深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Shenzhen Victor Onward Textile Industrial Co., Ltd.
2014 Annual Report
February 2015
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
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 profit distribution proposal reviewed and approved by the boarding meeting was summarized as follows: 0 for
the base, the Company would distribute cash dividend to all the shareholders at the rate of CNY 0.00 for every 10
shares (with tax inclusive) ，0 bonus shares（including tax）and no reserve would be converted into share capital
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 2014 年年度报告全文
Table of Contents
2014 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. Situation of the Preferred Shares
VIII. Information about Directors, Supervisors and Senior Executives
IX. Administrative structure
X. Internal Control
XI. Financial Report
XII. Documents available for inspection
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
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 2014 年年度报告全文
Indication of major risks
On October 15, 2014 announcement of the "Shenzhen Victor Onward Textile Industrial Co., Ltd.
major assets and issue shares to buy assets and plans to raise matching funds"and" Special risk War
ning " make description of the risk factors for the major asset reorganization plan, please carefully r
ead the investor risks content . At present, the matter remained uncertain, please pay attention to the
investment risks.
This report has Chinese and English version, if any ambiguity or discrepancy, the Chinese version shall
prevail, hereby to notice.
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
II. Basic Information of the Company
1. Company Information
Stock abbreviation Victor Onward A, Victor Onward B Stock code： 000018、200018
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 (If any) 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
3. Information disclosure and placed
Newspapers selected by the Company for information
Securities Times and Hongkong Commercial Daily.
disclosure
Internet website designated by CSRC for publishing
http: // www.cninfo. com. cn
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
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
placed
4.Changes in Registration
Number of Business
Authority Registered License of Taxation
Date of Registration Organization Code
with Enterprise as Legal Registration No.:
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)
5. 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 2014 年年度报告全文
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
2014 2013 2012
（％）
Operating Gross income（RMB） 11,015,403.00 26,998,990.00 -59.20% 11,095,669.00
Net profit attributable to the
shareholders of the listed company 4,290,905.00 8,214,810.00 -47.77% -247,331.00
（RMB）
Net profit after deducting of
non-recurring gain/loss attributable
2,984,009.00 -5,711,308.00 -152.25% 300,041.00
to the shareholders of listed
company（RMB）
Cash flow generated by business
1,381,988.00 1,708,608.00 -19.12% -384,418.00
operation, net（RMB）
Basic earning per
0.0254 0.0486 -47.74% -0.0015
share(RMB/Share)
Diluted gains per
0.0254 0.0486 -47.74% -0.0015
share(RMB/Share)(RMB/Share)
Net asset earning ratio（%） 3.35% 6.70% -3.35% -0.21%
End of End of Changed over last year End of
2014 2013 （％） 2012
Gross assets（RMB） 184,418,905.00 170,502,789.00 8.16% 172,002,557.00
Shareholders’ equity attributable to
shareholders of the listed company 131,266,672.00 126,320,072.00 3.92% 118,852,391.00
（RMB）
II.The differences between domestic and international accounting standards
1.Simultaneously pursuant to both Chinese accounting standards and international accounting standards disclosed in the financial
reports of differences in net income and net assets.
□ Applicable √Not applicable
No difference .
2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards.
□ Applicable √Not applicable
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
No difference .
III．Items and amount of non-current gains and losses
√ Applicable □ Not applicable
In RMB
Items Amount (2014) Amount (2013) Amount(2012) Notes
Non-current asset disposal
gain/loss(including the write-off part for 1,272,369.00 13,906,305.00 5,174.00
which assets impairment provision is made)
Except the effective hedge business related
to the normal operation business of the
Company, the profit and loss in the changes
of fair values caused by the holding of
tradable financial assets and tradable 6,045.00
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
34,527.00 19,813.00 -558,591.00
beside for the above items
Total 1,306,896.00 13,926,118.00 -547,372.00 --
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
In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of
extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to
the Public --- Extraordinary Profit/loss.
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
IV. Report of the Board of Directors
I. General
1. Business highlights
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 two subsidiaries had suspended business. cancellation of a subsidiary,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 income from house
rent was the main part of net inflow of cash and the source of income from main operation.
2. The risks that the Company is facing and countermeasures
Production suspense brought significant influence on the production and operating activities and continuous dev
elopment of the Company. On June 16, 2014, the company began planning a major reorganization of assets. On O
ctober 13, 2014 the 16th meeting of sixth session of the board of directors examined and adopted the " Shenzhen
Victor Onward Textile Industrial Co., Ltd. major assets replacement and issue shares to buy assets and related tran
sactions and raise matching funds plan" and other related proposals. At present, the company and the related partie
s are actively promoting the work of the major asset restructuring to make the production and operation of the co
mpany smoothly as soon as possible.
II. Analysis on principal Business
I. General
Progress of development strategy and operation plans in this period that are disclosed by the company in the previous annual reports.
This year the company headquarters and its subsidiaries lease unused property. Reasons for difference of actual operation
performance has 20% lower or higher than profit forecast of the Year disclosed
□ Applicable√ Not applicable
The main changes in the business model.
□ Applicable√ Not applicable
2. Revenue
Notes
Scope of key business :Production and sales of textile products, necessary raw materials, auxiliary materials, various fabrics and
garments and provision of relevant services.
In 2014, the total income from main operation was RMB 11,015,403, All are rental income.
Is the income from sales in kind greater than the service income?
□ Yes √ No
Significant orders in hand
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
□ 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) 0.00
Proportion of sales to top 5 customers in the annual
0.00%
sales(%)
Information of the Company’s top 5 customers
□ Applicable√ Not applicable
Other explain :
□ Applicable√ Not applicable
3.Costs
Classification of Industry
In RMB
2014 2013
Classification of Proportion in Increase/Decrease
Items Proportion in
industry Amount Amount operation costs (%)
operation costs(5(
(%
Textile Industry 1,282,051.00 13.55% -13.55%
Leasing Industry 3,760,752.00 100.00% 4,602,706.00 48.65% 51.35%
Real estate
3,576,246.00 37.80% -37.80%
Industry
Classification of products
In RMB
2014 2013
Classification of
Proportion in Proportion in Increase/Decrease
products Items
Amount operation Amount operation (%)
costs(%) costs(%)
Sales of
viscosestaple 1,282,051.00 13.55% -13.55%
fiber
Leasing 3,760,752.00 100.00% 4,602,706.00 48.65% 51.35%
The disposal of
real estate 3,576,246.00 37.80% -37.80%
investment
Notes
The financial expenses for 2014 were RMB3,760,752, which decreased by RMB 5,700,251 and 59.20% over those for 2013 (RMB
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
5,700,251), Mainly due to the disposal of an investment property last year led to changes in the amount of housing depreciation.
Principal suppliers
Total sales volume of top 5 clients (RMB) 0.00
Percentage of total sales volume of top 5 clients in total
0.00%
annual sales volume （%）
Information about the top 5 suppliers
□ Applicable√ Not applicable
Other explain
□ Applicable√ Not applicable
4.Expenses
Administration expenses for 2014 were RMB 11,015,403,which increased by RMB 3,816,392 and 47.27% over those for 2013
(RMB 8,073,279), The increase was mainly due to payment of attorneys' fees RMB 2.4 million, major restructuring agency audit
assessment fees RMB 1.15 million and retiree welfare spending; The financial expenses for 2014 were RMB-269,568, which
decreased by RMB 517,023 and 208.94% over those for 2013 (RMB247,455) Decrease is mainly due to increase in deposit interest
income; Income tax were RMB453,676, which decreased by RMB 1,930,907 and 80.97% over those for 2013(RMB 2,384,583),
Mainly due to the disposal of investment property of Hongkong Zhongguan did not realize gains generated profits tax.
5.Cash Flow
In RMB
Items 2014 2013 Increase/Decrease(%)
Subtotal of cash flow received
12,624,954.00 12,450,237.00 1.40%
from operation activities
Subtotal of cash flow paid for
11,242,966.00 10,741,629.00 4.67%
operating activities
Net cash flow arising from
1,381,988.00 1,708,608.00 -19.12%
operating activities
Subtotal of investment activity
12,207.00 20,749,535.00 -99.94%
cash inflows
Subtotal of investment activity
5,178.00 36,411.00 -85.78%
cash outflows
Net cash flow arising from
7,029.00 20,713,124.00 -99.97%
investment activities
Subtotal of fund raising activity
6,413,997.00 10,124,439.00 -36.65%
cash outflows
Net cash flow arising from
-6,413,997.00 -10,124,439.00 -36.65%
raising activities
Net increase in cash and cash
-4,888,706.00 11,275,648.00 -143.36%
equivalents
Notes to the year-on-year change of the relevant data by over 30%
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
√Applicable □Not applicable
Cash inflow from investing activities decreased over the previous year mainly due to the disposal income of Cheung Sha Wan
Road, Kowloon, Hong Kong, China Innovation Center 1801-1804 889 room property of RMB 15.61 million. This year, printing and
dyeing equipment disposal income of RMB 5.13 million did not occur, Decrease in net cash flow from financing activities was
mainly due to related parties Hualian Group paid the previous year compared with last year this year to reduce the loan principal.
Notes to the big difference between cash flow from operating activities and net profit in the reporting year
√Applicable□Not applicable
The significant difference between cash flow from operating activities and net profit this year in the reporting period is due to the
company's net profit this year is an important source of associates Zhejiang Hualian Hangzhou Bay Chuangye Co., Ltd. RMB 8.73
million of investment income.
III. Composition of principal businesses
In RMB
Increase/decrease Increase/decrease
Increase/decrease
of principal of gross profit
of reverse in the
Operating Gross profit business cost over rate over the
operating costs same period of
revenue rate(%) the same period same period of
the previous
of previous year the previous year
year(%)
(%) (%)
Industry
Textile Industry -100.00% -100.00% -0.79%
Lease Industry 11,015,403.00 3,760,752.00 65.86% 9.12% -18.29% 11.46%
Real estate -100.00% -100.00% -77.09%
Product
Sale viscose
-100.00% -100.00% -0.79%
staple fiber
Leasing 11,015,403.00 3,760,752.00 65.86% 9.12% -18.29% 11.46%
The disposal of
real estate -100.00% -100.00% -77.09%
investment
District
Domestic 9,617,476.00 2,911,069.00 69.73% 0.67% -29.88% 13.19%
Hong Kong 1,397,927.00 849,683.00 39.22% -91.99% -84.00% -30.35%
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
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
IV. Analysis on Assets and Liabilities
1.Significant Change in assets
In RMB
End of 2014 End of 2013
Proportion
Proportion in
increase/de Notes to the significant change
Amount the total
crease (%)
assets(%)
Charge Recombinant Margin of
Monetary capital 73,614,204.00 39.92% 63,502,910.00 37.24% 2.68%
RMB 15 million this period
Accounts
0.00 0.00% 0.00 0.00% 0.00%
receivable
Inventories 0.00% 0.00% 0.00%
Real estate for
25,943,393.00 14.07% 23,458,153.00 13.76% 0.31%
investment
Long-term equity Changes in investment gains and
75,816,615.00 41.11% 66,931,685.00 39.26% 1.85%
investment losses
Disposal of printing machinery and
Fixed assets 1,327,230.00 0.72% 7,191,205.00 4.22% -3.50%
equipment effect last year
2.Significant Change in Liabilities
In RMB
2014 2013 Proportio
n
Proportion in
increase/d Notes to the significant change
Amount the total
ecrease(%
assets (%)
)
Long-term loan 1,009,719.00 0.55% 1,101,349.00 0.65% -0.10%
Union RMB 6.29 million loan principal
Other payables 31,491,092.00 17.08% 22,663,345.00 13.29% 3.79% payments, collect RMB 15 million
deposit
3.Assets and liabilities Measured with Fair value
√Applicable □Not applicable
In RMB
Gain/loss on Cumulative fair Impairment Purchased
Amount at year Sold amount in Amount at year
Item fair value value change provisions in amount in the
the reporting
beginning change in the recorded into the reporting reporting end
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
reporting equity period period period
period
Financial assets
3.Financial
assets available 582,942.00 285,600.00 584,900.00
for sales
Subtotal of
582,942.00 285,600.00 584,900.00
Financial assets
Aforementione
582,942.00 285,600.00 584,900.00
d 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
√Applicable □Not applicable
External investment
Investment Amount in 2014(RMB) Investment Amount in 2013(RMB) Change rate
0.00 0.00 0.00%
Particulars of investees
Companies Principal business Proportion in the investees’ equity (%)
Zhejiang Union Hangzhou Bay Chuangye
Real estate 25.00%
Co., Ltd.
（2）Holding of the equity in other Listing Company
□ Applicable√ Not applicable
N/A
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
2.Analysis on principal subsidiaries and Mutual Shareholding Companies
√Applicable □Not applicable
Particulars about the principal subsidiaries and Mutual shareholding companies
In RMB
Leading Total Operating
Company Company Sectors Registered Net assets Turnover Net Profit
products assets(RMB profit
Name type engaged in capital (RMB) (RMB) (RMB)
and services ) (RMB)
Hong Kong
Victor Textile Textile 2,400,002 129,948,68 59,220,102. 1,397,927.0 8,812,797.0 8,398,646.0
Subsidiary
Onward industry trade （HKD） 0.00 00 0 0 0
Co.Ltd
Textile
Nanhua Textile 85,494,700 24,410,344. -15,894,838 6,592,000.0 1,364,682.0
Subsidiary Printing and -121,946.00
Company industry （HKD） 00 .00 0 0
dyeing
Zhejiang
Union
Real estate
Hangzhou Shareholding Real estate 247,476,83 1,729,028,7 341,330,47 76,250,974. 37,729,584. 34,972,162.
Develop
Bay companies Industry 2.6 70.00 9.00 00 00 00
ment
Chuangye
Co., Ltd.
Particulars about the principal subsidiaries and Mutual holding companies
Acquirement and disposal of subsidiaries in the Reporting period
√Applicable □Not applicable
The purpose of the acquisition Acquisition and disposal
Impact on the overall
Company name and disposal of subsidiaries method of subsidiaries during
production and performance
during the reporting period the reporting period
December 12, 2014, the
Registrar of Companies in
Shengzhong Enterprise Co.,
Hong Kong SAR completed Dissolution No significant effect
Ltd.
deregistration, has been
dissolved.
VII. Prediction of business performance for January -March 2015.
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
Fore notice of earning :Losses
Type of data filet for the prediction
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Same period of
Year beginning to end of next
the previous Increase or decrease%
report period
year
Estimated amount of
accumulative net -200 -- 0 -114 -- -75.44% -- 0.00%
profit(RMB’0000)
Basic earnings per shares
-0.012 -- 0 -0.007 -- -71.43% -- 0.00%
(Yuan/share)
Due to loss of real estate projects of Zhejiang Union Hangzhou Bay Ventures Co., Ltd. Accounted
Notes to fore notice of
for on equity basis, the accumulative net profit for the period from January 2015 to March 2015 is
earnings
estimated to be loss and about RMB -2 million to RMB 0.
VIII. Special purpose principal under the control of the Company
□ Applicable√ Not applicable
IX. Development prospect
June 2014 the company began major reorganization of assets, is planned and under progress. If the company can complete
major asset restructuring, hollow core business operations and sustainability issues will be solved.
X. Explanation of the Board of Directions Concerning the ― non-standard audit report‖ issued by the CPAs firm for the reporting
period.
√ Applicable □Not applicable
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 2014 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 13 of 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,
Da Hua certified Public Accountants[2015] No.000917 issued an unqualified auditor's report with highlighted paragraphs to the Com
pany on February 9, 2015.completed the audit of the financial statements of the Company for 2014 and issued unqualified auditor's
report with paragraph of emphasized matters for the Company's financial statements for 2014. In accordance with No. 14 Rule for
Preparation and Report of Information Disclosure by Companies Publicly Issuing Securities - Non-standard Unqualified Audit
Opinions and Treatment of Matters Involved Therein, relevant notes are as follows:
As noticed by Shine Wing Certified Public Accountants during audit, Since March 2007, Shenzhen Victor Onward Textile Industrial
Co., Ltd. stopped production and dismissed most of workers. The company currently only had house leasing business. Except that
Shenzhen East Asia Victor Onward Textile Printing and Dyeing Co., Ltd. is still operating normally, other 5 subsidiaries controlled
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
by the Company have stopped operation or are maintaining daily operation by house property lease.
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.
4. Extent of influence of this matter on the Company:
The matter of the company temporarily did not have delisting influence.5.The possibility of eliminating this matter and its
influence:
The company stopped textile industry, does not have the printing and dyeing processing capacity, hollow core business
problem is serious, sustainable business faces major problems. Company with a positive attitude has been seriously looking for a new
business direction, also conducted a wide range of research and exploration. Currently, the company currently steadily carry forward
major asset reorganization.
6.The concrete measures of eliminating this matter and its influence
June 2014 the company began major reorganization of assets, is planned and under progress. If the company can complete
major asset restructuring, hollow core business operations and sustainability issues will be solved.
XI. Explain change of the accounting policy, accounting estimate and measurement methods as compared with the financial
reporting of last year.
√ Applicable □Not applicable
Changes in accounting policies
In 2014, the Ministry of Finance issued and amended a series of enterprise accounting principles. As required, the Company started
from July 1, 2014 to execute such new accounting policies and make adjustments on its financial statements. It has produced the
following effects on financial statements:
Effects on consolidated financial statements
1) In accordance with Enterprise Accounting Principle 30 – Presentation of Financial Statements, other comprehensive
proceeds and currency translation differences that originally are counted in capital reserve shall be reported as other comprehensive
proceeds item and the year beginning amounts shall be adjusted retrospectively and reported. The following is the effects of
retrospective adjustments:
Items January 1, 2013 December 31, 2013
Before adjustment Aft e r a dj ustme n t Before adjustment Aft e r a dj ustme n t
C a p i t a l r e s r v e 39,790,784 39,683,122 39,645,048 39,391,650
Currency translation differences (116,273,941) --- (1,112,992) ---
Other comprehensive proceeds --- (116,166,279) --- -685,567
Total (76,483,157) (76,483,157) 38,532,056 38,532,056
2) In accordance with Enterprise Accounting Principle 30 – Presentation of Financial Statements, deferred proceeds shall be
separately reported and the year beginning amounts shall be adjusted retrospectively and reported. The following is the effects of
retrospective adjustments:
Items January 1, 2013 December 31, 2013
18
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Before adjustment Aft e r a dj ustme n t Before adjustment Aft e r a dj ustme n t
Deferred income --- 836,792 --- 836,792
Ohter Non-current liability 836,792 --- 836,792 ---
Total 836,792 836,792 836,792 836,792
XII. Explain retrospective restatement due to correction of significant accounting errors in the reporting period.
□ Applicable√ Not applicable
N/A
XIII. Explain change of the consolidation scope as compared with the financial reporting of last year.
√ Applicable □Not applicable
Included in the consolidated financial statements this period compared to the previous period, one entity decreased, including: No
longer consolidated in financial statements this period subsidiaries, special purpose entities, operating entity lost control by way
of entrusted or lease operation control.
Name Reason
Shenghong Enterprise Co., Ltd. December 12, 2014, the Registrar of Companies in Hong Kong SAR
completed deregistration, has been dissolved.
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
Compliance with regulations and requirements
of association or shareholders' meeting resolutions:
Whether dividends standard and proportion are clear Dividends standard and proportion are clear
Whether decision making and supervision mechanism for profit
distribution are completed Decision making and supervision mechanism for profit
19
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
distribution are completed
Independent directors implemented the status of the company's
Whether independent directors perform their duties responsibly
profit distribution plan for the effective oversight and
and play its due role:
independent opinion
whether the Minority shareholders have adequate opportunity to Minority shareholders have adequate opportunity to express their
express their views and aspirations and Their legitimate rights views and aspirations，Their legitimate rights and interests have
and interests have been fully protected been fully protected
Whether the Cash dividend policy to adjust or change the
Conditions and procedures arecompliant and transparent.
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 2012.
As audited by Shinewing 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 of RMB 2,384,583, 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.
Profit distribution preplan for 2014：
1 As audited by Da Hua Certified Public Accountants(Special General Partnership) , the total profit of the Company for 2014 is
RMB4,740,872 , After deduction of minority gains and losses of RMB-3,709 and income tax expenses of RMB 453,676, net profit is
RMB4,290,905,the total year-end undistributed profit is RMB-103,768,226. The Company is neither to distribute profit nor to
capitalize capital surplus for the current year.
2. According to the decisions of the 18th meeting of the sixth board of directors of the Company held on February 9, 2015, the
Company will neither distribute profit nor capitalize capital surplus for 2014 and will use the profit to make up the losses of the
previous year.
The above profit distribution preplan is to be submitted to 2014 annual shareholders' general meeting for examination.
3.. The reason for no profit distribution for 2014, 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 2014 and will use the profit to make up the losses of the
previous year.
20
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
4.The independent opinions expressed by the independent directors of the Company on the profit distribution preplan made by the
board of directors for 2014
In the opinion of the independent directors, the Profit Distribution Preplan for 2014 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 2014 was approved. It was also approved to submit this
preplan to 2014 annual shareholders' general meeting of the Company for examination.
Dividend distribution of the latest three years
In RMB
Net profit
Ratio in net profit
attributable to the Amount of cash Proportion of cash
attributable to the
Cash dividend over of the parent dividends from cash dividends from cash
Year parent company in
(Including Tax) company in the offer to repurchase offer to repurchase
the consolidated
consolidated shares of the funds shares of the funds
financial statements
financial statements
2014 4,290,905.00
2013 8,214,810.00
2012 -247,331.00
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
□ Applicable√ Not applicable
The Company will neither distribute profit nor capitalize capital surplus for 2014 and will use the profit to make up the losses of the
previous year.
XVI. Social responsibility
√Applicable □ Not applicable
(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.
21
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
(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.
Whether the listed company and its subsidiaries belong to the heavy polluting industries regulated by the state environmental
protection department.
□ Yes √ No □ Not applicable
Whether the listed company and its subsidiary exist the major social security issues.
□ Yes √ No □ Not applicable
Whether has been punished during the report period.
□ Yes √ No □ Not applicable
XVII. Statement of such activities as reception, research, communication, interview in the reporting period
√Applicable □ Not applicable
Discussion topics and
Reception time Reception place Way of reception Types of visitors Visitors received
provision of materials
BOD office of the Inquiry of the company's
April 3, 2014 By phone Individual Investor
Company business situation
BOD office of the Inquiry of company
June 30,2014 By phone Individual Investor
Company restructuring
BOD office of the Inquiry of progress in
December 25, 2014 By phone Individual Investor
Company restructuring
Reception times 49
Reception agency amount 0
Reception the individuals amount 49
Reception the other 0
Whether to disclose, reveal or disclose non-public
No
material information
22
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
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
The company has planed to invest in
instituted court Nanjing East Asia
action against corporation
below three equipment RMB
companies at 30 million on
Jiangsu Province 2013, June 3 the
Higher People's sixth session the
Court, and asked seventh meeting
to terminate the of the Board of
contracts and Directors voted to
Announceme
agreements signed sell the processing
nt No.
with Nanjing East [available at June
2014-06192,S
Asia Textile 4, 2013, the
ecurities
Printing & Dyeing company
Times,Hong
Co., Ltd., Nanjing published in
Closed Completed November 11, Kong
East Asia 4,792 No "Securities Times
2014 Commercial
Investment & "," Hong Kong
Daily and
Development Commercial Daily
www.cninfo.c
Group Co., Ltd. "and
om.cn on
and Hong Kong www.cninfo.com)
November
Yaojunxing Co., Notice No.
