深圳中冠纺织印染股份有限公司2009 年第三季度季度报告全文 1 Shenzhen Victor Onward Textile Industrial Co., Ltd. Quarterly Report for the Third Quarter of 2009 §1 Important Notice 1.1 The Board of Directors and the directors of the Company hereby warrant that there are no misstatement, misleading representation or important omissions in this report and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof. 1.2 The Third quarterly financial report of the Company is not audited . 1.3 Mr. Hu Yongfeng, board chairman and General Manager of the Company, Mr.Zhang Jinliang, Deputy General Manager of the Company, Mr. Ren Chengzheng , Manager of Financial Dept represent and warrant the financial report in this quarterly report is true and complete. §2 Basic Information 2.1 Highlights of Accounting Data and Financial Indicators Unit:RMB 2009.9.30 2008.12.31 Increase /decrease(%) Total assets(RMB) 193,563,332.00 192,923,851.00 0.33% Owner’s equity attributable to shareholders of the listed company (RMB) 129,968,915.00 130,073,334.00 -0.08% Stock capital(shares) 169,142,356.00 169,142,356.00 0.00% Net assets per share attributable to shareholders of the listed company (yuan/shares) 0.77 0.77 0.00% July-September 2009 Increase/decrease in the report period compared with the same period of the last year(%) January-September 2009 Increase/decrease in the report period compared with the same period of the last year(%) Total turnover(RMB) 7,689,102.00 -11.64% 20,176,605.00 -48.87% Net profit attributable to shareholders of the listed company(RMB) 1,004,274.00 -261,603.00 Net cash flow arising from operating activities(RMB) - - -4,268,199.00 -130.96% Net cash flow per share arising from operating activities(yuan/shares) - - -0.03 -130.96%深圳中冠纺织印染股份有限公司2009 年第三季度季度报告全文 2 Basic earnings per share(yuan/shares) 0.007 -123.33% -0.003 -95.00% Diluted earnings per share(yuan/shares) 0.007 -123.33% -0.003 -95.00% Return on net assets(%) 0.77% 4.18% -0.20% 3.21% Return on net assets after deducting non-recurring gains and losses(%) 0.55% 3.99% -0.44% 6.02% Unit:RMB Items of non-current gains and losses Year begin to end of report period Notes Gains and losses from changes in fair value of the held tradable financial assets and liabilities, and investment income from disposal of tradable financial assets and liabilities and available-for-sale financial assets, excluding the effective hedging businesses related with the normal operation of the Company. 266,599.00 Income from subscription for new shares. Other non-business income and expenses besides the above items 37,500.00 Total 304,099.00 - 2.2 Total number of shareholders in the end of the report period and shares held by the top ten shareholders with unrestricted conditions Unit:Shares Total number of shareholders at the end of report period 11,209 Share held by the top ten shareholders with unrestricted conditions Name of the shareholder Number of Unconditional shares held at the period-end Type of shares Union Holding Co., Ltd. 43,141,032 RMB common shares STYLE-SUCCESS LIMITED 24,466,029 Foreign shares placed in domestic exchange Shenzhen Textile (Group)Holdings Ltd 11,305,662 RMB common shares Rich Crown Investment Co., Ltd. 6,114,556 Foreign shares placed in domestic exchange Union Development Group Co., Ltd. 5,821,089 RMB common shares Shing Ying Chieh 5,087,061 Foreign shares placed in domestic exchange Yang Xiaohua 1,541,775 RMB common shares Zhang Yanying 1,021,500 RMB common shares Liu Baojiang 886,265 RMB common shares Liu Yue 883,356 Foreign shares placed in domestic exchange §3 Significant Events 3.1 Particular about large-margin change of main accounting statement item and financial index and its reason. √ applicable □ not applicable 1.Analysis of the reason for big change of the items of balance sheet of the Company as of the end of the report period. Unit: RMB Items September 30,2009 December 31, 2008 Amount of increased / Proportion increased/ Decreased Decreased(%) Monetary capital 56,335,840 61,368,428 -5,032,588 -8.20深圳中冠纺织印染股份有限公司2009 年第三季度季度报告全文 3 Trading financial assets 99,175 36,687 62,488 170.33 Interest receivable 235,638 91,087 144,551 158.70 Other receivable 4,787,216 614,673 4,172,543 678.82 