2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. GUANGDONG RIEYS GROUP COMPANY LTD. 2013 Semi-annual Report 2013-031 August 2013 1 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. I. Important Reminders, Contents & Explanation The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior management staff of Guangdong Rieys Group Company Ltd. (hereinafter referred to as “the Company”) warrant that this report is factual, accurate and complete without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that. All directors attended the board session for reviewing this report. The Company plans not to distribute cash dividends or bonus shares or turn capital reserve into share capital. Mr. Chen Hongcheng, company principal, Mr. Chen Jincai, chief of the accounting work, and Mr. Zheng Guangde, chief of the accounting organ (chief of accounting), hereby confirm that the Financial Report enclosed in this report is factual, accurate and complete. English Translation for Reference Only. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 2 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. Contents 2013 Semi-annual Report .................................................................................................................. 1 I. Important Reminders, Contents & Explanation ......................................................................... 1 II. Company Profile ........................................................................................................................... 4 III. Accouonting & Business Highlights ........................................................................................... 6 IV. Report of the Board of Directors ................................................................................................ 8 V. Significant Events ........................................................................................................................ 14 VI. Change in Shares & Shareholders ........................................................................................... 22 VII. Directors, Supervisors & Senior Management Staff ............................................................. 26 VIII. Financial Statements .............................................................................................................. 28 IX. Documents Available for Reference ......................................................................................... 56 3 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. Explanation Refers Term Contents to Refers Company, the Company Guangdong Rieys Group Company Ltd. to Refers Shenghengchang Puning Shenghengchang Trade Development Co., Ltd. to Refers Risheng Shenzhen Risheng Chuangyuan Asset Management Co., Ltd. to Refers A real estate project developed by Puning Hengda Real Estate Shangdi Central to Development Co., Ltd. Refers CSRC China Securities Regulatory Commission to Refers SZSE, the stock exchange Shenzhen Stock Exchange to Refers The Company Law The Company Law of the People’s Republic of China to Refers The Securities Law The Securities Law of the People’s Republic of China to Refers Yuan RMB to Refers Reporting period 1 Jan. 2012-31 Dec. 2012 to 4 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. II. Company Profile I. Basic information of the Company Stock abbreviation LYB Stock code 200168 Stock exchange listed with Shenzhen Stock Exchange Chinese name of the Company 广东雷伊(集团)股份有限公司 Abbr. of the Chinese name of 雷伊 the Company English name of the Company GUANGDONG RIEYS GROUP COMPANY LTD (if any) Abbr. of the English name of Rieys the Company (if any) Legal representative of the Chen Hongcheng Company II. For Contact Company Secretary Securities Affairs Representative Name Xu Wei Luo Dandan 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 5 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. III. Accounting & Business Highlights I. Major accounting data and financial indicators Does the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy or correction of any accounting error? □ Yes √ No Reporting period Same period of last year YoY +/-(%) Operating revenues (RMB Yuan) 101,392,043.00 7,617,917.19 1,230.97% Net profit attributable to shareholders of 7,184,645.02 -13,570,192.44 -39.99% the Company (RMB Yuan) Net profit attributable to shareholders of the Company after extraordinary gains and 7,438,365.98 -23,431,917.52 -131.74% losses (RMB Yuan) Net cash flows from operating activities 3,875,417.21 12,681,286.44 -69.44% (RMB Yuan) Basic EPS (RMB Yuan/share) 0.02 -0.04 -150% Diluted EPS (RMB Yuan/share) 0.02 -0.04 -150% Weighted average ROE (%) 2% -4.2% 6.2% As at the end of the As at the end of last year YoY +/-(%) reporting period Total assets (RMB Yuan) 482,216,077.18 526,645,545.47 -8.44% Net assets attributable to shareholders of 362,798,149.10 355,613,504.08 2.02% the Company (RMB Yuan) II. Items and amounts of extraordinary gains and losses Unit: RMB Yuan Item Amount Explanation Gains/losses on the disposal of non-current assets (including the -9,326.17 Gain/loss on fixed asset disposal offset part of asset impairment provisions) Other gain/loss items that meet the definition of an extraordinary Fines, delay charges, donations, -244,815.78 gain/loss etc. Less: Income tax effects 344.13 Minority interests effects (after tax) -765.12 Total -253,720.96 -- 6 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. IV. Report of the Board of Directors I. Overview At the beginning of 2013, with house prices rising and social resources gathering in real estate, the government unveiled the “New Five National Policies for Real Estate”, further demonstrating its determination to support the basic macro-control policy of supporting residential needs and restraining house buying for speculative investment. The continuous real estate macro-control based on “purchase, loan and price limitation”, the expanding real estate tax pilot coverage, the still tight policy environment and the multiple macro-control policies will affect the real estate sector in the short run. Meanwhile, due to the European Debt Crisis, the slow recovery of the U.S. economy, the slow forwarding of the global economy and other factors, China’s economy will face a series of challenges such as a slower economic engine and a slowing-down growth. However, along with development of the cities, the population size, layout and movement all have direct influence on the potential capacity of the real estate market. In particular, “urbanization” has been positioned by the new government as one of the most important engines for China’s economic growth in the future. The new urban population due to a higher urbanization rate and old town renewal will create a huge housing demand. Besides, the “income increase plan” and “consumption upgrading” put forward by the central government will also increase people’s purchasing power effectively. Therefore, considering the rigid demand and the rational housing improvement needs, the Company still has a strong faith in the medium- and long-term development of the real estate sector. In the short run, due to various factors, the real estate market is regionalized, indicating a greater market risk. In the reporting period, adhering to the operating philosophy of “growth in stability”, the Company proactively expanded subsequent projects, researched many real estate markets and analyzed multiple projects. Subsequently, the Company will further optimize the internal management structure, improve talent development, clarify its strategic position, improve the operating mode, abandon the outdated notions and innovate itself to increase the core competitiveness and seize market opportunities. For the reporting period, the Company achieved operating revenues of RMB 101.39 million, up 1230.97% when compared with RMB 7.62 million of the same period of last year; operating profit of RMB 13.30 million, up -193.72% when compared with RMB -14.19 million of the same period of last year; and net profit attributable to the Company (without subsidiaries) of RMB 7.18 million, up -152.91% from RMB -13.57 million of the same period of last year. These changes were mainly due to the sales income from the Shangdi Central project developed by the Company. Closing accounts receivable stood at RMB 12.71 million, down 56.98% over the opening balance of RMB 29.54 million, which was mainly because commercial houses were sold and mortgages increased. Closing other payables stood at RMB 7.53 million, down 77.05% over the opening balance of RMB 32.81 million, which was mainly because some loans were paid off. Closing prepayments stood at RMB 30.91 million, up 2106.07% over the opening balance of RMB 1.40 million, which was mainly because the prepaid construction was not yet settled with invoices. Closing accounts payable stood at RMB 16.02 million, down 48.09% over the opening balance of RMB 30.87 million, which was mainly because the credit purchases were settled. Closing other payables stood at RMB 7.53 million, down 77.05% over the opening balance of RMB 32.81 million, which was mainly because some loans were paid off. To sum up, in the reporting period, according to the set objectives, the Company did a lot in sale of projects, solving overdue bank loans, etc. All the plans were carried out excellently. 7 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. II. Main business analysis Overview In the reporting period, the operating revenues and profit came from the Shangdi Central project. During the reporting period, [] commercial houses and [] shops of the project were sold and [] commercial houses and [] shops were left. Except for the said project, the Company currently has no other projects in process or land reserves. YoY change of major financial data: Unit: RMB Yuan Reporting period Same period of last year YoY +/-% Main reasons for change Recognized income from Operating revenues 101,392,043.00 7,617,917.19 1,230.97% sale of commercial houses Costs due to sale of Operating costs 66,551,899.59 5,242,728.04 1,169.41% commercial houses Withdrawal from the Selling expenses 364,306.74 757,544.50 -51.91% garment sector Administrative expenses 9,675,497.18 9,118,311.22 6.11% Some loans were paid off Financial expenses 2,662,941.93 4,228,100.01 -37.02% and the interest expenses decreased accordingly. Profit from sale of Income tax expenses 5,900,592.79 -618,301.50 1,054.32% commodity houses increased. R&D input 0.00 0.00 0% Net cash flows from 3,875,417.21 12,681,286.44 -69.44% operating activities Net cash flows from -364,642.71 -389,238.23 -6.31% investing activities Net cash flows from Some bank loans were -1,000,000.00 -9,500,000.00 -89.47% financing activities paid off. Net increase in cash and 2,510,774.50 2,792,048.21 -10.07% cash equivalents Major changes to the profit structure or sources of the Company during the reporting period: □ Applicable √ Inapplicable No major changes occurred to the profit structure or sources of the Company during the reporting period. Reporting period progress of the future development planning in the disclosed documents of the Company such as share-soliciting prospectuses, offering prospectuses, asset reorganization reports, etc.: □ Applicable √ Inapplicable The Company did not mention any future planning for the reporting period in its disclosed documents such as share-soliciting prospectuses, offering prospectuses, asset reorganization reports, etc. 8 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. Review the progress of the previously disclosed business plan in the reporting period: 1. Continue to sell the Shangdi Central project to ensure earnings for 2013. In the reporting period, the Shangdi Central project developed the Company helped achieve a sales of RMB 101.39 million and a net profit of RMB 17.70 million. 2. Find subsequent development projects as soon as possible and prepare well and reserve some land properly. In the reporting period, the relevant departments of the Company conducted a lot of research and analysis, trying to establish new projects in compliance with the actual situation of the Company as soon as possible. 3. Properly handle the rest of the overdue loans, gradually recover its financing capability in the banking system and adopt various financing channels and methods to further ensure its operation. In the reporting period, the Company proactively talked with the Guangzhou branch of China Everbright Bank about loan repayment and returned all the loan principals on 4 Jul. 2013. After the repayment, the Company currently has no bank loans. 4. Further improve the internal control mechanism and prepare well for the internal control audit report. In the reporting period, the relevant departments of the Company proactively pushed forward improvement of internal control rules. 5. Continue to work on talent and brand development. In the reporting period, the Company continued to work on talent development as planned and push forward brand development. 