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公司公告

ST雷伊B:2012年第三季度报告全文(英文版)2012-10-22  

						                              Guangdong Rieys Group Company Ltd

                                    The Third Quarterly Report 2012


I. Important Notes

The Board of Directors, the Supervisory Committee, directors, supervisors and senior management of Guangdong
Rieys Group Company Ltd (hereinafter referred to as “the Company”) warrant that this report does not contain
any false or misleading statements or omit any material facts and will take individual and/or joint responsibility
for the authenticity, accuracy and completeness of all contents set forth herein.
Except for the following directors, the other directors all attend the board session on reviewing the third quarterly
report 2012 by person.
    Name of absent director          Position of absent director                 Reason of abstention              Name of entrusted person
Su Jianlong                        Independent director                     For the other work               Liu Yong
Chen Honghai                       Director                                 For the other work               Ding Lihong
Chen Hongcheng, person in charge of the Company, Zhou Yuhua, person in charge of the accounting work, Zheng
Guangde, person in charge of the accounting organ (chief accountant) hereby confirmed that the Financial Report
enclosed in the quarterly report is true and complete.

II. Company Profile

(I)Major accounting data and financial indexes

Any retrospective adjustment in previous financial statements?
□ Yes √ No □ Inapplicable
                                              30 Sept. 2012                         31 Dec. 2011                   Increase/decrease (%)
Total assets (RMB Yuan)                              634,934,880.18                       537,999,020.83                             18.017%
Owners’ equity attributable to
shareholders of the Company                          307,772,575.74                       329,546,077.42                                   -6.6%
(RMB Yuan)
Share capital (share)                                318,600,000.00                       318,600,000.00                                     0%
Net      assets    per    share
attributable to shareholders of
                                                                    0.966                            1.034                             -6.57%
the       Company        (RMB
Yuan/share)
                                                                YoY increase/decrease                                  YoY increase/decrease
                                      Jul.-Sept. 2012                                            Jan.-Sept. 2012
                                                                        (%)                                                    (%)
Gross operating         revenues
                                                  14,400.00                        -99.95%              7,632,317.19                  -89.88%
(RMB Yuan)
Net profit attributable to
shareholders of the Company                   -8,203,309.24                          37.2%           -21,773,501.68                   109.1%
(RMB Yuan)
Net cash flow from operating
                             --                                --                                    71,313,633.84                    82.61%
activities (RMB Yuan)
Net cash flow per share from
operating activities (RMB    --                                --                                              0.22                   83.33%
Yuan/share)
Basic EPS (RMB Yuan/share)                             -0.03                          50%                      -0.07                       133%
Diluted     EPS           (RMB
                                                       -0.03                          50%                      -0.07                       133%
Yuan/share)



                                                                                                                                                   1
Weighted average ROE (%)                           -2.63%                     -0.64%      -6.83%       -3.39%
Weighted average ROE after
deducting non-recurring gains                      -2.38%                     -0.22%      -6.57%       0.26%
and losses (%)
Items of non-recurring gains and losses
√Applicable □Inapplicable
                                                                      Amount during
                             Item                                  Jan.-Sept. 2012 (RMB        Notes
                                                                           Yuan)
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
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                 5,093.38
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                        -816,253.08



                                                                                                                2
items above
Other gain and loss items that meet the definition of
non-recurring gains and losses
Minority interests effects
Income tax effects


Total                                                                        -811,159.70                         --
“Other gain and loss items that meet the definition of non-recurring gains and losses” & non-recurring gain and
loss items recognized as recurring gain and loss items according to the natures and characteristics of the
Company’s normal business
                                    Involved amount (RMB
              Item                                                                                Notes
                                            Yuan)