Inventories 949,481 3,510,747 -2,561,266 -72.96 Long term share equity investment 54,593,724 47,184,759 7,408,965 15.70 (1) Monetary capital decreased by RMB 5.03 million and 8.20% mainly due to expenditure on obtaining real estate title certificate and retroactive payment of customs duties and value added tax for historic import of grey fabric; (2) Tradable financial assets increased by RMB 60,000 and 170.33% mainly due to change of the quantity of lots won for IPO; (3) Interest receivable increased by RMB 0.14 million and 158.70% mainly due to increase of undue interest income of time deposit; (4) Other receivables increased by RMB 4.17 million and 678.82% mainly because the procedure of applying for real estate title certificate was not settled; (5) Inventories decreased by RMB 2.56 million and 72.96% mainly due to sales of imported grey fabric in stock at a discount; (6) Long-term equity investment increased by RMB 7.41 million and 15.70% mainly because Zhejiang Union Hangzhou Bay Ventures Co., Ltd., an affiliated company, made profit in current period. 2.Analysis of the reason for big change of the items of profit statement as of the end of the report period. In the period from January 2009 to September 2009,the company earned operating income of RMB 20.18 million on accumulative basis, which decreased by RMB19.29 million and 48.87% year on year. Net profit is RMB -0.43 million. compare to the data last year same period, which loss decreased by RMB9.39 million and 95.61%. ⑴Analysis of reason for decrease of operating income: Affected by production suspense for rectification, sales volume of printed and dyed fabrics decreased sharply and operating income decreased sharply year on year. ⑵The main reason for decreased of amount of loss: Reason: Zhejiang Union Hangzhou Bay Ventures Co., Ltd., an affiliated company, made profit in current period. 3.Analysis of the reason for big change of the items of cash flow statement of the Company in the report period. Unit:RMB Items This period Same period of last year amount of Proportion increased/decreased Increased/ decreased Net cash flows arising form Operating activities -4,268,199 13,785,937 -18,054,136 -130.96 Net cash flows from investing activities -728,230 -2,940,098 2,211,868 -75,23 Net cash flows from financing activities 0 0 0 0 The influence of change in exchange rate On cash and cash equivalents ¨ -36,159 -3,430,122 3,393,963 -98.95 Net increase of cash and cash equivalents 56,335,840 -60,072,569 -3,736,729 -6.22 (1) Net cash flows from operating activities decreased by RMB 1805 and 130.96% year on year mainly due to sharp decrease of business volume; (2) Net cash flows from investing activities decreased by RMB 2.21 million and 75.23% year on year mainly due to year-on-year decrease of the amount of long-term equity investment in current period; (3) There were no net cash flows from financing activities; (4) The influence of change in exchange rate on cash and cash equivalents increased by RMB 3.39深圳中冠纺织印染股份有限公司2009 年第三季度季度报告全文 4 million and 98.95% mainly due to appreciation of RMB in the same period of previous year; (5) Net increase in cash and cash equivalents decreased by RMB 3.73 million year on year mainly due to expenditure on obtaining real estate title certificate and retroactive payment of customs duties and value added tax for historic import of grey fabric. 3.2 The progress of significant events and influence, as well as the analysis and explanation on resolving proposal. √ applicable □ not applicable The overall economic benefit of domestic printing and dyeing industry has continuously deteriorated in recent year, affected by this situation, the implementation of the plan for transfer of printing and dyeing business of the Company was somewhat delayed. The Company will strengthen the consultation and communication with joint ventures and strive to implement the transfer plan as soon as possible. 