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公司公告

鲁 泰B:2010年第三季度报告正文(英文版)2010-10-22  

						Stock Code: 000726 Short Form of the Stock: Luthai A Public Notice No.: 2010-024

    LU THAI TEXTILE CO., LTD.

    THE THIRD QUARTERLY REPORT FOR 2010

    §1. Important Notice

    1.1 The Board of Directors, the Supervisory Committee, directors, supervisors and

    other senior management personnel of Luthai Textile Co., Ltd (hereinafter referred to

    as “the Company”) hereby guarantee that this report carries no false information,

    misleading statements or major omissions, and accept, individually and collectively,

    the responsibility for the factuality, accuracy and completeness of the information set

    forth herein.

    1.2 The Financial Report in the third quarterly report has not been audited by a CPA

    firm.

    1.3 Mr. Liu Shizhen, Principal of the Company, Ms. Zhang Hongmei, person in

    charge of accounting work and accounting organ (Financial Manager) hereby

    confirmed that the Financial Report enclosed in Quarterly Report is true and

    complete.

    §2. Company Profile

    2.1 Main accounting data and financial indexes

    Unit: RMB Yuan

    30 Sep. 2010 31 Dec. 2009 Increase/decrease (%)

    Total assets (RMB) 6,321,978,573.36 6,303,066,959.60 0.30%

    Owners’ equity attributable to shareholders of

    listed company (RMB)

    4,239,544,843.20 3,919,660,709.28 8.16%

    Share capital (share) 994,864,800.00 994,864,800.00 0.00%

    Net assets per share attributable to

    shareholders of listed company (RMB/share)

    4.26 3.94 8.12%

    Jul.-Sep. 2010

    Increase/decrease

    year-on-year (%)

    Jan.-Sep. 2010

    Increase/decrease

    year-on-year (%)

    Total operation income (RMB) 1,367,077,728.87 24.63% 3,613,928,645.73 22.95%

    Net profit attributable to shareholders of listed

    company (RMB)

    206,560,238.17 42.79% 573,438,189.54 40.47%

    Net cash flows generated from operating

    activities (RMB)

    - - 768,833,190.81 167.12%

    Net cash flows per share generated from

    operating activities (RMB/share)

    - - 0.77 165.52%Basic earnings per share (RMB/share) 0.21 40.00% 0.58 41.46%

    Diluted earnings per share (RMB/share) 0.21 40.00% 0.58 41.46%

    Weighted average return on net assets (%) 4.99% 1.06% 14.06% 2.88%

    Weighted average return on net assets after

    deducting non-recurring gains and losses (%)

    4.25% -0.50% 12.85% 0.88%

    Items of non-recurring gains and losses

    Amount from year-begin to

    the end of this report period

    Remark

    Gains and losses from disposal of non-current assets -3,142,950.08

    Government grant measured into the current period gain and loss, excluding those

    government grants closely related to the Company’s business that the Company

    enjoyed continually at the certain standard rating and in conformity with provisions of

    policies of the State

    25,603,403.36

    Gains and losses on change in fair value of tradable financial asses and tradable

    financial liabilities except for effective hedging business related with normal

    operation and business of the Company, and investment income from disposal of

    tradable financial asses and tradable financial liabilities and available-for-sale

    financial assets

    19,392,471.38

    Other non-operating income and expenses besides the above items 7,347,238.96

    Impact on income tax 3,267,409.06

    Impact on minority interests -3,154,147.96

    Total 49,313,424.72 -

    2.2 Total number of shareholders at the end of the report period and statement on

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

    moratorium

    Unit: Share

    Total number of shareholders 131,334

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

    Full name of shareholder

    Number of shares not subject to trading

    moratorium held at the period-end

    Type of share

    Zibo Lucheng Textile Investment Co., Ltd. 24,956,700 RMB ordinary shares

    DBS VICKERS (HONG KONG) LTD A/C CLIENTS 40,976,252

    Domestically listed

    foreign shares

    Guotai Jinma Stable Return Securities Investment Fund 18,677,772 RMB ordinary shares