11, 2014.
Ltd., who shall pay 2013-0634]. All
RMB47,922,902.9 the equipment
2 to the company disposed in the
for the pecuniary same year, was
loss of implicative fully reflected in
compensation and the 2013 annual
undertake the costs profit or loss
of litigation. The report. The
company has mediator has no
received the effect on the
Su-Shang-Wai-Ch company's
23
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
u-Zi No.0002 economic results.
(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), On
24
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
November 10,
2014, the
Company received
(2012) No. 0002
civil mediation
issued by Jiangsu
Province Higher
People's Court. In
the case
proceedings,
through the
mediation of
Jiangsu High
Court, the
company and the
Nanjing East Asia
Textile Co., Ltd.,
Nanjing East Asia
Investment and
Development
Group Co., Ltd.,
Yaojun Hong
Kong Limited and
other parties
reached settlement
agreements.
II. Query form media
□ Applicable√ Not applicable
In the reporting year, the Company had no query from media
III. Particulars about the non-operating occupation of funds by the controlling shareholder
and other related parties of the Company
□ Applicable √ Not applicable
The Company was not involved in the non-operating occupation of funds by the controlling shareholder and other related parties
during the reporting period..
IV. Bankruptcy or Reorganization Events
□ Applicable √ Not applicable
There Company was not involved in any bankruptcy or reorganization events in the reporting period.
V. Transaction in Assets
1. Purchase of assets
□ Applicable √ Not applicable
25
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
There is no purchase of assets in the Company during the reporting period.
2. Sale of assets
□ Applicable √ Not applicable
There is no sale of assets in the Company during the reporting period
3. Business combination
□ Applicable √ Not applicable
There is no business combination in the Company during the reporting period.
VI. Implementation and Influence of Equity Incentive Plan of the Company
□ Applicable √ Not applicable
There is no equity incentive plan and its implementation in the Company during the reporting period.
VII. Significant related-party transactions
1. Related transactions in connection with daily operation
□ Applicable √ Not applicable
There is no any related party transaction concerning daily operation of the Company of the reporting period.
2. Related-party transactions arising from asset acquisition or sale
□ Applicable √ Not applicable
The Company was not involved in any related-party transactions arising from asset acquisition or sale during the reporting period.
3. Related-party transitions with joint investments
□ Applicable √ Not applicable
The Company was not involved in any related-party transaction with joint investments during the reporting period.
4. Credits and liabilities with related parties
□ Applicable √ Not applicable
There is no any credit and liability with related parties of the Company of the reporting period.
5. Other significant related-party transactions
□ Applicable √ Not applicable
The Company was not Other significant related-party transactions during the reporting period.
VIII. Important contracts and implementation
1.Other related transaction
1. Particulars about trusteeship, contract and lease
(1) Trusteeship
□ Applicable √ Not applicable
26
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
There was no any trusteeship of the Company in the reporting period.
(2) Contract
□ Applicable √ Not applicable
There was no any contract of the Company in the reporting period.
(3) Lease
□ Applicable √ Not applicable
There was not involved in ant lease of the Company in the reporting period.
2. Guarantees provided by the company
□ Applicable √ Not applicable
There was not involved in any Guarantees provided by the company in the reporting period.
3. Other significant contracts
□ Applicable √ Not applicable
There was no other significant contract of the Company in the reporting period.
4. Other significant transactions
□ Applicable √ Not applicable
There was no other significant transaction of the Company in the reporting period.
IX. Implementation of commitments
1.Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the reporting period or such
commitments carried down into the reporting period
The company does not exist the reporting period the company or shareholders holding more than 5% occur or occurred in previous
period but continued to promise the reporting period during the reporting period.
2.The existence of the company's assets or projects earnings forecasts and earnings reporting period is still in the forecast period, the
company has assets or projects meet the original profit forecast made and the reasons explained
□ Applicable √ Not applicable
X. 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
2
accounting firm
27
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Name of domestic CPA Xu Haining, Yang Chunxiang
Has the CPAs been changed in the current period
□ Yes √ No
Description of the CPAs, financial adviser or sponsor engaged for internal control auditing
√ Applicable□ Not applicable
In the report year, the Company engaged Da Hua Certified Public Accountants (special general partnership) as the auditing body for
internal control for 2014 and paid it remuneration of RMB 0.15 million. During this year, the company due to major asset
restructuring affair, hired Da Hua Certified Public Accountants (special general partnership) as the audit agency, paid a total of RMB
0.3 million as audit fees, hired Shenzhen Tonge Nations United Assets Appraisal Public Land Real Estate Appraisal Co., Ltd. as the
assessment agency, paid a total of RMB 0.344 million of audit fee, hired Huatai Securities Co., Ltd. as financial advisor without
consultancy fee payment.
XI. Explanation of the Supervisory Committee and Independent Directors (If applicable)on the Qualified
Auditor’s Report Issued by the CPAs.
√ Applicable□ Not applicable
Da Hua Certified Public Accountants(Special General Partnership) issued unqualified auditor's report with highlighted paragraphs for
the financial statements of the Company for 2014. 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 2014 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.
XII. Punishment and Rectification
□ Applicable √ Not applicable
N/A
XIII. Situation of being confronted of suspension or termination of listing upon disclosure of the Annual report
□ Applicable √ Not applicable
XIV. Notes to other significant Events
√ Applicable□ Not applicable
1.Announcement on lawsuits of Shenzhen Victor Onward Textile Industrial Co., Ltd. Announcement No.:2012-0614，Announcement
Date: June 16, 2012. Announcement on lawsuits Development of Shenzhen Victor Onward Textile Industrial Co., Ltd.
Announcement No.:2014-0962，Announcement Date: November 11,2014. Relevant announcements disclosed on Securities Times,
Hong Kong Commercial Daily and www.cninfo.com.
2.The company’s annual financial report for 2013 was audited by Dahua Accounting Firm (special general partnership). The audit
report showed that the company’s net profits in 2013 was RMB7,849,904, the net profits which belong to the shareholders of quoted
company was RMB8,214,810. According to the related regulations of ―Listing Rules of The Shenzhen Stock Exchange‖, the situation
in which the company’s A, B stocks would be warned to retrieve the market has been removed, and there is no situation of other risk
warnings. With the approval of Shenzhen Stock Exchange, from March 13, 2014, the risk warning of retrieving from the market and
28
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
other risk warnings for the company’s stock exchange would be removed. The matters mentioned above were announced in
Securities Times,Hong Kong Commercial Daily and www.cninfo.com.cn. on March 12, 2014, the Announcement No.: 2014-0659.
3. ―The Announcement on a part of Shenzhen Victor Onward Textile Industrial Co., Ltd. Factory Buildings Collected by the
Government‖, the Management Committee of Shenzhen Dapeng District released ―The Decision Announcement on the Management
Committee of Shenzhen Dapeng New District Collecting Houses‖ which says, the committee decided to collect the related housing
estates located in Kuixin community for the need to build a people’s hospital in Dapeng new district. The housing estates which
would be collected this time include Kuichong Company’s part of the buildings which haven’t got estate right certificate, and the area
of these buildings is 18,000 square meters. The matters mentioned above were announced in Securities Times, Hong Kong
Commercial Daily and www.cninfo.com.cn. on June 24, 2014, the Announcement No.: 2014-0673.
4.During the period of report, On June 16, 2014, the company started planning the reorganization of the major assets. At present the
company and the other parties are promoting all the work actively. For relevant matters, please refer to ―The Announcement on the
Reorganization and Suspension of Major Assets in Shenzhen Victor Onward Textile Industrial Co., Ltd ‖, ―The Announcement on the
Progress of Major Assets’ Reorganization in Shenzhen Victor Onward Textile Industrial Co., Ltd ‖ , ―The Announcement on the
Application for Continuous Suspension of Major Assets after the Expiration of Last Suspension in Shenzhen Victor Onward Textile
Industrial Co., Ltd‖, The Proposal of the Major Assets’ Reorganization and issued shares to buy assets and raise matching funds in
in Shenzhen Victor Onward Textile Industrial Co., Ltd ‖,which were released in Securities Times,Hong Kong Commercial Daily and
www.cninfo.com.cn on June 16 2014, June 23,2014, June 30,2014, July 7,2014, July 14,2014, July 21,2014, July 28,2014, August
4,2014 , August 11 ,2014 ,August 15, 2014,August 22, 2014, August 29, 2014, September 5, 2014, September 12, 2014, September
19, 2014, September 26, 2014, October 10, 2014, October 15, 2014, November 14, 2014,December 15, 2014 and January 14, 2015 .
5. 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.
XV. Significant events of subsidiaries
√ Applicable□ Not applicable
On November 4, 2014, Shenzhen East Asia Victor Onward Textile Industrial Co., Ltd. established the liquidation group approved by
the meeting of the shareholders.
XVI. Issuing of Company Bonds
□ Applicable √ Not applicable
29
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
VI. Change of share capital and shareholding of Principal Shareholders
(I)Changes in share capital
In Share
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 0.00% 0 0 0 0 0 0 0.00%
subscription
1.State-owned shares 0 0.00% 0 0 0 0 0 0 0.00%
2..Staee-owned legal
0 0.00% 0 0 0 0 0 0 0.00%
person shares
3.Other domestic shares 0 0.00% 0 0 0 0 0 0 0.00%
Of which：Domestic legal
0 0.00% 0 0 0 0 0 0 0.00%
person shares
Domestic natural person
0 0.00% 0 0 0 0 0 0 0.00%
shares
4.Share held by foreign
0 0.00% 0 0 0 0 0 0 0.00%
investors
Of which：Foreign legal
0 0.00% 0 0 0 0 0 0 0.00%
person shares
Foreign natural person
0 0.00% 0 0 0 0 0 0 0.00%
shares
II. Shares with 169,142,3 169,142,3
100.00% 0 0 0 0 0 100.00%
unconditional subscription 56 56
1.Common shares in RMB 99,720,45 99,720,45
58.96% 0 0 0 0 0 58.96%
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 0.00% 0 0 0 0 0 0 0.00%
market
4.Other 0 0.00% 0 0 0 0 0 0 0.00%
169,142,3 169,142,3
III. Total of capital shares 100.00% 0 0 0 0 0 100.00%
56 56
Reasons for share changed
30
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
□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
2. Change of shares with limited sales condition
□Applicable√Not applicable
II. Issuing and listing
1. At the end of the reporting period of nearly three years in the previous securities issue
□Applicable√Not applicable
2.Change of asset and liability structure caused by change of total capital shares and structure
□Applicable√Not applicable
3.About the existing employees’ shares
□Applicable√Not applicable
III. Shareholders and actual controlling shareholder
1. Number of shareholders and shareholding
In Share
The total number of
Total shareholders at
preferred shareholde
the end of the 5th day
Total shareholder at rs voting rights resto
10,134 from the date of 8,758 0
period-end red at period-end
disclosing the annual
(if any)(See Notes
report
8)
Shareholding of shareholders holding more than 5% shares
Shareholders Nature of Proportio Number Changes Amount Amount of Number of share pledged/frozen
31
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
shareholder n of of shares in of un-restrict
shares held at reporting restricted ed shares
State of share Amount
held（%） period period shares held
-end held
Domestic Non-
Union Holdings 43,141,03 43,141,03
State-owned legal 25.51% 0 0
Co., Ltd. 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 0 0 5,681,089
Group Co., Ltd. person
National social +4,498,77
Other 2.66% 4,498,774 0 4,498,774
security fund 112 4
Liuzhou Jiali Domestic Non-
Real estate legal person
2.55% 4,320,000 +20,000 0 4,320,000
Development State-owned legal
Co., ltd. person
Domestic Natural +3,300,00
Jiang Zhengyi 1.95% 3,300,000 0 3,300,000
person 0
Domestic Natural
Zeng Ying 1.22% 2,070,600 -21,000 0 2,070,600
person
Shenzhen Textile
State-owned -2,021,80
(Group)Holdings 1.02% 1,722,794 0 1,722,794
Legal person 0
Ltd
Liuzhou Ruiheng Domestic Non-
Electromechanic State-owned legal 0.95% 1,600,000 -100,000 0 1,600,000
al Co., Ltd. person
Strategy investors or general legal
person becomes top 10 shareholders
N/A
due to rights 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
shareholders Development Group Ltd.
Shareholding of top 10 shareholders of unrestricted shares
Name of the shareholder Quantity of unrestricted shares held at the end of the Share type
32
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
reporting period Share type Quantity
RMB Common
Union Holdings Co., Ltd. 43,141,032 43,141,032
shares
Foreign shares
placed in
STYLE-SUCCESS LIMITED 24,466,029 24,466,029
domestic
exchange
Foreign shares
placed in
Rich Crown Investment Co., Ltd. 6,114,556 6,114,556
domestic
exchange
RMB Common
Union Development Group Co., Ltd. 5,681,089 5,681,089
shares
RMB Common
National social security fund 112 4,498,774 4,498,774
shares
Liuzhou Jiali Real estate RMB Common
4,320,000 4,320,000
Development Co., ltd. shares
RMB Common
Jiang Zhengyi 3,300,000 3,300,000
shares
Foreign shares
placed in
Zeng Ying 2,070,600 2,070,600
domestic
exchange
Shenzhen Textile (Group)Holdings RMB Common
1,722,794 1,722,794
Ltd shares
Liuzhou Ruiheng Electromechanical RMB Common
1,600,000 1,600,000
Co., Ltd. shares
Explanation on associated
relationship or consistent action
among the top 10 shareholders of The controlling shareholder of the above-mentioned largest shareholder Shenzhen Union
non-restricted negotiable shares and Holdings Ltd. and third shareholder Rich Crown Investment Co., Ltd.. Is Union
that between the top 10 shareholders Development Group Ltd.
of non-restricted negotiable shares
and top 10 shareholders
Among the shareholders above, Liuzhou Jiali Real estate Development Co., ltd. holds
4,000,000 shares of the Company through stock account with credit transaction and
Notes to the shareholders involved in
guarantee of Guohai Securities Co., Ltd. It holds320,000 shares through ordinary stock
financing securities (if any)(See
account. Jiang Zhengyi. holds 3,300,000 shares of the Company through stock account with
Notes 4)
credit transaction and guarantee of Haitong Securities Co., Ltd. Liuzhou Ruiheng
Mechatronics Co., Ltd. holds 1,600,000 shares of the Company through stock account with
33
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
credit transaction and guarantee of Guohai Securities Co., Ltd.
Did any shareholder of the Company carry out an agreed buy-back in the reorting period?
□ Yes √ No
2．Information about the controlling shareholder of the Company
Corporation
Legal
Name of the controlling Date of
representative/pers Institution code Registered capital Main business
shareholder establishment
on in 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
Shenzhen Union
September11, RMB 1123.8877 imported materials and
Holdings Co., Ltd. Dong Binggen 19247150-0
1989 million designs, internal
introduction and foreign
cooperation, assembling
with imported spare
parts and cooperation in
compensation trade. real
estate development and
sales within the scope of
land use right legally
obtained, property
management and lease
services and sales of
automobiles（not
including Limit term）
Future Strategy Develop to excellent urban complex carrier.
Operating results,
On September 30,2014, the total assets and shareholders’equity were RMB 4495.47 million and RMB
financial position, cash
1873.57 million respectively ,net profit and Shareholders’ equity attributable to shareholders of the parent
flow and future
company were RMB 0.9 million and RMB 1.2 million respectively on January –September 2014.
development strategy
34
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
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
N/A
3．Information about the controlling shareholder of the Company
Corporation
Legal
Name of the controlling Date of
representative/pers Institution code Registered capital Main business
shareholder establishment
on in charge
Production and sales of
chemical, textile and
garment products (the
license of product site is
subject to separate
application), import and
export business, contracting
of project construction,
import and export of
necessary engineering
Union Development August 23, equipment and materials,
Dong Binggen 19033795-7 RMB 90.61 million
Group Co., Ltd. 1983 export of labor, external
investment, technical
consulting services, real
estate development and
sales within the scope of
land use right legally
obtained, property
management and lease
services and sales of
automobiles (including
cars).
Future Strategy Develop to excellent urban complex carrier.
Operating results, On December 31,2013, the total assets and shareholders’equity of Union Group were RMB 8056.28
financial position, cash million and RMB 3821.45 million respectively ,net profit and Shareholders’ equity attributable to
flow and future shareholders of the parent company were RMB 168.95 million and RMB 99.32 million respectively in
35
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
development strategy 2013.
Equity of other
domestic/foreign listed
company controlled by Union Holdings Co., Ltd.（000036）Quantity of shares held 352.0493 million，Shareholding ratio31.32%.
actual controller in
reporting period
Change of the actual controller in the reporting period
□Applicable √Not applicable
N/A
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 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.
36
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
(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
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 follow
37
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
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 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
38
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
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.
Based on the above facts, Union Group holds the opinion that Union Group, as a limited liability company with a history of
32 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
Legal
shareholder Date of Organization Registered
representative/ Main business
on the level of incorporation code Capital
Leader
final control
Hangzhou 14375868-7 99000 Licensed business: Coal wholesale. General business:
Dou March 17,
Jinjiang wholesale and retail of paper, paper products and raw
39
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Group Co., Zhenggang 1993 materials, general merchandises, electrical wires and cables,
Ltd. communication equipment, building materials, decorative
materials, hardware and electrical appliances, electronic
products, chemical products and raw materials (except
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.
OCT Group Duan June 6, 1986 190346175 630000 Key business: Export of textile products and light industrial
Xiannian products and business of commodities and mechanical
equipment of the first category for self use in the special
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 Fuxin 56984136-5 1100 Investment in industries
Investment Yan Sanyin March 4, 2011
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 consultation, securities
Changan
Gao December underwriting approved by relevant department of the State
International
Chengcheng 28,1999 Council, intermediary services, consultation and credit
Trust Co., Ltd.
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, 2014, the total assets and net assets of Hangzhou Jinjiang Group Co., Ltd. were respectively
results, RMB 46.5 billion and RMB 16.2 billion. Its operating income and net profit for 2014 were respectively RMB36.8
40
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
financial billion million and RMB0.768 billion.
position, cash 2. As of December 31, 2013, the total assets and net assets of OCT Group . were respectively RMB 104.474 billion
flow and and RMB 33.263 billion. Its operating income and net profit for 2013 were respectively RMB48.217 billion and RMB
future 4.948 billion.
development
3. As of December 31, 2014,the total assets and net assets of Henan Fuxin Investment Co., Ltd. were respectively RMB
strategy
165.15 million and RMB 12.50 million. Its operating income and net profit for 2014 were respectively RMB 0.59
million and RMB 0.57 million.
4.As of December 31, 2014, the total assets and net assets of Changan International Trust Co., Ltd. were respectively
RMB 5.303 billion and RMB 4.244 billion. Its operating income and net profit for 2014 were respectively RMB 2.637
billion million and RMB 1.008 billion.
(The above data excluding OCT Group are unaudited.)
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 e is no substantial influence on the development of the Company.
The equity of
other
domestic and
foreign listed
companies
controlled by
Not applicable
the
shareholders
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
41
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
The actual controller controls the company by means of trust or managing the assets in other way
□Applicable √Not applicable
4.Other corporate shareholder holding over 10% of the Company’s shares
√ Applicable □Not applicable
Legal
Date of
represent Principal businesses or
Corporate shareholder incorporati Organization code Registered capital
actives/Leade management activities
on
r
Miss Amy November
Style-Success Ltd. Investment
Wang 4, 1999
IV. Particulars on shareholding increase scheme during the reporting period proposed or implemented by the shareholders and
act-in-concert persons
□ Applicable √ Not applicable
Within the scope known to the Company, there was no any shareholding increase scheme during the reporting period proposed or
implemented by the shareholders and act-in-concert persons.
Section VII. Situation of the Preferred Shares
□ Applicable √ Not Applicable
N/A.
42
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
VIII. Information about Directors, Supervisors and Senior Executives
I. Change in shares held by directors, supervisors and senior executives
Number of Volume of Number of
Volume of
shares shares shares held
shares sold
Starting Expiry acquired at acquired at end of
Office during the
Name Positions Sex Age date of date of end of the during the the
status reporting
tenure tenure reporting reporting reporting
period(sha
period(sha period period(sha
res)
res) (shares) res)
Hu Board October October
In office Male 52 0 0 0 0
Yongfeng chairman 18,2011 18, 2014
Vice Board October October
Ding Yue In office Male 56 0 0 0 0
chairman 18,2011 18, 2014
Vice Board October October
Shu Yibo In office Female 42 0 0 0 0
chairman 18,2011 18, 2014
October October
Zhang Mei Director In office Female 39 0 0 0 0
18,2011 18, 2014
Feng October October
Director In office Male 52 0 0 0 0
Junbin 18,2011 18, 2014
Zhang October October
Director In office Male 52 0 0 0 0
Jinliang 18,2011 18, 2014
Independe October October
Jin Ligang In office Male 55 0 0 0 0
nt director 18,2011 18, 2014
Shen Independe October October
In office Male 57 0 0 0 0
Songqin nt director 18,2011 18, 2014
Chen Independe October October
In office Female 62 0 0 0 0
Jinmei nt director 18,2011 18, 2014
Chairman
of the
Dong October October
supervisor In office Male 65 0 0 0 0
Binggen 18,2011 18, 2014
y
committee
Huang October October
Supervisor In office Female 57 0 0 0 0
Xiaoping 18,2011 18, 2014
Pan October October
Supervisor In office Male 63 0 0 0 0
Weichao 18,2011 18, 2014
Zhang Deputy October October
In office Male 52 0 0 0 0
Jinliang general 18,2011 18, 2014
43
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Manager,
Board
secretary
Ren Manager
October October
Changzhe of Finance In office Male 39 0 0 0 0
18,2011 18, 2014
ng Dept
Total a -- -- -- -- -- -- 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 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
44
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
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.
January 21, 2014 Ms. Chen Jinmei resigned for personal reasons to the Board of the Company. The apllication will take effect from t
he elections to fill vacancies in the company's new independent directors general meeting of shareholders. Prior to this, Ms. Chen Jin
mei continue to fulfill the duties of independent directors.
