accounts receivable of risk features.
(3)Account receivable with non-material specific amount but specific bad debt preparation
Accounts receivable with non-material specific amount and being not able to relent
Reason of specific bad debt preparation
its risk character by provisioning bad debt preparation in accordance with portfolio
provision：
Bad debt preparation will be provisioned in accordance with the difference of
Provision method of bad debt preparation
present value of its future cash flow below its book value.
(11)Inventory
（1）Inventory classification
Inventory refers to various assets that are held for sale, the work in process or consumptions during the process of
the production for the company in the daily of business, mainly including raw materials, packaging material, low
value consumables, in-process products, inventory, etc.
（2）Pricing method of stock delivered
Stock delivered is measured according to weighted average method.
The inventories are initially calculated and accounted in accordance with the actual cost, and the inventory cost
includes the purchase cost, processing cost and the other cost.
（3）Confirmation basis of stock net realizable value and withdrawal method of inventory falling price reserves.
Recognition Basis of Inventories‘ Net Realizable Values and Counting & Drawing Method of Obsolete Inventory
Reserves:After taking stock at the end of the period,
In the process of normal operation, the realizable value of goods inventories such as completed products,
commodities and tradable materials etc. is recognized by its estimated selling pricing deducting estimated selling
expenses and related taxes and expenses. The realizable net value of material inventories for processing is
recognized by the estimated selling price of the finished products deducting estimated cost and selling price and
related taxes. The realizable net value of inventories held for execution of sales contracts or labor contracts is
calculated on the basis of contract price. In case inventories exceed contracted amount, the exceeded part is based
on the general selling price.
At end of period, depreciation reserve is made for every individual inventory item. For inventories in large variety
with low unit price, depreciation reserve is made by categories. For inventories related to products series produced
and sold within the same region, having the same or similar end-use purpose, and hard to be differentiated from
other items, combined depreciation reserve is made.
When factors that caused deduction of prior inventory value disappear, the deducted amount shall be resumed, and
originally accrued depreciation provision shall be returned. The amount returned is booked into current income
statement.
（4）Inventory system
Inventory system adopts the perpetual inventory method.
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（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:
Wrap page: Wrap page adopts one time amortization when used.
(12)Long-term equity investment
（1）Investment cost confirmation
(1) For the long term equity investment from enterprise merger, the detailed accounting policy, please refer to the
accounting method of merger of enterprises under or not under the same controller in Note II / (V). While, the
long term equity investment acquired through liability reorganization is booked on the basis of fair value.（2)
Long-term equity investment obtained by other ways.Long-term equity investment obtained by cash payment
is recognized for initial investment cost according to the price practically paid.Long-term equity investment
obtained by placing of equity stocks is recognized for initial investment cost at the fair value of the
stock.Long-term equity investment input by investors is recognized for initial investment cost according to the
investment contract or agreement (less the cash dividend or profit announced but not distributed). However when
the value in the contract or agreement is not fair value is not adopted. The non-monetary asset exchange for a
commercial real income and assets or the fair value other assets can be reliably measured, the initial investment
cost should be determined according to long-term equity investment exchanged through the non-monetary asset
exchange, unless there is evidence showing that for the fair value of assets is more reliable; the non-monetary
asset exchange which does not meet the above premises, the book value of the exchanged assets to and the
relevant fees and taxes to be paid should be the initial investment cost of the long-term equity investment. The
initial investment cost of the long-term equity investments obtained through debt restructuring should be
determined in accordance with fair value.
(2)Follow-up Measurements & Recognitions of Profits or Losses
Cost basis is adopted in accounting of long-term equity investment without joint control or major influence, and
with no quotation in an active market, thus the fair value is not able to be reliably measured. Equity basis will be
adopted for the long-term equity investment with joint control or major influence.The long-term equity investment
that has joint control or significant influences over the invested entity shall be measured by employing the equity
method. If the initial cost is more than the investing enterprise' attributable share of the fair value of the invested
entity's identifiable net assets for the investment, the initial cost of the long-term equity investment may not be
adjusted. If the initial cost is less than the investing enterprise' attributable share of the fair value of the invested
entity's identifiable net assets for the investment, the difference shall be recorded into the profits & losses at the
current period.The treatment for the other changes of owner‘s equity besides net loss and profit of the unit being
invested: for the other changes of owners‘ equity besides net profit and loss of the unit being invested, when
shareholding ratio remains unchanged, the part shared or undertaken according to share ratio, the book value of
long-term equity investment should be adjusted, and at the same time, the capital surplus (other capital surplus).
（2）Recognition of Profits or Losses.Employing the cost method, besides acquiring the actual payment for
investing or the dividends / profits which have already been declared but not distributed yet, the company shall
recognize its current investment income by enjoying the dividends / profits declared to be distributed by the
invested entity.
The investment income Recognition by cost method is only limited to distribution of accumulated net profit after
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the unit being invested receives investment, the part of profit and cash dividends more than the amount will be
regarded as initial investment cost recovery. The loss which should be confirmed to the unit being invested under
equity method should be treated in accordance with the following orders: First of all, deduct the book value of
long-term equity investment. Second, if the book value of long-term equity investment can not be deducted, the
long-term equity value of the net value of the unit being invested should be further confirmed as investment loss
and used to deduct the book value of long-term receivables. Finally, after the above treatment, the additional
liabilities to be undertaken according to investment contract or agreement should be confirmed as expected
liability according to the expected liability and be concluded in the current investment loss. If the unit being
invested achieves profit in the following period, after deducting the unconfirmed liabilities, it should be treated
according to the adverse order as described above, the book value of the confirmed expected liabilities should be
deducted, the book value of the long-term equity investment and long-term equity of net assets of the unit being
invested should also be resumed, and at the same time, the investment income should be confirmed.
（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.
On the balance sheet date, if the long-term equity investment shows impairment due to the decreasing market
price or the deteriorating business operation of the invested entity, the recoverable amount of the long-term equity
investment should be determined on the basis of the net amount from the fair value of the individual long-term
equity investment less the disposal expenses, or the present worth of the estimated future cash flow of the
long-term equity investment, whichever is higher. When the recoverable amount of the long-term equity
investment is less than the book value, the book value of assets should be written down to the recoverable amount,
and the amount written down is recognized as the asset impairment loss, which should be included in the current
profits and losses; meanwhile, the corresponding asset impairment provision should be counted and drawn. As to
a long-term equity investment with no significant influence, if there is no offer in the active market for it and its
fair value cannot be reliably measured, its impairment loss shall be recognized according to the difference
between its carrying amount & the current value recognized by discounting the future cash flow according to the
current market return similar to the financial asset. Besides the business reputation formed by the business
combination, where the measurement results of the removable amounts show that the receivable amount of any
other long-term equity investment is lower than its carrying value, the difference shall be recognized as the
impairment loss.No matter whether there is any sign of possible assets impairment, the business reputation formed
by the business combination shall be subject to impairment test every year.Once any loss of the long-term equity
investment impairment is recognized, it shall not be switched back any more.
(13). Investment real estate
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The term ―Investment real estates‖ refers to the real estates held for generating rentand/orcapital appreciation,
including the right to use any land which has already been rented, the right to use any land which is held and
prepared for transfer after appreciation & the right to use any building which has already been rented.
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 Annual depreciation rate
life（Year） value rate （%）
Real estate in 20-50 0% 2%-5%
Hongkong
Real estate in 20-30 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.
The company shall estimate the recoverable amount for any impairment, and then determine the corresponding
impairment loss if the recoverable amount less than its book value.
Once the impairment loss of the real estate investment is recognized, it will not be reversed in the future.
When the investment real estate is disposed of, or permanently terminates its use and no economic benefits are
expected from its disposal, terminate the confirmation of the investment real estate. Disposal income of
investment property for sale, transfer, disposal of scrap or being destroyed is charged to current profit or loss after
deducting its book value and related taxes.
(14) Fixed assets
（1）Confirmation conditions of fixed assets
Fixed assets refer to physical assets owned for purpose of production, service providing, leasing or management,
and operation with service life of more than one year. Fixed assets are recognized when all of the following
conditions are satisfied：Financial benefits attached to the fixed asset is possibly inflowing to the Company;(2)
The cost of the fixed asset can be reliable measured.
（2）Cognizance evidence and pricing method of financial leasing fixed assets
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The fixed assets acquired by the company in line with the following one or several criteria shall be recognized as
the fixed assets acquired under finance leases: (1) at the expiration of the lease, the ownership of the leased assets
shall be transferred to the company. (2) the company has the option to purchase the leased assets, the purchase
price is expected be far lower than the fair value of the leased assets under the implementation of option right, so
that it can be reasonably determined that the company shall exercise the option on the acquisition date. (3) the
lease term is the majority for the leased assets even if the ownership no transferred. (4) the present value of the
minimum lease payments of the company almost is equal to the fair value of the leased assets on the acquisition
date. (5) For the special nature of the leased assets, only the company can use if no major modification made. For
the fixed assets acquired under finance leases, the company takes less of the fair value of the leased asset on the
acquisition date and the present value of the minimum lease payments as recorded value. Also, the minimum lease
payments are accounted as the recorded value for the long-term payables, and the difference are as the
unconfirmed financing fees. The initial direct expenses, such as commission charge, attorney fees, travel expenses
and stamp duty attributable to the lease item occurred in the process of the lease negotiation and the signature of
lease contract, shall be recorded into the leased assets value. The unrecognized financing charges in each period
during the lease term are amortized by effective interest method. The company shall adopt the depreciation policy
in line with its own fixed assets to count and draw the depreciation of fixed assets acquired under finance leases.
If the ownership of lease assets acquired at the expiration of lease can be reasonably confirmed, the depreciation
will be recognized in the use life of lease assets. If can‘t be confirmed, the shorter period between the lease term
and the use life of lease assets will be recognized as the depreciation.
（3）Fixed assets depreciation method
Except for the fixed assets that continually used after the depreciation counted and drawn fully, the depreciation of
fixed assets is made by average year method. Rate is based on category, expected years of use and expected net
residual ratio.
For the fixed assets acquired under finance leases, if the ownership of lease assets acquired at the expiration of
lease will be reasonably confirmed, the depreciation will be recognized in the remaining use life of lease assets. If
can‘t be confirmed, the shorter period between the lease term and the remaining use life of lease assets will be
recognized as the depreciation.
For the fixed assets formed by using the special reserve expenditure, the special reserve is offset against the
cost of fixed assets and the same amount of accumulated depreciation is recognized. Also, the depreciation for the
fixed assets are no longer counted and drawn in the future period.
The company shall confirm the useful life and estimated residual value rate for the fixed assets according to the
nature and the use status of the fixed assets. At the end of the year, the service life, estimated residual value and
depreciation method for the fixed assets are reviewed, and the adjustment will be accordingly if there is difference
with the previous estimated count.
