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雷伊B:2013年第三季度报告全文(英文版)2013-10-25  

						                Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.




GUANGDONG RIEYS GROUP COMPANY LTD.

    Report for the Third Quarter of 2013
                      2013-035




                   Oct. 2013




                                                                                        1
                                         Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.




                            Section I. Important Reminders

The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior
management staff of Guangdong Rieys Group Co., 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.
Chen Hongcheng, company principal, Chen Jincai, chief of the accounting work, and Zheng
Guangde, chief of the accounting organ (chief of accounting), hereby confirm that the financial
statements enclosed in this report are factual, accurate and complete.
English Translation for Reference Only. Should there be any discrepancy between the two versions,
the Chinese version shall prevail.




                                                                                                                 2
                                                         Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.




             Section II. Financial Highlights & Change of Shareholders

I. Major accounting data and financial indexes

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
                                                 30 Sept. 2013                     31 Dec. 2012                  Increase/decrease (%)

Total assets (RMB Yuan)                                 451,294,332.72                      526,645,545.47                             -14.31%

Net assets attributable to
shareholders of the Company                             363,910,421.34                      355,613,504.08                              2.33%
(RMB Yuan)

                                                                   YoY increase/decrease                              YoY increase/decrease
                                             Jul.-Sept. 2013                                   Jan.-Sept. 2013
                                                                           (%)                                                  (%)

Operating revenues (RMB Yuan)                    31,750,566.00             220,390.04%             133,142,609.00                 1,644.46%

Net      profit        attributable     to
shareholders      of     the   Company             1,112,272.25                    -100%             8,296,917.27                     -138.11%
(RMB Yuan)
Net     profit    attributable to
shareholders of the Company after
                                                   1,125,735.25                  -247.69%            8,564,101.23                     -140.95%
extraordinary gains and losses
(RMB Yuan)
Net cash flows from operating
                                                   --                       --                      15,287,046.23                      -78.56%
activities (RMB Yuan)

Basic EPS (RMB Yuan/share)                                     0                   -100%                       0.03                   -142.86%

Diluted EPS (RMB Yuan/share)                                   0                   -100%                       0.03                   -142.86%

Weighted average ROE (%)                                 0.31%                     2.94%                     2.31%                      9.14%

Items and amounts of extraordinary gains and losses
√Applicable □Inapplicable
                                                                                                                               Unit: RMB Yuan

                                      Item                              Amount as of Jan.-Sept. 2013                     Note

Gains/losses on the disposal of non-current assets (including the                                         Gains/losses on the disposal of
                                                                                              11,694.17
offset part of asset impairment provisions)                                                               fixed assets

Other non-operating income and expenses other than the above                                -279,604.12 Donation and so on.

Less: Income tax effects                                                                          69.13

        Minority interests effects (after tax)                                                  -795.12

Total                                                                                       -267,183.96                   --



                                                                                                                                                 3
                                                  Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in
the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the
Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said
explanatory announcement as a recurrent gain/loss item
□ Applicable √ Inapplicable

II. Total number of shareholders at the period-end and shares held by the top ten
shareholders

                                                                                                                       Unit: share

Total number of shareholders at the
                                                                                                                          12,631
period-end

                                            Shares held by the top ten shareholders

                                                                           Number of the           Pledged or frozen shares
       Name of         Nature of      Shareholding      Number of the
                                                                          restricted shares
   shareholder        shareholder     percentage (%)     shares held                           Status of shares Number of shares
                                                                                held

Shenzhen
Shenghengchan Domestic
g Huifu            non-state-owned            36.99%        117,855,000        117,855,000 Pledged                   117,855,000
Industrial Co.,    corporation
Ltd.