Supervisors:
Dong Binggen, male, was born in July 1949, an engineer, with bachelor degree, graduated from East China Textile Technology
Institute in 1977. He ever took the post of deputy president of Zhejiang Silk Technology Institute, general manager of China Clothes
Headquarters and board chairperson of China Clothes Association, etc.; he is now in charge of secretary of Party Committee,
chairman of the board and general manager of Shenzhen Union Development Group Co., Ltd. and chairman of the Board of
Shenzhen Union Holdings Co., Ltd., He served as Chairman and held the position of Chairman of the Supervisory Committee of the
Company from June 2002 till now.
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
45
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
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 receive
Names of the
engaged in Sharing date of Expiry date of remuneration or
persons in Names of the shareholders
the office term office term allowance from the
office
shareholders shareholder
Secretary of
Party
committee,
Dong Binggen Union Development Group Co., Ltd. chairman of May 18, 2012 May 17, 2015 Yes
board of
directors and
President
Board
Dong Binggen Union Holdings Co., Ltd. June 21, 2013 June 20, 2016 No
chairman
Vice
Ding Yue Union Development Group Co., Ltd. May 28, 2012 May 17, 2015 Yes
President
Convener of
the
Ding Yue Union Holdings Co., Ltd. June 21, 2013 June 20, 2016 No
Supervisory
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
46
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Convenerof
Huang the
Union Holdings Co., Ltd. June 21, 2013 June 20, 2016 No
Xiaoping supervisors
committee
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
August 17,
Feng Junbin Shenzhen Textile (Group)Holdings Ltd General August 16, 2016 Yes
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 from
start from ended
other units or not
Board
Shu Yibo Manqi Investment Development Co., Ltd July 1, 2002 Yes
chairman
STONEBRIDGE Enterprise Consultant Board January 1,
Jin Ligang Yes
（Beijing）Co., Ltd. chairman 2008
Shen Songqin Hangzhou Normal University President June 1, 2009 Yes
Notes N/A
III. Remuneration to directors, supervisors and senior executives
Decision-making procedures, basis for determination and actual payment of the remuneration to directors , supervisors and senior
executives
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
In RMB’0000
Total Total Remuneration
remuneration remuneration actually
Name Positions Sex Age Office status
received from received from receives at the
the Company the shareholder end of the
47
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
reporting
period
Board
Hu Yongfeng chairman/Gene Male 52 In Office 38 38
ral Manager
Vice Board
Ding Yue Male 56 In Office 0
chairman
Vice Board
Shu Yibo Female 42 In Office 0
chairman
Zhang Mei Director Female 39 In Office 0
Feng Junbin Director Male 52 In Office 0
Director ，
Zhang Jinliang Male 52 In Office 0
Deputy GM
Independent
Jin Ligang Male 55 In Office 5 5
director
Independent
She Songqin Male 57 In Office 5 5
director
Independent
Chen Jinmei Female 62 In Office 0
director
Chairman of
Dong
the supervisory Male 65 In Office 0
Binggang
committee
Huang
Supervisor Female 57 In Office 0
Xiaoping
Pan Weichao Supervisor Male 63 In Office 9 9
Zhang Jinliang Board secretary Male 52 In Office 23 23
Ren Manager of
Male 39 In Office 15 15
Changzheng Finance Dept
Total -- -- -- -- 95 0 95
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
Independent her personal reasons ，
Chen Jinmei Dimission January 21, 2014
director Ms. Chen Jinmei returned the salary on November 27, 20
14 of RMB 75,000 as served the independent director.Ms.
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Chen Jinmei resigned for personal reasons to the Board o
f the Company. The apllication will take effect from the e
lections to fill vacancies in the company's new independe
nt directors general meeting of shareholders.
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 24%
professions
Administrative 4 19%
Logistics 12 57%
Total 21 100%
Classified according by Postgraduate or above 1 5%
education background Universities 3 14%
Colleges 3 14%
Mid-school or below 14 67%
Total 21 100%
As of December 31, 2014, The Company should bear expenses for 1 retired employees.
（1） The figure of professional composition
(II)The figure of education background of the professional composition
49
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
50
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
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 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.
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
(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
During the reporting period, the company base on "Insider information registration management system", effectively carrying out all
information registration management and delivery, true and complete record the insider list who know the report, delivery, preparatio
n and review of the inside information before the public disclosure. During the reporting period, through the self-examination, the co
mpany has not discovered any insiders who knew the internal information to make transactions of company shares before the informa
tion disclosure. The company has not found the situation that the relevant personnel is engaged in the insider transaction by using the
insider information and suggest others to conduct the transaction with the insider information, there is no the situation that the insider
information is disclosed, and not exists the situation that the company shall be taken a crackdown and ordered for rectification by the
regulatory department because of the implementation of the Registration System on Learners of Insider Information or the suspicion
of insider transaction.
II. Annual General Meeting and Extraordinary Shareholders’ Meetings in the Reporting Period
1.Annual General Meeting
Description of
Sessions Meeting Date Resolution Disclosure date Disclosure index
proposals
(1) The Work Report Announcement No.
of the Board of 2014-0668)
Directors for 2013; Securities Times ,
2013 Shareholders’ (2) The Work Report Hong Kong
June 24,2014 Adoption June 25, 2014
general meeting of the supervisory Commercial Daily
Committee for 2013; and
（3）Annual Report www.cninfo.com.cn
for 2013 and its on June 25, 2014.
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
summary; (4) The
Preplan for Profit
Distribution for
2013;(5) The
Proposal for
Retaining Certified
Public Accountants
in 2014.
2.Provisional Shareholders’ Meetings
Description of
Sessions Meeting Date Resolution Disclosure date Disclosure index
proposals
3. Preferred stockholders restored voting rights to request to convene Provisional Shareholders’ Meeting.
□Applicable√Not applicable
III. Duty performance of independent Directors
1. Attendance of Board Meetings and General Meetings
Independent Directors’ Attendance at Board Meetings
Number of Failure to
Number of
Board meetings Number of personally attend
Independent Number of spot meetings Number of
necessary to be attendances by board meetings
Directors attendances attended by absence
attended in the representative successively
Communication
reporting period twice (Yes/No)
Chen Jinmei 7 1 6 0 0 No
Jin Ligang 7 1 6 0 0 No
Shen Songqin 7 1 6 0 0 No
Number of general meetings attended
by independent directors as non-voting 1
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.
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
3. Other notes to duty performance of independent directors
Has an independent director’s advice to the Company been accepted
√Yes □No
Explanation on acceptance of or failure to accept an independent director’s advice to the Company.
In the report period, the independent directors of the Company attended the meetings of the board of directors and all special
committees on time, expressed independent opinions on the proposals of the board of directors. They gave many opinions and
suggestions during meetings and adjournment and the Company adopted all of them.
IV. Duty Performance of Special Committees under the Board of Directors in the Reporting Period
The board of directors of the Company has special committees including audit committee, remuneration and appraisal
committee, strategy committee and nomination committee. According to the scope of authority specified in the working rules for
them, the committees conducted study and put forward opinions and suggestions for reference by the board of directors for decision
making.
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 2014:
1. On December 22, 2014, 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 2014
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 5, 2015, the Audit Committee of the company examined the audit work plans of the year 2014 annual financial report,
heard the audit schedule and progress made by the accountants for annual audit, and agreed to the audit work of the 2014 annual
financial report proposed by Accounting Office.
3. On January 9, 2015, the Audit Committee under the Board of Directors reviewed the year 2014 annual financial accounting
statements offered by the company, and made the following comments: the year 2014 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 21, 2015, 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, 2014 and the business
performance and cash flows of the year 2014 truly and fairly. So, they didn’t make objection to the preliminary results of the
certificated accountants of annual audit.
5. On February 9, 2015, the Audit Committee under the Board of Directors examined the company’s 2014 annual audit report issued
by Dahua Accounting Office Ltd. (special general partner), and the Audit Committee agreed to the audit results on the year 2014
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 2014 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 2014 annual audit work
with the sufficient auditing time, high professional quality and strong performance ability and sense of risk, the issued audit report
54
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
fully reflected the company’s financial condition, business performance and cash flows of the year 2014, 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 2014 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 2014 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 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
□Applicable√Not applicable
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.
55
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
X. Internal Control
I. Internal control Construction
The Company in accordance with the Commission "public offering of securities of the Company Disclosure Rule No. 21 - General Pr
ovisions of Annual Internal Control Evaluation Report ", "Annual Report Guidelines' and the Shenzhen Stock Exchange" Board List
ed Companies Standardize Operational Guidelines "and other specification files. 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 2014‖.
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, full February 11, 2015
text
Index of disclosing the internal
Refer to Announcement that disclosed on www.cninfo.com.cn on February 11, 2015.
control self-assessment report, full
56
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
text
V. Internal control audit report
.Internal control audit report
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, 2014.
Date of disclosing the internal
February 11, 2015
control audit report, full text
Index of disclosing the internal
Refer to Announcement that disclosed on www.cninfo.com.cn on February 11, 2015.
control audit report, full text
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, 2014.
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.
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
XI. Financial Report
I. Audit report
Issued unqualified auditor's report with paragraph of emphasized
Type of audit opinion
matters
Date for signing the auditor’s report February 9, 2015
Da Hua Certified Public Accountants(Special General
Name of audit firm
Partnership)
Name Xu Haining , Yang Chunxiang
Auditors’ Report
Dahuashenzi[2015]No.000917
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, 2014, Consolidation and parent
Company profit statement, Consolidation and parent Company cash flow statement for the year 2014 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 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.
58
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
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 2014
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 13 of 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 9, 2015
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
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.
December 31, 2014
In RMB
Items Year-end balance Year-beginning balance
Current asset：
Monetary fund 73,614,204.00 63,502,910.00
Settlement provision
Outgoing call loan
Financial assets measured at fair
value with variations accounted into
current income account
Derivative financial assets
Bill receivable 1,500,000.00
Account receivable 0.00 0.00
Prepayments 4,922.00 25,192.00
Insurance receivable
Reinsurance receivable
Provisions of Reinsurance contracts
receivable
Interest receivable 112,685.00 79,340.00
Dividend receivable
Other account receivable 135,178.00 311,279.00
Repurchasing of financial assets
Inventories
Assets held for sales
Non-current asset due in 1 year
Other current asset
Total of current assets 73,866,989.00 65,418,721.00
Non-current assets：
Loans and payment on other’s behalf
disbursed
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Disposable financial asset 584,900.00 582,942.00
Expired investment in possess
Long-term receivable
Long term share equity investment 75,816,615.00 66,931,685.00
Property investment 25,943,393.00 23,458,153.00
Fixed assets 1,327,230.00 7,191,205.00
Construction in progress
Engineering material
Fixed asset disposal
Production physical assets
Gas & petrol
Intangible assets 1,780,154.00 1,820,459.00
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 110,551,916.00 105,084,068.00
Total of assets 184,418,905.00 170,502,789.00
Current liabilities
Short-term loans
Loan from Central Bank
Deposit received and hold for others
Call loan received
Financial liabilities measured at fair
value with variations accounted into
current income account
Derivative financial liabilities
Bill payable
Account payable 3,190,199.00 3,186,939.00
Advance payment 1,029,656.00 1,076,531.00
Selling of repurchased financial assets
Fees and commissions receivable
Employees’ wage payable 1,020,718.00 1,109,352.00
Tax payable 4,108,302.00 4,250,191.00
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Interest payable
Dividend payable 1,215,946.00 1,215,946.00
Other account payable 31,491,092.00 22,663,345.00
Reinsurance fee payable
Insurance contract provision
Entrusted trading of securities
Entrusted selling of securities
Liabilities held for sales
Non-current liability due in 1 year
Other current liability 2,069,249.00 1,547,263.00
Total of current liability 44,125,162.00 35,049,567.00
Non-current liabilities：
Long-term loan 1,009,719.00 1,101,349.00
Bond payable
Including：preferred stock
Sustainable debt
Long-term payable 8,258,331.00 8,230,694.00
Long=term payable employee’s
remuneration
Special payable
Expected liabilities
Differed income 836,792.00 836,792.00
Differed income tax liability 664,358.00 702,735.00
Other non-current liabilities
Total non-current liabilities 10,769,200.00 10,871,570.00
Total of liability 54,894,362.00 45,921,137.00
Owners’ equity
Share capital 169,142,356.00 169,142,356.00
Other equity instruments
Including：preferred stock
Sustainable debt
Capital reserves 39,391,650.00 39,217,623.00
Less：Shares in stock
Other comprehensive income -203,899.00 -685,567.00
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Special reserves
Surplus reserves 26,704,791.00 26,704,791.00
Common risk provision
Undistributed profit -103,768,226.00 -108,059,131.00
Total of owner’s equity belong to the
131,266,672.00 126,320,072.00
parent company
Minority shareholders’ equity -1,742,129.00 -1,738,420.00
Total of owners’ equity 129,524,543.00 124,581,652.00
Total of liabilities and owners’ equity 184,418,905.00 170,502,789.00
Legal representative ：Hu Yongfeng
Person-in-charge of the accounting work：Zhang Jinliang
Person-in -charge of the accounting organ：Ren Changzheng
2. Balance sheet of Parent Company
In RMB
Items Year-end balance Year-beginning balance
Current asset：
Monetary fund 23,480,977.00 10,557,501.00
Financial assets measured at fair value
with variations accounted into current 1,500,000.00
income account
Derivative financial assets
Bill receivable
Account receivable 0.00 0.00
Prepayments
Interest receivable
Dividend receivable
Other account receivable 81,098,215.00 80,967,376.00
Inventories
Assets held for sales
Non-current asset due in 1 year
Other current asset
Total of current assets 104,579,192.00 93,024,877.00
63
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Non-current assets：
Disposable financial asset
Expired investment in possess
Long-term receivable
Long term share equity investment 36,788,953.00 36,788,953.00
Property investment 4,386,402.00 4,723,575.00
Fixed assets 4,170,453.00 4,384,712.00
Construction in progress
Engineering material
Fixed asset disposal
Production physical assets
Gas & petrol
Intangible assets 1,780,153.00 1,820,459.00
R & D petrol
Goodwill
Long-germ expenses to be amortized
Differed income tax asset
Other non-current asset
Total of non-current assets 47,125,961.00 47,717,699.00
Total of assets 151,705,153.00 140,742,576.00
Current liabilities
Short-term loans
Financial liabilities measured at fair
value with variations accounted into
current income account
Derivative financial liabilities
Bill payable
Account payable 113,337.00 113,344.00
Advance payment 302,540.00 302,540.00
Employees’ wage payable 627,181.00 677,181.00
Tax payable 844,600.00 767,076.00
Interest payable
Dividend payable
Other account payable 16,235,868.00 1,158,902.00
Liabilities held for sales
64
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Non-current liability due in 1 year
Other current liability 2,069,247.00 1,547,263.00
Total of current liability 20,192,773.00 4,566,306.00
Non-current liabilities：
Long-term loan
Bond payable
Including：preferred stock
Sustainable debt
Long-term payable
Employees’ wage payable
Special payable
Expected liabilities
Differed income 836,792.00 836,792.00
Differed income tax liability 4,180,138.00 4,180,138.00
Other non-current liabilities
Total of Non-current liabilities 5,016,930.00 5,016,930.00
Total of liability 25,209,703.00 9,583,236.00
Owners’ equity
Share capital 169,142,356.00 169,142,356.00
Other equity instrument
Including：preferred stock
Sustainable debt
Capital reserves 31,606,598.00 31,606,598.00
Less：Shares in stock
Other comprehensive income -4,398,234.00 -4,398,234.00
Special reserves
Surplus reserves 26,309,287.00 26,309,287.00
Undistributed profit -96,164,557.00 -91,500,667.00
Total of owners’ equity 126,495,450.00 131,159,340.00
Total of liabilities and owners’ equity 151,705,153.00 140,742,576.00
3.Consolidated Profit statement
In RMB
Item Report period Same period of the previous year
65
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
I. Income from the key business 11,015,403.00 26,998,990.00
Incl：Business income 11,015,403.00 26,998,990.00
Interest income
Insurance fee earned
Fee and commission received
II. Total business cost 16,381,153.00 19,403,168.00
Incl：Business cost 3,760,752.00 9,461,003.00
Interest expense
Fee and commission paid
Insurance discharge payment
Net claim amount paid
Insurance policy dividend paid
Insurance policy dividend paid
Reinsurance expenses
Business tax and surcharge 652,215.00 597,749.00
Sales expense 333,548.00 300,128.00
Administrative expense 11,889,671.00 8,073,279.00
Financial expenses -269,568.00 247,455.00
Asset impairment loss 14,535.00 723,554.00
Add：Gains from change of fir value
（―-‖for loss）
Investment gain（―-‖for loss） 8,799,727.00 849,782.00
Incl: investment gains from affiliates 8,743,040.00 849,782.00
Gains from currency exchange
（―-‖for loss）
III. Operational profit（―-‖for loss） 3,433,977.00 8,445,604.00
Add ：Non-operational income 1,526,154.00 1,923,105.00
Including：Income from disposal of
1,486,629.00 1,903,272.00
non-current assets
Less：Non business expenses 219,259.00 134,222.00
Incl：Loss from disposal of non-current
212,341.00 32,666.00
assets
IV.Total profit(―-‖for loss) 4,740,872.00 10,234,487.00
Less：Income tax expenses 453,676.00 2,384,583.00
V. Net profit 4,287,196.00 7,849,904.00
66
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Net profit attributable to the owners of
4,290,905.00 8,214,810.00
parent company
Minority shareholders’ equity -3,709.00 -364,906.00
VI. Other comprehensive income 481,668.00 -747,129.00
Net of profit of other comprehensive inco
me attributable to owners of the parent co 481,668.00 -747,129.00
mpany.
（I）Other comprehensive income items
that will not be reclassified into
-747,129.00
gains/losses in the subsequent accounting
period
1.Re-measurement of defined benefit pla
ns of changes in net debt or net assets
2.Other comprehensive income under the
equity method investee can not be reclass
ified into profit or loss.
（II）
Other comprehensive income that will be 481,668.00
reclassified into profit or loss.
1.Other comprehensive income under the
equity method investee can be reclassifie
d into profit or loss.
2.Gains and losses from changes in fair v
-145,736.00
alue available for sale financial assets
3.Held-to-maturity investments reclassifi
ed to gains and losses of available for sal
e financial assets
4.The effective portion of cash flow hedg
es and losses
5.Translation differences in currency fina
481,668.00 -601,393.00
ncial statements
6.Other
7.Net of profit of other comprehensive in
0.00
come attributable to Minority
shareholders’ equity
VII. Total comprehensive income 4,768,864.00 7,102,775.00
Total comprehensive income attributable
4,772,573.00 7,467,681.00
to the owner of the parent company
67
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Total comprehensive income
-3,709.00 -364,906.00
attributable minority shareholders
VIII. Earnings per share
（I）Basic earnings per share 0.0254 0.0486
(II)Diluted earnings per share 0.0254 0.0486
The current business combination under common control, the net profits of the combined party before achieved net profit of RMB 0,
last period the combined party realized RMB 0.
Legal representative ：Hu Yongfeng
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
In RMB
Items Report period Same period of the previous year
I. Income from the key business 2,940,815.00 3,067,093.00
Incl：Business cost 337,173.00 1,619,224.00
Business tax and surcharge 283,063.00 205,239.00
Sales expense
Administrative expense 8,811,899.00 5,680,368.00
Financial expenses -2,056,535.00 -80,168.00
Asset impairment loss 9,846.00 -21,157.00
Add：Gains from change of fir value
（―-‖for loss）
Investment gain（―-‖for loss）
Incl: investment gains from affiliates
II. Operational profit（―-‖for loss） -4,444,631.00 -4,336,413.00
Add ：Non-operational income 1,907,472.00
Including：Income from disposal
of non-current assets
Less：Non business expenses 219,259.00 108,463.00
Incl：Loss from disposal of
214,259.00 108,463.00
non-current assets
III. Total profit(―-‖for loss) -4,663,890.00 -2,537,404.00
Less：Income tax expenses
68
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
IV. Net profit（―-‖for net loss） -4,663,890.00 -2,537,404.00
V.Net of profit of other comprehensive i
ncome
（I）Other comprehensive income
items that will not be reclassified into
gains/losses in the subsequent
accounting period
1.Re-measurement of defined benefit pl
ans of changes in net debt or net assets
2.Other comprehensive income under th
e equity method investee can not be recl
assified into profit or loss.
（ II ）
Other comprehensive income that will b
e reclassified into profit or loss.
1.Other comprehensive income under th
e equity method investee can be reclassi
fied into profit or loss.