Classified depreciation years and depreciation rates are as follows:
Type Evpected useful Estinated residual value rate Annual depreciation rate（%）
life（Year）
House and building 20-50 0%-10% 2%-5%
Machinery and equipment 5-14 10% 6%-18%
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Electric Equipment 5 10% 18%
Transportation equipment 4-5 10% 18%-22.5%
(4). Test Method for Fixed Asset Impairment and Counting & Drawing Method for Fixed Asset Impairment
Reserves
The company shall, at the end of each period, make a judgment on whether there is any sign of possible fixed
assets impairment.
Where any evidence shows that there is possible fixed assets impairment, the recoverable amount of the fixed
assets shall be estimated. The recoverable amount shall be determined in light of the higher one of the net amount
of the fair value of the fixed assets minus the disposal expenses & the current value of the expected future cash
flow of the fixed assets.
Where a fixed asset's recoverable amount is lower than its carrying value, the carrying value of the fixed asset
shall be recorded down to the recoverable amount, and the reduced amount shall be recognized as the loss of the
fixed asset impairment and be recorded into the profits & losses at the current period. Simultaneously, the fixed
asset impairment reserve shall be made accordingly.
After the loss of the fixed asset impairment has been recognized, the depreciation expense of the impaired fixed
asset shall be adjusted accordingly in the future period so as to amortize the post-adjustment carrying value of the
fixed asset systematically (deducting the expected net salvage value) within the residual service life of the fixed
asset.
When there are signs showing that a fixed asset will devaluate, the enterprise estimates its collectable amount
based on the individual fixed asset. If it is difficult to make estimation of the collectable amount for the individual
fixed asset, the enterprise will recognize its collectable amount on the basis of the asset group that the fixed asset
belongs to.
(15). Projects under construction
（1）Categories of projects under construction
The company shall measure the self-constructed constructions in progress at the actual cost, which comprises
those expenditures necessarily incurred for bringing the asset to working condition for its intended use, including
materials costs, labor costs, relevant taxes paid, capitalized loans, indirect expense for apportion, etc.. The
constructions in progress of the company should be accounted by the project classification.
（2）Standard and timing for transferring of projects under construction to fixed assets
All the expenditures that bring the construction in process to the expected condition for use shall be the credit
value of the fixed asset. If the fixed asset construction in process has already reached the expected condition for
use, but hasn‘t been made the final account; it shall be carried forward to a fixed asset according to its estimated
value based on the budget, cost or actual cost of the construction starting from the date when it reaches the
expected condition for use, and the fixed asset shall be depreciated according to the company‘s depreciation
policy for fixed assets. After the final account has been made, the original provisional estimated value shall be
adjusted according to the actual cost, but the depreciation which has originally been counted & drawn shall not be
adjusted.
(3) Test Method for Construction-in-Process Impairment and Counting & Drawing Method
The company shall, at the end of each period, make a judgment on whether there is any sign of possible
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constructions-in-process impairment.
Where any evidence shows that there is possible constructions-in-process impairment, the recoverable amount of
the constructions-in-process shall be estimated. The recoverable amount shall be determined in light of the higher
one of the net amount of the fair value of the constructions-in-process minus the disposal expenses & the current
value of the expected future cash flow of the constructions-in-process.
Where a construction-in-process's recoverable amount is lower than its carrying value, the carrying value of the
construction-in-process shall be recorded down to the recoverable amount, and the reduced amount shall be
recognized as the loss of the construction-in-process impairment and be recorded into the profits & losses at the
current period. Simultaneously, the construction-in-process impairment reserve shall be made accordingly.
Once any loss of the construction-in-process impairment is recognized, it shall not be switched back in the future
accounting periods.
When there are signs showing that constructions in progress will devaluate, the enterprise estimates its collectable
amount based on the individual construction in progress. If it is difficult to make estimation of the collectable
amount for the individual construction in progress, the enterprise will recognize its collectable amount on the
basis of the asset group that the construction in progress belongs to.
（16）Loan expenses
1. Recognition principles for capitalizing of loan expenses
Borrowing expenses occurred to the Company that can be accounted as purchasing or production of asset
satisfying the conditions of capitalizing, are capitalized and accounted as cost of related asset. Other borrowing
expenses are recognized as expenses according to the occurred amount, and accounted into gain/loss of current
term.
The assets meeting capital conditions refer to the fixed assets, investment real estates and inventories which
are constructed or produced in a long time to reach the predicted use or sale state.
When a loan expense satisfies all of the following conditions, it is capitalized:
1. Expenditures on assets have taken place, asset expenditures include the assets used to construct or produce the
assets which meet the capitalization conditions, and expend by cash or transferring non-cash assets or bearing
interest debt;
2. Loan costs have taken place;
3. The construction or production activities to make assets to reach the intended use or sale of state have begun.
2. Duration of capitalization of Loan costs
The capitalization period refers to the period from starting capitalization of loan costs to the stop of capitalization,
the period of the break of capitalization of Loan costs is not included.
When the construction or production meets the intended use or sale of state of capitalization conditions, the Loan
costs should stop capitalization.
When the construction or production meets the conditions of capitalization and can be used individually, the
capitalization of the loan costs of the assets should be stopped.
Where each part of a asset under acquisition and construction or production is completed separately and is ready
for use or sale during the continuing construction of other parts, but it can not be used or sold until the asset is
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entirely completed, the capitalization of the borrowing costs shall be ceased when the asset is completed entirely.
.3 Capitalization Suspension Period
Where the acquisition and construction or production of a qualified asset is interrupted abnormally and the
interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be suspended. If
the interruption is a necessary step for making the qualified asset under acquisition and construction or production
ready for the intended use or sale, the capitalization of the borrowing costs shall continue. The borrowing costs
incurred during such period shall be recorded into the profits & losses at the current period, till the acquisition and
construction or production of the asset restarts.
4. Calculation of the amount of capitalization of Loan costs
Interest expense due to specialized Loan and its auxiliary expenses shall be capitalized before the asset which
satisfies the capitalizing conditions reaches its useable or saleable status.
Interest amount of common Loan to be capitalized equals to accumulated asset expense less weighted
average of specialized loan part of asset expense multiplies capitalizing rate of common Loan occupied.
Capitalizing rate is determined according to weighted average interest of common Loan.
If the Loan has discount or premium, the discount or premium amount should be determined according to
actual interests in each accounting period. The interest amount should be adjusted in each period.
(17).Intangible assets
1. The valuation methods of intangible assets
(1)The initial measurement is conducted according to the actual cost when the intangible assets
are acquired
The cost of the purchased intangible assets includes its buying price, relevant tax and the othe expenses that
are directly attributed to this assets meeting its predetermined objective and other expenses that occur. The buying
price of intangible assets is over the deferred payment under normal credit conditions, which has the nature of
financing materially, the cost of intangible assets is determined on the basis of the present value of its buying
price.
We acquire the mortgaged intangible assets from debtors through debt restructuring and determine the entry
value on the basis of the fair value of the intangible assets,we have the balance between the book value of debt
restructuring and the fair value of intangible assets used for mortgage charged to the current profit and loss.
The entry value of the non-monetary assets exchanged into by the non-monetary assets are determined on the
basis of the fair value of the assets exchanged out if the exchange of non-monetary assets has commercial nature
and the assets exchanged into or out can be reliably measured, unless there is authentic evidence indicating that
the fair value of assets exchanged into are more reliable; if the non-monetary assets that cannot meet the above
prerequisite use the book value of the assets exchanged out and relevant taxes payable as the cost of the
non-monetary assets, the profit and loss is not confirmed.
The entry value of the intangible assets acquired by the absorption merger under the control of one company
is determined by the book value of the merged party;the entry value of the intangible assets acquired by the
absorption merger that is not under the control of one company is determined by the fair value.
The cost of the intangible assets developed internally includes the materials consumed in developing the
assets, cost of service, registration fees, other patent used in developing, amortization of concession and interest
charges meeting the capitalization conditions and othe direct costs that occur before the intangible assets
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meeting the predetermined objective.
（2）Subsequent measurement
The Company analyses and makes judgment of its serviceable life when acquiring the intangible assets.
The intangible assets that have limited serviceable life are amortized by the straight-line method during the
period when the assets can bring about economic interests;The intangible assets are deemed as uncertain
serviceable life and are not amortized if it is impossible to expect the period when the assets could bring about
economic interests.
（3）Estimation of service life of intangible assets with limited service life
The land use right shall be amortized on average according to the year limit of transfer from the date of
transferring; proprietary technology, non-proprietary technology and other intangible assets shall be amortized on
average by installment in accordance with the shortest one among the three including estimated durable years,
beneficial years specified in contract and valid years stipulated by law. The amortization amount is accounted for
as the related asset costs and current profit and loss according to the beneficiaries.
At the end of each period, the review is made for service life and amortization method of the intangible assets which have limited
service life.
After review, there is no difference for the service life and amortization method of intangible assets at the end of
this period.
Item Amortisation periods Basis
（3）The judgment basis of the intangible assets with indefinite life
At the end of each period, the review is made for service life of the intangible assets which have unrecognized
service life.
After review, if there is evidence indicating the service life of intangible assets is finite, its service life should be
estimated.
（4）Provision for impairment of investment assets
The intangible assets that have certain serviceable life are conducted at the ending with the test of
depreciation of value if the assets indicate obviously that those are depreciating
For conducting a test of depreciation of value of the intangible assets, it needs to estimate the recoverable
amount of the assets. The recoverable amount is determined by the higher between the net amount obtained
through the fair value of intangible assets minus settlement changes and the present value of the future cash flow
expected by the intangible assets.
When the recoverable amount of intangible assets is below their book value, the book value of intangible
assets is written down to the recoverable amount and the amount written down is confirmed as the loss of
depreciation of value of intangible assets and is charged to the current profit and loss, while the corresponding
provision for the depreciation of value of intangible assets is made.
The depletion of the depreciation of value of intangible assets or the amortization charge in the future period
will be adjusted accordingly after confirmation of the loss of the depreciation of value of intangible assets so that
it can systematically allocate the book value of intangible assets adjusted in the residual serviceable life of
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intangible assets(deduction of anticipated net value).
Upon confirmation of the loss of the depreciation of value of intangible assets, the loss will not be reversed in
the subsequent accounting period any longer.
When there are signs showing one intangible asset will devaluate, the enterprise estimates its collectable amount
based on the individual intangible asset. If it is difficult to make estimation of the collectable amount for the
individual intangible asset, the enterprise will recognize its collectable amount on the basis of the asset group that
the intangible asset belongs to.
（18）Long-term amortizable expenses
Long-term deferred charge will be averagely amortized in the benefited period.
（19）.Predicted liabilities
（1）Recognition of Predicted liabilities
The liabilities related to contingencies and meeting the following conditions are reflected as
estimated liabilities:
The liabilities that are present liabilities assumed by the company;
The fulfillment of the liabilities may cause outflow of economic interests from the company;
The amount of the liabilities can be reliably measured.