Shenzhen
Risheng
                   Domestic
Chuangyuan
                   non-state-owned            10.68%         34,020,000         34,020,000 Pledged                    34,020,000
Asset
                   corporation
Management
Co., Ltd.
GUOTAI
JUNAN
                   Foreign
SECURITIES(H                                   5.75%         18,333,136                    0
                   corporation
ONGKONG)
LIMITED

Puning Lianhua     Domestic
Industrial Co.,    non-state-owned             3.81%         12,150,000         12,150,000
Ltd.               corporation

                   Domestic natural
Su Youhe                                       2.27%          7,217,210                    0
                   person

China Everbright
                   Foreign
Securities (HK)                                2.19%          6,964,310                    0
                   corporation
Limited

Shanghai           Foreign                     0.99%          3,117,412                    0



                                                                                                                                   4
                                                      Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


Wanguo             corporation
Securities (HK)
Limited

                   Domestic natural
Fan Jiongyang                                     0.75%           2,396,620                  0
                   person

                   Domestic natural
Xie Qingjun                                       0.72%           2,296,600                  0
                   person

                   Domestic natural
Zheng Suxian                                      0.42%           1,354,000                  0
                   person

              Particulars about shares held by the top ten shareholders holding shares not subject to trading moratorium

                                                                                                             Type of shares
          Name of shareholder                   Number of non-restricted shares held
                                                                                                          Type             Number

GUOTAI JUNAN                                                                                     Domestically
SECURITIES(HONGKONG)                                                               18,333,136 listed foreign                  18,333,136
LIMITED                                                                                          shares

                                                                                                 Domestically
Su Youhe                                                                             7,217,210 listed foreign                  7,217,210
                                                                                                 shares

                                                                                                 Domestically
China Everbright Securities (HK)
                                                                                     6,964,310 listed foreign                  6,964,310
Limited
                                                                                                 shares

                                                                                                 Domestically
Shanghai Wanguo Securities (HK)
                                                                                     3,117,412 listed foreign                  3,117,412
Limited
                                                                                                 shares

                                                                                                 Domestically
Fan Jiongyang                                                                        2,396,620 listed foreign                  2,396,620
                                                                                                 shares

                                                                                                 Domestically
Xie Qingjun                                                                          2,296,600 listed foreign                  2,296,600
                                                                                                 shares

                                                                                                 Domestically
Zheng Suxian                                                                         1,354,000 listed foreign                  1,354,000
                                                                                                 shares

                                                                                                 Domestically
Kang Weishen                                                                         1,218,997 listed foreign                  1,218,997
                                                                                                 shares

                                                                                                 Domestically
Zhang Huai’an                                                                       1,160,000 listed foreign                  1,160,000
                                                                                                 shares




                                                                                                                                           5
                                                     Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


                                                                                             Domestically
NGAI KWOK PAN Wei Guobin                                                           1,145,816 listed foreign             1,145,816
                                                                                             shares

                                      Shenzhen Shenghengchang Huifu Industrial Co., Ltd.(Puning Shenghengchang Trade
                                      Development Co., Ltd changed its name as Shenzhen Shenghengchang Huifu Industrial Co.,
Explanation on associated             Ltd. because of relocation ), Shenzhen Risheng Chuangyuan Asset Management Co., Ltd. and
relationship or persons acting in     Puning Lianhua Industrial Co., Ltd. (Puning Lianhua Industrial Co., Ltd. changed its name as
concert among the above-mentioned Shenzhen Lianhua Huiren Industriy Co., Ltd. because of relocation ) had correlation
shareholders                          relationship, which belong to action-in-concert promulgated by Measures for the
                                      Administration of Disclosure of Information on the Change of Shareholdings in Listed
                                      Companies. Other relevant situation was unknown.

Explanation on shareholders
participating in the margin trading   N/A
business (if any)

Did any shareholder of the Company carry out an agreed buy-back in the reporting period?
□ Yes √ No




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                                                Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.




                                       Section III. Significant Events

I. Major changes of main accounting statement items and financial indicators in the reporting
period, as well as reasons for the changes

    Financial                                                                        Increase/dec
                      30 Sept. 2013         31 Dec. 2012        Increase/decrease                       Main reason for the change
  statement item                                                                      rease (%)

 Monetary funds                                                                                     Returned loan principals to the
                                                                                                    Everbright Bank, and the
                     6,470,848.26            21,555,492.79          -15,084,644.53        -69.98    monetary funds decreased.

