Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Shenzhen Victor Onward Textile Industrial Co., Ltd.
The Third Quarterly Report 2015
October 2015
1
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
1. Important Notes
The Board of Directors,the Supervisory Committee, the directors, the supervisors, and executives of the
Company guarantee that there are no significant omissions, fictitious or misleading statements carried in the
Quarterly Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and
completeness of the Quarterly Report.
All of the directors presented the board meeting at which this Quarterly Report was examined.
Mr. Chen Lue, The Company leader, Mr. Cui Hongli, Chief financial officer and the Mr.Ren Aping, the person in
charge of the accounting department (the person in charge of the accounting )declare: the financial report carried
in this report is authentic and completed.
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Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
II. Main financial data and changes of shareholders
(I)Main accounting data and financial Index
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed
and accounting error correction or not.
□ Yes √ No
End of the report period End of last year Year-on –year change
Gross assets(RMB) 3,797,403,844.03 2,390,121,877.16 58.88%
Net assets attributable to the
shareholders of the listed 861,745,820.00 761,471,188.44 13.17%
company(RMB)
Between beginning
Change from the
Year-on year of the year to the
This report period same period last
change9%) end of the report
year
period
Operating income(RMB) 835,406,170.68 16.44% 2,916,615,389.84 44.38%
Net profit attributable to the
shareholders of the listed 77,186,010.32 62.82% 242,528,351.45 85.81%
company(RMB)
Net profit after deducting of
non-recurring gain/loss
77,869,941.81 64.69% 242,952,797.56 86.31%
attributable to the shareholders
of listed company(RMB)
Cash flow generated by business
-- -- -327,571,330.51 749.21%
operation, net(RMB)
Basic earning per
0.46 64.29% 1.43 85.71%
share(RMB/Share)
Diluted gains per
0.46 64.29% 1.43 85.71%
share(RMB/Share)(RMB/Share)
Weighted average income/asset
8.69% 28.93% 29.88% 51.06%
ratio(%)
Items and amount of non-current gains and losses
√Applicable □Not applicable
In RMB
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Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Amount from beginning of
Items the year to the end of the Notes
report period
Govemment subsidy recognized in current gain and
loss(excluding those closely related to the Company’s business 342,246.00
and granted under the state’s policies)
Other non-business income and expenditures other than the
-908,174.15
above
Less:Amount of influence of income tax -141,482.04
Total -424,446.11 --
For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on
information disclosure for Companies Offering their Securities to the Public-Non-recurring Gains and Losses and
its non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on information Disclosure
for Companies offering their securities to the public-non-recurring Gains and losses which have been defined as
recurring gains and losses, it is necessary to explain the reason.
□ Applicable√ Not applicable
None of Non-recurring gain /loss items recognized as recurring gain /loss/items as defined by the information
disclosure explanatory Announcement No.1- Non –recurring gain/loss in the report period.
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Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
(II) Total number of shareholders and shareholding of top 10 shareholders by the end of the report period
(1) Total number of common shareholders and shareholding of top 10 common shareholders by the end of the
report period
In shares
Total number of shareholders at
11,528
the end of report period
Particular about shares held by top ten shareholders
Amount of
Share tradable
Properties of
Pledging or freezing proportio Quantity shares with Status of the
shareholder Quantity
n% Conditional shares
held
Domestic Non-
Union Holdings Co., Ltd. State-owned legal 25.51% 43,141,032 0
person
STYLE-SUCCESS Foreign Legal
14.46% 24,466,029 0
LIMITED person
Rich Crown Investment Foreign Legal
3.62% 6,114,556 0
Co., Ltd. person
Domestic Non-
Union Development
State-owned legal 3.36% 5,681,089 0
Group Co., Ltd.
person
Domestic Non-
Liuzhou Jiali Real estate
State-owned legal 2.13% 3,600,000 0
Development Co., ltd.
person
Agricultural Bank of
China-Changxin
Domestic demand growth Other 1.66% 2,809,914 0
Securities Investment
Fund
Foreign Legal
KGI ASIA LIMITED 1.19% 2,016,260 0
person
Bank of China-
Huatai-PineBridge
Flourishing China Stock Other 1.18% 1,996,293 0
Open-end securities
investment fund
ICBC-South Innovation
Other 1.09% 1,839,802 0
Economy Mixed
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Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
securities Investment
fund
Zeng Ying 1.03% 1,750,000 0
Shareholding of top 10 shareholders of unrestricted shares
Quantity of unrestricted shares held at the Share type
Name of the shareholder
end of the reporting period Share type Quantity
Union Holdings Co., Ltd. 43,141,032 RMB Common shares
Foreign shares placed in
STYLE-SUCCESS LIMITED 24,466,029
domestic exchange
Foreign shares placed in
Rich Crown Investment Co., Ltd. 6,114,556
domestic exchange
Union Development Group Co.,
5,681,089 RMB Common shares
Ltd.
Liuzhou Jiali Real estate
3,600,000 RMB Common shares
Development Co., ltd.
Agricultural Bank of China-
Changxin Domestic demand
2,809,914 RMB Common shares
growth Securities Investment
Fund
Foreign shares placed in
KGI ASIA LIMITED 2,016,260
domestic exchange
Bank of China-
Huatai-PineBridge Flourishing
1,996,293 RMB Common shares
China Stock Open-end securities
investment fund
ICBC-South Innovation
Economy Mixed securities 1,839,802 RMB Common shares
Investment fund
Foreign shares placed in
Zeng Ying 1,750,000
domestic exchange
Union Development Group Ltd. is the controlling shareholder of the above-mentioned
Explanation on associated
largest shareholder Shenzhen Union Holdings Ltd. and third shareholder Rich Crown
relationship
Investment Co., Ltd. The other tradable shareholders neither knew whether there exists
among the aforesaid shareholders
associated relationship between them.
Participation of top 10
Among the shareholders above, Liuzhou Jiali Real estate Development Co., ltd. holds
unconditional common share
3,600,000 shares of the Company through stock account with credit transaction and
shareholders in securities margin
guarantee of Guohai Securities Co., Ltd.
trading (if any)
Agreed re-purchasing by the Company’s top 10 shareholders of common shares and top 10 shareholders of
unconditional common shares in the report period
6
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
□ Yes √ No
No agreed re-purchasing is performed by the Company’s shareholders in the report period.
(2) Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of the
report period
□ Applicable√ Not applicable
7
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
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
√ Applicable □ Not applicable
1.Analysis of the reason for big change of the items of balance sheet of the Company as of the end of the report
period.
End of term Beginning of term Scale of change Remarks on the change
Items
Caused by the increase of the note
Bills receivable 36,733,636.27 3,175,226.00 1,056.88% receivable adopted with clearing at
the current period
Mainly caused by the successful
progress of the ongoing big project,
Account receivable 3,096,090,832.14 1,784,235,686.61 73.52% which brought in creases in project
income and no payment has been
received during the reporting period
Caused by the increase in advance
Prepayments 57,972,293.66 34,811,508.11 66.53%
payment for engineering project
Caused by the increase of cash
Other account receivable 209,536,537.00 143,622,679.85 45.89%
deposit
Mainly caused by the tower crane
Fixed assets 37,565,937.18 10,346,069.91 263.09%
purchase of the overseas project
Long-germ expenses to Mainly caused by the increase of the
27,042,878.35 10,498,658.53 157.58%
be amortized overseas guarantee fee
Caused by payment amount of house
Other non-current asset 6,960,493.07 5,104,235.91 36.37%
purchase
Caused by the increase of the current
Short-term loans 392,657,285.27 225,000,000.00 74.51%
bank loan
Mainly caused by the superior
Bill payable 159,941,731.69 88,862,834.52 79.99% clearing adopted in the method of
settlement for the current suppliers
Caused by the expansion of the
Account payable 1,534,198,224.56 1,048,283,935.01 46.35%
Company’s scale.
