Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015 October 2015 1 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. 1. Important Notes The Board of Directors,the Supervisory Committee, the directors, the supervisors, and executives of the Company guarantee that there are no significant omissions, fictitious or misleading statements carried in the Quarterly Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the Quarterly Report. All of the directors presented the board meeting at which this Quarterly Report was examined. Mr. Chen Lue, The Company leader, Mr. Cui Hongli, Chief financial officer and the Mr.Ren Aping, the person in charge of the accounting department (the person in charge of the accounting )declare: the financial report carried in this report is authentic and completed. 2 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. II. Main financial data and changes of shareholders (I)Main accounting data and financial Index Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not. □ Yes √ No End of the report period End of last year Year-on –year change Gross assets(RMB) 3,797,403,844.03 2,390,121,877.16 58.88% Net assets attributable to the shareholders of the listed 861,745,820.00 761,471,188.44 13.17% company(RMB) Between beginning Change from the Year-on year of the year to the This report period same period last change9%) end of the report year period Operating income(RMB) 835,406,170.68 16.44% 2,916,615,389.84 44.38% Net profit attributable to the shareholders of the listed 77,186,010.32 62.82% 242,528,351.45 85.81% company(RMB) Net profit after deducting of non-recurring gain/loss 77,869,941.81 64.69% 242,952,797.56 86.31% attributable to the shareholders of listed company(RMB) Cash flow generated by business -- -- -327,571,330.51 749.21% operation, net(RMB) Basic earning per 0.46 64.29% 1.43 85.71% share(RMB/Share) Diluted gains per 0.46 64.29% 1.43 85.71% share(RMB/Share)(RMB/Share) Weighted average income/asset 8.69% 28.93% 29.88% 51.06% ratio(%) Items and amount of non-current gains and losses √Applicable □Not applicable In RMB 3 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Amount from beginning of Items the year to the end of the Notes report period Govemment subsidy recognized in current gain and loss(excluding those closely related to the Company’s business 342,246.00 and granted under the state’s policies) Other non-business income and expenditures other than the -908,174.15 above Less:Amount of influence of income tax -141,482.04 Total -424,446.11 -- For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on information disclosure for Companies Offering their Securities to the Public-Non-recurring Gains and Losses and its non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on information Disclosure for Companies offering their securities to the public-non-recurring Gains and losses which have been defined as recurring gains and losses, it is necessary to explain the reason. □ Applicable√ Not applicable None of Non-recurring gain /loss items recognized as recurring gain /loss/items as defined by the information disclosure explanatory Announcement No.1- Non –recurring gain/loss in the report period. 4 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. (II) Total number of shareholders and shareholding of top 10 shareholders by the end of the report period (1) Total number of common shareholders and shareholding of top 10 common shareholders by the end of the report period In shares Total number of shareholders at 11,528 the end of report period Particular about shares held by top ten shareholders Amount of Share tradable Properties of Pledging or freezing proportio Quantity shares with Status of the shareholder Quantity n% Conditional shares held Domestic Non- Union Holdings Co., Ltd. State-owned legal 25.51% 43,141,032 0 person STYLE-SUCCESS Foreign Legal 14.46% 24,466,029 0 LIMITED person Rich Crown Investment Foreign Legal 3.62% 6,114,556 0 Co., Ltd. person Domestic Non- Union Development State-owned legal 3.36% 5,681,089 0 Group Co., Ltd. person Domestic Non- Liuzhou Jiali Real estate State-owned legal 2.13% 3,600,000 0 Development Co., ltd. person Agricultural Bank of China-Changxin Domestic demand growth Other 1.66% 2,809,914 0 Securities Investment Fund Foreign Legal KGI ASIA LIMITED 1.19% 2,016,260 0 person Bank of China- Huatai-PineBridge Flourishing China Stock Other 1.18% 1,996,293 0 Open-end securities investment fund ICBC-South Innovation Other 1.09% 1,839,802 0 Economy Mixed 5 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. securities Investment fund Zeng Ying 1.03% 1,750,000 0 Shareholding of top 10 shareholders of unrestricted shares Quantity of unrestricted shares held at the Share type Name of the shareholder end of the reporting period Share type Quantity Union Holdings Co., Ltd. 43,141,032 RMB Common shares Foreign shares placed in STYLE-SUCCESS LIMITED 24,466,029 domestic exchange Foreign shares placed in Rich Crown Investment Co., Ltd. 6,114,556 domestic exchange Union Development Group Co., 5,681,089 RMB Common shares Ltd. Liuzhou Jiali Real estate 3,600,000 RMB Common shares Development Co., ltd. Agricultural Bank of China- Changxin Domestic demand 2,809,914 RMB Common shares growth Securities Investment Fund Foreign shares placed in KGI ASIA LIMITED 2,016,260 domestic exchange Bank of China- Huatai-PineBridge Flourishing 1,996,293 RMB Common shares China Stock Open-end securities investment fund ICBC-South Innovation Economy Mixed securities 1,839,802 RMB Common shares Investment fund Foreign shares placed in Zeng Ying 1,750,000 domestic exchange Union Development Group Ltd. is the controlling shareholder of the above-mentioned Explanation on associated largest shareholder Shenzhen Union Holdings Ltd. and third shareholder Rich Crown relationship Investment Co., Ltd. The other tradable shareholders neither knew whether there exists among the aforesaid shareholders associated relationship between them. Participation of top 10 Among the shareholders above, Liuzhou Jiali Real estate Development Co., ltd. holds unconditional common share 3,600,000 shares of the Company through stock account with credit transaction and shareholders in securities margin guarantee of Guohai Securities Co., Ltd. trading (if any) Agreed re-purchasing by the Company’s top 10 shareholders of common shares and top 10 shareholders of unconditional common shares in the report period 6 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. □ Yes √ No No agreed re-purchasing is performed by the Company’s shareholders in the report period. (2) Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of the report period □ Applicable√ Not applicable 7 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. III. Significant Events I. Major changes of main accounting statement items and financial indicators in the reporting period, as well as reasons for the changes √ 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. End of term Beginning of term Scale of change Remarks on the change Items Caused by the increase of the note Bills receivable 36,733,636.27 3,175,226.00 1,056.88% receivable adopted with clearing at the current period Mainly caused by the successful progress of the ongoing big project, Account receivable 3,096,090,832.14 1,784,235,686.61 73.52% which brought in creases in project income and no payment has been received during the reporting period Caused by the increase in advance Prepayments 57,972,293.66 34,811,508.11 66.53% payment for engineering project Caused by the increase of cash Other account receivable 209,536,537.00 143,622,679.85 45.89% deposit Mainly caused by the tower crane Fixed assets 37,565,937.18 10,346,069.91 263.09% purchase of the overseas project Long-germ expenses to Mainly caused by the increase of the 27,042,878.35 10,498,658.53 157.58% be amortized overseas guarantee fee Caused by payment amount of house Other non-current asset 6,960,493.07 5,104,235.91 36.37% purchase Caused by the increase of the current Short-term loans 392,657,285.27 225,000,000.00 74.51% bank loan Mainly caused by the superior Bill payable 159,941,731.69 88,862,834.52 79.99% clearing adopted in the method of settlement for the current suppliers Caused by the expansion of the Account payable 1,534,198,224.56 1,048,283,935.01 46.35% Company’s scale. Caused by the expansion of the Tax payable 317,638,230.74 157,790,765.34 101.30% Company Caused by the increase in business