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公司公告

鲁 泰B:2013年第一季度报告正文(英文版)2013-04-24  

						Stock code: 000726, 200726                      Stock abbreviation: LTA, LTB                      Announcement No.: 2013-015


                                      LU THAI TEXTILE CO., LTD.


        ABSTRACT OF THE FIRST QUARTERLY REPORT FOR 2013




                                    Section I. Important Reminders

The Board of Directors, the Supervisory Committee, directors, supervisors and senior management staff of Lu
Thai Textile Co., Ltd. (hereinafter referred to as “the Company”) warrant that the information carried in 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.


Liu Shizhen, company principal, Zhang Hongmei, chief of the accounting work, and Zhang Keming, chief of the
accounting organ (chief of accounting), hereby confirm that the financial statements enclosed in this report are
factual, accurate and complete.


All directors have attended the board session for reviewing this report.


This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions,
the Chinese version shall prevail.



              Section II. Financial Highlights & Change of Shareholders

I. Financial highlights

Does the Company adjust retrospectively or restate any accounting data of previous years?
□ Yes √No

                                                                          Jan.-Mar. 2013      Jan.-Mar. 2012     +/- (%)

Operating revenues (RMB Yuan)                                              1,501,664,061.00   1,320,451,250.50       13.72%

Net profit attributable to shareholders of the Company (RMB Yuan)            192,567,560.95     115,194,435.22       67.17%

Net profit attributable to shareholders of the Company after                 188,001,855.13     106,051,635.51       77.27%


                                                                                                                              1
extraordinary gains and losses (RMB Yuan)
Net cash flows from operating activities (RMB Yuan)                               105,086,762.40          99,375,806.73                    5.75%

Basic EPS (RMB Yuan/share)                                                                      0.2                     0.11             81.82%

Diluted EPS (RMB Yuan/share)                                                                    0.2                     0.11             81.82%

Weighted average ROE (%)                                                                    3.59%                  2.24%                   1.35%

                                                                                 31 Mar. 2013           31 Dec. 2012               +/- (%)

Total assets (RMB Yuan)                                                         7,837,915,665.27        8,153,279,084.33                  -3.87%

Net assets attributable to shareholders of the Company (RMB Yuan)               5,463,486,856.24        5,268,701,258.26                      3.7%

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

                                            Item                                                1 Jan. 2013-31 Mar. 2013          Explanation

Gain/loss on the disposal of non-current assets (including the offset part of the asset
                                                                                                                276,699.46
impairment provisions)

Government grants recognized in the current period, except for those acquired in the
ordinary course of business or granted at certain quotas or amounts according to the                          9,914,397.96
government’s unified standards

Gains and losses on change in fair value from tradable financial assets and tradable
financial liabilities, as well as investment income from disposal of tradable financial
                                                                                                             -1,169,831.00
assets and tradable financial liabilities and financial assets available for sales except for
effective hedging related with normal businesses of the Company

Non-operating income and expense other than the above                                                           504,629.84

Income tax effects                                                                                            3,088,372.43

Minority interests effects (after tax)                                                                        1,871,818.01

Total                                                                                                         4,565,705.82               --


II. Total number of shareholders at the period-end and shareholdings of top 10 shareholders

                                                                                                                                        Unit: share

Total number of shareholders at the
                                                                                                                                         105,702
period-end

                                                   Shareholdings of top 10 shareholders

                                                                                                                            Pledged or frozen
                                                                             Sharehol
                                                                                         Total shares     Number of                shares
                                                            Nature of          ding
               Name of shareholder                                                        held at the      restricted                    Numbe
                                                           shareholder       percenta                                       Status of
                                                                                          period-end      shares held                         r of
                                                                              ge (%)                                           shares
                                                                                                                                          shares

Zibo Lucheng Textile Investment Co., Ltd.             Domestic                12.22%      123,314,700                   0


                                                                                                                                                     2
                                                  non-state-owned
                                                  corporation

Tailun (Thailand) Textile Co., Ltd.               Foreign corporation    11.72%       118,232,400      118,232,400