2.Gains and losses from changes in fair
value available for sale financial assets
3.Held-to-maturity investments reclassif
ied to gains and losses of available for s
ale financial assets
4.The effective portion of cash flow hed
ges and losses
5.Translation differences in currency fin
ancial statements
6.Other
VI. Total comprehensive income -4,663,890.00 -2,537,404.00
VII. Earnings per share：
（I）Basic earnings per share
(II)Diluted earnings per share
5. Cash Flow Statement
In RMB
Items Amount in this period Amount in last period
I. Cash flows from operating activities
69
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Cash received from sales of goods or
11,877,131.00 11,387,046.00
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
Tax returned
Other cash received from business
747,823.00 1,063,191.00
operation
Sub-total of cash inflow 12,624,954.00 12,450,237.00
Cash paid for purchasing of
1,500,000.00
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 staffs 2,983,271.00 3,429,791.00
Taxes paid 2,822,700.00 2,044,981.00
Other cash paid for business activities 5,436,995.00 3,766,857.00
Sub-total of cash outflow from business
11,242,966.00 10,741,629.00
activities
70
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Cash flow generated by business
1,381,988.00 1,708,608.00
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, and other 12,207.00 20,749,535.00
long-term assets
Net cash received from disposal of
subsidiaries or other operational units
Other investment-related cash received
Sub-total of cash inflow due to
12,207.00 20,749,535.00
investment activities
Cash paid for construction of
fixed assets, intangible assets 5,178.00 36,411.00
and 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
5,178.00 36,411.00
investment activities
Net cash flow generated by investment 7,029.00 20,713,124.00
III. Cash flow generated by financing
Cash received as investment
Incl: Cash received as investment from
minor shareholders
Cash received as loans
Cash received from bond placing
Other financing –related ash received
Sub-total of cash inflow from financing
activities
Cash to repay debts 6,386,443.00 10,094,025.00
Cash paid as dividend, profit, or 27,554.00 30,414.00
71
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
interests
Incl: Dividend and profit paid by
subsidiaries to minor shareholders
Other cash paid for financing activities
Sub-total of cash outflow due to
6,413,997.00 10,124,439.00
financing activities
Net cash flow generated by financing -6,413,997.00 -10,124,439.00
IV. Influence of exchange rate
136,274.00 -1,021,645.00
alternation on cash and cash equivalents
V.Net increase of cash and cash
-4,888,706.00 11,275,648.00
equivalents
Add: balance of cash and cash
63,502,910.00 52,227,262.00
equivalents at the beginning of term
VI ..Balance of cash and cash
58,614,204.00 63,502,910.00
equivalents at the end of term
6. Cash Flow Statement of the Parent Company
In RMB
Items Amount in this period Amount in last period
I. Cash flows from operating activities
Cash received from sales of goods or
3,745,065.00 3,067,093.00
rending of services
Tax returned
Other cash received from business
1,947,804.00 2,375,794.00
operation
Sub-total of cash inflow 5,692,869.00 5,442,887.00
Cash paid for purchasing of
1,500,000.00
merchandise and services
Cash paid to staffs or paid for
2,095,019.00 2,379,494.00
staffs
Taxes paid 990,609.00 953,849.00
Other cash paid for business activities 4,683,764.00 12,497,027.00
Sub-total of cash outflow from business
7,769,392.00 17,330,370.00
activities
Cash flow generated by business
-2,076,523.00 -11,887,483.00
operation, net
II. Cash flow generated by investing
72
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Cash received from investment
retrieving
Cash received as investment gains
Net cash retrieved from disposal of
fixed assets, intangible assets, and other 5,152,000.00
long-term assets
Net cash received from disposal of
subsidiaries or other operational units
Other investment-related cash received
Sub-total of cash inflow due to
5,152,000.00
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 investment 5,152,000.00
III. Cash flow generated by financing
Cash received as investment
Cash received as loans
Cash received from bond placing
Other financing –related ash received
Sub-total of cash inflow from
financing activities
Cash to repay debts
Cash paid as dividend, profit, or
interests
Other cash paid for financing activities
Sub-total of cash outflow due to
financing activities
Net cash flow generated by financing
IV. Influence of exchange rate -525.00
73
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
alternation on cash and cash equivalents
V.Net increase of cash and cash
-2,076,523.00 -6,736,008.00
equivalents
Add: balance of cash and cash
10,557,501.00 17,293,509.00
equivalents at the beginning of term
VI ..Balance of cash and cash
8,480,978.00 10,557,501.00
equivalents at the end of term
7. Consolidated Statement on Change in Owners’ Equity
Amount in this period
In RMB
Amount in this period
Owner’s equity Attributable to the Parent Company
Other Equity Total
Minor
Items
instrusment Less: Other Surplu Comm of
Share Capital Specia Attribu shareh
Shares Compre s on risk owner
Capit prefer reserve lized table olders’
Sustai in hensive reserve provisi s’
al red Other s reserve profit equity
nable stock Income s on equity
stock
debt
169,14 -108,05
I.Balance at the 39,217, -685,56 26,704, -1,738,4 124,581
2,356. 9,131.0
end of last year 623.00 7.00 791.00 20.00 ,652.00
00 0
Add: Change of
accounting
policy
Correcting of
previous errors
Merger of entities
under common
control
Other
II.Balance at the 169,14 -108,05
39,217, -685,56 26,704, -1,738,4 124,581
beginning of 2,356. 9,131.0
623.00 7.00 791.00 20.00 ,652.00
current year 00 0
III.Changed in the 174,027 481,668 4,290,9 -3,709.0 4,942,8
current year .00 .00 05.00 0 91.00
（1）Total
481,668 4,290,9 -3,709.0 4,768,8
comprehensive
.00 05.00 0 64.00
income
74
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
（II）Investment
or decreasing of
capital by owners
1．Ordinary Share
s invested by hare
holders
2 ． Holders of oth
er equity instrume
nts invested capital
3．Amount of
shares paid and
accounted as
owners’ equity
4．Other
（III）Profit
allotment
1.Providing of
surplus reserves
2.Providing of
common risk
provisions
3．Allotment to the
owners (or
shareholders)
4．Other
(IV) 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
75
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
reserves
1. Provided this
year
2．Used this term
174,027 174,027
（VII）Other
.00 .00
169,14 -103,76
IV. Balance at the 39,391, -203,89 26,704, -1,742,1 129,524
2,356. 8,226.0
end of this term 650.00 9.00 791.00 29.00 ,543.00
00 0
Amount in last year
In RMB
Amount in last year
Owner’s equity Attributable to the Parent Company
Other Equity Total
Minor
Items
instrusment Less: Other Surplu Comm of
Share Capital Specia Attribu shareh
Shares Compre s on risk owner
Capit prefer reserve lized table olders’
Sustai in hensive reserve provisi s’
al red Other s reserve profit equity
nable stock Income s on equity
stock
debt
169,14 -116,27
I.Balance at the 39,217, 61,562. 26,704, -1,373, 117,478
2,356. 3,941.0
end of last year 623.00 00 791.00 514.00 ,877.00
00 0
Add: Change of
accounting
policy
Correcting of
previous errors
Merger of entities
under common
control
Other
II.Balance at the 169,14 -116,27
39,217, 61,562. 26,704, -1,373, 117,478
beginning of 2,356. 3,941.0
623.00 00 791.00 514.00 ,877.00
current year 00 0
III.Changed in the -747,12 8,214,8 -364,90 7,102,7
current year 9.00 10.00 6.00 75.00
（1）Total
-747,12 8,214,8 -364,90 7,102,7
comprehensive
9.00 10.00 6.00 75.00
income
76
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
（II）Investment
or decreasing of
capital by owners
1．Ordinary Share
s invested by hare
holders
2 ． Holders of oth
er equity instrume
nts invested capital
3．Allotment to the
owners (or
shareholders)
4．Other
(IV) 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 term
(V) Special
reserves
1. Provided this
year
77
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
2．Used this term
（VI）Other
169,14 -108,05
IV. Balance at the 39,217, -685,56 26,704, -1,738, 124,581
2,356. 9,131.0
end of this term 623.00 7.00 791.00 420.00 ,652.00
00 0
Statement of change in owner’s Equity of the Parent Company
Amount in this period
In RMB
Amount in this period
Other Equity instrusment
Other
Less: Common Attribut Total of
Items Share Capital Compreh Surplus
preferre Sustain Shares in risk able owners’
Capital Other reserves ensive reserves
d stock able stock provision profit equity
Income
debt
I.Balance at the 169,142, 31,606,59 -4,398,23 26,309,28 -91,500, 131,159,3
end of last year 356.00 8.00 4.00 7.00 667.00 40.00
Add: Change of
accounting
policy
Correcting of
previous errors
Other
II.Balance at the
169,142, 31,606,59 -4,398,23 26,309,28 -91,500, 131,159,3
beginning of
356.00 8.00 4.00 7.00 667.00 40.00
current year
III.Changed in the -4,663,8 -4,663,89
current year 90.00 0.00
（I）Total
-4,663,8 -4,663,89
comprehensive
90.00 0.00
income
(II) Investment or
decreasing of
capital by owners
1．Ordinary Share
s invested by hareh
olders
78
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
2 ． Holders of oth
er equity instrume
nts invested capital
3.Amount of
shares paid and
accounted as
owners’ equity
4．Other
（III）Profit
allotment
1.Providing of
surplus reserves
2．Allotment to the
owners (or
shareholders)
3．Other
(IV)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
(V) Special
reserves
1. Provided this
year
2．Used this term
（VI）Other
IV. Balance at the 169,142, 31,606,59 -4,398,23 26,309,28 -96,164, 126,495,4
end of this term 356.00 8.00 4.00 7.00 557.00 50.00
Amount in last year
79
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
In RMB
Amount in last year
Other Equity instrusment
Other Commo
Items
Less: Attribu Total of
Share Capital Compreh Surplus n risk
preferre Sustain Shares table owners’
Capital Other reserves ensive reserves provisio
d stock able in stock profit equity
Income n
debt
I.Balance at the 169,142, 31,606,59 -4,398,23 26,309,28 -88,963, 133,696,7
end of last year 356.00 8.00 4.00 7.00 263.00 44.00
Add: Change of
accounting
policy
Correcting of
previous errors
Other
II.Balance at the
169,142, 31,606,59 -4,398,23 26,309,28 -88,963, 133,696,7
beginning of
356.00 8.00 4.00 7.00 263.00 44.00
current year
III.Changed in the -2,537,4 -2,537,40
current year 04.00 4.00
（I）Total
-2,537,4 -2,537,40
comprehensive
04.00 4.00
income
(II) Investment or
decreasing of
capital by owners
1．Ordinary Share
s invested by hareh
olders
2 ． Holders of oth
er equity instrume
nts invested capital
3.Amount of
shares paid and
accounted as
owners’ equity
4．Other
（III）Profit
80
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
allotment
1.Providing of
surplus reserves
2．Allotment to the
owners (or
shareholders)
3．Other
(IV)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
(V) Special
reserves
1. Provided this
year
2．Used this term
（VI）Other
IV. Balance at the 169,142, 31,606,59 -4,398,23 26,309,28 -91,500, 131,159,3
end of this term 356.00 8.00 4.00 7.00 667.00 40.00
III.Basic Information of the Company
1. Enterprise registration address, organization mode and headquarter address.
Shenzhen Victor Onward Textile Industrial Co., Ltd. (hereinafter referred to as "the Company"), grew out of the Xingnan
Printing Factory Co., Ltd, founded in 1980, was the first wholly foreign-owned enterprise in Shenzhen. In April 1984, Xingnan
Printing Factory Co., Ltd was changed into foreign joint venture, and was renamed Shenzhen Victor Onward Textile Industrial
Co., Ltd. . On November 19, 1991, the Company was reorganized into a joint stock limited company and renamed Shenzhen
Victor Onward Textile Industrial Co., Ltd. pursuant to the approval of Shenzhen Municipal Government. The Company has got
the Registration No. of Legal Entity Business License : 440301501131182.
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The domestically listed RMB ordinary shares ("A shares, Stock code: 000018" ) and domestically listed foreign investment shares
("B shares ,stock code: 200018") issued by the Company were listed on Shenzhen Stock Exchange in 1992.
After years of bonus issue, rights issue, share capital and the issuance of new shares,By December 31, 2014, 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. Registered Capital：
169.1424 million. Registration address and headquarter address are 26 Kuipeng Road, Kuiyong Town, Longgang District, Shenzhen.
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.
The Company has got the Registration No. of Legal Entity Business License : 440301501131182.
Registration address：26 Kuipeng Road, Kuiyong Town, Longgang District, Shenzhen.
2.Business scope:
General business ：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.
3.Business nature
The nature of the company's business and main business activities
The Company engages in textile printing & Dyeing industry .
There are four entities included in the current consolidated financial statementsthe, including:
Name Type Level Shareholding ratio Percentage of voting
（%） rights比例（%）
Victor Onward (HK) Co., Ltd Wholly owned II 100 100
subsidiary
Shenzhen Nanhua Printing & dyeing Co.,Ltd. Wholly owned II 69.44 69.44
subsidiary
Nanhua Xingye Co., Ltd. Wholly owned II 100 100
subsidiary
Shenzhen East Asia Victor Onward Printing & Hoding II 51 51
dyeing Textile Co., Ltd. subsidiary
There reduced one entity included in the current consolidated financial statementsthe compared to the previous period,specifically
1. The subsidiary no longer consolidated, special purpose entities, the entity that loss control of the operating right by way of commis
sion and rental of business.
Name Reasons of change
Shengzhong Enterprise Co., Ltd. On
December 12, 2014, the Registrar of Companies in Hong Kong SAR completed de
registration, has been dissolved.
For specific information detailed in the entity scope of consolidation change, refer to No. 8-Change in the scope of
consolidation."
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Notes :A brief description of the scope of the consolidated financial statements and changes in the current period,
and index of the "note 8-changes in the scope of consolidation," "Note 9-Interest in other subjects" .
IV.Basis for the preparation of financial statements
1.Basis for the preparation
The company is based on continuous operation, according to the actual transactions and events, in accordance with "Accounting Stan
dards for Enterprises - Basic Standards" issued by the Ministry of Finance and specific corporate accounting standards, corporate acc
ounting standards application guide, explained Accounting Standards and other regulations (hereinafter referred to as "Enterprise Acc
ounting Standards") are recognized and used to measure, on this basis, combined with China Securities Regulatory Commission, "pu
blic offering of securities of the Company disclosure Rule No. 15 - financial Reporting general Provisions" (2014 revised) , the finan
cial report was based on it.
2. Continuous operation.
The Company since 12 months after the reporting period does not exist on the company's continued viability of significant concern e
vents or circumstances.
V. Significant accounting policies and accounting estimates
Specific accounting policies and accounting estimates tips:
1. 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.
2.Fiscal Year
The Company adopts the Gregorian calendar year commencing on January 1 and ending on December 31 as the fiscal year.
3.Standard currency for bookkeeping
The Company takes RMB as the standard currency for bookkeeping.
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.
4.The accounting solution of business combinations under the same and different 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:
1.These deals are simultaneously entered into effect or under the consideration of mutual influence;
1. These transactions must be as a whole to achieve a complete business performance;
2. The occurrence of one deal is depended on that of other transactions;
3. Single transaction maybe is uneconomical, but it is economical when it is considered together with other transactions.
(2) 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,
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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.
If there exists contingent consideration and estimated liabilities or assets are needed to confirm, the capital reserves (capital premium
or stock premium) shall be adjusted for the difference between the amount of the estimated liabilities or assets and the settlement
amount of subsequent contingent consideration, or the retained earnings shall be adjusted when the capital reserves are insufficient.
For the business combination ultimately realized through multiple transactions and the package deal, all the transactions will be
conducted the accounting treatment as the deal with acquisition of control. For the non-package deal, the capital reserves shall be
adjusted for the difference between the initial investment cost of long-term equity investment and the sum of the book value of
long-term equity investment before merging and that of new consideration payment obtained on the merger date, or the retained
earnings shall be adjusted if the capital reserves are insufficient to offset. As for the equity investment held before the merger date,
the accounting treatment will not be conducted temporarily for other comprehensive income accounted and confirmed by equity
method, financial ways and measurement criteria until there is the same basis to directly dispose the relevant assets or liabilities by
the invested party in disposal of the investment. Also, the accounting treatment will not be done temporarily for other changes in
owner equity of the net assets accounted and confirmed with the equity method from the invested party except for the net profit or
loss, other compressive income and the profits distribution until the profits and losses of the current period are transferred in disposal
of the investment.
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. For the transaction expenses directly related to the
merger consideration by the issued equity instruments, the capital reserves shall be offset, the surplus reserves and the undistributed
profits will be successively offset if the capital reserves are not sufficient. At the same time, the transaction expenses will be included
into the initially recognized amount of the debt instruments.
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 assets and liabilities acquired in the business combination by the merger party should be measured as per the book value of
consolidated financial statement of the ultimate control party for the owner equity of the merged party on the merger date.
For the business combination ultimately realized through multiple transactions and the package deal, all the transactions will be
conducted the accounting treatment as the deal with acquisition of control. For the non-package deal, the long-term equity investment
held by the merger party before merging will change if the relevant profit and loss, other comprehensive income and other owner
equity are confirmed between the ultimate control date and the merger date for the merger party and the merged party on the
acquirement date, and shall respectively offset the initial retained incomes or the profits and losses of the current period during the
comparative statement.
If there is different for the accounting policy adopted by the merged parties and the company, the company shall make adjustment
according to its accounting policy at the merger date. On this basis, the company will recognize as per the provisions of Accounting
Standards for Business Enterprises.
(3). 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
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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 transactions, it shall
distinguish the individual financial statements and the incorporated financial statements to conduct the related process of accounting
treatment:
For the non-package deal, the relevant accounting treatment should be respectively conducted for the individual financial statement
and the consolidated financial statements:
(1) For the individual financial statements and the equity investment held before the merger date and accounted by the equity method,
the sum of the book value of equity investment from the purchased party held before the purchase date and the new investment cost
at the purchase date shall be as the initial investment cost of the investment.
As for the equity investment held before the merger date and confirmed and accounted by the financial ways and measurement
criteria, the sum of the fair value of equity investment and the new investment cost at the merger date shall be as the initial
investment cost at the merger date. The difference between the original fair value of equity and the book value and the variation in
the accumulative fair value originally included into other comprehensive incomes shall recorded into the current investment incomes
at the merger date.
（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.
5.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 continually calculated by the original subsidiary company since the merger date on the basis of the
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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.
6.Joint venture arrangements classification and Co-operation accounting treatment
1.Joint venture arrangements classification
Under the terms of the structure of the company, the legal form of the joint venture arrangements agreed in the joint venture
arrangements, other factors such as the relevant facts and circumstances, the joint venture arrangements include co-operation and
joint ventures.
The joint venture arrangement unreached by individual entity is divided into common business; joint venture arrangement
reached by individual entity usually classified as a joint venture; but there is conclusive evidence that any of the following
conditions are satisfied and the division of joint venture arrangements in line with the relevant laws and regulations for the
common business:
（1）The legal form of a joint venture arrangement shows that the joint venture party have rights and bear obligations in respect of
the relevant assets and liabilities.
（2）Contractual terms of the JV agreement arrangements agrees that the joint venture party have rights and bear obligations in
respect of the relevant assets and liabilities.
（3）Other relevant facts and circumstances indicate that the joint venture party have rights and bear obligations in respect of the
relevant assets and liabilities.
If joint venture parties enjoy almost all outputs associated with the joint venture arrangements, and the settle of the liability
arrangement continued reliance on joint venture the joint venture party support.
2.The joint operation on Accounting treatment
The Company confirms that the following items share a common interest in the business associated with the Company, and audit
in accordance with the provisions of the relevant enterprise accounting standards:
（1）Confirm individual assets and common assets held based on shareholdings;
（2）Confirm individual liabilities and shared liabilities held based on shareholdings;
（3）Confirm the income from the sales revenue of co-operate business output
（4）Confirm the income from the sales of the co-operate business output based on shareholdings;
（5）Confirm the individual expenditure and co-operate business cost based on shareholdings.
The company co-operates to invest or sell assets (excluding the assets constituting the business), before sold to third party, only
confirm the part of transaction gains and losses that attributable to other participants. Assets sold in accordance with "Enterprise
Accounting Standards No. 8 Impairment of Assets" and other provisions, the Company confirmed all the loss.
The company co-operates to purchase assets (excluding the assets constituting the business), before sold to third party, only
confirm the part of transaction gains and losses that attributable to other participants. Assets acquired in accordance with "Enterprise
Accounting Standards No. 8 Impairment of Assets" and other provisions, the Company confirmed that part of loss based on
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shareholdings.
The Company is not entitled to jointly controlled, if the Company co-operate the relevant assets and bear related liabilities, need
accounting treatment based upon the above principles.
Otherwise, should be accounted in accordance with the relevant provisions of accounting standards.
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 shot exchange rate on the transaction date is adopted as the translation exchange rate to convert to RMB for bookkeeping when
the foreign currency transaction is initially recognized.
On the balance sheet date, the monetary items of foreign currency are translated as per the shot exchange rate on the balance sheet
date, the foreign exchange conversion gap arising from which, except for the balance of exchange arising from special foreign
currency borrowings for the purchase and construction of qualified assets subject to the principle of borrowing costs, shall be
recorded into the profits and losses of the current period. The non-monetary items of foreign currency measured at the historical cost
shall still be translated at the spot exchange rate on the transaction date, of which the amount of functional currency shall not be
changed.
The non-monetary items of foreign currency measured at the fair value shall be translated at the spot exchange rate on the fair value
recognized date, the foreign exchange conversion gap arising from which shall be as the variation in the fair value to be recorded into
the profits and losses of the current period. The balance of exchange arising from the non-monetary items of a sellable cash shall be
recorded into other comprehensive incomes.
（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.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.
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(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 financial assets or financial liabilities which are measured at their fair values and of which the variation is recorded into the
current profits and losses, include transactional financial assets or liabilities and the directly designated financial assets or liabilities
which are measured at their fair values and of which the variation included in the current profits and losses.
The transactional financial assets or liabilities refer to the financial assets or liabilities meeting any of the following requirements:
1) The purpose to acquire the financial assets or liabilities is for selling, repurchase or repo of them in the short-term.
2) Forming a part of the identifiable combination of financial instruments which are managed in a centralized way and for which
there are objective evidences proving that the company may manage the combination by way of short-term profit making in the near
feature.
3) Being a derivative financial instrument, excluding the designated derivative instruments which are effective hedging instruments,
or derivative instruments belong to financial guarantee contracts, and the derivative instruments which are connected with the equity
instrument investments for which there is no quotation in the active market and whose fair value cannot be reliably measured, and
which shall be settled by the delivery of the equity instruments.
Only the financial assets or liabilities meeting any of the following requirements can be designated when they are initially recognized,
as financial assets or financial liabilities as measured at its fair value and of which the variation is recorded into the current profits
and losses:
1) The designation is able to eliminate or obviously reduce the discrepancies in the recognition or measurement of relevant gains or
losses arisen from the different basis of measurement of the financial assets or financial liabilities;
2) The official written documents on risk management or investment strategies have recorded that the combination of the financial
assets, the combination of the financial liabilities, or the combination of the financial assets and liabilities will be managed and
evaluated on the basis of the fair value and reported to the key management personnel.
3) The mixed instrument including one item or multiple items of the embedded derivative instrument, unless the embedded derivative
instrument has not significant change of the cash flow of the mixed instrument or shall not obviously be separated from the relevant
mixed instrument.
4) The mixed instrument which includes the embedded derivative instrument which should be separated but can’t be made an
independent measurement when obtaining or subsequently on the balance sheet date.
The company recognizes the financial assets or financial liabilities which are measured at their fair values and of which the variation
are recorded into the current profits and losses, as the initially recognized amount as per the fair value (deducting the cash dividends
declared but not issued yet or the bond interest matured but not withdrawn yet) when acquiring, and the relevant transaction costs are
recorded into the current profits and losses. At the same time, the acquired interests or cash dividends are recognized as the
investment incomes during the holding period, and the changes in the fair value are recorded into the current profits or losses at the
end of period. When disposing, the balance of the fair value and the initial bookkeeping amount is recognized as the investment
income, and the profits or losses of the variation of the fair value should be adjusted.
(2) The account receivables
The loan receivables arising from the goods for sale or the services provided by the company, the loans of other enterprises including
the receivables held by the company excluding the liability instrument with quotation in the active market, and the contract received
with the purchaser or the agreed price should be as the initially recognized amount. The financing receivables will be recognized
initially as per the current value.
When drawing back or disposing, the difference of the acquired price and the book value of the account receivables shall be recorded
into the current profits or losses.
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(3) The investments of held-to-maturity
The held-to-maturity investment refers to a non-derivative financial asset with a fixed date of maturity, a fixed or determinable
amount of repo price and the company holds for a definite purpose or is able to hold until its maturity.
The company regards the held-to-maturity investment as the initially recognized amount as per the sum of the fair value (deducting
the bond interest matured but not withdrawn yet) and the relevant transaction costs when acquiring. The interest income shall be
recognized and recorded into the investment returns measured on the basis of the post-amortization costs and the actual interest rate
during the holding period. The actual interest rate is confirmed when acquiring and remains unchanged within the predicted term of
existence or within a shorter applicable term. When disposing, the balance of the acquired price and the book value of the investment
shall be recorded into the investment returns.