3.3 The fulfillment of the commitment made by the Company , shareholders and the actual controller □applicable√ not applicable 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason. √ applicable □ not applicable Forenotice of earnings Making up deficit Year beginning to end of next report period Same period of the previous year Increase or decrease (%) Estimated amount of accumulative net profit(RMB’0000) 200.00 -2,595.00 Increased ------------- Basic earnings per share(Yuan/share) 0.011 -0.15 Increased ------------ Notes to forenotice of earnings Mainly because Zhejiang Union Hangzhou Bay Co., Ltd., an invested company, was expected to make profit. 3.5 Other significant events need to be explained No 3.5.1 Reception of investigations, communications ,or interviews company held in the report period. Reception Place Mode Object Discussion issue and offered information July 7,2009 Office of board secretary of the Company Telephone Investor To learn about the Company’s operating status September 15,2009 Office of board secretary of the Company Telephone Investor To learn about whether the Company has a reorganization plan and Whether there is risk of delisting.深圳中冠纺织印染股份有限公司2009 年第三季度季度报告全文 5 3.6 Particulars about derivatives investment □applicable √ not applicable 3.6.1 Particulars about the positions of derivatives investment at the end of report period. □applicable √ not applicable §4 Appendix 4.1 Balance sheet Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. September 30, 2009 Unit:RMB Year-end balance Year-beginning balance Items Consolidated Parent company Consolidated Parent company Current asset: Monetary fund 56,335,840.00 26,253,976.00 61,368,428.00 30,750,018.00 Settlement provision Outgoing call loan Trading financial assets 99,175.00 23,591.00 36,687.00 Bill receivable 850,000.00 Account receivable 2,776,556.00 975,894.00 2,746,095.00 714,042.00 Prepayments 1,793,673.00 1,815,897.00 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 235,638.00 91,087.00 Dividend receivable Other account receivable 4,787,216.00 85,055,762.00 614,673.00 82,236,725.00 Repurchasing of financial assets Inventories 949,481.00 444,880.00 3,510,747.00 2,625,685.00 Non-current asset due in 1 year Other current asset Total of current assets 66,977,579.00 112,754,103.00 71,033,614.00 116,326,470.00 Non-current assets: Loans and payment on other’s behalf disbursed Disposable financial asset 251,204.00 207,255.00 Expired investment in possess Long-term receivable深圳中冠纺织印染股份有限公司2009 年第三季度季度报告全文 6 Long term share equity investment 54,593,724.00 40,646,322.00 47,184,759.00 39,974,858.00 Property investment 46,026,349.00 6,691,499.00 48,165,784.00 6,972,363.00 Fixed assets 22,122,926.00 18,409,819.00 22,737,791.00 18,441,088.00 Construction in progress Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets R & D petrol Goodwill 3,591,550.00 3,594,648.00 Long-germ expenses to be amortized Differed income tax asset Other non-current asset Total of non-current assets 126,585,753.00 65,747,640.00 121,890,237.00 65,388,309.00 Total of assets 193,563,332.00 178,501,743.00 192,923,851.00 181,714,779.00 Current liabilities Short-term loans Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Bill payable Account payable 6,603,622.00 4,044,628.00 6,175,741.00 1,867,796.00 Advance account received 4,619,456.00 1,700,000.00 5,281,103.00 2,464,838.00 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 608,074.00 522,789.00 599,884.00 560,676.00 Tax payable 4,607,393.00 3,537,824.00 4,551,693.00 3,864,340.00 Interest payable Dividend payable Other account payable 30,323,836.00 485,549.00 30,064,983.00 720,894.00 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of深圳中冠纺织印染股份有限公司2009 年第三季度季度报告全文 7 securities Non-current liability due in 1 year Other current liability 3,307,689.00 1,138,386.00 2,460,041.00 1,137,304.00 Total of current liability 50,070,070.00 11,429,176.00 49,133,445.00 10,615,848.00 Non-current liabilities: Long-term loan 1,581,184.00 1,674,164.00 Bond payable Long-term payable 9,224,264.00 9,232,220.00 Special payable 909,499.00 909,499.00 910,284.00 910,284.00 Expected liabilities Differed income tax liability 1,015,074.00 3,516,323.00 1,015,950.00 3,519,356.00 Other non-current liabilities Total of non-current liabilities 12,730,021.00 4,425,822.00 12,832,618.00 4,429,640.00 Total of liability 62,800,091.00 15,854,998.00 61,966,063.00 15,045,488.00 Owners’ equity Share capital 169,142,356.00 