 Accounts                                                                                           Commercial residential building
 receivable          14,092,758.71           29,542,060.33          -15,449,301.62        -52.30    sold and mortgage loan decreased.
 Other                                                                                              Receivable come-and-go money
 Prepayments         23,699,783.13               8,712,918.25        14,986,864.88        172.01    increased.
                                                                                                    Project in advance had not
                                                                                                    received settlement of invoice
 Prepayments         32,258,753.60               1,401,124.90        30,857,628.70      2,202.35    temporary.
                                                                                                    Returned loan principals to the
 Short-term loans                  -         15,099,960.00          -15,099,960.00       -100.00    Everbright Bank.
 Accounts
 payable             12,691,909.00           30,877,322.71          -18,185,413.71        -58.90    Returned credit payment
 Other accounts
 payable             10,742,568.46           32,816,218.09          -22,073,649.63        -67.26    Returned debts
                                                                                                    Returned interests to the
 Interests payable             -             13,756,401.18          -13,756,401.18       -100.00    Everbright Bank.

     Income                                                                          Increase/dec
                      30 Sept. 2013         31 Dec. 2012        Increase/decrease                       Main reason for the change
    statement                                                                         rease (%)

 Operating                                                                                          Recognized revenue of sales of
                     133,142,609.00             7,632,317.19
 income                                                          125,510,291.81         1,644.46    commercial residential building
                                                                                                    Carry-over costs of sales of
 Operating costs      87,173,885.59             5,242,728.04      81,931,157.55
                                                                                        1,562.76    commercial residential building.
                                                                                                    Recognized operating taxes etc. of
 Business tax and
                                                                  11,777,186.62                     sales of commercial residential
 surcharges           11,778,586.62           1,400.00
                                                                                      841,227.62    building.
                                                                                                    Quit from fashion industry and
 Operating
                        530,720.96          886,319.16            (355,598.20)                      only remain the sales of real
 expenses
                                                                                          -40.12    estate.
                                                                                                    Returned loan principals to the
 Financial
                      3,136,914.05              6,036,337.35      (2,899,423.30)                    Everbright Bank and the interests
 expenses
                                                                                          -48.03    costs decreased.



                                                                                                                           7
                                                     Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


 Assets                                                                                                          The amount of bad debts written
                                                    2,506,777.85
 impairment loss     (118,693.64)                                          (2,625,471.49)          -104.73       off of last period decreased.
                                                                                                                 Profits from selling the
 Income tax                                                                  8,191,311.01                        commercial residential building
 expenses            7,573,009.51         (618,301.50)                                             1,324.81      increased.




II. Progress and influence of significant events, as well as the analysis and explanation on
solutions

In the reporting period, the Company had no significant events happened, or will happened, or continued to the reporting period.


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

Commitment on share reform

Commitment in the acquisition report or
the report on equity changes

                                                              The Company
                                                              made a
                                                              commitment not
                                                              to plan any
                                                                                                   Within three
Commitments made upon the assets                              events of assets                                         It is being
                                            The Company                           26 Jul. 2013     months from 26
reorganization                                                reorganization at                                        executing,
                                                                                                   Jul. 2013
                                                              least within
                                                              three months
                                                              from 26 Jul.
                                                              2013.

Commitments made upon IPO or
refinancing

                                                              The actual
                                                              controller made
                                                              a commitment to
                                                              increase the
                                                                                                   Within 12
                                                              shareholding in
Other commitments made to minority          The actual                                             months from the It has not yet
                                                              the Company by 14 Jan. 2013
shareholders                                controller                                             date of the first   executed.
                                                              a controlled
                                                                                                   increasing.
                                                              account within
                                                              12 months since
                                                              the first
                                                              shareholding


                                                                                                                                            8
                                                          Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


                                                                  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
                                                Inapplicable
the next plan (if any)


IV. Predict the 2013 annual operating results

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

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

                                                                                                            Main discussion and
 Time of reception       Place of reception    Way of reception       Visitor type         Visitor       materials provided by the
                                                                                                                 Company

                                                                                                        Enquired the process of the
                                              Telephone                                                 significant asset
3 Jul. 2013          The Company                                  Individual         Investor
                                              Communication                                             reorganization of the
                                                                                                        Company.

