Guangdong Rieys Group Company Ltd The Third Quarterly Report 2011 §1 Important Notice 1.1 The Board of Directors, the Supervisory Committee and directors, supervisors and senior management of Guangdong Rieys Group Company Ltd. (hereinafter referred to as “the Company”) hereby guarantee that this report contains no false information, misleading statements or material omissions, and will, individually and collectively, accept responsibility for the factuality, accuracy and completeness of this report. 1.2 The Financial Report in the third quarterly report has not been audited by a CPA firm. 1.3 Chen Hongcheng, person in charge of the Company, Chen Peixia, person in charge of the accounting work and person in charge of the accounting organ (chief accountant) hereby confirmed that the Financial Report enclosed in the quarterly report is true and complete. §2 Company Profile 2.1 Main accounting data and financial indexes Unit: RMB Yuan As at 30 Sept. 2011 As at 31 Dec. 2010 Increase/decrease (%) Total assets (Yuan) 577,730,209.28 586,050,810.45 -1.42% Owners’ equity attributable to 297,748,347.99 308,161,044.95 -3.38% shareholders of listed company (Yuan) Share capital (Share) 318,600,000.00 318,600,000.00 0.00% Net assets per share attributable to shareholders of listed company (Yuan 0.93 0.97 -4.12% /share) Increase/decrease Increase/decrease Jul.-Sept. 2011 Jan.-Sept. 2011 year-on-year (%) year-on-year (%) Total operation income (Yuan) 28,631,955.27 -22.15% 75,393,285.38 -35.23% Net profit attributable to shareholders of -5,978,817.14 -45.30% -10,412,696.96 40.20% listed company (Yuan) Net cash flows generated from operating - - 39,050,683.78 -8.18% activities (Yuan) Net cash flows per share generated from - - 0.12 7.69% operating activities (Yuan /share) Basic earnings per share (Yuan /share) -0.02 50.00% -0.03 -66.66% Diluted earnings per share (Yuan /share) -0.02 50.00% -0.03 -66.66% Weighted average return on net assets (%) -1.99% -1.84% -3.44% 0.83% Weighted average return on net assets after deducting extraordinary gains and losses -2.16% -1.50% -6.83% -2.82% (%) Items of non-recurring gains and losses √Applicable □Inapplicable Unit: RMB Yuan Items of non-recurring gains and losses Amount Note(If applicable) Gains and losses from disposal of non-current assets 6,947,060.17 Gains and losses on change in fair value from tradable financial assets and tradable financial liabilities, as well as investment income from disposal of tradable financial assets and tradable financial liabilities 419,537.68 and financial assets available for sales except for effective hedging related with normal businesses of the Company Impairment reserves reversal of account receivables individually 3,298,325.50 taking the impairment tests Other non-operating income and expenses besides the above items -624,837.06 Effect on income tax 272,064.13 Effect on minority interest -30,283.24 1 Total 10,281,867.18 - 2.2 Total number of shareholders and shareholding of top ten shareholders holding tradable shares Unit: share Total number of shareholders at the period-end 14,865 Shareholding of top ten shareholders holding tradable shares Number of tradable shares held at Full name of shareholder Type of share period-end SU YOU HE 5,580,463 Domestically listed foreign shares QIN YU YAN 1,995,033 Domestically listed foreign shares ZHENG SU XIAN 1,721,118 Domestically listed foreign shares XU HAI 1,493,101 Domestically listed foreign shares LUO DONG HUI 1,441,200 Domestically listed foreign shares NGAI KWOK PAN (WEI GUO BIN) 1,145,816 Domestically listed foreign shares CHEN JIAN SHENG 1,017,797 Domestically listed foreign shares WANG YAN FENG 1,011,753 Domestically listed foreign shares WU CHI LI 808,800 Domestically listed foreign shares KE ZHONG FENG 789,800 Domestically listed foreign shares §3 Significant Events 3.1 Particular about large-margin change of main accounting statement item and financial index and its reason √Applicable □Inapplicable Explanations on items with an over-30% movement: Unit: RMB Yuan Items in the balance 30 Sept. 2011 31 Dec. 2010 Movement (%) Explanation sheet Repayment of loans to China Construction Monetary funds 6,621,985 30,095,398 -78.00 Bank Receivables from Rieys Paper were Accounts receivable 29,882,296 60,384,108 -50.51 collected. Prepayment for the construction of real Prepayments 99,849,740 69,492,605 43.68 estate development projects launched by Hengda Real Estate Short-term Loans granted by China Construction 93,999,960 158,500,000 -40.69 borrowings Bank were repaid. A borrowing of RMB 63.70 million from Other payables 89,010,429 34,590,357 157.33 a related party Operating revenues 75,393,285.38 116,408,282.07 -35.23 Less export Operating costs 59,292,969.88 86,610,473.31 -31.54 Less export Operating expenses 4,968,826.02 9,780,506.27 -49.20 Less export 3.2 Progress and influence of significant events, as well as the analysis on solutions 3.2.1 Non-standard audit opinion √Applicable □Inapplicable Asia (Group) Accounting Firm issued an unqualified audit report with pinpointed matters for the 2010 Annual Financial Report of the Company. The said pinpointed matters were stated as, “We warn the users of financial statements to pay attention to the content of Notes to the Financial Statements X (10), which is in the year 2010, net profit attributable to owners of the parent company stood at RMB -41,187,000 and at RMB -42,204,000 after deducting non-recurring gains and losses. In 2010, the main business scope of the Company was transformed from garments to both garments and real estate development. The real estate projects have been started but not pre-sold, there still existed uncertainty whether the real estate business would generate a profit or not. The Company had disclosed in detail improvement measures to be taken in the notes to the financial statements, but there still existed a significant uncertainty about the going-concern ability of the Company. The statements above will not affect the 2 unqualified audit opinion that has been issued.” The Board of Directors is of the opinion that the biggest obstacle to the Company’s development has been removed through the asset exchange at the end of 2009, which greatly improves its asset quality. Although the Company is still in loss in the reporting period, a loss reduction about RMB 4.20 million has been achieved as compared with the loss about RMB 14.61 million in the same period of last year. As is shown, the loss is decreasing. The real estate projects in Puning currently developed by the Company are on smooth progress with about RMB 40 million being input in the projects accumulatively during the first half year of 2011, thus the construction of the projects can be implemented as schedule basically. Meanwhile, the target of national macro control on real estate indicates that the demands in real estate market are large in cities like Puning. To sum up, the Company’s business is beginning to turn in a positive direction and its continual operation ability is fully guaranteed. 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 procedures □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 Commitments made by the Company, its directors, supervisors, senior executives, shareholders with an over 5% shareholding, actual controller and other stakeholders during the reporting period, or such commitments carried down into the reporting period: □Applicable √Inapplicable 3.4 Warnings of possible losses or major changes of the accumulative net profit achieved during the period from year-begin to the end of the next reporting period compared with the same period of last year, as well as explanation on reasons √Applicable □Inapplicable Performance forecast Deficit From year-begin to the end of Same period of last year Increase/decrease(%) the next reporting period Estimated accumulative net -1,700.00 -4,219.00 Decrease -59.70% profit (RMB’0000) Basic earnings per share -0.05 -0.13 Decrease -61.53% (Yuan/share) Currently, the main business scope of the Company is