深圳中冠纺织印染股份有限公司 2011 年第三季度季度报告全文 Shenzhen Victor Onward Textile Industrial Co., Ltd. Quarterly Report for the Third Quarter of 2011(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 2011.9.30 2010.12.31 Increase /decrease(%) Total assets(RMB) 176,810,278.00 195,732,419.00 -9.67% Owner’s equity attributable to shareholders of the listed company 124,581,543.00 142,929,499.00 -12.84% (RMB) Stock capital(shares) 169,142,356.00 169,142,356.00 0.00% Net assets per share attributable to shareholders of the listed company 0.74 0.85 -12.94% (yuan/shares) Increase/decrease in Increase/decrease in the report period the report period January-September July-September 2011 compared with the compared with the 2011 same period of the same period of the last year(%) last year(%) Total turnover(RMB) 2,463,266.00 9.92% 7,992,076.00 6.26% Net profit attributable to shareholders of the listed company -4,036,157.00 -519.13% -12,268,678.00 -292.43% (RMB) Net cash flow arising from operating - - 2,243,234.00 292.60% activities(RMB) Net cash flow per share arising from - - 0.01 0.00% 1 深圳中冠纺织印染股份有限公司 2011 年第三季度季度报告全文 operating activities(yuan/shares) Basic earnings per share -0.02 -300.00% -0.07 -275.00% (yuan/shares) Diluted earnings per share -0.02 -300.00% -0.07 -275.00% (yuan/shares) Weighted average return on equity -3.07% -3.71% -9.31% -13.65% (%) Weighted average Return on net assets after deducting non-recurring -3.08% -3.63% -9.32% -13.57% 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) Gains and losses of non-recurring -529.00 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 14,005.00 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 beside for the 7,358.00 above items Total 20,834.00 - 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 12,014 period Share held by the top ten shareholders with unrestricted conditions Number of Unconditional shares held at Name of the shareholder Type of shares the period-end Union Holding Co., Ltd. 43,141,032 RMB common shares Foreign shares placed in domestic STYLE-SUCCESS LIMITED 24,466,029 exchange Shenzhen Textile (Group)Holdings Co., 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 Wang Rulian 4,358,839 RMB common shares Liuzhou Jiali Real Estate Development Co., Ltd. 2,110,000 RMB common shares Foreign shares placed in domestic BOCI SECURITIES LIMITED 1,940,767 exchange GUOTAI JUNAN SECURITIES(HONGKONG) Foreign shares placed in domestic 1,573,255 LIMITED exchange Foreign shares placed in domestic Shing Ying Chieh 1,550,362 exchange 2 深圳中冠纺织印染股份有限公司 2011 年第三季度季度报告全文 §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 30,2011 December 31,2010 Amount of increased / Proportion increased Decreased Decreased Long term share equity investment 63,702,821 77,199,476 -13,496,655 -17.48% Long term share equity investment decreased by RMB13.49 million and -17.48%, Mainly due to the loss to the earnings of Zhejiang Union Hangzhou Bay Ventures Co., Ltd., an affiliated Company. 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 September 2011,the company earned operating income of RMB 7.99 million on accumulative basis, which Increased by RMB 0.47 million and 6.26% year on year. Net profit is RMB -12.32 million. compare to the data last year same period, which loss increased by RMB 18.62 million and 292.43%. 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 2,243,234 571,375 1,671,859 292.60% Net cash flows from investing activities -101,101 -112,351 11,250 -10.01% Net cash flows from financing activities 0 3,000,000 -3,000,000 -100.00% The influence of change in exchange rate On cash and cash equivalents -1,265,877 -609,156 -656,721 107.81% Net increase of cash and cash equivalents 876,256 -3,150,132 4,026,388 -127.82% ⑴At the end of the report period, net increase in cash and cash equivalents increased by RMB 1.67 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 10,000 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 0.65 million 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 RMB4.02 million year on year. 