(II)Total number of shareholders and top 10 shareholders at the period-end

Total number of shareholders                                                                                                     14,241
                             Particulars about shares held by the top ten shareholders holding tradable shares
                                    Number of tradable shares held                         Type and number of shares
        Name of shareholder
                                           at period-end                            Type                              Number
                                                                       Domestically listed foreign
SU YOU HE                                                  7,146,255                                                           7,146,255
                                                                       shares
SHANGHAI HONG KONG
                                                                       Domestically listed foreign
INTERNATIONAL                                              2,094,769                                                           2,094,769
                                                                       shares
SECURITIES LIMITED
                                                                       Domestically listed foreign
ZHENG SU XIAN                                              1,706,500                                                           1,706,500
                                                                       shares
                                                                       Domestically listed foreign
LUO DONG HUI                                               1,441,200                                                           1,441,200
                                                                       shares
                                                                       Domestically listed foreign
XU HAI                                                     1,350,400                                                           1,350,400
                                                                       shares
NGAI KWOK PAN(WEI GUO                                                  Domestically listed foreign
                                                           1,145,816                                                           1,145,816
BIN)                                                                   shares
                                                                       Domestically listed foreign
CAI HAN CHUAN                                              1,097,737                                                           1,097,737
                                                                       shares
                                                                       Domestically listed foreign
CHEN JIAN SHENG                                            1,017,797                                                           1,017,797
                                                                       shares
                                                                       Domestically listed foreign
KE ZHONG FENG                                               828,800                                                             828,800
                                                                       shares
                                                                       Domestically listed foreign
HAN LIANG                                                   741,458                                                             741,458
                                                                       shares
Particulars about shareholders


III. Significant Events

(I)Significant changes in major accounting data, financial highlights and reasons for these
changes

√Applicable □Inapplicable
Monetary funds increased 518.34% due to the increase of real estate pre-sale income.
Transactional financial assets decreased 100% due to the disposal of some transactional financial assets.



                                                                                                                                           3
Accounts receivable decreased 39.44% due to more effort in collecting payments.
Other receivables decreased 49.78% due to real estate development.
Prepayments increased 62.76% due to real estate development.
Accounts received in advance increased 1,275.66% due to the increase of real estate pre-sale income.
Accounts payable decreased 73.62% due to the cutdown of garment export.
Other payables decreased 80.12% due to the debt repayments to the majority shareholder.
Operating revenues decreased 89.88% due to the cutdown of garment export.
Operating costs decreased 91.16% due to the cutdown of garment export.
Operating expenses decreased 82.16% due to the cutdown of garment export.
Financial expenses decreased 64.92% due to the decrease of bank loans.
Asset impairment loss decreased 134.41% due to some bad-debt provisions.
Gains decreased 100% due to the disposal of transactional financial assets.
Investment income decreased 99.94% due to the disposal of transactional financial assets.

(II)Progress of significant events and its influence, as well as the analysis and explanation on
solutions

1. About non-standard audit opinion

√Applicable □Inapplicable
ASIA (Group) Accounting Firm issued an unqualified audit report with pinpointed matters for the 2011 Annual
Financial Report of the Company. The said pinpointed matters were stated 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.
The Board of Directors believes that upon adjustments of recent years, the quality of the Company’s business and
assets has improved greatly and the Company has now a certain degree of ability for sustained operation. To be
specific, ① According to the set goals, the Company gradually cuts down the garment business and concentrates
resources on real estate, which has produced some good results. The Company’s real estate projects are
proceeding well. The presale permission was obtained at the end of 2011 and some real estate units are expected
to be accomplished and generate profit for the Company before the end of 2012; ② In the first half of 2012, the
Company adopted a proactive and proper manner in dealing with overdue bank loans and accumulatively repaid
bank loans of RMB 9.50 million. It has entered into a strategic cooperation agreement with the Shenzhen branch
of China Construction Bank. It will solve the overdue bank loan problem based on the actual situation; ③ There
are a lot of real estate projects available for choice under the current macro-economic situation and the Company
will carry out project extension under the discreet principle.

2. The Company offers capital to the controlling shareholder or its related parties or provides
external guarantees in violation of the prescribed procedures.

□Applicable √Inapplicable

3. Signing and execution of significant contracts concerning routine operation

□Applicable √Inapplicable

4. Others

√Applicable □Inapplicable



                                                                                                               4
The Company has applied for share trading suspension since 31 Jul. 2012 due to a significant event. During the
period of share trading suspension, the Company’s operation situation is normal. Currently, the Company is still
discussing a significant event, and the share trading will be resumed after disclosing relevant announcements. The
Company will strictly perform relevant duties on information disclosure.

