深圳中冠纺织印染股份有限公司2010 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 2010 (Full text) §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 2010.9.30 2009.12.31 Increase /decrease(%) Total assets(RMB) 197,161,531.00 201,318,234.00 -2.06% Owner’s equity attributable to shareholders of the listed company (RMB) 146,013,177.00 143,058,948.00 2.07% 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) 0.86 0.85 1.18% July-September 2010 Increase/decrease in the report period compared with the same period of the last year(%) January-September 2010 Increase/decrease in the report period compared with the same period of the last year(%) Total turnover(RMB) 2,240,956.00 -70.86% 7,521,544.00 -62.72% Net profit attributable to shareholders of the listed company (RMB) 962,978.00 -4.11% 6,375,682.00 -2,537.16% Net cash flow arising from operating - - 571,375.00 -113.39%深圳中冠纺织印染股份有限公司2010 年第三季度季度报告全文 2 activities(RMB) Net cash flow per share arising from operating activities(yuan/shares) - - 0.00 -111.26% Basic earnings per share (yuan/shares) 0.01 42.86% 0.04 -1,340.77% Diluted earnings per share (yuan/shares) 0.01 42.86% 0.04 -1,340.77% Weighted average return on equity (%) 0.64% -0.13% 4.34% 4.54% Weighted average Return on net assets after deducting non-recurring gains and losses(%) 0.55% 0.00% 4.25% 4.69% 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. 156,277.00 Other non-business income and expenses besides the above items 860.00 Total 157,137.00 - 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 10,538 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 Co., Ltd 10,182,894 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 BOCI SECURITIES LIMITED 2,528,567 Foreign shares placed in domestic exchange Shing Ying Chieh 1,879,129 Foreign shares placed in domestic exchange Liuzhou Jiali Real Estate Development Co., Ltd. 1,565,600 RMB common shares Shanghai (Hongkang)Wanguo Securities Co., Ltd. 1,401,870 Foreign shares placed in domestic exchange Shifu Securities Co., Ltd. 1,168,970 Foreign shares placed in domestic exchange深圳中冠纺织印染股份有限公司2010 年第三季度季度报告全文 3 §3 Significant Events 3.1 Particular about large-margin change of main accounting statement item and financial index and its reason. 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 30,2010 December 31, 2009 Amount of increased / Proportion increased/ Decreased Decreased (%) Trading financial assets 115,822 171,221 -55,399 -32.36% Accounts receivable 822,885 2,398,250 -1,575,365 -65.69% Prepayments 5,960 942,126 -936,166 -99.37% Other account receivable 671,945 1,227,246 -555,301 -45.25% Account payable 1,079,794 4,101,084 -3,021,290 -73.67% Advance payment 3,124,691 4,555,433 -1,430,742 -31.41% Tradable financial assets decreased by RMB 50,000 and 32.36% mainly due to sell the new shares won in IPO subscription. Accounts receivable, payment in advance, other receivables, accounts payable and advance collections respectively decreased mainly due to decrease of business. 2.Analysis of the reason for big change of the items of profit statement as of the end of the report period. In the period from January 2010 to September 2010,the company earned operating income of RMB 7.52 million on accumulative basis, which decreased by RMB12.66 million and 62.72% year on year. Net profit is RMB 6.3 million. compare to the data last year same period, Accomplished turning losses into profits. ⑴Analysis of reason for decrease of operating income: It was affected by continuous production suspense and rectification. ⑵The main reason for decreased of amount of loss: 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 571,375 -4,268,199 4,839,574 -133.39% Net cash flows from investing activities -112,351 -728,230 615,879 -84.57% Net cash flows from financing activities -3.000.000 0 -3.000.000 The influence of change in exchange rate 609,156 -36,159 -572,997 1584.66% Net increase of cash and cash equivalents -3,150,132 -5,032,588 1,882,456 -37.41% ⑴At the end of the report period, Net cash flows from operating activities increased by RMB 4.84 million year on year; ⑵At the end of the report period, Net cash flows from investing activities decreased by RMB 0.62 million year on year; ⑶At the end of the report period, Net cash flows from financing activities decreased by RMB 3 million year on year; ⑷At the end of the report period, the influence of change in exchange rate on cash and cash equivalents decreased by RMB 0.57 million year on year; ⑸At the end of the report period, net increase in cash and cash equivalents increased by RMB1.88 million year on year.