    Desheng Select Stock Securities Investment Fund 9,000,000 RMB ordinary shares

    National Social Security Fund 106 Combination 8,081,029 RMB ordinary shares

    Changsheng Tongqing Separated Stock Securities Investment

    Fund

    5,999,838 RMB ordinary sharesFortune SGAM Advanced Growth Stock Securities

    Investment Fund

    5,997,453 RMB ordinary shares

    Baoying Strategy Growth Stock Securities Investment Fund 5,400,000 RMB ordinary shares

    Fuligoal Tianrui Strong Area Select Mixed Open-end

    Securities Investment Fund

    4,773,599 RMB ordinary shares

    Greatwall Jiufu Core Growth Stock Fund (LOF) 4,620,450 RMB ordinary shares

    §3. Significant Events

    3.1 Particulars about major changes of items and financial indexes of the main

    accounting statements, as well as the reasons for changes

    √Applicable □Inapplicable

    Reason for large change of items of financial statements

    1. Closing balance of accounts receivable increased by 32.17% compared with the

    opening balance, which was mainly because sales income increased.

    2. Closing balance of prepayment has decreased by 53.31% compared with the

    opening balance, which caused by decrease of payment for purchasing imported raw

    materials.

    3. Long-term equity investment increased by 42989.13% (RMB 68,782,600)

    compared with the opening balance, which was mainly because the Company invested

    RMB 55,282,600 into Rongchang Pharmaceutical Co., Ltd and RMB 12,000,000 into

    Gaoqing Hongqiao Thermal electricity Co., Ltd.

    4. Closing balance of construction in progress increased by 57.87% compared with

    the opening balance, which was mainly because project on reform of yarn dyed

    fabrics and the 3-million-piece shirts project increased expenditure.

    5. Closing balance of engineering material has increased by 102.55% (RMB

    12,011,000) compared with the opening balance due to increase of equipments

    purchased in the reporting period.

    6. Closing balance of transaction financial liabilities has decreased by 100% (RMB

    61,408,200) due to change in fair value of transaction financial liabilities.

    7. Closing balance of accounts payable has decreased by 32.91% compared with the

    opening balance, which was because the Company paid the payment for seed cotton

    to the cotton farmers.

    8. Closing balance of accounts received in advance has increased by 74.32% (RMB

    30,799,700) compared with the opening balance, which was mainly due to receive

    payment for cotton in advance.

    9. Closing balance of tax payable has increased by 51.46% (RMB 14,759,000)

    compared with the opening balance due to increase of profit in the reporting period.

    10. Closing balance of interest payable has increased by 405.44% (RMB 1,987,100)

    compared with the opening balance due to that the Company withdrew interests in the

    reporting period.

    11. Closing balance of dividend payable has increased by 613.76% (RMB 2,716,100)

    compared with the opening balance, which was mainly because dividend from BeijingSichuang had not been paid yet.

    12. Closing balance of other payables has increased by 31.16%, which was mainly

    because Luqun Textile should pay RMB 28,700,000 to Zibo Lucheng Textile

    Investment Co., Ltd.

    13. Closing balance of non-current liabilities due within one year has decreased by

    61.68% compared with the opening balance, which was due to return long-term

    borrowing due within one year.

    14. Closing balance of deferred income tax liabilities has increased by 843.85%

    (RMB 3,432,800) compared with the opening balance due to increase of gains and

    losses from changes in fair value.

    15. Closing balance of other non-current liabilities has increased by 1201.67% (RMB

    32125900) compared with the opening balance, which was mainly because the

    Company received financing support specific funds (land) RMB 32,560,000 from

    Zichuan People’s Government.

    16. Business taxes and surcharges has decreased by 40.41% year-on-year due to

    decrease of urban maintenance and construction tax and educational surtax.

    17. Administrative expense has increased by 56.19% year-on-year due to increase in

    wage and R&D input.

    18. Financial expense has decreased by 38.71% year-on-year due to reduction in

    interest expense.

