The First Quarterly Report 2011 of Guangdong Rieys Group Company Ltd. Guangdong Rieys Group Company Ltd. The First Quarterly Report 2011 §1. Important Notice 1.1 The Board of Directors, the Supervisory Committee as well as directors, supervisors and senior management of Guangdong Rieys Group Company Ltd (hereinafter referred to as “the Company”) warrant that this report does not contain any false or misleading statements or omit any material facts and will shoulder individual and joint responsibility for the factuality, accuracy and completeness of the contents of this report. 1.2 Directors, supervisors and senior management had no object on this report. 1.3 All other directors attended in person the board meeting where this quarterly report was reviewed. 1.4 The Financial Report of the First Quarterly Report has not been audited by a CPA firm. 1.5 Chen Hongcheng, Person in charge of the Company, and Chen Peixia, Chief Financial Officer as well as person in charge of accounting organ, hereby declare that they would guarantee the authenticity and completeness of the Financial Report in this Quarterly Report. English version for reference only. Should there be any discrepancy between the two versions, the Chinese version shall prevail. §2 Company Profile 2.1 Main accounting data and financial indices Unit: RMB Yuan 31 Mar. 2011 31 Dec. 2010 Increase/decrease (%) Total assets (Yuan) 561,129,455.34 586,050,810.45 -4.25% Owner’s equity attributable to shareholders 298,758,795.06 308,161,044.95 -3.05% of listed company (Yuan) Share capital (Share) 318,600,000.00 318,600,000.00 0.00% Net assets per share attributable to 0.94 0.97 -3.09% shareholders of listed company (Yuan/share) Jan.-Mar. 2011 Jan.-Mar. 2010 Increase/decrease (%) Operating revenue (Yuan) 22,872,741.74 40,059,360.01 -42.90% Net profit attributable to shareholders of -9,402,249.89 -5,807,090.68 0.00% listed company (Yuan) Net cash flow arising from operating 1,442,617.26 27,935,193.95 -94.84% activities (Yuan) Net cash flow per share arising from 0.0045 0.0876 -94.86% operating activities (Yuan/share) Basic earnings per share (Yuan/share) -0.03 -0.02 -50.00% Diluted earnings per share (Yuan/share) -0.03 -0.02 -50.00% Weighted average ROE (%) -3.10% -1.94% -1.16% Weighted average ROE after deducting -2.94% -1.81% -1.13% non-recurring gains and losses (%) Items of non-recurring gains and losses √Applicable □Inapplicable Unit: RMB Yuan 1 The First Quarterly Report 2011 of Guangdong Rieys Group Company Ltd. Amount from the year-begin to Items of non-recurring gains and losses Note(if applicable) the end of reporting period Gains and losses from disposal of non-current assets 2,600.00 Government subsidies recorded into current gains and losses, excluding those related closely to the routine business of the 172,716.48 Company and continuously enjoyed by the Company at fixed amounts or ratios according to state policies and regulations Gains/losses from fair value changes of transactional financial assets and liabilities held by the Company, and investment gains from disposal of transactional financial assets and liabilities and 108,547.06 financial assets available for sale, excluding effective hedging business related to the Company’s common operations Other non-operating incomes and expenses, excluding the -759,500.02 aforesaid items Impact on income tax -9,072.87 Impact on minority interest -10,075.47 Total -494,784.82 2.2 Total number of shareholders at the end of the reporting period and statement on shares held by the top ten shareholders with shares not subject to trading moratorium Unit: Share Total number of shareholders 15,233 The top ten shareholders holding shares not subject to trading moratorium Full name of shareholders Tradable shares held at period-end Type of share SU YOU HE 5,941,363 Domestically listed foreign share ZHEN SU XIAN 1,721,118 Domestically listed foreign share LUO DONG HUI 1,400,000 Domestically listed foreign share XU HAI 1,378,800 Domestically listed foreign share NGAI KWOK PAN 1,145,816 Domestically listed foreign share TAIFOOK SECURITIES COMPANY 1,087,459 Domestically listed foreign share LIMITED-ACCOUNT CLIENT WANG YAN FENG 969,259 Domestically listed foreign share DUAN DE JIN 732,100 Domestically listed foreign share CHEN ZHEN QI 701,800 Domestically