深圳中冠纺织印染股份有限公司2010 年第三季度季度报告全文 4 3.2 The progress of significant events and influence, as well as the analysis and explanation on resolving proposal. □applicable √ not applicable 3.2.1 Non-standard Opinion □applicable √ not applicable 3.2.2 The Company provided funds to its controlling shareholder or related parties and provided guarantees in violation of established procedures. □applicable √ not applicable 3.2.3 Signing and performance of significant contracts for daily operation □applicable √ not applicable 3.2.4 Other □applicable √ not applicable 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 3.5 Major events needs to be explained 3.5.1 Investment in securities √applicable □not applicable Unit:RMB No Stock type Stock code Stock abbreviation Initial investment amount(Yuan ) Amount held (shares) Book values at the end of period(RMB) Percentage of total investment in this stock at the end or period(%) Profit and loss during the report period(RMB) 1 Stock 604 Shenzhen Invest 69,750.00 24,000 59,063.00 50.88% -10,687.00 2 Stock 300128 Jinfu New Material 0.00 500 17,500.00 15.07% 0.00 3 Stock 002485 Sinoer 0.00 500 13,300.00 11.46% 0.00 4 Stock 178 Sasa Int’l 9,052.00 2,000 10,932.00 9.42% 1,880.00 5 Stock 560 Chukong Ship 6,709.00 6,000 9,844.00 8.48% 3,135.00 6 Stock 002486 Challenge 0.00 500 5,450.00 4.69% 0.00深圳中冠纺织印染股份有限公司2010 年第三季度季度报告全文 5 7 Stock 002328 Xinpeng 9,690.00 0 0.00 0.00% 2,332.00 8 Stock 601117 China National chemical 76,020.00 0 0.00 0.00% 2,052.00 Other securities investment held at the end of the period 0.00 - 0.00 0.00% 0.00 Gain and loss from investment in securities already sold in the report period - - - - 157,515.00 Total 171,221.00 - 116,089.00 100% 156,227.00 Explanation Investment in securities : . 3.5.2 Reception of investigations , communications , or interviews Reception Place Mode Object Discussion issue and offered information July 8, 2010 Office of board secretary of the Company Telephone Investor Inquiry about the reason of quit of the director and board secretary of the Company August 27, 2010 Office of board secretary of the Company Telephone Investor Inquiry about the Company's whether the Company has any plan for reorganization 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, 2010 Unit:RMB Year-end balance Year-beginning balance Items Consolidated Parent company Consolidated Parent company Current asset: Monetary fund 52,955,494.00 24,265,670.00 56,105,626.00 24,960,502.00 Settlement provision Outgoing call loan Trading financial assets 115,822.00 35,984.00 171,221.00 85,725.00 Bill receivable Account receivable 822,885.00 2,398,250.00 488,528.00 Prepayments 5,960.00 942,126.00 Insurance receivable Reinsurance receivable Provisions of Reinsurance深圳中冠纺织印染股份有限公司2010 年第三季度季度报告全文 6 contracts receivable Interest receivable 5,480.00 Dividend receivable Other account receivable 671,945.00 79,073,368.00 1,227,246.00 81,416,712.00 Repurchasing of financial assets Inventories 896,308.00 435,974.00 856,553.00 444,557.00 Non-current asset due in 1 year Other current asset Total of current assets 55,468,414.00 103,810,996.00 61,706,502.00 107,396,024.00 Non-current assets: Loans and payment on other’s behalf disbursed Disposable financial asset 394,425.00 309,399.00 Expired investment in possess Long-term receivable Long term share equity investment 74,469,994.00 40,519,477.00 68,427,751.00 41,317,197.00 Property investment 41,093,953.00 6,198,402.00 44,445,185.00 6,595,088.00 Fixed assets 18,219,734.00 14,576,170.00 18,772,745.00 14,867,709.00 Construction in progress Engineering material Fixed asset disposal -9,644.00 -9,644.00 Production physical assets Gas & petrol Intangible assets 2,092,961.00 2,092,961.00 2,117,958.00 2,117,958.00 R & D petrol Goodwill 5,431,694.00 5,538,694.00 Long-germ expenses to be amortized Differed income tax asset Other non-current asset Total of non-current assets 141,693,117.00 63,377,366.00 139,611,732.00 64,897,952.00 Total of assets 197,161,531.00 167,188,362.00 201,318,234.00 172,293,976.00 Current liabilities Short-term loans Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities深圳中冠纺织印染股份有限公司2010 年第三季度季度报告全文 7 Bill payable Account payable 1,079,794.00 115,894.00 4,101,084.00 1,793,753.00 Advance account received 3,124,691.00 3,072,728.00 4,555,433.00 3,448,961.00 