GUANGDONG RIEYS GROUP COMPANY LTD. SEMI-ANNUAL REPORT 2012 I. Important Notes The Board of Directors, the Supervisory Committee, directors, supervisors and senior executives of Guangdong Rieys Group Company Ltd. (hereinafter referred to as “the Company”) warrant that this report does not contain any false information, misleading statement or material omission and will take individual and/or joint liabilities for the factuality, accuracy and completeness of this report. All other directors than the following ones attended in person the board session for reviewing the semi-annual report. Reason for not attending the Name of director Office title Name of proxy session in person Chen Honghai Director For the reason of his work shujianlong dinglihong Director For the reason of his work liuyong chenxuewen Director For the reason of his work caishaohe The company principal, the person-in-charge of the accounting work and the chief of the accounting division (head of accounting) hereby ensure that the financial report enclosed in this report is factual and complete. English translation for reference only. Should there be any discrepancy between the two versions, the Chinese version shall prevail. II. Company Profile (I)Basic information A-share code 000168 B-share code 200168 A-share abbreviation B-share abbreviation ST Rieys B Stock exchange listed with Shenzhen Stock Exchange Legal Chinese name of the 广东雷伊(集团)股份有限公司 Company Abbr. of the legal Chinese 雷伊 name of the Company Legal English name of the GUANGDONG RIEYS GROUP COMPANY LTD Company Abbr. of the legal English Rieys name of the Company Legal representative of the Chen Hongcheng Company Registered address Meixin Industrial Park of Jun Bu Town, Puning, Guangdong Postal code for the registered 515300 address Room 4003-4008, 40/F International Chamber of Commerce Tower, No. 3 Fuhua Road, Futian Office address District, Shenzhen Postal code for the office 518001 address Internet website of the http://www.rieys.com Company Email address rieys@live.cn 1 (II)For contact Company Secretary Securities Affairs Representative Name Xu Wei No one for now Room 4003-4008, 40/F International Room 4003-4008, 40/F International Contact address Chamber of Commerce Tower, No. 3 Chamber of Commerce Tower, No. 3 Fuhua Road, Futian District, Shenzhen Fuhua Road, Futian District, Shenzhen Tel. 0755-82250045 0755-82250045 Fax 0755-82251182 0755-82251182 E-mail xw@200168.com xw@200168.com (III)About information disclosure and where the semi-annual report is placed Newspapers designated by the Company for Securities Times, Hongkong Ta Kung Pao information disclosure Internet website designated by CSRC for http://www.cninfo.com.cn disclosing the semi-annual report Room 4003-4008, 40/F International Chamber of Commerce Tower, No. 3 Fuhua Where the semi-annual report is placed Road, Futian District, Shenzhen III. Financial and Business Highlights (I)Major accounting data and financial indexes Any retrospective adjustment in previous financial statements? □Yes √No □ Inapplicable Major accounting data Major accounting data Reporting period (Jan.-Jun.) Same period of last year Increase/decrease (%) Gross operating revenues (RMB Yuan) 7,617,917.19 46,761,330.11 -83.71% Operating profit (RMB Yuan) -14,191,827.75 -1,447,888.63 880.17% Total profit (RMB Yuan) -14,248,606.05 -3,245,754.32 338.99% Net profit attributable to shareholders of -13,570,192.44 -4,433,879.82 206.56% the Company (RMB Yuan) Net profit attributable to shareholders of the Company after deducting non-recurring -13,521,248.24 -14,295,604.90 -5.42% gains and losses (RMB Yuan) Net cash flow from operating activities 12,681,286.44 21,934,225.27 -42.18% (RMB Yuan) As at the end of this As at the end of last year Increase/decrease (%) reporting period Total assets (RMB Yuan) 585,528,029.93 537,999,020.83 8.83% Owners’ equity attributable to shareholders 315,975,884.98 329,546,077.42 -4.12% of the Company (RMB Yuan) Share capital (share) 318,600,000.00 318,600,000.00 0% Major financial indexes Major financial indexes Reporting period (Jan.-Jun.) Same period of last year Increase/decrease (%) Basic EPS (RMB Yuan/share) -0.04 -0.01 300% Diluted EPS (RMB Yuan/share) -0.04 -0.01 300% Basic EPS after deducting non-recurring -0.04 -0.04 0% gains and losses (RMB Yuan/share) Fully diluted ROE(%) -4.29% -1.46% -2.83% 2 Weighted average ROE(%) -4.2% -1.45% -2.75% Fully diluted ROE after deducting -4.28% -4.17% -0.11% non-recurring gains and losses(%) Weighted average ROE after deducting -4.19% -4.67% 0.48% non-recurring gains and losses(%) Net cash flow per share from operating 0.0398 0.0688 -42.15% activities (RMB Yuan/share) As at the end of this As at the end of last year Increase/decrease (%) reporting period Net assets per share attributable to shareholders of the Company (RMB 0.99 1.03 -3.88% Yuan/share) Liability/asset ratio(%) 45% 38% 7% Notes to major accounting data and financial indexes before the end of this reporting period (please write an adjustment note if there’s any retrospective adjustment) (II)Accounting data differences under the domestic and overseas accounting standards 1. Net profit and net asset differences between financial reports disclosed according to the international and Chinese accounting standards respectively □Applicable √Inapplicable 2. Net profit and net asset differences between financial reports disclosed according to the overseas and Chinese accounting standards respectively □Applicable √Inapplicable 3. Specific items involving significant difference Involved provisions of Items involving significant Amount (RMB Yuan) Reason for the difference international and/or overseas difference accounting standards 4. Notes to accounting data differences under the domestic and overseas accounting standards (III)Items of non-recurring gains and losses √Applicable □Inapplicable Items Amount (RMB Yuan) Notes Gains and losses on disposal of non-current assets Tax rebate, reduction or exemption due to un-authorized approval or the lack of formal approval documents Government grants recognized in the current year, except for those acquired in the ordinary course of business or granted at certain quotas or amounts according to the country’s unified standards Capital occupation fees received from non-financial enterprises that are included in current gains and losses Gains generated when the investment costs of the Company’s acquiring subsidiaries, associates and joint ventures are less than the fair value of identifiable net assets in the investees attributable to the Company in the 3 acquisition of the investments Exchange gains and losses of non-monetary assets Gains and losses through entrusting others to invest or manage assets Various asset impairment provisions due to acts of God such as natural disasters Gains and losses on debt restructuring Enterprise reorganization expenses, such as expenses on employee settlement and integration Gains and losses on the parts exceeding the fair value when prices of transactions become unfair Net current gains and losses from the period-begin to the combination date of subsidiaries due to business combinations under the same control Gains and losses on contingent matters which are irrelevant to the normal operation of the Company Gains and losses on fair value changes of transactional financial assets and liabilities, and investment gains on disposal of transactional financial assets and liabilities and available-for-sale financial assets, except for the effective hedging business related to the Company’s normal operation Reversal of impairment provisions for accounts receivable which are separately tested for impairment signs Gains and losses on entrustment loans from external parties Gains and losses on fair value changes of investing properties for which the fair value method is adopted for subsequent measurement Current gain and loss effect due to a just-for-once adjustment to current gains and losses according to requirements of taxation and accounting laws and regulations Custodian fee income from entrusted operations with the Company Other non-operating incomes and expenses besides the -56,778.30 items above Other gain and loss items that meet the definition of non-recurring gains and losses Gains and losses on fair value changes of transactional 3,404.00 financial assets held Income tax -4,512.09 Net profit -48,862.21 Minority shareholder income 81.99 Total -48,944.20 -- Explanation given by the Company to “other gain and loss items that meet the definition of non-recurring gains and losses” and when it recognizes a non-recurring gain and loss item as a recurring one according to the nature and features of its ordinary business Amount involved (RMB Item Notes Yuan) 4 IV. Changes in Share Capital and Particulars about Shareholders (I)Changes in share capital 1. Statement of changes of shares □Applicable √Inapplicable 2. Changes of shares subject to trading moratorium □Applicable √Inapplicable (II)Issuance and listing of securities 1. Securities issues in the previous three years □Applicable √Inapplicable 2. Changes of the Company’s share number and structure, as well as the corresponding changes in its asset-liability structure □Applicable √Inapplicable 3. Existing employee shares □Applicable √Inapplicable (III)Shareholders and actual controller 1. Total number of shareholders at the end of the reporting period The Company had 14312 shareholders in total at the end of the reporting period. 2. Shareholding of the top ten shareholders Particulars about shares held by the top ten shareholders holding tradable shares √Applicable □Inapplicable Total number of shareholders 14312 Particulars about shares held by the top ten shareholders Shareholdin Number of Pledged or frozen shares Name of shareholder (full Nature of Total shares held g percentage non-tradable Status of Number of name) shareholder at the period-end (%) shares held shares shares PUNING Domestic SHENGHENGCHANG 117,855,000.0 non-state-owned 36.99% 117,855,000.00 TRADE DEVELOPMENT 0 corporation CO., LTD SHENZHEN RISHENG Domestic CHUANGYUAN ASSET non-state-owned 10.68% 34,020,000.00 34,020,000.00 MANAGEMENT CO., LTD. corporation Domestic SHANTOU LIANHUA non-state-owned 3.81% 12,150,000.00 12,150,000.00 INDUSTRIAL CO., LTD. corporation Domestic natural SU YOUHE 4.54% 7,023,955.00 0.00 person SHANGHAI HONG KONG INTERNATIONAL Foreign corporation 1.31% 2,026,069.00 0.00 SECURITIES LIMITED 5 Domestic natural ZHENG SUXIAN 1.04% 1,600,000.00 0.00 person Domestic natural LUO DONG HUI 0.93% 1,441,200.00 0.00 person Domestic natural XU HAI 0.87% 1,350,400.00 0.00 person Domestic natural NGAI KWOK PAN 0.74% 1,145,816.00 0.00 person Domestic natural CAI HANCHUAN 0.68% 1,046,135.00 0.00 person Particulars about shares held by the top ten shareholders holding tradable shares √Applicable □Inapplicable Number of tradable shares Type and number of shares Name of shareholder held Type Number SU YOUHE 7,023,955.00 B-shares 7,023,955.00 SHANGHAI HONG KONG 2,026,069.00 B-shares 2,026,069.00 INTERNATIONAL SECURITIES LIMITED ZHENG SUXIAN 1,600,000.00 B-shares 1,600,000.00 LUO DONG HUI 1,441,200.00 B-shares 1,441,200.00 XU HAI 1,350,400.00 B-shares 1,350,400.00 NGAI KWOK PAN 1,145,816.00 B-shares 1,145,816.00 CAI HANCHUAN 1,046,135.00 B-shares 1,046,135.00 CHEN JIANSHENG 1,017,797.00 B-shares 1,017,797.00 GU KUNYI 969,440.00 B-shares 969,440.00 KE ZHONGFENG 828,800.00 B-shares 828,800.00 There existed related-party relationship among Puning Shenghengchang Trade Explanation on associated relationship or/and Development Co., Ltd., Shenzhen Risheng Chuangyuan Asset Management Co., persons acting in concert among the Ltd. and Shantou Lianhua Industrial Co., Ltd.. Whether there existed above-mentioned shareholders related-party relationship among other shareholders is unknown. 3. Controlling shareholder and actual controller (1)Change of the controlling shareholder and actual controller □Applicable √Inapplicable (2)Particulars about the controlling shareholder and actual controller Is there a new actual controller? □ Yes √ No □ Inapplicable Name of the actual controller Chen Hongcheng Type of the actual controller Individual Notes: Chen Hongcheng, the actual controller, born in 1958, with bachelor degree. Now he is the standing commissar of political consultative conference of Puning, the special commissar of political consultative conference of Guangdong Province, Vice Chairman of Costume Association of Guangdong Province and Vice Chairman of Costume Association of Shenzhen City, as well as the director of Puning Shenghengchang Trade Development Co., Ltd. for a term. He has ever been the deputy of the National People’s Congress of Jieyang City and Guangdong Province. (3)Illustration on the relationship between the Company and its actual controller. 6 Chen Hongcheng Chen Honghai 70% 30% Puning Shenghengchang Trade Development Co., Ltd. 36.99% The Company (4)The actual controller controls the Company via trust or other ways of asset management. □Applicable √Inapplicable 4. Other corporate shareholders with a shareholding over 10% √Applicable □Inapplicable Registere Legal Incorporated Main operating business or Name of corporate shareholder d capital Currency representative date management activities (’0000) Invest and initiate industries (the detailed project till further declared); domestic commerce, material supply and marketing industry (excluding monopoly commodities); investment Shenzhen Risheng Chuangyuan Asset Ma Chanying 8 Sept. 2000 consultation and information 25,00 CNY Management Co., Ltd. consultation (excluding projects limited by laws and administration regulations; certification shall be gained for the above mentioned limited projects). Notes (IV)Convertible corporate bonds □Applicable √Inapplicable V. Directors, Supervisors and Senior Management 7 (I)Shareholding changes of directors, supervisors and senior management Receive Number of Number of payment Of which: Number of Beginning Ending date Number of shares shares Number of from number of stock options Reason for Name Office term Gender Age date of the of the office shares held at increased in decreased in shares held at shareholder restricted held at change office term term period-begin reporting reporting period-end units or other shares held period-end period period related-party units or not? Chen Chairman Male 54 28 Dec. 2009 27 Dec. 2012 0 0 0 0 0 0 No Hongcheng Vice Ding Lihong Male 41 28 Dec. 2009 27 Dec. 2012 0 0 0 0 0 Yes chairman Chen 0 0 0 0 0 0 0 Director Male 57 28 Dec. 2009 27 Dec. 2012 Yes Honghai Chen 0 0 0 0 0 0 0 Director Female 32 28 Dec. 2009 27 Dec. 2012 Yes Xuewen Independent 0 0 0 0 0 0 0 Liu Yong Male 35 28 Dec. 2009 27 Dec. 2012 No director Independent 0 0 0 0 0 0 0 Su Jianlong Male 48 28 Dec. 2009 27 Dec. 2012 No director Independent 0 0 0 0 0 0 0 Cai Shaohe Male 51 28 Dec. 2009 27 Dec. 2012 No director Chairman of 0 0 0 0 0 0 0 Yan Mingfei the Male 44 28 Dec. 2009 27 Dec. 2012 No Supervisory 8 Committee Huang 0 0 0 0 0 0 0 Supervisor Female 46 28 Dec. 2009 27 Dec. 2012 No Yanfang 30 Sept. 0 0 0 0 0 0 0 Li Ning Supervisor Male 43 27 Dec. 2012 No 2011 Zhou Yuhua CFO Male 44 28 Nov. 2011 27 Dec. 2012 0 0 0 0 0 0 0 No Company 0 0 0 0 0 0 0 Xu Wei Male 35 11 Dec. 2009 27 Dec. 2012 No secretary Total -- -- -- -- -- 0 0 0 0 0 0 0 -- Equity incentives granted to directors, supervisors and senior management during the reporting period □Applicable √Inapplicable 9 (II)Post-holding particulars Post-holding in shareholders units √Applicable □Inapplicable Name of the Position in person holding Receives payment the Beginning date Ending date of any post in any Name of the shareholder unit from the shareholder shareholder of office term office term shareholder unit? unit unit Puning Shenghengchang Trade Chen Honghai Director Yes Development Co., Ltd. Shenzhen Risheng Chuangyuan Asset Ding Lihong Director Yes Management Co., Ltd. Shenzhen Risheng Chuangyuan Asset Chen Xuewen Director Yes Management Co., Ltd. Notes to post-holding in shareholder units Post-holding in other units √Applicable □Inapplicable Name of the person holding Position in Beginning date Ending date of Receives payment Name of other unit any post in other unit of office term office term from other unit? other units Shenzhen Pinghai Certified Public Liu Yong Partner Yes Accountants Shenzhen China Energy Conservation and Chairman of Su Jianlong Yes Environmental Protection Co., Ltd. the Board Superintende Cai Shaohe Chenghai Auditor’ Firm Yes nt Notes to post-holding in other units (III)Remuneration for directors, supervisors and senior management Decision-making In accordance with the Articles of Association, the remuneration of the directors and supervisors are procedure for the determined by the Shareholders’ General Meeting of the Company; while the remuneration of the senior remuneration of directors, management are determined by the Shareholders’ General Meeting, the Board of Directors and relevant supervisors and senior remuneration systems. management Basis for determining the In accordance with the proposal on Formulation of Remuneration of Senior Executives examined and remuneration of directors, passed at the 1st Session of the 2nd Board of Director for Year 2002 and Proposal on Adjusting Allowance 10 supervisors and senior of Directors, Independent Director and Supervisors examined and passed at 2007 Annual Shareholder’ management General Meeting, directors and independent directors of the Company drew their annual allowance of RMB 50,000 (tax included) respectively from the Company; supervisors of the Company received the annual allowance of RMB 15,000 (tax included) respectively. The Company reimbursed the reasonable charges according to the actual situation which independent directors attended the Board sessions, shareholders’ general meetings or exercise their functions and powers in accordance with the relevant laws and regulations and Articles of Association. Actual payment of the remuneration of directors, Paid monthly. supervisors and senior management (IV)Change of directors, supervisors and senior management Name Position Way of change Date of change Reason for change (V)Employees Number of on-job employees 156.00 Number of retired employees for whom the Company shall bear 0.00 expenses Function structure Type of function Number of personnel Production 72.00 Sale 14.00 Technical 30.00 Financial 12.00 Administration 28.00 Level of education Level of education Number of personnel Master degree 2.00 University 33.00 Junior college 40.00 High school and below 81.00 VI. Report of the Board of Directors (I)Discussion and analysis by the management For the reporting period, the Company achieved operating revenue of RMB 7.62 million, down 83.71% as compared with RMB 46.76 million at the same period of last year; operating profit of RMB -14.19 million, up 880.17% over RMB -1.45 million from a year earlier; and net profit 11 attributable to the Company of RMB -13.57 million, up 206.06% over RMB -4.43 million at the same period of last year. The operating revenue, operating cost, operating expense, operating profit and net profit attributable to owners of the Company changed over last year mainly because the Company was going to shift to single real estate business, so the Company continued to cut down the garment business in the reporting period and focused on real estate development with its resources; however, although the real estate projects have been put on advance sale, but they haven’t reached settlement yet. The closing balance of monetary funds was RMB 4.39 million, up 174.42% over the opening balance of RMB 1.60 million, which was mainly due to the increase of income from advance sale of real estate projects. The closing balance of accounts receivable was RMB 8.51 million, down 39.04% over the opening balance of RMB 13.97 million, which was mainly because the Company collected back some garment payments. The closing balance of accounts payable was RMB 8.43 million, down 21.63% over the opening balance of RMB 10.75 million, which was mainly because the Company paid for some credit purchases. The closing balance of other payables was RMB 6.35 million, down 90.10% over the opening balance of RMB 64.12 million, which was mainly because the Company repaid borrowings of RMB 48.41 million to related parties. The closing balance of accounts received in advance was RMB 141 million, up 880.06% over the opening balance of RMB 14.39 million, which was mainly due to the increase of income from advance sale of real estate projects. During the reporting period, the Company continued to work on development of the Shangdi Central Project in Puning and the project went on well. Some houses were expected to be available for hand-over by the end of 2012 and the corresponding sales income would be recognized. At the same time, the Company proactively talked with the lending banks so as to deal with the overdue loans properly. For the reporting period, the Company accumulatively repaid loan principals and interest of RMB 9.50 million to the Guangzhou branch of Everbright Bank. These overdue loans were expected to come to a settlement by the end of the year. Is the Company’s actual business performance 20% lower or higher than any earning forecast or business plan for the report period which has been publicly disclosed earlier? □Applicable □No √Inapplicable 1. Main business lines and their operating results (1)Main business lines classified by industries and products Unit: RMB Yuan Increase/decrease Increase/decrease Increase/decrease of operating of gross profit of operating cost Operating Gross profit rate revenue rate compared Industry/product Operating cost compared with revenue (%) compared with with the same the same period the same period period last year last year (%) last year (%) (%) Industries Manufacture 7617917.19 5242728.04 31.18 -81.06 -84.89 11.42 Trade Products 12 Garments 7617917.19 5242728.04 31.18 -81.06 -84.89 11.42 (2)Main business lines classified by regions Unit: RMB Yuan Increase/decrease compared with the same Region Operating revenue period last year (%) Garments for export 2815199.68 -93.49 Garments for domestic sale 4802717.51 -14.20 Subtotal 7617917.19 -84.41 Internal counteraction of purchase and sale -100.00 Total 7617917.19 -83.40 (3)Reasons for any significant change in main business and its structure □Applicable √Inapplicable (4)Reasons of significant changes in profitability of main business (gross profit rate) compared with that in the last year □Applicable √Inapplicable (5)Analysis on reasons of significant changes in profit breakdown compared with the last year □Applicable √Inapplicable (6)Business nature, main products/services and net profit of joint ventures contributing over 10% to the Company’s net profit □Applicable √Inapplicable (7)Problems and difficulties in operation 1. The Board of Directors has noticed that the controlling result appears and the controlling scope will further expand with the elaboration and implementation of national controlling measures on housing price. Therefore, the Company will accelerate the development of real estate and take effective measures to counter any new changes. 