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ST雷伊B:2012年第一季度报告全文(英文版)2012-04-17  

						                                                          The First Quarterly Report 2012 of Guangdong Rieys Group Company Ltd.



                             Guangdong Rieys Group Company Ltd.
                               The First Quarterly Report 2012

§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 The Financial Report in the First Quarterly Report has not been audited by a CPA firm.
1.3 Chen Hongcheng, principal of the Company, and Zhou Yuhua, chief of the accounting work and
chief of the accounting organ (chief of accounting), 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. 2012                  31 Dec. 2011             Increase/decrease (%)
Total assets (Yuan)                                              540,787,828.74                 537,999,020.83                      0.52%
Owner’s equity attributable to shareholders of
                                                                 322,605,981.95                 329,546,077.42                      -2.11%
listed company (Yuan)
Share capital (Share)                                            318,600,000.00                 318,600,000.00                      0.00%
Net assets per share attributable to shareholders
                                                                              1.01                          1.03                    -1.94%
of listed company (Yuan/share)
                                                           Jan.-Mar. 2012                 Jan.-Mar. 2011           Increase/decrease (%)
Revenues (Yuan)                                                    4,005,530.44                  22,872,741.74                    -82.49%
Net profit attributable to shareholders of listed
                                                                   -6,940,095.47                 -9,402,249.89                    -26.19%
company (Yuan)
Net cash flow arising from operating activities
                                                                   4,903,404.99                   1,442,617.26                    239.90%
(Yuan)
Net cash flow per share arising from operating
                                                                              0.02                         0.005                  300.00%
activities (Yuan/share)
Basic earnings per share (Yuan/share)                                        -0.02                         -0.03                  -33.33%
Diluted earnings per share (Yuan/share)                                      -0.02                         -0.03                  -33.33%
Weighted average ROE (%)                                                    -2.13%                       -3.13%                     1.00%
Weighted average ROE after                deducting
                                                                            -2.12%                       -2.97%                     0.85%
non-recurring gains and losses (%)


Items of non-recurring gains and losses
√Applicable       □Inapplicable
                                                                                                                   Unit: RMB Yuan
                                                                            Amount from the year-begin to the
                Items of non-recurring gains and losses                                                            Notes (if applicable)
                                                                                end of reporting period
Other gains and losses that fit the definition of non-recurring gains and
                                                                                                    3,959.00
losses
Other non-operating incomes and expenses other than the items above                               -41,169.59



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                                                         The First Quarterly Report 2012 of Guangdong Rieys Group Company Ltd.



                                   Total                                                         -37,210.59                -


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 at the end of the
                                                                                                                                   14,766
                  reporting period
                                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                                                                           5,782,741 Domestically listed foreign share
ZHENG SU XIAN                                                                       1,721,318 Domestically listed foreign share
XU HAI                                                                              1,493,201 Domestically listed foreign share
LUO DONG HUI                                                                        1,441,200 Domestically listed foreign share
NGAI KWOK PAN                                                                       1,145,816 Domestically listed foreign share
CHEN JIAN SHENG                                                                     1,017,797 Domestically listed foreign share
CAI HAN CHUAN                                                                        913,400 Domestically listed foreign share
KE ZHONG FENG                                                                        789,800 Domestically listed foreign share
HAN LIANG                                                                            741,458 Domestically listed foreign share
WANG YI PING                                                                         707,213 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
    Items in the balance                                                        Increase/decrease
                                Closing balance         Opening balance                                          Explanation
            sheet                                                                     (%)
                                                                                                         Increase of pre-sale
Monetary funds                              2,499,055            1,600,750                      56.12
                                                                                                         income from real estate
Transactional financial                                                                                  Fair value changes of
                                              16,539                12,580                      31.47
assets                                                                                                   stocks
                                                                                                         Greater        effort      in
Accounts receivable                         5,828,183           13,966,564                     -58.27    collecting              goods
                                                                                                         payments
Accounts received in                                                                                     Increase of pre-sale
                                           42,308,830           14,393,199                     193.95
advance                                                                                                  income from real estate
                                                                                                         The garment export
Payroll payable                              500,268               769,813                     -35.01
                                                                                                         business was cut down.
    Items in the income                                                         Increase/decrease
                                 Jan.-Mar. 2012         Jan.-Mar. 2011                                           Explanation
        statement                                                                     (%)
                                                                                                         The garment export
Operating revenues                     4,005,530.44          22,872,741.74                     -82.49
                                                                                                         business was cut down.
                                                                                                         The garment export
Operating costs                        3,484,417.74          18,383,988.74                     -81.05
                                                                                                         business was cut down.
                                                                                                         The garment export
Operating expenses                         460,848.32         2,344,397.05                     -80.34
                                                                                                         business was cut down.
Financial expenses                     2,259,609.78           4,982,459.76                     -54.65    Decrease of bank loans
Asset impairment loss                       -5,695.32            -89,477.25                    -93.63    Bad-debt provisions
Gains and losses on                          3,959.00           172,716.48                     -97.71    Fair value changes of