Caused by the expansion of the
Tax payable 317,638,230.74 157,790,765.34 101.30%
Company
Caused by the increase in business
Other account payable 455,286,895.18 32,683,538.73 1,293.02%
unit’s inter-bank lending
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Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Caused by the increase of the
Long-term loan 19,779,949.05 100.00%
long-term bank loan
2. Analysis of the reason for big change of the items of profit statement
The beginning of the year Same period of the Scale of change Remarks on the change
Items
to end of the report period previous year
Caused by the expansion of the
Business income 2,916,615,389.84 2,020,135,677.89 44.38%
Company’s business scale
Caused by the expansion of the
Company’s business scale, which
Business cost 2,344,122,874.48 1,666,771,847.04 40.64%
brought in increases in operation
income.
Mainly caused by the decrease of
Sales expense 10,539,011.91 16,460,789.92 -35.98%
marketing staff
Administrative Caused by the expansion of the
107,924,317.65 46,286,727.96 133.16%
expense Company’s business scale
Caused by the increase in the
short-term borrowing and the
long-term borrowing of the
Financial expenses 24,205,661.13 11,859,349.14 104.11%
Company, and the increase in
amortization of overseas guarantee
fee
Asset impairment Caused by in the increase of the
48,824,874.34 35,036,914.99 39.35%
loss Company’s bad-debt provision
3.Analysis of the reason for big change of the items of cash flow statement of the Company.
The beginning of the Scale of change Remarks on the change
Same period of the
Items year to end of the report
previous year
period
Mainly caused by the short credit
Net Cash flow generated
-327,571,330.51 -38,573,821.92 749.21% payment term of the suppliers for
by business operation
overseas project
Net cash flow generated Caused by the purchase of the
-35,910,259.45 -22,717,808.73 58.07%
by investment current overseas project equipment
Net cash flow generated Caused by the increase of the
235,414,152.87 60,517,730.20 289.00%
by financing current bank loan
II. The progress of significant events and influence, as well as the analysis and explanation on resolving proposal
√ Applicable □ Not applicable
9
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
1. Partial Factories of the Company Levied by the Government. “The Announcement on a part of Shenzhen Victor
Onward Textile Industrial Co., Ltd. Factory Buildings Collected by the Government”, the Management
Committee of Shenzhen Dapeng District released “The Decision Announcement on the Management Committee
of Shenzhen Dapeng New District Collecting Houses” which says, the committee decided to collect the related
housing estates located in Kuixin community for the need to build a people’s hospital in Dapeng new district. The
housing estates which would be collected this time include Kuichong Company’s part of the buildings which
haven’t got estate right certificate, and the area of these buildings is 18,000 square meters. The matters mentioned
above were announced in Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. on June 24,
2014, the Announcement No.: 2014-0673. No compensation scheme or arrangement for this item has been issued
yet.
2.Reorganization of the Comapny’s Significant Asset. On June 16, 2014, the Company started the arrangement
for significant asset reorganization. By means of significant asset replacement and issue shares to buy asset and
raise matching funds and related transactions, the Company utilized the original total assets and liabilities as
place-out asset, replacing asset with partial equivalence of Sino Great Wall International Engineering Co., Ltd.’s
shares held by all shareholders, of which the differential section would be issued to all shareholders of Sino Great
Wall International Engineering Co., Ltd. to buy by listed company. Meanwhile, the matching funds of issue
shares to Chen Lue and Hui Tong No.2 for raising the reorganization was RMB 255 million.
At present, significant asset replacement and issue shares to buy asset and raise matching funds and related
transactions have been partially completed, of which the partial asset delivery and share registration have been
fully completed. As for the part of raising matching funds and issuing shares are being carried out actively.For
relevant matters, please refer to “The Announcement on the Reorganization and Suspension of Major Assets in
Shenzhen Victor Onward Textile Industrial Co., Ltd ”, “The Announcement on the Progress of Major Assets’
Reorganization in Shenzhen Victor Onward Textile Industrial Co., Ltd ”, “The Announcement on the Application
for Continuous Suspension of Major Assets after the Expiration of Last Suspension in Shenzhen Victor Onward
Textile Industrial Co., Ltd”,
“The Proposal of the Major Assets’ Reorganization and issued shares to buy assets and raise matching funds
in Shenzhen Victor Onward Textile Industrial Co., Ltd ”,“The Proposal of the Major Assets’ Reorganization and i
ssued shares to buy assets and raise matching funds in Shenzhen Victor Onward Textile Industrial Co., Ltd ”“Th
e Proposal of the Major Assets’ Reorganization and issued shares to buy assets and raise matching funds in Shen
zhen Victor Onward Textile Industrial Co., Ltd.” ( draft ) ”,“The Announcement of CSRC’s Administrative
Permissive Application and Acceptance of Shenzhen Victor Onward Textile Industrial Co., Ltd. on Significant
Asset Replacement And Issuing Shares to Buy Assets And The Related Transaction And Raising Matching
Funds”, “The Announcement of Resolutions of the First provisional shareholders' general meeting of
Shenzhen Victor Onward Textile Industrial Co., Ltd.”
“The Announcement of The Scenario of East Asia Co.,Ltd on Changing Significant Asset Replacement And
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Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Issuing Shares to Buy Assets And Raising Matching Funds”, “The Reply of Shenzhen Victor Onward Textile
Industrial Co., Ltd. on A Feedback Notice(No.150551) of CSRC’s Administrative Permissive Projects Audits”,
“The Announcement of Shenzhen Victor Onward Textile Industrial Co., Ltd. on Significant Asset Replacement
And Issuing Shares to Buy Assets And The Related Transaction And Raising Matching Funds conditionally
passing the audits of The Merger And Reorganization Audit Committee for Listed Companies of CRSC And The
Resumption of Trade for The Corporate Stock”, “The Announcement of Shenzhen Victor Onward Textile
Industrial Co., Ltd. on Significant Asset Replacement And Issuing Shares to Buy Assets And The Related
Transaction approved by CRSC”, “The Revised Announcement of The Report of Shenzhen Victor Onward
Textile Industrial Co., Ltd. on Significant Asset Replacement And Issuing Shares to Buy Assets And The Related
Transaction And Raising Matching Funds”,“The Announcement of The Delivered Transfer with Placing Asset of
Shenzhen Victor Onward Textile Industrial Co., Ltd. on Significant Asset Replacement And Issuing Shares to
Buy Assets And The Related Transaction And Raising Matching Funds”, “The Announcement of The Delivered
Transfer with Placing Asset of Shenzhen Victor Onward Textile Industrial Co., Ltd. on Significant Asset
Replacement And Issuing Shares to set out Assets And The Related Transaction And Raising Matching
Funds”and “Newly Added Share Changes and Listing Announcement of Shenzhen Victor Onward Textile
Industrial Co., Ltd.”. which were released in Securities Times,Hong Kong Commercial Daily and
www.cninfo.com.cn on June 16, 2014, June 23,2014, June 30, 2014, July7, 2014, July 14, 2014, July 21,2014,
July 28, 2014, August 4, 2014, August 11, 2014, August 15, 2014, August 22, 2014,August 29, 2014, September
5,2014, September 12, 2014, September 19, 2014, September 26, 2014, October 10, 2014, October 15, 2014,
November 14, 2014, December 15, 2014, January 14, 2015, February 13, 2015, March 27, 2015, April 25, 2015,
May 12, 2015, May 28, 2015, June 4, 2015, June 26, 2015, July 28, 2015 , August 4,2015, September 24,2015 and
October 13,2015 . The above asset reorganizations and related work have been underway.
After this asset reorganization, textile printing and dyeing, the company’s main business, has been changed into
engineering design and construction ,which apparently increased the profitability.