DBS VICKERS (HONG KONG) LTD A/C
                                                  Foreign corporation     4.02%        40,528,642
CLIENTS

Bank of China—Franklin Templeton Sealand
                                                  Other                   0.97%         9,810,288
Potential Portfolio Stock Fund

ICBC-GF Strategy Selected Mixed Type Fund        Other                   0.86%         8,666,661

China Life Insurance Co., Ltd.- dividend-
                                                  Other                   0.77%         7,763,464
individual dividend-005L-FH002 Shen

HTHK-MANULIFE CHINA VALUE FUND                    Foreign corporation     0.51%         5,177,416

Agricultural Bank of China-Franklin Templeton
                                                  Other                   0.41%         4,185,867
Sealand Deepening Value Stock Fund

Construction Bank of China-China Income
                                                  Other                   0.36%         3,639,157
Stock Fund

Agricultural Bank of China-New China Fund
                                                  Other                   0.33%         3,377,346
Selected Dividend Mixed Type Fund

                                       Shareholdings of top 10 non-restricted shareholders

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

Zibo Lucheng Textile Investment Co., Ltd.                                     123,314,700 RMB ordinary shares            123,314,700

                                                                                               Domestically listed
DBS VICKERS (HONG KONG) LTD A/C CLIENTS                                        40,528,642                                     40,528,642
                                                                                               foreign shares

Bank of China—Franklin Templeton Sealand Potential Portfolio
                                                                                   9,810,288 RMB ordinary shares               9,810,288
Stock Fund

ICBC-GF Strategy Selected Mixed Type Fund                                         8,666,661 RMB ordinary shares               8,666,661

China Life Insurance Co., Ltd.- dividend- individual
                                                                                   7,763,464 RMB ordinary shares               7,763,464
dividend-005L-FH002 Shen

                                                                                               Domestically listed
HTHK-MANULIFE CHINA VALUE FUND                                                     5,177,416                                   5,177,416
                                                                                               foreign shares

Agricultural Bank of China-Franklin Templeton Sealand
                                                                                   4,185,867 RMB ordinary shares               4,185,867
Deepening Value Stock Fund

Construction Bank of China-China Income Stock Fund                                3,639,157 RMB ordinary shares               3,639,157

Agricultural Bank of China-New China Fund Selected Dividend
                                                                                   3,377,346 RMB ordinary shares               3,377,346
Mixed Type Fund

                                                                                               Domestically listed
VALUE PARTNERS HIGH-DIVIDEND STOCKS FUNDS                                          3,292,186                                   3,292,186
                                                                                               foreign shares


                                                                                                                                           3
                                                              Zibo Lucheng Textile Investment Co., Ltd. is the largest
                                                              shareholder of the Company and the actual controller. Tailun
                                                              (Thailand) Textile Co., Ltd. is the sponsor of foreign capital as
Explanation on associated relationship or persons acting in   well as the second largest shareholder of the Company. All of
concert among the above-mentioned shareholders                other shareholders are ones holding circulating A share or
                                                              circulating B share and the Company is not able to confirm
                                                              whether there exists associated relationship or concerted action
                                                              among other shareholders.




                                      Section III. Significant Events

I. Significant changes of the major accounting statement items and financial indicators for the
reporting period, as well as the reasons for these changes