                                                                                                        Enquired the process of the
                                              Telephone                                                 significant asset
5 Jul. 2013          The Company                                  Individual         Investor
                                              Communication                                             reorganization of the
                                                                                                        Company.

                                                                                                        Enquired the process of the
                                              Telephone                                                 significant asset
8 Jul. 2013          The Company                                  Individual         Investor
                                              Communication                                             reorganization of the
                                                                                                        Company.

                                              Telephone                                                 Enquired the land banking
7 Aug. 2013          The Company                                  Individual         Investor
                                              Communication                                             situation of the Company.

                                                                                                        Enquired whether the
                                              Telephone                                                 normal operating of the
23 Aug. 2013         The Company                                  Individual         Investor
                                              Communication                                             Company was effected by
                                                                                                        the flood in the Chaoshan


                                                                                                                                      9
Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


                                              area and put forward the
                                              solution of the B shares
                                              issue.




                                                                         10
                                                 Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.




                                      Section IV. Financial Statements

I. Financial statements

1. Consolidated balance sheet

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

                  Item                             Closing balance                           Opening balance

Current Assets:

  Monetary funds                                                      6,470,848.26                          21,555,492.79

  Settlement reserves

  Intra-group lendings

  Transactional financial assets

  Notes receivable

  Accounts receivable                                                14,092,758.71                          29,542,060.33

  Accounts paid in advance                                           32,258,753.60                             1,401,124.90

  Premiums receivable

  Reinsurance premiums receivable

  Receivable      reinsurance      contract
reserves

  Interest receivable

   Dividend receivable

  Other accounts receivable                                          23,699,783.13                             8,712,918.25

  Financial assets purchased under
agreements to resell

  Inventories                                                   253,628,625.88                             340,802,511.47

  Non-current assets due within 1 year

  Other current assets

Total current assets                                            330,150,769.58                             402,014,107.74

Non-current assets:

  Loans by mandate and advances
granted

  Available-for-sale financial assets

  Held-to-maturity investments


                                                                                                                          11
                                         Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


  Long-term accounts receivable

  Long-term equity investment

  Investing property

  Fixed assets                                            84,860,978.45                             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                                       27,215,286.15                             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                                   435,369.73                                434,160.00

Total of non-current assets                             121,143,563.14                             124,631,437.73

Total assets                                            451,294,332.72                             526,645,545.47

Current liabilities:

  Short-term borrowings                                                                             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                                        12,691,909.00                             30,877,322.71

  Accounts received in advance                            20,535,527.78                             28,576,119.48

  Financial assets sold for repurchase

  Handling charges and commissions
payable

  Employee’s compensation payable                           647,379.30                                730,461.85

  Tax payable                                             38,424,534.94                             44,779,973.52

  Interest payable                                                                                  13,756,401.18

  Dividend payable

  Other accounts payable                                  10,742,568.46                             32,816,218.09


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                                                  Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


  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                                          83,041,919.48                            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                                                  83,041,919.48                            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

  Retained profits                                                -92,855,335.44                           -101,152,252.70

  Foreign exchange difference

Total equity attributable to owners of
                                                                 363,910,421.34                             355,613,504.08
the Company

Minority interests                                                  4,341,991.90                              4,395,584.56

Total owners’ (or shareholders’) equity                        368,252,413.24                             360,009,088.64

Total     liabilities   and      owners’   (or
                                                                 451,294,332.72                             526,645,545.47
shareholders’) equity


                                                                                                                         13
                                                  Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


Legal representative: Chen Hongcheng                                        Person-in-charge of the accounting work: Chen Jincai


Chief of the accounting division: 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                                                       3,643,078.70                                7,628,811.81

  Transactional financial assets

  Notes receivable

  Accounts receivable

  Accounts paid in advance

  Interest receivable

  Dividend receivable

  Other accounts receivable                                           81,206,206.79                              94,265,296.12