（2）Accounting of Predicted liabilities
Predicted liabilities shall be conducted initial measurement according to the best estimates of related existing liabilities,
When the company recognizes the optimum estimation, it shall be in overall consideration of risks, uncertainty
and time value of currency and other factors related to contingent matters. When the influence of time value of
money is significant, the optimum estimates shall be determined by discounting relevant future cash outflow
The optimum estimates are conducted as follows:
If there is a continuous range (or area) for the necessary expenses and the same result possibility within the range,
the optimum estimate is recognized according to the middle value, namely the average of upper limit and lower
limit of amount within the range.
If there no exits a continuous range (or area) for the necessary expenses or the different result possibility within
the range even if there is a continuous range, and if there are contingent matters related to individual item, the
optimum estimate is recognized according to the amount that has most possibility to occur. If there are contingent
matters involving multiple items, the optimum estimate is counted and confirmed as per all the possible results
and associated probabilities.
（20）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
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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.
（2）Incomes from transferring asset use right
The economic benefits related to the transactions are likely to flow into the enterprise, if the revenue amount can
be reliably measured, the revenue amount of transferring assets use right can be recognized as following:
(1) the interest income amount will be measured according to time and actual interest rates of the currency funds
used by others.
(2) the income amount of usage charges will be measured according to the charge time and method determined in
the relevant contract or agreement.
（21）Governmental subsidy
（1）Categories
Government Grant refers to monetary or non-monetary assets acquired without consideration from government,
except for the capital invested in by the government as business owner. According to relevant grant objects
prescribed in the government documents, the government grants are classified as the government grants related to
assets and the income-related government grants. The government grants related to assets refer to the grants of
long-term assets acquired by the company, used for purchase and construction or formed by other methods, and
the income-related government grants refer to all the government grants except for those pertinent to assets.
(2) Accounting Policy
1. Recognition of Government Grant
If the government grant is the monetary asset, it shall be measured in the light of the received or receivable
amount. If the government grant is the no-monetary asset, it shall be measured at its fair value. If its fair value
cannot be obtained in a reliable way, it shall be measured at its nominal amount (RMB 1). The government grants
measured at their nominal amounts shall e directly included in the current profits and losses.
2. Accounting Method
The government grants pertinent to assets shall be recognized as deferred income, and it will be accounted to as the
non-operating income amortized by installment according to the service life of assets constructed or purchased.
If it is necessary to refund any government grant which has been recognized, and there is the deferred income
concerned, the book balance of the deferred income shall be offset against, but the excessive part shall be included
in the current profits and losses. If there is no deferred income concerned to the government grant, it shall be directly
included in the current profits and losses.
（22）. Deferred income tax assets/Deferred income tax liability
1. References for confirmation of deferred income tax assets
The company is likely to determine the deferred income tax assets produced from deductible temporary
differences with the limit of offsetting the taxable income of temporary difference.
2.The confirmation basis of deferred income tax liabilities
The Company confirms the temporary differences of the taxable that is not paid in the current and prior periods as
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the deferred income tax liabilities. However, the goodwill, the transactions formed from non-business merger and
those will affect either accounting profit or the temporary differences of the taxable income when the transactions
occur are not included in the deferred income tax liabilities.
（23）Operational leasing and Financing leasing
（1）Accounting of operational leasing
(1) The leasing fees paid for the leased assets by the company shall be recorded as the current expense according to
the straight-line method in the whole lease term not excluding the rent free period. The initially direct expense
related to the lease transactions paid by the company shall be recognized as the current expense.
When the assets lessor has assumed the lease-related expenses which should be borne by the company, the company
shall deduct these expenses from the total amount of rent, amortize in the lease term according to the rents after
deducted and record as the current expenses.
(2) The leasing fees received for the leased assets by the company shall be recognized as the lease income
according to the straight-line method in the whole lease term not excluding the rent free period. The initially
direct expense related to the lease transactions paid by the company shall be recognized as the current expense.
For a large of amount, it will be capitalized and recorded as the current revenue based on the same confirmation
of lease income during the whole lease period.
When the company has assumed the lease-related expenses which should be borne by the lessee, the company shall
deduct these expenses from the total amount of rent and amortize in the lease term according to the rents after
deducted.
(2) Accounting Method for Financing Leases
(1) The assets acquired under financing leases: the lower value between the fair value of leased assets and the
present value of the minimum lease payments is recognized as the recorded value, the minimum lease
payments are recognized as the recorded value of long-term payables, and the difference is recognized as
unrecognized finance expense at the inception of the lease.
The company shall adopt the effective interest method to amortize and record as the financial costs during the
assets lease term.
（24）Change of main accounting policies and estimations
Is there any material change of accounting policies occurred in the year
□ Yes √ No
N/A
（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 2013 年度报告全文
（2）Change of accounting estimations
Is there any change in accounting estimations in the report period
□ Yes √ No.
（25）Correction of accounting errors in previous period
Is there any accounting error with previous period found in the report period
□ Yes √ No
（1）Change of accounting policies
Is there any change in accounting policies in the report period
□ Yes √ No
（2）Change of accounting estimations
Is there any change in accounting estimations in the report period
□ Yes √ No.
V.Taxation
1.Main categories and rates of taxes
Taxes Tax references Applicable tax rates
Business tax Business income 5%
Urban Construction Tax and Educational
Turnover tax 7%
Surtax
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.
1.Enterprise income tax
The interest rate of corporate income tax of the company and subsidiaries in China mainland is 25%, the interest
rate of the income from Hong Kong of the subsidiaries in Hong Kong is 16.5%.
2. VAT。
The output tax ratio of domestic sales revenue and processing income of printing and dyeing products for the
company and its subsidiaries established in Mainland China is 17%, and the export sales is subject to the
―exemption, compensation and refund‖ methods. The company‘s input tax for purchasing raw materials offsets
the output tax with ratio of 17%. Of which, the input tax paid for export products can be applied for refunds. The
company‘s VAT payable is the balance after offset between current period‘s input and output taxes.
104
深圳中冠纺织印染股份有限公司 2013 年度报告全文
The subsidiaries of the company in Hong Kong do not need to pay the VAT.
3. Business tax
Business tax applied to revenues of the company and South China Dyeing and Printing Co., Ltd. from the housing
rental, rate being 5%. It‘s unnecessary for the subsidiary in Hong Kong to pay the business tax.
(IV) Urban Construction Tax and Educational Surtax
The company‘s urban construction tax and education surtax are based on payable VAT and business tax, tax rate
being 7% and 3%. Since January 1, 2011, 2% of VAT and business tax actually paid by taxpayer are as the local
education surtax. It‘s unnecessary for the subsidiary in Hong Kong to pay the urban construction tax and the
education surtax.
(V) Property Tax
The tax of property with own use for the company and its subsidiaries established in Mainland China is based on
70% of original value of the property, tax rate being 1.2%, and the tax of leased property is based on the rental
income, tax rate being 12%. It‘s unnecessary for the subsidiary in Hong Kong to pay the property tax.
VI. Enterprise consolidation and combined financial statements
1. Subsidiary
（1）Subsidiary obtained through establishment or investment
Unit：RMB
After
wrote
down
current
period
loss of
Amount
Other minority
used to
projects sharehol
write
balance ders
Actual Proporti Whether Interest down
Full essential Holding over
Registra Register capital on of consolid of lost
name of Subsidia Busines Busines ly from proporti equity
tion ed amounts voting ation of minority included
subsidia ry type s s scope net on beginni
place capital of rights(% report sharehol in
ry investm (%) ng share
the end ) form der minority
ent to of
sharehol
subsidia minority
der
ry sharehol
interest
ders in
the
subsidia
ry from
the
parent
105
深圳中冠纺织印染股份有限公司 2013 年度报告全文
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
Victor Compan Trade and dyed 100% 100% Yes 0.00 0.00 0.00
Kong （HKD
Onward y woven
） fabrics,
Co.Ltd
investme
nt and
holding
business
Sales of
Shenzho 1,000,0 Corduroy
Limited
ng Hong 00 , dyed
Compan Trade 100% 100% Yes 0.00 0.00 0.00
Compan Kong （HKD cloth and
y
y ） printed
cloth
Productio
n and
85,494,
Nanhua Limited sales of
Shenzhe Product 700
Compan Compan printed 69.44% 69.44% Yes 0.00 0.00 0.00
n ion （HKD
y y cloth and
）
dyed
cloth
Sales of
Xinye Limited 10,000 printed
Hong
Compan Compan Trade （HKD cloth and 100% 100% Yes 0.00 0.00 0.00
Kong
y y ） dyed
cloth
Textilet,P
rinting
Shenzh
Limited and
en East Shenzhe 3,000,0 3,000,0 -1,738,4
Compan Trade dyeing 51% 51% Yes 0.00 0.00
Asia n 00 00.00 20.00
y industry
Co
and
Raw
106
深圳中冠纺织印染股份有限公司 2013 年度报告全文
materials
,Machine
ry
equipmen
t and
other
fabrics
Other statements on Subsidiaries obtained through incorporation or investment：
1.The Company invested HKD 2,400,002 in 1984 to establish Hongkong Victor Onward Company In
Hongkong.
2.Shenghong Company Was established in November 9, 1993, registered capital 1 million HKD,
Hongkong Victor Onward Holding 100% equity.
3.Nanhua Company was established in July 21 1988, registered capital 85.49 million HKD, By
December 31, 2013 the shareholding structure as follows:
Name of investor Year-beginning Proportion Year-end amount Proportion%
amount %
The Compoany 46,868,194.54 54.82% 46,868,194.54 54.82%
Shenye Union (Hongkong) 26,127,180.32 30.56% 26,127,180.32 30.56%
Co.,Ltd.
The Company 12,499,325.14 14.62% 12,499,325.14 14.62%
Hong Kong Victor Onward 85,494,700.00 100.00% 85,494,700.00 100.00%
Company
Total
4.Xingye Company invested HKD 10,000 to establish industry Company in Hongkong in December
1996. Nanhua Company holding‘s 100% of the equity.
5.Shenzhen East Asia Company was established in February 28, 2007, registered capital 3 million yuan,
the company invested 1.53 million yuan , holding 51% equity , Nanjiang East ASIA Textile Co., Ltd.
Invested 1.47 million yuan , holding 49% equity.
2. Changes of combination scope at current period
Notes
□Applicable √Not applicable
3. Exchange rate of main accounts of overseas businesses
The spot exchange rate of HKD to RMB WAS 0.81090 at year beginning , and the spot exchange rate at year endwas0.78623
the approximate exchange rate of the sot exchange rate uses the current average exchange rate 0.798573.
