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%