鲁 泰B:2015年年度报告(英文版)

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The 2015 Annual Report of Lu Thai Textile Co., Ltd.

LU THAI TEXTILE CO., LTD.

THE 2015 ANNUAL REPORT

March 2016

1

The 2015 Annual Report of Lu Thai Textile Co., Ltd.

Section I Important Statements, Contents & Terms

The Board of Directors, the Supervisory Committee as well as the directors, supervisors and senior

management staff of Lu Thai Textile Co., Ltd. (hereinafter referred to as the “Company”) warrant

that this Report is factual, accurate and complete without any false information, misleading

statements or material omissions. And they shall be jointly and severally liable for that.

Liu Zibin, company principal, Zhang Hongmei, chief of the accounting work, and Zhang Keming,

chief of the accounting organ (chief of accounting), hereby confirm that the Financial Report

enclosed in this Report is factual, accurate and complete.

Except for the following directors, all the other directors attended in person the board meeting for

the review of this Report.

Reason for not attending in

Name Office title Proxy

person

Wang Lei Independent Director For reason of work Zhou Zhiji

Xu Jianjun Independent Director For reason of work Zhao Yao

The Company has described in detail in this Report the possible risks. Please refer to the contents

about the major risks and countermeasures in “Outlook of the Company’s future development” in

“Section IV Discussion & Analysis by the Management” of this Report. Securities Times, Shanghai

Securities News, China Securities Journal, Ta Kung Pao (HK) and www.cninfo.com.cn have been

designated by the Company for its information disclosure in 2016. And all information about the

Company shall be subject to what’s disclosed on the aforesaid media. Investors are kindly reminded

to pay attention to investment risks.

The Company’s preliminary plan for profit distribution upon review and approval at the board

meeting: Based on the total shares of 954,407,896, a cash dividend of RMB5 (tax included) will be

distributed to all the shareholders for every 10 shares that they hold. No bonus shares will be

granted and no capital reserves will be turned into share capital.

This Report is prepared in both Chinese and English. Should there be any understanding

discrepancy between the two versions, the Chinese version shall prevail.

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The 2015 Annual Report of Lu Thai Textile Co., Ltd.

Contents

Section I Important Statements, Contents & Terms ....................................................................... 2

Section II Company Profile & Financial Highlights ....................................................................... 5

Section III Business Profile ............................................................................................................... 9

Section IV Discussion & Analysis by the Management ................................................................ 12

Section V Significant Events ........................................................................................................... 30

Section VI Changes in Shares & Shareholders ............................................................................. 41

Section VII Preference Shares......................................................................................................... 48

Section VIII Directors, Supervisors, Senior Management Staff & Employees .......................... 49

Section IX Corporate Governance ................................................................................................. 63

Section X Financial Report ............................................................................................................. 72

Section XI Documents Available for Reference ........................................................................... 222

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The 2015 Annual Report of Lu Thai Textile Co., Ltd.

Terms

Term Specific meaning

Issuer, Company, the Company Lu Thai Textile Co., Ltd.

The Board of Directors The Board of Directors of Lu Thai Textile Co., Ltd.

The Supervisory Committee The Supervisory Committee of Lu Thai Textile Co., Ltd.

CSRC China Securities Regulation Commission

Yuan, Ten thousand RMB Yuan, RMB Ten thousand

The “Company Law” The “Company Law of the People‘s Republic of China”

The “Securities Law” The “Securities Law of the People‘s Republic of China”

Reporting period 1 Jan. 2015-31 Dec. 2015

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The 2015 Annual Report of Lu Thai Textile Co., Ltd.

Section II Company Profile & Financial Highlights

I. Basic information of the Company

Stock abbr. Lu Thai A, Lu Thai B Stock code 000726, 200726

Stock abbr. after change (if any) No changes

Stock exchange Shenzhen Stock Exchange

Company name in Chinese 鲁泰纺织股份有限公司

Abbr. of Company name in Chinese 鲁泰纺织

Company name in English (if any) LU THAI TEXTILE CO., LTD

Abbr. of Company name in English (if any) LTTC

Legal representative Liu Zibin

No. 11, Mingbo Road, High-tech Industry Development Zone, Zibo, Shandong,

Registered address

P.R.China

Zip code 255086

No. 81, Songling East Road, Zichuan District, Zibo, Shandong, P.R.China; No. 11,

Office address

Mingbo Road, High-tech Industry Development Zone, Zibo, Shandong, P.R.China

Zip code 255100; 255086

Company website www.lttc.com.cn

Email address lttc@lttc.com.cn

II. Contact information

Company Secretary Securities Affairs Representative

Name Qin Guiling Zheng Weiyin

No. 81, Songling East Road, Zichuan District, Zibo, No. 81, Songling East Road, Zichuan District, Zibo,

Contact address

Shandong, P.R.China Shandong, P.R.China

Tel. 0533-5266188 0533-5285166

Fax 0533-5418805;5282188-234 0533-5418805

E-mail address qinguiling@lttc.com.cn wyzheng@lttc.com.cn

III. About information disclosure and where this Report is placed

Newspapers designated by the Company for Securities Times, Shanghai Securities News, China Securities Journal and

information disclosure Ta Kung Pao (HK)

Internet website designated by CSRC for disclosing www.cninfo.com.cn

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The 2015 Annual Report of Lu Thai Textile Co., Ltd.

this Report

Where this Report is placed The Securities Department of the Company

IV. Changes in the registered information

Organizational code 91370300613281175K

Changes in main business since listing (if any) No changes

Changes of controlling shareholder (if any) No changes

V. Other information

The CPAs firm hired by the Company

Name Ruihua Certified Public Accountants LLP

5-11F, West Tower, China Overseas Property Plaza, Block No. 7, Compound No. 8, Xibinhe

Office address

Road, Yongdingmen, Dongcheng District, Beijing, P.R.C.

Signing accountants He Feng, Cui Xiaoli

Sponsor engaged by the Company to conduct consistent supervision during the reporting period

□ Applicable √ Inapplicable

Financial consultant engaged by the Company to conduct consistent supervision during the reporting period

□ Applicable √ Inapplicable

VI. Accounting and financial highlights

Does the Company adjust retrospectively or restate the accounting data of previous years due to changes in the accounting policy or

correction of accounting errors?

□ Yes √ No

Increase/decrease of current

2015 2014 2013

year over last year

Operating revenues (RMB Yuan) 6,173,322,778.61 6,169,688,792.53 0.06% 6,478,245,029.16

Net profits attributable to shareholders of

712,193,243.19 958,725,402.84 -25.71% 999,256,730.65

the Company (RMB Yuan)

Net profits attributable to shareholders of

the Company after extraordinary gains and 718,263,125.89 876,095,180.42 -18.02% 929,001,764.94

losses (RMB Yuan)

Net cash flows from operating activities

1,027,595,404.34 1,112,095,349.02 -7.6% 1,453,925,021.59

(RMB Yuan)

Basic EPS (RMB Yuan/share) 0.750 1.000 -25.00% 1.04

Diluted EPS (RMB Yuan/share) 0.750 1.000 -25.00% 1.04

Weighted average ROE (%) 10.66% 15.39% -4.73% 17.90%

As at 31 Dec. As at 31 Dec. Increase/decrease of current As at 31 Dec.

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The 2015 Annual Report of Lu Thai Textile Co., Ltd.

2015 2014 year-end than last year-end 2013

Total assets (RMB Yuan) 9,091,170,499.22 8,627,671,393.88 5.37% 8,411,948,561.49

Net assets attributable to shareholders of the

6,837,113,075.58 6,588,772,245.55 3.77% 5,988,054,133.73

Company (RMB Yuan)

VII. Differences of the accounting data under the domestic and the overseas accounting

standards

1. Differences of the net profits and the net assets disclosed in the financial reports prepared under the

international and the Chinese accounting standards

√ Applicable □ Inapplicable

Unit: RMB Yuan

Net profits attributable to shareholders of the Net assets attributable to shareholders of the

Company Company

2015 2014 Closing amount Opening amount

According to Chinese accounting

712,193,243.19 958,725,402.84 6,837,113,075.58 6,588,772,245.55

standards

Items and amounts adjusted according to international accounting standards

Impact on domestic equipment tax

credit recognized as deferred

1,015,000.00 1,225,000.00 -1,054,000.00 -2,069,000.00

income under international

accounting standards

According to international

713,208,243.19 959,950,402.84 6,836,059,075.58 6,586,703,245.55

accounting standards

2. Differences of the net profits and the net assets disclosed in the financial reports prepared under the

overseas and the Chinese accounting standards

□ Applicable √ Inapplicable

No such differences for the reporting period

3. Reason for any differences in the accounting data under the domestic and the overseas accounting

standards

√ Applicable □ Inapplicable

Effects of domestic equipment exempted from income tax

The Company exempted from income tax for buying domestic equipment. According to Chinese accounting standards, the income

tax expenses are directly reduced which are recognized as deferred income related to assets by the international accounting standards.

According to the regulations of the international accounting standards, this difference is amortized over the fixed using periods of

year of the fixed assets and adjusting net income and net assets.

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The 2015 Annual Report of Lu Thai Textile Co., Ltd.

VIII. Financial highlights by quarter

Unit: RMB Yuan

Q1 Q2 Q3 Q4

Operating revenues 1,428,557,406.74 1,513,278,490.42 1,569,500,236.21 1,661,986,645.24

Net profits attributable to

152,714,080.35 191,807,436.37 204,342,167.24 163,329,559.23

shareholders of the Company

Net profits attributable to

shareholders of the Company after 131,929,166.88 176,675,290.53 188,913,906.19 220,744,762.29

extraordinary gains and losses

Net cash flows from operating

-97,329,127.52 457,602,609.70 473,236,649.61 194,085,272.55

activities

Any material differences between the financial indicators above or their summations and those which have been disclosed in

quarterly or semi-annual reports?

□ Yes √ No

IX. Extraordinary gains and losses

√ Applicable □ Inapplicable

Unit: RMB Yuan

Item 2015 2014 2013 Note

Gains/losses on disposal of non-current assets (including offset part of

-4,666,157.56 -3,316,012.55 432,380.47

asset impairment provisions)

Government grants recognized in current period, except for those

acquired in ordinary course of business or granted at certain quotas or 43,266,788.43 99,126,878.52 51,990,074.84

amounts according to government’s unified standards

Gains and losses on change in fair value from tradable financial assets

and tradable financial liabilities, as well as investment income from

disposal of tradable financial assets and tradable financial liabilities and -29,145,915.85 -5,319,435.30 33,746,810.30

financial assets available for sales except for effective hedging related

with normal businesses of the Company

Non-operating income and expense other than above 3,432,535.47 21,173,199.30 1,991,154.72

Less: Income tax effects 12,302,309.25 22,913,850.04 12,701,157.60

Minority interests effects (after tax) 6,654,823.94 6,120,557.51 5,204,297.02

Total -6,069,882.70 82,630,222.42 70,254,965.71 --

Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory

Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and

Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item

□ Applicable √ Inapplicable

No such cases in the reporting period.

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The 2015 Annual Report of Lu Thai Textile Co., Ltd.

Section III Business Profile

I. Main business during the reporting period

(I) Lu Thai, unremittingly taking “creating wealth, contributing to the society, clothing the country and boosting the development of

the world” as its mission, has been practicing the value of “people foremost policy, rigorous scientific attitude, client oriented

principle and integrity for win-win outcome” for a long time. It is devoted to improving and expanding its industrial chain, making it

a renowned textile and garment business group combing cotton breeding, spinning, bleaching and dyeing, neatening, testing, garment

making and marketing. Lu Thai produces and sells middle and high-grade yarn-dyed fabric and dyeing fabric for shirts and garment.

It claimed its fame for its comprehensive management, R&D ability, advanced technology, international development plan and stable

quality. Moreover, it also attaches great importance to improve the added value of its products, explore the emerging market and

renew its service philosophy. With natural fabric as its flagship, multi-component functional fiber fabric as its spearhead and

wash-and-wear non-ironing technology as its core competency, the company kept a watchful eye on the latest consumption trend.

Great attention was paid to improve its healthy product series so as to satisfy the needs from the diversified and personalized market.

(II) At the current stage, the textile industry of China is encircled by transnational development and is gaining its strength to be

become mature. Lu Thai had already become the largest world renowned manufacturer for high-grade yarn dyed fabric and

premium-brand shirts. It had paved its development pattern featured in going green, low-carbon growth, science and technology and

humanism. Its operation performance was always among the top comparing to its peers. 80% of Lu Thai’s products were exported

over 30 countries and regions in the world, including America, EU and Japan. The export percentage for high-grade yarn dyed

fabric--a self-owned brand attained 70% of its export volume, accounting for 18% of the world’s export market share.

II. Significant changes in the main assets

1. Significant changes in the main assets

Main asset Reason for any significant change

RMB205,094,029.50 as at 31 Dec. 2015, up 65.95% from opening amount, mainly

Construction in progress because of new inputs to Lu Thai (Burma) Garment project and Lu Thai (Vietnam)

Yarn-Dyed Fabric project

2. Main assets overseas

√ Applicable □ Inapplicable

Unit: RMB Yuan

Control

In the Major

Operating measures to

Asset Formation Asset size Location Earnings Company’s impairment

model ensure asset

net assets (%) risk

safety

Lu Thai Incorporated 180,789,341. Hong Kong Marketing Main 2.48% No

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The 2015 Annual Report of Lu Thai Textile Co., Ltd.

(Hong Kong) 72 management -16,409,743.2

Textile Co., personnel 3

Ltd. sent by the

Company

Main

Lu Thai

management

(America)

Incorporated 3,378,019.21 New York Marketing personnel -1,323,176.68 0.05% No

Textile Co.,

sent by the

Ltd.

Company

Main

Lu Thai

management

(Cambodia) 126,607,849.

Incorporated Svay Rieng OEM personnel -3,635,621.46 1.74% No

Textile Co., 74

sent by the

Ltd.

Company

Main

Lu Thai

management

(Burma) 64,795,506.1

Incorporated Rangoon OEM personnel -2,179,265.92 0.89% No

Textile Co., 6

sent by the

Ltd.

Company

Main

Lu Thai

management

(Vietnam) 220,124,832. -11,603,294.8

Incorporated Tay Ninh OEM personnel 3.03% No

Textile Co., 04 4

sent by the

Ltd.

Company

III. Core competitiveness analysis

The comprehensive management ability, research and development ability, technological accumulation and global planning of the

Company’s whole industry chain are the Company's core competitiveness, which did not change during the reporting period.

1. A complete industrial chain and a global network: The Company boasts a complete industrial chain from cotton planting, yarning,

dyeing, weaving and post-processing to cloth manufacturing, and thus enjoys the cost advantage brought by complete steps for

producing high-end dyed textile. The Company has set up production bases in Cambodia, Burma, Vietnam, etc., a design agency in

Italy and a market service agency in America, which helps give full play to its international resources, form a global business

network and solidify its internationally leading position as a yarn-dyed fabric maker.

2. The sound comprehensive management capacity and an efficient quality control system: The Company has passed ISO9000

quality management system, ISO14000 environmental management system, OHSAS18000 occupational health safety management

system, and SA8000 social accountability management system successively from 1995. Ever since 2007, the Company has also

passed WRAP: 1999 global garment production social accountability standard, C-TPAT: 2004 anti-terrorism standard, OE100 and

GOTS organic cotton system certification and CNAS national laboratory recognition, to realize the internationalization and

standardization of the Company’s management. In order to pursue the operational management of performance excellence and better

the Company’s performance and capability, the Company has gradually introduced GB/T19580-2004 -Standards for Performance

Excellence Evaluation, created “Great Quality” system and promoted management innovation, to ensure the Company’s business

quality.

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The 2015 Annual Report of Lu Thai Textile Co., Ltd.

3. It enjoyed strong R&D capability and high-end technological platform for cooperation. The company highly valued self-dependent

innovation and made full use of various technology platforms, inclusive of the National Enterprise Technical Center, National

Talent-indraught Demonstration Base and Shandong Engineering and Technological Research Center. Moreover, Lu Thai also

reinforced its technical cooperation with scientific research institutes, colleges and universities, strategic clines and major suppliers.

It was committed to cutting-edge technical research, and transformed itself from product development to technical researches step by

step. What’s more, the company also upgraded itself from overcoming key technological difficulties to master technical principles

and set up industrial standards. In the past, it only focused on technical innovation, but now, it is exploring new technology on one

hand and boosting innovation on the other for better growth. Consequently, the company pushed forward its development in a green,

low-carbon and cyclic manner and strengthened its vitality and growing momentum. Meanwhile, the share of technology to its

development was also increased, which could push forward industrial upgradation.

4. It boasted considerate and efficient customer’s service. With customer-oriented principle as its guidance, the company

comprehensively enhanced its quality control so as to persistently provide high standard service and set up an industry-leading brand

image, which, in return, could help to win customer’s satisfaction and market recognition. Quality awareness was weaved into every

step of the manufacturing process and the impeccable quality traceability ensured product reputation. Objective analysis and thinking

in the customer’s perspective was the company’s service rule, which also helped to win the customers’ trust.

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The 2015 Annual Report of Lu Thai Textile Co., Ltd.

Section IV Discussion & Analysis by the Management

I. Summary

In 2015, the textile industry faced a complicated external situation characteristic of weak market demand, rising costs of production

factors and a significant cutdown in the cotton import quota. These unfavorable factors further brought up the production costs of

enterprises and weakened the competitiveness in export. Meanwhile, the textile and garment processing industries in Southeast Asia

rose quickly. The Company felt the double pressures from the market and costs. Under the circumstances, the Company, based on its

actual situation and that of the industry, continued to deepen the excellent performance management model, vigorously promoted the

Lu Thai Production System (LTPS), proactively implemented its global planning, accelerated the industrial and informatization

fusion, pushed forward innovation and enhanced corporate culture improvement. As such, the Company managed to maintain a

healthy and steady development trend.

For the reporting period, the Company achieved operating revenues of RMB6.173 billion, operating profits of RMB841 million, net

profits of RMB712 million attributable to shareholders of the Company, and net profits of RMB718 million after deducting

non-recurring gains and losses, up by 0.06%, -19.09%, -25.71% and -18.02% respectively as compared with last year. During the

reporting period, the main business and profit sources of the Company, as well as their composition, remained unchanged.

During the reporting period, substantial promotion had been made in its internationalization layout, management upgradation,

innovation-driven development and qualified service. In 2015, the company won the title of “Pilot Enterprise for Informationalization

Reform of the Textile Industry”, and successively claimed the fame as the “Five-star Enterprise” who had fulfilled its social

responsibility, “National Demonstration Zone for Enterprise Cultural Construction”, “National Benchmarking Enterprise for Quality

and Integrity”, “Demonstration Enterprise for International Layout” and “National Demonstration Enterprise for Technical

Innovation”. It sought its way to go abroad to improve its global layout. With the development of global resource integration getting

momentum with each passing day, the Chinese textile industry goes abroad is an inevitable trend. In order to give full play to the

technology and brand in dyed textile and shirt processing, the company effectively integrated advantageous resources at home and

abroad, efficiently avoided the impacts of potential trade barriers, attained overall international industrial layout and maintained the

company’s leading position in global dyed textile industry. In 2014, the Company successively established Lu Thai (Milan) Office,

Lu Thai (America) Co., Ltd., Lu Thai (Cambodia) Company, Lu Thai (Myanmar) Company and Lu Thai (Vietnam) Company. By

doing so, the company was able to compete fairly in product design, market information gathering, after-sales service and product

manufacturing. During the report period, the 2nd stage of Lu Thai (Cambodia) Company was put into production successfully and

now is under operation, and the Lu Thai (Myanmar) Company was also on its production phase. The 1st stage spinning production

line of the Vietnam yarn-dyed fabric totaled 30,000 spindles, which had been officially put into production at the end of the reporting

period. The weaving project and production line arrangement are being handled orderly and it is expected to put into production in

the second half year of 2016. What’s more, the production line for shirts in Vietnam is under construction according to the plan.

Lu Thai implemented supreme performance management to improve its production mode (LTPS). The company continuously took

the market as its guidance and qualified service as its center to optimize the R&D process. With integrated resources, the company

managed to provide one-to-one service for strategic clients to win their credibility. Besides, it pushed forward the supreme

performance management broadly for the sake of improving its production mode and polishing the management in a scientific and

systemic manner. By doing so, the company’s system was enhanced, working process was standardized and internal control was

improved. During the reporting period, it passed the management system certification for Integrating IT application with

Industrialization. Its subsidiaries passed the ISO 9000 QMSC and BIC Fine Cotton Planting Certificate. Moreover, Lufeng Weaving

Dye Company and Lu Thai (Cambodia) Company passed the SA8000 Social Responsibility Certificate successively, which pushed

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The 2015 Annual Report of Lu Thai Textile Co., Ltd.

its management to a higher level. Great attention was paid to employee relation management, quality training and “craftsmanship”

spirit cultivation. 10 outstanding staff was selected to group a talent pool in the 1st “Lu Thai Golden Craftman” campaign. The

company also created platforms for the development of its working staff, through which, their mental health and stability could be

maintained. By integrating resources from the supply chain and unremittingly polishing its quality, Lu Thai had made great

achievements in shortening production period, reducing product inventory and improving first pass yield (FPY) through one year’s

hard work.

Lu Thai gave full play to R&D and implemented the innovation-driven policy. Investment in R&D was unceasingly increased, which

currently, occupies 4.87% of its operation revenue. In 2015, its key manufacturing process, major equipment and special working

stages had been automated and intelligentialized. “Automated digital polyester yarn dyeing technology and equipment”, which had

won the first prize of the National Scientific and Technological Awards, is promoted throughout the company. Meanwhile, garment

3D measurement, MTM automatic sample making technology and CAM automate tailor system were brought in by the company to

boost upgradation for each and every producing step. As for new product development, the company maintained one-to-one R&D

matchmaking with TMW, PVH in America and Uniqlo and Ltochu in Japan. Thus, a series of Lu Thai-style engraved products,

featuring high technology content cropped out by making full use of the upstream and downstream resources, and integrated

innovation of the whole product chain was achieved. In 2015, its R&D for technology of warp yarn foam sizing and industrial

application won the “First Prize of Scientific and Technological Development” awarded by China Textile Industry Association.

During the reporting period, the company won one first prize and one second prize of scientific and technological development

awarded by the China Textile Industry Association, one second prize of this sort in the provincial level. Besides, 78 patents were

declared and accepted. The company also participated in enacting 1 national standard. Up till now, it altogether won 42 prizes in the

national and provincial level, including 1 first prize and 2 second prizes of National Scientific and Technological Awards and 8 first

prizes at the provincial stage. 333 patents were applied and accepted, of which, 208 were authorized ones. What’s more, the company

also involved in or taking over 26 standards.

It upgraded itself from “made in Lu Thai” to “created in Lu Thai” to improve its brand influence. The company took full advantage

of its Milan Office in Italy and the subsidiary in America to internationalize its creativity and design and advance its upgradation

from “made in Lu Thai” to “created in Lu Thai”. Now, the sales for self-designed fabric takes up to 9.95% of its total production.

Owning to the product promotion conferences convened in Milan, New York andTokyo, Lu Thai established the long-term strategic

cooperation with world-renowned clients, including Burberry (U.K.), Oxford (USA), Armani and Gucci(Italy), Uniqlo (Japan) and

TAL (Hong Kong), which escalated its brand influence and popularity with time passing by. In 2015, its work “Flower Shadowing”

won the only gold prize in the “International Fabric Design Competition (China) and the 33rd (2016 Spring & Summer) Chinese

Fashionable Fabric Contest”.

Beijing Lutai Youxian E-Commerce Co., Ltd, a subsidiary of Lu Thai, was established in 2014. It is equipped with the O2O mode

featuring “place order online and conduct measurement by visiting the customers”. Customers can make an appointment and order

conveniently through Utailor, Vshop, Jingdong Flagship Store or dial 400 telephone. The company provides customized service for

clients ordering high-grade shirts. Since “UTAILORE”, one of its high-end men’s clothing was pushed to the market, repeat purchase

rate from its customers, old and new, is rising consistently. Now, its business covers the first-tire cities, inclusive of Beijing, Shanghai,

Shenzhen and Guangzhou, which paves the way for the promotion of its garment brands.

At the current stage, Lu Thai, with natural fabric as its flagship, multi-component functional fiber fabric as its spearhead,

wash-and-wear non-ironing technology as its core competency, the latest consumption trend as its guidance and internationalized

industrial manufacturing as its basis, is sparing every effort to attain a global integrated development, so as to ensure its leading

position in the yarn-dyed shirt fabric sector.

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The 2015 Annual Report of Lu Thai Textile Co., Ltd.

II. Main business analysis

1. Summary

For the reporting period, the Company achieved operating revenues of RMB6.173 billion, up 0.06% from last year, with operating

costs being RMB4.341 billion, up 2.51% from last year; selling expenses being RMB192 million, up 7.66% from last year; and R&D

expenses being RMB295 million, up 2.05% from last year. And the net cash flows from operating activities stood at RMB10.28

billion, down 7.60% from last year.

2. Revenues and costs

(1) Breakdown of the operating revenues

Unit: RMB Yuan

2015 2014

In operating In operating +/-

Amount Amount

revenues revenues

Operating revenues 6,173,322,778.61 100% 6,169,688,792.53 100% 0.06%

By segment

Textile and apparel 5,666,835,971.98 91.80% 5,491,403,490.30 89.01% 3.19%

Cotton 36,667,302.61 0.59% 169,177,438.50 2.74% -78.33%

Electricity and steam 130,561,983.84 2.11% 193,169,049.60 3.13% -32.41%

Other 339,257,520.18 5.50% 315,938,814.13 5.12% 7.38%

By product

Fabric products 4,497,661,649.68 72.86% 4,398,270,311.79 71.29% 2.26%

Shirts 1,169,174,322.30 18.94% 1,093,133,178.51 17.72% 6.96%

Cotton 36,667,302.61 0.59% 169,177,438.50 2.74% -78.33%

Electricity and steam 130,561,983.84 2.11% 193,169,049.60 3.13% -32.41%

Other 339,257,520.18 5.50% 315,938,814.13 5.12% 7.38%

By area

Hong Kong 319,142,637.77 5.17% 415,169,226.47 6.73% -23.13%

Japan and South

404,101,936.72 6.55% 363,024,424.30 5.88% 11.32%

Korea

Southeast Asia 1,877,255,492.74 30.41% 1,486,896,361.41 24.10% 26.25%

Europe and America 1,002,515,150.25 16.24% 1,020,006,777.63 16.53% -1.71%

Other 486,694,905.10 7.88% 803,797,996.36 13.03% -39.45%

China Mainland 2,083,612,656.03 33.75% 2,080,794,006.36 33.73% 0.14%

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The 2015 Annual Report of Lu Thai Textile Co., Ltd.

(2) Segments, products or areas contributing over 10% of the operating revenues or profits

√ Applicable □ Inapplicable

Unit: RMB Yuan

Operating Gross profit

Operating Gross profit Operating cost:

Operating cost revenue: YoY margin: YoY

revenue margin YoY +/-%

+/-% +/-%

By segment

Textile and

5,666,835,971.98 3,991,647,481.25 29.56% 3.19% 6.54% -2.21%

apparel

By product

Fabric products 4,497,661,649.68 3,169,035,497.16 29.54% 2.26% 5.24% -2.00%

Shirts 1,169,174,322.30 822,611,984.09 29.64% 6.96% 11.85% -3.08%

By area

Southeast Asia 1,877,255,492.74 1,322,693,477.95 29.54% 26.25% 26.88% -0.35%

Europe and

1,002,515,150.25 705,727,873.56 29.60% -1.71% 0.98% -1.88%

America

China Mainland 2,083,612,656.03 1,460,389,306.07 29.91% 0.14% 4.99% -3.24%

Main business data of the previous year restated according to the changed statistical caliber for the reporting period

□ Applicable √ Inapplicable

(3) Product sales revenue higher than the service revenue

√ Yes □ No

Business segment Item Unit 2015 2014 +/-

Sales volume (0,000 meters) 22,207.14 22,459 -1.12%

Textile and fabric Output (0,000 meters) 25,468.85 25,202 1.06%

Stock (0,000 meters) 3,104.67 2,513 23.54%

Sales volume (0,000 pieces) 1,837.08 1,758.74 4.45%

Textile and apparel Output (0,000 pieces) 1,859.32 1,751.19 6.17%

Stock (0,000 pieces) 126.46 108.8 16.23%

Sales volume (ton) 2,903.68 9,119.35 -68.16%

Cotton Output (ton) 13,634 23,469.35 -41.91%

Stock (ton) 4,683 4,926.94 -4.95%

Sales volume (000 KWH) 108,044.04 244,997.45 -55.90%

Electricity Output (000 KWH) 383,485.09 362,383.79 5.82%

Stock (000 KWH)

15

The 2015 Annual Report of Lu Thai Textile Co., Ltd.

Sales volume (ton) 307,894.71 338,604.87 -9.07%

Steam Output (ton) 1,241,941.61 1,222,788.48 1.57%

Stock (ton)

Reason for any over 30% YoY movements in the data above

√ Applicable □ Inapplicable

1. The sales volume of cotton stood at 2,903.68 tons in 2015, down 68.16% over last year, which was mainly because the Lu Thai

subsidiary in Xinjiang sold less reserved cotton. The cotton output stood at 13,634 tons in 2015, down 41.91% over last year, which

was mainly because the output of the unginned cotton decreased due to the weather.

2. 108,044,040 KWH of electricity was sold in 2015, down 55.90% from last year, mainly because the electricity sold by Xinsheng

Thermal Power to the Company increased by 158,054,720 KWH from last year.

(4) Execution progress of major signed sales contracts in the reporting period

□ Applicable √ Inapplicable

(5) Breakdown of the operating costs

By segment and product

Unit: RMB Yuan

2015 2014

Segment Item +/-

Amount In operating costs Amount In operating costs

Textile and

Operating cost 3,991,647,481.25 91.95% 3,746,686,521.54 88.48% 6.54%

apparel

Cotton Operating cost 30,736,539.86 0.71% 160,183,463.13 3.78% -80.81%

Electricity and

Operating cost 92,038,888.21 2.12% 131,997,341.43 3.12% -30.27%

steam

Other Operating cost 226,611,967.72 5.22% 195,717,092.68 4.62% 15.79%

Unit: RMB Yuan

2015 2014

Product Item +/-

Amount In operating costs Amount In operating costs

Fabric products Operating cost 3,169,035,497.16 73.00% 3,011,215,500.88 71.11% 5.24%

Shirts Operating cost 822,611,984.09 18.95% 735,471,020.66 17.37% 11.85%

Cotton Operating cost 30,736,539.86 0.71% 160,183,463.13 3.78% -80.81%

Electricity and

Operating cost 92,038,888.21 2.12% 131,997,341.43 3.12% -30.27%

steam

Other Operating cost 226,611,967.72 5.22% 195,717,092.68 4.62% 15.79%

Note:

Product Period Raw material Labor cost Depreciation Energy Manufacture Total

16

The 2015 Annual Report of Lu Thai Textile Co., Ltd.

expenses

2015 55.56% 17.50% 4.91% 12.92% 9.11% 100.00%

Fabric

2014 54.36% 17.44% 5.10% 12.70% 10.40% 100.00%

2015 55.71% 39.10% 1.61% 0.74% 2.84% 100.00%

Shirts

2014 58.76% 37.33% 1.07% 0.68% 2.16% 100.00%

(6) Changes in the consolidation scope for the reporting period

√ Yes □ No

Lu Thai (Vietnam), a new wholly-funded subsidiary, was incorporated in the current year, which was thus included in the

consolidation scope.

(7) Major changes in the business, products or services in the reporting period

□ Applicable √ Inapplicable

(8) Main customers and suppliers

Main customers

Total sales to top 5 customers (RMB Yuan) 1,344,639,213.27

Ratio of total sales to top 5 customers to annual total sales

21.78%

(%)

Information about the top 5 customers

Serial No. Name of customer Sales (RMB Yuan) Proportion in annual total sales (%)

1 TAL 456,970,643.83 7.40%

2 OLYMP 329,683,575.10 5.34%

CHENFENG (JIANGSU) GARMENT CO.,

3 207,401,266.16 3.36%

LTD.

4 THE MEN’S WEARHOUSE 189,583,188.61 3.07%

5 OXFORD 161,000,539.57 2.61%

Total -- 1,344,639,213.27 21.78%

Other information about the main customers

□ Applicable √ Inapplicable

Main suppliers

Total purchases from top 5 suppliers (RMB Yuan) 699,746,240.69

Ratio of total purchases from top 5 suppliers to annual

17.78%

total purchases (%)

Information about the top 5 suppliers

17

The 2015 Annual Report of Lu Thai Textile Co., Ltd.

Serial No. Name of supplier Purchase amount (RMB Yuan) Proportion in annual total purchases (%)

ZIBO POWER SUPPLY COMPANY OF

1 STATE GRID SHANDONG ELECTRIC 251,015,073.29 6.37%

POWER COMPANY

XINJIANG PRODUCTION AND

2 CONSTRUCTION CORPS COTTON 141,854,898.37 3.61%

AND LINEN COMPANY

AKESU YONGXING COTTON

3 115,594,056.29 2.94%

INDUSTRY CO., LTD.

4 ALLENBERG COTTON CO. 96,911,258.97 2.46%

5 SAN YANG TEXTILE CO., LTD. 94,370,953.77 2.40%

Total -- 699,746,240.69 17.78%

Other information about the main suppliers

□ Applicable √ Inapplicable

3. Expense

Unit: RMB Yuan

2015 2014 +/- Reason for any significant change

Selling expenses 191,933,295.19 178,283,494.87 7.66%

Administrative expenses 670,704,384.29 634,545,131.08 5.70%

Financial expenses 16,481,023.89 15,462,783.19 6.59%

4. R&D input

√ Applicable □ Inapplicable

With leading the technology development in the industry as the goal, the research staff of the Company work hard in new product

development, new technology promotion and transformation of new technological results to productivity to explore ways for

transforming the business mode, adjusting the structure and extending the industrial chain. These efforts will promote the Company’s

development towards an energy-saving and environment-friendly enterprise and truly achieve the sustainable development.

Particulars about the R&D input

2015 2014 +/-%

Number of R&D personnel 1,693 1,876 -9.75%

R&D personnel in total

10.17% 11.15% -0.98%

employees

R&D input (RMB Yuan) 294,928,756.29 289,005,271.10 2.05%

R&D input in operating

4.78% 4.68% 0.10%

revenues

Capitalized R&D input (RMB

0.00 0.00 0.00%

Yuan)

Capitalized R&D input in total

0.00% 0.00% 0.00%

R&D input

18

The 2015 Annual Report of Lu Thai Textile Co., Ltd.

Reasons for any marked YoY change of the proportion of the R&D input in the operating revenues

□ Applicable √ Inapplicable

Reasons for any sharp variation of the capitalization rate on the R&D input and rationale

□ Applicable √ Inapplicable

5. Cash flows

Unit: RMB Yuan

Item 2015 2014 +/-

Subtotal of cash inflows from operating activities 6,298,613,072.87 6,463,160,275.90 -2.55%

Subtotal of cash outflows from operating activities 5,271,017,668.53 5,351,064,926.88 -1.50%

Net cash flows from operating activities 1,027,595,404.34 1,112,095,349.02 -7.60%

Subtotal of cash inflows from investing activities 53,217,989.19 45,718,485.58 16.4%

Subtotal of cash outflows from investing activities 572,981,769.64 756,763,199.57 -24.29%

Net cash flows from investing activities -519,763,780.45 -711,044,713.99 26.90%

Subtotal of cash inflows from financing activities 1,535,434,022.24 950,315,336.83 61.57%

Subtotal of cash outflows from financing activities 1,948,641,555.44 1,576,552,414.64 23.60%

Net cash flows from financing activities -413,207,533.20 -626,237,077.81 34.02%

Net increase in cash and cash equivalents 116,301,675.35 -220,515,707.59 152.74%

Main influence factors for any significant YoY changes in the items above

√ Applicable □ Inapplicable

For the reporting period, net cash flows from financing activities stood at RMB-413,207,533.20, up 34.02% over last year, which was

mainly because the cash received as borrowings increased. Net increase in cash and cash equivalents stood at RMB116,301,675.35,

up 152.74% over last year, which was mainly because the net cash flows from financing activities increased as the Company

repurchased its B-shares and invested in storage funds .

Reasons for any big difference between the net operating cash flows and the net profits in the reporting period

□ Applicable √ Inapplicable

III. Non-core business analysis

√ Applicable □ Inapplicable

Unit: RMB Yuan

Amount In total profits (%) Source/reason Continuity

Gains on delivery of financial assets such as

Investment gains 31,540,015.51 3.57% No

forward exchange settlement

Gains/losses on fair value Losses on fair value changes of financial assets

-60,685,931.36 -6.87% No

changes and liabilities

Asset impairment 27,297,445.74 3.09% Inventory falling price provision, bad-debt No

19

The 2015 Annual Report of Lu Thai Textile Co., Ltd.

provision, etc.

Non-business revenue 52,201,733.84 5.91% Governmental subsidies No

Non-business expense 10,168,567.50 1.15% Losses on disposal of non-current assets No

IV. Asset and liability analysis

1. Significant changes in the asset composition

Unit: RMB Yuan

As at 31 Dec. 2015 As at 31 Dec. 2014 Proportion Reason for

In total In total assets change significant

Amount Amount

assets (%) (%) (%) change

Monetary funds 795,501,196.07 8.75% 666,293,798.30 7.72% 1.03%

Accounts receivable 262,848,042.62 2.89% 211,970,554.10 2.46% 0.43%

Inventories 1,743,963,973.24 19.18% 1,752,570,382.21 20.31% -1.13%

Investing real estate 0.00% 0.00% 0.00%

Long-term equity

0.00% 0.00% 0.00%

investment

Fixed assets 4,907,575,469.84 53.98% 4,930,848,056.04 57.15% -3.17%

Construction in progress 205,094,029.50 2.26% 123,585,226.80 1.43% 0.83%

Short-term borrowings 802,766,318.90 8.83% 517,452,946.24 6.00% 2.83%

Long-term borrowings 0.00% 9,904,645.59 0.11% -0.11%

2. Assets and liabilities measured at fair value

√ Applicable □ Inapplicable

Unit: RMB Yuan

Gain/loss on Cumulative fair

Impairment Purchased

Opening fair value value changes Sold amount in Closing

Item provisions in amount in

amount changes in recorded into current period amount

current period current period

current period equity

Financial assets

1. Financial

assets measured

at fair value of

which changes 71,696,678.7

are recorded 0.00 -17,296,256.36 100,348,429.28 7,196,971.33

0

into current

gains/losses

(excluding

derivative

20

The 2015 Annual Report of Lu Thai Textile Co., Ltd.

financial assets)

71,696,678.7

Total of above 0.00 -17,296,256.36 100,348,429.28 7,196,971.33

0

Financial 4,319,714,200. 3,013,340,900. 46,695,875.0

3,306,200.00 43,389,675.00

liabilities 00 00 0

Significant changes in the measurement attributes of the main assets in the reporting period

□ Yes √ No

V. Investment analysis

1. Total investments

□ Applicable √ Inapplicable

2. Significant equity investments made in the reporting period

□ Applicable √ Inapplicable

3. Significant non-equity investments ongoing in the reporting period

□ Applicable √ Inapplicable

4. Financial investments

(1) Securities investments

√ Applicable □ Inapplicable

Unit: RMB Yuan

Gain/los Cumulat

Variety Account s on fair ive fair

Code of Name of Initial Purchas Gain/los

of ing Opening value value Sold in Closing Account Source

ed in s in

securitie securitie investm measure book changes changes current book

securitie current current

ment value in recorde period value ing title of funds

s s ent cost model period period

s current d into

period equity

Guotai Transact

Domesti Fair

Junan 56,047, -17,857, 56,047, 1,939,1 -8,228,1 27,576, ional Own

c/overse 01788 value 0.00 0.00

Internati 956.99 878.38 956.99 45.60 10.00 964.80 financia funds

as stock method

onal l asset

Transact

Domesti Fair

14,918, -1,216,6 14,918, 13,692, ional Own

c/overse 02883 COSL value 0.00

675.44 20.88 675.44 542.85 financia funds

as stock method

l asset

Domesti Lianhua 10,354, Fair 513,605 10,354, 10,872, Transact Own

00980 0.00

c/overse Superma 818.47 value .66 818.47 439.58 ional funds

21

The 2015 Annual Report of Lu Thai Textile Co., Ltd.

as stock rket method financia

l asset

Transact

Domesti Fair

Jinjiang 8,286,1 967,284 8,286,1 9,260,9 ional Own

c/overse 02006 value 0.00

Hotel 27.16 .02 27.16 73.54 financia funds

as stock method

l asset

Transact

Domesti Guangsh Fair

3,559,2 -796,71 3,559,2 2,756,2 ional Own

c/overse 00525 en value 0.00

14.86 3.99 14.86 72.05 financia funds

as stock Railway method

l asset

Tong

Transact

Domesti Ren Fair

3,019,6 176,423 3,019,6 3,197,4 ional Own

c/overse 01666 Tong value 0.00

24.02 .08 24.02 26.40 financia funds

as stock Technol method

l asset

ogies

Transact

Domesti Fair

Wongtee 1,740,3 436,485 1,740,3 2,180,2 ional Own

c/overse 200056 value 0.00

B 18.30 .00 18.30 15.80 financia funds

as stock method

l asset

Transact

Domesti Fair

Chiwan 671,995 159,213 671,995 832,453 ional Own

c/overse 200053 value 0.00

Base B .80 .10 .80 .65 financia funds

as stock method

l asset

Transact

Domesti Fair

Shenzhe 546,310 -76,488. 546,310 469,224 ional Own

c/overse 200058 value 0.00

n SEG B .80 80 .80 .00 financia funds

as stock method

l asset

Transact

Domesti Chow Fair

429,038 -1,363.5 429,038 427,664 ional Own

c/overse 00116 Sang value 0.00

.32 0 .32 .16 financia funds

as stock Sang method

l asset

Other securities

774,349 774,349 399,798 774,349 5,257,8 1,860,0 430,501

investments held at -- 0.00 -- --

.12 .12 .33 .12 25.73 81.11 .87

period-end

100,348 100,348 -17,296, 100,348 7,196,9 -6,368,0 71,696,

Total -- 0.00 -- --

,429.28 ,429.28 256.36 ,429.28 71.33 28.89 678.70

Disclosure date of board

announcement on approval

of securities investment

Disclosure date of general

meeting announcement on

22

The 2015 Annual Report of Lu Thai Textile Co., Ltd.

approval of securities

investment (if any)

(2) Investment in financial derivatives

√ Applicable □ Inapplicable

Unit: RMB Ten thousand

Proporti

on of

closing

investm Actua

Related- Type of Amount Impairm ent l

Initial Opening Amount Closing

party derivativ purchas ent amount gain/l

Operato investm Beginni Ending investm sold in investm

Relation transacti e ed in provisio in the oss in

r ent ng date date ent reportin ent

on or investme reportin n (if Compan report

amount amount g period amount

not nt g period any) y’s ing

closing period

net

assets

(%)

Forward

Commer

Non-rel exchange 249,144. 2014-11 2016-06 21,213.8 227,930. 169,758. 79,386.2 2,827.

cial No 10.91%

ated settleme 24 -14 -28 8 36 03 1 33

bank

nt

Commer Foreign

Non-rel 2015-02 2015-11

cial No exchange 7,123.75 0 7,123.75 7,123.75 0 11.33

ated -11 -13

bank trading

Commer

Non-rel Option 228,752. 2014-10 2016-07 196,917. 124,452. 952.1

cial No 31,835 104,300 14.33%

ated portfolio 31 -21 -10 31 31 4

bank

485,020. 53,048.8 431,971. 301,334. 183,686. 3,790.

Total -- -- 25.24%

3 8 42 09 21 8

Capital source for derivative

Own funds

investment

Lawsuit (if applicable) No lawsuits

Disclosure date of board

announcement on approval of 2015-04-25

derivative investment (if any)

Disclosure date of general meeting

announcement on approval of

derivative investment (if any)

23

The 2015 Annual Report of Lu Thai Textile Co., Ltd.

The Company conducted derivatives products transaction in order for hedging. And the

forward settlement hedging was operated by installments, with the relevant amount not more

than the planned derivatives products transactions. And all derivatives products transaction

was zero-deposit. Meanwhile, the Company had a complete risk control system for sufficient

analysis and prevention of possible risks such as risk of laws and regulations, credit risk,

operation risk and market risk.

1. Risk concerning laws and regulations:

The Company conducted derivatives products transaction in strict accordance with relevant

laws and rules as well as regulatory policies from government securities regulatory

authorities, if there were no standard operation procedures and strict approval procedures, it

was easy to cause compliant and regulatory risks existing in the validity and feasibility of

contract, commitments and other legal documents signed.

Risk control measures: The Company carefully studied and mastered laws, regulations and

policies relevant to derivative products transaction, formulated internal control rules for the

forward settlement hedging business, standardized the operation procedures. And

strengthened the compliant examination on derivative products investment business, and

strictly abided by relevant laws, regulations and the Company’s internal management rules.

2. Credit risk and liquidity risk:

When the contract matures, the Company couldn’t deliver as scheduled due to insufficient

Risk analysis and risk control

liquidity, and the counterparty or the Company couldn’t fulfill the contract due to other

measures for derivative products held

aspects except the liquidity, which would cause credit risk and further economic losses for

in reporting period (including but not

the Company.

limited to market risk, liquidity risk,

credit risk, operation risk, legal risk, Risk control measures: the Company chose the powerful financial institutions with good

etc.) reputation as the counterparty, and signed standard derivative products transaction contract,

as well as strictly controlled the credit risk of counterparty. The Company conducted

derivative investment transactions according to the relevant approval procedure, which was

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

Management Rules for Derivative Investment of Lu Thai Textile Co., Ltd. and the Proposal

on the Plan of Lu Thai Textile Co., Ltd. for Derivative Transactions in 2015 approved at the

20th Session of the 7th Board of Directors on 23 Apr. 2015, and performed relevant

information disclosure responsibilities. The Company decided the up limit for the amount of

derivative products transaction according to the production and operation scale and the

progress of foreign exchange income for the Company, and delivered by phases. It was also

possible to use extension of term and other ways to ensure the fulfillment of contract as

schedules upon the mature of contract, and wouldn’t cause any loss of credit risk for the

Company due to insufficient liquidity or other reasons.

3. Operation risk:

The derivative financial transactions had high specialty and complexity, so imperfect

internal operation procedures, staffs and external events would make the Company to

undertake risks during the transaction.

Risk control measures: The Company promulgated strict authorization and approval system

and perfect regulatory mechanism, fixed the departments, operation procedures and approval

procedures system to conduct derivative products transaction, established special risk

24

The 2015 Annual Report of Lu Thai Textile Co., Ltd.

control positions, implemented strict authorization and post checks and balances system,

meanwhile, it improved the overall quality of relevant personnel through strengthening the

business training and professional ethics education for them. Besides, it established the

System of Reporting the Abnormal Situation Timely, formed an efficient risk management

procedures, so as to ensure to lower the operation risks to the maximum.

4. Market risk:

Since the RMB exchange rate reform on 8 Nov. 2015, the reform towards a market-based

RMB exchange rate regime has stepped into a new stage. In the short run, there is some

depreciation pressure on the RMB, but a sharp depreciation is considered unlikely. In the

long run, the positive economic fundamentals of China, the large surplus of the current

accounts and the faster globalization of the RMB will enable the RMB to remain a strong

currency. In the near future, the RMB exchange rate is expected to be more flexible with a

distinct feature of bidirectional volatility and stable within a rational and balanced range.

The forward settlement of exchange and the option business is important derivative product

transactions of the Company, which was significantly affected by the exchange rate

fluctuation. If the RMB is devalued by a large margin on the basis of the current situation

before the contract is due, so then, the larger losses shall incur in the contract on forward

settlement of exchange or option signed by the Company.

Risk control measures: Although a more flexible RMB exchange rate and the increased

fluctuation range added to the operation difficulty, it provided a certain opportunity.

Therefore, the relevant personnel of the Company will actively analyze market changes,

carefully operate and hold positive opportunity, so as to try the best to reduce the market

risks under the condition of increased market difficulty.

