Chengde Dixian Textile Co., Ltd. The Third Quarterly Report For 2009 (Full Text) 1 Chengde Dixian Textile Co., Ltd. The Third Quarterly Report For 2009 (Full Text) §1. Important Notes 1.1 The Board of Directors and the Supervisory Committee of Chengde Dixian Textile Co., Ltd. (hereinafter referred to as the Company), along with all its directors, supervisors and senior executives hereby confirm that there are no any important omissions, fictitious statements or serious misleading information carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. 1.2 No Directors, Supervisors or Senior Executives stated that they couldn’t ensure the reality, accuracy and completion of the contents of the Quarterly Report or have objection for this report. 1.3 The Third Quarterly Financial Report 2009 of the Company has not been audited by CPAs. 1.4 Chen Rong, Principal of the Company; Ye Weijie, Person in Charge of Accounting Works; and Wang Ansheng, Person in Charge of Accounting Organ (Accounting Officer) hereby confirm that the Financial Report of the Third Quarterly Report is true and complete. §2. Company Profile 2.1 Main accounting highlights and financial indexes: Unit: RMB Sep. 30, 2009 Dec. 31, 2008 Increase/decrease scope (%) Total assets (RMB) 360,125,190.57 598,681,950.83 -39.85% Owners’ equities attributable to the shareholders of listed company (RMB) 4,235,704.24 -237,353,406.14 101.78% Share capital (Share) 706,320,000.00 706,320,000.00 0.00% Net assets per share attributable to the shareholders of listed company (RMB/Share) 0.006 -0.34 101.76% July-Sep. 2009 Increase/decrease over the same period of the last year (%) Jan.-Sep. 2009 Increase/decrease over the same period of the last year (%) Total operating income (RMB) 0.00 -100.00% 0.00 -100.00% Net profit attributable to the shareholders of listed company (RMB) 113,136,206.66 496.78% 241,589,110.38 444.90% Net cash flow arising from operating activities (RMB) - - 7,375.48 100.12% Net cash flow arising from operating activities per share (RMB/Share) - - 0.00001 100.13% Basic earnings per share (RMB/Share) 0.16 0.34 Diluted earnings per share (RMB/Share) 0.16 0.34Chengde Dixian Textile Co., Ltd. The Third Quarterly Report For 2009 (Full Text) 2 Return on equity (%) 2,671.01% 2,665.12% 5,703.64% 5,689.16% Return on equity after deducting non-recurring gains and losses (%) -24.60% -30.00% -98.62% -112.60% Unit: RMB Items of non-recurring gains and losses Amount from year begin to the end of report period Remarks Gains/losses from debts restructurings 272,107,789.09 Other non-operating income and expenditure beside for the aforementioned items -26,341,577.30 Total 245,766,211.79 - 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders of circulation share Unit: Share Total number of shareholders at the end of report period 24,203 Particulars about shares held by the top ten shareholders of circulation shares Shareholders’ name Number of circulation shares held at the period-end Type of shares Li Tianyun 22,440,000 Domestically listed foreign shares Zhou Haihong 22,400,000 Domestically listed foreign shares Qian Zhenlin 22,000,000 Domestically listed foreign shares Xu Jiang 22,000,000 Domestically listed foreign shares Chen Yan 20,000,000 Domestically listed foreign shares SBCI FINANCE ASIA LID A/C SBC HONG KONG 1,230,370 Domestically listed foreign shares Wang Wensheng 7,258,007 Domestically listed foreign shares Shanghai Wanguo (Hong Kong) Securities Co., Ltd. 3,043,282 Domestically listed foreign shares Peng Wei 2,978,525 Domestically listed foreign shares NORGES BANK 2,516,195 Domestically listed foreign shares §3. Significant events 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Inapplicable The Company has not started up the production from Jan. to Sep. of 2009, the main operation was still in losses, but the gains and losses with great amount occurred from bankruptcy reforming of the Company and bankruptcy declaration of its subsidiaries or reconciliation reached with creditors which made the Company gain profit of approximately RMB 241,589 million from Jan. to Sep. of 2009, but did not bring corresponding cash in-flow for the Company. 