鲁 泰B:2016年年度报告(英文版)

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Lu Thai Textile Co., Ltd. Annual Report 2016

LU THAI TEXTILE CO., LTD.

ANNUAL REPORT 2016

March 2017

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Lu Thai Textile Co., Ltd. Annual Report 2016

Section I Important Statements, Contents and Definitions

The board of directors (the “Board”), the supervisory board (the “Supervisory Board”), as

well as the directors, supervisors and executive officers of Lu Thai Textile Co., Ltd. (the

“Company”) hereby guarantee the factuality, accuracy and completeness of the contents of

this Report, and shall be jointly and severally liable for any false representation, misleading

statements or material omissions in this Report.

Liu Zibin, head of the Company, Zhang Hongmei, accounting head for this Report, and

Zhang Keming, head of the accounting department (head of accounting), hereby guarantee

that the Financial Report carried 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

Xu Zhinan Director For reason of work Liu Zibin

Zeng Facheng Director For reason of work Liu Zibin

Chen Ruimou Director For reason of work Qin Guiling

Xu Jianjun Independent Director For reason of work Bi Xiuli

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 Performance Discussion and Analysis” 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

2017. 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 Board has considered and approved the following proposal for profit distribution: Based

on the total shares of 922,602,311, a cash dividend of RMB5.00 (tax inclusive) per 10 shares

will be distributed to all shareholders of the Company. No bonus shares will be granted, nor

will any capital reserve be converted into share capital.

This Annual Report and its abstract have been prepared in both Chinese and English. Should

there be any discrepancies or misunderstandings between the two versions, the Chinese

version shall prevail.

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Lu Thai Textile Co., Ltd. Annual Report 2016

Table of Contents

Section I Important Statements, Contents and Definitions ............................................................ 2

Section II Corporate Profile and Financial Results ........................................................................ 5

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

Section IV Performance Discussion and Analysis ......................................................................... 12

Section V Significant Events ........................................................................................................... 32

Section VI Share Changes and Shareholders’ Profile ................................................................... 45

Section VII Preference Shares......................................................................................................... 53

Section VIII Directors, Supervisors, Executive Officers and Staff .............................................. 54

Section IX Corporate Governance ................................................................................................. 66

Section X Corporate Bonds ............................................................................................................. 78

Section XI Financial Report ............................................................................................................ 78

Section XII Documents Available for Reference ......................................................................... 218

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Lu Thai Textile Co., Ltd. Annual Report 2016

Definitions

Term Definition

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, 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 January 1, 2016-December 31, 2016

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Lu Thai Textile Co., Ltd. Annual Report 2016

Section II Corporate Profile and Financial Results

I Corporate information

Stock name Lu Thai A, Lu Thai B Stock code 000726, 200726

Changed stock name (if any) N/A

Stock exchange Shenzhen Stock Exchange

Company name in Chinese 鲁泰纺织股份有限公司

Abbr. 鲁泰纺织

Company name in English (if

LU THAI TEXTILE CO., LTD.

any)

Abbr. (if any) LTTC

Legal representative Liu Zibin

Registered address No. 11, Mingbo Road, High-tech Industry Development Zone, Zibo, Shandong, P.R.China

Zip code 255086

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

Office address

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

Zip code 255100;255086

Company website www.lttc.com.cn

Email lttc@lttc.com.cn

II Contact information

Board Secretary Securities Representative

Name Qin Guiling Zheng Weiyin, Li Kun

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

Address

District, Zibo, Shandong, P.R.China District, Zibo, Shandong, P.R.China

Tel. 0533-5266188 0533-5285166

Fax 0533-5418805 0533-5418805

E-mail qinguiling@lttc.com.cn wyzheng@lttc.com.cn,likun@lttc.com.cn

III Information disclosure and place where this Report is kept

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

information disclosure Ta Kung Pao (HK)

Website designated by the China Securities www.cninfo.com.cn

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Lu Thai Textile Co., Ltd. Annual Report 2016

Regulatory Commission (CSRC) for the publication

of this Report

Place where this Report is kept The Securities Department of the Company

IV Company registration and alteration

Credibility code 91370300613281175K

Changes in main business activities of the Company after going public (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.

Accountants writing signatures He Feng, Cui Xiaoli

Sponsor engaged by the Company to continuously perform its supervisory function during this Reporting Period

□ Applicable √ Not applicable

Financial advisor engaged by the Company to continuously perform its supervisory function during this Reporting

Period

□ Applicable √ Not applicable

VI Accounting and financial results

Indicate by tick mark whether the Company performed any retroactive adjustments to or restatement of its

accounting data due to changes of accounting policies or correction of accounting errors

□ Yes √ No

2016 2015 +/-% 2014

Operating revenues (RMB) 5,981,751,344.63 6,173,322,778.61 -3.10% 6,169,688,792.53

Net profit attributable to shareholders of the

805,446,326.99 712,193,243.19 13.09% 958,725,402.84

Company (RMB)

Net profit attributable to shareholders of the

759,471,125.12 718,263,125.89 5.74% 876,095,180.42

Company before exceptional profit and loss (RMB)

Net cash flows from operating activities (RMB) 1,310,765,281.28 1,027,595,404.34 27.56% 1,112,095,349.02

Basic earnings per share (RMB/share) 0.85 0.75 13.33% 1.000

Diluted earnings per share (RMB/share) 0.85 0.75 13.33% 1.000

Weighted average return on equity (%) 11.71% 10.66% 1.05% 15.39%

December 31, 2016 December 31, 2015 +/-% December 31, 2014

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Lu Thai Textile Co., Ltd. Annual Report 2016

Total assets (RMB) 9,407,103,263.34 9,091,170,499.22 3.48% 8,627,671,393.88

Net assets attributable to shareholders of the

6,937,985,729.19 6,837,113,075.58 1.48% 6,588,772,245.55

Company (RMB)

VII Differences in accounting data under domestic and foreign accounting standards

1. Differences in the net profit and the net assets disclosed in the financial reports prepared under Chinese

and international accounting standards

√ Applicable □ Not applicable

Unit: RMB

Net profit attributable to shareholders of the Net assets attributable to shareholders of

Company the Company

2016 2015 Closing amount Opening amount

According to Chinese accounting

805,446,326.99 712,193,243.19 6,937,985,729.19 6,837,113,075.58

standards

Items and amounts adjusted according to international accounting standards

Impact on domestic equipment tax credit

recognized as deferred income under 725,000.00 1,015,000.00 -329,000.00 -1,054,000.00

international accounting standards

According to international accounting

806,171,326.99 713,208,243.19 6,937,656,729.19 6,836,059,075.58

standards

2. Differences in the net profit and the net assets disclosed in the financial reports prepared under Chinese

and foreign accounting standards

□ Applicable √ Not applicable

No such differences for this Reporting Period.

3. Reasons for the differences in accounting data under domestic and foreign accounting standards

√ Applicable □ Not applicable

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.

VIII Financial results by quarter

Unit: RMB

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Lu Thai Textile Co., Ltd. Annual Report 2016

1Q 2Q 3Q 4Q

Operating revenues 1,282,806,624.05 1,548,520,148.98 1,433,914,063.96 1,716,510,507.64

Net profit attributable to shareholders of the Company 150,268,522.21 194,372,662.52 236,519,891.59 224,285,250.67

Net profit attributable to shareholders of the Company

137,542,633.98 195,694,228.53 222,917,425.85 203,316,836.76

before exceptional profit and loss

Net cash flows from operating activities 183,258,282.60 380,149,064.83 527,827,860.41 219,530,073.44

Indicate by tick mark whether there are 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 Exceptional profit/loss

√ Applicable □ Not applicable

Unit: RMB

Item 2016 2015 2014 Note

Profit/loss on disposal of non-current assets (including offset asset

-8,321,693.49 -4,666,157.56 -3,316,012.55

impairment provisions)

Government grants charged to the profit/loss for this Reporting Period

(except for the government grants closely related to the business of the

64,121,633.01 43,266,788.43 99,126,878.52

Company and given at a fixed quota or amount in accordance with the

State’s uniform standards)

Profit/loss on fair value changes of transactional financial assets and

liabilities & investment income from disposal of transactional financial

3,212,471.16 -29,145,915.85 -5,319,435.30

assets and liabilities as well as financial assets available for sale, except

for effective hedges related to routine operations of the Company

Non-operating income and expense other than the above 3,926,191.60 3,432,535.47 21,173,199.30

Less: Corporate income tax 3,065,724.25 12,302,309.25 22,913,850.04

Minority interests (after tax) 13,897,676.16 6,654,823.94 6,120,557.51

Total 45,975,201.87 -6,069,882.70 82,630,222.42 --

Explanation of why the Company classified an item as exceptional profit/loss according to the definition in the

Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the

Public—Exceptional Profit and Loss, or reclassified any exceptional profit/loss item given as an example in the

said explanatory announcement to recurrent profit/loss

□ Applicable √ Not applicable

No such cases in this Reporting Period.

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Lu Thai Textile Co., Ltd. Annual Report 2016

Section III Business Profile

I. Main business during the Reporting Period

Whether the Company needs to comply with the disclosure requirements of the particular industry

No

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.

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

RMB 154,668,358.96 as at 31 Dec. 2016, reduce 24.59% 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.

RMB 117,120,463.50 as at 31 Dec. 2016, up 1753.24 % from opening amount, mainly

Engineer material

because of new inputs to Lu Thai (Vietnam) equipment addition project.

2. Main assets overseas

√ Applicable □ Not applicable

Operating Control In the Major

Asset Formation Asset size Location Earnings

model measures to Company’s impairment

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Lu Thai Textile Co., Ltd. Annual Report 2016

ensure asset net assets (%) risk

safety

Main

Lu Thai

management

(Hong Kong) 153,790,829.

Incorporated Hong Kong Marketing personnel 3,319,747.13 2.07% No

Textile Co., 75

sent by the

Ltd.

Company

Main

Lu Thai

management

(America)

Incorporated 5,955,611.11 New York Marketing personnel -693,781.68 0.08% No

Textile Co.,

sent by the

Ltd.

Company

Main

Lu Thai

management

(Cambodia) 156,072,805.

Incorporated Svay Rieng OEM personnel 2,799,831.58 2.11% No

Textile Co., 94

sent by the

Ltd.

Company

Main

Lu Thai

management

(Burma) 80,820,486.7

Incorporated Rangoon OEM personnel -7,106,520.52 1.09% No

Textile Co., 5

sent by the

Ltd.

Company

Main

Lu Thai

management

(Vietnam) 785,946,483. -59,910,174.1

Incorporated Tay Ninh OEM personnel 10.60% No

Textile Co., 25 1

sent by the

Ltd.

Company

Main

Lu An management

104,615,350. Anjiang, -11,655,275.5

Garments Incorporated OEM personnel 1.41% No

30 Vietnam 2

Co., Ltd. sent by the

Company

III. Core competitiveness analysis

Whether the Company needs to comply with the disclosure requirements of the particular industry

No

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

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Lu Thai Textile Co., Ltd. Annual Report 2016

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.

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-in draught 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 up gradation.

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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Lu Thai Textile Co., Ltd. Annual Report 2016

Section IV Discussion & Analysis by the Management

I. Summary

In 2016, market demand was sluggish; cost of production factors continuously rose; the import quota of cotton decreased. The

Company stood on its reality in the industry, stably pushed forward the strategy “improve quality and enhance efficiency” and

“overall internationalization”, comprehensively improved service ability of market, popularized excellent performance management,

further improved Lu Thai Production System (LTPS), accelerated the integration of “marketization and internationalization”,

continuously developed innovation motility, carried forward harmonious enterprise culture and “spirit of the craftsman”, guided

employees to practice socialist core values and continuously maintained healthy, stable and sustainable development of the

Company.

For the Reporting Period, the Company achieved operating revenues of RMB 5.982 billion, operating profit of RMB 0.966 billion,

net profit attributable to the shareholders of the Company of RMB 0.805 billion and net profit of RMB 0.759 billion before

exceptional profits and losses. Compared with last year, the aforesaid figures respectively declined 3.1%, rose 14.76%, rose 13.09%

and rose 5.74%. During the Reporting Period, the main business, main profit sources and their structure of the Company remained

unchanged.

During the Reporting Period, the Company progressed in international layout, upgrade of management, innovation-driven and quality

service. The Company ranked first in the list of top 100 enterprises in Chinese textile industry in 2015/2016. It was awarded with the

title “2015 top-100 enterprise of clothing industry” issued by China National Garment Association, selected into the list “2015 top 20

Chinese dyeing and printing enterprises” and awarded with the title “five-star enterprise of performing social responsibility in

Chinese industry” by China Federation of Industrial Economics. During the Reporting Period, the Company passed the confirmation

on “national quality award” which was awarded 3 years ago; it had the honor to successively get the titles “2016 ‘3.15’ International

Consumer Rights Day national excellent enterprise of quality integrity”, “2016 national ‘quality month’ quality integrity advocacy

enterprise”, “national typical enterprise of quality integrity” and “Chinese demonstration enterprise of export quality safety”. It was

awarded as “2016 national textile enterprise of harmonious labor relation”, “national demonstration enterprise of advanced work of

Party building in textile industry”, “2016 talent construction demonstration enterprise in Chinese textile industry”, “national

cultivation base for textile model workers (first batch)” and “commendation prize of Chinese industrial award” by China National

Textile and Apparel Council and Chinese Association for Textile Enterprises Culture Construction. To better utilize technology

accumulation and give full play to the brand superiority of the Company in yam-dyed industry and shirt processing and effectively

integrate domestic and foreign resource superiority in different places, the Company successively set up Lu Thai (Milan) Office, Lu

Thai (America) Textile Co., Ltd., Lu Thai (Cambodia) Textile Co., Ltd., Lu Thai (Burma) Textile Co., Ltd., Lu Thai (Vietnam)

Textile Co., Ltd. and Lu An Garments Co., Ltd. In this way, the Company gets the equal competition platform as international

enterprises in product design, market information collection, after-sale service and products processing. During the Reporting Period,

the first yarn-dyed cloth project of Lu Thai (Vietnam) Textile Co., Ltd. was successfully put into production. After-treatment

production line and Lu An Garments production line are being constructed in order.

Popularize excellent performance management and further perfect Lu Thai Production System (LTPS). During the Reporting

Period, Ministry of Industry and Information Technology promulgated 2016 national industrial enterprises’ typical experience of

“quality benchmarking”. “Quality management with the core of quality, innovation and brand” of our company was recommended.

At the second national exchange meeting of equipment management and innovation achievements of China Association of Plant

Engineering held in Beijing, The Development and Application of OEE in Central Control System got first prize of Chinese

equipment management and innovation achievements. In 2016 national commendation activity for excellent teams of textile quality

management, 14 QC teams of the Company, including “quality improvement team”, were awarded with the title “national excellent

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Lu Thai Textile Co., Ltd. Annual Report 2016

team of textile quality management”. Two items of achievement got second prize of 2016 national quality management team

achievements in textile industry.

Strengthen the integration of intelligentization and automation; constantly upgrade equipment. Through introducing the

intelligent working procedures of Switzerland, Germany and Japan and integrating complete intelligent spinning production line, the

Company raised the efficiency of spinning production. National project of intelligent equipment manufacturing—cooperated with

Companion Group to jointly research and develop Chinese first “digital workshop of bobbin dyeing” which achieves the

center-control dye and intelligent distribution of warp beam. Through popularizing automatic reeding machines, weave efficiency

was raised and intelligent weaving production progressed. Up to now, the Company has preliminarily constructed the intelligent

production plant of spinning, weaving, bleaching and dyeing. Intelligent manufacture has shown its rudiment.

Lay emphasis on the investment in research, development and innovation; guarantee the driving force to sustainable

development. In 2016, the Company focused on strategic target, strengthened new products development, custom-made

development, scientific problem tackling and innovation, carried forward energy conservation and emission reduction, constantly

researched and applied new materials and new technologies and continuously enhanced core competitiveness of the Company. The

Company carried out custom-made development for “important customers”, built R & D team to exchange with the customers

periodically, timely knew customers’ demand and market direction and met their personalized product demand. At the same time, the

Company cooperated with professional colleges, downstream enterprises and upstream enterprises, pushed forward innovation and

development, expanded the innovation and application of new-type fiber and diversified structure of products.

The Company tackled key problems of “bottleneck” technology and new breakthrough was got to technological problems. In 2016,

the group company set up 212 technical topics, including spinning, weaving, dyeing, processing, clothing manufacture, energy,

environmental protection, information, brand and so on which closely related to development of the group. In 2016 Lu Thai meeting

of scientific and technological achievements authentication, 2 items of technology reached international leading level and 1 item of

technology reached international advanced level through the field authentication of experts team.

In the latest years, the Company has successfully developed more than 600 items of new technology and new products. Among them,

11 items reached international leading level; 28 items reached international advanced level. By 2016, the Company had undertaken

15 national-level and provincial and ministerial-level key research projects, including 1 national Torch Plan, 1 national 863 Program

and 2 national science and technology support programs. 44 national-level and provincial and ministerial-level awards have been got,

including 1 first prize of national scientific and technological progress, 2 second prizes of national scientific and technological

progress and 41 first prizes of provincial and ministerial-level scientific and technological progress. 260 patents had been authorized.

The Company had hosted or participated in establishing 32 national and industrial standards, including 7 national standards and 25

industrial standards.

Carry out green management facing “the future”; ecological development progressed stably. The Company persists in green,

low-carbon and sustainable development, constantly innovates management and has achieved great progress in energy conservation

and emission reduction, pollution control, recycling economy development, the recycle and comprehensive utilization of ammonia,

alkali and PVA, the advanced treatment and recycle of sewage and the incineration and harmless treatment of sludge. China National

Textile and Apparel Council and China Research and Promotion Association of Textile Ecological Civilization jointly initiated

activity “China Textile Ecology Civilization”. Regarding Cultivate and Build Evaluation Index System for Ecological Civilization

Demonstration Enterprises in Textile Industry as review basis, the Company was recommended to be “China Ecological Civilization

Demonstration Enterprise in Textile Industry”. At “2016 China Hi-Tech national annual meeting of energy conservation and

environment protection in printing and dyeing industry”, 2 key items of production technology of the subsidiary corporation Lufeng

Weaving & Dyeing Company Ltd. were assessed to be national tenth-batch advanced technology of energy conservation and

emission reduction in printing and dyeing industry.

In 2016, the Company actively carried forward Zero Discharge of Harmful Chemicals (ZDHC), established Lu Thai system of

ecological safety management and made safety management procedures for chemicals, procedures of new chemicals approval and

the plan of elimination and replacement of harmful chemicals. At the4th CNTAC-ZDHC meeting for interested parties of harmful

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Lu Thai Textile Co., Ltd. Annual Report 2016

chemicals management & green manufacture, the Company was awarded as the optimal pilot plant of ten problems practice pioneer.

Intensify brand construction, bring full industrial chain superiority of the Company into full play and constantly improve the

ability of independent design. During the Reporting Period, the Company optimized services to customers in the research,

development and design of shell fabrics and garments. It had laid firm foundation for creating high-end textile of the world. In 2016,

through attending 19 domestic and foreign large exhibitions and introduction & marketing conferences for customers held in Italy,

Shanghai, Hong Kong, America, Japan and so on, new functional products were presented and introduced to customers. Good

mechanism of communication with customers had been established and the products were favored by them. In 2016 selecting activity

of “Chinese excellent printing and dyeing shell fabric”, Random shell fabric and Glistening Phantom shell fabric of the Company got

first prize; Fantasy shell fabric got second prize. In activity “2016 Chinese shell fabric star survey on most satisfactory products”,

shell fabric of the Company got the prize “the most fashionable style”. In addition, shell fabric Ink Charm of the Company got

bronze prize in 2016 China international competition of shell fabric design & 2017/18 Chinese popular autumn and winter shell

fabric. In the latest years, Lu Thai has got more than 20 Excellence Awards in China international competition of shell fabric design

and ecological and environmental-protection design competition. As the representative of domestic excellent shell fabric enterprises,

many design products have been selected for French TEXWORLD shell fabric exhibition.

The holding subsidiary corporation Beijing Lu Thai Youxian E-Commerce Co., Ltd. used 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 400 telephone. The Company provides customized service for clients in high quality. 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 expands from high-end shirt customization to garment customization, 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.

II. Main business analysis

1. Summary

During the Reporting Period, operation revenue, operating costs, selling expenses and management expense respectively decreased

for 3.10%, 7.74 %, 17.23 % and 1.69 %. At the same time, financial expense and income tax respectively increased for 25.58% and

16.48 %. Increase 25.58% of financial expense was caused by the influence of exchange rate variation and the increase of net loss in

exchange; increase 16.48 % of income tax was caused by the increase of total profit made by parent company and Lufeng;

investment in the year was RMB 0.29 billion which declined for 1.73% comparing with that in the last year; the net cash flow in

business activities increased for 27.56% because the cash for commodity purchase and labor service payment decreased for 14.72 %;

net cash flow generated in investment activities decreased for 67.00% because the cash paid for fixed assets increased for 88.99%

and the cash expenditure for investment increased; net cash flow generated in financing activities decreased for 36.06% because

parent company increased the payment for B share; net increase of cash and cash equivalent decreased for 195.37% because the net

cash flow generated in investment activities decreased for 67.00%.

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Lu Thai Textile Co., Ltd. Annual Report 2016

2. Revenues and costs

(1) Breakdown of the operating revenues

Unit: RMB

2016 2015

In operating In operating +/-

Amount Amount

revenues revenues

Operating revenues 5,981,751,344.63 100% 6,173,322,778.61 100% -3.10%

By segment

Textile and apparel 5,559,988,040.46 92.95% 5,666,835,971.98 91.80% -1.89%

Cotton 12,617,667.25 0.21% 36,667,302.61 0.59% -65.59%

Electricity and steam 109,348,407.76 1.83% 130,561,983.84 2.11% -16.25%

Other 299,797,229.16 5.01% 339,257,520.18 5.50% -11.63%

By product

Fabric products 4,342,679,194.97 72.60% 4,497,661,649.68 72.86% -3.45%

Shirts 1,217,308,845.49 20.35% 1,169,174,322.30 18.94% 4.12%

Cotton 12,617,667.25 0.21% 36,667,302.61 0.59% -65.59%

Electricity and steam 109,348,407.76 1.83% 130,561,983.84 2.11% -16.25%

Other 299,797,229.16 5.01% 339,257,520.18 5.50% -11.63%

By area

Hong Kong 243,268,777.10 4.07% 319,142,637.77 5.17% -23.77%

Japan and South Korea 367,116,617.59 6.14% 404,101,936.72 6.55% -9.15%

Southeast Asia 1,973,589,974.34 32.99% 1,877,255,492.74 30.41% 5.13%

Europe and America 1,065,910,735.22 17.82% 1,002,515,150.25 16.24% 6.32%

Other 429,694,336.29 7.18% 486,694,905.10 7.88% -11.71%

China Mainland 1,902,170,904.09 31.80% 2,083,612,656.03 33.75% -8.71%

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

√ Applicable □ Not applicable

Whether the Company needs to comply with the disclosure requirements of the particular industry

No

Unit: RMB

Operating Gross profit

Operating Gross profit Operating cost:

Operating cost revenue: YoY margin: YoY

revenue margin YoY +/-%

+/-% +/-%

15

Lu Thai Textile Co., Ltd. Annual Report 2016

By segment

Textile and

5,559,988,040.46 3,714,143,672.96 33.20% -1.89% -6.95% 3.64%

apparel

By product

Fabric products 4,342,679,194.97 2,879,947,896.50 33.68% -3.45% -9.12% 4.14%

Shirts 1,217,308,845.49 834,195,776.46 31.47% 4.12% 1.41% 1.83%

By area

Southeast Asia 1,973,589,974.34 1,309,327,081.90 33.66% 5.13% -1.01% 4.12%

Europe and

1,065,910,735.22 721,294,711.28 32.33% 6.32% 2.21% 2.73%

America

China 1,902,170,904.09 1,277,359,785.99 32.85% -8.71% -12.53% 2.94%

Main business data of the previous year restated according to the changed statistical caliber for the Reporting Period

□ Applicable √ Not applicable

(3) Product sales revenue higher than the service revenue

√ Yes □ No

Business segment Item Unit 2016 2015 +/-

Sales volume (0,000 meters) 22,035.33 22,207.14 -0.77%

Textile and fabric Output (0,000 meters) 25,185.85 25,468.85 -1.11%

Stock (0,000 meters) 3,286.52 3,104.67 5.86%

Sales volume (0,000 pieces) 1,844.13 1,837.08 0.38%

Textile and apparel Output (0,000 pieces) 1,856.04 1,859.32 -0.18%

Stock (0,000 pieces) 126.66 126.46 0.16%

Sales volume (ton) 618.91 2,903.68 -78.69%

Cotton Output (ton) 11,013.71 13,634 -19.22%

Stock (ton) 3,760.35 4,683 -19.70%

Sales volume (000 KWH) 95,570.01 108,044.04 -11.55%

Electricity Output (000 KWH) 406,457.36 383,485.09 5.99%

Stock (000 KWH)

Sales volume (ton) 318,171.76 307,894.71 3.34%

Steam Output (ton) 1,235,811.79 1,241,941.61 -0.49%

Stock (ton)

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

√ Applicable □ Not applicable

The external cotton sale of affiliated companies decreased for 78.69% during January-December of 2016 because the cotton sale of

16

Lu Thai Textile Co., Ltd. Annual Report 2016

Xinjiang Lu Thai decreased.

(4) Execution progress of major signed sales contracts in the Reporting Period

□ Applicable √ Not applicable

(5) Breakdown of the operating costs

By segment and product

Unit: RMB

2016 2015

Segment Item +/-

Amount In operating costs Amount In operating costs

Textile and

Operating cost 3,714,143,672.96 92.74% 3,991,647,481.25 91.95% -6.95%

apparel

Cotton Operating cost 11,742,505.52 0.29% 30,736,539.86 0.71% -61.80%

Electricity and

Operating cost 94,471,256.88 2.36% 92,038,888.21 2.12% 2.64%

steam

Other Operating cost 184,663,982.02 4.61% 226,611,967.72 5.22% -18.51%

Unit: RMB

2016 2015

Product Item +/-

Amount In operating costs Amount In operating costs

Fabric products Operating cost 2,879,947,896.50 71.91% 3,169,035,497.16 73.00% -9.12%

Shirts Operating cost 834,195,776.46 20.83% 822,611,984.09 18.95% 1.41%

Cotton Operating cost 11,742,505.52 0.29% 30,736,539.86 0.71% -61.80%

Electricity and

Operating cost 94,471,256.88 2.36% 92,038,888.21 2.12% 2.64%

steam

Other Operating cost 184,663,982.02 4.61% 226,611,967.72 5.22% -18.51%

Note:

Manufacture

Product Period Raw material Labor cost Depreciation Energy Total

expenses

2016 54.82% 17.01% 5.22% 12.86% 10.09% 100.00%

Fabric

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

2016 55.71% 39.10% 1.61% 0.74% 2.84% 100.00%

Shirts

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

(6) Changes in the consolidation scope for the Reporting Period

√ Yes □ No

17

Lu Thai Textile Co., Ltd. Annual Report 2016

During this Reporting Period, the Company set up wholly-owned subsidiary Lu An Garments Co., Ltd. and canceled subsidiary

Beijing Lufeng Sunshine Garments Co., Ltd.