2. The capital issue is still the biggest problem for the Company’s development. Under the circumstances of tight macro capital, especially the controlling policies on real estate sector, the Company temporarily has not any direct or indirect financing channel. Therefore, the Company will take effective measures to expand the financing channels. 3. The foundation of the real estate business lies in its land resource reserves available for constant development. Although the Company has actively expanded its projects over the past few years, the Company has no other land reserves except the Shangdi 13 Central in Puning. Therefore, the Company will accelerate to explore projects so as to complete the subsequent land reserves in the next half year of 2012.. 2. Internal control rules relevant to the measurement of fair value □Applicable √Inapplicable 3. Foreign-currency financial assets and liabilities held □Applicable √Inapplicable (II)Investments 1. General utilization of the raised funds □Applicable √Inapplicable 14 2. Projects promised to be invested with raised funds □Applicable √Inapplicable 15 3. Change of projects invested with raised funds □Applicable √Inapplicable 4. Significant projects invested with non-raised funds □Applicable √Inapplicable (III)Revision of the Board of Directors’ business plan for the second half of the year □Applicable √Inapplicable (IV)Business performance estimate for Jan.-Sept. 2012 Warnings of estimated possible losses or major changes of the accumulative net profit achieved during the period from the beginning of the year to the end of the next report period compared with the same period of last year, as well as the reasons √Applicable □Inapplicable Business performance forecast: Loss Type of the business performance forecast data √Exact number □Interval number From the year-begin to the end Same period of +/-(%) of the next reporting period last year Estimated cumulative net loss: loss:about 2000wanyuan □ --√ Up □ Down 92.12% profit (RMB Ten thousand) 1041wanyuan Basic EPS (RMB Yuan/share) loss:about0.06yuan loss:0.02yuan □ -- √Up □ Down 200% Notes to the business performance forecast (V)Explanation of the Board of Directors on “Non-standard Auditing Report” issued by the CPA firm for the report period □Applicable √Inapplicable (VI)Explanation of the Board of Directors on changes and solutions of the issues involved in the “Non-standard Auditing Report” issued by the CPA firm for last year √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 as, “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. Despite a series of improvement measures taken by the Company, there still existed uncertainty about the going-concern ability of the Company. 16 The Board of Directors believes that the recent loss of the Company is mainly due to the fact that the real estate projects that the Company has obtained advance sale permits for have not been completed and reached settlement, and that the Company is cutting down the garment business step by step in order to ensure resources for real estate projects. According to the Company’s estimation, some of its real estate projects will be completed and reach settlement to generate gains by the end of the year. During the reporting period, the Company continued to enhance development and sale of its real estate projects and reached a strategic cooperation agreement with China Construction Bank. At the same time, it proactively and properly dealt with the overdue loans with other banks. Upon adjustments of recent years, the quality of the Company’s business and assets has improved greatly and the Company has now great ability for sustained operation. (VII)State the discussion results of the Board of Directors on the reasons and influence of the Company’s accounting policy and estimate alterations or significant accounting error correction □Applicable √Inapplicable (VIII)Formulation and execution of the Company’s cash dividend policy In order to standardize the dividends distribution of the Company and advance it to establish scientific, sustainable and stable dividends distribution system, the 3rd Session of the 5th Board of Directors of the Company reviewed and approved the revision of partial articles about profits distribution policies in the original Articles of Association in accordance with the Circular on Further Implementing Regulations for Dividends Distribution of Listed Companies (Guang-Dong-Zheng-Jian [2012] No. 91) issued by Guangdong CSRC and Circular on Further Implementing Issues about Cash Dividends Distribution of Listed Companies issued by CSRC, which make detailed regulations on principle, detailed policies, review procedures of profits distribution policies, and changes in profits distribution policies as well as using principles of retained profits, etc.. (IX)Pre-plan for profit distribution or turning capital reserve into share capital □Applicable √Inapplicable (X)The accumulative retained profit as at the end of 2011 is a positive number but the Company has not put forward a cash dividend pre-plan. □Applicable √Inapplicable (XI)Other matters that need to be disclosed (XII)The Company’s liabilities, credit changes and future cash arrangements for debt-clearing (Only listed companies with convertible corporate bonds are required to fill the table below.) □Applicable √Inapplicable 17 VII. Significant Events (I)Corporate governance In accordance with the Code of Corporate Governance of Listed Companies and other relevant regulations issued by CSRC, the Company constructs and gradually perfects the governance structures of Shareholders’ General Meeting, Board of Directors and Supervisory Committee, and the actual situation on corporate governance of the Company is basically in line with the requirements of Code of Corporate Governance of Listed Companies and other regulations. In the future, the Company will make corporate governance as an important basic work to enhance its competitiveness, and constantly perfect its modern enterprise system. (II)Execution of the plans for profit distribution, turning capital reserve into share capital or new share issuance which had been made in the previous period and were carried out in the report period □Applicable √Inapplicable 18 (III) Significant litigations and arbitrations □Applicable √Inapplicable The Company was not involved in any significant lawsuit or arbitration during the reporting period. 19 (IV) Bankruptcy or reorganization events □Applicable √Inapplicable (V) Holding equity of other listed companies and joint financial enterprises 1. Securities investment √Applicable □Inapplicable Proportion in Number of Initial Closing the total Gain/loss in shares held at Serial Variety of Code of Abbr. of investment carrying closing the reporting the No. securities securities securities amount amount securities period (RMB period-end (RMB Yuan) (RMB Yuan) investment Yuan) (Share) amount (%) Huazhi 1 Stock 000607 20239.00 3700 15984.00 100% 3404.00 Holding Other securities investments held at the period-end 0.00 -- 0.00 0% 0.00 Gain/loss on selling securities in the reporting period -- -- -- -- 0.00 Total 20239.00 -- 15984.00 100% 3404.00 Disclosure date of the board announcement of securities investment approval Disclosure date of the general meeting announcement of securities investment approval Notes to securities investment: For the purpose of increasing the utilization efficiency of idle funds, the Company made decisions and approved securities investments according to specified management power and procedures at all tiers. Profit from these investments was limited because the investment amounts were small, so it would not have major impact on the business performance of the Company for the reporting period. 2. Holding equity of other listed companies □Applicable √Inapplicable Notes to holding equity of other listed companies: 3. Holding equity of non-listed financial enterprises □Applicable √Inapplicable Notes to holding equity of non-listed financial enterprises 20 4. Trading stocks of other listed companies □Applicable √Inapplicable Notes to trading stocks of other listed companies: (VI) Assets transaction events 21 1. Purchase of assets □Applicable √Inapplicable Notes to purchase of assets: 2. Sale of assets □Applicable √Inapplicable Notes to sale of assets: 3. Exchange of assets □Applicable √Inapplicable Notes to exchange of assets 22 4. Business combination □Applicable √Inapplicable 5. Progress of these events after the publication of the assets reorganization report or public notices on the purchases or sales of assets, as well as the influences of these events on the operation results and financial status of the Company in the reporting period □Applicable √Inapplicable (VII) Explanation on shareholding increase scheme during the reporting period proposed or implemented by the principal shareholders and act-in-concert persons □Applicable √Inapplicable (VIII) Implementation situation and influence of equity incentive plan of the Company □Applicable √Inapplicable (IX) Significant related-party transactions 23 1. Related-party transactions relevant to routine operation □Applicable √Inapplicable 2. Related-party transactions regarding purchase and sale of assets □Applicable √Inapplicable 3. Significant related-party transitions with joint investments □Applicable √Inapplicable 4. Significant credits and liabilities with related parties □Applicable √Inapplicable Capital occupation during the reporting period and debt-clearing progress □Applicable √Inapplicable The accountability plan forward by the Board of Directors when the Company had not completed collecting the capital occupied for non-operating purposes by the end of the reporting period □Applicable √Inapplicable 24 5. Other significant related-party transactions Naught (X) Significant contracts and execution 1. The trust, contract and lease whose profits reaching more than 10% (including 10%) of the total profits of the Company in the reporting period (1) Status of trust □Applicable √Inapplicable (2) Status of contracting □Applicable √Inapplicable (3) Status of leasing □Applicable √Inapplicable 2. Guarantees provided by the Company □Applicable √Inapplicable 25 3. Entrusted financial management □Applicable √Inapplicable 26 4. Performance of significant contracts relevant to routine operation □Applicable √Inapplicable 5. Other significant contracts □Applicable √Inapplicable (XI) Explanation on issuing corporate bonds □Applicable √Inapplicable (XII) Performance of commitments 1. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the reporting period, or such commitments carried down into the reporting period □Applicable √Inapplicable 2. The Company’s assets or projects exist profitable prediction and the reporting period is in such prediction period, it states the profits from the assets or projects reaching original prediction and relevant reasons □Applicable √Inapplicable (XIII) Items of other comprehensive income Unit: RMB Yuan Items Jan.-Jun. 2012 Jan.-Jun. 2011 1. Profits/(losses) from available-for-sale financial assets 0.00 0.00 Less: Effects on income tax generating from available-for-sale 0.00 0.00 financial assets Net amount transferred into profit and loss in the current period that 0.00 0.00 recognized into other comprehensive income in prior period Subtotal 0.00 0.00 2. Interests in the investee entities’ other comprehensive income as per 0.00 0.00 equity method Less: Effects on income tax generating from the interests in the 0.00 0.00 investee entities’ other comprehensive income as per equity method Net amount transferred into profit and loss in the current period that 0.00 0.00 recognized into other comprehensive income in prior period Subtotal 0.00 0.00 27 3. Profits/(losses) from cash flow hedging instrument 0.00 0.00 Less: Effects on income tax generating from cash flow hedging 0.00 0.00 instrument Net amount transferred into profit and loss in the current period that 0.00 0.00 recognized into other comprehensive income in prior period The adjustment value that is the converted initial recognition amount of 0.00 0.00 arbitrage project Subtotal 0.00 0.00 4. Converted amount of foreign currency financial statements 0.00 0.00 Less: Net value of disposal of oversea operations that recognized into 0.00 0.00 current profit and loss Subtotal 0.00 0.00 5. Other 0.00 0.00 Less: Effects on income tax generating from the others that included 0.00 0.00 into other comprehensive income Net amount transferred into profit and loss in the current period that 0.00 0.00 recognized into other comprehensive income in prior period Subtotal 0.00 0.00 Total 0.00 0.00 (XIV) Particulars about researches, visits and interviews received in this reporting period Main discussion and Time of reception Place of reception Way of reception Visitor type Visitor materials provided by the Company Debt reorganization 4 Jan. 2012 Company Office By phone Individual Investor progress Debt reorganization 5 Jan. 2012 Company Office By phone Individual Investor progress Is the Company able to 15 Mar. 2012 Company Office By phone Individual Investor get rid of “ST” this year? Time for annual report 13 Apr. 2012 Company Office By phone Individual Investor disclosure The Company’s operation 18 May 2012 Company Office By phone Individual Investor status (XV) Particulars about engagement and disengagement of CPAs firm Has this semi-annual report been audited? □ Yes √ No □ Inapplicable Has the CPAs firm been changed? 28 □ Yes √ No □ Inapplicable (XVI) Particulars about punishment and rectification order received by the Company, its directors, supervisors, senior executives, shareholders, actual controller and acquirer □Applicable √Inapplicable (XVII) Explanation on other significant events □Applicable √Inapplicable (XVIII) Particulars about significant changes in the profitability, asset status and credit status of the Company’s convertible bonds guarantor (Only listed companies which issue convertible corporate bonds are required to fill the form below.) □Applicable √Inapplicable (XIX) Index for information disclosure Internet website for disclosing Newspapers for disclosing Event Publishing date information and the searching information and relevant page approach Announcement on the Procedure http://www.cninfo.com.cn/informatio Securities Times, Ta Kung Pao 6 Jan. 2012 of Debt Restructuring n/companyinfo.html Announcement on the Correction http://www.cninfo.com.cn/informatio of Business Performance Securities Times, Ta Kung Pao 6 Jan. 2012 n/companyinfo.html Forecast Announcement on Canceling http://www.cninfo.com.cn/informatio Securities Times, Ta Kung Pao 11 Jan. 2012 Hypothecation of Stocks n/companyinfo.html Announcement on Signing http://www.cninfo.com.cn/informatio Securities Times, Ta Kung Pao 10 Mar. 2012 Strategic Cooperation Contract n/companyinfo.html Announcement on Resolutions of http://www.cninfo.com.cn/informatio the First Session of the Fifth Securities Times, Ta Kung Pao 31 Mar. 2012 n/companyinfo.html Board of Directors Preliminary Earnings Estimate http://www.cninfo.com.cn/informatio Securities Times, Ta Kung Pao 14 Apr. 2012 for 2011 n/companyinfo.html Business Performance Forecast http://www.cninfo.com.cn/informatio Securities Times, Ta Kung Pao 14 Apr. 2012 for the First Quarterly of 2012 n/companyinfo.html Independent Opinions of http://www.cninfo.com.cn/informatio Only published on the internet 18 Apr. 2012 Independent Directors n/companyinfo.html Work Report of Independent http://www.cninfo.com.cn/informatio Only published on the internet 18 Apr. 2012 Directors (by Liu Yong, Su n/companyinfo.html 29 Jianlong and Cai Shaohe) Self-appraisal Report of Internal http://www.cninfo.com.cn/informatio Only published on the internet 18 Apr. 2012 Control for 2011 n/companyinfo.html http://www.cninfo.com.cn/informatio Summary of Annual Report 2011 Securities Times, Ta Kung Pao 18 Apr. 2012 n/companyinfo.html Specific Notes on Unqualified http://www.cninfo.com.cn/informatio Opinions on Auditors’ Report for Only published on the internet 18 Apr. 2012 n/companyinfo.html Annual Financial Statement 2011 Announcement on Putting http://www.cninfo.com.cn/informatio Forward Publishing the First Securities Times, Ta Kung Pao 18 Apr. 2012 n/companyinfo.html Quarterly Report of 2012 Registration and Management http://www.cninfo.com.cn/informatio System for Persons with Inside Only published on the internet 18 Apr. 2012 n/companyinfo.html Information Specific Notes on Auditors’ http://www.cninfo.com.cn/informatio Report with Unqualified Only published on the internet 18 Apr. 2012 n/companyinfo.html Opinions Specific Notes on Capital Occupation by Controlling http://www.cninfo.com.cn/informatio Only published on the internet 18 Apr. 2012 Shareholders and Other Related n/companyinfo.html Parties Interim Business Performance http://www.cninfo.com.cn/informatio Securities Times, Ta Kung Pao 18 Apr. 2012 Forecast 2012 n/companyinfo.html http://www.cninfo.com.cn/informatio Annual Auditors’ Report 2011 Only published on the internet 18 Apr. 2012 n/companyinfo.html http://www.cninfo.com.cn/informatio Annual Report 2011 Securities Times 18 Apr. 2012 n/companyinfo.html Annual Report 2011 (English http://www.cninfo.com.cn/informatio Ta Kung Pao 18 Apr. 2012 Version) n/companyinfo.html Full Text of the First Quarterly http://www.cninfo.com.cn/informatio Securities Times 18 Apr. 2012 Report 2012 n/companyinfo.html Abstract of the First Quarterly http://www.cninfo.com.cn/informatio Securities Times 18 Apr. 2012 Report 2012 n/companyinfo.html Full Text of the First Quarterly http://www.cninfo.com.cn/informatio Ta Kung Pao 18 Apr. 2012 Report (English Version) n/companyinfo.html Announcement of the Resolutions of the Second http://www.cninfo.com.cn/informatio Securities Times, Ta Kung Pao 18 Apr. 2012 Session of the Fifth Board of n/companyinfo.html Directors 2012 30 Announcement of the Resolutions of the First Session http://www.cninfo.com.cn/informatio Securities Times, Ta Kung Pao 18 Apr. 2012 of the Fifth Supervisory n/companyinfo.html Committee 2012 Work System for Secretary to the http://www.cninfo.com.cn/informatio Only published on the internet 18 Apr. 2012 Board of Directors n/companyinfo.html Notice on Convening 2011 Annual Shareholders’ General http://www.cninfo.com.cn/informatio Securities Times, Ta Kung Pao 18 Apr. 2012 Meeting by the Board of n/companyinfo.html Directors Announcement on Abnormal http://www.cninfo.com.cn/informatio Securities Times, Ta Kung Pao 25 Apr. 2012 Fluctuations of Stock Price n/companyinfo.html Announcement on Abnormal http://www.cninfo.com.cn/informatio Securities Times, Ta Kung Pao 4 May 2012 Fluctuations of Stock Price n/companyinfo.html http://www.cninfo.com.cn/informatio Articles of Association Only published on the internet 11 May 2012 n/companyinfo.html Legal Opinions on Annual http://www.cninfo.com.cn/informatio Only published on the internet 11 May 2012 Shareholders’ General Meeting n/companyinfo.html Announcement on Resolutions of http://www.cninfo.com.cn/informatio Annual Shareholders’ General Securities Times, Ta Kung Pao 11 May 2012 n/companyinfo.html Meeting 2011 Management System on http://www.cninfo.com.cn/informatio Only published on the internet 27 Jun. 2012 Dividends n/companyinfo.html The Shareholders’ Return Plan of the Company for the Next. Three Only published on the internet 27 Jun. 2012 27 Jun. 2012 Years (From 2012 to 2014) Announcement on Resolutions of http://www.cninfo.com.cn/informatio the Third Session of the Fifth Securities Times, Ta Kung Pao 27 Jun. 2012 n/companyinfo.html Board of Directors 2012 Announcement on Resolutions of http://www.cninfo.com.cn/informatio the Forth Session of the Fifth Securities Times, Ta Kung Pao 28 Jul. 2012 n/companyinfo.html Board of Directors 2012 Notice on Convening the First Special Shareholders’ General http://www.cninfo.com.cn/informatio Securities Times, Ta Kung Pao 28 Jul. 2012 Meeting 2012 by the Board of n/companyinfo.html Directors http://www.cninfo.com.cn/informatio Announcement on Suspension Securities Times, Ta Kung Pao 31 Jul. 2012 n/companyinfo.html Announcement on Suspension http://www.cninfo.com.cn/informatio Securities Times, Ta Kung Pao 7 Aug. 2012 for Preparing Significant Matters n/companyinfo.html 31 VIII. Financial Report (I) Auditor’s report Has this semi-annual report been audited? □ Yes √ No □ Inapplicable (II) Financial statements Consolidated statements or not? √Yes □No □ Inapplicable The monetary unit in the financial statements of the financial report is RMB Yuan if not specified otherwise. Monetary unit of notes to financial statements: RMB Yuan 1. Consolidated balance sheet Prepared by Guangdong Rieys Group Company Ltd. Unit: RMB Yuan Item Note 30 Jun. 2012 31 Dec. 2011 Current Assets: Monetary funds 4,392,797.84 1,600,749.63 Settlement reserves Intra-group lendings Transactional financial assets 15,984.00 12,580.00 Notes receivable Accounts receivable 8,514,217.76 13,966,563.54 Accounts paid in advance 86,047,152.76 75,651,517.03 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 16,650,325.96 26,986,296.29 Financial assets purchased under agreements to resell Inventories 