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                                           The First Quarterly Report 2012 of Guangdong Rieys Group Company Ltd.


fair value changes                                                                     stocks
Investment income                  0.00          108,547.06                  -100.00


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 issued an unqualified audit report with pinpointed matters for the
2011 Annual Financial Report of the Company. The said pinpointed matters were stated mainly as
follows: “In the year 2011, the net profit attributable to owners of the Company stood at RMB
21,385,000 and at RMB -18,335,500 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, and it planned to withdraw from the garment industry step by step. The
Company took a series of improvement measures, but there still existed a significant uncertainty
about the going-concern ability of the Company.”
The Board of Directors believed that the recent loss of the Company was mainly because: a. The
real estate project could not reach settlement within the reporting period despite the fact that a
pre-sale permission was already secured for the project; and b. The Company gradually cut down
the size of its garment business so as to ensure the real estate projects. During the reporting period,
the Company continued to enhance real estate development and reached a strategic cooperation
agreement with the Shenzhen branch of China Construction Bank Co., Ltd.. After years of
adjustment, the Company’s asset and business quality has been greatly improved, and the
going-concern ability of the Company has been further improved.

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
Commitments made by the Company, its directors, supervisors, senior executives, shareholders with
a shareholding over 5%, actual controller and other stakeholders in the reporting period or such
commitments carried down into the reporting period
□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




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                                                            The First Quarterly Report 2012 of Guangdong Rieys Group Company Ltd.



                                        From year-begin to the end         Same period of last
                                                                                                                     Increase/decrease(%)
                                        of the next reporting period             year
Estimated accumulative net
                                                           -1,300.00                           -443.00 Increase                                  193.45%
profit (RMB’0000)
Basic earnings per share
                                                                -0.04                            -0.01 Increase                                  300.00%
(Yuan/share)
                               Currently, the Company is mainly engaged in real estate development and garment making.
                               Loss is expected for the forecast period is mainly because: a. Since its transformation in
Notes    to        performance 2009, the Company gradually cut down its garment business to support its real estate
forecast                       business; and b. Due to a long cycle of real estate development, although a pre-sale
                               permission has been secured for the real estate project, the project cannot reach settlement
                               within the forecast period.


3.5 Other significant events that need to be explained

3.5.1 Securities investment
√Applicable           □Inapplicable
                                                                                                                                Unit: RMB Yuan
                                                                                                                     Proportion to
                                                                                                                          total
                                                                                     Holding                                         Gains/losses
 Serial         Type of                       Short form    Initial register                           Book value as   securities
                                Stock code                                         shares as at                                    during reporting
number         securities                      of stock     capital (Yuan)                             at period-end investment as
                                                                                   period-end                                           period
                                                                                                                       at 31 Mar.
                                                                                                                       2011 (%)
                                              *ST
    1     Stock                000607         Huazhi                20,276.00                 3,700         16,539.00           100.00%         -3,737.00
                                              Holding
Other holding shares of securities investment as at
                                                                            0.00          -                         0.00             0.00%           0.00
                   period-end
Gains and losses from sale of securities investment
                                                                    -                     -                     -                -                   0.00
           during the reporting period
                            Total                                   20,276.00             -                 16,539.00                100%       -3,737.00
Explanations to the securities investment
With the purpose of increasing the utilization efficiency of idle capital, decision-making and approval for the securities
investment was conducted in accordance with powers and procedures at all management tiers. The investment was of a
small amount and a limited profit, which would have little influence on the Company’s business performance for the
reporting period.