Except the company, its subsidiaries South China Dyeing and Printing Co., Ltd. and Shenzhen Southeast Asia Co.,
Ltd. choose RMB as the functional currency, other subsidiaries choose HK dollar. However, the financial
statements should be translated into RMB. For the translation method of the financial statements for foreign
currency, please refer to the Note II.
107
深圳中冠纺织印染股份有限公司 2013 年度报告全文
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 -- -- 41,613.00 -- -- 66,684.00
RMB -- -- 37,065.00 -- -- 62,790.00
HKD 5,785.00 0.78623 4,548.00 4,802.00 0.8109 3,894.00
Bank deposit -- -- 62,791,183.00 -- -- 51,492,804.00
RMB -- -- 22,172,845.00 -- -- 25,739,776.00
HKD 50,311,621.00 0.78623 39,556,478.00 30,435,747.00 0.8109 24,680,347.00
USD 174,164.00 6.09690 1,061,860.00 170,660.00 6.2855 1,072,681.00
Other monetary capital -- -- 670,114.00 -- -- 667,774.00
RMB -- -- 670,114.00 -- -- 667,774.00
Total -- -- 63,502,910.00 -- -- 52,227,262.00
Notes of Monetary fund has not these conditions such as usage limitation for mortgage, pledge or frozen fund,
stored overseas, with potential recovery risk.
Other monetary funds mainly are the capital that deposited in the securities company and used to purchase and
draw the new bond, and there are not the restricted monetary funds at the end of period.
2.Bill receivable
（1）Classification bill receivable
Unit：RMB
Classification Year-end balance Year-beginning balance
Bank acceptance 1,500,000.00 1,500,000.00
Total 1,500,000.00 1,500,000.00
3. Interest receivable
（1）Interest receivable
Unit :RMB
108
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Items Beginning of term Increased this term Decreased this term End of term
Fixed deposit interest 38,414.00 159,969.00 119,043.00 79,340.00
Total 38,414.00 159,969.00 119,043.00 79,340.00
(2)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 HKD 20 million and RMB 14 million.
4. 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 3,960,436.0 3,960,436.0 3,715,397
31.46% 100% 29.48% 2,970,685.00 79.96%
with major individual 0 0 .00
amount and bad debt
provision provided
individually
Receivables provided bad debt provision in groups
Account receivable with
minor individual amount 8,626,416.0 8,626,416.0 8,888,114
68.54% 100% 70.52% 8,888,114.00 100%
but bad debt provision is 0 0 .00
provided
12,586,852. 12,586,852. 12,603,51 11,858,799.0
Total -- -- -- --
00 00 1.00 0
Category explanation of accounts receivable:
Particulars about the receivable accounts due from shareholders with 5% (5%)or over of the Company‘s shares
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
109
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Hong Kong Victor Onward Co., Ltd. 1,851,841.00 1,851,841.00 100% Aging long
Carnival Index International Ltd. 1,098,549.00 1,098,549.00 100% Aging long
TAI YANG ENTERPRISE CO.,Ltd. 1,010,046.00 1,010,046.00 100% Aging long
Total 3,960,436.00 3,960,436.00 -- --
Account reveivable on which bad debt proisions are provided on age basis in the group
□Applicable √Not applicable
Receivable accounts on which had debt provisions are provided on percentage analyze basis in a portfolio
□Applicable √Not applicable
Receivable accounts on which had debt provisions are provided by other ways in the portfolio
□Applicable √Not applicable
Receivable accounts with minor amount but on which had debt provisions are provided individually at end of
period
√Applicable □Not applicable
Unit:RMB
Description Of other
Book balance Amount of bad debt Rate reason
receivables
VEGA CARMENT CO.
768,189.00 768,189.00 100% Aging long
Ltd
Fly Dragon International 573,536.00 573,536.00 100% Aging long
Grateful Textiles Co.,Ltd 566,661.00 566,661.00 100% Aging long
Shenzhen Fangzhou
468,502.00 468,502.00 100% Aging long
Textiles Co., Ltd.
World Fabrica (Int'l) Ltd 465,126.00 465,126.00 100% Aging long
Ezhou Xiangya Clothing
368,943.00 368,943.00 100% Aging long
Co., Ltd.
Tak Shing Buying Office
333,502.00 333,502.00 100% Aging long
Led
Shenye Union （HK）
299,354.00 299,354.00 100% Aging long
Co.., Ltd.
Panther Fabric Ltd. 295,088.00 295,088.00 100% Aging long
Changshu Zhongjiang
Clothing Import & 283,539.00 283,539.00 100% Aging long
Export Co., Ltd.
Starline Textile CO.Ltd. 282,234.00 282,234.00 100% Aging long
Nissho Iwai HK Corp
215,229.00 215,229.00 100% Aging long
Ltd.
Unimix Ltd. 192,891.00 192,891.00 100% Aging long
110
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Tai Hing Linings Co Ltd 191,295.00 191,295.00 100% Aging long
Human Changpuan
185,981.00 185,981.00 100% Aging long
Garment
Ningbo Youngor Fuchun
181,490.00 181,490.00 100% Aging long
Uniforms Co., Ltd.
Win favour development
146,600.00 146,600.00 100% Aging long
ltd
Speedy Textiles Co 146,502.00 146,502.00 100% Aging long
Lin Feng Textile Co. 135,686.00 135,686.00 100% Aging long
Jicheng Cotton Co., Ltd. 131,954.00 131,954.00 100% Aging long
Millionaire(HK)Weaving
124,249.00 124,249.00 100% Aging long
Ltd.
Leader Day Ltd. 121,930.00 121,930.00 100% Aging long
Tex Mate Fabrics (HK) 110,024.00 110,024.00 100% Aging long
New Design Textiles Ltd. 109,178.00 109,178.00 100% Aging long
Deep Success Industrial
102,606.00 102,606.00 100% Aging long
Ltd
Wynvaye Industrial Co 101,030.00 101,030.00 100% Aging long
ACTSUN LTD. 89,613.00 89,613.00 100% Aging long
Tamurakoma Co Ltd. 77,828.00 77,828.00 100% Aging long
International Textiles Co 65,461.00 65,461.00 100% Aging long
Shenzhen Hongtian
59,380.00 59,380.00 100% Aging long
Cloth Trade Co., Ltd.
Ho Cheong Textiles Ltd 54,607.00 54,607.00 100% Aging long
Origin Textiles Co Ltd. 54,156.00 54,156.00 100% Aging long
Wing Fook Piecegoods
50,389.00 50,389.00 100% Aging long
Co.,Ltd
Wing Shum Pieces goods
49,905.00 49,905.00 100% Aging long
Co Ltd.
Gold Eagle Textiles
47,588.00 47,588.00 100% Aging long
Limited
Tangshan Lifeng
45,761.00 45,761.00 100% Aging long
Garment Co., Ltd.
Charman Trading Co 43,852.00 43,852.00 100% Aging long
Atex Trading Co 43,847.00 43,847.00 100% Aging long
Gloden Glory Textiles
40,322.00 40,322.00 100% Aging long
Ltd
111
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Yu Fat Piecegoods
39,603.00 39,603.00 100% Aging long
Co.,Ltd
Fuji Industrial Co 39,152.00 39,152.00 100% Aging long
Other 923,633.00 923,633.00 100% Aging long
Total 8,626,416.00 8,626,416.00 -- --
（2）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
Note
（3）The front 5 units‘ information of account receivable
Unit：RMB
Relation with the Portion in total
Name Amount Ages
Company receivables (%)
Victor Onward
Non- related parties 1,851,841.00 Over 3 years 14.71%
Textile(HK)Co., Ltd.
Carnival Index
Non- related parties 1,098,549.00 Over 3 years 8.73%
International Ltd
TAI YANG
Non- related parties 1,010,046.00 Over 3 years 8.02%
ENTERPRISE CO.,LTD.
VEGA CARMENT CO.
Non- related parties 768,189.00 Over 3 years 6.1%
Ltd
Fly Dragon International Non- related parties 573,536.00 Over 3 years 4.56%
Total -- 5,302,161.00 -- 42.12%
（4）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
299,354.00 2.38%
Ltd. the same Actual controller
112
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Total -- 299,354.00 2.38%
5.. Other receivable
1.Type analyses:
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 72.15% 3,368,370.00 100% 3,368,370.00 72.62% 3,368,370.00 100%
and had debt provision
provided individually
Other receivables provided bad debt provision in groups
Account age group 311,279.00 6.67% 260,005.00 5.61%
Subtotal of group 311,279.00 6.67% 260,005.00 5.61%
Other account receivable
with minor individual
988,643.00 21.18% 988,643.00 100% 1,010,019.00 21.78% 1,010,019.00 100%
amount but bad debt
provision is provided
Total 4,668,292.00 -- 4,357,013.00 -- 4,638,394.00 -- 4,378,389.00 --
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
113
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Other Receivable accounts on which bad debt provisions are provided by other ways in the portfolio：
□Applicable √Not applicable
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
673,005.00 673,005.00 100% 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 70,638.00 70,638.00 100% Aging long
Total 988,643.00 988,643.00 -- --
（2）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
None
（3）The front 5 units‘ information of other account receivable
Unit：RMB
Relation with the Portion in total other
Name Amount Ages
company receivables(%)
CCB.Guangdong Shunde
Non-Related parties 1,080,000.00 Over 3 years 23.13%
Branch
Nanjing East Asia Non-Related parties 1,313,370.00 Over 3 years 28.13%
Changzhou Dongfeng
Non-Related parties 975,000.00 Over 3 years 20.89%
Textile Printing & dyeing
114
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Equipment Co., Ltd.
HongKong Victor
Non-Related parties 673,005.00 Over 3 years 14.42%
Onward
Shanghai Huayinke
Non-Related parties 180,000.00 Over 3 years 3.86%
Trade Industry Co., Ltd.
Total -- 4,221,375.00 -- 90.43%
6.Prepayments
（1）Prepayments age :
Unit:RMB
End of term Beginning of term
Age Proportion Proportion
Amount Amount
（%） （%）
Within 1 year 25,192.00 100% 175,734.00 99.6%
1-2 years 442.00 0.25%
2-3 years 267.00 0.15%
Total 25,192.00 -- 176,443.00 --
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
Insurance Non-Related parties 19,869.00 Within 1 year Not settlement
Vehicle license fees Non-Related parties 2,804.00 Within 1 year Not settlement
Registered fees Non-Related parties 1,831.00 Within 1 year Not settlement
Repair fee Non-Related parties 688.00 Within 1 year Not settlement
Total -- 25,192.00 -- --
Notes
115
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Prepayment received by shareholding parties holding 5% or above of the Company‘s shares in the report period.