  Inventories

  Non-current assets due within 1 year

  Other current assets

Total current assets                                                  84,849,285.49                             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                                                        80,998,876.52                              83,619,246.08

  Construction in progress

  Engineering materials                                                  54,526.00                                   54,526.00

  Disposal of fixed assets

  Production biological assets

  Oil-gas assets

  Intangible assets                                                   27,215,286.15                              27,720,177.33

  R&D expense


                                                                                                                              14
                                               Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


  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                                   354,048,033.85                             357,173,293.59

Total assets                                                  438,897,319.34                             459,067,401.52

Current liabilities:

  Short-term borrowings                                                                                   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                                 281,232.64                                159,511.60

  Tax payable                                                    1,060,790.56                              2,686,106.07

  Interest payable                                                                                        13,756,401.18

  Dividend payable

  Other accounts payable                                      206,770,681.50                             186,273,159.74

  Non-current liabilities due within 1
year

  Other current liabilities

Total current liabilities                                     208,132,147.34                             217,994,581.23

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                                             208,132,147.34                             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


                                                                                                                      15
                                                  Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


  Less: Treasury stock

  Specific reserves

  Surplus reserves                                                    86,036,260.20                                 86,036,260.20

  Provisions for general risks

  Retained profits                                               -226,000,584.78                               -215,692,936.49

  Foreign exchange difference

Total owners’ (or shareholders’) equity                         230,765,172.00                                241,072,820.29

Total   liabilities    and   owners’     (or
                                                                  438,897,319.34                                459,067,401.52
shareholders’) equity


Legal representative: Chen Hongcheng                                        Person-in-charge of the accounting work: Chen Jincai


Chief of the accounting division: Zheng Guangde


3. Consolidated income statement for the reporting period

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

                      Item                          Jul.-Sept. 2013                               Jul.-Sept. 2012

I. Total operating revenues                                           31,750,566.00                                    14,400.00

Including: Sales income                                               31,750,566.00                                    14,400.00

II. Total operating cost                                              28,969,625.73                                  7,430,622.30

Including: Cost of sales                                              20,621,986.00                                          0.00

        Taxes and associate charges                                    2,852,300.26                                      1,400.00

        Selling and distribution expenses                               166,414.22                                    128,774.66

        Administrative expenses                                        4,881,454.18                                  5,451,897.62

        Financial expenses                                              473,972.12                                   1,808,237.34

        Asset impairment loss                                            -26,501.05                                    40,312.68

Add: Gain/(loss) from change in fair
                                                                                                                        -3,404.00
value (“-” means loss)

     Gain/(loss) from investment (“-”
                                                                                                                         5,093.38
means loss)

III. Business profit (“-” means loss)                                2,780,940.27                                 -7,414,532.92

     Less: non-operating expense                                         13,768.00                                    805,456.87

IV. Total profit (“-” means loss)                                    2,767,172.27                                 -8,219,989.79

     Less: Income tax expense                                          1,672,416.72

V. Net profit (“-” means loss)                                       1,094,755.55                                 -8,219,989.79


                                                                                                                               16
                                                  Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


        Attributable to owners of the
                                                                      1,112,272.25                                 -8,203,309.24
Company

        Minority shareholders’ income                                  -17,516.70                                   -16,680.55

VI. Earnings per share                                    --                                            --

        (I) Basic earnings per share                                             0                                         -0.03

        (II) Diluted earnings per share                                          0                                         -0.03

VII. Total comprehensive incomes                                      1,094,755.55                                 -8,219,989.79

        Attributable to owners of the
                                                                      1,112,272.25                                 -8,203,309.24
Company

        Attributable          to    minority
                                                                        -17,516.70                                   -16,680.55
shareholders


Legal representative: Chen Hongcheng                                       Person-in-charge of the accounting work: Chen Jincai


Chief of the accounting division: Zheng Guangde


4. Income statement of the Company for the reporting period

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

                       Item                         Jul.-Sept. 2013                              Jul.-Sept. 2012

I. Total sales                                                                0.00                                    14,400.00