3.2 Progress of significant events, their influences, and analysis and explanation of their solutions √Applicable □InapplicableChengde Dixian Textile Co., Ltd. The Third Quarterly Report For 2009 (Full Text) 3 1. Upon the approval document No.[2004]101 issued by the China Securities Regulatory Commission in July 2004, the Company increases of its capital by issuing 150,000,000 B shares, in which 91,300,000 shares were issued for Hong Kong dollars and 58,700,000 shares were issued for Renminbi Yuan (RMB). The issuance of B shares has not been authorized by the China Administration of Foreign Exchange department, and has not verified by PRC certified public accountants and the procedures for the change of business registration were not carried out completely. According to the resolution of general meeting of shareholders on Jun. 8, 2006, the Company distributed share bonus 117,720,000 shares to all shareholders at the rate of two shares given per ten shares. The registered capital of the Company was increased to RMB 706,320,000 after share bonus distribution. Influenced by the aforementioned factors, the procedures for the change of business registration were not carried out completely. 2. In Nov. 2008, Hebei Chengde Xingchen Construction Engineering Co., Ltd. submitted application of bankruptcy restructuring of the Company to Hebei Chengde Intermediate People’s Court with the reason that the Company did not implement the payment obligation in the court’s sentence, and the financial and operation condition of the Company was deteriorated without ability of paying off. On Nov. 10, 2008, Chengde Intermediate People’s Court made Civil Verdict (2008) CMPZ No. 9, which accepted to deal with bankruptcy restructuring of the Company. On Dec. 30, 2008, Chengde Intermediate People’s Court made Civil Verdict (2008) CMPZ No. 9-1, which decided the following creditor’s rights: (1) 6 units had priority creditor’s right, with total amount of RMB 844,157,605.65; (2) total 3 tax institutions with tax amount of RMB 15,372,537.49; (3) 131 units had common creditor’s right, with total amount of RMB 552,326,118.84. On the same day, Chengde Intermediate People’s Court made Civil Verdict (2008) CMPZ No. 9-2, which approved Restructuring Program (Draft) of Dixian Textile Co., Ltd. and terminated reform procedure of Chengde Dixian Textile Co., Ltd. According to Restructuring Program (Draft), the Company made disposal of assets for turning into cash which could be sold for cash, and paid reform expenses and all debts. On Apr. 27, 2009, Hebei Chengde Intermediate People’s Court made Civil Verdict (2008) CMPZ No. 9-5, which confirmed that the implementation of paying off debts in Restructuring Program was completed. 3. On Dec. 8, 2008, Hebei Chengde Intermediate People’s Court made Civil Verdict (2008) CMPZ No. 10, No.11, No.12 and No.13, which judged that: (1) accepted the application of Sun Weishan making bankruptcy liquidation of Chengde Banhe Chemical Simulation Textile Co., Ltd.; (2) accepted application of Chengde Xinda Energy-saving Electronic Equipment Co., Ltd. making bankruptcy liquidation of Chengde Dixian Fashion Co., Ltd.; (3) accepted application of Anxin Hongda Plastic Factory making bankruptcy liquidation of Hebei Xiabancheng Knitwear Co., Ltd.; (4) accepted application of Chengde Yonghe Cement Co., Ltd. making bankruptcy liquidation of Chengde Xingye Papermaking Co., Ltd. On Feb. 8, 2009, Hebei Chengde Intermediate People’s Court made Civil Verdict (2008) CMPZ No. 10-1, No. 11-1 and No. 12-1, which judged that: (1) declared that the original controlling subsidiary of the Company - Chengde Banhe Chemical Simulation Textile Co., Ltd. was bankrupted; (2) declared that original subsidiary which the Company held 75% equity - Chengde Dixian Fashion Co., Ltd. was bankrupted; (3) declared that original wholly-owned subsidiary of the Company - Hebei Xiabancheng Knitwear Co., Ltd. was bankrupted. On Feb. 21, 2009, Hebei Chengde Intermediate People’s Court made Civil Verdict (2008) CMPZ No. 13-1, which confirmed the debt amount of Xingye Papermaking Co., Ltd. On Mar. 31, 2009, Hebei Chengde Intermediate People’s Court made Civil Verdict (2008) CMPZ No. 13-2, which approved the reconciling application of Xingye Papermaking Co., Ltd. On Jun. 12, 2009, the Company received Civil Verdict (2008) CMPZ No. 13-3 made by Hebei Chengde Intermediate People’s Court, which confirmed that Xingye Papermaking Co., Ltd and its creditor reached a reconciling agreement on May 8, 2009 and terminated reconciling procedure.Chengde Dixian Textile Co., Ltd. The Third Quarterly Report For 2009 (Full Text) 4 4. In the report period, because the subsidiaries - Xiabancheng Knitwear Co., Ltd., Dixian Fashion Co., Ltd. and Banhe Chemical Simulation Textile Co., Ltd. was bankrupted, the aforesaid three companies was not in the range of consolidation statement in this period. 