（4）Statements on prepayments
Prepayment of Foreingn currency Banlance
Name Amount at period-end Amount at period-beginning
Former Converting RMB Former Converting rate RMB
currency rate currency
HKD 32,041 0.78623 25,192 217,589.00 0.8109 176,443
Total 25,192 176,443
7．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 460,344.00 460,344.00 2,030,715.00 1,929,179.00 101,536.00
Stock goods 635,960.00 635,960.00
Total 460,344.00 460,344.00 2,666,675.00 2,565,139.00 101,536.00
（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 1,929,179.00 1,468,835.00 460,344.00
Stock goods 635,960.00 635,960.00
Total 2,565,139.00 2,104,795.00 460,344.00
8. Disposable financial asset
（1）Sellable financial assets
Unit：RMB
116
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Items Fair value at end of term Fair value at beginning of term
Available-for-sale equity instruments 582,942.00 751,542.00
Total 582,942.00 751,542.00
The amount of investment held to mature categorized to sellable financial assets was RMB 0 , Account for 0% of
total investment held to mature.
Statement on sellable financial assets:
9.Long-term equity investment
（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 65,784,31 1,147,373 66,931,68
25% 25% 0.00 0.00 0.00
u Bay method 3.00 2.00 .00 5.00
Chuangye
Co., Ltd.
58,588,40 65,784,31 1,147,373 66,931,68
Total -- -- -- -- 0.00 0.00 0.00
3.00 2.00 .00 5.00
10.Investment real estate
（1）Measured by the cost of investment in real estate
Unit：RMB
Items Book amount at year Increase at this period Decrease at this period Book balance in year -end
117
深圳中冠纺织印染股份有限公司 2013 年度报告全文
beginning
96,920,525.00 226,557.00 9,728,173.00 87,418,909.00
1. Total original price
96,920,525.00 226,557.00 9,728,173.00 87,418,909.00
1.House, Building
II.Total accumulated
depreciation
65,879,041.00 3,946,511.00 5,864,796.00 63,960,756.00
accumulated
amortization
65,879,041.00 3,946,511.00 5,864,796.00 63,960,756.00
1.House, Building
III. Total book value
31,041,484.00 -3,719,954.00 3,863,377.00 23,458,153.00
of investment real
estate
31,041,484.00 -3,719,954.00 3,863,377.00 23,458,153.00
1.House, Building
V. Total book value of
31,041,484.00 -3,719,954.00 3,863,377.00 23,458,153.00
investment real estate
1.House, Building 31,041,484.00 -3,719,954.00 3,863,377.00 23,458,153.00
Unit：RMB
This period
Current amount of depreciation and amortization 3,946,511.00
Accrual amount of impairment provision for investment properties of
0.00
thecurrent period
11. 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
161,276,810.00 35,849.00 100,470,285.00 60,842,374.00
fixed assets
Including ：House and 47,973,327.00 -110,551.00 48,083,878.00
118
深圳中冠纺织印染股份有限公司 2013 年度报告全文
building
Machine equipment 99,308,680.00 98,987,159.00 321,521.00
Transpiration Equipment 4,870,110.00 848,573.00 4,021,537.00
Office Equipment and other 9,124,693.00 35,849.00 745,104.00 8,415,438.00
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
111,245,417.00 394,626.00 76,196,563.00 35,443,480.00
depreciation
Including ：House and
26,436,963.00 108,507.00 -19,401.00 26,564,871.00
building
Machine equipment 75,000,283.00 74,710,846.00 289,437.00
Transpiration Equipment 3,864,419.00 89,729.00 720,762.00 3,233,386.00
Office Equipment and other 5,943,752.00 196,390.00 784,356.00 5,355,786.00
Book balance in Balance in
-- --
year-begin year-end
III. Total book value of
50,031,393.00 -- 25,398,894.00
Fixed assets
Including ：House and
21,536,364.00 -- 21,519,007.00
building
Machine equipment 24,308,397.00 -- 32,084.00
Transpiration Equipment 1,005,691.00 -- 788,151.00
Office Equipment and other 3,180,941.00 -- 3,059,652.00
IV. Total of Devalued
37,614,934.00 -- 18,207,689.00
Provision
Including ：House and
15,466,004.00 -- 15,466,004.00
building
Machine equipment 19,407,245.00 --
Transpiration Equipment 50,276.00 -- 50,276.00
Office Equipment and other 2,691,409.00 -- 2,691,409.00
V. Total book value of Fixed
12,416,459.00 -- 7,191,205.00
assets
Including ：House and
6,070,360.00 -- 6,053,003.00
building
Machine equipment 4,901,152.00 -- 32,084.00
Transpiration Equipment 955,415.00 -- 737,875.00
Office Equipment and other 489,532.00 -- 368,243.00
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
Current depreciation is RMB 394,626.00 . The issue of fixed assets transferred from construction in progress original price is RMB 0.
12. 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
Software 667,583.00 667,583.00
II. Total amount of
10,935,796.00 40,305.00 10,976,101.00
accumulated
10,495,373.00 40,305.00 10,535,678.00
Land Use right
Software 440,423.00 440,423.00
III. Book value of intangible
2,087,924.00 -40,305.00 2,047,619.00
assets
1,860,764.00 -40,305.00 1,820,459.00
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
1,860,764.00 -40,305.00 1,820,459.00
intangible assets
1,860,764.00 -40,305.00 1,820,459.00
Land Use right
Software
The amortization amount is 0.
13.Goodwill
Unit：RMB
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
120
深圳中冠纺织印染股份有限公司 2013 年度报告全文
For the goodwill formed
from holding shares of 5,099,624.00 5,099,624.00
Nanhua Company,
Total 5,099,624.00 5,099,624.00
Statement of basis for impairment testing and provision of goodwill：
14. Deferred income tax assets and deferred income tax liability
1. Confirmed the deferred income tax assets and deferred income tax liability
Recognized deferred income tax assets and deferred income tax liabilities
Unit:RMB
Items Year-end balance Year-beginning balance
Deferred income tax assets:
Deferred income tax liability：
Assessed tax-free periods of time caused by
702,735.00 766,660.00
differences in income
Subtotal 702,735.00 766,660.00
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
Unit:RMB
Amount of temporary differences
Items
At end of term At beginning of term
Differences in taxable items
Revaluation of assets 4,259,000.00 4,646,424.00
Subtotal 4,259,000.00 4,646,424.00
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
Items Deferred Income Tax Temporarily Deferred Income Tax Temporarily
121
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Assets or Liabilities Deductable or Assets or Liabilities Deductable or
at the End of Report Taxable Difference at at the Beginning of Taxable Difference at
Period the End of Report Report Period the Beginning of
Period Report Period
Deferred income tax liability： 702,735.00 766,660.00
Details of taxable differences and deductible differences
Unit：RMB
Items Offsetting Amounts of This Period
Details of taxable differences and deductible differences
The company is reorganized into the shares company after approved by People‘s Bank of China. The increase
value of assets revaluation for its subsidiary of Hong Kong Zhongguan Company can‘t be accounted into the book
value according to the provisions of accounting rules. Also, it can‘t be conducted pre-tax profits deducted,
resulting in the difference between the fixed net assets and tax basis.
15. 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 16,237,188.00 744,711.00 38,034.00 16,943,865.00
2 Inventory impairment
2,565,139.00 2,104,795.00 460,344.00
provision
5. Long-term equity
investment impairment 0.00 0.00
provision
7.Fixed asset impairment
37,614,934.00 19,407,245.00 18,207,689.00
provision
12. Intangible asset
227,160.00 227,160.00
impairment provision
Total 56,644,421.00 744,711.00 21,550,074.00 35,839,058.00
Notes
16. Account payable
（1）Account payable
Unit ：RMB
Items Balance in year-end Balance in year-begin
Over 1 year 3,186,939.00 3,239,571.00
Total 3,186,939.00 3,239,571.00
122
深圳中冠纺织印染股份有限公司 2013 年度报告全文
(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
None
(3)The description of large-sum accounts payable with the age over 1 year:
1.Accounts payable with age over one year included a number of accounts, without single significant amount of
accounts payable.
2. Particulars about the receivable accounts due from shareholders with 5% (5%)or over of the Company‘s
shares
3.Account payables of foreign currency balances
Name Amount at period-end Amount at period-beginning
Former currency Converting RMB Former Converting RMB
rate currency rate
HKD 324,942 0.78623 255,479 324,942 0.81090 263,495
Total 255,479 263,495
17. Advance account
1. Advance account
Unit：RMB
Items Balance in year-end Balance in year-begin
Over 1 year 1,076,531.00 2,778,488.00
Total 1,076,531.00 2,778,488.00
（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
None
（3）The description of large-sum accounts payable with the age over 1 year:
1.Particulars about the receivable accounts due from shareholders with 5% (5%)or over of the Company‘s
shares
2. Advance account of foreign currency balances
Name Amount at period-end Amount at period-beginning
Former Converting rate RMB Former Converting rate RMB
currency currency
123
深圳中冠纺织印染股份有限公司 2013 年度报告全文
USD 96,411 6.09690 587,808 96,411 6.2855 605,991
Total 587,808 605,991
18. 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 618,756.00 2,213,791.00 2,213,791.00 618,756.00
subsidies
2.Employee welfare 105,967.00 105,967.00
3. Social insurance
416,199.00 409,807.00 6,392.00
premiums
Basic old-age
insurance 336,261.00 336,261.00
premiums
Supplementary
79,938.00 73,546.00 6,392.00
pension insurance
IV. Public reserves
66,887.00 66,887.00
for housing
VI.Other 147,924.00 631,577.00 295,297.00 484,204.00
Including:
Union funds and
40,813.00 481,577.00 145,297.00 377,093.00
staff education
fee
Total 766,680.00 3,434,421.00 3,091,749.00 1,109,352.00
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 RMB377,093.00, the amounts of non-monetary
benefits are RMB 0.00, and the compensations for the lifting of labor relations is RMB268,335.86.
The expected release time and amount of staff salary and welfare payable are arranged in the beginning of next
year.
19. Tax Payable
Unit：RMB
Items At end of term At beginning of term
VAT -137,711.00 -139,455.00
Business Tax 205,449.00 147,341.00
Enterprise Income tax 3,590,695.00 1,204,210.00
City Construction tax 17,697.00
124
深圳中冠纺织印染股份有限公司 2013 年度报告全文
House property Tax 7,584.00
Local education surcharges 5,056.00
House property Tax 187,320.00 187,320.00
Land use tax 144,957.00
Stamp Tax 229,144.00 222,658.00
Total 4,250,191.00 1,622,074.00
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.
* Increase of the current corporate income tax mainly due to the profit tax generated from the
disposalofreal estate in Hongkong.
20.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*1
Co., Ltd*2
CITIC Group*2 243,189.00 243,189.00 Capital tense*1
Shenzhen Nanyou (Group)
121,595.00 121,595.00 Capital tense*1
Company*2
Shenye Union（Hongkong）Co., Ltd. 121,595.00 121,595.00 Capital tense*1
HongKong Victor Onward 486,378.00 486,378.00 Capital tense*1
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.