garments production and real estate development, the reasons of the loss reduction in the net profit incurred in the period from the year-begin to the end of the next reporting period are as follows: (1) Real estate projects developed by the Company are still in the development phase and they could not Notes to performance forecast be completed and settled within the year 2011, and the profits of garments production can’t turn the Company to be profit; (2) Investment income was gained from the sales of Shenzhen Missk Fashion Co., Ltd. during the reporting period; (3) The debts reorganization with China Construction Bank hasn’t been finished, so the deducted interest can’t be recorded into current gains and losses temporarily. 3.5 Other significant events that need to be explained 3.5.1 Investments into securities √Applicable □Inapplicable Unit: RMB Yuan Serial Securities variety Stock code Short form Initial Shares held at Book value at Proportion in Gains or 3 No. of stock investment period-end period-end total losses in amount (share) securities the (Yuan) investment at reporting period-end period (%) *ST China 1 Stock 000607 Union 20,239.00 3,700 17,353.00 100.00% -2,886.00 Holdings Other securities investments held at period-end 0.00 - 0.00 0.00% 0.00 Gains/ losses from securities investment sold in the - - - - 422,423.68 reporting period Total 20,239.00 - 17,353.00 100% 419,537.68 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, all procedure, and internal control rules as well as decision approval of conducting securities investment. 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 Reception of research, interviews and visits in the reporting period Main discussion and materials provided Time Place Way of reception Visitor by the Company Inquiring about the progress of the Company’s real estate development and 27 Jul. 2011 Office of the Board Communication by telephone Investor the status on debt repayment for China Construction Bank Inquiring about the Company’s basic 25 Aug. 2011 Office of the Board Communication by telephone Investor situation and the progress of its real estate development Inquiring about the Company’s overall 30 Aug. 2011 Office of the Board Communication by telephone Investor operation situation and the progress of its real estate development Inquiring about the progress of the Company’s real estate development and 8 Sept. 2011 Office of the Board Communication by telephone Investor the status of debt for China Construction Bank Inquiring about the progress of the Company’s real estate development 19 Sept. 2011 Office of the Board Communication by telephone Investor projects and the situation of the subsequent projects 3.6 Investments into derivatives □Applicable √Inapplicable 3.6.1 Positions of derivatives investments held at the period-end □Applicable √Inapplicable § 4 Appendix 4.1 Balance sheet Prepared by Guangdong Rieys Group Company Ltd 30 Sept. 2011 Unit: RMB (Yuan) Balance as at 30 Sept. 2011 Balance as at 31 Dec. 2010 Items Consolidation The Company Consolidation The Company Current assets: Monetary funds 6,621,984.57 1,282,203.21 30,095,398.06 28,150,078.47 Settlement funds Outgoing call loans Transaction financial asset 17,353.00 17,353.00 Notes receivable Account receivable 29,882,296.11 60,384,107.71 Prepayment 99,849,740.14 968,244.00 69,492,604.59 338,244.00 Insurance premium receivables 4 Reinsurance accounts receivable Reinsurance contract reserve receivables Interest receivable Dividend receivable Other accounts receivable 22,463,216.63 137,899,881.40 27,781,691.68 106,997,618.63 Financial assets purchased under agreements to resell Inventories 239,488,367.57 205,006,377.50 Non-current assets due within 1 5,000,000.00 5,000,000.00 year Other current assets Total current assets 398,322,958.02 140,167,681.61 397,760,179.54 140,485,941.10 Non-current assets: Loan and payment on other’s behalf disbursed Available-for-sale financial assets Held to maturity investments Long-term account receivable Long-term