(III)Commitments of the Company or shareholders with an over 5% shareholding made in or carried
down into the reporting period

□Applicable √Inapplicable

(IV)Predict the 2012 annual operating results

Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the
beginning of the year to the end of the next reporting period compared with the same period of the last year
according to prediction, as well as explanations on the reasons
□Applicable √Inapplicable

(V)Other significant events that need to be explained


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 (%)
1            Stock            000607             HZKG             20,239.00                 0              0.00             0%      5,093.38
Other securities investments held at the period-end                        0.00       --                   0.00             0%          0.00
Gain/loss on selling securities in the reporting period               --              --              --               --           5,093.38
Total                                                             20,239.00           --                   0.00 100%                5,093.38
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:

2. Investments in derivatives

□Applicable √Inapplicable

3. Derivative investments held at the period-end

□Applicable √Inapplicable

4. Researches, visits and interviews received in the reporting period

                                                                                                                        Main discussion and
    Time of reception       Place of reception     Way of reception          Visitor type              Visitor          materials provided
                                                                                                                         by the Company
6 Jul. 2012             Office                   Communication by      Individual               Investor                Sales status of real



                                                                                                                                                5
                              telephone                                  estate  of          the
                                                                         Company
                                                                         Inquiring        about
                              Communication by                           whether             the
24 Jul. 2012      Office                         Individual   Investor
                              telephone                                  Company exists the
                                                                         delisting risk or not?
                                                                         Inquiring       about
                              Communication by
26 Jul. 2012      Office                         Individual   Investor   relevant situation on
                              telephone
                                                                         B-share market
                                                                         Inquiring       about
                              Communication by
26 Jul. 2012      Office                         Individual   Investor   relevant situation on
                              telephone
                                                                         B-share market
                                                                         Whether            the
                                                                         Company
                                                                         management team
                                                                         pays attention to the
                              Communication by
30 Jul. 2012      Office                         Individual   Investor   issue     on       the
                              telephone
                                                                         Company’s stocks
                                                                         down with their
                                                                         daily            limit
                                                                         successively or not?
                                                                         Inquiring about how
                                                                         the Company will
                              Communication by
30 Jul. 2012      Office                         Individual   Investor   solve the problems
                              telephone
                                                                         arising in B-share
                                                                         market
                                                                         Inquiring about the
                              Communication by                           Company’s    share
31 Jul. 2012      Office                         Individual   Investor
                              telephone                                  trading suspension
                                                                         event
                                                                         Inquiring      about
                                                                         whether the higher
                              Communication by                           authority     issues
9 Aug. 2012       Office                         Individual   Investor
                              telephone                                  relevant plan for
                                                                         B-share problems or
                                                                         not?
                                                                         Inquiring about the
                              Communication by                           progress     of    the
21 Aug. 2012      Office                         Individual   Investor
                              telephone                                  Company              ’s
                                                                         significant events
                                                                         Inquiring about the
                              Communication by                           progress     of    the
4 Sept. 2012      Office                         Individual   Investor
                              telephone                                  Company              ’s
                                                                         significant events
                                                                         Inquiring about the
                                                                         Company’s    share
                              Communication by
25 Sept. 2012     Office                         Individual   Investor   trading resumption
                              telephone
                                                                         time and operating
                                                                         situation


5. Corporate bonds issued

Any corporate bonds issued?
□ Yes √ No




                                                                                                    6
IV. Appendix

(I) Financial statements

Consolidated statements or not?
√ Yes □ No □ Inapplicable
The currency unit for data of the financial statements below is RMB Yuan unless otherwise specified.