If the amount of the held-to-maturity investment disposed or re-classified as other financial assets is more than that of the sold or
re-classified held by the company, the surplus of such investment shall be immediately re-classified as a sellable financial asset after
disposed or re-classified. At the re-classification day, the balance between the book value of investment and its fair value shall be
computed into other comprehensive incomes, and when the sellable financial asset is impaired or transferred out when it is
terminated from recognizing, it shall be recorded into the profits and losses of the current period, with the exception of the following:
1) The date of sale or re-classification is quite near to the maturity date or the repo date of the investment (e.g., with 3 months prior to
maturity) that any change of the market interest rate will produce little impact upon the fair value of the investment.
2) The company has drawn back all the initial principal of the investment by way of repayment according to the provisions of the
contract.
3) The sale or re-classification is caused by any independent event that the company cannot control, predicted not to occur again and
is hard to be reasonably predicted.
(4) The financial assets available for sale
The sellable financial assets refer to the non-derivative financial assets which are designated as sellable when they are initially
recognized as well as the financial assets other than other financial assets class.
The company regards the sellable financial assets as the initially recognized amount as per the sum of the fair value (deducting the
cash dividends declared but not issued yet or the bond interest matured but not withdrawn yet) and the relevant transaction costs
when acquiring. The acquired interest or cash dividends shall be recognized as the investment returns during the holding period. The
gains or losses arising from the change in the fair value of a sellable financial asset, with the exception of the impairment losses and
the gap arising from foreign exchange conversion of financial cash assets in any foreign currency, shall be directly included in other
comprehensive incomes. When the disposal of the sellable financial assets, the balance between the acquired price and the book
value of the financial assets shall be recorded into the profits and losses of the investment. Meanwhile, the accumulative amount
relevant to the disposed amount arising from the change in the fair value of other comprehensive incomes which are directly included
shall be transferred out and recorded into the profits and losses of the investment.
The equity instrument investment which has no quotation in the active market and whose fair value cannot be reliably measured, and
the derivative financial assets which are connected with the equity instrument and required to settle by the delivery of the equity
instrument shall be measured by costs.
(5) Other financial liabilities
The originally recognized amount shall be regarded as per the sum of fair value and the relevant transaction costs, and the
subsequent measurement will be made by adopting the post-amortization 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
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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.
(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.
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 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:
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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;
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 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.
The ―cost‖ mentioned above shall be recognized on the basis of the balance of the obtained principals and the amortized amount
deducted from the initially obtained costs of the sellable equity instrument investment and the impairment losses originally recorded
into the profits and losses. The ―fair value‖ is recognized based on the closing price of stock exchange at the end of period unless
there exists the restricted period for the sellable equity instrument investment. The sellable equity instrument investment which shall
be recognized according to the compensation amount, which required in the risks due to the equity instrument unable to be sold in the
open market undertaken by the market participant during the specified period, deducted from the closing price of stock exchange at
the end of period.
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
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would have been had the impairment not been recognized at the date the impairment is reversed.
(7)Offset of financial asset and financial liability
The financial assets and financial liabilities are respectively shown in the balance sheet and no offset each other. However, the net
amount after offset will be displayed in the balance sheet if the following requirements are simultaneously met:
(1) The company has the legal rights to offset the recognized amount, and the legal rights are performable at present.
(2) The company plans to settle with net amount or simultaneously sell off the financial assets and pay off the financial liabilities.
10. Accounts receivable
（1）Accounts receivable with material specific amount and specific provisioned bad debt preparation.
Judgment criteria or amount standard of material specific amount
Exceeding RMB 1 million (Including)
or amount criteria
Conduct the devalue test separately. Set up the bad debt reserve
according to the shortfall of the present value of expected future
Provision method with material specific amount and provision of cash flows against its carrying amount and record it into the
specific bad debt preparation profits & 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 credit risk Group
Name Method for recognition of impairment allowances
Group of account age The age analysis
Group of Related party Other
Deposit group Other
Accounts on age basis in the portfolio：
√applicable□ not applicable
Age Rate for receivables(%) Rate for other receivables(%)
Within 1 year（Included 1 year） 3.00% 3.00%
1－2 years 10.00% 10.00%
2－3 years 50.00% 50.00%
Over 3 years 100.00% 100.00%
3－4 years
4－5 years
Over 5 years
Accounts on percentage basis in group：
□ applicable √not applicable
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Age Rate for receivables(%) Rate for other receivables(%)
Notes：Fill in the name of specific group and provision proportion.
Accounts on other basis in group：
√applicable□ not applicable
Age Rate for receivables(%) Rate for other receivables(%)
Group of Related party 0.00% 0.00%
Deposit group 0.00% 0.00%
Notes：Fill in the name of specific group and provision proportion.
(3)Account receivable with non-material specific amount but specific bad debt preparation
There is objective evidence that the Company will be unable to r
Reason of specific bad debt preparation provision：
ecover the money under the original terms of receivables.
According to accounts receivable present value to estimated futur
Provision method of bad debt preparation
e cash flows lower than its book value. Make provision of the bal
ance.
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,
Including raw materials, working materials, processing materials, products, homemade semi-finished products (finished goods), issue
d commodities.
（2）Pricing method of stock delivered
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. Stock delivered is measured according to weighted average method.
（3）Confirmation basis of stock net realizable value and withdrawal method of inventory falling price reserves.
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,
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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.
（5）Amortization method of consumption goods with low value and wrap page
(1) Consumption goods with low value: Consumption goods with low value adopt one time amortization method when used.
Packing:
(2)Wrap page: Wrap page adopts one time amortization when used.
（3）Other turnover material adopts one time amortization when used.
12. Classified as the assets held for sale
1. Recognition criteria for the classification of the assets held for sale
The company will recognize the combination parts of the enterprise (or non-current assets) which simultaneously meet the
following requirements, as the components of the assets held for sale.
(1) The components should be immediately sold under the current condition only according to the usual terms of the parts sold.
(2) The enterprise has made resolution for the disposal of the components, the approval of shareholders’ meeting or relevant authority
agency if the shareholder’s approval is requested by the rules.
(3) The enterprise has signed the irrevocable transfer agreement with the transferee.
(4) The transfer shall be completed within one year.
2. Accounting method for the classification of the assets held for sale
For the fixed assets held for sale, the company shall adjust the estimated net residual value of the fixed assets in order to make it
reflecting the amount after the disposal costs deducted from the fair value, which doesn’t exceed the original book value of the fixed
assets when the condition of holding for sale is met. The impairment losses of the assets shall be regarded and recorded into the
current profits and losses if the original book value is more than the balance of the estimated net residual value after adjusting. The
fixed assets held for sale which not withdraw the depreciation or amortization shall be measured according to the lesser one between
the balances of the book value or the fair value minus the disposal costs respectively.
The equity investment, intangible assets and other non-current assets held for sale shall be handled as per above mentioned principles,
but excluding the deferred income tax assets, the financial assets regulated in ―Accounting Standards for Enterprises No.22 –
Recognition and Measurement of Financial Instruments‖, the investment property and the biological assets measured by the fair
value, and the contractual right issued in the insurance contract.
13.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 IV / (V). While, the long term equity investment
acquired through liability reorganization is booked on the basis of fair value.
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(2) The long-term equity investments acquired by other ways
For the long-term equity investment acquired by the cash payment method, the purchase price of actual payment as the initial
investment cost, which includes costs, taxes and other necessary expenses directly relevant to the long-term equity investment
acquired.
For the long-term equity investment acquired by the issuance of the equity securities, the fair value of the issuance of the equity
securities as the initial investment cost. The transaction costs occurred in the issuance or acquirement of own equity instruments can
be deducted from the equity for those that can be directly included in the equity transactions.
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
（1）Cost method
The company can adopt the cost method to account the long-term equity investment controlled by the invested party and follow the
initial investment cost to calculate the price and add or take back the investment and adjust the costs of long-term equity investment.
Except for the price of actual payment in acquiring investment or the cash dividends or profits declared but not issued yet included in
the consideration, the company shall recognize the cash dividends or profits delivered by the invested party as the current investment
returns.
(2) The equity method
The company shall adopt the equity method to account the long-term equity investment of the joint ventures and the cooperative
enterprises, and use the measurement of the fair value and record the changes into the profits and losses for the parts of the equity
investment of the joint ventures indirectly held by risk investment agency, mutual fund, trust company or other similar bodies
including the investment-link-insurance funds.
For the initial investment cost of the long-term equity investment is more than the balance of the shares of the fair value of the
identifiable net assets from the invested party in investment, the initial investment cost of the long-term equity investment shouldn’t
be adjusted. If less, recorded into the current profits and losses.
The investment returns and other comprehensive incomes will be respectively recognized as per the shares of the net profits and
losses and other comprehensive returns realized by those shared and undertaken invested parties after the company acquires the
long-term equity investment, and the book value of long-term equity investment shall be adjusted simultaneously. Also, the shared
parts shall be calculated according to the profits and cash dividends delivered by the invested party, and the book value of long-term
equity investment shall be reduced correspondingly. For other changes in owner’s equity of the invested parity except for net profits
and losses, other comprehensive returns and profits distribution, the book value of long-term equity investment shall be adjusted and
the owner’s equity should be recorded into.
The shared portions of the net profits and losses of the invested party shall be recognized by the company after the net profits of the
invested party are adjusted based on the fair value of the identifiable assets from the invested party when acquiring the investment.
Also, the profits and losses of investment are recognized on the basis of the offset of the shared proportion for the internal transaction
profits and losses issued but not realized yet between the company and the joint venture and the cooperation enterprises.
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The following steps should be taken when the company confirms to share the losses of the invested party: First, offset the book value
of the long-term equity investment. Then, offset the book value of the long-term receivables after recognize the investment losses
based on the book value of long-term equity of the net investment from the invested party if the book value of the long-term equity
investment is insufficient to offset. Last, recognize the estimated loads as per the estimated liability undertaken and record into the
current investment losses if additional liability is still needed to undertake based on the provisions of investment contract or
agreement after above-mentioned steps.
For the profits realized by the invested party during the future period, the company shall handle based on the opposite steps after
deducting the unconfirmed losses undertaken, and resume the recognized investment returns after reduce the confirmed book balance
of estimated liabilities and resume other book values of long-term rights and investments of the net investment from the invested
party.
3. Transformation of accounting method for the long-term equity investment
(1) The fair value measurement transformed to the equity method
For the equity investments originally held by the company and having non-control, joint control or major impact on the invested
party through the accounting treatment as per the confirmation of financial instrument and the measurement criterion, which can have
significant impact or haven’t control on the invested party due to the additional investment, the sum of the fair value of the equity
investment originally held and the new investment costs based on the recognition of ―Accounting Standards for Enterprises No.22 –
Recognition and Measurement of Financial Instruments‖ shall be regarded as the initial investment costs accounted by the equity
method.
If the equity investment held originally can be classified as the financial assets for sale, the difference between the fair value and the
book value, and the variation in the accumulative fair value of other comprehensive returns recorded originally will be transferred
into the current profits and losses accounted by the equity method.
If the initial investment costs accounted by the equity method is less than the difference between the portions of the fair value of the
identifiable net assets shared from the invested party on the additional investment date calculated and recognized as per the new
shareholding proportion after the additional investment, the book value of long-term equity investment should be adjusted and which
shall be recorded into the current nonbusiness incomes.
(2) The fair value measurement or the equity method transformed to the cost method
For the equity investments originally held by the company and having non-control, joint control or major impact on the invested
party through the accounting treatment as per the confirmation of financial instrument and the measurement criterion, or the
long-term equity investments in the joint ventures and the cooperative enterprises held originally, which can have control on the
invested party under non-common control due to the additional investment, the sum of the book value of the equity investment
originally held and the new investment costs in preparation of individual financial statement shall be regarded as the initial
investment costs accounted by the cost method.
Other comprehensive returns accounted and recognized for the equity investment held prior to the purchase date by adopting the
equity method, should be conducted the accounting treatment according to the same basis of relevant assets or liabilities directly
disposed by the invested party.
If the equity investment held before the purchase date is conducted the accounting treatment according to the relevant provisions of
―Accounting Standards for Enterprises No.22 – Recognition and Measurement of Financial Instruments‖, the variation in the
accumulative fair value of other comprehensive returns recorded originally shall be transferred to the current profits and losses
accounted by the cost method.
(3) The equity method transformed to the fair value measurement
If the company loses the joint control or major impact on the invested party due to disposal of part of equity investments, the
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remaining equity after disposed should be accounted according to ―Accounting Standards for Enterprises No.22 – Recognition and
Measurement of Financial Instruments‖, and the balance between the fair value and the book value shall be recorded into the current
profits and losses on the date of joint control or major impact lost.
Other comprehensive returns accounted and recognized for the original equity investment by adopting the equity method, should be
conducted the accounting treatment according to the same basis of relevant assets or liabilities directly disposed by the invested party
when stop to account by the equity method.
(4).The cost method transforming to the equity method
If the company loses the control of the invested party due to disposal of part of equity investments, and the remaining equity after
disposed can have joint control or major impact on the invested party in preparation of individual financial statement, the equity
method shall be adopted to conduct accounting and the remaining equity shall be regarded to use the equity method to account and
adjust when acquiring.
(5) The cost method transforming to the fair value measurement
If the company loses the control of the invested party due to disposal of part of equity investments, and the remaining equity after
disposed can’t have joint control or major impact on the invested party in preparation of individual financial statement, the relevant
provisions of ―Accounting Standards for Enterprises No.22 – Recognition and Measurement of Financial Instruments‖ should be
followed to conduct the accounting treatment, and the balance between the fair value and the book value shall be recorded into the
current profits and losses on the date of control lost.
4. Disposal of the long-term equity investment
The difference between the book value and the price acquired actually in disposal of the long-term equity investment should be
recorded into the current profits and losses. The long-term equity investment accounted by the equity method shall be conducted the
accounting treatment of part of other original comprehensive returns as per the corresponding proportion on the same basis of the
relevant assets or liabilities directly disposed by the invested party when the disposal of the investment.
If the following one or multiply requirements are met for all transaction terms, conditions and economic impact in disposal of the
equity investment of subsidiary, the multiply transactions will be regarded as the package deal to conduct the accounting treatment:
(1) These transactions are signed simultaneously or after the consideration of the influence each other.
(2) These transactions should be as a whole to achieve a complete business result.
(3) One transaction occurs depending on the issuance of at least other one transaction.
(4) It is uneconomic for one transaction, but economic with other transactions.
For the control on the original subsidiary lost due to disposal of part of the equity investment or other reasons and the non-package
deal, the relevant accounting treatment should be respectively conducted for the individual financial statement and the consolidated
financial statements:
(1) In the individual financial statement, the difference between the book value and the price acquired actually in disposal of the
equity shall be recorded into the current profits and losses. If the remaining equity after disposed can have joint control or major
impact on the invested party, the equity method shall be adopted to conduct accounting and the remaining equity shall be regarded to
use the equity method to account and adjust when acquiring. If the remaining equity after disposed can’t have joint control or major
impact on the invested party, the relevant provisions of ―Accounting Standards for Enterprises No.22 – Recognition and
Measurement of Financial Instruments‖ should be followed to conduct the accounting treatment, and the balance between the fair
value and the book value shall be recorded into the current profits and losses on the date of control lost.
(2) In the consolidated financial statements, for all the transactions before the control on subsidiary lost, and the balance between the
disposal price and the long-term equity investment respectively minus the net assets from the purchase date or the combination date
of subsidiary, the capital reserves (stock premium) shall be adjusted, or the retained earnings shall be adjusted when the capital
reserves are insufficient. When the control on the subsidiary lost, the remaining equity should be measured again according to the fair
value on the control lost date. The difference of the consideration acquired by the disposal of equity and the fair value of the surplus
equity minus the net assets portion of the original subsidiary calculated from the purchase date a per the original stock proportion
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shall be recorded into the current investment income after the control lost and offset the business reputation. Other comprehensive
returns relevant to the original subsidiary shares investment shall be transferred into the current investment returns when the control
lost.
For the package deal for all the transactions in disposal of the equity investment till the control lost, all the transactions will be
conducted the accounting treatment as a deal to dispose and the relevant accounting treatment should be respectively conducted for
the individual financial statement and the consolidated financial statements:
(1) In the individual financial statement, all the differences between the book value of the long-term equity investment of the prices
disposed and the equity disposed before the control lost shall be recognized as other comprehensive incomes and recorded into the
current profits and losses in the control lost.
(2) In consolidated financial statement, all the differences between the net assets portions of subsidiary of the prices disposed and
the investment disposed before the control lost shall be recognized as other comprehensive incomes and recorded into the current
profits and losses in the control lost.
5. Criteria of the judgment of joint control and significant impact
If the company controls an arrangement together with other parties according to the relevant agreement, the activity
decision-making with significant impact for the arrangement should be achieved after the unanimous agreement gained from the
control parties, which is regarded as the joint control of one arrangement with other parties and the arrangement is belong to the
cooperative arrangement.
The cooperative arrangement achieved by the independent body which should be as the cooperative enterprises and the equity
method shall be adopted to account according to the relevant agreement to judge when the company has rights to the net assets of the
independent body. If hasn’t rights, the independent body shall be as the joint operation, the company shall recognize the items related
to the benefit portions of joint operation and the accounting treatment should be conducted according to the relevant provisions of
accounting standards for enterprises.
The significant impact refers to the investor has rights to participate in decision-making for the finance and operation policy of the
invested party, but can’t control or jointly control the setup of these policies with other parties. The company has made judgment of
significant impact on the invested party through the following one or multiply conditions and under comprehensive consideration of
all facts and status.
(1) There are representatives in the board of Directors or equivalent authorities of the invested party.
(2) Participate in the setup process of finance and operation policies of the invested party.
(3) There is major transactions occurred among the invested parties.
(4) Dispatch the management to the invested party.
(5) Offer the key technical data to the invested party.
14. Investment real estate
The measurement mode of investment property
The measurement by the cost method
Depreciation or amortization method
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
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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
20-50 0% 2%-5%
Real estate in
Hongkong
20-30 10% 3%-4.5%
Real estate in
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.
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.
Basis of the fair value measurement chosen
15.Fixed assets
（1）Confirmation conditions
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.
The fixed assets of the company shall be initially measured by costs. Of which, the fixed assets costs purchased include
purchase price, import duties, other relevant taxes and other expenses that make the fixed assets can be used. The costs of
self-constructed fixed assets are the expenses arisen from the construction of the assets reaching the expected use status. The fixed
assets invested by the investors shall be recorded into the accounting value according to the value agreed in the investment contract
or agreement, but the unfair value agreed in the contract or agreement shall be bookkept as per the fair value. If the price for purchase
of the fixed assets is beyond the usual credit term and delay in payment, and there actually is financial, the cost of fixed assets shall
be recognized based on the present value of purchase price. The difference between the price paid actually and the present value of
purchase price shall be recorded into the current profits and losses within the credit period except for the capitalization granted.
（2）Depreciation method
Evpected useful Estinated residual value Annual depreciation rat
Type Depreciation method
life（Year） rate e（%）
Real estate in
Straight-line method 20-50 0.00% 2%-5%
Hongkong
Real estate in Straight-line method 20-30 10.00% 3%-4.5%
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China
Machinery and
Straight-line method 5-14 10.00% 6%-18%
equipment
Transportation
Straight-line method 4-5 10.00% 18%-22.5%
equipment
Office equipment and
Straight-line method 5 10.00% 18%
other
1) The depreciation of the fixed assets
The fixed assets depreciation should be withdrawn within the expected service life according to the recorded value minus the
estimated net residual value. For the fixed assets after the impairment provision withdrawn, the amount of depreciation shall be
recognized according to the book value after the impairment provision deducted and the usable service life in the future.
The company determines the service life and the estimated net residual value of the fixed assets according to the nature and use of the
fixed assets, reviews the service life, the estimated net residual value and depreciation method of the fixed assets at the end of the
year, and makes the corresponding adjustment if it is different to the original estimated value.
2) The subsequent expenditure of the fixed assets
The subsequent expenditure relevant to the fixed assets shall be recorded into the costs of the fixed assets if the recognition
requirements of the fixed assets are met. If not met, recorded into the current profits and losses when occurring.
3) The disposal of the fixed assets
The fixed assets shall be derecognized when the assets are disposed and can be used or there is no economic benefit from the
disposal. The amount of the book value and the relevant taxes deducted from the disposal incomes of the fixed assets sold,
transferred, scraped or damaged.
（2）Cognizance evidence and pricing method of financial leasing fixed assets
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.
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16.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.
17.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 entirely completed, the capitalization
of the borrowing costs shall be ceased when the asset is completed entirely.
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.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.
18..Intangible assets
(1) Valuation method, service life and impairment test
The intangible assets refer to the identifiable non-monetary assets without physical substance owned or controlled by the company,
including software, land use rights, etc.
1．The initial measurement
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 meeting the predetermined objective.
（2）Subsequent measurement
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The Company acquired intangible assets at the time of analysis to determine its life, is divided into a finite useful life and intangible a
ssets with indefinite useful life.
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.
(2) Accounting policy of expenditure for internal research and development
1. The specific standards of the classification of research and development stages of internal R&D projects of the company
Research stage: the stage of the creative and planned investigation and research activities that is to acquire and understand new
scientific or technological knowledge.
Development stage: the stage that the research achievement or other knowledge are applied in some plans or designs for the
production of newly or substantially improved materials, devices, products and other activities before the commercial production or
usage.
The expenditure of internal research and development projects in the research stage shall be recorded into the current profits and
losses when occurring.
2. The special standards of the conformation of capitalization for the expenditure in development stage
The expenditures of internal research and development projects in the development stage shall be recognized as the intangible
assets when the following requirements are simultaneously met:
(1) Complete the intangible assets to make it usable or for sale and have the technical feasibility.
(2) Have the intention to complete the intangible assets for using or sales.
(3) The mode for the economic interest produced by the intangible assets includes the evidence of there being the market for the
products produced by the intangible assets or for the intangible assets by self, and the usefulness for the assets used internal.
(4) There are sufficient technical, financial resources and other resources for support to complete the development of the intangible
assets and there is ability to use or sell the intangible assets.
(5) The expenditure belong to the intangible assets in the development stage can be reliably measured.
The expenditure in the development stage but above-mentioned requirements not met, shall be recorded into the current profits and
losses when occurring. The development expenses recorded into the profits and losses during previous period shall not be recognized
again in the future period. The capitalized expenses in the development stage are shown as the development costs on the balance
sheet, and shall be transferred to the intangible assets from the date that the project reaching to the intended use.
19. Impairment of the long-term assets
The company makes judgment of the long-term assets if there exists the possible impairment at the balance sheet date. If there is the
impairment for the long-term assets, the recoverable amount can be estimated based on the individual asset. If it is difficult to
estimate the recoverable amount of the individual asset, the recoverable amount of asset group shall be recognized on the basis of the
asset group which the asset is belong to.