6. Considering that many companies with A-shares and/or B-shares have started to deal with the B-share issue, indicating the B-share reform as the order of the day, the Company will continue to pay attention to and study the relevant developments and work out a practical solution for B-shares. In the reporting period, the relevant departments of the Company studied successful cases of B-share reform, paid close attention to the implementation plans of companies similar to the Company and gradually improved its conditions to seize opportunities and safeguard its sustainable development in the future. III. Breakdown of main business Unit: RMB Yuan Increase/decrease Increase/decrease Increase/decrease of operating of operating costs of gross profit Operating Gross profit rate Operating costs revenues over the over the same rate over the same revenues (%) same period of period of last year period of last year last year (%) (%) (%) Classified by industry: Real estate 101,392,043.00 66,551,899.59 34.36% Classified by product: Commodity 101,392,043.00 66,551,899.59 34.36% houses 9 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. Classified by region: Guangdong 101,392,043.00 66,551,899.59 34.36% Province IV. Investment analysis 1. Analysis to main subsidiaries and stock-participating companies Main subsidiaries and stock-participating companies: Unit: RMB Yuan Main Company Company Registered Operating Operating Industry products/ser Total assets Net assets Net profit name variety capital revenues profit vices Shenzhen Investment Rieys 44,906,636. Subsidiary Trade and import 50,000,000 Industrial 07 & export Co., Ltd. Production Puning and sale of Tianhe Manufactur 65,100,000 368,613,090 Textile Subsidiary garments, Manufactor e (HKD) .59 knitted dyed y Co., Ltd. cloth, etc. Tianrui (HK) 63,971,476. Subsidiary Trade Trade 1(USD) Trading 86 Co., Ltd. Real estate developmen Puning t (operate Hengda with the Real Estate Subsidiary Real estate 26,000,000 valid Developme qualificatio nt Co., Ltd. n certificate) Shenzhen Real estate Yingda developmen Chuangyua t (operate n with the Subsidiary Real estate 1 1.00 1.00 0.00 0.00 0.00 Constructio valid n qualificatio Investment n Co., Ltd. certificate) 10 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. V. 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 Office of the Inquiring about the time for 10 Jan. 2013 By phone Individual Investor Company resumption of share trading Inquiring about the implementation situation of Office of the subsequent projects of the 14 Jan. 2013 By phone Individual Investor Company Company and the direction of the Company’s B-share reforms Office of the Inquiring about the main 24 Jan. 2013 By phone Individual Investor Company business of the Company Inquiring about the time of shareholding increase plan Office of the 30 Jan. 2013 By phone Individual Investor implemented by the Company principal shareholder of the Company Office of the Inquiring about changes in 31 Jan. 2013 By phone Individual Investor Company industry of the Company Proposing the advice on Office of the 22 Feb. 2013 By phone Individual Investor B-share reform for the Company Company Inquiring about the development situation of Office of the 22 Feb. 2013 By phone Individual Investor real estates and proposing Company the advice on B-share reform for the Company Office of the Inquiring about the sales of 28 Feb. 2013 By phone Individual Investor Company real estates of the Company Office of the Inquiring about the content 5 Mar. 2013 By phone Individual Investor Company of the 2012 annual report Office of the Inquiring about the issues 6 Mar. 2013 By phone Individual Investor Company on B-share reform Inquiring about the main business in the first quarter Office of the 6 Mar. 2013 By phone Individual Investor of 2013 for the Company Company and the approval of removal from listing 11 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. Office of the Proposing the advice of 18 Mar. 2013 By phone Individual Investor Company B-share reform Inquiring about the Office of the 20 Mar. 2013 By phone Individual Investor approval of cancelling the Company risks warning Office of the Inquiring about attending 11 Apr. 2013 By phone Individual Investor Company the general meeting Office of the Inquiring about attending 15 Apr. 2013 By phone Individual Investor Company the general meeting Inquiring when the actual Office of the controller would perform 20 May 2013 By phone Individual Investor Company the shareholding increase commitment Inquiring how the capital increase by the actual controller in the second Office of the biggest corporate 14 Jun. 2013 By phone Individual Investor Company shareholder would affect the Company and whether there’s any policy support for B-share reform Inquiring when the actual Office of the controller would perform 20 Jun. 2013 By phone Individual Investor Company the shareholding increase commitment Inquiring about the share Office of the 21 Jun. 2013 By phone Individual Investor trading suspension of the Company Company 12 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. V. Significant Events I. Corporate governance The actual situation of the Company’s governance did not differ in principle from the Company Law and the relevant CSRC requirement. II. Significant contracts and their fulfillment 1. Guarantees provided by the Company Unit: RMB Ten Thousand Guarantees provided by the Company for external parties (excluding those for subsidiaries) Disclosure date of Guarante Actual relevant Actual e for a Amount for occurrence date Type of Period of Executed Guaranteed party announcem guarantee related guarantee (date of guarantee guarantee or not ent on the amount party or agreement) guarantee not amount Five years from the independent Puning 12 Oct. contract Huafengqiang Trade 3,000 8 Oct. 2012 2,500 Mortgage No No 2012 (loan Co., Ltd. contract) coming into effect Total external guarantee line Total actual occurred amount approved during the reporting 3,000 of external guarantee during 2,500 period (A1) the reporting period (A2) Total external guarantee line that Total actual external guarantee has been approved at the end of 3,000 balance at the end of the 2,500 the reporting period (A3) reporting period (A4) Guarantees provided by the Company for its subsidiaries Disclosure Guarante Actual date of Actual e for a Amount for occurrence date Type of Period of Executed Guaranteed party relevant guarantee related guarantee (date of guarantee guarantee or not announcem amount party or agreement) ent on the not 13 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. guarantee amount Total guarantee line approved for Total actual occurred amount the subsidiaries during the of guarantee for the 0 0 reporting period subsidiaries during the (B1) reporting period (B2) Total guarantee line that has been Total actual guarantee balance approved for the subsidiaries at 0 for the subsidiaries at the end 0 the end of the reporting period of the reporting period (B4) (B3) Total guarantee amount provided by the Company (total of the above-mentioned two kinds of guarantees) Total guarantee line approved Total actual occurred amount during the reporting period 3,000 of guarantee during the 2,500 (A1+B1) reporting period (A2+B2) Total guarantee line that has been Total actual guarantee balance approved at the end of the 3,000 at the end of the reporting 2,500 reporting period period (A4+B4) (A3+B3) Proportion of total guarantee amount (A4+B4) to the net assets 6.89% of the Company (%) Of which: Amount of guarantee for shareholders, actual controller and 0 related parties (C) Amount of debt guarantee provided for the guaranteed party whose asset-liability ratio is not less than 70% directly or 0 indirectly (D) Part of the amount of the total guarantee over 50% of net assets 0 (E) Total amount of the above three guarantees (C+D+E) 0 Explanation on possible bearing joint responsibility of N/A liquidation due to immature guarantee (if any) Explanation on provision of guarantees for external parties in N/A violation of the prescribed procedure (if any) Explanation on particulars about the guarantees by compound ways: III. 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 Commitment Time of making Period of Commitment Contents Fulfillment maker commitment commitment 14 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. Commitment on share reform Commitment in the acquisition report or the report on equity changes Commitments made upon the assets reorganization Commitments made upon IPO or refinancing The actual controller made a commitment to increase the shareholding in the Company by a controlled account within Within 12 12 months since months since the Other commitments made to minority The actual It has not yet the first 14 Jan. 2013 first shareholders controller executed. shareholding shareholding increase day, increase day with an increasing proportion not over 2% of the total share capital of the Company. Executed timely or not? Yes Detailed reason for failing to execute and N/A the next plan (if any) IV. Explanation on other significant events 1. Explanation about pledge of the Company’s shares Shenzhen Risheng Chuangyuan Asset Management Co., Ltd., one of the Company’s shareholders, pledged its shareholdings (34.02 million shares, equal to 10.68% of the Company’s total shares) to Shenzhen Pengcheng CCB Investment Fund on 23 Jul. 2013, with the pledge period from 23 Jul. 2013 to the date when pawnee applies for unlocking. (For details, see the Announcement No. 2013-026 published on Securities Times, Ta Kung Pao and www.cninfo.com.cn on 25 Jul. 2013.) 2. Explanation about the share trading suspension from 21 Jun.-26 Jul. The share trading of the Company was suspended from 21 Jun.-26 Jul. because it was planning a significant asset reorganization. During the share trading suspension, the Company talked for multiple times with the other transaction party and its related parties in this asset reorganization. In strict compliance with the relevant laws and regulations of CSRC and Shenzhen Stock Exchange, the Company hired an intermediary agency to carry out thorough investigations on the target assets. During the suspension, the Company 15 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. seriously performed the duty of information disclosure by disclosing a progress announcement on the significant asset reorganization every five trading days. And the Company made a commitment not to plan another significant asset reorganization within at least three months. (For details, see the Announcement No. 2013-028 published on Securities Times, Ta Kung Pao and www.cninfo.com.cn on 26 Jul. 2013.) 16 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. VI. Change in Shares & Shareholders I. Change in shares Before the change Increase/decrease (+, -) After the change Capitalizat Issuance ion of Proportion Bonus Proportio Amount of new public Others Subtotal Amount (%) shares n (%) shares reserve fund I. Shares subject to trading 164,025,0 164,025,0 51.48% 0 0 0 0 0 51.48% moratorium 00 00 1. Shares held by the State 0 0% 0 0 0 0 0 0 0% 2. Share held by 0 0% 0 0 0 0 0 0 0% state-owned corporations 3. Shares held by other 164,025,0 164,025,0 51.48% 0 0 0 0 0 51.48% domestic corporations 00 00 Among which: shares held 164,025,0 164,025,0 51.48% 0 0 0 0 0 51.48% by domestic corporations 00 00 Shares held by domestic 0 0% 0 0 0 0 0 0 0% natural persons 4. Shares held by foreign 0 0% 0 0 0 0 0 0 0% investors Among which: Shares held 0 0% 0 0 0 0 0 0 0% by foreign corporations Shares held by foreign 0 0% 0 0 0 0 0 0 0% natural persons 5. Share held by senior 0 0% 0 0 0 0 0 0 0% management staff II. Shares not subject to 154,575,0 154,575,0 48.52% 0 0 0 0 0 48.52% trading moratorium 00 00 1. Renminbi ordinary 0 0% 0 0 0 0 0 0 0% shares 2. Domestically listed 154,575,0 154,575,0 48.52% 0 0 0 0 0 48.52% foreign shares 00 00 3. Overseas listed foreign 0 0% 0 0 0 0 0 0 0% shares 17 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. 