(7) Major changes in the business, products or services in the Reporting Period

□ Applicable √ Not applicable

(8) Main customers and suppliers

Main customers

Total sales to top 5 customers (RMB) 1,240,805,282.08

Ratio of total sales to top 5 customers to annual total sales 20.74%

(%)

Ratio of total sales to top 5 customers to annual total sales 0.00%

from the related party (%)

Information about the top 5 customers

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

1 TAL 406,591,614.86 6.80%

2 OLYMP 266,934,476.74 4.46%

3 CHENFENG (JIANGSU) GARMENT CO., LTD. 232,701,549.04 3.89%

4 THE MEN’S WEARHOUSE 223,286,163.57 3.73%

5 SEIDENSTICKER 111,291,477.87 1.86%

Total -- 1,240,805,282.08 20.74%

Other information about the main customers

□ Applicable √ Not applicable

Main suppliers

Total purchases from top 5 suppliers (RMB) 796,435,937.70

Ratio of total purchases from top 5 suppliers to annual total purchases (%) 20.35%

Ratio of total purchases from top 5 suppliers to annual total purchases from related party (%) 0.00%

Information about the top 5 suppliers

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

ZIBO POWER SUPPLY COMPANY OF

1 STATE GRID SHANDONG ELECTRIC 212,172,341.45 5.42%

POWER COMPANY

XINJIANG PRODUCTION AND

2 CONSTRUCTION CORPS COTTON AND 203,697,535.43 5.20%

LINEN COMPANY

3 ALLENBERG COTTON CO. 153,281,799.32 3.92%

18

Lu Thai Textile Co., Ltd. Annual Report 2016

4 JESS SMITH AND SONS COTTON, LLC 130,591,336.60 3.34%

5 ZIBO SENHAI TRADING COMPANY 96,692,924.90 2.47%

Total -- 796,435,937.70 20.35%

Other information about the main suppliers

□ Applicable √ Not applicable

3. Expense

Unit: RMB

2016 2015 +/-% Reason for any significant change

Selling expenses 158,869,993.22 191,933,295.19 -17.23%

Administrative expenses 659,398,886.58 670,704,384.29 -1.69%

Financial expenses 20,697,661.64 16,481,023.89 25.58%

4. R&D input

√ Applicable □ Not applicable

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

2016 2015 +/-%

Number of R&D personnel 1,703 1,693 0.59%

R&D personnel in total

10.81% 10.17% 0.64%

employees

R&D input (RMB) 289,826,541.83 294,928,756.29 -1.73%

R&D input in operating

4.85% 4.78% 0.07%

revenues

Capitalized R&D input (RMB) 0.00 0.00 0.00%

Capitalized R&D input in total

0.00% 0.00% 0.00%

R&D input

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

□ Applicable √ Not applicable

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

□ Applicable √ Not applicable

5. Cash flows

Unit: RMB

Item 2016 2015 +/-

19

Lu Thai Textile Co., Ltd. Annual Report 2016

Subtotal of cash inflows from operating activities 6,171,600,392.84 6,298,613,072.87 -2.02%

Subtotal of cash outflows from operating activities 4,860,835,111.56 5,271,017,668.53 -7.78%

Net cash flows from operating activities 1,310,765,281.28 1,027,595,404.34 27.56%

Subtotal of cash inflows from investing activities 36,705,249.54 53,217,989.19 -34.97%

Subtotal of cash outflows from investing activities 904,713,137.25 572,981,769.64 57.53%

Net cash flows from investing activities -868,007,887.71 -519,763,780.45 -67.00%

Subtotal of cash inflows from financing activities 2,244,937,867.50 1,535,434,022.24 46.21%

Subtotal of cash outflows from financing activities 2,807,150,042.60 1,948,641,555.44 44.06%

Net cash flows from financing activities -562,212,175.10 -413,207,533.20 -36.06%

Net increase in cash and cash equivalents -110,916,252.83 116,301,675.35 -195.37%

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

√ Applicable □ Not applicable

During the Reporting Period, net cash flow generated in investment activities was RMB 868,007,887.71, decreasing for 67.00%; this

is because the payment for fixed assets increased. Net cash flow generated in financing activities was RMB 562,212,175.10,

decreasing for 36.06%; this is because parent company increased the payment for B share. Net cash and cash equivalent increased for

RMB 110,916,252.83, decreasing for 195.37%; this is because net cash flow generated in investment activities decreased; the

investment in Lu Thai (Vietnam) yarn-dyed fabric project and Lu An garment project increased, which caused the increase of cash

expenditure in investment activities.

Reasons for any big difference between the net operating cash flows and the net profits in the Reporting Period

□ Applicable √ Not applicable

III. Non-core business analysis

√ Applicable □ Not applicable

Unit: RMB

Amount In total profits (%) Source/reason Continuity

Gains on delivery of financial assets such

Investment gains -60,779,660.20 -5.93% No

as forward exchange settlement

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

63,992,131.36 6.24% No

value changes assets and liabilities

Inventory falling price provision, bad-debt

Asset impairment 88,833,415.21 8.66% No

provision, etc.

Non-business

75,254,150.98 7.34% No

revenue Governmental subsidies

Non-business

15,528,019.86 1.51% No

expense Losses on disposal of non-current assets

20

Lu Thai Textile Co., Ltd. Annual Report 2016

IV. Asset and liability analysis

1. Significant changes in the asset composition

Unit: RMB

As at 31 Dec. 2016 As at 31 Dec. 2015 Reason for

Proportion

In total significant

Amount Amount In total assets (%) change(%)

assets (%) change

Monetary funds 662,967,785.49 7.05% 795,501,196.07 8.75% -1.70%

Accounts

293,129,727.93 3.12% 262,848,042.62 2.89% 0.23%

receivable

Inventories 1,816,700,441.85 19.31% 1,743,963,973.24 19.18% 0.13%

Investing real

25,844,090.56 0.27% 0.00% 0.27%

estate

Long-term equity

0.00% 0.00% 0.00%

investment

Fixed assets 5,244,335,459.80 55.75% 4,907,575,469.84 53.98% 1.77%

Construction in

154,668,358.96 1.64% 205,094,029.50 2.26% -0.62%

progress

Short-term

873,261,856.02 9.28% 802,766,318.90 8.83% 0.45%

borrowings

Long-term

135,678,044.89 1.44% 0.00% 1.44%

borrowings

2. Assets and liabilities measured at fair value

√ Applicable □ Not applicable

Unit: RMB

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

are recorded 71,696,678.70 14,122,247.61 85,287,883.87 0.00

into current

gains/losses

(excluding

derivative

21

Lu Thai Textile Co., Ltd. Annual Report 2016

financial assets)

Total of above 71,696,678.70 0.00 0.00 0.00 14,122,247.61 85,287,883.87 0.00

Financial

46,695,875.00 46,695,875.00 0.00 0.00 0.00

liabilities

Significant changes in the measurement attributes of the main assets in the Reporting Period

□ Yes √ No

V. Investment analysis

1. Total investments

□ Applicable √ Not applicable

2. Significant equity investments made in the Reporting Period

□ Applicable √ Not applicable

3. Significant non-equity investments ongoing in the Reporting Period

□ Applicable √ Not applicable

4. Financial investments

(1) Securities investments

√ Applicable □ Not applicable

Unit: RMB

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 27,576, 25,043, -3,464,6 ional Own

c/overse 01788 value 0.00 0.00

Internati 964.80 754.02 20.38 financia funds

as stock method

onal l asset

Transact

Domesti Fair

13,692, 6,086,5 22,867, 2,625,9 ional Own

c/overse 02883 COSL value 0.00

542.85 10.22 472.11 54.60 financia funds

as stock method

l asset

Domesti Lianhua Fair Transact

10,872, 4,200,9 15,581, 141,190 Own

c/overse 00980 Superma value 0.00 ional

439.58 14.08 759.97 .60 funds

as stock rket method financia

22

Lu Thai Textile Co., Ltd. Annual Report 2016

l asset

Transact

Domesti Fair

Jinjiang 9,260,9 177,969 6,405,7 -3,346,0 ional Own

c/overse 02006 value 0.00

Hotel 73.54 .45 04.92 26.66 financia funds

as stock method

l asset

Transact

Domesti Chow Fair

427,664 3,656,8 4,646,3 547,403 ional Own

c/overse 00116 Sang value 0.00

.16 53.86 66.10 .75 financia funds

as stock Sang method

l asset

Tong

Transact

Domesti Ren Fair

3,197,4 4,013,3 707,962 ional Own

c/overse 01666 Tong value 0.00 0.00

26.40 81.74 .54 financia funds

as stock Technol method

l asset

ogies

Transact

Domesti Fair

Wongtee 2,180,2 1,772,0 -481,78 ional Own

c/overse 200056 value 0.00 0.00

B 15.80 69.80 2.60 financia funds

as stock method

l asset

Transact

Domesti Fair

Shenzhe 469,224 503,134 18,062. ional Own

c/overse 200058 value 0.00 0.00

n SEG B .00 .87 87 financia funds

as stock method

l asset

Transact

Domesti Fair

Baoye 430,501 459,086 5,197.2 ional Own

c/overse 02355 value 0.00 0.00

Group .87 .00 0 financia funds

as stock method

l asset

Transact

Domesti Guangsh Fair

2,756,2 2,767,4 -81,942. ional Own

c/overse 00525 en value 0.00 0.00

72.05 22.38 52 financia funds

as stock Railway method

l asset

Other securities

711,583. 832,453 1,227,7 360,730

investments held at -- 0.00 -- --

30 .65 31.96 .76

period-end

76,176, 71,696, 14,122, 85,287, -2,967,8

Total -- 0.00 0.00 0.00 -- --

261.25 678.70 247.61 883.87 69.84

Disclosure date of board

announcement on approval

of securities investment

Disclosure date of general

meeting announcement on

approval of securities

23

Lu Thai Textile Co., Ltd. Annual Report 2016

investment (if any)

(2) Investment in financial derivatives

√ Applicable □ Not applicable

Unit: RMB Ten thousand

Proporti

on of

closing

Actua

investm

l

Related- Type of Amount Impairm ent

Initial Opening Amount Closing gain/l

party derivativ purchas ent amount

Operato investm Beginni Ending investm sold in investm oss in

Relation transacti e ed in provisio in the

r ent ng date date ent Reportin ent Repor

on or investme Reportin n (if Compan

amount amount g Period amount ting

not nt g Period any) y’s

Perio

closing

d

net

assets

(%)

Forward

Commer

Non-rel exchange 79,386.2 26 Jan. 30 Dec. 79,386.2 123,015. -2,266

cial No 43,629.6 0 0.00%

ated settleme 1 2015 2016 1 81 .81

bank

nt

Commer

Non-rel Option 23 Jan. 26 Dec. 114,307. -1,784

cial No 104,300 104,300 10,007.5 0 0.00%

ated portfolio 2015 2016 5 .74

bank

183,686. 183,686. 237,323. -4,051

Total -- -- 53,637.1 0 0.00%

21 21 31 .55

Capital source for derivative

Own funds

investment

Lawsuit (if applicable) No lawsuits

Disclosure date of board

announcement on approval of 25 Apr. 2015

derivative investment (if any)

Disclosure date of general meeting

announcement on approval of 19 May 2016

derivative investment (if any)

Risk analysis and risk control The Company conducted derivatives products transaction in order for hedging. And the

measures for derivative products held forward settlement hedging was operated by installments, with the relevant amount not more

in Reporting Period (including but not than the planned derivatives products transactions. And all derivatives products transaction

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

24

Lu Thai Textile Co., Ltd. Annual Report 2016

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

etc.) 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

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

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

the Company.

Risk control measures: the Company chose the powerful financial institutions with good

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

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

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

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

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

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

25

Lu Thai Textile Co., Ltd. Annual Report 2016

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. 2016, the Company held by the derivatives was fully delivered.

Changes in market prices or fair value 2. From Jan. 2015 to Dec. 2016, the due financial derivative products of the Company

of invested derivatives in Reporting totally equaled to USD 404.40 million, and the loss generated was RMB 40.5155 million. To

Period (fair value analysis should be specific, the due forward settlement was USD188.90 million, generating loss of RMB

include specific analysis methods as 22.6681 million; and the due foreign exchange options equaled to USD215.50 million of

well as relevant assumptions and which USD 189.50 million was delivered on time upon satisfaction of the delivery

parameters) conditions, generating loss of RMB17.8474 million, and USD 26million 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

The Company’s independent directors Xu Jianjun, Zhao Yao, Bi Xiuli, Pan Ailing and Wang

Xinyu, concerning conducting derivatives business, have issued the following professional

advice: We are of the opinion that it will strengthen the Company’s competitiveness to use

Specific opinion from independent derivative transactions with focus on forward settlement and purchase as an effective tool to

directors on the Company’s avoid foreign exchange risks, to strengthen the relevant internal control and to carry out the

derivatives investment and risk loss and risk prevention measures so as to improve the operation and management. In

control 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.

26

Lu Thai Textile Co., Ltd. Annual Report 2016

5. Utilization of raised funds

□ Applicable √ Not applicable

No such cases in the Reporting Period

VI. Sale of major assets and equity interests

1. Sale of major assets

□ Applicable √ Not applicable

No such cases in the Reporting Period

2. Sale of major equity interests

□ Applicable √ Not applicable

VII. Main controlled and joint stock companies

√ Applicable □ Not applicable

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

Unit: RMB

Relationsh Main

Company Registered Operating

ip with the busine Total assets Net assets Operating profits Net profits

name capital revenues

Company ss

Lufeng

Weaving &

Subsidiary Fabric 706,160,000.00 1,436,247,902.02 1,295,510,863.20 1,607,276,257.49 153,541,612.78 136,980,576.95

Dyeing Co.,

Ltd.

Subsidiaries obtained or disposed in the Reporting Period

□ Applicable √ Not applicable

Particulars about the main controlled and joint stock companies:

Lufeng Weaving & Dyeing Co., Ltd. (hereinafter called “Lufeng Weaving & Dyeing”) is the holding subsidiary corporation of the

Company. Registration place: Zibo, Shandong; registered capital: RMB 706.160 million. It was authenticated to be high-tech

enterprise in October 2014, mainly manufacturing and selling textile printing and dyeing products and the products of clothing and

garments. Its export income accounted for more than 75%. During the Reporting Period, market required more and more on the

production and environmental protection of printing and dyeing products. Lufeng Weaving & Dyeing had been further acknowledged

in market as an enterprise with normative operation and the focus on environmental protection and sustainable development. At the

same time, the R & D and innovation of Lufeng Weaving & Dyeing constantly progressed. With the rise of the transfer ratio of

scientific and technological achievements, proportion of the sale of new products with high additional value rose largely. In 2016,

operation revenue of Lufeng Weaving & Dyeing was RMB 1.607 billion, increasing for 10.81% comparing with that of the last year.

In another aspect, thanks to comprehensive budget management, costs control and RMB devaluation, net profit RMB 0.137 billion

27

Lu Thai Textile Co., Ltd. Annual Report 2016

was achieved in 2016, increasing for 157.28% comparing with that of the last year.

VIII. Structured bodies controlled by the Company

□ Applicable √ Not applicable

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 increase 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

carve 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.

28

Lu Thai Textile Co., Ltd. Annual Report 2016

(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,

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 (Vietnam) Textile Co., Ltd. of 30-million-meter yarn-dyed fabric/year production lines

Phase I project has been put into operation, and the project is going on as planned. 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 equipment 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.

In short term, with the subsequent influence of FED interest rate rise, separation of UK from EU and the depressing economic

recovery of the economic entities of Europe and Japan, RMB-US dollar exchange rate still faces certain devaluation pressure. In

middle and long term, basic economy of China is promising; favorable balance of trade is high; and foreign exchange reserve is

sufficient. RMB has no basis of devaluation. At the same time, RMB has been formally demanded in SDR RMB assets configuration,

which will contribute to the improvement of supply and demand in foreign exchange market. The series of factors will support RMB

to maintain stable at reasonable and balanced level.

29

Lu Thai Textile Co., Ltd. Annual Report 2016

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, 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 □ Not applicable

Date Way of visit Type of visitor Main inquiry information

2016-03-30 By phone Institution About basic information of the Company

2016-04-27 By phone Institution Ditto

2016-05-20 One-on-one meeting Institution Ditto

2016-08-31 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

30

Lu Thai Textile Co., Ltd. Annual Report 2016

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 √ Not applicable

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 2016 annual profit allocation pre-plan reviewed and approved at the 5st Session of the 8th Board of Directors:

Based on the total 922,602,311 shares on December 31, 2016, 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 922,602,311 shares, the Company should distribute a cash dividend of RMB5.00 per 10 shares. The aforesaid profit

distribution plan is subject to the final approval of the 2016 annual meeting of shareholders.

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

By December 31 of 2015, (the total shares of 954,407,896as at 31 Dec. 2016 minus the 1,350,600 B-shares repurchased in the year),

the Company is to distribute 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).

In the profit distribution, 24,707,749 repurchased but not yet canceled shares in the special account for repurchased shares on the

book closure date were excluded. As such, the Company actually distributed RMB 465,525,373.50 dividends for 2015. The aforesaid

profit distribution plan was implemented in Jun. 2016 after being reviewed and approved by the Shareholders’ General Meeting 2015

held on 29 Apr. 2016.

3. 2014 profit distribution plan has been approved on the 19th session of the 7th board meeting: By December 31 of 2014, the

Company’s registered capital is based on 95,575.8496 shares, with RMB5.00 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

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

31

Lu Thai Textile Co., Ltd. Annual Report 2016

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 RMB 477,879,248.00 dividends. Such plan was implemented

in Jun. 2015 after the review and approval on 2014 shareholder’s meeting convened on 21 May 2015.

Cash dividends distributed to the common shareholders in the recent three years (including the Reporting Period)

Unit: RMB

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 (%)

2016 461,301,155.50 805,446,326.99 57.27% 0.00 0.00%

2015 465,525,373.50 712,193,243.19 65.37% 0.00 0.00%

2014 477,879,248.00 958,725,402.84 49.85% 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 √ Not applicable

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

the Reporting Period

√ Applicable □ Not applicable

Bonus shares for every 10 shares (share) 0

Dividend for every 10 shares (RMB) (tax included) 5.00

Increased shares for every 10 shares (share) 0

Total shares as basis for preliminary distribution plan (share) 922,602,311

Total cash dividends (RMB) (tax included) 461,301,155.50

Distributable profits (RMB) 3,451,836,174.44

Percentage of cash dividends in total distributed profits (%) 100.00%

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

Based on the 922602,311 shares, 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

32

Lu Thai Textile Co., Ltd. Annual Report 2016

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 922,602,311 shares, a total of RMB 461,301,155.50 shall be paid out as dividends, and the retained profits

shall be carried forward to the future. Such plan may only be implemented after the review and approval on 2016 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 □ Not applicable

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

The biggest Up to 10 Jan.

shareholder 2016, Zibo

Zibo Lucheng Lucheng

Textile Textile

Zibo Lucheng Investment Investment

Textile Co., Ltd. and Co., Ltd. and

Investment the directors, the directors,

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

Other commitments made to minority Other

directors, and senior 10 Jul. 2015 to 10 Jan. and senior

shareholders commitment

supervisors executives of 2016 executives of

and senior the Company the Company

executives of committed did not reduce

the Company that the shares their

of the shareholdings

Company held in the

by them Company. As

would not be such, the

33

Lu Thai Textile Co., Ltd. Annual Report 2016

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 Not applicable

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 √ Not applicable

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

shareholder or its related parties

□ Applicable √ Not applicable

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 √ Not applicable

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

□ Applicable √ Not applicable

No such cases in the Reporting Period.

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

Reporting Period

□ Applicable √ Not applicable

No such cases in the Reporting Period.

VIII. YoY changes in the consolidation scope

√ Applicable □ Not applicable

During this Reporting Period, the Company set up wholly-owned subsidiary Lu An Garments Co., Ltd. and canceled subsidiary

Beijing Lufeng Sunshine Garments Co., Ltd.

34

Lu Thai Textile Co., Ltd. Annual Report 2016

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 thousand) 158.5

Consecutive years of audit services provided by domestic CPAs firm 4

Name of certified public accountants from domestic CPAs firm He Feng, Cui Xiaoli

The CPAs firm changed in the current period or not

□ Yes √ No

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

√ Applicable □ Not applicable

On 28 Mar. 2016, the Company held the 31th Session of the 7th Board of Directors, which reviewed and approved the Proposal on

Engaging Ruihua Certified Public Accountants (LLP) as the 2016 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 √ Not applicable

XI. Bankruptcy & reorganization

□ Applicable √ Not applicable

No such cases in the Reporting Period.

XII. Significant litigations and arbitrations

□ Applicable √ Not applicable

No such cases in the Reporting Period.

XIII. Punishments and rectifications

□ Applicable √ Not applicable

No such cases in the Reporting Period.

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

controller

□ Applicable √ Not applicable

35

Lu Thai Textile Co., Ltd. Annual Report 2016

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

incentive measures for employees

□ Applicable √ Not applicable

No such cases in the Reporting Period.

XVI. Significant related-party transactions

1. Related-party transactions relevant to routine operation

□ Applicable √ Not applicable

No such cases in the Reporting Period.

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

□ Applicable √ Not applicable

No such cases in the Reporting Period.

3. Related-party transitions regarding joint investments

□ Applicable √ Not applicable

No such cases in the Reporting Period.

4. Credits and liabilities with the related parties

□ Applicable √ Not applicable

No such cases in the Reporting Period.

5. Other significant related-party transactions

□ Applicable √ Not applicable

No such cases in the Reporting Period.

XVII. Significant contracts and execution

1. Entrustment, contracting and leasing

(1) Entrustment

□ Applicable √ Not applicable

No such cases in the Reporting Period.

36

Lu Thai Textile Co., Ltd. Annual Report 2016

(2) Contract

□ Applicable √ Not applicable

There was no any contract of the Company in the Reporting Period.

(3) Lease

□ Applicable √ Not applicable

There was no any lease of the Company in the Reporting Period.

2. Significant guarantee

√ Applicable □ Not applicable

(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

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

Guarantee of Two years

Lu Thai (Vietnam) 27 Aug.

36,681.6 26 Aug. 2015 8,703.62 joint and since the No Yes

Textile Co., Ltd. 2015

several approval of

37

Lu Thai Textile Co., Ltd. Annual Report 2016

liability the board of

the Company

Six year

Guarantee of

since the

Lufeng Weaving & 25 Feb. joint and

47,025 24 Feb. 2016 0 approval of No Yes

Dyeing Co., Ltd. 2016 several

the board of

liability

the Company

Since the

approval of

the board

of the

Guarantee of

Company to

Lu Thai (Vietnam) 25 Feb. joint and

22,908.2 24 Feb. 2016 2,817.67 revoke, No Yes

Textile Co., Ltd. 2016 several

amend or

liability

replace the

new

resolution of

the resolution

Total amount of actual

Total amount of approved

guarantee for subsidiaries

guarantee for subsidiaries during 69,933.2 20,755.98

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 131,614.8 20,755.98

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

Guarantee of

Xinjiang Lu Thai 28 Oct. joint and

20,000 26 Oct. 2016 5,000 12 months No Yes

Textile Co., Ltd. 2016 several

liability

Total actual occurred

Total guarantee line approved for

amount of guarantee for the

the subsidiaries during the 20,000 20,000

subsidiaries during the

Reporting Period (C1)

Reporting Period (C2)

38

Lu Thai Textile Co., Ltd. Annual Report 2016

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 89,933.2 40,755.98

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 151,614.8 25,755.98

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 9

Dec. 2014 between Lu Thai Company and Xinjiang Lu Thai

Explanations about joint and several liability for repayment in

Company, Xinjiang Lu Thai Company, the warrantee Xinjiang

respect of undue guarantee (if any)

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 √ Not applicable

There was no particular about illegal external guarantee of the Company in the Reporting Period.

39

Lu Thai Textile Co., Ltd. Annual Report 2016

3. Cash assets management entrustment

(1) Wealth management entrustment

□ Applicable √ Not applicable

No such situation of the Company during the Reporting Period.

(2) Entrustment loans

□ Applicable √ Not applicable

No such situation of the Company during the Reporting Period.

4 Other significant contracts

□ Applicable √ Not applicable

No such situation of the Company during the Reporting Period.

XVIII. Social responsibilities

Perform the social responsibility of targeted poverty alleviation

√applicable □Not applicable

(1) Annual targeted poverty alleviation overview

In 2016, the Company continuously subsidized educational cause and poor students in poor areas and continuously carried out social

poverty alleviation. In this year, the Company will continuously subsidize poor employees, support poor villages and help poor

employees to solve practical difficulties. Holding subsidiary corporation of the Company Xinjiang Lu Thai Harvest Cotton Co., Ltd.

(“Xinjiang Lu Thai”) contributed RMB 0.0563 million to 10 local poor college students for continuing their school work and

contributed RMB 0.0947 million for raising the level of local preschool education and compulsory education. The two poverty

alleviation plans have been completed on time.