1. Up to 31 Dec. 2015, the Company held 55 undue financial derivative product contracts,

totaling USD326 million, including 26 forward settlement contracts worth USD125.50

million and 29 foreign exchange option contracts worth USD200.50 million (the latest

expiration before Jul. 2016). The financial derivative products above accounted for 25.24%

Changes in market prices or fair value

of the closing net assets.

of invested derivatives in reporting

2. From Jan. 2015 to Dec. 2015, the due financial derivative products of the Company

period (fair value analysis should

totally equaled to USD483.2572 million, and the gain generated was RMB37.9080 million.

include specific analysis methods as

To be specific, the due forward settlement was USD269.6270 million, generating gain of

well as relevant assumptions and

RMB28.2733 million; the due forward foreign exchange trading amount equaled to

parameters)

USD11.6302 million, which generated gain of RMB0.1133 million; and the due foreign

exchange options equaled to USD202 million, of which USD172 million was delivered on

time upon satisfaction of the delivery conditions, generating gain of RMB9.5214 million,

and USD30 million was undelivered due to dissatisfaction of the delivery conditions.

Significant changes in the Company’s

accounting policy and specific

accounting principles for derivatives No significant changes

in reporting period when compared to

last period

Specific opinion from independent The Company’s independent directors Zhou Zhiji, Zhang Chengzhu, Wang Lei, Xu Jianjun

directors on the Company’s and Zhao Yao, concerning conducting derivatives business, have issued the following

25

The 2015 Annual Report of Lu Thai Textile Co., Ltd.

derivatives investment and risk professional advice: We are of the opinion that it will strengthen the Company’s

control competitiveness to use derivative transactions with focus on forward settlement and

purchase as an effective tool to avoid foreign exchange risks, to strengthen the relevant

internal control and to carry out the loss and risk prevention measures so as to improve the

operation and management. In conducting derivative transactions with focus on forward

settlement and purchase, the Company follows a legal approval procedure, has sound

relevant institutions and keeps the risks relatively controllable. No harm has been done to

the interests of the Company’s shareholders.

5. Utilization of raised funds

□ Applicable √ Inapplicable

No such cases in the reporting period

VI. Sale of major assets and equity interests

1. Sale of major assets

□ Applicable √ Inapplicable

No such cases in the reporting period

2. Sale of major equity interests

□ Applicable √ Inapplicable

VII. Main controlled and joint stock companies

√ Applicable □ Inapplicable

Main subsidiaries and joint stock companies with an over 10% influence on the Company’s net profits

Unit: RMB Yuan

Relationship Main

Company Registered Operating Operating

with the business Total assets Net assets Net profits

name capital revenues profits

Company

Zibo

Xinsheng

Electricity, 162,435,600. 420,309,415. 345,285,885. 416,575,363. 142,174,769. 111,757,613.

Thermal Subsidiary

steam 00 52 64 30 09 29

Power Co.,

Ltd.

Subsidiaries obtained or disposed in the reporting period

□ Applicable √ Inapplicable

Particulars about the main controlled and joint stock companies

26

The 2015 Annual Report of Lu Thai Textile Co., Ltd.

VIII. Structured bodies controlled by the Company

□ Applicable √ Inapplicable

IX. Outlook of the Company’s future development

1. Competition and development trends in the sector

At present, the global production capacity of high-ended dyed fabric is about 0.8 billion meters, which was the largest production

base of yarn-dyed fabric. The pure cotton yarn-dyed fabric has characters of dyed fastness, clear striped weave, abundant color,

comfort and strong gas permeability, which was always the main shell fabric of medium and high end shirts. In the recent years,

accompanied with the increase of the domestic environmental protection stress, the increasingly improvement of the production

factors and the guiding of the national transformation upgrade strategy, part of the low end and small scale yarn-dyed capacity which

quit the market had been inexorable trend.

The yarn-dyed fabric falls into three categories, i.e. the top, the high-end, and the middle /low end, which have formed a triangular

structure. To be specific, the top-grade yarn dyed fabric is mainly produced by few manufacturers in Italy, France, Germany, etc., and

it mainly targets at the fashion and top-brand shirt market. The high-end yarn dyed fabric was characterized of high-density and

high-counts, and delicateness after-finishing. Though inferior to the top-grade yarn dyed fabric in terms of the pattern design and

fashion, it requires an advanced manufacturing technology and a high product quality, which does not differ much from the former.

In the long run, along with the recovery of the global economy, as well as improvement of urbanization, residents’ incomes and

consumption in China, the market requirements of the future medium and high end yarn dyed fabric would constantly increased and

at the same time would appear the tendency that the market concentrate towards to the medium and large enterprises.

2. Development strategies of the Company

China’s textile industry enjoys outstanding advantages in the world and mainly in the aspects such as the capital, technology and

labor efficiency, and although the cost of the factor cost is increasing day by day, the prominent comprehensive advantage of China’s

textile industry remains unchanged. The Company is a large textile enterprise that boasts a complete industrial chain from cotton

planting, yarning, dyeing, weaving and post-processing to cloth manufacturing. It is the largest production base for dyed textile for

shirts in the world. Now, it has developed three series textiles for shirts, including pure cotton, cotton and natural fiber, and cotton

and functional fiber mixture. At present, the Company has speeded up the integration of internationally advantageous resources while

promoting the upgrading of Luthai manufacturing to Luthai creation as well as improving its product quality and increasing its

production efficiency. This helps realize a reasonable layout for the Company’s international capacity, further improves its

internationalization, and maintains its outstanding edges in global dyed materials for shirts. In terms of brand, the Company will

crave out a new marketing mode through the Internet and mobile terminals, and continuously enhance high-end shirt custom service,

to balance the development of domestic and international markets. Also, the Company will increase its investment in technology

R&D, design and energy saving & emission reduction, to offer more green and low-carbon products to the market.

3. Operating plan (The contents set forth herein do not form any commitment of the Company.)

(1) As for the Company government: The Company will strengthen the system construction of the enterprise internal control,

constantly perfect the organization structure and the legal person government structure as well as the prevention mechanism of the

risks, and guarantee the Company to realize the healthy, stable and sustainable development in the system level.

(2) As for the market expansion: The Company will adhere to the philosophy of attaching equal importance to both the domestic and

overseas markets, vigorously conduct activities for the “Year for Market Service Improvement”, proactively expand emerging

markets on the basis of stabilizing the existing markets, further enlarge the domestic market share, and promote a balanced

development of the domestic and overseas markets.

(3) As for the enterprise management: The Company will follow the guideline of improving its product quality and increasing its

production efficiency, refine management responsibility, deepen promoting excellent performance management mode in all-round,

27

The 2015 Annual Report of Lu Thai Textile Co., Ltd.

carry forward LTPS, further deepen and refine comprehensive budget management, and keep pushing forward management

upgrading.

(4) As for the brand construction: The Company will make great efforts to promote the innovation marketing mode, gain more

customers with quality and service, further optimize resource allocation as well as perfect the integration of the online and offline

marketing mode. Depend on the internet and the mobile terminal means, provide the advanced customization service and satisfy the

individual needs of the market.

(5) Concerning global planning, the Company will let Lu Thai Milan and Lu Thai America play their roles in market expansion,

design and R&D, customer service, talent cultivation, etc. so as to increase the proportion of independently designed products in the

total sales. It will push forward the construction of its production bases in Southeast Asia step by step, integrate its resources at home

and abroad and avoid potential trade barriers to enlarge its international production scale and maintain a leading position in the global

yarn-dyed industry.

4. Fund demand, source and using plan

During the reporting period, the Lu Thai (Cambodia) Phase II project and the Lu Thai (Burma) project were successfully put into

production. The Company incorporated Lu Thai (Vietnam) Textile Co., Ltd. to carry out the 60,000-spindle spinning and

30-million-meter yarn-dyed fabric/year production lines projects. Currently, the first phase of the 60,000-spindle spinning project has

been put into operation, and the 30-million-meter yarn-dyed fabric project is going on as planned. The capital resources of the whole

projects were the self-owned and self-raised funds of the Company. At present, the Company is also preparing to incorporate a

garment factory in Vietnam (Lu An Garments Co., Ltd.) with a designed annual capacity of 6 million pieces of shirts. The funds for

the aforesaid projects all come from the self-owned and self-raised funds of the Company.

5. Risk of reverse effect and countermeasures for the company to achieve development strategy and business goal

(1) Economic environment impact: Compact of persistence of slow resurging of developed economic entity market and domestic

industrial structure deep adjustment on the whole consumption market may possibly cause uncertain for market environment of the

company, and that may possibly influence on increase of oversees sales. The Company will try the best to stabilize the domestic and

international market and actively expand domestic market at the same time, to achieve a balanced development between domestic

and foreign sales.

(2) As the cost for production elements in China increases day by day, and the processing trade for textile garment especially garment

processing has been transferred to countries in southeastern Asia, it seems to be a must for top textile enterprise to go abroad. The

Company will, based on its comprehensive research on production elements, promote the comprehensive utilization of internationally

advantageous resources to create a reasonable layout for processing bases.

(3) The Company mainly uses long-staple cotton as its raw materials, whose price may be affected by market supply-demand,

climate, policy, exchange rate and quota. In 2016, when the government’s cotton quota policy stayed unchanged, the cotton cost will

be mainly affected by domestic market. Therefore, except ensuring stable supply of long-staple cotton from Xinjiang subsidiary, the

Company must carefully study on market developments, and make every effort to reduce the influences of raw material price

fluctuation on its business performance, through actively effective manners and methods.

(4) Change of exchange rate: at present and in the future for a long time, products of the Company are mainly exported to the

international market, and sales income mainly settled with USD; meanwhile, major equipments used in the Company was imported,

part foreign exchange paid for import was not USD. And the overseas production bases of the Company make it more sensitive to

exchange rate changes. Our country executed directional system on fluctuated exchange rate, so the exchange rate fluctuated with

changes of domestic and foreign policy and environment. When exchange rates experienced a great fluctuation, it might cause a

negative influence on the Company. In order to reduce adverse influence of exchange rate fluctuation, the Company adopted the

following measures: firstly, the Company proactively conducted foreign exchange hedging, using forward FX sales and purchase,

forward foreign exchange trading and option portfolios to avoid some risks as well as making reasonable arrangement on settlement

day and currency structure and conclusion of agreements on fixed foreign exchange rate to avoid exchange rate-related risks.

Secondly, the Company actively adjusted the Renminbi and foreign-currency liabilities structure to control financial costs. Thirdly,

28

The 2015 Annual Report of Lu Thai Textile Co., Ltd.

according to the fluctuation trend of exchange rates, the Company properly adjusted imports of raw and auxiliary materials to

partially offset the influence of exchange rate fluctuations on the Company. Fourthly, the Company tried to settle with its customers

in Renminbi whenever was possible.

X. Visits paid to the Company for purposes of research, communication, interview, etc.

1. In the reporting period

√ Applicable □ Inapplicable

Date Way of visit Type of visitor Main inquiry information

2015-03-31 By phone Institution About basic information of the Company

2015-07-21 One-on-one meeting Institution Ditto

2015-08-27 By phone Institution Ditto

2015-09-09 One-on-one meeting Institution Ditto

2015-09-22 Other Other Ditto

2015-09-25 One-on-one meeting Institution Ditto

2015-09-25 One-on-one meeting Institution Ditto

2015-10-29 By phone Institution Ditto

Times of visit 8

Number of visiting institutions 30

Number of visiting individuals 0

Number of other visiting entities 1

Significant undisclosed information disclosed,

No

revealed or leaked

29

2015 Annual Report of Lu Thai Textile Co., Ltd.

Section V Significant Events

I. Profit distribution to the common shareholders & increase of the share capital from the

capital reserves

Formulation, execution or adjustments of the profit distribution policy for the common shareholders, especially the cash dividend

policy, in the reporting period

□ Applicable √ Inapplicable

Profit distribution plans (or preliminary plans) for the common shareholders and plans (or preliminary plans) for turning capital

reserves into share capital for the recent three years (including the reporting period)

1. The 2015 annual profit allocation pre-plan reviewed and approved at the 31st Session of the 7th Board of Directors:

Based on the 954,407,896 shares (the total shares of 955,758,496 as at 31 Dec. 2015 minus the 1,350,600 B-shares repurchased in the

year), the Company is to distribute a cash dividend of RMB5.00 for every 10 shares (including tax). The individual income tax for

Share A shall be subject to related regulations under CS [2012] No. 85 Notice on Certain Question about the Implementation of

Differentiated Individual Income Tax Policy for Share Dividend of Listed Companies jointly issued by Ministry of Finance, SAT, and

CSRC; and that for Share B shall be conversed to HKD based on the central parity rate on interbank exchange market released by the

People’s Bank of China on the following day after shareholder’s meeting (for foreign shareholders, tax is free pursuant to CSZ (1994)

No. 020 regulations; and non-residential corporate shareholders is entitled to a 10% reduction of enterprise income tax according to

related regulations under Enterprise Income Tax Law of the People’s Republic of China).

Based on the 954,407,896 shares, the Company should distribute cash dividends of RMB477,203,948.00 in total. However, for the

Company is repurchasing its A-shares and B-shares, the repurchased but uncanceled shares in the special securities account for

repurchase on the book closure date shall be excluded in the actual distribution of dividends. As such, the dividends for 2015 shall be

subject to the actually distributed, and the retained profits shall be carried forward to the future. Such plan may only be implemented

after the review and approval on 2015 shareholder’s meeting.

2. The 2014 annual profit allocation pre-plan reviewed and approved at the 19th Session of the 7th Board of Directors:

By December 31 of 2014, the Company’s registered capital was based on 955,758,496 shares, with a cash dividend of RMB5.00

distributed for every 10 shares (including tax). The individual income tax for Share A was subject to related regulations under CS

[2012] No. 85 Notice on Certain Question about the Implementation of Differentiated Individual Income Tax Policy for Share

Dividend of Listed Companies jointly issued by Ministry of Finance, SAT, and CSRC; and that for Share B shall be conversed to

HKD based on the central parity rate on interbank exchange market released by the People’s Bank of China on the following day

after shareholder’s meeting (for foreign shareholders, tax was free pursuant to CSZ (1994) No. 020 regulations; and non-residential

corporate shareholders were entitled to a 10% reduction of enterprise income tax according to related regulations under Enterprise

Income Tax Law of the People’s Republic of China).

Based on the above distribution plan, the Company actually distributed RMB477,879,248.00 dividends. The aforesaid profit

distribution plan was implemented in Jun. 2015 after being reviewed and approved by the Shareholders’ General Meeting 2014 held

on 21 May 2015.

3. 2013 profit distribution plan has been approved on the 7th session of the seventh board meeting: By December 31 of 2013, the

Company’s registered capital is based on 955,800,496 shares, with RMB3.80 distributed for every 10 shares (including tax). The

individual income tax for Share A shall be subject to related regulations under CS [2012] No. 85 Notice on Certain Question about

the Implementation of Differentiated Individual Income Tax Policy for Share Dividend of Listed Companies jointly issued by

Ministry of Finance, SAT, and CSRC; and that for Share B shall be conversed to HKD based on the central parity rate on interbank

30

2015 Annual Report of Lu Thai Textile Co., Ltd.

exchange market released by the People’s Bank of China on the following day after shareholder’s meeting (for foreign shareholders,

tax is free pursuant to CSZ (1994) No. 020 regulations; and non-residential corporate shareholders is entitled to a 10% reduction of

enterprise income tax according to related regulations under Enterprise Income Tax Law of the People’s Republic of China). Based

on the above distribution plan, the Company actually distributed RMB363,204,188.48 dividends. Such plan was implemented in May

of 2014 after the review and approval on 2013 shareholder’s meeting convened on April 29 of 2014.

Cash dividends distributed to the common shareholders in the recent three years (including the reporting period)

Unit: RMB Yuan

Net profits Proportion in net

attributable to profits attributable

Cash dividend (tax shareholders of the to shareholders of Ratio of cash

Cash dividend in

Year dividend in other

included) Company in the Company in other forms

forms

consolidated consolidated

statements statements (%)

2015 477,203,948.00 712,193,243.19 67.00% 0.00 0.00%

2014 477,879,248.00 958,725,402.84 49.85% 0.00 0.00%

2013 363,204,188.48 999,256,730.65 36.35% 0.00 0.00%

The Company made profits in the reporting period and the profits distributable to the common shareholders of the Company was

positive, but it did not put forward a preliminary plan for cash dividend distribution:

□ Applicable √ Inapplicable

II. Preliminary plan for profit distribution and turning capital reserves into share capital for

the reporting period

√ Applicable □ Inapplicable

Bonus shares for every 10 shares (share) 0

Dividend for every 10 shares (RMB Yuan) (tax

5

included)

Increased shares for every 10 shares (share) 0

Total shares as basis for preliminary distribution 954,407,896

plan (share)

Total cash dividends (RMB Yuan) (tax included) 477,203,948.00

Distributable profits (RMB Yuan) 3,259,342,039.15

Percentage of cash dividends in total distributed 100.00%

profits (%)

About cash dividends

If the Company is in a growth stage and has any plan for significant expenditure, in profit distribution, the proportion of cash

dividends shall be 20% or above.

Details about preliminary plan for profit distribution and turning capital reserves into share capital

31

2015 Annual Report of Lu Thai Textile Co., Ltd.

Based on the 954,407,896 shares (the total shares of 955,758,496 as at 31 Dec. 2015 minus the 1,350,600 B-shares repurchased in

the year), the Company is to distribute a cash dividend of RMB5.00 for every 10 shares (including tax). The individual income tax

for Share A shall be subject to related regulations under CS [2012] No. 85 Notice on Certain Question about the Implementation of

Differentiated Individual Income Tax Policy for Share Dividend of Listed Companies jointly issued by Ministry of Finance, SAT,

and CSRC; and that for Share B shall be conversed to HKD based on the central parity rate on interbank exchange market released

by the People’s Bank of China on the following day after shareholder’s meeting (for foreign shareholders, tax is free pursuant to

CSZ (1994) No. 020 regulations; and non-residential corporate shareholders is entitled to a 10% reduction of enterprise income tax

according to related regulations under Enterprise Income Tax Law of the People’s Republic of China).

Based on the 954,407,896 shares, the Company should distribute cash dividends of RMB477,203,948.00 in total. However, for the

Company is repurchasing its A-shares and B-shares, the repurchased but uncanceled shares in the special securities account for

repurchase on the book closure date shall be excluded in the actual distribution of dividends. As such, the dividends for 2015 shall

be subject to the actually distributed, and the retained profits shall be carried forward to the future. Such plan may only be

implemented after the review and approval on 2015 shareholder’s meeting.

III. Fulfillment of commitments

1. Commitments of the Company, its shareholders, actual controller, acquirer, directors, supervisors,

senior management staff or other related parties fulfilled in the reporting period or ongoing at the

period-end

√ Applicable □ Inapplicable

Date of

Commitment Type of Period of

Commitment Contents making Fulfillment

maker commitment commitment

commitment

Commitments made in share reform

Commitments made in acquisition

reports or reports on equity changes

Commitments made in asset

reorganization

Commitments made in IPO or

refinancing

Commitments concerning stock

ownership incentive

Zibo Lucheng The biggest Up to 10 Jan.

Textile shareholder 2016, Zibo

Investment Zibo Lucheng Lucheng

Co., Ltd. and Textile 10 Jul. 2015 Textile

Other commitments made to minority Other

directors, Investment 10 Jul. 2015 to 10 Jan. Investment

shareholders commitment

supervisors Co., Ltd. and 2016 Co., Ltd. and

and senior the directors, the directors,

executives of supervisors supervisors

the Company and senior and senior

32

2015 Annual Report of Lu Thai Textile Co., Ltd.

executives of executives of

the Company the Company

committed did not reduce

that the shares their

of the shareholdings

Company held in the

by them Company. As

would not be such, the

decreased commitment

within the six has been

months fulfilled.

starting from

10 Jul. 2015.

Executed on time Yes

Specific reasons for failing to fulfill

commitments on time and plans for Inapplicable

next step

2. Where there had been an earnings forecast for an asset or project and the reporting period was still

within the forecast period, explain why the forecast has been reached for the reporting period.

□Applicable √ Inapplicable

IV. Occupation of the Company’s funds for non-operating purposes by the controlling

shareholder or its related parties

□ Applicable √ Inapplicable

No such cases in the reporting period.

V. Explanations given by the Board of Directors, the Supervisory Committee and the

independent directors (if any) regarding the “non-standard auditor’s report” issued by the

CPAs firm for the reporting period

□ Applicable √ Inapplicable

VI. YoY changes in the accounting policy, estimation and methods

□ Applicable √ Inapplicable

No such cases in the reporting period.

VII. Retrospective restatement due to correction of material accounting errors in the

reporting period

□ Applicable √ Inapplicable

33

2015 Annual Report of Lu Thai Textile Co., Ltd.

No such cases in the reporting period.

VIII. YoY changes in the consolidation scope

√ Applicable □ Inapplicable

The Company incorporated a new wholly-funded subsidiary—Lu Thai (Vietnam) Textile Co., Ltd.—in the current year.

IX. Engagement and dismissal of the CPAs firm

The CPAs firm at present

Name of domestic CPAs firm Ruihua Certified Public Accountants (LLP)

Remuneration of domestic CPAs firm (RMB ten

158.5

thousand)

Consecutive years of audit services provided by

3

domestic CPAs firm

Name of certified public accountants from domestic

He Feng, Cui Xiaoli

CPAs firm

The CPAs firm changed in the current period or not

□ Yes √ No

CPAs firm, financial accountant or sponsor engaged for internal control audit

√ Applicable □ Inapplicable

On 28 Mar. 2015, the Company held the 19th Session of the 7th Board of Directors, which reviewed and approved the Proposal on

Engaging Ruihua Certified Public Accountants (LLP) as the 2015 Financial Report and Internal Control Auditor. The Company paid

RMB435,000 in total for the internal control audit.

X. Listing suspension or termination after the disclosure of this Report

□ Applicable √ Inapplicable

XI. Bankruptcy & reorganization

□ Applicable √ Inapplicable

No such cases in the reporting period.

XII. Significant litigations and arbitrations

□ Applicable √ Inapplicable

No such cases in the reporting period.

34

2015 Annual Report of Lu Thai Textile Co., Ltd.

XIII. Punishments and rectifications

□ Applicable √ Inapplicable

No such cases in the reporting period.

XIV. Credit conditions of the Company as well as its controlling shareholder and actual

controller

□ Applicable √ Inapplicable

XV. Implementation of any equity incentive plan, employee stock ownership plan or other

incentive measures for employees

□ Applicable √ Inapplicable

No such cases in the reporting period.

XVI. Significant related-party transactions

1. Related-party transactions relevant to routine operation

□ Applicable √ Inapplicable

No such cases in the reporting period.

2. Related-party transactions regarding the purchase or sale of assets or equity interests

□ Applicable √ Inapplicable

No such cases in the reporting period.

3. Related-party transitions regarding joint investments

□ Applicable √ Inapplicable

No such cases in the reporting period.

4. Credits and liabilities with the related parties

□ Applicable √ Inapplicable

No such cases in the reporting period.

5. Other significant related-party transactions

□ Applicable √ Inapplicable

No such cases in the reporting period.

35

2015 Annual Report of Lu Thai Textile Co., Ltd.

XVII. Significant contracts and execution

1. Entrustment, contracting and leasing

(1) Entrustment

□ Applicable √ Inapplicable

No such cases in the reporting period.

(2) Contract

□ Applicable √ Inapplicable

There was no any contract of the Company in the reporting period.

(3) Lease

□ Applicable √ Inapplicable

There was no any lease of the Company in the reporting period.

2. Significant guarantee

√ Applicable □ Inapplicable

(1) Guarantees provided by the company

Unit: RMB Ten Thousand Yuan

Particulars on external guarantee of the Company and its subsidiaries (excluding guarantees for subsidiaries)

Date of

disclosure Whether Whether

Date of making

of relevant Actual the guarantee

Name of guarantee Guarantee guarantee (date Type of Guarantee

announcem amount of guarantee ing for

object limit of signing guarantee period

ents on guarantee has been related

agreement)

guarantee fulfilled parties

limit

Particulars about guarantee of the Company for subsidiaries

Date of

disclosure

Whether Whether

of relevant Date of making Actual

the guarantee

Name of guarantee announcem Amount of guarantee (date amount of Type of Guarantee

guarantee ing for

object ents on guarantee of signing guarantee guarantee period

has been related

guarantee agreement)

fulfilled parties

limit

36

2015 Annual Report of Lu Thai Textile Co., Ltd.

From the

date of

implementin

Guarantee of g loan within

Lu Feng Weaving & 13 May joint and credit line to

30,000 10 May 2011 343.76 No Yes

Dyeing Co., Ltd. 2011 several the date of

liability clearing off

loan

principal and

interest

Two years

Guarantee of

since the

Lu Thai (Hong Kong) 27 Mar. joint and

18,300 25 Mar. 2014 1,560.74 approval of No Yes

Textile Co., Ltd. 2014 several

the board of

liability

the Company

Three year

Guarantee of

since the

Lufeng Weaving & 10 Dec. joint and

25,000 9 Dec. 2014 0 approval of No Yes

Dyeing Co., Ltd. 2014 several

the board of

liability

the Company

Two years

Guarantee of

since the

Lu Thai (Vietnam) 27 Aug. joint and

36,681.6 26 Aug. 2015 8,703.62 approval of No Yes

Textile Co., Ltd. 2015 several

the board of

liability

the Company

Total amount of actual

Total amount of approved

guarantee for subsidiaries

guarantee for subsidiaries during 36,681.6 10,264.36

during the reporting period

the reporting period (B1)

(B2)

Total amount of actual

Total amount of approved

guarantee for subsidiaries at

guarantee for subsidiaries at the 109,981.6 9,047.38

the end of the reporting

end of the reporting period (B3)

period (B4)

Guarantees provided by subsidiaries for subsidiaries

Disclosure

date on Guarante

Actual

relevant Actual e for a

Amount for occurrence date Type of Period of Executed

Guaranteed party announcem guarantee related

guarantee (date of guarantee guarantee or not

ent of amount party or

agreement)

guaranteed not

amount

Xinjiang Lu Thai 9 Sep. 2015 10,000 8 Sep. 2015 5,000 Guarantee of 12 months No Yes

37

2015 Annual Report of Lu Thai Textile Co., Ltd.

Textile Co., Ltd. joint and

several

liability

Guarantee of

Xinjiang Lu Thai 10 Dec. joint and

10,000 8 Dec. 2015 1 months No Yes

Textile Co., Ltd. 2015 several

liability

Total actual occurred

Total guarantee line approved for

amount of guarantee for the

the subsidiaries during the 20,000 5,000

subsidiaries during the

reporting period (C1)

reporting period (C2)

Total actual guarantee

Total guarantee line that has been

balance for the subsidiaries

approved for the subsidiaries at the 20,000 5,000

at the end of the reporting

end of the reporting period (C3)

period (C4)

Total guarantee amount provided by the Company (total of the above-mentioned three kinds of guarantees)

Total actual occurred

Total guarantee line approved

amount of guarantee during

during the reporting period 56,681.6 15,264.36

the reporting period

(A1+B1+C1)

(A2+B2+C2)

Total actual guarantee

Total guarantee line that has been

balance at the end of the

approved at the end of the 129,981.6 14,047.38

reporting period

reporting period (A3+B3+C3)

(A4+B4+C4)

Proportion of total guarantee amount (A4+B4+C4) to the net

2.05%

assets of the Company

Of which:

Amount of guarantee provide for shareholders, actual controller

0

and related parties (D)

Amount of guarantee provided directly or indirectly for guarantee

0

objects with asset-liability ratio reaching over 70% (E)

Balance between 50% of net assets and total amount of guarantee

0

which exceeds 50% of net assets (F)

Sum total of the above three guaranteed amounts (D+E+F) 0

According to “Agreement on Counter Guarantee” signed on 12

May 2011 between Lu Thai Company and Lu Feng Company,

Explanations about joint and several liability for repayment in Lu Feng Company, the warrantee Lu Feng Company provided

respect of undue guarantee (if any) the corresponding amount of counter guarantee for Lu Thai

Company. According to “Agreement on Counter Guarantee”

signed on 9 Dec. 2014 between Lu Thai Company and Xinjiang

38

2015 Annual Report of Lu Thai Textile Co., Ltd.

Lu Thai Company, Xinjiang Lu Thai Company, the warrantee

Xinjiang Lu Thai Company provided the corresponding amount

of counter guarantee for Lu Thai Company.

Explanation about external guarantee violating established The Company never provided guarantees for companies except

procedure (if any) controlling subsidiaries.

Explanations about guarantees provided with complex methods

(2) Particulars about illegal external guarantee

□ Applicable √ Inapplicable

There was no particular about illegal external guarantee of the Company in the reporting period.

3. Cash assets management entrustment

(1) Wealth management entrustment

□ Applicable √ Inapplicable

No such situation of the Company during the reporting period.

(2) Entrustment loans

□ Applicable √ Inapplicable

No such situation of the Company during the reporting period.

4 Other significant contracts

□ Applicable √ Inapplicable

No such situation of the Company during the reporting period.

XVIII. Other significant events

√ Applicable □ Inapplicable

On 5 Aug. 2015, the Company held the 2015 1st Extraordinary General Meeting, which reviewed and approved the Proposal on

Repurchasing Part of the A Share and B Share of the Company and had public disclosed the Report of Repurchasing Part of the A

Share and B Share of the Company on 10 Oct. 2015 and as for the details, please refer to the Company’s announcement (No.:

2015-029) and the report of the shares repurchasing that be disclosed on www.cninfo.com.cn respectively on 6 Aug. 2015 and 10 Oct.

2015. Since 10 Nov. 2015, the Company began to execute the repurchasing proposal and up to 31 Dec. 2015, the Company had

accumulatively repurchased the B Share of 1.3506 million shares and as for the specific situation of the event, please refer to the

Company’s announcement (No.: 2016-001) that be be disclosed on www.cninfo.com.cn on 5 Jan. 2016.

XIX. Significant events of subsidiaries

□ Applicable √ Inapplicable

39

2015 Annual Report of Lu Thai Textile Co., Ltd.

XX. Social responsibilities

√ Applicable □ Inapplicable

The Company had compiled the 2015 Social Responsibilities Report and as for the details, please refer to the Social Responsibilities

Report that be disclosed at the same time with the 2015 Annual Report of the Company.

Does the listed company or its subsidiaries belong to the heavily polluting industries stipulated by the environmental protection

authorities of the country?

√ Yes □ No □ Inapplicable

The major pollutant emission of the Company reached the Water Quality Standards of the Sewage Discharged into Urban Sewage

CJ343-2010 with the sewage discharged into the Zibo Limin Purified Water Co., Ltd., of which the effluent quality was higher than

the national level A discharge standards as well as the major pollutant had completely realized the up-to-standard release with the

total volume of the COD emission gradually declined. The Company constantly invested and improved the environmental protection

facilities according to the requirements of the customers and the government and the development strategies, and in 2015, the

Company invested and completed the water reuse project as well as realized the reutilization of the water resources with each

environmental indicators higher than that of the companies in the same industry. The Company vigorously promoted the cleaning

production and did well in the Company environmental protection according to the mode of source control, process governance, and

end treatment. And the Company will upload the testing index of the major pollutant on the website of ZHB for publicity monthly

according to the EIDM (trial). The Company will constantly improve the environmental pollution accident emergency preplan and

will compile the plan for executing the emergency exercise. The Company received the title of “National Water Conservation

Benchmarking Enterprise” successively by the MIIT and the MWR in 2015 and be evaluated as the “Energy Saving Outstanding

Enterprise in Shandong Province” by Shandong Government.

XXI. Corporation bonds

There was no corporation bond public issued and listed in Stock Exchange and maturity or maturity but not fully paid on the approval

report date of annual report of the Company.

40

2015 Annual Report of Lu Thai Textile Co., Ltd.

Section VI. Change in Shares & Shareholders

I. Changes in shares

I. Changes in shares

Unit: share

Before the change Increase/decrease (+/-) After the change

Capitaliza

Newly

Proportio Bonus tion of Proportio

Amount issue Other Subtotal Amount

n shares public n

share

reserves

119,553,9 119,398,4

I. Restricted shares 12.51% -155,423 -155,423 12.49%

13 90

3. Shares held by other

1,321,513 0.14% -155,423 -155,423 1,166,090 0.12%

domestic corporations

Shares held by domestic

1,321,513 0.14% -155,423 -155,423 1,166,090 0.12%

natural persons

4. Shares held by foreign 118,232,4 118,232,4

12.37% 12.37%

investors 00 00

Among which: Shares held 118,232,4 118,232,4

12.37% 12.37%

by foreign corporations 00 00

Shares held by foreign natural 836,204,5 836,360,0

87.49% 155,423 155,423 87.51%

persons 83 06

560,643,7 560,799,2

58.66% 155,423 155,423 58.68%

II. Non-restricted shares 87 10

275,560,7 275,560,7

28.83% 0 0 28.83%

1. Renminbi ordinary shares 96 96

2. Domestically listed foreign 955,758,4 955,758,4

100.00% 0 0 100.00%

shares 96 96

Reasons of changes in shares

√ Applicable □ Inapplicable

The “Shares subject to trading moratorium-shares held by domestic individuals” decreased 155,423 shares owning to the resignation

of the former Supervisory Board Chairman Zhu Lingwen that the shares had been unlocked and the adjustment on the locked shares

of the Senior Executives by the Shenzhen Branch of CSDCC at the year-begin.

Approval of share changes

□ Applicable √ Inapplicable

Transfers in share changes

41

2015 Annual Report of Lu Thai Textile Co., Ltd.

□ Applicable √ Inapplicable

Influence of share changes towards financial indexes in the latest year and latest period such as basic EPS and diluted EPS, and net

assets per share belonging to shareholder with ordinary share

□ Applicable √ Inapplicable

Other contents that the Company thinks necessary or is asked by securities regulators to be disclosed

□ Applicable √ Inapplicable

2. Changes in restricted shares

√ Applicable □ Inapplicable

Unit: share

Number of the Number of the

Number of the

restricted shares restricted shares Number of the

restricted shares

Name unlocked during increased during restricted shares Reason Unlocked date

at the

the reporting the reporting at the period-end

period-begin

period period

Locked the

Qin Guiling (Lu shareholding of

46,989 11,747 35,242 5 Jan. 2015

Thai A) the Senior

Executives

Locked the

Lv Yongchen (Lu shareholding of

45,000 11,250 33,750 5 Jan. 2015

Thai A) the Senior

Executives

Locked the

Wang Changzhao shareholding of

22,500 5,625 16,875 5 Jan. 2015

(Lu Thai A) the Senior

Executives

Locked the

Wang Fangshui shareholding of

95,653 23,913 71,740 5 Jan. 2015

(Lu Thai A) the Senior

Executives

Locked the

Zhang Jianxiang shareholding of

45,000 11,250 33,750 5 Jan. 2015

(Lu Thai A) the Senior

Executives

Locked the

Zhu Lingwen (Lu shareholding of

91,638 91,638 0 27 Mar. 2015

Thai A) the resigned

Supervisors

Total 346,780 155,423 0 191,357 -- --

42

2015 Annual Report of Lu Thai Textile Co., Ltd.

II. Issuance and listing of securities

1. Issuance of securities (excluding preferred stock) in reporting period

□ Applicable √ Inapplicable

2. Explanation on changes in share capital & the structure of shareholders, the structure of assets and

liabilities

□ Applicable √ Inapplicable

3. Existent shares held by internal staffs of the Company

□ Applicable √ Inapplicable

III. Particulars about the shareholders and actual controller

1. Total number of shareholders and their shareholding

Unit: share

Total number of

preferred

stockholder with

Total number of Total number of

vote right

Total number shareholders on preferred

restored on the

of shareholders the 30th trading stockholder with

72,743 70,414 0 30th trading day 0

at the reporting day before the vote right restored

before the

period disclosure date of (if any) (see notes

disclosure date of

the annual report 8)

the annual report

(if any) (see

notes 8)

Shareholding of shareholders holding more than 5% shares

Number Increase Number Number Pledged or frozen shares

of and of shares of shares

Holding sharehold decrease held held not

Name of Nature of

percentag ing at the of shares subject to subject to

shareholder shareholders Status of shares Amount

e (%) end of the during trading trading

reporting reporting moratoriu moratoriu

period period m m

Zibo Lucheng Domestic

140,353,5 140,353,5

Textile Investment non-state-owned 14.69%

83 83

Co., Ltd. corporation

Tailun (Thailand) Foreign 12.37% 118,232,4 0 118,232,4

43

2015 Annual Report of Lu Thai Textile Co., Ltd.

Textile Co., Ltd. corporation 00 00

Central Huijin

Assets State-owned 20,315,30 20,315,30 20,315,30

2.13%

Management Co., corporation 00 0

Ltd.

T.ROWE PRICE

INTL Foreign 18,972,61 18,972,61 18,972,61

1.99%

DISCOVERY corporation 88 8

FUND

China Securities

Finance State-owned 15,679,09 15,679,09

1.64% 15679091

Corporation corporation 1 1

Limited

LYNAS ASIA Foreign 15,664,47 15,664,47

1.64% -1700000

FUND corporation 5 5

FIRST STATE

INVESTMENTS

ICVC-FIRST Foreign 10,714,36 10,714,36

1.12% 10714368

STATE GREATER corporation 8 8

CHINA GROWTH

FUND

Hua’an New Silk

Domestic

Road Theme 10,110,00 10,110,00

Non-stated-owned 1.06% 10110000

Equity Securities 0 0

corporation

Investment Fund

VALUE

Foreign

PARTNERS 0.85% 8,156,383 0 8,156,383

corporation

CLASSIC FUND

First State China A Foreign

0.77% 7,382,120 -754852 7,382,120

Shares Fund corporation

Particulars about strategic investors or

common legal persons who became

the top ten shareholders because of the N/A

issuance of additional shares (if any)

(Notes 3)

Zibo Lucheng Textile Investment Co., Ltd. is the largest shareholder of the Company and

Explanations about associated the actual controller. Tailun (Thailand) Textile Co., Ltd. is the second largest shareholder as

relationship or concerted action among well as sponsor of foreign capital of the Company. All of other shareholders are people

the above shareholders holding circulating A share or circulating B share and the Company is not able to confirm

whether there is associated relationship or concerted action among other shareholders.

Shareholdings of the top ten shareholders not subject to trading moratorium

44

2015 Annual Report of Lu Thai Textile Co., Ltd.

Type of shares

Name of shareholders Name of shareholders

Type Amount

Zibo Lucheng Textile Investment Co., RMB common

140,353,583 140,353,583

Ltd. shares

Central Huijin Assets Management RMB common

20,315,300 20,315,300

Co., Ltd. shares

Domestically

T.ROWE PRICE INTL DISCOVERY

18,972,618 listed foreign 18,972,618

FUND

shares

China Securities Finance Corporation RMB common

15,679,091 15,679,091

Limited shares

Domestically

LYNAS ASIA FUND 15,664,475 listed foreign 15,664,475

shares

FIRST STATE INVESTMENTS Domestically

ICVC-FIRST STATE GREATER 10,714,368 listed foreign 10,714,368

CHINA GROWTH FUND shares

Hua’an New Silk Road Theme Equity RMB common

10,110,000 10,110,000

Securities Investment Fund shares

Domestically

VALUE PARTNERS CLASSIC

8,156,383 listed foreign 8,156,383

FUND

shares

RMB common

First State China A Shares Fund 7,382,120 7,382,120

shares

Domestically

HTHK-MANULIFE CHINA VALUE

6,858,138 listed foreign 6,858,138

FUND

shares

Explanation about associated

relationship and concerted action Zibo Lucheng Textile Investment Co., Ltd. is the largest shareholder of the Company and

among the top ten shareholders not the actual controller. Tailun (Thailand) Textile Co., Ltd. is the second largest shareholder as

subject to trading moratorium as well well as sponsor of foreign capital of the Company. All of other shareholders are people

as between the top ten shareholders holding circulating A share or circulating B share and the Company is not able to confirm

not subject to trading moratorium and whether there is associated relationship or concerted action among other shareholders.

the top ten shareholders

Particulars about the top 10 common

shareholders participating in margin N/A

trading (if any) (Notes 4)

Did any shareholder of the Company carry out an agreed buy-back in the reporting period?

□ Yes √ No

No shareholder of the Company carried out any agreed buy-back in the reporting period.

45

2015 Annual Report of Lu Thai Textile Co., Ltd.

2. Particulars about controlling shareholders of the Company

Nature of controlling shareholder: community collective holding

Type of controlling shareholder: corporation

Name of controlling Legal representative

Date of establishment Organization code Business scope

shareholder / company principal

Investment on textile,

Zibo Lucheng Textile electricity and chemical;

Liu Shizhen 25 Sep. 1998 16420039-1

Investment Co., Ltd. purchase, process and sale

of cotton; retail service etc.

Particulars about shareholding

of controlling shareholders

controlling and holding shares N/A

of other listed companies

during the reporting period

Changes in controlling shareholders during the reporting period

□ Applicable √ Inapplicable

There was no change in controlling shareholders during the reporting period of the Company.

3. Particulars about the actual controller

Nature of actual controller: domestic nature person

Type of actual controller: nature person

Whether gain the right of residence in other countries or

Name of the actual controller Nationality

regions or not

Liu Shizhen China No

Professions and titles over the past five years Chairman of the Board of Lu Thai Textile Co., Ltd.

Particulars about listed companies with

shares ever held by the actual controller over N/A

the past 10 years

Changes in the actual controller during the reporting period

□ Applicable √ Inapplicable

There was no change in the actual controller during the reporting period of the Company.

Block diagram of property rights and controlling relationship between the Company and the actual controller

46

2015 Annual Report of Lu Thai Textile Co., Ltd.

Liu Shizhen

21%

Zibo Lucheng Textile Investment Co., Ltd.

14.69%

Lu Thai Textile Co., Ltd.

The actual controller controls the company in the means of entrustment or other means of assets management

□ Applicable √ Inapplicable

4. Particulars about other corporate shareholders with shareholding proportion over 10%

□ Applicable √ Inapplicable

5. Particulars about restriction of reducing holding-shares of controlling shareholders, actual controller,

restructuring parties and other commitment entities

□ Applicable √ Inapplicable

47

2015 Annual Report of Lu Thai Textile Co., Ltd.

Section VII. Preference Shares

□ Applicable √ Inapplicable

There was no preferred stock during reporting period.

48

2015 Annual Report of Lu Thai Textile Co., Ltd.

Section VIII. Directors, Supervisors, Senior Management Staff &

Employees

I. Changes in shareholding of directors, supervisors and senior management staff

Shares

Shares

held at Increase Decrease

Other held at

Starting Closing the of shares of shares

increase/d the end of

Incumben date of date of beginning in this in this

Name Title Gender Age ecrease the

t or not office office the reporting reporting

changes reporting

term term reporting period period

(share) period

period (share) (share)

(share)

(share)

Director/

Incumben 6 Jun. 5 Jun.

Liu Zibin General Male 51 148,290 148,290

t 2007 2016

Manager

Chairman

Liu Incumben 19 Aug. 5 Jun.

of the Male 76 437,295 437,295

Shizhen t 1997 2016

Board

Vice

Xu Chairman Incumben 6 May 5 Jun.

Male 86

Zhinan of the t 2004 2016

Board

Director/

Fujiwara Senior Incumben 7 May 5 Jun.

Male 76

Hidetoshi Consultan t 1998 2016

t

Chen Incumben 16 Apr. 5 Jun.

Director Male 72

Ruimou t 2000 2016

Zeng Incumben 6 Jun. 5 Jun.

Director Male 65

Facheng t 2007 2016

Director/

Wang Incumben 7 May 5 Jun.

Chief Male 55 151,353 4,600 146,753

Fangshui t 1998 2016

Engineer

Director/

Qin Secretary Incumben 7 May 5 Jun.

Female 50 108,789 1,747 107,042

Guiling to the t 1998 2016

Board of

49

2015 Annual Report of Lu Thai Textile Co., Ltd.

Vice

General

Manager

Independ

Zhou Incumben 5 Jun. 5 Jun.

ent Male 53

Zhiji t 2010 2016

Director

Independ

Incumben 5 Jun. 5 Jun.

Wang Lei ent Female 46

t 2010 2016

Director

Independ

Xu Incumben 6 Jun. 5 Jun.

ent Male 42

Jianjun t 2013 2016

Director

Independ

Zhang Incumben 29 Apr. 5 Jun.

ent Male 65

Chengzhu t 2014 2016

Director

Independ

Incumben 19 Sep. 5 Jun.

Zhao Yao ent Male 46

t 2014 2016

Director

Superviso

Li Incumben 19 Sep. 5 Jun.

ry Board Male 60 176,164 176,164

Tongmin t 2014 2016

Chairman

Liu Superviso Incumben 6 Jun. 5 Jun.

Male 48

Zilong r t 2007 2016

Dong Superviso Incumben 6 Jun. 5 Jun.

Male 47 5,000 5,000

Shibing r t 2007 2016

Vice

Zhang Incumben 6 Jun. 5 Jun.

General Male 48 63,400 11,250 52,150

Jianxiang t 2007 2016

Manager

Chief

Zhang Incumben 6 Jun. 5 Jun.

Accounta Female 46 88,100 4,400 92,500

Hongmei t 2007 2016

nt

Assistant

General

Wang Manager, Incumben 6 Jun. 5 Jun.

Male 53 83,700 83,700

Jiabin Productio t 2007 2016

n

Manager

Assistant

Zhang General Incumben 6 Jun. 5 Jun.

Male 46 83,100 10,000 73,100

Shougang Manager, t 2007 2016

Garment

50

2015 Annual Report of Lu Thai Textile Co., Ltd.

Division

Manager

Assistant

General

Manager,

Deputy

Zhang General Incumben 6 Jun. 5 Jun.

Male 44 80,300 80,300

Zhanqi Manager t 2007 2016

of Lufeng

Weaving

& Dyeing

Co., Ltd.

Manager

Zhang of Incumben 6 Jun. 5 Jun.

Male 48 95,200 17,500 77,700

Keming Financial t 2007 2016

Dep.

Manager

of

Pan Internatio Incumben 6 Jun. 5 Jun.

Male 48 126,096 126,096

Pingli nal t 2007 2016

Business

Dep. III

Deputy

General

Manager

Lv Incumben 6 Jun. 5 Jun.

of Lufeng Male 48 52,900 19,150 33,750

Yongchen t 2007 2016

Weaving

& Dyeing

Co., Ltd.

Manager

Yu

of Energy Incumben 6 Jun. 5 Jun.

Shouzhen Male 48 83,100 83,100

Business t 2007 2016

g

Dep.

Marketin

Quan Incumben 6 Jun. 5 Jun.

g Male 49 37,000 9,250 27,750

Peng t 2013 2016

Manager

Manager

of the

Wang

First Incumben 6 Jun. 5 Jun.

Changzha Male 42 22,500 22,500

Departme t 2013 2016

o

nt of

Internatio

51

2015 Annual Report of Lu Thai Textile Co., Ltd.

nal

Business

Manager

of the

Fujiwara Second

Matsuzak Departme Incumben 9 Dec. 5 Jun.

Male 43

a nt of t 2014 2016

Internatio

nal

Business

Manager

of

Enterprise

Shang

s Incumben 6 Jun. 5 Jun.

Chenggan Male 43 30,000 30,000

Managem t 2013 2016

g

ent

Departme

nt

Total -- -- -- -- -- -- 1,872,287 4,400 73,497 1,803,190

II. Particulars about changes of Directors, Supervisors and Senior Executives

Name Position Type Date Reason

Proposed to resign from the position of Chairman of the

Board to the Board of the Directors on 28 Oct. 2015

Chairman of the while still acted as the Director of the Company and be

Liu Shizhen Former 28 Oct. 2015

Board nominated as the committee members and the Chairman

of the Strategic Decision-making Committee and the

Compensation Committee member.

Be selected as the Chairman of the Board of the 7th Board

Chairman of the Appointed and

Liu Zibin 28 Oct. 2015 of the Directors through the 26th Session of the 7th Board

Board dismissed

of the Directors.

III. Resumes of important personnel

Main working experience of current directors, supervisors and senior management staff

1. Mr. Liu Zibin: Director and concurrently General Manager of the Company. He was born in 1965, and achieved Master Degree.

From Oct. 2004 to Jun. 2007, he acted as Chairman of the Board of Zibo Lucheng Textile Investment Co., Ltd, now concurrently was

Chairman of the Board of Xinsheng Power, Luqun Textile, Xinjiang Lu Thai and the President of Lu Thai (America), Director of

Beijing Innovative, Supervisory Board Chairman of Beijing Lu Thai Youxian and GM of Shanghai Lu Thai.

2. Mr. Liu Shizhen: Chairman of the Board. He was born in 1940, graduated from technical secondary school. From Oct. 1993 to Jun.

2007, he was Chairman of the Board and General Manager of the Company; from Jun. 2007 to Oct. 2015, he acted as Chairman of

52

2015 Annual Report of Lu Thai Textile Co., Ltd.

the Board of the Company. He now acts as the Chairman of the Board of Lucheng Company, Lu Feng Textile and Beijing Innovative,

Director of Xinsheng Power, Luqun Textile and Hong Kong Textile (Lu Thai), Chairman of the Board of Stanluian and Taimei Tie

Company.