*2 The above three companies are the former shareholders of Nanhuan Company, the subsidiary of the company.
21. Other payable
（1）Other payable
Unit：RMB
Name Balance in year-end Balance in year-begin
Thereinto :Over 1 year 22,663,345.00 30,737,132.00
Within 1 year 1,490,185.00
Total 22,663,345.00 32,227,317.00
125
深圳中冠纺织印染股份有限公司 2013 年度报告全文
(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
None
（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
1.Large amount of closing payables
Items Amount Age Content
Union Development Group 15,303,141 Over 3 years Loan and Interest
State Development & Investment Co., Ltd 3,000,000 Over 3 years Current account
Jinrongyuan Company 1,289,760 Over 3 years Property Deposit
Shenzhen Union Property Group Co., Ltd. 700,734 Over 3 years Loan and Interest
Property Deposit 154,101 Over 3 years Property Deposit
Total 20,447,736
2.Other payables of foreign currency balances
Name Amount at period-end Amount at period-beginning
Former Converting RMB Former Converting RMB
currency rate currency rate
HKD 868,734 0.78623 683,025 868,734 0.81090 704,456
Total 683,025 704,456
22.Other current liabilities
Unit：RMB
Items Year-end balance Year-Beginning balance
Audit fees 1,395,917.00 1,395,917.00
Securities Management 746.00 746.00
Sewage charges 62,600.00 62,600.00
Land use fees 88,000.00 88,000.00
126
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Total 1,547,263.00 1,547,263.00
Statement of other current liabilities：
23. Long-term loan
（1）Long-term loans classifications
Unit：RMB
Items Year-end balance Year-Beginning balance
Loan by pledge 1,101,349.00 1,033,936.00
Total 1,101,349.00 1,033,936.00
Statement on long-term borrowings.
The borrowing was the installment payment for the bousing in Hongkong bought by the subsidiary of the
Company Xingye Company , the mortgage article was the house purchased. The installment payment was HKD 2,
366,000, Which paid in 240 month, from March, 2004. Mortgage rates fall 2.65 percent compared to HK
mortgage bank prime rate. On December 31, 2013, the principal amount of HK $ 1,400,796 (equivalent to RMB
1,101,349 Yuan) was unpaid.
24.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
8,488,953.00 8,230,694.00
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
Guarantee provided by the 3rd party for the leasing finance is amounted to RMB0.
Statement on long-term payables：
When the Company was reorganized into a joint stock company, it obtained the special approval of People's Bank
of China for vesting the appraisal increment from the revaluation of the assets of Hong Kong Victor Onward in
the original shareholders of the Company before reorganization. Such assets were appraised on January 31, 1992.
increment of around HKD 14,754,000 was generated from the assets appraisal and entered the long-term account
payable. Part of it has been used to set off the bad debts of around HKD 4,285,000 incurred before listing. The
original shareholders of the Company before the reorganization agreed not to require reimbursement of such
increment in cash. It will be used to set off the price at which they will subscribe for shares of the Company in the
127
深圳中冠纺织印染股份有限公司 2013 年度报告全文
future. The increase of long-term accounts payable in the report year was caused by change in exchange rate.
25.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.
Liabilities related to government grants
Unit：RMB
The
Balance at the New grants Balance at
non-operating Other Income related to
Liabilities beginning of amount of the end of
revenue amount changes assets
period this period period
of this period
26. 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.
27. 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
128
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Other 10,071,955.00 145,736.00 9,926,219.00
Total 39,790,784.00 145,736.00 39,645,048.00
Statement on capital reserves：
The capital surplus change this year refers to the change of fair value for the financial assets available to sale
this year.
28. 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：
29. Retained profits
Unit：RMB
Extraction or distribution of
Items Amount
the proportion
After adjustments: Retained profits at the period
-116,273,941.00 --
beginning
Add：Net profit belonging to the owner of the
8,214,810.00 --
parent company
Retained profits at the period end -108,059,131.00 --
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.
129
深圳中冠纺织印染股份有限公司 2013 年度报告全文
(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.
30. Business income, Business cost
（1）Business income, Business cost
Unit ：RMB
Items Amount of current period Amount of previous period
Income from Business income 26,998,990.00 11,095,669.00
Business cost 9,461,003.00 5,413,356.00
（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 1,292,308.00 1,282,051.00 1,266,777.00 1,248,550.00
Rent 10,094,737.00 4,602,706.00 9,828,892.00 4,164,806.00
Real estate 15,611,945.00 3,576,246.00
Total 26,998,990.00 9,461,003.00 11,095,669.00 5,413,356.00
（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 1,292,308.00 1,282,051.00 1,266,777.00 1,248,550.00
Rent 10,094,737.00 4,602,706.00 9,828,892.00 4,164,806.00
Disposal of real estate investment 15,611,945.00 3,576,246.00
Total 26,998,990.00 9,461,003.00 11,095,669.00 5,413,356.00
（4）Main Business（Area）
130
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Unit：RMB
Amount of current period Amount of previous period
Name
Business income Business cost Business income Business cost
Domestic 9,553,683.00 4,151,650.00 9,482,107.00 4,261,720.00
Hong Kong 17,445,307.00 5,309,353.00 1,613,562.00 1,151,636.00
Total 26,998,990.00 9,461,003.00 11,095,669.00 5,413,356.00
（5）Total income and the ratio of operating income from top five clients
Unit：RMB
Name Business Income Proportion(%)
China Real Estate (HK)Group
15,611,945.00 57.82%
Co.,Ltd
Shenzhen Jinrongyuan
5,851,500.00 21.67%
Development Co., Ltd.
Zhejiang Helan Industry Co., Ltd. 1,292,308.00 4.79%
SCS Express International Limited 910,364.00 3.37%
Shenzhen Hebainian Investment
600,000.00 2.22%
Development Co., Ltd.
Total 24,266,117.00 89.87%
Notes
31. Business tax and subjoin
Unit ：RMB
Items Same period of the Standard
Report period previous year
Business tax 512,843.00 434,822.00 5%
Urban construction tax 49,528.00 30,438.00 7%
Education surcharge 21,227.00 13,045.00 3%
Local Education surcharge 14,151.00 8,695.00 2%
Total 597,749.00 487,000.00 --
Notes
32.Sales expenses
Unit：RMB
Items Amount of current period Amount of previous period
131
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Wage 238,372.00 242,024.00
Commission payment 19,964.00 12,162.00
Tel and fax 11,177.00 11,011.00
Transportion fees 9,798.00 8,436.00
Travel expenses 6,788.00 7,579.00
ETC 6,613.00 6,460.00
Welfare expenses 4,875.00 3,649.00
Traffic subsidy 2,226.00 3,143.00
Office expenses 315.00 1,214.00
Total 300,128.00 295,678.00
33.Administrative expenses
Unit:RMB
Items Amount of current period Amount of previous period
Wage 2,411,395.00 2,502,121.00
Tax 802,317.00 698,420.00
Water and electricity 614,773.00 631,337.00
Social security 414,936.00 511,603.00
Repair fee 151,694.00 335,545.00
Auto expenses 206,145.00 282,292.00
Social intercourse 329,711.00 258,190.00
Securities management 450,632.00 203,032.00
Board of Director 277,331.00 433,572.00
Office expense 172,844.00 157,858.00
Agency fee 597,195.00 585,032.00
Depreciation fee 249,241.00 131,077.00
Insurance fee 103,905.00 125,319.00
Welfare expense 107,467.00 103,134.00
Lease fee 114,382.00 102,933.00
Property Management 113,322.00 82,266.00
Tel 21,566.00 60,543.00
House fee 71,883.00 58,474.00
Amortization of intangible assets 40,305.00 40,305.00
Union funds 80,116.00 35,181.00
132
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Travel Expenses 83,666.00 10,235.00
Other 658,453.00 219,451.00
Total 8,073,279.00 7,567,920.00
34. Financial Expenses
Unit：RMB
Items Amount of current period Amount of previous period
779,588.00 963,506.00
Interest expenses
-692,072.00 -454,970.00
Interest income
Exchange loss 152,276.00 -962,762.00
Other 7,663.00 10,052.00
Total 247,455.00 -444,174.00
35. Income from fair value fluctuation
Unit ：RMB
Sources Report period Same period of the previous year
Transactional financial assets -25,480.00
Total -25,480.00
Notes
36. Investment income
（1）Investment income
Unit：RMB
Items Amount of current period Amount of previous period
Incomes from disposal of long-term equity
849,782.00 2,576,108.00
investment
Investment income from disposal financial assets 6,045.00
Total 849,782.00 2,582,153.00
（2）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
133
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Hangzhou Bay Company 849,782.00 2,576,108.00 Changes in annual revenue
Total 849,782.00 2,576,108.00 --
Statement on investment gains, please state whether or not there are material constrains on retrieving of
investment gains.
37. Loss of assets impairment
Unit：RMB
Items
Amount of current period Amount of previous period
I.Loss for bad debts 723,554.00 7,424.00
2．Loss for falling price of Inventory 60,921.00
Total 723,554.00 68,345.00
38. 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
1,903,272.00 5,174.00 1,903,272.00
non-current assets
Including：Income from liquidation of
1,903,272.00 5,174.00 1,903,272.00
fixed asset
Other 19,833.00 24,324.00 19,833.00
Total 1,923,105.00 29,498.00 11,532,984.00
Notes
The fixed assets disposal mainly refers to the disposal of idle machinery originally intended to invest into Nanjing
East South Asia Dyeing & Printing Co., Ltd.