(2) Annual targeted poverty alleviation of listed company

Index Unit Amount / progress information

I. Overall conditions —— ——

In which: 1. funds Ten thousand yuan 91.9

II. Sub-item contribution —— ——

1.Get rid of poverty in industrial development —— ——

2.Get rid of poverty in employment transfer —— ——

3.Get rid of poverty in relocation —— ——

4.Get rid of poverty in education —— ——

In which: 4.1 Amount of contribution in

Ten thousand yuan 5.63

subsidizing poor students

4.2 The number of poor students subsidized Person 10

40

Lu Thai Textile Co., Ltd. Annual Report 2016

4.3 Amount of contribution for improving

Ten thousand yuan 39.47

education resource in poor areas

5. Poverty alleviation for health —— ——

6. Poverty alleviation for ecological protection —— ——

7. Basic subsidy —— ——

8. Social poverty alleviation —— ——

8.2 Amount of contribution for targeted poverty

Ten thousand yuan 46.8

alleviation

9. Other items —— ——

III. Awards (contents and grade) —— ——

(3) Subsequent targeted poverty alleviation plan

In 2017, the Company will continuously subsidize educational cause and poor students in poor areas and help poor employees to

solve practical difficulties through targeted poverty alleviation.

2. Perform other social responsibilities

The Company has formulated 2016 report of social responsibility. For details, please refer to the Report of Social Responsibility

released while 2016 annual report was issued.

Whether the listed company and its subsidiary corporations are the key pollution discharge units promulgated by Department of

Environmental Protection

The Company and its domestic and foreign subsidiary corporations lay emphasis on environmental protection and achieve

sustainable development from source. In 2015, the Company got the title “national water-saving benchmarking enterprise” from

Ministry of Industry and Information Technology of the People's Republic of China and Ministry of Water Resources and was

awarded as “outstanding energy-saving enterprise of Shandong”. The Company constantly perfects the systems of environmental

protection, makes and perfects environmental contingency plan, organizes emergency exercise, normalizes environmental protection

procedures, actively carries out the research on and application of new technology, new materials and new equipment, continuously

improves environment performance of the Company and enhances international competitiveness of products of the Company

I. Domestic implementation of environmental protection

Facing domestic and foreign increasingly strict environmental protection standards and requirement of customers, the Company is

focusing on investing, reforming and managing the facilities of pollution treatment. The discharge indexes of main pollutants in

printing and dyeing sewage shall be better than the indexes required in Quality Standards of Sewage Discharged into Sewer of Cities

and Towns CJ343-2010. Sewage will be discharged into Zibo Limin Cleansing Water Co., Ltd. and the quality standard of output

water will be higher than the standard at national first-grade A. Main pollutants will be discharged reaching standard. In 2016, the

Company intensified disposal of water pollution and invested more than RMB 5 million to reform sewage treatment station. Total

discharge amount of water pollution COD decreases year by year. Total discharge amount of COD approved is 3505 tons. The

discharge amount of COD was 912.31 tons in 2016, decreasing for 24.97% comparing with that in 2015. In 2017, the Company will

further implement comprehensive reconstruction engineering for water pollution treatment. Indexes of water pollution will decline

largely and the regional ecological environment will be improved.

According to the requirement of national policy Water Pollution Control Action Plan and considering the current lack of water

resource, the Company had completed recycled water utilization project. In 2016, 15 thousand tons of recycled water could be

supplied every day. The recycled water was used in dyeing of the Company and power generation. In this way, water resource could

be cyclically utilized. The quality indexes of the recycled water are better than those of the water for dyeing of the Company.

41

Lu Thai Textile Co., Ltd. Annual Report 2016

To improve surrounding air environment of the enterprise, the Company treats peculiar smell at sewage station and exhaust gas

generated from dyeing of the Company. More than RMB 13 million was invested in accumulation in the last year. The quality of

surrounding environment has been significantly improved and the level of occupational health and safety in work site has been

significantly raised.

The main pollutants of wholly-owned subsidiary Xinsheng Thermal Power Co., Ltd. are sulfur dioxide, nitric oxide and smoke (dust).

Pollution discharge standard: sulfur dioxide 200mg/m3; nitric oxide 200mg/m3; smoke (dust) 20mg/m3. Actual discharge is less than

the standard. Total discharge of the whole year: sulfur dioxide 208.337 tons, nitric oxide 586.924 tons, smoke (dust) 41.058 tons. The

Company invested RMB 80 million to construct “super-low discharge engineering” from September 2015. The first part and second

part of the engineering were put into operation in March 2016 and October 2016, respectively. At the same time, low-nitrogen

combustion technology reform has been almost completed.

In environmental protection management, the Company actively carries forward Cleaning Production and well does the work of

environmental protection in the mode of managing source, controlling process and treating the terminal. According to Method of

Environment Information Publicity (Trial Implementation), the index of main pollutants detected shall be uploaded to the website of

environmental protection agency of Zibo every month for publicity.

II. Overseas subsidiary companies’ environmental protection implementation

The sewage treatment project of Lu Thai (Vietnam) Textile Co., Ltd. mainly treats the production sewage and sanitary sewage in

local area. RMB 26 million was invested in the first part of the project. It was put into operation on August 20, 2016. Daily sewage

treatment amount could be 1500 tons. Water quality was better than that stipulated in QCVN40: 2011/BTNMT grade A of Vietnam.

In plan, the second part of the project will be completed in 2017, including project construction, installation and debugging, and

stable operation. The Company will reach the standard of sewage discharge, well do the work of environmental protection and help

to achieve sustainable development of the region.

Main pollutants in sewage (specially monitored by Vietnam) include: Chemical Oxygen Demand (COD), chrominance, ammonia

nitrogen (NH3-N) and Total Phosphorus (TP). In 2016, the quality of water discharged reached grade-A discharge standard of

Vietnam Regulations on Industrial Water Discharge Parameters (QCVN40: 2011/BTNMT) without exceeding standard. Total

weight of sewage discharged was 60 thousand tons in 2016. Chemical Oxygen Demand (COD): 2.316 tons; ammonia nitrogen

(NH3-N): 57kg; Total Phosphorus (TP): 7.8kg.

Whether release the report of social responsibility:

√ yes □ No

Report of enterprise’s social responsibility

Whether Whether Standard of report reveal

Whether

Enterprise containing containing

containing social

property environment treatment Domestic standard Overseas standard

information

information information

Other Yes Yes Yes Refer to CSC9000T SA8000

Detailed explanation:

1. Whether the Company has passed the authentication of

Yes

environment management system (ISO14001)

2. Annual amount of investment in environmental protection

2,381.66

(ten thousand yuan)

3. “Waste gas, waste water, industrial residue” emission In 2016, more than 5120 thousand yuan was saved through

reduction performance of the Company implementing energy-saving and water-saving project; energy

42

Lu Thai Textile Co., Ltd. Annual Report 2016

consumption for production value per ten-thousand yuan

declined for 2.44%

4. Investment of the Company in enhancing employees’

vocational development ability, knowledge and skills (ten 564.52

thousand yuan)

5. Among of social charitable donations (fund, materials, free

155.87

professional service) of the Company (ten thousand yuan)

XIX. Other significant events

□ Applicable √ Not applicable

No other significant events of the Company during the Reporting Period.

XX. Significant events of subsidiaries

□ Applicable √ Not applicable

43

Lu Thai Textile Co., Ltd. Annual Report 2016

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

119,398,4 119,375,2

I. Restricted shares 12.49% -23,250 -23,250 12.94%

90 40

3. Shares held by other

1,166,090 0.12% -23,250 -23,250 1,142,840 0.12%

domestic corporations

Shares held by domestic

1,166,090 0.12% -23,250 -23,250 1,142,840 0.12%

natural persons

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

12.37% 12.82%

investors 00 00

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

12.37% 12.82%

by foreign corporations 00 00

Shares held by foreign natural 836,360,0 -33,132,9 -33,132,9 803,227,0

87.51% 87.06%

persons 06 35 35 71

560,799,2 560,822,4

58.68% 23,250 23,250 60.79%

II. Non-restricted shares 10 60

275,560,7 -33,156,1 -33,156,1 242,404,6

28.83% 26.27%

1. Renminbi ordinary shares 96 85 85 11

2. Domestically listed foreign 955,758,4 -33,156,1 -33,156,1 922,602,3

100.00% 100.00%

shares 96 85 85 11

Reasons of changes in shares

√ Applicable □ Not applicable

Because of employing senior managers and adjusting senior managers’ shares of Shenzhen branch of China Securities Depository

and Clearing Corporation Limited, 23,250 shares of “limited sales condition shares-domestic natural person holding” of the Company

decreased.

The Company held the first extraordinary shareholders meeting of 2015 on August 5, 2015. Proposal for Buying Back Some A

Shares and B Shares of the Company was passed at the meeting. On October 10, 2015, Report of Buying Back Some A Shares and B

Shares of the Company was promulgated. For details, please refer to the announcement (No.: 2015-029) and report of buying back

shares released on www.cninfo.com.cn on August 6, 2015 and October 10, 2015. The Company began implementing the scheme of

44

Lu Thai Textile Co., Ltd. Annual Report 2016

buying back shares from November 10, 2015. By August 4, 2016, 33156.185 thousand B shares had been bought back. In addition,

the shares were canceled by Shenzhen branch of China Securities Depository and Clearing Corporation Limited on August 22, 2016.

Approval of share changes

√ Applicable □ Not applicable

The Company held the first extraordinary shareholders meeting of 2015 on August 5, 2015. Proposal for Buying Back Some A

Shares and B Shares of the Company and Proposal for Authorizing Board of Directors to Buy Back Some A Shares and B Shares of

the Company were passed at the meeting. For example, Board of Directors would formulate concrete scheme of buying back the

shares, make, supplement, modify, sign and declare documents, implement the scheme of buying back the shares, cancel the shares

bought back and correspondingly modify Articles of Company according to actual implementation of buying back. The Company

began implementing the scheme of buying back shares from November 10, 2015. By August 4, 2016, 33156.185 thousand B shares

had been bought back. In addition, the shares were canceled by Shenzhen branch of China Securities Depository and Clearing

Corporation Limited on August 22, 2016.

Transfers in share changes

□ Applicable √ Not applicable

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 √ Not applicable

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

□ Applicable √ Not applicable

2. Changes in restricted shares

√ Applicable □ Not applicable

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 6 months after

Qin Guiling (Lu shareholding of the departure

35,242 1,311 33,931

Thai A) the Senior

Executives

Locked the 6 months after

Lv Yongchen (Lu shareholding of the departure

33,750 8,438 25,312

Thai A) the Senior

Executives

Locked the 6 months after

Wang Changzhao shareholding of the departure

33,750 8,438 25,312

(Lu Thai A) the Senior

Executives

45

Lu Thai Textile Co., Ltd. Annual Report 2016

Locked the 6 months after

Wang Fangshui shareholding of the departure

45,000 5,625 39,375

(Lu Thai A) the Senior

Executives

Locked the 6 months after

Zhang Jianxiang shareholding of the departure

27,750 6,938 20,812

(Lu Thai A) the Senior

Executives

appointed by the 6 months after

8th board of the departure

Zhu Lingwen (Lu

7,500 7,500 Directors as the

Thai A)

Senior

Executives

Total 175,492 30,750 7,500 152,242 -- --

II. Issuance and listing of securities

1. Issuance of securities (excluding preferred stock) in Reporting Period

□ Applicable √ Not applicable

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

√ Applicable □ Not applicable

The Company held the first extraordinary shareholders meeting of 2015 on 5 Aug .2015. Proposal for Buying Back Some A Shares

and B Shares of the Company and Proposal for Authorizing Board of Directors to Buy Back Some A Shares and B Shares of the

Company were passed at the meeting. For example, Board of Directors would formulate concrete scheme of buying back the shares,

make, supplement, modify, sign and declare documents, implement the scheme of buying back the shares, cancel the shares bought

back and correspondingly modify Articles of Company according to actual implementation of buying back. The Company began

implementing the scheme of buying back shares from 10 Nov. 2015. By 4 Aug. 2016, 33156.185 thousand B shares had been bought

back. In addition, the shares were canceled by Shenzhen branch of China Securities Depository and Clearing Corporation Limited on

22 Aug. 2016.

3. Existent shares held by internal staffs of the Company

□ Applicable √ Not applicable

III. Particulars about the shareholders and actual controller

1. Total number of shareholders and their shareholding

Unit: share

Total number 72,743 Total number of 70,414 Total number of 0 Total number of 0

46

Lu Thai Textile Co., Ltd. Annual Report 2016

of shareholders shareholders on preferred preferred

at the the 30th trading stockholder with stockholder with

Reporting day before the vote right restored vote right

Period disclosure date of (if any) (see notes restored on the

the annual report 8) 30th trading day

before the

disclosure date of

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 15.21% 0

83 83

Co., Ltd. corporation

Tailun (Thailand) Foreign 118,232,4 118,232,4

12.82% 0

Textile Co., Ltd. corporation 00 00

Central Huijin

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

2.20% 0

Management Co., corporation 0 0

Ltd.

T.Rowe Price Intl Foreign 19,948,21 19,948,21

2.16% 975601

Discovery Fund corporation 9 9

China Securities

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

1.70% 0

Corporation corporation 1 1

Limited

Foreign 12,440,00 12,440,00

Lynas Asia Fund 1.35% -3224475

corporation 0 0

Foreign

BNP Paribas 0.88% 8,131,797 8132797 8,131,797

corporation

Hua’an New Silk

Domestic

Road Theme

Non-stated-owned 0.78% 7,200,000 -2910000 7,200,000

Equity Securities

corporation

Investment Fund

47

Lu Thai Textile Co., Ltd. Annual Report 2016

HTHK-Manulife Foreign

0.74% 6,858,138 6858138 6,858,138

China Value Fund corporation

Everbright

Pramerica

Domestic

advantage

non-stated-owned 0.71% 6,553,667 6553667 6,553,667

configuration

corporation

mixed securities

investment fund

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

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 Fund 19,948,219 listed foreign 19,948,219

shares

China Securities Finance Corporation RMB common

15,679,091 15,679,091

Limited shares

Domestically

Lynas Asia Fund 12,440,000 listed foreign 12,440,000

shares

RMB common

BNP Paribas 8,131,797 8,131,797

shares

Hua’an New Silk Road Theme Equity RMB common

7,200,000 7,200,000

Securities Investment Fund shares

Domestically

HTHK-Manulife China Value Fund 6,858,138 listed foreign 6,858,138

shares

48

Lu Thai Textile Co., Ltd. Annual Report 2016

Everbright Pramerica advantage

RMB common

configuration mixed securities 6,553,667 6,553,667

shares

investment fund

Domestically

RBC Emerging Markets Small Cap

6,428,684 listed foreign 6,428,684

Equity 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.

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 Deming 25 Sep. 1998 91370303164200391J

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 √ Not applicable

There was no change in controlling shareholders during the Reporting Period of the Company.

49

Lu Thai Textile Co., Ltd. Annual Report 2016

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 Zibin China No

Liu Deming China No

Liu Zibin is the Chairman of the Board and GM of Lu Thai Textile Co., Ltd. , Liu

Professions and titles over the past five years Deming is the Chairman of the Board and GM of Zibo Lucheng Textile Investment

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 □ Not applicable

Name of the actual controller Liu Zibin, Liu Deming

Date of change 30 Sept, 2016

Index to the disclosed Announcement on the Resolution of the Meeting (No.: 2016-042) disclosed on Securities

Times, Ta Kung Pao, Shanghai Securities News and http://www.cninfo.com.cn

Disclosure date 12Oct. 2016

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

Liu Zibin Liu Deming

4% 21%

Zibo Lucheng Textile Investment Co., Ltd.

0.02%

15.21%

Lu Thai Textile Co., Ltd.

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

□ Applicable √ Not applicable

50

Lu Thai Textile Co., Ltd. Annual Report 2016

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

√ Applicable □ Not applicable

Name of controlling Legal representative / Date of Registered capital Mainly engaged in business

shareholder company principal establishment or management activities

Tailun (Thailand) Textile 6 baht (Thai) 6 baht (Thai)

Xu Zhinan 29 Jan.1985

Co., Ltd.

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

parties and other commitment entities

□ Applicable √ Not applicable

51

Lu Thai Textile Co., Ltd. Annual Report 2016

Section VII. Preference Shares

□ Applicable √ Not applicable

There was no preferred stock during Reporting Period.

52

Lu Thai Textile Co., Ltd. Annual Report 2016

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)

Chairman

of the Incumben 6 Jun. 5 Jun.

Liu Zibin Male 52 148,290 148,290

Board/G t 2007 2019

M

Vice

Xu Chairman Incumben 6 May 5 Jun.

Male 87

Zhinan of the t 2004 2019

Board

Director/

Fujiwara Senior Incumben 7 May 5 Jun.

Male 77

Hidetoshi Consultan t 1998 2019

t

Chen Incumben 16 Apr. 5 Jun.

Director Male 73

Ruimou t 2000 2019

Zeng Incumben 6 Jun. 5 Jun.

Director Male 66

Facheng t 2007 2019

Director/

Wang Vice Incumben 7 May 5 Jun.

Male 56 146,753 146,753

Fangshui GM/Chief t 1998 2019

Engineer

53

Lu Thai Textile Co., Ltd. Annual Report 2016

Director/

Vice GM

Qin Incumben 7 May 5 Jun.

/Secretary Female 51 107,042 107,042

Guiling t 1998 2019

to the

Board

Director/

Zhang Chief Incumben 6 Jun. 5 Jun.

Female 47 92,500 92,500

Hongmei Accounta t 2007 2019

nt

Independ

Xu Incumben 6 Jun. 5 Jun.

ent Male 43

Jianjun t 2013 2019

Director

Independ

Incumben 19 Sep. 5 Jun.

Zhao Yao ent Male 47

t 2014 2019

Director

Independ

Incumben 6 Jun. 5 Jun.

Bi Xiuli ent Female

t 2016 2019

Director

Independ

Pan Incumben 6 Jun. 5 Jun.

ent Female

Ailing t 2016 2019

Director

Independ

Wang Incumben 6 Jun. 5 Jun.

ent Male

Xinyu t 2016 2019

Director

Superviso

Li Incumben 19 Sep. 5 Jun.

ry Board Male 61 176,164 176,164

Tongmin t 2014 2019

Chairman

Liu Superviso Incumben 6 Jun. 5 Jun.

Male 49

Zilong r t 2007 2019

Dong Superviso Incumben 6 Jun. 5 Jun.

Male 48 5,000 5,000

Shibing r t 2007 2019

Zhang Incumben 6 Jun. 5 Jun.

Vice GM Male 49 52,150 52,150

Jianxiang t 2007 2019

Assistant

GM,

Wang Incumben 6 Jun. 5 Jun.

Productio Male 54 83,700 83,700

Jiabin t 2007 2019

n

Manager

Assistant

Zhang Incumben 6 Jun. 5 Jun.

GM, Male 47 73,100 73,100

Shougang t 2007 2019

Garment

54

Lu Thai Textile Co., Ltd. Annual Report 2016

Division

Manager

Assistant

General

Manager,

Deputy

Zhang Incumben 6 Jun. 5 Jun.

GM of Male 45 80,300 80,300

Zhanqi t 2007 2019

Lufeng

Weaving

& Dyeing

Co., Ltd.

Manager

of the

Fujiwara Second

Matsuzak Departme Incumben 9 Dec. 5 Jun.

Male 44

a nt of t 2014 2019

Internatio

nal

Business

Manager

Zhang K of Incumben 6 Jun. 5 Jun.

Male 49 77,700 77,700

eming Financial t 2007 2019

Dep.

Incumben 8 Jun. 5 Jun.

Li Wenji CIO Male 10,00 10,000

t 2016 2019

Manager

of

Pan Pingl Internatio Incumben 6 Jun. 5 Jun.

Male 48 126,096 4,400 130,496

i nal t 2007 2019

Business

Dep. III

Deputy

General

Manager

Lv Yong Incumben 6 Jun. 5 Jun.

of Lufeng Male 49 33,750 33,750

chen t 2007 2019

Weaving

& Dyeing

Co., Ltd.

Manager

Yu Shouz of Energy Incumben 6 Jun. 5 Jun.

Male 49 83,100 83,100

heng Business t 2007 2019

Dep.

55

Lu Thai Textile Co., Ltd. Annual Report 2016

Manager

of the

First

Wang Ch Departme Incumben 6 Jun. 5 Jun.

Male 43 22,500 22,500

angzhao nt of t 2013 2019

Internatio

nal

Business

Marketin

Quan Pe Incumben 6 Jun. 5 Jun.

g Male 50 27,750 27,750

ng t 2013 2019

Manager

Manager

of

Enterprise

Shang C s Incumben 6 Jun. 5 Jun.

Male 44 30,000 30,000

henggang Managem t 2013 2019

ent

Departme

nt

Independ

Zhang C Incumben 29 Apr. 5 Jun.

ent Male 66

hengzhu t 2014 2019

Director

Independ

Zhou Incumben 5 Jun. 5 Jun.

ent Male 54

Zhiji t 2010 2019

Director

Independ

Incumben 5 Jun. 5 Jun.

Wang Lei ent Female 47

t 2010 2019

Director

Total -- -- -- -- -- -- 1,375,895 4,400 0 1,380,295

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

Name Position Type Date Reason

Appointed and

Zhang Hongmei Director 6 Jun. 2016 Be selected as Director of the 8th Board of the Directors.

dismissed

Independent Appointed and Be selected as Independent Director of the 8th Board of

Bi Xiuli 6 Jun. 2016

Director dismissed the Directors.

Independent Appointed and Be selected as Independent Director of the 8th Board of

Pan Ailing 6 Jun. 2016

Director dismissed the Directors.

Independent Appointed and Be selected as Independent Director of the 8th Board of

Wang Xinyu 6 Jun. 2016

Director dismissed the Directors.

56

Lu Thai Textile Co., Ltd. Annual Report 2016

Other senior Appointed and 6 Jun. 2016 Be selected as other senior administrator of the 8th Board

Li Wenj

administrator dismissed of the Directors.

Independent Expired 6 Jun. 2016

Zhang Chengzhu Expiration of the term of the 7th Board of the Directors.

Director

Independent Expired 6 Jun. 2016 Expiration of the term of the 7th Board of the Directors.

Zhou Zhiji

Director

Independent Expired 6 Jun. 2016 Expiration of the term of the 7th Board of the Directors.

Wang Lei

Director

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. 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.

3. 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.

4. 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.

5. 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.

6. 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).

7. 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.

8. 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.

9. Mr. 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.

10. 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

Shandong Province accounting criterion consultant experts and currently act as Director of Department of Accounting of Shandong

57

Lu Thai Textile Co., Ltd. Annual Report 2016

University of Technology.

11. Ms. Bi Xiuli: female, independent director of the Company, born in 1967, master. She worked as a judge of Zibo Intermediate

People's Court from 1990 to 1996, worked as a lawyer of Beijing Jingwei Law Firm from 2002 to 2003, worked as a lawyer of

Beijing King & Capital Law Firm from 2003 to 2004, worked as a partner of Beijing JunZeJun Law Offices from 2004 to 2011 and

works as a partner of Beijing DeHeng Law Offices now.

12. Ms. Pan Ailing: female, independent director of the Company, born in 1965, doctor of economics, postdoctor of financial

management. Now, she works as a professor, doctoral supervisor and academic leader of accounting in School of Management of

Shandong University, the director of investment and financing research center of Shandong University, a member of Shandong

Accounting Society, an executive member of Shandong Research Society of Comparative Management and a visiting professor of

Taiwan Soochow University.

13. Mr. Wang Xinyu: male, independent director of the Company, born in 1967, master, certified public accountant, certified tax

agent and certified public assets estimator. From December 2007 to August 2013, he worked in Zhonglei Accounting Firm as the

vice general manager of Shandong branch. Now he works as the senior partner and director of Shandong branch of Reanda Certified

Public Accountants (special general partnership).

14. Mr. Li Tongmin: male, chairman of board of supervisors of the Company, born in 1956, technical secondary school education.

Now he works as chairman of the labor union of the Company. From October 1993 to 2010, he worked as supervisor, vice general

manager and the manager of production department 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: male, vice general manager of the Company & the executive director of Lu Thai Textile Garment

Engineering Research Institute, born in 1968, Master of Business Administration. He once worked as the manager of quality

management department of the Company and the director of textile finishing factory.

18. 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.

19 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.

20. 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.

21. 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.

22. Mr. Li Wenji: male, CIO & manager of information department of the Company, born in 1967. He once worked as a teacher in

Shandong University of Finance and Economics. From July 2005 to now, he works as the manager of information department of the

Company. In 2016, he was employed as chief information officer of the Company.

23. 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.

24. Mr. Pan Pingli: Manager of International Business Department II. He was born in 1968 and MBA degree holder. He ever acted as

58

Lu Thai Textile Co., Ltd. Annual Report 2016

General Manager of International Business Department of the Company.

25. 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.

26. 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.

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. 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.

29. Mr. Shang Chenggang: manager of garments production department of the Company, born in 1973. He once worked as the vice

director and director of general manager office, the manager of enterprise manager department and the representative of managers.

Employment in shareholders’ companies

√ Applicable □ Not applicable

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 Zibin Zibo Lucheng Textile Investment Co., Ltd. the Board of 26 Feb. 1999 No

Directors

Chairman of

Xu Zhinan Tailun (Thailand) Textile Co., Ltd. the Board of 29 Jan. 1985 No

Directors

Mr. Liu Zibin is the Supervisor of Zibo Lucheng Textile Investment Co., Ltd., and holding 4% equities of Zibo

Explanations

Lucheng Textile Investment Co., Ltd., with his son Mr. Liu Deming jointly holding 25% equities of Zibo Lucheng

about holding

Textile Investment Co., Ltd., and they are the largest shareholder as well as the actual controller. Basic information

posts in

about Mr. Liu Zibin: Chinese, no right of residence in other countries or regions. Mr. Xu Zhinan is the sponsor of

shareholders’

foreign capital of the Company, shareholder of Tailun (Thailand) Textile Co., Ltd. and Tailun (Thailand) Textile Co.,

companies

Ltd. is the second largest shareholder of the Company. Basic information about Mr. Xu Zhinan: Thai.

Employment in other companies

√ Applicable □ Not applicable

Whether receiving

Posts held in

Name of Start date of Expiration Date subsidies and

Name of other companies shareholders’

employers tenure of tenure remuneration in

companies

other companies

Xinjiang Lu Thai Harvest Cotton Co., Ltd., Director,

Xinjiang Lu Thai Textile Co., Ltd., Lufeng Supervisor,

Liu Zibin 7 Dec. 2015 No

Weaving & Dyeing Co., Ltd. Zibo Luqun Supervisory

Textile Co., Ltd., Zibo Xinsheng Power Co., Board

59

Lu Thai Textile Co., Ltd. Annual Report 2016

Ltd., Zibo Luqun Textile Co., Ltd., Shanghai Chairman,

Lu Thai Textile Garment Co., Ltd., Beijing GM

Lu Thai Youxian E-commerce Co., Ltd., Lu

Thai (America) Textile Co., Ltd.