4. Others 0 0% 0 0 0 0 0 0 0% 318,600,0 318,600,0 III. Total shares 100% 0 0 0 0 0 100% 00 00 Reason for the change in shares □ Applicable √ Inapplicable Approval of the change in shares □ Applicable √ Inapplicable Transfer of the change in shares □ Applicable √ Inapplicable Effects of the change in shares on the basic EPS, diluted EPS, net assets per share attributable to common shareholders of the Company and other financial indexes over the last year and last period □ Applicable √ Inapplicable Other contents that the Company considered necessary or were required by the securities regulatory authorities to disclose □ Applicable √ Inapplicable Change of the total shares, shareholder structure, asset structure and liability structure □ Applicable √ Inapplicable II. Total number of shareholders and their shareholdings Unit: share Total number of shareholders at the 12,870 end of the reporting period Particulars about shares held by shareholders with a shareholding percentage over 5% Total Increase Number Pledged or frozen shares Number shares /decreas of of Name of Nature of Shareholding held at e during non-trad tradable shareholder shareholder percentage (%) the the able Status of shares Number of shares shares period-e reportin shares held nd g period held Puning Shenghengchang Domestic 117,855, 117,855, Trade non-state-owned 36.99% 0 0 0 000 000 Development corporation Co., Ltd Shenzhen Risheng Domestic Chuangyuan 34,020, 34,020, non-state-owned 10.68% 0 0 0 Asset 000 000 corporation Management Co., Ltd. Guotai Junan Foreign 18,398, +18,398 18,398, 5.77% 0 0 Securities(Hong corporation 834 ,834 834 18 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. Kong) Limited Puning Lianhua Domestic 12,150, 12,150, Industrial Co., non-state-owned 3.81% 0 0 0 000 000 Ltd. corporation China Everbright Foreign 7,264,3 +7,264, 7,264,3 Securities (HK) 2.28% 0 0 corporation 10 310 10 Limited Domestic natural 7,235,2 7,235,2 Su Youhe 2.27% +88,952 0 0 person 07 07 Shanghai Wanguo Foreign 3,146,61 +105,18 3,146,61 Securities (HK) 0.99% 0 corporation 1 42 1 Limited Domestic natural 2,272,4 +1,811, 2,272,4 Fan Jiongyang 0.71% 0 person 00 515 00 Domestic natural 2,077,3 +2,077, 2,077,3 Xie Qingjun 0.65% 0 person 00 300 00 Domestic natural 1,300,0 -406,50 1,300,0 Zheng Suxian 0.41% 0 person 00 0 00 Strategic investor or general corporation becoming a top ten N/A shareholder due to placing of new shares (if any) (see Note 3) There existed related relationship among Puning Shenghengchang Trade Development Co., Ltd., Shenzhen Risheng Chuangyuan Asset Management Co., Ltd. and Puning Lianhua Explanation on associated Industrial Co., Ltd. (name changed from “Shantou Lianhua Industrial Co., Ltd.” to “Puning relationship or/and persons acting in Lianhua Industrial Co., Ltd. due to relocation), which belonged to action-in-concert concert among the above-mentioned promulgated by Measures for the Administration of Disclosure of Information on the Change shareholders: of Shareholdings in Listed Companies. The Company did not know whether there existed related relationship among other shareholders. Particulars about shares held by the top ten shareholders holding shares not subject to trading moratorium Type of shares Name of shareholder Number of tradable shares held at the period-end Type Number Domestically Guotai Junan Securities(Hong Kong) 18,398,834 listed foreign 18,398,834 Limited shares Domestically China Everbright Securities (HK) 12,150,000 listed foreign 12,150,000 Limited shares Domestically Su Youhe 7,235,207 7,235,207 listed foreign 19 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. shares Domestically Shanghai Wanguo Securities (HK) 3,146,611 listed foreign 3,146,611 Limited shares Domestically Fan Jiongyang 2,272,400 listed foreign 2,272,400 shares Domestically Xie Qingjun 2,077,300 listed foreign 2,077,300 shares Domestically Zheng Suxian 1,300,000 listed foreign 1,300,000 shares Domestically NGAI KWOK PAN 1,145,816 listed foreign 1,145,816 shares Domestically LUO DONG HUI 1,100,000 listed foreign 1,100,000 shares Domestically Ke Zhongfeng 714,164 listed foreign 714,164 shares Explanation on associated relationship or/and persons acting in concert among the top ten tradable Unknown shareholders and between the top ten tradable shareholders and the top ten shareholders Explanation on shareholders participating in the margin trading Naught business (if any) (see Note 4) Did any shareholder of the Company carry out an agreed buy-back in the reporting period? □ Yes √ No 20 2013 Semi-annual Report of Guangdong Rieys Group Company Ltd. VII. Directors, Supervisors & Senior Management Staff I. Directors, supervisors and senior management staff who left their posts Name Position Type Date Reason Feng Zhuokui Vice president Employment 22 Apr. 2013 Newly employed 21 VIII. Financial Statements I. Audit report Have these financial statements been audited? □ Yes √ No These financial statements for the first half of 2013 have not been audited. II. Financial statements Currency unit for the statements in the notes to these financial statements: RMB Yuan 1. Consolidated balance sheet Prepared by Guangdong Rieys Group Company Ltd. Unit: RMB Yuan Item Closing balance Opening balance Current Assets: Monetary funds 24,066,267.29 21,555,492.79 Settlement reserves Intra-group lendings Transactional financial assets Notes receivable Accounts receivable 12,708,648.18 29,542,060.33 Accounts paid in advance 30,909,821.90 1,401,124.90 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 17,855,582.60 8,712,918.25 Financial assets purchased under agreements to resell Inventories 274,250,611.88 340,802,511.47 Non-current assets due within 1 year 22 Other current assets Total current assets 359,790,931.85 402,014,107.74 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 85,975,473.31 87,845,171.59 Construction in progress Engineering materials 54,526.00 54,526.00 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 27,383,583.21 27,720,177.33 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 8,577,402.81 8,577,402.81 Other non-current assets 434,160.00 434,160.00 Total of non-current assets 122,425,145.33 124,631,437.73 Total assets 482,216,077.18 526,645,545.47 Current liabilities: Short-term borrowings 14,099,960.00 15,099,960.00 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 16,028,613.75 30,877,322.71 Accounts received in advance 21,913,975.01 28,576,119.48 Financial assets sold for repurchase 23 Handling charges and commissions payable Employee’s compensation payable 626,654.91 730,461.85 Tax payable 39,280,369.08 44,779,973.52 Interest payable 15,576,401.18 13,756,401.18 Dividend payable Other accounts payable 7,532,445.56 32,816,218.09 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 115,058,419.49 166,636,456.83 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 115,058,419.49 166,636,456.83 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 24 Retained profits -93,967,607.68 -101,152,252.70 Foreign exchange difference Total equity attributable to owners of 362,798,149.10 355,613,504.08 the Company Minority interests 4,359,508.59 4,395,584.56 Total owners’ (or shareholders’) equity 367,157,657.69 360,009,088.64 Total liabilities and owners’ (or 482,216,077.18 526,645,545.47 shareholders’) equity Legal representative: Chen Hongcheng Chief of the accounting work: Chen Jincai Chief of the accounting organ: Zheng Guangde 2. Balance sheet of the Company Prepared by Guangdong Rieys Group Company Ltd. Unit: RMB Yuan Item Closing balance Opening balance Current Assets: Monetary funds 4,619,037.40 7,628,811.81 Transactional financial assets Notes receivable Accounts receivable Accounts paid in advance Interest receivable Dividend receivable Other accounts receivable 74,731,541.84 94,265,296.12 Inventories Non-current assets due within 1 year Other current assets Total current assets 79,350,579.24 101,894,107.93 Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment 243,312,509.68 243,312,508.68 Investing property Fixed assets 81,874,830.89 83,619,246.08 25 Construction in progress Engineering materials 54,526.00 54,526.00 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 27,383,583.21 27,720,177.33 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 2,466,835.50 2,466,835.50 Other non-current assets Total of non-current assets 355,092,285.28 357,173,293.59 Total assets 434,442,864.52 459,067,401.52 Current liabilities: Short-term borrowings 14,099,960.00 15,099,960.00 Transactional financial liabilities Notes payable Accounts payable 19,442.64 19,442.64 Accounts received in advance Employee’s compensation payable 278,828.04 159,511.60 Tax payable 1,060,772.27 2,686,106.07 Interest payable 15,576,401.18 13,756,401.18 Dividend payable Other accounts payable 169,505,519.31 186,273,159.74 Non-current liabilities due within 1 year Other current liabilities Total current liabilities 200,540,923.44 217,994,581.23 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities 26 Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 200,540,923.44 217,994,581.23 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 -222,863,815.70 -215,692,936.49 Foreign exchange difference Total owners’ (or shareholders’) equity 233,901,941.08 241,072,820.29 Total liabilities and owners’ (or 434,442,864.52 459,067,401.52 shareholders’) equity Legal representative: Chen Hongcheng Chief of the accounting work: Chen Jincai Chief of the accounting organ: Zheng Guangde 3. Consolidated income statement Prepared by Guangdong Rieys Group Company Ltd. Unit: RMB Yuan Item Jan.-Jun. 2013 Jan.-Jun 2012 I. Total operating revenues 101,392,043.00 7,617,917.19 Including: Sales income 101,392,043.00 7,617,917.19 Interest income Premium income Handling charge and commission income II. Total operating cost 88,088,739.21 21,813,148.94 Including: Cost of sales 66,551,899.59 5,242,728.04 Interest expenses Handling charge and commission expenses 27 Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 8,926,286.36 Selling and distribution expenses 364,306.74 757,544.50 Administrative expenses 9,675,497.18 9,118,311.22 Financial expenses 2,662,941.93 4,228,100.01 Asset impairment loss -92,192.59 2,466,465.17 Add: Gain/(loss) from change in fair 3,404.00 value (“-” means loss) Gain/(loss) from investment (“-” means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 13,303,303.79 -14,191,827.75 Add: non-operating income 6,875.00 1,401.20 Less: non-operating expense 261,016.95 58,179.50 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) 13,049,161.84 -14,248,606.05 Less: Income tax expense 5,900,592.79 -618,301.50 V. Net profit (“-” means loss) 7,148,569.05 -13,630,304.55 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the 7,184,645.02 -13,570,192.44 Company Minority shareholders’ income -36,075.97 -60,112.11 VI. Earnings per share -- -- (I) Basic earnings per share 0.02 -0.04 (II) Diluted earnings per share 0.02 -0.04 28 Ⅶ. Other comprehensive incomes Ⅷ. Total comprehensive incomes 7,148,569.05 -13,630,304.55 Attributable to owners of the 7,184,645.02 -13,570,192.44 Company Attributable to minority -36,075.97 -60,112.11 shareholders Legal representative: Chen Hongcheng Chief of the accounting work: Chen Jincai Chief of the accounting organ: Zheng Guangde 4. Income statement of the Company Prepared by Guangdong Rieys Group Company Ltd. Unit: RMB Yuan Item Jan.-Jun. 2013 Jan.-Jun 2012 I. Total sales 0.00 0.00 Less: cost of sales 0.00 0.00 Business taxes and surcharges Distribution expenses Administrative expenses 4,348,507.92 4,249,607.81 Financial costs 2,719,246.06 3,293,889.61 Impairment loss 136,310.38 Add: gain/(loss) from change in fair 3,404.00 value (“-” means loss) Gain/(loss) from investment (“-” means loss) Including: income form investment on associates and joint ventures II. Business profit (“-” means loss) -7,067,753.98 -7,676,403.80 Add: non-business income 496.92 Less: non-business expense 103,125.23 40,000.00 Including: loss from non-current asset disposal III. Total profit (“-” means loss) -7,170,879.21 -7,715,906.88 Less: income tax expense -34,077.60 IV. Net profit (“-” means loss) -7,170,879.21 -7,681,829.28 V. Earnings per share -- -- (I) Basic earnings per share -0.02 -0.02 29 (II) Diluted earnings per share -0.02 -0.02 VI. Other comprehensive income VII. Total comprehensive income -7,170,879.21 -7,681,829.28 Legal representative: Chen Hongcheng Chief of the accounting work: Chen Jincai Chief of the accounting organ: Zheng Guangde 5. Consolidated cash flow statement Prepared by Guangdong Rieys Group Company Ltd. Unit: RMB Yuan Item Jan.-Jun. 2013 Jan.-Jun 2012 I. Cash flows from operating activities: Cash received from sale of 111,655,503.27 140,845,788.66 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 36,687.67 3,000,000.00 Other cash received relating to 41,306,885.03 8,071,501.00 operating activities Subtotal of cash inflows from operating 152,999,075.97 151,917,289.66 activities 30 Cash paid for goods and services 43,911,805.96 68,389,373.16 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 3,649,191.48 3,853,324.47 Various taxes paid 20,055,088.25 1,656,666.51 Other cash payment relating to 81,507,573.07 65,336,639.08 operating activities Subtotal of cash outflows from 149,123,658.76 139,236,003.22 operating activities Net cash flows from operating activities 3,875,417.21 12,681,286.44 II. Cash flows from investing activities: Cash received from withdrawal of investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other 120,000.00 143,130.00 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from 120,000.00 143,130.00 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 484,642.71 532,368.23 assets Cash paid for investment Net increase of pledged loans Net cash paid to acquire subsidiaries 31 and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 484,642.71 532,368.23 investing activities Net cash flows from investing activities -364,642.71 -389,238.23 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 1,000,000.00 9,500,000.00 Cash paid for interest expenses and 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 1,000,000.00 9,500,000.00 financing activities Net cash flows from financing activities -1,000,000.00 -9,500,000.00 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash 2,510,774.50 2,792,048.21 equivalents Add: Opening balance of cash and 21,555,492.79 1,600,749.63 cash equivalents VI. Closing balance of cash and cash 24,066,267.29 4,392,797.84 equivalents 32 Legal representative: Chen Hongcheng Chief of the accounting work: Chen Jincai Chief of the accounting organ: Zheng Guangde 6. Cash flow statement of the Company Prepared by Guangdong Rieys Group Company Ltd. Unit: RMB Yuan Item Jan.-Jun. 2013 Jan.