Description of the website for disclosing provisional
Overview of material matters Date of disclosing
announcements
The Announcement on the
Reorganization and Suspension of Announcement No. 2014-0665,Securities Times,Hong Kong
June 16,2014
Major Assets in Shenzhen Victor Commercial Daily and www.cninfo.com.cn
Onward Textile Industrial Co., Ltd
On October 13,2014 , The 18th
(Provisional) Meeting of the Seventh
The Proposal of The Report of Shenzhen Victor Onward
Board of Directors adopted the
Textile Industrial Co., Ltd. on Significant Asset Replacement
Proposal of The Report of Shenzhen
And Issuing Shares to Buy Assets And The Related
Victor Onward Textile Industrial Co., October 15,2014
Transaction And Raising Matching Funds on
Ltd. on Significant Asset Replacement
Announcement .No. 2015-0686,Securities Times,Hong Kong
And Issuing Shares to Buy Assets And
Commercial Daily and www.cninfo.com.cn
The Related Transaction And Raising
Matching Funds
The Major Assets’ Reorganization and The Major Assets’ Reorganization and issued shares to buy a
issued shares to buy assets and raise February 13,2015 ssets and raise matching funds in Shenzhen Victor Onward
matching funds in Shenzhen Victor O Textile Industrial Co., Ltd.(draft)and Summary . Securities
11
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
nward Textile Industrial Co., Ltd. Times,Hong Kong Commercial Daily and
(draft) www.cninfo.com.cn
The Announcement
of the Major Assets’ Reorganization an
d issued shares to buy assets and raise
matching funds by the China Announcement No. 2015-06108,Securities Times,Hong
March 27,2015
Securities Regulatory Commission ad Kong Commercial Daily and www.cninfo.com.cn.
ministrative license application accepta
nce in Shenzhen Victor Onward
Textile Industrial Co., Ltd
The Announcement of Shenzhen
Victor Onward Textile Industrial Co.,
Ltd. on Significant Asset Replacement Announcement No. 2015-06129,Securities Times,Hong
July 28,2015
And Issuing Shares to Buy Assets And Kong Commercial Daily and www.cninfo.com.cn.
The Related Transaction approved by
CRSC”
The Revised Announcement of The
Report of Shenzhen Victor Onward
Textile Industrial Co., Ltd. on
Announcement No. 2015-06130,Securities Times,Hong
Significant Asset Replacement And July 28,2015
Kong Commercial Daily and www.cninfo.com.cn.
Issuing Shares to Buy Assets And The
Related Transaction And Raising
Matching Funds.
The Announcement of The Delivered
Transfer with Placing Asset of
Shenzhen Victor Onward Textile
Industrial Co., Ltd. on Significant Announcement No. 2015-06131,Securities Times,Hong
August 4,2015
Asset Replacement And Issuing Shares Kong Commercial Daily and www.cninfo.com.cn.
to Buy Assets And The Related
Transaction And Raising Matching
Funds.
The Newly Added Share Changes and
Listing Announcement of Shenzhen Announcement No. 2015-06137,Securities Times,Hong
October 13,2015
Victor Onward Textile Industrial Co., Kong Commercial Daily and www.cninfo.com.cn.
Ltd.
III.The commitments of the Company and its shareholders hold over 5% of the Company’s total shares in the
report year of extending to the report year from previous year.
√ Applicable □ Not applicable
Commitment Commitment Contents Time of Perio Fulfill
12
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
maker making d of ment
commitme comm
nt itmen
t
Commitment on share No No No No
reform No No No No
Commitment in the
acquisition report or the No No No No
report on equity changes
Shares acquired by purchases of assets
through issuing shares: “I will not transfer the
new shares of Victor Onward Holdings
acquired through this restructuring, including
but not limited to the public transfer through
the stock market or by agreement, and I will
not entrust anybody else to manage my shares
of Victor Onward Holdings, within 36 months
from the date new shares list and before the
date I’ve carried out my obligations of
performance compensation under this
restructuring(subject to whatever is early,
hereinafter referred to as “lock-up periods”).
If the closing price of shares of Victor Onward
Holdings were lower than this issue price for 36 Strict
Commitment made upon Chen Lue, He March
20 continuous trading days in 6 months after mont perfor
the assets replacement Feiyan 19,2015
the restructuring transaction has been hs ming
completed, or the final closing price were
lower than this issue price 6 months after the
transaction has been completed, the lock-up
periods of my shares of Victor Onward
Holdings are automatically prolonged for 6
months. (The above-mentioned issue price
will be calculated according to the price after
the adjustment of ex-dividend, etc. if
ex-dividend behaviors of the company,
including distribution of dividends, giving
bonus, conversion of share capital, rationing
shares, and etc., were happened during the
above-mentioned periods.
If the restructuring transaction were
13
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
investigated by judicial authorities or China
Securities Regulatory Commission due to
false record, misleading statement or major
omission of the information provided or
disclosed, I will not transfer my shares of the
company before the conclusion of the case has
been made clear.
After the above-mentioned lock-up periods, I
will sell or transfer the new shares of the
company acquired from this restructuring
following relevant regulations of China
Securities Regulatory commission and
Shenzhen Stock Exchange.
Shares acquired by matching funds raised: “I
will not transfer the new shares of Victor
Onward Holdings acquired through this
issuing by any way, including but not limited Strict
36
to the public transfer through the stock market March perfo
Chen Lue mont
or by agreement, within 36 months from the 19,2015 rmin
hs
g
date new shares list.
If regulation rules or regulators have longer
requirements for lock-up periods, it should be
executed accordingly.
Up to the issue day of the letter, I and other
corporations controlled by me haven’t
possessed funds of Sino Great Wall; After the
transaction is completed, I and other
companies controlled by me (if any), except
for listed companies and their holding
subsidiaries, will not possess the funds of
listed companies or Sino Great Wall by any
way, including cash in advance, other Strict
September Long-
Chen Lue expenses, direct or indirect loans, assumption, perfor
19,2015 term
etc. and try our best to avoid fund intercourse ming
with listed companies or Sino Great Wall,
which has nothing to do with normal
operations. If Sino Great Wall got penalized
by government administration departments
due to the money lending which was
happened before the transaction, I will bear
the total compensation for the company’s loss
resulting from it by cash in order to guarantee
14
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Sino Great Wall won’t suffer any loss.
Meanwhile, I will actively urge Sino Great
Wall to establish complete inner control
system and funds management system within
lawful authority.
In view of the fact that the houses rented by
Sino Great Wall and it’s son subsidiaries,
subsidiaries, haven’t rental registration, I
promise, if Sino Great Wall and its son Strict
March Long-
Chen Lue subsidiaries, subsidiaries, were penalized by perfor
19,2015 term
real estate management department or ming
suffered other losses resulting from it, I agree
to compensate the loss of the company by
cash.
During the reporting period, the project which
Sino Great Wall is involved in is the
decoration engineering construction project of
Libo Grand Hotel (hereinafter referred to as
“Libo project”) which the company contracted
before the bidding process. Sino Great Wall is
not involved in any other projects except for
Libo project before bidding process. As to the
violating issues existed in the Libo project, I
Strict
promise as follows: if Sino Great Wall got March Long-
Chen Lue perfor
penalized by government administration 19,2015 term
ming
departments or suffered any economic loss
resulted from it, I will compensate the
company by cash; Meanwhile, I, within lawful
authority, will also promise to urge the
company to undertake related construction
projects legally so as to avoid violating issues
happened before implementation of bidding
process, i.e., at the time for construction again.
“1. Up to October 13th,2014, the related
expenses of the litigation and arbitration
Strict
cases, including the actual price, March Long-
Chen Lue perfor
compensation, penalty, ligation costs, etc. 19,2015 term
ming
which the parent-subsidiary companies of
Sino Great Wall needs to pay caused by the
15
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
final results of ligation and arbitration cases,
exceed the amount of liabilities which
recognized in the “Audit Report” made for
Sino Great Wall by Ruihua CPA (Special
Ordinary Partnership) on the basis of the audit
base day of July 31st, 2014, I promise to bear
the balance by cash unconditionally so as to
guarantee the parent-subsidiaries of Sino
Great Wall won’t suffer any loss.