listed foreign share KE ZHONG FENG 699,900 Domestically listed foreign share §3. Significant events 3.1 Particular about large-margin change in main item of accounting statement and financial index and reason for change √Applicable □Inapplicable Explanation on items with a movement over 30%: Items in the balance Increase/decrease Closing balance Opening balance Explanation sheet (%) Receipt of some goods Monetary funds 8,015,213 30,095,398 -73.37 payments and inter-Group payments Transactional financial 5,877,454 0 Stock investments assets 2 The First Quarterly Report 2011 of Guangdong Rieys Group Company Ltd. Receipt of some goods payments and decrease Accounts receivable 40,357,187 60,384,108 -33.17 of sales in the first quarter Receipt of the rest of the payment for equity interests of Shanxi Non-current assets due 0 5,000,000 -100.00 Chuanglian Information within one year Network Technology Co., Ltd. transferred by the Company Some payables for Accounts payable 3,592,937 5,208,298 -31.02 goods were settled. Items in the income Increase/decrease Jan.-Mar. 2011 Jan.-Mar. 2010 Explanation statement (%) Revenue from the 22,872,742 40,059,360 -42.90 Decrease of export main business Costs of the main 18,383,989 27,125,462 -32.23 Decrease of export business Selling expense 2,344,397 3,843,779 -39.01 Decrease of sales Gains on fair value Fair value changes of 172,716 0 changes stock investments Income from stock Investment income 108,547 0 investments No income tax payable due to decrease of Income tax expense 0 1,909,038 -100.00 export and deficits of subsidiaries 3.2 The progress of significant events and its influence, as well as the analysis and explanation on solutions 3.2.1 Non-standard audit opinion √Applicable □Inapplicable ASIA (Group) Accounting Firm, the audit agency engaged by the Company for the 2010 annual audit, issued an unqualified audit report with highlighted events for the Company’s annual report of 2010. The highlighted events were as follows, “We would like to inform readers of financial report that as stated in (X) under Note. X, the net profit attributable to shareholders of parent company stood at RMB -4,118,700 for 2010, and at RMB -42,204,000 after deducting non-occurring gains and losses. In 2010, the main business of the Company was changed to real estate development and garments from garments. As the real estate project has been put into operation and net yet conduct pre-sale that there still existed uncertainty to whether the real estate business would generate a profit or not. Rieys Group Company Ltd has disclosed the intended solutions to adapt, but the ability of consistent business operation is still of materially uncertainty. This paragraph has no impact on the audited opinions that has bee revealed.” Now that garments and real estate project constitute the main business of the Company that though traditional garments business still under normal operation, its profitability is lower than cost of all operations. Meanwhile, the real estate project is periodic and still under development stage. In 2010, the Company would further vitalizing inventory assets, continuing adopting forceful method to clear accounts receivable, selling business of brand name garments, keeping subsidies with profitability, draw all resources to focus on development and construction of real estate item, 3 The First Quarterly Report 2011 of Guangdong Rieys Group Company Ltd. endeavour to make profit on main business in 2011. Through several years of adjustment, business of the Company has transformed from single garments to both garments and real estate development that big improvement has been made on the quality of the assets of the Company. Moreover, the Company properly settled band loan problem and capital problem that troubled the Company for long term, so the consistent operation ability of the Company achieved a big advance. 