深圳中冠纺织印染股份有限公司 2011 年第一季度季度报告全文 Shenzhen Victor Onward Textile Industrial Co., Ltd. The First Quarterly Report 2011 §1 Important Notice 1.1 The Board of Directors 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. 1.2 The financial report of the Company in this quarterly Report period has not been 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 At the period-end of last At the period-end of this Increase /decrease(%) year Total assets(RMB) 190,217,436.00 195,732,419.00 -2.82% Owner’s equity attributable to the shareholders of 137,144,668.00 142,929,499.00 -4.05% the listed company (RMB) Stock capital(Shares) 169,142,356.00 169,142,356.00 0.00% Net assets per share attributable to the shareholders of the listed company 0.81 0.85 -4.71% (RMB/shares) Amount of the same period Amount of current period Increase /decrease(%) in last year Total turnover(RMB) 3,169,625.00 1,924,354.00 64.71% Net profit attributable to owners of parent -4,143,863.00 -3,524,663.00 17.57% company(RMB) Net cash flow arising from operating 671,682.00 -639,091.00 -205.10% activities(RMB) Net cash flow per share arising from 0.00 0.00 0.00% operating activities(RMB/share) Basic earnings per share(RMB/share) -0.02 -0.02 0.00% 1 深圳中冠纺织印染股份有限公司 2011 年第一季度季度报告全文 Diluted earnings per share(RMB/share) -0.02 -0.02 0.00% Weighted average return on equity(%) -2.94% 2.80% -5.74% Weighted average return on equity after -2.95% 2.64% -5.59% deducting non-recurring gains and losses(%) Items of non-current gains and losses √ applicable □ not applicable Unit:RMB Non-recurring gain and loss items Amount Notes(If applicable) Other non-operating income and expense other than above-mentioned 8,466.00 Total 8,466.00 - 2.2 Top 10 shareholders and top 10 holders of unconditional shares Unit:Shares Total number of shareholders at the end of report 11,832 period Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Amount of tradable shares with Full name of shareholder unrestricted conditions held at the end of Type of shares report period Union Holdings Co., Ltd. 43,141,032 RMB common shares Foreign shares placed in domestic STYLE-SUCCESS LIMITED 24,466,029 exchange Shenzhen Textile (Group)Holdings Ltd 9,543,394 RMB common shares Foreign shares placed in domestic Rich Crown Investment Co., Ltd. 6,114,556 exchange Union Development Group Co., Ltd. 5,821,089 RMB common shares Foreign shares placed in domestic BOCI SECURITIES LIMITED 1,942,667 exchange Foreign shares placed in domestic Shing Ying Chieh 1,618,982 exchange GUOTAI JUNAN SECURITIES(HONGKONG) Foreign shares placed in domestic 1,429,803 LIMITED exchange Liuzhou Jiali Real estate Development Co., ltd. 1,393,700 RMB common shares Liuzhou Ruiheng Mechanical& Electrical Co., 770,000 RMB common shares Ltd. §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 2 深圳中冠纺织印染股份有限公司 2011 年第一季度季度报告全文 Items March 31,2011 December 31,2010 Amount of increased / Proportion increased Decreased Decreased Long term share equity investment 72,300,494 77,199,476 -4,898,982 -6.35% Long term share equity investment decreased 4.89 million -6.35% Mainly due to the loss to the earnings of Zhejiang Union Hangzhou Bay Ventures Co., Ltd., an affiliated Company. Mainly due to the key business of the Company was not recovered, the earnings of Zhejiang Union Hangzhou Bay Ventures Co., Ltd., an affiliated company, decreased by 47.20% year on year to RMB 45.05 million and Shenzhen East Asia Victor Onward Textile Printing and Dyeing Co., Ltd., 2.Analysis of the reason for big change of the items of profit statement as of the end of the report period. n the period from January 2011 to March 2011,the company earned operating income of RMB 3.16 million on accumulative basis, which Increased by RMB 1.24 million and 64.71% year on year. Net profit is RMB -4.15 million. compare to the data last year same period, which loss increased by RMB 0.61 million and 17.30%. ⑴Analysis of reason for increase of operating income: Rental income has increased. ⑵The main reason for increased of amount of loss: Mainly due to the loss to the earnings of Zhejiang Union Hangzhou Bay Ventures Co., Ltd., an affiliated Company.. 