Less: cost of sales                                                           0.00                                         0.00

Business taxes and surcharges                                                                                          1,400.00

Administrative expenses                                               2,647,311.65                                 2,139,001.20

Financial costs                                                         489,457.43                                 1,359,625.25

Add: gain/(loss) from change in fair
                                                                                                                       -3,404.00
value (“-” means loss)

Gain/(loss) from investment (“-” means
                                                                                                                       5,093.38
loss)

II. Business profit (“-” means loss)                                -3,136,769.08                                -3,483,937.07

Add: non-business income                                                                                                   0.00

Less: non-business expense                                                    0.00                                   776,750.00

III. Total profit (“-” means loss)                                  -3,136,769.08                                -4,260,687.07

IV. Net profit     (“-” means loss)                                 -3,136,769.08                                -4,260,687.07

V. Earnings per share                                     --                                            --

(I) Basic earnings per share                                                  -0.01                                        -0.01



                                                                                                                              17
                                                  Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


(II) Diluted earnings per share                                               -0.01                                         -0.01

VI. Total comprehensive income                                        -3,136,769.08                                 -4,260,687.07


Legal representative: Chen Hongcheng                                        Person-in-charge of the accounting work: Chen Jincai


Chief of the accounting division: Zheng Guangde


5. Consolidated income statement for Jan.-Sept. 2013

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

                   Item                             Jan.-Sept. 2013                               Jan.-Sept. 2012

I. Total operating revenues                                       133,142,609.00                                     7,632,317.19

Including: Sales income                                           133,142,609.00                                     7,632,317.19

        Interest income

        Premium income

        Handling           charge     and
commission income

II. Total operating cost                                          117,058,364.94                                    29,243,771.24

Including: Cost of sales                                              87,173,885.59                                  5,242,728.04

        Interest expenses

        Handling           charge     and
commission expenses

        Surrenders

        Net claims paid

        Net amount withdrawn for the
insurance contract reserve

        Expenditure on policy dividends

        Reinsurance premium

        Taxes and associate charges                                   11,778,586.62                                      1,400.00

       Selling and distribution expenses                                530,720.96                                    886,319.16

       Administrative expenses                                        14,556,951.36                                 14,570,208.84

       Financial expenses                                              3,136,914.05                                  6,036,337.35

       Asset impairment loss                                            -118,693.64                                  2,506,777.85

Add: Gain/(loss) from change in fair
                                                                                                                             0.00
value (“-” means loss)

     Gain/(loss) from investment (“-”                                                                                  5,093.38



                                                                                                                               18
                                                   Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


means loss)

Including: share of profits in associates
and joint ventures

Foreign exchange gains (“-” means
loss)

III. Business profit (“-” means loss)                                16,084,244.06                             -21,606,360.67

        Add: non-operating income                                           6,875.00                                    1,401.20

        Less: non-operating expense                                      274,784.95                                  863,636.37

Including: loss from non-current asset
disposal

IV. Total profit (“-” means loss)                                    15,816,334.11                             -22,468,595.84

        Less: Income tax expense                                        7,573,009.51                                 -618,301.50

V. Net profit (“-” means loss)                                        8,243,324.60                             -21,850,294.34

        Including: Net profit achieved by
combined         parties           before    the
combinations

        Attributable to owners of the
                                                                        8,296,917.27                             -21,773,501.68
Company

        Minority shareholders’ income                                    -53,592.67                                  -76,792.66

VI. Earnings per share                                     --                                             --

        (I) Basic earnings per share                                            0.03                                       -0.07

        (II) Diluted earnings per share                                         0.03                                       -0.07

Ⅶ. Other comprehensive incomes

Ⅷ. Total comprehensive incomes                                         8,243,324.60                             -21,850,294.34

        Attributable to owners of the
                                                                        8,296,917.27                             -21,773,501.68
Company

        Attributable          to        minority
                                                                          -53,592.67                                  -76,792.66
shareholders


Legal representative: Chen Hongcheng                                         Person-in-charge of the accounting work: Chen Jincai


