深圳中冠纺织印染股份有限公司2009 年第一季度季度报告全文 1 Shenzhen Victor Onward Textile Industrial Co., Ltd. The First Quarterly Report 2009 §1 Important Notice 1.1. The Board of Directors , Supervisory Committee ,Directors , Supervisors, Senior Executives of the Company guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report. 1.2 Other directors attended the meeting on examining the Annual except for the following directors. Name absent director Title Reason of absence Name of entrusted Jin Ligang Independent Director Mr. Jin Ligang did not attend this meeting for sake of performing official duties and authorized independent director Mr. Shen Songqin to attend the meeting and exercise voting right on his behalf. Shen Songqin 1.3 The financial report of the Company in this Quarterly report period has not been audited. 1.4. 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 Main accounting Highlights and financial indexes Unit:RMB At the end of the report period At the end of the last year Increase/decrease of the end of report period than that of the end of the last year(%) Total assets 190,711,044.00 192,923,851.00 -1.15% Owner’s equity attributable to the parent company 128,392,446.00 130,073,334.00 -1.29% Stock capital 169,142,356.00 169,142,356.00 0.00% Net assets per share attributable to the 0.76 0.77 -1.30%深圳中冠纺织印染股份有限公司2009 年第一季度季度报告全 文 2 parent company Amount of current period Amount of the same period in last year Increase /decrease(%) Total turnover 6,445,026.00 14,340,683.00 -55.06% Net profit attributable to owners of parent company -1,814,716.00 -1,323,573.00 37.11% Net cash flow arising from operating activities -624,750.00 6,870,357.00 -109.09% Net cash flow per share arising from operating activities 0.00 0.04 -100.00% Basic earnings per share -0.01 -0.01 0.00% Diluted earnings per share -0.01 -0.01 0.00% Return on net assets -1.41% -0.83% -0.58% Return on net assets after deducting non-recurring gains and losses -1.42% -0.94% -0.48% Items of non-current gains and losses Year begin to end of report period Other non-operating income and expenditure beside for the above items 2,119.00 Total 2,119.00 Explanation Items of non-current gains and losses: Other Non-operating income :RMB 2339 and Other Non-operating expense :RMB 220. 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 in the end of the report period 11,451 Share held by the top ten shareholders with unrestricted conditions Name of shareholder Amount of unrestricted shares held Type of shares STYLE-SSTYLE-SUCCESS LIMITED 24,466,029 Foreign shares placed in domestic exchange Shenzhen Textile (Group)Holdings Ltd 8,457,119 RMB common shares Union Development Group Co., Ltd. 6,299,185 RMB common shares Rich Crown Investment Co., Ltd. 6,114,556 Foreign shares placed in domestic exchange Shing Ying Chieh 5,087,061 Foreign shares placed in domestic exchange Yang Xiaohua 2,343,637 RMB common shares Chen Weiyu 1,538,449 RMB common shares TAIFOOK SECURITIES COMPANY LIMITED-ACCOUNT CLIENT 1,337,583 Foreign shares placed in domestic exchange Huang Xiaoyun 768,888 RMB common shares Shi Huirong 756,703 RMB common shares §3 Significant Events 3.1 Particular about large-margin change of main accounting statement item and financial index and its reason. 1.Analysis of the reason for big change of the items of balance sheet of the Company as of the end of the report period.深圳中冠纺织印染 股份有限公司2009 年第一季度季度报告全文 3 Unit:RMB Items March 31,2009 December 31,2008 Amount of increased / Proportion increased/ Decreased Decreased Account payable 4,550,597 6,175,741 1,625,144 -26.31% Account receivable decreased by RMB 1.63 million and -26.31%, mainly due to the decrease in business. 2.Analysis of the reason for big change of the items of profit statement as of the end of the report period. In the period from January 2009 to March 2009,the company earned operating income of RMB 6.45 million on accumulative basis, which decreased by RMB 7.90 million and 55.06% year on year. Net profit is RMB -1.85 million. compare to the data last year same period, which loss decreased by RMB 0.48 million and 20.66%. ⑴Analysis of reason for decrease of operating income: Due to continuous production suspense in the report year. ⑵The main reason for decreased of amount of loss: Due to continuous production suspense and rectification in the report year. 