3.2.2 Whether the Company provided funds to the controlling shareholder or its related parties or provided guarantees to external parties in violation of the prescribed procedure □Applicable √Inapplicable 3.2.3 Signing and execution of significant contracts concerning routine operations □Applicable √Inapplicable 3.2.4 Others □Applicable √Inapplicable 3.3 Fulfillment of commitments made by the Company, shareholders and the actual controller □Applicable √Inapplicable 3.4 Warnings of possible loss or great change of the accumulated net profit made during the period from the beginning of the year to the end of the next reporting period compared with the same period of the last year according to prediction, as well as explanations on the reasons √Applicable □Inapplicable Performance forecast Deficit From year-begin to the end Same period of last Increase/decrease(%) of the next reporting period year Estimated accumulative net -750.67 -1,133.95 Decrease -33.80% profit (RMB’0000) Basic earnings per share -0.0235 -0.0355 Decrease -33.80% (Yuan/share) The Company revealed a decrease in deficit when compared to corresponding period of last Notes to performance year mainly due to the Company gained investment income of about RMB 6.5 million for forecast sale of Shenzhen Missk Fashion Co., Ltd.(The said exchange still need to forward to the Board of Directors for review and approval.) 3.5 Other significant events that need to be explained 3.5.1 Securities investment √Applicable □Inapplicable Unit: Yuan Proportion to total Gains/losses Short Holding Book value Serial Type of Initial register securities during Stock code form of shares as at as at number securities capital (Yuan) investment reporting stock period-end period-end as at 31 Mar. period 2011 (%) 4 The First Quarterly Report 2011 of Guangdong Rieys Group Company Ltd. 1 Stock 600135 Luck film 5,600,000.00 358,600 5,877,454.00 100.00% 108,547.06 Other holding shares of securities investment 0.00 - 0.00 0.00% 0.00 as at period-end Gains and losses from sale of securities - - - - 0.00 investment during the reporting period Total 5,600,000.00 - 5,877,454.00 100% 108,547.06 Explanations for particulars about securities investment With purpose of promoting the use efficiency of idle capital, securities investment of the Company is in accordance with management authorities and all procedure as well as decision approval of conducting securities. While securities investment of the Company is of a small amount, low profitability that has a little impact on business performance of the reporting period. 3.5.2 Interviews, communications and visits in the reporting period Time Location Means Investor Topics discussed and information provided Communication by Inquired about current operating 21 Feb. 2011 Office Individual investor telephone information of the Company Communication by Inquired about when the Company 25 Feb. 2011 Office Individual investor telephone disclosures the First Quarterly Report 2011 Communication by Inquired about operating information of 8 Mar. 2011 Office Individual investor telephone the Company in 2010 Communication by Inquired about the process of the real 10 Mar. 2011 Office Individual investor telephone estate item Communication by Inquired about financial data of the 29 Mar. 2011 Office Individual investor telephone Company such as current net assets etc. Inquired about whether the Company Communication by would confront with delisting risk warning 31 Mar. 2011 Office Individual investor telephone and particulars on development of real estate item 3.6 Investment in derivative products □Applicable √Inapplicable 3.6.1 Derivative products held at the end of reporting period □Applicable √Inapplicable §4 Appendix 4.1 Balance sheet Prepared by Guangdong Rieys Group Company Ltd 31 Mar. 2011 Unit: RMB (Yuan) Closing balance Opening balance Items Consolidation Parent Company Consolidation Parent Company Current Assets: Monetary funds 8,015,212.86 5,322,784.06 30,095,398.06 28,150,078.47 Settlement reserves Lendings to banks and other financial institutions Transactional financial assets 5,877,454.00 2,937,088.00 Notes receivable Accounts receivable 40,357,186.77 60,384,107.71 5 The First Quarterly Report 2011 of Guangdong Rieys Group Company Ltd. Accounts paid in advance 77,701,187.68 968,244.00 69,492,604.59 338,244.00 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 27,462,574.40 106,836,415.50 27,781,691.68 106,997,618.63 Financial assets purchased under agreements to resell Inventories 214,413,483.82 205,006,377.50 Non-current assets due within 1 year 5,000,000.00 5,000,000.00 Other current assets 9,853.19 Total current assets 373,836,952.72 116,064,531.56 397,760,179.54 140,485,941.10 