    19. Loss from Impairment assets has increased by 17843.43% (RMB 38,413,800)

    year-on-year due to withdrawal of loss from assets impairment and loss from

    inventory falling price in the reporting period.

    20. Gain from change in fair value has increased by 235.85% (RMB 147,652,900)

    year-on-year due to change in fair value of transaction financial liabilities.

    21. Gain from investment has decreased by 363.71% (RMB 76,937,000) year-on-year

    due to decrease of investment income from transaction financial assets.

    22. Non-operating income has increased by 41.21% year-on-year, which was mainly

    because government subsidies increase in the report period.

    23. Non-operating expense increased 30.85% year-on-year due to increase of loss

    from disposal of fixed assets.

    24. Income tax expense has increased by 92.91% (RMB 52,683,700) year-on-year,

    which was mainly because of total profit increased compared with last reporting

    period, as a result, increase in income tax expense.

    3.2 The progress of significant events and its influence, as well as the analysis and

    explanation on solutions

    3.2.1 About non-standard opinion

    □Applicable √Inapplicable

    3.2.2 The Company offer capital to the controlling shareholder or other related parties

    and provide external guarantees in violation of the prescribed procedures.

    □Applicable √Inapplicable

    3.2.3 Signing contract and execution of significant contract on routine operation

    □Applicable √Inapplicable3.2.4 Others

    □Applicable √Inapplicable

    3.3 Execution of commitments made by the Company, shareholders and actual

    controller

    √Applicable □Inapplicable

    Commitment

    Commitment

    maker

    Content Execution

    Commitment on share merger reform

    Zibo Lucheng

    Textile

    Investment Co.,

    Ltd.

    The company will not sold within 60 months

    after share merger reform; sold price will not low

    than RMB 15 Yuan/share within 24 months after

    expiration (weight disposal will be adopted in

    case that share capital changes); proposed at the

    Annual Shareholders’ General Meeting 2006 and

    2007 that cash distribution proportion will not

    low than 50% of distributable profit realized in

    current year, and voted for; purchase Lu Thai

    A-share with dividend of 2005 and 2006 in

    secondary market within 12 months when the

    dividend was received. Growth range of total

    profit in 2008 will not lower than 30% over 2005.

    All the commitments

    have been executed

    except the

    commitment on not

    selling shares within

    60 months after share

    merger reform.

    Commitment made in merger report or

    report on change of equity

    None None None

    Commitment made when

    reorganization of significant assets

    None None None

    Commitment made when offering

    Lu Thai Textile

    Co., Ltd

    Investment project with raised capital

    In progress of

    execution as planned

    Other commitments (including added

    commitment)

    None None None

    3.4 Warnings of possible losses or major changes of the accumulative net profit

    achieved during the period from year-begin to the end of the next report period

    compared with the same period of last year, as well as explanation on reasons

    □Applicable √Inapplicable

    3.5 Other significant events need to be explained

    3.5.1 Securities Investment

    □Applicable √Inapplicable

    3.5.2 Researches, interviews and visits received in report period

    Reception time Reception place Reception way Visitor Main discussion and materials provided

    8 Apr. 2010

    Reception room of

    the Company

    Field research

    Kong Jun from China Jianyin

    Investment Securities

    Basic information of the Company and

    revival of export

    8 Apr. 2010

    Reception room of

    the Company

    Field research

    Lu Jing from Guotai Asset

    Management Co., Ltd

    Basic information of the Company and

    revival of export2 Sep. 2010

    Reception room of

    the Company

    Field research

    He Shuai from GTJA Allianz

    Funds

    Basic information of the Company

    3.6 Investments in derivatives

    √Applicable □Inapplicable

    Analysis on risks and

    control measures of

    holding positions of

    derivatives in the report

    period (including but

    not limited to market

    risk, liquidity risk,

    credit risk, operation

    risk, law risk, etc.)