2. This commitment letter is irrevocable.
”
1. On condition that ownership defect exists in
the lease of house property of
parent-subsidiary companies of Sino Great
Wall and its subsidiary corporation, which
resulted in inability for parent-subsidiary
companies of Sino Great Wall and its
subsidiary corporation to continue leasing this
house property but having to relocate, or
parent-subsidiary companies of Sino Great
Wall and its subsidiary corporation can’t
timely find suitable workplace for lawful
operation in related area, I will undertake to
compensate by cash for parent-subsidiary
Strict
companies of Sino Great Wall’s losses which March Long-
Chen Lue perfor
are caused by operation and finance due to the 19,2015 term
ming
above-mentioned matters.
2. I undertake to unconditionally bear the
relevant fines by cash for parent-subsidiary
companies of Sino Great Wall on condition
that the rental house property of
parent-subsidiary companies of Sino Great
Wall and its subsidiary corporation is in
absence of handling procedures for filing
house leasing ,which resulted in that
parent-subsidiary companies of Sino Great
Wall and its subsidiary corporation are fined
by property administrative department.
3.The commitment letter is irrevocable.
“In condition that parent-subsidiary Strict
March Long-
Chen Lue companies of Sino Great Wall or its son perfor
19,2015 term
subsidiary haven’t paid social security or ming
16
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
housing fund for staff according to law, which
resulted in any losses to Sino Great Wall ,
including the competent authorities’
requirement for Sino Great Wall or its
subsidiary to make supplementary payment, to
be punished and resourced, I will bear by
full-amount cash for the fee of supplemental
payment and the expense and fee for being
punished or resourced, which is to guarantee
Sino Great Wall and its subsidiary to avoid
suffering from any loss ”
“At present, Suzhou Lvbang has possessed
one state-own land use right, of which the
land certificate is Suzhou Guo Yong(2014)
No.Y2014086”, locates in Danan Village,
Dadian Town, Yongqiao District, Suzhou City
with 32,966 square meters of area and the
purpose for industry. Suzhou Lvbang
possesses its own factory with 9,843.87
square meters of area above-mentioned, which
is the building reserved on the former selling
land. Suzhou Lvbang is carrying out
refurnishing and reconstruction for this
factory and has acquired “License of
Construction Land Planning ”with
No.2014-08-001 approved and issued by
Yongqiao District, Suzhou City’s housing and Strict
March Long-
Chen Lue rural construction bureau, of which other perfor
19,2015 term
examination and approval procedures of ming
construction are in the process of handling
“I undertake to actively supervise and urge
Suzhou Lvbang on handling procedures of the
approval process involved with factor
refurnishing and reconstruction, and which is
suffered from administrative punishment by
relevant competent authorities in reason of
claiming certificate of title, or in which any
dispute or controversy exist in construction
and ownership, which shall be my
responsibility to carry out solution, and I
undertake to compensate by cash for Suzhou
Lvbang’s losses which are due to this matter,
guaranteeing no losses occur to Sino Great
Wall and Suzhou Lvbang for this matter.
17
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
”
“According to the “Agreement of Significant
Asset Replacement and Issue of Share to Buy
Asset”(hereinafter referred to as
“Agreement”) signed among Victor Onward
Holdings, all shareholders of Sino Great Wall
and Union Development Group Co., Ltd
(hereinafter referred to as“ Union Group”) on
October 13, 2014, all the creditor’s rights and
liabilities related to place-out asset before the
delivery date of Victor Onward Holdings shall
be Union Group’s responsibility to carry out
solution; After the asset delivery date, if any
losses occur to Victor Onward Holdings in
reason of the liability transfer of asset
Strict
delivery, personnel placement, unsettled March Long-
Chen Lue perfor
dispute or controversy and other 19,2015 term
ming
compensation related to place-out asset,
payment obligation and punishment, Union
Group or the specified third party shall
sufficiently compensate all losses for Victor
Onward Holdings for the above matters.
I undertake, if Union Group and the specified
third party refuse to compensate the losses
caused by the above mentioned matters for
Victor Onward Holdings according to
the“ Agreement”, I will compensate by cash
for the Victor Onward Company within 5
working day in advance. Meanwhile, I will
reserve the resource rights for Union Group
and the specified third party.
According to“ Agreement of Shenzhen Victor
Onward Textile Industrial Co., Ltd., Chen Lue
and He Feiyan Concerning on Performance
Compensation” and its supplemental
agreement , Chen Lue’s promised Sino Great
Strict
Chen Lue, He Wall that the net profit deducted by May 11, Long-
perfor
Feiyan incidental losses and attributable to the parent 2015 term
ming
companies’ owners after audition of 2015,
2016 and 2017 shall be respectively more than
RMB 345.8 million, RMB 438.5 million and
RMB 538.2 million. If the net profit of Sino
Great Wall is less than the promised net profit
18
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
mentioned above , Chen Lue and He Feiyan
will compensate for listed company in
accordance with “Performance Compensation
Agreement” and its supplemental agreement.
1. This reorganization is planned to place in
asset. At present, complete separation has
existed between me or other enterprises under
my possession (if any) and the listed company
in staff, asset, finance, institution and business
of Sino Great Wall. Independence exists in
both staff, asset, finance, institution and
business and no confusion exists.
2. I undertake, after this reorganization, to
Chen Lue; He ensure the continued complete separation
Feiyan, Wuxi between me or other enterprises under my
Hengtai Jiuding possession(if any) and the listed company in
Assets staff, asset, finance, institution and business,
Management sustaining the independence in the listed
Centre company’s staff, asset, finance, institution and
(LP);Yantai business, as follows:
Zhaoxuan
(1).The Ensurance of Independence for Listed
Yuantai Jiuding
Company’s Personnel
Venture
Ensure that the general manager, the Strict
Investment September Long-
vice-general manger, the chief financial perfor
Centre 30,2015 term
officer, the board secretary and the senior ming
(LP);Suzhou
executives of the Company only accept salary
Taiyao
in listed company, including no holding of any
Zhongshan
post except director and supervisor in my
Jiuding
enterprise or other enterprises under my
Investment
possession.
Centre
2.Ensure the complete independence exists
(LP);Jiaxing
among the listed company’s labor, personnel,
Jiahe Jiuding
and salary management and me.
Investment
Centre(LP) 3. The director, supervisor, general manager
and other senior executives recommended by
me have all been through the legal procedures,
and I will not intervene the company’s board
and the shareholder’s decision for appointing
and dismissing personnel by exercising
official power.
(2)The Ensurance of the Asset Independence
of Listed Company
1.Ensure that the listed company possesses
19
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
business system related to operation and the
relevant completely-independent asset.
2.Ensure that no occupation of mine exists in
capitals and assets of the listed company.
3.The Ensurance of the Financial
Independence of Listed Company
1.Ensure that the independent finance
department and the independent financial
calculating system set up by the listed
company, which possess normative and
independent financial and accounting rules.
2. Ensure that the listed company
independently opens a bank account, not
sharing the same bank account with me.
3.Ensure that the financial staff of the listed
company holds no part-time post in my
enterprise and other enterprises under my
possession.
4. Ensure that the listed company pays taxes
according to law.
5. Ensure that the listed company makes the
financial decision-making independently, I
will not intervene the utilization of the listed
company’s capital.
(4)The Ensurance of the Institutional
Independence of Listed Company
1.Ensure that the listed company sets up
perfect governance structure for the share
company’s legal person, which possesses
independent and complete institutional
framework
2.Ensure that the shareholder’s meeting, the
board of director, the independent director, the
supervisor and the general managers exercise
official powers according to laws, regulations
and articles of incorporation
(5)The Ensurance of the Business
Independence of Listed Company
1. Ensure that the listed company possesses
the asset, staff, qualification and ability for
independently holding business activities,
which possesses the independent, autonomous
and sustain operation ability catering to the
20
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
market.