5. Approved by Shenzhen Stock exchange, the delisting risk warning of the Company’s stock was removed on Jul. 7, 2009, and the stock would be implemented other special treatment. 6. On Jun. 25, 2009, the Company held the Annual Shareholders General Meeting 2008, which discussed and approved that the Company’ name would be changed from Chengde Dixian Textile Co., Ltd. to Chengde Dalu Co., Ltd. The business registration change procedure was in process. 3.3 Implementations of commitments by the Company, shareholders and actual controller □Applicable √Inapplicable 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 √Inapplicable 3.5 Particulars about the other significant events which needed explanations On Feb. 25, 2009, Shijiazhuang Intermediate People’s Court made a sentence that the Company had the crime of smuggling general cargo, which would be fined RMB 68,734,451.21, and the general cargo involved in the case would be confiscated into state treasury. In the legal time limit, Wang Shuxian appealed. On Apr. 23, 2009, Hebei high People’s Court made a Written Verdict of Crime (2009) JXEZZ No.44, which judged that: rejected the appeal and kept the original sentence. And the judgment was the final verdict. 3.5.1 Activities on receiving research, communication and interview in the report period Date Place Way The received parties Contents discussed and materials supplied July 25, 2009 Security Department of the Company Phone communication Investor The present status of the Company. Aug. 17, 2009 Security Department of the Company Phone communication Investor Performances in the first half year; Semi-annual Performances Forecast was supplied. Sep. 21, 2009 Security Department of the Company Phone communication Investor Progress of real-estate development of the Company and no materials were supplied. 3.6 Particulars about derivatives investment □Applicable √Inapplicable 3.6.1 Particulars about the positions of derivatives investment at the end of report period □Applicable √Inapplicable §4. Appendix 4.1 Balance sheet Prepared by Chengde Dixian Textile Co., Ltd. Sep. 30, 2009 Unit: RMB Balance at period-end Balance Items at year-begin Consolidation Parent Company Consolidation Parent CompanyChengde Dixian Textile Co., Ltd. The Third Quarterly Report For 2009 (Full Text) 5 Current assets: Monetary funds 435,623.21 392,812.72 447,257.73 365,685.40 Settlement provisions Capital lent Transaction finance asset Notes receivable Accounts receivable 1,234,022.85 6,314,628.93 12,231,947.36 Accounts paid in advance 7,279,722.72 6,412,464.44 68,630,272.88 92,842,017.50 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 55,258,305.60 45,536,978.84 64,109,210.96 450,923,188.75 Purchase restituted finance asset Inventories 16,577.96 377,830.47 Non-current asset due within one year Other current assets Total current assets 64,224,252.34 52,342,256.00 139,879,200.97 556,362,839.01 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 97,215,729.65 630,800,000.00 97,215,729.65 1,211,812,433.52 Investment property Fixed assets 26,775,459.06 124,093,126.16 16,175,897.23 Construction in progress 12,883,800.00 12,883,800.00 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 27,720,448.19 91,294,980.17 7,990,608.73 Expense on Research and Development Goodwill Long-term expenses to be apportioned 2,009,612.55 2,009,612.55Chengde Dixian Textile Co., Ltd. The Third Quarterly Report For 2009 (Full Text) 6 Deferred income tax asset 131,305,501.33 131,305,501.33 131,305,501.33 131,305,501.33 Other non-current asset Total non-current asset 295,900,938.23 762,105,501.33 458,802,749.86 1,369,294,053.36 Total assets 360,125,190.57 814,447,757.33 598,681,950.83 1,925,656,892.37 Current liabilities: Short-term loans 5,422,261.91 422,261.91 