Other account payable 455,286,895.18 32,683,538.73 1,293.02% unit’s inter-bank lending 8 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Caused by the increase of the Long-term loan 19,779,949.05 100.00% long-term bank loan 2. Analysis of the reason for big change of the items of profit statement The beginning of the year Same period of the Scale of change Remarks on the change Items to end of the report period previous year Caused by the expansion of the Business income 2,916,615,389.84 2,020,135,677.89 44.38% Company’s business scale Caused by the expansion of the Company’s business scale, which Business cost 2,344,122,874.48 1,666,771,847.04 40.64% brought in increases in operation income. Mainly caused by the decrease of Sales expense 10,539,011.91 16,460,789.92 -35.98% marketing staff Administrative Caused by the expansion of the 107,924,317.65 46,286,727.96 133.16% expense Company’s business scale Caused by the increase in the short-term borrowing and the long-term borrowing of the Financial expenses 24,205,661.13 11,859,349.14 104.11% Company, and the increase in amortization of overseas guarantee fee Asset impairment Caused by in the increase of the 48,824,874.34 35,036,914.99 39.35% loss Company’s bad-debt provision 3.Analysis of the reason for big change of the items of cash flow statement of the Company. The beginning of the Scale of change Remarks on the change Same period of the Items year to end of the report previous year period Mainly caused by the short credit Net Cash flow generated -327,571,330.51 -38,573,821.92 749.21% payment term of the suppliers for by business operation overseas project Net cash flow generated Caused by the purchase of the -35,910,259.45 -22,717,808.73 58.07% by investment current overseas project equipment Net cash flow generated Caused by the increase of the 235,414,152.87 60,517,730.20 289.00% by financing current bank loan II. The progress of significant events and influence, as well as the analysis and explanation on resolving proposal √ Applicable □ Not applicable 9 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. 1. Partial Factories of the Company Levied by the Government. “The Announcement on a part of Shenzhen Victor Onward Textile Industrial Co., Ltd. Factory Buildings Collected by the Government”, the Management Committee of Shenzhen Dapeng District released “The Decision Announcement on the Management Committee of Shenzhen Dapeng New District Collecting Houses” which says, the committee decided to collect the related housing estates located in Kuixin community for the need to build a people’s hospital in Dapeng new district. The housing estates which would be collected this time include Kuichong Company’s part of the buildings which haven’t got estate right certificate, and the area of these buildings is 18,000 square meters. The matters mentioned above were announced in Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. on June 24, 2014, the Announcement No.: 2014-0673. No compensation scheme or arrangement for this item has been issued yet. 2.Reorganization of the Comapny’s Significant Asset. On June 16, 2014, the Company started the arrangement for significant asset reorganization. By means of significant asset replacement and issue shares to buy asset and raise matching funds and related transactions, the Company utilized the original total assets and liabilities as place-out asset, replacing asset with partial equivalence of Sino Great Wall International Engineering Co., Ltd.’s shares held by all shareholders, of which the differential section would be issued to all shareholders of Sino Great Wall International Engineering Co., Ltd. to buy by listed company. Meanwhile, the matching funds of issue shares to Chen Lue and Hui Tong No.2 for raising the reorganization was RMB 255 million. At present, significant asset replacement and issue shares to buy asset and raise matching funds and related transactions have been partially completed, of which the partial asset delivery and share registration have been fully completed. As for the part of raising matching funds and issuing shares are being carried out actively.For relevant matters, please refer to “The Announcement on the Reorganization and Suspension of Major Assets in Shenzhen Victor Onward Textile Industrial Co., Ltd ”, “The Announcement on the Progress of Major Assets’ Reorganization in Shenzhen Victor Onward Textile Industrial Co., Ltd ”, “The Announcement on the Application for Continuous Suspension of Major Assets after the Expiration of Last Suspension in Shenzhen Victor Onward Textile Industrial Co., Ltd”, “The Proposal of the Major Assets’ Reorganization and issued shares to buy assets and raise matching funds in Shenzhen Victor Onward Textile Industrial Co., Ltd ”,“The Proposal of the Major Assets’ Reorganization and i ssued shares to buy assets and raise matching funds in Shenzhen Victor Onward Textile Industrial Co., Ltd ”“Th e Proposal of the Major Assets’ Reorganization and issued shares to buy assets and raise matching funds in Shen zhen Victor Onward Textile Industrial Co., Ltd.” ( draft ) ”,“The Announcement of CSRC’s Administrative Permissive Application and Acceptance of Shenzhen Victor Onward Textile Industrial Co., Ltd. on Significant Asset Replacement And Issuing Shares to Buy Assets And The Related Transaction And Raising Matching Funds”, “The Announcement of Resolutions of the First provisional shareholders' general meeting of Shenzhen Victor Onward Textile Industrial Co., Ltd.” “The Announcement of The Scenario of East Asia Co.,Ltd on Changing Significant Asset Replacement And 10 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Issuing Shares to Buy Assets And Raising Matching Funds”, “The Reply of Shenzhen Victor Onward Textile Industrial Co., Ltd. on A Feedback Notice(No.150551) of CSRC’s Administrative Permissive Projects Audits”, “The Announcement of Shenzhen Victor Onward Textile Industrial Co., Ltd. on Significant Asset Replacement And Issuing Shares to Buy Assets And The Related Transaction And Raising Matching Funds conditionally passing the audits of The Merger And Reorganization Audit Committee for Listed Companies of CRSC And The Resumption of Trade for The Corporate Stock”, “The Announcement of Shenzhen Victor Onward Textile Industrial Co., Ltd. on Significant Asset Replacement And Issuing Shares to Buy Assets And The Related Transaction approved by CRSC”, “The Revised Announcement of The Report of Shenzhen Victor Onward Textile Industrial Co., Ltd. on Significant Asset Replacement And Issuing Shares to Buy Assets And The Related Transaction And Raising Matching Funds”,“The Announcement of The Delivered Transfer with Placing Asset of Shenzhen Victor Onward Textile Industrial Co., Ltd. on Significant Asset Replacement And Issuing Shares to Buy Assets And The Related Transaction And Raising Matching Funds”, “The Announcement of The Delivered Transfer with Placing Asset of Shenzhen Victor Onward Textile Industrial Co., Ltd. on Significant Asset Replacement And Issuing Shares to set out Assets And The Related Transaction And Raising Matching Funds”and “Newly Added Share Changes and Listing Announcement of Shenzhen Victor Onward Textile Industrial Co., Ltd.”. which were released in Securities Times,Hong Kong Commercial Daily and www.cninfo.com.cn on June 16, 2014, June 23,2014, June 30, 2014, July7, 2014, July 14, 2014, July 21,2014, July 28, 2014, August 4, 2014, August 11, 2014, August 15, 2014, August 22, 2014,August 29, 2014, September 5,2014, September 12, 2014, September 19, 2014, September 26, 2014, October 10, 2014, October 15, 2014, November 14, 2014, December 15, 2014, January 14, 2015, February 13, 2015, March 27, 2015, April 25, 2015, May 12, 2015, May 28, 2015, June 4, 2015, June 26, 2015, July 28, 2015 , August 4,2015, September 24,2015 and October 13,2015 . The above asset reorganizations and related work have been underway. After this asset reorganization, textile printing and dyeing, the company’s main business, has been changed into engineering design and construction ,which apparently increased the profitability. Description of the website for disclosing provisional Overview of material matters Date of disclosing announcements The Announcement on the Reorganization and Suspension of Announcement No. 2014-0665,Securities Times,Hong Kong June 16,2014 Major Assets in Shenzhen Victor Commercial Daily and www.cninfo.com.cn Onward Textile Industrial Co., Ltd On October 13,2014 , The 18th (Provisional) Meeting of the Seventh The Proposal of The Report of Shenzhen Victor Onward Board of Directors adopted the Textile Industrial Co., Ltd. on Significant Asset Replacement Proposal of The Report of Shenzhen And Issuing Shares to Buy Assets And The Related Victor Onward Textile Industrial Co., October 15,2014 Transaction And Raising Matching Funds on Ltd. on Significant Asset Replacement Announcement .No. 2015-0686,Securities Times,Hong Kong And Issuing Shares to Buy Assets And Commercial Daily and www.cninfo.com.cn The Related Transaction And Raising Matching Funds The Major Assets’ Reorganization and The Major Assets’ Reorganization and issued shares to buy a issued shares to buy assets and raise February 13,2015 ssets and raise matching funds in Shenzhen Victor Onward matching funds in Shenzhen Victor O Textile Industrial Co., Ltd.