341,218,663.08 289,509,255.07 Non-current assets due within 1 year Other current assets 32 Total current assets 456,839,141.40 407726961.56 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment Investing property Fixed assets 90,412,640.98 92,277,519.10 Construction in progress Engineering materials 54,526.00 54,526.00 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 28,056,771.45 28,393,365.57 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 9,537,830.10 8,919,528.60 Other non-current assets 627,120.00 627,120.00 Total of non-current assets 128,688,888.53 130,272,059.27 Total assets 585,528,029.93 537,999,020.83 Current liabilities: Short-term borrowings 64,199,960.00 73,699,960.00 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Transactional financial liabilities Notes payable Accounts payable 8,428,601.72 10,754,430.15 Accounts received in advance 141,061,418.59 14,393,199.24 Financial assets sold for 33 repurchase Handling charges and commissions payable Employee’s compensation 669,654.17 769,812.94 payable Tax payable 4,330,635.87 4,404,960.44 Interest payable 40,081,175.19 35,818,609.17 Dividend payable Other accounts payable 6,345,103.48 64,116,263.43 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 265,116,549.02 203,957,235.37 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 265,116,549.02 203,957,235.37 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 318,600,000.00 318,600,000.00 Capital reserves 52,129,496.58 52,129,496.58 Less: Treasury stock Specific reserves Surplus reserves 86,036,260.20 86,036,260.20 34 Provisions for general risks Retained profits -140,789,871.80 -127,219,679.36 Foreign exchange difference Total equity attributable to owners 315,975,884.98 329,546,077.42 of the Company Minority interests 4,435,595.93 4,495,708.04 Total owners’ (or shareholders’) 320,411,480.91 334,041,785.46 equity Total liabilities and owners’ (or 585,528,029.93 537,999,020.83 shareholders’) equity Legal representative: Chen Hongcheng Person-in-charge of the accounting work: Zhou Yuhua Chief of the accounting division: 2. Balance sheet of the Company Unit: RMB Yuan Item Note 30 Jun. 2012 31 Dec. 2011 Current Assets: Monetary funds 707,181.42 1,338,922.68 Transactional financial assets 15,984.00 12,580.00 Notes receivable Accounts receivable Accounts paid in advance Interest receivable Dividend receivable Other accounts receivable 122,010,425.16 139,930,122.27 Inventories Non-current assets due within 1 year Other current assets Total current assets 122,733,590.58 141,281,624.95 Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable 35 Long-term equity investment 243,312,508.68 243,312,508.68 Investing property Fixed assets 85,362,959.96 87,099,643.70 Construction in progress Engineering materials 54,526.00 54,526.00 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 28,056,771.45 28,393,365.57 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 2,424,916.73 2,390,839.13 Other non-current assets Total of non-current assets 359,211,682.82 361,250,883.08 Total assets 481,945,273.40 502,532,508.03 Current liabilities: Short-term borrowings 49,199,960.00 58,699,960.00 Transactional financial liabilities Notes payable Accounts payable 19,442.64 19,442.64 Accounts received in advance Employee’s compensation 177,099.53 160,277.69 payable Tax payable 648,374.91 1,476,139.73 Interest payable 31,491,507.59 28,205,955.32 Dividend payable Other accounts payable 168,002,243.10 173,882,257.74 Non-current liabilities due within 1 year Other current liabilities Total current liabilities 249,538,627.77 262,444,033.12 Non-current liabilities: Long-term borrowings Bonds payable 36 Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 249,538,627.77 262,444,033.12 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 318,600,000.00 318,600,000.00 Capital reserves 52,129,496.58 52,129,496.58 Less: Treasury stock Specific reserves Surplus reserves 86,036,260.20 86,036,260.20 Retained profits Foreign exchange difference -224,359,111.15 -216,677,281.87 Total owners’ (or shareholders’) equity Total liabilities and owners’ (or 232,406,645.63 240,088,474.91 shareholders’) equity Current Assets: 481,945,273.40 502,532,508.03 3 Consolidated income statement Unit: RMB Yuan Item Note Jan.-Jun. 2012 Jan.-Jun. 2011 I. Total operating revenues 7,617,917.19 46,761,330.11 Including: Sales income 7,617,917.19 46,761,330.11 Interest income Premium income Handling charge and commission income II. Total operating cost 21,813,148.94 56,285,422.77 Including: Cost of sales 5,242,728.04 37,676,616.91 Interest expenses Handling charge and 37 commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 51,215.21 Selling and distribution 757,544.50 4,362,334.90 expenses Administrative expenses 9,118,311.22 11,963,129.37 Financial expenses 4,228,100.01 9,416,432.67 Asset impairment loss 2,466,465.17 -7,184,306.29 Add: Gain/(loss) from change in fair 3,404.00 -92,647.52 value (“-” means loss) Gain/(loss) from investment 8,168,851.55 (“-” means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) -14,191,827.75 -1,447,888.63 Add: non-operating income 1,401.20 72,669.46 Less: non-operating expense 58,179.50 1,870,535.15 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) -14,248,606.05 -3,245,754.32 Less: Income tax expense -618,301.50 1,744,300.21 V. Net profit (“-” means loss) -13,630,304.55 -4,990,054.53 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the -13,570,192.44 -4,433,879.82 Company Minority shareholders’ income -60,112.11 -556,174.71 VI. Earnings per share -- -- 38 (I) Basic earnings per share -0.04 -0.01 (II) Diluted earnings per share -0.04 -0.01 Ⅶ. Other comprehensive incomes Ⅷ. Total comprehensive incomes -13,630,304.55 -4,990,054.53 Attributable to owners of the -13,570,192.44 -4,433,879.82 Company Attributable to minority -60,112.11 -556,174.71 shareholders Where business mergers under the same control occurred in this report period, the net profit achieved by the merged parties before the business mergers was RMB0. Legal representative: Chen Hongcheng Person-in-charge of the accounting work: Zhou Yuhua Chief of the accounting division: 4. Income statement of the Company Unit: RMB Yuan Item Note Jan.-Jun. 2012 Jan.-Jun. 2011 I. Total sales 860,000.00 Less: cost of sales 800,527.98 Business taxes and surcharges Distribution expenses 80,000.00 Administrative expenses 4,249,607.81 5,292,367.60 Financial costs 3,293,889.61 6,763,717.48 Impairment loss 136,310.38 -278,492.29 Add: gain/(loss) from change in fair 3,404.00 -61,863.00 value (“-” means loss) Gain/(loss) from investment (“-” 69,647.12 means loss) Including: income form investment on associates and joint ventures II. Business profit (“-” means loss) -7,676,403.80 -11,790,336.65 Add: non-business income 496.92 20,195.45 Less: non-business expense 40,000.00 672,517.17 Including: loss from non-current asset disposal III. Total profit (“-” means loss) -7,715,906.88 -12,442,658.37 39 Less: income tax expense -34,077.60 2,722,427.84 IV. Net profit (“-” means loss) -7,681,829.28 -15,165,086.21 V. Earnings per share -- -- (I) Basic earnings per share -0.02 -0.05 (II) Diluted earnings per share -0.02 -0.05 VI. Other comprehensive income VII. Total comprehensive income -7,681,829.28 -15,165,086.21 5. Consolidated cash flow statement Unit: RMB Yuan Item Jan.-Jun. 2012 Jan.-Jun. 2011 I. Cash flows from operating activities: Cash received from sale of 140,845,788.66 67,771,192.12 commodities and 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 intra-group borrowings Net increase of funds in repurchase business Tax refunds received 3,000,000.00 3,186,428.37 Other cash received relating to 8,071,501.00 49,006,525.69 operating activities 40 Subtotal of cash inflows from operating 151,917,289.66 119,964,146.18 activities Cash paid for goods and services 68,389,373.16 64,949,089.65 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 Cash for paying policy dividends Cash paid to and for employees 3,853,324.47 8,417,833.35 Various taxes paid 1,656,666.51 2,339,987.17 Other cash payment relating to 65,336,639.08 22,323,010.74 operating activities Subtotal of cash outflows from 139,236,003.22 98,029,920.91 operating activities Net cash flows from operating activities 12,681,286.44 21,934,225.27 II. Cash flows from investing activities: Cash received from withdrawal of 5,000,000.00 investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other 143,130.00 52,000.00 long-term assets Net cash received from disposal of 1.00 subsidiaries or other business units Other cash received relating to 108,547.06 investing activities Subtotal of cash inflows from 143,130.00 5,160,548.06 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 532,368.23 1,922,931.00 assets Cash paid for investment 5,733,379.63 41 Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to 174,067.95 investing activities Subtotal of cash outflows from 532,368.23 7,830,378.58 investing activities Net cash flows from investing activities -389,238.23 -2,669,830.52 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 9,500,000.00 44,000,040.00 Cash paid for interest expenses and 844,000.00 distribution of 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 9,500,000.00 44,844,040.00 financing activities Net cash flows from financing activities -9,500,000.00 -44,844,040.00 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash 2,792,048.21 -25,579,645.25 equivalents Add: Opening balance of cash and 1,600,749.63 30,095,398.06 cash equivalents 42 VI. Closing balance of cash and cash 4,392,797.84 4,515,752.81 equivalents 6. Cash flow statement of the Company Unit: RMB Yuan Item Jan.-Jun. 2012 Jan.-Jun. 2011 I. Cash flows from operating activities: Cash received from sale of 26,000.00 commodities and rendering of service Tax refunds received Other cash received relating to 19,581,502.09 19,993,386.44 operating activities Subtotal of cash inflows from operating 19,581,502.09 20,019,386.44 activities Cash paid for goods and services Cash paid to and for employees 782,113.11 604,983.20 Various taxes paid 845,890.48 863,525.80 Other cash payment relating to 9,085,239.76 781,866.54 operating activities Subtotal of cash outflows from 10,713,243.35 2,250,375.54 operating activities Net cash flows from operating activities 8,868,258.74 17,769,010.90 II. Cash flows from investing activities: Cash received from retraction of 5,000,000.00 investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other 52,000.00 long-term assets Net cash received from disposal of 1.00 subsidiaries or other business units Other cash received relating to 69,647.12 investing activities Subtotal of cash inflows from 5,121,648.12 investing activities Cash paid to acquire fixed assets, 630,000.00 43 intangible assets and other long-term assets Cash paid for investment 2,884,671.88 Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 3,514,671.88 investing activities Net cash flows from investing activities 1,606,976.24 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings Cash received from bonds issued Other cash received relating to financing activities Subtotal of cash inflows from financing activities Repayment of borrowings 9,500,000.00 44,000,040.00 Cash paid for interest expenses and 844,000.00 distribution of dividends or profit Other cash payments relating to financing activities Sub-total of cash outflows from 9,500,000.00 44,844,040.00 financing activities Net cash flows from financing activities -9,500,000.00 -44,844,040.00 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash -631,741.26 -25,468,052.86 equivalents Add: Opening balance of cash and 1,338,922.68 28,150,078.47 cash equivalents VI. Closing balance of cash and cash 707,181.42 2,682,025.61 equivalents 44 7. Consolidated statement of changes in owners’ equity Reporting period Unit: RMB Yuan Reporting period Equity attributable to owners of the Company Paid-up Total Item capital Minority Less: General Capital Specific Surplus Retaine owners’ (or treasury risk Others interests reserve reserve reserve d profit equity share stock reserve capital) I. Balance at the end of the 318,600 52,129,4 86,036, -127,21 4,495,708 334,041,78 previous year ,000.00 96.58 260.20 9,679.36 .04 5.46 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 318,600 52,129,4 86,036, -127219 4,495,708 334,041,78 the year ,000.00 96.58 260.20 679.36 .04 5.46 III. Increase/ decrease of -13,570, -60,112.1 -13,630,30 amount in the year (“-” means 192.44 1 4.55 decrease) -13,570, -60,112.1 -13,630,30 (I) Net profit 192.44 1 4.55 (II) Other comprehensive incomes -13,570, -60,112.1 -13,630,30 Subtotal of (I) and (II) 192.44 1 4.55 (III) Capital paid in and reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others (IV) Profit distribution 1. Appropriations to 45 surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 318,600 52,129,4 86,036, -140,78 4,435,595 320,411,48 IV. Closing balance ,000.00 96.58 260.20 9,871.80 .93 0.91 Last year Unit: RMB Yuan Last year Equity attributable to owners of the Company Paid-up Total Item Minority capital Less: General Capital Specific Surplus Retaine owners’ (or treasury risk Others interests reserve reserve reserve d profit equity share stock reserve capital) I. Balance at the end of the 318,600 52,129,4 86,036, -148,60 3,837,843 311,998,88 previous year ,000 96.58 260.20 4,711.83 .82 8.77 Add: retrospective adjustments due to business combinations under the same 46 control Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 318,600 52,129,4 86,036, -148,60 3,837,843 311,998,88 the year ,000.00 96.58 260.20 4,711.83 .82 8.77 III. Increase/ decrease of 21,385,0 657,864.2 22,042,896 amount in the year (“-” means 32.47 2 .69 decrease) 21,385,0 -578,286. 20,806,745 (I) Net profit 32.47 68 .79 (II) Other comprehensive incomes 21,385,0 Subtotal of (I) and (II) 32.47 (III) Capital paid in and 1,236,150 1,236,150. reduced by owners .90 90 1. Capital paid in by 1,312,142 1,312,142. owners .43 43 2. Amounts of share-based payments recognized in owners’ equity -75,991.5 3. Others -75,991.53 3 (IV) Profit distribution 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 47 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 318,600 52,129,4 86,036, -127,21 4,495,708 334,041,78 IV. Closing balance ,000.00 96.58 260.20 9,679.36 .04 5.46 8. Statement of changes in owners’ equity of the Company Reporting period Unit: RMB Yuan Reporting period Paid-up Less: General Total Item capital (or Capital Specific Surplus Retained treasury risk owners’ share reserve reserve reserve profit stock reserve equity capital) I. Balance at the end of the 318,600,00 52,129,496 86,036,260 -216,677,2 240088474 previous year 0 .58 .20 81.87 .91 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 318,600,00 52,129,496 86,036,260 -216,677,2 240,088,47 the year 0.00 .58 .20 81.87 4.91 III. Increase/ decrease of amount -7,681,829. -7,681,829. in the year (“-” means decrease) 28 28 -7,681,829. -7,681,829. (I) Net profit 28 28 (II) Other comprehensive incomes Subtotal of (I) and (II) -7,681,829. -7,681,829. 48 28 28 (III) Capital paid in and reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others (IV) Profit distribution 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 318,600,00 52,129,496 86,036,260 -224,359,1 232,406,64 IV. Closing balance 0.00 .58 .20 11.15 5.63 Last year Unit: RMB Yuan Last year Item Paid-up Capital Less: Specific Surplus General Retained Total capital (or reserve treasury reserve reserve risk profit owners’ 49 share stock reserve equity capital) I. Balance at the end of the 318,600,00 52,129,495 86,036,260 -227,633,2 229,132,50 previous year 0 .58 .20 53.11 3.67 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 318,600,00 52,129,496 86,036,260 -227,633,2 229,132,50 the year 0.00 .58 .20 53.11 3.67 III. Increase/ decrease of amount 10,955,971 10,955,971 in the year (“-” means decrease) .24 .24 10,955,971 10,955,971 (I) Net profit .24 .24 (II) Other comprehensive incomes 10,955,971 10,955,971 Subtotal of (I) and (II) .24 .20 (III) Capital paid in and reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others (IV) Profit distribution 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital 50 public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 318,600,00 52,129,496 86,036,260 -216,677,2 240,088,47 IV. Closing balance 0.00 .58 .20 81.87 4.91 51 GUANGDONG RIEYS GROUP COMPANY LTD For the Six Months Ended 30 June 2012 Notes to the Financial Statements (English Translation for Reference Only) I. General information Guangdong Rieys Group Company Ltd. (hereinafter referred to as “the Company”) is a listed company established by five enterprises including Puning Haicheng Industrial Co., Ltd (In January 28, 2010 this company was renamed as Puning Shenghengchang Trade Development Co., Ltd.), an original sino-foreign cooperated enterprise of Hongxing Company. Under approval of Guangdong Economic System Reform Committee (1997) No. 113 on November 17, 1997 after joint stock system restructure based on Puning Hongxing Textile and Apparel Production Factory Co., Ltd., which originally was a sino-foreign joint venture. The registered capital of the Company is RMB 80,000,000 when established, which was divided into 80,000,000 shares of RMB1.00 each. In March 1999, with the approval of the Shareholders’ General Meeting, the Company declared a Bonus Issue of 3.5 shares per 10 shares based on the total number of shares accrued in the register as at December 31, 1998 (80 million shares), making the registered capital increased to 108,000,000 shares. The Company issued 60,000,000 shares of foreign invested stock domestically listed (“Stock B”) for foreign investors on October 17, 2000, and issued 9,000,000 shares of Stock B for exercise of over-allotment options during the period from October 27 to November 22, 2000 in accordance with approval of ZJFXZ (2000) No. 133 issued by China Securities Regulatory Commission on September 29, 2000. The registered capital of the Company increased to RMB 177,000,000 after issuance of Stock B, which was divided into 177,000,000 shares of RMB1.00 each. The registered capital of the Company increased to 318,600,000 after years of bonus distribution and transfer increase in paid-in capital, which was divided into 318,600,000 shares of RMB1.00 each. As at December 31, 2011, the Company’s total share capital was 318,600,000 shares, including 164,025,000 non-tradable legal shares (representing 51.48% of total shares and 154,575,000 domestic listed foreign shares (stock B) (representing 48.52% of total shares). The Company and its subsidiaries (hereinafter referred to as “the Group”)’s main scopes of business are manufacture, process and sales of various kinds of clothes including suit, fashion clothing, uniform, and knit goods, sales of industrial material for production, hardware, chemical product, daily necessities, furniture, arts and crafts and agricultural product and etc. (excluding commodities for exclusive sales, special control or monopolization) and development and operation of real estates and various kinds of investment. II. Principal accounting policies and estimates and previous errors (1) Basis for the preparation The consolidated financial statements of the Company and its subsidiaries are prepared based on assumption of the Company’s continuing operations, according to transactions and events actually occurred, and based on the following preparation basis, important accounting policies and accounting estimates. (2) Statement of complying with Accounting Standards for Business Enterprises The financial statements prepared by the Company meet the requirements of "Accounting Standards for Business 52 Enterprises - Basic Standards" issued by the Ministry of Finance on February 15, 2006 and 38 special accounting standards, as well as application guidance of the accounting standards for business enterprise, interpretation of the accounting standards for business enterprise and other relevant regulations (hereafter referred as “Accounting Standard for Business Enterprise”), and truly and completely reflect the financial conditions, operation results and cash flow of the Company. In addition, the Group's financial statements also comply with the disclosure requirements on financial statements and notes thereof in “Compilation Rules for Information Disclosures by Companies That Offer Securities to the Public No.15 - General Provisions for Financial Reports” (hereinafter referred to as "the No. 15 ") amended by China Securities Regulatory Commission (hereinafter referred to as "SFC") in 2010. (3) Fiscal year The fiscal year of the Company is the solar calendar year, which is from January 1 to December 31. (4) Recording currency Recording currency is RMB. (5) Accounting treatment for business combinations under the common control and not under the common control 1. Business combination under the common control Business combination under the common control refers to that parties involved in the merger are subject to the ultimate control of the same party or same multi parties before & after the merger and such control is not temporary. Assets and liabilities acquired by merging parties in a business combination are measured at the book value of the combined parties at the merge date. Upon any difference between book value of net assets obtained by merging parties and book value the merging price they pay (or the aggregate nominal amount of issued shares), it should adjust the capital surplus (share premium), and if capital surplus (share premium) isn’t sufficient to dilute, then adjust retained earnings. Merger date refers the date that the merging parties actually gain the control of the combined parties. 