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 671,682 -639,091 1,310,773 -205.10% Net cash flows from investing activities -32,981 -96,282 63,301 -65.75% Net cash flows from financing activities 0 0 0 The influence of change in exchange rate On cash and cash equivalents -293,053 -47,028 -246,025 523.15% Net increase of cash and cash equivalents 345,648 -782,401 1,128,049 -144.18% ⑴At the end of the report period, net increase in cash and cash equivalents increased by RMB 1.3 million year on year, Mainly due to the rental income has increased in the report period; ⑵In the report period, Net cash flows from investing activities increased by RMB 60,000 year on year; ⑶At the end of the report period, There were no net cash flows from financing activities in the report period and the same period of previous year; ⑷At the end of the report period, the influence of change in exchange rate on cash and cash equivalents decreased by RMB 60,000 year on year;, Mainly due to RMB and HKD exchange Rate fluctuations; ⑸At the end of the report period, net increase in cash and cash equivalents increased by RMB 1.12 million year on year. 3.2 The progress of significant events and influence, as well as the analysis and explanation on resolving proposal. 3.2.1 Non-standard Opinion √ applicable □ not applicable I. The special statement of the board of directors of the Company on the matters involved in the Unqualified Auditor's Report for 2010 with Highlighted Paragraphs (I) Basic information Shine Wing Certified Public Accountants issued unqualified auditor's report with paragraph of emphasized matters for the Company's financial statements for 2010 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 3 深圳中冠纺织印染股份有限公司 2011 年第一季度季度报告全文 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. (II) Basic opinions of certified public accountants on such matter: Shine Wing Certified Public Accountants accepted entrustment, completed the audit of the financial statements of the Company for 2009 and issued unqualified auditor's report with paragraph of emphasized matters for the Company's financial statements for 2010. In accordance with No. 14 Rule for Preparation and Report of Information Disclosure by Companies Publicly Issuing Securities - Non-standard Unqualified Audit Opinions and Treatment of Matters Involved Therein, relevant notes are as follows: As noticed by Shine Wing Certified Public Accountants during audit, Since March 2007, Shenzhen Victor Onward Textile Industrial Co., Ltd. stopped production and dismissed most of workers. The company currently only had house leasing business. Except that Shenzhen East Asia Victor Onward Textile Printing and Dyeing Co., Ltd. is still operating normally, other 5 subsidiaries controlled by the Company have stopped operation or are maintaining daily operation by house property lease. It plans to invest in Nanjing East Asia Textile Printing and Dyeing Co., Ltd. with part of machinery and equipment in 2007, Due to the reason on the side of the other party of joint venture and change of industry prospect. 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. This special statement is issued by us according to relevant regulations of CSRC and shall not be used for other purpose. We and the C.P.A. who performed this service shall not bear any liability for the consequences caused by its improper use. 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. Due to the reason on the side of the change of industry prospect, Capital Increasing of the joint venture project had not been completed. (III) Extent of influence of this matter on the Company: This event greatly impacted the production & operation activities and sustainable development of company, it made company had the situation of implementing other special treatment which was stipulated in Shenzhen Stock Exchange Listing Rules , the stock of our company had been implemented for other special treatment. (IV) The possibility of eliminating this matter and its influence: Though the transfer of printing and dyeing business has been somewhat delayed, The board of directors of company is positively