(draft)and Summary . Securities 11 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. nward Textile Industrial Co., Ltd. Times,Hong Kong Commercial Daily and (draft) www.cninfo.com.cn The Announcement of the Major Assets’ Reorganization an d issued shares to buy assets and raise matching funds by the China Announcement No. 2015-06108,Securities Times,Hong March 27,2015 Securities Regulatory Commission ad Kong Commercial Daily and www.cninfo.com.cn. ministrative license application accepta nce in Shenzhen Victor Onward Textile Industrial Co., Ltd The Announcement of Shenzhen Victor Onward Textile Industrial Co., Ltd. on Significant Asset Replacement Announcement No. 2015-06129,Securities Times,Hong July 28,2015 And Issuing Shares to Buy Assets And Kong Commercial Daily and www.cninfo.com.cn. The Related Transaction approved by CRSC” The Revised Announcement of The Report of Shenzhen Victor Onward Textile Industrial Co., Ltd. on Announcement No. 2015-06130,Securities Times,Hong Significant Asset Replacement And July 28,2015 Kong Commercial Daily and www.cninfo.com.cn. Issuing Shares to Buy Assets And The Related Transaction And Raising Matching Funds. The Announcement of The Delivered Transfer with Placing Asset of Shenzhen Victor Onward Textile Industrial Co., Ltd. on Significant Announcement No. 2015-06131,Securities Times,Hong August 4,2015 Asset Replacement And Issuing Shares Kong Commercial Daily and www.cninfo.com.cn. to Buy Assets And The Related Transaction And Raising Matching Funds. The Newly Added Share Changes and Listing Announcement of Shenzhen Announcement No. 2015-06137,Securities Times,Hong October 13,2015 Victor Onward Textile Industrial Co., Kong Commercial Daily and www.cninfo.com.cn. Ltd. III.The commitments of the Company and its shareholders hold over 5% of the Company’s total shares in the report year of extending to the report year from previous year. √ Applicable □ Not applicable Commitment Commitment Contents Time of Perio Fulfill 12 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. maker making d of ment commitme comm nt itmen t Commitment on share No No No No reform No No No No Commitment in the acquisition report or the No No No No report on equity changes Shares acquired by purchases of assets through issuing shares: “I will not transfer the new shares of Victor Onward Holdings acquired through this restructuring, including but not limited to the public transfer through the stock market or by agreement, and I will not entrust anybody else to manage my shares of Victor Onward Holdings, within 36 months from the date new shares list and before the date I’ve carried out my obligations of performance compensation under this restructuring(subject to whatever is early, hereinafter referred to as “lock-up periods”). If the closing price of shares of Victor Onward Holdings were lower than this issue price for 36 Strict Commitment made upon Chen Lue, He March 20 continuous trading days in 6 months after mont perfor the assets replacement Feiyan 19,2015 the restructuring transaction has been hs ming completed, or the final closing price were lower than this issue price 6 months after the transaction has been completed, the lock-up periods of my shares of Victor Onward Holdings are automatically prolonged for 6 months. (The above-mentioned issue price will be calculated according to the price after the adjustment of ex-dividend, etc. if ex-dividend behaviors of the company, including distribution of dividends, giving bonus, conversion of share capital, rationing shares, and etc., were happened during the above-mentioned periods. If the restructuring transaction were 13 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. investigated by judicial authorities or China Securities Regulatory Commission due to false record, misleading statement or major omission of the information provided or disclosed, I will not transfer my shares of the company before the conclusion of the case has been made clear. After the above-mentioned lock-up periods, I will sell or transfer the new shares of the company acquired from this restructuring following relevant regulations of China Securities Regulatory commission and Shenzhen Stock Exchange. Shares acquired by matching funds raised: “I will not transfer the new shares of Victor Onward Holdings acquired through this issuing by any way, including but not limited Strict 36 to the public transfer through the stock market March perfo Chen Lue mont or by agreement, within 36 months from the 19,2015 rmin hs g date new shares list. If regulation rules or regulators have longer requirements for lock-up periods, it should be executed accordingly. Up to the issue day of the letter, I and other corporations controlled by me haven’t possessed funds of Sino Great Wall; After the transaction is completed, I and other companies controlled by me (if any), except for listed companies and their holding subsidiaries, will not possess the funds of listed companies or Sino Great Wall by any way, including cash in advance, other Strict September Long- Chen Lue expenses, direct or indirect loans, assumption, perfor 19,2015 term etc. and try our best to avoid fund intercourse ming with listed companies or Sino Great Wall, which has nothing to do with normal operations. If Sino Great Wall got penalized by government administration departments due to the money lending which was happened before the transaction, I will bear the total compensation for the company’s loss resulting from it by cash in order to guarantee 14 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Sino Great Wall won’t suffer any loss. Meanwhile, I will actively urge Sino Great Wall to establish complete inner control system and funds management system within lawful authority. In view of the fact that the houses rented by Sino Great Wall and it’s son subsidiaries, subsidiaries, haven’t rental registration, I promise, if Sino Great Wall and its son Strict March Long- Chen Lue subsidiaries, subsidiaries, were penalized by perfor 19,2015 term real estate management department or ming suffered other losses resulting from it, I agree to compensate the loss of the company by cash. During the reporting period, the project which Sino Great Wall is involved in is the decoration engineering construction project of Libo Grand Hotel (hereinafter referred to as “Libo project”) which the company contracted before the bidding process. Sino Great Wall is not involved in any other projects except for Libo project before bidding process. As to the violating issues existed in the Libo project, I Strict promise as follows: if Sino Great Wall got March Long- Chen Lue perfor penalized by government administration 19,2015 term ming departments or suffered any economic loss resulted from it, I will compensate the company by cash; Meanwhile, I, within lawful authority, will also promise to urge the company to undertake related construction projects legally so as to avoid violating issues happened before implementation of bidding process, i.e., at the time for construction again. “1. Up to October 13th,2014, the related expenses of the litigation and arbitration Strict cases, including the actual price, March Long- Chen Lue perfor compensation, penalty, ligation costs, etc. 19,2015 term ming which the parent-subsidiary companies of Sino Great Wall needs to pay caused by the 15 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. final results of ligation and arbitration cases, exceed the amount of liabilities which recognized in the “Audit Report” made for Sino Great Wall by Ruihua CPA (Special Ordinary Partnership) on the basis of the audit base day of July 31st, 2014, I promise to bear the balance by cash unconditionally so as to guarantee the parent-subsidiaries of Sino Great Wall won’t suffer any loss. 2. This commitment letter is irrevocable. ” 1. On condition that ownership defect exists in the lease of house property of parent-subsidiary companies of Sino Great Wall and its subsidiary corporation, which resulted in inability for parent-subsidiary companies of Sino Great Wall and its subsidiary corporation to continue leasing this house property but having to relocate, or parent-subsidiary companies of Sino Great Wall and its subsidiary corporation can’t timely find suitable workplace for lawful operation in related area, I will undertake to compensate by cash for parent-subsidiary Strict companies of Sino Great Wall’s losses which March Long- Chen Lue perfor are caused by operation and finance due to the 19,2015 term ming above-mentioned matters. 