2. Business combination not under the common control Business combination not under the common control refers to that parties involved in the merger are not subject to the ultimate control of the same party or same multi parties before & after the merger. Costs of the combination paid by the purchasers are the sum of assets paid to obtain the control of the combined parties, liabilities incurred or assumed, the fair value of equity securities issued at the purchase date, and various direct costs occurred in the business combination. The difference between the fair value of its assets paid and the book value thereof is accrued to current profit or loss. Purchase date refers to the date that the purchasers actually gain the control of the purchased parties. The purchasers allocate the costs of combination on the purchase date, and confirm the fair values of identifiable assets, liabilities and contingent liabilities of the purchased parties they obtain. The difference that costs of combination exceed the fair value of identifiable assets of the purchased parties obtained in the merger will be recognized as goodwill; the difference that costs of combination are less than the fair value of identifiable assets of the purchased parties obtained in the merger will be accrued in current profit or loss. (6) Preparation of the consolidated financial statements The combined scope of consolidated financial statements includes the Company and its subsidiaries. Subsidiary’s operating results and financial position are included in the consolidated financial statements from the controlled date 53 until the end date. As for subsidiary obtained by the Company through business combination under the common control, in the preparation of current consolidated financial statements, it will be deemed that the combined subsidiary is incorporated into the consolidation scope when the ultimate controlling party of the Company implements the control right, and the beginning balance of consolidated financial statements and comparative statements will be adjusted accordantly. As for subsidiary obtained by the Company through business combination not under the common control, in the preparation of current consolidated financial statements, the financial statements of such subsidiary will be adjusted based on the fair value of the identifiable assets and liabilities determined at the purchase date, and since the purchase date, the consolidated subsidiary will be incorporated into the consolidation scope. If the accounting period or accounting policy adopted by subsidiary and parent company are not consistent, a necessary adjustment shall be made to the financial statements of subsidiary in accordance with the accounting period or accounting policy of parent company when the consolidated financial statements are prepared. All major transactions, balances and unrealized profit or loss among enterprises within the consolidation scope will be offset in the preparation of consolidated financial statements. Interests and income attributable to minority shareholders of subsidiary will be listed separately respectively under the Shareholders’ Equity in the Consolidated Balance Sheet and under the Net Profit in the Consolidated Income Statement. If the losses attributable to the minority shareholders exceed the share of minority shareholders enjoyed in the ownership interest of the subsidiary, in addition to the part that the minority shareholders have the obligation and the ability to take, the balance will offset against the shareholders’ equity of parent company. If the subsidiary makes a profit subsequently, before making up the loss attributed to relevant minority shareholders beard by shareholders’ equity of parent company, all the profits are attributable to shareholders’ equity of parent company. (7) Confirmation standard for cash and cash equivalent In preparing the cash flow statement, the cash equivalents of the Company include the investments with short period (it usually expires within three months from the purchase date), characteristics of high liquidity, easy conversion to certain amount of cash and little risk of value change. (8) Transactions of foreign currencies and conversion of financial statements in foreign currencies 1. Foreign currency transactions are converted into RMB for recording purpose at the exchange rate on the first day of the period when the transaction occurs. Adjustments are made to foreign currency accounts in accordance with the exchange rate prevailing on the balance sheet date. Value of non currency item accrued at fair value by foreign currency is adjusted in accordance with the exchange rate prevailing on fair value confirm date. Conversion differences arising from those specific borrowings are to be capitalized as part of the cost of the construction in progress in the period before the fixed assets being acquired and constructed has not yet reached working condition for its intended use. Conversion differences arising from other accounts are charged to financial expenses. 2. In balance sheet, assets and liabilities items are converted into RMB at the exchange rate prevailing on the consolidated balance sheet date. Owner’s equity items (excluding undistributed profit item) are converted into RMB at the exchange rate when the transaction occurs. In income statement, revenue and expenses items are accrued by the proper method and the approximate rate when the transaction occurs. Translation difference occurred for above reason is disclosed in the consolidated balance sheet as a separate item. 54 (9) Financial instruments 1. Classification of financial instruments Based on the purposes of obtaining the financial assets and assuming the liabilities, the Company’s management classifies the financial instruments into: the financial assets or financial liabilities that are calculated in the fair values and whose changes are accrued to current profit or loss, including trading financial assets or financial liabilities, and those directly designated to be calculated in the fair values and whose changes are accrued to current profit or loss; the held-to-maturity investments; loans and receivables; available-for-sale financial assets; and other financial liabilities, etc. 2. Confirmation basis and measurement of financial instruments (1) The financial assets (or financial liabilities) that are calculated in the fair values and whose changes are accrued to current profit or loss The fair values (excluding cash dividends that have been declared but have not been distributed and bond interests that have exceeded the expiry dates but have not been drawn) are deemed as the initial confirmation amount on acquisition. Relevant transaction expenses are charged to profit or loss of the period. The interests or cash dividends obtained during the holding period are recognized as investment income. Change of fair values is charged to profit or loss of the period at the year end. Difference between the fair value and initial book value is recognized as investment income upon disposal. Adjustment is made to gain or loss from changes in fair values. (2) Held-to-maturity investments The sum of fair values (excluding bond interests that have exceeded the expiry dates and have not been drawn) and relevant transaction expenses are deemed as the initial confirmation amount. During the holding period, interest income is recognized as investment income based on the amortized cost and actual interest rate (if the difference between the actual interest rate and the nominal interest rate is tiny, calculation is based on the nominal interest rate). The actual interest rates are determined upon acquisition and remain unchanged during the expected holding period or a shorter period applicable. Difference between the amount received and book value of the investment is charged to investment income upon disposal. If the Company sells or re-classifies a large amount of held to maturity investments prior to maturity (large amount refers to the total amount relative to such investments prior to the sale or re-classification), then the Company will re-classify the rest of such type of investment as financial assets available for sale, and the Company will not re-classify any financial assets as held to maturity in the current accounting period or following two full fiscal years, but the following is excepted: the sale date or re-classification date is near to the maturity or redemption date of such investment (such as three months before maturity), and the market interest rate changes have no significant effect on the fair value of the investment; all the initial principal of such investment is nearly recovered according to the periodic payments or early repayment under the contract, resell or re-classify the remaining; sale or re-classification is caused by independent matters the Company can’t control, not expected to recur and difficult to predict reasonably. (3) Receivables and loans Receivables primarily are the amount receivable formed from sales of goods or service provision of the Company and other claims, which initial recognition amount will be confirmed according to the contract or agreement price receivable from the purchasers. For recovery or disposal of loans and receivables, the difference between the price obtained and the book value of loans and receivables is charged to current profit or loss. Loans are mainly loans issued by financial companies. For loans issued by financial institutions according to the current market conditions, the initial recognition amount will be confirmed according to the principal of loans issued 55 and related transaction expenses. Interest income recognized during the holding period of the loan will be calculated at the actual rate. Real interest rate will be determined upon obtaining loans, and will be unchanged within the expected duration of the loan or applicable shorter period. If the difference between real interest rate and the contract interest rate is small, then the income will be calculated at the contract interest rate. (4) Available-for-sale financial assets The sum of fair values (excluding cash dividends that have been declared but have not been distributed and bond interests that have exceeded the expiry dates but have not been drawn) and relevant transaction expenses is deemed as the initial confirmation amount. The interests and cash dividends generated during the holding period are accrued to investment income. At year end, available-for-sale financial assets are calculated in the fair values and the changes in fair values are accrued to the capital reserves (other capital reserves). Difference between the amount received and the book value of the financial assets is recognized as investment gain or loss upon disposal. At the same time, the accumulated changes in fair value previously recognized in the owners’ equity are transferred into investment gain or loss. (5) Other financial liabilities The sum of fair values and relevant transaction expenses is deemed as the initial confirmation amount. The subsequent calculation adopts the amortized cost method. Method for determining fair value: directly refer to quotations in active markets (or using valuation techniques, etc.).(For using valuation techniques, it should disclose relevant valuation assumptions in accordance with various types of financial assets or financial liabilities, including prepayment rates, expected credit loss rate, interest rate or discount rate.) 3. Confirmation and measurement of transform of financial assets The Company should terminate recognizing these financial assets when the transform occurs and almost all risk and return of the financial assets ownership have been transferred to the transferee; The Company should not terminate recognizing this financial assets if almost all risk and return of the financial assets ownership have been remained. Essence is more important than form when judging whether the transform meets the requirements of the financial assets termination recognition conditions mentioned above. The Company divides the transform of financial assets into entire transfer and partial transfer. (1) If the transfer of an entire financial asset satisfies the conditions for stopping recognition, the difference between the amounts of the following two items shall be recorded in current profit or loss: ①The book value of the transferred financial asset; ②The sum of consideration received from the transfer, and the accumulative amount of the changes in the fair values originally recorded in the owners’ equities (in the case that the financial asset involved in the transfer is an available-for-sale financial asset). (2) For partial transfers of financial assets that meet the recognition conditions of termination in recognition, the book value of the whole financial assets are spitted into the derecognized portion and the exderecognised portion according to their respective relative fair values (under this situation, the retained service assets are deemed as a part of the exterminated financial assets), and the difference between the following two items shall be recorded in the current profit or loss: ①Book value of the derecognized portion; ②The sum of the consideration of the derecognized portion and the accumulated changes in fair value previously recognized in the owners’ equity related to the derecognized portion (in the case that the assets transferred are available-for-sale financial assets). For transfers of financial assets that do not meet the conditions of termination in recognition, the financial assets remain recognition and the consideration received is recognized as financial liabilities. 56 (3) Derecognized financial liabilities If the existing obligations of financial liabilities have been discharged in whole or in part, then the Company will derecognize such financial liability or part thereof. If all or part of the financial liabilities is derecognized, the difference between the book value of the derecognized financial liabilities and payment will be charged into current profit or loss. 4. Confirmation of fair values of financial assets and financial liabilities For financial assets or financial liabilities measured at fair value by the Company, the Company will use all or part of the quotations in the market (or use valuation techniques) as their fair values. (1) Impairment of available-for-sale financial assets: If at the year end the fair values of the available-for-sale financial assets decline significantly, or the trend of the decline is expected to be non-temporary after consideration of all relevant factors, the assets are deemed impaired and impairment loss is recognized together with the amount transferred from the accumulated decreases in fair values previously recognized in the owners’ equity. (2) Impairment of held-to-maturity financial assets and loans: For held-to-maturity investments and loans, if there is objective evidence on the incidence of impairment, then the impairment loss will be calculated and recognized according to the difference between the book value and the present value of estimated future cash flows. (10) Receivables If there is objective evidence at the year end to indicate that impairment exists in accounts receivable (including accounts receivable, notes receivable, other receivables, long-term receivables, etc.), their carrying amount should be decreasingly recorded as recoverable amount. The decreased amount should be recognized as impairment loss of assets and be recorded into current profit or loss. Prepayment’s risk characteristics are subject to the nature of prepayment, if the prepayment is for the purchase of goods or equipment, then before the agreed delivery date, or not settled but delivered, no provision for bad debts; if the other party of the contract fails to deliver and overdue more than one year after the contract data, provision for bad debts will be made according to the risk characteristics of receivables. For prepayment paid for the construction project, if not fully pay the whole price and the ownership of the construction project is expected to be obtained, no provision for bad debts. For intra-group receivables, provision for bad debts will be made according to expected bad debt losses may occur. Conduct impairment testing separately on accounts receivable with relatively higher individual price at end of the period. If there is objective evidence to indicate that impairment exists, recognize impairment loss and provide for bad and doubtful debts in accordance with the difference between its future cash flow and carrying amount. Individual material receivables are the top five largest receivables or sum of receivables which account for 10% of ending balance of accounts receivable. For individual receivables not material at end of the period, the Company can conduct impairment testing separately; for receivables without impairment through separate testing (including receivables material and not material), the Company will categorize them into the receivables groups with similar risk factors, and assigns a certain percentage of the end of the period balance of the receivable groups to determine the impairment loss and make provision for bad debts. Except the receivables provided impairment loss separately, the Company set the provision rate in accordance with the actual loss percentage of the same or similar credit risk group by aging divided in the previous years and the real circs as follows: Age Appropriation proportion of 57 receivables (%) Within 1 year 2% 1 to 2 years 10% 2 to 3 years 50% Over 3 years 80% (11) Inventory 1. Inventory classification Inventory is classified to: (1) Real estate development products: completed development products, development products in construction, and products to be developed. (2) Non-real estate products: raw materials, products in production, stock merchandise, delivery commodity, commission processing materials, etc. 2. Inventory valuation Inventories are valued at the lower of cost and net realizable value. Real estate development product costs include land cost, construction costs and other costs. Borrowing costs meet the capitalization conditions are also included in real estate development product costs. Non-real estate development product costs include purchase cost, process cost and other costs. The inventory is calculated using weighted average method when delivered. 3. Confirmation of net realizable value of inventory and Recording method of provision for inventory devaluation At the end of the year, after overall check of the inventory, draw or adjust provision for inventory devaluation according to the lower of the cost of inventory and net realizable values of inventory. In normal operation process, net realizable values of commodities inventories for direct sales including finished goods, commodities and materials for sales are determined by the estimated selling prices minus the estimated selling expenses and relevant taxes and fees; In normal operation process, net realizable values of materials that need further processing are determined by the estimated selling prices of the finished goods minus estimated cost to completion, estimated selling expenses and relevant taxes. For the inventory held to implement sales contract or work contract, its net realizable value is calculated on the basis of contract price. For the balance of inventory beyond the amount of the sales contract, its net realizable value is calculated on the basis of general selling price. Provision for inventory devaluation is provided for based on individual inventory item at end of the period. For inventory that has large quantity and low unit price, the provision for inventory devaluation is provided for based on categories of the inventory. For inventory related to the products manufactured and sold in the same district, with same or similar use or purpose, and difficult to account for separately from other items, the provision for inventory devaluation is provided for on a consolidated basis. When the factors that influence the decreased bookkeeping of inventory value have disappeared, switch back from the provision for inventory devaluation amount that previously appropriated and the amount that switched back is charged to profit or loss of current period. 4. System of stock inventories Perpetual inventory system is applied. 5. Amortization for low cost and short lived articles and package materials For low cost and short lived articles, use step-amortization method; For package materials, use lump-sum amortization method. (12) Long-term Equity Investment 58 1. Confirmation of initial investment cost (1) Long-term equity investment caused by the enterprise merger In case the long-term equity investment are made to obtain the equities of the enterprises under the common control and the Company pays the cash, transfers the non-cash assets or bears the liabilities as the consideration for the merger, the book value share on the merging date to obtain the owners’ equities of the merging party will be deemed as the initial investment cost of long-term equity investment. The difference between the initial investment cost of long-term equity investment and paid cash, transferred non-cash assets and book values of liabilities will be supplemented by the capital reserve; in case the capital reserve is not enough, the remaining gains will be adjusted. In case the Company issues the equity securities as the merger consideration, the book value share on the merging date to obtain the owners’ equities of the merging party will be deemed as the initial investment cost of long-term equity investment. If the book value amount of the issued shares is deemed as the capital, the difference between the initial investment cost of long-term equity investment and the book value amount of the issued shares will be supplemented by the capital reserve; in case the capital reserve is not enough, the remaining gains will be adjusted. All direct expenses related to the enterprise merger, including the auditing expense, evaluation expense, legal service expense, etc will be accrued to the current profit or loss. In case the long-term equity investment are made to obtain the equities of the merging enterprises which are not under the common control, the consolidation cost determined according to ‘Accounting Standard for Business Enterprises No. 20 – Business Combinations’ on the purchase date will be deemed as the initial investment cost. (2) Other types of long-term equity investment In case the long-term equity investment is made by cash payment, the actual payment amount will be deemed as the initial investment cost. In case the long-term equity investment is made by issuing the equity securities, the fair values of issued equity securities will be deemed as the initial investment cost. For the long-term equity investment made by the investors, the values agreed in the investment contracts or agreements (deducting the cash dividends or profits that have been declared but have not been dismissed) will be deemed as the initial investment cost, except that the contracts or agreements provide that the values are not fair. In case the long-term equity investment is made by exchanging the non-currency assets, and this exchange has the commercial substance and the fair values of exchanged assets can be reliably calculated, the fair values of assets surrendered will be deemed as the initial investment cost, unless there is conclusive evidence that the fair values of assets received are more reliable; for exchange of non-currency assets that do not satisfy the above conditions, the sum of book value of assets surrendered and relevant taxes payable will be deemed as the initial investment cost. In case the long-term equity investment is made by the mode of liability restructure, the fair values of the obtained equities will be deemed as the initial investment cost. 2. Judgment criteria of joint control and significant influence in the invested companies If, in accordance with provisions in the contracts, the Company enjoys joint control over certain economic activities only when taking part in significant financial and operational decisions with investors in need of share of control who unanimously agree, the Company is deemed to enjoy joint control with other parties over the invested companies. If the Company is authorized to take part in decision making with regard to the financial and operational policies, but is unable to control or control jointly with other parties over the invested company, the Company is deemed to be able to exercise significant influence over the invested companies. 