studying the future development of company to enhance company's sustainable operating ability. (V)The specific measures Company is communicating with joint venture partner and trying to minimize the losses and settle this joint venture project issue properly. II. The special statement of the Supervisory Committee of the Company on the matters involved in the Unqualified Auditor's Report for 2010 with Highlighted Paragraphs Shine Wing Certified Public Accountants issued unqualified auditor's report with highlighted paragraphs for the financial statements of 4 深圳中冠纺织印染股份有限公司 2011 年第一季度季度报告全文 Shenzhen Victor Onward Textile Industrial Co., Ltd. for 2010. Therefore, 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 2010 with Highlighted Paragraphs. 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. 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 Since March 2007, Shenzhen Victor Onward Textile Industrial Co., Ltd. stopped production and dismissed most of workers. The company currently only had some house leasing business. 5 subsidiaries controlled by the company had stopped the operation and were depending on house lease to maintain. In 2007 the company intended to invest part of machineries and equipments to Nanjing East Asia Textile Printing & Dyeing Co., Ltd. But due to the reasons of the joint venture party and the prospect change in the industry, the investment plan was delayed. The Company is communicating with joint venture partner and trying to minimize the losses and settle this joint venture project issue properly. 3.3 The fulfillment of the commitment made by the Company , shareholders and the actual controller Commitments made by the listed company and its directors, supervisors, senior executives, the shareholders with holding above 5% shares and its actual controller in the report period, or lasting until the report period. □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 Losses Year beginning to end of next Same period of the Increase or decrease% report period previous year Estimated amount of accumulative net -800.00 -- -600.00 541.00 -- -- profit(RMB’0000) Basic earnings per shares -0.05 -- -0.04 0.03 -- -- (Yuan/share) Due to Equity method of Zhejiang Union Hangzhou Bay Ventures Co., Ltd. accounted for earnings Notes to forenotice of earnings losses, the accumulative net profit for the period from January 2011 to June 2011 is estimated to be about RMB 6 million to RMB 8 million. 5 深圳中冠纺织印染股份有限公司 2011 年第一季度季度报告全文 3.5 Major events needs to be explained 3.5.1 Investment in securities √applicable □not applicable Unit:RMB Percentage of Initial total Holding Book values at Profit and loss Stock investment investment in No Stock type Stock code quantity(Shar the end of during the report abbreviation amount(Yuan this stock at e) period(RMB) period(RMB) ) the end or period(%) Tianli 1 Bonds 300156 28,900.00 0 0.00 0.00% 4,625.00 Environmental LANDOCEA 2 Stock 300157 28,403.00 0 0.00 0.00% 5,215.00 N 3 Stock 2537 Haili Metal 19,932.00 0 0.00 0.00% 19.00 4 Stock 601558 Winovel Wind 0.00 1,000 89,852.00 57.33% -148.00 5 Stock 002563 Semir Garment 0.00 1,000 66,889.00 42.67% -111.00 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 - - - - 4,630.00 in the report period Total 77,235.00 - 156,741.00 100% 14,230.00 Explanation Investment in securities : . 3.5.2 Reception of investigations , communications , or interviews Discussion issue and offered Reception Place Mode Object information Office of board secretary Individual The Company’s shares status.