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 564,877.00 513,835.00 559,967.00 559,967.00 Tax payable 2,866,179.00 1,732,177.00 2,519,063.00 1,192,456.00 Interest payable Dividend payable Other account payable 27,729,631.00 657,451.00 30,926,067.00 652,984.00 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year Other current liability 3,047,424.00 1,164,142.00 2,460,013.00 1,139,376.00 Total of current liability 38,412,596.00 7,256,227.00 45,121,627.00 8,787,497.00 Non-current liabilities: Long-term loan 1,404,593.00 1,534,300.00 Bond payable Long-term payable 9,039,494.00 9,217,564.00 Special payable 891,281.00 891,292.00 908,839.00 908,839.00 Expected liabilities Differed income tax liability 950,151.00 4,211,690.00 968,868.00 4,294,606.00 Other non-current liabilities Total of non-current liabilities 12,285,519.00 5,102,982.00 12,629,571.00 5,203,445.00 Total of liability 50,698,115.00 12,359,209.00 57,751,198.00 13,990,942.00 Owners’ equity Share capital 169,142,356.00 169,142,356.00 169,142,356.00 169,142,356.00 Capital reserves 39,388,107.00 31,606,598.00 39,297,104.00 31,606,598.00 Less:Shares in stock Special reserve Surplus reserves 26,704,791.00 26,309,287.00 26,704,791.00 26,309,287.00 Common risk provision Undistributed profit -96,392,259.00 -76,949,212.00 -102,767,941.00 -76,527,638.00 Different of foreign currency 7,170,182.00 4,720,124.00 10,682,638.00 7,772,431.00深圳中冠纺织印染股份有限公司2010 年第三季度季度报告全文 8 translation Total of owner’s equity belong to the parent company 146,013,177.00 154,829,153.00 143,058,948.00 158,303,034.00 Minor shareholders’ equity 450,239.00 508,088.00 Total of owners’ equity 146,463,416.00 154,829,153.00 143,567,036.00 158,303,034.00 Total of liabilities and owners’ equity 197,161,531.00 167,188,362.00 201,318,234.00 172,293,976.00 4.2 Profit statement of the report period Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. July-September 2010 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I. Total operating income 2,240,956.00 389,295.00 7,689,102.00 4,324,818.00 Including:Operating income 2,240,956.00 389,295.00 7,689,102.00 4,324,818.00 Interest income Insurance gained Commission charge and commission income II. Total operating cost 2,571,862.00 456,440.00 11,463,834.00 7,178,926.00 including:operating cost 828,142.00 120,033.00 8,624,640.00 6,280,972.00 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 150,448.00 527,547.00 Administration expenses 1,819,441.00 1,001,525.00 1,992,855.00 1,013,690.00 Financial expenses -226,169.00 -665,118.00 318,792.00 -115,736.00 Losses of devaluation of assets Add:changing income of fair value 13,640.00 -3,887.00 Investment income 1,248,941.00 45,965.00 4,686,384.00 266,599.00 Including:Investment income on affiliated company and joint venture Exchange income III.Operating profit 931,675.00 -21,180.00 907,765.00 -2,587,509.00 Add:non-operating income 190.00 190.00 21,884.00 21,532.00 less:non-operating expense 791.00 -1.00 3,137.00 Including:disposal loss of non-current assets深圳中冠纺织印染股份有限公司2010 年第三季度季度报告全文 9 IV. Total profit 931,074.00 -20,989.00 926,512.00 -2,565,977.00 Less:expense of income tax V. Net profit 931,074.00 -20,989.00 926,512.00 -2,565,977.00 Net profit attributable to owner’s equity of parent company 962,978.00 -20,989.00 1,004,274.00 -2,565,977.00 Minority shareholders’ gains and losses -31,904.00 -77,762.00 VI. Earnings per share (i)basic earnings per share 0.01 0.007 (ii)Diluted earnings per share 0.01 0.007 VII. Other composite income -1,320,527.00 -1,443,228.00 VIII. Total composite income -389,453.00 -1,464,217.00 926,512.00 -2,565,977.00 Total comprehensive income attributable to owners of parent Company -389,453.00 -1,464,217.00 1,004,274.00 -2,565,977.00 Total comprehensive income attributable to minority shareholders -77,762.00 4.3 Profit statement from Year-begin to period-end Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. January-September 2010 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I. Total operating income 7,521,544.00 916,884.00 20,176,605.00 9,089,273.00 Including:Operating income 7,521,544.00 916,884.00 20,176,605.00 9,089,273.00 Interest income Insurance gained Commission charge and commission income II. Total operating cost 9,249,256.00 1,491,258.00 27,700,013.00 13,486,060.00 including:operating cost 3,188,566.00 -172,062.00 20,238,958.00 10,391,552.00 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 527,740.00 1,675,268.00 