3. Subsequent measurement and profit & loss recognition When the Company is able to exercise significant influence or joint control, the difference of cost of initial investment in excess of the proportion of the fair value of the net identifiable assets in the invested companies is not adjusted against the initial cost of long-term equity investment. The difference of cost of initial investment in short 59 of the proportion of the fair value of the net identifiable assets in the invested companies is charged into the current profit or loss statement. . The Company’s long-term equity investments in subsidiaries are accounted for by the cost method and adjusted according to the equity method when preparing consolidated financial statements. When the Company has neither joint control nor significant influence in the invested companies, there is no quotation available on the active market, and the fair value of the investment cannot be reliably measured, the long-term equity investment is accounted for under the cost method. When the Company has joint control or significant influence over the invested companies, the long-term equity investment is accounted for under the equity method. For profit or loss of internal transactions occurred among the Company and joint ventures, the proportion attributable to the Company will be calculated according to shareholdings and offset in the application of equity method. Recognition of share of losses of the invested companies under the equity method is treated in the following steps: First, reduce the book value of the long-term equity investment. Second, when the book value is insufficient to cover the share of losses, investment losses are recognized up to a limit of book values of other long-term equity which form net investment in substance by reducing the book value of long term receivables, etc. Finally, after all the above treatments, if the Company is still responsible for any additional liabilities in accordance with the provisions stipulated in the investment contracts or agreements, estimated liabilities are recognized and charged into current investment loss according to the liabilities estimated. If the invested company achieve profit in subsequent periods, the treatment is in the reversed steps described above after deduction of any unrecognized investment losses, i.e., reduce book value of estimated liabilities recognized, restore book values of other long-term equity which form net investment in substance, and in long-term equity investment, and recognize investment income at the same time. Treatment of other equity changes except for net profit or loss in the invested companies: For other equity changes except for net profit or loss in the invested companies, if the proportion of investments remain unchanged, the Company calculates the proportion it shall enjoy or bear and adjust book value of long-term equity investment, and increase or decrease capital reserves – other capital reserves at the same time. 4. Impairment testing and impairment provision methods (1) In case the cost method is used to calculate the long-term equity investments which are not quoted in the active market or whose fair values cannot be reliably calculated, the depreciation loss will be determined based on the difference between the book values and current values determined by the discounting of future cash flow in line with the current market return rate of similar financial assets. (2) For other long-term equity investments, in case the calculation results of receivable amounts indicate that the receivable amount of this long-term equity investment is less than their book values, the difference will be confirmed as the asset depreciation losses. Once the depreciation loss of long-term equity investment is confirmed, they will not be reversed. (13) Investment properties Investment properties refer to properties held to earn rentals or for capital appreciation, or both, including leased land use right and those held and ready to transfer after value added, and leased buildings. The Company uses the cost model to measure existing investment properties. For investment properties and rental assets measured at the cost model, they will be implemented the same depreciation policy similar to fixed assets, land use right for rental will be implemented the same amortization policy to intangible assets; for those with the indication of impairment, the recoverable amount can only be estimated, and if recoverable amount is lower than its 60 book value, the corresponding impairment loss should be confirmed. (14) Fixed assets 1. Recognition standard of fixed assets Fixed assets are tangible assets that are held for use in the production or supply of services, for rental to others, or for administrative purposes; they have useful lives over one fiscal year. And they shall be recognized only when both of the following conditions are satisfied: (1) It is probable that economic benefits associated with the assets will flow to the enterprise; and (2) The cost of the fixed assets can be measured reliably. 2. Initial measurement of fixed assets Fixed assets are recorded at the actual cost on acquisition. (1) The cost of fixed assets purchased includes purchase price, related tax, transportation expenses, loading and uploading expenses, installment expenses and specialist service expenses attributable to the assets that arise before the assets are completed and put into use. (2) Where payment for the purchase price of a fixed asset is deferred beyond normal credit terms, such that the arrangement is in substance of a financing nature, the cost of the fixed asset shall be determined based on the present value of the purchase price, The difference between the purchase price and its present value shall be recognized in profit or loss over the period of credit. The cost of a self-constructed fixed asset comprises those expenditures necessarily incurred for bringing the asset to working condition for its intended use. (3) For fixed assets formed through obtaining them by the debtor paying for debt in debt restructure, recognize its recording value as fair value of the fixed assets, and record the difference between the carrying amounts of debt restructure and the fixed assets used for paying debt into current profit or loss. (4) In the circumstance of the non monetary assets exchange has commercial nature and fair value of surrendered or received assets can be measured reliably, recording value of received assets should be recognized as fair value of surrendered assets unless there is clear evidence to indicate that fair value of received assets is more reliable; for non monetary assets exchange which doesn’t meet the requirement of premise mentioned above, cost of received assets should be recognized as carrying amount and related tax expenses payable of surrendered assets and should not be recognized as profit or loss. (5) Recording value of fixed assets obtained by absorbing and consolidated by enterprise under the common control should be recognized as carrying amount of the consolidated party; recording value of fixed assets obtained by absorbing and consolidated by enterprise under different control should be recognized as fair value. (6) Recording value of financing leasehold should be recognized as fair value of leasing assets and present value of lowest leasing payment when leasing occurs whichever is lower. 3. Depreciation method of fixed assets Depreciation of fixed assets is provided for on a straight-line basis, the depreciation rate is recognized in accordance with category, estimated useful life and estimated residual rate of fixed assets. Fixed assets renovations expenses that meet the criteria of capitalization are depreciated on an individual basis over the interval of two renovations or remaining useful life of the fixed assets, whichever is shorter (2-5 years). For fixed assets leased through finance lease, if it can reasonably determine that the ownership of the leased assets will be obtained when the lease period expires, provision for depreciation will be made in useful life of leased assets; if it can’t reasonably determine that the ownership of the leased assets will be obtained when the lease period expires, provision for depreciation will be made in the lease period and useful life of leased assets, whichever is shorter. Fixed assets renovations expenses that meet the criteria of capitalization are averagely amortized according to the period between the two renovations, remaining lease period and the useful life of fixed assets, whichever is short. 61 Estimated useful life and annual depreciation rate of fixed assets by categories are as follows: Category Estimated useful life (year) Estimated net residual value rate (%) Annual depreciation rate (%) Buildings and 35 5% 2.71% constructions Machinery 10 5% 9.50% equipment Transportation 8 5% 11.88% equipment Office equipment 5 5% 19.00% and others (15) Construction in progress 1. Classification of construction in progress The Construction in progress will be calculated based on the classification of proposed projects. 2. Transfer time of construction in progress to fixed assets For the construction in progress, all expenses occurring before they are ready for the use will be the book values as the fixed assets. In case the construction in progress has been ready for use but the final accounts for completion have not been handled, from the date when such projects has been ready for use, the Company will evaluate the values and determine the costs based on the project budgets, prices or actual costs of projects, etc and the depreciation amount will also be withdrawn; when the final accounts for completion are handled, the Company will adjust the originally evaluated values subject to the actual costs, but will not adjust the withdrawn depreciation amount. (16) Borrowing expenses 1. Confirmation principle of capitalization of borrowing expenses In case the borrowing expenses occurring in the Company may directly be attributable to the construction and productions of assets complying with the capitalization conditions, they will be capitalized and accrued to the relevant capital costs; other borrowing expenses will be confirmed as the expenses based on the actual amount at the time of occurrence and accrued to the current profit or loss. The assets complying with the capitalization conditions mean the assets such as fixed assets, investment real estates and inventory, etc that need a long time of construction and production activities before they are ready for use or for sales. The borrowing expenses begin to be capitalized under the following circumstances: (1) The asset payment have been made which include the payment such as the paid cashes, transferred non-currency assets or borne liabilities with the interests to construct or produce the assets complying with the capitalization conditions; (2) The borrowing expenses have occurred; (3) The necessary construction or production activities to make the assets ready for use or sales have been launched. In case during the construction or production period the assets complying with the capitalization conditions are abnormally suspended and the suspension period exceeds 3 months continuously, the capitalization of borrowing expenses will also be suspended. The capitalization of borrowing expenses for the assets that have been constructed or produced and are ready for use or sales will be stopped. When parts of the purchased assets or assets whose production satisfies the capitalization conditions are completed respectively and can be used individually, the capitalization of the borrowing expenses of these parts will be stopped. 2. Capitalization period of borrowing expenses 62 The capitalization period means the period from the moment that the borrowing expenses start to be capitalized to the moment that the capitalization is stopped, which does not include the period that the capitalization of borrowing expenses is suspended. 3. Calculation method about capitalization amount of borrowing expenses The interest expenses for special loans (after the deduction of interest income generated by the unused loan capitals or the investment return obtained from the temporary investments) and auxiliary expenses will be capitalized before the assets complying with the capitalization conditions are ready for the expected use or sales. The interest amount of general loans to be capitalized will be determined by multiplying the weighted average amount of the asset payment by which the accumulated assets exceed the special loans with the capitalization rate of general loans. The capitalization rate will be determined based on the weighted average interest rate of general loans. In case the loans have the discounts or premiums, the Company will adjust the interest amount in each period based on the amortized discount and premium amount in each accounting period in accordance with the actual interest rate method. (17) Accounting method of intangible assets 1. Calculation method of intangible assets When acquiring, the intangible assets are generally recorded according to actual cost. (1) For those the price of intangible assets deferred paid exceed normal credit condition so substantively has financing character, the cost of intangible assets is confirmed on the basis of present value of purchasing price. (2)For fixed assets formed through obtaining them by the debtor paying for debt in debt restructure, recognize its recording value as fair value of the fixed assets, and record the difference between the carrying amounts of debt restructure and the fixed assets used for paying debt into current profit or loss; in the circumstance of the non monetary assets exchange has commercial nature and fair value of surrendered or received assets can be measured reliably, recording value of received assets should be recognized as fair value of surrendered assets unless there is clear evidence to indicate that fair value of received assets is more reliable; for non monetary assets exchange which doesn’t meet the requirement of premise mentioned above, cost of received assets should be recognized as carrying amount and related tax expenses payable of surrendered assets and should not be recognized as profit or loss. (3) Recording value of fixed assets obtained by absorbing and consolidated by enterprise under the common control should be recognized as carrying amount of the consolidated party; recording value of fixed assets obtained by absorbing and consolidated by enterprise under different control should be recognized as fair value. 2. Useful life and amortization of intangible assets (1) Estimation of useful life for intangible assets with finite useful life: At end of each year, the Company will recheck the useful life of intangible assets with the definite useful life and amortization method will be rechecked. According to the re-check, the useful life and amortization method of the intangible assets at the end of the year are not different from those estimated before. (2) Amortization of intangible assets: In case their useful life is limited, the intangible assets are amortized evenly over the period in which they produce economic profit for the Company; in case it is impossible to evaluate the useful life when the intangible assets bring the benefits to enterprises, it will be deemed that the useful life of such intangible assets is uncertain and amortization is not applicable. (18) Amortization method and term of long-term expenses to be amortized Long-term expenses to be amortized will be averagely amortized in the benefit period, including: 63 1. Prepaid rentals for operating leased fixed assets will be averagely amortized according to the term stipulated in the lease contract. 2. Fixed assets improvement expenses for operating leased fixed assets will be averagely amortized according to the remaining lease period and the useful life of leased assets, whichever is shorter. (19) Impairment of fixed assets, construction in progress, intangible assets, goodwill and other long-term non-financial assets For long-term non-financial assets such as fixed assets, construction in progress, intangibles, etc, the Company assesses whether signs of possible impairment exist at end of each year. Impairment tests are performed on goodwill arises from business combinations and intangibles with uncertain useful life regardless of whether signs of possible impairment exist. For assets with signs of impairment, recoverable amounts are estimated: (1) When there are signs of possible impairment on assets, the Company estimates the recoverable amount of the assets on an individual basis. (2) If it is not possible to estimate the recoverable amount of the individual asset, the Company shall determine the recoverable amount of the asset group to which the asset belongs. (3) Recoverable amounts are determined as the fair value of the assets after netting off costs of disposal, and the current value of projected future cash flows generated by the assets, whichever is higher. When the recoverable amount of an asset is lower than the book value of the asset, the book value of the asset is reduced to its recoverable amount. The amount reduced is recognized as impairment loss on assets in the current profit or loss statement, and provision for impairment loss on assets is recorded at the same time. Future depreciation or amortization of assets is adjusted after recognition of impairment loss so that the adjusted book value of the assets (less estimated residual value) is amortized systematically over their remaining useful life. Impairment loss on long-term non-financial assets such as fixed assets, construction in progress, intangibles, etc shall not be reversed once recognized. (20) Estimated liabilities 1. Recognizing principles: When businesses related to external security, pending litigation or arbitration, product quality assurance, retrenchment plan, contract of loss, reconstruction obligation, disposing obligation of fixed assets and other contingencies satisfy all the following conditions, the Company will recognize them as liabilities: (1) The obligation is the present obligation of the Company; (2) The performance of such obligation is likely to lead to an outflow of economic benefits; (3) The amount of the obligation can be reliably measured. 2. Measurement methods Estimated liabilities shall be initially measured according to the best estimated amount required to be paid when current obligations are fulfilled. When determining the best estimated amount, it should take full consideration of the risks, uncertainties and time value of money related to contingencies. Best estimated amount is handled under the following circumstances: (1) if the amount required is in a continuous range, and the likelihood of various outcomes within the scope is same, then the estimated amount is determined according to the median of the range, that is the average amount of upper and lower caps. (2) if the amount required isn’t in a continuous range, or there isn‘t such a continuous range but the likelihood of various outcomes within the scope isn’t same, such as the contingency involves a single item, then the best 64 estimated amount is determined in accordance with the amount with most likelihood; if the contingency involves several items, then the best estimated amount is determined according to various possible outcomes and associated probabilities. If expenses required to settle all or part of estimated debt are expected to be compensated by a third party, then the amount of compensation will be separately recognized as an asset upon basically being identified to be received, and the amount of compensation recognized will not exceed the book value of projected liabilities. (21) Income 1. Sale of goods Revenue from the sale of goods is recognized when the enterprise has transferred to the buyer the significant risks and rewards of ownership of the goods; the enterprise retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; it is probable that the economic benefits associated with the transaction will flow to the enterprise; and the relevant amount of revenue and costs can be measured reliably. Real estate sales will be confirmed the realization of revenue thereof upon the complete and acceptance of real estate, meeting the delivery terms of sales contract, and obtaining the proof of payment made by the purchasers according to the agreement under the contract on delivering real estate (usually after receiving the first phase of sales contract payment and confirming the payment arrangements of the remaining). 