3. Mr. Xu Zhinan: Vice Chairman of the Board of the Company. He was born in 1930, Thailand Nationality. Since 2004, he has been

acting as Director and Vice Chairman of the Board of the Company, and General Manager of Tailun (Thailand) Textile Co., Ltd.

4. Mr. Fujiwara Hidetoshi: Director of the Company. He was born in 1940, Japanese Nationality. Since 1998, he has been holding

post of Director and Senior Consultant of Lu Thai Company, and concurrently was Director of Lufeng Weaving & Dyeing Co., Ltd.

5. Mr. Chen Ruimou: Director of the Company. He was born in 1944, and holder of bachelor degree. From 1998 to now, he has been

Director of the Company.

6. Mr. Zeng Facheng, Director of the Company, was born in 1951, Thailand nationality. He acts as Chairman of the Board of GOLD

MINE GARMENT CO., LTD. and BLOSSOM GARMENT MANUFACTURING (THAILAND) CO., LTD.

7. Mr. Wang Fangshui: Director, Vice General Manager and Chief Engineer of the Company. He was born in 1961, holder of MBA

degree. Since 1998, he has been Director and Chief Engineer of the Company, and concurrently is Director and General Manager of

Lufeng Weaving & Dyeing, Director of Xinjiang Lu Thai and Director of Luqun Textile as well as the Executive Director of Lu Thai

(Burma).

8. Ms. Qin Guiling: Director, Vice General Manager and Secretary to the Board of the Company. She was born in 1966, holder of

MBA degree. Since 1998, she has been Director and Secretary to the Board of the Company, and Director of Beijing Lu Thai

Youxian, Supervisory Board Chairman of Xinjiang Lu Thai, Director of Luqun Textile, and Director of Beijing Innovative.

9. Mr. Zhou Zhiji, Independent Director of the Company, was born in 1963 and holder of bachelor degree of accounting. From Aug.

1986 to Jan. 1989, he has acted as cadre of Shandong Provincial Department of Finance; from Jan. 1989 to Jan. 1999, he took the

post as Director of Shandong Certified Public Accountants Co., Ltd; from Jan. 1999 to Jul. 2000, he was Director Accountant in

Shandong Zhengyuan Certified Public Accountants Co., Ltd; from Jul. 2000 to Jan. 2008, he was Director and Mmanager of

Shandong Yingshida Enterprise Management Consulting Co., Ltd. Since Jan. 2008 to now, he was Executive Director and Manager

of Shandong Jinheng Consulting Co., Ltd.

10. Ms. Wang Lei, Independent Director of the Company, was born in 1970 and doctor degree holder. From Jul. 1994 to Sep. 2001,

he was an assistant to General Manager of Investment Bank Department in Tiantong Securities Co., Ltd; from Sep. 2001 to Nov.

2004, he took the post as General Manager of Liaocheng Business Department of Tiantong Securities; since Nov. 2004 up to now, he

has been General Manager of Chaowai Street Operating Department of Tiantong Securities; from Apr. 2005 to Dec. 2006, he was the

General Manager of Investment Bank Department of Tiantong Securities; from Jan. 2009 to Jun. 2011, he was the General Manager

of Beijing United Cooperation Center as well as Chaowai Street Operating Department in Qilun Securities Co., Ltd.; from Jun. 2011

to now, he has been the General Manager of OTC Marketing Department, and concurrently Director of Beijing United Cooperation

Center as well as General Manager of SME Financing Department in Qilun Securities Co., Ltd.

11. Xu Jianjun: Independent Director of the company, born in 1974, master degree holder. Once took the post of Senior Staff Member

of Head Office of Bank of China, Legal Counsel, lawyer at Beijing Jingtian Gongsheng Law Firm. From August of 2004 up to now,

serves as a partner of Beijing Deheng Law Firm. Now he is taking a post of partner and Deputy Director of Beijing Deheng Law

Firm.

12. Mr. Zhang Chengzhu: Independent Director of the Company, born in 1951, senior economist. Once took the post of Principal

Staff Member, Deputy Director of Production System Department and Department Head of Structural Reforms commission of

Shangdong Province from 1986 to 1996; as Department Head of Distribution Department of Shandong Securities Management

Office from 1996 to 1998; as Department Head of CSRC Jinan Securities Management Office, Department Head of General Office,

Associate Counsel, Senior Vice Chairman of Shandong Listed Companies Association; and retired in Mar. 2011.

13. Mr. Zhao Yao: Independent Director of the Company, born in 1970, master degree holder, associate professor of accounting,

master tutor and successively acted as member of a council of Accounting Association in Shandong Province, executive member of

the council of Shandong Province Institute of CPAs, member of Shandong Province internal control consultant experts, member of

53

2015 Annual Report of Lu Thai Textile Co., Ltd.

Shandong Province accounting criterion consultant experts and currently act as Director of Department of Accounting of Shandong

University of Technology.

14. Mr. Li Tongmin: Supervisory Board Chairman of the Company, born in 1956, graduated from technical secondary school and

currently as the Union President of the Company. From Oct. 1993 to 2010, he held the post of Supervisor, Manager of production

department and Vice General Manager of the Company.

15. Mr. Liu Zilong: Supervisor of the Company. He was born in 1968. From 2002 to present, he was General Manager of Lu Thai

(Hong Kong).

16. Mr. Dong Shibing: Supervisor of the Company. He was born in 1969, graduated from technical secondary school. He ever took

the post of Deputy Director of the General Manager Office of the Company, and now holds post of Manager of Property

Management Company.

17. Mr. Zhang Jianxiang: Vice General Manager and Vice-president of Lu Thai Textile Garment Engineering Research Institute as

well as office director. He was born in 1968, and MBA degree holder. He once worked as Manager of Quality Management

Department and Director of Fabric Finishing Plant.

18. Ms. Zhang Hongmei: Chief Accountant. She was born in 1970; holder of MBA degree and senior accountant. She had served

successively as Chief of cost section of financial department of Lu Thai Textile Co., Ltd., director of the accounting department and

deputy chief accountant. Now she serves as Chief Accountant of the Company.

19. Mr. Wang Jiabing: General Manager Assistant and Manager of Production Department of the Company, head of security

checkpoint of production department. He was born in 1963, MBA and once acted as Manager of Dyeing Business Department.

20. Mr. Zhang Shougang: Assistant General Manager, Garment Division Manager of the Company. He was born in 1970, MBA and

senior engineer, once was Director of Weaving Factory, Manager of Weaving Business Department and Manager of Quality Control

Department in the Company.

21. Mr. Zhang Zhanqi: General Manager Assistant and deputy General Manager in Lufeng Weaving & Dyeing of the Company. He

was born in 1972, MBA, once worked as Director of Fabric Finishing Plant and Manager of Quality Control Department.

22. Mr. Zhang Keming: Manager of Financial Department of the Company. He was born in 1968, MBA and senior accountant. From

2002 to 2006, he held the post of Deputy Manager of Financial Department; from Apr. 2006 to present, he has acted as General

Manager of Financial Department.

23. Mr. Pan Pingli: Manager of International Business Department II. He was born in 1968 and MBA degree holder. He ever acted as

General Manager of International Business Department of the Company.

24. Mr. Lv Yongchen: Deputy General Manager of Lufeng Weaving and Dyeing Co., Ltd. He was born in 1968 and MBA degree

holder. From 2002 to 2010, he acted as Deputy Manager of International Business Department in the Company.

25. Mr. Yu Shouzheng: Energy Business Manager of the Company. He was born in 1968, MBA degree holder and engineer. He once

worked as Director of Dynamic Department in the Company. From 2007 to present, he has acted as Manager of Energy Business

Department in the Company.

26. Mr. Quan Peng: Marketing Manager of the Company. He was born in 1967, MBA degree holder. From 2004 to prese

nt, he has acted as Marketing Manager.

27. Mr. Wang Changzhao: General Manager of International Business Department I of the Company. He was born in 1974 and had

acted as General Manger Assistant of International Business Department.

28. Mr. Fujiwara Matsuzaka: General Manager of International Business Department II of the Company. He was born in 1973 and

had acted as General Manager of International Business Department I of the Company.

29. Mr. Shang Chenggang: Manager of Enterprise Management Department and Management Representative. He was born in 1973

and had acted as Vice President of General Manager Office and Present.

Employment in shareholders’ companies

54

2015 Annual Report of Lu Thai Textile Co., Ltd.

√ Applicable □ Inapplicable

Whether receiving

Posts held in subsidies and

Name of Start date of Expiration

Name of shareholders’ companies shareholders’ remuneration in

employers tenure Date of tenure

companies shareholders’

companies

Chairman of

Liu Shizhen Zibo Lucheng Textile Investment Co., Ltd. the Board of 28 Sep. 1998 No

Directors

Chairman of

Xu Zhinan Tailun (Thailand) Textile Co., Ltd. the Board of 29 Jan. 1985 No

Directors

Mr. Liu Shizhen is the legal representative of Zibo Lucheng Textile Investment Co., Ltd., holding 21% equities of

Explanations

Zibo Lucheng Textile Investment Co., Ltd. and he is the largest shareholder as well as the actual controller. Basic

about holding

information about Mr. Liu Shizhen: Chinese, no right of residence in other countries or regions. Mr. Xu Zhinan is

posts in

the sponsor of foreign capital of the Company, shareholder of Tailun (Thailand) Textile Co., Ltd. and Tailun

shareholders’

(Thailand) Textile Co., Ltd. is the second largest shareholder of the Company. Basic information about Mr. Xu

companies

Zhinan: Thai.

Employment in other companies

√ Applicable □ Inapplicable

Whether

Posts held in receiving

Name of Start date of Expiration Date

Name of other companies shareholders’ subsidies and

employers tenure of tenure

companies remuneration in

other companies

Beijing Sichuang Adornments Co., Ltd., Chairman of

Liu Shizhen Lu Thai (Hong Kong) Textile Co., Ltd. the Board of 11 Jul. 2000 No

Lufeng Weaving & Dyeing Co., Ltd. Directors

Zibo Xinsheng Power Co., Ltd., Zibo Luqun

Textile Co., Ltd., Xinjiang Lu Thai Harvest Director,

Cotton Co., Ltd., Xinjiang Lu Thai Textile Supervisor,

Co., Ltd., Beijing Sichuang Adornments Supervisory

Liu Zibin 7 Dec. 2015 No

Co., Ltd., Beijing Lu Thai Youxian Board

E-commerce Co., Ltd., Lu Thai (America) Chairman,

Textile Co., Ltd., Shanghai Lu Thai Textile GM

Garment Co., Ltd.

Xinjiang Lu Thai Harvest Cotton Co., Ltd.,

Xinjiang Lu Thai Textile Co., Ltd., Lufeng

Wang Yongshui Weaving & Dyeing Co., Ltd. Zibo Luqun Director 17 Jun. 2003 No

Textile Co., Ltd., Lu Thai (Burma) Textile

Co., Ltd.

55

2015 Annual Report of Lu Thai Textile Co., Ltd.

Director,

Beijing Lu Thai Youxian E-commerce Co.,

Supervisory

Ltd., Xinjiang Lu Thai Harvest Cotton Co.,

Qin Guiling Board 17 Jun. 2003 No

Ltd., Zibo Luqun Textile Co., Ltd., Beijing

Chairman,

Sichuang Adornments Co., Ltd.

Director

Executive

Zhou Zhiji Shandong Jinheng Consulting Co., Ltd. Director, 1 Jan. 2008 Yes

Manager

General

Manager and

Director of

OTC Marketing Department of Qilun Beijing

Wang Lei Securities Co., Ltd., SME Financing United 1 Jun. 2011 Yes

Department in Qilun Securities Co., Ltd. Cooperation

Center,

General

Manager

Xu Jianjun Beijing Deheng Law Offices Partner 1 Aug. 2004 Yes

Associate

Zhao Yao Shandong University of Technology 1 Mar. 2001 Yes

Professor

Explanations

about

Except independent directors, other companies directors, supervisors, senior executives are holding posts in are all

employment in

controlling subsidiaries of the Company.

other

companies

Particulars about the Company's current directors, supervisors and senior executives ‘punishments from Securities Regulatory

Institution of recent three years in reporting period

□ Applicable √ Inapplicable

IV. Remuneration for directors, supervisors and senior management

Decision-making procedure, determining basis and actual payment for the remuneration of directors, supervisors and senior

management

Decision-making Remuneration committee under the board of directors is responsible for formulating assessment

procedures of standards of directors and senior executives and conducting assessment; for formulating and reviewing

remuneration of directors, remuneration policy and program of directors and senior executives; it is responsible for the board of

supervisors, senior directors. The remuneration committee, according to appraisal results of position performance and

executives motivation and restriction plan for senior executives, proposes amount of payment and methods of

reward for directors and senior executives and submits the above resolutions to the board of directors for

ratification after the approval by voting.

Determinate basis of The Chief Accountant Office, the Corporate Management Department and the HR Department of the

remuneration of directors, Company was responsible for preparations for the decision-making of the Remuneration and Appraisal

56

2015 Annual Report of Lu Thai Textile Co., Ltd.

supervisors, senior Committee by providing relevant information of the Company as follows: (I) accomplishment of main

executives financial and business objectives; (II) accomplishment of relevant indicators of other listed companies in

the sector; (III) work scope and main responsibilities of senior management staff.

The remuneration committee appraised directors and senior management staff according to the

completion situation of the Company’s performance and the annual appraisal results of senior

management staff were put forward according to the performance appraisal results and the senior staff

incentive and disciplinary plan. Upon approval by voting, the results were reported to the Board of

Directors for approval.

Actual payment of The number of incumbent directors, supervisors and senior executives is 29, among which there are 28

remuneration of directors, persons actually receiving remuneration from the Company. Till 31 Dec. 2015, the total amount of

supervisors, senior annual payment drawn from the Company by directors, supervisors and senior executives is

executives RMB22.4557 million (before tax).

Remuneration of the directors, supervisors and senior management of the Company during the reporting period is as follow:

Unit: RMB Thousand Yuan

Whether gained

Total before-tax

remuneration

remuneration

Name Position Gender Age Current/former from the related

gained from the

parties of the

Company

Company

Director/General Incumbent

Liu Zibin Male 51 141.64 No

Manager

Chairman of the Incumbent No

Liu Shizhen Board of Male 76 133.78

Directors

Vice chairman of Male Incumbent No

Xu Zhinan the Board of 86 30.85

Directors

Fujiwara Director/Senior Male Incumbent No

76 387.5

Hidetoshi Consultant

Chen Ruimou Director Male 72 Incumbent 30.85 No

Zeng Facheng Director Male 65 Incumbent 1.19 No

Director/Vice Male Incumbent No

Wang Fangshui Director/Chief 55 141.28

Engineer

Director/Vice Dir Incumbent No

Qin Guiling ector/ Chairman Female 50 140.42

Secretary

Independent Incumbent No

Zhou Zhiji Male 53 4.8

Director

57

2015 Annual Report of Lu Thai Textile Co., Ltd.

Independent Incumbent No

Wang Lei Female 46 4.8

Director

Independent Male Incumbent No

Xu Jianjun 42 4.8

Director

Independent Male Incumbent No

Zhang Chengzhu 65

Director

Independent Male Incumbent No

Zhao Yao 46 4.8

Director

Supervisory Male Incumbent No

Li Tongmin 60 140.61

Board Chairman

Liu Zilong Supervisor Male 48 Incumbent 63.42 No

Dong Shibing Supervisor Male 47 Incumbent 61.88 No

Deputy General Male Incumbent No

Zhang Jianxiang 48 96.94

Manager

Zhang Hongmei Chief Accountant 女 46 Incumbent 88.67 No

General Manager Male Incumbent No

Assistant,

Wang Jiabin Manager of 53 84.01

Production

Department

Assistant General Male Incumbent No

Manager,

Zhang Shougang 46 73.83

Garment Division

Manager

Assistant General Male Incumbent No

Manager, Deputy

General Manager

Zhang Zhanqi 44 75.5

of Lufeng

Weaving &

Dyeing Co., Ltd.

Manager of Male Incumbent No

Zhang Keming 48 61.61

Financial Dep.

Manager of Male Incumbent No

Pan Pingli International 48 61.89

Business Dep. III

Deputy General Male Incumbent No

Manager of

Lv Yongchen Lufeng Weaving 48 61.52

& Dyeing Co.,

Ltd.

58

2015 Annual Report of Lu Thai Textile Co., Ltd.

Manager of Male Incumbent No

Yu Shouzheng Energy Business 48 61.35

Dep.

Marketing Male Incumbent No

Quan Peng 49 61.68

Manager

Manager of the Male Incumbent No

First Department

Wang Changzhao 42 59.99

of International

Business

Manager of the Male Incumbent No

Second

Fujiwara

Department of 43 106.26

Matsuzaka

International

Business

Manager of Male Incumbent No

Shang Enterprises

43 59.7

Chenggang Management

Department

Total -- -- -- -- 2,245.57 --

Situations of equity incentives awarded to the directors, supervisors and senior management of the Company during the reporting

period

□ Applicable √ Inapplicable

V. About employees

1. Number of the employees, component difference and educational background

Number of the serving employees of the parent company

16,653

(person)

Number of the serving employees of the major subsidiaries

5,792

(person)

Total number of the serving employees (person) 22,445

Total number of the employees receiving the salary of the

22,445

reporting period (person)

Number of the left and retired employees that the parent

company and the major subsidiaries should undertake the 0

expenses (person)

Component difference

Category Number (person)

Production personnel 15,621

59

2015 Annual Report of Lu Thai Textile Co., Ltd.

Sales personnel 644

Technical personnel 5,714

Financial personnel 86

Administrative personnel 380

Total 22,445

Educational background

Category Number (person)

Doctor 2

Master 80

Bachelor 988

College 5,555

High school and below 15,820

Total 22,445

2. Remuneration policy

The Company has formulated a remuneration management system with its principle being “payment according to

one’s work and more pay for more work”. Through post evaluation and through researches of Social salary levels

carried out as multi-faceted, as well as the formulation of the reasonable salary management system, fully

demonstrates the internal fairness, self fairness and external fairness. It has greatly motivated the employees and

enhanced the corporate management.

3. Training plan

Trainings will be carried out according to requirements of the Company’s strategic development planning,

improvement of employees’ capability, performance management, employees’ career planning, etc. The annual

training plan is determined by carrying out researches on training needs. And the training courses fall into three

major categories, i.e. management, technical skills and general knowledge. Through these trainings, the Company

will improve the knowledge structure of its employees, improve their job skills and increase their comprehensive

quality to provide excellent human resources for the long-term, sustained and stable development of the Company.

4. Labor outsourcing

□ Applicable √ Inapplicable

60

2015 Annual Report of Lu Thai Textile Co., Ltd.

Section IX. Corporate Governance

I. Basic condition of corporate governance

1. The Company continued to perfect the corporate governance structure, establish and perfect the modern enterprise system and

ensure the efficient and standardized operation of the Company’s Shareholders’ General Meeting, Board of Directors, Board of

Supervisors and Senior Executives strictly according to Company Law, Securities Law and Governing Rules for Listed Company as

well as relevant stipulations and requirements from CSRC. It formed a relationship of clear division of rights and responsibilities,

assuming each own functions and check and balance each other between the management organ, decision-making organ, supervisory

organ and management layer, so as to provide a good internal operational environment for the Company’s standardized and efficient

operation. At present, there is no difference between the actual situation of the Company’s corporate governance structure and the

requirements on the corporate governance of CSRC and Shenzhen Stock Exchange.

2. About shareholders and Shareholders’ General Meeting

The Company convened and held the Shareholders’ General Meeting in strict accordance with the requirements from the Rules for

Shareholders’ General Meeting in Listed Companies and the stipulation of the Rules of Procedure for Shareholders’ General Meeting.

During the reporting period, as for the contents such as providing the internet voting platform and the individual voting calculation as

well as the disclosure of the medium and small shareholders, the Company revised part of the regulations of the Articles of

Association and Rules of Procedure of the Shareholders' General Meeting of Lu Thai Textile Co., Ltd. according to the requirements

of the Rules of Procedure of the Shareholders' General Meeting of Listed Companies (revised in 2014) and Articles of Association of

Listed Companies (revised in 2014), which ensured all shareholders especially medium to small shareholders to enjoy equal rights

and fully exercise their own rights.

3. About the relationship between the principal shareholders and the Company

The Company’s principal shareholders acted according to relevant standards without directly or indirectly intervening the Company’s

decision-making and operating activities over the Shareholders’ General Meeting; the Company was independent with its principal

shareholders in business, personnel, assets, organization, finance, and the Company’s Board of Directors, Supervisory Committee

and Internal Organs could completely independent to operate. There was no situation about annexing the assts or occupation of funds

of the Company by principal shareholders or other events on infringing the interest of the Company and other shareholders.

4. About the directors and Board of Directors

The Company nominated and elected directors in strict accordance with the Articles of Association, the structure of the Board of

Directors and the number of independent directors was in compliance with the requirement of laws and regulations. Besides, it

established four special committees such as Strategy Committee, Nomination Committee, Audit Committee and Remuneration &

Appraisal Committee in accordance with the Rules of Procedure for the Board of Directors, and accordingly promulgated the work

rules for the committees. The committees clearly understood their responsibilities and operated well. The directors and independent

directors completely enjoyed the rights stipulated in Company Law and Articles of Association, which ensure the scientific and

impartial decision made by the Board of Directors of the Company. During the reporting period, the Company revised the Rules of

Procedure of the Board of Directors of Lu Thai Textile Co., Ltd. according to the actual situation and revised the number of the

Directors.

5. About supervisors and Supervisory Committee

The Company’s Supervisory Committee and supervisors conscientiously performed their duties by strictly implementing relevant

regulations of Articles of Association and the Rules of Procedure for Supervisory Committee, and conducted effective supervision on

the Company’s finance, the legal and regulatory compliance of directors and senior executive in duty performance.

6. About information disclosure and the transparency

61

2015 Annual Report of Lu Thai Textile Co., Ltd.

The Company authentically, accurately, completely and timely performed its information disclosure responsibility in strict

accordance with the stipulations of the Stock Listing Rules of Shenzhen Stock Exchange and relevant laws and regulations. Moreover,

it ensured all shareholders have equal opportunity to gain information by disclosing information in strict accordance with

Management System on Information Disclosure and Management System on Information Insiders as well as relevant stipulations.

7. Investors relationship management

The Company has established the Management System on Investor Relationship, and it paid special attention to the management of

investor relationship and continued to maintain good communication with investors during executing the said system. During the

reporting period, through attending the investor exchanging fair, accepting investors’ on-site visit and consultant by way of on-site

research and phone, the Company introduced its situation of production and operation and development strategy to the investors, so

as to enhance their under standing of the Company and increase the Company’s market transparency, as well as establish a good

corporate image in the capital market. Meanwhile, it fully took advantage of the investor interactive platform of Shenzhen Stock

Exchange to answer the questions and consultant from investors, and accepted the advices and opinion proposed by them, so as to

maintain a healthy and good relationship between the Company and the investors.

8. About relevant beneficiaries

The Company fully respected and protected the legal rights of its customers, banks, suppliers, other creditors, staffs and consumers,

etc., as well as paid special attention to the active cooperation with the said relevant beneficiaries, so as to mutually promote the

sustainable and healthy development of the Company.

Whether it exists any difference between the corporate governance and the Company Law and relevant rules of CSRC or not?

□ Yes √ No

There is no difference between the corporate governance and the Company Law and relevant rules of CSRC.

II. Particulars about the Company’s separation from the controlling shareholder in respect of

business, personnel, assets, organization and financial affairs

1. As for the business: the Company completely separates from the controlling shareholders in the business that possesses the entirely

independent production, supply and sales system and the autonomous operating ability.

2. As for the personnel: the Company remains completely independent in the Human Resources aspects such as the labor, the

personnel and the wages with entirely independent self-controlling ability .

3. As for the assets: the Company possesses the entire and independent legal person property right with independent and perfect the

production system, auxiliary production systems and supporting facilities; and possesses the independent ownership of the intangible

assets such as the i Industrial property, trademarks, non-patented technology.

4. As for the institution: the organizations and institutions of the Company are all independent and perfect that there is no any

situation of working with the controlling shareholders.

5. As for the finance: the Company possesses independent financial departments with normative financial accounting system and

financial management system as well as internal control system with independent bank account.

III. Horizontal competition

□ Applicable √ Inapplicable

62

2015 Annual Report of Lu Thai Textile Co., Ltd.

IV. Particulars about annual shareholders’ general meetings and temporary shareholders’

general meetings held during the reporting period

1. Particulars about annual shareholders’ general meetings during the reporting period

Proportion of

Index to the

Session Type investors' Convening date Disclosure date

disclosed

participation

Announcement on

the Resolution of the

Meeting (No.:

2015-020) disclosed

2014 Annual General Annual General on 21 May 2015 on

0.00% 20 May 2015 21 May 2015

Meeting Meeting Securities Times, Ta

Kung Pao, Shanghai

Securities News and

http://www.cninfo.co

m.cn

Announcement on

the Resolution of the

Meeting (No.:

2015-029) disclosed

2015 1st

Extraordinary on 6 Aug. 2015 on

Extraordinary 0.00% 5 Aug. 2015 6 Aug. 2015

General Meeting Securities Times, Ta

General Meeting

Kung Pao, Shanghai

Securities News and

http://www.cninfo.co

m.cn

Announcement on

the Resolution of the

Meeting (No.:

2015-043) disclosed

2015 2nd

Extraordinary on 30 Sep. 2015 on

Extraordinary 0.00% 29 Sep. 2015 30 Sep. 2015

General Meeting Securities Times, Ta

General Meeting

Kung Pao, Shanghai

Securities News and

http://www.cninfo.co

m.cn

Announcement on

rd

2015 3 the Resolution of the

Extraordinary

Extraordinary 0.00% 30 Dec. 2015 31 Dec. 2015 Meeting (No.:

General Meeting

General Meeting 2015-055) disclosed

on 31 Dec. 2015 on

63

2015 Annual Report of Lu Thai Textile Co., Ltd.

Securities Times, Ta

Kung Pao, Shanghai

Securities News and

http://www.cninfo.co

m.cn

2. Special Shareholders’ General Meeting applied by the preferred stockholder with restitution of voting

right

□ Applicable √ Inapplicable

V. Performance of the Independent Directors

1. Particulars about the independent directors attending the board sessions and the shareholders’ general

meetings

Particulars about the independent directors attending the board sessions

Sessions required Attendance by Non-attendance

to attend during Attendance in way of Entrusted in person for two

Independent director Absence rate

the reporting person telecommunicati presence (times) consecutive

period on times

Zhou Zhiji 12 2 10 0 No

Wang Lei 12 0 11 1 0 No

Xu Jianjun 12 1 11 0 No

Zhang Chengzhu 12 1 11 0 No

Zhao Yao 12 5 7 0 No

General meetings sat in on by

2

independent directors

Notes to non-attendance in person for two consecutive times

2. Particulars about independent directors proposing objection on relevant events

Whether independent directors propose objection on relevant events or not?

□ Yes √ No

During the reporting period, no independent directors proposed any objection on relevant events of the Company.

3. Other explanations about the duty performance of independent directors

Whether advices to the Company from independent directors were adopted or not

√ Yes □ No

Explanation on the advices of independent directors for the Company being adopted or not adopted

64

2015 Annual Report of Lu Thai Textile Co., Ltd.

The Independent Directors of the Company had not raised any objection to the proposals and other events approved and reviewed by

the Board of the Directors while executed the carefully review on the events needed advices and put forward the professional

suggestion and advice as well as stated 13 independent advices which improved the scientificity and objectivity of the

decision-making that exerted the due role on the supervision mechanism for improving the Company.

VI. Performance of the Special Committees under the Board during the reporting period

I. Duty fulfillment of Audit Committee under the Boar

1. The Audit Committee of the 7th Board of the Directors held the 1st Meeting of Y2015 on 22 Apr. 2015, which reviewed and

approved the 2015 Derivatives Trading Plan of Lu Thai Textile Co., Ltd. and stated the written advice:the Company faced with the

pressure of the enlarged fluctuation rage of the exchange rate of the foreign currency market Renminbi to the US dollar and the

derivatives trading plan raised by the Finance Department was the efficient instrument for avoiding the exchange rate risks, and

through the strengthen of the internal control as well as the execution of stop loss processing and the risk prevention measures could

improve the operating and management level and benefit to the fully exertion of the competition advantage of the Company. Under

the premises of guaranteeing the normal operation, the Company used the self-owned funds to execute the derivatives trading, which

was benefit for the avoiding of the changes risks of the Renminbi exchange rate and for improving the prevention ability of the

Company against the exchange rate fluctuation and the operating level as well as for fully exerting the competition advantage of the

Company without any situation that harm the benefits of the Company and the whole shareholders. We believed the derivatives

trading plan was feasible and necessary with the risks were controllable. And we agreed to submit the 2015 Derivatives Trading Plan

of Lu Thai Textile Co., Ltd. to the 20th Session of the 7th Board of the Directors for review and approval.

2. The Audit Committee of the 7th Board of the Directors held the1st Meeting of Y2016 on 3 Mar. 2016, which reviewed and the

approved the Proposal on the Withdrawal of the Assets Impairment Provision and stated the written advice:for fairly reflected the

value of each asset of the Company and according to the relevant regulations of the ASBE and Management System of the

Withdrawal of the Assets Impairment Provision of Lu Thai Textile Co., Ltd. and the Company had executed the examination of each

asset at the year-end of 2015 as well as the impairment test of the assets with impairment indication and when the estimated

recoverable amount of each asset was lower than its book value should execute the withdrawal of the assets impairment provision

through recognition or measurement. We considered that the events of the withdrawal of the assets impairment provision met with

the ASBE and the relevant accounting policies of the Company with sufficient evidence as well as indicated the accounting

conservation principles and met with the actual situation of the Company. After the withdrawal of the assets impairment provision,

the events could more fair to reflect the financial condition, assets value and operating results of the Company up to 31 Dec. 2015,

which made the accounting information of the Company more reasonable. The Company agreed to submit the Proposal on the

Withdrawal of the Assets Impairment Provision to the 30th Session of the 7th Board of the Directors for review and approval.

3. Major work of the 2015 annual report of the Audit Committee:

(1) The Audit Committee had held the 2015 1st Meeting of the Audit Committee on the Financial Audit Work in the meeting room of

the Company on 17 Nov. 2015 and the meeting had confirmed the time and arrangement plan of the 2015 annual financial audit work

unanimously with the 2015 Audit Institution Ruihua CPAs (LLP).

(2) On 30 Jan. 2016, the Audit Committee had held the 2nd Meeting of the 2015 audit work, which reviewed and submitted the

financial report audited by Ruihua CPAs (LLP) and issued the written advice.

(3) During the audit process, the Company had been maintained the contract and communication with the project leader of Ruihua

CPAs (LLP) by the methods such as the telephones and e-mails and had been urged which to submit the audit report within the

appointed time.

(4) The 3rd Meeting on 2015 Annual Audit, as well as the 2015 Annual Work Conference, were convened by the Committee on 27 Mar.

2016, where the following proposals were approved as resolutions, namely, the audited 2015 Financial Report of the Company, the

65

2015 Annual Report of Lu Thai Textile Co., Ltd.

Summary Report on the Audit Conducted by Ruihua CPAs (LLP) on the Company’s 2015 Financial Report, and the Proposal on

Renewing Employment of Ruihua CPAs (LLP) as the Company’s audit agency for 2016.

4. Written opinions, summary report of the annual audit, and resolutions of 2014 Work Conference on Annual Report by Audit

Committee

(1) Audit Committee’s written opinion on the 2015 financial and accounting statements prepared by the Company’s Financial

Department before the presence of the registered accountants for the annual audit:

According to the Rules for Audit Committee of the Board Concerning Annual Reports of Lu Thai Textile Co., Ltd., the Audit

Committee shall perform its duties of conducting supervision and checks in the Company’s preparation and disclosure of its annual

reports. The Committee reviewed the 2015 financial and accounting statements prepared by the Company’s Financial Department

before the presence of the registered accountants for the annual audit, and expressed its opinion as follows:

1. The financial and accounting statements were prepared in accordance with the Company’s accounting policy with proper

application of the accounting policy and reasonable accounting estimates, which were in line with the New Accounting Standards for

Business Enterprises, the Accounting System for Business Enterprises, and the relevant regulations issued by the Ministry of Finance

of PRC;

2. The subsidiary statements included in the Company’s consolidated statements were complete in terms of contents, providing an

accurate basis for the statement combination;

3. The Company’s financial statements were found objective, factual and accurate with no major misstatements or information

omission.

4. Since there is still a certain period of time from this review of the financial statements to the formal issuance of the auditor’s report

and the financial statements, the Company’s Financial Department is advised to pay close attention to and carefully handle the

matters after the balance sheet date, so as to ensure the fairness, factuality and completeness of the financial statements. The Audit

Committee is of the opinion that the financial and accounting statements are ready to be submitted to the registered accountants for

audit.

(2) Audit Committee’s written opinion on the Company’s financial statements after the preliminary audit opinion was issued by

Ruihua CPAs (LLP):

According to the Rules for Audit Committee of the Board Concerning Annual Reports of Lu Thai Textile Co., Ltd., the Audit

Committee shall perform its duties of conducting supervision and checks in the Company’s preparation and disclosure of its annual

reports. We effectively communicated with the said CPA firm (LLP) at the beginning of the audit. And we once again reviewed the

Company’s 2015 financial and accounting statements following the preliminary audit opinion issued by the CPA firm (LLP), and

expressed our opinions as follows:

In accordance with the New Accounting Standards for Business Enterprises and the Company’s relevant financial rules, the financial

statements were prepared in a rational and standardized way, which fairly, factually, accurately and completely presented the

Company’s assets, liabilities, shareholders’ equity and operation results by 31 Dec. 2015.

The Audit Committee is of the opinion that the Company’s 2015 financial and accounting statements preliminarily audited by RSM

China Certified Public Accountants (Special General Partnership) are ready to be submitted to the 31st Session of the 7th Board of the

Directors for review.

(3) Resolutions made at 2015 Annual Work Conference of Audit Committee of the Board

The Audit Committee of the Board of Lu Thai Textile Co., Ltd. held its 2015 Annual Work Conference at Banyang Villa Meeting

Room of the Company on 27 Mar. 2016. Three persons were supposed to attend the meeting, and all three of them were in fact

present at the meeting as well as the Chief Accountant, the Manager Assistant of the Audit Department, the project responsible person

of Lu Thai of Ruihua CPAs attended the meeting. Mr. Qi Haodong, Chairman of the Audit Committee, presided over the meeting,

and Chief Accountant and Chief Auditor of the Audit Department sat in on the meeting. The meeting was convened in accordance

with the Company Law and the Articles of Association of the Company. And the following proposals were passed by vote at the

66

2015 Annual Report of Lu Thai Textile Co., Ltd.

meeting:

I. With 3 favorable votes, 0 negative votes and no abstentions, the 2015 Financial Report of the Company audited by Ruihua CPAs

(LLP) was passes;

II. With 3 favorable votes, 0 negative votes and no abstentions, the Summary Report on the Audit Conducted by Ruihua CPAs (LLP)

on the Company’s 2015 Financial Report was passed;

III. With 3 favorable votes, 0 negative votes and no abstentions, the Proposal on Renewing Employment of Ruihua CPAs (LLP) as

the Company’s audit agency and internal control audit agency for 2016 was passed with a valid term of 1 year. The Company paid

RMB1.585 million to the said CPAs firm as fees for the 2015 annual financial report audit and internal control audit.

The Committee agrees to submit the above-mentioned proposals 1 and 3 to the Board of Directors for examination on the 31st Session

of the 7th Board of Directors.

II. Duty performance of Remuneration Committee affiliated to the Board of Directors

1. The Remuneration Committee of the Board of Lu Thai Textile Co., Ltd. held the First Conference in 2015 at Banyang Villa

Meeting Room of the Company on 27 Mar. 2015. Six persons were supposed to attend the meeting, and all of them were in fact

present at the meeting. The meeting held by the Company met with the relevant regulations of Company Law and the Articles of

Association of the Company and reviewed and approved the Proposal on the 2014 Appraisal Result of the Senior Executives of Lu

Thai Company by the voting method and agreed to submit the above-mentioned proposal to the Board of Directors for examination

on the 19th Session of the 7th Board of Directors.

2. Accoridng to the authorization of the 19th Session the 7th Board of Directors of Lu Thai Company, Remuneration Committee of

the Board of Lu Thai Textile Co., Ltd. held the Second Conference in 2015 at Banyang Villa Meeting Room of the Company on 4

Jun. 2015. Six persons were supposed to attend the meeting, and all of them were in fact present at the meeting. Of which Liu

Shizhen, Liu Zibin and Zhang Yao voted in field while Zhang Chengzhu, Zhou Zhiji and Wang Lei voted by communication

methods with the Chief Accountant, Board Secretary attended the meeting. The meeting held by the Company met with the relevant

regulations of Company Law and the Articles of Association of the Company. And the meeting reviewed and approved the Proposal

on the 2014 Risks Funds Assessment Result and the Grant Quota by the voting method.

III. Duty performance of strategic committee affiliated to the Board of Directors

The Strategic Committee of the Board of Directors of Lu Thai Textile Co., Ltd. held the First Conference in 2015 at Banyang Villa

Meeting Room of the Company on 27 Mar. 2015. 13 persons were supposed to attend the meeting, and all of them in fact present at

the meeting. Mr. Liu Shizhen, Chairman of the Strategic Committee, presided over the meeting, and Chief Accountant sat in on the

meeting. The meeting was convened in accordance with the Company Law and the Articles of Association of the Company. The

following proposals were passed unopposed by vote:

1. Overall Strategic Objectives of Yarn Dyed Fabric of Lu Thai Textile Co., Ltd. for 2015-2017.

2. Overall Strategic Objectives of Shirts Processing of Lu Thai Textile Co., Ltd. for 2015-2017.

3. Brand, R&D, human resources, fabric information, and clothing manufacture ERP engineering sub-plan.

4. 2015 Annual Operation Plan of Lu Thai Textile Co., Ltd.

IX. Duty performance of nominations committee affiliated to the Board of Directors

1. The Company held the 1st meeting of 2015 of the norminations committee of the 7th Board of Directors on 27 Oct. 2015 according

to the relevent regulations of the Articles of Association, with 6 favorable votes, 0 negative votes and no abstentions, the proposal on

nominating the Director and GM-Mr. Liu Zibin as the candicate of the Chairman of the Board of the 7th Board of Director and had

submitted which to the 26th Session of the 7th Board of Directros for approval. The 26th Session of the 7th Board of Directors reviewed

and approved the proposal.

VII. Performance of the Supervisory Committee

During the reporting period, the Supervisory Committee found whether there was risk in the Company in the supervisory activity

67

2015 Annual Report of Lu Thai Textile Co., Ltd.

□ Yes √ No

The Supervisory Committee has no objection on the supervised events during the reporting period.

VIII. Performance Evaluation and Incentive Mechanism for Senior Management Staff

In the reporting period, Remuneration Committee of the Board of Directors appraised operating achievements of the Company for

the year 2014 according to Incentive and Restricted Proposal for Senior Executives of Lu Thai Textile Co., Ltd, and drew up

incentive proposal for senior executives, which will be executed after review and approval by the 19th Session of the 7th Board of

Directors dated 28 Mar. 2015. During the reporting period, the Company constantly improved the performance evaluation

mechanism and made the evaluation and incentive of the Senior Executives concerned with the Company’s performances and the

individual working results. According to the overall development strategy and the annual operating target of the Company at the

period-begin, the Company confirms the annual performance comprehensive indication and the management duty of each Senior

Executives, and executes the performance examination and the redemption of the rewards and punishment for the Senior Executives

by the Remuneration and Examination Committee affiliated to the Board of Directors at the year-end. The Company will constantly

improve the evaluation and incentive mechanism that to tightly concern the salary of the Senior Executives with the management

level and the operating performance so that to fully mobilize and inspire the initiative and creativity of them.

IX. Internal Control

1. Particulars about significant defects found in the internal control during reporting period

□ Yes √ No

2. Self-appraisal report on internal control

Disclosure date of the Self-appraisal

30 Mar. 2016

Report on Internal Control

For the details, please refer to the Self-appraisal Report on Internal Control of Lu Thai

Disclosure index of the Self-appraisal

Textile Co., Ltd. simultaneously disclosed on www.cninfo.com.cn with the 2015

Report on Internal Control

Annual Report of the Company.

The proportion of total assets included in

evaluation scope entities in the

93.72%

Company's total assets of the consolidated

financial statements

The proportion of operation revenue

included in evaluation scope entities in

94.80%

the Company's operation revenue of the

consolidated financial statements

Defect judging standards

Category Financial Report Non-Financial Report

Great defect: malpractices of the Directors, Great defect: violated the national laws

Qualitative criteria

Supervisors and Senior Executives; the and regulations; the decision-making of

68

2015 Annual Report of Lu Thai Textile Co., Ltd.

Company revised the published financial the enterprise was not scientific that led

report; the CPA founded the current financial to the mistakes of itself; outflow of the

report occurred significant misstatement management personnel or the technician

while during the operating process of the personnel was serious; frequently

internal control could not founded the appeared the negative news from the

misstatement; the supervision of the Audit Media; the significant business lacked of

Committee and the internal audit institution systematic control or the systematic

of the Company on the internal control was control was invalid; the result of the

invalid. Significant defeat: had not abide by internal control assessment which was

the generally accepted accounting principles the great defect event had not been

to choose and apply the accounting policies; revised. Significant defeat: violated the

had not built up the anti-fraud and significant enterprise internal regulations that

counterbalance mechanism and control caused rather serious losses; significant

measures; during the financial report business lacked of systematic control;

process, there occurred single or multiple outflow of the rather important personnel

defects which not reached the recognition was serious; the Media reported the

standard of the significant defeat but negative news that caused rather serious

influenced the true and accurate target of the negative influence; rather important

financial report. General defect: other business lacked of systematic control or

internal control defect which had not the systematic control was invalid; the

constructed as the great defeat, significant results of the internal control assessment

defect. which as the significant defect had not

been revised. General defect: other

internal control defect which had not

constructed as the great defeat,

significant defect.

Great defect: misstatement≥2% of the total Great defect: the direct financial losses

profits amount; misstatement≥0.3% of the were more than RMB6 million or had

total assets amount; misstatement≥0.3% of been formally and externally disclosed

the total operating income; and caused negative influences on the

misstatement≥0.4% of the total owners’ disclosure of the periodical report of the

equities amount. Significant defect: 1% of Company. Significant defect: the direct

the total profits amount≤misstatement<2% financial losses were of RMB3 million

of the total profits amount; 0.15% of the total (including RMB3 million)-RMB6

assets amount≤misstatement<0.3% of the million or had been punished by the

Quantitative criteria

total assets amount; 0.15% of the total state-owned government sectors while

operating amount≤misstatement<0.3% of the not caused negative influences on the

total operating amount; 0.2% of the total disclosure of the periodical report of the

owners’ equities Company. General defect: the direct

amount≤misstatement<0.4% of the total financial losses were of RMB0.5 million

owners’ equities amount. General defect: (including RMB0.5 million)-RMB 3

misstatement<1% of the total profits amount; million or had been punished by the

misstatement<0.15% of the total assets below-provincial (including the

amount; misstatement<0.15% of the total provincial level) government sectors

69

2015 Annual Report of Lu Thai Textile Co., Ltd.

operating income; misstatement<0.2% of the while not caused negative influences on

total owners’ equities amount. the disclosure of the periodical report of

the Company.

Number of significant defects of financial

0

report (piece)

Number of significant defects of non-

0

financial report (piece)

Number of important defects of financial

0

report (piece)

Number of important defects of

0

non-financial report (piece)

X. Audit report on internal control

√ Applicable □ Inapplicable

Audit opinion paragraphs in the Audit Report on Internal Control

Internal control audit report RHZSZ [2016] No. 37040001

To the shareholders of Lu Thai Textile Co., Ltd.:

According to the relevant requirements of the Enterprise Internal Control Audit Guidelines and the Practicing Standards for China’s

CPAs, we audited the validity of the internal control of the financial report on 31 Dec. 2015 of Lu Thai Textile Co., Ltd. (hereinafter

referred to as “the Company”).

I. Responsibilities of the Company for the internal control

According to the regulations of the C-SOX, the Enterprise Internal Control Application Guidelines and the Enterprise Internal

Control Evaluation Guidance, the Company built and improved as well as efficiently executed the internal control with the

responsibility of the Board of Directors for evaluating the efficiency of it.

II. Responsibilities of the CPA

Our responsibilities are to state the audit advices on the efficiency of the internal control of the financial report based on the

execution of the audit work and to disclose the noticed great defect of the non-financial report internal control.

III. Inherent limitation of the internal control

The internal control possesses its inherent limitation with the possibility of couldn’t prevent and discover the misstatement.

Besides, owning to the changes of the situation, there may cause the inappropriate of the internal control or the degree of the

compliance to the control policies and the process would decrease. The Company predicted that there were certain risks of the

efficiency of the internal control of the future according to the audit results of the internal control.

IV. Audit opinion of the internal control of the financial report

We believe that the Company has made valid internal control on financial report in all significant aspects on 31 Dec. 2015

according to the Basic Rules for Enterprise Internal Control and other relevant stipulations.

Ruihua CPAs (LLP) CPA: Cui Xiaoli

ChinaBeijing CPA: He Feng

Particulars about Audit Report on

Disclosure

Internal Control

70

2015 Annual Report of Lu Thai Textile Co., Ltd.

Disclosure date of the Audit Report

30 Mar. 2016

on Internal Control

Disclosure index of the Audit For details, please refer to the Auditor’s Report on Internal Control on www.cninfo.com.cn at

Report on Internal Control the same time of disclosing the Company’s 2015 Annual Report.

Type of Audit Report on Internal

Unqualified auditor’s report

Control

Whether there is significant defect

No

in non-financial report

Whether the CPAs firm issues an Audit Report on Internal Control with non-standard opinion or not?

□ Yes √ No

Whether the Audit Report on Internal Control from the CPAs firm is in consistent with the Self-appraisal Report from the Board or

not?

√ Yes □ No

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Section X. Financial Report

I. Auditor’s Report

Type of audit opinions Unqualified auditor’s report

Signing date of audit report 28 Mar. 2016

Name of audit institution Ruihua CPAs (LLP)

Document No. of audit report RHSZ [2016] No. 37040002

Name of CPA He Feng, Cui Xiaoli

Text of the auditor’s report

To the shareholders of Lu Thai Textile Co., Ltd.

We have audited the accompanying financial statements of Lu Thai Textile Company Limited (hereinafter refers as “the Company”)

which comprise the Company’s balance sheet and the consolidated balance sheet as at 31 December 2015, the Company’s profit

statement and the consolidated profit statement, the Company’s cash flow statement and the consolidated cash flow statement, the

Company’s statement of changes in owners’ equity and the consolidated statement of changes in owners’ equity, for the year then

ended, as well as the notes to the financial statements.

I. Management’s responsibility for the financial statements

The management of the Company is responsible for the preparation of these financial statements and fair presentation. These

responsibilities include: (1) preparing financial statements according to the Accounting Standards for Business Enterprises and make

them a fair presentation; and (2) designing, implementing and maintaining internal control relevant to the preparation of financial

statements that are free from material misstatement, whether due to fraud or error.

II. Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance

with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the

audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The

procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the

entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the

circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

III. Opinion

In our opinion, the accompanying financial statements has been prepared according to the Enterprise Accounting Standards and give

a true and fair view of the financial position of the Company as at 31 December 2015, and of the financial performance and cash

flows for the year then ended in all material aspects.

Ruihua CPAs (LLP) CPA: He Feng

ChinaBeijing CPA: Cui Xiaoli

28 Mar. 2016

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2015 Annual Report of Lu Thai Textile Co., Ltd.

II. Financial statements

Monetary unit of notes to financial statements: RMB Yuan

1. Consolidated balance sheet

Prepared by Lu Thai Textile Co., Ltd.