3.5.2 Interviews, communications and visits in the reporting period
                                                                                                                           Main discussion and materials
        Time                    Place            Way of reception       Type of visitor               Visitor
                                                                                                                            provided by the Company
4 Jan. 2012          Office                     By phone            Individual            Investor                    Debt restructuring
5 Jan. 2012          Office                     By phone            Individual            Investor                    Debt restructuring
15 Mar. 2012         Office                     By phone            Individual            Investor                    Would the “ST” be removed?
                                                                                                                      Time for the disclosure of 2011
27 Mar. 2012         Office                     By phone            Individual            Investor                    Annual     Report    and   First
                                                                                                                      Quarterly Report 2012


3.6 Investment in derivative products
□Applicable          √Inapplicable

3.6.1 Derivative products held at the end of reporting period


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                                                        The First Quarterly Report 2012 of Guangdong Rieys Group Company Ltd.



□Applicable                    √Inapplicable

§4 Appendix
4.1 Balance sheet
Prepared by Guangdong Rieys Group Company Ltd                                31 Mar. 2012               Unit: RMB (Yuan)
                                                   Closing balance                                Opening balance
                  Items
                                        Consolidation            The Company            Consolidation          The Company
Current Assets:
    Monetary funds                           2,499,054.62               492,972.51           1,600,749.63             1,338,922.68
    Settlement reserves
   Lendings to banks and other
financial institutions
    Transactional financial assets               16,539.00                16,539.00             12,580.00                12,580.00
    Notes receivable
    Accounts receivable                      5,828,182.71                                   13,966,563.54
    Accounts paid in advance                89,120,705.64                                   75,651,517.03                     0.00
    Premiums receivable
  Reinsurance               premiums
receivable
   Receivable reinsurance contract
reserves
    Interest receivable
    Dividend receivable
    Other accounts receivable                27,237,819.6            136,219,491.23         26,986,296.29           139,930,122.27
  Financial assets purchased
under agreements to resell
    Inventories                            286,562,623.03                                  289,509,255.07
  Non-current assets due within 1
year
    Other current assets
Total current assets                        411,264,924.6            136,729,002.74        407,726,961.56           141,281,624.95
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                                      243,312,508.68                                 243,312,508.68
    Investing property
    Fixed assets                            91,696,661.03             86,238,823.25         92,277,519.10            87,099,643.70
    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                       28,225,068.51             28,225,068.51         28,393,365.57            28,393,365.57
    R&D expense




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                                                      The First Quarterly Report 2012 of Guangdong Rieys Group Company Ltd.



    Goodwill
    Long-term deferred expenses
    Deferred income tax assets                8,919,528.60          2,390,839.13           8,919,528.60           2,390,839.13
    Other non-current assets                   627,120.00                                    627,120.00
Total of non-current assets                 129,522,904.14        360,221,765.57         130,272,059.27         361,250,883.08
Total assets                                540,787,828.74        496,950,768.31         537,999,020.83         502,532,508.03
Current liabilities:
    Short-term borrowings                    69,699,960.00         54,699,960.00          73,699,960.00          58,699,960.00
    Borrowings from Central Bank
   Customer bank deposits and
due to banks and other financial
institutions
  Borrowings from banks and
other financial institutions
   Transactional                financial
liabilities
    Notes payable
    Accounts payable                          8,172,558.01             19,442.64          10,754,430.15              19,442.64
    Accounts received in advance             42,308,830.24                                14,393,199.24
  Financial       assets    sold      for
repurchase
  Handling     charges               and
commissions payable
  Employee’s           compensation
                                               500,267.58             175,099.53             769,812.94             160,277.69
payable
    Tax payable                               3,459,299.96            647,817.43           4,404,960.44           1,476,139.73
    Interest payable                         38,054,395.58         29,954,573.23          35,818,609.17          28,205,955.32
    Dividend payable
    Other accounts payable                   51,508,150.93        175,330,741.93          64,116,263.43         173,882,257.74
    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
Total current liabilities                   213,703,462.30        260,827,634.76         203,957,235.37         262,444,033.12
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                           213,703,462.30        260,827,634.76         203,957,235.37         262,444,033.12