-Jun 2012 I. Cash flows from operating activities: Cash received from sale of commodities and rendering of service Tax refunds received Other cash received relating to 117,036,546.54 19,581,502.09 operating activities Subtotal of cash inflows from operating 117,036,546.54 19,581,502.09 activities Cash paid for goods and services Cash paid to and for employees 769,035.01 782,113.11 Various taxes paid 1,745,041.25 845,890.48 Other cash payment relating to 116,523,743.69 9,085,239.76 operating activities Subtotal of cash outflows from 119,037,819.95 10,713,243.35 operating activities Net cash flows from operating activities -2,001,273.41 8,868,258.74 II. Cash flows from investing activities: Cash received from retraction of investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from investing activities Cash paid to acquire fixed assets, 8,500.00 33 intangible assets and other long-term assets Cash paid for investment Net cash paid to acquire subsidiaries and other business units Other cash payments relating to 1.00 investing activities Subtotal of cash outflows from 8,501.00 investing activities Net cash flows from investing activities -8,501.00 0.00 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 financing activities Subtotal of cash inflows from financing activities Repayment of borrowings 1,000,000.00 9,500,000.00 Cash paid for interest expenses and distribution of dividends or profit Other cash payments relating to financing activities Sub-total of cash outflows from 1,000,000.00 9,500,000.00 financing activities Net cash flows from financing activities -1,000,000.00 -9,500,000.00 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash -3,009,774.41 -631,741.26 equivalents Add: Opening balance of cash and 7,628,811.81 1,338,922.68 cash equivalents VI. Closing balance of cash and cash 4,619,037.40 707,181.42 equivalents 34 Legal representative: Chen Hongcheng Chief of the accounting work: Chen Jincai Chief of the accounting organ: Zheng Guangde 7. Consolidated Statement of Changes in Owners’ Equity Prepared by Guangdong Rieys Group Company Ltd. Jan.-Jun. 2013 Unit: RMB Yuan Jan.-Jun. 2013 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, -101,15 4,395,584 360,009,08 previous year ,000.00 96.58 260.20 2,252.70 .56 8.64 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, -101,15 4,395,584 360,009,08 the year ,000.00 96.58 260.20 2,252.70 .56 8.64 III. Increase/ decrease in the 7,184,64 -36,075.9 7,148,569. period (“-” means decrease) 5.02 7 05 7,184,64 -36,075.9 7,148,569. (I) Net profit 5.02 7 05 (II) Other comprehensive incomes 7,184,64 -36,075.9 7,148,569. Subtotal of (I) and (II) 5.02 7 05 (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 35 (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 52,129,4 86,036, -93,967, 4,359,508 367,157,65 IV. Closing balance ,000.00 96.58 260.20 607.68 .59 7.69 Jan.-Jun. 2012 Unit: RMB Yuan Jan.-Jun. 2013 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: retrospective 36 adjustment due to business combination under the same 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, -127,21 4,495,708 334,041,78 the year ,000.00 96.58 260.20 9,679.36 .04 5.46 III. Increase/ decrease in the 26,067,4 -100,123. 25,967,303 period (“-” means decrease) 26.66 48 .18 26,067,4 -100,123. 25,967,303 (I) Net profit 26.66 48 .18 (II) Other comprehensive incomes 26,067,4 -100,123. 25,967,303 Subtotal of (I) and (II) 26.66 48 .18 (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. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. New increase of capital (or share capital) from capital public reserves 37 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, -101,15 4,395,584 360,009,08 IV. Closing balance ,000.00 96.58 260.20 2,252.70 .56 8.64 Legal representative: Chen Hongcheng Chief of the accounting work: Chen Jincai Chief of the accounting organ: Zheng Guangde 8. Statement of Changes in Owners’ Equity of the Company Prepared by Guangdong Rieys Group Company Ltd. Jan.-Jun. 2013 Unit: RMB Yuan Jan.-Jun. 2013 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 -215,692,9 241,072,82 previous year 0.00 .58 .20 36.49 0.29 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 -215,692,9 241,072,82 the year 0.00 .58 .20 36.49 0.29 III. Increase/ decrease in the -7,170,879. -7,170,879. period (“-” means decrease) 21 21 -7,170,879. -7,170,879. (I) Net profit 21 21 38 (II) Other comprehensive incomes -7,170,879. -7,170,879. Subtotal of (I) and (II) 21 21 (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 -222,863,8 233,901,94 IV. Closing balance 0.00 .58 .20 15.70 1.08 Jan.-Jun. 2012 Unit: RMB Yuan 39 Jan.-Jun. 2012 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 -216,677,2 240,088,47 previous year 0.00 .58 .20 81.87 4.91 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 in the 984,345.38 984,345.38 period (“-” means decrease) (I) Net profit 984,345.38 984,345.38 (II) Other comprehensive incomes Subtotal of (I) and (II) 984,345.38 984,345.38 (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 40 (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 -215,692,9 241,072,82 IV. Closing balance 0.00 .58 .20 36.49 0.29 Legal representative: Chen Hongcheng Chief of the accounting work: Chen Jincai Chief of the accounting organ: Zheng Guangde (III) Company profile 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 (this company changed its name to Shenzhen Shenghengchang Industrial Co., Ltd. after relocating in Shenzhen; in 2007 this company was renamed as Guangzhou Shenghengchang Investment Co., Ltd.; in 2008 this company was renamed as Guangzhou Shenghengchang Trade and Development 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 31 June 2013, 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 real estates development and management and other investments. (IV) Principal accounting policies and estimates and previous error 41 1. Basis for the preparation 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 “Basic Accounting Standard for Business Enterprises” and other rules of accounting standards to recognize, measure and prepare financial statement. 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 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 June 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. 42 6. Preparation of the consolidated financial statements (1) 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 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. (2) The subsidiary whose stock right is purchased and then sold in two continuing fiscal years or sold and then bought need to disclose its relating accountant management method. Inapplicable. 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 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.. (2) Conversion of financial statement in foreign currencies ① 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 43 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. 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 ①The 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, 44 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 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 recognised 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. (4) Derecognized financial liabilities 45 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. (5) 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. (6) Testing and withdrawing method for impairment of financial assets(excluding account receivable) 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. (7) As for undue financial assets which can be reclassified as available-for-sale financial assets, descriptions of holding intention or ability to change are needed Inapplicable. 10. Standard and withdrawing method of provision for bad debts of 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. (1) Provision for bad debts of individual material receivables 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 Standard of significant single amounts 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 46 the receivable groups to determine the impairment loss and make provision for bad debts. 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 Withdrawing method of provision for bad debts of significant debts in accordance with the difference between its future cash single amounts 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. (2) Withdrawing receivables of provision for bad debts according to group Provision for bad debts Name Basis to confirm group according to group Withdrawing provision for bad debts according to aging of accounts in group √ Applicable □ Inapplicable Appropriation proportion of receivables Appropriation proportion of other Age (%) receivables (%) 1year (including 1 year) 2% 1-2 years 10% Over 3 years 50% 4-5 years 80% Over 5 years 100% Withdrawing provision for bad debts according to balance percentage in group □ Applicable √ Inapplicable Withdrawing provision for bad debts according to other methods in group □ Applicable √ Inapplicable (3) Single amounts not significant but individually withdrawing provision of bad debts of receivables 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) Method for inventory valuation Method: weighted average method Inventories are valued at the lower of cost and net realizable value. 47 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 step-amortization method. 12. Long-term Equity Investment (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 48 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) 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 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. 49 (3) 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. (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 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) Basis and valuation method of fixed assets by financing leasehold 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. 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. (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). Individual depreciation by age average 50 method is adopted, as following: Estimated net residual value Category Estimated useful life (year) Annual depreciation rate (%) rate (%) Buildings and constructions 35 5% 2.71% Machinery equipment 10 5% 9.5% Electronics 8 5% 11.88% Transportation equipment 5 5% 19% (4) Impairment testing method and withdrawal of impairment provision for fixed assets As for fixed assets, judgment is made to discern whether relating assets possibly encounter impairment at the period-end. If the assets have sign of impairment, valuation is made to estimate its account receivables ① If assets have sign of impairment, the Company estimates its account receivables on the base of a single asset. ② If account receivables of a single asset are unable to be estimated, the Company confirms account receivables of asset group on the base of the asset group to which the assets belong. ③ Account receivables are affirmed by the higher one of net amount of assets fair value deducting disposal costs and present value of assets expected cash flow. If amount receivables of assets are lower than book value, book value of assets shall be deductive to amount receivables among which the deductive amounts are referred to as loss of assets impairment and marked into current loss with withdrawal of impairment provision for relating assets. Assets which is confirmed impairment would occur corresponding adjustment of depreciation of impairment assets or amortization costs in a bid to make the assets methodically amortize and adjust book value (deducted expected net residual value) in the remaining useful life. Once assets impairment of fixed assets confirmed, there is not reversion in the future accounting period. (5) Other notes 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. (3) Impairment testing method and withdrawal of impairment provision for construction in progress As for construction in progress, judgment is made to discern whether relating assets possibly encounter impairment at the period-end. If the assets have sign of impairment, valuation is made to estimate its account receivables ① If assets have sign of impairment, the Company estimates its account receivables on the base of a single asset. ② If account receivables of a single asset are unable to be estimated, the Company confirms account receivables of asset group on the base of the asset group to which the assets belong. ③ Account receivables are affirmed by the higher one of net amount of assets fair value deducting disposal costs and present value 51 of assets expected cash flow. If amount receivables of assets are lower than book value, book value of assets shall be deductive to amount receivables among which the deductive amounts are referred to as loss of assets impairment and marked into current loss with withdrawal of impairment provision for relating assets. Assets which is confirmed impairment would occur corresponding adjustment of depreciation of impairment assets or amortization costs in a bid to make the assets methodically amortize and adjust book value (deducted expected net residual value) in the remaining useful life. Once assets impairment of fixed assets confirmed, there is not reversion in the future accounting period. 