31 Dec. 2015

Unit: RMB Yuan

Item 31 Dec. 2015 31 Dec. 2014

Current Assets:

Monetary funds 795,501,196.07 666,293,798.30

Settlement reserves

Intra-group lendings

Financial assets measured at fair

value of which changes are recorded in 71,696,678.70

current profits and losses

Derivative financial assets

Notes receivable 133,145,518.39 113,804,477.43

Accounts receivable 262,848,042.62 211,970,554.10

Accounts paid in advance 196,809,904.13 174,865,932.88

Premiums receivable

Reinsurance premiums receivable

Receivable reinsurance contract

reserves

Interest receivable 653,075.08

Dividend receivable

Other accounts receivable 70,821,406.28 63,378,909.28

Financial assets purchased under

agreements to resell

Inventories 1,743,963,973.24 1,752,570,382.21

Assets held for sale

Non-current assets due within 1 year

Other current assets 57,391,316.34 5,167,324.98

Total current assets 3,332,831,110.85 2,988,051,379.18

Non-current assets:

Loans by mandate and advances

granted

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Available-for-sale financial assets 67,442,600.00 67,442,600.00

Held-to-maturity investments

Long-term accounts receivable 4,980,998.00 6,980,998.00

Long-term equity investment

Investing real estate

Fixed assets 4,907,575,469.84 4,930,848,056.04

Construction in progress 205,094,029.50 123,585,226.80

Engineering materials 6,319,783.17 19,885,765.41

Disposal of fixed assets

Production biological assets 1,177,113.89 1,310,500.00

Oil-gas assets

Intangible assets 363,385,986.63 373,760,347.71

R&D expense

Goodwill 20,613,803.29 20,613,803.29

Long-term deferred expenses 85,124,145.25 28,319,033.27

Deferred income tax assets 62,123,091.53 49,963,446.84

Other non-current assets 34,502,367.27 16,910,237.34

Total of non-current assets 5,758,339,388.37 5,639,620,014.70

Total assets 9,091,170,499.22 8,627,671,393.88

Current liabilities:

Short-term borrowings 802,766,318.90 517,452,946.24

Borrowings from Central Bank

Customer bank deposits and due to

banks and other financial institutions

Intra-group borrowings

Financial liabilities measured at fair

value of which changes are recorded in 46,695,875.00 3,306,200.00

current profits and losses

Derivative financial liabilities

Notes payable 3,109,149.48 7,421,979.09

Accounts payable 248,570,405.57 344,082,239.16

Accounts received in advance 95,077,531.32 82,176,191.45

Financial assets sold for repurchase

Handling charges and commissions

payable

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Payroll payable 291,263,599.62 261,539,206.93

Tax payable 80,615,008.14 74,052,405.97

Interest payable 1,851,876.78 511,373.44

Dividend payable 441,113.64 441,456.54

Other accounts payable 62,514,814.53 58,075,873.18

Reinsurance premiums payable

Insurance contract reserves

Payables for acting trading of

securities

Payables for acting underwriting of

securities

Liabilities held for sale

Non-current liabilities due within 1

100,733,898.72

year

Other current liabilities

Total current liabilities 1,632,905,692.98 1,449,793,770.72

Non-current liabilities:

Long-term borrowings 9,904,645.59

Bonds payable

Of which: preferred shares

Perpetual bonds

Long-term payables 220,000.00

Long-term payroll payables 81,499,403.98 80,360,457.97

Specific payables

Estimated liabilities

Deferred income 96,135,077.91 67,057,221.40

Deferred income tax liabilities 2,192,694.35 2,064,713.02

Other non-current liabilities 1,840,000.00 1,840,000.00

Total non-current liabilities 181,667,176.24 161,447,037.98

Total liabilities 1,814,572,869.22 1,611,240,808.70

Owners’ equity:

Share capital 955,758,496.00 955,758,496.00

Other equity instruments

Of which: preferred shares

Perpetual bonds

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Capital reserves 1,007,146,166.97 1,007,039,561.13

Less: Treasury stock 11,610,721.68

Other comprehensive income 17,090,772.31 -8,440,178.37

Specific reserves

Surplus reserves 815,648,504.28 742,347,832.47

Provisions for general risks

Retained profits 4,053,079,857.70 3,892,066,534.32

Total equity attributable to owners of

6,837,113,075.58 6,588,772,245.55

the Company

Minority interests 439,484,554.42 427,658,339.63

Total owners’ equity 7,276,597,630.00 7,016,430,585.18

Total liabilities and owners’ equity 9,091,170,499.22 8,627,671,393.88

Legal representative: Liu Zibin Person-in-charge of the accounting work: Zhang Hongmei

Chief of the accounting division: Zhang Keming

2. Balance sheet of the Company

Unit: RMB Yuan

Item 31 Dec. 2015 31 Dec. 2014

Current Assets:

Monetary funds 361,326,403.14 250,409,717.93

Financial assets measured at fair

value of which changes are recorded in

current profits and losses

Derivative financial assets

Notes receivable 100,449,603.66 87,341,876.69

Accounts receivable 235,128,453.94 321,897,074.61

Accounts paid in advance 194,884,351.36 193,383,406.51

Interest receivable

Dividend receivable

Other accounts receivable 33,540,540.54 28,049,517.79

Inventories 1,194,474,541.81 1,206,795,514.65

Assets held for sale

Non-current assets due within 1 year

Other current assets 20,665,251.54 1,017,648.28

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Total current assets 2,140,469,145.99 2,088,894,756.46

Non-current assets:

Available-for-sale financial assets 55,282,600.00 55,282,600.00

Held-to-maturity investments

Long-term accounts receivable

Long-term equity investment 1,577,704,740.04 1,170,861,572.56

Investing real estate

Fixed assets 3,086,026,962.51 3,115,567,670.72

Construction in progress 47,195,873.42 77,701,863.38

Engineering materials 4,752,722.48 18,626,397.04

Disposal of fixed assets

Production biological assets

Oil-gas assets

Intangible assets 231,714,546.11 239,561,216.15

R&D expense

Goodwill

Long-term deferred expenses

Deferred income tax assets 56,039,573.79 31,683,250.78

Other non-current assets 25,733,137.67 5,406,401.00

Total of non-current assets 5,084,450,156.02 4,714,690,971.63

Total assets 7,224,919,302.01 6,803,585,728.09

Current liabilities:

Short-term borrowings 509,321,176.41 109,116,402.18

Financial liabilities measured at fair

value of which changes are recorded in 39,527,800.00 3,075,000.00

current profits and losses

Derivative financial liabilities

Notes payable 400,000.00 4,126,949.64

Accounts payable 156,939,081.65 370,179,503.31

Accounts received in advance 52,388,447.07 42,230,252.30

Payroll payable 225,146,911.56 201,779,896.86

Tax payable 44,647,234.36 38,755,976.56

Interest payable 830,073.23 401,695.08

Dividend payable 441,113.64 441,456.54

Other accounts payable 19,453,519.54 22,996,300.29

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Liabilities held for sale

Non-current liabilities due within 1

100,733,898.72

year

Other current liabilities

Total current liabilities 1,049,095,357.46 893,837,331.48

Non-current liabilities:

Long-term borrowings 9,904,645.59

Bonds payable

Of which: preferred shares

Perpetual bonds

Long-term payables

Long-term payroll payables 81,499,403.98 80,360,457.97

Specific payables

Estimated liabilities

Deferred income 61,687,374.76 30,469,481.47

Deferred income tax liabilities

Other non-current liabilities

Total non-current liabilities 143,186,778.74 120,734,585.03

Total liabilities 1,192,282,136.20 1,014,571,916.51

Owners’ equity:

Share capital 955,758,496.00 955,758,496.00

Other equity instruments

Of which: preferred shares

Perpetual bonds

Capital reserves 1,013,498,848.06 1,013,392,242.22

Less: Treasury stock 11,610,721.68

Other comprehensive income

Specific reserves

Surplus reserves 815,648,504.28 742,347,832.47

Retained profits 3,259,342,039.15 3,077,515,240.89

Total owners’ equity 6,032,637,165.81 5,789,013,811.58

Total liabilities and owners’ equity 7,224,919,302.01 6,803,585,728.09

3. Consolidated income statement

Unit: RMB Yuan

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Item 2015 2014

I. Total operating revenues 6,173,322,778.61 6,169,688,792.53

Including: Sales income 6,173,322,778.61 6,169,688,792.53

Interest income

Premium income

Handling charge and commission

income

II. Total operating costs 5,302,761,010.18 5,124,498,428.62

Including: Cost of sales 4,341,034,877.04 4,234,584,418.78

Interest expenses

Handling charge and commission

expenses

Surrenders

Net claims paid

Net amount withdrawn for the

insurance contract reserve

Expenditure on policy dividends

Reinsurance premium

Taxes and associate charges 55,309,984.03 48,737,776.54

Selling and distribution expenses 191,933,295.19 178,283,494.87

Administrative expenses 670,704,384.29 634,545,131.08

Financial expenses 16,481,023.89 15,462,783.19

Asset impairment loss 27,297,445.74 12,884,824.16

Add: Gain/(loss) from change in fair

-60,685,931.36 -33,255,320.00

value (“-” means loss)

Gain/(loss) from investment (“-”

31,540,015.51 28,055,884.70

means loss)

Including: share of profits in

associates and joint ventures

Foreign exchange gains (“-” means

loss)

III. Business profit (“-” means loss) 841,415,852.58 1,039,990,928.61

Add: non-operating income 52,201,733.84 127,350,434.80

Including: Gains on disposal of

959,445.92 2,759,790.52

non-current assets

Less: non-operating expense 10,168,567.50 10,366,369.53

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Including: Losses on disposal of

5,625,603.48 6,075,803.07

non-current assets

IV. Total profit (“-” means loss) 883,449,018.92 1,156,974,993.88

Less: Income tax expense 147,905,990.15 177,597,812.31

V. Net profit (“-” means loss) 735,543,028.77 979,377,181.57

Net profit attributable to owners of

712,193,243.19 958,725,402.84

the Company

Minority shareholders’ income 23,349,785.58 20,651,778.73

VI. After-tax net amount of other

25,530,950.68 -945,858.01

comprehensive incomes

After-tax net amount of other

comprehensive incomes attributable to 25,530,950.68 -945,858.01

owners of the Company

(I) Other comprehensive incomes

that will not be reclassified into gains and

losses

1. Changes in net liabilities or

assets with a defined benefit plan upon

re-measurement

2. Enjoyable shares in other

comprehensive incomes in investees that

cannot be reclassified into gains and

losses under the equity method

(II) Other comprehensive incomes

that will be reclassified into gains and 25,530,950.68 -945,858.01

losses

1. Enjoyable shares in other

comprehensive incomes in investees that

will be reclassified into gains and losses

under the equity method

2. Gains and losses on fair

value changes of available-for-sale

financial assets

3. Gains and losses on

reclassifying held-to-maturity

investments into available-for-sale

financial assets

4. Effective hedging gains and

losses on cash flows

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2015 Annual Report of Lu Thai Textile Co., Ltd.

5. Foreign-currency financial

25,530,950.68 -945,858.01

statement translation difference

6. Other

After-tax net amount of other

comprehensive incomes attributable to

minority shareholders

VII. Total comprehensive incomes 761,073,979.45 978,431,323.56

Attributable to owners of the

737,724,193.87 957,779,544.83

Company

Attributable to minority

23,349,785.58 20,651,778.73

shareholders

VIII. Earnings per share

(I) Basic earnings per share 0.750 1.000

(II) Diluted earnings per share 0.750 1.000

Where business mergers under the same control occurred in this reporting period, the net profit achieved by the merged parties before

the business mergers was RMB0.00, with the corresponding amount for the last period being RMB0.00.

Legal representative: Liu Zibin Person-in-charge of the accounting work: Zhang Hongmei

Chief of the accounting division: Zhang Keming

4. Income statement of the Company

Unit: RMB Yuan

Item 2015 2014

I. Total sales 4,944,030,174.49 4,724,521,057.36

Less: cost of sales 3,648,460,561.91 3,328,499,838.24

Business taxes and surcharges 43,900,218.04 35,182,870.07

Distribution expenses 89,638,305.49 78,585,868.37

Administrative expenses 463,715,559.98 460,305,623.93

Financial costs 11,074,526.15 -3,895,674.90

Impairment loss 105,767,874.66 13,182,245.70

Add: gain/(loss) from change in fair

-36,452,800.00 -28,132,200.00

value (“-” means loss)

Gain/(loss) from investment (“-”

251,963,173.61 84,276,679.09

means loss)

Including: income form investment

on associates and joint ventures

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2015 Annual Report of Lu Thai Textile Co., Ltd.

II. Business profit (“-” means loss) 796,983,501.87 868,804,765.04

Add: non-operating income 21,081,302.96 85,828,034.74

Including: Gains on disposal of

535,631.91 2,643,079.05

non-current assets

Less: non-operating expense 4,557,976.86 5,679,483.40

Including: Losses on disposal of

3,840,466.74 4,845,033.00

non-current assets

III. Total profit (“-” means loss) 813,506,827.97 948,953,316.38

Less: Income tax expense 80,500,109.90 120,859,104.20

IV. Net profit (“-” means loss) 733,006,718.07 828,094,212.18

V. After-tax net amount of other

comprehensive incomes

(I) Other comprehensive incomes that

will not be reclassified into gains and

losses

1. Changes in net liabilities or

assets with a defined benefit plan upon

re-measurement

2. Enjoyable shares in other

comprehensive incomes in investees

that cannot be reclassified into gains

and losses under the equity method

(II) Other comprehensive incomes

that will be reclassified into gains and

losses

1. Enjoyable shares in other

comprehensive incomes in investees

that will be reclassified into gains and

losses under the equity method

2. Gains and losses on fair value

changes of available-for-sale financial

assets

3. Gains and losses on

reclassifying held-to-maturity

investments into available-for-sale

financial assets

4. Effective hedging gains and

losses on cash flows

5. Foreign-currency financial

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2015 Annual Report of Lu Thai Textile Co., Ltd.

statement translation difference

6. Other

VI. Total comprehensive incomes 733,006,718.07 828,094,212.18

VII. Earnings per share

(I) Basic earnings per share 0.77 0.87

(II) Diluted earnings per share 0.77 0.87

5. Consolidated cash flow statement

Unit: RMB Yuan

Item 2015 2014

I. Cash flows from operating activities:

Cash received from sale of

6,030,509,998.21 6,188,950,932.05

commodities and rendering of service

Net increase of deposits from

customers and dues from banks

Net increase of loans from the central

bank

Net increase of funds borrowed from

other financial institutions

Cash received from premium of

original insurance contracts

Net cash received from reinsurance

business

Net increase of deposits of policy

holders and investment fund

Net increase of disposal of financial

assets measured at fair value of which

changes are recorded into current gains

and losses

Cash received from interest, handling

charges and commissions

Net increase of intra-group

borrowings

Net increase of funds in repurchase

business

Tax refunds received 172,608,069.68 169,362,368.52

Other cash received relating to 95,495,004.98 104,846,975.33

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2015 Annual Report of Lu Thai Textile Co., Ltd.

operating activities

Subtotal of cash inflows from operating

6,298,613,072.87 6,463,160,275.90

activities

Cash paid for goods and services 3,307,297,819.20 3,445,428,499.72

Net increase of customer lendings

and advances

Net increase of funds deposited in the

central bank and amount due from

banks

Cash for paying claims of the original

insurance contracts

Cash for paying interest, handling

charges and commissions

Cash for paying policy dividends

Cash paid to and for employees 1,372,174,345.22 1,311,137,432.02

Various taxes paid 356,064,268.45 353,432,796.63

Other cash payment relating to

235,481,235.66 241,066,198.51

operating activities

Subtotal of cash outflows from

5,271,017,668.53 5,351,064,926.88

operating activities

Net cash flows from operating activities 1,027,595,404.34 1,112,095,349.02

II. Cash flows from investing activities:

Cash received from withdrawal of

investments

Cash received from return on

120,000.00

investments

Net cash received from disposal of

fixed assets, intangible assets and other 2,277,031.35 10,105,963.10

long-term assets

Net cash received from disposal of

subsidiaries or other business units

Other cash received relating to

50,940,957.84 35,492,522.48

investing activities

Subtotal of cash inflows from investing

53,217,989.19 45,718,485.58

activities

Cash paid to acquire fixed assets,

intangible assets and other long-term 455,625,977.74 756,763,199.57

assets

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Cash paid for investment

Net increase of pledged loans

Net cash paid to acquire subsidiaries

and other business units

Other cash payments relating to

117,355,791.90

investing activities

Subtotal of cash outflows from

572,981,769.64 756,763,199.57

investing activities

Net cash flows from investing activities -519,763,780.45 -711,044,713.99

III. Cash Flows from Financing

Activities:

Cash received from capital

500,000.00 500,000.00

contributions

Including: Cash received from

minority shareholder investments by 500,000.00 500,000.00

subsidiaries

Cash received from borrowings 1,457,671,792.24 912,000,833.83

Cash received from issuance of

bonds

Other cash received relating to

77,262,230.00 37,814,503.00

financing activities

Subtotal of cash inflows from financing

1,535,434,022.24 950,315,336.83

activities

Repayment of borrowings 1,320,131,980.26 1,115,523,472.45

Cash paid for interest expenses and

505,028,058.43 407,085,121.99

distribution of dividends or profit

Including: dividends or profit paid

9,619,012.38 20,039,282.78

by subsidiaries to minority shareholders

Other cash payments relating to

123,481,516.75 53,943,820.20

financing activities

Sub-total of cash outflows from

1,948,641,555.44 1,576,552,414.64

financing activities

Net cash flows from financing activities -413,207,533.20 -626,237,077.81

IV. Effect of foreign exchange rate

21,677,584.66 4,670,735.19

changes on cash and cash equivalents

V. Net increase in cash and cash

116,301,675.35 -220,515,707.59

equivalents

Add: Opening balance of cash and 649,393,798.30 869,909,505.89

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2015 Annual Report of Lu Thai Textile Co., Ltd.

cash equivalents

VI. Closing balance of cash and cash

765,695,473.65 649,393,798.30

equivalents

6. Cash flow statement of the Company

Unit: RMB Yuan

Item 2015 2014

I. Cash flows from operating activities:

Cash received from sale of

4,961,880,181.41 4,669,563,283.98

commodities and rendering of service

Tax refunds received 129,451,700.19 134,158,073.18

Other cash received relating to

52,352,078.75 83,209,985.16

operating activities

Subtotal of cash inflows from operating

5,143,683,960.35 4,886,931,342.32

activities

Cash paid for goods and services 2.874.742.643.78 2,727,091,114.02

Cash paid to and for employees 1,050,513,463.85 993,656,836.67

Various taxes paid 172,137,702.77 222,404,363.00

Other cash payment relating to

157,926,230.24 156,501,371.04

operating activities

Subtotal of cash outflows from

4,255,320,040.64 4,099,653,684.73

operating activities

Net cash flows from operating activities 888,363,919.71 787,277,657.59

II. Cash flows from investing activities:

Cash received from retraction of

investments

Cash received from return on

investments

Net cash received from disposal of

fixed assets, intangible assets and other 1,738,821.35 9,746,582.62

long-term assets

Net cash received from disposal of

subsidiaries or other business units

Other cash received relating to

37,525,796.60 29,462,018.07

investing activities

Subtotal of cash inflows from investing

39,264,617.95 39,208,600.69

activities

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Cash paid to acquire fixed assets,

intangible assets and other long-term 127,352,558.59 565,687,012.76

assets

Cash paid for investment 442,518,167.48 96,483,109.00

Net cash paid to acquire subsidiaries

and other business units

Other cash payments relating to

investing activities

Subtotal of cash outflows from

569,870,726.07 662,170,121.76

investing activities

Net cash flows from investing activities -530,606,108.12 -622,961,521.07

III. Cash Flows from Financing

Activities:

Cash received from capital

contributions

Cash received from borrowings 742,195,059.14 312,748,768.18

Cash received from issuance of

bonds

Other cash received relating to

61,262,230.00 25,814,503.00

financing activities

Subtotal of cash inflows from financing

803,457,289.14 338,563,271.18

activities

Repayment of borrowings 483,324,013.96 363,070,482.23

Cash paid for interest expenses and

485,161,279.23 372,691,879.61

distribution of dividends or profit

Other cash payments relating to

93,507,094.33 25,943,820.20

financing activities

Sub-total of cash outflows from

1,061,992,387.52 761,706,182.04

financing activities

Net cash flows from financing activities -258,535,098.38 -423,142,910.86

IV. Effect of foreign exchange rate

12,593,972.00 5,178,804.35

changes on cash and cash equivalents

V. Net increase in cash and cash

111,816,685.21 -253,647,969.99

equivalents

Add: Opening balance of cash and

249,509,717.93 503,157,687.92

cash equivalents

VI. Closing balance of cash and cash

361,326,403.14 249,509,717.93

equivalents

87

2015 Annual Report of Lu Thai Textile Co., Ltd.

7. Consolidated statement of changes in owners’ equity

2015

Unit: RMB Yuan

2015

Equity attributable to owners of the Company

Other equity

Other Minorit Total

Item instruments Less: General

Share Capital compre Specific Surplus Retaine y owners’

Prefer Perpet treasury risk

capital reserve hensive reserve reserve d profit interests equity

red ual Other stock reserve

incomes

shares bonds

I. Balance at the 955,75 1,007,0 3,892,0 7,016,4

-8,440,1 742,347 427,658

end of the 8,496. 39,561. 66,534. 30,585.

78.37 ,832.47 ,339.63

previous year 00 13 32 18

Add: change of

accounting policy

Correction of

errors in previous

periods

Business

mergers under the

same control

Other

II. Balance at the 955,75 1,007,0 3,892,0 7,016,4

-8,440,1 742,347 427,658

beginning of the 8,496. 39,561. 66,534. 30,585.

78.37 ,832.47 ,339.63

year 00 13 32 18

III. Increase/

decrease in the 106,605 11,610, 25,530, 73,300, 161,013 11,826, 260,167

period (“-” means .84 721.68 950.68 671.81 ,323.38 214.79 ,044.82

decrease)

(I) Total

25,530, 712,193 23,349, 761,073

comprehensive

950.68 ,243.19 785.58 ,979.45

incomes

(II) Capital

106,605 11,610, 500,000 -11,004,

increased and

.84 721.68 .00 115.84

reduced by owners

1. Common

11,610, 500,000 -11,110,

shares increased

721.68 .00 721.68

by shareholders

2. Capital

88

2015 Annual Report of Lu Thai Textile Co., Ltd.

increased by

holders of other

equity instruments

3. Amounts

of share-based

payments

recognized in

owners’ equity

106,605 106,605

4. Other

.84 .84

-551,17 -489,90

(III) Profit 73,300, -12,023,

9,919.8 2,818.7

distribution 671.81 570.79

1 9

1.

73,300, -73,300,

Appropriations to

671.81 671.81

surplus reserves

2.

Appropriations to

general risk

provisions

3.

-477,87 -489,90

Appropriations to -12,023,

9,248.0 2,818.7

owners (or 570.79

0 9

shareholders)

4. Other

(IV) Internal

carry-forward of

owners’ equity

1. New

increase of capital

(or share capital)

from capital public

reserves

2. New

increase of capital

(or share capital)

from surplus

reserves

3. Surplus

reserves for

making up losses

89

2015 Annual Report of Lu Thai Textile Co., Ltd.

4. Other

(V) Specific

reserve

1. Withdrawn

for the period

2. Used in the

period

(VI) Other

955,75 1,007,1 4,053,0 7,276,5

IV. Closing 11,610, 17,090, 815,648 439,484

8,496. 46,166. 79,857. 97,630.

balance 721.68 772.31 ,504.28 ,554.42

00 97 70 00

2014

Unit: RMB Yuan

2014

Equity attributable to owners of the Company

Other equity Minorit

Other Total

Item instruments Less: General y

Share Capital compre Specific Surplus Retaine owners’

treasury risk interest

Prefer Perpet equity

capital reserve hensive reserve reserve d profit

red ual stock reserve s

Other

incomes

shares bonds

I. Balance at the 955,80 1,000,8 3,379,3 6,414,5

-7,494,3 659,538 426,545

end of the 0,496. 54,805. 54,741. 99,977.

20.36 ,411.25 ,843.68

previous year 00 66 18 41

Add: change of

accounting policy

Correction of

errors in previous

periods

Business

mergers under the

same control

Other

II. Balance at the 955,80 1,000,8 3,379,3 6,414,5

-7,494,3 659,538 426,545

beginning of the 0,496. 54,805. 54,741. 99,977.

20.36 ,411.25 ,843.68

year 00 66 18 41

III. Increase/

decrease in the -42,00 6,184,7 -945,85 82,809, 512,711 1,112,4 601,830

period (“-” means 0.00 55.47 8.01 421.22 ,793.14 95.95 ,607.77

decrease)

90

2015 Annual Report of Lu Thai Textile Co., Ltd.

(I) Total

-945,85 958,725 20,651, 978,431

comprehensive

8.01 ,402.84 778.73 ,323.56

incomes

(II) Capital

-42,00 6,184,7 20,539, 26,682,

increased and

0.00 55.47 282.79 038.26

reduced by owners

1. Common

-42,00 -169,05 20,539, 20,328,

shares increased

0.00 0.00 282.79 232.79

by shareholders

2. Capital

increased by

holders of other

equity instruments

3. Amounts

of share-based

6,041,8 6,041,8

payments

53.38 53.38

recognized in

owners’ equity

311,952 311,952

4. Other

.09 .09

-446,01 -403,28

(III) Profit 82,809, -40,078

3,609.7 2,754.0

distribution 421.22 ,565.57

0 5

1.

82,809, -82,809,

Appropriations to

421.22 421.22

surplus reserves

2.

Appropriations to

general risk

provisions

3.

-363,20 -403,28

Appropriations to -40,078

4,188.4 2,754.0

owners (or ,565.57

8 5

shareholders)

4. Other

(IV) Internal

carry-forward of

owners’ equity

1. New

increase of capital

(or share capital)

91

2015 Annual Report of Lu Thai Textile Co., Ltd.

from capital public

reserves

2. New

increase of capital

(or share capital)

from surplus

reserves

3. Surplus

reserves for

making up losses

4. Other

(V) Specific

reserve

1. Withdrawn

for the period

2. Used in the

period

(VI) Other

955,75 1,007,0 3,892,0 7,016,4

IV. Closing -8,440,1 742,347 427,658

8,496. 39,561. 66,534. 30,585.

balance 78.37 ,832.47 ,339.63

00 13 32 18

8. Statement of changes in owners’ equity of the Company

2015

Unit: RMB Yuan

2015

Other equity instruments Other

Less: Total

Item Share Capital comprehe Specific Surplus Retaine

Preferre Perpetu treasury owners’

capital Other reserve nsive reserve reserve d profit

d shares al bonds stock equity

incomes

I. Balance at the 3,077,5

955,758, 1,013,392 742,347,8 5,789,013

end of the previous 15,240.

496.00 ,242.22 32.47 ,811.58

year 89

Add: change of

accounting policy

Correction of

errors in previous

periods

Other

92

2015 Annual Report of Lu Thai Textile Co., Ltd.

II. Balance at the 3,077,5

955,758, 1,013,392 742,347,8 5,789,013

beginning of the 15,240.

496.00 ,242.22 32.47 ,811.58

year 89

III. Increase/

decrease in the 106,605.8 11,610,72 73,300,67 181,826 243,623,3

period (“-” means 4 1.68 1.81 ,798.26 54.23

decrease)

(I) Total

733,006 733,006,7

comprehensive

,718.07 18.07

incomes

(II) Capital

106,605.8 11,610,72 -11,504,1

increased and

4 1.68 15.84

reduced by owners

1. Common

11,610,72 -11,610,7

shares increased

1.68 21.68

by shareholders

2. Capital

increased by

holders of other

equity instruments

3. Amounts

of share-based

payments

recognized in

owners’ equity

106,605.8 106,605.8

4. Other

4 4

-551,17

(III) Profit 73,300,67 -477,879,

9,919.8

distribution 1.81 248.00

1

1.

73,300,67 -73,300,

Appropriations to

1.81 671.81

surplus reserves

2.

-477,87

Appropriations to -477,879,

9,248.0

owners (or 248.00

0

shareholders)

3. Other

(IV) Internal

carry-forward of

93

2015 Annual Report of Lu Thai Textile Co., Ltd.

owners’ equity

1. New

increase of capital

(or share capital)

from capital public

reserves

2. New

increase of capital

(or share capital)

from surplus

reserves

3. Surplus

reserves for

making up losses

4. Other

(V) Specific

reserve

1. Withdrawn

for the period

2. Used in the

period

(VI) Other

3,259,3

IV. Closing 955,758, 1,013,498 11,610,72 815,648,5 6,032,637

42,039.

balance 496.00 ,848.06 1.68 04.28 ,165.81

15

2014

Unit: RMB Yuan

2014

Other equity instruments Other

Less: Total

Item Share Capital comprehe Specific Surplus Retaine

Preferre Perpetu treasury owners’

capital Other reserve nsive reserve reserve d profit

d shares al bonds stock equity

incomes

I. Balance at the 2,695,4

955,800, 1,007,207 659,538,4 5,317,981

end of the previous 34,638.

496.00 ,486.75 11.25 ,032.41

year 41

Add: change of

accounting policy

Correction of

errors in previous

periods

94

2015 Annual Report of Lu Thai Textile Co., Ltd.

Other

II. Balance at the 2,695,4

955,800, 1,007,207 659,538,4 5,317,981

beginning of the 34,638.

496.00 ,486.75 11.25 ,032.41

year 41

III. Increase/

decrease in the -42,000. 6,184,755 82,809,42 382,080 471,032,7

period (“-” means 00 .47 1.22 ,602.48 79.17

decrease)

(I) Total

828,094 828,094,2

comprehensive

,212.18 12.18

incomes

(II) Capital

-42,000. 6,184,755 6,142,755

increased and

00 .47 .47

reduced by owners

1. Common

-42,000. -169,050. -211,050.

shares increased

00 00 00

by shareholders

2. Capital

increased by

holders of other

equity instruments

3. Amounts

of share-based

6,041,853 6,041,853

payments

.38 .38

recognized in

owners’ equity

311,952.0 311,952.0

4. Other

9 9

-446,01

(III) Profit 82,809,42 -363,204,

3,609.7

distribution 1.22 188.48

0

1.

82,809,42 -82,809,

Appropriations to

1.22 421.22

surplus reserves

2.

-363,20

Appropriations to -363,204,

4,188.4

owners (or 188.48

8

shareholders)

3. Other

(IV) Internal

95

2015 Annual Report of Lu Thai Textile Co., Ltd.

carry-forward of

owners’ equity

1. New

increase of capital

(or share capital)

from capital public

reserves

2. New

increase of capital

(or share capital)

from surplus

reserves

3. Surplus

reserves for

making up losses

4. Other

(V) Specific

reserve

1. Withdrawn

for the period

2. Used in the

period

(VI) Other

3,077,5

IV. Closing 955,758, 1,013,392 742,347,8 5,789,013

15,240.

balance 496.00 ,242.22 32.47 ,811.58

89

III. Company Profile

Lu Thai Textile Co., Ltd. (hereinafter referred to as the Company) is a joint venture invested by Zibo Lucheng

Textile Investment Co., Ltd (originally named Zibo Lucheng Textile Co., Ltd, hereinafter referred to as Lucheng

Textile) and Thailand Tailun Textile Co., Ltd. On Feb. 3, 1993, the Company is approved by the former Ministry

of Foreign Trade and Economy of the State (1993) in WJMZEHZ No. 59 to convert into a joint-stock enterprise.

Zibo Administration for Industry and Commerce issued the Company corporate business license with the

registration No. of QGLZZZ No. 000066. In July 1997, the Company is approved by the Securities Committee of

the Department of the State in the ZWF (1997) No. 47 to issue 80 million shares of domestically listed foreign

share( B-shares) at the price of RMB 1.00 per share. Upon approved by Shenzhen Stock Exchange with No. (1997)

296 Listing Notice, the Company is listed on the Shenzhen Stock Exchange on August 19, 1997 with B-shares

stock code of 200726. On November 24, 2000, approved by ZJGSZ [2000] No.199 by CSRC, the Company

increased publication of 50 million shares of general share (A-shares) at the book value of RMB 1.00, which are

listed on the Shenzhen Stock Exchange on December 25, 2000 with A-shares stock code of 000726 through

approval by Shenzhen Stock Exchange with No. (2000) 162 Listing Notice. As approved by 2000 Shareholders’

96

2015 Annual Report of Lu Thai Textile Co., Ltd.

General Meeting in May, 2001, the Company carried out the distribution plan that 10 shares of capital public

reserve are converted to 3 more shares for each 10 shares. As approved by Resolutions of 2001 Shareholders’

General Meeting in June 2002, the Company implemented the distribution plan that 10 shares of capital public

reserve are converted 3 more shares for each 10 shares again. As approved by 2002 Shareholders’ General

Meeting in May 2003, the Company implemented the distribution plan that 10 shares of capital public reserve are

2 more shares for each 10 shares, and inner employees’ shared increased to 40.56 million shares. As examined and

approved by ZJGSZ No. [2000] 199 of CSRC, the inner employees’ shares will start circulation 3 years later since

listing on the A-share market. On Dec. 25, 2003, the inner employees’ shares reach 3 years since listing on the

A-share stock market, and they set out circulation on Dec.26, 2003. As approved by the Shareholders’ General

Meeting 2006 held in June 2007, the Company implemented the plan on converting 10 shares to all its

shareholders with capital reserves for every 10 shares. After capitalization, the registered capital of the Company

was RMB 844.8648 million. The Company, in accordance with the official reply on approving Lu Thai Textile Co.,

Ltd. to issue additional shares (ZJXK [2008] No. 890 document) from CSRC, issued the Renminbi common

shares (A shares) amounting to 150 million shares on 8 Dec. 2008. According to the relevant resolution of the 2nd

Special Shareholders’ General Meeting for 2011, the relevant resolution of the 15th Session of the 6th Board of

Directors, the Opinion of China Securities Regulatory Commission on the Restricted Share Incentive Plan of Lu

Thai Textile Co., Ltd. (Shang-Shi-Bu-Han [2011] No. 206), the Company applied for a registered capital

increment of RMB 14.09 million, which was contributed by restricted share incentive receivers with monetary

funds. In accordance with the resolution of Proposal on Repurchasing and Canceling Partial Restricted Shares

already Granted for the Original Incentive Targets not Reaching the Incentive Conditions made at the 23rd Session

of the 6th Board of Directors on 13 Aug. 2012, the Company canceling a total of 60,000.00 shares already granted

for the original incentive targets not reaching the incentive conditions. According to the second temporary

resolution of Proposal on counter purchase of part of the domestic listed foreign share (B share) on 25 Jun. 2012,

the Company counter purchase domestic listed foreign share (B share) 48,837,300 shares. According to the

Proposal on Repurchase and Cancel Part of Unlocked Restricted Share of the Original Incentive Personnel not

Conforming to the Incentive Condition, Proposal on Repurchase and Cancel unlocked Restricted Share in Second

Unlocked Period of all the Incentive Personnel reviewed and approved by the 26th meeting of 6th session of the

board of the directors on 27 Mar. 2013, the Company repurchase and cancel 4,257,000 shares owned by original

people whom to motivate. According to the Proposal on Repurchase and Write-off of Partly of the Original

Incentive Targets Not Met with the Incentive Conditions but Granted Restricted Shares approved on the 11th

Session of the 7th Board of Directors on 11 Jun. 2014, to execute repurchase and write-off of the whole granted

shares of 42,000 shares of the original incentive targets not met with the incentive targets of the Company. Up to

31 Dec. 2014, the registered capital of the Company was of RMB955.7585 million.

The Company’s registered address: No. 11, Mingbo Road, Hi-tech Development Zone, Zibo, Shandong

The Company’s legal representative: Liu Zibin

The Company’s business scope includes the production, processing and sales business of cotton yarn, yarn dyed

fabrics, shirts, fashion accessories, health underwear and other textile products and their mating products; design,

R&D and technology services of the textile and garment products; acquisition and export of products not under

exclusive rights or quota licenses; and hotel, guesthouses, catering, conferences, and training services; rental

business of the self-owned houses and land; the construction and management of the purified water projects.

The Company’s financial statements have been approved for issue by the Board of Directors of the Company on

28 Mar. 2016.

There were 15 subsidiaries included into the consolidation scope of the Company in 2015, and for the details,

97

2015 Annual Report of Lu Thai Textile Co., Ltd.

please refer to Notes IX. Equities among Other Entities. There was 1 subsidiary increased of 2015 in the

consolidation scope over the last year, and please refer to Notes VIII. Changes in Consolidation Scope for details.

IV. Basis for the preparation of financial statements

1. Preparation basis

With the going-concern assumption as the basis and based on transactions and other events that actually occurred,

the Group prepared financial statements in accordance with

Enterprises—Basic Standard> issued by the Ministry of Finance with Decree No. 33 and revised with Decree No.

76, the 41 specific accounting standards, the Application Guidance of Accounting Standards for Business

Enterprises, the Interpretation of Accounting Standards for Business Enterprises and other regulations issued and

revised from 15 Feb. 2006 onwards (hereinafter jointly referred to as “the Accounting Standards for Business

Enterprises”, “China Accounting Standards” or “CAS”), as well as the Rules for Preparation Convention of

Disclosure of Public Offering Companies No.15 – General Regulations for Financial Reporting (revised in 2014)

by China Securities Regulatory Commission.

In accordance with relevant provisions of the Accounting Standards for Business Enterprises, the Group adopted

the accrual basis in accounting. Except for some financial instruments, where impairment occurred on an asset, an

impairment reserve was withdrawn accordingly pursuant to relevant requirements.

V. Important accounting policies and estimations

Indication of specific accounting policies and estimations:

The Company and each subsidiary mainly engage in the production and operation of textile products. The

Company and each subsidiary according to the actual production and operation characteristics and the regulations

of the relevant ASBE, formulated certain specific accounting polices and accounting estimates of the transactions

and events such as recognizing the revenues, and please refer to each description of the section for details. As for

the notes to the important accounting judgment and estimations made by the management level, please refer to the

“Other important accounting policies and estimations” of the section.

1. Statement of Compliance with the Accounting Standards for Business Enterprises

The financial statements prepared by the Company are in compliance with in compliance with the Accounting

Standards for Business Enterprises, which factually and completely present the Company’s, and the Company’s

financial positions as at 31 Dec. 2015, business results and cash flows for the year of 2015, and other relevant

information. In addition, the Company’s and the Company’s financial statements meet the requirements of

disclosing financial statements and notes thereto stated in the Rules for Preparation Convention of Disclosure of

Public Offering Companies No.15 – General Regulations for Financial Reporting (revised in 2014) by China

Securities Regulatory Commission.

2. Fiscal period

The Company’s fiscal periods include fiscal years and fiscal periods shorter than a complete fiscal year. The

98

2015 Annual Report of Lu Thai Textile Co., Ltd.

Company’s fiscal year starts on 1 Jan. and ends on 31 Dec. of every year according to the Gregorian calendar.

3. Operating cycle

Normal operating cycle refers to the period from the Group purchases the assets for processing to

realize the cash or cash equivalents. The Group regards 12 months as an operating cycle and regards

which as the partition criterion of the mobility of the assets and liabilities.

4. Recording currency

Renminbi (RMB) is regarded as the prevailing currency used in the main economic circumstances

of the Company and its domestic subsidiaries. The Company and its domestic subsidiaries adopt

RMB as the recording currency. The Company and its overseas subsidiaries confirm to adopt HK

Dollar, US Dollar and Vietnamese Dong as the recording currency according their major economic

environment of the operating. When preparing the financial statements for the reporting period, the

Company adopted RMB as the recording currency.

5. Accounting treatment methods for business combinations under the same control or not under the same

control

Business combinations, it is refer to two or more separate enterprises merge to form a reporting

entity transactions or events. Business combination is divided into under the same control and those

non under the same control.

(1) Business combinations under the same control

A business combination under the same control is a business combination in which all of the

combining enterprises are ultimately controlled by the same party or the same parties both before

and after the business combination and on which the control is not temporary. In a business

combination under the same control, the party which obtains control of other combining enterprise(s)

on the combining date is the combining party, the other combining enterprise(s) is (are) the

combined party. The “combining date” refers to the date on which the combining party actually

obtains control on the combined party.

The assets and liabilities that the combining party obtains in a business combination shall be

measured on the basis of their carrying amount in the combined party on the combining date. As for

the balance between the carrying amount of the net assets obtained by the combining party and the

carrying amount of the consideration paid by it (or the total par value of the shares issued), the

additional paid-in capital (share premium) shall be adjusted. If the additional paid-in capital (share

premium) is not sufficient to be offset, the retained earnings shall be adjusted.

The direct cost for the business combination of the combining party shall be recorded into the

profits and losses at the current period.

(2) Business combinations not under the same control

A business combination not under the same control is a business combination in which the

combining enterprises are not ultimately controlled by the same party or the same parties both

before and after the business combination. In a business combination not under the same control,

the party which obtains the control on other combining enterprise(s) on the purchase date is the

99

2015 Annual Report of Lu Thai Textile Co., Ltd.

acquirer, and other combining enterprise(s) is (are) the acquiree.

For a business combination not under the same control, the combination costs shall include the fair

values, on the acquisition date, of the assets paid, the liabilities incurred or assumed and the equity

securities issued by the acquirer in exchange for the control on the acquiree, the expenses for audit,

legal services and assessment, and other administrative expenses, which are recorded into the

profits and losses in the current period. The trading expenses for the equity securities or debt

securities issued by the acquirer as the combination consideration shall be recorded into the amount

of initial measurement of the equity securities or debt securities. The involved contingent

consideration shall be recorded into the combination costs at its fair value on the acquiring date.

Where new or further evidences emerge, within 12 months since the acquiring date, against the

existing circumstances on the acquiring date and the contingent consideration thus needs to be

adjusted, the combined goodwill shall be adjusted accordingly. The combination costs of the

acquirer and the identifiable net assets obtained by it in the combination shall be measured

according to their fair values at the acquiring date. The acquirer shall recognize the positive balance

between the combination costs and the fair value of the identifiable net assets it obtains from the

acquiree as business reputation. Where the combination costs are less then the fair value of the

identifiable net assets it obtains from the acquiree, the acquirer shall re-examine the measurement of

the fair values of the identifiable assets, liabilities and contingent liabilities it obtains from the

acquiree as well as the combination costs. If, after the reexamination, the combination costs are still

less than the fair value of the identifiable net assets it obtains from the acquiree, the acquirer shall

record the balance into the profits and losses of the current period.

As for the deductible temporary differences the acquirer obtains from the acquiree which are not

recognized into deferred income tax liabilities due to their not meeting the recognition standards, if

new or further information shows that the relevant situation has existed on the acquiring date and

the economic benefits brought by the deductible temporary differences the acquirer obtains from the

acquiree on the acquiring date can be realized, they shall be recognized into deferred income tax

assets and the relevant goodwill shall be reduced. Where the goodwill is not sufficient to be offset,

the difference shall be recognized into the profits and losses in the current period. In other

circumstances than the above, where the deductible temporary differences are recognized into

deferred income tax assets on the acquiring date, they shall be recorded into the profits and losses in

the current period.

In a business combination not under same control realized by two or more transactions of exchange,

according to about the 5th Notice about the Treasury Issuing the Accounting Standards for

Enterprises (Finance accounting) [2012] No. 19 Criterion about the “package deal” (see Notes IV, 4

(2)), Whether the deals are “package deal” or not, belong to the “package deal”, see the previous

paragraphs described in this section and Notes IV, 10 “long term equity investment transaction” and

conduct accounting treatment, those not belong to the "package deal" distinguish between the

individual financial statements and the consolidated financial statements and conduct relevant

accounting treatment.

In the individual financial statements, the sum of the book value and new investment cost of the

Company holds in the acquiree before the acquiring date shall be considered as initial cost of the

investment. Other related comprehensive gains in relation to the equity interests that the Company

holds in the acquiree before the acquiring date shall be treated on the same basis as the acquiree

directly disposes the related assets or liabilities when disposing the investment (that is, except for

100

2015 Annual Report of Lu Thai Textile Co., Ltd.

the corresponding share in the changes in the net liabilities or assets with a defined benefit plan

measured at the equity method arising from the acquiree’s re-measurement, the others shall be

transferred into current investment gains).

In the Company’s consolidated financial statements, as for the equity interests that the Company

holds in the acquiree before the acquiring date, they shall be re-measured according to their fair

values at the acquiring date; the positive difference between their fair values and carrying amounts

shall be recorded into the investment gains for the period including the acquiring date. Other related

comprehensive gains in relation to the equity interests that the Company holds in the acquiree

before the acquiring date shall be treated on the same basis as the acquiree directly disposes the

related assets or liabilities when disposing the investment (that is, except for the corresponding

share in the changes in the net liabilities or assets with a defined benefit plan measured at the equity

method arising from the acquiree’s re-measurement, the others shall be transferred into current

investment gains on the acquiring date).

6. Methods for preparing consolidated financial statements

(1) Principle for determining the consolidation scope

The consolidation scope for financial statements is determined on the basis of control. The term

“control” is the power of the Company upon an investee, with which it can take part in relevant

activities of the investee to obtain variable returns and is able to influence the amount of returns.

The consolidated financial statements comprise the financial statements of the Company and its

subsidiaries. A subsidiary is an enterprise or entity controlled by the Company.

(2) Methods for preparing the consolidated financial statements

Subsidiaries are fully consolidated from the date on which the Company obtains control on their net

assets and operation decision-making and are de-consolidated from the date when such control

ceases. As for a disposed subsidiary, its operating results and cash flows before the disposal date has

been appropriately included in the consolidated income statement and cash flow statement; and as

for subsidiaries disposed in the current period, the opening items in the consolidated balance sheet

are not adjusted. For a subsidiary acquired in a business combination not under the same control, its

operating results and cash flows after the acquiring date have been appropriately included in the

consolidated income statement and cash flow statement, and the opening items and comparative

items in the consolidated financial statements are not adjusted. For a subsidiary acquired in a

business combination under the same control or a combined party obtained in a takeover, its

operating results and cash flows from the beginning of the reporting period of the combination to

the combination date have been appropriately included in the consolidated income statement and

cash flow statement, and the comparative items in the consolidated financial statements are adjusted

at the same time.

The financial statements of subsidiaries are adjusted in accordance with the accounting policies and

accounting period of the Company during the preparation of the consolidated financial statements,

where the accounting policies and the accounting periods are inconsistent between the Company

and subsidiaries. For a subsidiary acquired from a business combination not under the same control,

the individual financial statements of the subsidiary are adjusted based on the fair value of the

identifiable net assets at the acquisition date.

All significant inter-group balances, transactions and unrealized profits are offset in the

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consolidated financial statements.

The portion of a subsidiary’s shareholders’ equity and the portion of a subsidiary’s net profits and

losses for the period not held by the Company are recognized as minority interests and minority

shareholder profits and losses respectively and presented separately under shareholders’ equity and

net profits in the consolidation financial statements. The portion of a subsidiary’s net profits and

losses for the period that belong to minority interests is presented as the item of “minority

shareholder profits and losses” under the bigger item of net profits in the consolidated financial

statements. Where the loss of a subsidiary shared by minority shareholders exceeds the portion

enjoyed by minority shareholders in the subsidiary’s opening owners’ equity, minority interests are

offset.

Where the Company losses control on its original subsidiaries due to disposal of some equity

investments or other reasons, the residual equity interests are re-measured according to the fair

value on the date when such control ceases. The summation of the consideration obtained from the

disposal of equity interests and the fair value of the residual equity interests, minus the portion in

the original subsidiary’s net assets measured on a continuous basis from the acquisition date that is

enjoyable by the Company according to the original shareholding percentage in the subsidiary, is

recorded in investment gains for the period when the Company’s control on the subsidiary ceases.

Other comprehensive incomes in relation to the equity investment in the original subsidiary are

treated on the same accounting basis as the acquiree directly disposes the relevant assets or

liabilities (that is, except for the changes in the net liabilities or assets with a defined benefit plan

resulted from re-measurement of the original subsidiary, the rest shall all be transferred into current

investment gains) when such control ceases. And subsequent measurement is conducted on the

residual equity interests according to the No. 2 Accounting Standard for Business Enterprises

—Long-term Equity Investments or the No. 22 Accounting Standard for Business

Enterprises—Recognition and Measurement of Financial Instruments. For details, see “Long Term

Equity Investment” or “Financial Instruments”.

Where the Company losses control on its original subsidiaries due to step by step disposal of equity

investments through multiple transactions, it need to distinguish the Group losses control on its

subsidiaries due to disposal of equity investments whether belongs to a package deal. All the

transaction terms, conditions and economic impact of the disposal of subsidiaries’ equity investment

are in accordance with one or more of the following conditions, which usually indicate the multiple

transactions, should be considered as a package deal for accounting treatment. ① These deals are

at the same time or under the condition of considering the influence of each other to concluded; ②

These transactions only be as a whole can achieve a complete business result; ③ The occurrence

of a deal depends on at least one other transactions;④ A deal alone is not economical, it is

economical with other trading together. Those not belong to a package deal, each of them a deal

depends on circumstances respectively conduct accounting treatment in accordance with the

applicable principles of “part disposal of subsidiaries of a long-term equity investment under the

condition of not losing control on its subsidiaries” (see “Long Term Equity Investment”) and

“Where the Company losses control on its original subsidiaries due to disposal of some equity

investments or other reasons” (see the front paragraph) relevant transactions of the Company losses

control on its subsidiaries due to disposal of equity investments belonging to a package deal,

considered as a transaction and conduct accounting treatment. However, Before losing control,

every disposal cost and corresponding net assets balance of subsidiary of disposal investment are

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confirmed as other comprehensive income in consolidated financial statements, which together

transferred into the current profits and losses in the lose of control, when the Company losing

control on its subsidiary.