Xinjiang Lu Thai Harvest Cotton Co., Ltd.,

Xinjiang Lu Thai Textile Co., Ltd., Lufeng

Wang Fangshui Weaving & Dyeing Co., Ltd. Zibo Luqun Director 17 Jun. 2003 No

Textile Co., Ltd., Lu Thai (Burma) 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

Xu Jianjun Beijing Deheng Law Offices Partner 1 Aug. 2004 Yes

Associate

Zhao Yao Shandong University of Technology 1 Mar. 2001 Yes

Professor

Bi Xiuli Beijing Deheng Law Offices Partner 1 Jan. 2011 Yes

Pan Ailing Shandong University School of Management Professor 1 Jul. 1986 Yes

Reanda Certified Public Accountants

Wang Xinyu Director 1 Aug. 2013 Yes

Shandong Branch

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 √ Not applicable

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 standards

procedures of remuneration of directors and senior executives and conducting assessment; for formulating and reviewing

of directors, supervisors, remuneration policy and program of directors and senior executives; it is responsible for the board of

senior executives directors. The remuneration committee, according to appraisal results of position performance and

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

60

Lu Thai Textile Co., Ltd. Annual Report 2016

remuneration of directors, Company was responsible for preparations for the decision-making of the Remuneration and Appraisal

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. 2016, the total amount of annual

supervisors, senior payment drawn from the Company by directors, supervisors and senior executives is RMB24.4863

executives 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

Chairman of the Incumbent

Liu Zibin Board of Directors Male 52 135.99 No

/GM

Vice Chairman of Male Incumbent No

Xu Zhinan the Board of 87 27.75

Directors

Fujiwara Director/Senior Male Incumbent No

77 807.51

Hidetoshi Consultant

Chen Ruimou Director Male 73 Incumbent 27.75 No

Zeng Facheng Director Male 66 Incumbent 1.19 No

Director/Vice Male Incumbent No

Wang Fangshui Director/Chief 56 135.66

Engineer

Director/Vice Incumbent No

Qin Guiling Director/Chairman Female 51 135.53

Secretary

Zhang Hongmei Chief Accountant Female 47 Incumbent 84.88 No

Independent Dire Male Incumbent No

Xu Jianjun 43 4.8

ctor

61

Lu Thai Textile Co., Ltd. Annual Report 2016

Independent Dire Male Incumbent No

Zhao Yao 47 4.8

ctor

Independent Dire Male Incumbent No

Bi Xiuli 50 4.8

ctor

Independent Dire Male Incumbent No

Wang Xinyu 52 4.8

ctor

Supervisory Board Male Incumbent No

Li Tongmin 50 4.8

Chairman

Liu Zilong Supervisor Male 61 Incumbent 134.37 No

Dong Shibing Supervisor Male 49 Incumbent 55.73 No

Zhang Jianxiang Deputy GM Male 48 Incumbent 54.01 No

GM Assistant, Male Incumbent No

Manager of

Wang Jiabin 49 82.99

Production

Department

Assistant GM, Male Incumbent No

Zhang Shougang Garment Division 54 78.47

Manager

Assistant GM, Male Incumbent No

Deputy GM of

Zhang Zhanqi Lufeng Weaving 47 66.71

& Dyeing Co.,

Ltd.

Manager of the Male Incumbent No

Second

Fujiwara

Department of 45 68.78

Matsuzaka

International

Business

Manager of Male Incumbent No

Zhang Keming 44 113.74

Financial Dep.

Li Wenji CIO Male 49 Incumbent 53.36 No

Manager of Male Incumbent No

Pan Pingli International 39.44

Business Dep. III

Deputy General Male Incumbent No

Manager of

Lv Yongchen Lufeng Weaving 49 53.52

& Dyeing Co.,

Ltd.

Yu Shouzheng Manager of Male 49 Incumbent 53.75 No

62

Lu Thai Textile Co., Ltd. Annual Report 2016

Energy Business

Dep.

Marketing Male Incumbent No

Quan Peng 49 53.44

Manager

Manager of Male Incumbent No

Enterprises

Shang Chenggang 43 55.16

Management

Department

Independent Male Expiration No

Zhang Cehngzhu 50 52.99

Director

Independent Male Expiration No

Zhou Zhiji 44 51.91

Director

Independent Expiration No

Wang Lei Female 66 0

Director

Total -- -- 54 -- 0 --

Situations of equity incentives awarded to the directors, supervisors and senior management of the Company during the Reporting

Period

□ Applicable √ Not applicable

V. About employees

1. Number of the employees, component difference and educational background

Number of the serving employees of the parent company (person) 15,753

Number of the serving employees of the major subsidiaries

5,266

(person)

Total number of the serving employees (person) 21,019

Total number of the employees receiving the salary of the

21,019

Reporting Period (person)

Number of the left and retired employees that the parent company

0

and the major subsidiaries should undertake the expenses (person)

Component difference

Category Number (person)

Production personnel 14,588

Sales personnel 607

Technical personnel 5,384

Financial personnel 81

Administrative personnel 359

63

Lu Thai Textile Co., Ltd. Annual Report 2016

Total 21,019

Educational background

Category Number (person)

Doctor 2

Master 88

Bachelor 955

College 5,400

High school and below 14,574

Total 21,019

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 √ Not applicable

64

Lu Thai Textile Co., Ltd. Annual Report 2016

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 assets 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

65

Lu Thai Textile Co., Ltd. Annual Report 2016

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 understanding 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 √ Not applicable

66

Lu Thai Textile Co., Ltd. Annual Report 2016

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

Session Type investors' Convening date Disclosure date Index to the disclosed

participation

Announcement on the

Resolution of the

Meeting (No.: 2016-010)

2016 1st

Extraordinary disclosed on 22 Mar.

Extraordinary 0.00% 21 Mar. 2016 22 Mar. 2016

General Meeting 2016 on Securities Times,

General Meeting

Ta Kung Pao, Shanghai

Securities News and

http://www.cninfo.com.cn

Announcement on the

Resolution of the

Meeting (No.: 2016-021)

2014 Annual Annual General disclosed on 30 Apr. 2016

0.00% 29 Apr. 2016 30 Apr. 2016

General Meeting Meeting on Securities Times, Ta

Kung Pao, Shanghai

Securities News and

http://www.cninfo.com.cn

Announcement on the

Resolution of the

Meeting (No.: 2016-031)

2016 2nd

Extraordinary disclosed on 7 Jun. 2016

Extraordinary 0.00% 6 Jun. 2016 7 Jun. 2016

General Meeting on Securities Times, Ta

General Meeting

Kung Pao, Shanghai

Securities News and

http://www.cninfo.com.cn

Announcement on the

Resolution of the

Meeting (No.: 2016-048)

2016 3rd

Extraordinary disclosed on 16 Nov.

Extraordinary 0.00% 15 Nov. 2016 15 Nov. 2016

General Meeting 2016 on Securities Times,

General Meeting

Ta Kung Pao, Shanghai

Securities News and

http://www.cninfo.com.cn

67

Lu Thai Textile Co., Ltd. Annual Report 2016

2. Special Shareholders’ General Meeting applied by the preferred stockholder with restitution of voting right

□ Applicable √ Not applicable

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 Non-attendance

Attendance by

to attend during Attendance in Entrusted in person for two

Independent director way of Absence rate

the Reporting person presence (times) consecutive

telecommunication

Period times

Zhou Zhiji 5 1 4 0 No

Wang Lei 5 0 4 1 0 No

Zhang Chengzhu 5 1 4 0 No

Xu Jianjun 8 0 7 1 0 No

Zhao Yao 8 2 6 0 No

Bi Xiuli 3 1 2 0 No

Pan Ailing 3 0 3 0 No

Wang Xinyu 3 0 3 0 No

General meetings sat in on by

2

independent directors

Notes to non-attendance in person for two consecutive times

Not applicable.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

68

Lu Thai Textile Co., Ltd. Annual Report 2016

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 15 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 2st Meeting of Y2016 on 16 May 2016, which reviewed and

approved the 2016 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 2016 Derivatives Trading Plan

of Lu Thai Textile Co., Ltd. to the 33th Session of the 7th Board of the Directors for review and approval.

2. The Audit Committee of the 8th Board of the Directors held the 1st Meeting of Y2017 on 2 Mar. 2017, 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 2016as 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. 2016,

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 5th Session of the 8th Board of the Directors for review and approval.

3. Major work of the 2016 annual report of the Audit Committee:

(1) The Audit Committee had held the 2016 1st Meeting of the Audit Committee on the Financial Audit Work in the meeting room of

the Company on 17 Nov. 2016 and the meeting had confirmed the time and arrangement plan of the 2016 annual financial audit work

unanimously with the 2016 Audit Institution Ruihua CPAs (LLP).

(2) On 20 Jan. 2017, the Audit Committee had held the 1st Meeting of the 2016 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 2016 Annual Audit, as well as the 2016 Annual Work Conference, were convened by the Committee on 28

Mar. 2017, where the following proposals were approved as resolutions, namely, the audited 2016 Financial Report of the Company,

the Summary Report on the Audit Conducted by Ruihua CPAs (LLP) on the Company’s 2016 Financial Report, and the Proposal on

69

Lu Thai Textile Co., Ltd. Annual Report 2016

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 2016 Work Conference on Annual Report by Audit

Committee

(1) Audit Committee’s written opinion on the 2016 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 2016 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 2016 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. 2016.

The Audit Committee is of the opinion that the Company’s 2016 financial and accounting statements preliminarily audited by RSM

China Certified Public Accountants (Special General Partnership) are ready to be submitted to the 6th Session of the 8th Board of the

Directors for review.

(3) Resolutions made at 2016 Annual Work Conference of Audit Committee of the Board

The Audit Committee of the Board of Lu Thai Textile Co., Ltd. held its 2016Annual Work Conference at Banyang Villa Meeting

Room of the Company on 28 Mar. 2017. 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. Zhao Yao, 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 meeting:

I. With 3 favorable votes, 0 negative votes and no abstentions, the 2016 Financial Report of the Company audited by Ruihua CPAs

70

Lu Thai Textile Co., Ltd. Annual Report 2016

(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 2016 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 paid RMB1.585 million to the said CPAs firm as fees for the 2016 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 6th Session

of the 8th 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. 2016. 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 2015 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 31st Session of the 7th Board of Directors.

2. According to authorization of the 31rd Meeting of the 7th Board of Directors of Lu Thai, remuneration committee of board of

directors of Lu Thai Textile Co., Ltd. held the second meeting of 2016 in the meeting room of Panyang Villa Meeting Room of the

Company on 16 May 2016. 6 persons should attend the meeting and 6 persons actually attended the meeting. Among the 6 persons,

Liu Shizhen and Liu Zibin voted on the spot; Zhang Chengzhu, Zhou Zhiji, Wang Lei and Zhao Yao voted in the form of

communication. Chief accountant and the secretary of board of directors also attended the meeting. The meeting accorded with

relevant stipulations in Company Law and Articles of Company. 2015 Proposal for Risk Fund Assessment and Release Amount and

Proposal for Suggesting Subsidy to the Independent Directors at the 8th Board of Directors were passed at the meeting in voting

form.

III. Duty execution of the strategy committee of board of directors

The Strategy Committee of Board of Directors of Lu Thai Textile Co., Ltd. held the 1st Conference of 2016 in the meeting room of

Panyang Villa Meeting Room of the Company on 27 Mar. 2016. 13 persons should attend the meeting and 13 persons actually

attended the meeting. Chief accountant also attended the meeting. This meeting was hosted by Liu Shizhen, the president of strategy

committee. The meeting accorded with relevant stipulations in Company Law and Articles of Company and passed the following

proposals in voting form.

1. Overall Strategic Objectives of Yarn Dyed Fabric of Lu Thai Textile Co., Ltd. for 2016-2018.

2. Overall Strategic Objectives of Shirts Processing of Lu Thai Textile Co., Ltd. for 2016-2018.

3. Brand, R&D, human resources, fabric information, and clothing manufacture ERP engineering sub-plan.

4. 2016 Annual Operation Plan of Lu Thai Textile Co., Ltd.

IX. Duty performance of nominations committee affiliated to the Board of Directors

1. Nominations committee of the 7th board of directors held the 1st meeting of 2016 on 16 May 2016 according to relevant

stipulations in Company Law and Articles of Company. At the meeting, 6 affirmative votes, 0 dissenting vote and 0 abstention vote

were involved to pass Proposal for Nominating Candidates of the 8th Board of Directors and Proposal for Nominating Candidates of

Independent Directors of the 8th Board of Directors. In addition, the proposals were submitted to the 33rd meeting of the 7th board of

directors for review and approval. The 33rd meeting of the 7th board of directors reviewed and passed above proposals.

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

71

Lu Thai Textile Co., Ltd. Annual Report 2016

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.

2. Nominations committee of the 8th board of directors held the 1st meeting of 2016 on 8 Jun. 2016 according to relevant stipulations

in Company Law and Articles of Company. At the meeting, 7 affirmative votes, 0 dissenting vote and 0 abstention vote were involved

to pass Proposal for Nominating the Candidates of Chairman and Vice Chairman of the 8th Board of Directors, Members of

Specialized Committees, General Manager, Vice General Manager, Chief Accountant, Secretary of Board of Directors,

Representative of Security Business and other Senior Managers. In addition, the proposal was submitted to the 1st meeting of the 8th

board of directors for review and approaval. Nominations are listed below:

(1) Nominate the candidate of chairman of the 8th board of director: Liu Zibin; nominate the candidate of vice chairman of the 8th

board of director: Xu Zhinan.

(2) Nominate the candidate of the members of strategic decision-making committee: Liu Zibin, Xu Zhinan, Fujiwara Hidetoshi,

Chen Ruimou, Wang Fangshui, Zeng Facheng, Qin Guiling, Zhang Hongmei, Xu Jianjun, Zhao Yao, Bi Xiuli, Pan Ailing and Wang

Xinyu. Liu Zibin was the candidate of president.

(3) Nominate the candidate of the members of audit committee: Zhao Yao, Wang Xinyu, Qin Guiling. Zhao Yao was the candidate of

president.

(4) Nominate the candidate of the members of remuneration and assessment committee: Liu Zibin, Bi Xiuli, Wang Xinyu, Zhao Yao

and Pan Ailing. Wang Xinyu was the candidate of president.

(5) Nominate Liu Zibin as the candidate of general manager; Nominate Wang Fangshui, Qin Guiling, Zhang Jianxiang, Wang Jiabin,

Zhang Shougang and Zhang Zhanqi as the candidates of vice general manager.

(6)Nominate Zhang Hongmei as the candidate of chief accountant of the Company; nominate Qin Guiling as the candidate of the

secretary of board of directors; nominate Zheng Weiyin and Li Kun as the candidates of the representative of security business.

(7) According to Articles of Company, nominate and employ Fujiwara Matsuzaka, Zhang Keming, Li Wenji, Pan Pingli, Lv

Yongchen, Yu Shouzheng, Quan Peng, Wang Changzhao, Shang Chenggang as senior managers of the Company.

(8)According to Articles of Company and Company Law, tenure of above personnel is three years.

The first meeting of the eighth board of directors reviewed and passed above proposals.

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

□ 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 2015 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 31st Session of the 7th Board of

Directors dated 28 Mar. 2016. 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

72

Lu Thai Textile Co., Ltd. Annual Report 2016

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 Report

30 Mar. 2017

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 2016 Annual

Report on Internal Control

Report of the Company.

The proportion of total assets included in

evaluation scope entities in the

88.81%

Company's total assets of the consolidated

financial statements

The proportion of operation revenue

included in evaluation scope entities in

93.82%

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

Supervisors and Senior Executives; the and regulations; the decision-making of

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

Qualitative criteria

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

the generally accepted accounting principles great defect event had not been revised.

to choose and apply the accounting policies; Significant defeat: violated the enterprise

had not built up the anti-fraud and significant internal regulations that caused rather

counterbalance mechanism and control serious losses; significant business lacked

measures; during the financial report process, of systematic control; outflow of the

73

Lu Thai Textile Co., Ltd. Annual Report 2016

there occurred single or multiple defects rather important personnel was serious;

which not reached the recognition standard of the Media reported the negative news that

the significant defeat but influenced the true caused rather serious negative influence;

and accurate target of the financial report. rather important business lacked of

General defect: other internal control defect systematic control or the systematic

which had not constructed as the great defeat, control was invalid; the results of the

significant defect. internal control assessment 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: the direct financial losses

Great defect: misstatement≥2% of the total

were more than RMB6 million or had

profits amount; misstatement≥0.3% of the

been formally and externally disclosed

total assets amount; misstatement≥0.3% of

and caused negative influences on the

the total operating income;

disclosure of the periodical report of the

misstatement≥0.4% of the total owners’

Company. Significant defect: the direct

equities amount. Significant defect: 1% of the

financial losses were of RMB3 million

total profits amount≤misstatement<2% of the

(including RMB3 million)-RMB6 million

total profits amount; 0.15% of the total assets

or had been punished by the state-owned

amount≤misstatement<0.3% of the total

government sectors while not caused

Quantitative criteria assets amount; 0.15% of the total operating

negative influences on the disclosure of

amount≤misstatement<0.3% of the total

the periodical report of the Company.

operating amount; 0.2% of the total owners’

General defect: the direct financial losses

equities amount≤misstatement<0.4% of the

were of RMB0.5 million (including

total owners’ equities amount. General

RMB0.5 million)-RMB 3 million or had

defect: misstatement<1% of the total profits

been punished by the below-provincial

amount; misstatement<0.15% of the total

(including the provincial level)

assets amount; misstatement<0.15% of the

government sectors while not caused

total operating income; misstatement<0.2%

negative influences on the disclosure of

of the total owners’ equities amount.

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 □ Not applicable

74

Lu Thai Textile Co., Ltd. Annual Report 2016

Audit opinion paragraphs in the Audit Report on Internal Control

Internal control audit report

RHZSZ [2017] 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. 2016 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

28 Mar. 2017

Particulars about Audit Report on

Disclosure

Internal Control

Disclosure date of the Audit Report

30 Mar. 2017

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 2016 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?

75

Lu Thai Textile Co., Ltd. Annual Report 2016

√ Yes □ No

76

Lu Thai Textile Co., Ltd. Annual Report 2016

Section X Corporate Bonds

Are there any corporate bonds publicly offered and listed on the stock exchange, which were undue before the

approval date of this Report or were due but could not be redeemed in full?

No.

Section XI Financial Report

I Auditor’s report

Type of auditor’s opinion Standard unqualified opinion

Date of signing the auditor’s report 03/30/2017

Name of the auditor Ruihua Certified Public Accountants LLP

No. of the auditor’s report RHSZ [2017] No. 37040003

Name of CPA He Feng, Cui Xiaoli

Text of the Auditor’s Report

All shareholders of Lu Thai Textile Co., Ltd.,

We have audited the accompanying financial statements of Lu Thai Textile Co., Ltd. (the

“Company”), which comprise the Company’s and consolidated balance sheets as at December 31,

2016, the Company’s and consolidated income statements, the Company’s and consolidated cash

flow statements, the Company’s and consolidated statements of changes in shareholders’ equity for

the year then ended, as well as the notes to the financial statements.

1. The management’s responsibility for the financial statements

The management of the Company is responsible for the preparation and fair presentation of these

financial statements. Such a responsibility includes: (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.

2. Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We

77

Lu Thai Textile Co., Ltd. Annual Report 2016

have conducted our audit in accordance with the Audit Standards for Chinese Registered

Accountants, which require that we comply with ethical requirements and plan and perform the

audit to obtain reasonable assurance as to 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 risks assessments, the auditor considers the internal control

related to the preparation of the financial statements so as to design proper audit procedures. An

audit also includes evaluating the appropriateness of accounting policies used and the

reasonableness of accounting estimates made by the 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, which provides a

basis for us to express auditing opinion.

3. Auditor’s opinion

In our opinion, the financial statements of the Company have been prepared according to the

Accounting Standards for Business Enterprises in all material aspects, which give a fair view of the

Company’s and consolidated financial positions as at December 31, 2016 and the Company’s and

consolidated operating results and cash flows for the year then ended.

Ruihua Certified Public Accountants LLP Chinese CPA:Cui Xiaoli

Beijing China Chinese CPA:He Feng

March 28, 2017

II Financial statements

Currency unit for the financial statements: RMB

1. Consolidated balance sheet

Prepared by Lu Thai Textile Co., Ltd.

December 31, 2016

78

Lu Thai Textile Co., Ltd. Annual Report 2016

Unit: RMB

Item December 31, 2016 December 31, 2015

Current assets:

Monetary funds 662,967,785.49 795,501,196.07

Financial assets at fair value through profit/loss 71,696,678.70

Derivative financial assets

Notes receivable 84,161,909.91 133,145,518.39

Accounts receivable 293,129,727.93 262,848,042.62

Accounts paid in advance 212,487,501.51 196,809,904.13

Interest receivable 653,075.08

Dividends receivable

Other accounts receivable 46,262,835.47 70,821,406.28

Financial assets purchased under agreements to resell

Inventories 1,816,700,441.85 1,743,963,973.24

Assets held for sale

Non-current assets due within one year

Other current assets 107,535,889.38 57,391,316.34

Total current assets 3,223,246,091.54 3,332,831,110.85

Non-current assets:

Available-for-sale financial assets 24,660,000.00 67,442,600.00

Held-to-maturity investments

Long-term accounts receivable 2,310,000.00 4,980,998.00

Long-term equity investments

Investment property 25,844,090.56

Fixed assets 5,244,335,459.80 4,907,575,469.84

Construction in progress 154,668,358.96 205,094,029.50

Engineering materials 117,120,463.50 6,319,783.17

Disposal of fixed assets

Productive living assets 1,381,292.75 1,177,113.89

Intangible assets 384,253,077.39 363,385,986.63

R&D expenses

Goodwill 20,613,803.29 20,613,803.29

Long-term deferred expenses 114,227,364.54 85,124,145.25

Deferred tax assets 63,183,792.63 62,123,091.53

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Lu Thai Textile Co., Ltd. Annual Report 2016

Other non-current assets 31,259,468.38 34,502,367.27

Total non-current assets 6,183,857,171.80 5,758,339,388.37

Total assets 9,407,103,263.34 9,091,170,499.22

Current liabilities:

Short-term borrowings 873,261,856.02 802,766,318.90

Financial liabilities at fair value through profit/loss 46,695,875.00

Notes payable 3,109,149.48

Accounts payable 252,538,563.06 248,570,405.57

Accounts received in advance 89,451,314.62 95,077,531.32

Payroll payable 315,618,449.91 291,263,599.62

Taxes payable 77,214,706.67 80,615,008.14

Interest payable 1,165,730.47 1,851,876.78

Dividends payable 441,113.64 441,113.64

Other accounts payable 69,365,641.15 62,514,814.53

Liabilities held for sale

Non-current liabilities due within one year

Other current liabilities

Total current liabilities 1,679,057,375.54 1,632,905,692.98

Non-current liabilities:

Long-term borrowings 135,678,044.89

Long-term accounts payable

Long-term payroll payable 79,122,422.89 81,499,403.98

Special payables

Provisions

Deferred income 95,990,489.79 96,135,077.91

Deferred tax liabilities 2,341,089.87 2,192,694.35

Other non-current liabilities 1,840,000.00 1,840,000.00

Total non-current liabilities 314,972,047.44 181,667,176.24

Total liabilities 1,994,029,422.98 1,814,572,869.22

Owners’ equity:

Share capital 922,602,311.00 955,758,496.00

Capital reserve 753,440,557.83 1,007,146,166.97

Less: Treasury shares 11,610,721.68

Other comprehensive income 53,293,544.89 17,090,772.31

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Lu Thai Textile Co., Ltd. Annual Report 2016

Special reserve

Surplus reserve 888,761,783.04 815,648,504.28

Provisions for general risks

Retained earnings 4,319,887,532.43 4,053,079,857.70

Equity attributable to owners of the Company 6,937,985,729.19 6,837,113,075.58

Minority interests 475,088,111.17 439,484,554.42

Total owners’ equity 7,413,073,840.36 7,276,597,630.00

Total liabilities and owners’ equity 9,407,103,263.34 9,091,170,499.22

Legal representative: Liu Zibin Accounting head for this Report: Zhang Hongmei

Head of the accounting department: Zhang Keming

2. Balance sheet of the Company

Unit: RMB

Item December 31, 2016 December 31, 2015

Current assets:

Monetary funds 177,016,859.63 361,326,403.14

Financial assets at fair value through profit/loss

Derivative financial assets

Notes receivable 64,421,665.52 100,449,603.66

Accounts receivable 297,026,110.33 235,128,453.94

Accounts paid in advance 139,013,057.80 194,884,351.36

Interest receivable

Dividends receivable

Other accounts receivable 340,458,208.20 33,540,540.54

Inventories 1,086,364,931.72 1,194,474,541.81

Assets held for sale

Non-current assets due within one year

Other current assets 1,126,006.88 20,665,251.54

Total current assets 2,105,426,840.08 2,140,469,145.99

Non-current assets:

Available-for-sale financial assets 12,500,000.00 55,282,600.00

Held-to-maturity investments

Long-term accounts receivable

Long-term equity investments 1,711,021,866.04 1,577,704,740.04

Investment property 14,829,443.58

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Lu Thai Textile Co., Ltd. Annual Report 2016

Fixed assets 3,019,132,803.64 3,086,026,962.51

Construction in progress 25,796,329.33 47,195,873.42

Engineering materials 663,894.82 4,752,722.48

Disposal of fixed assets

Productive living assets

Oil-gas assets

Intangible assets 229,433,475.02 231,714,546.11

R&D expenses

Goodwill

Long-term deferred expenses

Deferred tax assets 62,042,513.61 56,039,573.79

Other non-current assets 8,831,098.34 25,733,137.67

Total non-current assets 5,084,251,424.38 5,084,450,156.02

Total assets 7,189,678,264.46 7,224,919,302.01

Current liabilities:

Short-term borrowings 503,005,010.24 509,321,176.41

Financial liabilities at fair value through profit/loss 39,527,800.00

Derivative financial liabilities

Notes payable 400,000.00

Accounts payable 158,737,347.81 156,939,081.65

Accounts received in advance 54,552,285.78 52,388,447.07

Payroll payable 240,389,712.34 225,146,911.56

Taxes payable 47,790,003.82 44,647,234.36

Interest payable 646,147.15 830,073.23

Dividends payable 441,113.64 441,113.64

Other accounts payable 19,309,386.42 19,453,519.54

Liabilities held for sale

Non-current liabilities due within one year

Other current liabilities

Total current liabilities 1,024,871,007.20 1,049,095,357.46

Non-current liabilities:

Long-term borrowings

Long-term payables

Long-term payroll payable 79,122,422.89 81,499,403.98

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Lu Thai Textile Co., Ltd. Annual Report 2016

Special payables

Provisions

Deferred income 62,691,326.97 61,687,374.76

Deferred tax liabilities

Other non-current liabilities

Total non-current liabilities 141,813,749.86 143,186,778.74

Total liabilities 1,166,684,757.06 1,192,282,136.20

Owners’ equity:

Share capital 922,602,311.00 955,758,496.00

Capital reserve 759,793,238.92 1,013,498,848.06

Less: Treasury shares 11,610,721.68

Other comprehensive income

Special reserve

Surplus reserve 888,761,783.04 815,648,504.28

Retained earnings 3,451,836,174.44 3,259,342,039.15

Total owners’ equity 6,022,993,507.40 6,032,637,165.81

Total liabilities and owners’ equity 7,189,678,264.46 7,224,919,302.01

3. Consolidated income statement

Unit: RMB

Item 2016 2015

1. Operating revenues 5,981,751,344.63 6,173,322,778.61

Including: Sales income 5,981,751,344.63 6,173,322,778.61

2. Operating costs 5,019,341,093.99 5,302,761,010.18

Including: Cost of sales 4,005,021,417.38 4,341,034,877.04

Taxes and surtaxes 86,519,719.96 55,309,984.03

Selling expenses 158,869,993.22 191,933,295.19

Administrative expenses 659,398,886.58 670,704,384.29

Finance costs 20,697,661.64 16,481,023.89

Asset impairment loss 88,833,415.21 27,297,445.74

Add: Profit on fair value changes (“-” means loss) 63,992,131.36 -60,685,931.36

Investment income (“-” means loss) -60,779,660.20 31,540,015.51

Including: Share of profit/loss of associates and joint ventures

Exchange gains (“-” means loss)

3. Operating profit (“-” means loss) 965,622,721.80 841,415,852.58

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Lu Thai Textile Co., Ltd. Annual Report 2016

Add: Non-operating income 75,254,150.98 52,201,733.84

Including: Profit on disposal of non-current assets 1,573,832.63 959,445.92

Less: Non-operating expense 15,528,019.86 10,168,567.50

Including: Loss on disposal of non-current assets 9,895,526.12 5,625,603.48

4. Total profit (“-” means loss) 1,025,348,852.92 883,449,018.92

Less: Corporate income tax 172,275,402.80 147,905,990.15

5. Net profit (“-” means loss) 853,073,450.12 735,543,028.77

Net profit attributable to owners of the Company 805,446,326.99 712,193,243.19

Minority interests’ income 47,627,123.13 23,349,785.58

6. Other comprehensive income net of tax 36,202,772.58 25,530,950.68

Other comprehensive income net of tax attributable to owners

36,202,772.58 25,530,950.68

of the Company

6.1 Other comprehensive income that will not be

reclassified into profit/loss

6.1.1 Changes in net liabilities or assets with a defined

benefit plan upon re-measurement

6.1.2 Share of other comprehensive income of investees

that cannot be reclassified into profit/loss under the equity method

6.2 Other comprehensive income to be subsequently

36,202,772.58 25,530,950.68

reclassified into profit/loss

6.2.1 Share of other comprehensive income of investees

that will be reclassified into profit/loss under the equity method

6.2.2 Profit/loss on fair value changes of

available-for-sale financial assets

6.2.3 Profit/loss on reclassifying held-to-maturity

investments into available-for-sale financial assets

6.2.4 Effective profit/loss on cash flow hedges

6.2.5 Currency translation differences 36,202,772.58 25,530,950.68

6.2.6 Other

Other comprehensive income net of tax attributable to

minority interests

7. Total comprehensive income 889,276,222.70 761,073,979.45

Attributable to owners of the Company 841,649,099.57 737,724,193.87

Attributable to minority interests 47,627,123.13 23,349,785.58

8. Earnings per share

8.1 Basic earnings per share 0.85 0.75

8.2 Diluted earnings per share 0.85 0.75

Where business mergers under the same control occurred in this Reporting Period, the net profit achieved by the merged parties

84

Lu Thai Textile Co., Ltd. Annual Report 2016

before the business mergers was RMB 0, with the corresponding amount for the last period being RMB 0.

Legal representative: Liu Zibin Accounting head for this Report: Zhang Hongmei

Head of the accounting department: Zhang Keming

4. Income statement of the Company

Unit: RMB

Item 2016 2015

1. Operating revenues 5,078,847,567.10 4,944,030,174.49

Less: Operating costs 3,604,147,665.88 3,648,460,561.91

Taxes and surtaxes 59,722,954.27 43,900,218.04

Selling expenses 85,012,619.20 89,638,305.49

Administrative expenses 458,281,382.46 463,715,559.98

Finance costs 15,651,562.69 11,074,526.15

Asset impairment loss 104,344,445.08 105,767,874.66

Add: profit on fair value changes (“-” means loss) 39,527,800.00 -36,452,800.00

Investment income (“-” means loss) 21,172,648.92 251,963,173.61

Including: Share of profit/loss of associates and joint

ventures

2. Operating profit (“-” means loss) 812,387,386.44 796,983,501.87

Add: Non-operating income 32,775,872.85 21,081,302.96

Including: Profit on disposal of non-current assets 3,107,873.31 535,631.91

Less: Non-operating expense 3,817,597.33 4,557,976.86

Including: Loss on disposal of non-current assets 1,551,810.09 3,840,466.74

3. Total profit (“-” means loss) 841,345,661.96 813,506,827.97

Less: Corporate income tax 110,212,874.41 80,500,109.90

4. Net profit (“-” means loss) 731,132,787.55 733,006,718.07

5. Other comprehensive income net of tax

5.1 Other comprehensive income that will not be reclassified

into profit and loss

5.1.1 Changes in net liabilities or assets with a defined

benefit plan upon re-measurement

5.1.2 Share of other comprehensive income of investees that

cannot be reclassified into profit/loss under the equity method

5.2 Other comprehensive income to be subsequently

reclassified into profit/loss

5.2.1 Share of other comprehensive income of investees that

will be reclassified into profit/loss under the equity method

85

Lu Thai Textile Co., Ltd. Annual Report 2016

5.2.2 Profit/loss on fair value changes of available-for-sale

financial assets

5.2.3 Profit/loss on reclassifying held-to-maturity

investments into available-for-sale financial assets

5.2.4 Effective profit/loss on cash flow hedges

5.2.5 Currency translation differences

5.2.6 Other

6. Total comprehensive income 731,132,787.55 733,006,718.07

7. Earnings per share

7.1 Basic earnings per share 0.79 0.77

7.2 Diluted earnings per share 0.79 0.77

5. Consolidated cash flow statement

Unit: RMB

Item 2016 2015

1. Cash flows from operating activities:

Cash received from sale of commodities and rendering of service 5,871,764,184.97 6,030,509,998.21

Net increase in disposal of financial assets at fair value through profit/loss

Interest, fees and commissions received

Net increase in interbank borrowings

Net increase in funds in repurchase business

Tax refunds received 197,711,424.88 172,608,069.68

Cash received from other operating activities 102,124,782.99 95,495,004.98

Subtotal of cash inflows from operating activities 6,171,600,392.84 6,298,613,072.87

Cash paid for goods and services 2,820,409,717.54 3,307,297,819.20

Cash paid to and for employees 1,428,452,968.16 1,372,174,345.22

Taxes paid 378,426,016.38 356,064,268.45

Cash paid for other operating activities 233,546,409.48 235,481,235.66

Subtotal of cash outflows due to operating activities 4,860,835,111.56 5,271,017,668.53

Net cash flows from operating activities 1,310,765,281.28 1,027,595,404.34

2. Cash flows from investing activities:

Cash received from retraction of investments

Cash received as investment income

Net cash received from disposal of fixed assets, intangible assets and other

2,104,478.61 2,277,031.35

long-term assets

Net cash received from disposal of subsidiaries or other business units

86

Lu Thai Textile Co., Ltd. Annual Report 2016

Cash received from other investing activities 32,505,470.64 50,940,957.84

Subtotal of cash inflows from investing activities 34,609,949.25 53,217,989.19

Cash paid to acquire fixed assets, intangible assets and other long-term

861,098,602.96 455,625,977.74

assets

Cash paid for investment

Net increase in pledged loans

Net cash paid to acquire subsidiaries and other business units

Cash paid for other investing activities 41,519,234.00 117,355,791.90

Subtotal of cash outflows due to investing activities 902,617,836.96 572,981,769.64

Net cash flows from investing activities -868,007,887.71 -519,763,780.45

3. Cash flows from financing activities:

Cash received from capital contributions 500,000.00

Including: Cash received from minority shareholder investments by

500,000.00

subsidiaries

Cash received as borrowings 2,215,183,445.08 1,457,671,792.24

Cash received from issuance of bonds

Cash received from other financing activities 29,754,422.42 77,262,230.00

Subtotal of cash inflows from financing activities 2,244,937,867.50 1,535,434,022.24

Repayment of borrowings 2,047,960,531.26 1,320,131,980.26

Cash paid for interest expenses and distribution of dividends or profit 497,559,966.43 505,028,058.43

Including: dividends or profit paid by subsidiaries to minority interests 12,023,566.38 9,619,012.38

Cash paid for other financing activities 261,629,544.91 123,481,516.75

Sub-total of cash outflows due to financing activities 2,807,150,042.60 1,948,641,555.44

Net cash flows from financing activities -562,212,175.10 -413,207,533.20

4. Effect of foreign exchange rate changes on cash and cash equivalents 8,538,528.70 21,677,584.66

5. Net increase in cash and cash equivalents -110,916,252.83 116,301,675.35

Add: Opening balance of cash and cash equivalents 765,695,473.65 649,393,798.30

6. Closing balance of cash and cash equivalents 654,779,220.82 765,695,473.65

6. Cash flow statement of the Company

Unit: RMB

Item 2016 2015

1. Cash flows from operating activities:

Cash received from sale of commodities and rendering of service 5,092,041,690.19 4,961,880,181.41

Tax refunds received 151,105,262.23 129,451,700.19

Cash received from other operating activities 31,468,452.51 52,352,078.75

87

Lu Thai Textile Co., Ltd. Annual Report 2016

Subtotal of cash inflows from operating activities 5,274,615,404.93 5,143,683,960.35

Cash paid for goods and services 2,705,013,474.52 2,874,742,643.78

Cash paid to and for employees 1,072,276,579.49 1,050,513,463.85

Taxes paid 185,976,982.65 172,137,702.77

Cash paid for other operating activities 136,946,899.89 157,926,230.24

Subtotal of cash outflows due to operating activities 4,100,213,936.55 4,255,320,040.64

Net cash flows from operating activities 1,174,401,468.38 888,363,919.71

2. Cash flows from investing activities:

Cash received from retraction of investments

Cash received as investment income 55,179,470.68

Net cash received from disposal of fixed assets, intangible assets

1,413,254.61 1,738,821.35

and other long-term assets

Net cash received from disposal of subsidiaries or other business

units

Cash received from other investing activities 2,931,847.14 37,525,796.60

Subtotal of cash inflows from investing activities 59,524,572.43 39,264,617.95

Cash paid to acquire fixed assets, intangible assets and other

163,318,218.59 127,352,558.59

long-term assets

Cash paid for investment 137,295,249.67 442,518,167.48

Net cash paid to acquire subsidiaries and other business units

Cash paid for other investing activities 346,158,324.00

Subtotal of cash outflows due to investing activities 646,771,792.26 569,870,726.07

Net cash flows from investing activities -587,247,219.83 -530,606,108.12

3. Cash flows from financing activities:

Cash received from capital contributions

Cash received as borrowings 1,498,632,773.04 742,195,059.14

Cash received from issuance of bonds

Cash received from other financing activities 61,262,230.00

Subtotal of cash inflows from financing activities 1,498,632,773.04 803,457,289.14

Repayment of borrowings 1,543,292,096.38 483,324,013.96

Cash paid for interest expenses and distribution of dividends or

474,745,698.14 485,161,279.23

profit

Cash paid for other financing activities 253,629,544.91 93,507,094.33

Sub-total of cash outflows due to financing activities 2,271,667,339.43 1,061,992,387.52

Net cash flows from financing activities -773,034,566.39 -258,535,098.38

4. Effect of foreign exchange rate changes on cash and cash 1,570,774.33 12,593,972.00

88

Lu Thai Textile Co., Ltd. Annual Report 2016

equivalents

5. Net increase in cash and cash equivalents -184,309,543.51 111,816,685.21

Add: Opening balance of cash and cash equivalents 361,326,403.14 249,509,717.93

6. Closing balance of cash and cash equivalents 177,016,859.63 361,326,403.14

7. Consolidated statement of changes in owners’ equity

89

Lu Thai Textile Co., Ltd. Annual Report 2016

2016

Unit: RMB

2016

Equity attributable to owners of the Company

Other equity

instruments

Specia Gener

Item Pref Other Minority Total owners’

Perp Less: Treasury l al risk

Share capital eren Capital reserve comprehensiv Surplus reserve Retained earnings interests equity

etual Othe shares reserv reserv

ce e income

bond r e e

shar

s

es

1. Balance at the end of the prior

955,758,496.00 1,007,146,166.97 11,610,721.68 17,090,772.31 815,648,504.28 4,053,079,857.70 439,484,554.42 7,276,597,630.00

year

Add: Changes in accounting

policies

Correction of errors in prior

periods

Business mergers under the

same control

Other

2. Balance at the beginning of the

955,758,496.00 1,007,146,166.97 11,610,721.68 17,090,772.31 815,648,504.28 4,053,079,857.70 439,484,554.42 7,276,597,630.00

year

3. Increase/ decrease in the period

-33,156,185.00 -253,705,609.14 -11,610,721.68 36,202,772.58 73,113,278.76 266,807,674.73 35,603,556.75 136,476,210.36

(“-” means decrease)

3.1 Total comprehensive income 36,202,772.58 805,446,326.99 47,627,123.13 889,276,222.70

3.2 Capital increased and

-33,156,185.00 -253,705,609.14 -11,610,721.68 -275,251,072.46

reduced by owners

3.2.1 Ordinary shares

-33,156,185.00 -253,706,278.05 -11,610,721.68 -275,251,741.37

increased by shareholders

90

Lu Thai Textile Co., Ltd. Annual Report 2016

3.2.2 Capital increased by

holders of other equity instruments

3.2.3 Amounts of share-based

payments charged to owners’

equity

3.2.4 Other 668.91 668.91

3.3 Profit distribution 73,113,278.76 -538,638,652.26 -12,023,566.38 -477,548,939.88

3.3.1 Appropriation to surplus

73,113,278.76 -73,113,278.76

reserve

3.3.2 Appropriation to general

risk provisions

3.3.3 Appropriation to owners

-465,525,373.50 -12,023,566.38 -477,548,939.88

(or shareholders)

3.3.4 Other

3.4 Internal carry-forward of

owners’ equity

3.4.1 New increase of capital

(or share capital) from capital

reserve

3.4.2 New increase of capital

(or share capital) from surplus

reserve

3.4.3 Surplus reserve for

making up loss

3.4.4 Other

3.5 Special reserve

3.5.1 Withdrawn for the

period

91

Lu Thai Textile Co., Ltd. Annual Report 2016

3.5.2 Used in the period

3.6 Other

4. Closing balance 922,602,311.00 753,440,557.83 53,293,544.89 888,761,783.04 4,319,887,532.43 475,088,111.17 7,413,073,840.36

2015

Unit: RMB

2015

Equity attributable to owners of the Company

Other equity

instruments Specif Gener

Item Other Minority Total owners’

Perp Less: Treasury ic al risk

Share capital Prefer Capital reserve comprehensiv Surplus reserve Retained earnings interests equity

etual Othe shares reserv reserv

ence e income

bond r e e

shares

s

1. Balance at the end of the

955,758,496.00 1,007,039,561.13 -8,440,178.37 742,347,832.47 3,892,066,534.32 427,658,339.63 7,016,430,585.18

prior year

Add: Changes in

accounting policies

Correction of errors in

prior periods

Business mergers under

the same control

Other

2. Balance at the beginning of

955,758,496.00 1,007,039,561.13 -8,440,178.37 742,347,832.47 3,892,066,534.32 427,658,339.63 7,016,430,585.18

the year

3. Increase/ decrease in the

106,605.84 11,610,721.68 25,530,950.68 73,300,671.81 161,013,323.38 11,826,214.79 260,167,044.82

period (“-” means decrease)

3.1 Total comprehensive

25,530,950.68 712,193,243.19 23,349,785.58 761,073,979.45

income

92

Lu Thai Textile Co., Ltd. Annual Report 2016

3.2 Capital increased and

106,605.84 11,610,721.68 500,000.00 -11,004,115.84

reduced by owners

3.2.1 Ordinary shares

11,610,721.68 500,000.00 -11,110,721.68

increased by shareholders

3.2.2 Capital increased

by holders of other equity

instruments

3.2.3 Amounts of

share-based payments

charged to owners’ equity

3.2.4 Other 106,605.84 106,605.84

3.3 Profit distribution 73,300,671.81 -551,179,919.81 -12,023,570.79 -489,902,818.79

3.3.1 Appropriation to

73,300,671.81 -73,300,671.81

surplus reserve

3.3.2 Appropriation to

general risk provisions

3.3.3 Appropriation to

-477,879,248.00 -12,023,570.79 -489,902,818.79

owners (or shareholders)

3.3.4 Other

3.4 Internal carry-forward

of owners’ equity

3.4.1 New increase of

capital (or share capital) from

capital reserve

3.4.2 New increase of

capital (or share capital) from

surplus reserve

3.4.3 Surplus reserve for

making up loss

93

Lu Thai Textile Co., Ltd. Annual Report 2016

3.4.4 Other

3.5 Special reserve

3.5.1 Withdrawn for the

period

3.5.2 Used in the period

3.6 Other

4. Closing balance 955,758,496.00 1,007,146,166.97 11,610,721.68 17,090,772.31 815,648,504.28 4,053,079,857.70 439,484,554.42 7,276,597,630.00

8. Statement of changes in owners’ equity of the Company

2016

Unit: RMB

2016

Other equity instruments Specia

Other

Item Less: Treasury l Total owners’

Share capital Preference Perpetua Capital reserve comprehensive Surplus reserve Retained earnings

Other shares reserv equity

shares l bonds income

e

1. Balance at the end of the

955,758,496.00 1,013,498,848.06 11,610,721.68 815,648,504.28 3,259,342,039.15 6,032,637,165.81

prior year

Add: Changes in

accounting policies

Correction of errors in

prior periods

Other

2. Balance at the beginning of

955,758,496.00 1,013,498,848.06 11,610,721.68 815,648,504.28 3,259,342,039.15 6,032,637,165.81

the year

3. Increase/ decrease in the -33,156,185.00 -253,705,609.14 -11,610,721.68 73,113,278.76 192,494,135.29 -9,643,658.41

94

Lu Thai Textile Co., Ltd. Annual Report 2016

period (“-” means decrease)

3.1 Total comprehensive

731,132,787.55 731,132,787.55

income

3.2 Capital increased and

-33,156,185.00 -253,705,609.14 -11,610,721.68 -275,251,072.46

reduced by owners

3.2.1 Ordinary shares

-33,156,185.00 -253,706,278.05 -11,610,721.68 -275,251,741.37

increased by shareholders

3.2.2 Capital increased

by holders of other equity

instruments

3.2.3 Amounts of

share-based payments

charged to owners’ equity

3.2.4 Other 668.91 668.91

3.3 Profit distribution 73,113,278.76 -538,638,652.26 -465,525,373.50

3.3.1 Appropriation to

73,113,278.76 -73,113,278.76

surplus reserve

3.3.2 Appropriation to

-465,525,373.50 -465,525,373.50

owners (or shareholders)

3.3.3 Other

3.4 Internal carry-forward

of owners’ equity

3.4.1 New increase of

capital (or share capital) from

capital reserve

3.4.2 New increase of

capital (or share capital) from

surplus reserve

95

Lu Thai Textile Co., Ltd. Annual Report 2016

3.4.3 Surplus reserve for

making up loss

3.4.4 Other

3.5 Special reserve

3.5.1 Withdrawn for the

period

3.5.2 Used in the period

3.6 Other

4. Closing balance 922,602,311.00 759,793,238.92 888,761,783.04 3,451,836,174.44 6,022,993,507.40

2015

Unit: RMB

2015

Other equity instruments Specia

Other

Item Less: Treasury l Total owners’

Share capital Preferenc Perpetual Capital reserve comprehensive Surplus reserve Retained earnings

Other shares reserv equity

e shares bonds income

e

1. Balance at the end of the

955,758,496.00 1,013,392,242.22 742,347,832.47 3,077,515,240.89 5,789,013,811.58

prior year

Add: Changes in

accounting policies

Correction of errors in

prior periods

96

Lu Thai Textile Co., Ltd. Annual Report 2016

Other

2. Balance at the beginning of

955,758,496.00 1,013,392,242.22 742,347,832.47 3,077,515,240.89 5,789,013,811.58

the year

3. Increase/ decrease in the

106,605.84 11,610,721.68 73,300,671.81 181,826,798.26 243,623,354.23

period (“-” means decrease)

3.1 Total comprehensive

733,006,718.07 733,006,718.07

income

3.2 Capital increased and

106,605.84 11,610,721.68 -11,504,115.84

reduced by owners

3.2.1 Ordinary shares

11,610,721.68 -11,610,721.68

increased by shareholders

3.2.2 Capital increased

by holders of other equity

instruments

3.2.3 Amounts of

share-based payments

charged to owners’ equity

3.2.4 Other 106,605.84 106,605.84

3.3 Profit distribution 73,300,671.81 -551,179,919.81 -477,879,248.00

3.3.1 Appropriation to

73,300,671.81 -73,300,671.81

surplus reserve

3.3.2 Appropriation to

-477,879,248.00 -477,879,248.00

owners (or shareholders)

3.3.3 Other

3.4 Internal carry-forward

of owners’ equity

97

Lu Thai Textile Co., Ltd. Annual Report 2016

3.4.1 New increase of

capital (or share capital) from

capital reserve

3.4.2 New increase of

capital (or share capital) from

surplus reserve

3.4.3 Surplus reserve for

making up loss

3.4.4 Other

3.5 Special reserve

3.5.1 Withdrawn for the

period

3.5.2 Used in the period

3.6 Other

4. Closing balance 955,758,496.00 1,013,498,848.06 11,610,721.68 815,648,504.28 3,259,342,039.15 6,032,637,165.81

98

Lu Thai Textile Co., Ltd. Annual Report 2016

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’ 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)

99

Lu Thai Textile Co., Ltd. Annual Report 2016

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. As per the Proposal on Buy-back of Some A- and

B-shares considered and approved as a resolution at the 1st special meeting of shareholders on

August 5, 2015, the Company repurchased 33,156,200 domestically listed foreign shares (B-shares).

As of December 31, 2016, the registered capital of the Company was RMB922.6023 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 March 28, 2017.

There were 15 subsidiaries included into the consolidation scope of the Company in 2016, and for

the details, please refer to Notes IX. Equities among Other Entities. There was 1 increased

subsidiary and 1 decreased subsidiary in the consolidation scope as compard with 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

Standards for Business 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.

100

Lu Thai Textile Co., Ltd. Annual Report 2016

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

Is the Company subject to any disclosure requirements for special industries?

No.

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 “26. 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. 2016, business results and cash

flows for the year of 2016, 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 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.

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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

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,

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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 6 (2) in this

section), Whether the deals are “package deal” or not, belong to the “package deal”, see the

previous paragraphs described in this section and “12. long term equity investment transaction” in

this section 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

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

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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.

Once any changes in the relevant facts or situations result in any changes in the elements involved

in the aforesaid definition of “control”, the Company shall carry out a reassessment.

(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 “12. Long

Term Equity Investment” or “9. Financial Instruments” in this section.

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 12 (2) ④ in this section) 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 confirmed as other

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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. 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.

8. 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

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

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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.

9. 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.

(1) Determination of the fair value of main financial assets and financial liabilities

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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

liabilities are terminated from recognition, or are impaired or amortized, shall be recorded into the

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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

announcement by invested companies, it shall be recorded into the profits and losses of the current

period.

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(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

settled by delivering the said equity investment, is not reversed.

(4) Recognition and measurement of financial asset transfers

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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.

① Financial liabilities measured at fair values and whose changes are recorded in current gains and

losses

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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

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

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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.

10. 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

debts of the

million should recognize as the receivables with significant single amount.

individually

significant accounts

receivable

Method of individual The Company made an independent impairment test on receivables with

provision for bad significant single amounts; the financial assets without impairment by

debts of the independent impairment test should be included in financial assets

individually portfolio with similar credit risk to take the impairment test. Receivables

significant accounts was recognized with impairment should no longer be included in

receivable receivables portfolio with similar credit 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 □ Not applicable

Withdrawal proportion for Withdrawal proportion for other

Age

accounts receivable (%) accounts receivable (%)

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Within 1 year (including 1 year) 5.00% 5.00%

1-2 years 10.00% 10.00%

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 √ Not applicable

In the groups, adopting other methods to withdraw bad debt provision:

□ Applicable √ Not applicable

(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

Reason of individually withdrawing bad debt

have obvious indication showing that the debtors

provision

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 been impaired, impairment loss

shall be recognized on the basis of the gap

Withdrawal method for bad debt provision

between the current values of the future cash

flow lower than its book value so as to withdraw

provision for bad debts: receivables involved in

disputes, lawsuits or arbitrations; receivables

with clear signs that the debtor is not likely to

repay; and the like.

11. Inventory

Is the Company subject to any disclosure requirements for special industries?

No.

(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

Inventories shall be measured at planned cost when acquired, and the cost of the inventories

including the procurement cost, processing cost and other costs. Inventories shall be measured as

per the weighted average method when delivered; the difference between the actual cost and the

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planned cost shall be stated as cost variance and the Company shall account the cost variances of

the delivered inventories and adjust planned cost into actual cost periodically.

(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.

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.

12. 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 “9. financial instrument” in this

section.

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.

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(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

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.

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 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.

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

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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

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 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

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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 “6. (2) Method on preparation of combined financial

statements” in this section.