公司参股 January 27,2011 Telephone of the Company shareholder 公司情况 Office of board secretary Individual March 10,2011 Telephone The Company’s operating status of the Company shareholder 3.6 Derivative Investment □applicable √ not applicable 3.6.1 Particulars about derivatives investment held at the end of report period □applicable √ not applicable §4 Appendix 4.1 Balance sheet Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. March31, 2011 Unit:RMB Items Year-end balance Year-beginning balance 6 深圳中冠纺织印染股份有限公司 2011 年第一季度季度报告全文 Consolidated Parent company Consolidated Parent company Current asset: Monetary fund 52,132,261.00 23,137,714.00 51,786,613.00 23,577,186.00 Settlement provision Outgoing call loan Trading financial assets 156,741.00 156,741.00 77,235.00 77,235.00 Bill receivable Account receivable 1,160,013.00 586,576.00 Prepayments 32,493.00 23,225.00 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 20,549.00 6,646.00 Dividend receivable Other account receivable 351,443.00 75,043,092.00 175,951.00 75,638,428.00 Repurchasing of financial assets Inventories 425,245.00 425,245.00 429,613.00 429,612.00 Non-current asset due in 1 year Other current asset Total of current assets 54,278,745.00 98,762,792.00 53,085,859.00 99,722,461.00 Non-current assets: Loans and payment on other’s behalf disbursed Disposable financial asset 669,083.00 874,427.00 Expired investment in possess Long-term receivable Long term share equity 72,300,494.00 38,220,668.00 77,199,476.00 38,613,199.00 investment Property investment 38,396,101.00 5,870,716.00 39,679,004.00 6,019,483.00 Fixed assets 17,260,019.00 14,166,966.00 17,492,132.00 14,313,935.00 Construction in progress Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets 2,014,908.00 2,014,908.00 2,049,023.00 2,049,023.00 R & D petrol Goodwill 5,298,086.00 5,352,498.00 Long-germ expenses to be 7 深圳中冠纺织印染股份有限公司 2011 年第一季度季度报告全文 amortized Differed income tax asset Other non-current asset Total of non-current assets 135,938,691.00 60,273,258.00 142,646,560.00 60,995,640.00 Total of assets 190,217,436.00 159,036,050.00 195,732,419.00 160,718,101.00 Current liabilities Short-term loans Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Bill payable Account payable 3,336,214.00 114,864.00 3,353,297.00 115,281.00 Advance account received 2,763,482.00 1,985,646.00 2,718,175.00 1,939,819.00 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 653,478.00 613,025.00 620,363.00 579,911.00 Tax payable 3,243,595.00 1,777,662.00 2,914,867.00 1,723,217.00 Interest payable Dividend payable Other account payable 29,939,116.00 619,560.00 29,974,945.00 651,133.00 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year Other current liability 2,587,993.00 1,270,169.00 2,504,404.00 1,185,618.00 Total of current liability 42,523,878.00 6,380,926.00 42,086,051.00 6,194,979.00 Non-current liabilities: Long-term loan 1,303,590.00 1,350,126.00 Bond payable Long-term payable 8,817,142.00 8,907,695.00 Special payable 869,358.00 869,358.00 878,286.00 878,286.00 Expected liabilities Differed income tax liability 883,286.00 4,169,104.00 892,357.00 4,211,921.00 Other non-current 8 深圳中冠纺织印染股份有限公司 2011 年第一季度季度报告全文 liabilities Total of non-current 11,873,376.00 5,038,462.00 12,028,464.00 5,090,207.00 liabilities Total of liability 54,397,254.00 11,419,388.00 54,114,515.00 11,285,186.00 Owners’ equity Share capital 169,142,356.00 169,142,356.00 169,142,356.00 169,142,356.00 Capital reserves 39,100,649.00 31,606,598.00 39,872,534.00 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 -102,808,880.00 -80,436,455.00 -98,665,017.00 -80,137,758.00 Different of foreign currency 5,005,752.00 994,876.00 5,874,835.00 2,512,432.00 translation Total of owner’s equity belong to 137,144,668.00 147,616,662.00 142,929,499.00 149,432,915.00 the parent company Minor shareholders’ equity -1,324,486.00 -1,311,595.00 Total of owners’ equity 135,820,182.00 147,616,662.00 141,617,904.00 149,432,915.00 Total of liabilities and owners’ 190,217,436.00 159,036,050.00 195,732,419.00 160,718,101.00 equity 4.2 Profit statement Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. January-March 2011 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I.Total operating income 3,169,625.00 375,059.00 1,924,354.00 182,867.00 Including:Operating income 3,169,625.00 375,059.00 1,924,354.00 182,867.00 Interest income Insurance gained Commission charge and commission income II.Total operating cost 3,213,682.00 687,986.00 3,539,513.00 537,997.00 Including:Operating cost 1,761,091.00 120,656.00 1,625,230.00 -407,845.00 Interest expense Commission chare 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 857.00 Sales expenses 244,011.00 9 深圳中冠纺织印染股份有限公司 2011 年第一季度季度报告全文 Administration 