2. Ensure that I will not intervene the listed
company’s business activities except
exercising shareholder’s rights.
3.Ensure that I or other enterprises under my
possession will avoid working on the listed
company’s main business which possesses
substantial competition.
4. Ensure to reduce the related transaction
between me and the listed company or
between other enterprises under my
possession and the listed company as much as
possible; When confirming necessary but
unavoidable related transaction, I will ensure
the fair operation according to the principle of
market culture and the fair price, and fulfill
the transaction procedures and the obligation
of disclosing information according to
relevant laws and regulations and normative
document.
Wuxi Hengtai
Jiuding Assets
Management
“Once I or our unit acquire the newly-added
Centre(LP);
share of Victor Onward Company through
Yantai Zhaoxuan
this transaction, no transfers will occur in any
Yuantai Jiuding
way within 12 months from the listing date,
Venture
including but not limited to public transfer by
Investment
securities market or transfer by agreement,
Centre 12 Strict
and no entrusting for others to manage my March
(LP);Suzhou mont perfor
holding share of Victor Onward Holdings . 19,2015
Tianyao hs ming
Once the above-mentioned lockup period
Zhongshan
expires, I will implement the selling or
Jiuding
transferring of the newly-added share of
Investment
Victor Onward Holdings according to the
Centre(LP);
relevant provision of CSRC and SZSE.
Jiaxing Jiahe
Jiuding
Investment
Centre(LP)
Chen Lue; He “1.Before this reorganization, the fairness and
Strict
Feiyan,Wuxi reasonableness of pricing and the legitimacy March Long-
perfor
Hengtai Jiuding and effectiveness of decision-making 19,2015 term
ming
Assets procedure exist in the transaction(if any)
21
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Management between me or the enterprise under my
Centre(LP); possession(if any) and Sino Great Wall which
Yantai Zhaoxuan is planned to place asset in, no related
Yuantai Jiuding transaction with obvious unfairness exists ;
Venture 2.After this reorganization, I or the enterprise
Investment under my possession will avoid and reduce the
Centre related transaction with listed company as
(LP);Suzhou much as possible. As for any unavoidable or
Tianyao reasonable related transaction, I or the
Zhongshan enterprise under my possession will sign the
Jiuding agreement according to laws and fulfill the
Investment lawful procedure, and fulfill relevant approval
Centre(LP); procedure for internal decision-making and
Jiaxing Jiahe timely fulfill the obligation of disclosing
Jiuding information according to law, following
Investment relevant laws, regulations, other normative
Centre(LP) documents and articles of listed company,
which is to guarantee the fairness and
reasonableness in related transaction pricing,
to guarantee the fairness of transaction
condition and to guarantee not to utilize the
related transaction to illegally transfer the
capital and profit of listed company, and not to
utilize this transaction to engage in any
behaviors which will cause any losses to listed
company or other shareholder’s legitimate
rights. Once I violate the above promises and
cause losses to the listed company, I will
compensate the listed company for the losses
caused by the this matter.
During the assets reorganization, the house
property and land without property certificate
in the disposed assets within the plant area of
Kuixin Community of Kuichong Street of
Longgang District and the expected
compensations, as well as the expected
Union Strict
compensations concerning to the regaining of March Long-
Development perfor
plots planned as schools within the right of 19,2015 term
Group Co., Ltd. ming
land use of Nanyou Industrial Park of
Nanshan District have not been recorded in
the assessment. Therefore, Union Group
promises that after the reorganization, if
Union or a third party appointed by Union
receives compensations or incomes related to
22
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
above-mentioned disposed assets which are
house property and land without property
certificate as well as regaining of plots
planned as schools, Union will return the
benefits to Victor Onward Holdings, in 10
working days since the collection. The actual
costs and fees during the possession of the
house property and land and the paid as well
as the unpaid but necessary costs and fees for
the reception of the above-mentioned benefits
for Union Group or its third party will be
deducted from the income. The specific
benefits and payable costs and fees should be
confirmed jointly by Union Group and Victor
Onward Holdings based on the actual
situations. (Notes:On June 25, 2015,All
shareholders of Victor Onward Holdings,
Union Group and Sino Great Wall Signed
supplementary agreement, and specified that
the land and houses without ownership
certificate of Victor Onward Holdings located
at the factory area of Kuixin community of
Kuichong street office of Longgang district
(the land area is about 50,000 square meters,
the built-up area of houses is about 25,000
square meters, among them about 18,000
square meters of buildings at built-up area are
within the plan of removal and collection of
government,hereinafter referred as
“undocumented property) still belongs to
Victor Onward Holdings. And the benefits and
risks of the real estate without certificate are
enjoyed and assumed by Victor Onward
Holdings.
According to the Term 5.5.3 of Agreement on
Major Asset Replacement and Asset Purchase
Through Issuing Shares (hereinafter referred
Union Strict
to as Agreement) signed on October 13, 2014 March Long-
Development perfor
19,2015 term
Group Co., Ltd. by the company and all shareholders of Victor ming
Onward Co. Ltd.. and Sino Great Wall, Victor
Onward Holdings should obtain the letter of
approval concerning the transferred debts of
23
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
the disposed assets from the creditor
(including the guarantee, similarly hereinafter)
before the date of assets delivery. In the
situation of debts on Victor Onward Holdings
due to the absence of creditor’s consent, the
company or the third party appointed by the
company is in charge of paying off debts or
reaching agreement on the solution with the
creditor. When there are losses caused by
improper solutions of the company or the third
party appointed by the company, the company
or the third party appointed by the company
will fully compensate for the caused losses of
Victor Onward Holdings in 5 working days
after receiving the notice.
According to the Term 5.5.4 of Agreement,
after the date of assets delivery, any
compensations, obligations of payment and
penalties caused by disposed assets as well as
unsettled disputes in Victor Onward Holdings
will be undertaken and solved by the company
or the third party appointed by the company,
and Victor Onward Holdings assumes no
responsibility. When there are losses caused
by it, the company or the third party appointed
by the company will fully compensate for the
caused losses of Victor Onward Holdings in 5
working days after receiving the notice.
According to the Term 5.6.1 of Agreement and
based on the principle of “staff arrangement
according to the assets”, the labor relations,
social insurance relations including pension,
medical treatment, unemployment, working
injury and maternity, and other liable welfare
and salary of all the staff in Victor Onward
Holdings. (including but not limited to on-post
24
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
employees, employees awaiting job
assignments, retired employees, retained
employees with suspend salary, transferred
employees, and temporary employees, etc)
will be transferred to the company or the third
party appointed by the company.
Compensations or related matters (if any) due
to the termination of labor relationship in
advance with Victor Onward Holdings, the
company or the third party appointed by the
company will be in charge of the payment.
The company promises that for the losses
caused by matters such as the
above-mentioned debt transfers of disposed
assets, personnel arrangement, unsettled
disputes, potential debts, payment obligations
and penalties, the company or the third party
appointed by the company will fully
compensate for the losses of Victor Onward
Holdings due to the above-mentioned matters
based on the Agreement in cash.
Commitments made upon
No No No No No
issuance
Other commitments made
No No No No No
to minority shareholders
Executed timely or not? Yes
IV.Prediction of Business performance for 2015
Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss
probably or the warning of its material change compared with the corresponding period of the last year and
explanation of reason.
V. Securities investment
□ Applicable √ Not applicable
There is no securities investment during the report period.
VI. Equity interests held in other listed companies
□ Applicable √Not applicable
The Company did not hold any equity interests in other listed companies as at the end of the reporting period.
25
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
VII. Derivative investment
□ Applicable √ Not applicable
There is no derivative investment during the report period.
VIII. The registration form of acceptance of investigation, communication and interview in the report period for
future reference
√Applicable □ Not applicable
The Period has no research, communication and written inquiry from the investors in the report period.