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

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.

13. Investment real estate

Measurement model of investment real estate

Costing method measurement

Depreciation or amortization method

The investment real estate refers to the real estate gaining the rent or capital appreciation or both. It

includes rented land use right, holding land use right to be transferred after the appreciation and

rented building, etc.

The investment real estate is measured initially according to the cost. The subsequent expenses

related with the investment real estate shall be calculated into the cost of investment real estate if

the economic benefit related with the asset may flow in and the cost may be measured reliably.

Other subsequent expenses shall be calculated in the current profits and losses at the occurrence.

The Company adopts the cost mode to conduct the subsequent measurement on the investment real

estate, depreciates or amortizes according to the policy consistent with the house building or land

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use right.

The devaluation test method and devaluation provision method for the investment real estate can be

seen 19 “Long-term Asset Devaluation”.

When the self-use real estate or stock is converted to the investment real estate or the investment

real estate is converted to the self-use real estate, the book value before the conversion shall be the

entry value after the conversion.

When the investment real estate is disposed, or out of usage permanently, and it is expected not to

get the economic benefit from the disposal, the confirmation on the investment real estate shall be

terminated. The disposal income for the sales, transferring, scrap or damage of the investment real

estate deducing the book value and related tax shall be calculated in the current profits and losses.

14. 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 Annual

Method Useful life Salvage value

assets deprecation

Housing and Average method of 5-30 years

0-10% 3.00%-20.00%

building useful life

Machinery Average method of 10-18 years

0-10% 5.00%-10.00%

equipments useful life

Transportation Average method of 5 years

0-10% 18.00%-20.00%

vehicle useful life

Electronic 5 years

Average method of

equipments and 0-10% 18.00%-20.00%

useful life

others

(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

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

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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.

15. Construction in progress

Is the Company subject to any disclosure requirements for special industries?

No.

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 “19 Long-term assets impairment” in this section.

16. Borrowing costs

Not applicable.

17. 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

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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 Annual deprecation

value (%) (%)

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

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.

18. 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

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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.

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.

(3) Impairment testing method and provision-making method for intangible assets

See “19 Impairment of long-term assets” in this section.

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19. 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

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.

20. 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 land contract fees, land rental fees and house rental

fees. And the long-term deferred expense shall be amortized by the straight-line method averagely

within the benefit period.

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21. 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,

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 basic endowment insurance and unemployment insurance

and welfare plans after demission include setting drawing plan. Where the setting drawing plan is

adopted, 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 Reporting 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.

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22. Revenue

Is the Company subject to any disclosure requirements for special industries?

No.

(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

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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 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 subsidy

(1) Judgment basis and accountant arrangement method for the government subsidy related

with the asset

The government subsidy refers to the Company gets the monetary and non-monetary assets for free

from the government, excluding the capital that the government invests as the owner. It can be

divided into the asset-related government subsidy and income-related government subsidy. The

Company defines the obtained government subsidy for the acquisition and construction or forming

the long-term asset in other ways as the asset-related government subsidy; other government

subsidies are defined as the income-related government subsidy. If the government document does

not clearly prescribe the subsidy object, the following ways shall be adopted to divide the subsidy

into the income-related government subsidy and asset-related government subsidy: (1) The

government document clears the specific project for the subsidy, it shall divide according to the

relative ratio of asset expenditure amount and entry cost expenditure amount to be formed in the

budget of specific project, review according to the division ratio at each balance sheet date, and

change when necessary; (2) The government document only makes the general expression on the

usage without indicated specific project, it shall be the income-related government subsidy.

If the government subsidy is monetary asset, it shall be measured according to the received or

receivable amount. If the government subsidy is non-monetary asset, it shall be measured according

to the fair value; it the fair value can not be got reliably, it shall be measured according to the

nominal amount. The government subsidy measured according to the nominal amount shall be

calculated in the current profits and losses directly.

The Company usually confirms and measures the government subsidy according to the received

amount when receiving actually. However, the financial support fund which can be received

complying with the related conditions prescribed in the financial support policy indicated by the

conclusive evidence shall be measured according to the receivable amount. The following

conditions shall be met for the government subsidy measured by the receivable amount: (1) The

receivable subsidy amount has been confirmed by the authorized government department, or it can

be measured reasonably according to the officially released provisions related with the financial

fund management method, and it is expected there is no major uncertainty for the amount; (2) It is

based on the financial support project and financial fund management method actively opened

released officially by the local financial department and according to the provision in Government

Information Disclosure Provisions, the management method shall be universal (any enterprise

complying with the prescribed condition can apply) rather than for the specific enterprise; (3) The

related subsidy approval document has clearly promised the appropriate term, and the appropriation

of the amount shall have the corresponding financial budget for the guarantee, therefore, it can

ensure to receive within the prescribed term reasonably; (4) Other related conditions (if any) shall

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be satisfied according to the specific case of the Company and the subsidy matter.

The asset-related government subsidy shall be confirmed as the deferred income, and it shall be

allocated in average and calculated in the current profits and losses within the service life of related

asset.

When the confirmed government subsidy needs to be returned and there is the related deferred

income balance, the related deferred income book balance shall be deducted, and the surpassing part

shall be calculated in the current profits and losses; If there is no related deferred income, it shall be

calculated in the current profits and losses directly.

The government capital investment is excluded in the government subsidy.

(2) Judgment basis and accounting treatment of government subsidies related to profits

The Company defines the obtained government subsidy for the acquisition and construction or

forming the long-term asset in other ways as the asset-related government subsidy; other

government subsidies are defined as the income-related government subsidy. If the government

document does not clearly prescribe the subsidy object, the following ways shall be adopted to

divide the subsidy into the income-related government subsidy and asset-related government

subsidy: (1) The government document clears the specific project for the subsidy, it shall divide

according to the relative ratio of asset expenditure amount and entry cost expenditure amount to be

formed in the budget of specific project, review according to the division ratio at each balance sheet

date, and change when necessary; (2) The government document only makes the general expression

on the usage without indicated specific project, it shall be the income-related government subsidy.

The income-related government subsidy to compensate the related expense and loss later shall be

confirmed as the deferred income, and it shall be calculated in the current profits and losses during

the period to confirm the related expenses; the occurred related expenses and losses for

compensation shall be calculated in the current profits and losses directly.

24. 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 this Reporting Period 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

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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.

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

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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.

25. 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

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

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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.

26. 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.

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.

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(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

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

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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

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.

VI. Taxation

1. Main taxes and tax rate

Category of taxes Tax basis Tax rate

Calculated the output tax at 17%, 13%, 6%, 5%, 3% and

VAT 0% of taxable income and paid the VAT by the amount after 17%, 13%, 6%, 5%, 3%, 0%

deducting the deductible withholding VAT at current period.

Urban maintenance and

Paid at 7%, 5%, 1% of the circulating tax actually paid 7%, 5%, 1%

construction tax

Enterprise income tax Paid at 0%, 9%, 15%, 16.5% and 25% of taxable income 0%, 9%, 15%, 16.5%, 25%

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respectively

Business tax Paid by 5% of taxable business income 5%

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”)

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”)

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”)

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”)

Lu An Garments Co., Ltd. (hereinafter referred to as “Lu An

0%

Garments”

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

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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.

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%.

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-owned subsidiary Lu Thai (Vietnam) Textile Co., Ltd. shall enjoy the preference of

enterprise income tax at 3 years’ starting term + 2 years’ duty-free term + 4 years’ half-tax term

according to the investment license issued by Vietnamese Fudong Industrial Zone Management

Committee, and it will enter into 2 years’ duty-free term if it is profitable within 3 years’ starting

term. The enterprise income tax rate shall be 20% after the preference term ends. The Company

shall enjoy 17% of the preference tax rate within 10 years since the tax year to get the first

production and operation income, and the enterprise income tax rate shall be 20% after the

preference term ends.

The wholly-owned subsidiary Lu An Garments Co., Ltd. shall enjoy the preference of enterprise

income tax at 3 years’ starting term + 2 years’ duty-free term + 4 years’ half-tax term according to

the investment license issued by Vietnamese Anjiang Province Economic Zone Management

Committee, and it will enter into duty-free term if the profitability is realized at any year within 3

years’ starting term. The Company shall enjoy 17% of the preference tax rate within 10 years since

the tax year to get the first production and operation income, and the enterprise income tax rate shall

be 20% after the preference term ends.

134

Lu Thai Textile Co., Ltd. Annual Report 2016

VII. Notes on major items in consolidated financial statements of the Company

1. Monetary funds

Unit: RMB

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

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 abroad 81,371,297.43 22,970,300.95

Other notes:

On 31 Dec. 2016, the monetary capital with restricted ownership of the Company was of RMB 8,188,564.67 (31 Dec. 2015:

RMB 29,805,722.42), which was the fixed deposit receipt of RMB 8,000,000.00 in order to pledge and obtain short term loan (See

24 and 58) by the Company’s subsidiary Lufeng Weaving & Dyeing and the expenses of the L/G margin of RMB 188,564.67.

2. Financial assets measured by fair value and the changes be included in the current gains and losses

Unit: RMB

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 √ Not applicable

4. Notes receivable

(1) Notes receivable listed by category

Unit: RMB

Item Closing balance Opening balance

Bank acceptance bill 12,263,703.90 31,611,924.20

Letter of credit 71,898,206.01 101,533,594.19

Total 84,161,909.91 133,145,518.39

135

Lu Thai Textile Co., Ltd. Annual Report 2016

(2) 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

Amount of recognition termination at the Amount of not terminated recognition at

Item

period-end the period-end

Bank acceptance bill 162,288,560.65

Total 162,288,560.65

5. Accounts receivable

(1) Accounts receivable disclosed by category

Unit: RMB

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

308,637, 15,507,8 293,129,7 276,788 13,940,10 262,848,04

provision according 100.00% 5.02% 100.00% 5.04%

549.96 22.03 27.93 ,146.79 4.17 2.62

to credit risks

characteristics

308,637, 15,507,8 293,129,7 276,788 13,940,10 262,848,04

Total 100.00% 5.02% 100.00% 5.04%

549.96 22.03 27.93 ,146.79 4.17 2.62

Accounts receivable with significant single amount for which bad debt provision separately accrued at the period-end

□ Applicable √ Not applicable

In the groups, accounts receivable adopting aging analysis method to accrue bad debt provision:

√Applicable □ Not applicable

Unit: RMB

Closing balance

Aging

Accounts receivable Bad debt provision Withdrawal proportion

Sub-item within 1 year

Within 1 year 308,294,658.96 15,414,732.93 5.00%

Subtotal within 1 year 308,294,658.96 15,414,732.93 5.00%

1 to 2 years 48,891.00 4,889.10 10.00%

2 to 3 years

136

Lu Thai Textile Co., Ltd. Annual Report 2016

Over 3 years 294,000.00 88,200.00 30.00%

Total 308,637,549.96 15,507,822.03 5.02%

Notes of the basis of recognizing the group:

In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision

□ Applicable √ Not applicable

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 RMB 1,820,217.21; the amount of the reversed

or collected part during the Reporting Period was of RM B0.00.

(3) The actual write-off accounts receivable

Unit: RMB

Item Amount

Actual write-off accounts receivable 252,499.35

(4) Top 5 of the closing balance of the accounts receivable collected according to the arrears party

The total amount of the Company’s top 5 of the closing balance of the accounts receivable collected according to the arrears

party was RMB 94,193,436.88, 30.52% of the total balance of account receivable at period-end. The relevant total balance of

bad debt provision was RMB 4,709,671.84.

6. Prepayment

(1) List by aging analysis:

Unit: RMB

Closing balance Opening balance

Aging

Amount Proportion Amount Proportion

Within 1 year 211,402,803.04 99.49% 194,103,626.51 98.63%

1 to 2 years 805,437.09 0.38% 1,693,651.78 0.86%

2 to 3 years 242,576.42 0.11% 339,302.71 0.17%

Over 3 years 36,684.96 0.02% 673,323.13 0.34%

Total 212,487,501.51 -- 196,809,904.13 --

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 collected 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 RMB

137

Lu Thai Textile Co., Ltd. Annual Report 2016

106,493,061.96, 50.12% of total balance of prepayment at period-end.

7. Interest receivable

(1) Category of interest receivable

Unit: RMB

Item Closing balance Opening balance

Fixed time deposit 653,075.08

Total 653,075.08

8. Other accounts receivable

(1) Other accounts receivable disclosed by category

Unit: RMB

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

52,008,9 5,746,12 46,262,83 80,678, 9,856,832 70,821,406.

bad debt provision 100.00% 11.05% 100.00% 12.22%

61.83 6.36 5.47 238.51 .23 28

according to credit

risks characteristics

52,008,9 5,746,12 46,262,83 80,678, 9,856,832 70,821,406.

Total 100.00% 11.05% 100.00% 12.22%

61.83 6.36 5.47 238.51 .23 28

Other accounts receivable with significant single amount for which bad debt provision separately accrued at the period-end

□ Applicable √ Not applicable

In the groups, other accounts receivable adopting aging analysis method to accrue bad debt provision:

√Applicable □ Not applicable

Unit: RMB

Closing balance

Aging

Other accounts receivable Bad debt provision Withdrawal proportion

Sub-item within 1 year

Within 1 year 38,835,691.70 1,941,784.58 5.00%

Subtotal within 1 year 38,835,691.70 1,941,784.58 5.00%

138

Lu Thai Textile Co., Ltd. Annual Report 2016

1 to 2 years 576,442.77 57,644.28 10.00%

2 to 3 years 323,507.10 64,701.42 20.00%

Over 3 years 12,273,320.26 3,681,996.08 30.00%

Total 52,008,961.83 5,746,126.36 11.05%

Notes of the basis of recognizing the group:

In the groups, other accounts receivable adopting balance percentage method to withdraw bad debt provision

□ Applicable √ Not applicable

In the groups, other accounts receivable adopting other methods to accrue bad debt provision:

□ Applicable √ Not applicable

(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 RMB-4,031,689.37; the amount of the reversed

or collected part during the Reporting Period was of RMB 0.00.

(3) The actual write-off other accounts receivable

Unit: RMB

Item Amount

Actual write-off other accounts receivable 79,016.50

(4) Other accounts receivable classified by the nature of accounts

Unit: RMB

Nature Closing book balance Opening book balance

Export taxes refund 18,563,850.28 23,876,307.85

Advance payment 17,597,169.14 33,467,444.93

Pledge and guarantee 3,757,964.01 6,956,093.54

Lending and deposit 1,404,072.87 3,811,593.38

Other 10,685,905.53 12,566,798.81

Total 52,008,961.83 80,678,238.51

(5) Top 5 of the closing balance of the other accounts receivable collected according to the arrears party

Unit: RMB

Proportion of the

total end balance of Closing balance of

Name of units Nature Closing balance Aging

the accounts bad debt provision

receivable (%)

139

Lu Thai Textile Co., Ltd. Annual Report 2016

Export taxes refund

Export taxes refund 15,898,164.68 Within 1 year 30.57% 794,908.23

receivable

Advance money

receivable of the Advance money 6,878,257.09 Within 1 year 13.22% 343,912.85

fundraising houses

Deposits for wages Deposits for wages

paid to migrant paid to migrant

2,955,620.10 Over 3 years 5.68% 886,686.03

workers of Zichuan workers of

District, Zibo infrastructure works

Finance Bureau of

Export tax refunds of

Zichuan District, 2,665,685.60 Over 3 years 5.13% 799,705.68

the local government

Zibo

Advance money

receivable of the Advance money 2,122,894.75 Within 1 year 4.08% 106,144.74

heating

Total -- 30,520,622.22 -- 58.68% 2,931,357.53

9. Inventory

Whether the Company needs to comply with the disclosure requirements of the real estate industry

No

(1) Category of inventory

Unit: RMB

Closing balance Opening balance

Item Falling price Falling price

Book balance Book value Book balance Book value

reserves reserves

Raw materials 719,354,838.11 620,979.00 718,733,859.11 608,670,473.36 1,635,229.99 607,035,243.37

Products in

412,808,521.45 412,808,521.45 445,688,953.21 445,688,953.21

process

Inventory goods 731,266,751.73 64,673,863.30 666,592,888.43 714,280,833.84 43,608,998.71 670,671,835.13

Consumptive

1,141,156.72 671,556.72 469,600.00 869,404.33 392,309.29 477,095.04

biological assets

Assigned

processing 18,095,572.86 18,095,572.86 20,090,846.49 20,090,846.49

products

Total 1,882,666,840.87 65,966,399.02 1,816,700,441.85 1,789,600,511.23 45,636,537.99 1,743,963,973.24

Whether the Company is required to comply with the "Shenzhen Stock Exchange Industry Information Disclosure Guidelines No. 4 -

listed companies engaged in seed industry, planting business" disclosure requirements

140

Lu Thai Textile Co., Ltd. Annual Report 2016

No

(2) Falling price reserves of inventory

Unit: RMB

Increased amount Decreased amount

Item Opening balance Reverse or Closing balance

Withdrawal Other Other

write-off

Raw materials 1,635,229.99 620,979.00 1,635,229.99 620,979.00

Inventory goods 43,608,998.71 45,396,578.64 24,331,714.05 64,673,863.30

Consumptive

392,309.29 503,423.59 224,176.16 671,556.72

biological assets

Total 45,636,537.99 46,520,981.23 26,191,120.20 65,966,399.02

Item Specific basis of withdrawal of Reasons for reversal Reasons for write-off

falling price reserves of

inventory

The lower one between cost of Sale in this year

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 Sale in this year

assets each item of inventory and its

realizable net value.

Notes:

① 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.

② Lu Thai (Xinjiang) Textile Co., Ltd., the Company’s subsidiary got the short-term borrowing of RMB 50 million with the

inventory pledge of RMB 12 million book value.

10. Other current assets

Unit: RMB

Item Closing balance Opening balance

Prepaid income tax to be deducted 1,325,487.99 3,108,886.97

141

Lu Thai Textile Co., Ltd. Annual Report 2016

VAT input tax to be deducted 40,242,307.31 16,640,924.10

Buy-back amount of B Share 20,634,142.65

Payment of the shares 17,007,362.62

Sales the shares 65,968,094.08

Total 107,535,889.38 57,391,316.34

Other notes:

11. Available-for-sale financial assets

(1) List of available-for-sale financial assets

Unit: RMB

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 42,782,600.00 24,660,000.00 67,442,600.00 67,442,600.00

instruments

Measured by cost 67,442,600.00 42,782,600.00 24,660,000.00 67,442,600.00 67,442,600.00

Total 67,442,600.00 42,782,600.00 24,660,000.00 67,442,600.00 67,442,600.00

(2) Available-for-sale financial assets measured by cost at the period-end

Unit: RMB

Book balance Impairment provision Shareholdi Cash

ng bonus of

Investee 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 55,282,600 55,282,600 42,782,600 42,782,600

4.13%

Rongchan .00 .00 .00 .00

142

Lu Thai Textile Co., Ltd. Annual Report 2016

g

Pharmacy

Co., Ltd.

(hereinafte

r refer to

as

“Rongcha

ng

Pharmacy”

)

Shandong

Hongqiao

Power Co., 12,000,000 12,000,000

19.38%

Ltd. .00 .00

(Hongqiao

Power)

67,442,600 67,442,600 42,782,600 42,782,600

Total --

.00 .00 .00 .00

12. Long-term accounts receivable

(1) List of long-term accounts receivable

Unit: RMB

Closing balance Opening balance

Discount rate

Item Bad debt Bad debt

Book balance Book value Book balance Book value range

provision provision

Financing lease

2,310,000.00 2,310,000.00 4,980,998.00 4,980,998.00 10.54%

receivables

Of which:

unrealized 55,436.96 55,436.96 332,959.49 332,959.49

financing income

Total 2,310,000.00 2,310,000.00 4,980,998.00 4,980,998.00 --

13. Investment property

(1) Investment property adopted the cost measurement mode

√Applicable □ Not applicable

Unit: RMB

Item Houses and buildings Land use right Work in process Total

I. Original book value

143

Lu Thai Textile Co., Ltd. Annual Report 2016

1. Opening balance

2. Increased amount of the Period 35,848,151.08 35,848,151.08

(1) Purchase

(2) Inventory/fixed assets / transfer of

35,848,151.08 35,848,151.08

project under construction

(3) Enterprise combination increase

3. Decreased amount of the Period

(1) Disposal

(2) Other transfers

4. Closing balance 35,848,151.08 35,848,151.08

II. Accumulative depreciation

1. Opening balance

2. Increased amount of the Period 10,004,060.52 10,004,060.52

(1) Withdrawal or amortization 854,487.76 854,487.76

(2) Accumulated depreciation of fixed

9,149,572.76 9,149,572.76

assets

3. Decreased amount of the Period

(1) Disposal

(2) Other transfers

4. Closing balance 10,004,060.52 10,004,060.52

III. Depreciation reserves

1. Opening balance

2. Increased amount of the Period

(1) Withdrawal

3. Decreased amount of the Period

(1) Disposal

(2) Other transfers

4. Closing balance

IV. Book value

1. Closing book value 25,844,090.56 25,844,090.56

2. Opening book value

144

Lu Thai Textile Co., Ltd. Annual Report 2016

14. Fixed assets

(1) List of fixed assets

Unit: RMB

Houses and Machinery Transportation Electronic and other

Item Total

buildings equipment equipment equipment

I. Original book

value

1. Opening

2,678,346,700.26 5,590,479,536.09 72,011,120.11 111,875,276.29 8,452,712,632.75

balance

2. Increased

365,912,600.31 351,655,412.90 4,717,701.63 14,265,397.28 736,551,112.12

amount of the period

(1) Outsourcing 8,692,949.37 288,590,774.04 4,717,701.63 9,320,089.56 311,321,514.60

(2) Transfer of

inventory\fixed

357,219,650.94 63,064,638.86 4,945,307.72 425,229,597.52

assets\project under

construction

(3) Increased

from enterprise

merger

40,493,414.19 40,203,798.06 7,366,410.57 17,987,523.32 106,051,146.14

3. Decreased

4,645,263.11 40,203,798.06 7,366,410.57 17,987,523.32 70,202,995.06

amount of the period

(1) Disposal or

35,848,151.08 35,848,151.08

Scrap

3,003,765,886.38 5,901,931,150.93 69,362,411.17 108,153,150.25 9,083,212,598.73

4. Closing

balance

II. Accumulative

743,043,738.02 2,643,463,604.14 52,009,768.71 79,137,398.87 3,517,654,509.74

depreciation

1.Opening

85,589,692.42 259,761,428.62 4,727,962.88 9,060,478.74 359,139,562.66

balance

2. Increased

85,589,692.42 259,761,428.62 4,727,962.88 9,060,478.74 359,139,562.66

amount of the period

(1) Withdrawal 12,061,140.85 33,085,680.68 6,327,777.34 13,981,609.77 65,456,208.64

2,911,568.09 33,085,680.68 6,327,777.34 13,981,609.77 56,306,635.88

3. Decreased

9,149,572.76 9,149,572.76

amount of the period

145

Lu Thai Textile Co., Ltd. Annual Report 2016

(1) Disposal or scrap 816,572,289.59 2,870,139,352.08 50,409,954.25 74,216,267.84 3,811,337,863.76

4. Closing

4,823,890.00 22,535,428.59 53,835.13 69,499.45 27,482,653.17

balance

III. Depreciation

6,780.26 1,718,834.35 15,691.53 1,741,306.14

reserves

1.Opening

6,780.26 1,718,834.35 15,691.53 1,741,306.14

balance

2. Increased

1,657,571.60 26,565.46 547.08 1,684,684.14

amount of the period

(1) Withdrawal 1,657,571.60 26,565.46 547.08 1,684,684.14

4,830,670.26 22,596,691.34 27,269.67 84,643.90 27,539,275.17

3. Decreased

amount of the period

(1) Disposal or scrap 2,182,362,926.53 3,009,195,107.51 18,925,187.25 33,852,238.51 5,244,335,459.80

1,930,479,072.24 2,924,480,503.36 19,947,516.27 32,668,377.97 4,907,575,469.84

4. Closing balance

IV. Book value 2,678,346,700.26 5,590,479,536.09 72,011,120.11 111,875,276.29 8,452,712,632.75

1. Closing book

365,912,600.31 351,655,412.90 4,717,701.63 14,265,397.28 736,551,112.12

value

2. Opening

8,692,949.37 288,590,774.04 4,717,701.63 9,320,089.56 311,321,514.60

book value

(2) Fixed assets leased out from operation lease

Unit: RMB

Item Closing book value

Houses and buildings 10,469,900.93

(3) Details of fixed assets failed to accomplish certification of property

Unit: RMB

Item Book value Reason

Ongoing inspection, surveying,

Weaving and yarn dying workshop 109,119,741.59 verification to application procedures by

Housing authorities

Employee’s dormitory building of eastern

45,462,923.66 Same with above

area of industrial park

146

Lu Thai Textile Co., Ltd. Annual Report 2016

Spinning Fourth factory workshop 96,952,590.50 Same with above

Employee’s dormitory building of western

130,021,743.30 Same with above

area of industrial park

Lufeng weaving dye workshop 32,543,630.20 Same with above

Other notes:

Note: Lu Thai (Xinjiang) Textile Co., Ltd., the Company’s subsidiary got the short-term borrowing

of RMB 80 million with the pledge of RMM 30,265,483.04 fixed asset at the book value and RMB

671,845.07 land use right at the book value and the deposit of RMB 8 million, see 24 and 58.