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: 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; The borrowing expenses have occurred; The necessary construction or production activities to make the assets ready for use or sales have been launched. (2) Capitalization period of borrowing expenses 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) Suspending period of capitalization 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. (4) 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. 52 17. Intangible assets (1) Accounting 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) 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. Item Expected useful life Foundation (3) Judging foundation for intangible assets with infinite useful life 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. (4) Withdrawal of impairment provision for intangible assets For intangibles, 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. 53 Impairment loss on intangibles shall not be reversed once recognized. (5) Specific standard of discerning researching stage and developing stage of development&research projects of the company Inapplicable (6) Expenses accounting of internal research&development project Inapplicable 18. Long-term expenses to be amortized Long-term expenses to be amortized will be averagely amortized in the benefit period, including: (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. 21. Income (1) Specific standard for the time of income from 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) Standard for income from 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. (3) Standard for income from 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: 54 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. (4) When confirming income from rending services and constructing contracts according to completion percentage, confirm the methods and progresses of completion of contract Inapplicable 20. Government grants (1) Categories Government grants refer to monetary assets or non-monetary assets obtained free by a company from the 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. (2) Accounting methods 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. 21. Deferred income tax assets / deferred income tax liabilities (1) Foundation of affirmation of deferred income tax assets 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. (2) Foundation of affirmation of deferred income tax liabilities 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. 22. Operating lease and finance lease (1) Accounting treatment of operating 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. 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. For rent in operating leases, the Company will use the straight-line method to record it into the cost of relevant assets or current profit 55 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. (2) Accounting treatment of finance lease n 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. 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. (3) Accounting treatment of leaseback Inapplicable (V) 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 City construction and maintainance tax 7% 5% VAT, business tax Enterprise income tax 25% Taxable income [incrementtaxonlandvalue 3.5% Income in advance Income tax rate of the company and branches (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%. 2. Tax preference and official document Inapplicable 3. Other notes 56 (VI) Business combination and the consolidated financial statements 1. Status of subsidiaries 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) Subsidiaries obtained through the establishment or investment Unit: RMB Yuan Balance of the owner's equity of parent compan y after deductin g the Balance share of Register of net current Actual Minorit Gains & ed investm losses of Place of investm Shareho Consoli y losses of capital Scope of ent in Voting minority Name Type Registra Nature ent as at ldings dated or sharehol minority (10 business subsidia (%) sharehol tion period (%) not ders’ sharehol thousan ries in ders end equity ders d) substanc over the e share of owner’s equity enjoyed by such minority sharehol ders in the subsidia ry in the 57 period beginni ng Investm Shenzhe ent and n Rieys Co., Shenzhe import 45,000, 4,359,5 36,075. Industri Trading 5000 0.00 90 90 Yes Ltd. n & 000.00 08.59 97 al Co., export Ltd. trading Puning Producti Tianhe on and Garmen sales of 65,100, t Co., Manufa 6510(H clothes Puning 000.00( 0.00 100 100 Yes Manufa Ltd. cture KD) and HKD) cturing knitting Factory colorize . d cloth Shenzhe n Municip Yingdac al public haungyu project an Shenzhe Real Co., Ltd 1.00 and real 1.00 0.00 100% 100% Yes construc n estate estate ting and develop Manufa ment cturing Co., Ltd Other notes about subsidiaries obtained through the establishment or investment (2) Subsidiaries obtained through business consolidation under common control Unit: RMB Yuan Balance of the owner's Balance Register equity of Actual of net Gains & ed parent Place of investm investmen Sharehold Minority losses of capital Scope of Voting Consolida company Name Type Registra Nature ent as at t in ings sharehold minority (10 business (%) ted or not after tion period subsidiari (%) ers’ equity sharehold thousan deducting end es in ers d) the share substance of current losses of minority 58 sharehold ers over the share of owner’s equity enjoyed by such minority sharehold ers in the subsidiary in the period beginning Tianrui (HK) Hong Co., Ltd. Trading 1(USD) Trading 1(USD) 0.00 100 100 Yes Trading Kong Co., Ltd. Property Puning developm Hengda ent Real Property (operate 146,600,0 Estate Co., Ltd. Puning developm 2600 with valid 0.00 100 100 Yes 00.00 Developm ent qualificati ent Co., on Ltd. certificate ) Other notes about subsidiaries obtained through business consolidation under common control (3) Subsidiaries obtained through business consolidation not under common control Unit: RMB Yuan Balance of the owner's Balance equity of Actual of net Gains & Registere parent Place of investmen investmen Sharehold Minority losses of d capital Scope of Voting Consolida company Name Type Registrati Nature t as at t in ings sharehold minority (10 business (%) ted or not after on period subsidiari (%) ers’ equity sharehold thousand) deducting end es in ers the share substance of current losses of minority 59 sharehold ers over the share of owner’s equity enjoyed by such minority sharehold ers in the subsidiary in the period beginning Other notes about subsidiaries obtained through business consolidation not under common control 2. Notes about change in scope of consolidation Notes about change in scope of consolidated statement Shenzhen Yingdachuangyuan Construction and Investment Co., Ltd. was established through investment with registered capital of 1.00 RMB and ratio of investments of 100%. √ Applicable □ Inapplicable Compared to last year, this year increased one consolidated unit, for Establishing Shenzhen Yingdachuangyuan Construction and Investment Co., Ltd. through investment Compared to last year, this year decreased consolidated unit, for 3. Subjects newly included in current scope of consolidation and subjects no longer included in current scope of consolidation 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 Unit: RMB Yuan Name Net assets at the period-end Net profit in current period Shenzhen Yingdachuangyuan Construction and 1 0 Investment Co., Ltd (VII) Notes to the items of consolidated financial statement 1. Monetary funds Unit: RMB Yuan Closing balance Opening balance Item Exchange Exchange Foreign currency Equivalent to RMB Foreign currency Equivalent to RMB rate rate 60 Cash -- -- 881,012.77 -- -- 693,705.81 RMB -- -- 880,947.80 -- -- 693,639.60 USD 1.00 6.1787 6.18 1.00 6.2855 6.29 HKD 73.80 0.7965 58.79 73.80 0.8109 59.84 Bank deposits -- -- 23,167,363.53 -- -- 20,841,826.88 RMB -- -- 23,096,008.69 -- -- 20,746,442.44 USD 4,041.88 6.1787 24,973.50 10,044.64 6.2855 63,135.59 HKD 58,228.19 0.7965 46,381.27 39,771.66 0.8109 32,248.85 Other currency -- -- 17,890.99 -- -- 19,960.10 RMB -- -- 17,890.99 -- -- 19,960.10 Subtotal -- -- 24,066,267.29 -- -- 21,555,492.79 If there is any item which is restricted, outbound and has potential risks to withdraw because of mortgage, pledge and freeze, individual note is needed. Note: The number of monetary funds at period-end is more than the period-begin by RMB2,510,774.50, representing a change ratio of 11.65%, the reasons for the change is due to receiving the prepayment of houses from Puning Hengda Real Estate Company in this period. 2. Accounts receivable (1) Disclosure of accounts receivable by category Unit: yuan Closing balance Opening balance Book value Provision for bad debts Book value Provision for bad debts Category Proportion( Proportion( Proportion( Proportion(% Amount Amount Amount Amount %) %) %) ) Accounts receivable with significant individual 12,102,904. 12,102,904. 12,195,09 12,195,097.2 35.89% 100% 24.08% 100% amount which individually 62 62 7.21 1 assessed for bad debts Accounts receivable of provision for bad debts withdrawing by groups Accounts receivable with insignificant individual 15,750,977. 8,362,533.8 31,755,09 amount but in high risk 46.71% 53.09% 62.71% 8,362,533.80 26.33% 38 0 5.07 portfolio after grouping by credit risk characteristics Accounts receivable with 5,655,033.3 6,484,327 16.77% 334,828.73 5.92% 12.8% 334,828.73 5.16% significant individual 3 .79 61 amount in high risk portfolio after grouping by credit risk characteristics 21,406,010. 8,697,362.5 38,239,42 Subtotal 63.49% 40.63% 75.51% 8,697,362.53 22.74% 71 3 2.86 Accounts receivable with insignificant individual 206,357.7 amount but withdrawing 206,357.74 0.61% 206,357.74 100% 0.41% 206,357.74 100% 4 by individual for provision for bad debts 33,715,273. 21,006,624. 50,640,87 21,098,817.4 Total -- -- -- -- 07 89 7.81 8 Notes of the category of accounts receivable Accounts receivable with significant individual amount which individually assessed for bad debts at the end of the period √ Applicable □ Inapplicable Unit: yuan Withdrawing Contents of accounts receivable Book value Provision for bad debts Proportion Reason of provision (%) The significant client ha d filed for bankruptcy a nd had significant influe Victoria International(USA) INC 5,333,617.39 5,333,617.39 100% nce on it. It’ likely to have bad debts after ana lysis and evaluation Payment for a long time Hongkong Jinhua Trading Company 4,224,304.63 4,224,304.63 100% with final payment disputable Payment for a long time Jinjing International Co., Ltd. 2,544,982.60 2,544,982.60 100% with final payment disputable Total 12,102,904.62 12,102,904.62 -- -- In the groups, the accounts receivable of provision for bad debts withdrawing by aging analysis √ Applicable □ Inapplicable Unit: yuan Closing balance Opening balance Aging Book value Provision for bad Book value Provision for bad 62 Proportion( debts Proportion( debts Amount Amount %) %) Within 1 year Including -- -- -- -- -- -- Subtotal 9,722,495.44 45.42% 549,753.04 27,487,652.14 71.88% 549,753.04 1 to 2 years 1,259,589.88 5.88% 256,427.72 2,564,277.18 6.71% 256,427.72 2 to 3 years 2,395,147.54 11.19% 197,567.97 395,135.93 1.03% 197,567.97 over 3 years 7,792,357.61 20.38% 7,693,613.80 3 to 4 years 236,420.24 1.1% over 5 years 7,792,357.61 36.4% 7,693,613.80 Total 21,406,010.71 8,697,362.53 38,239,422.86 -- 8,697,362.53 In the groups, the accounts receivable of provision for bad debts withdrawing by the balance percentage method □ Applicable √ Inapplicable In the groups, the accounts receivable of provision for bad debts withdrawing by other methods □ Applicable √ Inapplicable Accounts receivable with insignificant individual amount but withdrawing by individual for provision for bad debts at the end of period √ Applicable □ Inapplicable Unit: yuan Contents of accounts Withdrawing proportion Book value Provision for bad debts Withdrawing reason receivable (%) Shenzhen ITAT Estimated to be International Premier 206,357.74 206,357.74 100% irrecoverable for long Brand Membership Store age Total 206,357.74 206,357.74 -- -- (2) Accounts receivable with insignificant individual amount but in high risk portfolio after grouping by credit risk characteristics Aging Closing balance Opening balance Provision for bad debts Provision for bad debts Total 15,750,977.38 100.00% 8,362,533.80 31,755,095.07 100.00% 8,362,533.80 63 (3) Top 5 units in outstanding amount of accounts receivable Unit: yuan Percent in total accounts Name of unit Relationship Amount Age limit receivable (%) Victoria Customer 5,333,617.39 over 3 years 15.82% International(USA) INC Hongkong Jinhua Customer 4,224,304.63 over 3 years 12.53% Trading Company Huang Donglai Customer 3,298,712.00 1 to 2 years 9.78% Jinjing International Co., Customer 2,544,982.60 over 3 years 7.55% Ltd. Brendwood International Customer 2,356,321.33 1 to 2 years 6.99% Corp. Total -- 17,757,937.95 -- 52.67% 3. Other receivables (1) Disclosure of other receivables by category Unit: yuan Closing balance Opening balance Book value Provision for bad debts Book value Provision for bad debts Category Proportio Proportio Proportion( Proportio Amount Amount Amount Amount n(%) n(%) %) n(%) Accounts receivable with significant individual amount which 1,000,000.00 100% 1,000,000.00 100% 1,000,000.00 3.16% 1,000,000.00 100% individually assessed for bad debts Other accounts receivable of provision for bad debts withdrawing