2. I undertake to unconditionally bear the relevant fines by cash for parent-subsidiary companies of Sino Great Wall on condition that the rental house property of parent-subsidiary companies of Sino Great Wall and its subsidiary corporation is in absence of handling procedures for filing house leasing ,which resulted in that parent-subsidiary companies of Sino Great Wall and its subsidiary corporation are fined by property administrative department. 3.The commitment letter is irrevocable. “In condition that parent-subsidiary Strict March Long- Chen Lue companies of Sino Great Wall or its son perfor 19,2015 term subsidiary haven’t paid social security or ming 16 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. housing fund for staff according to law, which resulted in any losses to Sino Great Wall , including the competent authorities’ requirement for Sino Great Wall or its subsidiary to make supplementary payment, to be punished and resourced, I will bear by full-amount cash for the fee of supplemental payment and the expense and fee for being punished or resourced, which is to guarantee Sino Great Wall and its subsidiary to avoid suffering from any loss ” “At present, Suzhou Lvbang has possessed one state-own land use right, of which the land certificate is Suzhou Guo Yong(2014) No.Y2014086”, locates in Danan Village, Dadian Town, Yongqiao District, Suzhou City with 32,966 square meters of area and the purpose for industry. Suzhou Lvbang possesses its own factory with 9,843.87 square meters of area above-mentioned, which is the building reserved on the former selling land. Suzhou Lvbang is carrying out refurnishing and reconstruction for this factory and has acquired “License of Construction Land Planning ”with No.2014-08-001 approved and issued by Yongqiao District, Suzhou City’s housing and Strict March Long- Chen Lue rural construction bureau, of which other perfor 19,2015 term examination and approval procedures of ming construction are in the process of handling “I undertake to actively supervise and urge Suzhou Lvbang on handling procedures of the approval process involved with factor refurnishing and reconstruction, and which is suffered from administrative punishment by relevant competent authorities in reason of claiming certificate of title, or in which any dispute or controversy exist in construction and ownership, which shall be my responsibility to carry out solution, and I undertake to compensate by cash for Suzhou Lvbang’s losses which are due to this matter, guaranteeing no losses occur to Sino Great Wall and Suzhou Lvbang for this matter. 17 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. ” “According to the “Agreement of Significant Asset Replacement and Issue of Share to Buy Asset”(hereinafter referred to as “Agreement”) signed among Victor Onward Holdings, all shareholders of Sino Great Wall and Union Development Group Co., Ltd (hereinafter referred to as“ Union Group”) on October 13, 2014, all the creditor’s rights and liabilities related to place-out asset before the delivery date of Victor Onward Holdings shall be Union Group’s responsibility to carry out solution; After the asset delivery date, if any losses occur to Victor Onward Holdings in reason of the liability transfer of asset Strict delivery, personnel placement, unsettled March Long- Chen Lue perfor dispute or controversy and other 19,2015 term ming compensation related to place-out asset, payment obligation and punishment, Union Group or the specified third party shall sufficiently compensate all losses for Victor Onward Holdings for the above matters. I undertake, if Union Group and the specified third party refuse to compensate the losses caused by the above mentioned matters for Victor Onward Holdings according to the“ Agreement”, I will compensate by cash for the Victor Onward Company within 5 working day in advance. Meanwhile, I will reserve the resource rights for Union Group and the specified third party. According to“ Agreement of Shenzhen Victor Onward Textile Industrial Co., Ltd., Chen Lue and He Feiyan Concerning on Performance Compensation” and its supplemental agreement , Chen Lue’s promised Sino Great Strict Chen Lue, He Wall that the net profit deducted by May 11, Long- perfor Feiyan incidental losses and attributable to the parent 2015 term ming companies’ owners after audition of 2015, 2016 and 2017 shall be respectively more than RMB 345.8 million, RMB 438.5 million and RMB 538.2 million. If the net profit of Sino Great Wall is less than the promised net profit 18 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. mentioned above , Chen Lue and He Feiyan will compensate for listed company in accordance with “Performance Compensation Agreement” and its supplemental agreement. 1. This reorganization is planned to place in asset. At present, complete separation has existed between me or other enterprises under my possession (if any) and the listed company in staff, asset, finance, institution and business of Sino Great Wall. Independence exists in both staff, asset, finance, institution and business and no confusion exists. 2. I undertake, after this reorganization, to Chen Lue; He ensure the continued complete separation Feiyan, Wuxi between me or other enterprises under my Hengtai Jiuding possession(if any) and the listed company in Assets staff, asset, finance, institution and business, Management sustaining the independence in the listed Centre company’s staff, asset, finance, institution and (LP);Yantai business, as follows: Zhaoxuan (1).The Ensurance of Independence for Listed Yuantai Jiuding Company’s Personnel Venture Ensure that the general manager, the Strict Investment September Long- vice-general manger, the chief financial perfor Centre 30,2015 term officer, the board secretary and the senior ming (LP);Suzhou executives of the Company only accept salary Taiyao in listed company, including no holding of any Zhongshan post except director and supervisor in my Jiuding enterprise or other enterprises under my Investment possession. Centre 2.Ensure the complete independence exists (LP);Jiaxing among the listed company’s labor, personnel, Jiahe Jiuding and salary management and me. Investment Centre(LP) 3. The director, supervisor, general manager and other senior executives recommended by me have all been through the legal procedures, and I will not intervene the company’s board and the shareholder’s decision for appointing and dismissing personnel by exercising official power. (2)The Ensurance of the Asset Independence of Listed Company 1.Ensure that the listed company possesses 19 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. business system related to operation and the relevant completely-independent asset. 2.Ensure that no occupation of mine exists in capitals and assets of the listed company. 3.The Ensurance of the Financial Independence of Listed Company 1.Ensure that the independent finance department and the independent financial calculating system set up by the listed company, which possess normative and independent financial and accounting rules. 2. Ensure that the listed company independently opens a bank account, not sharing the same bank account with me. 3.Ensure that the financial staff of the listed company holds no part-time post in my enterprise and other enterprises under my possession. 