Content of discussion and
Date Place Mode Type Visitor
materials provided
After this asset
reorganization, textile
printing and dyeing, the
company’s main
Industrial
The business, has been
July 15,2015 Field research Institution Securities Co.,
Company changed into engineering
Ltd.
design and
construction ,which
apparently increased the
profitability.
After this asset
reorganization, textile
printing and dyeing, the
company’s main
China Galaxy
The business, has been
July 21,2015 Field research Institution Securities Co.,
Company changed into engineering
Ltd.
design and
construction ,which
apparently increased the
profitability.
26
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
IV. Financial statement
1. Financial statement
1.Consolidated Balance sheet
Prepared by: Shenzhen Victor Onward Textile Industrial Co., Ltd.
September 30,2015
In RMB
Items Year-end balance Year-beginning balance
Current asset:
Monetary fund 202,703,006.69 290,949,160.76
Settlement provision
Outgoing call loan
Financial assets measured at fair
value with variations accounted into 1,092,342.14 1,060,407.78
current income account
Derivative financial assets
Bill receivable 36,733,636.27 3,175,226.00
Account receivable 3,096,090,832.14 1,784,235,686.61
Prepayments 57,972,293.66 34,811,508.11
Insurance receivable
Reinsurance receivable
Provisions of Reinsurance contracts
receivable
Interest receivable
Dividend receivable
Other account receivable 209,536,537.00 143,622,679.85
Repurchasing of financial assets
Inventories 40,907,466.98 34,960,199.93
Assets held for sales
Non-current asset due in 1 year
Other current asset 1,541,206.01
Total of current assets 3,645,036,114.88 2,294,356,075.05
Non-current assets:
27
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Loans and payment on other’s behalf
disbursed
Disposable financial asset
Expired investment in possess
Long-term receivable
Long term share equity investment
Property investment
Fixed assets 37,565,937.18 10,346,069.91
Construction in progress 9,354,972.37 11,856,578.49
Engineering material
Fixed asset disposal
Production physical assets
Gas & petrol
Intangible assets 9,546,526.64 8,269,556.32
R & D petrol
Goodwill
Long-germ expenses to be amortized 27,042,878.35 10,498,658.53
Differed income tax asset 61,896,921.54 49,690,702.95
Other non-current asset 6,960,493.07 5,104,235.91
Total of non-current assets 152,367,729.15 95,765,802.11
Total of assets 3,797,403,844.03 2,390,121,877.16
Current liabilities
Short-term loans 392,657,285.27 225,000,000.00
Loan from Central Bank
Deposit received and hold for others
Call loan received
Financial liabilities measured at fair
value with variations accounted into
current income account
Derivative financial liabilities
Bill payable 159,941,731.69 88,862,834.52
Account payable 1,534,198,224.56 1,048,283,935.01
Advance payment 33,537,921.70 55,401,092.63
Selling of repurchased financial
assets
28
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Fees and commissions receivable
Employees’ wage payable 12,620,476.52 9,992,309.43
Tax payable 317,638,230.74 157,790,765.34
Interest payable 621,111.11
Dividend payable
Other account payable 455,286,895.18 32,683,538.73
Non-current liability due in 1 year
Other current liability 10,000,000.00 10,000,000.00
Total of current liability 2,915,880,765.66 1,628,635,586.77
Non-current liabilities:
Long-term loan 19,779,949.05
Bond payable
Long-term payable
Long-term payable employees’s
remuneration
Special payable
Expected liabilities
Differed income
Differed income tax liability 15,101.95 15,101.95
Other non-current liabilities
Total non-current liabilities 19,795,051.00 15,101.95
Total of liability 2,935,675,816.66 1,628,650,688.72
Owners’ equity
Share capital 117,239,550.25 70,136,099.00
Other equity instrument
Capital reserves -2,551,673.16 176,467,549.00
Less:Shares in stock
Other comprehensive income 18,781.82 -85.60
Special reserves 11,456,383.70 21,813,200.10
Surplus reserves 49,347,406.23 49,347,406.23
Common risk provision
Undistributed profit 686,235,371.16 443,707,019.71
Total of owner’s equity belong to the
861,745,820.00 761,471,188.44
parent company
Minority shareholders’ equity -17,792.63
29
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Total of owners’ equity 861,728,027.37 761,471,188.44
Total of liabilities and owners’ equity 3,797,403,844.03 2,390,121,877.16
Legal representative :Chen Lue
Person-in-charge of the accounting work:Cui Hongli
Person-in -charge of the accounting organ:Ren Aping
2.Parent Company Balance Sheet
In RMB
Items At the end of term Beginning of term
Current asset:
Monetary fund 8,150.41 23,480,977.11
Financial assets measured at fair
value with variations accounted into
current income account
Derivative financial assets
Bill receivable
Account receivable
Prepayments
Interest receivable
Dividend receivable
Other account receivable 81,098,214.84
Inventories
Assets held for sales
Non-current asset due in 1 year
Other current asset
Total of current assets 8,150.41 104,579,191.95
Non-current assets:
Disposable financial asset
Expired investment in possess
Long-term receivable
Long term share equity investment 3,079,451,536.66 36,788,952.97
Property investment 7,738,085.22
Fixed assets 818,770.23
30
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Construction in progress
Engineering material
Fixed asset disposal
Production physical assets
Gas & petrol
Intangible assets 1,780,153.13
R & D petrol
Goodwill
Long-germ expenses to be amortized
Differed income tax asset
Other non-current asset
Total of non-current assets 3,079,451,536.66 47,125,961.55
Total of assets 3,079,459,687.07 151,705,153.50
Current liabilities
Short-term loans
Financial liabilities measured at fair
value with variations accounted into
current income account
Derivative financial liabilities
Bill payable
Account payable 113,336.51
Advance payment 302,539.92
Employees’ wage payable 627,180.69
Tax payable 131,915,770.91 844,599.62
Interest payable
Dividend payable
Other account payable 260,000.00 16,235,868.11
Liabilities held for sales
Non-current liability due in 1 year
Other current liability 2,069,249.00
Total of current liability 132,175,770.91 20,192,773.85
Non-current liabilities:
Long-term loan
Bond payable
Long-term payable
31
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Employees’ wage Long-term
payable
Special payable
Expected liabilities
Differed income 836,792.38
Differed income tax liability 4,180,138.12
Other non-current liabilities
Total of Non-current liabilities 5,016,930.50
Total of liability 132,175,770.91 25,209,704.35
Owners’ equity
Share capital 420,991,949.00 169,142,356.00
Other equity instrument
Capital reserves 2,257,997,084.77 31,606,598.00
Less:Shares in stock
Other comprehensive income -4,398,235.10 -4,398,235.10
Special reserves
Surplus reserves 26,309,287.00 26,309,287.00
Undistributed profit 246,383,830.49 -96,164,556.75
Total of owners’ equity 2,947,283,916.16 126,495,449.15
Total of liabilities and owners’ equity 3,079,459,687.07 151,705,153.50
Legal representative :Chen Lue
Person-in-charge of the accounting work:Cui Hongli
Person-in -charge of the accounting organ:Ren Aping
32
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
3.Consolidated Profit statement of the Report period
In RMB
Item Report period Same period of the previous year
I. Income from the key business 835,406,170.68 717,439,356.89
Incl:Business income 835,406,170.68 717,439,356.89
Interest income
Insurance fee earned
Fee and commission received
II. Total business cost 737,452,024.90 653,973,256.24
Incl:Business cost 653,438,691.27 595,304,123.02
Interest expense
Fee and commission paid
Insurance discharge payment
Net claim amount paid
Insurance policy dividend paid
Insurance policy dividend paid
Reinsurance expenses
Business tax and surcharge 12,308,366.66 26,998,330.78
Sales expense 3,036,106.61 7,273,754.95
Administrative expense 43,085,998.98 14,061,292.75
Financial expenses 6,297,639.29 3,911,187.00
Asset impairment loss 19,285,222.09 6,424,567.74
Add:Gains from change of fir value (“-”for
6,785.75
loss)
Investment gain(“-”for loss)
Incl: investment gains from affiliates
Gains from currency exchange(“-”for loss)
III. Operational profit(“-”for loss 97,960,931.53 63,466,100.65
Add:Non-business income 26,319.77 167,642.81
Incl:Gains from disposal of non-current
assets
Less:Non business expenses 938,228.42
33
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Incl:Loss from disposal of non-current
assets
IV.Total profit(“-”for loss) 97,049,022.88 63,633,743.46
Less:Income tax expenses 19,880,805.19 16,226,604.58
V. Net profit(“-”for net loss 77,168,217.69 47,407,138.88
Net profit attributable to the owners of parent
77,186,010.32 47,407,138.88
company
Minority shareholders’ equity -17,792.63
VI. Net after-tax of Other comprehensive
6,742.31 -32.50
income
Net after-tax
of other comprehensive income attributable
to owners of the parent company.