equity investment 243,312,508.68 243,312,509.68 Investment property Fixed asset 105,465,570.24 99,602,812.16 110,872,936.68 103,288,925.43 Project in process Engineering material 54,526.00 54,526.00 54,526.00 54,526.00 Fixed asset disposal Production biological asset Oil-gas assets Intangible assets 65,313,522.27 65,313,522.27 66,441,172.05 66,441,172.05 Development expense Goodwill Long-term deferred expense Deferred tax assets 7,753,552.75 2,311,644.02 10,056,556.18 5,048,816.11 Other non-current assets 820,080.00 865,440.00 Total non-current assets 179,407,251.26 410,595,013.13 188,290,630.91 418,145,949.27 Total assets 577,730,209.28 550,762,694.74 586,050,810.45 558,631,890.37 Current liabilities: Short-term borrowings 93,999,960.00 78,999,960.00 158,500,000.00 143,500,000.00 Borrowing from central Bank Deposits received and held for others Call loan received Transaction financial liabilities Notes payable Account payable 5,743,109.31 19,442.64 5,208,298.06 19,442.64 Account received in advance 125,104.24 39,821.24 Financial assets sold under agreements to repurchase Handling charges and commission payable Payroll payable 1,100,933.69 174,894.93 1,316,693.31 163,554.90 Taxes payable 3,673,138.01 635,239.69 6,660,913.34 1,460,207.15 Interest payable 81,801,155.36 73,929,683.66 67,636,166.85 61,952,339.22 Dividend payable Other payables 89,010,429.35 191,637,839.61 34,590,357.22 122,403,842.79 Account due to reinsurance Insurance contract reserve Entrusted trading of securities Entrusted selling of securities Non-current liabilities due within 1 year Other current liabilities 99,671.66 Total current liabilities 275,453,829.96 345,397,060.53 274,051,921.68 329,499,386.70 5 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities Deferred taxes liabilities Other non-current liabilities Total non-current liabilities Total liabilities 275,453,829.96 345,397,060.53 274,051,921.68 329,499,386.70 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 318,600,000.00 318,600,000.00 318,600,000.00 318,600,000.00 Capital reserve 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 General risk provision Retained earnings -159,017,408.79 -251,400,122.57 -148,604,711.83 -227,633,253.11 Foreign exchange difference Total equity attributable to owners 297,748,347.99 205,365,634.21 308,161,044.95 229,132,503.67 of the Company Minority interest 4,528,031.33 3,837,843.82 Total owner’s equity 302,276,379.32 205,365,634.21 311,998,888.77 229,132,503.67 Total liabilities and owner’s 577,730,209.28 550,762,694.74 586,050,810.45 558,631,890.37 equity 4.2 Income statement for Jul.-Sept. 2011 Prepared by Guangdong Rieys Group Company Ltd Jul.-Sept. 2011 Unit: RMB (Yuan) Jul.- Sept. 2011 Jul.- Sept. 2010 Items Consolidation The Company Consolidation The Company I. Total sales 28,631,955.27 417,000.00 36,779,725.03 417,000.00 Including: Sales 28,631,955.27 417,000.00 36,779,725.03 417,000.00 Interests income Premium income Handling charges and commission income II. Total cost of sales 34,214,917.08 9,113,638.60 39,280,127.71 8,671,557.76 Including: Cost of sales 21,616,352.97 400,263.99 28,907,253.37 400,263.99 Interests expenses Handling charges and commission income Insurance discharge payment Claim expenses-net Provision for insurance contract reserves-net Insurance policy dividend paid Reinsurance expense Business taxes and surcharges 30,231.42 Distribution expenses 606,491.12 3,242,078.96 96.00 Administrative expenses 4,304,286.97 2,290,430.39 6,186,898.92 3,832,223.80 6 Financial costs 7,788,524.55 6,422,944.22 6,190,251.26 4,438,973.97 Impairment loss -100,738.53 -5,276,586.22 Add: gain/(loss) from change in 89,761.52 58,977.00 fair value (“-” means loss) Investment income (“-” means 313,876.62 50,722.60 loss) Including: income from investment on affiliated enterprise and jointly enterprise Foreign exchange difference (“-” means loss) III. Operating profit (“-” means -5,179,323.67 -8,586,939.00 -2,500,402.68 -8,254,557.76 loss) Add: non-business income 7,310.23 0.80 Less: non-business expense -52,474.08 100.00 189,644.72 115,610.52 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) -5,119,539.36 -8,587,039.00 -2,690,046.60 -8,370,168.28 Less: tax expense 849,066.46 14,744.25 793,996.87 0.00 V. Net profit (“-” means loss) -5,968,605.82 -8,601,783.25 -3,484,043.47 -8,370,168.28 Attributable to equity holders of -5,978,817.14 -8,601,783.25 -3,266,996.73 -8,370,168.28 the Company Minority interests 10,211.32 0.00 -217,046.74 0.00 VI. Earnings per share (I) Basic earnings per share -0.02 -0.03 -0.01 -0.03 (II) Diluted earnings per share -0.02 -0.03 -0.01 -0.03 Ⅶ. Other composite income 0.00 0.00 0.00 0.00 Ⅷ. Total composite income -5,968,605.82 -8,601,783.25 -3,484,043.47 -8,370,168.28 Attributable to owners of the -5,978,817.14 -8,601,783.25 -3,266,996.73 -8,370,168.28 Company Attributable to minority 10,211.32 0.00 -217,046.74 0.00 shareholders Where there were business combinations under the same control in this reporting period, the combined parties achieved net profit of RMB 0.00 before the combinations. 4.3 Income statement for Jan.-Sept. 2011 Prepared by Guangdong Rieys Group Company Ltd Jan.-Sept. 2011 Unit: RMB (Yuan) Jan.-Sept. 2011 Jan.-Sept. 2010 Items Consolidation The Company Consolidation The Company I. Total sales 75,393,285.38 1,277,000.00 116,408,282.07 9,240,130.70 Including: Sales 75,393,285.38 1,277,000.00 116,408,282.07 9,240,130.70 Interests income Premium income Handling charges and commission income II. Total cost of sales 90,500,339.85 21,771,759.37 125,518,717.52 35,231,775.71 Including: Cost of sales 59,292,969.88 1,200,791.97 86,610,473.31 9,461,885.25 7 Interests expenses Handling charges and commission income Insurance discharge payment Claim expenses-net Provision for insurance contract reserves-net Insurance policy dividend paid Reinsurance expense Business taxes and surcharges 51,215.21 88,281.17 Distribution expenses 4,968,826.02 80,000.00 9,780,506.27 86,207.28 Administrative expenses 16,267,416.34 7,582,797.99 19,717,157.18 10,805,661.69 Financial costs 17,204,957.22 13,186,661.70 19,415,451.62 15,465,119.06 Impairment loss -7,285,044.82 -278,492.29 -10,093,152.03 -587,097.57 Add: gain/(loss) on change in -2,886.00 -2,886.00 fair value (“-” means loss) Gain/(loss) on investment (“-” 8,482,728.17 120,369.72 0.00 means loss) Including: income from investment on associate and jointly-run ventures Gain or loss on foreign exchange difference (“-” means loss) III. Operating profit (“-” means -6,627,212.30 -20,377,275.65 -9,110,435.45 -25,991,645.01 loss) Add: non-business income 79,979.69 20,195.45 58,913.19 16,218.01 Less: non-business expense 1,818,061.07 672,617.17 1,000,944.65 897,005.92 Including: loss from disposal of non-current assets IV. Total profit (“-” means loss) -8,365,293.68 -21,029,697.37 -10,052,466.91 -26,872,432.92 Less: tax expense 2,593,366.67 2,737,172.09 5,154,292.44 146,774.39 V. Net profit (“-” means loss) -10,958,660.35 -23,766,869.46 -15,206,759.35 -27,019,207.31 Attributable to equity holders -10,412,696.96 -23,766,869.46 -14,606,499.51 -27,019,207.31 of the Company Minority interests -545,963.39 0.00 -600,259.84 0.00 VI. Earnings per share (I) Basic earnings per share -0.03 -0.07 -0.05 -0.08 (II) Diluted earnings per share -0.03 -0.07 -0.05 -0.08 Ⅶ. Other composite income 0.00 0.00 0.00 0.00 Ⅷ. Total composite income -10,958,660.35 -23,766,869.46 -15,206,759.35 -27,019,207.31 Attributable to owners of the -10,412,696.96 -23,766,869.46 -14,606,499.51 -27,019,207.31 Company Attributable to minority -545,963.39 0.00 -600,259.84 0.00 shareholders Where there were business combinations under the same control from the year-begin to the period-end, the combined parties achieved net profit of RMB 0.00 before the combinations. 8 4.4 Cash flow statement for Jan.-Sept. 2011 Prepared by Guangdong Rieys Group Company Ltd Jan.-Sept. 2011 Unit: RMB (Yuan) Jan.- Sept. 2011 Jan.