39. Non-Operation expense
Unit：RMB
The amount of
Amount of current period Amount of previous
Items non-operating gains &
lossed
period
Total Disposal of loss of non-current assets 32,666.00 32,666.00
Including: Disposal of net loss of fixed assets 32,666.00 32,666.00
Raw material disentangle 101,556.00 101,556.00
Fine expenses 1,500.00
134
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Lawsuit expenses 581,415.00
Total 134,222.00 582,915.00 134,222.00
Notes
40. Income tax expenses
Unit：RMB
Items
Amount of current period Amount of previous period
Adjustment of Deferred income tax -41,238.00 -41,869.00
Income tax for the yea-Hongkong profit tax 2,425,821.00
Total 2,384,583.00 -41,869.00
41. 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 8,214,810 -247,331
company
Non-recurring gain/loss attributable of the parent 2 13,926,118 -547,372
company
Net profit attributable to common share holders 3=1-2 -5,711,308 300,041
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）
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 0.0486 -0.0015
Basic earning pershare（Ⅰ）（Ⅱ） 14=3÷12 -0.0338 0.0018
Diluting potential common share interests 15 —— ——
recognized as expenses
135
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Transformation fees 16 —— ——
Income tax rate 17 25% 25%
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- 0.0486 -0.0015
17)]÷(12+18)
Diluted earning per share（Ⅱ） 19=[3+(15-16)×(1- -0.0338 0.0018
17)]÷(12+18)
42. Other comprehensive income
Unit：RMB
Items Amount of current period Amount of previous period
1.Loss amount produced by sellable financial assets -145,736.00 48,311.00
Subtotal -145,736.00 48,311.00
4. Translating difference in foreign currency financial reports -601,393.00 4,315.00
Subtotal -601,393.00 4,315.00
Total -747,129.00 52,626.00
Notes
43. Notes Cash flow statement
1. Other cash received from business operation
Unit：RMB
Items Amount
Deposit 406,300.00
Cash of interest and charged fee 656,891.00
Total 1,063,191.00
Notes
2. Other cash paid for business activities
Unit：RMB
Items Amount
Water and electricity 614,773.00
Audit expense 526,258.00
Rent fee 114,382.00
136
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Lawyer and legal cost 70,727.00
Social intercourse 327,292.00
Auto fee 206,145.00
Repair fee 151,694.00
Securities management 450,632.00
Office expenses 278,277.00
Board of director 173,454.00
Insurance expenses 103,905.00
Property management 101,362.00
Tel 21,566.00
Deposit 100,280.00
Travel fee 83,666.00
Other 442,444.00
Total 3,766,857.00
Notes
44. 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
Net profit 7,849,904.00 -247,331.00
Add: Impairment loss provision of assets 723,554.00 68,345.00
Depreciation of fixed assets, oil and gas assets and
4,341,137.00 3,514,391.00
consumable biological assets
Amortization of intangible assets 40,305.00 40,305.00
Loss on disposal of fixed assets, intangible assets and other
-13,906,305.00 -5,174.00
long-term deferred assets
Loss of fair value fluctuation on assets 25,480.00
Financial cost 779,588.00 -317,831.00
Loss on investment -849,782.00 -2,582,153.00
Increased of deferred income tax liabilities -63,925.00 -41,675.00
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
Decrease of inventories 101,536.00
Decease of operating receivables 803,763.00 -1,455,914.00
Increased of operating Payable 1,888,833.00 617,139.00
Net cash flows arising from operating activities 1,708,608.00 -384,418.00
II. Significant investment and financing activities that
-- --
without cash flows:
III. Net increase of cash and cash equivalents -- --
Ending balance of cash 63,502,910.00 52,227,262.00
Less: Beginning balance of cash 52,227,262.00 53,399,316.00
Net increase of cash and cash equivalents 11,275,648.00 -1,172,054.00
（2）Composition of cash and cash equivalents
Unit ：RMB
Items Amount of current period Amount of previous period
63,502,910.00 52,227,262.00
I. Cash
41,614.00 66,684.00
Of which: Cash in stock
Bank savings could be used at any time 62,791,182.00 51,492,804.00
Other monetary capital could be used at any time 670,114.00 667,774.00
III. Balance of cash and cash equivalents at the period end 63,502,910.00 52,227,262.00
Notes
VIII. 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
Union Controllin Issue 11/F,Union Dong Production 1,123,887, Union 19247150-
25.51% 25.51%
Holdings g company Bulding,
Binggen
and sale
712 Group 0
138
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Shareholde Shennan ofclothing
r
Zhong and textiles,
Road,Shen and real
zhen estate
Developin
Import &
export
business
Union ―processing
Limited Bulding,She with
Union Actual Dong Union 19033795-
liability nnan Zhong materials‖ 90,606,000 3.36% 3.36%
Group controller Bingen Group 7
Company Road, and
Shenzhen processing
with
imported
materials
Notes
The registered capital of the parent company and its changes
Parent Company Amount at year Amount at year end
beginning Increase in the Decrease in
current period the current
period
Union Group 90,606,000 —— —— 90,606,000
Union Holding 1,123,887,712 —— —— 1,123,887,712
2. Shares or equity held by the parent company and changes
Parent Company Held share amount Held share proportion（%）
Amount at year Amount at year Proportion at Proportion at year
end beginning year end % beginning %
Union Group 5,681,089 5,821,089 3.36 3.44
Union Holding 43,141,032 43,141,032 25.51 25.51
Notes
Union Group holds 31.32% of equity capital of Union Holdings, it controls Union Holdings, and Union Holdings is a controlling
139
深圳中冠纺织印染股份有限公司 2013 年度报告全文
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 69.44% 69.44% 618836600
Company subsidiaries Yongfeng （HKD）
Company
Shenzhen Controlled Limited
East Asia subsidiarie Liability Shenzhen Sun Zhiping Trade 3,000,000 51% 51% 799228355
Company s Company
Limited
Shengzhong Controlled 1,000,000
Liability Hongkong Trade 100% 100%
Co., Ltd. subsidiaries （HKD）
Company
Limited
Xingye Controlled 10,000
Liability Hongkong Trade 100% 100%
Company subsidiaries （HKD）
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
Zhejiang Limited Hanghou Dong Real estate 247,476,832 25% 25% Affiliated 757230553
140
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Union Liability Binggen Exploiters, .6 enterprise
Hangzhou Company Basis
Bay constructio
n
Manageme
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
The related parties controlled the same
China Real Estate (HK)Group Co., Ltd.
Actual controller
Notes
5. Related transactions.
（1）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
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
Union Shenzhen Victor Real estate November 1, October 31, 2014 Agreement 83,520.00
141
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Development Onward 2012
Group
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
6,960. The rent was determined according to market price.
（2）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（%）
China Real
Estate Assets
Sales House Esaluate
(HK)Group Co., Transfter
Ltd.
6. Payables and receivables of the related party
Listed company related party fund
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 299,354.00 299,354.00 299,428.00 299,428.00
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 15,303,141.00 24,748,412.00
Shenzhen Union Property
Other payable 700,734.00 700,734.00
Group Co., Ltd.
IX. Subsequent events
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
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 RMB47,922,9023 to the company for the pecuniary loss of implicative
compensation and undertake the costs of litigation. As of December 31, 2013, Jiangsu Higher People's Court did
not give a judgement.
X. Commitment events.
1.Importance commitment events
1.The external investment contracts and the related financial expenditures which have signed or not yet
completely fulfilled.
By December 31, 2013,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 RMB 30 milli —— RMB 30 million
Can not be relocated
Textile Co., Ltd with on
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, 2013, 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
3.Except for the events described above, As of December 31, 2013, the Group has no other significant
commitment events.
143
深圳中冠纺织印染股份有限公司 2013 年度报告全文
2. Information guaranteed at the former period.
The company has no commitment information guaranteed at the former period.
XI. 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
N/A
XII.Other Important events
1. Leasing
Operation lease assets
Type Year-end balance Year-beginning balance
Cost 87,418,909 96,920,525
House, Building 87,418,909 96,920,525
Accumulated amortization 63,960,756 65,879,041
House, Building 63,960,756 65,879,041
Impairment provision
House, Building —— ——
Book value 23,458,153 31,041,484
House, Building 23,458,153 31,041,484
2.Items related to measurement of fair value
Unit:RMB
Gains and losses Accumulative
Provision for
Amount at the from change of fair change of fair value Aamount at the end
Items impairment made in
beginning of period value in current accounted for as of period
current period
period rights and interests
Financial assets
144
深圳中冠纺织印染股份有限公司 2013 年度报告全文
3.Trading financial assets 751,542.00 -168,600.00 582,942.00
Subtotal 751,542.00 -168,600.00 582,942.00
Total 751,542.00 -168,600.00 582,942.00
Financial liability 0.00 0.00
3.Foreign financial assets and foreign financial liability
Unit:RMB
Gains and losses Accumulative
Provision for
Amount at the from change of fair change of fair value Amount at the end
Items impairment made in
beginning of period value in current eccounted for as of period
current period
period right and interests
Finanical assets
4.Trading financial assets 751,542.00 -168,600.00 582,942.00
Subtotal of financial
751,542.00 -168,600.00 582,942.00
assets
Financial liability 0.00 0.00
4.Other
Description of continuous viability：
Except that Shenzhen East Asia Victor Onward Textile Printing and Dyeing Co., Ltd. is still operating
normally.
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 June 30,2013, Jiangsu Higher
People's Court did not give a judgement.
The Company developed measures to improve the continous viability as the following：
145
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Controlling shareholder of the Company and the management of the company attaches greatimportance to
the company‘s continued operational problems, through a wariety of ways, including saling the assets and
business of the company or its subsidiaries, joint venture or expand an existing business, aiming to improve the
company asset quality, iprofitability, and enhance capacity for sustainable development .
XIII.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
30.27
amount that were 3,461,028.00 3,461,028.00 100% 3,504,328.00 30.52% 3,504,328.00 100%
%
provisioned had debt
preparation separately
Receivables provided bad debt provision in groups
Account receivable with
minor individual amount 69.73
7,974,647.00 7,974,647.00 100% 7,976,100.00 69.48% 7,976,100.00 100%
but bad debt provision is %
provided
Total 11,435,675.00 -- 11,435,675.00 -- 11,480,428.00 -- 11,480,428.00 --
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
Shengzhong Company 1,352,433.00 1,352,433.00 100% Aging long
Carnival Index International Ltd 1,098,549.00 1,098,549.00 100% Aging long
The company insol
TAI YANG ENTERPRISE CO.,LTD. 1,010,046.00 1,010,046.00 100% vent, to be cance
led
146
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Total 3,461,028.00 3,461,028.00 -- --
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 573,536.00 573,536.00 100% Aging long
Grateful Textiles Co.,Ltd 566,661.00 566,661.00 100% Aging long
Shenzhen Ffangzhou Aging long
468,502.00 468,502.00 100%
Textiles Co.,Ltd
World Fabrica (Int'l) Ltd 465,126.00 465,126.00 100% Aging long
Ezhou Xiangya Aging long
368,943.00 368,943.00 100%
Garments Co., Ltd.
Tak Shing Buying Office Aging long
333,502.00 333,502.00 100%
Led
Shenye Union（HK） Aging long
299,354.00 299,354.00 100%
Co.,Ltd.
Panther Fabric Ltd. 295,088.00 295,088.00 100% Aging long
Changshu Zhongjiang Aging long
Garments Import & 283,539.00 283,539.00 100%
Export Co., Ltd.
Starline Textile CO.Ltd. 282,234.00 282,234.00 100% Aging long
Nissho Iwai HK Corp Aging long
215,229.00 215,229.00 100%
Ltd.
Unimix Ltd. 192,891.00 192,891.00 100% Aging long
Tai Hing Linings Co Ltd 191,295.00 191,295.00 100% Aging long
Human Changpuan Aging long
185,981.00 185,981.00 100%
Garment
Ningbo Youngor Aging long
181,490.00 181,490.00 100%
Fukurmura Uniforms
147
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Win favour development Aging long
146,600.00 146,600.00 100%
ltd
Speedy Textiles Co 146,502.00 146,502.00 100% Aging long
Lin Feng Textile Co. 135,686.00 135,686.00 100% Aging long
Jicheng General Co., Ltd. 131,954.00 131,954.00 100% Aging long
Millionaire(HK)Weaving Aging long
124,249.00 124,249.00 100%
Ltd.