7. Category of the joint venture arrangement and the accounting treatment of the joint operation

8. Recognition standard for cash and cash equivalents

The term “cash” refers to cash on hand and deposits that are available for payment at any time. The

term “cash equivalents” refers to short-term (within 3 months from the purchase date) and highly

liquid investments that are readily convertible to known amounts of cash and which are subject to

an insignificant risk of change in value.

9. Foreign currency businesses and translation of foreign currency financial statements

(1) Accounting treatments for translation of foreign currency transactions

As for a foreign currency transaction, the Company shall convert the amount in a foreign currency

into amount in its bookkeeping base at the spot exchange rate (usually referring to the central parity

rate announced by the People’s Bank of China, the same below) of the transaction date, while as for

such transactions as foreign exchange or involving in foreign exchange, the Company shall

converted into amount in the bookkeeping base currency at actual exchange rate the transaction is

occurred.

(2) Accounting treatments for translation of foreign currency monetary items and non-monetary

items

On the balance sheet date, the foreign currency monetary items shall be translated at the spot

exchange rate on the balance sheet date. The exchange difference arising from the difference

between the spot exchange rate on the balance sheet date and the spot exchange rate at the time of

initial recognition or prior to the balance sheet date shall be recorded in the profits and losses in the

current period, excluding the following situations: ① the exchange difference arising from foreign

currency loans related to acquisition of fixed assets shall be treated at the principle of capitalization

of borrowing costs; ② the exchange difference arising from the hedging instruments used for

effective hedging of net overseas operation investments shall be recorded into other comprehensive

incomes, and shall be recognized into current gains and losses when the net investments are

disposed; and ③ the exchange difference arising from change in the book balance of foreign

currency monetary items available for sale except the amortized costs shall be recorded into other

comprehensive gains and losses.

A foreign currency non-monetary item measured at the historical costs shall still be translated at the

spot exchange rate on the transaction date. Where the foreign non-monetary items measured at the

fair value shall be converted into amount in its bookkeeping base currency at spot exchange rate,

the exchange gains and losses arising thereof shall be treated as change in fair value, and recorded

into the current period gains and losses or as other comprehensive incomes.

(3) Translation of foreign currency financial statements

When it involves overseas business in preparing the consolidated financial statement, for the

translation difference of foreign currency monetary items of net investment in overseas business

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arising from the change in exchange rate, it shall be recorded into the item of “difference of foreign

currency financial statement translation” under the owners’ equity; and be recorded into disposal

gains and losses at current period when disposing overseas business.

The foreign currency financial statement of overseas business should be translated in to RMB

financial statement by the following methods: The asset and liability items in the balance sheets

shall be translated at a spot exchange rate on the balance sheet date. Among the owner’s equity

items, except for the items as “undistributed profits”, other items shall be translated at the spot

exchange rate at the time when they are incurred. The income and expense items in the profit

statements shall be translated at the spot exchange rate of the transaction date. The undistributed

profits at year-begin is the undistributed profits at the end of last year after the translation;

undistributed profits at year-end shall be listed as various distribution items after the translation;

after the translation, the balance between assets and the sum of liabilities and owners’ equities shall

be recorded into other comprehensive gains and losses as difference of foreign currency translation.

Where an enterprise disposes of an overseas business without the control right, it shall shift the

differences, which is presented under the items of the owner’s equities in the balance sheet and

which arises from the translation of foreign currency financial statements relating to this overseas

business, into the disposal profits and losses of the current period by all or proportion of the

disposed overseas business.

Foreign cash flow shall be translated at the spot exchange rate of the date of cash flow incurred. The

influence of exchange rate on the cash flow shall be adjustment item and individually listed in the

cash flow statement.

And the opening balance and the actual balance of last year shall be listed at the amounts after

translation of foreign currency financial statement in last year.

Where the control of the Company over an overseas operation ceases due to disposal of all or some

of the Company’s owner’s equity in the overseas operation or other reasons, the foreign-currency

statement translation difference belonging to the parent company’s owner’s equity in relation to the

overseas operation which is stated under the shareholders’ equity in the balance sheet shall be all

restated as gains and losses of the disposal period.

Where the Company’s equity in an overseas operation decreases due to disposal of some equity

investment or other reasons but the Company still has control over the overseas operation, the

foreign-currency statement translation difference in relation to the disposed part of the overseas

operation shall be recorded into minority interests instead of current gains and losses. If what’s

disposed is some equity in an overseas associated enterprise or joint venture, the foreign-currency

statement translation difference related to the overseas operation shall be recorded into the gains

and losses of the current period of the disposal according to the disposal ratio.

10. Financial instruments

The Company recognizes a financial asset or liability when it becomes a party of the relevant

financial instrument contract. Financial assets and liabilities are measured at fair value in initial

recognition. As for the financial assets and liabilities measured at fair value of which changes are

recorded into current gains and losses, the relevant dealing expenses are directly recorded into gains

and losses; and the dealing expenses on other kinds of financial assets and liabilities are included in

the amounts initially recognized.

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(1) Determination of the fair value of main financial assets and financial liabilities

Fair value refers to the price that a market participant shall receive for selling an asset or shall pay

for transferring a liability in an orderly transaction on the measurement date. As for the financial

assets or financial liabilities for which there is an active market, the quoted prices in the active

market shall be used to determine the fair values thereof. The quoted prices in the active market

refers to the prices available from stock exchange, broker’s agencies, guilds, pricing organization

and etc., which represent the actual trading price under equal transaction. Where there is no active

market for a financial instrument, the enterprise concerned shall adopt value appraisal techniques,

including the prices adopted by the parties, who are familiar with the condition, in the latest market

transaction upon their own free will, the current fair value obtained by referring to other financial

instruments of the same essential nature, the cash flow capitalization method and the option pricing

model, etc., to determine its fair value.

(2) Classification, recognition and measurement of financial assets

The purchase and sale of financial assets under the normal ways shall be recognized and stopped to

be recognized respectively at the price of transaction date. Financial assets shall be classified into

the following four categories when they are initially recognized: (a) the financial assets which are

measured at their fair values and the variation of which is recorded into the profits and losses of the

current period, (b) the investments which will be held to their maturity; (c) loans and the account

receivables; and (d) financial assets available for sale.

① The financial assets which are measured at their fair values and the variation of which is

recorded into the profits and losses of the current period

Including transactional financial assets and the financial assets which are designated to be measured

at their fair value when they are initially recognized and of which the variation is recorded into the

profits and losses of the current period;

The financial assets meeting any of the following requirements shall be classified as transactional

financial assets:A. The purpose to acquire the said financial assets is mainly for selling them in the

near future; B. Forming a part of the identifiable combination of financial instruments which are

managed in a centralized way and for which there are objective evidences proving that the

enterprise may manage the combination by way of short-term profit making in the near future; C.

Being a derivative instrument, excluding the designated derivative instruments which are effective

hedging instruments, or derivative instruments to financial guarantee contracts, and the derivative

instruments which are connected with the equity instrument investments for which there is no

quoted price in the active market, whose fair value cannot be reliably measured, and which shall be

settled by delivering the said equity instruments.

A transactional financial asset is subsequently measured at the fair value. The gains and losses

arising from the fair value changes, as well as the dividend and interest incomes from the financial

asset, are recorded in the gains and losses for the current period.

② Held-to-maturity investment

The term "held-to-maturity investment" refers to a non-derivative financial asset with a fixed date

of maturity, a fixed or determinable amount of repo price and which the enterprise holds for a

definite purpose or the enterprise is able to hold until its maturity.

For the held-to-maturity investment adopting actual interest rate method, which is measured at the

post-amortization costs, the profits and losses that arise when such financial assets or financial

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liabilities are terminated from recognition, or are impaired or amortized, shall be recorded into the

profits and losses of the current period.

The actual interest rate method refers to the method by which the post-amortization costs and the

interest incomes of different installments or interest expenses are calculated in light of the actual

interest rates of the financial assets or financial liabilities (including a set of financial assets or

financial liabilities). The actual interest rate refers to the interest rate adopted to cash the future cash

flow of a financial asset or financial liability within the predicted term of existence or within a

shorter applicable term into the current carrying amount of the financial asset or financial liability.

When the actual interest rate is determined, the future cash flow shall be predicted on the basis of

taking into account all the contractual provisions concerning the financial asset or financial liability

(the future credit losses shall not be taken into account).and also the various fee charges, trading

expenses, premiums or reduced values, etc., which are paid or collected by the parties to a financial

asset or financial liability contract and which form a part of the actual interest rate.

③ Loans and the accounts receivables

Loans and the accounts receivables refer to non-derivative financial assets, which there is no

quotation in the active market, with fixed recovery cost or recognizable.

Financial assets that are defined as loans and the accounts receivables by the Company including

notes receivables, accounts receivables, interest receivable, dividends receivable and other

receivables etc..

Loans and the accounts receivables are made follow-up measurement on the basis of

post-amortization costs employing the effective interest method. Gains or loss arising from the

termination recognition, impairment occurs or amortization shall be recorded into the profits and

losses of the current period.

④ Assets available for sales

Assets available for sales including non-derivative financial asset that has been assigned as assets

available for sales on the initial recognition and financial assets excluded those measured at fair

value and of which the variation into profits and losses of the current period, they are some financial

assets, loans and accounts receivables, held-to-maturity investment.

The cost at the period-end of the available-for-sale liabilities instruments should be confirmed

according to its amortized cost method, that is the initially recognized amount which deduct the

principal that had been repaid, to plus or minus the accumulative amortization amount formed by

the amortization between the difference of the initially recognized amount and the amount on the

due date that adopted the actual interest rate method, and at the same time deduct the amount after

the impairment loss happened. The cost at the period-end of the available-for-sale liabilities

instruments is its initial cost.

Financial assets available-for-trade are subsequently measured at fair value, and gains or losses

arising from changes in the fair value are recognized as other comprehensive income,and be carried

forward when the said financial assets stopped recognition, then it shall be recorded into the profits

and losses of the current period. But, the equity instrument investment which neither have quotation

in the active market nor its fair value could not be reliable measured, as well as the derivative

financial assets that concern with the equity instruments and should be settled through handing over

to its equity instruments, should take the follow-up measurement according to the cost.

Interest receive during the holding of assets available for sales and cash dividends with distribution

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announcement by invested companies, it shall be recorded into the profits and losses of the current

period.

(3) Impairment of financial assets

The Company assesses at the balance sheet date the carrying amount of every financial asset except

for the financial assets that measured by the fair value. If there is objective evidence indicating a

financial asset may be impaired, a provision is provided for the impairment.

The Company carries out a separate impairment test for every financial asset which is individually

significant. As for a financial asset which is individually insignificant, an impairment test is carried

out separately or in the financial asset group with similar credit risk. Where the financial asset

(individually significant or insignificant) is found not impaired after the separate impairment test, it

is included in the financial asset group with similar credit risk and tested again on the group basis.

Where the impairment loss is recognized for an individual financial asset, it is not included in the

financial asset group with similar credit risk for an impairment test.

① Impairment on held-to maturity investment, loans and receivables

The financial assets measured by cost or amortized cost write down their carrying value by the

estimated present value of future cash flow. The difference is recorded as impairment loss. If there

is objective evidence to indicate the recovery of value of financial assets after impairment, and it is

related with subsequent event after recognition of loss, the impairment loss recorded originally can

be reversed. The carrying value of financial assets after impairment loss reversed shall not exceed

the amortized cost of the financial assets without provisions of impairment loss on the reserving

date.

② Impairment of available-for-sale financial assets

When it judged that the decrease of fair value of the available-for-sale equity instrument investment

is serious and not temporarily after comprehensive considering relevant factors, it reflected that the

available-for-sale equity instrument investment occurred impairment. Of which, the “serious

decline” refers to the accumulative decline range of the fair value over 20%; while the

“non-temporary decline” refers to the consecutive decline time of the fair value over 12 months.

Where an available-for-sale financial asset is impaired, the accumulative losses arising from the

decrease of the fair value of the capital reserve which is directly included are transferred out and

recorded in the profits and losses for the current period. The accumulative losses transferred out are

the balance obtained from the initially obtained cost of the said financial asset after deducting the

principals as taken back, the amortized amount, the current fair value and the impairment loss

originally recorded in the profits and losses.

Where the impairment loss has been recognized for an available-for-sale financial asset, if, within

the accounting periods thereafter, there is any objective evidence proving that the value of the said

financial asset has been restored and the restoration is objectively related to the events that occur

after the impairment loss was recognized, the originally recognized impairment loss is reversed.

The impairment losses on the available-for-sale equity instrument investments are reversed and

recognized as other comprehensive incomes, and the impairment losses on the available-for-sale

liability instruments are reversed and recorded in the profits and losses for the current period.

The impairment loss incurred to an equity instrument investment for which there is no quoted price

in the active market and whose fair value cannot be reliably measured, or incurred to a derivative

financial asset which is connected with the said equity instrument investment and which must be

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settled by delivering the said equity investment, is not reversed.

(4) Recognition and measurement of financial asset transfers

Where a financial asset satisfies any of the following requirements, the recognition of it is

terminated: ① The contractual rights for collecting the cash flow of the said financial asset are

terminated; ② The said financial asset has been transferred and nearly all of the risks and rewards

related to the ownership of the financial asset to the transferee; or ③ The said financial asset has

been transferred. And the Company has ceased its control on the said financial asset though it

neither transfers nor retains nearly all of the risks and rewards related to the ownership of the

financial asset.

Where the Company neither transfers nor retains nearly all of the risks and rewards related to the

ownership of a financial asset, and it does not cease its control on the said financial asset, it

recognizes the relevant financial asset and liability accordingly according to the extent of its

continuous involvement in the transferred financial asset. The term "continuous involvement in the

transferred financial asset" refers to the risk level that the enterprise faces resulting from the change

of the value of the financial asset.

If the transfer of an entire financial asset satisfies the conditions for stopping recognition, the

difference between the amounts of the following 2 items is recorded in the profits and losses of the

current period: (1) The book value of the transferred financial asset; and (2) The sum of

consideration received from the transfer, and the accumulative amount of the changes of the fair

value originally recorded in other comprehensive incomes.

If the transfer of partial financial asset satisfies the conditions to stop the recognition, the book

value of the transferred financial asset is apportioned between the portion whose recognition has

been stopped and the portion whose recognition has not been stopped according to their respective

relative fair value, and the difference between the amounts of the following 2 items is included into

the profits and losses of the current period: (1) The summation of the consideration received from

the transfer and the portion of the accumulative amount of changes in the fair value originally

recorded in other comprehensive incomes which corresponds to the portion whose recognition has

been stopped; and (2) The amortized carrying amounts of the aforesaid amounts.

In respect of the assets using recourse to sell or using endorsement to transfer, the Company needs

to determine whether almost all of the risks and rewards of the financial asset ownership are

transferred. If almost all of the risks and rewards of the financial asset ownership had been

transferred to the transferee, derecognize the financial assets. For almost all of the risks and rewards

of the financial asset ownership retained, do not end to recognize the financial assets. For which

neither transfer or retain almost all of the risks and rewards of the financial asset ownership,

continuously judge whether the Company retain the control of the assets, and conduct accounting

treatment according to the principle of mentioned in the previous paragraphs.

(5) Classification and measurement of financial liabilities

In the initial recognition, financial liabilities are divided into the financial liabilities measured at fair

values and whose changes are recorded in current gains and losses and other financial liabilities.

Financial liabilities are initially recognized at their fair values. As for a financial liability measured

at fair value and whose changes are recorded in current gains and losses, the relevant trading

expense is directly recorded in the profits and losses for the current period. As for other financial

liabilities, the relevant trading expenses are recorded in the initially recognized amounts.

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① Financial liabilities measured at fair values and whose changes are recorded in current gains and

losses

Such financial liabilities are divided into transactional financial liabilities and financial liabilities

designated to be measured at fair values and whose changes are recorded in current gains and losses

in the initial recognition under the same conditions where such financial assets are divided into

transactional financial assets and financial assets designated to be measured at fair values and

whose changes are recorded in current gains and losses in the initial recognition.

Financial liabilities measured at fair values and whose changes are recorded in current gains and

losses are subsequently measured at their fair values. Gains or losses arising from the fair value

changes, as well as the dividend and interest expenses in relation to the said financial liabilities, are

recorded in the profits and losses for the current period.

② Other financial liabilities

As for a derivative financial liability connected to an equity instrument for which there is not quoted

price in an active market and whose fair value cannot be reliably measured and which must be

settled by delivering the equity instrument, it is subsequently measured on the basis of costs. Other

financial liabilities are subsequently measured according to the amortized cost using the actual

interest rate method. Gains or losses arising from de-recognition or amortization of the said

financial liabilities is recorded in the profits and losses for the current period.

(6) De-recognition of financial liabilities

Only when the prevailing obligations of a financial liability are relieved in all or in part may the

recognition of the financial liability be terminated in all or partly. Where the Company (debtor)

enters into an agreement with a creditor so as to substitute the existing financial liabilities by way of

any new financial liability, and if the contractual stipulations regarding the new financial liability is

substantially different from that regarding the existing financial liability, it terminates the

recognition of the existing financial liability, and at the same time recognizes the new financial

liability.

Where the recognition of a financial liability is totally or partially terminated, the enterprise

concerned shall include into the profits and losses of the current period for the gap between the

book value which has been terminated from recognition and the considerations it has paid

(including the non-cash assets it has transferred out and the new financial liabilities it has assumed)

(7) Derivatives and embedded derivatives

Derivative financial instruments include derivatives are initially measured at fair value at the date

when the derivative contracts are entered into and are substantially re-measured at fair value. The

resulting gain and loss is recognized in profit or loss.

An embedded derivative is separated from the hybrid instrument, where the hybrid instrument is not

designated as a financial asset or financial liability at fair value though profit or loss, and the treated

as a standalone derivative if (a) the economic characteristics and risks of the embedded derivative

are not closely related to the economic characteristics and risks of the host contract; and (b) a

separate instrument with the same terms as the embedded derivative would meet the definition of a

derivative. If the Company is unable to measure the embedded derivative separately either at

acquisition or at a subsequent balance sheet date, it designates the entire hybrid instrument as a

financial asset or financial liability at fair value through profit or loss.

(8) Offsetting financial assets and financial liabilities

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When the Company has a legal right that is currently enforceable to set off the recognized financial

assets and financial liabilities, and intends either to settle on a net basis, or to realize the financial

asset and settle the financial liability simultaneously, a financial asset and a financial liability shall

be offset and the net amount is presented in the balance sheet. Except for the above circumstances,

financial assets and financial liabilities shall be presented separately in the balance sheet and shall

not be offset.

(9) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company

after deducting all of its liabilities. The Company issues (including refinancing), re-purchases, sells

or written-offs the equity instrument as the disposing of the changes of the equity. The Group not

recognized the changes of the fair value of the equity instrument. The transaction expenses related

to the equity transaction would be deducted from the equity.

All types of distribution (excluding stock dividends) made by the Company to holders of equity

instruments are deducted from shareholders’ equity. The Company does not recognize any changes

in the fair value of equity instruments.

11. Receivables

(1) Accounts receivable with significant single amount for which the bad debt provision is made

individually

Judgement basis or monetary

standards of provision for bad

Receivables with the amount of RMB 5 million or more than RMB 5 million should recognize as

debts of the individually

the receivables with significant single amount.

significant accounts

receivable

The Company made an independent impairment test on receivables with significant single amounts;

Method of individual

the financial assets without impairment by independent impairment test should be included in

provision for bad debts of the

financial assets portfolio with similar credit risk to take the impairment test. Receivables was

individually significant

recognized with impairment should no longer be included in receivables portfolio with similar credit

accounts receivable

risk to take the impairment test.

(2) Accounts receivable which the bad debt provision is withdrawn by credit risk characteristics

Name of portfolios Bad debt provision method

Aging group Aging analysis method

In the groups, adopting aging analysis method to withdraw bad debt provision:

√ Applicable □ Inapplicable

Withdrawal proportion for accounts Withdrawal proportion for other accounts

Age

receivable (%) receivable (%)

Within 1 year (including 1 year) 5.00% 5.00%

1-2 years 10.00% 10.00%

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2-3 years 20.00% 20.00%

Over 3 years 30.00% 30.00%

In the groups, adopting balance percentage method to withdraw bad debt provision:

□ Applicable √ Inapplicable

In the groups, adopting other methods to withdraw bad debt provision:

□ Applicable √ Inapplicable

(3) Accounts receivable with an insignificant single amount but for which the bad debt provision is made

individually

Receivables have dispute with the other parties or involving

lawsuit and arbitration; receivables have obvious indication

Reason of individually withdrawing bad debt provision

showing that the debtors are likely to fail to perform the duty of

repayment, etc.

The Company made independent impairment test on receivables

with insignificant amount but with the following characteristics,

if any objective evidence shows that the accounts receivable has

Withdrawal method for bad debt provision been impaired, impairment loss shall be recognized on the basis

of the gap between the current values of the future cash flow

lower than its book value so as to withdraw provision for bad

debts.

12. Inventory

(1) Classification

Inventories mainly include raw materials, work-in-progress, product processed on entrustment,

consumptive biological assets and stock products etc.

(2) Valuation method of inventories acquiring and issuing

The inventories should be measured by the actual cost when acquired, and the cost of the

inventories including the procurement cost, processing cost and other cost. Bulk chemical raw

materials, work-in-progress goods and finished products should be measured by the actual cost and

should carry forward the cost by weighted average method when issuing; auxiliary materials,

packing materials should be measured by actual cost and adopt the planned cost for accounting as

well as included the difference between the actual cost and the planned cost into the material cost

variance and according the material cost variance rate, work out the material cost variance which

should be shared at the end of the month, and to adjust the planned cost that had issued the materials

as the actual cost; low priced and easily worn articles should be recorded by actual cost and should

adopt the one-time amortization method for accounting when consuming.

(3) Basis for determining net realizable value of inventories and provision methods for decline in

value of inventories

Net realizable value is the estimated selling price in the ordinary course of business less the

estimated costs of completion, the estimated costs necessary to make the sale and relevant taxes.

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Net realizable value is determined on the basis of clear evidence obtained, and takes into

consideration the purpose of holding inventories and effect of post balance sheet events.

At the balance sheet date, inventories are measured at the lower of the cost and net realizable value.

If the net realizable value is below the cost of inventories, a provision for decline in value of

inventories is made. The provision for inventories decline in value is determined normally by the

difference of the cost of individual item less its realizable value. For large quantity and low value

items of inventories, provision for decline in value is made based on categories of inventories. For

items of inventories relating to a product line that are produced and marketed in the same

geographical area, have the same or similar end users or purposes, and cannot be practicably

evaluated separately from other items in that product line provision for decline in value is

determined on an aggregate basis.

After the provision for decline in value of inventories is made, if the circumstances that previously

caused inventories to be written down below cost no longer exist so that the net realizable value of

inventories is higher than their cost, the original provision for decline in value is reversed and the

reversal is included in profit or loss for the period.

(4) The perpetual inventory system is maintained for stock system.

(5) Amortization method of the low-value consumption goods and packing articles

For the low-value consumption goods, should be amortized by one-off amortization method when

consuming; and for the packing articles, should be amortized by one-off amortization method

when consuming.

13. Assets held for sale

14. Long-term equity investments

The long-term equity investments of this part refer to the long-term equity investments that the

Company has control, joint control or significant influence over the investees. The long-term equity

investment that the Company does not have control, joint control or significant influence over the

investees, should be recognized as available-for-sale financial assets or be measured by fair value

with the changes should be included in the financial assets accounting of the current gains and

losses, and please refer the details of the accounting polices to “financial instrument”.

Joint control, refers to the control jointly owned according to the relevant agreement on an

arrangement by the Company and the relevant activities of the arrangement should be decided only

after the participants which share the control right make consensus. Significant influence refers to

the power of the Company which could anticipate in the finance and the operation polices of the

investees, but could not control or jointly control the formulation of the policies with the other

parties.

(1) Recognition of investment costs

As for long-term equity investments acquired by enterprise merger, if the merger is under the same

control, the share of the book value of the owner’s equity of the merged enterprise, on the date of

merger, is regarded as the initial cost of the long-term equity investment. The difference between

the initial cost of the long-term equity investment and the payment in cash, non-cash assets

transferred as well as the book value of the debts borne by the merging party shall offset against the

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capital reserve. If the capital reserve is insufficient to dilute, the retained earnings shall be adjusted.

If the consideration of the merging enterprise is that it issues equity securities, it shall, on the date of

merger, regard the share of the book value of the shareholder's equity of the merged enterprise on

the consolidated financial statement of the ultimate control party as the initial cost of the long-term

equity investment. The total face value of the stocks issued shall be regarded as the capital stock,

while the difference between the initial cost of the long-term equity investment and total face value

of the shares issued shall offset against the capital reserve. If the capital reserve is insufficient to

dilute, the retained earnings shall be adjusted. The equities of the combined party which

respectively acquired through multiple transaction under the same control that ultimately form into

the combination of the enterprises under the same control, should be disposed according whether

belongs to package deal; if belongs to package deal, each transaction would be executed accounting

treatment by the Company as a transaction of acquiring the control right. If not belongs to package

deal, it shall, on the date of merger, regard the enjoyed share of the book value of the shareholder's

equity of the merged enterprise on the consolidated financial statement of the ultimate control party

as the initial cost of the long-term equity investment, and as for the difference between the initial

investment cost of the long-term equity investment and sum of the book value of the long-term

equity investment before the combination and the book value of the consideration of the new

payment that further required on the combination date, should adjust the capital reserve; if the

capital reserve is insufficient to dilute, the retained earnings shall be adjusted. The equity

investment held before the combination date which adopted the equity method for accounting, or

the other comprehensive income confirmed for the available-for-sale financial assets, should not

have any accounting disposal for the moment.

For the long-term investment required from the business combination under different control, the

initial investment cost regarded as long-term equity investment on the purchasing date according to

the combination cost, the combination costs shall be the sum of the fair values of the assets paid, the

liabilities incurred or assumed and the equity securities issued by the Company. The equities of the

acquirees which respectively acquired through multiple transaction that ultimately form into the

combination of the enterprises under the different control, should be disposed according whether

belongs to package deal; if belongs to package deal, each transaction would be executed accounting

treatment by the Company as a transaction of acquiring the control right. If not belongs to package

deal, the sum of the book value of the original held equity investment of the acquirees and the

newly added investment cost should be regarded as the initial investment cost of the long-term

equity investment that changed to be accounted by cost method. If the original held equity is

calculated by cost method, the other relevant comprehensive income would not have any accounting

disposal for the moment. If the original held equity investment is the financial assets available for

sale, its difference between the fair value and the book value as well as the accumulative changes of

the fair value that include in the other comprehensive income, should transfer into the current gains

and losses.

The commission fees for audit, law services, assessment and consultancy services and other

relevant expenses occurred in the business combination by the combining party or the purchase

party, shall be recorded into current profits and losses upon their occurrence; the transaction

expense from the issuance of equity securities or bonds securities which are as consideration for

combination by the combining party, should be recorded as the initial amount of equity securities

and bonds securities.

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Besides the long-term equity investments formed by business combination, the other long-term

equity investments shall be initially measured by cost, the cost is fixed in accordance with the ways

of gaining, such as actual cash payment paid by the Company, the fair value of equity securities

issued by the Company, the agreed value of the investment contract or agreement, the fair value or

original carrying amount of exchanged assets from non-monetary assets exchange transaction, the

fair value of the long-term equity investments, etc. The expenses, taxes and other necessary

expenditures directly related with gaining the long-term equity investments shall also be recorded

into investment cost.

(2) Subsequent measurement and recognition of gains or losses

A long-term equity investment where the investing enterprise has joint control (except for which

forms into common operators) or significant influence over the investors should be measured by

equity method. Moreover, long-term equity investment adopting the cost method in the financial

statements, and which the Company has control on invested entity.

① Long-term equity investment measured by adopting cost method

The price of a long-term equity investment measured by adopting the cost method shall be included

at its initial investment cost and append as well as withdraw the cost of investing and adjusting the

long-term equity investment. The return on investment at current period shall be recognized in

accordance with the cash dividend or profit announced to distribute by the invested entity, except

the announced but not distributed cash dividend or profit included in the actual payment or

consideration upon gaining the investment.

② Long-term equity investment measured by adopting equity method

If the initial cost of a long-term equity investment is more than the Company's attributable share of

the fair value of the invested entity's identifiable net assets for investment, the initial cost of the

long-term equity investment may not be adjusted. If the initial cost of a long-term equity investment

is less than the Company's attributable share of the fair value of the invested entity's identifiable net

assets for the investment, the difference shall be included in the current profits and losses and the

cost of the long-term equity investment shall be adjusted simultaneously.

When measured by adopting equity method, respectively recognize investment income and other

comprehensive income according to the net gains and losses as well as the portion of other

comprehensive income which should be enjoyed or be shared, and at the same time adjust the book

value of the long-term equity investment; corresponding reduce the book value of the long-term

equity investment according to profits which be declared to distribute by the investees or the portion

of the calculation of cash dividends which should be enjoyed; for the other changes except for the

net gains and losses, other comprehensive income and the owners’ equity except for the profits

distribution of the investees, should adjust the book value of the long-term equity investment as

well as include in the capital reserve. The investing enterprise shall, on the ground of the fair value

of all identifiable assets of the invested entity when it obtains the investment, recognize the

attributable share of the net profits and losses of the invested entity after it adjusts the net profits of

the invested entity. If the accounting polices adopted by the investees is not accord with that of the

Company, should be adjusted according to the accounting policies of the Company and the financial

statement of the investees during the accounting period and according which to recognize the

investment income as well as other comprehensive income. For the transaction happened between

the Company and associated enterprises as well as joint ventures, if the assets launched or sold not

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form into business, the portion of the unrealized gains and losses of the internal transaction, which

belongs to the Company according to the calculation of the enjoyed proportion, should recognize

the investment gains and losses on the basis. But the losses of the unrealized internal transaction

happened between the Company and the investees which belongs to the impairment losses of the

transferred assets, should not be neutralized. The assets launched by the Company to the associated

enterprises or the joint ventures if could form into business, the long-term equity investment

without control right which acquired by the investors, should regard the fair value of the launched

business as the initial investment cost the newly added long-term equity investment, and for the

difference between the initial investment cost and the book value of the launched business, should

be included into the current gains and losses with full amount. The Company shall recognize the net

losses of the invested enterprise until the book value of the long-term equity investment and other

long-term rights and interests which substantially form the net investment made to the invested

entity are reduced to zero. However, if the Company has the obligation to undertake extra losses, it

shall be recognized as the estimated liabilities in accordance with the estimated duties and then

recorded into investment losses at current period. If the invested entity realizes any net profits later,

the Company shall, after the amount of its attributable share of profits offsets against its attributable

share of the un-recognized losses, resume recognizing its attributable share of profits.

For the long-term equity investment held by the Company before the first execution of the new

accounting criterion on 1 Jan. 2007 of the associated enterprises and joint ventures, if there is debit

difference of the equity investment related to the investment, should be included in the current gains

and losses according to the amount of the straight-line amortization during the original remained

period.

③ Acquiring shares of minority interest

In the preparation for the financial statements, the balance existed between the long-term equity

investment increased by acquiring shares of minority interest and the attributable net assets on the

subsidiary calculated by the increased shares held since the purchase date (or combination date), the

capital reserves shall be adjusted, if the capital reserves are not sufficient to offset, the retained

profits shall be adjusted.

④ Disposal of long-term equity investment

In the preparation of financial statements, the Company disposed part of the long-term equity

investment on subsidiaries without losing its controlling right on them, the balance between the

disposed price and attributable net assets of subsidiaries by disposing the long-term equity

investment shall be recorded into owners’ equity; where the Company losses the controlling right by

disposing part of long-term equity investment on such subsidiaries, it shall treated in accordance

with the relevant accounting policies in Method on preparation of combined financial statements.

For other ways on disposal of long-term equity investment, the balance between the book value of

the disposed equity and its actual payment gained shall be recorded into current profits and losses.

For the long-term equity investment measured by adopting equity method, if the remained equity

after disposal still adopts the equity method for measurement, the other comprehensive income

originally recorded into owners’ equity should adopt the same basis of the accounting disposal of

the relevant assets or liabilities directly disposed by the investees according to the corresponding

proportion. The owners’ equity recognized owning to the changes of the other owners’ equity except

for the net gains and losses, other comprehensive income and the profits distribution of the

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investees, should be transferred into the current gains and losses according to the proportion.

For the long-term equity investment which adopts the cost method of measurement, if the remained

equity still adopt the cost method, the other comprehensive income recognized owning to adopting

the equity method for measurement or the recognition and measurement standards of financial

instrument before acquiring the control of the investees, should adopt the same basis of the

accounting disposal of the relevant assets or liabilities directly disposed by the investees and should

be carried forward into the current gains and losses according to the proportion; the changes of the

other owners’ equity except for the net gains and losses, other comprehensive income and the

profits distribution among the net assets of the investees which recognized by adopting the equity

method for measurement, should be carried forward into the current gains and losses according to

the proportion.

For those the Company lost the control of the investees by disposing part of the equity investment

as well as the remained equity after disposal could execute joint control or significant influences on

the investees, should change to measure by equity method when compiling the individual financial

statement and should adjust the measurement of the remained equity to equity method as adopted

since the time acquired; if the remained equity after disposal could not execute joint control or

significant influences on the investees, should change the accounting disposal according to the

relevant regulations of the recognition and measurement standards of financial instrument, and its

difference between the fair value and book value on the date lose the control right should be

included in the current gains and losses. For the other comprehensive income recognized by

adopting equity method for measurement or the recognition and measurement standards of financial

instrument before the Company acquired the control of the investees, should execute the accounting

disposal by adopting the same basis of the accounting disposal of the relevant assets or liabilities

directly disposed by the investees when lose the control of them, while the changes of the other

owners’ equity except for the net gains and losses, other comprehensive income and the profits

distribution among the net assets of the investees which recognized by adopting the equity method

for measurement, should be carried forward into the current gains and losses according to the

proportion. Of which, for the disposed remained equity which adopted the equity method for

measurement, the other comprehensive income and the other owners’ equity should be carried

forward according to the proportion; for the disposed remained equity which changed to execute the

accounting disposal according to the recognition and measurement standards of financial instrument,

the other comprehensive income and the other owners’ equity should be carried forward in full

amount.

For those the Company lost the control of the investees by disposing part of the equity investment,

the disposed remained equity should change to calculate according to the recognition and

measurement standards of financial instrument, and difference between the fair value and book

value on the date lose the control right should be included in the current gains and losses. For the

other comprehensive income recognized from the original equity investment by adopting the equity

method, should execute the accounting disposal by adopting the same basis of the accounting

disposal of the relevant assets or liabilities directly disposed by the investees when terminate the

equity method for measurement, while for the owners’ equity recognized owning to the changes of

the other owner’s equity except for the net gains and losses, other comprehensive income and the

profits distribution of the investees, should be transferred into the current investment income with

full amount when terminate adopting the equity method.

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The Company respectively disposes the equity investment of the subsidiaries through multiple

transactions until lose the control right, if the above transactions belongs to the package deal, should

execute the accounting disposal by regarding each transaction as a deal of disposing the equity

investment of the subsidiaries until lose the control right, while the difference between each

expenses of the disposal and the book value of the long-term equity investment in accord with the

disposed equity before losing the control right, should firstly be recognized as other comprehensive

income then be transferred into the current gains and losses of losing the control right along until

the time when lose it.

15. Investment real estate

Measurement mode of the investment real estate

Inapplicable

16. Fixed assets

(1) Conditions for recognition

The term “fixed assets” refers to the tangible assets that simultaneously possess the features as

follows: (a) they are held for the sake of producing commodities, rendering labor service, renting or

business management; and (b) their useful life is in excess of one fiscal year. The fixed assets are

only recognized when the relevant economic benefits probably flow in the Company and its cost

could be reliable measured. The fixed assets should take the initial measurement according to the

cost and at the same time consider the influences of the factors of the estimated discard expenses.

(2) Depreciation methods

Category of fixed assets Method Useful life Salvage value Annual deprecation

Average method of 5-30 years

Housing and building 5%-10% 3.00 %-19.00%

useful life

Average method of 10-18 years

Machinery equipments 5%-10% 5.00%-9.50%

useful life

Average method of 5 years

Transportation vehicle 5%-10% 18.00%-19.00%

useful life

Electronic equipments and others Average method of 5 years

5%-10% 18.00%-19.00%

useful life

(3) Recognition basis, pricing and depreciation method of fixed assets by finance lease

The “finance lease” shall refer to a lease that has transferred in substance all the risks and rewards

related to the ownership of an asset. Its ownership may or may not eventually be transferred. The

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fixed assets by finance lease shall adopt the same depreciation policy for self-owned fixed assets. If

it is reasonable to be certain that the lessee will obtain the ownership of the leased asset when the

lease term expires, the leased asset shall be fully depreciated over its useful life. If it is not

reasonable to be certain that the lessee will obtain the ownership of the leased asset at the expiry of

the lease term, the leased asset shall be fully depreciated over the shorter one of the lease term or its

useful life.

17. Construction in progress

Construction in process is measured at actual cost. Actual cost comprises construction costs,

borrowing costs that are eligible for capitalization before the fixed assets being ready for their

intended us and other relevant costs. Construction in process is transferred to fixed assets when the

assets are ready for their intended use.

See the details of the impairment test method of the impairment provision withdrawal method of the

construction in progress to “Long-term assets impairment”.

18. Borrowing costs

The borrowing costs shall include interest on borrowings, amortization of discounts or premiums on

borrowings, ancillary expenses, and exchange balance on foreign currency borrowings. When the

borrowing costs can be directly attributable to the construction or production of assets eligible for

capitalization, and the asset disbursements or the borrowing costs have already incurred, and the

construction or production activities which are necessary to prepare the asset for its intended use or

sale have already started, the capitalization of borrowing costs begins. When the asset eligible for

capitalization under acquisition and construction or production is ready for the intended use or sale,

the capitalization of the borrowing costs shall be ceased. Other borrowing costs shall be recognized

as expenses when incurred.

The to-be-capitalized amount of interests shall be determined in light of the actual interests incurred

of the specially borrowed loan at the present period minus the income of interests earned on the

unused borrowing loans as a deposit in the bank or as a temporary investment; the enterprise shall

calculate and determine the to-be-capitalized amount on the general borrowing by multiplying the

weighted average asset disbursement of the part of the accumulative asset disbursements minus the

general borrowing by the capitalization rate of the general borrowing used. The capitalization rate

shall be calculated and determined in light of the weighted average interest rate of the general

borrowing.

During the period of capitalization, the exchange balance on foreign currency special borrowings

shall be capitalized; the exchange balance on foreign currency general borrowings shall be recorded

into current profits and losses.

The term “assets eligible for capitalization” refers to the fixed assets, investment real estate,

inventories and other assets, of which the acquisition and construction or production may take quite

a long time to get ready for its intended use or for sale.

Where the acquisition and construction or production of a qualified asset is interrupted abnormally

and the interruption period lasts for more than 3 months, the capitalization of the borrowing costs

shall be suspended.

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19. Biological assets

(1) Consumptive biological assets

Consumptive biological assets refer to the biological assets held for sale or to be harvested as

agricultural products in future, including crops, vegetables under growing, timber production forest

and domestic animals for sale. The consumptive biological assets shall be measured based on cost.

All costs for planting, creating, cultivating or raising of consumptive biological assets shall be the

necessary expenses directly added to such assets that accrued before harvest, including any loan that

satisfies capitalization conditions. Subsequent expenses for keeping and feeding the consumptive

biological assets after the harvest should be recognized as the losses and gains of the current period.

Upon harvest or sale, the cost of consumptive biological assets shall be based on its book value

through weighted average.

On the date of Balance Sheet, the consumptive biological assets shall be measured with lower of

cost and net realizable value, and the method for confirming the reserve for inventory price drop

shall be adopted to confirm the reserve for price drop of consumptive biological assets. If the

impacts of depreciation disappear, the depreciation amount shall be recovered, and the reserve for

price drop originally accrued shall be reversed. Such amount reversed shall be recognized as loss

and gain for the current period.

If consumptive biological assets change its usage to be as productive biological assets, the cost after

such change shall be confirmed based on the book value when the usage is changed. If consumptive

biological assets are changed as public biological assets, depreciation shall be taken into

consideration pursuant to Corporate Accounting Rules No.8 – Assets Depreciation. When

depreciation occur, accrued the depreciation reserve first and then confirm based on the book value

after such accrual.

(2) Productive biological assets

Productive biological assets refer to agricultural products produced, and biological assets held for

labor provision or lease, including economic forest, firewood forest, productive animals and labor

animals. The productive biological assets shall be measured based on cost. All costs for creating or

fostering productive biological assets shall be the necessary expenses directly added to such assets

that accrued before it reaches expected production purpose, including any loan that satisfies

capitalization conditions.

The Company shall withdraw the depreciation of the productive biological assets by adopting the

straight-line method since the second month of its useful life. Useful life, expected net salvage

value and annual depreciation rate of each productive biological assets are as below:

Category Useful life (Year) Expected net salvage value Annual deprecation (%)

(%)

Livestock 5 5% 19

The Company shall review the service life, expected net residuals and depreciation method of the

productive biological assets at least by the end of the year. In case of any change, it shall be deemed

as accounting estimate change.

The difference between proceedings from disposal (sale, loss, death or damage) of the productive

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biological assets deducted by book value and related tax shall be recognized as loss and gain for the

current period.

The Company shall check on the date of Balance Sheet whether there is a depreciation sign for the

productive biological assets. If yes, estimate the recoverable amount. Such recoverable amount shall

be estimated based on single asset item. If it is difficult, the recoverable amount of the portfolio

shall be confirmed based on the portfolio such assets belong to. If the recoverable amount of the

assets is lower than book value, reserve for asset depreciation shall be accrued based on such

difference, and recognized as loss and gain for the current period.

The above assets impairment losses once be recognized should not be reversed during the

accounting periods afterwards.

If the productive biological assets changed the usage as the consumptive biological assets, the cost

after the change should be recognized as the book value when changing the usage; of the productive

biological assets changed the usage as non-profit living assets, should be recognized according to

the book value after the withdrawal of the impairment provision in accord with the regulation of No.

8 of ASBE - Assets Impairment for considering whether there was impairment and should withdraw

the impairment provision in ahead of it.

20. Oil and gas assets

21. Intangible assets

(1) Pricing method, useful life and impairment test

The term “intangible asset” refers to the identifiable non-monetary assets possessed or controlled by

enterprises which have no physical shape.

The intangible assets shall be initially measured according to its cost. The costs related with the

intangible assets, if the economic benefits related to intangible assets are likely to flow into the

enterprise and the cost of intangible assets can be measured reliably, shall be recorded into the costs

of intangible assets; otherwise, it shall be recorded into current profits and losses upon the

occurrence.

The use right of land gained is usually measured as intangible assets. For the self-developed and

constructed factories and other constructions, the related expenditures on use right of land and

construction costs shall be respectively measured as intangible assets and fixed assets. For the

purchased houses and buildings, the related payment shall be distributed into the payment for use

right of land and the payment for buildings, if it is difficult to be distributed, the whole payment

shall be treated as fixed assets.

For intangible assets with a finite service life, from the time when it is available for use, the cost

after deducting the sum of the expected salvage value and the accumulated impairment provision

shall be amortized by straight line method during the service life. While the intangible assets

without certain service life shall not be amortized. The amortization period of each intangible asset

was as follows:

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Category Amortization method Amortization term (Year)

Straight-line method Stipulated the term according to the

Land use right regulations of the land transfer

contract

Patent use right Straight-line method 10

Software use right Straight-line method 10

Brand use right Straight-line method 10

At the end of period, the Company shall check the service life and amortization method of

intangible assets with finite service life, if there is any change, it shall be regarded as a change of

the accounting estimates. Besides, the Company shall check the service life of intangible assets

without certain service life, if there is any evidence showing that the period of intangible assets to

bring the economic benefits to the enterprise can be prospected, it shall be estimated the service life

and amortized in accordance with the amortization policies for intangible assets with finite service

life.

(2) Accounting polices of internal R & D expenses

The expenditures for internal research and development projects of an enterprise shall be classified

into research expenditures and development expenditures.

The research expenditures shall be recorded into the profit or loss for the current period.

The development expenditures shall be confirmed as intangible assets when they satisfy the

following conditions simultaneously, and shall be recorded into profit or loss for the current period

when they don’t satisfy the following conditions.

① It is feasible technically to finish intangible assets for use or sale;

② It is intended to finish and use or sell the intangible assets;

③ The usefulness of methods for intangible assets to generate economic benefits shall be proved,

including being able to prove that there is a potential market for the products manufactured by

applying the intangible assets or there is a potential market for the intangible assets itself or the

intangible assets will be used internally;

④ It is able to finish the development of the intangible assets, and able to use or sell the intangible

assets, with the support of sufficient technologies, financial resources and other resources;

⑤ The development expenditures of the intangible assets can be reliably measured.

As for expenses that can’t be identified as research expenditures or development expenditures, the

occurred R & D expenses shall be all included in current profits and losses.

22. Impairment of long-term assets

For non-current financial Assets of fixed Assets, projects under construction, intangible Assets with

limited service life, investing real estate with cost model, long-term equity investment of

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subsidiaries, cooperative enterprises and joint ventures, the Company should judge whether

decrease in value exists on the date of balance sheet. Recoverable amounts should be tested for

decrease in value if it exists. Other intangible Assets of reputation and uncertain service life and

other non-accessible intangible assets should be tested for decrease in value no matter whether it

exists.

If the recoverable amount is less than book value in impairment test results, the provision for

impairment of differences should include in impairment loss. Recoverable amounts would be the

higher of net value of asset fair value deducting disposal charges or present value of predicted cash

flow. Asset fair value should be determined according to negotiated sales price of fair trade. If no

sales agreement exists but with asset active market, fair value should be determined according to the

Buyer’s price of the asset. If no sales agreement or asset active market exists, asset fair value could

be acquired on the basis of best information available. Disposal expenses include legal fees, taxes,

cartage or other direct expenses of merchantable Assets related to asset disposal. Present value of

predicted asset cash flow should be determined by the proper discount rate according to Assets in

service and predicted cash flow of final disposal. Asset depreciation reserves should be calculated

on the basis of single Assets. If it is difficult to predict the recoverable amounts for single Assets,

recoverable amounts should be determined according to the belonging asset group. Asset group is

the minimum asset combination producing cash flow independently.

In impairment test, book value of the business reputation in financial report should be shared to

beneficial asset group and asset group combination in collaboration of business merger. It is shown

in the test that if recoverable amounts of shared business reputation asset group or asset group

combination are lower than book value, it should determine the impairment loss. Impairment loss

amount should firstly be deducted and shared to the book value of business reputation of asset

group or asset group combination, then deduct book value of all assets according to proportions of

other book value of above assets in asset group or asset group combination except business

reputation.

After the asset impairment loss is determined, recoverable value amounts would not be returned in

future.

23. Amortization method of long-term deferred expenses

Long-term deferred expenses refer to general expenses with the apportioned period over one year

(one year excluded) that have occurred but attributable to the current and future periods. The

long-term deferred expenses mainly including the land contract fee. And the long-term deferred

expense shall be amortized averagely within benefit period. The amortization term is the term

stipulated by the land contracts and the land rental contracts.

24. Payroll

(1) Accounting treatment of short-term compensation

Short-term compensation mainly including salary, bonus, allowances and subsidies, employee

services and benefits, medical insurance premiums, birth insurance premium, industrial injury

insurance premium, housing fund, labor union expenditure and personnel education fund,

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non-monetary benefits etc. The short-term compensation actually happened during the accounting

period when the active staff offering the service for the Company should be recognized as liabilities

and is included in the current gains and losses or relevant assets cost. Of which the non-monetary

benefits should be measured according to the fair value.

(2) Accounting treatment of the welfare after departure

Welfare after demission mainly includes setting drawing plan. Of which setting the drawing plan

mainly includes basic endowment insurance, unemployment insurance and annuity etc, and the

corresponding payable and deposit amount should be included into the relevant assets cost or the

current gains and losses when happen.