2. Rendering of service In case on the preparation date of balance sheet the results about service transaction can be reliably evaluated, the labor income will be confirmed by the completion percentage method. The completed percentage of service transactions is determined by the measurement of finished work (or the proportion of services performed to date to the total services to be performed, or the proportion of costs incurred to date to the estimated total costs). The Company will determine the total amount of rendering of service based on the prices in contracts and agreements that have been received or will be receivable, except that such prices are not fair. On the balance sheet date, the current labor incomes will be determined based on the amount after the total labor income amount multiplied by the completion progress deducts the accumulated labors in the past accounting periods. At the same time, the current labor incomes will be carried forward based on the amount after the estimated total labor cost multiplied by the completion progress deducts the accumulated labors in the past accounting periods. In case the service transaction results on the preparation date of balance sheet cannot be reliably evaluated, they will be determined in the following methods: (1) In case the service costs that have occurred can be compensated, the service income will be confirmed based on such service costs and the same amounts will be settled as the service costs. (2) In case the service costs that have occurred cannot be compensated, such service costs will be accrued to the current profit or loss and will not be confirmed as the service costs. 3. Use right of transferred assets In case the economic benefits related to the transaction will probably flow into the enterprise and the income amounts can be reliably calculated, the Company will determine the income amount about use right of transferred assets by the following means: (1) The interest income amount will be calculated and determined based on the use time of currency capital from the Company by others and actual interest rate. (2) The income amount of use expenses will be calculated and determined subject to the charging time and method agreed in the relevant contracts and agreements. 4. Government grants Government grants refer to monetary assets or non-monetary assets obtained free by a company from the 65 government, but not include the capital invested by government as a business owner. Government grants are classified to government grants related to assets and government grants related to income. Government grants will be recognized upon meeting both of the following two conditions: (1) The company can meet the conditions attached to government grants; (2) The company can receive government grants. Government grants related to assets are recognized as deferred income and are averagely distributed in the life of relevant assets, and recorded to current profit or loss. Government grants related to income are handled under the following circumstances: (1) If such grants are used to compensate for relevant costs and losses of the company during later periods, they will be recognized as deferred income and recorded to current profit or loss upon recognizing related costs; (2) If such grants are used to compensate for relevant costs and losses occurred of the company, they will be directly through current profit or loss. (22) Deferred income tax assets / deferred income tax liabilities Corporate income tax will be calculated by liability method of the balance sheet. The company’s tax base will be determined upon the company obtains the assets or liabilities; on the balance sheet date, take the balance sheet as the basis, and if the book value of related assets or liabilities are different to the tax bases provided by tax laws, it will calculate and confirm the deferred income tax assets or deferred income tax liabilities occurred in accordance with the provisions of tax laws, which effect will be included in current income tax expense. The company is subject to the limit of the amount of taxable income likely to be used to offset temporary difference, thus confirms the deferred income tax asset produced by the deductible temporary difference. In addition to the cases specified under income guidelines that no need to confirm the deferred income tax liabilities, the company should recognize related deferred income tax liabilities for all taxable temporary differences. (23) Operating lease and finance lease If the terms of the lease will be transferred to the lessee substantially together with all the risks and rewards related to the ownership of leased assets, then the lease is a finance lease, and other lease is operating lease. 1. The Company is as lessor In finance lease, at the lease beginning date, the Company takes the minimum lease receipt and the initial direct costs as the entry value of finance lease receivable, and records the unguaranteed residual value; and the difference between the sum of minimum lease receipt, initial direct costs and unguaranteed residual value and its present value is recognized as unrealized finance income. For unrealized finance income each period during the lease term, it will use the effective interest method to confirm the current financing income. For rent in operating lease, the Company will use the straight-line method to recognize profit or loss in each period during the lease term. Initial direct costs occurred will be through current profit or loss. 2. The Company is as lessee In finance lease, at the lease beginning date, the Company will take the lower of the fair value of the leased assets and the present value of minimum lease payment as the entry value of leased assets, and take the minimum lease payment as the entry value of long-term payables, and their difference will be as unrecognized finance cost. Initial direct costs are included in the value of leased assets. For unrecognized finance income each period during the lease term, it will use the effective interest method to confirm the current financing cost. The Company uses depreciation policy consistent with its own fixed assets to make provision for depreciation of leased assets. For rent in operating leases, the Company will use the straight-line method to record it into the cost of relevant 66 assets or current profit or loss in each period during the lease term; and initial direct costs occurred will be through current profit or loss. Rent in operating leases will be recorded into the cost of relevant assets or current profit or loss in each period during the lease term. (24) Changes of key accounting polices, accounting estimates and previous errors There are no changes of key accounting polices, accounting estimates and correction of material accounting errors and relevant effects in current reporting period. III. Taxation (1) Main type of tax and tax rate of the Company Type of tax Tax rate Taxable basis VAT 17% Revenue of product Business tax 5% Rental income Enterprise income tax 25% Taxable income 1. The Company implements the uniform tax rebate policy of export, i.e. the export is exempt from VAT and the input-VAT of goods is refunded with refund rate according to relevant rules before export in accordance with the requirements of tax law. 2. Since 1 Jan. 2008, other subsidiaries of the Company has adopted the applicable income tax rate of 25%, except for those company established in the below-mentioned districts. Companies established in Shenzhen Special Economic Zone are entitled to preferential enterprise income tax policy during five-year transitional period, i.e. since 1 Jan. 2008, applicable enterprise income tax rate of 18%, 20%, 22%, 24% and 25% are adopted from 2008 to 2012 respectively. Companies established in Hong Kong SAR are entitled to a profits tax rate of 16.5%. IV. Business combination and the consolidated financial statements The Company adopts the Accounting Policies for Business Enterprises No. 33 – Consolidated Financial Statements issued in Feb. 2006. All subsidiaries under the Company’s control and main body with special objectives are included in the scope of consolidation. The consolidated financial statements are prepared by the parent company based on the individual financial statements of the parent company as well as the subsidiaries included in the scope of consolidation, with reference made to other relevant information and after adjustment to the long-term investments in subsidiaries’ equity under equity method. The internal equity investment and the owner’s equity of subsidiaries, internal investment income and profit distribution of subsidiaries, internal transactions, internal claims and liabilities will be offset upon consolidation. The accounting policies adopted by subsidiary and parent company are consistent. (If they are not consistent, a necessary adjustment shall be made to the financial statements of subsidiary in accordance with the accounting policy of parent company when the consolidated financial statements are prepared.) Unless otherwise specified, the unit of data listed in this section is RMB10,000. (1) Status of subsidiaries 1. Subsidiaries obtained through the establishment or investment 67 Balance of Actual net Place of Registered investment investment Shareholding Votin Typ Scope of Consolidate Name Registratio Nature capital (10 as at period in s g e business d or not n thousand) end(10 subsidiarie (%) (%) thousand) s in substance Investmen Shenzhen t and Rieys Co., Shenzhen Trading 5000 import & 4500 90 90 Yes Industrial Co., Ltd. export Ltd. trading Productio Puning Tianhe n and sales Garment of clothes Co., Manufactur 6510(HKD 6510(HKD Manufacturin Puning and 100 100 Yes Ltd. e ) ) g Factory Co., knitting Ltd. colorized cloth 2. Subsidiaries obtained through business consolidation not under common control Balance of net Actual Registered investment Typ Place of Scope of investment Shareholdings Voting Consolidated Name Nature capital (10 in e Registration business as at (%) (%) or not thousand) subsidiaries period end in substance Tianrui (HK) Co., Trading Co., Hong Kong Trading 1(USD) Trading 1(USD) 100 100 Yes Ltd. Ltd. Property Puning development Hengda Real Co., Property (operate Estate Puning 2600 14660 100 100 Yes Ltd. development with valid Developmen qualification t Co., Ltd. certificate) 3. Minority shareholders’ equity and gains & losses of minority shareholders 68 Balance of the owner's equity of parent company after deducting the share of current losses of Gains & losses of Minority minority shareholders over the Method to obtain Name of subsidiaries minority shareholders’ equity share of owner’s equity enjoyed subsidiary shareholders by such minority shareholders in the subsidiary in the period beginning Shenzhen Rieys Industrial Co., Ltd. 4,435,595.93 -60,112.10 Invest to establish (2) Subjects newly included in current scope of consolidation and subjects no longer included in current scope of consolidation 1. Subsidiaries, subjects with special purposes and business entities which controlling right is formed by entrusted operation or lease newly included in current scope of consolidation Naught 2. Subsidiaries, subjects with special purposes and business entities which controlling right is formed by entrusted operation or lease no longer included in current scope of consolidation Naught 3. Business combination not under common control occurred over the current period Naught 4. Subsidiaries reduced by sale of equity without controlling right over the current period Naught V. Notes to the items of consolidated financial statement (1) Monetary funds Closing balance Opening balance Item Exchange Equivalent to Exchange Foreign currency Foreign currency Equivalent to RMB rate RMB rate Cash RMB 994,916.36 1.0000 994,916.36 126,305.73 1.0000 126,305.73 USD 1.00 6.3249 6.32 1.00 6.3009 6.30 HKD 168.70 0.81522 137.53 168.70 0.8107 136.77 Subtotal 995,060.21 126,448.80 Bank deposits RMB 3,360,616.00 1.0000 3,360,616.00 1446,153.03 1.0000 1,446,153.03 USD 50.38 6.3249 318.65 90.87 6.3009 572.56 HKD 42,362.99 0.81522 34,534.66 31,222.41 0.8107 25,312.01 Subtotal 3,395,469.31 1,472,037.60 Other currency 69 funds RMB 2,268.32 1.0000 2,268.32 2,263.23 1.0000 2,263.23 Subtotal 2,268.32 2,263.23 Total 4,392,797.84 1,600,749.63 Note: The number of monetary funds at period-end is nore than the period-begin by RMB2,792,048.21, representing a change ratio of 174.42%, the reasons for the change is due to receiving the prepayment of houses. (2) Accounts receivable 1. Disclosure of accounts receivable by category Closing balance Opening balance Category Book balance Provision for bad debts Book balance Provision for bad debts Percent Percent Percent Percent Amount Amount Amount Amount (%) (%) (%) (%) Accounts receivable with significant 10,274,455.72 35.64 10,274,455.72 50.57 10,253,738.28 28.97 10,253,738.28 47.85 individual amount Accounts receivable with insignificant individual amount but in high risk portfolio 18,555,822.44 64.36 10,041,604.68 49.43 25,142,569.43 71.03 11,176,005.89 52.15 after grouping by credit risk characteristics Other accounts receivable not significant Total 28,830,278.16 100.00 20,316,060.40 100.00 35,396,307.71 100.00 21,429,744.17 100.00 2. Provision for bad debts of accounts receivable with significant individual amount or with insignificant individual amount but tested for impairment separately at year end (1) Accounts receivable with significant individual amount Provision Content of accounts receivable Book balance Bad debts Reasons ratio Victoria International(USA) INC 5,459,821.10 5,459,821.10 100% * Note Estimated to be irrecoverable Hongkong Jinhua Trading Company 4,224,304.63 4,224,304.63 100% for long age Estimated to be irrecoverable Guangzhou Chen Shunqin 335,904.80 335,904.80 100% for long age Shenzhen ITAT International Premier Brand Estimated to be irrecoverable 206,357.74 206,357.74 100% Membership Store for long age Estimated to be irrecoverable Ningbo Industrial and Commercial Bureau 26,354.45 26,354.45 100% for long age 70 Estimated to be irrecoverable Beijing Capital Airport 21,713.00 21,713.00 100% for long age Total 10,274,455.72 10,274,455.72 Note: Because the Company’s core customer named Victoria International (USA) INC had applied for bankrupt thus significantly affected the operation of the Company, after the analysis of assessing the possibility of their bad debts, the amount of provision for bad debts was 100% with the wariness principle. (2)Accounts receivable with insignificant individual amount but in high risk portfolio after grouping by credit risk characteristics Closing balance Opening balance Age Book balance Provision for bad Book balance Provision for bad Amount % debts Amount % debts Within 1 year 8,203,998.95 44.21 164,079.98 13,506,106.80 53.72 270,122.14 1-2 years 398,455.53 2.15 39,845.55 397,530.20 1.58 39,753.02 2-3 years Over 3 years 9,953,367.96 53.64 9,837,679.15 11,238,932.43 44.70 10,866,130.73 Total 18,555,822.44 100.00 10,041,604.68 25,142,569.43 100.00 11,176,005.89 3. There aren’t shareholders accounts holding more than 5% (including 5%) of the Company’s voting shares in current accounts receivable; 4. Top 5 units in outstanding amount of accounts receivable Relationship with the Percent in total accounts Name of unit Amount Age Company receivable Victoria International(USA) INC. Customer 5,459,821.10 Over 3 years 18.94 Huang Donglai Customer 5,163,378.50 Within 1 year 17.91 Hongkong Jinhua Trading Company Customer 4,224,304.63 Over 3 years 14.65 Brendwood International Corp. Customer 2,854,819.45 Over 3 years 9.90 Jinjing International Co., Ltd. Customer 2,544,982.60 Over 3 years 8.83 Total 20,247,306.28 70.23 (3) Other receivables 1. Disclosure of other receivables by category Closing balance Opening balance Category Book balance Provision for bad debts Book balance Provision for bad debts Amount % Amount % Amount % Amount % Other receivables with significant individual 4,306,435.56 4,306,435.56 19.00 4,306,435.56 9.52 4,306,435.56 23.59 amount 71 Other receivables with insignificant individual amount but in high risk 34,204,639.36 17,554,313.40 77.47 40,135,689.92 88.71 13,149,393.63 72.03 portfolio after grouping by credit risk characteristics Other accounts receivable not 800,000.00 800,000.00 3.53 800,000.00 1.77 800,000.00 4.38 significant Total 39,311,074.92 100.00 22,660,748.96 100.00 45,242,125.48 100.00 18,255,829.19 100.00 2. Other receivables with insignificant individual amount but in high risk portfolio after grouping by credit risk characteristics Closing balance Opening balance Age Book balance Provision for bad Book balance Provision for bad Amount % debts Amount % debts Within 1 year 9,466,853.10 27.68% 189,337.06 16,485,264.97 41.07% 329,705.30 1-2 years 2,957,950.80 8.65% 295,795.08 7,078,773.64 17.64% 1,493,605.37 2-3 years 4,900,407.76 14.33% 2,450,203.80 6,951,837.36 17.32%2 3,475,918.68 Over 3 years 16,879,427.70 49.34% 14,618,977.38 9,619,813.95 23.97% 7,850,164.28 Total 34,204,639.36 100.00% 17,554,313.40 40,135,689.92 100.00% 13,149,393.63 3. There isn’t shareholders overdue payment holding more than 5% (including 5%) of the Company’s voting shares in current other receivables 4. Top 5 in outstanding amount of other receivables in period end Percent in total Relationship with Name of unit Amount Age other the Company receivabl e 1,800,200.0 Puning Huafengqiang Trade Co., Ltd. Supplier 1-2 years 4.58% 0 1,717,106.0 Puning Shenglilai Sewing Machine Co., Ltd. Supplier 2-3 years 4.37% 0 The leasor of 1,276,000.0 Within 1 Puning Rieys Paper Industrial Co., Ltd.. 3.25% factory 0 year 1,170,000.0 Puning Zhongxinglian Textile Co., Ltd. Supplier 1-2 years 2.98% 0 STRICKWELT INTERNATIONAL TRADING (SHANGHAI) CO., 1,000,000.0 Supplier Over 3 years 2.54% LTD. 0 Total 6,963,306.0 17.71% 72 0 (4) Prepayment 1. Aging analysis Closing balance Opening balance Age Amount % Amount % Within 1 year 82,966,568.76 96.42% 73,641,517.03 97.34% 1-2 years 3,080.584.00 3.58% 2,010,000.00 2.66% 2-3 years Over 3 years Total 86,047,152.76 100.00% 75,651,517.03 100.00% 2. Top 5 units in prepayment Relationship with the Name of unit Amount Year Pending reasons Company In the period of Guangsha Construction Group Co., Ltd. Builder 65,094,767.96 2011 construction (Shenzhen Branch) contract execution Shenzhen Pengji Property Management In the period of Supplier 5,000,000.00 2012 Service Co., Ltd. contract execution In the period of Hitachi Elevator (China) Co.,Ltd. Supplier 4,998,704.00 2011 contract execution In the period of Shenzhen Jinju Fire Fighting Electrical and Builder 2,610,000.00 2011 construction Mechanical Engineering Co., Ltd. contract execution In the period of Puning Jinhaohui Trading Co., Ltd. Supplier 2,200,000.00 2012 contract execution Total 79,903,471.96 3. During the reporting period, there was no prepayment due from shareholders who hold 5% or more of the voting rights of the Company. (5) Inventories and provisions for impairment in value of inventory 1. Classification of inventory Closing balance Opening balance Items Book balance Provision for impairment Book balance Provision for impairment Raw materials 238,604.00 47,720.80 1,633,596.00 723,540.76 73 Goods in stock 1,654,780.91 651,441.21 913,254.63 773,977.35 Products in progress 17,156.52 1,245,439.22 Goods delivered 1,739,916.13 Developed Product in progress 340,007,283.66 285,474,567.20 Total 341,917,825.09 699,162.01 291,006,773.18 1,497,518.11 2. Provision for impairment in value of inventory Book balance at Provision at Decrease at current period Book balance at Category period-begin current period Reversal Other decrease period-end Raw materials 723,540.76 675,819.96 47,720.80 Goods in stock 773,977.35 122,536.14 651,441.21 Total 1,497,518.11 798,356.10 699,162.01 Note: For other decrease in the current provision for impairment in value of inventory, it is caused by that the Company sells the goods in stock. (6) Original cost of fixed assets and accumulated depreciation 1. Original cost of fixed assets Category Opening amount Increase this period Decrease this period Closing amount Buildings and constructions 119,088,227.16 119,088,227.16 Machinery equipment 2,540,931.00 2,540,931.00 Transportation equipment 6,184,899.10 525,268.23 793,632.00 5,916,535.33 Office equipment and others 1,392,320.58 7,100.00 1,399,420.58 Total 129,206,377.84 532,368.23 793,632.00 128,945,114.07 Note: (1) Original cost of fixed assets disposed in the current period is RMB 793,632.00; (2)Original cost of fixed assets under mortgage or guarantee at the period end is RMB 59,869,418.09, please see note 8 (1) for details. 