The estimation of the recoverable amount of assets should be recognized according to the higher one between the net amount of the
fair value minus the disposal costs and the present value of the cash flow of assets expected in the future.
The measurement results of the recoverable amount show that the book value of long-term assets shall be reduced to the recoverable
amount and the reduced amount shall be recognized as the impairment loss of assets and recorded into the current profits and losses,
and the impairment provisions of the relevant assets are withdrawn if the recoverable amount of the long-term assets is less than the
book value. The impairment loss of assets after recognized shouldn’t be reversed in the future accounting period.
After the recognition of the assets impairment loss, the depreciation or amortization costs of the impairment assets should be made
adjustment accordingly in the future period in order to make the assets to systematically amortize the book value of the assets after
adjusted within the remaining service life (the estimated residual value deducted).
The intangible assets with indefinite goodwill and service life due to the combination of enterprise, shall be conducted the
impairment test every year regardless of the impairment.
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The impairment test shall be conducted for the goodwill combining with the relevant asset group or the asset group combination.
When the relevant asset group or the asset group combination including the goodwill are conducted the impairment test, the
impairment test should be firstly conducted for the asset group without the goodwill or the asset group combination, the recoverable
amount shall be calculated and the corresponding impairment loss shall be recognized by comparison with the relevant book value if
there exists the impairment for the asset group relevant to the goodwill or the asset group combination. Then the impairment test
should be conducted for the asset group with the goodwill or the asset group combination, the impairment loss of the goodwill shall
be recognized if the recoverable amount of the relevant asset group or the asset group combination is less than the book value by
comparison of the book value of these relevant asset group or the asset group combination (including the book value of the goodwill
amortized) with the recoverable amount.
20.Long-term amortizable expenses
The long-term unamortized expense refers to all the expenses that occurred and undertaken in the current period or with the
amortization limit of more than 1 year for the company. The long-term unamortized expense shall be amortized within the benefit
period according to the direct method.
21. Remuneration
(1) Accounting methods for short-term compensation
Remuneration refers to all kinds of rewards or compensation that the Company gives to get in return for the services its employees
provide or employment termination. It includes short-term compensation, post-employment benefits, demission benefits and other
long-term employee benefits.
Short-term compensation refers to employees’ payroll that need be paid within the following twelve months after the financial year
services are provided, excluding the post-employment and demission benefits. During the accounting year the employees provide
their services, payroll payable is recognized as liabilities and counted in the costs and expenses of the assets benefiting from
employees’ services.
(2) Accounting methods for post-employment benefits
Post-employment benefits refer to the compensation and benefits that the Company gives to get in return for employees’ services for
their retirement or employment termination, excluding short-term compensation and demission benefits. It falls into two categories,
defined contribution plans and defined benefit plans.
Defined contribution plans are mainly the schemes of pension, unemployment insurance etc. organized and implemented by local
labor and social securities authorities. During the accounting period employees provide their services, payable amounts are calculated
according to the plans and recognized as liabilities and counted in current profit and loss or costs of related assets.
The Company does not have other obligations than paying off the above benefits during specified periods.
(3) Accounting methods for demission benefits
The Company offers compensation to terminate employment with its employees before it expires or encourage them to accept lay-off.
Such compensation is demission benefits and counted in current profit and loss.
(4) Accounting methods for other long-term employee benefits
It is all other employee benefits excluding short-term compensation, post-employment benefits and demission benefits.
22..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;
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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.
It can be recognized separately as assets when estimated liabilities are paid by the Company but can be fully or partly compensated
by a third party and the compensation mostly sure can be received, which does not exceed the book value of estimated liabilities.
23. Share-based compensation
1. Share-based compensation types
Share-based compensation divides into equity settlement and cash settlement.
2. Determining methods for fair value of equity instruments
The fair value of equity instruments such as options granted and existing in the active market can be determined by reference to the
quotations in the active market. Otherwise, it is determined by option pricing model, which should take into account the following
factors: (1) exercise prices of options; (2) validity of options; (3) current prices of underlying shares; (4) estimated volatility of share
prices; (5) estimated dividends; (6) risk-free interest rate of options within validity.
When determining the equity instruments fair value of the granted date, the Company considers the impact of the market conditions
and non-vesting conditions as specified in Share-based compensation agreements. If there are non-vesting conditions and employees
or any other parties satisfy all non-market vesting conditions (for example, service period), Share-based compensation can be
recognized as costs and expenses for received services.
3. Basis of best exercisable equity instruments estimate
Every balance sheet day during the vesting period, the Company makes best estimate according to the most updated number of
employees that are eligible to exercise their options and adjusts the quantity of exercisable equity instruments. On vesting dates, the
final estimated quantity of exercisable equity instruments is consistent with the actual exercisable quantity.
4. Accounting treatment for implementation, amendment and termination of Share-based compensation
Share-based compensation by equity settlement is calculated according to the fair value of granted equity instruments. The
Company can count it in costs and expenses by reference to the fair value of the granted date and increase capital reserve accordingly
if it can be exercised immediately after being granted. If it cannot be exercised till services or performance meets the conditions
during the vesting period, then on every balance sheet date during the vesting period, received services can be counted in related
costs or expenses and capital reserve by reference to best estimates of exercisable equity instruments quantity and its fair value of the
granted date. No adjustments will be made on already recognized costs or expenses and ownership equity after vesting dates.
For share-based compensation by cash settlement, the fair value is measured by reference to that of the liabilities determined based
the shares or other equity instruments the Company undertakes. The Company can count it as costs and expenses by reference to the
fair value of the granted date and increase liabilities accordingly if it can be exercised immediately after being granted. If it cannot be
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exercised till services or performance meets the conditions during the vesting period, then on every balance sheet date during the
vesting period, received services can be counted in related costs or expenses and liabilities by reference to best estimates of
exercisable equity instruments quantity and the fair value of the liabilities the Company undertakes. On every balance sheet date and
settlement date before the related liabilities are cleared, the fair value is re-calculated and the changes are counted in current profit
and loss.
5. Equity instruments changes and accounting treatment
If the granted equity instruments are cancelled during the vesting period, the Company treats it as accelerated vesting and counts in
current profit and loss the amounts that should be recognized during the rest vesting period and recognizes capital reserve
accordingly at the same time. If employees or other parties can choose but fail to satisfy non-vesting conditions during the vesting
period, the Company sees this as cancellation of granted equity instruments.
24. Preferred shares, perpetual capital securities and other financial instruments
Upon initial recognition, the Company categorizes such financial instruments or their components into financial liabilities or equity
instruments in accordance with the financial instruments principles and by reference to the contract terms and the reflected economic
substance of such financial instruments as the issued preferred shares and perpetual capital securities as well as the definitions:
1. Issued financial instruments that meet one of the following conditions are financial liabilities:
(1) Contract obligations to pay cash or other financial assets;
(2) Contract obligations to exchange financial assets or liabilities with other parties under unfavorable conditions;
(3) Derivative instrument contracts that the Company’s own equity instruments must or can be used for settlement and the
Company would deliver its own variable equity instruments;
(4) Derivative instrument contracts that the Company’s own equity instruments must or can be used for settlement, excluding
those that a fixed quantity of its own equity instruments are used in exchange of cash or other financial assets.
2. Equity instruments must meet all the following conditions:
(1) Contract obligations excluding cash or other financial assets payment to others, or unfavorable exchange of financial
assets or liabilities with others;
(3) Derivative instrument contract obligations that the Company’s own equity instruments must or can be used for settlement,
which does not include settlement by delivering variable equity instruments of its own as well as those that a fixed quantity of its
own equity instruments are used in exchange of cash or other financial assets.
3. Accounting methods
As equity instruments, the interest expenses or dividends should be distributed as profit, and its buy-back and write-off should
be treated as changes of equity, from which such transaction expenses such as handling charges and commission are deducted;
As financial liabilities, the interest expenses or dividends should be handled as borrowing expenses, and the income or losses arising
from its buy-back or redemption should be counted in current profit and loss while the transaction expenses like handling charges and
commission being counted in the initial measurement amount of the issued instruments.
25.Revenues
（1）Recognition time for sales of goods
When the Group had transferred the ownership of the risks and rewards of the commodities to the buyer, the Group does not keep
the management right relating to ownership and does not implement effective control on the commodities sold out, the income
amount can be reliably measured, and the related economic benefit will possibly flow into the enterprise, and when the related costs
may happen or had happened can be measured reliably, the realization of the commodity sold out should be confirmed.
Payments on deferred terms are of financing nature in fact and thus, should be recognized at fair value as revenues.
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（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.
As main revenue of the Company, lease income is recognized according to the receivable dates and amounts as specified in
contracts or agreements.
(3) Assets transfers with buy-back conditions
If the Company signs buy-back agreement with the purchase party when selling products or transferring other assets, it should
make a judgment whether the product sale satisfies revenue recognition conditions. As buy-back after sale is financing transaction,
the Company does not recognize sales revenue when delivering products or assets. During buy-back, interests are put aside and
counted in financial expenses based on the differences between buy-back and sales prices.
26.Governmental subsidy
(1)Basis and accounting methods for assets related government subsidies
Assets related government subsidies refer to the government subsidies that are used to purchase or build assets or form long-term
assets in other ways.
At the end of reporting periods, government subsidies are recognized at receivable amounts if there are evidences that the Company
is eligible and anticipated to receive the fund according to the financial support policies. Otherwise, the subsidies are recognized
upon receipt.
Government subsidies as monetary assets are measured at received or receivable amounts. Those as non-monetary assets are
measured at fair value and nominal amount (RMB 1) as fair value cannot be achieved reliably. Such subsidies measured at nominal
amount are directly counted in current profit and loss.
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.
(2). Accounting Method
Proceeds related government subsidies are those government subsidies other than the assets related.
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.
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.
27. Deferred income tax assets/Deferred income tax liability
Deferred income tax assets and liabilities are calculated and recognized according to the differences (temporary differences) between
the taxation base of assets and liabilities and the book value. As at balance sheet dates, both are calculated at applicable tax rates
during the period it is anticipated to take the assets back or clear the liabilities.
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1. References for confirmation of deferred income tax assets
The Company recognizes the deferred tax income assets arising from deductible temporary differences to the limit of the deductible
losses and taxable income that it probably would achieve to reduce deductible temporary differences and carry forward. However, it
does not recognize those arising from the initial measurements of assets or liabilities in the following transactions.
(1)Transactions are not business merge;
(2)It neither affects the accounting profit nor taxable income or deductible losses while transactions being made.
For the deductible temporary differences related to the investments by associated enterprises, which meet the following conditions,
deferred tax assets should be recognized accordingly: the temporary differences are probable to revert in the foreseeable future and it
is very likely to achieve taxable income to deduct such differences.
2.The confirmation basis of deferred income tax liabilities
The Company recognizes the payable but not paid yet taxable temporary differences of current or prior periods as deferred tax
liabilities, which exclude the following:
(1) The temporary differences that are formed at initial measurement of goodwill;
(2) Non-business merge transactions or events that neither affect accounting profits nor the temporary differences arising from
taxable income (or deductible losses);
(3) The taxable temporary differences related to the investments by the subsidiaries and associated enterprises, which can revert
in a controllable timing but will not revert in the foreseeable future.
28.Operational 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.
（2）Finance leased assets: the company inception of the lease, the finance lease receivables, the difference between the present value
and the residual value of its unsecured recognized as unrealized financing income recognized in the respective period of future lease
rental income received, initial direct costs related to the transaction with the rental companies, and included in the initial
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measurement of the finance lease receivable and reduce the amount of revenue recognized over the lease term.
29. Other significant accounting policies and estimates
1. Discontinued operations
The components that are disposed or held for sale and are separable while being operated and financial statements being compiled
are recognized as discontinued operation if they satisfy one of the following conditions:
(1) Such components can represent an independent major business or a major operation region.
(2) Such components are part of disposal plans for an independent major business or a major operation region.
(3) Such components are just the subsidiaries to be obtained through re-sale.
30.Change of main accounting policies and estimations
(1)Change of main accounting policies
√Yes □ No
Changes in accounting policies and the
Approval procedures Remarks
reasons
In accordance with Enterprise Accounting
Principle 30 – Presentation of Financial
Statements, other comprehensive
proceeds and currency translation
differences that originally are counted in
capital reserve shall be reported as other
The Board of Directors
comprehensive proceeds item and the year
beginning amounts shall be adjusted
retrospectively and reported; deferred
proceeds shall be separately reported and
the year beginning amounts shall be
adjusted retrospectively and reported.
In 2014, the Ministry of Finance issued and amended a series of enterprise accounting principles. As required, the Company started
from July 1, 2014 to execute such new accounting policies and make adjustments on its financial statements. It has produced the
following effects on financial statements:
1. Effects on consolidated financial statemetns
1) In accordance with Enterprise Accounting Principle 30 – Presentation of Financial Statements, other comprehensive
proceeds and currency translation differences that originally are counted in capital reserve shall be reported as other comprehensive
proceeds item and the year beginning amounts shall be adjusted retrospectively and reported. The following is the effects of
retrospective adjustments:
Items January 1, 2013 December 31, 2013
Before adjustment After adjustment Before adjustment After adjustment
Capital reserve 39,790,784 39,683,122 39,645,048 39,391,650
Currency translation differences (116,273,941) --- (1,112,992) ---
Other comprehensive proceeds --- (116,166,279) --- -685,567
Total (76,483,157) (76,483,157) 38,532,056 38,532,056
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2) In accordance with Enterprise Accounting Principle 30 – Presentation of Financial Statements, deferred proceeds shall be
separately reported and the year beginning amounts shall be adjusted retrospectively and reported. The following is the effects of
retrospective adjustments:
Items January 1, 2013 December 31, 2013
Before adjustment After adjustment Before adjustment After adjustment
Deferred income --- 836,792 --- 836,792
Other Non-current liability 836,792 --- 836,792 ---
Total 836,792 836,792 836,792 836,792
Notes：Explanation of reports project name and amount with significant impact
VI.Taxation
1.Other
( 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.
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.
(4) 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.
(5) 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.
(6) Property tax
According to 70% of the original value of the property as the tax base, the tax rate is 1.2%, or the tax base for rental income, the tax r
ate is 12%.
(7) Personal income tax
Employee personal income tax withheld by the Company.
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VII. Notes to the major items of consolidated financial statement
1.Monetary Capital
In RMB
Items Year-end balance Year-beginning balance
Cash 52,545.00 41,613.00
Bank deposit 72,889,183.00 62,791,183.00
Other monetary capital 672,476.00 670,114.00
Other 73,614,204.00 63,502,910.00
Thereinto ：
40,700,113.00 40,604,830.00
The total amount of deposit abroad
Notes:
Other monetary funds mainly are the capital that deposited in the securities company and used to purchase and draw the new bond.
As of December 31, 2014,
The Company has no pledged, no frozen, the potential risks to recover the money. Among them the restricted cash details as follows:
Items Year-end balance Year-beginning balance
Cash deposit 15,000,000 ---
Total 15,000,000 ---
2.Bill receivable
（1）Classification bill receivable
In RMB
Classification Year-end balance Year-beginning balance
Bank acceptance 1,500,000.00
Total 1,500,000.00
3. Account receivable
(1).Classification account receivables.
In RMB
Amount in year-end Amount in year- begin
Book Balance Bad debt provision Book Balance Bad debt provision
Type Book
Amount Proportio Amount Proportio Amount Proportio Amount Proportion( Book value
value
n(%) n(%) n(%) %)
Receivables with 3,974,16 31.61% 3,974,16 31.61% 0.00 3,960,4 31.46% 3,960,436 31.46% 0.00
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
major individual 3.00 3.00 36.00 .00
amount and bad debt
provision provided
individually
receivables with
major individual
amount and bad debt
provision provided
individually
Account receivable
with minor individual 8,598,70 8,598,70 8,626,4 8,626,416
68.39% 68.39% 0.00 68.54% 68.54% 0.00
amount but bad debt 2.00 2.00 16.00 .00
provision is provided
12,572,8 12,572,8 12,586, 12,586,85
Total 100.00% 100.00% 0.00 100.00% 100.00% 0.00
65.00 65.00 852.00 2.00
Receivable accounts with large amount individually and bad debt provisions were provided
√ Applicable □ not applicable
In RMB
Receivable accounts Amount in year-end
（Unit） Receivable accounts Bad debt provision Proportion Reason
Hong Kong Victor
1,858,488.00 1,858,488.00 100.00% Aging long
Onward Co., Ltd.
Carnival
1,102,238.00 1,102,238.00 100.00% Aging long
IndexInternationalLtd
TAIYANGENTERPRISE
1,013,437.00 1,013,437.00 100.00% Aging long
CO.,LTD
Total 3,974,163.00 3,974,163.00 -- --
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
（2）Accrual period, recovery or reversal of bad debts situation
The current amount of provision for bad debts is RMB13,987.00; recovery or payback for bad debts Amount is RMB 0.00.
Where the current bad debts back or recover significant amounts:
In RMB
Name Back or withdraw money Recovery methods
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（3）The current accounts receivable write-offs situation
In RMB
Items Amount written off
Account receivables actually written-off during the reporting period：
In RMB
Nature of account Verification Arising from related
Name Amount written off Reason for write-off
receivables procedures transactions (Y/N)
Explanation for write-off of account receivables:
N/A
（4）The ending balance of other receivables owed by the imputation of the top five parties
Name Amount in year-end Proportion(%) Bad debt provision
Hong Kong Victor Onward Co., Ltd. 1,858,488 14.78 1,858,488
CarnivalIndexInternationalLtd 1,102,238 8.77 1,102,238
TAIYANGENTERPRISECO.,LTD. 1,013,437 8.06 1,013,437
FlyDragonInternational 575,461 4.58 575,461
GratefulTextilesCo.,Ltd 568,564 4.52 568,564
Total 5,118,188 40.71 5,118,188
4.Prepayments
（1）Age analysis
In RMB
Year-end balance Year-beginning balance
Age
Amount Proportion Amount Proportion
Within 1 year 4,922.00 100.00% 25,192.00 100.00%
Total 4,922.00 -- 25,192.00 --
Notes ：
（2） Prepayment situation of Top 5 ending balance by prepaid object imputation
Name Year-end balance Proportion(%)
The closing balance of the top five prepaymen 4,922 100.00
ts
Notes：
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5. Interest receivable
（1）Interest receivable
In RMB
Classification Year-end balance Year-beginning balance
Fixed deposit 112,685.00 79,340.00
Total 112,685.00 79,340.00
6. Other receivable account
1.Type analyses:
In RMB
Amount in year-end Amount in year-begin
Book Balance Bad debt provision Book Balance Bad debt provision
Type Book
Amount Proportio Amount Proportio Amount Proportio Amount Proportion( Book value
value
n(%) n(%) n(%) %)
Other receivables
with major individual
3,368,37 3,368,37 3,368,3 3,368,370
amount and had debt 74.87% 77.19% 72.15% 77.31%
0.00 0.00 70.00 .00
provision provided
individually
Other receivables
provided bad debt 135,178. 135,178.0 311,279
3.00% 6.67% 311,279.00
provision in cridit 00 0 .00
risk groups
Other account
receivable with
995,629. 995,629. 988,643 988,643.0
minor individual 22.13% 22.81% 21.18% 22.69%
00 00 .00 0
amount but bad debt
provision is provided
4,499,17 4,363,99 135,178.0 4,668,2 4,357,013
Total 100.00% 100.00% 100.00% 100.00% 311,279.00
7.00 9.00 0 92.00 .00
Other receivable accounts with large amount and were provided had debt provisions individually at end of period.
√ Applicable □ Not applicable
In RMB
End of term
Other receivable（Unit）
Other receivable Bad debt provision Proportion Reason
Nanjing East Asia 1,313,370.00 1,313,370.00 100.00% Aging long
CCB.Guangdong Shunde
1,080,000.00 1,080,000.00 100.00% Aging long
Branch
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Changzhou Dongfeng
Textile Printing & dyeing 975,000.00 975,000.00 100.00% Aging long
Equipment Co., Ltd.
Total 3,368,370.00 3,368,370.00 -- --
Other receivable accounts in Group on which bad debt provisions were provided on age analyze basis：
□Applicable √Not applicable
Other receivable account in Group on which bad debt provisions were provided on percentage basis：
□Applicable √Not applicable
Other Receivable accounts on which bad debt provisions are provided by other ways in the portfolio：
□Applicable √Not applicable
Other receivable accounts with minor amount but were provided had debt provisions individually
√Applicable □Not applicable
Name End of term
Other receivable Bad debt provision Proportion（%）
Deposit Group 135,179 --- ---
Total 135,179 --- ---
（2）Accrual period, recovery or reversal of bad debts situation
The current amount of provision for bad debts is RMB 6,986.00; recovery or payback for bad debts Amount is RMB 0.00.
Where the current bad debts back or recover significant amounts:
In RMB
Name Back or withdraw money Recovery methods
（3）Other receivables Nature of fund classification information
In RMB
Nature End of term Beginning of term
Goods 4,363,999.00 4,357,013.00
Deposit 135,178.00 311,279.00
Total 4,499,177.00 4,668,292.00
（4）The front 5 units’ information of Prepayments
The ending balance of other receivables owed by the imputation of the top five parties
In RMB
Portion in total other Bad debt provision
Name Nature Year-end balance Age
receivables(%) of year-end balance
Nanjing East Asia Goods 1,313,370.00 Over 3 years 29.19% 1,313,370.00
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CCB.Guangdong
Goods 1,080,000.00 Over 3 years 24.00% 1,080,000.00
Shunde Branch
Changzhou
Dongfeng Textile
Goods 975,000.00 Over 3 years 21.67% 975,000.00
Printing & dyeing
Equipment Co., Ltd.
HongKong Victor
Goods 675,282.00 Over 3 years 15.01% 675,282.00
Onward
Shanghai Huayinke
Trade Industry Co., Goods 180,000.00 Over 3 years 4.00% 180,000.00
Ltd.
Total -- 4,223,652.00 -- 93.87% 4,223,652.00
7．Inventory
（1）Inventory types
In RMB
Year-end balance Year-beginning balance
Items
Book balance Provision for bad Book value Book balance Provision for bad Book value
debts debts
Raw materials 460,344.00 460,344.00
Total 460,344.00 460,344.00
（2）Inventory Impairment provision
In RMB
Balance at year Amount Increased in current Amount Decreased in current period Balance at period
Items
beginning Provision Other Transferred back Other end
Raw materials 460,344.00 460,344.00
Total 460,344.00 460,344.00
8. Disposable financial asset
（1）Sellable financial assets
In RMB
Balance in year -end Amount at year beginning
Items Provision for Provision for
Book balance Book value Book balance Book value
impairment impairment
Available-for-sale equity 584,900.00 584,900.00 582,942.00 582,942.00
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instruments
According to the fair value
584,900.00 584,900.00 582,942.00 582,942.00
measurement
Total 584,900.00 584,900.00 582,942.00 582,942.00
（2）Measured at fair value for the available-for-sale financial assets at the end period
In RMB
Changes in the fair value
Equity instruments
of the amount that accum
Classification cost/Amortized cost of Fair value Provision ofr impairment
ulated in other comprehe
debt instruments
nsive income.