Administration expenses 6,116,880.00 3,707,223.00 5,053,897.00 3,875,293.00 Financial expenses -583,930.00 -2,043,903.00 731,890.00 -780,785.00 Losses of devaluation of assets Add:changing income of fair -4,046.00 38,946.00深圳中冠纺织印染股份有限公司2010 年第三季度季度报告全文 10 value Investment income 8,028,643.00 152,808.00 7,015,371.00 266,599.00 Including:Investment income on affiliated company and joint venture Exchange income III.Operating profit 6,296,885.00 -421,566.00 -469,091.00 -4,130,188.00 Add:non-operating income 190.00 190.00 48,482.00 45,791.00 less:non-operating expense 1,050.00 198.00 10,982.00 Including:disposal loss of non-current assets IV. Total profit 6,296,025.00 -421,574.00 -431,591.00 -4,084,397.00 Less:expense of income tax V. Net profit 6,296,025.00 -421,574.00 -431,591.00 -4,084,397.00 Net profit attributable to owner’s equity of parent company 6,375,682.00 -421,574.00 -261,603.00 -4,084,397.00 Minority shareholders’ gains and losses -79,657.00 -169,988.00 VI. Earnings per share (i)basic earnings per share 0.04 -0.003 (ii)Diluted earnings per share 0.04 -0.003 VII. Other composite income -3,356,229.00 -2,899,475.00 VIII. Total composite income 2,939,796.00 -3,321,049.00 -431,591.00 -4,084,397.00 Total comprehensive income attributable to owners of parent Company 2,927,399.00 -3,321,049.00 -261,603.00 -4,084,397.00 Total comprehensive income attributable to minority shareholders 12,397.00 -169,988.00 4.4 Cash flow statement from Year-begin to period-end Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. January-September 2010 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I. Cash flows from operating activities Cash received from sales of goods or rending of services 8,673,135.00 3,006,903.00 22,036,000.00 11,013,978.00 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深圳中冠纺织印染股份有限公司2010 年第三季度季度报告全文 11 Net cash received from reinsurance business Net increase of client deposit and investment Net increase of trade financial asset disposal 387,311.00 387,311.00 269,561.00 269,561.00 Cash received as interest, processing fee and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax returned 186,324.00 105,246.00 1,631,073.00 705,985.00 Other cash received from business operation 1,367,117.00 873,610.00 3,759,390.00 1,637,053.00 Sub-total of cash inflow 10,613,887.00 4,373,070.00 27,696,024.00 13,626,577.00 Cash paid for purchasing of merchandise and services 2,478,077.00 1,478,077.00 14,598,112.00 8,391,793.00 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 2,382,223.00 1,388,134.00 2,639,951.00 1,419,427.00 Taxes paid 1,473,844.00 640,531.00 6,415,072.00 5,663,505.00 Other cash paid for business activities 3,708,368.00 1,506,483.00 8,311,088.00 2,017,456.00 Sub-total of cash outflow from business activities 10,042,512.00 5,013,225.00 31,964,223.00 17,492,181.00 Cash flow generated by business operation, net 571,375.00 -640,155.00 -4,268,199.00 -3,865,604.00 II. Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains 3,348.00 1,776.00 Net cash retrieved from disposal of fixed assets, 9,739.00 9,739.00 61,532.00 52,368.00深圳中冠纺织印染股份有限公司2010 年第三季度季度报告全文 12 intangible assets, and other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received Sub-total of cash inflow due to investment activities 13,087.00 9,739.00 63,308.00 52,368.00 Cash paid for construction of fixed assets, intangible assets and other long-term assets 125,438.00 91,538.00 Cash paid as investment 700,000.00 700,000.00 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 125,438.00 791,538.00 700,000.00 Net cash flow generated by investment -112,351.00 9,739.00 -728,230.00 -647,632.00 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 3,000,000.00 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 3,000,000.00 Net cash flow generated by -3,000,000.00深圳中冠纺织印染股份有限公司2010 年第三季度季度报告全文 13 financing IV.Influence of exchange rate alternation on cash and cash equivalents -609,156.00 -64,416.00 -36,159.00 17,194.00 V.Net increase of cash and cash equivalents -3,150,132.00 -694,832.00 -5,032,588.00 -4,496,042.00 Add: balance of cash and cash equivalents at the beginning of term 56,105,626.00 24,960,502.00 61,368,428.00 30,750,018.00 VI. Balance of cash and cash equivalents at the end of term 52,955,494.00 24,265,670.00 56,335,840.00 26,253,976.00 4.5 Auditor’ report Auditor’s opinions: Not audited The Board of Directors of Shenzhen Victor Onward Textile Industrial Co., Ltd. October 25, 2010