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 -624,750 6,870,357 -7,495,107 -109.09% Net cash flows from investing activities -34,347 0 -34,347 Net cash flows from financing activities 0 0 0 The influence of change in exchange rate On cash and cash equivalents 16,280 -1,945,006 1,961,286 -100.84% Net increase of cash and cash equivalents -642,817 4,925,351 5,568,168 -113.05% ⑴At the end of the report period, net increase in cash and cash equivalents at the end of the report period decrease by RMB 7.5 million and 109.09% year on year Mainly due to decrease of funds recovered from disposal of inventory assets in this report period. ⑵In the report period, Net cash flows from investing activities at the end of the report period decreased by RMB 0.03 million year on year. ⑶At the End of the report period, There were neither net cash flows from financing activities nor this item in the same period of previous year. ⑷At he End of the report period, The influence of change in exchange rate on cash and cash equivalents at the end of the report period increased by 1.96 million and Decreased by 100.84% year on year, Mainly due to fluctuation of RMB. 3.2 The progress of significant events and influence, as well as the analysis and explanation on resolving proposal. √ applicable □ not applicable Since March 2007, Shenzhen Victor Onward Textile Industrial Co., Ltd. stopped production and dismissed most of workers. The company currently only had some agent import and export business and house leasing business. Except that Shenzhen East Asia Victor Onward Textile Printing and Dyeing Co., Ltd. is still operating normally, other 5 subsidiaries controlled by the Company have stopped operation or are maintaining daily operation by house property lease. It plans to invest in Nanjing East Asia Textile Printing and Dyeing Co., Ltd. with part of machinery and equipment in 2007, Due to the reason on the side of the other party of joint venture and change of industry prospect. The investment plan was delayed. The company mainly made efforts to promote the transfer of printing and dyeing mill project, the company will strengthen construction direction coordination work,in order to carry out the transfer project as soon as possible.深圳中冠纺织印染 股份有限公司2009 年第一季度季度报告全文 4 3.3 The fulfillment of the commitment made by the Company , shareholders and the actual controller √ applicable □ not applicable Items Commitment Status of fulfillment of commitment Promise in share holding structure reform All shareholders holding non-negotiable shares unanimously promised to abide by laws and regulations and perform statutory obligation of commitment. At present, this commitment is under fulfillment. fulfillment. Promise of share sale restriction Union Holding Co., Ltd., the largest shareholder of the Company , made special commitment during the Company ‘s share holding structure reform: the original non-negotiable shares shall not be listed and sold through Shenzhen Stock Exchange within 36 months after the date of execution of share holding structure reform . At present, this commitment is under fulfillment Commitment of share conditional subscription No No Commitments made in Acquisition Report or Reports on Change in interests No No Commitments made in issuing No No Other commitments(Including supplementary commitments) No No 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 Loss Year beginning to end of next report period Same period of the previous year Increase or decrease% Estimated amount of accumulative net profit(RMB’0000) -350.00 -430.00 Decrease 80 Basic earnings per shares (Yuan/share) -0.02 -0.03 Increase 0.01 Notes to forenotice of earnings The accumulative net profit of the Company for the period from the beginning of the year to the end of the next report period is estimated to be negative Due to main business suspense, income decreased and disposal of materials in stock .The amount of loss is about RMB 2.8 million-3.5 million. 3.5 Major events needs to be explained 3.5.1 Investment in securities √applicable □not applicable Unit:(RMB)深圳中冠纺织印染股份有限公司2009 年第一季度季度报告全文 5 No Stock type Stock code Stock abbreviation Initial investment amount(Yuan) Holding quantity(Shar e) Book values at the end of period(RMB) Percentage of total investment in this stock at the end or period(%) Profit and loss during the report priod(RMB) 1 Hong Kong H 178 Shasha International 5,974.00 2,000.00 4,251.00 8.66% 900.00 2 Hong Kong H 560 Chukong Dhipping 9,046.00 6,000.00 3,969.00 8.09% -158.00 3 Hong Kong H 604 Shenzhen Holding 125,403.00 24,000.00 40,856.00 83.25% 11,636.00 Other securities investment held at the end of the period 0.00 - 0.00 0.00% 0.00 Gain and loss from investment in securities already sold in the report period - - - - 0.00 Total 140,423.00 - 49,076.00 100% 12,378.00 Explanation Investment in securities : The above stocks were held by Victor Onward Printing & Dyeing (Hong Kong) Co., Ltd., a wholly-owned subsidiary of the Company. 