    Analysis on risk control measures concerning position of derivatives investments:

    Persisting in hedging as purpose when the Company carried out derivatives transactions, the transactions

    shall be operated by installments, relevant amount is not more than the amount from foreign exchange

    planned to be collected by the Company, and all the derivatives transactions is zero-margin. Meanwhile,

    the Company set up a completed risk control system, and make sufficiently analysis and precaution to

    possible risk on laws and regulations, credit risk, operation risk and market risk.

    1. Risk on laws and regulations

    All the derivatives transactions launched by the Company must abide by relevant laws and regulations of

    the state, as well as the provisions of stock exchange, at the same time, definitely promise the rights and

    obligations between the Company and bank.

    Precaution measure: the Company seriously studied and grasped relevant laws, regulations and market

    regulations, and drew up the internal control management system of derivatives investments,

    strengthened accuracy inspection, and strictly abided by relevant provision of laws and regulations and

    internal control management system of the Company.

    2. Credit risk and liquidity risk

    The derivatives trading business of the Company was carried out on the basis of contracts signed

    between the Company and bank, the delivery on schedule or extension is recognized based on one of the

    contract price and exchange tendency after such contract of forward settlement of exchange falls due, no

    default risk exists in the Company so as to ensure delivery on schedule or extension.

    Precaution measure: the Company formulated the Management Rules for Derivatives Trading of Lu Thai

    Textile Co., Ltd. and the Plan for Derivatives Transactions in Coming 12 Months as approved at the 1st

    Meeting of the 6th Board of Directors, in which the appropriate authorization system shall be set out, and

    amount for hedging shall be confirmed by installments in accordance with the production and operation

    scale and exchange revenue progress, and ensure no credit risk and liquidity risk occurred by means of

    extension at the specified date.

    3. Operation risk

    Faulty internal progress, employees, as well as system and external matters resulted in risk as well in the

    course of hedging, including employee risk, process risk, system risk and external risk.

    Precaution measure: the Company set up stringent authorization and approval system, stipulated

    operating departments, operating process and examination and approval process, and perfect regulation

    can reduce the operation risk effectively.

    4. Market risk

    The forward settlement of exchange is the most important derivatives trading business of the Company,

    involving huge sums and comparatively long periods. In the operation of the forward settlement of

    exchange, if the RMB is devalued by a large margin on the basis of the current situation before the

    contract is due, so then, the larger losses shall incur in the contract on forward settlement of exchange

    signed by the Company.

    Risk analysis and precaution measure: at present, in face of the appreciation pressure on Renminbi, there

    was no risk on large devaluation of the RMB before the contract is due signed by the Company.According to price quoted from each bank, the RMB shows appreciation tendency within 1 year, thus,

    gain on change in fair value shall occur in the forward contract signed by the Company.

    Changes of market

    prices or fair values in

    the report period of the

    invested derivatives,

    and the analysis on the

    fair value of the

    derivatives should

    include how to use, and

    the relevant

    assumptions and

    parameters

    1. Up until 30 Sept. 2010, the undue financial derivatives contract held by the Company totaled USD

    305,117,400, including about 31 contracts for the forward settlement of exchange, which valued USD

    288,500,000 and were due before 30 Jun. 2011; and about 4 contracts for the forward purchase of

    exchange, which valued USD 16,617,400 and were due before 30 Jun. 2011. The said two kinds of

    financial derivatives accounted for 48.53% of the net assets at the end of the report period.

    2. For the first three quarters of 2010, the due financial derivatives of the Company totaled USD

    369,033,700, of which the actually settled amount reached USD 357,033,700 and the loss amounted to

    RMB 65,657,100. To be specific, the due forward settlement exchanges reached USD 362,500,000, of

    which USD 350,500,000 were settled as scheduled and the loss stood at RMB 63,585,600; the extended

    amount stood at USD 12,000,000; and the due forward exchange purchase and sale transactions valued

    USD 6,533,700, of which all was settled as scheduled and the loss stood at RMB 2,071,500.

    Whether significant

    changes happened to

    the Company’s

    accounting policy and

    specific accounting

    principles of the

    derivatives in the report

    period compared with

    the last report period

    No change took place.