Chief of the accounting division: Zheng Guangde


6. Income statement of the Company for Jan.-Sept. 2013

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

                       Item                          Jan.-Sept. 2013                               Jan.-Sept. 2012



                                                                                                                               19
                                                  Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


I. Total sales                                                                0.00                                   14,400.00

Less: cost of sales                                                           0.00                                        0.00

Business taxes and surcharges                                                                                         1,400.00

Distribution expenses

Administrative expenses                                               6,995,819.57                                 6,388,609.01

Financial costs                                                       3,208,703.49                                 4,653,514.86

Impairment loss                                                                                                     136,310.38

Add: gain/(loss) from change in fair
                                                                                                                          0.00
value (“-” means loss)

Gain/(loss) from investment (“-” means
                                                                                                                      5,093.38
loss)

Including: income form investment on
associates and joint ventures

II. Business profit (“-” means loss)                            -10,204,523.06                               -11,160,340.87

Add: non-business income                                                                                                496.92

Less: non-business expense                                             103,125.23                                   816,750.00

Including: loss from non-current asset
disposal

III. Total profit (“-” means loss)                              -10,307,648.29                               -11,976,593.95

Less: income tax expense                                                                                             -34,077.60

IV. Net profit    (“-” means loss)                              -10,307,648.29                               -11,942,516.35

V. Earnings per share                                     --                                            --

(I) Basic earnings per share                                                 -0.03                                        -0.04

(II) Diluted earnings per share                                              -0.03                                        -0.04

VI. Other comprehensive income

VII. Total comprehensive income                                   -10,307,648.29                               -11,942,516.35


Legal representative: Chen Hongcheng                                       Person-in-charge of the accounting work: Chen Jincai


Chief of the accounting division: Zheng Guangde


7. Consolidated cash flow statement for Jan.-Sept. 2013

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

                    Item                            Jan.-Sept. 2013                              Jan.-Sept. 2012

I. Cash flows from operating activities:



                                                                                                                             20
                                                   Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


  Cash       received        from    sale     of
                                                                  140,670,012.56                             198,670,809.79
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                              5,400,000.00

  Other cash received relating to
                                                                    60,335,072.32                             12,475,593.57
operating activities

Subtotal of cash inflows from operating
                                                                  201,041,772.55                             216,546,403.36
activities

  Cash paid for goods and services                                  49,043,042.41                            122,344,522.80

  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



                                                                                                                          21
                                                     Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


   Cash paid to and for employees                                      4,505,472.23                              5,511,137.77

   Various taxes paid                                                 25,504,525.85                              1,759,213.15

   Other cash payment relating to
                                                                    106,701,685.83                              15,617,895.80
operating activities

Subtotal        of     cash    outflows       from
                                                                    185,754,726.32                             145,232,769.52
operating activities

Net cash flows from operating activities                              15,287,046.23                             71,313,633.84

II. Cash flows from investing activities:

   Cash received from withdrawal of
                                                                                                                    12,580.00
investments

   Cash       received        from   return    on
                                                                                                                     5,093.38
investments

   Net cash received from disposal of
fixed assets, intangible assets and other                                122,368.00                                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
                                                                         122,368.00                                160,803.38
investing activities

   Cash paid to acquire fixed assets,
intangible assets and other long-term                                    484,642.71                                640,465.37
assets

   Cash paid for investment

   Net increase of pledged loans

   Net cash paid to acquire subsidiaries
and other business units

   Other cash payments relating to
investing activities

Subtotal        of     cash    outflows       from
                                                                         484,642.71                                640,465.37
investing activities

Net cash flows from investing activities                                -362,274.71                               -479,661.99

III.     Cash        Flows    from     Financing
Activities:

       Cash      received       from       capital
contributions

       Including:      Cash     received      from


                                                                                                                            22
                                                  Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


minority shareholder investments by
subsidiaries

    Cash received from borrowings

    Cash received from issuance of
bonds

    Other cash received relating to
                                                                       3,400,000.00                                 13,000,000.00
financing activities

Subtotal of cash inflows from financing
                                                                       3,400,000.00                                 13,000,000.00
activities