257,110,082.88 650,705.60 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable Accounts payable 313,868.31 299,490.67 40,929,519.04 34,436,425.01 Accounts received in advance 710,994.16 721,601.25 8,607.09 Selling financial asset of repurchase Commission charge and commission payable Wage payable 6,151,855.55 27,658,657.03 17,897,697.28 Taxes payable -37,716.60 -37,716.60 64,981,574.02 15,372,537.49 Interest payable 270,261,883.18 165,267,072.66 Dividend payable Other accounts payable 330,159,654.82 119,551,537.86 57,034,528.39 469,229,434.21 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year Other current liabilities Total current liabilities 342,720,918.15 120,235,573.84 718,697,845.79 702,862,479.34 Non-current liabilities: Long-term loans Bonds payable Long-term account payable 334,075.00 95,450,000.00 Special accounts payable 10,598,000.03 98,000.03 19,651,018.03 151,018.03 Projected liabilities 2,118,395.79 2,118,395.79 2,118,395.79 2,118,395.79 Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 13,050,470.82 2,216,395.82 117,219,413.82 2,269,413.82 Total liabilities 355,771,388.97 122,451,969.66 835,917,259.61 705,131,893.16Chengde Dixian Textile Co., Ltd. The Third Quarterly Report For 2009 (Full Text) 7 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 706,320,000.00 706,320,000.00 706,320,000.00 706,320,000.00 Capital public reserve 395,971,144.37 394,571,587.96 395,971,144.37 394,571,587.96 Less: Inventory shares Reasonable reserve Surplus public reserve 76,791,550.17 76,791,550.17 76,791,550.17 76,791,550.17 Provision of general risk Retained profit -1,174,846,990.30 -485,687,350.46 -1,416,436,100.68 42,841,861.08 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 4,235,704.24 691,995,787.67 -237,353,406.14 1,220,524,999.21 Minority interests 118,097.36 118,097.36 Total owner’s equity 4,353,801.60 691,995,787.67 -237,235,308.78 1,220,524,999.21 Total liabilities and owner’s equity 360,125,190.57 814,447,757.33 598,681,950.83 1,925,656,892.37 4.2 Profit statement in the report period Prepared by Chengde Dixian Textile Co., Ltd. July-Sep. 2009 Unit: RMB This period The same period of last year Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 0.00 3,081,586.76 2,895,009.40 Including: Operating income 0.00 3,081,586.76 2,895,009.40 Interest income Insurance gained Commission charge and commission income II. Total operating cost 426,613,763.45 198,416.87 32,950,448.86 28,391,564.91 Including: Operating cost 4,971,205.41 4,498,530.53 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 3,490.00 3,490.00 Administration expenses 1,041,922.21 198,392.87 12,568,405.71 11,430,036.00 Financial expenses 24.00 24.00 12,294,533.32 10,537,837.55 Losses of devaluation of 425,571,817.24 3,112,814.42 1,921,670.83Chengde Dixian Textile Co., Ltd. The Third Quarterly Report For 2009 (Full Text) 8 asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 425,571,817.24 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -1,041,946.21 -198,416.87 -29,868,862.10 -25,496,555.51 Add: Non-operating income 95,800,657.03 770,970.09 317,094.02 Less: Non-operating expense -18,377,495.84 -19,062,227.87 50,475.50 475.50 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) 113,136,206.66 18,863,811.00 -29,148,367.51 -25,179,936.99 Less: Income tax expense V. Net profit (Net loss is listed with “-”) 113,136,206.66 18,863,811.00 -29,148,367.51 -25,179,936.99 Net profit attributable to owner’s of parent company 113,136,206.66 -28,513,569.19 Minority shareholders’ gains and losses -634,798.32 VI. Earnings per share i. Basic earnings per share 0.16 -0.04 ii. Diluted earnings per share 0.16 -0.04 VII. Other consolidated income VIII. Total consolidated income 113,136,206.66 18,863,811.00 -29,148,367.51 -25,179,936.99 Total consolidated income attributable to owners of parent company 113,136,206.66 18,863,811.00 -28,513,569.19 -25,179,936.99 Total consolidated income attributable to minority shareholders -634,798.32 4.3 Profit statement from year-begin to the end of report period Prepared by Chengde Dixian Textile Co., Ltd. Jan.