Leader Day Ltd. 121,930.00 121,930.00 100% Aging long
Tex Mate Fabrics (HK) 110,024.00 110,024.00 100% Aging long
New Design Textiles Ltd. 109,178.00 109,178.00 100% Aging long
Deep Success Industrial Aging long
102,606.00 102,606.00 100%
Ltd
Wynvaye Industrial Co 101,030.00 101,030.00 100% Aging long
Other 1,841,517.00 1,841,517.00 100% Aging long
Total 7,974,647.00 7,974,647.00 -- --
（2）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
None
（3） The front 5 units‘ information of the account receivable
Unit ：RMB
Relation with the Portion in total other
Name Amount Ages
Company receivables (%)
Shengzhong Company Subsidiary 1,352,433.00 Over 3 years 11.83%
Carnival Index
Non-related parties 1,098,549.00 Over 3 years 9.61%
International Ltd
TAI YANG
Non-related parties 1,010,046.00 Over 3 years 8.83%
ENTERPRISE CO.,LTD.
Fly Dragon International Non-related parties 573,536.00 Over 3 years 5.02%
Grateful Textiles Co.,Ltd Non-related parties 566,661.00 Over 3 years 4.96%
Total -- 4,601,225.00 -- 40.25%
148
深圳中冠纺织印染股份有限公司 2013 年度报告全文
（4）Account receivable from Related parties
Unit：RMB
Unit name Relation with the company Amount Percentage of account receivable
Shengzhong Company Subsidiary 1,352,433.00 11.83%
Shenzhen East Asia Subsidiary 63,982.00 0.56%
The related parties controlled
Shenye Union（HK）Co., Ltd. 299,353.00 2.62%
the same Actual controller
Total -- 1,715,768.00 15.01%
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 98.78 98.64
84,734,453.00 3,881,909.00 4.58% 76,596,952.00 3,881,950.00 5.07%
bad debt provision provided % %
individually
Other Receivables provided bad debt provision in groups
Deposit group 114,832.00 0.13% 103,784.00 0.13%
Subtotal of group 114,832.00 0.13% 103,784.00 0.13%
Other Account receivable
with minor individual
928,995.00 1.08% 928,995.00 100% 950,112.00 1.23% 950,112.00 100%
amount but bad debt
provision is provided
Total 85,778,280.00 -- 4,810,904.00 -- 77,650,848.00 -- 4,832,062.00 --
Statement on Other receivable:
Other Receivable accounts with large amount individually and bad debt provisions were provided
√Applicable □not Applicable
Unit：RMB
149
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Description of other
Book balance Bad debt provision Proportion Reason
receivable accounts
Victor Onward
57,901,294.00 ---
Textile(HK)Co., Ltd.
Nanhua Company 22,951,250.00 ---
The company
Shenzhen East Asia 513,539.00 513,539.00 100% insolvent, to be
canceled
CCB.Guangdong Shunde
1,080,000.00 1,080,000.00 100% Aging long
branch
Changzhou Dongfeng Aging long
Textile Printing & dyeing 975,000.00 975,000.00 100%
Equipment Co., Ltd.
Nanjing East Asia 1,313,370.00 1,313,370.00 100% Aging long
Total 84,734,453.00 3,881,909.00 -- --
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., 673,005.00 673,005.00 100% 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
150
深圳中冠纺织印染股份有限公司 2013 年度报告全文
Shenzhen Design
Institute of Ministry
of Machinery 30,000.00 30,000.00 100% Aging long
Industry Shanghai
Branch
Other 10,990.00 10,990.00 100% Aging long
Total 928,995.00 928,995.00 -- --
（2）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
None
（3） 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
57,901,294.00 Over 3 years 67.5%
Textile(HK)Co., Ltd.
Nanhua Company Subsidiary 22,951,250.00 Over 3 years 26.76%
Nanjing East Asia Non-Related parties 1,313,370.00 Over 3 years 1.53%
CCB.Guangdong Shunde
Non-Related parties 1,080,000.00 Over 3 years 1.26%
Branch
Changzhou Dongfeng
Textile Printing & dyeing Non-Related parties 975,000.00 Over 3 years 1.14%
Equipment Co., Ltd.
Total -- 84,220,914.00 -- 98.19%
(4)The Other accounts receivable from the Related parties
Unit：RMB
Name Relation with the Company Amount Proportion(%)
Victor Onward
Subsidiary 57,901,294.00 67.5%
Textile(HK)Co., Ltd.
Nanhua Company Subsidiary 22,951,250.00 26.76%
Shenzhen East Asia Subsidiary 513,539.00 0.6%
Total -- 81,366,083.00 94.86%
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
3. .Long –term stocks equity investment
Unit ：RMB
Explanati
on of
diffidence
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
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
Income from Business income 3,067,093.00 2,834,664.00
Total 3,067,093.00 2,834,664.00
Business cost 1,619,224.00 1,585,723.00
（2）Main business（Production）
Unit：RMB
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
Amount of current period Amount of previous period
Name
Business income Business cost Business income Business cost
Sales adhesive short fiber 1,292,308.00 1,282,051.00 1,266,777.00 1,248,550.00
Rent 1,774,785.00 337,173.00 1,567,887.00 337,173.00
Total 3,067,093.00 1,619,224.00 2,834,664.00 1,585,723.00
（3）Total income and the ratio of operating income from top five clients
Unit:RMB
Name Business Income Proportion(%)
Zhejiang Helan Industry Co., Ltd. 1,292,308.00 42.14%
Liang Lingcheng 529,200.00 17.25%
Jishunda Automobile drier training Company 132,000.00 4.3%
Zhong Laikun 120,000.00 3.91%
Chen Shen 115,160.00 3.76%
Total 2,188,668.00 71.36%
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
6,045.00
available-for-sale financial assets
Total 6,045.00
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 -2,537,404.00 -2,566,647.00
Add： Provision for impairment of assets -21,157.00 61,132.00
Depreciation of fixed assets, oil and gas assets and consumable
337,173.00 337,173.00
biological assets
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
Amortization of intangible assets 40,305.00 40,305.00
The losses on the disposal of fixed assets, intangible assets and other
-1,896,345.00 -5,174.00
long-term assets
Loss of fair value fluctuation on assets 25,480.00
1,889,326.00 -2,253,351.00
Financial cost
-6,045.00
Loss on investment
Decrease of inventories 101,536.00
Decrease of operating receivable -9,820,188.00 -1,455,914.00
Increase of operating receivables 19,271.00 1,603,383.00
Net cash flows arising from operating activities -11,887,483.00 -4,219,658.00
II. Significant investment and financing activities that without cash
-- --
flows
III. Net increase of cash and cash equivalents -- --
Ending balance of cash 10,557,501.00 17,293,509.00
Less: Beginning balance of cash equivalents 17,293,509.00 21,483,163.00
Net increase of cash and cash equivalents -6,736,008.00 -4,189,654.00
XIV. Supplement information
1. Particulars about current non-recurring gains and loss
Unit:RMB
Items Amount Notes
Non-current asset disposal gain/loss(including the
write-off part for which assets impairment provision is 13,906,305.00
made)
Other non-operating income and expenditure beside for the above
19,813.00
items
Total 13,926,118.00 --
The government grants recognized as the current profits and losses are the regular projects of profits and losses,
which should be explained and disclosed the identification reasons one by one.
□ Applicable √ Not applicable
2 Return on net assets and earnings per share
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
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
6.70% 0.0486 0.0486
shareholders of Company.
Net profit attributable to the Common stock
shareholders of Company after deducting of -4.66% -0.0338 -0.0338
non-recurring gain/loss.
3. Abnormal items of main financial statements and reasons for abnormality
1.The items in year-end consolidated balance sheet which change greatly over the beginning of year are listed as follows:
Items Amount at the Amount in Chaged Remark
period end year-begin （%）
Prepayments 25,192 176,443 (85.72) Payment in advance decreased because
the prepayment made by Victor Onward
Hong Kong, a subsidiary of the Company,
for decoration was carried forward in the
report year.
Interests receivable 79,340 38,414 106.54 Interest receivable increased due to
interest accrual from inmature time
deposit.
Inventories --- 101,536 (100) Inventories decreased due to disposal of
slow moving inventory in the report year.
Fixed assets 7,191,205 12,416,459 (42.08) Fixed assets decreased due to disposal of
idle machine and equipment in the report
year.
Advance receipts 1,076,531 2,778,488 (61.25) Advance receipts decreased because the
advance receipts from disposal of
machinery and equipment were carried
forward after completion of transactions
in the report year.
Remuneration payable 1,109,352 766,680 44.70 Remuneration payable to staff and
to staff and workers workers increased because the
remuneration payable to the board of
directors was not paid yet at the end of the
year.
Taxes and levies 4,250,191 1,622,074 162.02 Taxes and levies payable increased due to
payable provision for profit tax in respect of the
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
disposal of real estate for investment in
Hong Kong in the report year.
The items in consolidated profit statement for the report year which change greatly over the previous year are listed as follows:
Items Amount at the Amount in Chaged Remark
period end year-begin （%）
Operating income 26,998,990 11,095,669 143.33 Operating income increased due to the
disposal of real estate for investment in
Hong Kong in the report year.
Operating cost 9,461,003 5,413,356 74.77 Operating cost increased due to the
change in exchange gains and losses in
the report period.
Financial cost 247,455 (444,174) 155.71 Operating cost increased due to the
change in exchange gains and losses in
the report period.。
Assets impairment 723,554 68,345 958.68 Assets impairment loss increased due to
loss increase of provision for bad debts in the
report period.
Investment income 849,782 2,582,153 (67.09) Investment income decreased due to
decrease of profits of affiliated companies
in the report period.
Non-operating 1,923,105 29,498 6419.44 Non-operating income increased due to
income the disposal of real estate for investment
in Hong Kong in the report year.
Non-operating 134,222 582,915 (76.97) Non-operating expenses decreased
expenses because the Company 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 paid
relevant legal costs in the previous year
while there was no such expenditure of
big amount in the report year.
Income tax 2,384,583 (41,869) 5795.34 Income tax expenses increased due to
expenses generation of profit tax in respect of the
disposal of real estate for investment in
Hong Kong in the report year.
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深圳中冠纺织印染股份有限公司 2013 年度报告全文
X1. Documents available for inspection
1.The Annual report 2013;
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.
This Report has been prepared in both Chinese and English. In case of any discrepancy, the Chinese version shall prevail.
Please pay attention.
The Board of Directors of Shenzhen Victor Onward Textile Industrial Co., Ltd.
February 26, 2014
157