by groups Other receivables with insignificant individual amount but in high risk 26,496,734.7 19,389,821.7 25,432,987.0 80.45% 80.45% 19,389,821.78 76.24% portfolio after grouping 1 8 3 by credit risk characteristics Other accounts 20,500.00 0.06% 20,500.00 20,500.00 0.06% 20,500.00 100% receivable not significant Accounts receivable with 13,242,022.6 16.33% 2,493,353.00 100% 5,163,106.00 16.33% 2,493,353.00 48.29% 64 significant individual 7 amount in high risk portfolio after grouping by credit risk characteristics 39,759,257.3 21,903,674.7 30,616,593.0 Subtotal 21,903,674.78 8 8 3 40,759,257.3 22,903,674.7 31,616,593.0 Total -- -- -- 22,903,674.78 -- 8 8 3 Notes of the category of other receivables Other accounts receivable with significant individual amount which individually assessed for bad debts at the end of the period √ Applicable □ Inapplicable Unit: yuan Withdrawing proportion Contents Book value Amount of bad debts Reason (%) STRICKWELT INTERNATIONAL Estimated to be TRADING 1,000,000.00 1,000,000.00 100% irrecoverable for long (SHANGHAI) CO., age LTD. Total 1,000,000.00 1,000,000.00 -- -- In the groups, the other accounts receivable of provision for bad debts withdrawing by aging analysis √ Applicable □ Inapplicable Unit: yuan Closing balance Opening balance Book value Book value Aging Provision for bad Provision for bad Proporti Proporti Amount debts Amount debts on(%) on(%) Within 1 year Including: Subtotal Within 1 year 10,856,106.26 27.32% 19,747.95 987,397.85 3.23% 19,747.95 1 to 2 years 1,185,070.79 2.98% 167,402.45 2,772,024.53 9.05% 277,202.45 2 to 3 years 4,850,289.11 12.21% 1,502,321.32 5,899,748.64 19.27% 2,949,874.32 over 3 years 20,957,422.01 68.45% 18,656,850.06 3 to 4 years 6,226,601.14 15.67% 4,045,280.91 4 to 5 years 5,397,346.96 13.58% 4,317,877.57 65 over 5years 11,223,343.12 28.24% 9,337,191.58 Total 39,738,757.38 -- 19,389,821.78 30,616,593.03 -- 21,903,674.78 In the groups, other accounts receivable of provision for bad debts withdrawing by the balance percentage method □ Applicable √ Inapplicable In the groups, other accounts receivable of provision for bad debts withdrawing by other methods □ Applicable √ Inapplicable Other accounts receivable with insignificant individual amount but withdrawing by individual for provision for bad debts in the end of period √ Applicable □ Inapplicable Aging Closing balance Opening balance Provision for bad Provision for bad debts debts Total 26,496,734.71 100.00% 19,389,821.78 25,432,987.03 100.00% 19,389,821.78 (2) Notes of Top 5 in outstanding amount of other receivables Unit: yuan Percent in total other Name of unit Relationship Amount Age limit accounts receivable (%) Puning Huafengqiang Customer 9,354,916.67 Within 1 year 22.95% Trade Co., Ltd. Puning Shenglilai Sewing Customer 1,717,106.00 2 to 3 years 4.21% Machine Co., Ltd. Puning Zhongxinglian Supplier 1,170,000.00 over 3 years 2.87% Textile Co., Ltd. Puning Lixiangcheng Supplier 1,000,000.00 over 3 years 2.45% Clothing Co., Ltd. STRICKWELT INTERNATIONAL Supplier 1,000,000.00 over 3 years 2.45% TRADING (SHANGHAI) CO., 66 LTD. Total -- 14,242,022.67 -- 34.93% Prepayment (1) Prepayment presented Unit: yuan Closing balance Opening balance Aging Proportion Proportion Amount Amount (%) (%) Within 1 year 30,909,821.90 100% 330,540.90 23.59% 1 to 2 years 1,070,584.00 76.41% Total 30,909,821.90 -- 1,401,124.90 -- Notes of prepayment by aging (2) Top 5 in prepayment Unit: yuan Name of unit Relationship Amount Years Pending reasons Guangsha Construction In the period of contract Group Co., Ltd. Builder 16,961,681.00 2013 execution (Shenzhen Branch) Puning Lailisheng Trade In the period of contract Supplier 13,200,000.00 2013 Co., Ltd. execution Jiangmen Quantai In the period of contract Optoelectronics Supplier 300,000.00 2013 execution Technology Co., Ltd. Guangzhou Runhong In the period of contract Supplier 250,000.00 2013 Construction Co., Ltd. execution Shenzhen Baoan District Songgang In the period of contract Supplier 180,750.00 2013 Wenchangshun execution glass business Total -- 30,892,431.00 -- -- Notes of prepayment of the major units 67 (3) Notes of prepayment 5. Inventories (1) Category Unit: yuan Closing balance Opening balance Item Provision for Provision for Book balance Book value Book balance Book value impairment impairment Completed development 274,250,611.88 274,250,611.88 340,802,511.47 340,802,511.47 products Total 274,250,611.88 274,250,611.88 340,802,511.47 340,802,511.47 6. Fixed assets (1) Notes of fixed assets Unit: yuan Opening book Decrease in the Item Increase in the period Closing book value value period 1. Total of book value: 128,124,055.35 484,642.71 1,562,867.00 127,045,831.06 Including: Buildings and 119,088,227.16 119,088,227.16 constructions Machinery 1,579,481.00 1,412,800.00 166,681.00 equipment Transportation 5,916,535.33 462,768.15 129,367.00 6,249,936.48 equipment Office equipment and others 1,539,811.86 21,874.56 20,700.00 1,540,986.42 Newly increase Opening book Withdrawing in the Decrease in the Ending balance in -- in the period value period period the period 2 Total of accumulated 39,802,370.08 2,289,996.49 1,022,008.82 41,070,357.75 depreciation: Including: Buildings and 35,494,687.18 1,753,976.40 7,521.42 37,241,142.16 constructions Machinery 925,300.74 56,155.38 924,246.26 57,209.86 equipment Transportation 2,668,105.49 338,690.60 72,970.83 2,933,825.26 68 equipment Office equipment and others 714,276.67 141,174.11 17,270.31 838,180.47 Opening book Ending balance in -- -- value the period 3. Total of carrying amount 88,321,685.27 -- 85,975,473.31 of fixed assets Including: Buildings and 83,593,539.98 -- 81,847,085.00 constructions Machinery 654,180.26 -- 109,471.14 equipment Transportation 3,248,429.84 -- 3,316,111.22 equipment Office equipment and others 825,535.19 -- 702,805.95 4. Total of Depreciation 476,513.68 -- 0.00 reserves Machinery 473,301.24 -- 0.00 equipment Office equipment and others 3,212.44 -- 0.00 -- 5. Total of carrying amount -- 85,975,473.31 of fixed assets Including: Buildings and 83,593,539.98 -- 81,847,085.00 constructions Machinery 180,879.02 -- 109,471.14 equipment Transportation 3,248,429.84 -- 3,316,111.22 equipment Office equipment and others 822,322.75 -- 702,805.95 The current depreciation is RMB 1,753,976.40; the cost price of the fixed assets transferred from construction in progress is yuan. (2) Fully depreciated fixed assets still in use Category Book value accumulated net book value depreciation Transportation equipment 620,000.00 589,000.00 31,000.00 Office equipment and others 23,512.00 22,336.40 1,175.60 643,512.00 611,336.40 32,175.60 69 (3) Office equipment and others Category Book value accumulated depreciation net book value Buildings and constructions 49,454,692.66 13,069,831.59 36,384,861.07 Machinery equipment 19,588,012.10 18,608,611.49 979,400.61 Total 69,042,704.76 31,678,443.08 37,364,261.68 7. Project materials Unit: yuan Increase in the Decrease in the Item Opening balance Closing balance period period Gravel and others 54,526.00 54,260.00 Total 54,526.00 54,526.00 Notes of Project materials 8. Intangible assets (1) Notes of intangible assets Unit: yuan Item Opening Book value Increase in the period Decrease in the period Closing book value 1. Total of book value 34,032,531.00 34,032,531.00 Land use right 33,659,416.00 33,659,416.00 Computer software 373,115.00 373,115.00 2. Total of accumulated 6,312,353.67 336,594.12 6,648,947.79 amortization Land use right 5,939,238.67 336,594.12 6,275,832.79 Computer software 373,115.00 373,115.00 3. Total of carrying amount 27,720,177.33 -336,594.12 27,383,583.21 of intangible assets Land use right 27,720,177.33 -336,594.12 27,383,583.21 Computer software 0.00 0.00 Fourth. Total of depreciation 0.00 0.00 0.00 reserves 70 Land use right 0.00 0.00 Computer software 0.00 0.00 Total of carrying amount of 27,720,177.33 -336,594.12 27,383,583.21 intangible assets Land use right 27,720,177.33 -336,594.12 27,383,583.21 Computer software Amortization of the period is yuan. 9. Deferred income tax assets and deferred income tax liabilities (1) Presentation of the net value not to offset of the deferred income tax assets and the deferred income tax liabilities Recognized deferred income tax assets and deferred income tax liabilities Unit: yuan Item Closing balance Opening balance Deferred income tax assets: Provision for impairment of assets 8,577,402.80 8,577,402.80 Subtotal 8,577,402.81 8,577,402.81 Deferred income tax liabilities: Notes of unrecognized deferred income tax assets Unit: yuan Item Closing balance Opening balance Deductible temporary difference 1,094,388.32 1,094,388.32 Total 1,094,388.32 1,094,388.32 The deductible losses of the unrecognized deferred income tax assets due to the following years Unit: yuan Years Closing balance Opening balance Notes List of Taxable differences and deductible differences projects Unit: yuan Amounts of temporary differences Item Ending Opening Items of taxable differences Items of deductible differences 71 (2) Presentation of the net value offset of the deferred income tax assets and the deferred income tax liabilities Components items of deferred income tax assets and liabilities after mutual set-off Unit: yuan Deductible or taxabl Deferred income tax Deductible or taxable Deferred income tax e temporary differen assets or liabilities temporary assets or liabilities Item ces after mutual set after mutual set-off at differences after after mutual set-off at -off at the end of t the opening of the mutual set-off at the the end of the period he period period opening of the period Deferred income tax assets 8,577,402.81 8,577,402.81 Notes of deferred income tax assets and the deferred income tax liabilities Unit: yuan Item Amounts of the mutual set-off in the period Notes of deferred income tax assets and the deferred income tax liabilities (3) Temporary differences corresponding to assets or liabilities causing temporary differences Item Amounts of temporary differences Provision for impairment 34,309,611.24 Loss remediable Total 34,309,611.24 10. Notes of impairment assets Unit: yuan Opening book Increase in the Decrease in the period Closing book Item balance period Reversal Written off balance 1. Provision for bad debts 44,002,492.26 92,192.59 43,910,299.67 2. Fixed assets depreciation 476,513.68 476,513.68 0.00 reserves 3. Intangible assets 0.00 0.00 0.00 depreciation reserves Total 44,479,005.94 92,192.59 476,513.68 43,910,299.67 Notes of asset impairment details 72 11. Short-term loan (1) Category Unit: yuan Item Closing balance Opening balance Mortgaged loan 14,099,960.00 15,099,960.00 Total 14,099,960.00 15,099,960.00 Notes of the category of short-term loan Guarantor Guarantee Debit bank Loan balance Warranty due Guarantee has (ten thousand date been fulfilled yuan) Chen Hongcheng, Chen Xuewen, Guangdong Rieys China Everbright Bank, 1409.996 27 Sep 2009 No Ding Lihong,Dongguan Jingjing Group Company Guangzhou Branch Weaving Co., Ltd., Puning Ltd. Shenghengchang Trade Development Co., Ltd., Puning Tianhe Knitting Garment Co., LTD., Shantou Lianhua Industiral Ltd., Shenzhen Rieys Group Company Ltd., Shenzhen Risheng Chuanghuan Asset Management Co., Ltd., Shanghai Hongyi Properties Co., Ltd..(Notes) (2) Notes of expired but unpaid short-term loans Unit: yuan Unit Amount Interest rate Purpose Overdue reason Expected repay date China Everbright Borrow the new to Bank, Guangzhou 14,099,960.00 12.33% Financial difficulty pay the old Branch Total 14,099,960.00 -- -- -- -- Amount of the balance sheet which has been repaid in future is yuan. Notes of short-term loan, including expired short-term loan which had been allowed for extension, and notes of the extension requirements and the new due date. The Company had repaid the entire principal amount of overdue loans about RMB 15,600,000 to China Everbright Bank, Guangzhou Branch in 4th July, 2013. As of the date hereof, the Company had no other bank loan. 73 12. Accounts payable (1) Notes of accounts payable Unit: yuan Item Closing balance Opening balance Within 1 year 15,538,828.76 30,387,537.73 1 to 2 years 330.00 8,326.90 2 to 3 years 24,331.30 363,281.74 over 3 years 465,123.69 118,176.34 Total 16,028,613.75 30,877,322.71 13. Deposit received (1) Notes of deposit received Unit: yuan Item Closing balance Opening balance Within 1 year 9,936,245.00 28,451,015.24 1 to 2 years 11,852,625.77 85,283.00 2 to 3 years 85,283.00 over 3 years 39,821.24 39,821.24 Total 21,913,975.01 28,576,119.48 14. Payroll payable Unit: yuan Item Opening book value Increase in the period Decrease in the period Closing book value 1. Salaries and wages, bonus, 645,621.09 2,638,595.88 2,727,663.42 556,553.55 allowance and subsidies 2. Employee welfare 84,840.76 14,739.40 70,101.36 3. Social insurance 176,082.02 176,082.02 4. Housing welfare 30,192.80 30,192.80 fund Total 730,461.85 2,844,870.70 2,948,677.64 626,654.91 In payroll payable, the amount in arrears is RMB 0. 74 The amount of the labour union expenditure and the personnel education fund is RMB 0. The amount of compensation for termination of labor relations is RMB 0. The Expected issue time and the amount of payroll payable has not been decided. 