3.5.2 Reception of investigations , communications , or interviews Reception Place Mode Object Discussion issue and offered information January 21,2009 Office of board secretary of the Company Telephone Individual shareholder To learn about the Company’s operating status February 4,2009 Office of board secretary of the Company Telephone Individual shareholder To learn about the Company’s operating status. To learn about the progress of investment projects March 25,2009 Office of board secretary of the Company Telephone Individual shareholder To learn about whether the Company has a reorganization plan 3.5.3 Explanation of other significant events □ applicable √not applicable §4 Appendix 4.1 Balance sheet Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. March 31, 2009 Unit:RMB Year-end balance Year-beginning balance Items Consolidated Parent company Consolidated Parent company Current asset: Monetary fund 60,725,611.00 30,423,233.00 61,368,428.00 30,750,018.00 Settlement provision Outgoing call loan Trading financial assets 49,076.00 36,687.00深圳中冠纺织印染股份有限公司2009 年第一季度季度报告全文 6 Bill receivable 850,000.00 Account receivable 3,023,378.00 484,827.00 2,746,095.00 714,042.00 Prepayments 1,823,900.00 1,815,897.00 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 91,100.00 91,087.00 Dividend receivable Other account receivable 886,978.00 82,160,949.00 614,673.00 82,236,725.00 Repurchasing of financial assets Inventories 3,827,948.00 2,626,073.00 3,510,747.00 2,625,685.00 Non-current asset due in 1 year Other current asset Total of current assets 70,427,991.00 115,695,082.00 71,033,614.00 116,326,470.00 Non-current assets: Loans and payment on other’s behalf disbursed Disposable financial asset 189,769.00 207,255.00 Expired investment in possess Long-term receivable Long term share equity investment 46,642,295.00 39,980,751.00 47,184,759.00 39,974,858.00 Property investment 47,714,888.00 6,881,680.00 48,165,784.00 6,972,363.00 Fixed assets 22,140,924.00 18,442,280.00 22,737,791.00 18,441,088.00 Construction in progress Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets R & D petrol Goodwill 3,595,177.00 3,594,648.00 Long-germ expenses to be amortized Differed income tax asset Other non-current asset Total of non-current assets 120,283,053.00 65,304,711.00 121,890,237.00 65,388,309.00 Total of assets 190,711,044.00 180,999,793.00 192,923,851.00 181,714,779.00 Current liabilities Short-term loans深圳中冠纺织印染股份有限公司2009 年第一季度季度报告全文 7 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Bill payable Account payable 4,550,597.00 951,071.00 6,175,741.00 1,867,796.00 Advance account received 5,281,205.00 2,464,931.00 5,281,103.00 2,464,838.00 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 655,974.00 598,241.00 599,884.00 560,676.00 Tax payable 5,397,460.00 3,962,180.00 4,551,693.00 3,864,340.00 Interest payable Dividend payable Other account payable 30,332,512.00 663,609.00 30,064,983.00 720,894.00 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year Other current liability 2,460,019.00 1,137,087.00 2,460,041.00 1,137,304.00 Total of current liability 48,677,767.00 9,777,119.00 49,133,445.00 10,615,848.00 Non-current liabilities: Long-term loan 1,640,050.00 1,674,164.00 Bond payable Long-term payable 9,233,581.00 9,232,220.00 Special payable 910,418.00 910,418.00 910,284.00 910,284.00 Expected liabilities Differed income tax liability 1,016,099.00 3,519,875.00 1,015,950.00 3,519,356.00 Other non-current liabilities Total of non-current liabilities 12,800,148.00 4,430,293.00 12,832,618.00 4,429,640.00 Total of liability 61,477,915.00 14,207,412.00 61,966,063.00 15,045,488.00 Owners’ equity Share capital 169,142,356.00 169,142,356.00 169,142,356.00 169,142,356.00 Capital reserves 39,177,114.00 31,606,598.00 39,194,631.00 31,606,598.00深圳中冠纺织印染股份有限公司2009 年第 一季度季度报告全文 8 Less:Shares in stock Surplus reserves 26,309,287.00 26,309,287.00 26,309,287.00 26,309,287.00 Common risk provision Undistributed profit -117,625,233.00 -68,320,153.00 -115,810,517.00 -68,418,602.00 Different of foreign currency translation 11,388,922.00 8,054,293.00 11,237,577.00 8,029,652.00 Total of owner’s equity belong to the parent company 128,392,446.00 166,792,381.00 130,073,334.00 166,669,291.00 Minor shareholders’ equity 840,683.00 884,454.00 Total of owners’ equity 129,233,129.00 166,792,381.00 130,957,788.00 166,669,291.00 Total of liabilities and owners’ equity 190,711,044.00 180,999,793.00 192,923,851.00 181,714,779.00 4.2 Profit statement Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. January-March 2009 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I.Total operating income 