4. Ensure that the listed company pays taxes according to law. 5. Ensure that the listed company makes the financial decision-making independently, I will not intervene the utilization of the listed company’s capital. (4)The Ensurance of the Institutional Independence of Listed Company 1.Ensure that the listed company sets up perfect governance structure for the share company’s legal person, which possesses independent and complete institutional framework 2.Ensure that the shareholder’s meeting, the board of director, the independent director, the supervisor and the general managers exercise official powers according to laws, regulations and articles of incorporation (5)The Ensurance of the Business Independence of Listed Company 1. Ensure that the listed company possesses the asset, staff, qualification and ability for independently holding business activities, which possesses the independent, autonomous and sustain operation ability catering to the 20 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. market. 2. Ensure that I will not intervene the listed company’s business activities except exercising shareholder’s rights. 3.Ensure that I or other enterprises under my possession will avoid working on the listed company’s main business which possesses substantial competition. 4. Ensure to reduce the related transaction between me and the listed company or between other enterprises under my possession and the listed company as much as possible; When confirming necessary but unavoidable related transaction, I will ensure the fair operation according to the principle of market culture and the fair price, and fulfill the transaction procedures and the obligation of disclosing information according to relevant laws and regulations and normative document. Wuxi Hengtai Jiuding Assets Management “Once I or our unit acquire the newly-added Centre(LP); share of Victor Onward Company through Yantai Zhaoxuan this transaction, no transfers will occur in any Yuantai Jiuding way within 12 months from the listing date, Venture including but not limited to public transfer by Investment securities market or transfer by agreement, Centre 12 Strict and no entrusting for others to manage my March (LP);Suzhou mont perfor holding share of Victor Onward Holdings . 19,2015 Tianyao hs ming Once the above-mentioned lockup period Zhongshan expires, I will implement the selling or Jiuding transferring of the newly-added share of Investment Victor Onward Holdings according to the Centre(LP); relevant provision of CSRC and SZSE. Jiaxing Jiahe Jiuding Investment Centre(LP) Chen Lue; He “1.Before this reorganization, the fairness and Strict Feiyan,Wuxi reasonableness of pricing and the legitimacy March Long- perfor Hengtai Jiuding and effectiveness of decision-making 19,2015 term ming Assets procedure exist in the transaction(if any) 21 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Management between me or the enterprise under my Centre(LP); possession(if any) and Sino Great Wall which Yantai Zhaoxuan is planned to place asset in, no related Yuantai Jiuding transaction with obvious unfairness exists ; Venture 2.After this reorganization, I or the enterprise Investment under my possession will avoid and reduce the Centre related transaction with listed company as (LP);Suzhou much as possible. As for any unavoidable or Tianyao reasonable related transaction, I or the Zhongshan enterprise under my possession will sign the Jiuding agreement according to laws and fulfill the Investment lawful procedure, and fulfill relevant approval Centre(LP); procedure for internal decision-making and Jiaxing Jiahe timely fulfill the obligation of disclosing Jiuding information according to law, following Investment relevant laws, regulations, other normative Centre(LP) documents and articles of listed company, which is to guarantee the fairness and reasonableness in related transaction pricing, to guarantee the fairness of transaction condition and to guarantee not to utilize the related transaction to illegally transfer the capital and profit of listed company, and not to utilize this transaction to engage in any behaviors which will cause any losses to listed company or other shareholder’s legitimate rights. Once I violate the above promises and cause losses to the listed company, I will compensate the listed company for the losses caused by the this matter. During the assets reorganization, the house property and land without property certificate in the disposed assets within the plant area of Kuixin Community of Kuichong Street of Longgang District and the expected compensations, as well as the expected Union Strict compensations concerning to the regaining of March Long- Development perfor plots planned as schools within the right of 19,2015 term Group Co., Ltd. ming land use of Nanyou Industrial Park of Nanshan District have not been recorded in the assessment. Therefore, Union Group promises that after the reorganization, if Union or a third party appointed by Union receives compensations or incomes related to 22 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. above-mentioned disposed assets which are house property and land without property certificate as well as regaining of plots planned as schools, Union will return the benefits to Victor Onward Holdings, in 10 working days since the collection. The actual costs and fees during the possession of the house property and land and the paid as well as the unpaid but necessary costs and fees for the reception of the above-mentioned benefits for Union Group or its third party will be deducted from the income. The specific benefits and payable costs and fees should be confirmed jointly by Union Group and Victor Onward Holdings based on the actual situations. (Notes:On June 25, 2015,All shareholders of Victor Onward Holdings, Union Group and Sino Great Wall Signed supplementary agreement, and specified that the land and houses without ownership certificate of Victor Onward Holdings located at the factory area of Kuixin community of Kuichong street office of Longgang district (the land area is about 50,000 square meters, the built-up area of houses is about 25,000 square meters, among them about 18,000 square meters of buildings at built-up area are within the plan of removal and collection of government,hereinafter referred as “undocumented property) still belongs to Victor Onward Holdings. And the benefits and risks of the real estate without certificate are enjoyed and assumed by Victor Onward Holdings. According to the Term 5.5.3 of Agreement on Major Asset Replacement and Asset Purchase Through Issuing Shares (hereinafter referred Union Strict to as Agreement) signed on October 13, 2014 March Long- Development perfor 19,2015 term Group Co., Ltd. by the company and all shareholders of Victor ming Onward Co. Ltd.. and Sino Great Wall, Victor Onward Holdings should obtain the letter of approval concerning the transferred debts of 23 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. the disposed assets from the creditor (including the guarantee, similarly hereinafter) before the date of assets delivery. In the situation of debts on Victor Onward Holdings due to the absence of creditor’s consent, the company or the third party appointed by the company is in charge of paying off debts or reaching agreement on the solution with the creditor. When there are losses caused by improper solutions of the company or the third party appointed by the company, the company or the third party appointed by the company will fully compensate for the caused losses of Victor Onward Holdings in 5 working days after receiving the notice. According to the Term 5.5.4 of Agreement, after the date of assets delivery, any compensations, obligations of payment and penalties caused by disposed assets as well as unsettled disputes in Victor Onward Holdings will be undertaken and solved by the company or the third party appointed by the company, and Victor Onward Holdings assumes no responsibility. When there are losses caused by it, the company or the third party appointed by the company will fully compensate for the caused losses of Victor Onward Holdings in 5 working days after receiving the notice. According to the Term 5.6.1 of Agreement and based on the principle of “staff arrangement according to the assets”, the labor relations, social insurance relations including pension, medical treatment, unemployment, working injury and maternity, and other liable welfare and salary of all the staff in Victor Onward