15. Taxes payable Unit: yuan Item Closing balance Opening balance VAT -18,460.17 562,009.27 Business Tax 14,568,487.79 14,906,947.44 Enterprise Income Tax 11,880,090.31 15,267,403.16 Land Appreciation Tax 10,038,196.47 10,456,652.35 Others 2,812,054.68 3,586,961.30 Total 39,280,369.08 44,779,973.52 Notes of taxes payable, if local tax authorities allowed that, the income tax payable between each branch office and branch plant could supplement each other, should state the tax calculation process 16. Interest payable Unit: yuan Item Closing balance Opening balance Short-term loan interest 15,576,401.18 13,756,401.18 Total 15,576,401.18 13,756,401.18 Notes 1)Interest payable is loan interest overdue to financial institutions, the amount of the closing balance increase RMB 1,820,000.00 than the that of the opening balance , representing an increase ratio of 13.23% , the reason for the change is: the interest that should be paid to the China Everbright Bank, Guangzhou Branch between Jan and Jun in 2013 had been withdrew. 17. Other payables (1) Notes Unit: yuan Item Closing balance Opening balance Within 1 year 3,095,519.95 27,168,158.64 1 to 2 years 550,051.52 3,813,448.99 2 to 3 years 3,303,471.14 790,825.00 over 3 years 583,402.95 1,043,785.46 75 Total 7,532,445.56 32,816,218.09 (2) Notes of large amount of other payable 18. Non-current liability due within one year 19. Share capital Unit: yuan Increase(+) decrease(-) Opening Closing New issue of Accumulation balance Present shares Others Subtotal balance shares fund turn Sum of shares 318,600,000.00 0.00 0.00 0.00 0.00 0.00 318,600,000.00 20. Capital reserve Unit: yuan Item Opening balance Increase in the period Decrease in the period Closing balance Share capital premium 52,129,496.58 52,129,496.58 Total 52,129,496.58 52,129,496.58 Notes 21. Surplus reserve Unit: yuan Item Opening balance Increase in the period Decrease in the period Closing balance Statutory Surplus Reserves 49,036,260.20 0 0 49,036,260.20 Discretionary surplus reserves 37,000,000.00 0 37,000,000.00 Total 86,036,260.20 0 0 86,036,260.20 Notes of surplus reserve, if converted the surplus reserve into equity, or to use to cover the deficit, and to distribut e dividends, should state the relevant agreement. 22. Generic risk reserve Notes 23. Retained profit Unit: yuan Proportion of extract or Item Amount distribution 76 Undistributed profit at the end of previous year -101,152,252.70 -- before adjustment Total undistributed profit at beginning of -101,152,252.70 -- adjustment year Increase:Net profit attributable to owner of parent 7,184,645.02 -- company this year Undistributed profit at the end of the period -93,967,607.68 -- Notes of undistributed profit at the opening of the year before adjustment: 1). Because of the retroactive adjustment of Accounting Standards for Enterprises and its relevant new regulations, the undistributed profit at beginning of the year is RMB 0. 2). Because of the changes in accounting policies, the undistributed profit at beginning of the year is RMB 0. 3). Because of the correction of big accounting errors, the undistributed profit at beginning of the year is RMB 0. 4). Because of the changes in consolidation scope led by the same control, the undistributed profit at beginning of t he year is RMB 0. 5). Because of the total of other adjustments, the undistributed profit at beginning of the year is RMB 0. Notes of retained profit, for those companies which offered securities in public for the first time, if the pre-released accumulated profits had been decided to be shared by the new and old shareholders through the general meeting of stockholders, should state clear; if the pre-released accumulated profits had been decided to be distributed before issue and to be shared by the old shareholders through the general meeting of stockholders, the Company should clearly disclose the audited profit number of the dividends payable held by the old shareholders. 24. Operating revenue and operating cost (1) Operating revenue and operating cost Unit: yuan Item Occurred in current period Occurred in previous period Income from main operations 101,392,043.00 7,617,917.19 Cost of operations 66,551,899.59 5,242,728.04 (2) Main operations (by industry) Unit: yuan Occurred in current period Occurred in previous period Industry Operating revenue Operating cost Operating revenue Operating cost Real estate 101,392,043.00 66,551,899.59 0.00 0.00 Fashion industry 0.00 7,617,917.19 5,242,728.04 Total 101,392,043.00 66,551,899.59 7,617,917.19 5,242,728.04 77 (3) Main operations (by product) Unit: yuan Occurred in current period Occurred in previous period Product Operating revenue Operating cost Operating revenue Operating cost Real estate 101,392,043.00 66,551,899.59 Fashion industry 7,617,917.19 5,242,728.04 Total 101,392,043.00 66,551,899.59 7,617,917.19 5,242,728.04 (4) Main operations (by region) Unit: yuan Occurred in current period Occurred in previous period Region Operating revenue Operating cost Operating revenue Operating cost Export sales of clothes 2,815,199.68 3,001,269.15 Domestic sales of clothes 4,802,717.51 2,241,458.89 Domestic sales of real estate 101,392,043.00 66,551,899.59 Total 101,392,043.00 66,551,899.59 7,617,917.19 5,242,728.04 (5) Notes of TOP 5 Customers of the operating revenue Unit: yuan Name of customer Operating revenue Percent in total operating revenue of the Company (%) Chen Ronghai 2,175,646.00 2.15% Li Songxian 1,904,025.00 1.88% Chen Jiajie 1,673,494.00 1.65% Li Hong 1,544,418.00 1.52% The fifth customer 1,444,861.00 1.42% Chen Chunfu Total 8,742,444.00 8.62% Notes of operating revenue 25. Operating revenue and surcharges Unit: yuan Occurred in previous Item Occurred in current period 计缴标准 period Business tax 5,069,602.15 5% 78 City maintenance and construction 354,872.15 7%、5% tax Education expenses and surcharges 253,480.11 3%、2% Land value increment tax 3,248,331.95 3.5% Total 8,926,286.36 -- Notes of operating revenue and surcharges 26. Selling expenses Unit: yuan Item Occurred in current period Occurred in previous period Selling expenses 364,306.74 757,544.50 Total 364,306.74 757,544.50 27. Administration expense Unit: yuan Item Occurred in current period Occurred in previous period Administration expense 9,675,497.18 9,118,311.22 Total 9,675,497.18 9,118,311.22 28. Financial expense Unit: yuan Item Occurred in current period Occurred in previous period Interest expenses 2,717,458.33 4,262,566.02 Less: Interest income 6,885.03 2,927.43 Exchange loss Less: Exchange gain 64,493.26 54,799.14 Service fee expense 16,861.89 23,260.56 Total 2,662,941.93 4,228,100.01 29. Non-operating revenue (1) Notes Unit: yuan 79 Amount of the included Occurred in current Item Occurred in previous period non-recurring gains and period losses of the current period Total gains on disposal of non-current assets 869.85 Including: gains on disposal of fixed assets 869.85 Others 6,875.00 531.35 Total 6,875.00 1,401.20 30. Non-operating expenses Unit: yuan Amount of the included Occurred in previous non-recurring gains and Item Occurred in current period period losses of the current period Including: loss on disposal of fixed assets 9,326.17 9,326.17 Donation expenses 150,000.00 40,000.00 150,000.00 Surcharge expenditures 101,690.78 18,179.50 94,815.78 Total 261,016.95 58,179.50 Notes of non-operating expenses 31. Income tax expenses Unit: RMB Yuan Items Occurred in current period Occurred in previous period Income tax for current period calculated by tax law and 5,900,592.79 relevant regulations Deferred income tax adjustment -618,301.50 Total 5,900,592.79 -618,301.50 32 Basic earnings per share and diluted earnings per share Profit of the reporting period Weighted average ROE EPS Net profit attributable to ordinary 0.0207 0.02 0.02 80 shareholders of the Company after 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 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. 81 (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, 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 33 Notes to cash flow statement (1). Other cash received relevant to operating activities Unit: RMB Yuan Item Amount Other loans received 2,700,000.00 Other received relevant to operating activities 38,606,885.03 Total 41,306,885.03 Explanation on other cash received relevant to operating activities (2). Other cash paid relevant to operating activities Unit: RMB Yuan Item Amount 82 Other current payments paid 2,700,000.00 Audit and other intermediary fees paid 444,690.00 Fees relevant to operating activities paid 78,362,883.07 Total 81,507,573.07 Explanation on other cash paid relevant to operating activities 34. Supplementary information for cash flow statement (1). Supplementary information for cash flow statement Unit: RMB Yuan Supplemental information Amount in current period Amount in previous period 1. Reconciliation of net profit to net cash flows generated -- -- from operating activities Net profit 7,148,569.05 -13,630,304.55 Add: Provision for assets impairment -92,192.59 2,466,465.17 Depreciation of fixed assets, of oil-gas assets, of productive 2,223,117.85 2,517,371.53 biological assets Amortization of intangible assets 336,594.12 336,594.12 Losses on disposal of property, plant and equipment, intangible assets and other long-term assets (gains: 9,326.17 -869.85 negative) Losses from variation of fair value (gains: negative) -3,404.00 Financial cost (gains: negative) 2,652,965.07 4,262,566.02 Decrease in deferred income tax assets (gains: negative) -848,574.63 Decrease in inventory (gains: negative) 66,551,899.59 -50,911,052.00 Decrease in accounts receivable from operating activities -21,725,756.61 2,095,747.00 (gains: negative) Increase in payables from operating activities (decrease: -53,295,495.67 66,396,747.63 negative) Other 30,314.26 Net cash flows generated from operating activities 3,875,417.21 12,681,286.44 2. Significant investing and financing activities that do not -- -- involving cash receipts and payment: 3.Change on cash and cash equivalents: -- -- Closing balance of cash 24,066,267.29 4,392,797.84 Less: Opening balance of cash 21,555,492.79 1,600,749.63 83 Net increase in cash and cash equivalents 2,510,774.50 2,792,048.21 (2). Relevant information on acquiring or disposing subsidiaries and other business entities Unit: RMB Yuan Supplemental information Amount in current period Amount in previous period I. Acquisition of subsidiaries and other business entities -- -- II. Disposal of subsidiaries and other business entities: -- -- 3. Net cash received from disposal of subsidiaries and other 120,000.00 143,130.00 business entities (3). Composition of cash and cash equivalents Unit: RMB Yuan Items Amount in current period Amount in previous period I. Cash 24,066,267.29 21,555,492.79 Of which: Cash in hand 881,012.77 693,705.81 Bank deposit available to pay at any time 23,167,363.53 20,841,826.88 Other money funds available to pay at any time 17,890.99 19,960.10 III. Ending balance of cash and cash equivalents 24,066,267.29 21,555,492.79 Explanation on supplementary information for cash flow statement VIII. Related parties and related parties transaction 1. Parent company of the Company Proportion Proportion of parent s of parent company’ Ultimate Legal company’ Relationsh Registered Business Registered s controller Organizati Name Type representat s voting ip address Nature Capital shareholdi of the on Code ive right to the ng to the Company Company Company (%) (%) No. 212, Puning Build 46, Shengheng Controllin Qiao Guan chang Chen g Limited Village, Ma 74122232- Trade Trading 9800 36.99% 36.99% Hongchen shareholde liability Liu Sha Chanying 1 Developm g r North ent Co., Street, Ltd. Puning Note to Parent company of the Company: 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. 84 2. Status of subsidiaries Legal Type of Place of Registered Shareholdings Voting code of Name Type representati Nature subsidiaries Registration capital (%) (%) organization ve Shenzhen Rieys Holding Co., Ltd. Shenzhen Xu Wei Trading 50,000,000 90% 90% 72615364-7 Industrial Co., Subsidiary Ltd. Puning Tianhe Production Garment and sales of Holding Wang 65,100,000( 73412802- Manufacturing Co., Ltd. Puning clothes and 100% 100% Subsidiary Shaolun HKD) X Factory Co., knitting Ltd. colorized cloth Tianrui (HK) Holding Li 35181491-0 Trading Co., Co., Ltd. Hong Kong Trading 1(USD) 100% 100% Subsidiary GuoQiang 00-11-12-8 Ltd. Puning Hengda Real Holding Property Estate Co., Ltd. Puning Chen Yuyi 26,000,000 100% 100% 69479921-5 Subsidiary development Development Co., Ltd. Shenzhen Yingda Chuangyua n Holding Property Co., Ltd. Shenzhen Xu Wei 1 100% 100% Constructio Subsidiary development n Investment Co., Ltd. 3. Other related parties of the Company Name of entities Relationship with the Company organization code Shareholder holding 10.68% stake of the Shenzhen Rishen Investment Co., Ltd. Company, affiliate controlled under Chen 72470265-7 Hongcheng’s family Shareholder holding 3.81% stake of the Puning Lianhua Industrial Co., Ltd. Company, affiliate controlled under Chen 23175521-6 Hongcheng’s family Affiliate controlled under Chen Shanghai Hong Yi Property Limited 729359800 Hongcheng’s family 85 Direct relatives of Cheng Hongcheng,and Ma Chanying is the legal representative of Chen Xuewen, Ma Chanying —— parent company and Shenzhen Rishen Investment Co., Ltd. Chen Meixiang Direct relatives of Cheng Hongcheng —— Vice-Board chairman of the Company, Ding Lihong —— relative of Cheng Hongcheng Note to other related parties of the Company 4. Related parties transactions (1)Guarantee of related parties Unit: RMB Yuan Guarantee has been Staring date of Maturity date of Guarantee Secured party Security amount fully performed or guarantee guarantee not Chen Hongcheng, Chen Xuewen, Ding Lihong, Dongguan Jinjing Textile Co., Ltd., Puning Shenghengchang Trade Development Co., Ltd., Puning Tianhe Garment Guangdong Rieys Manufacturing (Group) Company 14,099,960.00 Sep. 27, 2008 Sep. 27, 2009 No Factory Co., Ltd., Limited Shantou Lianhua Industrial Co., Ltd., Shenzhen Rieys Industrial Co., Ltd., Shenzhen Rishen Investment Co., Ltd., Shanghai Hong Yi Property Limited Note to related parties transactions: 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. The company has fully returned the principal and interest of GuangDa’s bank loans on July 4, 2013. 