    Specific opinion from

    independent directors,

    sponsors or financial

    consultants on the

    Company’s derivatives

    investment and risk

    control

    The Company’s independent directors—Zhou Zhiji, Li Zhixian, Qi Haodong, Bi Xiuli and Wang

    Lei—issued their professional opinions on the Company’s derivative transactions as follows:

    1. Up until 30 Sept. 2010, the undue financial derivatives contract held by the Company totaled USD

    305,117,400, including about 31 contracts for the forward settlement of exchange, which valued USD

    288,500,000 and were due before 30 Jun. 2011; and about 4 contracts for the forward purchase of

    exchange, which valued USD 16,617,400 and were due before 30 Jun. 2011. The said two kinds of

    financial derivatives accounted for 48.53% of the net assets at the end of the report period.

    2. For the first three quarters of 2010, the due financial derivatives of the Company totaled USD

    369,033,700, of which the actually settled amount reached USD 357,033,700 and the loss amounted to

    RMB 65,657,100. To be specific, the due forward settlement exchanges reached USD 362,500,000, of

    which USD 350,500,000 were settled as scheduled and the loss stood at RMB 63,585,600; the extended

    amount stood at USD 12,000,000; and the due forward exchange purchase and sale transactions valued

    USD 6,533,700, of which all was settled as scheduled and the loss stood at RMB 2,071,500.

    3. When operating its derivatives investment business, the Company went through relevant approving

    procedures, which was in line with relevant laws, regulations, the Company’s Articles of Association, the

    Management Rules for Derivatives Trading of Lu Thai Textile Co., Ltd. and the Plan for Derivatives

    Transactions in Coming 12 Months as approved at the 1st Meeting of the 6th Board of Directors.

    4. Concerning its derivatives investment business, the Company established and improved its relevant

    internal control systems such as the organization structure, the business operation flow and the approving

    procedures, which was effectively executed.

    5. On the basis of its normal operation, the Company used its own funds to conduct the derivatives

    investment business, which could help the Company avoid the risk of RMB exchange rate changes andimprove the Company’s resistance ability to exchange rate fluctuations. Such a move of the Company

    would do no harm to the interest of the Company and its shareholders.

    6. In the report period, the Company operated its derivatives investment business in strict compliance

    with relevant laws, regulations, the Company’s Articles of Association and the Management Rules for

    Derivatives Trading of Lu Thai Textile Co., Ltd..

    7. The Management Rules for Derivatives Trading of Lu Thai Textile Co., Ltd. and the Plan for

    Derivatives Transactions in Coming 12 Months were reviewed and approved at the 1st Meeting of the 6th

    Board of Directors, further improving the management over derivatives investments.

    8. According to requirements of the Memorandum of Shenzhen Stock Exchange for Information

    Disclosure No.26—Investment in Derivatives, the Company fulfilled the relevant information disclosure

    duty in the Third Quarterly Report for 2010.

    To sum up, we were of the opinion that it would strengthen the Company’s competitiveness to use

    derivatives transactions (with the business of forward purchase/sale of foreign currencies as the focus) as

    an effective tool to avoid foreign exchange risks, to strengthen the relevant internal control and to carry

    out the loss and risk prevention measures so as to improve the operation and management. It was

    considered feasible for the Company to conduct derivatives transactions (with the business of forward

    purchase/sale of foreign currencies as the focus) and the relevant risks were controllable. No harm would

    be done to interests of the listed Company’s shareholders.

    3.6.1 Positions of derivatives investments held at the period-end

    √Applicable □Inapplicable

    Unit: RMB Yuan

    Type of contract

    Opening contract

    amount

    Closing contract

    amount

    Gains/losses in report

    period

    Proportion of the

    closing contract

    amount in the

    Company’s closing net

    assets

    Contracts for forward settlement of

    exchange

    2,748,279,800.00 2,057,476,674.62 -65,657,054.22 48.53%

    Total 2,748,279,800.00 2,057,476,674.62 -65,657,054.22 48.53%