1. Consolidated balance sheet

Prepared by Guangdong Rieys Group Company Ltd.
                                                                                                        Unit: RMB Yuan
                       Item                       Balance as at 30 Sept. 2012         Balance as at 30 Jun. 2012
Current Assets:
  Monetary funds                                                       9,898,084.56                        1,600,749.63
  Settlement reserves
  Intra-group lendings
  Transactional financial assets                                                                              12,580.00
  Notes receivable
  Accounts receivable                                                  8,458,695.43                       13,966,563.54
  Accounts paid in advance                                           123,129,985.35                       75,651,517.03
  Premiums receivable
  Reinsurance premiums receivable
  Receivable reinsurance contract reserves
  Interest receivable
   Dividend receivable
  Other accounts receivable                                           13,551,208.31                       26,986,296.29
  Financial assets            purchased   under
agreements to resell
  Inventories                                                        352,499,822.68                     289,509,255.07
  Non-current assets due within 1 year
  Other current assets
Total current assets                                                 507,537,796.33                     407,726,961.56
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                                                        89,289,133.36                       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                                                   27,888,474.39                       28,393,365.57
  R&D expense



                                                                                                                          7
  Goodwill
  Long-term deferred expenses                    627,120.00       627,120.00
  Deferred income tax assets                    9,537,830.10     8,919,528.60
  Other non-current assets
Total of non-current assets                   127,397,083.85   130,272,059.27
Total assets                                  634,934,880.18   537,999,020.83
Current liabilities:
  Short-term borrowings                        63,199,960.00    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                              2,837,444.27    10,754,430.15
  Accounts received in advance                198,000,835.72    14,393,199.24
  Financial assets sold for repurchase
  Handling charges and commissions
payable
  Employee’s compensation payable               630,083.27       769,812.94
  Tax payable                                   3,398,762.88     4,404,960.44
  Interest payable                             41,929,939.09    35,818,609.17
  Dividend payable
  Other accounts payable                       12,746,363.83    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                     322,743,389.06   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                           0.00             0.00
Total liabilities                             322,743,389.06   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




                                                                                8
  Surplus reserves                                                    86,036,260.20                          86,036,260.20
  Provisions for general risks
  Retained profits                                                  -148,993,181.04                        -127,219,679.36
  Foreign exchange difference
Total equity attributable to owners of the
                                                                     307,772,575.74                        329,546,077.42
Company
Minority interests                                                     4,418,915.38                           4,495,708.04
Total owners’ (or shareholders’) equity                            312,191,491.12                        334,041,785.46
Total liabilities and         owners’      (or
                                                                     634,934,880.18                        537,999,020.83
shareholders’) equity


Legal representative: Chen Hongcheng                                 Person-in-charge of the accounting work: Zhou Yuhua
Chief of the accounting division: Zheng Guangde

2. Balance sheet of the Company

Prepared by Guangdong Rieys Group Company Ltd.
                                                                                                           Unit: RMB Yuan
                       Item                       Balance as at 30 Sept. 2012            Balance as at 30 Jun. 2012
Current Assets:
  Monetary funds                                                       6,876,742.63                           1,338,922.68
  Transactional financial assets                                                                                 12,580.00
  Notes receivable
  Accounts receivable
  Accounts paid in advance
  Interest receivable
   Dividend receivable
  Other accounts receivable                                          118,520,198.19                        139,930,122.27
  Inventories
  Non-current assets due within 1 year
  Other current assets
Total current assets                                                 125,396,940.82                        141,281,624.95
Non-current assets:
  Available-for-sale financial assets
  Held-to-maturity investments
  Long-term accounts receivable
  Long-term equity investment                                        243,312,508.68                        243,312,508.68
  Investing property
  Fixed assets                                                        84,495,521.75                          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                                                   27,888,474.39                          28,393,365.57
  R&D expense
  Goodwill
  Long-term deferred expenses




                                                                                                                             9
  Deferred income tax assets                                  2,424,916.73                     2,390,839.13
  Other non-current assets
Total of non-current assets                                 358,175,947.55                  361,250,883.08
Total assets                                                483,572,888.37                  502,532,508.03
Current liabilities:
  Short-term borrowings                                      48,199,960.00                    58,699,960.00
  Transactional financial liabilities
  Notes payable
  Accounts payable                                               19,442.64                       19,442.64
  Accounts received in advance
  Employee’s compensation payable                             151,861.60                       160,277.69
  Tax payable                                                  646,854.05                      1,476,139.73
  Interest payable                                           32,850,426.24                    28,205,955.32
  Dividend payable
  Other accounts payable                                    173,558,385.28                  173,882,257.74
  Non-current liabilities due within 1 year
  Other current liabilities
Total current liabilities                                   255,426,929.81                  262,444,033.12
Non-current liabilities:
  Long-term borrowings
  Bonds payable
  Long-term payables
  Specific payables
  Estimated liabilities
  Deferred income tax liabilities
  Other non-current liabilities
Total non-current liabilities                                         0.00                             0.00
Total liabilities                                           255,426,929.81                  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
  Provisions for general risks
  Retained profits                                      -228,619,798.22                     -216,677,281.87
  Foreign exchange difference
Total owners’ (or shareholders’) equity                   228,145,958.56                  240,088,474.91
Total liabilities and           owners’    (or
                                                            483,572,888.37                  502,532,508.03
shareholders’) equity