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                                                            The First Quarterly Report 2012 of Guangdong Rieys Group Company Ltd.



Owners’ equity (or shareholders’
equity)
  Paid-up      capital     (or     share
                                               318,600,000.00           318,600,000.00         318,600,000.00           318,600,000.00
capital)
    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                          -134,159,774.83           -220,642,623.23       -127,219,679.36           -216,677,281.87
    Foreign exchange difference
Total equity attributable to owners
                                               322,605,981.95           236,123,133.55         329,546,077.42           240,088,474.91
of the Company
Minority interests                               4,478,384.49                                    4,495,708.04
Total owners’ equity                          327,084,366.44           236,123,133.55         334,041,785.46           240,088,474.91
Total liabilities        and     owners’
                                               540,787,828.74           496,950,768.31         537,999,020.83           502,532,508.03
equity


4.2 Income statement
Prepared by Guangdong Rieys Group Company Ltd                                    Jan.-Mar. 2012             Unit: RMB (Yuan)
                                                       Jan.-Mar. 2012                                  Jan.-Mar. 2011
                Items
                                            Consolidation            The Company            Consolidation          The Company
I. Total operating income                        4,005,530.44                                   22,872,741.74               417,000.00
Including: operating income                      4,005,530.44                                   22,872,741.74               417,000.00
         Interest income
         Premium income
      Handling charges and
commissions
II. Total cost of sales                         10,925,738.87              3,929,300.36         32,004,851.73              7,287,597.04
Including: Cost of sales                         3,484,417.74                                   18,383,988.74               400,263.99
         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
                                                                                                    40,234.73
charges
         Selling expenses                          460,848.32                                    2,344,397.05                80,000.00
         Administrative expenses                 4,726,558.35              2,177,299.60          6,343,248.70              3,306,208.83
         Financial expenses                      2,259,609.78              1,752,000.76          4,982,459.76              3,501,124.22
         Impairment loss                            -5,695.32                      0.00            -89,477.25
  Add: gain from change in fair
                                                     3,959.00                  3,959.00            172,716.48                70,745.00
value (“-” means loss)
      Gain from investment (“-”                                                                  108,547.06                69,647.12



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                                                           The First Quarterly Report 2012 of Guangdong Rieys Group Company Ltd.