15. Construction in progress

(1) List of construction in progress

Unit: RMB

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

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

two-for-one

twisting

production line

project

Factory project of

1,153,723.06 1,153,723.06

Xinjiang Lu Thai

Reform project of

Xinsheng 13,387,636.75 13,387,636.75 30,335,215.53 30,335,215.53

Thermal Power

Expansion project

of Xinsheng 72,155,299.06 72,155,299.06

Thermal Power

Energy

9,607,705.02 9,607,705.02 9,445,960.77 9,445,960.77

conservation

147

Lu Thai Textile Co., Ltd. Annual Report 2016

project of Helijie

Lu Thai

(Cambodia) 3,202,357.80 3,202,357.80

garment project

Lu Thai (Burma)

27,134,693.98 27,134,693.98

project

Lu Thai

26,114,552.04 26,114,552.04 86,589,660.94 86,589,660.94

(Vietnam) project

Other small

3,966,433.79 3,966,433.79

projects

Total 29,436,732.30 29,436,732.30 42,045,705.70 42,045,705.70

(2) Changes of significant construction in progress

Unit: RMB

Of

Amount Proporti which:

Accumul

that on the Capitaliz

Other ative

Increase transferr estimate amount ation rate

Estimate decrease amount

Name of 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, 849,549. 372,553. 1,222,10

100.00% 100% Other

y 000.00 02 16 2.18

building

in

western

area of

Lu Thai

A new

230,000-

928,660, 4,337,16 18,498,6 22,835,8

spindle 100.00% 100% Other

000.00 2.70 90.80 53.50

producti

on line

148

Lu Thai Textile Co., Ltd. Annual Report 2016

project

and a

new

35,000-i

ngot

two-for-

one

twisting

producti

on line

project

Factory

project

26,150,0 1,153,72 7,970,02 9,123,74

of 100.00% 100% Other

00.00 3.06 3.00 6.06

Xinjiang

Lu Thai

Reform

project

of

62,770,0 30,335,2 23,803,7 40,751,2 13,387,6

Xinshen 86.00% 86% Other

00.00 15.53 14.89 93.67 36.75

g

Thermal

Power

Expansio

n project

of

240,000, 72,155,2 72,155,2

Xinshen 30.00% 30% Other

000.00 99.06 99.06

g

Thermal

Power

Energy

conserva

tion 40,880,0 9,445,96 2,596,59 2,434,85 9,607,70

99.00% 99% Other

project 00.00 0.77 4.25 0.00 5.02

of

Helijie

Lu Thai

(Cambod

123,056, 3,202,35 2,365,51 5,567,87

ia) 100.00% 100% Other

000.00 7.80 4.26 2.06

garment

project

Lu Thai 61,136,0 27,134,6 8,603,51 35,738,2 100.00% 100% Other

149

Lu Thai Textile Co., Ltd. Annual Report 2016

(Burma) 00.00 93.98 4.10 08.08

project

Lu Thai

242,282, 86,589,6 145,789, 206,264, 26,114,5

(Vietnam 96.00% 96% Other

300.00 60.94 832.98 941.88 52.04

) project

Other

93,035,7 77,107,1 73,140,7 3,966,43

small 83.00% 83% Other

00.00 50.34 16.55 3.79

projects

42,045,7 15,541,0 28,150,0 29,436,7

Total --

05.70 40.14 13.54 32.30

16. Engineering material

Unit: RMB

Item Closing balance Opening balance

Specific materials 6,491.45 187,384.85

Specific equipment 117,113,972.05 6,132,398.32

Total 117,120,463.50 6,319,783.17

17. Productive biological assets

(1) Productive biological assets adopted cost measurement mode

√ Applicable □ Not applicable

Unit: RMB

Item Planting industry Livestock Forestry Aquaculture Total

Hu sheep

I. Original book

value

1. Opening

1,398,871.02 1,398,871.02

balance

2. Increased

736,690.16 736,690.16

amount of the period

(1) Outsourcing 39,650.00 39,650.00

(2) Self

697,040.16 697,040.16

cultivate

330,451.75 330,451.75

3. Decreased

254,500.00 254,500.00

amount of the period

150

Lu Thai Textile Co., Ltd. Annual Report 2016

(1) Disposal 75,951.75 75,951.75

(2) Other 1,805,109.43 1,805,109.43

4. Closing balance 221,757.13 221,757.13

II. Accumulative

291,369.95 291,369.95

depreciation

1. Opening

291,369.95 291,369.95

balance

2. Increased

89,310.40 89,310.40

amount of the period

(1) Withdrawal 74,477.25 74,477.25

14,833.15 14,833.15

3. Decreased

423,816.68 423,816.68

amount of the period

(1) Disposal

(2) Other

4. Closing balance

III. Depreciation

reserves

1. Opening

balance

2. Increased

amount of the period

(1) Withdrawal

3. Decreased

1,381,292.75 1,381,292.75

amount of the period

(1) Disposal 1,177,113.89 1,177,113.89

(2) Other

1,398,871.02 1,398,871.02

4. Closing balance 736,690.16 736,690.16

IV. Book value 39,650.00 39,650.00

1. Closing book

697,040.16 697,040.16

value

2. Opening book 330,451.75 330,451.75

151

Lu Thai Textile Co., Ltd. Annual Report 2016

value

18. Intangible assets

(1) List of intangible assets

Unit: RMB

Item Land use right Patent right Non-patent right Total

I. Original book value

1. Opening balance 446,803,403.64 1,985,176.47 480,000.00 449,268,580.11

2. Increased amount of the period 33,169,532.18 33,169,532.18

(1) Purchase 33,169,532.18 33,169,532.18

(2) Internal R&D

(3) Enterprise combination increase

3. Decreased amount of the period

(1) Disposal

4. Closing balance 479,972,935.82 1,985,176.47 480,000.00 482,438,112.29

II. Accumulated amortization

1. Opening balance 84,646,918.80 1,025,674.68 210,000.00 85,882,593.48

2. Increased amount of the period 12,073,923.74 198,517.68 30,000.00 12,302,441.42

(1) Withdrawal 12,073,923.74 198,517.68 30,000.00 12,302,441.42

3. Decreased amount of the period

(1) Disposal

4. Closing balance 96,720,842.54 1,224,192.36 240,000.00 98,185,034.90

III. Depreciation reserves

1. Opening balance

2. Increased amount of the period

(1) Withdrawal

3. Decreased amount of the period

(1) Disposal

4. Closing balance

IV. Book value

1. Closing book value 383,252,093.28 760,984.11 240,000.00 384,253,077.39

2. Opening book value 362,156,484.84 959,501.79 270,000.00 363,385,986.63

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 is 0.00%.

152

Lu Thai Textile Co., Ltd. Annual Report 2016

19. R&D expenses

Unit: RMB

Increase Decrease

Opening Internal Recognized Transfer into Closing

Item

balance development as intangible current profits or balance

expenses assets losses

Product

289,826,541.83 289,826,541.83

development

Total 289,826,541.83 289,826,541.83

20. Goodwill

(1) Original book value of goodwill

Unit: RMB

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

21. Long-term unamortized expenses

Unit: RMB

Amortization

Item Opening balance Increased amount Decrease Closing balance

amount

Land contracting fee

27,639,383.04 200,000.00 1,046,113.68 26,793,269.36

of Xinjiang Luthai

Land rent of

57,484,762.21 30,812,175.30 1,401,964.61 86,894,972.90

overseas subsidiaries

Housing rent of

718,829.84 179,707.56 539,122.28

overseas subsidiaries

Total 85,124,145.25 31,731,005.14 2,627,785.85 114,227,364.54

Other notes:

153

Lu Thai Textile Co., Ltd. Annual Report 2016

22. Deferred income tax assets/deferred income tax liabilities

(1) Deferred income tax assets had not been off-set

Unit: RMB

Closing balance Opening balance

Item Deductible temporary Deferred income tax Deductible temporary Deferred income tax

difference assets difference assets

Assets impairment

140,348,122.97 22,081,838.10 88,791,730.93 14,770,956.88

provision

Unrealized internal sales

81,198,211.62 9,319,462.09 62,610,524.74 8,953,164.62

gain and loss

One-time listed

2,901,238.68 725,309.67

decoration expenses

Payroll payable 110,698,173.59 17,032,239.77 113,279,841.30 17,414,870.28

Deferred income 94,231,052.79 14,024,943.00 93,945,118.42 13,979,718.50

Change of fair value of

trading financial 46,695,875.00 7,004,381.25

liabilities

Total 429,376,799.65 63,183,792.63 405,323,090.39 62,123,091.53

(2) Deferred income tax liabilities had not been off-set

Unit: RMB

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 14,188,423.45 2,341,089.87 13,289,056.67 2,192,694.35

(3) Deferred income tax assets or liabilities listed by net amount after off-set

Unit: RMB

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

63,183,792.63 62,123,091.53

assets

154

Lu Thai Textile Co., Ltd. Annual Report 2016

Deferred income tax

2,341,089.87 2,192,694.35

liabilities

(4) List of unrecognized deferred income tax assets

Unit: RMB

Item Closing balance Opening balance

Deductible temporary difference 17,124,084.90 8,124,396.63

Deductible losses 28,727,921.83 134,950,376.05

Total 45,852,006.73 143,074,772.68

(5) Deductible losses of unrecognized deferred income tax assets will due the following years

Unit: RMB

Years Closing amount Opening amount Notes

Y 2017 649,483.64 20,826,906.25

Y 2018 125,946.78 23,670,032.23

Y 2019 1,456,659.23 23,798,042.42

Y 2020 22,245,128.73 57,112,714.07

Y 2021 4,250,703.45

Total 28,727,921.83 125,407,694.97 --

23. Other non-current assets

Unit: RMB

Item Closing balance Opening balance

Prepayment for equipment 5,853,067.38 21,721,084.27

Prepayment for land 25,406,401.00 12,781,283.00

Total 31,259,468.38 34,502,367.27

24. Short-term loans

(1) Category of short-term loans

Unit: RMB

Item Closing balance Opening balance

Pledge loan 28,266,701.32

Mortgage loan 310,000,000.00 180,000,000.00

155

Lu Thai Textile Co., Ltd. Annual Report 2016

Guaranteed loan 33,987,976.00 50,000,000.00

Credit loan 529,273,880.02 544,499,617.58

Total 873,261,856.02 802,766,318.90

25. Financial liabilities measured by fair value and the changes included in the current gains and losses

Unit: RMB

Item Closing balance Opening balance

Transaction financial liabilities 46,695,875.00

Derivative financial liabilities 46,695,875.00

Total 46,695,875.00

26. Notes payable

Unit: RMB

Category Closing balance Opening balance

Trade acceptance 2,709,149.48

Bank acceptance bill 400,000.00

Total 3,109,149.48

The total amount of the due but not pay notes payable at the period-end was of RMB0.00.

27. Accounts payable

(1) List of accounts payable

Unit: RMB

Item Closing balance Opening balance

Purchase of goods 149,708,800.67 163,649,100.70

Engineering equipment 82,922,798.32 79,077,530.07

Other 19,906,964.07 5,843,774.80

Total 252,538,563.06 248,570,405.57

28. Advance from customers

(1) List of advance from customers

Unit: RMB

Item Closing balance Opening balance

Advance from goods 89,451,314.62 95,077,531.32

156

Lu Thai Textile Co., Ltd. Annual Report 2016

Total 89,451,314.62 95,077,531.32

29. Payroll payable

(1) List of Payroll payable

Unit: RMB

Item Opening balance Increase Decrease Closing balance

I. Short-term salary 290,779,347.63 1,400,373,114.90 1,375,614,314.43 315,538,148.10

II. Post-employment

benefit-defined 484,251.99 214,414,273.87 214,818,224.05 80,301.81

contribution plans

III. Termination benefits 4,270,971.98 4,270,971.98

Total 291,263,599.62 1,619,058,360.75 1,594,703,510.46 315,618,449.91

(2) List of Short-term salary

Unit: RMB

Item Opening balance Increase Decrease Closing balance

1. Salary, bonus,

253,024,097.84 1,221,798,714.15 1,201,789,528.86 273,033,283.13

allowance, subsidy

2. Employee welfare 54,386,604.59 54,386,604.59

3. Social insurance 254,795.56 80,250,769.44 80,462,718.97 42,846.03

Including: 1. Medical

227,380.70 68,989,626.42 69,181,088.52 35,918.60

insurance premiums

Work-related injury

12,394.93 6,209,349.84 6,215,633.82 6,110.95

insurance

Maternity insurance 15,019.93 5,051,793.18 5,065,996.63 816.48

4. Housing fund 22,460.32 18,347,586.70 18,369,379.95 667.07

5. Labor union budget

and employee education 37,477,993.91 25,589,440.02 20,606,082.06 42,461,351.87

budget

Total 290,779,347.63 1,400,373,114.90 1,375,614,314.43 315,538,148.10

(3) List of drawing scheme

Unit: RMB

Item Opening balance Increase Decrease Closing balance

Basic pension benefits 458,648.69 203,122,516.82 203,507,441.69 73,723.82

157

Lu Thai Textile Co., Ltd. Annual Report 2016

Unemployment insurance 25,603.30 11,291,757.05 11,310,782.36 6,577.99

Total 484,251.99 214,414,273.87 214,818,224.05 80,301.81

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 26% 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.

30. Taxes payable

Unit: RMB

Item Closing balance Opening balance

VAT 8,584,752.76 8,095,634.56

Business tax 45,985,549.11 54,874,320.89

Corporate income tax 1,376,971.80 677,155.21

Personal income tax 6,314,742.98 3,706,913.14

Urban maintenance and construction tax 346,838.39

Stamp tax 468,060.60 452,140.04

Property tax 4,484,688.82 4,554,321.87

Land use tax 4,428,494.17 4,592,696.80

Education Surcharge 2,798,858.01 1,668,460.01

Local education surtax 1,865,905.35 1,112,306.69

Local water conservancy facility

906,683.07 534,220.54

construction fund

Total 77,214,706.67 80,615,008.14

31. Interest payable

Unit: RMB

Item Closing balance Opening balance

Interest payable on short-term borrowings 1,165,730.47 1,851,876.78

Total 1,165,730.47 1,851,876.78

32. Dividends payable

Unit: RMB

Item Closing balance Opening balance

158

Lu Thai Textile Co., Ltd. Annual Report 2016

Common stock dividends of the Group 441,113.64 441,113.64

Total 441,113.64 441,113.64

Note: Including significant unpaid dividends payable over one year, the unpaid reason shall be disclosed:

33. Other accounts payable

(1) Other accounts payable listed by nature of the account

Unit: RMB

Item Closing balance Opening balance

The deposit and guarantee 18,768,467.36 19,946,789.66

Collecting payment on behalf of others 22,870,555.86 16,801,587.86

Intercourse funds 2,641,922.16 2,941,300.16

Other 25,084,695.77 22,825,136.85

Total 69,365,641.15 62,514,814.53

(2) Other significant accounts payable with aging over one year

Unit: RMB

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 --

34. Long-term loan

(1) Category of long-term loan

Unit: RMB

Item Closing balance Opening balance

Guaranteed loan 135,678,044.89

Total 135,678,044.89

35. Long term payroll payable

(1) List of long term payroll payable

Unit: RMB

Item Closing balance Opening balance

III. Other long term welfare 79,122,422.89 81,499,403.98

159

Lu Thai Textile Co., Ltd. Annual Report 2016

Total 79,122,422.89 81,499,403.98

36. Deferred income

Unit: RMB

Item Opening balance Increase Decrease Closing balance Formation reasons

Government Government

95,802,118.42 2,601,700.00 2,468,765.59 95,935,052.83

subsidies subsidies

Unrealized financing

332,959.49 277,522.53 55,436.96 Finance lease

incomes

Total 96,135,077.91 2,601,700.00 2,746,288.12 95,990,489.79 --

Items involved in government subsidies:

Unit: RMB

Amount accrued

Amount of newly Related to the

Item Opening balance in non-business Other changes Closing balance

subsidy assets/ income

income

Related to the

Land 62,052,085.09 1,393,157.88 60,658,927.21

assets

Related to the

Equipment 32,793,033.33 2,601,700.00 942,607.75 34,452,125.58

assets

Production Related to the

957,000.00 132,999.96 824,000.04

biological assets assets

Total 95,802,118.42 2,601,700.00 2,468,765.59 95,935,052.83 --

37. Other non-current liabilities

Unit: RMB

Item Closing balance Opening balance

Other 1,840,000.00 1,840,000.00

Total 1,840,000.00 1,840,000.00

38. Share capital

Unit: RMB

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

160

Lu Thai Textile Co., Ltd. Annual Report 2016

shares

Notes:

According to the Company’s resolution of Proposal on Repurchasing the Company’s some A

shares and B shares in the first extraordinary shareholder’s meeting on 5 Aug. 2015, the

Company repurchased 33,156,185.00 shares of domestic listed foreign shares (B shares).

39. Capital reserves

Unit: RMB

Item Opening balance Increase Decrease Closing balance

Capital premium 948,167,616.39 253,706,278.05 694,461,338.34

Other capital reserves 58,978,550.58 668.91 58,979,219.49

Total 1,007,146,166.97 668.91 253,706,278.05 753,440,557.83

Other notes, including changes and reason of change:

The capital reserve was reduced by RMB 253,706,278.05 at this year, and it was caused by

repurchasing 33,156,185.00 shares of domestic listed foreign shares (B shares).The Company

repurchased HKD 339,661,433.43 of domestic listed foreign shares (B shares) in monetary way (it

is equivalent to RMB 286,862,463.05 according to the exchange rate at the repurchasing day)

according to the highest price of HKD 10.55 for per share and the lowest price of HKD 9.92, the

equity of RMB 33,156,185.00 was reduced respectively, and capital reserve- capital premium was

reduced by RMB 253,706,278.05.

40. Treasury stock

Unit: RMB

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

41. Other comprehensive income

Unit: RMB

Reporting Period

Less: Amount

Amount After-tax After-tax

Opening transferred Less: Closing

Item incurred attribute to attribute to

balance into profit and income tax balance

before the parent minority

loss in the expense

income tax company shareholder

current period

161

Lu Thai Textile Co., Ltd. Annual Report 2016

that

recognized

into other

comprehensive

income in

prior period

II. Other comprehensive reclassified 17,090,772.3 36,202,772. 36,202,772. 53,293,54

into profits or losses 1 58 58 4.89

Converted difference of the 17,090,772.3 36,202,772. 36,202,772. 53,293,54

foreign currency financial statement 1 58 58 4.89

17,090,772.3 36,202,772. 36,202,772. 53,293,54

total

1 58 58 4.89

42. Surplus reserves

Unit: RMB

Item Opening balance Increase Decrease Closing balance

Statutory surplus

812,306,931.70 73,113,278.76 885,420,210.46

reserves

Discretional surplus

3,341,572.58 3,341,572.58

reserves

Total 815,648,504.28 73,113,278.76 888,761,783.04

Other note, including changes and reason of change:

Notes: According to the provisions in Corporate Law and Articles of Association, the Company

extracted the statutory surplus reserve at 10% of the net profit.

43. Retained profits

Unit: RMB

Item Reporting Period Last period

Opening balance of retained profits before

4,053,079,857.70 3,892,066,534.32

adjustments

Opening balance of retained profits after

4,053,079,857.70 3,892,066,534.32

adjustments

Add: Net profit attributable to owners of the

805,446,326.99 712,193,243.19

Company

Less: Withdrawal of statutory surplus reserves 73,113,278.76 73,300,671.81

Dividend of common stock payable 465,525,373.50 477,879,248.00

Closing retained profits 4,319,887,532.43 4,053,079,857.70

List of adjustment of opening retained profits:

162

Lu Thai Textile Co., Ltd. Annual Report 2016

1) RMB000 opening retained profits was affected by retrospective adjustment conducted according to the Accounting Standards for

Business Enterprises and relevant new regulations.

2) RMB000 opening retained profits was affected by changes on accounting policies.

3) RMB000 opening retained profits was affected by correction of significant accounting errors.

4) RMB000 opening retained profits was affected by changes in combination scope arising from same control.

5) RMB000 opening retained profits was affected totally by other adjustments.

44. Revenues and operating costs

Unit: RMB

Reporting Period Last period

Item

Revenue Operating costs Revenue Operating costs

Main operations 5,713,165,522.27 3,838,046,141.02 5,909,772,762.98 4,175,234,398.18

Other operations 268,585,822.36 166,975,276.36 263,550,015.63 165,800,478.86

Total 5,981,751,344.63 4,005,021,417.38 6,173,322,778.61 4,341,034,877.04

45. Business tax and surcharges

Unit: RMB

Item Reporting Period Last period

Urban maintenance and construction tax 30,239,685.31 28,144,085.36

Education surcharge 13,667,756.39 12,865,492.60

Property tax 13,107,952.04

Land use tax 12,854,644.38

Vehicle usage tax 61,044.20

Stamp tax 2,550,190.04

Business tax 593,989.16 1,699,505.61

Local education surtax 9,111,881.84 8,576,995.04

Local water conservancy facility

4,332,576.60 4,023,905.42

construction fund

Total 86,519,719.96 55,309,984.03

46. Sales expenses

Unit: RMB

Item Reporting Period Last period

Salary 50,423,791.03 52,872,651.88

Transport fees 34,708,081.50 33,139,133.69

163

Lu Thai Textile Co., Ltd. Annual Report 2016

Advertising expense 12,619,004.10 24,551,068.37

Mall costs 8,740,936.16 13,806,476.08

Terminal Handing charges 10,170,488.09 7,552,206.39

Depreciation charge 5,654,563.26 7,225,171.78

Business travel charges 6,656,203.48 1,186,716.19

Travel expense 4,928,478.09 5,319,184.05

Copyright royalty 891,154.41 3,227,464.60

Rental charges 1,524,816.35 2,681,385.17

Design charges 2,209,686.15 2,553,719.50

Other 20,342,790.60 37,818,117.49

Total 158,869,993.22 191,933,295.19

47. Administrative expenses

Unit: RMB

Item Reporting Period Last period

R&D expenses 289,826,541.83 294,928,756.29

Salary 132,863,419.92 115,940,476.52

Taxes 14,735,118.17 40,962,025.54

Depreciation charge 24,202,687.01 36,733,403.06

Warehouse funding 24,187,533.53 21,383,855.97

Travel expense 24,028,119.88 9,486,878.28

Rental charges 14,837,609.14 15,572,868.91

Labor-union expenditure 14,792,241.78 14,842,795.98

Employee education budget 10,797,684.26 10,483,788.24

Amortization of intangible assets 10,442,349.46 10,383,276.33

Transport fees 6,941,005.81 6,815,115.78

Other 91,744,575.79 93,171,143.39

Total 659,398,886.58 670,704,384.29

Notes:

48. Financial expenses

Unit: RMB

Item Reporting Period Last period

Interest expenses 18,895,107.98 18,898,648.84

164

Lu Thai Textile Co., Ltd. Annual Report 2016

Less: Interest income 5,867,570.13 6,226,423.16

Less: Amount of capitalized interest

Exchange gains and losses 953,185.06 -3,061,394.46

Less: capitalization of foreign currency

exchange gains and losses

Other 6,716,938.73 6,870,192.67

Total 20,697,661.64 16,481,023.89

49. Asset impairment loss

Unit: RMB

Item Reporting Period Last period

I. Bad debt loss -2,211,472.16 4,827,646.30

II. Inventory falling price loss 46,520,981.23 19,902,794.60

III. Impairment losses on available-for-sale

42,782,600.00

financial assets

VII. Impairment losses of fix asset

1,741,306.14 2,567,004.84

impairment loss

Total 88,833,415.21 27,297,445.74

50. Gains on the changes in the fair value

Unit: RMB

Source Reporting Period Last period

Financial assets measured by fair value and

the changes be included in the current 17,296,256.36 -17,296,256.36

profits and losses

Financial liabilities measured by fair value

and the changes included in the current 46,695,875.00 -43,389,675.00

gains and losses

Total 63,992,131.36 -60,685,931.36

51. Investment income

Unit: RMB

Item Reporting Period Last period

Investment income received from financial

assets measured by fair value and the changes 1,381,926.82 373,901.27

be included in the current profits and losses

165

Lu Thai Textile Co., Ltd. Annual Report 2016

during holding period

Investment income received from disposal of

financial assets measured by fair value and the

-62,161,587.02 31,166,114.24

changes be included in the current profits and

losses during holding period

Total -60,779,660.20 31,540,015.51

52. Non-operating gains

Unit: RMB

Recorded in the amount of the

Item Reporting Period Last period

non-recurring gains and losses

Total gains from disposal of

1,573,832.63 959,445.92 1,573,832.63

non-current assets

Including: Gains from disposal

1,573,832.63 959,445.92 1,573,832.63

of fixed assets

Government subsidies 64,121,633.01 43,266,788.43 64,121,633.01

Other 9,558,685.34 7,975,499.49 9,558,685.34

Total 75,254,150.98 52,201,733.84 75,254,150.98

Government subsidies recorded into current profits and losses

Unit: RMB

Whether

Whether

influence the Related to the

Distribution Distribution Special Reporting

Item Nature/type profits or Last period assets/

entity reason subsidy or Period

losses of the income

not

year or not

Due to

engaged in

special

industry that

the state

Contract encouraged

energy Finance and

management Bureau of Subsidy supported, Yes No 3,230,000.00

financial Zibo gained Related to the

reward subsidy income

(obtaining in

line with the

law and the

regulations of

national

166

Lu Thai Textile Co., Ltd. Annual Report 2016

policy)

Finance Due to Related to the

Bureau of engaged in income

Zibo special

industry that

the state

encouraged

Funds for and

encouraging supported,

Subsidy Yes No 67,700.00

foreign trade gained

development subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

the state

encouraged

and

Export credit

supported,

insurance Subsidy Yes No 22,700.00

Finance gained Related to the

premiums

Bureau of subsidy income

Zibo (obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

Export credit

the state

insurance Subsidy Yes No 20,500.00

encouraged

premiums

and

Finance supported, Related to the

Bureau of gained income

Zibo subsidy

167

Lu Thai Textile Co., Ltd. Annual Report 2016

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

the state

encouraged

Funds for

and

Industrial

supported,

upgrading Subsidy Yes No 1,000,000.00

Finance gained Related to the

and

Bureau of subsidy income

upgrading

Zibo (obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

the state

encouraged

Finance and

Funds for

Bureau of supported,

foreign trade Subsidy Yes No 52,400.00

Zichuan gained

development

District subsidy Related to the

(obtaining in income

line with the

law and the

regulations of

national

policy)

Akesu Due to

Agricultural Prefecture engaged in

Related to the

loan Bureau of Subsidy special Yes No 150,000.00

income

Discounts Finance, industry that

Office of the state

168

Lu Thai Textile Co., Ltd. Annual Report 2016

Poverty encouraged

Alleviation and

and supported,

Development gained

of Akesu subsidy

Prefecture (obtaining in

line with the

law and the

regulations of

national

policy)

Subsidy

gained due to

Finance

confirming

Department

with local

of the

government

Loan subsidy Xinjiang Subsidy Yes No 270,000.00

attracting

Uygur

investment

Autonomous

and local

Region

supportive

policy etc.

Human Subsidy

Resources gained due to

and Social confirming

Security with local

Labor Bureau of government

training Akesu Subsidy attracting Yes No 220,800.00

subsidy Prefecture, investment

Akesu and local

Prefecture supportive

Bureau of policy etc.