Legal representative: Chen Hongcheng                    Person-in-charge of the accounting work: Zhou Yuhua
Chief of the accounting division: Zheng Guangde

3. Consolidated income statement for the reporting period

Prepared by Guangdong Rieys Group Company Ltd.
                                                                                            Unit: RMB Yuan



                                                                                                         10
                       Item                          Jul.-Sept. 2012                   Jul.-Sept. 2011
I. Total operating revenues                                               14,400.00                  28,631,955.27
Including: Sales income                                                   14,400.00                  28,631,955.27
          Interest income
          Premium income
          Handling charge and commission
income
II. Total operating cost                                               7,430,622.30                  34,214,917.08
Including: Cost of sales                                                                             21,616,352.97
          Interest expenses
      Handling charge and commission
expenses
          Surrenders
          Net claims paid
       Net amount withdrawn for the
insurance contract reserve
          Expenditure on policy dividends
          Reinsurance premium
          Taxes and associate charges                                      1,400.00
          Selling and distribution expenses                              128,774.66                        606,491.12
          Administrative expenses                                      5,451,897.62                      4,304,286.97
          Financial expenses                                           1,808,237.34                      7,788,524.55
          Asset impairment loss                                           40,312.68                       -100,738.53
Add: Gain/(loss) from change in fair value
                                                                           -3,404.00                        89,761.52
(“-” means loss)
       Gain/(loss) from investment (“-”
                                                                           5,093.38                        313,876.62
means loss)
       Including: share of profits in
associates and joint ventures
          Foreign exchange gains (“-” means
loss)
III. Business profit (“-” means loss)                                -7,414,532.92                     -5,179,323.67
        Add: non-operating income                                                                            7,310.23
        Less: non-operating expense                                      805,456.87                        -52,474.08
          Including: loss from non-current
asset disposal
IV. Total profit (“-” means loss)                                    -8,219,989.79                     -5,119,539.36
        Less: Income tax expense                                                                           849,066.46
V. Net profit (“-” means loss)                                       -8,219,989.79                     -5,968,605.82
    Including: Net profit achieved by
combined parties before the combinations
   Attributable        to     owners      of   the
                                                                       -8,203,309.24                     -5,978,817.14
Company
        Minority shareholders’ income                                   -16,680.55                         10,211.32
VI. Earnings per share                                     --                                --
        (I) Basic earnings per share                                           -0.03                             -0.02
        (II) Diluted earnings per share                                        -0.03                             -0.02
VII. Other comprehensive incomes
VIII. Total comprehensive incomes                                      -8,219,989.79                     -5,968,605.82




                                                                                                                     11
   Attributable       to    owners       of   the
                                                                            -8,203,309.24                               -5,968,605.82
Company
     Attributable to minority shareholders                                    -16,680.55                                   10,211.32
Where business mergers under the same control occurred in this reporting period, the net profit achieved by the merged parties before
the business mergers was RMB 0.