(I)Other comprehensive income items that
will not be reclassified into gains/losses in
the subsequent accounting period
1.Re-measurement of defined benefit plans
of changes in net debt or net assets
2.Other comprehensive income under the eq
uity method investee can not be reclassified
into profit or loss.
(II)
Other comprehensive income that will be re 6,742.31 -32.50
classified into profit or loss.
1.Other comprehensive income under the eq
uity method investee can be reclassified into
profit or loss.
2.Gains and losses from changes in fair valu
e available for sale financial assets
3.Held-to-maturity investments reclassified t
o gains and losses of available for sale finan
cial assets
4.The effective portion of cash flow hedges
and losses
5.Translation differences in currency financi
6,742.31 -32.50
al statements
6.Other
Net
34
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
after-tax of other comprehensive income attr
ibutable to Minority shareholders’ equity
VII. Total comprehensive income 77,174,960.00 47,407,106.38
Total comprehensive income attributable to
77,192,752.63 47,407,106.38
the owner of the parent company
Total comprehensive income attributable
-17,792.63
minority shareholders
VIII. Earnings per share
(I)Basic earnings per share 0.46 0.28
(II)Diluted earnings per share 0.46 0.28
Legal representative :Chen Lue
Person-in-charge of the accounting work:Cui Hongli
Person-in -charge of the accounting organ:Ren Aping
4. Profit statement of the Parent Company of the Report period
In RMB
Items Report period Same period of the previous year
I. Income from the key business 329,131.00 946,830.00
Incl:Business cost 28,098.18 84,294.00
Business tax and surcharge 1,115.28 33,459.00
Sales expense
Administrative expense 580,403.79 1,190,456.00
Financial expenses -87,300.56 -453,871.00
Asset impairment loss -14,568.79
Add:Gains from change of fir value
(“-”for loss)
Investment gain(“-”for loss) 383,969,705.11
Incl: investment gains from affiliates
II. Operational profit(“-”for loss 383,791,088.21 92,492.00
Add:Non-business income 68,036,587.28
Incl:Gains from disposal of
non-current assets
Less:Non business expenses 5,000.00
Incl:Loss from disposal of
35
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
non-current assets
III.Total profit(“-”for loss) 451,827,675.49 87,492.00
Less:Income tax expenses 108,609,278.25
IV. Net profit(“-”for net loss) 343,218,397.24 87,492.00
V. Net after-tax of Other
-40,084.00
comprehensive income
(I)Other comprehensive income
items that will not be reclassified into
-40,084.00
gains/losses in the subsequent
accounting period
1.Re-measurement of defined benefit
plans of changes in net debt or net ass -40,084.00
ets
2.Other comprehensive income under
the equity method investee can not b
e reclassified into profit or loss.
(II)
Other comprehensive income that wil
l be reclassified into profit or loss.
1.Other comprehensive income under
the equity method investee can be re
classified into profit or loss.
2.Gains and losses from changes in fa
ir value available for sale financial as
sets
3.Held-to-maturity investments reclas
sified to gains and losses of available
for sale financial assets
4.The effective portion of cash flow h
edges and losses
5.Translation differences in currency
financial statements
6.Other
VI. Total comprehensive income 343,178,313.24 87,492.00
VII. Earnings per share:
(I)Basic earnings per share
(II)Diluted earnings per share
Legal representative :Chen Lue
36
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Person-in-charge of the accounting work:Cui Hongli
Person-in -charge of the accounting organ:Ren Aping
37
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
5. Consolidated Profit statement between the beginning of the year and end of the report period
In RMB
Items Report period Same period of the previous year
I. Total operating income 2,916,615,389.84 2,020,135,677.89
Including:Operating income 2,916,615,389.84 2,020,135,677.89
Interest income
Insurance gained
Commission charge and commission
income
II. Total operating cost 2,592,522,742.77 1,845,100,242.10
Including:Operating cost 2,344,122,874.48 1,666,771,847.04
Interest expense
Commission chare and commission expense
Cash surrender value
Net amount of expense of compensation
Net amount of withdrawal of insurance
contract reserve
Bonus expense of guarantee slip
Reinsurance expense
Operating tax and extras 56,906,003.26 68,684,613.05
Sales expenses 10,539,011.91 16,460,789.92
Administration expenses 107,924,317.65 46,286,727.96
Financial expenses 24,205,661.13 11,859,349.14
Losses of devaluation of assets 48,824,874.34 35,036,914.99
Add :Changing income of fair value 31,934.36
Investment income
Including:Investment income on affiliate
company and joint venture
Exchange income
III. Operating profit 324,124,581.43 175,035,435.79
Add :Non-operating income 405,739.61 167,642.81
Including :Disposal Gains of non-current
assets
38
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Less:Non-operating expense 971,667.76
Including :Disposal loss of non-current
31,839.34
assets
IV. Total profit 323,558,653.28 175,203,078.60
Less:Income tax 81,048,094.46 44,676,785.04
V. Net profit(“-”for net loss 242,510,558.82 130,526,293.56
Net profit attributable to the owners of parent
242,528,351.45 130,526,293.56
company
Minority shareholders’ equity -17,792.63
VI. Net after-tax of Other comprehensive
18,867.42 -85.60
income
Net after-tax of
other comprehensive income attributable to 18,867.42 -85.60
owners of the parent company.
(I)Other comprehensive income items that
will not be reclassified into gains/losses in
the subsequent accounting period
1.Re-measurement of defined benefit plans
of changes in net debt or net assets
2.Other comprehensive income under the eq
uity method investee can not be reclassified
into profit or loss.
(II)
Other comprehensive income that will be re 18,867.42 -85.60
classified into profit or loss.
1.Other comprehensive income under the eq
uity method investee can be reclassified into
profit or loss.
2.Gains and losses from changes in fair valu
e available for sale financial assets
3.Held-to-maturity investments reclassified
to gains and losses of available for sale fina
ncial assets
4.The effective portion of cash flow hedges
and losses
5.Translation differences in currency financi
18,867.42 -85.60
al statements
6.Other
39
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Net after-tax of
other comprehensive income attributable to
Minority shareholders’ equity
VII. Total comprehensive income 242,529,426.24 130,526,207.96
Total comprehensive income attributable to
242,547,218.87 130,526,207.96
the owner of the parent company
Total comprehensive income attributable
-17,792.63
minority shareholders
VIII. Earnings per share
(I)Basic earnings per share 1.43 0.77
(II)Diluted earnings per share 1.43 0.77
Legal representative :Chen Lue
Person-in-charge of the accounting work:Cui Hongli
Person-in -charge of the accounting organ:Ren Aping
6.Profit Statement of the Parent Between the Beginning of the Year and End of the Report Period
In RMB
Items Report period Same period of the previous year
I. Business income 2,246,511.00 1,988,275.00
Less:Business cost 196,684.18 252,880.00
Business tax and surcharge 150,843.28 105,214.00
Sales expense
Administrative expense 3,716,096.79 3,370,708.00
Financial expenses -953,917.56 -1,315,071.00
Asset impairment loss -14,568.79
Add:Gains from change of fir value
(“-”for loss)
Investment gain(“-”for loss) 383,969,705.11
Incl: investment gains from affiliates
II. Operational profit 383,121,078.21 -425,456.00
Add:Non-business income 68,036,587.28
Incl:Gains from disposal of
non-current assets
Less:Non business expenses 5,000.00
40
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Incl:Loss from disposal of
non-current assets
III.Total profit 451,157,665.49 -430,456.00
Less:Income tax expenses 108,609,278.25
IV. Net profit) 342,548,387.24 -430,456.00
V. Net after-tax of Other
comprehensive income
(I)Other comprehensive income
items that will not be reclassified into
gains/losses in the subsequent
accounting period
1.Re-measurement of defined benefit
plans of changes in net debt or net ass
ets
2.Other comprehensive income under
the equity method investee can not b
e reclassified into profit or loss.