1. Monetary funds stood at RMB 602,230,271.64 as at 31 Mar. 2013, down 34.52% over the opening amount,
which was mainly because the Company used monetary funds to repay the loans of bank.
2. Transactional financial assets stood at RMB 11,570,060.00 as at 31 Mar. 2013, down 37.08% over the opening
amount, which was mainly because the fair value of transactional financial assets was changed.
3. Notes receivable stood at RMB 89,183,187.02 as at 31 Mar. 2013, down 43.82% over the opening amount,
which was mainly because the Company indorsed the received bank acceptance bills, and transferred them to pay
for the materials.
4. Prepayments stood at RMB 162,581,203.19 as at 31 Mar. 2013, up 68.98% over the opening amount, which
was mainly because the prepayment for raw materials increased.
5. Engineering materials stood at RMB 1,612,741.92 as at 31 Mar. 2013, down 86.62% over the opening amount,
which was mainly because the special equipments were transferred to fixed assets.
6. Payroll payable stood at RMB 232,328,260.13 as at 31 Mar. 2013, down 33.16% over the opening amount,
which was mainly because year-end bonuses withdrawn in 2012 were paid in this period.
7. Interest payable stood at RMB 1,682,293.18 as at 31 Mar. 2013, down 37.00% over the opening amount, which
was mainly because the accrued interest was decreased.
8. Non-current liabilities due within one year stood at RMB 0.00 as at 31 Mar. 2013, down 100.00% over the
opening amount, which the non-current liabilities due within one year were repaid for maturity.
9. Business taxes and surchanges stood at RMB 5,571,295.31 in the reporting period, up 336.39% over the same
period of last year, which was mainly because the urban maintenance & construction tax and education surcharge,
etc. increased.
10. Financial expense stood at RMB 13,430,601.61 in the reporting period, down 30.65% over the same period of
last year, which was mainly because the interest expenses decreased in the reporting period.
11. Assets impairment losses stood at RMB -3,325,479.95 in the reporting period, down 493.41% over the same
period of last year, which was mainly because the accounts receivable and other receivables decreased, and the
corresponding withdrawal amount of provision for bad debts decreased.
12. Investment income stood at RMB 5,648,750.00 in the reporting period, down 57.91% over the same period of
last year, which was mainly because the investment income gained from disposal of transactional financial assets
decreased over the same period of last year.
13. Income taxes expenses stood at RMB 38,120,330.75 in the reporting period, up 68.94% over the same period

                                                                                                                                  4
of last year, which was mainly because the taxable income increased in the year.



II. Commitments made by the Company or any shareholder with a shareholding over 5% in
the reporting period or such commitments carried down into the reporting period

                       Party
                     making                                                    Date of
                                                                                              Term for
 Commitment             the               Content of commitment                making                                 Fulfillment of commitment
                                                                                             acceptance
                    commitme                                                 commitment
                        nt

                                  Zibo Lucheng will not reduce its
                                  shareholding within 60 months
                                  after    reform     of     non-tradable
                                                                                          Not reduce the
                                  shares and, within 24 months after
                                                                                          shareholding
                                  the term of 60 months, the price
                                                                                          within            60
                                  of selling holding shares shall not
                                                                                          months          after
                                  be lower than RMB 15 per share
                                                                                          reform            of
                                  (if the share capital changes,                                                  Increase of bonus share for 2005
                                                                                          non-tradable
                                  ex-rights and ex-dividend will be                                               and 2006 has been fulfilled. The
                                                                                          shares          and,
                                  conducted); it proposed and voted                                               total profit of 2008 increased by
                                                                                          within            24
                                  for a cash distribution not lower                                               58.06% compared to that of 2005.
                    Zibo                                                                  months after the
                                  than 50% of the profit available                                                Till 12 June 2011, the non-tradable
Commitments         Lucheng                                                               term      of      60
                                  for distribution in the year at the                                             term of 9835.80 ten thousand shares
made in a share Textile                                                                   months,           the
                                  2006       Shareholders’      General 12 June 2006                             held by Lu Cheng Company came
reform              Investmen                                                             price of selling
                                  Meeting and 2007 Shareholders’                                                 to an end and the above shares came
                    t Co., Ltd.                                                           holding        shares
                                  General Meeting; it will increase                                               into market on 24 June 2011 and are
                                                                                          shall     not     be
                                  the LU THAI A shares held by it                                                 not reduced at present.
                                                                                          lower than RMB
                                  through trading at the secondary
                                                                                          15 per share (if
                                  market      with     the     dividends
                                                                                          the share capital
                                  received in 2005 and 2006, and
                                                                                          changes,
                                  the increase of the LU THAI A
                                                                                          ex-rights        and
                                  shares held shall be accomplished
                                                                                          ex-dividend will
                                  within     12     months     after   the
                                                                                          be conducted)
                                  dividend is transferred to its
                                  account. In 2008, the total profit
                                  increased by not less than 30%
                                  compared with that in 2005.