Legal representative: Chen Hongcheng                                   Person-in-charge of the accounting work: Zhou Yuhua
Chief of the accounting division: Zheng Guangde

4. Income statement of the Company for the reporting period

Prepared by Guangdong Rieys Group Company Ltd.
                                                                                                                    Unit: RMB Yuan
                     Item                                 Jul.-Sept. 2012                             Jul.-Sept. 2011
I. Total sales                                                                 14,400.00                                  417,000.00
  Less: cost of sales                                                                                                     400,263.99
        Business taxes and surcharges                                           1,400.00
        Distribution expenses                                                                                              80,000.00
        Administrative expenses                                             2,139,001.20                                2,290,430.39
        Financial costs                                                     1,359,625.25                                6,422,944.22
        Impairment loss                                                       136,310.38                                 -278,492.29
  Add: gain/(loss) from change in fair
                                                                                -3,404.00                                  58,977.00
value (“-” means loss)
       Gain/(loss) from investment (“-”
                                                                                5,093.38                                   50,722.60
means loss)
       Including: income form investment
on associates and joint ventures
II. Business profit (“-” means loss)                                      -3,483,937.07                               -8,586,939.00
  Add: non-business income
  Less: non-business expense                                                  776,750.00                                      100.00
        Including: loss from non-current
asset disposal
III. Total profit (“-” means loss)                                        -4,260,687.07                               -8,587,039.00
  Less: income tax expense                                                                                                 14,744.25
IV. Net profit (“-” means loss)                                           -4,260,687.07                               -8,601,783.25
V. Earnings per share                                            --                                          --
  (I) Basic earnings per share                                                      -0.02                                       -0.03
  (II) Diluted earnings per share                                                   -0.02                                       -0.03
VI. Other comprehensive income
VII. Total comprehensive income                                             -4,260,687.07                               -8,601,783.25


Legal representative: Chen Hongcheng                                    Person-in-charge of the accounting work: Zhou Yuhu
Chief of the accounting division: Zheng Guangde

5. Consolidated income statement from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Guangdong Rieys Group Company Ltd.
                                                                                                                    Unit: RMB Yuan
                     Item                                 Jan.-Sept. 2012                             Jan.-Sept. 2011
I. Total operating revenues                                                 7,632,317.19                             75,393,285.38
  Including: Sales income                                                   7,632,317.19                             75,393,285.38



                                                                                                                                   12
          Interest income
          Premium income
          Handling charge and commission
income
II. Total operating cost                                               29,243,771.24                               90,500,339.85
  Including: Cost of sales                                               5,242,728.04                              59,292,969.88
          Interest expenses
      Handling charge and commission
expenses
          Surrenders
          Net claims paid
       Net amount withdrawn for the
insurance contract reserve
          Expenditure on policy dividends
          Reinsurance premium
          Taxes and associate charges                                        1,400.00                                  51,215.21
          Selling and distribution expenses                               886,319.16                                4,968,826.02
          Administrative expenses                                      14,570,208.84                               16,267,416.34
          Financial expenses                                             6,036,337.35                              17,204,957.22
          Asset impairment loss                                          2,506,777.85                              -7,285,044.82
  Add: Gain/(loss) from change in fair
                                                                                 0.00                                  -2,886.00
value (“-” means loss)
       Gain/(loss) from investment (“-”
                                                                             5,093.38                               8,482,728.17
means loss)
       Including: share of profits in
associates and joint ventures
          Foreign exchange gains (“-” means
loss)
III. Business profit (“-” means loss)                                -21,606,360.67                              -6,627,212.30
  Add: non-operating income                                                  1,401.20                                  79,979.69
  Less: non-operating expense                                             863,636.37                                1,818,061.07
        Including: loss from non-current
asset disposal
IV. Total profit (“-” means loss)                                    -22,468,595.84                              -8,365,293.68
  Less: Income tax expense                                                -618,301.50                               2,593,366.67
V. Net profit (“-” means loss)                                       -21,850,294.34                             -10,958,660.35
  Including: Net profit achieved by
combined parties before the combinations
  Attributable to owners of the Company                                -21,773,501.68                             -10,412,696.96
  Minority shareholders’ income                                           -76,792.66                                -545,963.39
VI. Earnings per share                                         --                                          --
        (I) Basic earnings per share                                            -0.07                                       -0.03
        (II) Diluted earnings per share                                         -0.07                                       -0.03
VII. Other comprehensive incomes
VIII. Total comprehensive incomes                                      -21,850,294.34                             -10,958,660.35
   Attributable        to     owners      of   the
                                                                       -21,773,501.68                             -10,412,696.96
Company
        Attributable to minority shareholders                              -76,792.66                                -545,963.39
Where business mergers under the same control occurred from 1 Jan. 2012 to 30 Sept. 2012, the net profit achieved by the merged
parties before the business mergers was RMB 0.



