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 1 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 2 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 3 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 4 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 5 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 6 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 7 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 8 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 9 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 10