-Sep. 2009 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 0.00 0.00 8,682,635.47 2,895,714.53 Including: Operating income 0.00 0.00 8,682,635.47 2,895,714.53 Interest income Insurance gained Commission charge and commission income II. Total operating cost 645,532,412.34 582,586,260.18 80,725,171.37 71,486,602.34 Including: Operating cost 0.00 6,606,202.77 4,498,814.25Chengde Dixian Textile Co., Ltd. The Third Quarterly Report For 2009 (Full Text) 9 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 3,990.00 3,990.00 Administration expenses 4,161,780.29 1,558,600.04 33,027,240.20 32,348,499.05 Financial expenses 15,321.12 15,226.62 37,974,923.98 32,713,628.21 Losses of devaluation of asset 641,355,310.93 581,012,433.52 3,112,814.42 1,921,670.83 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 615,013,733.63 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -30,518,678.71 -582,586,260.18 -72,042,535.90 -68,590,887.81 Add: Non-operating income 855,362,630.48 577,298,505.71 767,070.09 313,194.02 Less: Non-operating expense 583,254,841.39 523,241,457.07 51,820.50 1,820.50 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) 241,589,110.38 -528,529,211.54 -71,327,286.31 -68,279,514.29 Less: Income tax expense V. Net profit (Net loss is listed with “-”) 241,589,110.38 -528,529,211.54 -71,327,286.31 -68,279,514.29 Net profit attributable to owner’s of parent company 241,589,110.38 -528,529,211.54 -70,045,896.55 Minority shareholders’ gains and losses -1,281,389.76 VI. Earnings per share i. Basic earnings per share 0.34 -0.10 ii. Diluted earnings per share 0.34 -0.10 VII. Other consolidated income VIII. Total consolidated income 241,589,110.38 -528,529,211.54 -71,327,286.31 -68,279,514.29 Total consolidated income attributable to owners of parent company 241,589,110.38 -528,529,211.54 -70,045,896.55 -68,279,514.29 Total consolidated income attributable to minority -1,281,389.76Chengde Dixian Textile Co., Ltd. The Third Quarterly Report For 2009 (Full Text) 10 shareholders 4.4 Cash flow statement from year-begin to the end of report period Prepared by Chengde Dixian Textile Co., Ltd. Jan.-Sep. 2009 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 11,868,348.00 4,107,986.00 Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received Other cash received concerning operating activities 2,559,648.06 2,559,648.06 2,213,812.92 9,047,096.55 Subtotal of cash inflow arising from operating activities 2,559,648.06 2,559,648.06 14,082,160.92 13,155,082.55 Cash paid for purchasing commodities and receiving labor service 40,544.86 20,544.86 Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 1,124,270.00 819,811.00 3,825,695.56 3,600,731.56Chengde Dixian Textile Co., Ltd. The Third Quarterly Report For 2009 (Full Text) 11 Taxes paid 398,245.78 19,971.81 Other cash paid concerning operating activities 1,428,002.58 1,693,699.74 15,811,444.00 12,594,020.37 Subtotal of cash outflow arising from operating activities 2,552,272.58 2,513,510.74 20,075,930.20 16,235,268.60 Net cash flows arising from operating activities 7,375.48 46,137.32 -5,993,769.28 -3,080,186.05 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term assets 300,000.00 300,000.00 Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 300,000.00 300,000.00 Cash paid for purchasing fixed, intangible and other long-term assets 5,500.00 5,500.00 3,400.00 3,400.00 Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 5,500.00 5,500.00 3,400.00 3,400.00 Net cash flows arising from investing activities -5,500.00 -5,500.00 296,600.00 296,600.00 III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities Cash paid for settling debts Cash paid for dividend and profit distributing or interest payingChengde Dixian Textile Co., Ltd. The Third Quarterly Report For 2009 (Full Text) 12 Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities 13,510.00 13,510.00 40,717.20 40,717.20 Subtotal of cash outflow from financing activities 13,510.00 13,510.00 40,717.20 40,717.20 Net cash flows arising from financing activities -13,510.00 -13,510.00 -40,717.20 -40,717.20 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash equivalents -11,634.52 27,127.32 -5,737,886.48 -2,824,303.25 Add: Balance of cash and cash equivalents at the period -begin 447,257.73 365,685.40 6,316,017.15 3,250,011.31 VI. Balance of cash and cash equivalents at the period -end 435,623.21 392,812.72 578,130.67 425,708.06 4.5 Auditor’s report Auditor’s opinions: Un-audited