                                                                                                                                  13
Legal representative: Chen Hongcheng                            Person-in-charge of the accounting work:Zhou Yuhua
Chief of the accounting division: Zheng Guangde

6. Income statement of the Company from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Guangdong Rieys Group Company Ltd.
                                                                                                     Unit: RMB Yuan
                     Item                         Jan.-Sept. 2012                       Jan.-Sept. 2011
I. Total sales                                                        14,400.00                           1,277,000.00
  Less: cost of sales                                                                                     1,200,791.97
        Business taxes and surcharges                                  1,400.00
        Distribution expenses                                                                               80,000.00
        Administrative expenses                                     6,388,609.01                          7,582,797.99
        Financial costs                                             4,653,514.86                      13,186,661.70
        Impairment loss                                              136,310.38                           -278,492.29
  Add: gain/(loss) from change in fair
                                                                           0.00                              -2,886.00
value (“-” means loss)
       Gain/(loss) from investment (“-”
                                                                       5,093.38                            120,369.72
means loss)
       Including: income form investment
on associates and joint ventures
II. Business profit (“-” means loss)                         -11,160,340.87                        -20,377,275.65
  Add: non-business income                                               496.92                             20,195.45
  Less: non-business expense                                         816,750.00                            672,617.17
        Including: loss from non-current
asset disposal
III. Total profit (“-” means loss)                           -11,976,593.95                        -21,029,697.37
  Less: income tax expense                                            -34,077.60                          2,737,172.09
IV. Net profit   (“-” means loss)                            -11,942,516.35                        -23,766,869.46
V. Earnings per share                                   --                                    --
  (I) Basic earnings per share                                             -0.04                                 -0.07
  (II) Diluted earnings per share                                          -0.04                                 -0.07
VI. Other comprehensive income
VII. Total comprehensive income                                -11,942,516.35                        -23,766,869.46


Legal representative: Chen Hongcheng                            Person-in-charge of the accounting work:Zhou Yuhua
Chief of the accounting division: Zheng Guangde

7. Consolidated cash flow statement from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Guangdong Rieys Group Company Ltd.
                                                                                                     Unit: RMB Yuan
                     Item                         Jan.-Sept. 2012                       Jan.-Sept. 2011
I. Cash flows from operating activities:
  Cash received from sale of commodities
                                                               198,670,809.79                        105,292,182.82
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



                                                                                                                    14
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                             5,400,000.00     6,586,428.37
  Other cash received relating to operating
                                                  12,475,593.57    90,067,664.71
activities
Subtotal of cash inflows from operating
                                                 216,546,403.36   201,946,275.90
activities
  Cash paid for goods and services               122,344,522.80   123,091,462.09
  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                   5,511,137.77    11,526,570.72
  Various taxes paid                               1,759,213.15     2,837,268.51
  Other cash payment relating to operating
                                                  15,617,895.80    25,440,290.80
activities
Subtotal of cash outflows from operating
                                                 145,232,769.52   162,895,592.12
activities
Net cash flows from operating activities          71,313,633.84    39,050,683.78
II. Cash flows from investing activities:
  Cash received from withdrawal of
                                                      12,580.00    16,708,535.70
investments
  Cash received         from    return      on
                                                       5,093.38
investments
  Net cash received from disposal of fixed
assets, intangible assets and other                 143,130.00       175,000.00
long-term assets
  Net cash received from disposal of
                                                                            1.00
subsidiaries or other business units
  Other cash received relating to investing
activities
Subtotal of cash inflows from investing
                                                    160,803.38     16,883,536.70
activities
   Cash paid to acquire fixed assets,
                                                    640,465.37      2,210,675.00
intangible assets and other long-term assets
  Cash paid for investment                                         11,306,351.02