Non-current assets: Entrusted loans and advances granted Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment 243,312,509.68 243,312,509.68 Investing property Fixed assets 108,770,263.29 101,915,748.24 110,872,936.68 103,288,925.43 Construction in progress Engineering materials 54,526.00 54,526.00 54,526.00 54,526.00 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 66,065,288.79 66,065,288.79 66,441,172.05 66,441,172.05 R&D expense Goodwill Long-term deferred expenses 865,440.00 Deferred income tax assets 10,056,556.18 5,048,816.11 10,056,556.18 5,048,816.11 Other non-current assets 2,345,868.36 Total of non-current assets 187,292,502.62 416,396,888.82 188,290,630.91 418,145,949.27 Total assets 561,129,455.34 532,461,420.38 586,050,810.45 558,631,890.37 Current liabilities: Short-term borrowings 137,500,000.00 122,500,000.00 158,500,000.00 143,500,000.00 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Borrowings from banks and other financial institutions 6 The First Quarterly Report 2011 of Guangdong Rieys Group Company Ltd. Transactional financial liabilities Notes payable Accounts payable 3,592,936.66 19,442.64 5,208,298.06 19,442.64 Accounts received in advance 39,821.24 39,821.24 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation payable 1,229,715.70 158,494.93 1,316,693.31 163,554.90 Tax payable 5,455,132.72 636,670.29 6,660,913.34 1,460,207.15 Interest payable 71,549,693.59 65,045,806.99 67,636,166.85 61,952,339.22 Dividend payable Other accounts payable 39,371,013.13 122,351,026.83 34,590,357.22 122,403,842.79 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due within 1 year Other current liabilities 99,671.66 Total current liabilities 258,738,313.04 310,711,441.68 274,051,921.68 329,499,386.70 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 258,738,313.04 310,711,441.68 274,051,921.68 329,499,386.70 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 318,600,000.00 318,600,000.00 318,600,000.00 318,600,000.00 Capital reserves 52,129,496.58 52,129,496.58 52,129,496.58 52,129,496.58 Less: Treasury stock Specific reserves Surplus reserves 86,036,260.20 86,036,260.20 86,036,260.20 86,036,260.20 Provisions for general risks Retained profits -158,006,961.72 -235,015,778.08 -148,604,711.83 -227,633,253.11 Foreign exchange difference Total equity attributable to owners 298,758,795.06 221,749,978.70 308,161,044.95 229,132,503.67 7 The First Quarterly Report 2011 of Guangdong Rieys Group Company Ltd. of the Company Minority interests 3,632,347.24 3,837,843.82 Total owners’ equity 302,391,142.30 221,749,978.70 311,998,888.77 229,132,503.67 Total liabilities and owners’ equity 561,129,455.34 532,461,420.38 586,050,810.45 558,631,890.37 4.2 Income statement Prepared by Guangdong Rieys Group Company Ltd Jan.-Mar.2011 Unit: RMB (Yuan) Jan.-Mar. 2011 Jan.-Mar. 2010 Items Consolidation Parent company Consolidation Parent company I. Total operating income 22,872,741.74 417,000.00 40,059,360.01 3,537,411.88 Including: operating income 22,872,741.74 417,000.00 40,059,360.01 3,537,411.88 Interest income Premium income Handling charges and commissions II. Total cost of sales 32,004,851.73 7,287,597.04 43,991,389.74 11,561,708.29 Including: Cost of sales 18,383,988.74 400,263.99 26,987,411.47 3,194,757.21 Interests expenses Handling charges and commission expenses Cash surrender value Net amount of claims Net amount of withdrawn from the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 40,234.73 33,971.52 Selling expenses 2,344,397.05 80,000.00 3,843,779.24 82,645.28 Administrative expenses 6,343,248.70 3,306,208.83 7,853,254.18 3,745,066.99 Financial expenses 4,982,459.76 3,501,124.22 5,272,973.33 4,539,238.81 Impairment loss -89,477.25 Add: gain from change in fair value (“-” means loss) 172,716.48 70,745.00 Gain from investment (“-” means loss) 108,547.06 69,647.12 Including: income form investment on affiliated enterprise and jointly enterprise Foreign exchange difference (“-” means loss) III. Business profit (“-” means loss) -8,850,846.45 -6,730,204.92 -3,932,029.73 -8,024,296.41 Add: non-operation income 39,995.46 20,195.45 56,898.01 16,198.01 Less: non-business expense 796,895.48 672,515.50 510,868.69 505,557.55 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) -9,607,746.47 -7,382,524.97 -4,386,000.41 -8,513,655.95 Less: Tax expense 1,528,264.59 V. Net profit (“-” means loss) -9,607,746.47 -7,382,524.97 -5,914,265.00 -8,513,655.95 8 The First Quarterly Report 2011 of Guangdong Rieys Group Company Ltd. Attributable to owners of parent company -9,402,249.89 -7,382,524.97 -5,807,090.68 -8,513,655.95 Minority interest -205,496.58 -107,174.32 VI. Earnings per share (I) Basic earnings per share -0.03 -0.02 -0.02 -0.03 (II) Diluted earnings per share -0.03 -0.02 -0.02 -0.03 VII. Other comprehensive income VIII. Total comprehensive income -9,607,746.47 -7,382,524.97 -5,914,265.00 -8,513,655.95 Attributable to owners of parent company -9,402,249.89 -7,382,524.97 -5,807,090.68 -8,513,655.95 Attributable to minority shareholders -205,496.58 -107,174.32 Where there were business combinations under the same control in the reporting period, the combined parties achieved net profits of RMB 0.00 before the combinations. 4.3 Cash flow statement Prepared by Guangdong Rieys Group Company Ltd Jan.-Mar. 2011 Unit: RMB (Yuan) Jan.-Mar. 2011 Jan.-Mar. 2010 Items Consolidation Parent company Consolidation Parent company I. Cash flows from operating activities: Cash received from sale of commodities and 42,572,139.93 30,110,637.75 14,158,030.00 rendering of service Net increase of deposits from customers and dues from banks Net increase of loans from the central bank Net increase of funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of deposits of policy holders and investment fund Net increase of disposal of tradable financial assets Cash received from interest, handling charges and commissions Net increase of borrowings from banks and other financial institutions Net increase of funds in repurchase business Tax refunds received 3,186,428.37 4,550,420.99 Other cash received relating to operating activities 329,184.07 612,265.97 36,398,695.78 21,293,830.00 Subtotal of cash inflows from operating activities 46,087,752.37 612,265.97 71,059,754.52 35,451,860.00 Cash paid for goods and services 34,396,611.36 24,618,026.21 4,464,482.00 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions 9 The First Quarterly Report 2011 of Guangdong Rieys Group Company Ltd. Cash for paying policy dividends Cash paid to and for employees 4,192,045.35 444,105.17 7,919,124.00 868,719.00 Various taxes paid 2,054,017.14 853,244.73 1,428,192.00 173,710.00 Other cash payment relating to operating activities 4,002,461.26 2,298,514.60 9,159,218.36 5,740,262.00 Subtotal of cash outflows from operating 44,645,135.11 3,595,864.50 43,124,560.57 11,247,173.00 activities Net cash flows from operating activities 1,442,617.26 -2,983,598.53 27,935,193.95 24,204,687.00 II. Cash flows from investing activities: Cash received from disposal of investments 5,000,000.00 5,000,000.00 2,000,000.00 2,000,000.00 Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities 137,189.17 87,976.00 Subtotal of cash inflows from investing activities 5,137,189.17 5,087,976.00 2,000,000.00 2,000,000.00 Cash paid to acquire fixed assets, intangible assets 1,509,612.00 630,000.00 3,875,648.83 3,818,241.00 and other long-term assets Cash paid for investment 5,733,379.63 2,884,671.88 Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from investing activities 7,242,991.63 3,514,671.88 3,875,648.83 3,818,241.00 Net cash flows from investing activities -2,105,802.46 1,573,304.12 -1,875,648.83 -1,818,241.00 III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing activities Repayment of borrowings 21,000,000.00 21,000,000.00 3,299,999.00 3,299,999.00 Cash paid for interest expenses and distribution of 417,000.00 417,000.00 152,501.00 152,501.00 dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to financing 19,000,000.00 19,000,000.00 activities Sub-total of cash outflows from financing activities 21,417,000.00 21,417,000.00 22,452,500.00 22,452,500.00 Net cash flows from financing activities -21,417,000.00 -21,417,000.00 -22,452,500.00 -22,452,500.00 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash equivalents -22,080,185.20 -22,827,294.41 3,607,045.12 -66,054.00 Add: Cash and cash equivalents at year-begin 30,095,398.06 28,150,078.47 2,168,571.06 647,412.00 VI. Cash and cash equivalents at the period-end 8,015,212.86 5,322,784.06 5,775,616.18 581,358.00 4.4 Auditor’s report Auditor’s opinion: un-audited 10