means loss)
          Including: income form
investment on affiliated enterprise
and jointly enterprise
       Foreign exchange difference
(“-” means loss)
III. Business profit (“-” means
                                              -6,916,249.43             -3,925,341.36          -8,850,846.45           -6,730,204.92
loss)
     Add: non-operation income                                                                     39,995.46              20,195.45
     Less: non-business expense                   41,169.59                 40,000.00             796,895.48             672,515.50
         Including: loss           from
non-current asset disposal
IV. Total profit (“-” means loss)           -6,957,419.02             -3,965,341.36          -9,607,746.47           -7,382,524.97
     Less: Tax expense
V. Net profit (“-” means loss)              -6,957,419.02             -3,965,341.36          -9,607,746.47           -7,382,524.97
         Attributable to owners
                                              -6,940,095.47             -3,965,341.36          -9,402,249.89           -7,382,524.97
of the Company
          Minority interest                      -17,323.55                                      -205,496.58
VI. Earnings per share
          (I) Basic earnings per
                                                          -0.02                 -0.01                      -0.03               -0.02
share
          (II) Diluted earnings per
                                                          -0.02                 -0.01                      -0.03               -0.02
share
VII. Other comprehensive income
VIII. Total comprehensive income              -6,957,419.02             -3,965,341.36          -9,607,746.47           -7,382,524.97
         Attributable to owners
                                              -6,940,095.47             -3,965,341.36          -9,402,249.89           -7,382,524.97
of the Company
         Attributable to minority
                                                 -17,323.55                       0.00           -205,496.58
shareholders
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. 2012               Unit: RMB (Yuan)
                                                     Jan.-Mar. 2012                                   Jan.-Mar. 2011
               Items
                                          Consolidation             The Company            Consolidation           The Company
I. Cash flows from operating
activities:
  Cash received from sale of
commodities and rendering of                  40,058,862.13                                    42,572,139.93
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




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                                                  The First Quarterly Report 2012 of Guangdong Rieys Group Company Ltd.



  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                  2,000,000.00                                 3,186,428.37
  Other cash received relating to
                                          3,100,072.08         11,561,468.37             329,184.07             612,265.97
operating activities
    Subtotal of cash inflows from
                                         45,158,934.21         11,561,468.37          46,087,752.37             612,265.97
         operating activities
  Cash paid       for    goods     and
                                                                                      34,396,611.36
services
   Net increase of          customer
                                         16,369,358.07
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
  Cash for         paying     policy
dividends
    Cash paid to and for employees        2,012,370.55            471,243.27           4,192,045.35             444,105.17
    Various taxes paid                     931,891.66             836,285.14           2,054,017.14             853,244.73
  Other cash payment relating to
                                         20,941,908.94          7,099,890.13           4,002,461.26           2,298,514.60
operating activities
    Subtotal of cash outflows
                                         40,255,529.22          8,407,418.54          44,645,135.11           3,595,864.50
from operating activities
    Net cash flows from operating
                                          4,903,404.99          3,154,049.83           1,442,617.26           -2,983,598.53
               activities
II. Cash flows from investing
activities:
  Cash received from disposal of
                                                                                       5,000,000.00           5,000,000.00
investments
  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
                                                                                         137,189.17              87,976.00
investing activities
    Subtotal of cash inflows from
                                                                                       5,137,189.17           5,087,976.00
         investing activities



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                                                The First Quarterly Report 2012 of Guangdong Rieys Group Company Ltd.



  Cash paid to acquire fixed
assets, intangible assets and other        5,100.00                                  1,509,612.00             630,000.00
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
                                           5,100.00                                  7,242,991.63           3,514,671.88
      investing activities
     Net cash flows from investing
                                           -5,100.00                                -2,105,802.46           1,573,304.12
                activities
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          4,000,000.00           4,000,000.00          21,000,000.00          21,000,000.00
    Cash    paid    for interest
expenses and distribution of                                                           417,000.00             417,000.00
dividends or profit
     Including: dividends or profit
paid by subsidiaries to minority
shareholders
      Other cash payments relating
to financing activities
Sub-total of cash outflows from
                                       4,000,000.00           4,000,000.00          21,417,000.00          21,417,000.00
financing activities
  Net cash flows from financing
                                       -4,000,000.00         -4,000,000.00         -21,417,000.00         -21,417,000.00
             activities
IV. Effect of foreign exchange
rate changes on cash and cash
equivalents
V. Net increase in cash and cash
                                         898,304.99            -845,950.17         -22,080,185.20         -22,827,294.41
equivalents
     Add:     Cash     and      cash
                                       1,600,749.63           1,338,922.68          30,095,398.06          28,150,078.47
equivalents at year-begin
VI. Cash and cash equivalents at
                                       2,499,054.62             492,972.51           8,015,212.86           5,322,784.06
the period-end


4.4 Auditor’s report
Auditor’s opinion: un-audited



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