(3) Accounting treatment of the welfare after dimission

The Company relieves the labor relation with the employees before the due date of the labor contacts or puts

forward the advice of providing the compensation for urging the employees volunteered to receive the downsizing

and when the Company could not unilaterally withdraw the dismission welfare owning to the relieving plan of the

labor relation or the downsizing advice, should confirm the liabilities of the employees’ salary from the dismission

welfare on the earlier day between the cost confirmed by the Company and the cost related to the reorganization

of the payment of the dismission welfare and includes which in the current gains and losses. But as for the

dismission welfare be estimated that could not be completed paid within 12 months after the end of the annual

report period, should be handled according to the other long-term employee’s salary.

The internal retire plan of the employees should be handled by adopting the same principles of the above

dismission welfare. The Company includes the salary and the paid social insurance charges planed to pay by the

personnel retreated inside during the period from the date when ceased the services to the normal retire date in the

current gains and losses (dismission welfare) when met with the recognization conditions of the estimiated

liabilities.

(4) Accounting treatment of the welfare of other long-term staffs

The other long-term welfare that the Company offers to the staffs, if met with the setting drawing

plan, should be accounting disposed according to the setting drawing plan, while the rest should be

disposed according to the setting revenue plan.

25. Estimated liabilities

26. Share-based payment

(1) Accounting treatment of share-based payment

Share-based payment refers to the transaction in order to require the service offered by the employees and other

parties that grants the equity instruments or responsible for the liabilities recognized on the basis of the equity

instruments. Share-based payment divided into equity-settled share-based payment and cash-settled share-based

payment.

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①Equity-settled share-based payment

It is a share-based payment settled by equity used for exchange the service offered by the staffs and be measured

by the fair value on the grant date of granting the equity instrument for the staffs. When the services are fully

rendered during vesting period or specified performance targets are met, based on the best estimate of the number

of the vesting equity instruments during vesting period and according to the straight-line method to calculate and

to include into the relevant cost or expenses/when using the vesting power immediately after the granting, should

include the relevant cost or expenses on the grant date and correspondingly increase the capital reserve.

On each balance sheet date within the vesting period, the Company makes the best estimate base on the

subsequent information newly required such as the changes of the vesting staffs’ number to modify the number of

the estimated vesting equity instrument. The above influences of the estimation should be included into the current

relevant cost or expenses and correspondingly adjust the capital surplus.

For equity-settled share-based payment made in return of other parties' services and the fair value of the other

parties' services can be reliably measured, it will be measured based on the fair value of the other parties' services

on the date of grant; if the fair value of the other parties' services cannot be reliably measured but the fair value of

equity instruments can be reliably measured, it will be recognized in relevant costs or expenses and the capital

reserves shall be adjusted accordingly at the fair value of such instruments on the date of the grant.

② Cash-settled share-based payment

The cash-settled share-based payment should be measured according to the fair value of the liabilities recognized

based on the shares or other equity instrument undertaken by the Company. For the cash-settled share-based

payment made in return for the rendering of employee services that may be exercised immediately after the grant,

the fair value of the liability incurred by the Company shall, on the date of the grant, be recognized in relevant

costs or expenses and the liabilities shall be increased accordingly. For cash-settled share-based payment made in

return for the rendering of employee services that cannot be exercised until the services are fully provided during

the vesting period or specified performance targets are met, on each balance sheet date within the vesting period,

the services acquired in the current period shall, based on the best estimate of the number of exercisable

instruments, be recognized in relevant costs or expenses and the corresponding liabilities at the fair value of the

liability incurred by the Company.

On each balance sheet date and the settlement date before the settlement of the relevant liabilities, the Company

should re-measure the fair value of the liabilities and its changes should be included in the current gains and

losses.

(2) Relevant accounting treatment about revision and termination of share-based payment plans

As to the revision on the share-based payment plan made by the Company, if the fair value of the granted equity

instrument increases after the revision, it shall recognize the increase of the service gained according to the

increase of the fair value of equity instrument. The increase of the fair value of equity instrument refers to the

balance between the fair value on the revising date of the equity instruments before and after the revision. If the

total fair value of share-base payment decreases after the revision or adopting other ways against the staffs in the

revision, it shall continue to conduct accounting treatment on the service gained as if the revision never happens,

only if the Company p cancel partial or total granted equity instrument.

During the vesting period, if the Company cancels the granted equity instrument, the Company shall treat the

cancel of granted equity instrument as accelerating the vesting, and includes the amount shall be recognized

during the remained vesting period into current profit and loss, and also recognize the capital reserves. If staffs or

other party can choose to meet the non-vesting conditions but not meets with them during the vesting period,

which will be treated as the cancel of granted equity instrument by the Company.

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27. Other financial instruments such as the preference shares and perpetual capital securities

28. Revenue

(1) Selling products

No revenue from selling goods may be recognized unless the following conditions are met simultaneously: the

significant risks and rewards of ownership of the goods have been transferred to the buyer by the enterprise; the

enterprise retains neither continuous management right that usually keeps relation with the ownership nor

effective control over the sold goods; the relevant amount of revenue can be measured in a reliable way; the

relevant economic benefits may flow into the enterprise; and the relevant costs incurred or to be incurred can be

measured in a reliable way.

As for the revenues from the domestic sales products, the Company deliveries the products to the buyers

according to the contracts agreement, and the revenues amount of the products sales had been confirmed with the

goods payment had been withdrawn or had received the receipt voucher of which the relevant economic benefits

probably flow into the enterprise as well as the relevant costs of the products could be reliable measured when

being confirming as the revenues.

As for the revenues from the export sales products, the Company executes the customs declaration and the

products departure according to the contracts agreement, and the Company had acquired the bill of lading with the

revenues amount of the products sale had been confirmed and the goods payment had been withdrawn or had had

received the receipt voucher of which the relevant economic benefits probably flow into the enterprise as well as

the relevant costs of the products could be reliable measured when being confirming as the revenues.

(2) Providing labor services

If the Company can reliably estimate the outcome of a transaction concerning the labor services it provides, it

shall recognize the revenue from providing services employing the percentage-of-completion method on the date

of the balance sheet. The completed proportion of a transaction concerning the providing of labor services shall be

decided by the proportion of the labor service already provided to the total labor service to provide.

The outcome of a transaction concerning the providing of labor services can be measured in a reliable way, means

that the following conditions shall be met simultaneously: ① The amount of revenue can be measured in a

reliable way; ② The relevant economic benefits are likely to flow into the enterprise; ③ The schedule of

completion under the transaction can be confirmed in a reliable way; and ④ The costs incurred or to be incurred

in the transaction can be measured in a reliable way.

If the outcome of a transaction concerning the providing of labor services can not be measured in a reliable way,

the revenue from the providing of labor services shall be recognized in accordance with the amount of the cost of

labor services incurred and expected to be compensated, and make the cost of labor services incurred as the

current expenses. If it is predicted that the cost of labor services incurred couldn’t be compensated, thus no

revenue shall be recognized.

Where a contract or agreement signed between Company and other enterprises concerns selling goods and

providing of labor services, if the part of sale of goods and the part of providing labor services can be

distinguished from each other and can be measured respectively, the part of sale of goods and the part of providing

labor services shall be treated respectively. If the part of selling goods and the part of providing labor services can

not be distinguished from each other, or if the part of sale of goods and the part of providing labor services can be

distinguished from each other but can not be measured respectively, both parts shall be conducted as selling

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goods.

(3) Royalty revenue

In accordance with relevant contract or agreement, the amount of royalty revenue should be recognized as revenue

on accrual basis.

(4) Interest revenue

The amount of interest revenue should be measured and confirmed in accordance with the length of time for

which the Company’s monetary fund is used by others and the agreed interest rate.

23. Government subsidies

(1) Judgment basis and accounting treatment of government subsidies related to assets

Government subsidies consist of the government subsidies pertinent to assets and government subsidies pertinent

to income. The Company defines the acquisition of government subsidy of long term assets using in construction

or formed in other ways as government subsidiary related to income. If the government document not clearly

regulate the subsidy acquirees then adopt the following method to divide the government subsidy into government

subsidy related to income and government subsidy related to assets; (1) If the government document clearly

regulate the specific project, according to the budget project will form the spending amount of assets and the cost

included of spending amount ratio to divide, and division ratio shall be reexamine in every balance sheet date,

renew if necessary. (2) The usage in government documents is for general description only, for which do not

identify a particular project, consider as government subsidy related to income.

The government subsidies pertinent to assets shall be recognized as deferred income, equally distributed within

the useful lives of the relevant assets, and included in the current profits and losses. The government subsidies

pertinent to incomes shall be treated respectively in accordance with the circumstances as follows: those subsidies

used for compensating the related future expenses or losses of the enterprise shall be recognized as deferred

income and shall included in the current profits and losses during the period when the relevant expenses are

recognized; or those subsidies used for compensating the related expenses or losses incurred to the enterprise shall

be directly included in the current profits and losses.

Where it is necessary to refund any government subsidy which has been recognized, it shall be treated

respectively in accordance with the circumstances as follows: if there is the deferred income concerned, the book

balance of the deferred income shall be offset against, but the excessive part shall be included in the current

profits and losses; or if there is no deferred income concerned to the government subsidy, it shall be directly

included in the current profits and losses.

(2) Judgment basis and accounting treatment of government subsidies related to profits

Government subsidies consist of the government subsidies pertinent to assets and government subsidies pertinent

to income and the rest should be recognized as the government subsidy related to the revenue. The Company

defines the acquisition of government subsidy of long term assets using in construction or formed in other ways as

government subsidiary related to income. If the government document not clearly regulate the subsidy acquirees

then adopt the following method to divide the government subsidy into government subsidy related to income and

government subsidy related to assets; (1) If the government document clearly regulate the specific project,

according to the budget project will form the spending amount of assets and the cost included of spending amount

ratio to divide, and division ratio shall be reexamine in every balance sheet date, renew if necessary. (2) The usage

in government documents is for general description only, for which do not identify a particular project, consider as

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government subsidy related to income.

The government subsidies pertinent to incomes shall be treated respectively in accordance with the circumstances

as follows: those subsidies used for compensating the related future expenses or losses of the enterprise shall be

recognized as deferred income and shall included in the current profits and losses during the period when the

relevant expenses are recognized; or those subsidies used for compensating the related expenses or losses incurred

to the enterprise shall be directly included in the current profits and losses.

30. Deferred income tax assets/deferred income tax liabilities

(1) Income tax of the current period

On the balance sheet date, for the current income tax liabilities (or assets) of the current period as

well as the part formed during the previous period, should be measured by the income tax of the

estimated payable (returnable) amount which be calculated according to the regulations of the tax

law. The amount of the income tax payable which is based by the calculation of the current income

tax expenses, are according to the result measured from the corresponding adjustment of the pre-tax

accounting profit of 2014 which in accord to the relevant regulations of the tax law.

(2) Deferred income tax assets and deferred income tax liabilities

The difference between the book value of certain assets and liabilities and their tax assessment basis,

as well as the temporary difference occurs from the difference between the book value of the items

which not be recognized as assets and liabilities but could confirm their tax assessment basis

according to the regulations of the tax law, the deferred income tax assets and the deferred income

tax liabilities should be recognized by adopting liabilities law of the balance sheet.

No deferred tax liability is recognized for a temporary difference arising from the initial recognition

of goodwill, the initial recognition of assets or liabilities due to a transaction other than a business

combination, which affects neither accounting profit nor taxable profit (or deductible loss). Besides,

no deferred tax assets is recognized for the taxable temporary differences related to the investments

of subsidiary companies, associated enterprises and joint enterprises, and the investing enterprise

can control the time of the reverse of temporary differences as well as the temporary differences are

unlikely to be reversed in the excepted future. Otherwise, the Group should recognize the deferred

income tax liabilities arising form other taxable temporary difference.

No deferred taxable assets should be recognized for the deductible temporary difference of initial

recognition of assets and liabilities arising from the transaction which is not business combination,

the accounting profits will not be affected, nor will the taxable amount or deductible loss be affected

at the time of transaction. Besides, no deferred taxable assets should be recognized for the

deductible temporary difference related to the investments of the subsidiary companies, associated

enterprises and joint enterprises, which are not likely to be reversed in the expected future or is not

likely to acquire any amount of taxable income tax that may be used for making up such deductible

temporary differences. Otherwise, the Company shall recognize the deferred income tax assets

arising from a deductible temporary difference basing on the extent of the amount of the taxable

income that is likely to be acquired to make up such deductible temporary differences

For any deductible loss or tax deduction that can be carried forward to the next year, the

corresponding deferred income tax asset shall be determined to the extent that the amount of future

taxable income to be offset by the deductible loss or tax deduction to be likely obtained.

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On the balance sheet date, the deferred income tax assets and the deferred income tax liabilities

shall be measured at the tax rate applicable to the period during which the assets are expected to be

recovered or the liabilities are expected to be settled.

The book value of deferred income tax assets shall be reviewed at each balance sheet date. If it is

unlikely to obtain sufficient taxable income to offset against the benefit of the deferred income tax

asset, the book value of the deferred income tax assets shall be written down. Any such write-down

should be subsequently reversed where it becomes probable that sufficient taxable income will be

available.

(3) Income tax expenses

Income tax expenses include current income tax and deferred income tax.

The rest current income tax and the deferred income tax expenses or revenue should be included

into current gains and losses except for the current income tax and the deferred income tax related

to the transaction and events that be confirmed as other comprehensive income or be directly

included in the shareholders’ equity which should be included in other comprehensive income or

shareholders’ equity as well as the book value for adjusting the goodwill of the deferred income tax

occurs from the business combination.

(4) Offset of income tax

The current income tax assets and liabilities of the Company should be listed by the written-off net

amount which intend to executes the net amount settlement as well as the assets acquiring and

liabilities liquidation at the same time while owns the legal rights of settling the net amount.

The deferred income tax assets and liabilities of the Company should be listed as written-off net

amount when having the legal rights of settling the current income tax assets and liabilities by net

amount and the deferred income tax and liabilities is relevant to the income tax which be collected

from the same taxpaying bodies by the same tax collection and administration department or is

relevant to the different taxpaying bodies but during each period which there is significant reverse

of the deferred income assets and liabilities in the future and among which the involved taxpaying

bodies intend to settle the current income tax and liabilities by net amount or are at the same time

acquire the asset as well as liquidate the liabilities.

31. Lease

(1) Accounting treatment of operating lease

(1) Business of operating leases recorded by the Group as the lessee

The rent expenses from operating leases shall be recorded by the lessee in the relevant asset costs or

the profits and losses of the current period by using the straight-line method over each period of the

lease term. The initial direct costs shall be recognized as the profits and losses of the current period.

The contingent rents shall be recorded into the profits and losses of the current period in which they

actually arise.

(2) Business of operating leases recorded by the Group as the lessor

The rent incomes from operating leases shall be recognized as the profits and losses of the current

period by using the straight-line method over each period of the lease term. The initial direct costs

of great amount shall be capitalized when incurred, and be recorded into current profits and losses

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in accordance with the same basis for recognition of rent incomes over the whole lease term. The

initial direct costs of small amount shall be recorded into current profits and losses when incurred.

The contingent rents shall be recorded into the profits and losses of the current period in which they

actually arise.

(2) Accounting treatments of financial lease

(1) Business of finance leases recorded by the Company as the lessee

On the lease beginning date, the Company shall record the lower one of the fair value of the leased

asset and the present value of the minimum lease payments on the lease beginning date as the

entering value in an account, recognize the amount of the minimum lease payments as the entering

value in an account of long-term account payable, and treat the balance between the recorded

amount of the leased asset and the long-term account payable as unrecognized financing charges.

Besides, the initial direct costs directly attributable to the leased item incurred during the process of

lease negotiating and signing the leasing agreement shall be recorded in the asset value of the

current period. The balance through deducting unrecognized financing charges from the minimum

lease payments shall be respectively stated in long-term liabilities and long-term liabilities due

within 1 year.

Unrecognized financing charges shall be adopted by the effective interest rate method in the lease

term, so as to calculate and recognize current financing charges. The contingent rents shall be

recorded into the profits and losses of the current period in which they actually arise.

(2) Business of finance leases recorded by the Company as the lessor

On the beginning date of the lease term, the Company shall recognize the sum of the minimum

lease receipts on the lease beginning date and the initial direct costs as the entering value in an

account of the financing lease values receivable, and record the unguaranteed residual value at the

same time. The balance between the sum of the minimum lease receipts, the initial direct costs and

the unguaranteed residual value and the sum of their present values shall be recognized as

unrealized financing income. The balance through deducting unrealized financing incomes from the

finance lease accounts receivable shall be respectively stated in long-term claims and long-term

claims due within 1 year.

Unrecognized financing incomes shall be adopted by the effective interest rate method in the lease

term, so as to calculate and recognize current financing revenues. The contingent rents shall be

recorded into the profits and losses of the current period in which they actually arise.

32. Significant accounting judgments and estimates

Due to the internal uncertainty of operating activities, the Company needs to make judgments,

estimates and assumptions for carrying amounts of statement items that can’t be measured

accurately during the process of applying accounting policies. Such judgments, estimates and

assumptions are made on the basis of the past experience of Company’s management staffs and on

the consideration of other relevant factors. Such judgments, estimates and assumptions have effect

on reporting amount of incomes, expense, assets and liabilities, as well as disclosure of contingent

liabilities on the balance sheet date. However, the uncertainty of such estimates may results in major

adjustments of carrying amounts of assets or liabilities that will be influenced in future.

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The Company shall have a check on the aforesaid judgments, estimates and assumptions at fixed

intervals on the basis of sustainable operation. As for the change in accounting estimates that only

effects on the current period of the change, the affected amount thereof shall be recognized at

current period of the change. As for accounting estimates that effects on both the current period of

the change and future periods, the affected amount thereof shall be recognized at current period of

the change and future periods.

On balance sheet date, major fields requiring judgments, estimates and assumptions on amounts of

financial statement items by the Company are as follows:

(1) Classification of leases

In line with rules in Accounting Standards for Enterprises No. 21 – Leases, the Company classifies

leases into operating leases and finance leases. Upon the classification, the management staffs need

to make analysis and judgments on whether to essentially transfer all risks and remuneration

relating to the ownership of leased-out assets to the lessee, or whether the Company has essentially

undertaken all risks and remuneration relating to the ownership of leased-in assets.

(2) Withdrawal of bad debt provisions

The Company shall, in accordance with accounting policies of receivables, calculate bad debt

provisions by adopting allowance method. Impairment of accounts receivable is based on the

assessment of the recovery of accounts receivable. Identification of impairment of accounts

receivable requires judgments and estimates by management staffs. The difference between actual

outcomes and originally estimated outcomes, which will influence the carrying amount of accounts

receivable and bad debt provisions thereof in the estimated period of the change, shall be withdrawn

or reversed.

(3) Inventory depreciation reserves

The Company shall calculate whichever is lower between the cost and realizable net value in light

of inventory accounting policies. As for inventories of which the cost is higher than the realizable

net value and inventories which are obsolete and unsalable inventory depreciation reserves shall be

withdrawn. Impairment of inventories to realizable net value is based on the assessment of the

marketing of inventories and realizable net value thereof. Identification of inventory impairment

requires well-established evidences by management staffs, as well as judgments and estimates

based on consideration of the purpose of holding inventories and other factors such as events

occurring after the date of balance sheet. The difference between actual outcomes and originally

estimated outcomes, which will influence the carrying amount of inventories and inventory

depreciation reserves in the estimated period of the change, shall be withdrawn or reversed.

(4) Fair values of financial instruments

As for financial instruments not existing in active trading market, the Company shall determine

their fair values by all kinds of assessment methods, which include model analysis of discounted

cash flow and etc. During the assessment, the Company needs to assess for respects such as future

cash flows, credit risks, market volatility, correlation, and choose appropriate discount rate. Such

related assumptions have uncertainty, of which the change will effect on fair values of financial

instruments.

(5) Impairment of financial assets available for sale

To a large extent, whether the impairment of financial assets available for sale is recognized or not

relies on the judgments and assumptions of the management staffs. In that way, the Company shall

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be certain about whether to recognize impairment losses of financial assets available for sale in the

profit statement. During the process of making judgments and assumptions, the Company needs to

evaluate how much the fair value of such investment is less than its cost, how long such investment

will last, and the financial condition and short-term business outlook of the invested parties, which

include industry status, technology transform, credit rating, default rate and risks from the opposite

parties.

(6) Impairment provisions of non-financial non-current assets

The Company shall judge whether there is sign of impairment of non-current assets other than

financial assets on balance sheet date. Intangible assets with uncertain service lives, besides being

conducted with annual impairment test every year, have to accept impairment tests when there is

sign of impairment. Other non-current assets except for financial assets have to accept impairment

tests when there is sign indicating the carrying amount thereof is unrecoverable.

When the carrying amounts of the asset or group assets are higher than the recoverable amounts,

namely whichever is higher between the net amount through deducting disposal charges from the

fair value and the present value of the estimated future cash flow, impairment occurs.

The net amount of the fair value of an asset minus the disposal expenses shall be determined in light

of the amount of the basis of the price as stipulated in the sales agreement or the observable market

price in the fair transaction minus the incremental cost directly subject to the disposal of the asset.

When estimating present value of future cash flows, it is necessary to make significant judgments

on characters of the asset or asset group, such as output, sales price, related operating costs, and

discount used to calculate the present value. When estimating recoverable amount, the Company

shall adopt all relevant materials that can be required, including estimates relating to output, sales

price and relevant operating costs judged by rational and supportable assumptions.

The Company tests whether there is impairment of good will at least for every year, which requires

itself to estimate the present value of the future cash flow of group assets or combination of group

assets. When estimating the present value of the future cash flow, the Company needs to estimate

the cash flow arising from future group assets or combination of group assets, and at the same time

choose appropriate discount rate to determine the present value of the future cash flow.

(7) Depreciation and amortization

Upon consideration on the salvage value of investment real estates, fixed assets and intangible

assets, the Company shall withdraw depreciation and amortization by straight-line method over

their service lives. The Company checks on service lives at fixed intervals, so as to determine the

amounts of depreciation expenses and amortization expenses at each period. Service lives are

confirmed in accordance with the past experience on similar assets of the Company, along with

renewed technology of expectation. If any significant change occurred to previous estimated,

depreciation expenses and amortization expenses will be adjusted in future period.

(8) Development expenditure

When recognizing the capitalized amount, the management layer of the Company needs to make

suppose about the estimated future cash flow, the appropriate discounts rate and the estimated

benefit period related to the assets.

(9) Deferred income tax assets

In a limit providing large possibility of offset losses from sufficient taxable profits, the Group shall

recognize deferred income tax assets in line with all unused tax losses, which requires management

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staffs of the Group to estimate the time when future taxable profits occurs and the amount thereof

by applying plenty of judgments and combining tax planning strategies, so as to determine the

amount of the recognizable deferred income tax assets.

(10) Income taxes

There’s certain uncertainty of disposal and calculation of taxes of partial transactions in normal

operating activities. It is uncertain whether some pre-taxed items can set aside the approvals by tax

authorities or not. If there are differences between the ultimate recognition outcomes and the

originally estimated amounts of such tax issues, then such differences shall effect on the current

income tax and deferred income tax during the ultimate recognition period.

33. Changes in main accounting policies and estimates

(1) Change of accounting policies

□ Applicable √ Inapplicable

(2) Change of main accounting estimates

□ Applicable √ Inapplicable

34. Other

VI. Taxation

1. Main taxes and tax rate

Category of taxes Tax basis Tax rate

Calculated the output tax at 17%, 13%, 6%, and 0% of taxable

VAT income and paid the VAT by the amount after deducting the 17%, 13%, 6%, 3%, 0%

deductible withholding VAT at current period.

Business tax Paid by 3%, 5% of taxable business income 3%, 5%

Urban maintenance

Paid at 7%, 5%, 1% of the circulating tax actually paid 7%, 5%, 1%

and construction tax

Enterprise income tax Paid at 15%, 16.5%, 25% of taxable income respectively 0%, 9%, 15%, 16.5%, 25%

Notes to the disclosure of taxpaying bodies in different corporate tax rate

Name of taxpaying bodies Rate of income tax

The Company 15%

Lufeng Weaving & Dyeing Co., Ltd. (hereinafter refer to as

15%

“Lufeng Weaving & Dyeing”)

Lu Thai (Hong Kong) Textile Co., Ltd. (hereinafter refer to as

16.50%

“Lu Thai Hong Kong”)

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Xinjiang Lu Thai Harvest Cotton Co., Ltd. (“Xinjiang Lu Thai”) 25%

Zibo Luqun Textile Co., Ltd. (hereinafter refer to as “Luqun

25%

Textile”)

Zibo Xinsheng Power Co., Ltd. hereinafter refer to as “Xinsheng

25%

Power”)

Zibo Helijie Energy Saving Technology & Services Co., Ltd.

25%

(hereinafter referred to as “Helijie”)

Beijing Lufeng Sunshine Garments Co., Ltd. (hereinafter

25%

referred to as “Lufeng Sunshine”)

Beijing Innovative Garment Co., Ltd. (hereinafter referred to as

25%

“Beijing Innovative”

Shanghai Lu Thai Textile & Garments Co., Ltd. (hereinafter

25%

referred to as “Shanghai Lu Thai”)

Beijing Lu Thai Youxian Electronic Commerce Co., Ltd.

25%

(hereinafter referred to as “Beijing Youxian”)

Xinjiang Lu Thai Textile Co., Ltd. (“Xinjiang Lu Thai Textile”) 9%

Lu Thai (Cambodia) Textile Co., Ltd. (hereinafter referred to as

0%

“Lu Thai Cambodia”)

Lu Thai (Burma) Textile Co., Ltd. (hereinafter referred to as “Lu

0%

Thai Burma”)

Lu Thai (Vietnam) Textile Co., Ltd. (hereinafter referred to as

0%

“Lu Thai Vietnam”)

2. Tax preference

The Company, in accordance with the Notice on Passing the Re-examination of New High-tech

Enterprise for 504 Companies Including Jinan Shengquan Group Co., Ltd. (Lu-Ke-Gao-Zi [2012]

No. 19) from Department of Science & Technology of Shandong Province, Finance Bureau of

Shandong Province, National Taxation Bureau of Shandong and Local Taxation Bureau of

Shandong Province, was recognized as a New High-tech Enterprise and obtained the Certificate of

New High-tech Enterprise on 31 Oct. 2011. The Company shall, in line with the Article 28 of

Enterprise Income Tax Law of the People’s Republic of China and Notice of the State

Administration of Taxation on the Issues concerning the Administration of Enterprise Income Tax

Deduction and Exemption (GSF [2008] No. 111 document), enjoy a 15-percent rate for enterprise

income tax.

The Company’s controlled subsidiary— Lufeng Weaving & Dyeing Co., Ltd., in accordance with

the Notice on Confirmation of New High-tech Enterprise for 430 Companies Including Jinan

Feshen Xinng’an Technologies Co., Ltd. (Lu-Ke-Gao-Zi [2012] No. 38) from Department of

Science & Technology of Shandong Province, Finance Bureau of Shandong Province, National

Taxation Bureau of Shandong and Local Taxation Bureau of Shandong Province, was recognized as

a New High-tech Enterprise and obtained the Certificate of New High-tech Enterprise on 30 Nov.

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2011.. The above subsidiary shall, in line with the Article 28 of Enterprise Income Tax Law of the

People’s Republic of China and Notice of the State Administration of Taxation on the Issues

concerning the Administration of Enterprise Income Tax Deduction and Exemption (GSF [2008] No.

111 document), enjoy a 15-percent rate for enterprise income tax.

Lu Thai (Hong Kong) Textile Co., Ltd. (hereinafter refers as Lu Thai (Hong Kong) Textile), the wholly-owned

subsidiary company of the Company, was incorporated in Hong Kong SAR, whose profit tax shall

be paid at tax rate of 16.5%.

According to the “Announcement of the State Administration of Taxation on Issues of Enterprise

Income Tax Concerning In-depth Implementation of the Western Development Strategy” (SAT

[2012] No. 12), as well as the “Circular of Xinjiang Uygur Autonomous Region on Tax Policies

Concerning Acceleration of the Development of the Textile Industry” (XZF [2010] No. 99),

Xinjiang Lu Thai Textile Co., Ltd. (“Xinjiang Lu Thai Textile”), a wholly-funded subsidiary of the

Company’s controlled subsidiary Xinjiang Lu Thai Fengshou Cotton Co., Ltd. (“Xinjiang Lu Thai”),

enjoys a preferential enterprise income tax rate of 15% as an enterprise under the Western

Development Strategy. And the local enjoyable tax is exempted for five years, i.e. a preferential

enterprise income tax rate of 9% for the five years.

The wholly own subsidiary Lu Thai Cambodia, according to the Lu Thai Cambodia Profits tax free

approval issued by Investment Committee of Cambodia, Lu Thai Cambodia enjoys tax preference

of tax free on corporate income tax of 3 (3 years start-up period) + 3 (3 years tax holiday)+1 (1 year

grace period). If profit during the 3 year start-up period then turn into 3 years tax holiday, after

grace period, enterprise income tax rate was of 20%.

The wholly own subsidiary Lu Thai Burma, according to the Burma’s Special Economic Zone Law

issued by Pyidaungsu Hluttaw, Lu Thai Burma enjoys tax preference on corporate income tax of 7

(7 years tax holiday) + 5 (5 years tax revenues drop by half) + 5 (re-invest the profits within 1 year

and continues to enjoy the half tax revenues 5 years afterwards). After grace period, enterprise

income tax rate was of 25%.

The wholly own subsidiary Lu Thai Vietnam of the wholly own subsidiary Lu Thai Hong Kong, the

investment license issued by the Vietnam Fudong Industrial Park Management Committee, Lu Thai

Vietnam enjoys tax preference on corporate income tax of 3 (3 years start-up period) + 2 (2 years

tax holiday) + 4 half (4 years 50%-reductions period) and if there are profits within the 3 years

start-up period should transfer which in the 2 years tax holiday. After grace period, enterprise

income tax rate was of 25%.

3. Other

VII. Notes on major items in consolidated financial statements of the Company

1. Monetary funds

Unit: RMB Yuan

Item Closing balance Opening balance

Cash on hand 2,111,348.02 1,190,565.56

Bank deposits 742,998,281.72 631,971,943.96

134

2015 Annual Report of Lu Thai Textile Co., Ltd.

Other monetary funds 50,391,566.33 33,131,288.78

Total 795,501,196.07 666,293,798.30

Of which total amount of deposited

81,371,297.43 22,970,300.95

abroad

Other notes:

On 31 Dec. 2015, the monetary capital with restricted ownership of the Company was of RMB29,805,722.42 (31

Dec. 2014: RMB16,900,000.00), which was the the fixed deposit receipt of RMB29,754,422.42 in order to pledge

and obtain short term loan by the Company’s subsidiary Lufeng Weaving & Dyeing and the expenses of the L/G

margin of RMB51,300.00.

2. Financial assets measured by fair value and the changes be included in the current gains and losses

Unit: RMB Yuan

Item Closing balance Opening balance

Tradable financial assets 71,696,678.70

Derivative financial assets 71,696,678.70

Total 71,696,678.70

Other notes:

3. Derivative financial assets

□ Applicable √ Inapplicable

4. Notes receivable

(1) Notes receivable listed by category

Unit: RMB Yuan

Item Closing balance Opening balance

Bank acceptance bill 31,611,924.20 21,795,315.09

Letter of credit 101,533,594.19 92,009,162.34

Total 133,145,518.39 113,804,477.43

(2) Notes receivable pledged by the Company at the period-end

Unit: RMB Yuan

Item Amount at the period-end

135

2015 Annual Report of Lu Thai Textile Co., Ltd.

(3) Notes receivable which had endorsed by the Company or had discounted and had not due on the

balance sheet date at the period-end

Unit: RMB Yuan

Amount of recognition termination at the Amount of not terminated recognition at

Item

period-end the period-end

Bank acceptance bill 108,048,795.26

Total 108,048,795.26

(4) Notes transferred to accounts receivable because drawer of the notes fails to executed the contract or

agreement

Unit: RMB Yuan

Amount of the notes transferred to accounts receivable at the

Item

period-end

Other notes

5. Accounts receivable

(1) Accounts receivable disclosed by category

Unit: RMB Yuan

Closing balance Opening balance

Book balance Bad debt provision Book balance Bad debt provision

Category Withdra

Book

Proportio wal Proportio Withdrawal Book value

Amount Amount value Amount Amount

n proportio n proportion

n

Accounts receivable

withdrawn bad debt

276,788, 13,940,1 262,848,0 223,311 11,340,99 211,970,55

provision according 100.00% 5.04% 99.42% 5.08%

146.79 04.17 42.62 ,549.51 5.41 4.10

to credit risks

characteristics

Accounts receivable

with insignificant

single amount for 1,313,7 1,313,784

0.58% 100.00%

which bad debt 84.00 .00

provision separately

accrued

276,788, 13,940,1 262,848,0 224,625 12,654,77 211,970,55

Total 100.00% 5.04% 100.00% 5.63%

146.79 04.17 42.62 ,333.51 9.41 4.10

136

2015 Annual Report of Lu Thai Textile Co., Ltd.

Accounts receivable with significant single amount for which bad debt provision separately accrued at the period-end

□ Applicable √ Inapplicable

In the groups, accounts receivable adopting aging analysis method to accrue bad debt provision:

√Applicable □ Inapplicable

Unit: RMB Yuan

Closing balance

Aging

Accounts receivable Bad debt provision Withdrawal proportion

Subitem within 1 year

Within 1 year 275,553,534.73 13,777,676.74 5.00%

Subtotal within 1 year 275,553,534.73 13,777,676.74 5.00%

1 to 2 years 844,949.97 84,495.01 10.00%

2 to 3 years 389,662.09 77,932.42 20.00%

Total 276,788,146.79 13,940,104.17 5.04%

Notes of the basis of recognizing the group:

In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision

□ Applicable √ Inapplicable

In the groups, accounts receivable adopting other methods to accrue bad debt provision:

(2) Accounts receivable withdraw, reversed or collected during the reporting period

The withdrawal amount of the bad debt provision during the reporting period was of RMB2,753,411.98; the amount of the reversed

or collected part during the reporting period was of RMB0.00.

Of which the significant amount of the reversed or collected part during the reporting period:

Unit: RMB Yuan

Name of the units Reversed or collected amount Method

(3) The actual write-off accounts receivable

Unit: RMB Yuan

Item Amount

Actual write-off accounts receivable 1,468,087.22

Of which the significant actual write-off accounts receivable:

Unit: RMB Yuan

Whether occurred

Name of the units Nature Amount Reason Process from the related

transactions

Notes of the write-off the accounts receivable:

137

2015 Annual Report of Lu Thai Textile Co., Ltd.

(4) Top 5 of the closing balance of the accounts receivable colleted according to the arrears party

The total amount of the Company’s top 5 of the closing balance of the accounts receivable

colleted according to the arrears party was RMB104,309,822.47,37.69% of the total balance of

account receivable at period-end. The relevant total balance of bad debt provision was

RMB5,215,491.12.

(5) Account receivable which terminate the recognition owning to the transfer of the financial assets

(6) The amount of the assets and liabilities formed by the transfer and the continues involvement of

accounts receivable

Other notes:

6. Prepayment

(1) List by aging analysis:

Unit: RMB Yuan

Closing balance Opening balance

Aging

Amount Proportion Amount Proportion

Within 1 year 194,103,626.51 98.63% 172,016,638.95 98.37%

1 to 2 years 1,693,651.78 0.86% 1,937,764.69 1.11%

2 to 3 years 339,302.71 0.17% 1,752.14 0.00%

Over 3 years 673,323.13 0.34% 909,777.10 0.52%

Total 196,809,904.13 -- 174,865,932.88 --

Notes of the reasons of the prepayment ages over 1 year with significant amount but failed settled in time:

(2) Top 5 of the closing balance of the prepayment colleted according to the prepayment target

The total amount of top 5 of the closing balance of the prepayment collected according to the

prepayment target was RMB135,818,391.39, 69.01% of total balance of prepayment at

period-end.

Other notes:

7. Interest receivable

(1) Category of interest receivable

Unit: RMB Yuan

138

2015 Annual Report of Lu Thai Textile Co., Ltd.

Item Closing balance Opening balance

Fixed time deposit 653,075.08

Total 653,075.08

(2) Significant overdue interest

Whether occurred

Borrower Closing balance Overdue time Reason impairment and its

judgment basis

Other notes:

8. Dividend receivable

(1) Dividend receivable

Unit: RMB Yuan

Item (or investees) Closing balance Opening balance

(2) Significant dividend receivable aged over 1 year

Unit: RMB Yuan

Whether occurred

Item (or investees) Closing balance Aging Reason impairment and its

judgment basis

Other notes:

9. Other accounts receivable

(1) Other accounts receivable disclosed by category

Unit: RMB Yuan

Closing balance Opening balance

Book balance Bad debt provision Book balance Bad debt provision

Category Withdra

Book

Proportio wal Proportio Withdrawal Book value

Amount Amount value Amount Amount

n proportio n proportion

n

Other accounts

receivable withdrawn 80,678,2 9,856,83 70,821,40 71,349, 7,971,030 63,378,909.

100.00% 12.22% 100.00% 11.17%

bad debt provision 38.51 2.23 6.28 940.05 .77 28

according to credit

139

2015 Annual Report of Lu Thai Textile Co., Ltd.

risks characteristics

80,678,2 9,856,83 70,821,40 71,349, 7,971,030 63,378,909.

Total 100.00% 12.22% 100.00% 11.17%

38.51 2.23 6.28 940.05 .77 28

Other accounts receivable with significant single amount for which bad debt provision separately accrued at the period-end

□ Applicable √ Inapplicable

In the groups, other accounts receivable adopting aging analysis method to accrue bad debt provision:

√Applicable □ Inapplicable

Unit: RMB Yuan

Closing balance

Aging

Other accounts receivable Bad debt provision Withdrawal proportion

Subitem within 1 year

Within 1 year 46,747,015.73 2,337,350.79 5.00%

Subtotal within 1 year 46,747,015.73 2,337,350.79 5.00%

1 to 2 years 5,920,031.84 592,003.18 10.00%

2 to 3 years 14,758,790.28 2,951,758.06 20.00%

Over 3 years 13,252,400.66 3,975,720.20 30.00%

Total 80,678,238.51 9,856,832.23 12.22%

Notes of the basis of recognizing the group:

In the groups, other accounts receivable adopting balance percentage method to withdraw bad debt provision

□ Applicable √ Inapplicable

In the groups, other accounts receivable adopting other methods to accrue bad debt provision:

□ Applicable √ Inapplicable

(2) Accounts receivable withdraw, reversed or collected during the reporting period

The withdrawal amount of the bad debt provision during the reporting period was of RMB2,074,234.32; the amount of the reversed

or collected part during the reporting period was of RMB13,652.58.

Of which the significant amount of the reversed or collected part during the reporting period:

Unit: RMB Yuan

Name of units Reversed or collected amount Method

(3) The actual write-off other accounts receivable

Unit: RMB Yuan

Item Amount

Actual write-off other accounts receivable 202,085.44

Of which the significant write-off other accounts receivable:

Unit: RMB Yuan

140

2015 Annual Report of Lu Thai Textile Co., Ltd.

Whether occurred

Name of units Nature Amount Reason Process from the related

transactions

Notes of write-off other accounts receivable:

(4) Other accounts receivable classified by the nature of accounts

Unit: RMB Yuan

Nature Closing book balance Opening book balance

Export taxes refund 23,876,307.85 11,213,575.08

Advance payment 33,467,444.93 37,058,192.64

Pledge and guarantee 6,956,093.54 8,062,219.86

Lending and deposit 3,811,593.38 4,777,623.60

Other 12,566,798.81 10,238,328.87

Total 80,678,238.51 71,349,940.05

(5) Top 5 of the closing balance of the other accounts receivable colleted according to the arrears party

Unit: RMB Yuan

Proportion of the

total year end Closing balance of

Name of units Nature Closing balance Aging balance of the bad debt provision

accounts receivable

(%)

Export taxes refund

Export taxes refund 21,210,622.25 Within 1 year 26.29% 1,060,531.11

receivable

Advance money

Within 1 year, 1-2

receivable of the Advance money 16,274,560.21 20.17% 2,665,280.34

years, 2-3 years

fundraising houses

Advance money

Advance money for

receivable for the

the social security

social security

undertake by the 6,158,992.57 Within 1 year 7.63% 307,949.63

undertake by the

individual of the

individual of the

employee

employee

Deposits for wages Deposits for wages

paid to migrant paid to migrant

2,955,620.10 Over 3 years 3.66% 886,686.03

workers of Zichuan workers of

District, Zibo infrastructure works

Finance Bureau of Export tax refunds of 2,665,685.60 Over 3 years 3.30% 799,705.68

141

2015 Annual Report of Lu Thai Textile Co., Ltd.

Zichuan District, the local government

Zibo

Total -- 49,265,480.73 -- 61.06% 5,720,152.79

(6) Accounts receivable involved with government subsidies

Unit: RMB Yuan

Project of government Estimated received time,

Name of units Closing balance Closing age

subsidies amount and basis

(7) Other account receivable which terminate the recognition owning to the transfer of the financial assets

(8) The amount of the assets and liabilities formed by the transfer and the continues involvement of other

accounts receivable

Other notes:

10. Inventory

(1) Category of inventory

Unit: RMB Yuan

Closing balance Opening balance

Item Falling price Falling price

Book balance Book value Book balance Book value

reserves reserves

Raw materials 608,670,473.36 1,635,229.99 607,035,243.37 661,246,109.89 1,635,229.99 659,610,879.90

Products in

445,688,953.21 445,688,953.21 478,624,419.09 478,624,419.09

process

Inventory goods 714,280,833.84 43,608,998.71 670,671,835.13 636,626,434.14 40,267,108.49 596,359,325.65

Consumptive

869,404.33 392,309.29 477,095.04

biological assets

Assigned

processing 20,090,846.49 20,090,846.49 17,975,757.57 17,975,757.57

products

Total 1,789,600,511.23 45,636,537.99 1,743,963,973.24 1,794,472,720.69 41,902,338.48 1,752,570,382.21

(2) Falling price reserves of inventory

Unit: RMB Yuan

Item Opening balance Increased amount Decreased amount Closing balance

142

2015 Annual Report of Lu Thai Textile Co., Ltd.

Reverse or

Withdrawal Other Other

write-off

Raw materials 1,635,229.99 1,635,229.99

Inventory goods 40,267,108.49 19,510,485.31 16,168,595.09 43,608,998.71

Consumptive

392,309.29 392,309.29

biological assets

Total 41,902,338.48 19,902,794.60 16,168,595.09 45,636,537.99

Item Specific basis of withdrawal of Reasons for reversal Reasons for write-off

falling price reserves of

inventory

The lower one between cost of

Raw materials each item of inventory and its

realizable net value.

The lower one between cost of Sale in this year

Inventory goods each item of inventory and its

realizable net value.

Consumptive biological The lower one between cost of

assets each item of inventory and its

realizable net value.

Notes: due to the quality problem in the garment accessories of partial raw materials, raw yarn and dyed yarn of

finished goods and long age of partial shirts and fabric at the year-end as well as the falling market price of the

consumptive biological assets-Hu-sheep, the costs of inventories became higher than the realizable net value, and

the Company withdrew the provision for falling price of inventories according to their balance.

(3) Notes of the closing balance of the inventory which includes capitalized borrowing expenses

(4) Completed unsettled assets formed from the construction contact at the period-end

Unit: RMB Yuan

Item Amount

Other notes:

11. Assets divided as held-to-sold

Unit: RMB Yuan

Estimated disposal

Item Closing book value Fair value Estimated disposal time

expense

Other notes:

143

2015 Annual Report of Lu Thai Textile Co., Ltd.

12. Non-current assets due within 1 year

Unit: RMB Yuan

Item Closing balance Opening balance

Other notes:

13. Other current assets

Unit: RMB Yuan

Item Closing balance Opening balance

Prepaid income tax to be deducted 3,108,886.97 3,658,894.10

VAT input tax to be deducted 16,640,924.10 1,508,430.88

Buy-back amount of B Share 20,634,142.65

Payment of the shares 17,007,362.62

Total 57,391,316.34 5,167,324.98

Other notes:

14. Available-for-sale financial assets

(1) List of available-for-sale financial assets

Unit: RMB Yuan

Closing balance Opening balance

Item Depreciation Depreciation

Book balance Book value Book balance Book value

reserves reserves

Available-for-sale equity

67,442,600.00 67,442,600.00 67,442,600.00 67,442,600.00

instruments

Measured by cost 67,442,600.00 67,442,600.00 67,442,600.00 67,442,600.00

Total 67,442,600.00 67,442,600.00 67,442,600.00 67,442,600.00

(2) Available-for-sale financial assets measured by fair value at the period-end

Unit: RMB Yuan

Available-for-sale equity Available-for-sale debt

Category Total

instruments instruments

(3) Available-for-sale financial assets measured by cost at the period-end

Unit: RMB Yuan

Investee Book balance Impairment provision Shareholdi Cash

144

2015 Annual Report of Lu Thai Textile Co., Ltd.

ng bonus of

Period-beg Period-beg proportion the

Increase Decrease Period-end Increase Decrease Period-end

in in among the reporting

investees period

Zibo

Chengshu

n Heating

Co., Ltd.

(hereinafte

160,000.00 160,000.00 2.00%

r refer to

as

“Chengshu

n

Heating” )

Yantai

Rongchan

g

Pharmacy

Co., Ltd.