(II)
Other comprehensive income that wil
l be reclassified into profit or loss.
1.Other comprehensive income under
the equity method investee can be re
classified into profit or loss.
2.Gains and losses from changes in fa
ir value available for sale financial as
sets
3.Held-to-maturity investments reclas
sified to gains and losses of available
for sale financial assets
4.The effective portion of cash flow h
edges and losses
5.Translation differences in currency
financial statements
6.Other
VI. Total comprehensive income 342,548,387.24 -430,456.00
VII. Earnings per share
(I)Basic earnings per share
(II)Diluted earnings per share
41
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Legal representative :Chen Lue
Person-in-charge of the accounting work:Cui Hongli
Person-in -charge of the accounting organ:Ren Aping
42
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
7. Consolidated Cash Flow Statement Between the Beginning of the Year and End of the Report Period
In RMB
Items Report period Same period of the previous year
I.Cash flows from operating activities
Cash received from sales of goods or
1,379,577,878.41 1,415,247,902.16
rending of services
Net increase of customer deposits and
capital kept for brother company
Net increase of loans from central bank
Net increase of inter-bank loans from other
financial bodies
Cash received against original insurance
contract
Net cash received from reinsurance
business
Net increase of disposal of financial assets
measured at fair value of which changes
are recorded into current gains and losses.
Cash received as interest, processing fee
and commission
Net increase of inter-bank fund received
Net increase of repurchasing business
Tax returned
Other cash received from business
349,234,449.67 95,989,514.20
operation
Sub-total of cash inflow 1,728,812,328.08 1,511,237,416.36
Cash paid for purchasing of merchandise
1,566,480,512.18 1,215,670,073.72
and services
Net increase of client trade and advance
Net increase of savings n central bank and
brother company
Cash paid for original contract claim
Cash paid for interest, processing fee and
commission
Cash paid for policy dividend
Cash paid to staffs or paid for staffs 156,672,144.42 71,753,209.25
43
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Taxes paid 120,883,336.29 99,806,627.88
Other cash paid for business activities 212,347,665.70 162,581,327.43
Sub-total of cash outflow from business
2,056,383,658.59 1,549,811,238.28
activities
Cash flow generated by business operation,
-327,571,330.51 -38,573,821.92
net
II.Cash flow generated by investing
Cash received from investment retrieving
Cash received as investment gains
Net cash retrieved from disposal of fixed
assets, intangible assets, and other 89,678.00 105,388.10
long-term assets
Net cash received from disposal of
subsidiaries or other operational units
Other investment-related cash received
Sub-total of cash inflow due to investment
89,678.00 105,388.10
activities
Cash paid for construction of
fixed assets, intangible assets 35,996,053.16 22,823,196.83
and other long-term assets
Cash paid as investment
Net increase of loan against pledge
Net cash received from subsidiaries and
other operational units
Other cash paid for investment activities 3,884.29
Sub-total of cash outflow due to
35,999,937.45 22,823,196.83
investment activities
Net cash flow generated by investment -35,910,259.45 -22,717,808.73
III.Cash flow generated by financing
Cash received as investment
Incl: Cash received as investment from
minor shareholders
Cash received as loans 572,000,000.00 195,000,000.00
Cash received from bond placing
Other financing –related ash received 168,190,000.00 129,033,904.10
Sub-total of cash inflow from financing
740,190,000.00 324,033,904.10
activities
44
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Cash to repay debts 387,220,050.95 150,000,000.00
Cash paid as dividend, profit, or interests 22,094,169.18 9,961,777.77
Incl: Dividend and profit paid by
subsidiaries to minor shareholder
Other cash paid for financing activities 95,461,627.00 103,554,396.13
Sub-total of cash outflow due to financing
504,775,847.13 263,516,173.90
activities
Net cash flow generated by financing 235,414,152.87 60,517,730.20
IV. Influence of exchange rate alternation
-2,820,849.71 792,532.48
on cash and cash equivalents
V.Net increase of cash and cash equivalents -130,888,286.80 18,632.03
Add: balance of cash and cash equivalents
243,759,954.90 67,525,829.38
at the beginning of term
VI ..Balance of cash and cash equivalents at
112,871,668.10 67,544,461.41
the end of term
Legal representative :Chen Lue
Person-in-charge of the accounting work:Cui Hongli
Person-in -charge of the accounting organ:Ren Aping
8. Cash Flow Statement of the Parent Between the Beginning of the Year and End of the Report Period
In RMB
Items Amount in this period Amount in last period
I.Cash flows from operating activities
Cash received from sales of goods or
2,246,511.00 3,411,993.00
rending of services
Tax returned
Other cash received from business
2,287,234.95 1,571,917.00
operation
Sub-total of cash inflow 4,533,745.95 4,983,910.00
Cash paid for purchasing of merchandise
and services
Cash paid to staffs or paid for staffs 1,026,970.10 1,131,507.00
Taxes paid 908,947.67 810,942.00
Other cash paid for business activities 4,031,645.42 2,435,063.00
45
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Sub-total of cash outflow from business
5,967,563.19 4,377,512.00
activities
Cash flow generated by business operation,
-1,433,817.24 606,398.00
net
II.Cash flow generated by investing
Cash received from investment retrieving
Cash received as investment gains
Net cash retrieved from disposal of fixed
assets, intangible assets, and other
long-term assets
Net cash received from disposal of
subsidiaries or other operational units
Other investment-related cash received 40,084.65
Sub-total of cash inflow due to investment
40,084.65
activities
Cash paid for construction of
fixed assets, intangible assets
and other long-term assets
Cash paid as investment
Net cash received from subsidiaries and
other operational units
Other cash paid for investment activities 7,079,094.11
Sub-total of cash outflow due to investment
7,079,094.11
activities
Net cash flow generated by investment -7,039,009.46
III.Cash flow generated by financing
Cash received as investment
Cash received as loans
Cash received from bond placing
Other financing –related ash received
Sub-total of cash inflow from financing
activities
Cash to repay debts
Cash paid as dividend, profit, or interests
Other cash paid for financing activities
Sub-total of cash outflow due to financing
activities
46
Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015.
Net cash flow generated by financing
IV. Influence of exchange rate alternation
on cash and cash equivalents
V.Net increase of cash and cash equivalents -8,472,826.70 606,398.00
Add: balance of cash and cash equivalents
8,480,977.11 10,557,501.00
at the beginning of term
VI ..Balance of cash and cash equivalents at
8,150.41 11,163,899.00
the end of term
Legal representative :Chen Lue
Person-in-charge of the accounting work:Cui Hongli
Person-in -charge of the accounting organ:Ren Aping
II. Auditor‘s report
Whether the Q3 report is audited
□ Yes √ No
The Q3 Report is not audited.
The Board of Directors Shenzhen Victor Onward Textile Industrial Co., Ltd.
October 31, 2015
47