6,445,026.00 2,527,972.00 14,340,683.00 5,917,144.00 Including:Operating income 6,445,026.00 2,527,972.00 14,340,683.00 5,917,144.00 Interest income Insurance gained Commission charge and commission income II.Total operating cost 7,756,674.00 2,429,523.00 16,242,177.00 5,316,313.00 Including:Operating cost 4,404,659.00 1,472,917.00 12,208,985.00 6,149,248.00 Interest expense Commission chare and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras Sales expenses 799,222.00 1,032,294.00 Administration expenses 2,276,214.00 1,211,719.00 3,160,446.00 1,427,960.00 Financial expenses 276,579.00 -255,113.00 -159,548.00 -2,260,895.00 Losses of devaluation of assets Add :Changing income of fair value 12,378.00 -53,259.00 Investment income -549,183.00 -218,700.00 188,555.00 Including:Investment income on affiliate company and joint深圳中冠纺织印染股份有限公司2009 年第一季度季度报告全文 9 venture Exchange income III. Operating profit -1,848,453.00 98,449.00 -2,173,453.00 789,386.00 Add :Non-operating income 2,339.00 Less:Non-operating expense 220.00 13,950.00 13,754.00 Including :Disposal loss of non-current assets IV. Total profit -1,846,334.00 98,449.00 -2,187,403.00 775,632.00 Less:Income tax 139,614.00 139,614.00 V. Net profit -1,846,334.00 98,449.00 -2,327,017.00 636,018.00 Net profit attributable to owner’s equity of parent company -1,814,716.00 -1,323,573.00 Minority shareholders’ gains and losses 331,618.00 -1,003,444.00 VI. Earnings per share (i)Basic earnings per share -0.01 -0.01 (ii)Diluted earnings per share -0.01 -0.01 4.3 Cash flow statement Prepared by:Shenzhen Victor Onward Textile Industrial Co., Ltd. January-March 2009 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I.Cash flows from operating activities Cash received from sales of goods or rending of services 5,963,391.00 2,092,610.00 17,747,988.00 13,624,420.00 Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter-bank loans from other financial bodies Cash received against original insurance contract Net cash received from reinsurance business Net increase of client deposit and investment Net increase of trade financial asset disposal 186,668.00 186,668.00 Cash received as interest, processing fee and commission Net increase of inter-bank fund received Net increase of深圳中冠纺织印染股份有限公司2009 年第一季度季度报告全文 10 repurchasing business Tax returned 541,172.00 283,836.00 2,599,096.00 186,860.00 Other cash received from business operation 2,047,725.00 1,067,280.00 1,515,661.00 1,422,624.00 Sub-total of cash inflow 8,552,288.00 3,443,726.00 22,049,413.00 15,420,572.00 Cash paid for purchasing of merchandise and services 4,208,776.00 2,504,075.00 12,059,433.00 5,088,799.00 Net increase of client trade and advance Net increase of savings central bank and brother company Cash paid for original contract claim Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid for staffs 966,398.00 430,303.00 1,140,179.00 538,763.00 Taxes paid 393,816.00 174,716.00 509,897.00 171,668.00 Other cash paid for business activities 3,608,048.00 675,354.00 1,469,547.00 731,995.00 Sub-total of cash outflow from business activities 9,177,038.00 3,784,448.00 15,179,056.00 6,531,225.00 Cash flow generated by business operation, net -624,750.00 -340,722.00 6,870,357.00 8,889,347.00 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 Sub-total of cash inflow due to investment activities Cash paid for construction of fixed assets, intangible assets and other long-term assets 34,347.00深圳中冠纺织印染股份有限公司2009 年第一季度季度报告全文 11 Cash paid as investment Net increase of loan against pledge Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to investment activities 34,347.00 Net cash flow generated by investment -34,347.00 III.Cash flow generated by financing Cash received as investment Incl: Cash received as investment from minor shareholders Cash received as loans Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from financing activities Cash to repay debts Cash paid as dividend, profit, or interests Incl: Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities Sub-total of cash outflow due to financing activities Net cash flow generated by financing IV.Influence of exchange rate alternation on cash and cash equivalents 16,280.00 13,937.00 -1,945,006.00 -1,323,013.00 V.Net increase of cash and cash equivalents -642,817.00 -326,785.00 4,925,351.00 7,566,334.00 Add: balance of cash and cash equivalents at the beginning of term 61,368,428.00 30,750,018.00 52,656,852.00 31,467,687.00 VI .Balance of cash and cash equivalents at the end of term 60,725,611.00 30,423,233.00 57,582,203.00 39,034,021.00深圳中冠纺织印染股份有 限公司2009 年第一季度季度报告全文 12 4.4 Auditor’ report Auditor’s opinions: Not audited