2. Accumulated depreciation Category Opening amount Increase this period Decrease this period Closing amount Buildings and constructions 32,016,820.06 1,753,976.40 22,564.26 33,748,232.20 Machinery equipment 1,703,186.40 75,918.96 1,779,105.36 Transportation equipment 2,676,754.24 320,991.60 647,936.85 2,349,808.99 Office equipment and others 532,098.04 123,228.50 655,326.54 Total 36,928,858.74 2,274,115.46 670,501.11 38,532,473.09 3. Provision for impairment losses on fixed assets Naught 74 4. Carrying amount of fixed assets Category Opening amount Increase this period Decrease this period Closing amount Buildings and constructions 87,071,407.10 -1,753,976.40 -22,564.26 85,339,994.96 Machinery equipment 837,744.60 -75,918.96 761,825.64 Transportation equipment 3,508,144.86 204,276.63 145,695.15 3,566,726.34 Office equipment and others 860,222.54 -116,128.50 744,094.04 Total 92,277,519.10 -1,741,747.23 123,130.89 90,412,640.98 5. Mortgaged or guaranteed fixed assets Accumulated Category Original book value Net book value depreciation Buildings and constructions 40,281,405.99 14,340,502.55 25,940,902.44 Machinery equipment 19,588,012.10 18,608,611.49 970,400.61 Total 59,869,418.09 32,949,114.04 26,920,304.05 (7) Project materials Opening amount Closing amount Increase this Decrease Category Provision for Provision for Book balance period this period Book balance impairment impairment Gravel 54,526.00 54,526.00 Total 54,526.00 54,526.00 (8) Intangible assets 1. Original cost of intangible assets Original cost at Original cost at Item period beginning Increase this period Decrease this period period end Land use right 33,659,416.00 33,659,416.00 Computer software 373,115.00 373,115.00 Total 34,032,531.00 34,032,531.00 Of which: (1) Original cost of intangible assets of RMB 13,863,200.00 is used as a mortgage or guarantee for the loan of RMB 40 million from China Everbright Bank, Guangzhou Branch, the maturity date is September 27, 2009. 2. Accumulated amortization Items Opening amount Amortization this period Decrease this period Closing amount Land use right 5,266,050.43 336,594.12 5,602,644.55 Computer software 373,115.00 373,115.00 Total 5,639,165.43 336,594.12 5,975,759.55 3. Carrying amount of intangible assets 75 Decrease this Items Opening amount Closing amount Increase this period period Land use right 28,393,365.57 -336,594.12 28,056,771.45 Computer software Total 28,393,365.57 -336,594.12 28,056,771.45 (9) Deferred income tax assets 1. Recognized deferred income tax assets Items Opening amount Increase this period Decrease this period Closing amount Provision for 8,919,528.60 1,127,998.98 509,697.48 9,537,830.10 impairment of assets Initial expenditure Deductible loss Subtotal 8,919,528.60 1,127,998.98 509,697.48 9,537,830.10 2. Unrecognized deferred income tax assets Items Closing amount Opening amount Deductible temporary difference 0.00 0.00 Total 0.00 0.00 3. Temporary differences corresponding to assets or liabilities causing temporary differences Item Amount of temporary differences Loss remediable Provision for impairment 38,151,320.40 Total 38,151,320.40 (10) Details of provision for asset impairment Opening book Increase this Decrease this period Closing book Items balance period Reversal Written off balance 1. Provision for bad debts 39,685,573.36 4,537,367.09 1,246,131.09 42,976,809.36 Of which: Accounts 21,429,744.17 132,447.32 1,246,131.09 20,316,060.40 receivable Other receivables 18,255,829.19 4,404,919.77 22,660,748.96 2. Provisions for impairment in 1,497,518.11 798,356.10 699,162.01 value of inventory Total 41,183,091.47 4,537,367.09 1,246,131.09 798,356.10 43,675,971.37 (11) Short-term loan 76 1. Short-term loan Items Closing balance Opening balance Credit loan Pledged loan 26,599,960.00 36,099,960.00 Mortgaged loan Secured loan 37,600,000.00 37,600,000.00 Total 64,199,960.00 73,699,960.00 Notes: Please see Note 6(4) for details on relevant pledge, mortgage and security. 2. Expired but unpaid short-term loans: Remark (repaid after Overdue Expected Unit Amount Interest rate Purpose statement reason repay date date should be specified) Puning Association of Borrow the Financial Country Credit Union 5,000,000.00 8.49600% new to pay the difficulty Liusha West Union old Puning Association of Borrow the Financial Country Credit Union 6,000,000.00 11.20500% new to pay the difficulty Liusha West Union old Puning Association of Borrow the Assets Country Credit Union 22,600,000.00 10.80000% new to pay the restructuring Liusha West Union old Puning Association of Borrow the Financial Country Credit Union 15,000,000.00 10.80000% new to pay the difficulty Liusha West Union old Borrow the China Everbright Bank, Financial 15,599,960.00 12.32550% new to pay the Guangzhou Branch difficulty old Total 64,199,960.00 Note: (1) The Company paid back the loan principal totaling RMB 9.5 million to China Everbright Bank, Guangzhou Branch in the reporting period. As of 30 June 2012, the Company remained a loan balance of RMB15,599,960 in China Everbright Bank, Guangzhou Branch. All loans of the Company are overdue in the reporting day; (2) As of 30 June 2012, the Company remained a loan balance of RMB 48.6 million in Puning Association of Country Credit Union Liusha West Union, all of which are overdue in the reporting day; (3) As of the closing date of the financial report, the overdue loans above haven’t been sued over by the bank for payment. (12) Accounts payable Closing balance Opening balance Items Amount % Amount % Within 1 year 7,442,813.63 88.30% 10,191,972.06 94.77% 1-2 years 509,258.00 6.04% 444,281.74 4.13% 77 2-3 years 276,362.51 3.28% 20,567.65 0.19% Over 3 years 200,167.58 2.38% 97,608.70 0.91% Total 8,428,601.72 100.00% 10,754,430.15 100.00% 1. There is no accounts payable due to shareholders who has more than 5% (including 5%) voting shares of the Company in closing balance. 2. There is no accounts payable due to related parties in closing balance. 3. Accounts payable at year-end decrease by RMB 2,325,828.43 compared with period-begin, representing a decrease of 21.63%, the reason is: Puning Tianhe Garment Manufacturing Factory Co., Ltd. paid back suppliers’ payment for goods. (13) Advances from customers Closing balance Opening balance Aging Amount % Amount % Within 1 year 140,936,314.35 99.91% 14,353,378.00 99.72% 1-2 years 85,283.00 0.06% 2-3 years Over 3 years 39,821.24 0.03% 39,821.24 0.28% Total 141,061,418.59 100.00% 14,393,199.24 100.00% 1. There is no advance from customers due to shareholder who has more than 5% (including 5%) voting shares of the Company in closing balance. 2. There is no advance from customers due to related parties in closing balance. (14) Other accounts payable Items Closing balance Opening balance Within 1 year 4,279,254.98 62,144,224.59 1-2 years 1,330,000.00 790,825.00 2-3 years 235,825.00 850,979.54 Over 3 years 500,023.50 330,234.30 Total 6,345,103.48 64,116,263.43 1. There is no other accounts payable due to shareholder who has more than 5% (including 5%) voting shares of the Company in closing balance. 2. For closing balance of related parties payment, please see to Note 6 (4)3 for details. 3. Closing balance of other accounts payable decreases RMB 57,771,159.95 than opening balance, with a change rate of 90.10%, for the reason of paying back capital of related party. (15) Payroll payable 78 Decrease in the reporting period Closing Opening Increase this Item Paid in the book book balance period Other decrease reporting period balance 1. Salaries and wages, bonus, allowance and 665,978.15 2,831,011.06 2,920,097.82 576,891.39 subsidies 2. Employee welfare 103,834.79 425,909.88 436,981.89 92,762.78 3. Social insurance 147,051.85 147,051.85 4. Housing welfare fund 33,116.40 33,116.40 5. Union welfare fund and employee education fund Total 769,812.94 3,437,089.19 3,537,247.96 669,654.17 Note: In accordance with social insurance policy specified by local government, the Company has gradually improved the specific policies and payment standards of social insurance with consideration of practical conditions of the Company. (16) Taxes and surcharges payable Applied statutory Items Closing balance Opening balance tax rate VAT 258,568.20 -1,055,675.43 17% Business Tax 334,224.09 334,224.09 5% City Construction & -218,821.70 197,012.43 5%、3% education surcharges Enterprise Income Tax 3,635,935.17 3,770,853.31 25% Individual income tax 126,540.09 126,311.01 Real estate tax 173,187.71 761,246.32 1.20% Stamp tax -1,914.30 0.00 RMB 6 yuan/squre meter, Land use tax 22,770.00 262,890.0 RMB 9 yuan/square meter Embankment protection costs, 146.61 8,098.71 etc. Total 4,330,635.87 4,404,960.44 (17) Interest payable Items Closing balance Opening balance Short-term loan interest 40,081,175.19 35,818,609.17 Total 40,081,175.19 35,818,609.17 Note: (1) Interest payable is loan interest overdue to financial institutions, the year and amount increase RMB 4,262,566.02 than the year-begin, representing an increase ratio of 11.90%, the reason for the change is: the unpaid interest of period end overdue loans increase. 79 (2) Please see Note 5(13) for overdue interest of the Company. (18) Share capital Increase(+) decrease(-) Share capital Opening New by Closing Item Percent Bonus Percent amount shares transfer Other Subtotal amount shares issue of capital reserve I. Unlisted shares in 164,025,000 51.48% 164,025,000 51.48% circulation 1. Sponsor’s 164,025,000 51.48% 164,025,000 51.48% shares Including: shares held by the State Shares held by domestic 164,025,000 51.48% 164,025,000 51.48% legal person Shares held by foreign legal person 2. Raised legal person shares 3. Employee shares 4. Preferred stock or other II. Listed shares in 154,575,000 48.52% 154,575,000 48.52% circulation 1. RMB ordinary shares 2. Domestic listed foreign 154,575,000 48.52% 154,575,000 48.52% shares 3. Overseas listed foreign shares 80 4. Other III. Total 318,600,000 100.00% 318,600,000 100.00% shares (19) Capital reserve Increase in Decrease in current Item Opening amount Closing amount current period period Share capital premium 52,129,496.58 52,129,496.58 Total 52,129,496.58 52,129,496.58 (20) Surplus reserve Increase in Decrease in current Item Opening amount Closing amount current period period Statutory Surplus Reserves 49,036,260.20 49,036,260.20 Discretionary surplus reserves 37,000,000.00 37,000,000.00 Total 86,036,260.20 86,036,260.20 (21) Retained profit Withdrawal or Item Amount distribution ratio Undistributed profit at the end of previous year before -127,219,679.36 adjustment Total undistributed profit at beginning of adjustment year (add +, less-) Adjusted undistributed profit at year beginning -127,219,679.36 Increase: Net profit attributable to owner of parent -13,570,192.44 company this year Less: Appropriating statutory surplus reserve Appropriating discretionary surplus reserve Appropriating general risk reserve Common stock dividend payable Common stock dividend transferred as share capital Retained profit at period end -140,789,871.80 (22) Operating revenue and operating cost 1. Operating revenue Item Occurred in current period Occurred in previous period Income from main operations 7,617,917.19 45,901,330.11 81 Other operation income 860,000.00 Cost of main operations 5,242,728.04 36,876,088.93 Other operation cost 800,527.98 2. Main operations (by industry) Occurred in current period Occurred in previous period Industry Operating revenue Operating cost Operating revenue Operating cost Industry 7,617,917.19 5,242,728.04 40,213,136.18 34,688,558.44 Commerce 8,665,642.39 5,164,978.95 Total 7,617,917.19 5,242,728.04 48,878,778.57 39,853,537.39 Internal offset and -2,977,448.46 -2,977,448.46 deduction Total 7,617,917.19 5,242,728.04 45,901,330.11 36,876,088.93 3. Main operations (by region) Current period Previous year Region Operating revenue Operating cost Operating revenue Operating cost Export sales of clothes 2,815,199.68 3,001,269.15 43,281,396.53 37,670,146.99 Domestic sales of 4,802,717.51 2,241,458.89 5,597,382.04 2,183,390.40 clothes Subtotal 7,617,917.19 5,242,728.04 48,878,778.57 39,853,537.39 Internal offset and -2,977,448.46 -2,977,448.46 deduction Total 7,617,917.19 5,242,728.04 45,901,330.11 36,876,088.93 4. The total sales to Top 5 customers of the Company amounted to RMB 7,617,917.19, accounting for 100% of total revenue of the Company in current period. Percent in total operating revenue Name of customer Operating revenue of the Company (%) Huang Donglai 4,554,169.65 59.78 KEENZONE LIMITED 1,558,329.73 20.46 HONOURLINK 1,256,869.95 16.50 Xu Zejia 248,547.86 3.26 Total 7,617,917.19 100.00 (23) Operating revenue and surcharges 82 Occurred in current Occurred in previous Item Accounting standard period period Urban construction and 34,958.44 5% maintenance tax Education expenses and 15,468.59 7%、5% surcharges Others 788.18 3%、2% Total 51,215.21 (24) Financial expense Item Occurred in current period Occurred in previous period Interest expenses 4,262,566.02 8,262,191.25 Less: Interest income 2,927.43 21,904.17 Exchange loss 1,087,258.12 Less: Exchange gain 54,799.14 Other 23,260.56 88,887.47 Total 4,228,100.01 9,416,432.67 Note: Financial expenses down by RMB 5,188,332.66 than that of last year, with a change of 55.10%, for the reason of the loan interest decreased as the Company repaid loan. (25) Investment income Occurred in current Occurred in previous Items period period Long-term equity investment income recognized with cost method Long-term equity investment income recognized with equity method Investment income generated from disposal of long-term 8,060,304.49 equity investments Investment income generated from holding of trading financial assets Investment income generated during the investment return achieved from investments held to maturity Investment income generated from holding financial assets available for sale Investment income generated from disposal of trading 108,547.06 financial assets Investment income generated from investment held to maturity Other Total 8,168,851.55 83 (26) Impairment loss on assets Occurred in current Occurred in previous Items period period 1. Loss on bad debts 3,264,821.27 -7,184,306.29 2. Loss on falling price of inventory -798,356.10 3. Impairment loss on financial assets available for sale 4. Impairment loss on investment held to maturity 5. Impairment loss on long-term equity investment 6. Impairment loss on investment property 7. Impairment loss on fixed assets 8. Other Total 2,466,465.17 -7,184,306.29 (27) Non-operating revenue Items Occurred in current period Occurred in previous period 1. Total gain on disposal of 869.85 non-current assets Of which: gain on disposal of 869.85 fixed assets Gain on disposal of intangible assets 2. Gain on debt restructuring 3. Profits of non-monetary assets exchanged 4. Donations 5. Government grants 32,674.00 6. Other 531.35 39,995.46 Total 1,401.20 72,669.46 (28) Non-operating expenses Items Occurred in current period Occurred in previous period 1. Total loss on disposal of non-current assets 1,173,554.55 Of which: loss on disposal of fixed assets 1,173,554.55 Loss on disposal of intangible assets 84 2. Loss on debt restructuring 3. Loss of non-monetary assets exchanged 4. Donation expenses 40,000.00 670,000.00 5. Settlement loss 6. Surcharge expenditures 18,179.50 26,897.15 7. Other 83.45 Total 58,179.50 1,870,535.15 (29) Income tax expenses Items Occurred in current period Occurred in previous period Income tax for current period calculated by tax law and relevant regulations Deferred income tax adjustment -618,301.50 1,744,300.21 Total -618,301.50 1,744,300.21 (30) Calculation of ROE, basic earnings per share and diluted earnings per share EPS Profit of the reporting period Weighted average ROE Basic EPS Diluted EPS Net profit attributable to ordinary -0.0429 -0.04 -0.04 shareholders of the Company Net profit attributable to ordinary shareholders of the Company after -0.0428 -0.04 -0.04 deducting non-recurring gain or loss The above data is calculated using the following formulae: Weighted average return on net asset Weighted average return on net asset = P0/(E0+NP÷2+Ei×Mi÷M0– Ej×Mj÷M0±Ek×Mk÷M0) Where: P0 is net profit attributable to ordinary shareholders of the Company or net profit attributable to ordinary shareholders of the Company after deducting non-recurring gain or loss; E0 is the year beginning equity attributable to ordinary shareholders of the Company; Ei is increased equity attributable to ordinary shareholders of the Company which arises from new issuance of shares or conversion of debt instruments to stocks in the reporting period; Ej is reduced equity attributable to ordinary shareholders of the Company due to stock repurchase or cash dividend in the reporting period; M0 is the number of months of the reporting period; Mi is the number of accumulative months from the next month that equity is increased to the end of the reporting period; Mj is the number of months from the next month that equity is decreased to the end of the reporting period; Ek is the change of equity resulting from other transactions or events and attributable to ordinary shareholders; Mk is the number of accumulative months from the next month that other change of equity occurs to the end of the reporting period. Basic earnings per share 85 Basic earnings per share = P0÷S S= S0+S1+Si×Mi÷M0– Sj×Mj÷M0-Sk Where: P0 is net profit attributable to ordinary shareholders of the Company or net profit attributable to ordinary shareholders of the Company after deducting non-recurring gain or loss; S is weighted average number of ordinary shares outstanding; S0 is the total number of shares at the beginning of the year; S1 is the number of increased shares as a result of capitalization of reserves or scrip dividend during the reporting period; Si is the number of increased shares as a result of new issuance of shares or conversion of debt instruments to stocks during the reporting period; Sj is the number of reduced shares as a result of stock repurchase; Sk is the number of consolidated shares in the reporting period; M0 is the number of months of the reporting period; Mi is the number of accumulative months from the next month that the number of shares is increased to the end of the reporting period; Mj is the number of accumulative months from the next month that the number of shares is decreased to the end of the reporting period. (If the Company have any dilutive potential ordinary shares, they should be adjusted respectively and attributable to net profit of reporting period of ordinary shareholders and weighted average common shares outstanding, and by which calculate the diluted earnings per share) Diluted earnings per share = P1/(S0 +S1 +Si×Mi÷M0–Sj×Mj÷M0–Sk+weighted average number of increased ordinary shares arising from warrants, stock options and convertible debts) Where: P1 is net profit attributable to ordinary shareholders of the Company or net profit attributable to ordinary shareholders of the Company after deducting non-recurring gain or loss, and after the consideration of the effects of dilutive potential ordinary shares, make adjustment according to relevant provisions of “Accounting Standards of Enterprises”. In calculating the diluted earnings per share, the Company has taken into consideration the effects of all dilutive potential ordinary shares on net profit attributable to the Company's common shareholders or net profit attributable to the Company's common shareholders after deducting non-recurring profit or loss as well as weighted average number of shares, until the diluted earnings per share reach the lowest amount. (1) During period from balance sheet date to the date approved to issue the financial report, if the occurred stock dividend, reserve capitalization, share split or share consolidation impact the number of outstanding ordinary shares or potential common shares but without influent the amount of owner's equity, it should recalculate the earnings per share each comparative period at adjusted number of shares. (2) If business combination under the common control occurred during the reporting period, and the merging parties issue new shares as the price in the merger date, when calculate basic earnings per share for the reporting period, such new shares should be treated as outstanding common shares issued at the beginning of merge (weight average by weight of 1).When calculating of basic earnings per share during the comparison period, such shares should be treated as outstanding common shares issued at the beginning of comparison period. When calculating the earnings per share after deducting non-recurring profit or loss at the end of reporting period, the new shares issued by the merging parties on the merger date will be weighted from the month next to the combined date. When calculating the earnings per share after deducting non-recurring profit or loss during the comparison period, 86 the new shares issued by the merging parties on the merger date will not be weighted (the weight is 0).For the occurrence of business combination under the common control at the reporting period, and the merging parties issue new shares as the price in the merger date, when calculating the diluted earnings per share in the reporting period and comparison period, it should be treated according to the principles on calculation of basic earnings per share. (3) In the reporting period, if the company realizes the unlisted companies to list indirectly through share issue to purchase assets or other means and which composing a reverse purchase, then when calculating earnings per share of the reporting period: Weighted average number of ordinary shares in reporting period = weighted average number in the month from reporting period beginning to purchase date + weighted average number from the next month to purchase date to the end of the reporting period Weighted average number in the month from reporting period beginning to purchase date = weighted average number of purchaser (subsidiary in law) × exchange ratio in Purchase Agreement × number of cumulative months from year beginning to purchase date ÷ number of months of reporting period Weighted average number in the next month to purchase date to reporting period end = weighted average number of acquiree (parent company in law) × number of cumulative months from the next month to purchase date to reporting period end ÷ number of months of reporting period In the reporting period, if the company realizes the unlisted companies to list indirectly through share issue to purchase assets or other means, then when calculating earnings per share of the comparison period: Weighted average number of common shares in comparison period = Purchaser (subsidiary in law) × exchange ratio in Purchase Agreement (31) Notes to cash flow statement 1. Other cash received relevant to operating activities Item Amount Other loans received 8,071,501.00 Interest income received Other Total 8,071,501.00 2. Other cash paid relevant to operating activities Item Amount Other current payments paid 61,367,357.56 Audit and other