    Repayment of borrowings                                           15,099,960.00                                 10,500,000.00

    Cash paid for interest expenses and
                                                                      15,609,456.05
distribution of dividends or profit

     Including: dividends or profit paid
by subsidiaries to minority shareholders

     Other cash payments relating to
                                                                       2,700,000.00                                 65,036,636.92
financing activities

Sub-total      of   cash     outflows     from
                                                                      33,409,416.05                                 75,536,636.92
financing activities

Net cash flows from financing activities                          -30,009,416.05                                -62,536,636.92

IV. Effect of foreign exchange rate
changes on cash and cash equivalents

V. Net increase in cash and cash
                                                                  -15,084,644.53                                     8,297,334.93
equivalents

     Add: Opening balance of cash and
                                                                      21,555,492.79                                  1,600,749.63
cash equivalents

VI. Closing balance of cash and cash
                                                                       6,470,848.26                                  9,898,084.56
equivalents


Legal representative: Chen Hongcheng                                        Person-in-charge of the accounting work: Chen Jincai


Chief of the accounting division: Zheng Guangde


8. Cash flow statement of the Company for Jan.-Sept. 2013

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

                     Item                           Jan.-Sept. 2013                               Jan.-Sept. 2012

I. Cash flows from operating activities:

  Cash       received       from   sale     of                                                                         14,400.00


                                                                                                                               23
                                                 Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


commodities and rendering of service

  Tax refunds received

  Other cash received relating to
                                                                172,196,146.90                              73,474,852.82
operating activities

Subtotal of cash inflows from operating
                                                                172,196,146.90                              73,489,252.82
activities

  Cash paid for goods and services

  Cash paid to and for employees                                   1,476,314.65                              1,064,516.76

  Various taxes paid                                               1,757,356.58                                855,345.48

  Other cash payment relating to
                                                                142,930,291.73                               3,512,607.09
operating activities

Subtotal     of    cash    outflows       from
                                                                146,163,962.96                               5,432,469.33
operating activities

Net cash flows from operating activities                          26,032,183.94                             68,056,783.49

II. Cash flows from investing activities:

  Cash received from retraction of
                                                                                                                12,580.00
investments

  Cash       received     from   return    on
                                                                                                                 5,093.38
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
                                                                                                                17,673.38
investing activities

  Cash paid to acquire fixed assets,
intangible assets and other long-term                                  8,500.00
assets

  Cash paid for investment

  Net cash paid to acquire subsidiaries
                                                                           1.00
and other business units

  Other cash payments relating to
investing activities

Subtotal     of    cash    outflows       from
                                                                       8,501.00
investing activities


                                                                                                                        24
                                                  Report for the Third Quarter of 2013 of Guangdong Rieys Group Company Ltd.


Net cash flows from investing activities                               -8,501.00                                  17,673.38

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
                                                                    3,400,000.00                              13,000,000.00
financing activities

Subtotal of cash inflows from financing
                                                                    3,400,000.00                              13,000,000.00
activities

       Repayment of borrowings                                     15,099,960.00                              10,500,000.00

       Cash paid for interest expenses and
                                                                   15,609,456.05
distribution of dividends or profit

        Other cash payments relating to
                                                                    2,700,000.00                              65,036,636.92
financing activities

Sub-total       of   cash    outflows    from
                                                                   33,409,416.05                              75,536,636.92
financing activities

Net cash flows from financing activities                          -30,009,416.05                             -62,536,636.92

IV. Effect of foreign exchange rate
changes on cash and cash equivalents

V. Net increase in cash and cash
                                                                   -3,985,733.11                               5,537,819.95
equivalents

        Add: Opening balance of cash and
                                                                    7,628,811.81                               1,338,922.68
cash equivalents

VI. Closing balance of cash and cash
                                                                    3,643,078.70                               6,876,742.63
equivalents


Legal representative: Chen Hongcheng                                     Person-in-charge of the accounting work: Chen Jincai


Chief of the accounting division: Zheng Guangde


II. Audit report

Is this report audited?
□ Yes √ No
This report is not audited.




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