Holdings. (including but not limited to on-post 24 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. employees, employees awaiting job assignments, retired employees, retained employees with suspend salary, transferred employees, and temporary employees, etc) will be transferred to the company or the third party appointed by the company. Compensations or related matters (if any) due to the termination of labor relationship in advance with Victor Onward Holdings, the company or the third party appointed by the company will be in charge of the payment. The company promises that for the losses caused by matters such as the above-mentioned debt transfers of disposed assets, personnel arrangement, unsettled disputes, potential debts, payment obligations and penalties, the company or the third party appointed by the company will fully compensate for the losses of Victor Onward Holdings due to the above-mentioned matters based on the Agreement in cash. Commitments made upon No No No No No issuance Other commitments made No No No No No to minority shareholders Executed timely or not? Yes IV.Prediction of Business performance for 2015 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason. V. Securities investment □ Applicable √ Not applicable There is no securities investment during the report period. VI. Equity interests held in other listed companies □ Applicable √Not applicable The Company did not hold any equity interests in other listed companies as at the end of the reporting period. 25 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. VII. Derivative investment □ Applicable √ Not applicable There is no derivative investment during the report period. VIII. The registration form of acceptance of investigation, communication and interview in the report period for future reference √Applicable □ Not applicable The Period has no research, communication and written inquiry from the investors in the report period. Content of discussion and Date Place Mode Type Visitor materials provided After this asset reorganization, textile printing and dyeing, the company’s main Industrial The business, has been July 15,2015 Field research Institution Securities Co., Company changed into engineering Ltd. design and construction ,which apparently increased the profitability. After this asset reorganization, textile printing and dyeing, the company’s main China Galaxy The business, has been July 21,2015 Field research Institution Securities Co., Company changed into engineering Ltd. design and construction ,which apparently increased the profitability. 26 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. IV. Financial statement 1. Financial statement 1.Consolidated Balance sheet Prepared by: Shenzhen Victor Onward Textile Industrial Co., Ltd. September 30,2015 In RMB Items Year-end balance Year-beginning balance Current asset: Monetary fund 202,703,006.69 290,949,160.76 Settlement provision Outgoing call loan Financial assets measured at fair value with variations accounted into 1,092,342.14 1,060,407.78 current income account Derivative financial assets Bill receivable 36,733,636.27 3,175,226.00 Account receivable 3,096,090,832.14 1,784,235,686.61 Prepayments 57,972,293.66 34,811,508.11 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Dividend receivable Other account receivable 209,536,537.00 143,622,679.85 Repurchasing of financial assets Inventories 40,907,466.98 34,960,199.93 Assets held for sales Non-current asset due in 1 year Other current asset 1,541,206.01 Total of current assets 3,645,036,114.88 2,294,356,075.05 Non-current assets: 27 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Loans and payment on other’s behalf disbursed Disposable financial asset Expired investment in possess Long-term receivable Long term share equity investment Property investment Fixed assets 37,565,937.18 10,346,069.91 Construction in progress 9,354,972.37 11,856,578.49 Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets 9,546,526.64 8,269,556.32 R & D petrol Goodwill Long-germ expenses to be amortized 27,042,878.35 10,498,658.53 Differed income tax asset 61,896,921.54 49,690,702.95 Other non-current asset 6,960,493.07 5,104,235.91 Total of non-current assets 152,367,729.15 95,765,802.11 Total of assets 3,797,403,844.03 2,390,121,877.16 Current liabilities Short-term loans 392,657,285.27 225,000,000.00 Loan from Central Bank Deposit received and hold for others Call loan received Financial liabilities measured at fair value with variations accounted into current income account Derivative financial liabilities Bill payable 159,941,731.69 88,862,834.52 Account payable 1,534,198,224.56 1,048,283,935.01 Advance payment 33,537,921.70 55,401,092.63 Selling of repurchased financial assets 28 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Fees and commissions receivable Employees’ wage payable 12,620,476.52 9,992,309.43 Tax payable 317,638,230.74 157,790,765.34 Interest payable 621,111.11 Dividend payable Other account payable 455,286,895.18 32,683,538.73 Non-current liability due in 1 year Other current liability 10,000,000.00 10,000,000.00 Total of current liability 2,915,880,765.66 1,628,635,586.77 Non-current liabilities: Long-term loan 19,779,949.05 Bond payable Long-term payable Long-term payable employees’s remuneration Special payable Expected liabilities Differed income Differed income tax liability 15,101.95 15,101.95 Other non-current liabilities Total non-current liabilities 19,795,051.00 15,101.95 Total of liability 2,935,675,816.66 1,628,650,688.72 Owners’ equity Share capital 117,239,550.25 70,136,099.00 Other equity instrument Capital reserves -2,551,673.16 176,467,549.00 Less:Shares in stock Other comprehensive income 18,781.82 -85.60 Special reserves 11,456,383.70 21,813,200.10 Surplus reserves 49,347,406.23 49,347,406.23 Common risk provision Undistributed profit 686,235,371.16 443,707,019.71 Total of owner’s equity belong to the 861,745,820.00 761,471,188.44 parent company Minority shareholders’ equity -17,792.63 29 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Total of owners’ equity 861,728,027.37 761,471,188.44 Total of liabilities and owners’ equity 3,797,403,844.03 2,390,121,877.16 Legal representative :Chen Lue Person-in-charge of the accounting work:Cui Hongli Person-in -charge of the accounting organ:Ren Aping 2.Parent Company Balance Sheet In RMB Items At the end of term Beginning of term Current asset: Monetary fund 8,150.41 23,480,977.11 Financial assets measured at fair value with variations accounted into current income account Derivative financial assets Bill receivable Account receivable Prepayments Interest receivable Dividend receivable Other account receivable 81,098,214.84 Inventories Assets held for sales Non-current asset due in 1 year Other current asset Total of current assets 8,150.41 104,579,191.95 Non-current assets: Disposable financial asset Expired investment in possess Long-term receivable Long term share equity investment 3,079,451,536.66 36,788,952.97 Property investment 7,738,085.22 Fixed assets 818,770.23 30 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Construction in progress Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets 1,780,153.13 R & D petrol Goodwill Long-germ expenses to be amortized Differed income tax asset Other non-current asset Total of non-current assets 3,079,451,536.66 47,125,961.55 Total of assets 3,079,459,687.07 151,705,153.50 Current liabilities Short-term loans Financial liabilities measured at fair value with variations accounted into current income account Derivative financial liabilities Bill payable Account payable 113,336.51 Advance payment 302,539.92 Employees’ wage payable 627,180.69 Tax payable 131,915,770.91 844,599.62 Interest payable Dividend payable Other account payable 260,000.00 16,235,868.11 Liabilities held for sales Non-current liability due in 1 year Other current liability 2,069,249.00 Total of current liability 132,175,770.91 20,192,773.85 Non-current liabilities: Long-term loan Bond payable Long-term payable 31 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Employees’ wage Long-term payable Special payable Expected liabilities Differed income 836,792.38 Differed income tax liability 4,180,138.12 Other non-current liabilities Total of Non-current liabilities 5,016,930.50 Total of liability 132,175,770.91 25,209,704.35 Owners’ equity Share capital 420,991,949.00 169,142,356.00 Other equity instrument Capital reserves 2,257,997,084.77 31,606,598.00 Less:Shares in stock Other comprehensive income -4,398,235.10 -4,398,235.10 Special reserves Surplus reserves 26,309,287.00 26,309,287.00 Undistributed profit 246,383,830.49 -96,164,556.75 Total of owners’ equity 2,947,283,916.16 126,495,449.15 Total of liabilities and owners’ equity 3,079,459,687.07 151,705,153.50 Legal representative :Chen Lue Person-in-charge of the accounting work:Cui Hongli Person-in -charge of the accounting organ:Ren Aping 32 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. 