Available-for-sale equity
299,300.00 584,900.00 285,600.00
instruments
Total 299,300.00 584,900.00 285,600.00
9.Long-term equity investment
In RMB
Increase/decrease
Under the
Other
Amount equity The end
comprehe Declarati Provision Amount
at Added Increase method Other balance
Name nsive on of cash for at period
period-be investmen investmen investmen changes Other impairme
income dividends impairme end
ginning t t t income in equity nt
adjustmen or profit nt
confirmat
t
ion
I. Joint venture
Subtotal 0.00
II.Affiliated
Zhejiang
Union
Hangzhou 66,931,68 8,743,040 173,736.0 -31,846.0 75,816,61
Bay 5.00 .00 0 0 5.00
Chuangye
Co., Ltd.
66,931,68 8,743,040 173,736.0 -31,846.0 75,816,61
Subtotal
5.00 .00 0 0 5.00
66,931,68 8,743,040 173,736.0 -31,846.0 75,816,61
Total
5.00 .00 0 0 5.00
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Notes
10.Investment real estate
（1）Measured by the cost of investment in real estate
√□ Applicable Not applicable
In RMB
Construction in
Items House and building Land use right Total
progress
1. Balance at
87,418,909.00 87,418,909.00
period-beginning
2.Increase in the current
47,817,905.00 47,817,905.00
period
（ 2 ） Inventory\Fixed
assets\ Transferred from 47,729,171.00 47,729,171.00
construction in progress
（4）Exchange rate
88,734.00 88,734.00
change
4. Balance at
135,236,814.00 135,236,814.00
period-end
1. Balance at
63,960,756.00 63,960,756.00
period-beginning
2.Increase in the current
29,321,739.00 29,321,739.00
period
（1）Provision 2,900,714.00 4,080,521.00
（2）Other out 26,359,171.00 26,359,171.00
（3）Exchange rate
61,854.00 61,854.00
Change
4. Balance at period-end 93,282,495.00 93,282,495.00
2.Increase in the current
16,010,926.00 16,010,926.00
period
（2）Other out 16,010,926.00 16,010,926.00
4. Balance at period-end 16,010,926.00 16,010,926.00
1.Book value at period
25,943,393.00 25,943,393.00
-end
2.Book value at
23,458,153.00 23,458,153.00
period-beginning
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11. Fixed assets
（1）Fixed assets
In RMB
House and Machine Electronic Transpiration
Items Other Total
building equipment equipment Equipment
1. Balance at
47,887,043.00 321,521.00 8,612,273.00 4,021,537.00 60,842,374.00
period-beginning
2.Decrease in the current
4,581.00 4,581.00
period
（1）Purchase 4,581.00 4,581.00
3. Decrease in the
47,724,553.00 0.00 2,251,241.00 396,351.00 0.00 50,372,145.00
current period
（1）Disposition 2,156,449.00 396,597.00 2,553,046.00
（2）Other out 47,729,171.00 0.00 47,729,171.00
（3）Exchange rate Change 4,618.00 -94,792.00 246.00 -89,928.00
4. Balance at period-end 162,490.00 321,521.00 6,365,613.00 3,625,186.00 10,474,810.00
1. Balance at
26,377,879.00 289,437.00 5,542,778.00 3,233,386.00 35,443,480.00
period-beginning
2.Increase in the current
94,295.00 19,589.00 109,786.00 223,670.00
period
（1）Provision 94,295.00 19,589.00 109,786.00 223,670.00
3. Decrease in the current
26,357,852.00 0.00 1,854,562.00 326,930.00 0.00 28,539,344.00
period
（1）Disposition 1,759,703.00 327,143.00 2,086,846.00
（2）Other out 26,359,171.00 26,359,171.00
（3）Exchange rate Change 1,319.00 -94,859.00 213.00 -93,327.00
4. Balance at period-end 114,322.00 289,437.00 3,707,805.00 3,016,242.00 7,127,806.00
1. Balance at
16,010,926.00 2,146,487.00 50,276.00 18,207,689.00
period-beginning
3. Decrease in the current
16,010,926.00 176,989.00 16,187,915.00
period
（1）Disposition 176,989.00 176,989.00
（2）Other out 16,010,926.00 16,010,926.00
（3）Exchange rate Change
4. Balance at period-end 1,969,498.00 50,276.00 2,019,774.00
1.Book value at period -end 48,168.00 32,084.00 688,310.00 558,668.00 1,327,230.00
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2.Book value at
5,498,238.00 32,084.00 923,008.00 737,875.00 7,191,205.00
period-beginning
（2）Leased fixed assets by operating lease
In RMB
Items End-Book value
House and Building 3,351,682.76
（3）Fixed assets with un-completed property certificates
In RMB
Items Book Value Reason
House and building 2,475,155.00 Historical issues
Notes
12. Intangible assets
（1） Intangible assets
In RMB
Items Land use right Patent right Non-patents Other Total
1. Balance at period-beginning 12,356,137.00 667,583.00 13,023,720.00
4. Balance at period-end 12,356,137.00 667,583.00 13,023,720.00
1. Balance at period-beginning 10,535,678.00 440,423.00 10,976,101.00
2. Increase in the current period 40,305.00 40,305.00
（1）Provision 40,305.00 40,305.00
4. Balance at period-end 10,575,983.00 440,423.00 11,016,406.00
1. Balance at period-beginning 227,160.00 227,160.00
4. Balance at period-end 227,160.00 227,160.00
1.Book value at period -end 1,780,154.00 1,780,154.00
2.Book value at
1,820,459.00 1,820,459.00
period-beginning
Intangible assets through internal R & D accounting for the balance of intangible assets ratio of 0.00% at the end of the period.
13.Goodwill
（1）Original book value of goodwill
In RMB
Name Amount at Amount at
Increase in the current period Decrease in the current period
120
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
period-beginning Business period-end
Other Disposition Other
combination
Goodwill formed
from holdings of
shares in the com 5,099,624.00 5,099,624.00
pany on the Nanh
ua
Total 5,099,624.00 5,099,624.00
（2）Goodwill impairment
In RMB
Amount at Amount at
Name Increase in the current period Decrease in the current period
period-beginning period-end
Provision Other Disposition Other
Statement of basis for impairment testing and provision of goodwill：
Notes
Nanhua company has discontinued, maintain daily operations rely on rental housing, although the company has negative net assets, b
ut the it has large tracts of land and real estate company in Shenzhen city, the fair value is much higher than the book value, manage
ment believes that the investment goodwill impairment is not formed.
14. Deferred income tax assets and deferred income tax liability
（1）Deferred tax liabilities without offsetting
In RMB
Amount at period-end Amount at period-beginning
Items Deferred income tax Deferred income tax
Temporary differences Temporary differences
liability liability
Revaluation of assets 4,026,412.00 664,358.00 4,259,000.00 702,735.00
Total 4,026,412.00 664,358.00 4,259,000.00 702,735.00
（2）Deductible losses of the un-recognized deferred income tax asset will expire in the following years
In RMB
Year Amount at period-end Amount at period-beginning Remarks
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.
The company has no unconfirmed deferred tax assets not recognized deductible temporary differences and tax losses on December 3
1, 2014.
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15. Account payable
（1）Account payable
In RMB
Items Amount at period-end Amount at period-beginning
Payable amount for materials* 3,190,199.00 3,186,939.00
Total 3,190,199.00 3,186,939.00
（2）Accounts payable with the age over 1 year:
In RMB
Items Amount at period-end Reason
Notes：
*
Accounts payable aging more than one year, including a number of cooperative units, no single significant amount of accounts payab
le. Changes during the period was due to exchange rate movements.
16. Advance account
1. Advance account
In RMB
Items Amount at period-end Amount at period-beginning
Advance account 1,029,656.00 1,076,531.00
Total 1,029,656.00 1,076,531.00
17. Payable Employee wage
（1）Payable Employee wage
In RMB
Items Year-beginning balance Increase in the current Decrease in the current
Year-end balance
period period
I. Short-term
1,109,352.00 2,579,863.00 2,668,497.00 1,020,718.00
compensation
II.Post-employment bene
fits - defined contribution 255,852.00 255,852.00
plans
III. Dismiss welfare 1,488,547.00 1,488,547.00
Total 1,109,352.00 4,324,262.00 4,412,896.00 1,020,718.00
（2）Short-term compensation
In RMB
122
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Items Year-beginning balance Increase in the current Decrease in the current
Year-end balance
period period
1.Wages, bonuses,
196,359.00 2,281,506.00 2,281,506.00 196,359.00
allowances and subsidies
2.Employee welfare 64,146.00 64,146.00
3. Social insurance
59,910.00 59,910.00
premiums
Including ：Medical
53,647.00 53,647.00
insurance
Work injury insurance 2,806.00 2,806.00
Maternity insurance 3,229.00 3,229.00
Supplementary
228.00 228.00
medicalinsurance
IV. Public reserves for
86,518.00 86,518.00
housing
V. Union funds and staff
490,598.00 37,561.00 76,195.00 451,964.00
education fee
Other short-term
422,395.00 50,222.00 100,222.00 372,395.00
compensation
Total 1,109,352.00 2,579,863.00 2,668,497.00 1,020,718.00
（3）Defined contribution plans listed
In RMB
Items Year-beginning balance Increase in the current Decrease in the current
Year-end balance
period period
1. Basic old-age
167,486.00 167,486.00
insurance premiums
2.Unemployment
7,419.00 7,419.00
insurance
3.Enterprise annuity
80,947.00 80,947.00
payment
Total 255,852.00 255,852.00
Notes ：
18. Tax Payable
In RMB
Items At end of term At beginning of term
123
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VAT -137,711.00 -137,711.00
Business Tax 310,963.00 205,449.00
Enterprise Income tax 3,352,563.00 3,590,695.00
Individual income tax 1,560.00
City Construction tax 11,454.00 17,697.00
House property Tax 187,086.00 187,320.00
Educational surtax 8,181.00 12,641.00
Land use tax 144,956.00 144,956.00
Stamp Tax 229,250.00 229,144.00
Total 4,108,302.00 4,250,191.00
Notes: Increase of the current corporate income tax mainly due to the profit tax generated from the disposal of real estate in
Hongkong.
19.Dividend payable
In RMB
Name At end of term At beginning of term
Other 1,215,946.00 1,215,946.00
Total 1,215,946.00 1,215,946.00
Notes：
Reason of overdue for one
Name At end of term At beginning of term
year
State Development & Investment Co., Ltd*2 243,189 243,189 *1
CITIC Group*2 243,189 243,189
Shenzhen Nanyou (Group) Company*2 121,595 121,595
Shenye Union（Hongkong）Co., Ltd. 121,595 121,595
HongKong Victor Onward 486,378 486,378
Total 1,215,946 1,215,946
Notes
*1 The above payable dividends were the payable dividends of Nanhua Company, a subsidiary of the company, 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.
20. Other payable
（1）Other payable
124
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
In RMB
Items Year-end balance Year-Beginning balance
Deposit 15,000,000.00
Lease deposit 2,105,285.00 2,377,950.00
Non financial institutions borrowing 3,000,000.00 3,000,000.00
Loan and Interest 9,811,846.00 16,003,875.00
Other 1,573,961.00 1,281,520.00
Total 31,491,092.00 22,663,345.00
（2）Explanation on other account payable with over one year age
In RMB
Items Year-end balance Reason
Union Development Group 9,111,111.00 Items Ye
State Development & Investment Co., Ltd 3,000,000.00 Non financial institutions borrowing
Jinrongyuan Company 1,100,000.00 Lease deposit
Shenzhen Union Property Group Co., Ltd. 700,734.00 Loan and Interest
Total 13,911,845.00 --
Notes
21.Other current liabilities
In RMB
Items Year-end balance Year-Beginning balance
Short –term bonds payables 0.00 0.00
Accrued expenses-Land use expenses 88,000.00 88,000.00
Accrued expenses-sewage charge 62,600.00 62,600.00
Accrued expenses-Audit expenses 1,727,389.00 1,395,918.00
Accrued expenses-Securities
191,260.00 745.00
administration
Total 2,069,249.00 1,547,263.00
The Increase and decrease of short-term bonds payable：
In RMB
Accrued i Premium
The
Lease dep Issue this nterest at and
Issuing Bond Issuing period for Year-end
Name Value osit period par value discount Other
date period amount repaymen balance
amount amortiatio
t
n
Total -- -- -- 0.00 0.00
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Notes：
22. Long-term borrowings
（1）Long-term borrowings classifications
In RMB
Items Year-end balance Year-Beginning balance
Loan by pledge 1,009,719.00 1,101,349.00
Total 1,009,719.00 1,101,349.00
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, 2014, the principal
amount of HKD 1,279,955.89 (equivalent to RMB 1,009,719 Yuan) was unpaid.
Notes ，including interest rate interval：
23.Long-term payable
（1）Long-term payable
In RMB
Name Balance year-end Year-beginning balance
Assess the value of assets 8,258,331.00 8,230,694.00
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 future.
24.Deferred income
In RMB
Items Year-beginning Increase in the Decrease in the
Year-end balance Reason
balance current period current period
Government subsidy 836,792.00 836,792.00 See table below
126
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Total 836,792.00 836,792.00 --
Liabilities related to government grants
In RMB
The
Balance at the New grants
non-operating Balance at the Income related to
Liabilities beginning of amount of this Other changes
revenue amount end of period assets
period period
of this period
ERP Information
228,216.00 228,216.00 Related to assets
construction
Technology
608,576.00 608,576.00 Related to assets
subsidies
Total 836,792.00 836,792.00 --
Notes ：
*These payments the Company received in 2004 from Shenzhen Municipal Bureau of Finance allocated for jet printing projects of sp
ecial subsidies and special subsidies for the construction of enterprise information, in order to carry out the accounting treatment in a
ccordance with the results because of the need finance bureau acceptance acceptance, As the project has not been temporarily suspen
ded acceptance of it.
25. Stock capital
In RMB
Increase/decrease this time (+ , - )
Balance Balance
Issuing of new Transferred
Year-beginning Bonus shares Other Subtotal year-end
share from reserves
Total of capital
169,142,356.00 169,142,356.00
shares
Notes ：
26. Capital reserves
In RMB
Items Year-beginning balance Increase in the current Decrease in the current Year-end balance
period period
Share premium 29,718,829.00 29,718,829.00
Other 9,498,794.00 174,027.00 9,672,821.00
Total 39,217,623.00 174,027.00 39,391,650.00
Statement on capital reserves：
The increase of the current capital reserves in proportion to confirm associates - Hangzhou Bay statements other changes in equity.
127
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
27.Other comprehensive income
In RMB
Amount of current period
Less ： After -
Previously rec tax at
Amount for After - tax a
Year-beginni tributabl Year-end
Items ognized in pro
the period Less： ttributable t
ng balance e to mi balance
fit or loss in ot
before inco Income tax o the parent
her comprehen nority s
me tax company
sive income hareholde
rs
II.
-203,899.
Later reclassified into profit and loss -685,567.00 481,668.00 481,668.00
00
of other comprehensive income
Gains and losses from changes in fair
427,425.0
value of available for sale financial as 427,425.00
0
sets
Foreign currency translation differenc -631,325.
-1,112,992.00 481,668.00
es of financial statements 00
-203,899.
Total of other comprehensive income -685,567.00 481,668.00 481,668.00 0.00
00
Notes：
28. Surplus reserve
In 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
In RMB
Items
Amount of current period Amount of previous period
Before adjustments: Retained profits in last period
-108,059,131.00 -116,273,941.00
end
128
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
After adjustments: Retained profits at the period
-108,059,131.00 -116,273,941.00
beginning
Add：Net profit belonging to the owner of the
4,307,781.00 8,214,810.00
parent company
Retained profit at the end of this term -103,768,226.00 -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.
(5) Other adjustment of the total affected beginning undistributed profits are RMB 0.00 .
30. Business income, Business cost
In RMB
Items Amount of current period Amount of previous period
Income Cost Income Cost
Other 11,015,403.00 3,760,752.00 26,998,990.00 9,461,003.00
Total l 11,015,403.00 3,760,752.00 26,998,990.00 9,461,003.00
31. Business tax and subjoin
In RMB
Items
Amount of current period Amount of previous period
Business tax 582,335.00 512,843.00
Urban construction tax 40,763.00 49,528.00
Education surcharge 17,470.00 21,227.00
Local Education surcharge 11,647.00 14,151.00
Total 652,215.00 597,749.00
Notes ：
32.Sales expenses
In RMB
129
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Items
Amount of current period Amount of previous period
Wage 289,817.00 238,372.00
Commission payment 19,964.00
Tel and fax 9,822.00 11,177.00
Transportion fees 9,368.00 9,798.00
Travel expenses 6,734.00 6,788.00
ETC 6,939.00 6,613.00
Welfare expenses 8,418.00 4,875.00
Traffic subsidy 2,048.00 2,226.00
Office expenses 402.00 315.00
Total 333,548.00 300,128.00
Notes ：
33.Administrative expenses
In RMB
Items
Amount of current period Amount of previous period
Wage 3,543,541.00 2,411,395.00
Tax 788,181.00 802,317.00
Water and electricity 623,473.00 614,773.00
Social security 402,257.00 414,936.00
Repair fee 154,831.00 151,694.00
Auto expenses 181,014.00 206,145.00
Social intercourse 142,829.00 329,711.00
Securities management 470,749.00 450,632.00
Board of Director 152,667.00 277,331.00
Office expense 102,617.00 172,844.00
Audit fee 1,637,899.00 597,195.00
Depreciation fee 181,203.00 249,241.00
Insurance fee 85,354.00 103,905.00
Welfare expense 78,059.00 107,467.00
Lease fee 114,841.00 114,382.00
Property Management 85,120.00 113,322.00
Tel 20,135.00 21,566.00
130
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
House fee 40,947.00 71,883.00
Amortization of intangible assets 40,305.00 40,305.00
Union funds 37,561.00 80,116.00
Travel Expenses 122,431.00 83,666.00
Lawyer fee 2,464,176.00 50,000.00
Other 419,481.00 608,453.00
Total 11,889,671.00 8,073,279.00
Notes：
34. Financial Expenses
In RMB
Items
Amount of current period Amount of previous period
126,799.00 779,588.00
Interest expenses
657,100.00 692,072.00
Less :Interest income
Exchange loss 251,106.00 152,276.00
Other 9,628.00 7,663.00
Total -269,568.00 247,455.00
Notes：
35. Loss of assets impairment
In RMB
Items
Amount of current period Amount of previous period
I. Loss for bad debts 14,535.00 723,554.00
Total 14,535.00 723,554.00
Notes：
36. Investment income
In RMB
Items
Amount of current period Amount of previous period
Long-term equity investment equity method of
8,743,040.00 849,782.00
accounting
Incomes from disposal of long-term equity
56,687.00
investment
Total 8,799,727.00 849,782.00
Notes：
131
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Investment income department original subsidiary Sheng term equity investments in enterprises at December 12, 2014 in the HK
SAR Companies Registry completed deregistration declares dissolution
37. Non-operating income
In RMB
The amount of non-operating
Items
Amount of current period Amount of previous period gains & losses
Total income from liquidation
1,486,629.00 1,903,272.00 1,486,628.00
of non-current assets
Including：Income from
1,486,628.00 1,903,272.00 1,486,628.00
liquidation of fixed asset
Other 39,526.00 19,833.00 39,526.00
Total 1,526,154.00 1,923,105.00 1,526,154.00
Through profit or loss of government subsidies：
In RMB
Relating to assets / income-relat
Items
Amount of current period Amount of previous period ed
Notes ：
38. Non-Operation expenses
In RMB
The amount of non-operating
Items
Amount of current period Amount of previous period gains & lossed
Total Disposal of loss of
212,341.00 32,666.00 214,259.00
non-current assets
Including: Disposal of net loss
214,259.00 32,666.00 214,259.00
of fixed assets
Other 5,000.00 101,556.00 5,000.00
Total 219,259.00 134,222.00 219,259.00
Notes：
39.Income tax expenses
（1）Income tax expenses
In RMB
Items Amount of current period Amount of previous period
Current income tax 492,053.00 2,425,821.00
Deferred income tax -38,377.00 -41,238.00
132
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Total 453,676.00 2,384,583.00
40. Notes Cash flow statement
1. Other cash received from business operation
In RMB
Items Amount of current period Amount of previous period
Deposit 126,072.00 406,300.00
Cash of interest and charged fee 621,751.00 656,891.00
Total 747,823.00 1,063,191.00
Notes ：
2. Other cash paid for business activities
In RMB
Items Amount of current period Amount of previous period
Water and electricity 632,761.00 614,773.00
Audit expense 714,877.00 526,258.00
Rent fee 114,841.00 114,382.00
Lawyer and legal cost 2,464,176.00 70,727.00
Social intercourse 142,829.00 327,292.00
Auto fee 169,341.00 206,145.00
Repair fee 154,831.00 151,694.00
Securities management 470,749.00 450,632.00
Office expenses 105,609.00 278,277.00
Board of director 25,222.00 173,454.00
Insurance expenses 50,181.00 103,905.00
Property management 112,636.00 101,362.00
Travel fee 109,223.00 83,666.00
Other 169,719.00 564,290.00
Total 5,436,995.00 3,766,857.00
Notes
41. Supplement Information for cash flow statement
（1）Supplement Information for cash flow statement
In RMB
133
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Supplement Information Amount of current period Amount of previous period
I. Adjusting net profit to cash flow from
-- --
operating activities
Net profit 4,287,196.00 7,849,904.00
Add: Impairment loss provision of assets 14,535.00 723,554.00
Depreciation of fixed assets, oil and gas
3,124,384.00 4,341,137.00
assets and consumable biological assets
Amortization of intangible assets 40,305.00 40,305.00
Amortization of Long-term deferred
-13,906,305.00
expenses
Financial cost 27,554.00 779,588.00
Loss on investment -8,799,727.00 -849,782.00
Increased of deferred income tax liabilities -38,377.00 -63,925.00
Decrease of inventories 101,536.00
Decease of operating receivables 1,357,047.00 803,763.00
Increased of operating Payable 1,369,071.00 1,888,833.00
Net cash flows arising from operating
1,381,988.00 1,708,608.00
activities
II. Significant investment and financing
-- --
activities that without cash flows:
III. Net increase of cash and cash equivalents -- --
Ending balance of cash 58,614,204.00 63,502,910.00
Less: Beginning balance of cash 63,502,910.00 52,227,262.00
Net increase of cash and cash equivalents -4,888,706.00 11,275,648.00
（2）Composition of cash and cash equivalents
In RMB
Items Amount of current period Amount of previous period
58,614,204.00 63,502,910.00
I. Cash
52,545.00 41,614.00
Of which: Cash in stock
Bank savings could be used at any time 58,889,184.00 62,791,182.00
Other monetary capital could be used at any 672,476.00 670,114.00
134
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
time
III. Balance of cash and cash equivalents at
58,614,204.00 63,502,910.00
the period end
Notes ：
42. Foreign currency monetary items
（1）Foreign currency monetary items
In RMB
Ending balance of foreign curr Exchange rate Ending balance of RMB conver
Items
ency sion
Including：USD 175,129.00 6.119 1,071,614.00
HKD 50,257,521.00 0.78887 39,646,650.00
Including：USD 405,753.00 6.11900 2,482,803.00
HKD 11,586,257.00 0.78887 9,086,508.00
Other ：
Items Ending balance of foreign cu Exchange rate Ending balance of RMB con
rrency version
Other receivable
Including：HKD 1,215,331 0.78887 958,738
Account payables
Including: HKD 324,942 0.78887 256,337
Other payables
Including：HKD 868,734 0.78887 685,318
Long-term loans
Including：HKD 1,279,956 0.78887 1,009,719
Long-term payables
Including：HKD 10,468,557 0.78887 8,258,331
VIII. Changes in the consolidation scope
1. Other causes of changes in consolidation scope
Description of consolidation scope changes and other causes (eg, the new subsidiary, the subsidiary liquidation, etc.) and related cond
itions:
December 12, 2014, Shengzhong Company completed the deregistration procedures at the Hong Kong Companies Registry, disbande
d. no longer included in the scope of consolidation at ending
Shengzhong company was founded in November 9, 1993, the registered capital of HKD 1 million, Victor Onward
Textile(HK)Co.,Ltd. holds 100% stake. Nature of business for trade, business scope is the sale of corduroy, fabric and color prints.