(hereinafte 55,282,600 55,282,600

5.56%

r refer to .00 .00

as

“Rongcha

ng

Pharmacy”

)

Gaoqing

Hongqiao

Power Co., 12,000,000 12,000,000

20.68%

Ltd. .00 .00

(Hongqiao

Power)

67,442,600 67,442,600

Total --

.00 .00

(4) Changes of the impairment of the available-for-sale financial assets during the reporting period

Unit: RMB Yuan

Available-for-sale equity Available-for-sale debt

Category Total

instruments instruments

(5) Relevant notes of the fair value of the available-for-sale equity instruments which seriously fell or

temporarily fell but not withdrawn the impairment provision

Unit: RMB Yuan

145

2015 Annual Report of Lu Thai Textile Co., Ltd.

Item of

Falling range of Withdrawn Reason of not

available-for-sale Fair value of the Continued falling

Investment cost the fair value amount of withdrawn the

equity period-end time (month)

against the cost impairment impairment

instruments

Other notes

15. Investment held-to-maturity

(1) List of investment held-to-maturity

Unit: RMB Yuan

Closing balance Opening balance

Item Impairment Impairment

Book balance Book value Book balance Book value

provision provision

(2) Significant held-to-maturity investment at the period-end

Unit: RMB Yuan

Bond item Par value Nominal interest rate Actual interest rate Due date

(3) Re-classified held-to-maturity investment during the reporting period

Other notes

16. Long-term accounts receivable

(1) List of long-term accounts receivable

Unit: RMB Yuan

Closing balance Opening balance

Discount rate

Item Bad debt Bad debt

Book balance Book value Book balance Book value range

provision provision

Financing lease

4,980,998.00 4,980,998.00 6,980,998.00 6,980,998.00 10.54%

receivables

Of which:

unrealized 332,959.49 332,959.49 901,978.43 901,978.43

financing income

Total 4,980,998.00 4,980,998.00 6,980,998.00 6,980,998.00 --

146

2015 Annual Report of Lu Thai Textile Co., Ltd.

(2) Long-term accounts receivable which terminate the recognition owning to the transfer of the financial

assets

(3) The amount of the assets and liabilities formed by the transfer and the continues involvement of

long-term accounts receivable

Other notes

17. Long-term equity investment

Unit: RMB Yuan

Increase/decrease

Closing

Gains and Adjustme

Cash Withdraw balance

Additiona losses nt of

Opening Reduced Changes bonus or al of Closing of

Investees l recognize other

balance investmen of other profits impairme Other balance impairme

investmen d under comprehe

t equity announce nt nt

t the equity nsive

d to issue provision provision

method income

I. Joint ventures

II. Associated enterprises

Other notes

18. Investment property

(1) Investment property adopted the cost measurement mode

□ Applicable √ Inapplicable

(2) Investment property adopted fair value measurement mode

□ Applicable √ Inapplicable

(3) Details of investment property failed to accomplish certification of property

Unit: RMB Yuan

Item Book value Reason

Other notes

19. Fixed assets

(1) List of fixed assets

Unit: RMB Yuan

147

2015 Annual Report of Lu Thai Textile Co., Ltd.

Houses and Machinery Transportation Electronic and

Item Total

buildings equipment equipment other equipment

I. Original book

value

1. Opening

2,550,640,277.33 5,419,397,227.53 68,406,645.05 103,129,923.73 8,141,574,073.64

balance

2. Increased

132,808,121.89 190,710,235.54 4,953,453.89 13,952,564.78 342,424,376.10

amount of the period

(1) Outsourcing 4,937,244.26 139,064,886.17 4,953,453.89 9,938,314.17 158,893,898.49

(2) Transfer of

inventory\fixed

127,870,877.63 51,645,349.37 4,014,250.61 183,530,477.61

assets\project under

construction

(3) Increased

from enterprise

merger

3. Decreased

5,101,698.96 19,627,926.98 1,348,978.83 5,207,212.22 31,285,816.99

amount of the period

(1) Disposal or

5,101,698.96 19,627,926.98 1,348,978.83 5,207,212.22 31,285,816.99

Scrap

4. Closing

2,678,346,700.26 5,590,479,536.09 72,011,120.11 111,875,276.29 8,452,712,632.75

balance

II. Accumulative

depreciation

1.Opening

664,880,219.81 2,404,560,228.35 47,741,021.91 66,140,558.20 3,183,322,028.27

balance

2. Increased

79,609,991.66 253,672,043.58 5,502,153.37 16,911,882.45 355,696,071.06

amount of the period

(1) Withdrawal 79,609,991.66 253,672,043.58 5,502,153.37 16,911,882.45 355,696,071.06

3. Decreased

1,446,473.45 14,768,667.79 1,233,406.57 3,915,041.78 21,363,589.59

amount of the period

(1) Disposal or scrap 1,446,473.45 14,768,667.79 1,233,406.57 3,915,041.78 21,363,589.59

4. Closing

743,043,738.02 2,643,463,604.14 52,009,768.71 79,137,398.87 3,517,654,509.74

balance

148

2015 Annual Report of Lu Thai Textile Co., Ltd.

III. Depreciation

reserves

1.Opening

4,823,890.00 22,457,499.57 53,835.13 68,764.63 27,403,989.33

balance

2. Increased

2,566,270.02 734.82 2,567,004.84

amount of the period

(1) Withdrawal 2,566,270.02 734.82 2,567,004.84

3. Decreased

2,488,341.00 2,488,341.00

amount of the period

(1) Disposal or scrap 2,488,341.00 2,488,341.00

4. Closing balance 4,823,890.00 22,535,428.59 53,835.13 69,499.45 27,482,653.17

IV. Book value

1. Closing book

1,930,479,072.24 2,924,480,503.36 19,947,516.27 32,668,377.97 4,907,575,469.84

value

2. Opening

1,880,936,167.52 2,992,379,499.61 20,611,788.01 36,920,600.90 4,930,848,056.04

book value

(2) List of temporarily idle fixed assets

Unit: RMB Yuan

Accumulative Impairment

Item Original book value Book value Notes

depreciation provision

(3) Fixed assets leased in from financing lease

Unit: RMB Yuan

Accumulative

Item Original book value Impairment provision Book value

depreciation

(4) Fixed assets leased out from operation lease

Unit: RMB Yuan

Item Closing book value

Houses and buildings 21,595,758.86

(5) Details of fixed assets failed to accomplish certification of property

Unit: RMB Yuan

149

2015 Annual Report of Lu Thai Textile Co., Ltd.

Item Book value Reason

Ongoing inspection, surveying,

Weaving and yarn dying workshop 113,009,638.24 verification to application procedures by

Housing authorities

Employee’s dormitory building of eastern

46,852,406.82 Same with above

area of industrial park

Spinning Fourth factory workshop 71,475,577.92 Same with above

Employee’s dormitory building of western

122,412,964.85 Same with above

area of industrial park

Lufeng weaving dye workshop 139,589,989.72 Same with above

Other notes

20. Construction in progress

(1) List of construction in progress

Unit: RMB Yuan

Closing balance Opening balance

Item Impairment Impairment

Book balance Book value Book balance Book value

provision provision

Complex building

and employee’s

dormitory

849,549.02 849,549.02 12,939,182.17 12,939,182.17

building in

western area of

Lu Thai

A new

230,000-spindle

production line

project and a new

35,000-ingot 4,337,162.70 4,337,162.70 4,850,066.53 4,850,066.53

two-for-one

twisting

production line

project

East sample

17,204,613.50 17,204,613.50

factory

Factory project of

1,153,723.06 1,153,723.06 423,132.50 423,132.50

Xinjiang Lu Thai

Reform project of

30,335,215.53 30,335,215.53 22,032,798.42 22,032,798.42

Xinsheng

150

2015 Annual Report of Lu Thai Textile Co., Ltd.

Thermal Power

Energy

conservation 9,445,960.77 9,445,960.77 10,301,098.08 10,301,098.08

project of Helijie

Lu Thai

(Cambodia) 3,202,357.80 3,202,357.80 12,450,194.68 12,450,194.68

garment project

Lu Thai (Burma)

27,134,693.98 27,134,693.98

project

Lu Thai

86,589,660.94 86,589,660.94

(Vietnam) project

Other small

42,045,705.70 42,045,705.70 43,384,140.92 43,384,140.92

projects

Total 205,094,029.50 205,094,029.50 123,585,226.80 123,585,226.80

(2) Changes of significant construction in progress

Unit: RMB Yuan

Of

Amount Proporti which:

Accumul

that on the Capitaliz

Other ative

Increase transferr estimate amount ation rate

Estimate decrease amount

Name o f Opening d amount ed to Closing d of the Project of the of the Capital

d d amount of

item balance of the fixed balance project progress capitaliz interests resources

number of the capitaliz

period assets of accumul ed of the

period ed

the ative interests period

interests

period input of the

period

Complex

building

and

employe

e’s

dormitor 106,500, 12,939,1 9,779,53 21,869,1 849,549.

99.50% 99.50% Other

y 000.00 82.17 1.31 64.46 02

building

in

western

area of

Lu Thai

A new 928,660, 4,850,06 4,781,92 5,294,83 4,337,16 34.30% 34.30% Other

151

2015 Annual Report of Lu Thai Textile Co., Ltd.

230,000- 000.00 6.53 6.85 0.68 2.70

spindle

producti

on line

project

and a

new

35,000-i

ngot

two-for-

one

twisting

producti

on line

project

East

30,000,0 17,204,6 27,833,8 45,038,4

sample 100.00% 100% Other

00.00 13.50 25.22 38.72

factory

Factory

project

15,000,0 423,132. 12,691,5 11,960,9 1,153,72

of 87.00% 87% Other

00.00 50 87.16 96.60 3.06

Xinjiang

Lu Thai

Reform

project

of

50,300,0 22,032,7 25,481,2 17,178,8 30,335,2

Xinshen 94.00% 94% Other

00.00 98.42 85.53 68.42 15.53

g

Thermal

Power

Energy

conserva

tion 28,880,0 10,301,0 11,197,1 12,052,2 9,445,96

84.00% 84% Other

project 00.00 98.08 36.85 74.16 0.77

of

Helijie

Lu Thai

(Cambod

123,056, 12,450,1 37,813,6 47,061,4 3,202,35

ia) 70.00% 70% Other

000.00 94.68 20.02 56.90 7.80

garment

project

Lu Thai 61,136,0 32,142,2 5,007,60 27,134,6 49.50% 49.50% Other

152

2015 Annual Report of Lu Thai Textile Co., Ltd.

(Burma) 00.00 99.47 5.49 93.98

project

Lu Thai

242,282, 86,589,6 86,589,6

(Vietnam 14.00% 14% Other

300.00 60.94 60.94

) project

Other

43,384,1 16,728,4 18,066,8 42,045,7

small Other

40.92 06.96 42.18 05.70

projects

1,585,81 123,585, 265,039, 183,530, 205,094,

Total -- -- --

4,300.00 226.80 280.31 477.61 029.50

(3) List of the withdrawal of the impairment provision of the construction in progress

Unit: RMB Yuan

Item Amount Reason

Other notes

21. Engineering material

Unit: RMB Yuan

Item Closing balance Opening balance

Specific materials 187,384.85 587,256.00

Specific equipments 6,132,398.32 19,298,509.41

Total 6,319,783.17 19,885,765.41

Notes:

22. Liquidation of fixed assets

Unit: RMB Yuan

Item Closing balance Opening balance

Notes:

23. Productive biological assets

(1) Productive biological assets adopted cost measurement mode

√ Applicable □ Inapplicable

Unit: RMB Yuan

Item Planting industry Livestock Forestry Aquaculture Total

Hu sheep

153

2015 Annual Report of Lu Thai Textile Co., Ltd.

I. Original book

value

1. Opening

1,310,500.00 1,310,500.00

balance

2. Increased

amount of the 284,971.02 284,971.02

period

(1)

24,000.00 24,000.00

Outsourcing

(2) Self

260,971.02 260,971.02

cultivate

3. Decreased

amount of the 196,600.00 196,600.00

period

(1) Disposal 190,500.00 190,500.00

(2) Other 6,100.00 6,100.00

4. Closing

1,398,871.02 1,398,871.02

balance

II. Accumulative

depreciation

1. Opening

balance

2. Increased

amount of the 249,624.84 249,624.84

period

(1)

249,624.84 249,624.84

Withdrawal

3. Decreased

amount of the 27,867.71 27,867.71

period

(1) Disposal 26,871.83 26,871.83

(2) Other 995.88 995.88

4. Closing

221,757.13 221,757.13

balance

154

2015 Annual Report of Lu Thai Textile Co., Ltd.

III. Depreciation

reserves

1. Opening

balance

2. Increased

amount of the

period

(1)

Withdrawal

3. Decreased

amount of the

period

(1) Disposal

(2) Other

4. Closing

balance

IV. Book value

1. Closing

1,177,113.89 1,177,113.89

book value

2. Opening

1,310,500.00 1,310,500.00

book value

(2) Productive biological assets adopted fair value measurement mode

□ Applicable √ Inapplicable

24. Oil and gas assets

□ Applicable √ Inapplicable

25. Intangible assets

(1) List of intangible assets

Unit: RMB Yuan

Item Land use right Patent right Non-patent right Total

I. Original book

value

155

2015 Annual Report of Lu Thai Textile Co., Ltd.

1. Opening

445,235,221.44 1,985,176.47 180,000.00 447,400,397.91

balance

2. Increased

1,568,182.20 300,000.00 1,868,182.20

amount of the period

(1) Purchase 1,568,182.20 300,000.00 1,868,182.20

(2) Internal

R&D

(3) Enterprise

combination increase

3. Decreased

amount of the period

(1) Disposal

4. Closing

446,803,403.64 1,985,176.47 480,000.00 449,268,580.11

balance

II. Accumulated

amortization

1. Opening

72,632,893.20 827,157.00 180,000.00 73,640,050.20

balance

2. Increased

12,014,025.60 198,517.68 30,000.00 12,242,543.28

amount of the period

(1)

12,014,025.60 198,517.68 30,000.00 12,242,543.28

Withdrawal

3. Decreased

amount of the period

(1) Disposal

4. Closing

84,646,918.80 1,025,674.68 210,000.00 85,882,593.48

balance

III. Depreciation

reserves

1. Opening

balance

2. Increased

amount of the period

(1)

156

2015 Annual Report of Lu Thai Textile Co., Ltd.

Withdrawal

3. Decreased

amount of the period

(1) Disposal

4. Closing

balance

IV. Book value

1. Closing book

362,156,484.84 959,501.79 270,000.00 363,385,986.63

value

2. Opening

372,602,328.24 1,158,019.47 373,760,347.71

book value

The proportion the intangible assets formed from the internal R&D through the Company amount the balance of the intangible assets

at the period-end.

(2) Details of fixed assets failed to accomplish certification of land use right

Unit: RMB Yuan

Item Book value Reason

Notes:

26. R&D expenses

Unit: RMB Yuan

Increase Decrease

Transfer into

Opening Internal Recognized Closing

Item current

balance development Other as intangible balance

profits or

expenses assets

losses

Product 294,178,756. 294,178,756.

research 29 29

294,178,756. 294,178,756.

Total

29 29

Other notes:

157

2015 Annual Report of Lu Thai Textile Co., Ltd.

27. Goodwill

(1) Original book value of goodwill

Unit: RMB Yuan

Name of the

investees or the

Opening balance Increase Decrease Closing balance

events formed

goodwill

Xinsheng Power 20,563,803.29 20,563,803.29

Helijie 50,000.00 50,000.00

Total 20,613,803.29 20,613,803.29

(2) Impairment provision of goodwill

Unit: RMB Yuan

Name of the

investees or the

Opening balance Increase Decrease Closing balance

events formed

goodwill

Notes of the testing process of goodwill impairment, parameters and the recognition method of goodwill impairment losses:

Other notes:

28. Long-term unamortized expenses

Unit: RMB Yuan

Amortization

Item Opening balance Increased amount Decrease Closing balance

amount

Land contracting fee

28,319,033.27 360,000.00 1,039,650.23 27,639,383.04

of Xinjiang Luthai

Land rent of

58,481,467.88 996,705.67 57,484,762.21

overseas subsidiaries

Total 28,319,033.27 58,841,467.88 2,036,355.90 85,124,145.25

Other notes:

29. Deferred income tax assets/deferred income tax liabilities

(1) Deferred income tax assets had not been off-set

Unit: RMB Yuan

Item Closing balance Opening balance

158

2015 Annual Report of Lu Thai Textile Co., Ltd.

Deductible temporary Deferred income tax Deductible temporary Deferred income tax

difference assets difference assets

Assets impairment

88,791,730.93 14,770,956.88 80,747,882.90 13,938,629.38

provision

Unrealized internal sales

62,610,524.74 8,953,164.62 54,548,472.47 7,895,874.08

gain and loss

One-time listed

1,924,508.40 288,676.26

decoration expenses

Payroll payable 113,279,841.30 17,414,870.28 114,961,700.46 17,941,934.30

Deferred income 93,945,118.42 13,979,718.50 63,445,242.97 9,402,402.82

Change of fair value of

trading financial 46,695,875.00 7,004,381.25 3,306,200.00 495,930.00

liabilities

Total 405,323,090.39 62,123,091.53 318,934,007.20 49,963,446.84

(2) Deferred income tax liabilities had not been off-set

Unit: RMB Yuan

Closing balance Opening balance

Item Deductible temporary Deferred income tax Deductible temporary Deferred income tax

difference liabilities difference liabilities

Depreciation of fixed

13,289,056.67 2,192,694.35 12,513,412.24 2,064,713.02

assets

Total 13,289,056.67 2,192,694.35 12,513,412.24 2,064,713.02

(3) Deferred income tax assets or liabilities listed by net amount after off-set

Unit: RMB Yuan

Mutual set-off amount of Amount of deferred Mutual set-off amount of Amount of deferred

deferred income tax income tax assets or deferred income tax income tax assets or

Item

assets and liabilities at liabilities after off-set at assets and liabilities at liabilities after off-set at

the period-end the period-end the period-begin the period-begin

Deferred income tax

62,123,091.53 49,963,446.84

assets

Deferred income tax

2,192,694.35 2,064,713.02

liabilities

(4) List of unrecognized deferred income tax assets

Unit: RMB Yuan

159

2015 Annual Report of Lu Thai Textile Co., Ltd.

Item Closing balance Opening balance

Deductible temporary difference 8,124,396.63 9,184,255.09

Deductible losses 134,950,376.05 86,677,173.05

Total 143,074,772.68 95,861,428.14

(5) Deductible losses of unrecognized deferred income tax assets will due the following years

Unit: RMB Yuan

Years Closing amount Opening amount Notes

Y 2016 9,542,681.08 9,735,028.99

Y 2017 20,826,906.25 22,207,758.19

Y 2018 23,670,032.23 27,926,362.05

Y 2019 23,798,042.42 26,808,023.82

Y 2020 57,112,714.07

Total 134,950,376.05 86,677,173.05 --

Notes:

30. Other non-current assets

Unit: RMB Yuan

Item Closing balance Opening balance

Prepayment for equipment 21,721,084.27

Prepayment for land 12,781,283.00 16,910,237.34

Total 34,502,367.27 16,910,237.34

Notes:

31. Short-term loans

(1) Category of short-term loans

Unit: RMB Yuan

Item Closing balance Opening balance

Pledge loan 28,266,701.32 70,000,000.00

Mortgage loan 180,000,000.00 288,230,000.00

Guaranteed loan 50,000,000.00

Credit loan 544,499,617.58 159,222,946.24

Total 802,766,318.90 517,452,946.24

Notes of short-term loans category

160

2015 Annual Report of Lu Thai Textile Co., Ltd.

(2) List of the short-term loans overdue but not return

The total amount of the overdue but not return short-term borrowings at the period-end was of RMB0, of which the situation of the

significant overdue but not return short-term borrowings as follows:

Unit: RMB Yuan

Entity Closing balance Borrowing rate Overdue time Overdue rate

Notes:

32. Financial liabilities measured by fair value and the changes included in the current gains and losses

Unit: RMB Yuan

Item Closing balance Opening balance

Transaction financial liabilities 46,695,875.00 3,306,200.00

Derivative financial liabilities 46,695,875.00 3,306,200.00

Total 46,695,875.00 3,306,200.00

Notes:

33. Derivative financial liabilities

√ Applicable □ Inapplicable

Unit: RMB Yuan

Item Closing balance Opening balance

Notes:

34. Notes payable

Unit: RMB Yuan

Category Closing balance Opening balance

Trade acceptance 2,709,149.48 7,421,979.09

Bank acceptance bill 400,000.00

Total 3,109,149.48 7,421,979.09

The total amount of the due but not pay notes payable at the period-end was of RMB0.

35. Accounts payable

(1) List of accounts payable

Unit: RMB Yuan

Item Closing balance Opening balance

Purchase of goods 163,649,100.70 257,834,663.07

161

2015 Annual Report of Lu Thai Textile Co., Ltd.

Engineering equipments 79,077,530.07 80,701,856.84

Other 5,843,774.80 5,545,719.25

Total 248,570,405.57 344,082,239.16

(2) Notes of the accounts payable aging over one year

Unit: RMB Yuan

Item Closing balance Unpaid/ Un-carry-over reason

Notes:

36. Advance from customers

(1) List of advance from customers

Unit: RMB Yuan

Item Closing balance Opening balance

Advance from goods 95,077,531.32 82,176,191.45

Total 95,077,531.32 82,176,191.45

(2) Significant advance from customers aging over one year

Unit: RMB Yuan

Item Closing balance Unpaid/ Un-carry-over reason

(3) Particulars of settled but unfinished projects formed by construction contract at period-end.

Unit: RMB Yuan

Item Amount

Notes:

37. Payroll payable

(1) List of Payroll payable

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

I. Short-term salary 261,086,385.47 1,362,127,680.97 1,332,434,718.81 290,779,347.63

II. Post-employment benefit-defined

452,821.46 192,341,685.52 192,310,254.99 484,251.99

contribution plans

III. Termination benefits 329,371.85 329,371.85

162

2015 Annual Report of Lu Thai Textile Co., Ltd.

Total 261,539,206.93 1,554,798,738.34 1,525,074,345.65 291,263,599.62

(2) List of Short-term salary

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

1. Salary, bonus, allowance, subsidy 230,521,560.35 1,189,713,669.56 1,167,211,132.07 253,024,097.84

2. Employee welfare 53,661,132.50 53,661,132.50

3. Social insurance 155,792.81 72,469,232.04 72,370,229.29 254,795.56

Including: 1. Medical insurance premiums 90,003.82 61,466,299.87 61,328,922.99 227,380.70

Work-related injury insurance 19,076.12 6,374,396.68 6,381,077.87 12,394.93

Maternity insurance 46,712.87 4,628,535.49 4,660,228.43 15,019.93

4. Housing fund 29,662.62 20,957,062.65 20,964,264.95 22,460.32

5. Labor union budget and employee education

30,379,369.69 25,326,584.22 18,227,960.00 37,477,993.91

budget

Total 261,086,385.47 1,362,127,680.97 1,332,434,718.81 290,779,347.63

(3) List of drawing scheme

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

Basic pension benefits 351,444.86 182,394,227.58 182,287,023.75 458,648.69

Unemployment insurance 101,376.60 9,947,457.94 10,023,231.24 25,603.30

Total 452,821.46 192,341,685.52 192,310,254.99 484,251.99

Notes:

The Company, in line with the requirement, participate the endowment insurance, unemployment

insurance scheme and so on, according to the scheme, the Company monthly pay to the scheme in

line with 27% and 1.5% of the endowment insurance base, except the monthly payment, the

Company no longer shoulder the further payment obligation, the relevant expense occurred was

recorded into current profits and losses or related assets costs.

38. Taxes payable

Unit: RMB Yuan

Item Closing balance Opening balance

VAT 8,095,634.56 6,300,150.34

Business tax 346,838.39 437,293.48

163

2015 Annual Report of Lu Thai Textile Co., Ltd.

Corporate income tax 54,874,320.89 47,179,155.84

Personal income tax 677,155.21 1,327,131.46

Urban maintenance and construction tax 3,706,913.14 5,117,786.89

Stamp tax 452,140.04 383,843.12

Property tax 4,554,321.87 4,256,461.03

Land use tax 4,592,696.80 4,556,076.61

Education Surcharge 1,668,460.01 2,254,623.77

Local education surtax 1,112,306.69 1,503,725.02

Local water conservancy facility

534,220.54 736,158.41

construction fund

Total 80,615,008.14 74,052,405.97

Notes:

39. Interest payable

Unit: RMB Yuan

Item Closing balance Opening balance

Interest payable on short-term borrowings and long term borrowings 1,851,876.78 511,373.44

Total 1,851,876.78 511,373.44

Particulars of significant overdue unpaid interest:

Unit: RMB Yuan

Entity Overdue amount Overdue reason

Notes:

40. Dividends payable

Unit: RMB Yuan

Item Closing balance Opening balance

Common stock dividends of the Group 441,113.64 441,456.54

Total 441,113.64 441,456.54

Note: Including significant unpaid dividends payable over one year, the unpaid reason shall be disclosed:

41. Other accounts payable

(1) Other accounts payable listed by nature of the account

Unit: RMB Yuan

Item Closing balance Opening balance

164

2015 Annual Report of Lu Thai Textile Co., Ltd.

The deposit and guarantee 19,946,789.66 18,533,942.00

Collecting payment on behalf of others 16,801,587.86 11,481,319.14

Intercourse funds 2,941,300.16 10,383,779.31

Other 22,825,136.85 17,676,832.73

Total 62,514,814.53 58,075,873.18

(2) Other significant accounts payable with aging over one year

Unit: RMB Yuan

Item Closing balance Unpaid/ Un-carry-over reason

Cotton and Linen Company 11,925,000.00 Received deposit of sale contract

Total 11,925,000.00 --

Other notes

42. Liabilities classified as holding for sale

43. Non-current liabilities due within 1 year

Unit: RMB Yuan

Item Closing balance Opening balance

Long-term loans due within 1 year 100,733,898.72

Total 100,733,898.72

Notes:

44. Other current-liabilities

45. Long-term loan

(1) Category of long-term loan

Unit: RMB Yuan

Item Closing balance Opening balance

Pledge loan 0.00 0.00

Mortgage loan 0.00 0.00

Guaranteed loan 0.00 0.00

Credit loan 0.00 110,638,544.31

Less: long-term loans due within 1 year 0.00 -100,733,898.72

Total 0 9,904,645.59

165

2015 Annual Report of Lu Thai Textile Co., Ltd.

46. Bonds payable

47. Long-term payable

(1) Long-term payable listed by nature of the account

Unit: RMB Yuan

Item Closing balance Opening balance

Power bonds payable 220,000.00

48. Long term payroll payable

(1) List of long term payroll payable

Unit: RMB Yuan

Item Closing balance Opening balance

III. Other long term welfare 81,499,403.98 80,360,457.97

Total 81,499,403.98 80,360,457.97

(2) Changes of defined benefit plans

49. Special payable

50. Accrued liabilities

51. Deferred income

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance Formation reasons

Government subsidies 66,155,242.97 31,919,400.00 2,272,524.55 95,802,118.42 Government subsidies

Unrealized financing incomes 901,978.43 569,018.94 332,959.49 Finance lease

Total 67,057,221.40 31,919,400.00 2,841,543.49 96,135,077.91 --

Items involved in government subsidies:

Unit: RMB Yuan

Amount of Amount accrued in Other Related to the assets/

Item Opening balance Closing balance

newly subsidy non-business income changes income

Land 63,445,242.97 1,393,157.88 62,052,085.09 Related to the assets

Equipment 1,620,000.00 31,919,400.00 746,366.67 32,793,033.33 Related to the assets

Production

1,090,000.00 133,000.00 957,000.00 Related to the assets

biological assets

166

2015 Annual Report of Lu Thai Textile Co., Ltd.

Total 66,155,242.97 31,919,400.00 2,272,524.55 95,802,118.42 --

52. Other non-current liabilities

Unit: RMB Yuan

Item Closing balance Opening balance

Other 1,840,000.00 1,840,000.00

Total 1,840,000.00 1,840,000.00

53. Share capital

Unit: RMB Yuan

Increase/decrease (+/-)

Opening Capitalization Closing

Newly issue

balance Bonus shares of public Other Subtotal balance

share

reserves

The sum of

955,758,496.00 955,758,496.00

shares

Notes: The share capital of the Company was reviewed and examined by Ruihua Certificated Public Accountants which the Capital

Verification Report Ruihua YZ [2014] No. 37040004.

54. Other equity instruments

(1) Basic information of preferred stock, perpetual capital securities and other financial instruments

outstanding issued at period-begin

(2) Change list of preferred stock, perpetual capital securities and other financial instruments outstanding

issued at period-begin

Unit: RMB Yuan

Financial Opening period Increase Decrease Closing period

instruments

outstanding Amount Book value Amount Book value Amount Book value Amount Book value

issued

Changes, reason of change and basis of relevant accounting treatment of other equity instruments in reporting period:

Notes:

55. Capital reserves

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

167

2015 Annual Report of Lu Thai Textile Co., Ltd.

Capital premium 948,167,616.39 948,167,616.39

Other capital reserves 58,871,944.74 106,605.84 58,978,550.58

Total 1,007,039,561.13 106,605.84 1,007,146,166.97

Other notes, including changes and reason of change:

Other capital reserve increase RMB106,605.84, mainly was the recovery of bonus of original

restricted share incentive personnel who left the office

56. Treasury stock

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

The Company’s shared

acquired due to the

11,610,721.68 11,610,721.68

reduce of registered

capital

Total 11,610,721.68 11,610,721.68

Other notes, including changes and reason of change:

57. Other comprehensive income

Unit: RMB Yuan

Reporting period

Less: Amount

transferred

into profit and

loss in the

Amount After-tax After-tax

Opening current period Less: Closing

Item incurred attribute to attribute to

balance that income tax balance

before the parent minority

recognized expense

income tax company shareholder

into other

comprehensive

income in

prior period

II. Other comprehensive reclassified 25,530,950. 25,530,950. 17,090,77

-8,440,178.37

into profits or losses 68 68 2.31

Converted difference of the 25,530,950. 25,530,950. 17,090,77

-8,440,178.37

foreign currency financial statement 68 68 2.31

25,530,950. 25,530,950. 17,090,77

total -8,440,178.37

68 68 2.31

Other notes, including the adjustment of the recognition of initial amount of effective part of the cash flow hedging gains and losses

transfer into arbitraged items:

168

2015 Annual Report of Lu Thai Textile Co., Ltd.

58. Special reserves

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

Other notes, including changes and reason of change:

59. Surplus reserves

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

Statutory surplus

739,006,259.89 73,300,671.81 812,306,931.70

reserves

Discretional surplus

3,341,572.58 3,341,572.58

reserves

Total 742,347,832.47 73,300,671.81 815,648,504.28

Other note, including changes and reason of change

60. Retained profits

Unit: RMB Yuan

Item Reporting period Last period

Opening balance of retained profits before

3,892,066,534.32 3,379,354,741.18

adjustments

Opening balance of retained profits after

3,892,066,534.32 3,379,354,741.18

adjustments

Add: Net profit attributable to owners of the

712,193,243.19 958,725,402.84

Company

Less: Withdrawal of statutory surplus reserves 73,300,671.81 82,809,421.22

Dividend of common stock payable 477,879,248.00 363,204,188.48

Closing retained profits 4,053,079,857.70 3,892,066,534.32

List of adjustment of opening retained profits:

1) RMB0 opening retained profits was affected by retrospective adjustment conducted according to the Accounting Standards for

Business Enterprises and relevant new regulations.

2) RMB0 opening retained profits was affected by changes on accounting policies.

3) RMB0 opening retained profits was affected by correction of significant accounting errors.

4) RMB0 opening retained profits was affected by changes in combination scope arising from same control.

5) RMB0opening retained profits was affected totally by other adjustments.

169

2015 Annual Report of Lu Thai Textile Co., Ltd.

61. Revenues and operating costs

Unit: RMB Yuan

Reporting period Same period of last year

Item

Revenue Operating costs Revenue Operating costs

Main operations 5,909,772,762.98 4,175,234,398.18 5,915,372,574.27 4,086,154,764.14

Other operations 263,550,015.63 165,800,478.86 254,316,218.26 148,429,654.64

Total 6,173,322,778.61 4,341,034,877.04 6,169,688,792.53 4,234,584,418.78

62. Business tax and surcharges

Unit: RMB Yuan

Item Reporting period Same period of last year

Business tax 1,699,505.61 1,543,096.38

Urban maintenance and construction tax 28,144,085.36 25,173,497.57

Education Surcharge 12,865,492.60 11,069,160.40

Local education surtax 8,576,995.04 7,379,440.32

Local water conservancy facility

4,023,905.42 3,572,581.87

construction fund

Total 55,309,984.03 48,737,776.54

Notes:

63. Sales expenses

Unit: RMB Yuan

Item Reporting period Same period of last year

Salary 52,872,651.88 52,551,757.68

Transport fees 33,139,133.69 29,390,312.02

Advertising expense 24,551,068.37 19,543,918.94

Mall costs 13,806,476.08 12,103,271.52

Terminal Handing charges 7,552,206.39 6,627,616.75

Depreciation charge 7,225,171.78 6,588,088.96

Business travel charges 5,319,184.05 4,308,622.84

Copyright royalty 3,227,464.60 2,970,940.04

Rental charges 2,681,385.17 3,626,236.55

Marketing costs of the offices 1,913,843.93 2,240,056.21

Other 39,644,709.25 38,332,673.36

170

2015 Annual Report of Lu Thai Textile Co., Ltd.

Total 191,933,295.19 178,283,494.87

Notes:

64. Administrative expenses

Unit: RMB Yuan

Item Reporting period Same period of last year

R&D expenses 294,928,756.29 289,005,271.10

Salary 115,940,476.52 121,622,670.65

Taxes 40,962,025.54 34,632,666.02

Depreciation charge 36,733,403.06 24,019,467.83

Warehouse funding 21,383,855.97 19,186,460.22

Rental charges 15,572,868.91 12,020,178.94

Labor-union expenditure 14,842,795.98 13,546,133.52

Employee education budget 10,483,788.24 10,739,493.11

Amortization of intangible assets 10,383,276.33 10,202,923.93

Transport fees 6,815,115.78 6,269,569.17

Stock payment 6,041,853.38

Other 102,658,021.67 87,258,443.21

Total 670,704,384.29 634,545,131.08

Notes:

65. Financial expenses

Unit: RMB Yuan

Item Reporting period Same period of last year

Interest expenses 18,898,648.84 24,513,571.60

Less: Interest income 6,226,423.16 7,556,637.78

Less: Amount of capitalized interest

Exchange gains and losses -3,061,394.46 -7,989,225.52

Less: capitalization of foreign currency

exchange gains and losses

Other 6,870,192.67 6,495,074.89

Total 16,481,023.89 15,462,783.19

Notes:

171

2015 Annual Report of Lu Thai Textile Co., Ltd.

66. Asset impairment loss

Unit: RMB Yuan

Item Reporting period Same period of last year

I. Bad debt loss 4,827,646.30 -5,357,478.80

II. Inventory falling price loss 19,902,794.60 18,132,197.12

VII. Impairment losses of fix asset

2,567,004.84 110,105.84

impairment loss

Total 27,297,445.74 12,884,824.16

Notes:

67. Gains on the changes in the fair value

Unit: RMB Yuan

Source Reporting period Same period of last year

2. Financial assets measured by fair value

and the changes be included in the current -17,296,256.36 -29,949,120.00

profits and losses

Of which, gains on the changes in the

fair value of derivative financial -29,949,120.00

instruments

Financial liabilities measured by fair value

and the changes included in the current -43,389,675.00 -3,306,200.00

gains and losses

Total -60,685,931.36 -33,255,320.00

Notes:

68. Investment income

Unit: RMB Yuan

Item Reporting period Same period of last year

Investment income received from financial

assets measured by fair value and the changes

373,901.27

be included in the current profits and losses

during holding period

Investment income received from disposal of

financial assets measured by fair value and the

31,166,114.24 27,935,884.70

changes be included in the current profits and

losses during holding period

Investment income received from holding of 120,000.00

172

2015 Annual Report of Lu Thai Textile Co., Ltd.

available-for-sale financial assets

Total 31,540,015.51 28,055,884.70

Notes:

69. Non-operating gains

Unit: RMB Yuan

Recorded in the amount of the

Item Reporting period Same period of last year

non-recurring gains and losses

Total gains from disposal of

959,445.92 2,759,790.52 959,445.92

non-current assets

Including: Gains from disposal

959,445.92 2,759,790.52 959,445.92

of fixed assets

Government subsidies 43,266,788.43 99,126,878.52 43,266,788.43

Other 7,975,499.49 25,463,765.76 7,975,499.49

Total 52,201,733.84 127,350,434.80 52,201,733.84

Government subsidies recorded into current profits and losses

Unit: RMB Yuan

Whether

Whether

influence the Related to the

Distribution Distribution Special Reporting Same period

Item Nature/type profits or assets/

entity reason subsidy or period of last year

losses of the income

not

year or not

Subsidy for

Subsidy from

independent

R&D

innovation Finance

Technical Related to the

and Bureau of Subsidy Yes No 1,000,000.00

updating and income

achievements Zibo

transformatio

transformatio

n, etc.

n

The Zibo

Subsidy from

outstanding High-tech

R&D

contribution Industrial

Technical Related to the

prize in Development Award Yes No 502,400.00

updating and income

science and Zone

transformatio

technology Management

n, etc.

innovation Committee

Funds for Finance Due to Related to the

Subsidy Yes No 422,000.00

encouraging Bureau of engaged in income

173

2015 Annual Report of Lu Thai Textile Co., Ltd.

foreign trade Zichuan special

development District industry that

the state

encouraged

and

supported,

gained

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

the state

Funds for encouraged

development Finance and

of center Bureau of supported, Related to the

Subsidy Yes No 100,000.00

foreign trade Zichuan gained income

and economic District subsidy

cooperation (obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

the state

Finance encouraged

Saving Bureau of and Related to the

Subsidy Yes No 330,000.00

energy funds Zichuan supported, income

District gained

subsidy

(obtaining in

line with the

law and the

regulations of

174

2015 Annual Report of Lu Thai Textile Co., Ltd.

national

policy)

Due to

engaged in

special

industry that

the state

encouraged

Credit Finance and

insurance Bureau of supported, Related to the

Subsidy Yes No 372,024.00

premium Zichuan gained income

subsidies District subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Subsidy from

R&D

Ministry of

Project funds Technical Related to the

Science and Subsidy Yes No 278,500.00

allowance updating and income

Technology

transformatio

n, etc.

Subsidy from

R&D

Ministry of

Project funds Technical Related to the

Science and Subsidy Yes No 46,000.00

subsidy updating and income

Technology

transformatio

n, etc.

Subsidy

gained due to

confirming

with local

Social Career office

government Related to the

security of Zichuan Subsidy Yes No 7,082.10

attracting income

subsidy District

investment

and local

supportive

policy etc.

Science and Finance Subsidy from

Related to the

technology Bureau of Subsidy R&D Yes No 4,640,000.00

income

innovation Chuan Technical

175

2015 Annual Report of Lu Thai Textile Co., Ltd.

fund District updating and

transformatio

n, etc.

Subsidy from

People's R&D

Award for

Government Technical Related to the

Science and Award Yes No 100,000.00

of Shandong updating and income

Technology

Province transformatio

n, etc.

Subsidy from

Science and R&D

People's

technology Technical Related to the

Government Award Yes No 100,000.00

and patent updating and income

of Zibo City

award transformatio

n, etc.

Subsidy

gained due to

confirming

Finance with local

Industrial

Bureau of government Related to the

design Subsidy Yes No 400,000.00

Zichuan attracting income

support funds

District investment

and local

supportive

policy etc.

Subsidy

gained due to

confirming

The industry

Finance with local

and

Bureau of government Related to the

information Subsidy Yes No 100,000.00

Zichuan attracting income

industry

District investment

support funds

and local

supportive

policy etc.

Finance Due to

Bureau of engaged in

Zichuan special

Import

District, industry that Related to the

discount Subsidy Yes No 30,000.00

Bureau of the state income

interest funds

Commerce of encouraged

Zichuan and

District supported,

176

2015 Annual Report of Lu Thai Textile Co., Ltd.

gained

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

Finance the state

Bureau of encouraged

Zichuan and

Export credit

District, supported, Related to the

insurance Subsidy Yes No 287,200.00

Bureau of gained income

premiums

Commerce of subsidy

Zichuan (obtaining in

District line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

the state

encouraged

Finance and

Import

Bureau of supported, Related to the

discount Subsidy Yes No 70,000.00

Zichuan gained income

interest funds

District subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Taishan Shandong Subsidy

Related to the

scholar Provincial Subsidy gained due to Yes No 300,000.00

income

construction Party confirming

177

2015 Annual Report of Lu Thai Textile Co., Ltd.

funds Committee with local

Organization government

Department attracting

investment

and local

supportive

policy etc.

Subsidy

Human gained due to

Resources confirming

Graduate and Social with local

employment Security government Related to the

Subsidy Yes No 360,000.00

apprentice Bureau of attracting income

subsidies Zibo, Finance investment

Bureau of and local

Zibo supportive

policy etc.

Due to

engaged in

special

industry that

the state

Funds for encouraged

development Finance and

of center Bureau of supported, Related to the

Subsidy Yes No 360,446.00

foreign trade Zichuan gained income

and economic District subsidy

cooperation (obtaining in

line with the

law and the

regulations of

national

policy)

Human Subsidy

Resources gained due to

and Social confirming

Subsidies for Security with local

unemployme Bureau of government Related to the

Subsidy Yes No 4,214,746.00

nt and stable Shandong, attracting income

position Finance investment

Bureau of and local

Shandong, supportive

Development policy etc.

178

2015 Annual Report of Lu Thai Textile Co., Ltd.

and Reform

Commission

of Shandong,

the Letter

Committee of

Shandong

Subsidy from

R&D

Award for

Technical Related to the

Science and CTEI Award Yes No 50,000.00

updating and income

Technology

transformatio

n, etc.

Subsidy

gained due to

Subsidies for Finance

confirming

transferring Department

with local

Xinjiang of the

government Related to the

cotton to Xinjiang Subsidy Yes No 1,667,800.00

attracting income

warehouses Uygur

investment

out of Autonomous

and local

Xinjiang Region

supportive

policy etc.

Subsidy

gained due to

confirming

with local

Exhibit Commerce

government Related to the

booths Department Subsidy Yes No 35,500.00

attracting income

subsidies of Shandong

investment

and local

supportive

policy etc.

Subsidy

Human gained due to

Resources confirming

and Social with local

Technicians Security government Related to the

Subsidy Yes No 50,000.00

subsidies Bureau of attracting income

Zibo, Finance investment

Bureau of and local

Zibo supportive

policy etc.

Social Financial Subsidy Subsidy Yes No 560,028.43 Related to the

179

2015 Annual Report of Lu Thai Textile Co., Ltd.

insurance Department gained due to income

subsidies and of Shandong, confirming

post subsidies Department with local

of Labour government

and Social attracting

Security of investment

Shandong and local

supportive

policy etc.

Subsidy from

R&D

Patent Finance

Technical Related to the

development Bureau of Subsidy Yes No 80,000.00

updating and income

subsidy Zibo

transformatio

n, etc.

Due to

engaged in

special

industry that

the state

encouraged

and

Import credit Finance

supported, Related to the

insurance Bureau of Subsidy Yes No 45,485.00

gained income

premiums Zibo

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Subsidy

gained due to

Funds for confirming

development with local

Finance

of foreign government Related to the

Bureau of Subsidy Yes No 105,600.00

trade and attracting income

Zibo

economic investment

cooperation and local

supportive

policy etc.

Science and People's Subsidy from Related to the

Award Yes No 30,000.00

technology Government R&D income

180

2015 Annual Report of Lu Thai Textile Co., Ltd.

and patent of Zibo City Technical

award updating and

transformatio

n, etc.

Subsidy

Finance gained due to

Bureau of confirming

Special funds

Zichuan with local

for the

District, government Related to the

service Subsidy Yes No 54,600.00

Bureau of attracting income

industry

Commerce of investment

development

Zichuan and local

District supportive

policy etc.

Due to

engaged in

special

industry that

the state

Special funds

encouraged

for

and

development Finance

supported, Related to the

of center Bureau of Subsidy Yes No 37,530.00

gained income

foreign trade Zibo

subsidy

and economic

(obtaining in

cooperation

line with the

law and the

regulations of

national

policy)

Subsidy from

R&D

Award for

CTEI Award Technical Related to the

Science and Award Yes No 10,000.00

Office updating and income

Technology

transformatio

n, etc.

Due to

engaged in

Import Department special

Related to the

discount of Finance of Subsidy industry that Yes No 80,000.00

income

interest funds Shandong the state

encouraged

and

181

2015 Annual Report of Lu Thai Textile Co., Ltd.

supported,

gained

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Subsidy

gained due to

confirming

Economic

Energy with local

and

management government Related to the

Information Award Yes No 2,880,000.00

financial attracting income

Commission

reward investment

of Shandong

and local

supportive

policy etc.

Due to

engaged in

special

industry that

the state

Zibo encouraged

Environment and

Fund for the

al Protection supported, Related to the

control of air Subsidy Yes No 1,830,000.00

Agency, gained income

pollution

Zichuan subsidy

Branch (obtaining in

line with the

law and the

regulations of

national

policy)

The Letter Subsidy

Committee of gained due to

the Xinjiang confirming

Electricity

Uygur with local Related to the

Finance Subsidy Yes No 925,204.72

Autonomous government income

subsidies

Region, attracting

Development investment

and Reform and local

182

2015 Annual Report of Lu Thai Textile Co., Ltd.

Commission supportive

of policy etc.

Autonomous

Region,

Finance

Department

of

Autonomous

Region,

Chinese

power

company in

Xinjiang

Subsidy

Subsidies for gained due to

Finance

transferring confirming

Department

Xinjiang with local

of the

cotton yarn government Related to the

Xinjiang Subsidy Yes No 4,351,400.00

to attracting income

Uygur

warehouses investment

Autonomous

out of and local

Region

Xinjiang supportive

policy etc.

Finance

Subsidy

Department

Cotton gained due to

of Xinjiang

production confirming

Uygur

subsidies and with local

Autonomous

discounts of government Related to the

Region, the Subsidy Yes No 4,472,200.00

Xinjiang attracting income

Letter

Uygur investment

Commission

Autonomous and local

of

Region supportive

Autonomous

policy etc.

Region

Subsidy

Finance gained due to

Department confirming

Social of the with local

Related to the

security Xinjiang Subsidy government Yes No 3,412,264.53

income

subsidy Uygur attracting

Autonomous investment

Region and local

supportive

183

2015 Annual Report of Lu Thai Textile Co., Ltd.

policy etc.

Subsidy

gained due to

Subsidies for Finance

confirming

transferring Department

with local

Xinjiang of the

government Related to the

cotton to Xinjiang Subsidy Yes No 4,833,500.00

attracting income

warehouses Uygur

investment

out of Autonomous

and local

Xinjiang Region

supportive

policy etc.

Subsidy

gained due to

Finance

confirming

Department

with local

Social of the

government Related to the

security Xinjiang Subsidy Yes No 345,790.00

attracting income

subsidy Uygur

investment

Autonomous

and local

Region

supportive

policy etc.

Subsidy

gained due to

confirming

The county with local

Finance government government Related to the

Subsidy Yes No 517,000.00

subsidies office of Pupi attracting income

Avati investment

and local

supportive

policy etc.

Akesu

Subsidy

Prefecture

gained due to

Bureau of

confirming

Finance,

with local

Office of

Financial government Related to the

Poverty Subsidy Yes No 262,500.00

Discounts attracting income

Alleviation

investment

and

and local

Development

supportive

of Akesu

policy etc.

Prefecture

Financial Akesu Subsidy Subsidy Yes No 150,000.00 Related to the

184

2015 Annual Report of Lu Thai Textile Co., Ltd.

Discounts Prefecture gained due to income

Bureau of confirming

Finance, with local

Office of government

Poverty attracting

Alleviation investment

and and local

Development supportive

of Akesu policy etc.

Prefecture

Human

Subsidy

Resources

gained due to

and Social

confirming

Security

with local

Labor Bureau of

government Related to the

training Akesu Subsidy Yes No 162,305.00

attracting income

subsidy Prefecture,

investment

Akesu

and local

Prefecture

supportive

Bureau of

policy etc.

Finance

Subsidy

gained due to

Finance

confirming

Department

with local

Subsidies for of the

government Related to the

superior crop Xinjiang Subsidy Yes No 25,158.10

attracting income

varieties Uygur

investment

Autonomous

and local

Region

supportive

policy etc.

Due to

engaged in

Economic special

and industry that

Information the state

Subsidy for

Commission encouraged Related to the

key project of Subsidy Yes No 1,000,000.00

of Zibo, and income

energy saving

Finance supported,

Bureau of gained

Zibo subsidy

(obtaining in

line with the

185

2015 Annual Report of Lu Thai Textile Co., Ltd.

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

the state

encouraged

Special funds

Finance and

for

Bureau of supported, Related to the

encouraging Subsidy Yes No 200,000.00

Zichuan gained income

foreign trade

District subsidy

development

(obtaining in

line with the

law and the

regulations of

national

policy)

Subsidy from

Department

R&D

Special fund of Finance of

Technical Related to the

for Patent Shandong Subsidy Yes No 104,000.00

updating and income

Development and IPO of

transformatio

Shandong

n, etc.

Due to

engaged in

special

industry that

the state

Residential

encouraged

building heat Department

and

metering and of Housing

supported, Related to the

energy-savin and Award Yes No 3,468,004.00

gained income

g reform Urban-Rural

subsidy

project of Shandong

(obtaining in

incentives

line with the

law and the

regulations of

national

policy)

Subsidy for Finance Subsidy Due to Yes No 9,000,000.00 Related to the

186

2015 Annual Report of Lu Thai Textile Co., Ltd.

development Bureau of engaged in income

of new Zichuan special

industries District industry that

the state

encouraged

and

supported,

gained

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Subsidy from

Finance R&D

Subsidy for

Bureau of Technical Related to the

technical Subsidy Yes No 2,680,000.00

Zichuan updating and income

innovation

District transformatio

n, etc.

Department

The of Finance of Subsidy from

development Shandong R&D

of science and Science Technical Related to the

Subsidy Yes No 200,000.00

and and updating and income

technology Technology transformatio

fund Department n, etc.

of Shandong

Subsidy from

Award for People's R&D

Science and Government Technical Related to the

Award Yes No 50,000.00

Technology of Shandong updating and income

of Shandong Province transformatio

n, etc.

Subsidy from

Award for R&D

People's

Science and Technical Related to the

Government Award Yes No 100,000.00

Technology updating and income

of Zibo City

of Zibo transformatio

n, etc.

The Finance Subsidy from 33,660,000.0 Related to the

Subsidy Yes No

traditional Bureau of R&D 0 income

187

2015 Annual Report of Lu Thai Textile Co., Ltd.

industry Zichuan Technical

upgrade fund District updating and

transformatio

n, etc.

Due to

engaged in

special

industry that

The ministry the state

Special fund

of industry encouraged

for deep

and and

integration of

information supported, Related to the

informationiz Subsidy Yes No 600,000.00

technology gained income

ation and

informatizati subsidy

industrializati

on promotion (obtaining in

on

department line with the

law and the

regulations of

national

policy)

Special fund Subsidy from

for energy Finance R&D

conservation Bureau of Technical Related to the

Subsidy Yes No 1,500,000.00

and Zichuan updating and income

emissions District transformatio

reduction n, etc.

Subsidy

Human gained due to

Resources confirming

Graduate and Social with local

employment Security government Related to the

Subsidy Yes No 331,200.00

apprentice Bureau of attracting income

subsidies Zibo, Finance investment

Bureau of and local

Zibo supportive

policy etc.