                                                                              15
  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 investing
                                                                     640,465.37                       13,691,093.97
activities
Net cash flows from investing activities                            -479,661.99                           3,192,442.73
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
                                                                13,000,000.00
activities
Subtotal of cash inflows from financing
                                                                13,000,000.00                                    0.00
activities
  Repayment of borrowings                                       10,500,000.00                         64,500,040.00
   Cash paid for interest expenses and
                                                                                                          1,216,500.00
distribution of dividends or profit
   Including: dividends or profit paid by
subsidiaries to minority shareholders
   Other cash payments         relating    to
                                                                65,036,636.92
financing activities
Sub-total of cash outflows from financing
                                                                75,536,636.92                         65,716,540.00
activities
Net cash flows from financing activities                       -62,536,636.92                        -65,716,540.00
IV. Effect of foreign exchange rate
changes on cash and cash equivalents
V. Net increase in cash and cash
                                                                    8,297,334.93                     -23,473,413.49
equivalents
  Add: Opening balance of cash and cash
                                                                    1,600,749.63                      30,095,398.06
equivalents
VI. Closing balance of cash and cash
                                                                    9,898,084.56                          6,621,984.57
equivalents


Legal representative: Chen Hongcheng                            Person-in-charge of the accounting work:Zhou Yuhua
Chief of the accounting division: Zheng Guangde

8. Cash flow statement of the Company from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Guangdong Rieys Group Company Ltd.
                                                                                                     Unit: RMB Yuan
                   Item                           Jan.-Sept. 2012                       Jan.-Sept. 2011
I. Cash flows from operating activities:
  Cash received from sale of commodities
                                                                      14,400.00                             26,000.00
and rendering of service
  Tax refunds received
  Other cash received relating to operating
                                                                73,474,852.82                         78,409,396.28
activities
Subtotal of cash inflows from operating
                                                                73,489,252.82                         78,435,396.28
activities



                                                                                                                    16
  Cash paid for goods and services
  Cash paid to and for employees                   1,064,516.76       851,193.74
  Various taxes paid                                 855,345.48       875,650.87
  Other cash payment relating to operating
                                                   3,512,607.09    42,375,668.65
activities
Subtotal of cash outflows from operating
                                                   5,432,469.33    44,102,513.26
activities
Net cash flows from operating activities          68,056,783.49    34,332,883.02
II. Cash flows from investing activities:
  Cash received        from     retraction   of
                                                      12,580.00    10,767,498.51
investments
  Cash received          from     return     on
                                                       5,093.38
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
investing activities
Subtotal of cash inflows from investing
                                                      17,673.38    10,819,499.51
activities
   Cash paid to acquire fixed assets,
                                                                      636,350.00
intangible assets and other long-term assets
  Cash paid for investment                                          5,667,367.79
  Net cash paid to acquire subsidiaries and
other business units
  Other cash payments             relating   to
investing activities
Subtotal of cash outflows from investing
                                                           0.00     6,303,717.79
activities
Net cash flows from investing activities              17,673.38     4,515,781.72
III. Cash Flows from Financing Activities:
   Cash       received        from      capital
contributions
   Cash received from borrowings
   Cash received from issuance of bonds
    Other cash received           relating   to
                                                  13,000,000.00
financing activities
Subtotal of cash inflows from financing
                                                  13,000,000.00             0.00
activities
   Repayment of borrowings                        10,500,000.00    64,500,040.00
    Cash paid for interest expenses and
                                                                    1,216,500.00
distribution of dividends or profit
     Other cash payments relating to
                                                  65,036,636.92
financing activities
Sub-total of cash outflows from financing
                                                  75,536,636.92    65,716,540.00
activities
Net cash flows from financing activities          -62,536,636.92   -65,716,540.00
IV. Effect of foreign exchange rate
changes on cash and cash equivalents
V. Net increase in cash and cash
                                                   5,537,819.95    -26,867,875.26
equivalents



                                                                               17
     Add: Opening balance of cash and
                                                   1,338,922.68                       28,150,078.47
cash equivalents
VI. Closing balance of cash and cash
                                                   6,876,742.63                         1,282,203.21
equivalents


Legal representative: Chen Hongcheng              Person-in-charge of the accounting work:Zhou Yuhua
Chief of the accounting division: Zheng Guangde

(II) Audit report

Auditor’s opinion
Summary of audit report




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