-Sept. 2010 Items Consolidation The Company Consolidation The Company 1. Cash flows from operating activities: Cash received from sales of 105,292,182.82 26,000.00 114,070,486.25 19,829,227.73 goods or rending of services Net increase of deposits received and held for others Net increase of loans from central bank Net increase of call loans from other financial institutions Cash received against original insurance contract Net cash received from reinsurance Net increase of client deposit and investment Net increase of disposal of held-for-trading financial assets Cash received as interest, handling charges and commissions Net increase of call loans Net increase of cash received under repurchasing Tax and fare refunds 6,586,428.37 8,746,650.76 Other cash received from 90,067,664.71 78,409,396.28 67,437,537.25 59,872,464.64 operating activities Sub-total of cash inflow 201,946,275.90 78,435,396.28 190,254,674.26 79,701,692.37 from operating activities Cash paid for goods and 123,091,462.09 88,826,246.11 4,063,354.38 services Net increase of loans and advances from customers Net increase of deposits in central bank, banks and other financial institutions Cash paid for original contract claims Cash paid for interest, fees and commissions Cash paid for policy dividend Cash paid to and for 11,526,570.72 851,193.74 18,692,973.48 1,957,857.86 employees Cash paid for various taxes 2,837,268.51 875,650.87 6,393,708.65 3,232,602.91 and fares Other cash paid relating to 25,440,290.80 42,375,668.65 33,812,736.68 39,082,021.40 operating activities Sub-total of cash outflows 162,895,592.12 44,102,513.26 147,725,664.92 48,335,836.55 from operating activities Net cash flows from 39,050,683.78 34,332,883.02 42,529,009.34 31,365,855.82 operating activities II. Cash Flows from Investing Activities Cash received from 16,708,535.70 10,767,498.51 2,000,000.00 2,000,000.00 investment retractions 9 Cash received from investment income Net cash received from disposal of fixed assets, intangible 175,000.00 52,000.00 389,600.00 assets and other long-term assets Net cash received from disposal of subsidiaries and other 1.00 1.00 operating units Other cash received relating to investing activities Sub-total of cash inflows of 16,883,536.70 10,819,499.51 2,389,600.00 2,000,000.00 investing activities Cash paid for acquisition of fixed assets, intangible assets and 2,210,675.00 636,350.00 4,683,398.60 3,818,240.63 other long-term assets Cash paid for acquisition of 11,306,351.02 5,667,367.79 investments Net increase of pledge loans Net cash paid for acquisition of subsidiaries and other operating units Other cash paid relating to 174,067.95 investing activities Sub-total of cash outflows of 13,691,093.97 6,303,717.79 4,683,398.60 3,818,240.63 investing activities Net cash flows from 3,192,442.73 4,515,781.72 -2,293,798.60 -1,818,240.63 investing activities III. Cash Flows from Financing Activities: Cash received from investment Including: cash received by subsidiaries from minority shareholders Cash received from borrowings Cash received from bonds issuing Other cash received relating to financing activities Sub-total of cash inflows of financing activities Cash paid for repayment of 64,500,040.00 64,500,040.00 33,283,227.30 27,465,595.39 borrowings Cash paid for dividends, 1,216,500.00 1,216,500.00 1,004,468.57 152,501.00 profit distribution or interest Including: dividends or profits paid to minority shareholders by subsidiaries Other cash paid relating to financing activities Sub-total of cash outflows 65,716,540.00 65,716,540.00 34,287,695.87 27,618,096.39 of financing activities Net cash flows from -65,716,540.00 -65,716,540.00 -34,287,695.87 -27,618,096.39 financing activities IV. Effect of foreign exchange rate on cash and cash equivalents V. Net decrease in cash and cash -23,473,413.49 -26,867,875.26 5,947,514.87 1,929,518.80 equivalents Add : Opening amount of 30,095,398.06 28,150,078.47 2,168,571.06 647,412.49 cash and cash equivalents VI. Closing balance of cash and 6,621,984.57 1,282,203.21 8,116,085.93 2,576,931.29 cash equivalents 10 4.5 Auditor’s report Audit opinion: Un-audited 11