IX．Interests in other entities
1. Interest in the subsidiaries
135
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
（1）Consitutation of enterprise group
Principal place of Registered Shareholding ratio
Name Nature Mode
business address Direct indirect
Victor Onward
Textile(HK)Co., Hongkong Hongkong Trade 100.00% Establish
Ltd.
Nanhua Company Shenzhen Shenzhen Production 54.82% 14.62% Purchase
Xingye Company Hongkong Hongkong Trade 100.00% 100.00% Establish
Shenzhen East
Shenzhen Shenzhen Trade 51.00% Establish
Asia Company
Notes：
Holding half or less of the voting but still control, and holds more than half of the voting rights, but does not control the investee basi
s of:
For consolidated important structured body, control based on:
The company is an agent or principal is determined based on:：
Notes：
2.Interests in joint ventures arrangement or associates
(1) significant joint ventures or associates
Principal place of Registered Shareholding ratio Processing
Name Nature
business address Direct indirect method
Zhejiang Union
Hangzhou bay Real estate
Hangzhou Hangzhou 25.00% Equity Method
Chuangye Co., development
Ltd.
The description of Joint ventures or associates is different from the proportion of voting rights of the shares :Holds 20% less of the v
oting rights but has significant influence, or holds 20% or more of the voting rights but does not have a significant impact on the basi
s of:
（2）Key Financial Information of Important associates
Items Balance at year end/ Amount in current period
Zhejiang Union Hangzhou bay Chuangye Co.,
Ltd.
Current asset： 1,364,586,931
Non-current asset 364,441,839
Total of current assets 1,729,028,770
Current liability 215,994,694
Non- current liability 1,171,703,596
Total liability 1,387,698,290
Minority shareholders’ equity ---
Owner’s equity belong to the parent company 341,330,479
136
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Proportionate share of the calculated net assets 85,332,620
Adjustment Matter
—Goodwill ---
—Unrealized profits of Insider trading ---
—Other ---
The book value of equity investments in associates ---
The existence of fair value of publicly quoted equity investments ---
Operating income 76,250,974
Net profit 34,972,162
Net profit from discontinued operations ---
Other comprehensive Income ---
Total comprehensive income 34,972,162
Companies issue dividends received from associates ---
Renew ：
Items Balance at year beginning/ Amount in last period
Zhejiang Union Hangzhou bay Chuangye Co.,
Ltd.
Current asset 1,037,875,258
Non-current assets 376,715,544
Total of assets 1,414,590,802
Current liabilities 203,223,832
Non-current liabilities 905,703,596
Total of liability 1,108,927,428
Minority shareholders’ equity ---
Owner’s equity belong to the parent company 305,663,374
Proportionate share of the calculated net assets 76,415,844
Adjustment matter
—Goodwill ---
— Unrealized profits of Insider trading ---
—Change in exchange rate -9,484,159
The book value of equity investments in associates 66,931,685
The existence of fair value of publicly quoted equity investment ---
s
Operating income 55,875,550
Net profit 3,399,130
Net profit from discontinued operations ---
Other comprehensive income ---
Total comprehensive income 3,399,130
137
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Companies issue dividends received from associates ---
Other:
X. Disclosure of the fair value
1. Ending fair value of assets and liabilities
In RMB
End fair value
Items The first level measured The second level The third level measured
Total a
at fair value measured at fair value at fair value
I. Ongoing fair value -- -- -- --
（1）Available for sale
584,900.00 584,900.00
financial assets
（2）Equity instrument
584,900.00 584,900.00
investment
II.Non-continuous
-- -- -- --
measurement fair value
2．Sustained and non-sustained first-level fair value measurement project price determinations is to acquire identical assets on
measurement date or the unadjusted quoted of liabilities in active markets.
3．Sustained and non-sustained second-level fair value measurement project, adopted valuation techniques and significant parameters
qualitative and quantitative information can be the directly or indirectly observable of related assets or liabilities except first-level
observables.
The second level of the input values include: 1) similar assets or liabilities quotation in active market; 2)similar assets or
liabilities quotation in inactive market; 3) other observable inputs except the quotation, including interest rates can be observed, yield
curve, implied volatility and credit spreads, etc. during normal interval of quotation; 4) the market value and other input validation.
4．Sustained and non-sustained third-level fair value measurement project, adopted valuation techniques and significant parameters
qualitative and quantitative information can be the unobservable inputs of related assets or liabilities.
XI. Related parties and related-party transactions
1. Parent company information of the enterprise
The parent company The parent company
Name Registered address Nature Regis rated capital of the Company's of the Company’s
shareholding ratio vote ratio
mport & export
business ―processing
Union Development
Shenzhen with materials‖ and 9,060.6 4.13% 4.13%
Group
processing with
imported materials
Production
Union
Shenzhen and sale ofclothing 112,388.7712 25.51% 25.51%
Holdings
and textiles, and real
138
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
estate Developin
Notes:
The enterprise is the ultimate controlling party is Union Development Group Co., Ltd.
Notes：
2.Particulars of the subsidiaries
see Note IX ,1 for details of this enterprise nine subsidiaries,1. in subsidiary rights.
3. Information of Joint venture and Affiliated company
See important joint venture or associates of the enterprise Note IX, 2, interests in joint ventures or associates of arrangements.
This issue occurs with the Company related party transactions with the Company or the early occurrence of related party transactions
form a joint venture or associate other circumstances balances is as follows:
Name Relation of other Related parties with the company
Notes
4. Other Related parties information of the enterprise
Other Related parties name Relation of other Related parties with the company
China Real Estate (HK)Group Co., Ltd. The related parties controlled the same Actual controller
Shenye Union（HK）Co., Ltd. The related parties controlled the same Actual controller
Shenzhen Union Property Group Co., Ltd. The related parties controlled the same Actual controller
Notes
5. Related transactions.
（1）Related leasing
The Company is the lender
In RMB
Name of the owner Category of asset for rent Rental recognized in the period Rental recognized in last period
The Company is the undertaker
In RMB
Name of the owner Category of asset for rent Rental recognized in the period Rental recognized in last period
Union Development Group Real estate 83,520.00 83,520.00
Notes
（2）The information of asset transfer, debt restructured of the related parties
In RMB
139
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
Related parties Content of related transaction Amount in current period
China Real Estate (HK)Group
Sales House 15,611,945.00
Co., Ltd.
6. Payables and receivables of the related party
（1）Receivables
In RMB
Amount at year end Amount at year beginning
Name Related party
Balance of Book Bad debt Provision Balance of Book Bad debt Provision
Account receivable Account receivable 300,359.00 300,359.00 299,354.00 299,354.00
（2）Payables
In RMB
Name Related party Amount at year end Amount at year beginning
Union development Group
Other payable 9,111,111.69 15,303,141.00
Co.,Ltd.
Shenzhen Union Property
Other payable 700,734.00 700,734.00
Group Co., Ltd.
XII. Commitment events and subsequent events
1.Importance commitment events
Important commitments of existence of balance sheet date
As of December 31, 2014，The Company has no need to be disclosed commitment events
2. Subsequent events
（1）The important of existence of balance sheet date or matters
As of December 31, 2014，The Company has no need to be disclosed subsequent events
（2）The company should explain even has no Important matters no need to be disclosed,
The company does not exist or has important issues need to be disclosed.
XIII. Post-balance-sheet events
1. Other explanation after balance sheet date.
As of the reporting date, the major balance sheet of the company in the future without the need to disclose non-adjusting events.
140
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XIV. Other important events
1.Other
(1)On July 14, 2014, Shenzhen Dapeng new city government online (http//www.dpxq.gov.cn) published the "Shenzhen Dapeng
district management committee decisions on house expropriation notice", said: the need to build Dapeng District People's Hospital,
decided to levy a property related to the new community of sunflower. The property contains the part of the company's buildings; a
building area of about 18000 square meters, by the end of December 31, 2014, the book value was RMB 2,475,155. The matter
remains to be approved by the board of directors of the company.
（2) On October 13, 2014 the company held the sixth session of the sixteenth meeting of the board of directors, examined and
adopted the ―Shenzhen Victor Onward Textile Industrial Co., Ltd. major assets and issue shares to buy assets and plans to raise
matching funds‖ and other major asset restructuring related motion. As of the financial reporting date, the investigation, auditing,
evaluation, and other work profit forecast work related to the major asset restructuring are still in progress.
(3) November 13, 2014, the Company's subsidiary, Shenzhen East Asia Company applied for cancellation to the Shenzhen
Market Supervisory Authority. According to [2014] No. 6683432, "Record Notice" issued by Shenzhen Market Supervisory
Authority. Shenzhen Market Supervisory Authority has put on record of the liquidation group of Shenzhen East Asia Company on
November 13, 2014. As of the financial reporting date, Shenzhen East Asia Company cancellation procedures have not yet been
completed.
(4) Description of continuous viability：
Except that Shenzhen East Asia Victor Onward Textile Printing and Dyeing Co., Ltd. is still operating normally.
The Company developed measures to improve the continous viability as the following：
Controlling shareholder of the Company and the management of the company attaches great importance to the company’s
continued operational problems, through a variety of ways, including selling the assets and business of the company or its
subsidiaries, joint venture or expand an existing business, aiming to improve the company asset quality, profitability, and enhance
capacity for sustainable development .
XV. Notes s of main items in financial reports of parent company
1.Account receivable
（1）Account receivable
In RMB
Year-end balance Year-beginning balance
Book Balance Provision for bad Book Balance Provision for bad debts
Type debts Book
Book value
Proportio Proportio value Proportio Proportion
Amount n% Amount n% Amount n% Amount %
Account receivable 2,115,67 20.92% 2,115,67 20.92% 3,461,0 30.27% 3,461,028 30.27%
141
深圳中冠纺织印染股份有限公司 2014 年年度报告全文
with significant 6.00 6.00 28.00 .00
specific amount that
were provisioned had
debt preparation
separately
Account receivable
with minor individual 7,995,98 7,995,98 7,974,6 7,974,647
79.08% 79.08% 69.73% 69.73%
amount but bad debt 5.00 5.00 47.00 .00
provision is provided
10,111,66 10,111,6 11,435, 11,435,67
Total 100.00% 100.00% 0.00 100.00% 100.00% 0.00
1.00 61.00 675.00 5.00
Receivable accounts with large amount individually and bad debt provisions were provided
√Applicable □ Not applicable
In RMB
Receivable accounts Year-end balance
（Unit ） Receivable accounts Bad debt provision Proportion Reason
Carnival Index
1,102,238.00 1,102,238.00 100.00% Aging long
International Ltd
TAI YANG
1,013,438.00 1,013,438.00 100.00% Aging long
ENTERPRISE CO.,LTD.
Total 2,115,676.00 2,115,676.00 -- --
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：
（2）Important accounts receivable write-offs situation
The current amount of provision for bad debts is RMB 70,855.00; recovery or payback for bad debts Amount is RMB 0.00.
Where the current bad debts back or recover significant amounts:
In RMB
Name Amount of recovered or back Recovery mode
（3）The actual receivable of write-off accounts
In RMB
Items Write off acount
The actual receivable of write-off accounts 1,394,868.81
Important accounts receivable write-offs situation
In RMB
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Whether the money
Verification generated by the
Name Nature Write off acount Write off reason
procedures related party
transactions
Shenzhong Enterprise
Current account 1,394,869.00 Dissolved Yes
Co., Ltd.
Total -- 1,394,869.00 -- -- --
Notes：
（4）The ending balance of receivables owed by the imputation of the top five parties
Name Year-end balance Proportion(%) Provision for bad debts
Carnival Index International Ltd 1,102,238 10.90 1,102,238
TAI YANG ENTERPRISE CO.,LTD. 1,013,438 10.02 1,013,438
Fly Dragon International 575,461 5.69 575,461
Grateful Textiles Co.,Ltd 568,564 5.62 568,564
Shenzhen Fangzhou Textile Co.,Ltd. 468,502 4.63 468,502
Total 3,728,203 36.87 3,728,203
2.Other receivable
（1）Other receivable
In RMB
Year-end balance Year-beginning
Provision for bad
Book balance Book balance Provision for bad debts
Type debts Book
Book value
Proportio Proportio value Proportio Proportion(
Amount Amount Amount Amount
n(%) n(%) n(%) %)
Other Receivables
with major individual
84,906,3 3,889,47 81,016,85 84,734, 3,881,909 80,852,544.
amount and bad debt 98.82% 80.68% 98.78% 80.69%
34.00 9.00 5.00 453.00 .00 00
provision provided
individually
Other Receivables
provided bad debt 81,360.0 114,832
0.10% 81,360.00 0.14% 114,832.00
provision in credit 0 .00
risk groups
Other Account
receivable with
931,272. 931,272. 928,995 928,995.0
minor individual 1.08% 19.32% 1.08% 19.31%
00 00 .00 0
amount but bad debt
provision is provided
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85,918,9 4,820,75 81,098,21 85,778, 4,810,904 80,967,376.
Total 100.00% 100.00% 100.00% 100.00%
66.00 1.00 5.00 280.00 .00 00
Other Receivable accounts with large amount individually and bad debt provisions were provided
√Applicable □not Applicable
In RMB
Receivable accounts Year-end balance
（Unit ） Receivable accounts Bad debt provision Proportion Reason
Victor Onward
58,065,605.00 ---
Textile(HK)Co., Ltd.
Nanhua Company 22,951,250.00 ---
Shenzhen East Asia 521,109.00 521,109.00 0.61% Negative net assets
Nanjing East Asia 1,313,370.00 1,313,370.00 1.54% Aging long
CCB.Guangdong Shunde
1,080,000.00 1,080,000.00 1.26% Aging long
Branch
Changzhou Dongfeng
Textile Printing & dyeing 975,000.00 975,000.00 1.13% Aging long
Equipment Co., Ltd.
Total 84,906,334.00 3,889,479.00 -- --
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
Name Year-end balance
Other receivable Bad debt provision Proportion
Group 1---Deposit 81,360 --- ---
Total 81,360 --- ---
（2）Accrual period, recovery or reversal of bad debts situation
The current amount of provision for bad debts is RMB 9,846.00; recovery or payback for bad debts Amount is RMB 0.00.
Where the current bad debts back or recover significant amounts:
In RMB
Name Back or withdraw money Recovery methods
（3）Other receivables Nature of fund classification information
In RMB
Nature Book balance at year end Book balance at year beginning
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Related party transactions 81,619,323.00 81,480,916.00
Deposit 81,360.00 114,832.00
Goods 4,218,283.00 4,182,532.00
Total 85,918,966.00 85,778,280.00
（4）The ending balance of other receivables owed by the imputation of the top five parties
In RMB
Name Nature Amount at year end Age Proportion Balance
Victor Onward
Current account 58,065,605.00 Over 3 years 67.49%
Textile(HK)Co., Ltd.
Nanhua Company Current account 22,951,250.00 Over 3 years 26.60%
Shenzhen East Asia Goods 1,313,370.00 Over 3 years 1.51% 1,313,370.00
CCB.Guangdong
Goods 1,080,000.00 Over 3 years 1.24% 1,080,000.00
Shunde Branch
Changzhou Dongfeng
Textile Printing &
Goods 975,000.00 Over 3 years 1.12% 975,000.00
dyeing Equipment
Co., Ltd.
Total -- 84,385,225.00 -- 97.96% 3,368,370.00
3.Long –term stocks equity investment
In RMB
Amount at year end Amount at year beginning
Items
Book balance Bad debts Book value Book balance Bad debts Book value
The investment in
38,041,853.00 1,252,900.00 36,788,953.00 38,041,853.00 1,252,900.00 36,788,953.00
subsidiaries
Total 38,041,853.00 1,252,900.00 36,788,953.00 38,041,853.00 1,252,900.00 36,788,953.00
（1）The investment in subsidiaries
In RMB
Amount at year The current
Increase in the Decrease in the Amount at year The end balance
Name beginning provision for
end impairment
impairment
current period current period
Victor Onward
Textile(HK)Co., 21,214,212.00 21,214,212.00
Ltd.
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Nanhua Company 15,574,741.00 15,574,741.00
Shenzhen East
1,252,900.00 1,252,900.00 1,252,900.00
Asia
Total 38,041,853.00 38,041,853.00 1,252,900.00
4. Business income and Business cost
In RMB
Items Amount of current period Amount of previous period
Revenue Cost Revenue Cost
Other 2,940,815.00 337,173.00 3,067,093.00 1,619,224.00
Total 2,940,815.00 337,173.00 3,067,093.00 1,619,224.00
Notes ：
XVI. Supplement information
1. Particulars about current non-recurring gains and loss
√ Applicable □ Not applicable
In RMB
Items Amount Notes
Non-current asset disposal gain/loss 1,272,369.00
Other non-operating income and expenditure
34,527.00
beside for the above items
Total a 1,306,896.00 --
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
2 Return on net assets and earnings per share
Earnings per share（RMB）
Profit of the report period Return on net assets . Weighted（%）
Basic earnings per share Diluted gains per share
Net profit attributable to the
Common stock shareholders of 3.35% 0.0254 0.0254
Company.
Net profit attributable to the
Common stock shareholders of 2.33% 0.0178 0.0178
Company after deducting of
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
non-recurring gain/loss.
3. Supplement information related to the changes in accounting policies
√ Applicable □ Not applicable
The
Company according to Ministry of Finance issued in 2014 - the changes in accounting policy related to comparative financial stateme
nts and "Enterprise Accounting Standard No. 2 long-term equity investment" and eight accounting standards retroactively restated 20
13 restated after January 1, December 31, 2013 consolidated balance sheet as follows:
In RMB
Items January 1, 2013 December 31, 2013 December 31,2014
Current asset：
Monetary fund 52,227,262.00 63,502,910.00 73,614,204.00
Bill receivable 1,500,000.00 1,500,000.00
Account receivable 744,712.00 0.00
Prepayments 176,443.00 25,192.00 4,922.00
Interest receivable 38,414.00 79,340.00 112,685.00
Other account
260,005.00 311,279.00 135,178.00
receivable
Inventories 101,536.00
Total of current assets 55,048,372.00 65,418,721.00 73,866,989.00
Non-current assets：
Disposable financial asset 751,542.00 582,942.00 584,900.00
Long term share equity
65,784,312.00 66,931,685.00 75,816,615.00
investment
Property investment 31,041,484.00 23,458,153.00 25,943,393.00
Fixed assets 12,416,459.00 7,191,205.00 1,327,230.00
Intangible assets 1,860,764.00 1,820,459.00 1,780,154.00
Goodwill 5,099,624.00 5,099,624.00 5,099,624.00
Total of non-current assets 116,954,185.00 105,084,068.00 110,551,916.00
Total of assets 172,002,557.00 170,502,789.00 184,418,905.00
Current liabilities
Account payable 3,239,571.00 3,186,939.00 3,190,199.00
Account in advance 2,788,488.00 1,076,531.00 1,029,656.00
Employees’ wage payable 766,680.00 1,109,352.00 1,020,718.00
Tax payable 1,622,074.00 4,250,191.00 4,108,302.00
Dividend Payable 1,215,946.00 1,215,946.00 1,215,946.00
Other account payable 32,227,317.00 22,663,345.00 31,491,092.00
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Other current liability 1,547,263.00 1,547,263.00 2,069,249.00
Total of current liability 43,397,339.00 35,049,567.00 44,125,162.00
Non-current liabilities：
Long-term loan 1,033,936.00 1,101,349.00 1,009,719.00
Long-term payable 8,488,953.00 8,230,694.00 8,258,331.00
Differed income 836,792.00 836,792.00 836,792.00
Differed income tax liability 766,660.00 702,735.00 664,358.00
Total of non-current
11,126,341.00 10,871,570.00 10,769,200.00
liabilities
Total of liability 54,523,680.00 45,921,137.00 54,894,362.00
Owners’ equity
Share capital 169,142,356.00 169,142,356.00 169,142,356.00
Capital reserves 39,217,623.00 39,217,623.00 39,391,650.00
Other comprehensive income 61,562.00 -685,567.00 -203,899.00
Surplus reserves 26,704,791.00 26,704,791.00 26,704,791.00
Undistributed profit -116,273,941.00 -108,059,131.00 -103,768,226.00
Total of owner’s equity
118,852,391.00 126,320,072.00 131,266,672.00
belong to the parent company
Minor shareholders’ equity -1,373,514.00 -1,738,420.00 -1,742,129.00
Total of owners’ equity 117,478,877.00 124,581,652.00 129,524,543.00
Total of liabilities and
172,002,557.00 170,502,789.00 184,418,905.00
owners’ equity
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深圳中冠纺织印染股份有限公司 2014 年年度报告全文
XII. Documents available for inspection
1.The Annual report 2014;
2. The annual financial report with signature and seal of legal representative ,person in charge of accounting works and person in ch
arge of accounting institution in 2014;
3.Originals text of all documents of the Company as well as manuscript of the announcement that disclosed on website appointed by
CSRC;
4. The articles of Association.
English translation for reference Only Should there be any discrepancy between the two versions, the Chinese version shall prevail.
The Board of Directors Shenzhen Victor Onward Textile Industrial Co., Ltd.
February11, 2015
149