3.Consolidated Profit statement of the Report period In RMB Item Report period Same period of the previous year I. Income from the key business 835,406,170.68 717,439,356.89 Incl:Business income 835,406,170.68 717,439,356.89 Interest income Insurance fee earned Fee and commission received II. Total business cost 737,452,024.90 653,973,256.24 Incl:Business cost 653,438,691.27 595,304,123.02 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Insurance policy dividend paid Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 12,308,366.66 26,998,330.78 Sales expense 3,036,106.61 7,273,754.95 Administrative expense 43,085,998.98 14,061,292.75 Financial expenses 6,297,639.29 3,911,187.00 Asset impairment loss 19,285,222.09 6,424,567.74 Add:Gains from change of fir value (“-”for 6,785.75 loss) Investment gain(“-”for loss) Incl: investment gains from affiliates Gains from currency exchange(“-”for loss) III. Operational profit(“-”for loss 97,960,931.53 63,466,100.65 Add:Non-business income 26,319.77 167,642.81 Incl:Gains from disposal of non-current assets Less:Non business expenses 938,228.42 33 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Incl:Loss from disposal of non-current assets IV.Total profit(“-”for loss) 97,049,022.88 63,633,743.46 Less:Income tax expenses 19,880,805.19 16,226,604.58 V. Net profit(“-”for net loss 77,168,217.69 47,407,138.88 Net profit attributable to the owners of parent 77,186,010.32 47,407,138.88 company Minority shareholders’ equity -17,792.63 VI. Net after-tax of Other comprehensive 6,742.31 -32.50 income Net after-tax of other comprehensive income attributable to owners of the parent company. (I)Other comprehensive income items that will not be reclassified into gains/losses in the subsequent accounting period 1.Re-measurement of defined benefit plans of changes in net debt or net assets 2.Other comprehensive income under the eq uity method investee can not be reclassified into profit or loss. (II) Other comprehensive income that will be re 6,742.31 -32.50 classified into profit or loss. 1.Other comprehensive income under the eq uity method investee can be reclassified into profit or loss. 2.Gains and losses from changes in fair valu e available for sale financial assets 3.Held-to-maturity investments reclassified t o gains and losses of available for sale finan cial assets 4.The effective portion of cash flow hedges and losses 5.Translation differences in currency financi 6,742.31 -32.50 al statements 6.Other Net 34 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. after-tax of other comprehensive income attr ibutable to Minority shareholders’ equity VII. Total comprehensive income 77,174,960.00 47,407,106.38 Total comprehensive income attributable to 77,192,752.63 47,407,106.38 the owner of the parent company Total comprehensive income attributable -17,792.63 minority shareholders VIII. Earnings per share (I)Basic earnings per share 0.46 0.28 (II)Diluted earnings per share 0.46 0.28 Legal representative :Chen Lue Person-in-charge of the accounting work:Cui Hongli Person-in -charge of the accounting organ:Ren Aping 4. Profit statement of the Parent Company of the Report period In RMB Items Report period Same period of the previous year I. Income from the key business 329,131.00 946,830.00 Incl:Business cost 28,098.18 84,294.00 Business tax and surcharge 1,115.28 33,459.00 Sales expense Administrative expense 580,403.79 1,190,456.00 Financial expenses -87,300.56 -453,871.00 Asset impairment loss -14,568.79 Add:Gains from change of fir value (“-”for loss) Investment gain(“-”for loss) 383,969,705.11 Incl: investment gains from affiliates II. Operational profit(“-”for loss 383,791,088.21 92,492.00 Add:Non-business income 68,036,587.28 Incl:Gains from disposal of non-current assets Less:Non business expenses 5,000.00 Incl:Loss from disposal of 35 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. non-current assets III.Total profit(“-”for loss) 451,827,675.49 87,492.00 Less:Income tax expenses 108,609,278.25 IV. Net profit(“-”for net loss) 343,218,397.24 87,492.00 V. Net after-tax of Other -40,084.00 comprehensive income (I)Other comprehensive income items that will not be reclassified into -40,084.00 gains/losses in the subsequent accounting period 1.Re-measurement of defined benefit plans of changes in net debt or net ass -40,084.00 ets 2.Other comprehensive income under the equity method investee can not b e reclassified into profit or loss. (II) Other comprehensive income that wil l be reclassified into profit or loss. 1.Other comprehensive income under the equity method investee can be re classified into profit or loss. 2.Gains and losses from changes in fa ir value available for sale financial as sets 3.Held-to-maturity investments reclas sified to gains and losses of available for sale financial assets 4.The effective portion of cash flow h edges and losses 5.Translation differences in currency financial statements 6.Other VI. Total comprehensive income 343,178,313.24 87,492.00 VII. Earnings per share: (I)Basic earnings per share (II)Diluted earnings per share Legal representative :Chen Lue 36 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Person-in-charge of the accounting work:Cui Hongli Person-in -charge of the accounting organ:Ren Aping 37 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. 5. Consolidated Profit statement between the beginning of the year and end of the report period In RMB Items Report period Same period of the previous year I. Total operating income 2,916,615,389.84 2,020,135,677.89 Including:Operating income 2,916,615,389.84 2,020,135,677.89 Interest income Insurance gained Commission charge and commission income II. Total operating cost 2,592,522,742.77 1,845,100,242.10 Including:Operating cost 2,344,122,874.48 1,666,771,847.04 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 56,906,003.26 68,684,613.05 Sales expenses 10,539,011.91 16,460,789.92 Administration expenses 107,924,317.65 46,286,727.96 Financial expenses 24,205,661.13 11,859,349.14 Losses of devaluation of assets 48,824,874.34 35,036,914.99 Add :Changing income of fair value 31,934.36 Investment income Including:Investment income on affiliate company and joint venture Exchange income III. Operating profit 324,124,581.43 175,035,435.79 Add :Non-operating income 405,739.61 167,642.81 Including :Disposal Gains of non-current assets 38 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Less:Non-operating expense 971,667.76 Including :Disposal loss of non-current 31,839.34 assets IV. Total profit 323,558,653.28 175,203,078.60 Less:Income tax 81,048,094.46 44,676,785.04 V. Net profit(“-”for net loss 242,510,558.82 130,526,293.56 Net profit attributable to the owners of parent 242,528,351.45 130,526,293.56 company Minority shareholders’ equity -17,792.63 VI. Net after-tax of Other comprehensive 18,867.42 -85.60 income Net after-tax of other comprehensive income attributable to 18,867.42 -85.60 owners of the parent company. (I)Other comprehensive income items that will not be reclassified into gains/losses in the subsequent accounting period 1.Re-measurement of defined benefit plans of changes in net debt or net assets 2.Other comprehensive income under the eq uity method investee can not be reclassified into profit or loss. (II) Other comprehensive income that will be re 18,867.42 -85.60 classified into profit or loss. 1.Other comprehensive income under the eq uity method investee can be reclassified into profit or loss. 2.Gains and losses from changes in fair valu e available for sale financial assets 3.Held-to-maturity investments reclassified to gains and losses of available for sale fina ncial assets 4.The effective portion of cash flow hedges and losses 5.Translation differences in currency financi 18,867.42 -85.60 al statements 6.Other 39 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Net after-tax of other comprehensive