Commitments
made in
acquisition         None          None                                                    None                    None
reports or report
on changes in



                                                                                                                                                  5
equity

Commitments
made at the time
                    None          None                                              None   None
of assets
reorganization

                                                                                           Investment projects of raised funds
                                                                                           including project on 150 thousand
                                                                                           ingots of high-end combed yarn,
                                                                                           project on production line of 50
                                                                                           thousand   ingots of two-for-one
                                                                                           twisting, project on complementing
                                                                                           circulating funds of the company,
                                                                                           project on production line of 10
                                                                                           million meters of high-end jacquard
Commitments at                                                                             for female garments have already
the       time   of Lu     Thai                                                            been fulfilled. On 18 Oct. 2011, the
initial      public Textile       Investment project of raised funds 19 Dec. 2008          3rd temporary shareholders’ general
issuance         or Co., Ltd.                                                              meeting approved that RMB 140
re-financing                                                                               million raised funds of this project
                                                                                           were transferred into project on
                                                                                           increasing 40 million meters of
                                                                                           high-end      yarn-dyed         fabric
                                                                                           production line. Till the end of the
                                                                                           reporting period, this project has
                                                                                           already been finished. And project
                                                                                           on network construction of brand
                                                                                           and    marketing   is   under     the
                                                                                           implementation.

Other
commitments
made for
medium and          None          None                                              None   None
small
shareholders of
the Company

Whether
commitments
                    Yes
were fulfilled in
time

Specific reasons
of unfinished
                    None
fulfillment and
further plan


                                                                                                                              6
Whether
commitments
about horizontal
competition and No
related
transactions
were made

Term of settling
                      None
commitments

Methods of
                      None
settlement

Fulfillment of
                      None
commitments




III. Derivative investments

                                     The Company conducted derivatives products transaction in order for hedging. And the forward
                                     settlement hedging was operated by installments, with the relevant amount not more than the planned
                                     derivatives products transactions. And all derivatives products transaction was zero-deposit.
                                     Meanwhile, the Company had a complete risk control system for sufficient analysis and prevention of
                                     possible risks such as risk of laws and regulations, credit risk, operation risk and market risk.
                                     1. Risk of laws and regulations:
                                     The Company conducted derivatives products transaction in strict accordance with relevant laws and
                                     rules as well as regulatory policies from government securities regulatory authorities, if there were no
                                     standard operation procedures and strict approval procedures, it was easy to cause compliant and
Analysis     on       risks     and regulatory risks existing in the validity and feasibility of contract, commitments and other legal
control        measures           of documents signed.
derivative products held in Precautionary measures: The Company carefully studied and mastered laws, regulations and policies
the       reporting           period relevant to derivative products transaction, formulated internal control rules for the forward settlement
(including but not limited to hedging business, standardized the operation procedures. And strengthened the compliant examination
market risk, liquidity risk, on derivative products investment business, and strictly abided by relevant laws, regulations and the
credit risk, operation risk, Company’s internal management rules.
law risk, etc.)                      2. Credit risk and liquidity risk:
                                     When the contract matures, the Company couldn’t deliver as scheduled due to insufficient liquidity,
                                     and the counterparty or the Company couldn’t fulfill the contract due to other aspects except the
                                     liquidity, which would cause credit risk and further economic losses for the Company.
                                     Precaution measure: the Company chose the powerful financial institutions with good reputation as
                                     the counterparty, and signed standard derivative products transaction contract, as well as strictly
                                     controlled the credit risk of counterparty. The Company conducted derivative investment transactions
                                     according to the relevant approval procedure, which was in line with relevant laws, regulations, the
                                     Company’s Articles of Association, the Management Rules for Derivative Investment of Lu Thai
                                     Textile Co., Ltd. and the Plan for Derivative Transactions in 2012 approved at the First Special


