中冠B:2015年第三季度报告全文(英文版)

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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.

2

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

3

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.

4

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

5

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

10

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

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