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 深圳中冠纺织印染股份有限公司 2011 年第三季度季度报告全文 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 In the report period, the key points of company internal control are keep managing regulations and policy of the company, the internal control group has examined the development,progression and information of the internal control for the previous period. At the mean time, the internal control group has straightened out processes of internal control with Certified Public Accountants, Collecting and Sorting indispensable data for hiring internal certified public accountants. □applicable √ not applicable 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 -1,800.00 -- -1,500.00 637.00 Decline -- profit(RMB’0000) Basic earnings per shares -0.11 -- -0.09 0.04 Decline -- (Yuan/share) Due to loss impact of real estate projects of Zhejiang Union Hangzhou Bay Ventures Co., Ltd. account Notes to forenotice of earnings ed for on equity basis ,the accumulative net profit for 2011 is estimated to be about RMB -18 million to RMB -15 million. 3.5 Major events needs to be explained 3.5.1 Investment in securities √applicable □not applicable Unit:RMB Stock Initial Amount held Book values at Percentage of Profit and loss No Stock type Stock code abbreviation investment (shares) the end of total during the report 4 深圳中冠纺织印染股份有限公司 2011 年第三季度季度报告全文 amount(Yuan period(RMB) investment in period(RMB) ) this stock at the end or period(%) Tianli 1 Stock 300156 Environmental 28,900.00 0 0.00 0.00% 4,625.00 Engineering Landocean 2 Stock 300157 28,403.00 0 0.00 0.00% 5,215.00 Energy 3 Stock 002537 Haoli Matal 19,932.00 0 0.00 0.00% 19.00 4 Stock 601558 Sinovel Wnd 0.00 2,000 44,000.00 46.50% -45,000.00 5 Stock 002563 Semir Garment 0.00 1,000 50,620.00 53.50% -16,380.00 Other stock investment held at the end of report term 0.00 - 0.00 0.00% 0.00 Gain/loss of disposed stock investment in the report term - - - - 2,808.00 Total 77,235.00 - 94,620.00 100% -48,713.00 Statement on securities investment: . 3.5.2 Reception of investigations , communications , or interviews Discussion issue and offered Reception Place Mode Object information August 29,2011 Office of board Telephone Investor Inquiry about the Company’s secretary of the Company status Office of board Inquiry about the Company's September 22, 2011 secretary of the Telephone Investor whether the Company has any Company 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, 2011 Unit:RMB Year-end balance Year-beginning balance Items Consolidated Parent company Consolidated Parent company Current asset: Monetary fund 52,662,869.00 22,085,459.00 51,786,613.00 23,577,186.00 Settlement provision Outgoing call loan 5 深圳中冠纺织印染股份有限公司 2011 年第三季度季度报告全文 Trading financial assets 94,620.00 94,620.00 77,235.00 77,235.00 Bill receivable Account receivable 451,650.00 586,576.00 Prepayments 8,313.00 23,225.00 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 6,646.00 Dividend receivable Other account receivable 531,282.00 73,191,877.00 175,951.00 75,638,428.00 Repurchasing of financial assets Inventories 411,684.00 411,684.00 429,613.00 429,612.00 Non-current asset due in 1 year Other current asset Total of current assets 54,160,418.00 95,783,640.00 53,085,859.00 99,722,461.00 Non-current assets: Loans and payment on other’s behalf disbursed Disposable financial asset 512,799.00 874,427.00 Expired investment in possess Long-term receivable Long term share equity 63,702,821.00 37,001,782.00 77,199,476.00 38,613,199.00 investment Property investment 35,468,643.00 5,513,931.00 39,679,004.00 6,019,483.00 Fixed assets 15,911,543.00 13,004,711.00 17,492,132.00 14,313,935.00 Construction in progress Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets 1,924,928.00 1,924,928.00 2,049,023.00 2,049,023.00 R & D petrol Goodwill 5,129,126.00 5,352,498.00 Long-germ expenses to be amortized Differed income tax asset Other non-current asset Total of non-current assets 122,649,860.00 57,445,352.00 142,646,560.00 60,995,640.00 Total of assets 176,810,278.00 153,228,992.00 195,732,419.00 160,718,101.00 Current liabilities 6 深圳中冠纺织印染股份有限公司 2011 年第三季度季度报告全文 Short-term loans Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Bill payable Account payable 3,286,176.00 113,564.00 3,353,297.00 115,281.00 Advance account received 2,717,669.00 1,941,451.00 2,718,175.00 1,939,819.00 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 596,909.00 524,391.00 620,363.00 579,911.00 Tax payable 2,945,761.00 1,714,870.00 2,914,867.00 1,723,217.00 Interest payable Dividend payable Other account payable 