                                                                                                                                                 7
                                 Session of the Shareholders’ General Meeting for 2012 on 5 Mar. 2012, and performed relevant
                                 information disclosure responsibilities. The Company decided the up limit for the amount of
                                 derivative products transaction according to the production and operation scale and the progress of
                                 foreign exchange income for the Company, and delivered by phases. It was also possible to use
                                 extension of term and other ways to ensure the fulfillment of contract as schedules upon the mature of
                                 contract, and wouldn’t cause any loss of credit risk for the Company due to insufficient liquidity or
                                 other reasons.
                                 3. Operation risk:
                                 The derivative financial transactions had high specialty and complexity, so imperfect internal
                                 operation procedures, staffs and external events would make the Company to undertake risks during
                                 the transaction.
                                 Precaution measure: The Company promulgated strict authorization and approval system and perfect
                                 regulatory mechanism, fixed the departments, operation procedures and approval procedures system
                                 to conduct derivative products transaction, established special risk control positions, implemented
                                 strict authorization and post checks and balances system, meanwhile, it improved the overall quality
                                 of relevant personnel through strengthening the business training and professional ethics education for
                                 them. Besides, it established the System of Reporting the Abnormal Situation Timely, formed an
                                 efficient risk management procedures, so as to ensure to lower the operation risks to the maximum.
                                 4. Market risk:
                                 The forward settlement of exchange is an important derivative products transaction, which was
                                 significantly affected by the exchange rate fluctuation due to its large amount. The Central Bank
                                 decided to expand the fluctuation range of RMB exchange rate from bidirectional 0.5% to
                                 bidirectional 1% since 16 Apr. 2012, which would increase the difficulty in the operation of forward
                                 settlement of exchange. Besides, 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: Renminbi appreciated significantly compared with that before
                                 the exchange rate reform, but Renminbi internationalization would be a long-term goal, which
                                 decided that Renminbi would not depreciated significantly. Although the increased fluctuation range
                                 added the operation difficulty, it provided a certain opportunity, which required relevant personnel of
                                 the Company actively master the market trend, carefully operate and hold positive opportunity, so as
                                 to try the best to reduce the market risks under the condition of increased market difficulty.
Changes of market prices or
fair values in the reporting 1. Up to 31 Mar. 2013, the Company held 31 undue financial derivative product contracts, totaling
period   of      the   invested US$ 299 million, with all being forward settlement contracts (all due before Apr. 2014). The above
derivatives. And the analysis financial derivative products accounted for 32.18% of the closing net assets.
on the fair value of the 2. From Jan. 2013 to Mar. 2013, the due financial derivative products of the Company totally equaled
derivatives should include to US$ 143.50 million, all of them were forward exchange settlement; of which US$ 103.50 million
the specific use methods and was actually delivered and the gain generated was RMB 5.6488 million, US$ 40 million was
the   relevant    assumptions extended.
and parameters.
Whether significant changes
occurred to the Company’s Unchanged
accounting       policy    and


                                                                                                                                           8
specific               accounting
principles of derivatives in
the        reporting       period
compared to the previous
reporting period
                                    Concerning the Company’s derivative transactions, the Company’s independent directors Zhou Zhiji,
                                    Hong Xiaobin, Qi Haodong, Bi Xiuli and Wang Lei issued their professional opinions as follows:
                                    1. Up to 31 Mar. 2013, the Company held 31 undue financial derivative product contracts, totaling
                                    US$ 299 million, with all being forward settlement contracts (all due before Apr. 2014). The above
                                    financial derivative products accounted for 32.18% of the closing net assets.
                                    2. From Jan. 2013 to Mar. 2013, the due financial derivative products of the Company totally equaled
                                    to US$ 143.50 million, all of them were forward exchange settlement; of which US$ 103.50 million
                                    was actually delivered and the gain generated was RMB 5.6488 million, US$ 40 million was
                                    extended.
                                    3. The Company conducted derivative investment transactions according to the relevant approval
                                    procedure, which was in line with relevant laws, regulations, the Company’s Articles of Association,
                                    the Management Rules for Derivative Investment of Lu Thai Textile Co., Ltd. and the Plan for
                                    Derivative Transactions in 2012 approved at the First Special Session of the Shareholders’ General
                                    Meeting for 2012 on 5 Mar. 2012
                                    4. The Company has formulated and improved the organizational structure, business operation flow
Specific      opinion       from chart, approval flow chart and other internal control rules for derivative transactions, which are
independent directors on the executed effectively.
Company’s             derivatives 5. On the basis of its normal operation, the Company used its own funds to conduct derivative
investment and risk control investment transactions, which could help the Company avoid the risk of RMB exchange rate changes
                                    and improve 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. When making derivative investments in the reporting period, the Company strictly abided by
                                    relevant laws, regulations, the Company’s Articles of Association and the “Management Rules of Lu
                                    Thai Textile for Derivative Trading”, with the operation process in line with laws and regulations.
                                    7. In accordance with the Article 26 of the Memorandum of the Shenzhen Stock Exchange for
                                    Information Disclosure - Derivative Investment, the Company performed the relevant information
                                    disclosure duty in the Report for First Quarter of 2013.
                                    To sum up, we were of the opinion that it would strengthen the Company’s competitiveness to use
                                    derivative transactions with focus on forward settlement and purchase 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, which was good for the
                                    Company to display its competitive advantage. The Company conducted derivative transactions with
                                    focus on forward settlement and purchase has legal approval procedures, perfect institution and
                                    controllable risks, and no harm was done to interests of the Company’s shareholders.