Subsidy from

Quality and

Standardized R&D

Technical

funded Technical Related to the

Supervision Award Yes No 120,000.00

project updating and income

Office of

incentives transformatio

Zibo

n, etc.

Business Finance Award Subsidy from Yes No 100,000.00 Related to the

188

2015 Annual Report of Lu Thai Textile Co., Ltd.

Administratio Bureau of R&D income

n Award of Zichuan Technical

Shandong District updating and

transformatio

n, etc.

Due to

engaged in

special

industry that

the state

encouraged

Special funds Finance and

for foreign Bureau of supported, Related to the

Subsidy Yes No 533,829.00

trade Zichuan gained income

development District subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

the state

encouraged

Clean

Finance and

production

Bureau of supported, Related to the

demonstratio Subsidy Yes No 6,500,000.00

Zichuan gained income

n project

District subsidy

award

(obtaining in

line with the

law and the

regulations of

national

policy)

Subsidy from

R&D

People's

Energy-savin Technical Related to the

Government Award Yes No 300,000.00

g incentive updating and income

of Zibo City

transformatio

n, etc.

189

2015 Annual Report of Lu Thai Textile Co., Ltd.

Subsidy from

Special funds Office of R&D

for project Ministry of Technical Related to the

Subsidy Yes No 414,000.00

topics project Science and updating and income

approval Technology transformatio

n, etc.

Subsidy from

Second prize

R&D

of science

Technical Related to the

and CTEI Office Award Yes No 20,000.00

updating and income

technology

transformatio

incentive

n, etc.

Subsidy

gained due to

confirming

Service Finance with local

industry Bureau government Related to the

Subsidy Yes No 600,000.00

development Office of attracting income

guide fund Zibo investment

and local

supportive

policy etc.

Subsidy

gained due to

confirming

with local

Social Career office

government Related to the

security of Zichuan Subsidy Yes No 1,286.82

attracting income

subsidy District

investment

and local

supportive

policy etc.

Subsidy from

Finance R&D

Special fund

Bureau Technical Related to the

for Patent Subsidy Yes No 100,000.00

Office of updating and income

Development

Zibo transformatio

n, etc.

Special fund Subsidy from

Finance

for energy R&D

Bureau of Related to the

conservation Subsidy Technical Yes No 99,000.00

Zichuan income

and updating and

District

emissions transformatio

190

2015 Annual Report of Lu Thai Textile Co., Ltd.

reduction n, etc.

Subsidy

gained due to

confirming

Finance with local

Government Bureau of government 17,228,600.0 Related to the

Subsidy Yes No

financing Zichuan attracting 0 income

District investment

and local

supportive

policy etc.

Subsidy

Unemployme

gained due to

nt Insurance

confirming

Division of

Subsidies of with local

Human

unemployme government Related to the

Resources Subsidy Yes No 1,200.00

nt dynamic attracting income

and Social

monitoring investment

Security

and local

Bureau of

supportive

Zibo

policy etc.

Due to

engaged in

special

industry that

the state

encouraged

Finance and

Import

Department, supported, Related to the

discount Subsidy Yes No 60,000.00

Commercial gained income

interest funds

Department subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

Finance engaged in

Export credit

Bureau of special Related to the

insurance Subsidy Yes No 78,322.00

Zichuan industry that income

premiums

District the state

encouraged

191

2015 Annual Report of Lu Thai Textile Co., Ltd.

and

supported,

gained

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

Textile

the state

Industry

encouraged

CCPIT Sub

and

The of China

supported, Related to the

exhibition Council for Subsidy Yes No 3,209.42

gained income

subsidy the

subsidy

Promotion of

(obtaining in

International

line with the

Trade

law and the

regulations of

national

policy)

Subsidy from

R&D

People's

The Tech Technical Related to the

Government Award Yes No 20,000.00

Awards updating and income

of Zibo City

transformatio

n, etc.

Subsidy from

R&D

People's

The Tech Technical Related to the

Government Award Yes No 450,000.00

Awards updating and income

of Zichuan

transformatio

n, etc.

Subsidy from

Finance

R&D

Patent fund Department Related to the

Subsidy Technical Yes No 4,000.00

subsidy Office of income

updating and

Shandong

transformatio

192

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n, etc.

Due to

engaged in

special

industry that

the state

encouraged

and

Import Department

supported, Related to the

discount of Finance of Subsidy Yes No 147,960.00

gained income

interest funds Shandong

subsidy

( obtaining in

line with the

law and the

regulations of

national

policy)

Subsidy

gained due to

confirming

Contract Economic

with local

energy and

government Related to the

management Information Award Yes No 2,570,000.00

attracting income

financial Commission

investment

reward of Zibo

and local

supportive

policy etc.

Akesu

Subsidy

Prefecture

gained due to

Bureau of

confirming

Finance,

with local

Fiscal interest Office of

government Related to the

discount Poverty Subsidy Yes No 187,500.00

attracting income

funds Alleviation

investment

and

and local

Development

supportive

of Akesu

policy etc.

Prefecture

Human Subsidy

Resources gained due to

Training Related to the

and Social Subsidy confirming Yes No 55,200.00

subsidies income

Security with local

Bureau of government

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Akesu attracting

Prefecture, investment

Akesu and local

Prefecture supportive

Bureau of policy etc.

Finance

Subsidy

The People's

gained due to

Government

confirming

of Finance

with local

Social Department

government Related to the

security of the Subsidy Yes No 1,431,240.02

attracting income

subsidy Xinjiang

investment

Uygur

and local

Autonomous

supportive

Region

policy etc.

Subsidy

gained due to

confirming

The County

with local

People's

Production government 10,655,901.4 Related to the

Government Subsidy Yes No

subsidies attracting 2 income

Office of

investment

Pupi Avati

and local

supportive

policy etc.

Subsidy

Subsidies for gained due to

Finance

transferring confirming

Department

Xinjiang with local

of the

cotton yarn government Related to the

Xinjiang Subsidy Yes No 2,379,268.00

to attracting income

Uygur

warehouses investment

Autonomous

out of and local

Region

Xinjiang supportive

policy etc.

Subsidy

gained due to

Deferred confirming

Related to the

revenue with local 2,272,524.55 2,173,157.84

assets

amortization government

attracting

investment

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and local

supportive

policy etc.

43,266,788.4 99,126,878.5

Total -- -- -- -- -- --

3 2

Notes:

70. Non-operating expenses

Unit: RMB Yuan

Recorded in the amount of the

Item Reporting period Same period of last year

non-recurring gains and losses

Loss on disposal of non-current

5,625,603.48 6,075,803.07 5,625,603.48

assets

Including: Loss on disposal of

5,625,603.48 6,075,803.07 5,625,603.48

fixed assets

Donation 2,758,673.04 3,239,163.80 2,758,673.04

Other 1,784,290.98 1,051,402.66 1,784,290.98

Total 10,168,567.50 10,366,369.53 10,168,567.50

Notes:

71. Income tax expense

(1) Lists of income tax expense

Unit: RMB Yuan

Item Reporting period Same period of last year

Current income tax expense 159,937,653.51 173,888,537.51

Deferred income tax expense -12,031,663.36 3,709,274.80

Total 147,905,990.15 177,597,812.31

(2) Adjustment process of accounting profit and income tax expense

Unit: RMB Yuan

Item Reporting period

Total profits 883,449,018.92

Current income tax expense accounted by tax and relevant

132,517,352.84

regulations

Influence of different tax rate suitable to subsidiary 20,121,836.02

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Influence of income tax before adjustment -6,573.12

Influence of non taxable income -5,563,921.42

Influence of not deductable costs, expenses and losses 3,325,862.56

Influence of deductable losses of deferred income tax assets

-788,850.57

derecognized used in previous period

Influence of deductible temporary difference or deductible losses

13,140,079.84

of deferred income tax assets derecognized in reporting period.

Influence of plus deducting costs -14,839,796.00

Income tax expense 147,905,990.15

Other notes

72. Other comprehensive income

Refer to the notes

73. Supplementary information to cash flow statement

(1) Other cash received relevant to operating activities

Unit: RMB Yuan

Item Reporting period Same period of last year

Government subsidies 72,371,505.78 86,297,819.26

Collection for employees 419,975.80 600,744.31

Claim income 2,044,561.45 1,315,960.25

Penalty income 53,787.00 66,215.97

Recovery of employee borrowings, petty

14,889,234.89 9,635,053.19

cash and deposit

Other 5,715,940.06 6,931,182.35

Total 95,495,004.98 104,846,975.33

Notes:

(2) Other cash paid relevant to operating activities

Unit: RMB Yuan

Item Reporting period Same period of last year

Freight and miscellaneous charges 52,801,900.32 46,642,382.10

Rental charges and management expenses

19,063,808.42 17,785,897.90

of the shops

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Rental charges 24,130,924.34 21,791,858.34

Advertising expense 8,107,292.05 16,086,754.68

Business travel charges 10,863,337.81 10,214,144.89

Premium 9,069,684.52 8,991,889.03

Copyright royalty 2,893,772.65 3,194,102.88

Audit advisory announcement fee 3,730,447.16 7,557,295.92

Decoration & repair expenses 1,919,818.88 1,128,402.64

Donation 2,758,673.04 3,239,163.80

Other 100,141,576.47 104,434,306.33

Total 235,481,235.66 241,066,198.51

Notes:

(3) Other cash received relevant to investment activity

Unit: RMB Yuan

Item Reporting period Same period of last year

Interest income 4,458,340.84 7,556,637.78

Income from forward foreign exchange 37,908,044.40 27,935,884.70

Sale of securities 7,196,971.33

Income from holding of tradable financial

373,901.27

assets during holding period

Option cost 1,003,700.00

Total 50,940,957.84 35,492,522.48

Notes:

(4) Other cash paid relevant to investment activity

Unit: RMB Yuan

Item Reporting period Same period of last year

Purchase of securities 117,355,791.90

Total 117,355,791.90

Notes:

(5) Other cash received relevant to financing activities

Unit: RMB Yuan

Item Reporting period Same period of last year

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Borrowings from related parties 12,000,000.00

Return of inward bill deposits 25,814,503.00

Return of loan guarantees 77,262,230.00

Total 77,262,230.00 37,814,503.00

Notes:

(6) Other cash paid relevant to financing activities

Unit: RMB Yuan

Item Reporting period Same period of last year

Return of the B-share buy-back amount 32,244,864.33

Cash paid back to related parties 12,000,000.00

Cash paid for repurchasing restricted

129,317.20

stocks

Inward bill deposits 25,814,503.00

The certificates of deposit pledged 91,016,652.42 16,000,000.00

Power bonds payable 220,000.00

Total 123,481,516.75 53,943,820.20

Notes:

74. Supplementary information to cash flow statement

(1) Information of net profit to net cash flows generated from operating activities

Unit: RMB Yuan

Supplementary materials Reporting period Last period

1. Reconciliation of net profit to net cash

-- --

flows generated from operating activities

Net profit 735,543,028.77 979,377,181.57

Add: Provision for impairment of assets 27,297,445.74 12,884,824.16

Depreciation of fixed assets, of oil-gas

355,945,695.90 303,020,522.04

assets, of productive biological assets

Amortization of intangible assets 12,242,543.28 11,760,038.33

Long-term unamortized expenses 2,036,355.90 1,021,677.72

Losses on disposal of fixed assets, intangible

assets and other long-term assets (gains: 3,501,007.84 2,906,728.27

negative)

Losses on retirement of fixed assets 1,165,149.72 409,284.28

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Losses from variation of fair value 60,685,931.36 33,255,320.00

Financial cost (gains: negative) 9,610,831.22 12,286,198.63

Investment loss (gains: negative) -31,540,015.51 -28,055,884.70

Decrease in deferred income tax assets

-12,159,644.69 8,194,576.35

(gains: negative)

Increase in deferred income tax liabilities

127,981.33 -4,485,301.55

(“-” means decrease)

Decrease in inventory (gains: negative) 4,872,209.46 -109,327,962.73

Decrease in accounts receivable from

-103,447,655.41 48,653,571.32

operating activities (gains: negative)

Increase in payables from operating

-38,285,460.57 -159,805,424.67

activities (decrease: negative)

Net cash flows generated from operating

1,027,595,404.34 1,112,095,349.02

activities

2. Investing and financing activities that do

-- --

not involving cash receipts and payment:

3. Net increase in cash and cash equivalents -- --

Closing balance of cash 765,695,473.65 649,393,798.30

Less: Opening balance of cash 649,393,798.30 869,909,505.89

Net increase in cash and cash equivalents 116,301,675.35 -220,515,707.59

(2) Net Cash paid of obtaining the subsidiary

(3) Net Cash receive of disposal of the subsidiary

(4) Cash and cash equivalents

Unit: RMB Yuan

Item Closing balance Opening balance

I. Cash 765,695,473.65 649,393,798.30

Including: Cash on hand 2,111,348.02 1,190,565.56

Bank deposit on demand 742,998,281.72 631,971,943.96

Other monetary funds on demand 20,585,843.91 16,231,288.78

III. Closing balance of cash and cash

765,695,473.65 649,393,798.30

equivalents

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2015 Annual Report of Lu Thai Textile Co., Ltd.

75. Note of statement of changes in the owner's equity

76. The assets with the ownership or use right restricted

Unit: RMB Yuan

Item Closing book value Restricted reason

Monetary capital 29,805,722.42 Short term loan pledged, guarantee deposit

Intangible assets 31,971,662.37 Short-term loan pledged

Total 61,777,384.79 --

Notes:

77. Foreign currency monetary items

(1) Foreign currency monetary items

Unit: RMB Yuan

Closing foreign currency Closing convert to RMB

Item Exchange rate

balance balance

Including: USD 46,035,296.59 6.4936 298,934,801.96

EUR 72,217.31 7.0952 512,396.26

HKD 50,853,805.65 0.8378 42,605,318.37

JPY 809,393.00 0.0539 43,626.28

THB 120.19 0.1799 21.62

SGD 91.90 4.5875 421.59

GBP 688.36 9.6159 6,619.21

AUD 2,821.03 4.7276 13,336.70

CHF 102.68 6.4018 657.35

SEK 920.00 0.7718 710.06

MMK 68,175,156.37 0.0050 338,198.77

Dong 57,910,456,996.00 0.00029 16,909,853.44

Including: USD 26,494,198.26 6.4936 172,042,725.85

HKD 31,563,908.00 0.8378 26,444,242.12

Notes:

(2) Note to oversea entities including: for significant oversea entities, shall disclose main operating place,

recording currency and selection basis, if there are changes into recording currency, shall also disclose the

reason.

√ Applicable □ Inapplicable

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2015 Annual Report of Lu Thai Textile Co., Ltd.

The operating places of Company’s subsidiaries Lu Thai (Hong Kong), Lu Thai (Cambodia), Lu Thai (Burma) Co., Ltd. (hereinafter

referred to as “Lu Thai (Burma)”) Lu Thai (America) Co., Ltd.( Hereinafter referred to as “Lu Thai (America)”) and Lu Thai

(Vietnam) Co., Ltd. were Hong Kong Cambodia, Burma, America and Vietnam, and the recording currency respectively was HKD,

USD, USD, USD and Dong.

78. Arbitrage

According to arbitrage category to disclose arbitrage item, relevant arbitrage tools and been arbitraged risk qualitative and

quantitative information:

79. Other

VIII. Changes of merge scope

1. Other reasons for the changes in combination scope

Note to reasons for the changes in combination scope (Newly established subsidiary and subsidiary of liquidation) and relevant

information:

The Company newly set up subsidiary, Lu Thai (Vietnam) Co., Ltd.

IX. Equity in other entities

1. Equity in subsidiary

(1) The structure of the enterprise group

Name of the Main operating Registration Holding percentage (%)

Nature of business Way of gaining

subsidiary place place Directly Indirectly

Lufeng Sunshine Beijing Beijing Wholesale and retail industry 100.00% Set-up

Beijing Innovative Beijing Beijing Wholesale and retail industry 60.00% Set-up

Luthai (Hong Kong) Hong Kong Hong Kong Wholesale and retail industry 100.00% Set-up

Shanghai Luthai Shanghai Shanghai Wholesale and retail industry 100.00% Set-up

Business

combination not

Xinjiang Luthai Xinjiang Xinjiang Manufacturing industry 59.92%

under the same

control

Lufeng Weaving &

Zibo Zibo Manufacturing industry 75.00% Set-up

Dyeing

Luqun Textile Zibo Zibo Manufacturing industry 100.00% Set-up

Business

Xinsheng Power Zibo Zibo Manufacturing industry 100.00%

combination not

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2015 Annual Report of Lu Thai Textile Co., Ltd.

under the same

control

Xinjiang Luthai

Textile Xinjiang Xinjiang Manufacturing industry 100.00% Set-up

(sub-subsidiary)

Business

Helijie combination not

Zibo Zibo Service 100.00%

(sub-subsidiary) under the same

control

Beijing Youxian Beijing Beijing Wholesale and retail industry 90.00% Set-up

Lu Thai (Cambodia) Cambodia Cambodia Manufacturing industry 100.00% Set-up

Lu Thai (Burma) Burma Burma Manufacturing industry 100.00% Set-up

Lu Thai (America) America America Wholesale and retail industry 100.00% Set-up

Lu Tha i(Vietnam) Vietnam Vietnam Manufacturing industry 100.00% Set-up

Notes: holding proportion in subsidiary different from voting proportion:

Basis of holding half or less voting rights but still been controlled investee and holding more than half of the voting rights not been

controlled investee:

Significant structure entities and controlling basis in the scope of combination:

Basis of determine whether the Company is the agent or the principal:

Notes:

(2) Significant not wholly owned subsidiary

Unit: RMB Yuan

Shareholding The profits and losses Declaring dividends Balance of minority

Name of the subsidiary proportion of arbitrate to the minority distribute to minority shareholder at closing

minority shareholder shareholders shareholder period

Xinjiang Luthai 40.08% 23,787,999.23 12,023,570.79 178,922,484.77

Lufeng Weaving & Dyeing 25.00% 13,310,395.71 289,632,571.55

Holding proportion of minority shareholder in subsidiary different from voting proportion:

Notes:

(3) The main financial information of significant not wholly owned subsidiary

Unit: RMB Yuan

Name of Closing balance Opening balance

the Non-curr Non-curr Non-curr Non-curr

current Total Current Total current Total Current Total

subsidiar ent ent ent ent

assets assets liabilities liabilities assets assets liabilities liabilities

y assets liability assets liability

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Xinjiang 441,261, 327,696, 768,958, 323,538, 5,897,44 329,435, 565,642, 336,357, 902,000, 484,470, 7,358,37 491,828,

Luthai 937.21 846.84 784.05 224.44 7.45 671.89 462.56 886.37 348.93 159.82 2.43 532.25

Lufeng

Weaving 497,062, 887,529, 1,384,59 195,671, 30,390,2 226,061, 432,310, 947,299, 1,379,60 243,251, 31,069,3 274,320,

& 573.74 106.38 1,680.12 138.17 55.70 393.87 138.16 541.89 9,680.05 609.13 67.50 976.63

Dyeing

Unit: RMB Yuan

Reporting period Same period of last year

Name of

Total Total

the Operation Operating Operation Operating

Net profit comprehensi Net profit comprehensi

subsidiary revenue cash flow revenue cash flow

ve income ve income

Xinjiang 59,351,295.4 59,351,295.4 159,852,668. 676,265,353. 46,264,010.2 46,264,010.2 -11,120,727.0

569,106,231.16

Luthai 8 8 02 51 3 3 5

Lufeng

1,450,422,625.9 53,241,582.8 53,241,582.8 24,216,809.3 1,377,696,78 46,206,513.0 46,206,513.0 41,980,782.2

Weaving

1 3 3 2 1.89 6 6 8

& Dyeing

X. The risk related financial instruments

Main financial instruments of the Company included: Loans, accounts receivable, accounts payable,

etc., all the details of the financial instruments, see related projects of “Section VII”. The risk

associated with these financial instruments, as well as the Company’s risk management policy to

reduce these risks which were described below. The Company's management managed and

supervised these risks to ensure that the above risk was controlled in a limited scope.

The Company use sensitivity analysis technology to analyze the reasonable of risk variables,

influence of probable changes to the current profits and Stockholders' equity. Because rarely any

risk variables change in isolation, and the correlation between variables for the eventual impact of

the change of a risk variables will have a significant effect, thus, the aforesaid content was

processing under the assumption of the change of each variable was conducted independently.

Risk management objectives and policies

The goals of Company engaged in the risk management is to achieve the proper balance between

the risks and benefits, reduced the negative impact to the Company operating performance risk to a

minimum, maximized the profits of shareholders and other equity investors. Based on the risk

management goal, the basic strategy of the Company's risk management is determine and analyze

the various risks faced by the Company, set up the bottom line of risk and conducted appropriate

risk management, and timely supervised various risks in a reliable way and controlled the risk

within the range of limit.

1. Market risk

(1) Foreign exchange risk

Foreign exchange risk is referred to the risk incurred due to loss of changes in exchange rate.

Foreign exchange risk is referred to the risk incurred due to loss of changes in exchange rate. The

Company’s foreign exchange risk was mainly related to USD, HKD and EUR, excepting the

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Company’s several subsidiaries purchase and sale, in USD, HKD and Dong, the other main

business settled by RMB. On 31 Dec. 2015, in addition to the following assets or liabilities in

statement was USD, HKD and EUR, the Company’s assets or liabilities was RMB balance. The

foreign exchange risk incurred by assets and liabilities of foreign balance may have impact to the

operation results of the Company.

Item Closing amount Opening amount

Cash and cash equivalents 359,365,961.61 289,133,077.74

Notes receivable 101,533,594.19 92,009,162.34

Account receivable 198,486,967.97 138,557,390.08

Other accounts receivable 21,499,240.95 5,792,541.34

Accounts payable 20,029,203.14 18,451,521.14

Other account payable 3,773,841.47 1,172,287.39

Short-term loans 572,766,318.90 159,222,946.24

Long-term loans due within 1 year 100,733,898.72

Long-term borrowings 9,904,645.59

Sensitive analysis of foreign exchange risk:

Base on the foreign currency monetary assets and liabilities, and ignoring other factors, influence of

change of exchange rate to current profits and losses and equity of shareholders was followed:

Change Reporting period Same period of last year

Influence to the Influence to equity of Influence to the Influence to equity of

profits shareholders profits shareholders

Up 10% against RMB -6,138,055.73 -6,138,055.73 -22,822,257.83 -22,822,257.83

Down 10% against 6,138,055.73 6,138,055.73 22,822,257.83 22,822,257.83

RMB

(2) Interest rate risk

The risk of cash flow changes of financial instruments due to change of interest rate mainly was

related bank loan (for details, see Section VII).

Sensitive analysis of interest rate risk:

Influence of interest increasing 100 BP to current profits and losses and equity of shareholders

before tax was followed:

Change Reporting period Same period of last year

Influence to the Influence to equity Influence to the Influence to equity

profits of shareholders profits of shareholders

Increase 100 BP -7,394,269.19 -6,682,600.60 -4,640,123.66 -4,640,123.66

Decrease 100 BP 7,394,269.19 6,682,600.60 4,640,123.66 4,640,123.66

(3) Other price risk

The categories held by the Company are the investment of tradable financial assets measured by fair

value on assets liabilities date. Thus, the Company bares the risk of change in securities market.

2 Credit risk,

On 31 Dec. 2015, credit risk what may lead to the financial losses was the other party of the

contract failed to fulfill the obligations and causes loss of the Company’s financial assets, which

including: book value of financial assets recognized in consolidated balance sheet.

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2015 Annual Report of Lu Thai Textile Co., Ltd.

In order to reduce the credit risk, the Company established a special team be responsible for the

determination of credit limit to conduct credit approval, and perform other supervising procedures

to ensure that taking necessary measures to recycle expired claims. In addition, the Company at

each balance sheet date, review every single receivables recycling situation, to ensure that the

money unable to recycle withdrawn provision for bad debt fully. Thus, the Company management

believed that have assume the credit risk the Company shouldered had been greatly reduced.

The company's working capital was in bank with higher credit rating, so credit risk of working

capital was low.

3. Liquidity Risk

When manage liquidity risk, the Company keep administrators deemed sufficient cash and cash

equivalents and supervised it to meet the need of the operation of the Company and reduce the

influence of cash flow volatility. The Company management supervised the usage of bank loan and

ensured to comply with the loan agreement.

In the end of reporting period, the Company held cash and bank deposit of RMB796 million. In

recent two years, the average of net cash flow of operation activities was RMB1.070 billion. The

Company believed that the liquidity risk was insignificant.

XI. The disclosure of the fair value

1. Closing fair value of assets and liabilities calculated by fair value

Unit: RMB Yuan

Closing fair value

Item Fair value measurement Fair value measurement Fair value measurement

Total

items at level 1 items at level 2 items at level 3

I. Consistent fair value

-- -- -- --

measurement

(I) Financial assets

calculated by fair value

71,696,678.70 71,696,678.70

and changes record into

current profits or losses

1. Trading financial assets 71,696,678.70 71,696,678.70

(2) Equity tool investment 71,696,678.70 71,696,678.70

Total assets of consistent

71,696,678.70 71,696,678.70

fair value measurement

(V) Tradable financial

46,695,875.00 46,695,875.00

liabilities

Financial Derivative

46,695,875.00 46,695,875.00

liabilities

II. Inconsistent fair value -- -- -- --

205

2015 Annual Report of Lu Thai Textile Co., Ltd.

measurement

2. Market price recognition basis for consistent and inconsistent fair value measurement items at level 1

The Company recognized in according to the closing price of stock on 31 Dec. 2015 and in line

with the forward settlement of exchange offer of the bank fair value measurement items at level 1.

3. Valuation technique adopted and nature and amount determination of important parameters for

consistent and inconsistent fair value measurement items at level 2

4. Valuation technique adopted and nature and amount determination of important parameters for

consistent and inconsistent fair value measurement items at level 3

5. Sensitiveness analysis on unobservable parameters and adjustment information between opening and

closing book value of consistent fair value measurement items at level 3

6. Explain the reason for conversion and the policy governing when the conversion happens if conversion

happens among consistent fair value measurement items at different levels

7. Changes in the valuation technique in the current period and the reason for change

8. Fair value of financial assets and liabilities not measured at fair value

9. Other

XII. Related party and related Transaction

1. Information related to parent company of the Company

Proportion of voting

Proportion of share

rights owned by

Name of parent held by parent

Registration place Nature of business Registered capital parent company

company company against the

against the Company

Company (%)

(%)

Zibo Lucheng Textile, electrical

Textile Investment Zibo power and 63,260,000 14.69% 14.69%

Co., Ltd. investment

Notes: Information on the parent company:

The finial control of the Company was Mr. Liu Shizhen

Notes:

206

2015 Annual Report of Lu Thai Textile Co., Ltd.

2. Subsidiaries of the Company

See details to Notes IX. 1. Equity in subsidiary.

3. Information on the joint ventures and associated enterprises of the Company

The details of significant joint venture and associated enterprise of the Company

Information on other joint venture and associated enterprise of occurring related party transactions with the Company in reporting

period, or form balance due to related party transactions in previous period:

Name Relationship

Other notes

4. Information on other related parties of the Company

Name Relationship

Zibo Stanluian Cosmetics Co., Ltd. (hereinafter called Affiliated person (the same chairman of the Board with the

“Stanluian”) Company)

Zibo Taimei Ties Co., Ltd. (hereinafter called Taimei Ties) Controlled subsidiary of the parent company

Zibo Limin Purified Water Co., Ltd. (hereinafter called Limin

Wholly-owned subsidiary of the parent company

Purified Water)

Zibo Luqun Land Co., Ltd (hereinafter called Luqun Land) Wholly-owned subsidiary of the parent company

Chengshun Heating Controlled subsidiary of the parent company

Zibo Limin Walling Material Co., Ltd. (hereinafter referred to as Controlled subsidiary of the wholly-owned subsidiary of the

Limin Walling) Company

Zibo Lurui Fine Chemical Co., Ltd. (hereinafter referred to as

Controlled subsidiary of the parent company

Lurui Chemical)

Zibo Lujia Property Management Co. , Ltd. (hereinafter referred

Wholly-owned subsidiary of the parent company

to as Lujia Property)

Other notes

5. List of related-party transactions

(1) Information on acquisition of goods and reception of labor service (unit: ten thousand Yuan)

Information on acquisition of goods and reception of labor service (unit: ten thousand Yuan)

Unit: RMB Yuan

The approval trade Whether exceed trade Same period of last

Related-party Content Reporting period

credit credit or not year

Zibo Lucheng Towel, sock, oil

10,664,706.25 15,000,000.00 No 9,008,950.91

Textile Investment product,

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2015 Annual Report of Lu Thai Textile Co., Ltd.

Co., Ltd. supermarket retail,

welfare, electronic

products, computer

equipment,

computer supplies,

paper core, hose

processing fees,

etc.

Gift box for

cosmetic, lotion,

Stanluian Company 166,565.07 152,497.47

washing-up liquid,

Liquid soap, etc.

Goods processing

Taimei Ties 989,608.31 1,023,260.31

fee

Limin Purified Sewage treatment,

9,152,198.70 14,423,200.00 No 9,105,162.48

Water materials

Limin Walling Building materials 224,266.67

Lurui Fine

Equipment 29,059.83

Chemical

Lurui Fine

Auxiliaries 71,967,937.29 80,000,000.00 No 43,683,120.01

Chemical

Information of sales of goods and provision of labor service

Unit: RMB Yuan

Related-party Content Reporting period Same period of last year

Sales of materials, electricity,

Zibo Lucheng Textile

running water, steam and 215,167.98 206,738.98

Investment Co., Ltd.

LED lamp

Zibo Lucheng Textile Sales of dyed yarn, fabric and

686,963.97 655,798.17

Investment Co., Ltd. garments

Sales of electricity, heating

Taimei Ties 19,820.34 20,787.92

charges, garment etc.

Sales of materials, electricity,

Stanluian Company running water, heating 35,778.98 55,253.10

charges, and LED lamp

Sales of materials, garment,

Limin Purified Water 29,816.47 38,154.29

and LED lamp

Sales of garments, equipment,

Lurui Fine Chemical LED lamp, fabric, auxiliaries 967,389.83 123,141.44

and lunch components

Chengshun Heating Sales of materials, power, hot 5,129,186.09 4,186,147.42

208

2015 Annual Report of Lu Thai Textile Co., Ltd.

water, running water, Low

temperature hot water, pipe

flushing fee and garment

Sales of materials and

Lujia Property 92,734.28 42,055.19

recycled water

Notes:

(2) Related trusteeship/contract

Lists of related trusteeship/contract:

Unit: RMB Yuan

Name of the Name of the Income

entruster/contract entrustee/ Type Initial date Due date Pricing basis recognized in the

ee contractor reporting period

Notes:

Lists of entrust/contractee

Unit: RMB Yuan

Name of the Name of the Charge

entruster/contract entrustee/ Type Initial date Due date Pricing basis recognized in the

ee contractor reporting period

Notes:

(3) Information of related lease

The Company was lessor:

Unit: RMB Yuan

The lease income confirmed in The lease income confirmed in

Name of lessee Category of leased assets

this year last year

Zibo Lucheng Textile

Houses and buildings 390,400.00 390,400.00

Investment Co., Ltd.

Chengshun Heating Houses and buildings 1,350.00

The Company was lessee:

Unit: RMB Yuan

The lease income confirmed in

lessor Category of leased assets Category of leased assets

this year

Zibo Lucheng Textile

Rent of land 3,995,600.00 3,995,600.00

Investment Co., Ltd.

Zibo Lucheng Textile

Rent of gas station 526,800.00 526,800.00

Investment Co., Ltd.

Zibo Lucheng Textile Rent of land and buildings 8,197,200.00 8,197,200.00

209

2015 Annual Report of Lu Thai Textile Co., Ltd.

Investment Co., Ltd.

Luqun Property Rent of land and buildings 1,802,400.00 1,802,400.00

Zibo Lucheng Textile

Rent of houses 4,417,200.00 4,417,200.00

Investment Co., Ltd.

Notes:

(4) Related-party guarantee

The Company was guarantor:

Unit: RMB Yuan

Execution accomplished

Secured party Guarantee amount Start date End date

or not

The Company was Secured party

Unit: RMB Yuan

Execution accomplished

Guarantor: Guarantee amount Start date End date

or not

Notes:

(5) Inter-bank lending of capital of related parties:

Unit: RMB Yuan

Amount borrowed and

Related-party Initial date Due date Explanation

loaned

Borrowed

Loaned

(6) Related party asset transfer and debt restructuring

Unit: RMB Yuan

Related-party Content Reporting period Same period of last year

Luqun Property Houses and buildings 31,416,086.66

(7) Rewards for the key management personnel

Unit: RMB Yuan

Item Reporting period Same period of last year

Rewards for the key management

22,455,700.00 22,502,000.00

personnel

210

2015 Annual Report of Lu Thai Textile Co., Ltd.

(8) Other related-party transactions

6. Receivables and payables of related parties

(1) Receivables

Unit: RMB Yuan

Closing balance Opening balance

Name o f item Related-party

Book balance Bad debt provision Book balance Bad debt provision

(2) Payables

Unit: RMB Yuan

Name o f item Related-party Closing book balance Opening book balance

Zibo Lucheng Textile

Accounts payable 131,696.00 391,531.00

Investment Co., Ltd

Accounts payable Taimei Ties 100,485.00

7. Related party commitment

8. Other

XIII. Commitments and contingency

1. Significant commitments

Significant commitments at balance sheet date

Capital commitments

Item Closing balance (RMB Ten Opening balance (RMB Ten

thousand Yuan) thousand Yuan)

Commitments signed but hasn’t been recognized

in financial statements

-- Commitment for constructing and purchasing 5,524.91 4,234.11

long-term assets

Total 5,524.91 4,234.11

2. Contingency

(1) Significant contingency at balance sheet date

As of 31 Dec. 2015, there was no significant contingency to be disclosed.

211

2015 Annual Report of Lu Thai Textile Co., Ltd.

(2) The Company have no significant contingency to disclose, also should be stated

There was no significant contingency in the Company.

3. Other

XIV. Events after balance sheet date

1. Significant events had not adjusted

Unit: RMB Yuan

Influence number to the

Reason of unable to estimate

Item Content financial position and operating

influence number

results

2. Profit distribution

Unit: RMB Yuan

Profits or dividends planned for distribution 477,203,948.00

Profits or dividends declared for distribution upon review and

477,203,948.00

approval

3. Sales return

4. Notes of other significant events

XV. Other significant events

1. Other important transactions and events have an impact on investors’ decision-making

XVI. Notes of main items in the financial statements of the Company

1. Accounts receivable

(1) Accounts receivable classified by category

Unit: RMB Yuan

Closing balance Opening balance

Category

Book balance Bad debt provision Book Book balance Bad debt provision Book value

212

2015 Annual Report of Lu Thai Textile Co., Ltd.

Withdra value

Proportio wal Proportio Withdrawal

Amount Amount Amount Amount

n proportio n proportion

n

Accounts receivable

with insignificant

single amount for 120,361, 72,592,9 47,768,13

37.90% 60.31%

which bad debt 083.64 47.77 5.87

provision separately

accrued

Accounts receivable

withdrawal of bad

197,230, 9,869,96 187,360,3 348,586 26,689,90 321,897,07

debt provision of by 62.10% 5.00% 100.00% 7.66%

287.58 9.51 18.07 ,979.40 4.79 4.61

credit risks

characteristics:

317,591, 82,462,9 235,128,4 348,586 26,689,90 321,897,07

Total 100.00% 25.97% 100.00% 7.66%

371.22 17.28 53.94 ,979.40 4.79 4.61

Accounts receivable with significant single amount for which bad debt provision separately accrued at the period-end

√ Applicable □ Inapplicable

Unit: RMB Yuan

Accounts receivable Closing balance

(entity) Account receivable Bad debt provision Withdrawal proportion Withdrawal reason

Due to the losses of the

Company’s subsidiary

Beijing Innovative 120,361,083.64 72,592,947.77 60.31% Beijing Innovative, the

amount of net asset was

negative.

Total 120,361,083.64 72,592,947.77 -- --

In the groups, accounts receivable adopting aging analysis method to withdraw bad debt provision:

√ Applicable □ Inapplicable

Unit: RMB Yuan

Closing balance

Aging

Account receivable Bad debt provision Withdrawal proportion

Subentry within 1 year

Within 1 year 197,061,184.98 9,853,059.25 5.00%

Subtotal of within 1 year 197,061,184.98 9,853,059.25 5.00%

1 to 2 years 169,102.60 16,910.26 10.00%

Total 197,230,287.58 9,869,969.51 5.00%

Notes:

213

2015 Annual Report of Lu Thai Textile Co., Ltd.

In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision:

□ Applicable √ Inapplicable

In the groups, accounts receivable adopting other methods to withdraw bad debt provision:

(2) Bad debt provision withdrawal, reversed or recovered in the report period

The withdrawal amount of the bad debt provision during the reporting period was of RMB55,

773,012.49; the amount of the reversed or collected part during the reporting period was of

RMB000.

Significant amount of reversed or recovered bad debt provision:

Unit: RMB Yuan

Name of the entity Amount Method

(3) Particulars of the actual verification of accounts receivable during the reporting period

Unit: RMB Yuan

Item Amount

Of which: significant actual verification of accounts receivable

Unit: RMB Yuan

Whether occurred

Name of the entity Nature Amount Reason Procedure because of related

party transactions

Notes:

(4) Top five of account receivable of closing balance collected by arrears party

The total amount of top five of account receivable of closing balance collected by arrears party

was RMB193, 100,382.40, 60.80% of total closing balance of account receivable, the relevant

closing balance of bad debt provision withdrawn was RMB76, 229,912.71.

(5) Derecogniziton of account receivable due to the transfer of financial assets

(6) The amount of the assets and liabilities formed by the transfer and the continues involvement of

accounts receivable

Notes:

2. Other accounts receivable

(1) Other account receivable classified by category

Unit: RMB Yuan

214

2015 Annual Report of Lu Thai Textile Co., Ltd.

Closing balance Opening balance

Book balance Bad debt provision Book balance Bad debt provision

Category Withdra

Book

Proportio wal Proportio Withdrawal Book value

Amount Amount value Amount Amount

n proportio n proportion

n

Other accounts

receivable withdrawn

36,565,3 3,024,83 33,540,54 30,826, 2,777,139 28,049,517.

bad debt provision 100.00% 8.27% 100.00% 9.01%

79.68 9.14 0.54 657.21 .42 79

according to credit

risks characteristics

36,565,3 3,024,83 33,540,54 30,826, 2,777,139 28,049,517.

Total 100.00% 8.27% 100.00% 9.01%

79.68 9.14 0.54 657.21 .42 79

Other accounts receivable with significant single amount for which bad debt provision separately accrued at the period-end

□ Applicable √ Inapplicable

In the groups, other accounts receivable adopting aging analysis method to withdraw bad debt provision:

√ Applicable □ Inapplicable

Unit: RMB Yuan

Closing balance

Aging

Other accounts receivable Bad debt provision Withdrawal proportion

Subentry within 1 year

Within 1 year 31,038,917.83 1,551,945.89 5.00%

Subtotal of within 1 year 31,038,917.83 1,551,945.89 5.00%

1 to 2 years 831,732.53 83,173.25 10.00%

2 to 3 years 186,987.98 37,397.60 20.00%

Over 3 years 4,507,741.34 1,352,322.40 30.00%

Total 36,565,379.68 3,024,839.14 8.27%

Notes:

In the groups, other accounts receivable adopting balance percentage method to withdraw bad debt provision

□ Applicable √ Inapplicable

In the groups, other accounts receivable adopting other methods to withdraw bad debt provision:

□ Applicable √ Inapplicable

(2) Bad debt provision withdrawal, reversed or recovered in the report period

The withdrawal amount of the bad debt provision during the reporting period was of RMB247,699.72; the amount of the reversed or

collected part during the reporting period was of RMB000.

Of which the significant amount of the reversed or collected part during the reporting period:

Unit: RMB Yuan

215

2015 Annual Report of Lu Thai Textile Co., Ltd.

Name of the entity Reversed or collected amount Method

(3) Particulars of the actual verification of other accounts receivable during the reporting period

Unit: RMB Yuan

Item Amount

Of which: significant actual verification of other accounts receivable

Unit: RMB Yuan

Whether occurred

Name of the entity Nature Amount Reason Procedure because of related

party transactions

Notes of write-off other accounts receivable:

(4) Other account receivable classified by account nature

Unit: RMB Yuan

Nature Closing book balance Opening book balance

Intercourse funds 4,175,136.88 2,861,317.03

Export rebates 16,073,852.13 8,218,844.96

Payment on behalf 11,217,554.27 13,311,113.23

The deposit and guarantee 2,427,649.51 2,191,658.50

Borrowings and deposit 757,574.35 2,121,376.44

Other 1,913,612.54 2,122,347.05

Total 36,565,379.68 30,826,657.21

(5) Top 5 of the closing balance of the other accounts receivable collected according to the arrears party

Unit: RMB Yuan

Closing balance of

Name of the entity Nature Closing balance Aging Proportion%

bad debt provision

Refund of tax for

Export rebates 16,073,852.13 Within 1 year 43.96% 803,692.61

export receivable

Accounts receivable

Advance money for

of advance money for

the social security

the social security

undertake by the 6,053,141.26 Within 1 year 16.55% 302,657.06

undertake by the

individual of the

individual of the

employee

employee

Lu Thai (Cambodia) Intercourse funds 4,097,305.95 Within 1 year 11.21% 204,865.30

216

2015 Annual Report of Lu Thai Textile Co., Ltd.

Deposits for wages Deposits for wages

paid to migrant paid to migrant

1,458,593.50 Over 3 years 3.99% 437,578.05

workers of Zichuan workers of

District, Zibo city infrastructure works

Alipay (China) Within 1

The cash pledge and

Network Technology 471,537.88 year ,1-2years, 2-3 1.29% 51,265.09

guarantee

Co., Ltd. years

Total -- 28,154,430.72 -- 77.00% 1,800,058.11

(6) Account receivable involving government subsidies

Unit: RMB Yuan

Project of government Estimated recovering

Name of the entity Closing balance Closing aging

subsidies time, amount and basis

(7) Other account receivable derecognized due to the transfer of financial assets

(8) Amount of transfer other account receivable and assets and liabilities formed by its continuous

involvement

Notes:

3. Long-term equity investment

Unit: RMB Yuan

Closing balance Opening balance

Item Depreciation Depreciation

Book balance Book value Book balance Book value

reserves reserves

Investment to the

1,613,379,740.04 35,675,000.00 1,577,704,740.04 1,170,861,572.56 1,170,861,572.56

subsidiary

Total 1,613,379,740.04 35,675,000.00 1,577,704,740.04 1,170,861,572.56 1,170,861,572.56

(1) Investment to the subsidiary

Unit: RMB Yuan

Withdrawn

Closing balance

impairment

Investee Opening balance Increase Decrease Closing balance of impairment

provision in the

provision

reporting period

Beijing Innovative 25,200,000.00 25,200,000.00 25,200,000.00 25,200,000.00

Xinjiang Luthai 147,303,034.16 147,303,034.16

217

2015 Annual Report of Lu Thai Textile Co., Ltd.

Xinsheng Power 176,340,737.93 176,340,737.93

Lufeng Weaving &

529,620,000.00 529,620,000.00

Dyeing

Luqun Textile 171,784,550.00 171,784,550.00

Luthai (Hong

6,366,600.00 122,405,200.00 128,771,800.00

Kong)

Lufeng Sunshine 15,000,000.00 15,000,000.00 10,475,000.00 10,475,000.00

Shanghai Luthai 20,000,000.00 20,000,000.00

Lu Thai

70,585,030.47 37,638,933.91 108,223,964.38

(Cambodia)

Lu Thai (America) 3,670,380.00 3,103,920.00 6,774,300.00

Lu Thai(Burma) 491,240.00 61,836,513.57 62,327,753.57

Beijing Youxian 4,500,000.00 4,500,000.00 9,000,000.00

Lu Thai (Vietnam) 213,033,600.00 213,033,600.00

Total 1,170,861,572.56 442,518,167.48 1,613,379,740.04 35,675,000.00 35,675,000.00

(2) Investment to joint ventures and associated enterprises

Unit: RMB Yuan

Increase/decrease in reporting period

Investme Closing

Adjustme

nt profit Withdraw balance

Additiona nt of Declarati

Opening Negative and loss Other n Closing of

Investee l other on of cash

balance investmen recognize equity impairme Other balance impairme

investmen comprehe dividends

t d under changes nt nt

t nsive or profits

the equity provision provision

income

method

I. Joint ventures

II. Associated enterprises

(3) Other notes

4. Revenues and operating costs

Unit: RMB Yuan

Reporting period Same period of last year

Item

Revenue Operating costs Revenue Operating costs

Main operations 4,760,669,805.94 3,504,388,812.66 4,567,509,952.85 3,214,341,389.02

218

2015 Annual Report of Lu Thai Textile Co., Ltd.

Other operations 183,360,368.55 144,071,749.25 157,011,104.51 114,158,449.22

Total 4,944,030,174.49 3,648,460,561.91 4,724,521,057.36 3,328,499,838.24

Notes:

5. Investment income

Unit: RMB Yuan

Item Reporting period Same period of last year

Long-term equity investment income

217,976,429.21 59,921,434.43

accounted by cost method

Investment income received from disposal of

financial assets measured by fair value and

33,986,744.40 24,355,244.66

the changes be included in the current profits

and losses during holding period

Total 251,963,173.61 84,276,679.09

6. Other

XVII. Supplementary materials

1. Items and amounts of extraordinary gains and losses

√ Applicable □ Inapplicable

Unit: RMB Yuan

Item Amount Explanation

Gains/losses on the disposal of non-current

-4,666,157.56

assets

Tax rebates, reductions or exemptions due to

approval beyond authority or the lack of 43,266,788.43

official approval documents

Gain/loss from change of fair value of

transactional assets and liabilities, and

investment gains from disposal of

transactional financial assets and liabilities -29,145,915.85

and available-for-sale financial assets, other

than valid hedging related to the Company’s

common businesses

Other non-operating income and expenses

3,432,535.47

other than the above

Less: Income tax effects 12,302,309.25

219

2015 Annual Report of Lu Thai Textile Co., Ltd.

Minority interests effects 6,654,823.94

Total -6,069,882.70 --

Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory

Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and

Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item

□ Applicable √ Inapplicable

2. Return on equity (ROE) and earnings per share (EPS)

EPS(Yuan/share)

Profit as of reporting period Weighted average ROE (%)

EPS-basic EPS-diluted

Net profit attributable to common

10.66% 0.750 0.750

shareholders of the Company

Net profit attributable to common

shareholders of the Company after

10.76% 0.75 0.75

deduction of non-recurring profit

and loss

3. Differences between accounting data under domestic and overseas accounting standards

(1) Differences of net profit and net assets disclosed in financial reports prepared under international and

Chinese accounting standards

√ Applicable □ Inapplicable

Unit: RMB Yuan

Net profit Net asset

Reporting period Same period of last year Closing balance Opening balance

According to Chinese

712,193,243.19 958,725,402.84 6,837,113,075.58 6,588,772,245.55

accounting standards

Items and amounts adjusted according to international accounting standards

Impact on domestic

equipments tax credit

recognized as deferred

1,015,000.00 1,225,000.00 -1,054,000.00 -2,069,000.00

income under

international accounting

standards

According to international

713,208,243.19 959,950,402.84 6,836,059,075.58 6,586,703,245.55

accounting standards

220

2015 Annual Report of Lu Thai Textile Co., Ltd.

(2) Differences of net profit and net assets disclosed in financial reports prepared under overseas and

Chinese accounting standards

□ Applicable √ Inapplicable

(3) Explain reasons for the differences between accounting data under domestic and overseas accounting

standards, for audit data adjusting differences had been foreign audited, should indicate the name of the

foreign institutions

Effects of domestic equipment exempted from income tax

The Company exempted from income tax for buying domestic equipment. According to Chinese accounting standards, the income

tax expenses are directly reduced which are recognized as deferred income related to assets by the international accounting standards.

According to the regulations of the international accounting standards, this difference is amortized over the fixed using periods of

year of the fixed assets and adjusting net income and net assets.

4. Other

221

2015 Annual Report of Lu Thai Textile Co., Ltd.

Section XI. Documents Available for Reference

1. Accounting statement signed by legal representative, responsible person in charge of accounting work and

responsible person of accounting department;

2. The original of Auditors’ Report carried with the seal of the accounting firm, as well as the personal signatures

of certified public accountants.

3. The originals of all documents and manuscripts of Public Notices of the Company disclosed publicly on

Securities Times, Shanghai Securities News and Ta Kung Pao.

Board Chairman: Liu Zibin

Lu Thai Textile Co., Ltd.

30 Mar. 2016

222

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