29,934,572.00 635,366.00 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 2,682,368.00 1,459,387.00 2,504,404.00 1,185,618.00 Total of current liability 42,163,455.00 6,389,029.00 42,086,051.00 6,194,979.00 Non-current liabilities: Long-term loan 1,198,487.00 1,350,126.00 Bond payable Long-term payable 8,535,957.00 8,907,695.00 Special payable 841,633.00 841,633.00 878,286.00 878,286.00 Expected liabilities Differed income tax liability 855,117.00 4,036,148.00 892,357.00 4,211,921.00 Other non-current liabilities Total of non-current 11,431,194.00 4,877,781.00 12,028,464.00 5,090,207.00 liabilities Total of liability 53,594,649.00 11,266,810.00 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 7 深圳中冠纺织印染股份有限公司 2011 年第三季度季度报告全文 Capital reserves 39,547,397.00 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 -110,933,695.00 -81,399,219.00 -98,665,017.00 -80,137,758.00 Different of foreign currency 120,694.00 -3,696,840.00 5,874,835.00 2,512,432.00 translation Total of owner’s equity belong to 124,581,543.00 141,962,182.00 142,929,499.00 149,432,915.00 the parent company Minor shareholders’ equity -1,365,914.00 -1,311,595.00 Total of owners’ equity 123,215,629.00 141,962,182.00 141,617,904.00 149,432,915.00 Total of liabilities and owners’ 176,810,278.00 153,228,992.00 195,732,419.00 160,718,101.00 equity 4.2 Profit statement of the report period Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. July-September 2011 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I. Total operating income 2,463,266.00 375,543.00 2,240,956.00 389,295.00 Including:Operating income 2,463,266.00 375,543.00 2,240,956.00 389,295.00 Interest income Insurance gained Commission charge and commission income II. Total operating cost 2,759,981.00 661,084.00 2,571,862.00 456,440.00 including:operating cost 1,216,540.00 118,588.00 828,142.00 120,033.00 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 Administration expenses 1,712,590.00 1,103,048.00 1,819,441.00 1,001,525.00 Financial expenses -881,765.00 -1,273,168.00 -226,169.00 -665,118.00 Losses of devaluation of assets 712,616.00 712,616.00 Add:changing income of fair -14,116.00 -14,116.00 13,640.00 value Investment income -3,750,137.00 -136.00 1,248,941.00 45,965.00 Including:Investment income on 8 深圳中冠纺织印染股份有限公司 2011 年第三季度季度报告全文 affiliated company and joint venture Exchange income III.Operating profit -4,060,968.00 -299,793.00 931,675.00 -21,180.00 Add:non-operating income -81.00 190.00 190.00 less:non-operating expense -14.00 -6.00 791.00 -1.00 Including:disposal loss of non-current assets IV. Total profit -4,061,035.00 -299,787.00 931,074.00 -20,989.00 Less:expense of income tax V. Net profit -4,061,035.00 -299,787.00 931,074.00 -20,989.00 Net profit attributable to -4,036,157.00 -299,787.00 962,978.00 -20,989.00 owner’s equity of parent company Minority shareholders’ gains -24,878.00 -31,904.00 and losses VI. Earnings per share (i)basic earnings per share -0.02 0.01 (ii)Diluted earnings per share -0.02 0.01 VII. Other composite income -2,727,468.00 -2,834,412.00 -1,320,527.00 -1,443,228.00 VIII. Total composite income -6,788,503.00 -3,134,199.00 -389,453.00 -1,464,217.00 Total comprehensive income attributable to owners of parent -6,788,503.00 -3,134,199.00 -389,453.00 -1,464,217.00 Company Total comprehensive income attributable to minority shareholders The merging party realized net profit of RMB 0.00 before consolidation under same control in this period. 4.3 Profit statement from Year-begin to period-end Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. January-September 2011 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I. Total operating income 7,992,076.00 1,100,856.00 7,521,544.00 916,884.00 Including:Operating income 7,992,076.00 1,100,856.00 7,521,544.00 916,884.00 Interest income Insurance gained Commission charge and commission income II. Total operating cost 9,773,796.00 2,313,081.00 9,249,256.00 1,491,258.00 including:operating cost 3,547,980.00 358,137.00 3,188,566.00 -172,062.00 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 9 深圳中冠纺织印染股份有限公司 2011 年第三季度季度报告全文 Reinsurance expense Operating tax and extras Sales expenses 527,740.00 Administration expenses 6,028,863.00 3,805,251.00 6,116,880.00 3,707,223.00 Financial expenses -515,663.00 -2,562,923.00 -583,930.00 -2,043,903.00 Losses of devaluation of assets 712,616.00 712,616.00 Add:changing income of fair -62,718.00 -62,718.00 -4,046.00 value Investment income -10,484,864.00 14,005.00 8,028,643.00 152,808.00 Including:Investment income on affiliated company and joint venture Exchange income III.Operating profit -12,329,302.00 -1,260,938.00 6,296,885.00 -421,566.00 Add:non-operating income 8,332.00 190.00 190.00 less:non-operating expense 1,503.00 523.00 1,050.00 198.00 Including:disposal loss of non-current assets IV. Total profit -12,322,473.00 -1,261,461.00 6,296,025.00 -421,574.00 Less:expense of income tax V. Net profit -12,322,473.00 -1,261,461.00 6,296,025.00 -421,574.00 Net profit attributable to -12,268,678.00 -1,261,461.00 6,375,682.00 -421,574.00 owner’s equity of parent company Minority shareholders’ gains -53,795.00 -79,657.00 and losses VI. Earnings per share (i)basic earnings per share -0.07 0.04 (ii)Diluted earnings per share -0.07 0.04 VII. Other composite income -6,115,769.00 -6,209,272.00 -3,356,229.00 -2,899,475.00 VIII. Total composite income -18,438,242.00 -7,470,733.00 2,939,796.00 -3,321,049.00 Total comprehensive income attributable to owners of parent -18,438,242.00 -7,470,733.00 2,927,399.00 -3,321,049.00 Company Total comprehensive income attributable to minority 12,397.00 shareholders The merging party realized net profit of RMB 0.00 before consolidation under same control that occurred from year-begin to end of this period. 4.4 Cash flow statement from Year-begin to period-end Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. January-September 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 8,340,213.00 1,327,674.00 8,673,135.00 3,006,903.00 goods or rending of services Net increase of customer deposits and capital kept for 10 深圳中冠纺织印染股份有限公司 2011 年第三季度季度报告全文 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 387,311.00 387,311.00 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 186,324.00 105,246.00 Other cash received from 650,651.00 1,068,588.00 1,367,117.00 873,610.00 business operation Sub-total of cash inflow 8,990,864.00 2,396,262.00 10,613,887.00 4,373,070.00 Cash paid for purchasing 735,503.00 735,503.00 2,478,077.00 1,478,077.00 of 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 2,310,675.00 1,385,647.00 2,382,223.00 1,388,134.00 for staffs Taxes paid 1,378,168.00 617,434.00 1,473,844.00 640,531.00 Other cash paid for business 2,323,284.00 1,146,480.00 3,708,368.00 1,506,483.00 activities Sub-total of cash outflow 6,747,630.00 3,885,064.00 10,042,512.00 5,013,225.00 from business activities Cash flow generated by 2,243,234.00 -1,488,802.00 571,375.00 -640,155.00 business operation, net 11 深圳中冠纺织印染股份有限公司 2011 年第三季度季度报告全文 II. Cash flow generated by investing Cash received from investment retrieving Cash received as investment 3,348.00 gains Net cash retrieved from disposal of fixed assets, 10,000.00 10,000.00 9,739.00 9,739.00 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 10,000.00 10,000.00 13,087.00 9,739.00 to investment activities Cash paid for construction of fixed assets, intangible 111,101.00 125,438.00 assets 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 111,101.00 125,438.00 due to investment activities Net cash flow generated by -101,101.00 10,000.00 -112,351.00 9,739.00 investment III. Cash flow generated by financing Cash received as investment Incl: Cash received as investment from minor shareholders Cash received as loans Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from financing activities Cash to repay debts 3,000,000.00 Cash paid as dividend, profit, or interests 12 深圳中冠纺织印染股份有限公司 2011 年第三季度季度报告全文 Incl: Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities Sub-total of cash outflow 3,000,000.00 due to financing activities Net cash flow generated by -3,000,000.00 financing IV.Influence of exchange rate alternation on cash and cash -1,265,877.00 -12,925.00 -609,156.00 -64,416.00 equivalents V.Net increase of cash and 876,256.00 -1,491,727.00 -3,150,132.00 -694,832.00 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 52,662,869.00 22,085,459.00 52,955,494.00 24,265,670.00 equivalents at the end of term 4.5 Auditor’s report Auditor’s opinions: Not audited The Board of Directors of Shenzhen Victor Onward Textile Industrial Co., Ltd. October 28, 2011 13