169,142,356.00 169,142,356.00 169,142,356.00 Capital reserves 39,238,778.00 31,606,598.00 39,194,631.00 31,606,598.00 Less:Shares in stock Special reserve Surplus reserves 26,309,287.00 26,309,287.00 26,309,287.00 26,309,287.00 Common risk provision Undistributed profit -116,072,120.00 -72,502,999.00 -115,810,517.00 -68,418,602.00 Different of foreign currency translation 11,350,614.00 8,091,503.00 11,237,577.00 8,029,652.00 Total of owner’s equity belong to the parent company 129,968,915.00 162,646,745.00 130,073,334.00 166,669,291.00 Minor shareholders’ equity 794,326.00 884,454.00 Total of owners’ equity 130,763,241.00 162,646,745.00 130,957,788.00 166,669,291.00 Total of liabilities and owners’ equity 193,563,332.00 178,501,743.00 192,923,851.00 181,714,779.00 4.2 Profit statement of the report period Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. July-September 2009 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I. Total operating income 7,689,102.00 4,324,818.00 8,701,751.00 4,966,555.00 Including:Operating income 7,689,102.00 4,324,818.00 8,701,751.00 4,966,555.00 Interest income Insurance gained Commission charge and commission income深圳中冠纺织印染股份有限公司2009 年第三季度季度报告全文 8 II. Total operating cost 11,463,834.00 7,178,926.00 9,802,481.00 4,600,897.00 including:operating cost 8,624,640.00 6,280,972.00 5,665,614.00 4,187,025.00 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras Sales expenses 527,547.00 740,573.00 Administration expenses 1,992,855.00 1,013,690.00 4,411,446.00 2,051,390.00 Financial expenses 318,792.00 -115,736.00 116,098.00 -506,268.00 Losses of devaluation of assets -1,131,250.00 -1,131,250.00 Add:changing income of fair value -3,887.00 -49,413.00 -8,818.00 Investment income 4,686,384.00 266,599.00 -4,182,508.00 88,853.00 Including:Investment income on affiliated company and joint venture Exchange income III.Operating profit 907,765.00 -2,587,509.00 -5,332,651.00 445,693.00 Add:non-operating income 21,884.00 21,532.00 118.00 less:non-operating expense 3,137.00 34,794.00 -20.00 Including:disposal loss of non-current assets -20.00 IV. Total profit 926,512.00 -2,565,977.00 -5,367,327.00 445,713.00 Less:expense of income tax V. Net profit 926,512.00 -2,565,977.00 -5,367,327.00 445,713.00 Net profit attributable to owner’s equity of parent company 1,004,274.00 -5,226,090.00 Minority shareholders’ gains and losses -77,762.00 -141,237.00 VI. Earnings per share (i)basic earnings per share 0.007 -0.03 (ii)Diluted earnings per share 0.007 -0.03 VII. Other composite income VIII. Total composite income 926,512.00 -2,565,977.00 -5,367,327.00 445,713.00 Including: Attributable to owners of parent Company 1,004,274.00 -2,565,977.00 -5,226,090.00 445,713.00 Attributable to minority shareholders -77,762.00 -141,237.00 4.3 Profit statement from Year-begin to period-end Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. January-September 2009 Unit:RMB深圳中冠纺织印染股份有限公司2009 年第三季度季度报告全文 9 Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I. Total operating income 20,176,605.00 9,089,273.00 39,462,608.00 18,552,868.00 Including:Operating income 20,176,605.00 9,089,273.00 39,462,608.00 18,552,868.00 Interest income Insurance gained Commission charge and commission income II. Total operating cost 27,700,013.00 13,486,060.00 39,134,513.00 13,947,166.00 including:operating cost 20,238,958.00 10,391,552.00 35,595,169.00 21,501,756.00 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras Sales expenses 1,675,268.00 2,133,113.00 Administration expenses 5,053,897.00 3,875,293.00 9,913,775.00 4,200,457.00 Financial expenses 731,890.00 -780,785.00 -1,088,178.00 -4,335,681.00 Losses of devaluation of assets -7,419,366.00 -7,419,366.00 Add:changing income of fair value 38,946.00 -102,489.00 Investment income 7,015,371.00 266,599.00 -9,977,133.00 412,859.00 Including:Investment income on affiliated company and joint venture Exchange income III.Operating profit -469,091.00 -4,130,188.00 -9,751,527.00 5,018,561.00 Add:non-operating income 48,482.00 45,791.00 118.00 less:non-operating expense 10,982.00 68,789.00 13,696.00 Including:disposal loss of non-current assets IV. Total profit -431,591.00 -4,084,397.00 -9,820,198.00 