Position holdings of derivative investments at the end of the reporting period:
√ Applicable □ Inapplicable

                                                                                                                    Proportion of the closing
                               Opening contract amount Closing contract amount             Gain or loss in the
      Type of contract                                                                                               contract amount in the
                                     (RMB Yuan)               (RMB Yuan)                   reporting period
                                                                                                                    closing net assets of the

                                                                                                                                                9
                                                                                                                   Company (%)

Forward settlement
                                     954,842,259.00          1,884,782,100.00                  5,648,750.00                   32.18%
contracts

Total                                954,842,259.00          1,884,782,100.00                 --                              32.18%

Note


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

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

               Reception Room of                                     Hua Xiaowei and Yang Lan from China           Basic information
23 Jan. 2013                         Field research Institution
               the Company                                           Galaxy Securities Co., Ltd.                   about the Company

               Reception Room of                                     Lv Liping from First Capital Securities       Basic information
23 Jan. 2013                         Field research Institution
               the Company                                           Co.,Ltd.                                      about the Company

               Reception Room of                                     Weng Di from Shanghai Milestone Asset         Basic information
23 Jan. 2013                         Field research Institution
               the Company                                           Management Co., Ltd.                          about the Company

               Reception Room of                                                                                   Basic information
23 Jan. 2013                         Field research Institution      Su Linhao from Sealand Securities Co., Ltd.
               the Company                                                                                         about the Company

               Reception Room of                                     Tang Shuangshuang from HuaChuang              Basic information
23 Jan. 2013                         Field research Institution
               the Company                                           Securities Co., Ltd.                          about the Company

               Reception Room of                                     Liu Yang from Da Cheng Fund                   Basic information
23 Jan. 2013                         Field research Institution
               the Company                                           Management Co., Ltd.                          about the Company

               Reception Room of                                     Fu Fangbao from Tianhong Asset                Basic information
23 Jan. 2013                         Field research Institution
               the Company                                           Management Co., Ltd.                          about the Company

               Reception Room of                                     Zhang Hao from Harvest Fund                   Basic information
23 Jan. 2013                         Field research Institution
               the Company                                           Management Co., Ltd.                          about the Company

               Reception Room of                                     Chen Yao from Beijing Star Rock               Basic information
23 Jan. 2013                         Field research Institution
               the Company                                           Investment Management Co., Ltd.               about the Company

               Reception Room of                                                                                   Basic information
20 Feb. 2013                         Field research Institution      Li Yiguang from Haitong International
               the Company                                                                                         about the Company

               Reception Room of                                     Lyhas capital:Jon Ogden and David             Basic information
20 Feb. 2013                         Field research Institution
               the Company                                           N.Devine                                      about the Company




                                                                         Lu Thai Textile Co., Ltd.
                                                                  Chairman of the Board: Liu Shizhen


                                                                                25 Apr. 2013


                                                                                                                                       10
11