income attributable to Minority shareholders’ equity VII. Total comprehensive income 242,529,426.24 130,526,207.96 Total comprehensive income attributable to 242,547,218.87 130,526,207.96 the owner of the parent company Total comprehensive income attributable -17,792.63 minority shareholders VIII. Earnings per share (I)Basic earnings per share 1.43 0.77 (II)Diluted earnings per share 1.43 0.77 Legal representative :Chen Lue Person-in-charge of the accounting work:Cui Hongli Person-in -charge of the accounting organ:Ren Aping 6.Profit Statement of the Parent Between the Beginning of the Year and End of the Report Period In RMB Items Report period Same period of the previous year I. Business income 2,246,511.00 1,988,275.00 Less:Business cost 196,684.18 252,880.00 Business tax and surcharge 150,843.28 105,214.00 Sales expense Administrative expense 3,716,096.79 3,370,708.00 Financial expenses -953,917.56 -1,315,071.00 Asset impairment loss -14,568.79 Add:Gains from change of fir value (“-”for loss) Investment gain(“-”for loss) 383,969,705.11 Incl: investment gains from affiliates II. Operational profit 383,121,078.21 -425,456.00 Add:Non-business income 68,036,587.28 Incl:Gains from disposal of non-current assets Less:Non business expenses 5,000.00 40 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Incl:Loss from disposal of non-current assets III.Total profit 451,157,665.49 -430,456.00 Less:Income tax expenses 108,609,278.25 IV. Net profit) 342,548,387.24 -430,456.00 V. Net after-tax of Other comprehensive income (I)Other comprehensive income items that will not be reclassified into gains/losses in the subsequent accounting period 1.Re-measurement of defined benefit plans of changes in net debt or net ass ets 2.Other comprehensive income under the equity method investee can not b e reclassified into profit or loss. (II) Other comprehensive income that wil l be reclassified into profit or loss. 1.Other comprehensive income under the equity method investee can be re classified into profit or loss. 2.Gains and losses from changes in fa ir value available for sale financial as sets 3.Held-to-maturity investments reclas sified to gains and losses of available for sale financial assets 4.The effective portion of cash flow h edges and losses 5.Translation differences in currency financial statements 6.Other VI. Total comprehensive income 342,548,387.24 -430,456.00 VII. Earnings per share (I)Basic earnings per share (II)Diluted earnings per share 41 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Legal representative :Chen Lue Person-in-charge of the accounting work:Cui Hongli Person-in -charge of the accounting organ:Ren Aping 42 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. 7. Consolidated Cash Flow Statement Between the Beginning of the Year and End of the Report Period In RMB Items Report period Same period of the previous year I.Cash flows from operating activities Cash received from sales of goods or 1,379,577,878.41 1,415,247,902.16 rending of services Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter-bank loans from other financial bodies Cash received against original insurance contract Net cash received from reinsurance business Net increase of disposal of financial assets measured at fair value of which changes are recorded into current gains and losses. Cash received as interest, processing fee and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax returned Other cash received from business 349,234,449.67 95,989,514.20 operation Sub-total of cash inflow 1,728,812,328.08 1,511,237,416.36 Cash paid for purchasing of merchandise 1,566,480,512.18 1,215,670,073.72 and services Net increase of client trade and advance Net increase of savings n central bank and brother company Cash paid for original contract claim Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid for staffs 156,672,144.42 71,753,209.25 43 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Taxes paid 120,883,336.29 99,806,627.88 Other cash paid for business activities 212,347,665.70 162,581,327.43 Sub-total of cash outflow from business 2,056,383,658.59 1,549,811,238.28 activities Cash flow generated by business operation, -327,571,330.51 -38,573,821.92 net II.Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains Net cash retrieved from disposal of fixed assets, intangible assets, and other 89,678.00 105,388.10 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 89,678.00 105,388.10 activities Cash paid for construction of fixed assets, intangible assets 35,996,053.16 22,823,196.83 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 3,884.29 Sub-total of cash outflow due to 35,999,937.45 22,823,196.83 investment activities Net cash flow generated by investment -35,910,259.45 -22,717,808.73 III.Cash flow generated by financing Cash received as investment Incl: Cash received as investment from minor shareholders Cash received as loans 572,000,000.00 195,000,000.00 Cash received from bond placing Other financing –related ash received 168,190,000.00 129,033,904.10 Sub-total of cash inflow from financing 740,190,000.00 324,033,904.10 activities 44 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Cash to repay debts 387,220,050.95 150,000,000.00 Cash paid as dividend, profit, or interests 22,094,169.18 9,961,777.77 Incl: Dividend and profit paid by subsidiaries to minor shareholder Other cash paid for financing activities 95,461,627.00 103,554,396.13 Sub-total of cash outflow due to financing 504,775,847.13 263,516,173.90 activities Net cash flow generated by financing 235,414,152.87 60,517,730.20 IV. Influence of exchange rate alternation -2,820,849.71 792,532.48 on cash and cash equivalents V.Net increase of cash and cash equivalents -130,888,286.80 18,632.03 Add: balance of cash and cash equivalents 243,759,954.90 67,525,829.38 at the beginning of term VI ..Balance of cash and cash equivalents at 112,871,668.10 67,544,461.41 the end of term Legal representative :Chen Lue Person-in-charge of the accounting work:Cui Hongli Person-in -charge of the accounting organ:Ren Aping 8. Cash Flow Statement of the Parent Between the Beginning of the Year and End of the Report Period In RMB Items Amount in this period Amount in last period I.Cash flows from operating activities Cash received from sales of goods or 2,246,511.00 3,411,993.00 rending of services Tax returned Other cash received from business 2,287,234.95 1,571,917.00 operation Sub-total of cash inflow 4,533,745.95 4,983,910.00 Cash paid for purchasing of merchandise and services Cash paid to staffs or paid for staffs 1,026,970.10 1,131,507.00 Taxes paid 908,947.67 810,942.00 Other cash paid for business activities 4,031,645.42 2,435,063.00 45 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Sub-total of cash outflow from business 5,967,563.19 4,377,512.00 activities Cash flow generated by business operation, -1,433,817.24 606,398.00 net II.Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received 40,084.65 Sub-total of cash inflow due to investment 40,084.65 activities Cash paid for construction of fixed assets, intangible assets and other long-term assets Cash paid as investment Net cash received from subsidiaries and other operational units Other cash paid for investment activities 7,079,094.11 Sub-total of cash outflow due to investment 7,079,094.11 activities Net cash flow generated by investment -7,039,009.46 III.Cash flow generated by financing Cash received as investment Cash received as loans Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from financing activities Cash to repay debts Cash paid as dividend, profit, or interests Other cash paid for financing activities Sub-total of cash outflow due to financing activities 46 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. Net cash flow generated by financing IV. Influence of exchange rate alternation on cash and cash equivalents V.Net increase of cash and cash equivalents -8,472,826.70 606,398.00 Add: balance of cash and cash equivalents 8,480,977.11 10,557,501.00 at the beginning of term VI ..Balance of cash and cash equivalents at 8,150.41 11,163,899.00 the end of term Legal representative :Chen Lue Person-in-charge of the accounting work:Cui Hongli Person-in -charge of the accounting organ:Ren Aping II. Auditor‘s report Whether the Q3 report is audited □ Yes √ No The Q3 Report is not audited. The Board of Directors Shenzhen Victor Onward Textile Industrial Co., Ltd. October 31, 2015 47