1,695,091.00 1,285,098.00 1,973,276.00 1,560,553.00 expenses Financial expenses -242,500.00 -717,768.00 -303,861.00 -614,711.00 Losses of devaluation of assets Add :Changing income of fair -3,502.00 value Investment income -4,121,163.00 14,230.00 -1,924,817.00 78,084.00 Including:Investment income on affiliate company and joint venture Exchange income III. Operating profit -4,165,220.00 -298,697.00 -3,543,478.00 -277,046.00 Add :Non-operating income 8,466.00 Less:Non-operating expense 60.00 Including :Disposal loss of non-current assets IV. Total profit -4,156,754.00 -298,697.00 -3,543,538.00 -277,046.00 Less:Income tax V. Net profit -4,156,754.00 -298,697.00 -3,543,538.00 -277,046.00 Net profit attributable to -4,143,863.00 -298,697.00 -3,524,663.00 -277,046.00 owner’s equity of parent company Minority shareholders’ gains and -12,891.00 -18,875.00 losses VI. Earnings per share (i)Basic earnings per share -0.02 -0.02 (ii)Diluted earnings per share -0.02 -0.02 VII. Other comprehensive income 0.00 0.00 0.00 0.00 VIII. Total comprehensive income -4,156,754.00 -298,697.00 -3,543,538.00 -277,046.00 Total comprehensive income attributable to the owner of the -4,156,754.00 -298,697.00 -3,543,538.00 -277,046.00 parent company Total comprehensive income 0.00 0.00 0.00 0.00 attributable minority shareholders For the enterprises under the same control consolidated in the report period, the net profit realized by the consolidate before the consolidation is RMB 0.00. 4.3 Cash flow statement Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. January-March 2011 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 2,594,850.00 375,059.00 3,890,104.00 2,308,306.00 goods or rending of services Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank 10 深圳中冠纺织印染股份有限公司 2011 年第一季度季度报告全文 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 171,819.00 171,819.00 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 175,182.00 106,115.00 Other cash received from 293,149.00 395,788.00 414,364.00 111,121.00 business operation Sub-total of cash inflow 2,887,999.00 770,847.00 4,651,469.00 2,697,361.00 Cash paid for purchasing 226,666.00 226,666.00 2,051,814.00 1,051,700.00 of merchandise and services Net increase of client trade and advance Net increase of savings 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 786,000.00 447,063.00 986,618.00 565,612.00 paid for staffs Taxes paid 330,068.00 161,475.00 424,991.00 165,731.00 Other cash paid for 873,583.00 373,982.00 1,827,137.00 1,061,133.00 business activities Sub-total of cash outflow from business 2,216,317.00 1,209,186.00 5,290,560.00 2,844,176.00 activities Cash flow generated by 671,682.00 -438,339.00 -639,091.00 -146,815.00 business operation, net II.Cash flow generated by investing 11 深圳中冠纺织印染股份有限公司 2011 年第一季度季度报告全文 Cash received from investment retrieving Cash received as investment gains Net cash retrieved from disposal of fixed assets, intangible assets, and other 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 Cash paid for construction of fixed assets, intangible assets 32,981.00 96,282.00 56,658.00 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 investment 32,981.00 96,282.00 56,658.00 activities Net cash flow generated -32,981.00 -96,282.00 -56,658.00 by investment III.Cash flow generated by financing Cash received as investment Incl: Cash received as investment from minor shareholders Cash received as loans Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from financing activities Cash to repay debts Cash paid as dividend, profit, or interests Incl: Dividend and profit paid by subsidiaries to minor 12 深圳中冠纺织印染股份有限公司 2011 年第一季度季度报告全文 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 -293,053.00 -1,133.00 -47,028.00 -2,157.00 equivalents V.Net increase of cash and 345,648.00 -439,472.00 -782,401.00 -205,630.00 cash equivalents Add: balance of cash and cash equivalents at the 51,786,613.00 23,577,186.00 56,105,626.00 24,960,502.00 beginning of term VI .Balance of cash and cash 52,132,261.00 23,137,714.00 55,323,225.00 24,754,872.00 equivalents at the end of term 4.4 Auditor’ report Auditor’s opinions: Not audited 13