5. Accounts receivable and payable among related parties Accounts receivable and payable among related parties of listed companies Unit: RMB Yuan 86 Closing Opening Name of project related parties Book balance Bad debt reserves Book balance Bad debt reserves Ding Lihong 300,000.00 0.00 0.00 0.00 300,000.00 0.00 0.00 0.00 Accounts payable among related parties of listed companies Unit: RMB Yuan Name of project related parties Closing amount Opening amount IX. Contingencies 1. Influences from offering debt guarantee or debt and finance for other organizations. X. Commitments 1. Significant Commitments 2. The performance of commitments in previous period Assets mortgage and Guarantee 1.In current period, the Company mortgaged its real estate for Huafengqiang trade co., LTD and the Jieyang RongCheng sub-branch of The industrial and commercial bank of China co., LTD signing Maximum amount mortgage contract, the Maximum amount mortgage contract was: Maximum amount mortgage in2012 NO. 5013 of RongCheng sub-branch. The secured principle credit was from Oct 8, 2012 to Oct 8, offering collateral assessment value RMB 50,130,000.00; besides, Huafengqiang trade co., LTD obtained RMB 25,000,000.00 from Jieyang RongCheng sub-branch of The industrial and commercial bank of China co., LTD which was the guarantee for the company. 2. 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 1-2 points was RMB 93,003,211.78, net amounts: RMB 56,390,618.53;and the second point was overdue. XI. Post-balance-sheet events 1. Note to other Post-balance-sheet events (1). Payment of the company The company has fully returned the principal and interest of CEB loans on July 4, 2013; and the relevant guarantee and mortgages have been lifted on July 24, 2013. (2) Commitments of the company From July 26, 2013 to the followed three month, there is no longer a plan for significant assets reorganization. 87 XII. Other significant events 1. Others XIII. Notes to financial statements of parent company 1. Accounts receivable (1) Accounts receivable Unit: RMB Yuan Closing balance Opening balance Book balance Provision for bad debts Book balance Provision for bad debts Category Propo Proporti Proporti Proporti Amount rtion Amount on Amount on Amount on (%) (%) (%) (%) Accounts receivable with significant individual 4,608,276.88 100% 4,608,276.88 100% 4,608,276.88 100% 4,608,276.88 100% amount Accounts receivable according to the combination of provision for bad debts Total 4,608,276.88 -- 4,608,276.88 -- 4,608,276.88 -- 4,608,276.88 -- Note to the category of accounts receivable Accounts receivable with significant individual amount and single provision for bad debts √ Applicable □ Inapplicable Unit: RMB Yuan Provision for bad Content of accounts receivable Book balance Provision ratio Reasons debts Long-term credit, the Hongkong Jinhua Trading Company 4,224,304.63 4,224,304.63 100% balance is controversial Long-term credit, the Guangzhou Chen Shunqin 335,904.80 335,904.80 100% balance is controversial Long-term credit, the Ningbo Industrial and Commercial 26,354.45 26,354.45 100% balance is Bureau controversial Long-term credit, the Content of accounts receivable 21,713.00 21,713.00 100% balance is 88 controversial Total 4,608,276.88 4,608,276.88 -- -- Portfolio accounts receivable of provision for bad debts preparation with the method of aging analysis □ Applicable√ Inapplicable Portfolio accounts receivable of balance the percentage method is used to provision for bad debts □ Applicable√ Inapplicable Portfolio accounts receivable of other method is used to provision for bad debts □ Applicable√ Inapplicable Closing accounts receivable that is of individually insignificant but single provision for bad debts. □ Applicable√ Inapplicable (2)Top 5 units in outstanding amount of accounts receivable Unit: RMB Yuan Relationship with the Proportion in total Name of unit Amount Aging Company accounts receivable Hongkong Jinhua Client 4,224,304.63 Over 3 years 91.67% Trading Company Guangzhou Chen Client 335,904.80 Over 3 years 7.29% Shunqin 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% (3) The transfer of accounts receivable amount not meeting derecognized conditions was RMB 0.00. 2. Other receivables (1)Other receivables Unit: RMB Yuan Closing balance Opening balance Provision for bad Book balance Provision for bad debts Book balance Category debts Propo Propo Propo Propo Amount rtion Amount rtion Amount rtion Amount rtion (%) (%) (%) (%) Accounts receivable with 2,331,608.20 2.91% 2,331,608.20 100% 2,331,608.20 2.34% 2,331,608.20 100% 89 significant individual amount Accounts receivable according to the combination of provision for bad debts Other individually insignificant accounts 81.12 85.45 receivable but in high risk 3,376,521.01 4.22% 2,740,358.59 2,538,015.43 2.55% 2,168,656.92 % % portfolio after grouping by credit risk characteristics Added other insignificant accounts receivable Significant individual accounts receivable but according to the 92.86 95.11 74,282,477.75 187,098.33 0.25% 94,654,737.00 758,800.00 0.80% characteristics of credit % % provision 97.09 2,927,456.92 97.66 Combination subtotal 77,658,998.76 3.77% 97,192,752.43 2,927,456.92 3.01% % % Total 79,990,606.96 -- 5,259,065.12 -- 99,524,361.24 -- 5,259,065.12 -- Other accounts receivable with significant individual amount which individually assessed for bad debts at the end of the period √ Applicable □ Inapplicable Unit: yuan Withdrawing proportion Contents Book value Amount of bad debts Reason (%) In previous years, .The export tax rebate 2,331,608.20 2,331,608.20 100% retained balance has not receivables been processed Total 2,331,608.20 2,331,608.20 -- -- In the groups, the other accounts receivable of provision for bad debts withdrawing by aging analysis √ Applicable □ Inapplicable Unit: yuan Closing balance Opening balance Book value Book value Aging Provision for bad Provision for bad Proport Proport Amount debts Amount debts ion(%) ion(%) Within 1 year 90 Including: Subtotal Within 1 year 9,516,832.97 12.25% 190,336.66 27,762,694.25 28.74% 230.35 1 to 2 years 312,211.92 0.4% 31,221.19 1,438,424.80 1.49% 143,842.48 2 to 3 years 48,738.96 0.06% 24,369.48 211,732.36 0.22% 105,866.18 3 to 4 years 17,626.56 0.02% 14,101.25 19,246.86 0.02% 15,397.49 4 to 5 years 906,337.84 1.17% 656,138.91 954,466.33 0.99% 683,893.06 over 5years 66,857,250.51 86.09% 2,011,289.43 66,206,188.44 68.54% 1,378,227.36 2,927,456.92 Total 77,658,998.76 -- 96,592,753.04 -- 2,327,456.92 mount of other receivables in period-end Unit: RMB Yuan Relationship with the Proportion in total other Name of unit Amount Aging Company receivable (%) Puning Rieys Paper Client 9,354,916.67 Within 1 year 11.7% Industrial Co., Ltd. Guangdong Yuanfeng trade development co., supplier 700,000.00 Over 3 years 0.88% LTD Shenzhen Zhao Tong supplier 600,000.00 Over 3 years 0.75% Investment Co., Ltd. Guangzhou Nanxiang construction engineering supplier 500,000.00 Over 3 years 0.63% company Huang Donglai Client 300,000.00 1~2years 0.38% Total -- 11,454,916.67 -- 14.34% (3) Aging Closing balance Opening balance Provision for bad Provision for bad debts debts 91 2 to 3 years 48,738.96 1.44.00% 24,369.48 33,732.36 1.33% 16,866.18 Total 3,376,521.01 100.00% 2,740,358.59 2,538,015.43 100.00% 2,168,656.92 3. Long-term equity investments Unit: RMB Yuan Provision The Change Stake in Voting in current for Initial Balance Differenc Depreciat Audit Opening (increase the the impairme cash Investee investmen at year e ion method balance or investee investee nt loss in dividend t end statement reserves decrease) (%) (%) current s period Shenzhen Rieys Cost 45,000,00 45,000,00 45,000,00 90% 90% Industrial method 0.00 0.00 0.00 Co., Ltd. Puning Tianhe Garment Subsidiar Cost 51,712,50 51,712,50 51,712,50 Manufact 75% 100% y holds method 0.42 0.42 0.42 uring 25% Factory Co., Ltd. Shenzhen Yingda Chuangy uan Cost constructi 1.00 0.00 1.00 1.00 100% 100% method on investme nt co., LTD Tianrui (HK) Cost 8.26 8.26 8.26 100% 100% Trading method Co., Ltd. Puning Hengda Cost 146,600,0 146,600,0 146,600,0 Real 100% 100% method 00.00 00.00 00.00 Estate Develop 92 ment Co., Ltd. 243,312,5 243,312,5 243,312,5 Total -- 1.00 -- -- -- 09.68 08.68 09.68 Note to Long-term equity investments 4. Supplementary information for cash flow statement Unit: RMB Yuan Supplementary information Amount in current period Amount in previous period 1. Reconciliation of net profit to net cash flows generated from -- -- operating activities: Net profit -7,170,879.21 -7,681,829.28 Add: Provision for impairment of assets 136,310.38 Depreciation of fixed assets, of oil-gas assets, of productive 1,752,915.19 1,751,726.58 biological assets Amortization of intangible assets 336,594.12 336,594.12 Losses from variation of fair value (gains: negative) -3,404.00 Financial cost (gains: negative) 2,717,458.33 3,285,552.27 Decrease in deferred income tax assets (gains: negative) -1,597,704.71 Decrease in accounts receivable from operating activities (gains: 19,533,754.28 19,331,971.00 negative) Increase in payables from operating activities (decrease: negative) -19,171,116.12 -6,690,957.62 Net cash flows generated from operating activities -2,001,273.41 8,868,258.74 2. Investing and financing activities that do not involving cash -- -- receipts and payment: 3. Net increase in cash and cash equivalents: -- -- Closing balance of cash 4,619,037.40 707,181.42 Less: Opening balance of cash 7,628,811.81 1,338,922.68 Net increase in cash and cash equivalents -3,009,774.41 -631,741.26 XIV. Supplementary information 1. List of current non-recurring gains or losses Unit: RMB Yuan Items of non-recurring gains or losses Amount Remark 1. Profit or loss from disposal of non-current assets, (including The profit or loss of the disposal -9,326.17 written-off parts made the provision for asset impairment ;) of fixed assets 93 Other profit or loss items meet the definition of non-recurring Various penalty, overdue fine, -244,815.78 gains and losses. donation, etc. Less:The affected amount of income tax 344.13 The affected amount of minority equity shareholders( after taxes) -765.12 Total -253,720.96 -- Explanation should be made, when the no-recurring profit or loss defined according to Company information disclosure of securities for public issuance of explanatory announcement no. 1 non-recurring profit and loss, or listed from it was defined as current profit or loss. □ Applicable√ Inapplicable 2. Return on net assets and earnings per share Unit: RMB Yuan Weighted average return on EPS Profit in reporting period net assets Basic EPS Diluted EPS Net profit attributable to common shareholders 0.02% 0.02 0.02 of the Company Net profit attributable to common shareholders of the Company after deducting non-recurring 0.02% 0.02 0.02 gains and losses 3. The anomalies in the Company’s financial statements and the reasons Item Variation amount Variation rate(%) Remark Monetary capital 2,510,774.50 11.65 Receive accounts from the sales of commercial housing Accounts receivable -16,833,412.15 -56.98 The accounts receivable reduced because of the money of sales of commercial housing coming to the account Short-term loans -1,000,000.00 -6.62 Returned the everbright bank loan capital 1 million yuan Accounts payable -14,848,708.96 -48.09 Returned the credit payment for goods Advance payment -6,662,144.47 -23.31 Deposit in advance of the sales of commercial housing Interest payable 1,820,000.00 13.23 Provision for everbright bank interest Other payables -25,283,772.53 -77.05 Repay loan Operating revenue 93,774,125.81 1,230.97 Recognized revenue of the sale of commercial housing Operating cost 61,309,171.55 1,169.41 Transaction cost of the sale of commercial housing Operating expenses -393,237.76 -51.91 The reduction of export business Assets impairment -2.558,657.76 -103.74 Less amount of the written off as bad debt loss 94 Income tax expense 6,518,894.29 1,054.32 Increased profits of the sale of commercial housing 95 IX. Reference file directory I. Semi-annual report text with legal representative signature; II. Financial report text with signature and seal of legal representative of the financial director; III. Public disclosure of all the original file and the announcement of the manuscript on the newspapers and periodicals designated by the China securities regulatory commission during the reporting period. 96