5,004,865.00 Less:expense of income tax V. Net profit -431,591.00 -4,084,397.00 -9,820,198.00 5,004,865.00 Net profit attributable to owner’s equity of parent company -261,603.00 -9,522,710.00 Minority shareholders’ gains and losses -169,988.00 -297,488.00 VI. Earnings per share (i)basic earnings per share -0.003 -0.06 (ii)Diluted earnings per share -0.003 -0.06 VII. Other composite income深圳中冠纺织印染股份有限公司2009 年第三季度季度报告全文 10 VIII. Total composite income -431,591.00 -4,084,397.00 -9,820,198.00 5,004,865.00 Including: Attributable to owners of parent Company -261,603.00 -4,084,397.00 -9,522,710.00 5,004,865.00 Attributable to minority shareholders -169,988.00 -297,488.00 4.4 Cash flow statement from Year-begin to period-end Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. January-September 2009 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I. Cash flows from operating activities Cash received from sales of goods or rending of services 22,036,000.00 11,013,978.00 46,190,680.00 19,390,254.00 Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter-bank loans from other financial bodies Cash received against original insurance contract Net cash received from reinsurance business Net increase of client deposit and investment Net increase of trade financial asset disposal 269,561.00 269,561.00 413,322.00 413,322.00 Cash received as interest, processing fee and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax returned 1,631,073.00 705,985.00 6,553,468.00 366,473.00 Other cash received from business operation 3,759,390.00 1,637,053.00 1,868,922.00 2,684,901.00 Sub-total of cash inflow 27,696,024.00 13,626,577.00 55,026,392.00 22,854,950.00 Cash paid for purchasing of merchandise and services 14,598,112.00 8,391,793.00 27,659,199.00 9,223,462.00 Net increase of client trade and advance Net increase of savings n central bank and brother company深圳中冠纺织印染股份有限公司2009 年第三季度季度报告全文 11 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 2,639,951.00 1,419,427.00 3,016,112.00 1,511,257.00 Taxes paid 6,415,072.00 5,663,505.00 2,026,040.00 1,013,616.00 Other cash paid for business activities 8,311,088.00 2,017,456.00 8,539,104.00 7,369,626.00 Sub-total of cash outflow from business activities 31,964,223.00 17,492,181.00 41,240,455.00 19,117,961.00 Cash flow generated by business operation, net -4,268,199.00 -3,865,604.00 13,785,937.00 3,736,989.00 II. Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains 1,776.00 5,031.00 Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets 61,532.00 52,368.00 Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received Sub-total of cash inflow due to investment activities 63,308.00 52,368.00 5,031.00 Cash paid for construction of fixed assets, intangible assets and other long-term assets 91,538.00 125,129.00 Cash paid as investment 700,000.00 700,000.00 2,820,000.00 2,820,000.00 Net increase of loan against pledge Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to investment activities 791,538.00 700,000.00 2,945,129.00 2,820,000.00 Net cash flow generated by investment -728,230.00 -647,632.00 -2,940,098.00 -2,820,000.00深圳中冠纺织印染股份有限公司2009 年第三季度季度报告全文 12 III. Cash flow generated by financing Cash received as investment Incl: Cash received as investment from minor shareholders Cash received as loans Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from financing activities Cash to repay debts Cash paid as dividend, profit, or interests Incl: Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities Sub-total of cash outflow due to financing activities Net cash flow generated by financing IV.Influence of exchange rate alternation on cash and cash equivalents -36,159.00 17,194.00 -3,430,122.00 139,989.00 V.Net increase of cash and cash equivalents -5,032,588.00 -4,496,042.00 7,415,717.00 1,056,978.00 Add: balance of cash and cash equivalents at the beginning of term 61,368,428.00 30,750,018.00 52,656,852.00 31,467,687.00 VI. Balance of cash and cash equivalents at the end of term 56,335,840.00 26,253,976.00 60,072,569.00 32,524,665.00 4.5 Auditor’ report Auditor’s opinions: Not audited The Board of Directors of Shenzhen Victor Onward Textile Industrial Co., Ltd. October 29, 2009