intermediary fees paid 275,000.00 Fees relevant to operating activities paid 3,694,281.52 Total 65,336,639.08 (32) Supplementary information for cash flow statement 87 1. Supplementary information for cash flow statement Amount in current Amount in previous Supplemental information period period 1. Reconciliation of net profit to net cash flows generated from operating activities Net profit -13,630,304.55 -4,990,054.53 Add: Provision for assets impairment 2,466,465.17 -7,184,306.29 Depreciation of fixed assets, of oil-gas assets, of 2,517,371.53 3,543,484.57 productive biological assets Amortization of intangible assets 336,594.12 751,766.52 Amortization of long-term deferred expense 45,360.00 Losses on disposal of property, plant and equipment, -869.85 -8,060,304.49 intangible assets and other long-term assets (gains: negative) Loss on retirement of fixed assets (gains: negative) 1,173,554.55 Losses from variation of fair value (gains: negative) -3,404.00 92,647.52 Financial cost (gains: negative) 4,262,566.02 8,262,191.25 Investment loss (gains: negative) -108,547.06 Decrease in deferred income tax assets (gains: negative) -848,574.63 1,744,300.21 Increase in deferred income tax liabilities (decrease: negative) Decrease in inventory (gains: negative) -50,911,052.00 -42,277,264.96 Decrease in accounts receivable from operating 2,095,747.00 33,368,885.72 activities (gains: negative) Increase in payables from operating activities (decrease: 66,396,747.63 35,572,512.26 negative) Other Net cash flows generated from operating activities 12,681,286.44 21,934,225.27 2. Significant investing and financing activities that do not involving cash receipts and payment: Conversion of debt into capital Convertible bond due within one year Fixed assets financed by finance leases 3.Change on cash and cash equivalents: 4,392,797.84 4,515,752.81 Closing balance of cash 1,600,749.63 30,095,398.06 Less: Opening balance of cash Closing balance of cash equivalents Less: Opening balance of cash equivalents 88 2,792,048.21 -25,579,645.25 Net increase in cash and cash equivalents 2. Relevant information on acquiring or disposing subsidiaries and other business entities Amount in current Amount in previous Items period period I. Acquisition of subsidiaries and other business entities 1. Price for acquisition of subsidiaries and other business entities 2. Cash and cash equivalents paid for acquisition of subsidiaries and other business entities Less: Cash and cash equivalents held by subsidiaries and other business entities 3. Net cash paid for acquisition of subsidiaries and other business entities 4.Net assets of subsidiaries acquired Current assets Non-current assets Current liabilities Non-current liabilities II. Disposal of subsidiaries and other business entities: 1. Price for disposal of subsidiaries and other business 1.00 entities 2. Cash and cash equivalents received from disposal of 1.00 subsidiaries and other business entities Less: cash and cash equivalents held by subsidiaries and 174,067.95 other business entities 3. Net cash received from disposal of subsidiaries and other 1.00 business entities 4. Net assets of subsidiaries disposed -9,372,445.92 Current assets 17,331,307.57 Non-current assets 1,860,083.59 Current liabilities 28,563,837.08 Non-current liabilities 3. Composition of cash and cash equivalents Amount in current Amount in previous Items period period II. Cash 4,392,797.84 4,515,752.81 Of which: Cash in hand 995,060.21 1,705,287.34 Bank deposit available to pay at any time 3,395,469.31 2,806,586.20 Other money funds available to pay at any time 2,268.32 3,879.27 89 II. Cash equivalents Of which: Bonds maturing within 3 months III. Ending balance of cash and cash equivalents 4,392,797.84 4,515,752.81 Of which: cash and cash equivalents restricted to use for parent company or subsidiaries within the Group VI. Related parties and related parties transaction (1) Parent company of the Company Proportion Proportions of parent of parent Legal company’s company’s Ultimate Relatio Registered Business Registere controller Organizati Name Type represe shareholding voting nship address Nature d Capital ntative to the right to the of the on Code Company Company Company (%) (%) Puning No. 212, Shenghengc Build 46, Ma Chen Parent Limited Tradin 741222 hang Trade Qiao Guan Chanyi 9800 36.99% 36.99% Hongch compa liability Village, Liu g 32-1 Developmen ny ng eng Sha North t Co., Ltd. Street, Puning Note: Puning Shenghengchang Trade Development Co., Ltd., Shenzhen Rishen Investment Co., Ltd. and Shantou Lianhua Industrial Co., Ltd. are controlled by the same family, which belong to action-in-concert promulgated by Measures for the Administration of Disclosure of Information on the Change of Shareholdings in Listed Companies. (2) Subsidiaries of the Company For the Company's subsidiaries, please refer to Note 4 (1) "Subsidiaries". (3) Other related parties of the Company Name of entities Relationship with the Company Shareholder holding 10.68% stake of the Company, affiliate Shenzhen Rishen Investment Co., Ltd. controlled under Chen Hongcheng’s family Shareholder holding 3.81% stake of the Company, affiliate Shantou Lianhua Industrial Co., Ltd. controlled under Chen Hongcheng’s family Shanghai Hong Yi Property Limited Affiliate controlled under Chen Hongcheng’s family Chen Xuewen, Ma Chanying Direct relatives of Cheng Hongcheng Chen Meixiang Direct relatives of Cheng Hongcheng Vice-Board chairman of the Company, relative of Cheng Ding Lihong Hongcheng (4) Related parties transactions 1. Related party transactions of purchase and sale of goods, provide and receive services For subsidiaries having controlling relationship and have been included in the scope of our consolidated financial statements, the sales and procurement and other transactions among them as well as the parent company's sales 90 and procurement and other transactions have been offset, not detailed, and no related party transactions with other related parties. 2. Guarantee of related parties Guarantee has Loan balance Maturity been fully Guarantee Secured party Bank issuing loan (RMB10 date of performed or thousand) guarantee not Guangdong Rieys Puning Association of Puning Shenghengchang Trade Oct. 25, (Group) Company Country Credit Union 2260 No Development Co., Ltd. 2009 Limited Liusha West Union Chen Hongcheng, Chen Xuewen, Ding Lihong, Dongguan Jinjing Textile Co., Ltd., Puning Shenghengchang Trade Development Co., Ltd., Guangdong Rieys Puning Tianhe Garment China Everbright Bank, Sep. 27, (Group) Company 1560 No Manufacturing Factory Co., Ltd., Guangzhou Branch 2009 Limited Shantou Lianhua Industrial Co., Ltd., Shenzhen Rieys Industrial Co., Ltd., Shenzhen Rishen Investment Co., Ltd., Shanghai Hong Yi Property Limited Puning Tianhe Puning Association of Puning Shenghengchang Trade Garment Country Credit Union 1000 Jan. 5, 2010 No Development Co., Ltd. Manufacturing Liusha West Union Factory Co., Ltd. Puning Tianhe Puning Association of Puning Shenghengchang Trade Garment Apr. 10, Country Credit Union 500 No Development Co., Ltd. Manufacturing 2010 Liusha West Union Factory Co., Ltd. *1 As mentioned in Note 5 (7) (9), the Company took factory dormitory, machinery & equipment and land use right as collateral, meanwhile Ma Chanying took the two sets of properties in its name as collateral, in order to obtain the above bank loans for the Company. 3. Accounts receivable and payable among related parties Closing amount Opening amount Name of project (RMB10 thousand) (RMB10 thousand) Other payables: Shenzhen Risheng Chuangyuan Asset 4,840.66 Management Co., Ltd. Chen Xuewen 863.00 Total 5,703.66 VII. Contingencies No contingencies of the Company need to be disclosed. VIII. Commitments (1) Assets mortgage 1. The Company mortgaged its real estate to obtain RMB6,000,000 borrowing from Puning Association of Country Credit Union Liusha West Union. The maturity date is December 1, 2008; 2. The Company mortgaged its real estate to obtain RMB5,000,000 borrowing from Puning Rural Credit Union 91 West Liusha Branch. The maturity date is January 20, 2009; 3. The Company mortgaged its dormitory, machinery and equipment as well as land use right, in order to obtain RMB40 million borrowing from China Everbright Bank, Guangzhou Branch. The maturity date is September 27, 2009. Please see Note 6 (4) 2 for details. The original carrying value of the fixed assets and intangible assets mentioned in the aforesaid 1-3 points was RMB 73,732,618.09, and all of which were overdue. IX. Post-balance-sheet events The Company doesn’t have post-balance-sheet events to publish. X. Notes to financial statements of parent company (1) Accounts receivable 1. Constitution of accounts receivable Closing balance Opening balance Category Book balance Provision for bad debts Book balance Provision for bad debts Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Accounts receivable with significant individual amount Individually insignificant accounts receivable but in high risk 4,224,304.63 91.67 4,224,304.63 91.67 4,224,304.63 91.67 4,224,304.63 91.67 portfolio after grouping by credit risk characteristics Other insignificant 383,972.25 8.33 383,972.25 8.33 383,972.25 8.33 383,972.25 8.33 accounts receivable Total 4,608,276.88 100.00 4,608,276.88 100.00 4,608,276.88 100.00 4,608,276.88 100.00 2. Provision for bad debts of closing accounts receivable that is of individually significant or insignificant amount but tested for impairment individually Bad debts Content of accounts receivable Book balance Provision ratio Reasons amount Long-term credit, the Beijing Capital Airport 21,713.00 21,713.00 100% balance is controversial Ningbo Industrial and Long-term credit, the 26,354.45 26,354.45 100% Commercial Bureau balance is controversial Long-term credit, the Guangzhou Chen Shunqin 335,904.80 335,904.80 100% balance is controversial 92 Total 383,972.25 383,972.25 3. Individually insignificant accounts receivable but in high risk portfolio after grouping by credit risk characteristics: Closing balance Opening balance Aging Book balance Provision for Book balance Provision for Amount Proportion bad debts Amount Proportion bad debts Within 1 year 1-2 years 2-3 years Over 3 years 4,224,304.63 100% 4,224,304.63 4,224,304.63 100% 4,224,304.63 Total 4,224,304.63 100% 4,224,304.63 4,224,304.63 100% 4,224,304.63 4. Top 5 units in outstanding amount of accounts receivable Relationship Proportion in total Name of unit with the Amount Aging accounts receivable Company Hongkong Jinhua Trading Client 4,224,304.63 Over 3 years 91.67% Company Guangzhou Chen Shunqin Client 335,904.80 Over 3 years 7.29% Ningbo Industrial and Client 26,354.45 Over 3 years 0.57% Commercial Bureau Beijing Capital Airport Client 21,713.00 Over 3 years 0.47% Total 4,608,276.88 100.00% (2) Other receivables 1. Constitution of other receivables Closing balance Opening balance Category Book balance Provision for bad debts Book balance Provision for bad debts Proporti Proporti Proport Propor Amount on Amount on Amount ion Amount tion (%) (%) (%) (%) Other accounts receivable with 120,259,946.67 94.61 137,930,803.36 95.20 significant individual amount Other 3,035,132.95 2.39 1,284,654.46 25.23 3,147,662.99 2.17 1,148,344.08 23.18 individually 93 insignificant accounts receivable but in high risk portfolio after grouping by credit risk characteristic s Added other insignificant 3,806,735.56 3.00 3,806,735.56 74.77 3,806,735.56 2.63 3,806,735.56 76.82 accounts receivable Total 127,101,815.18 100.00 5,091,390.02 100.00 144,885,201.91 100.00 4,955,079.64 100.00 2. Provision for bad debts of closing other accounts receivable that is of individually significant or insignificant amount but tested for impairment individually Provision Content of other receivables Book balance Bad debts Reasons ratio 100.00% Export tax rebates receivable 2,331,608.20 2,331,608.20 Shenzhen Zhao Tong Investment Co., 100.00% Ltd. 500,000.00 500,000.00 Lin Jialin 100.00% 300,000.00 300,000.00 Qi Xing Construction Materials Distribution Shop, Bao'an District of 100.00% Shenzhen 200,000.00 200,000.00 Shenzhen Jin Ming Ren Information 100.00% Consulting Company 200,000.00 200,000.00 Zong Tongquan 100.00% 100,000.00 100,000.00 Chengde Xingye Paper Production 100.00% Co., Ltd. 89,229.41 89,229.41 100.00% Puning Weililai Textile Co., Ltd 50,000.00 50,000.00 Changsha Guanyuan Garments Co., 100.00% Ltd 12,150.00 12,150.00 Changsha Hat Factory 100.00% 10,542.95 10,542.95 100.00% Cai Weixian 9,500.00 9,500.00 100.00% Chen Hanbiao 3,600.00 3,600.00 Shenzhen Youtianda Industry CO., 100.00% Ltd. 105.00 105.00 Total 3,806,735.56 3,806,735.56 100.00% 3. Individually insignificant other accounts receivable but in high risk portfolio after grouping by credit risk characteristics: Closing balance Opening balance Aging Book balance Provision for Book balance Provision for 94 Proportion bad debts Proportion bad debts Amount Amount (%) (%) Within 1 year 617,367.52 20.34% 12,347.35 1,558,717.44 49.52% 31,174.35 1-2 years 867,738.96 28.59% 86,773.90 211,732.36 6.73% 21,173.24 2-3 years 181,626.56 5.98% 90,813.28 19,246.86 0.61% 9,623.43 Over 3 years 1,368,399.91 45.09% 1,094,719.93 1,357,966.33 43.14% 1,086,373.06 Total 3,035,132.95 100.00% 1,284,654.46 3,147,662.99 100.00% 1,148,344.08 4. Top 5 in outstanding amount of other receivables in period-end Proportion in total Relationship with Name of unit Amount Aging other receivable the Company (%) Puning Rieys Paper Industrial Within 1 Client 1,276,000.00 1.00 Co., Ltd. year Shenzhen Zhao Tong Investment Client 600,000.00 Over 3 years 0.47 Co., Ltd. Within 1 Huang Donglai Client 300,000.00 0.24 year Lin Guilin Client 300,000.00 Over 3 years 0.24 Shenzhen Jin Ming Ren Client 200,000.00 Over 3 years 0.16 Information Consulting Company Total 2,676,000.00 2.11 (3) Long-term equity investments Stake Voting Change Differenc Audit Balance at year in the in the Investee Initial investment Opening balance (increase or e method end investe investee decrease) statement e (%) (%) Shenzhen Rieys Cost 45,000,000.00 45,000,000.00 45,000,000.00 90 90 Industrial method Co., Ltd. Puning Tianhe Garment Subsidiar Cost Manufact 51,712,500.42 51,712,500.42 51,712,500.42 75 100 y holds method uring 25% Factory Co., Ltd. Tianrui (HK) Cost 8.26 8.26 8.26 100 100 Trading method Co., Ltd. Puning Hengda Cost 146,600,000.00 146,600,000.00 146,600,000.00 100 100 Real method Estate 95 Developm ent Co., Ltd. (4) Operating revenue and operating cost Items Occurred in current period Occurred in previous period Operating revenue 0.00 860,000.00 Operating cost 0.00 800,527.98 Operating profit 0.00 59,472.02 Note: Operating revenue of this period decreased by RMB 860,000.00 over previous period, for the reason of the parent company hasn’t engaged in entity production and operation, and transferred to the mode of group management. (5) Investment income Occurred in current Occurred in previous Name of investee period period Long-term equity investment income recognized with cost method Long-term equity investment income recognized with equity method Investment income generated from disposal of long-term equity investments Investment income generated from holding of trading 120,369.70 financial assets Investment income generated during the investment return achieved from investments held to maturity Investment income generated from holding financial assets available for sale Investment income generated from disposal of trading financial assets Investment income generated from investment held to maturity Investment income generated from financial assets available for sale Other Total 120,369.70 (6) Supplementary information for cash flow statement Amount in current Amount in previous Supplementary information period period 1. Reconciliation of net profit to net cash flows generated from operating activities: Net profit -7,681,829.28 10,955,971.24 96 Add: Provision for impairment of assets 136,310.38 41,174.16 Depreciation of fixed assets, of oil-gas assets, of 1,751,726.58 4,033,204.64 productive biological assets Amortization of intangible assets 336,594.12 893,606.44 Amortization of long-term deferred expense Losses on disposal of property, plant and equipment, 578,733.69 intangible assets and other long-term assets (gains: negative) Loss on retirement of fixed assets (gains: negative) Losses from variation of fair value (gains: negative) -3,404.00 7,659.00 Financial cost (gains: negative) 3,285,552.27 20,495,371.41 Investment loss (gains: negative) -120,369.70 Decrease in deferred income tax assets (gains: negative) -1,597,704.71 -2,657,976.98 Increase in deferred income tax liabilities (decrease: negative) Decrease in inventory (gains: negative) Decrease in accounts receivable from operating activities 19,331,971.00 -32,494,259.64 (gains: negative) Increase in payables from operating activities (decrease: -6,690,957.62 51,491,070.32 negative) Other -43,656,604.10 Net cash flows generated from operating activities 8,868,258.74 9,567,580.48 2. Investing and financing activities that do not involving cash receipts and payment: Conversion of debt into capital Convertible bond due within one year Fixed assets financed by finance leases 3. Net increase in cash and cash equivalents: Closing balance of cash 707,181.42 1,338,922.68 Less: Opening balance of cash 1,338,922.68 28,150,078.47 Closing balance of cash equivalents Less: Opening balance of cash equivalents Net increase in cash and cash equivalents -631,741.26 -26,811,155.79 97 XI. Supplementary information (1) List of current non-recurring gains or losses Items of non-recurring gains or losses Amount Remark 1. Profit or loss from disposal of non-current assets, including written-off parts made the provision for asset impairment; 2. Ultra vires approval, or without official approval documents, or occasional tax return or relief; 3. Government subsidies through current profit or loss, but are closely related to normal operations of the Company, in line with national policies and regulations. Except government subsidies continued to enjoy according to certain standard amount or quantities; 4. Funds occupation fee through current profit or loss collected from non-financial enterprises; 5. The investment cost for the Company to obtain subsidiaries and joint ventures is less than the revenue generated from fair value of the identifiable net assets of investee when obtaining investment; 6. Non-monetary assets exchange profit or loss; 7. Profit or loss from entrusting others to invest or manage assets; 8. Various provision for impairment of assets made due to force majeure, such as natural disasters; 9. Debt restructuring gains and losses; 10. Corporate restructuring costs, such as the employees placement expenses, integration costs, etc.; 11. Profit or loss over the part of fair value generated by transactions with obviously unfair trading price; 12. Current net profit or loss generated by subsidiary from business combination under the common control from year-begin to the merge date; 13. Profit or loss generated by contingencies not related to the Company's normal business; 14. In addition to effective hedging business related to the normal operations of the Company, profit or loss from changes in fair values of financial assets held for trading and trading financial liabilities, as well as 3,404.00 investment income from the disposal of trading financial assets, trading financial liabilities and financial assets available for sale; There was change on fair value of stocks 15. Reversal of provision for impairment of receivables through individual impairment test 16. Profit or loss from entrusted external loans; 17. Profit or loss generated from changes in fair value of investment property that using fair value method for subsequent measurement; 18. According to tax, accountancy law and other regulations, the effect of one-time adjustment on current profit or loss which made on current profit or loss 98 according to tax, accountancy law and other regulations; 19. Commission Income obtained from commission operation; 20. Other non-operating income and expenditure in -56,778.30 addition to the above items; Various penalty, overdue fine, etc. 21. Other profit or loss items meet the definition of non-recurring gains and losses. Subtotal -53,374.30 Income tax expense should be deducted from -4,512.09 aforementioned non-recurring gains and losses Profit or loss of minority shareholders in consolidated 81.99 financial statement Total -48,944.20 (2) Return on net assets and earnings per share EPS Weighted average Profit in reporting period return on net assets Basic EPS Diluted EPS Net profit attributable to common -0.0330 -0.02 -0.02 shareholders of the Company Net profit attributable to common shareholders of the Company after 0.0332 -0.02 -0.02 deducting non-recurring gains and losses (3) The anomalies in the Company’s financial statements and the reasons Item Variation amount Variation rate Remark Monetary capital 2,792,048.21 174.42 Recovery of loans and come-and-go money Advance the collection of loans and recovered Accounts receivable -5,447,602.21 -39.00 overdue loans Other receivables -10,335,970.33 -38.30 Advance the collection of come-and-go money Short-term loans -9,500,000.00 -12.89 Paid the loan of China Everrbright Bank Accounts payable -2,325,828.43 -21.63 Cleared payment for goods Other payables -57,771,159.95 -90.10 Paid related parties borrowings Operating revenue -39,143,412.92 -83.71 Export sales was reduced Operating cost -32,433,888.87 -86.08 Export sales was reduced Operating expenses -3,604,790.40 -82.63 Export sales was reduced Financial expense -5,188,332.66 -55.10 Paid bank loans and reduced profit expenses Assets impairment loss 9,646,027.89 -134.27 Reduced bad debts impairment Income generated from transfer of Shenzhen Investment income -8,168,851.55 -100.00 Missk Fashion Co., Ltd. 99 XII. Approval and disclosure of financial statements The financial statements have been approved by the Board to disclose on 14 Aug. 2012. [The understanding on this English text of the Report should be subject to the Chinese text.] Guangdong Rieys Group Company Ltd. 14 Aug. 2012 100