Finance

Subsidy

gained due to

confirming

The county with local

World Bank government government Related to the

Subsidy Yes No 517,000.00

loan subsidy office of Pupi attracting income

Avati investment

and local

supportive

policy etc.

Lint freight Finance Subsidy Subsidy Yes No 2,850,000.00 Related to the

169

Lu Thai Textile Co., Ltd. Annual Report 2016

subsidies Department gained due to income

of the confirming

Xinjiang with local

Uygur government

Autonomous attracting

Region investment

and local

supportive

policy etc.

The Letter

Committee of

the Xinjiang

Uygur

Autonomous

Region,

Subsidy

Development

gained due to

and Reform

confirming

Commission

with local

Electricity of

government Related to the

Finance Autonomous Subsidy Yes No 318,191.00

attracting income

subsidies Region,

investment

Finance

and local

Department

supportive

of

policy etc.

Autonomous

Region,

Chinese

power

company in

Xinjiang

Subsidy

gained due to

confirming

with local

Akesu

VAT subsidy government Related to the

Prefecture Subsidy Yes No 7,000,000.00

funds attracting income

Bureau of

investment

Finance

and local

supportive

policy etc.

Subsidy

Electricity Related to the

Subsidy gained due to Yes No 308,664.00

subsidy income

confirming

170

Lu Thai Textile Co., Ltd. Annual Report 2016

Akesu with local

Prefecture government

Bureau of attracting

Finance investment

and local

supportive

policy etc.

Subsidy

gained due to

confirming

with local

Xinjiang Akesu

government Related to the

cotton Prefecture Subsidy Yes No 5,169,900.00

attracting income

subsidies Bureau of

investment

Finance

and local

supportive

policy etc.

Subsidy

gained due to

confirming

with local

Akesu

Loan government Related to the

Prefecture Subsidy Yes No 22,200.00

discounts attracting income

Bureau of

investment

Finance

and local

supportive

policy etc.

Subsidy

gained due to

confirming

with local

Cotton yarn Akesu

government Related to the

freight Prefecture Subsidy Yes No 5,034,500.00

attracting income

subsidies Bureau of

investment

Finance

and local

supportive

policy etc.

Subsidy

gained due to

Loan confirming Related to the

Subsidy Yes No 5,079,500.00

discounts with local income

Akesu

government

Prefecture

attracting

Bureau of

171

Lu Thai Textile Co., Ltd. Annual Report 2016

Finance investment

and local

supportive

policy etc.

Subsidy

Akesu gained due to

Prefecture confirming

Bureau of with local

Cotton yarn

Finance government Related to the

freight Subsidy Yes No 4,151,915.00

attracting income

subsidies

investment

and local

supportive

policy etc.

Subsidy

gained due to

confirming

with local

Akesu

government Related to the

Electricity Prefecture Subsidy Yes No 335,556.00

attracting income

subsidy Bureau of

investment

Finance

and local

supportive

policy etc.

Subsidy

gained due to

confirming

with local

Akesu

government Related to the

Electricity Prefecture Subsidy Yes No 313,920.00

attracting income

subsidy Bureau of

investment

Finance

and local

supportive

policy etc.

Due to

engaged in

special

Comprehensi Finance

industry that

ve utilization Bureau of Related to the

Subsidy the state Yes No 1,257,701.12

of resources Zichuan income

encouraged

drawback District

and

supported,

gained

172

Lu Thai Textile Co., Ltd. Annual Report 2016

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

the state

encouraged

Finance and

Funds for

Bureau of supported, Related to the

foreign trade Subsidy Yes No 600,000.00

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

Finance and

Export credit

Bureau of supported, Related to the

insurance Subsidy Yes No 200,000.00

Zichuan gained income

subsidy

District subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Foreign Finance Due to

economic and Bureau of engaged in Related to the

Subsidy Yes No 596,400.00

trade Zichuan special income

cooperation District industry that

173

Lu Thai Textile Co., Ltd. Annual Report 2016

subsidies 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

encouraged

Finance and

Import

Bureau of supported, Related to the

discount Subsidy Yes No 52,000.00

Zichuan gained income

interest funds

District subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

the state

"TOP 50

encouraged

enterprises" Finance

and

management Bureau of Related to the

Subsidy supported, Yes No 650,000.00

consulting Zichuan income

gained

special District

subsidy

subsidies

(obtaining in

line with the

law and the

regulations of

national

174

Lu Thai Textile Co., Ltd. Annual Report 2016

policy)

Due to

engaged in

special

industry that

the state

encouraged

Finance and

E-commerce

Bureau of supported, Related to the

business Subsidy Yes No 100,000.00

Zichuan gained income

award

District subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

the state

encouraged

Finance and

Export credit Bureau of supported, Related to the

Subsidy Yes No 73,500.00

subsidy Zichuan gained income

District subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Subsidy from

Energy

People's R&D

saving

Government Award Technical Related to the

outstanding Yes No 1,000,000.00

of Shandong updating and income

contribution

Province transformatio

award

n, etc.

People's Subsidy from

Award for

Government R&D Related to the

Science and Award Yes No 50,000.00

of Shandong Technical income

Technology

Province updating and

175

Lu Thai Textile Co., Ltd. Annual Report 2016

transformatio

n, etc.

Zibo Award Subsidy from

Science and High-tech R&D

technology Industrial Technical

Related to the

innovation Development updating and Yes No 120,000.00

income

support Zone transformatio

Award Management n, etc.

Committee

Project Zibo Award Subsidy from

Energy Municipal R&D

Conservation Bureau of Technical

Award housing and updating and

urban rural transformatio Related to the

Yes No 171,850.00

development, n, etc. income

Zibo

Municipal

Finance

Bureau

Provincial Finance Award Due to

export award Bureau of engaged in

Zichuan special

District industry that

the state

encouraged

and

supported, Related to the

Yes No 42,400.00

gained income

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

Patent Department

industry that Related to the

creation of Finance of Yes No 12,000.00

the state income

award Shandong

encouraged

and

supported,

176

Lu Thai Textile Co., Ltd. Annual Report 2016

Award gained

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

Human the state

Resources encouraged

Graduate and Social and

employment Security supported, Related to the

Subsidy Yes No 384,000.00

apprentice Bureau of gained income

subsidies Zibo, Finance subsidy

Bureau of (obtaining in

Zibo line with the

law and the

regulations of

national

policy)

Subsidy from

Award for People's R&D

Science and Government Technical Related to the

Award Yes No 100,000.00

Technology of Shandong updating and income

of Shandong Province transformatio

n, etc.

Due to

engaged in

special

industry that

the state

Municipal

Finance encouraged

standardizati Related to the

Bureau of Subsidy and Yes No 300,000.00

on project income

Zibo supported,

funds

gained

subsidy

(obtaining in

line with the

law and the

177

Lu Thai Textile Co., Ltd. Annual Report 2016

regulations of

national

policy)

Due to

engaged in

special

industry that

the state

encouraged

Subsidies for Finance and

unemployme Bureau of supported, Related to the

Subsidy Yes No 4,605,885.00

nt and stable Zichuan gained income

position District subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

the state

encouraged

Finance and

Export credit

Bureau of supported, Related to the

insurance Subsidy Yes No 60,200.00

Zichuan gained income

subsidy

District subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Subsidy from

Taishan

Finance R&D

industry

Bureau of Technical Related to the

leading talent Subsidy Yes No 2,000,000.00

Zichuan updating and income

project

District transformatio

subsidy

n, etc.

Social Financial Due to

Subsidy Yes No 306,306.60

insurance Department engaged in

178

Lu Thai Textile Co., Ltd. Annual Report 2016

subsidies and of Shandong, special

post subsidies Department industry that

of Labour the state

and Social encouraged

Security of and

Related to the

Shandong supported,

income

gained

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Zibo

Subsidy from

Science and High-tech

R&D

technology Industrial Related to the

Technical

innovation Development Award Yes No 348,000.00 income

updating and

support Zone

transformatio

Award Management

n, etc.

Committee

Due to

engaged in

special

industry that

Finance

the state

Bureau of

encouraged

Shandong ,H

and

Social uman Related to the

supported,

security Resources Subsidy Yes No 416,421.00 income

gained

subsidies and Social

subsidy

Security

(obtaining in

Bureau of

line with the

Shandong

law and the

regulations of

national

policy)

Due to

Funds for

engaged in

development

Finance special

of foreign

Bureau of Subsidy industry that Yes No 228,200.00

trade and

Zibo the state

economic

encouraged

cooperation

179

Lu Thai Textile Co., Ltd. Annual Report 2016

and

supported, Related to the

gained income

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in Related to the

special income

industry that

Financial the state

Department encouraged

of Shandong, and

Employment Department supported,

Subsidy Yes No 629,620.00

subsidy of Labour gained

and Social subsidy

Security of (obtaining in

Shandong line with the

law and the

regulations of

national

policy)

Subsidy from

R&D

Award for

Technical

Science and CTEI Award Yes No 10,000.00

updating and

Technology

transformatio

n, etc. Related to the

income

Subsidy from

Provincial R&D Related to the

Finance

key Technical income

Bureau of Subsidy Yes No 1,500,000.00

laboratory updating and

Zibo

grants transformatio

n, etc.

Social Financial Due to

insurance Department Subsidy engaged in Yes No 1,602,937.70

subsidies and of Shandong, special

180

Lu Thai Textile Co., Ltd. Annual Report 2016

post subsidies Department industry that

of Labour the state Related to the

and Social encouraged income

Security of and

Shandong supported,

gained

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special Related to the

industry that income

the state

encouraged

Garden, and

Finance

green land supported,

Bureau of Subsidy Yes No 8,070,000.00

upgrade gained

Zichuan

subsidies subsidy

District

(obtaining in

line with the

law and the

regulations of

national

policy)

Party Zibo

members Municipal

Subsidy Yes No 30,000.00

training Committee of

subsidies CPC Related to the

income

Subsidy for

Subsidy from

independent

R&D

innovation Finance

Technical

and Bureau of Subsidy Yes No 1,000,000.00

updating and Related to the

achievements Zibo

transformatio income

transformatio

n, etc.

n

181

Lu Thai Textile Co., Ltd. Annual Report 2016

The Zibo

Subsidy from

outstanding High-tech

R&D

contribution Industrial

Technical

prize in Development Award Yes No 502,400.00

updating and

science and Zone

transformatio Related to the

technology Management

n, etc. income

innovation Committee

Due to

engaged in

special

industry that

the state

encouraged

Funds for Finance and

encouraging Bureau of supported,

Subsidy Yes No 422,000.00

foreign trade Zichuan gained Related to the

development District subsidy income

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

the state

Funds for encouraged

Related to the

development Finance and

income

of center Bureau of supported,

Subsidy Yes No 100,000.00

foreign trade Zichuan gained

and economic District subsidy

cooperation (obtaining in

line with the

law and the

regulations of

national

policy)

Finance Due to

Saving Bureau of engaged in

Subsidy Yes No 330,000.00

energy funds Zichuan special

District industry that

182

Lu Thai Textile Co., Ltd. Annual Report 2016

the state

encouraged

and

supported,

Related to the

gained

income

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Due to

engaged in

special

industry that

the state

encouraged

Credit Finance and

insurance Bureau of supported,

Subsidy Yes No 372,024.00

premium Zichuan gained Related to the

subsidies District subsidy income

(obtaining in

line with the

law and the

regulations of

national

policy)

Subsidy from Related to the

R&D income

Ministry of

Project funds Technical

Science and Subsidy Yes No 278,500.00

allowance updating and

Technology

transformatio

n, etc.

Subsidy from Related to the

R&D income

Ministry of

Project funds Technical

Science and Subsidy Yes No 46,000.00

subsidy updating and

Technology

transformatio

n, etc.

Social Career office Subsidy Related to the

security of Zichuan Subsidy gained due to Yes No 7,082.10 income

subsidy District confirming

183

Lu Thai Textile Co., Ltd. Annual Report 2016

with local

government

attracting

investment

and local

supportive

policy etc.

Subsidy from Related to the

Science and Finance R&D income

technology Bureau of Technical

Subsidy Yes No 4,640,000.00

innovation Chuan updating and

fund District transformatio

n, etc.

Award for People's Subsidy from Related to the

Science and Government R&D income

Technology of Shandong Technical

Award Yes No 100,000.00

Province updating and

transformatio

n, etc.

Subsidy from Related to the

Science and R&D income

People's

technology Technical

Government Award Yes No 100,000.00

and patent updating and

of Zibo City

award transformatio

n, etc.

Subsidy Related to the

gained due to income

confirming

Finance with local

Industrial

Bureau of government

design Subsidy Yes No 400,000.00

Zichuan attracting

support funds

District investment

and local

supportive

policy etc.

Subsidy Related to the

gained due to income

The industry

Finance confirming

and

Bureau of with local

information Subsidy Yes No 100,000.00

Zichuan government

industry

District attracting

support funds

investment

and local

184

Lu Thai Textile Co., Ltd. Annual Report 2016

supportive

policy etc.

Due to Related to the

engaged in income

special

industry that

Finance the state

Bureau of encouraged

Zichuan and

Import

District, supported,

discount Subsidy Yes No 30,000.00

Bureau of gained

interest funds

Commerce of subsidy

Zichuan (obtaining in

District line with the

law and the

regulations of

national

policy)

Due to Related to the

engaged in income

special

industry that

Finance the state

Bureau of encouraged

Zichuan and

Export credit

District, supported,

insurance Subsidy Yes No 287,200.00

Bureau of gained

premiums

Commerce of subsidy

Zichuan (obtaining in

District line with the

law and the

regulations of

national

policy)

Due to Related to the

engaged in income

special

Finance

Import industry that

Bureau of

discount Subsidy the state Yes No 70,000.00

Zichuan

interest funds encouraged

District

and

supported,

gained

185

Lu Thai Textile Co., Ltd. Annual Report 2016

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Subsidy Related to the

gained due to income

Shandong confirming

Taishan Provincial with local

scholar Party government

Subsidy Yes No 300,000.00

construction Committee attracting

funds Organization investment

Department and local

supportive

policy etc.

Subsidy Related to the

Human gained due to income

Resources confirming

Graduate and Social with local

employment Security government

Subsidy Yes No 360,000.00

apprentice Bureau of attracting

subsidies Zibo, Finance investment

Bureau of and local

Zibo supportive

policy etc.

Due to Related to the

engaged in income

special

industry that

the state

Funds for encouraged

development Finance and

of center Bureau of supported,

Subsidy Yes No 360,446.00

foreign trade Zichuan gained

and economic District subsidy

cooperation (obtaining in

line with the

law and the

regulations of

national

policy)

186

Lu Thai Textile Co., Ltd. Annual Report 2016

Human Related to the

Resources income

and Social

Security Subsidy

Bureau of gained due to

Shandong, confirming

Subsidies for Finance with local

unemployme Bureau of government

Subsidy Yes No 4,214,746.00

nt and stable Shandong, attracting

position Development investment

and Reform and local

Commission supportive

of Shandong, policy etc.

the Letter

Committee of

Shandong

Subsidy from Related to the

R&D income

Award for

Technical

Science and CTEI Award Yes No 50,000.00

updating and

Technology

transformatio

n, etc.

Subsidy Related to the

gained due to income

Subsidies for Finance

confirming

transferring Department

with local

Xinjiang of the

government

cotton to Xinjiang Subsidy Yes No 1,667,800.00

attracting

warehouses Uygur

investment

out of Autonomous

and local

Xinjiang Region

supportive

policy etc.

Subsidy Related to the

gained due to income

confirming

with local

Exhibit Commerce

government

booths Department Subsidy Yes No 35,500.00

attracting

subsidies of Shandong

investment

and local

supportive

policy etc.

Technicians Human Subsidy Subsidy Yes No 50,000.00 Related to the

187

Lu Thai Textile Co., Ltd. Annual Report 2016

subsidies Resources gained due to income

and Social confirming

Security with local

Bureau of government

Zibo, Finance attracting

Bureau of investment

Zibo and local

supportive

policy etc.

Subsidy Related to the

Financial gained due to income

Department confirming

Social of Shandong, with local

insurance Department government

Subsidy Yes No 560,028.43

subsidies and of Labour attracting

post subsidies and Social investment

Security of and local

Shandong supportive

policy etc.

Subsidy from

R&D

Patent Finance

Technical

development Bureau of Subsidy Yes No 80,000.00 Related to the

updating and income

subsidy Zibo

transformatio

n, etc.

Due to

engaged in

special

industry that

the state

encouraged

Related to the

and

Import credit Finance income

supported,

insurance Bureau of Subsidy Yes No 45,485.00

gained

premiums Zibo

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Funds for Finance Due to

Subsidy Yes No 105,600.00

development Bureau of engaged in

188

Lu Thai Textile Co., Ltd. Annual Report 2016

of foreign Zibo special

trade and industry that

economic the state

cooperation encouraged

and

supported,

Related to the

gained

income

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

Subsidy from

Science and R&D

People's

technology Technical

Government Award Yes No 30,000.00 Related to the

and patent updating and income

of Zibo City

award transformatio

n, etc.

Subsidy

Finance gained due to

Bureau of confirming

Special funds

Zichuan with local

for the

District, government

service Subsidy Yes No 54,600.00 Related to the

Bureau of attracting

industry income

Commerce of investment

development

Zichuan and local

District supportive

policy etc.

Due to

engaged in

special

Special funds industry that

Related to the

for the state

income

development Finance encouraged

of center Bureau of Subsidy and Yes No 37,530.00

foreign trade Zibo supported,

and economic gained

cooperation subsidy

(obtaining in

line with the

law and the

189

Lu Thai Textile Co., Ltd. Annual Report 2016

regulations of

national

policy)

Subsidy from

R&D

Award for

CTEI Award Technical

Science and Award Yes No 10,000.00 Related to the

Office updating and income

Technology

transformatio

n, etc.

Due to

engaged in

special

industry that

the state

encouraged

and

Import Department

supported,

discount of Finance of Subsidy Yes No 80,000.00

gained Related to the

interest funds Shandong

subsidy income

(obtaining in

line with the

law and the

regulations of

national

policy)

Subsidy

gained due to

confirming

Economic

Energy with local

and

management government

Information Award Yes No 2,880,000.00 Related to the

financial attracting

Commission income

reward investment

of Shandong

and local

supportive

policy etc.

Due to

Zibo engaged in Related to the

Environment special income

Fund for the

al Protection industry that

control of air Subsidy Yes No 1,830,000.00

Agency, the state

pollution

Zichuan encouraged

Branch and

supported,

190

Lu Thai Textile Co., Ltd. Annual Report 2016

gained

subsidy

(obtaining in

line with the

law and the

regulations of

national

policy)

The Letter Subsidy

Committee of gained due to

the Xinjiang confirming

Uygur with local

Autonomous government

Region, attracting

Development investment

and Reform and local

Commission supportive

Electricity of policy etc.

Finance Autonomous Subsidy Yes No 925,204.72

subsidies Region, Related to the

Finance income

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

Xinjiang Subsidy Yes No 4,351,400.00 Related to the

to attracting

Uygur income

warehouses investment

Autonomous

out of and local

Region

Xinjiang supportive

policy etc.

Cotton Finance Subsidy

production Department gained due to

Subsidy Yes No 4,472,200.00

subsidies and of Xinjiang confirming

discounts of Uygur with local

191

Lu Thai Textile Co., Ltd. Annual Report 2016

Xinjiang Autonomous government

Uygur Region, the attracting Related to the

Autonomous Letter investment income

Region Commission and local

of supportive

Autonomous policy etc.

Region

Subsidy

gained due to

Finance

confirming

Department

with local

Social of the

government

security Xinjiang Subsidy Yes No 3,412,264.53 Related to the

attracting

subsidy Uygur income

investment

Autonomous

and local

Region

supportive

policy etc.

Subsidy

gained due to

Subsidies for Finance

confirming

transferring Department

with local

Xinjiang of the

government

cotton to Xinjiang Subsidy Yes No 4,833,500.00 Related to the

attracting

warehouses Uygur income

investment

out of Autonomous

and local

Xinjiang Region

supportive

policy etc.

Subsidy

gained due to

Finance

confirming

Department

with local

Social of the

government

security Xinjiang Subsidy Yes No 345,790.00 Related to the

attracting

subsidy Uygur income

investment

Autonomous

and local

Region

supportive

policy etc.

Subsidy

The county gained due to Related to the

Finance government confirming income

Subsidy Yes No 517,000.00

subsidies office of Pupi with local

Avati government

attracting

192

Lu Thai Textile Co., Ltd. Annual Report 2016

investment

and local

supportive

policy etc.

Akesu Subsidy

Prefecture gained due to

Bureau of confirming

Finance, with local

Office of government

Financial

Poverty Subsidy attracting Yes No 262,500.00

Discounts Related to the

Alleviation investment

income

and and local

Development supportive

of Akesu policy etc.

Prefecture

Akesu Subsidy

Prefecture gained due to

Bureau of confirming

Finance, with local

Office of government

Financial

Poverty Subsidy attracting Yes No 150,000.00

Discounts Related to the

Alleviation investment

income

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

training Akesu Subsidy attracting Yes No 162,305.00

Related to the

subsidy Prefecture, investment

income

Akesu and local

Prefecture supportive

Bureau of policy etc.

Finance

Finance Subsidy

Subsidies for Department gained due to Related to the

growing of the confirming income

Subsidy Yes No 25,158.10

superior grain Xinjiang with local

cultivators Uygur government

Autonomous attracting

193

Lu Thai Textile Co., Ltd. Annual Report 2016

Region investment

and local

supportive

policy etc.

Subsidy

gained due to

confirming

with local

Deferred

government

revenue Yes No 2,468,765.59 2,272,524.55 Related to the

attracting

amortization assets

investment

and local

supportive

policy etc.

64,121,633.0 43,266,788.4

Total -- -- -- -- -- --

1 3

53. Non-operating expenses

Unit: RMB

Recorded in the amount of the

Item Reporting Period Last period

non-recurring gains and losses

Loss on disposal of non-current

9,895,526.12 5,625,603.48 9,895,526.12

assets

Including: Loss on disposal of

9,895,526.12 5,625,603.48 9,895,526.12

fixed assets

Donation 1,558,693.43 2,758,673.04 1,558,693.43

Other 4,073,800.31 1,784,290.98 4,073,800.31

Total 15,528,019.86 10,168,567.50 15,528,019.86

54. Income tax expense

(1) Lists of income tax expense

Unit: RMB

Item Reporting Period Last period

Current income tax expense 173,187,708.38 159,937,653.51

Deferred income tax expense -912,305.58 -12,031,663.36

Total 172,275,402.80 147,905,990.15

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Lu Thai Textile Co., Ltd. Annual Report 2016

(2) Adjustment process of accounting profit and income tax expense

Unit: RMB

Item Reporting Period

Total profits 1,025,348,852.92

Current income tax expense accounted by tax and relevant

153,802,327.94

regulations

Influence of different tax rate suitable to subsidiary 27,934,030.42

Influence of income tax before adjustment -777,150.65

Influence of non-taxable income -2,429,503.02

Influence of not deductable costs, expenses and losses 2,301,526.59

Influence of deductable losses of deferred income tax assets

-766,575.46

derecognized used in previous period

Influence of deductible temporary difference or deductible losses

7,777,339.87

of deferred income tax assets derecognized in Reporting Period.

Influence of plus deducting costs -15,566,592.89

Income tax expense 172,275,402.80

55. Other comprehensive income

Refer to the notes VII 41.

56. Supplementary information to cash flow statement

(1) Other cash received relevant to operating activities

Unit: RMB

Item Reporting Period Last period

Government subsidies 62,996,866.30 72,371,505.78

Claim income 2,439,371.55 2,044,561.45

Penalty income 87,029.48 53,787.00

Recovery of employee borrowings, petty

8,734,686.33 14,889,234.89

cash and deposit

Collection for employees 18,969,901.19 419,975.80

Other 8,896,928.14 5,715,940.06

Total 102,124,782.99 95,495,004.98

195

Lu Thai Textile Co., Ltd. Annual Report 2016

(2) Other cash paid relevant to operating activities

Unit: RMB

Item Reporting Period Last period

Freight and miscellaneous charges 53,789,783.05 52,801,900.32

Rental charges and management expenses

8,619,547.41 19,063,808.42

of the shops

Rental charges 23,992,282.87 24,130,924.34

Advertising expense 4,894,117.88 8,107,292.05

Business travel charges 26,286,801.25 10,863,337.81

Insurance 9,153,888.03 9,069,684.52

Copyright royalty 796,432.28 2,893,772.65

Audit advisory announcement fee 5,190,501.86 3,730,447.16

Decoration & repair expenses 6,068,058.70 1,919,818.88

Donation 1,558,693.43 2,758,673.04

Pre-payment 7,752,260.57 1,033,475.80

Other 85,444,042.15 99,108,100.67

Total 233,546,409.48 235,481,235.66

(3) Other cash received relevant to investment activity

Unit: RMB

Item Reporting Period Last period

Interest income 6,520,645.21 4,458,340.84

Income from forward foreign exchange 37,908,044.40

Sale of securities 24,602,898.61 7,196,971.33

Income from holding of tradable financial

1,381,926.82 373,901.27

assets during holding period

Option cost 1,003,700.00

Total 32,505,470.64 50,940,957.84

(4) Other cash paid relevant to investment activity

Unit: RMB

Item Reporting Period Last period

Purchase of securities 117,355,791.90

forward settlement exchange loss 41,519,234.00

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Lu Thai Textile Co., Ltd. Annual Report 2016

Total 41,519,234.00 117,355,791.90

(5) Other cash received relevant to financing activities

Unit: RMB

Item Reporting Period Last period

Return of loan guarantees 29,754,422.42 77,262,230.00

Total 29,754,422.42 77,262,230.00

(6) Other cash paid relevant to financing activities

Unit: RMB

Item Reporting Period Last period

Return of the B-share buy-back amount 253,629,544.91 32,244,864.33

The certificates of deposit pledged 8,000,000.00 91,016,652.42

Power bonds payable 220,000.00

Total 261,629,544.91 123,481,516.75

57. Supplementary information to cash flow statement

(1) Information of net profit to net cash flows generated from operating activities

Unit: RMB

Supplementary materials Reporting Period Last period

1. Reconciliation of net profit to net cash

-- --

flows generated from operating activities

Net profit 853,073,450.12 735,543,028.77

Add: Provision for impairment of assets 88,833,415.21 27,297,445.74

Depreciation of fixed assets, of oil-gas

360,285,420.37 355,945,695.90

assets, of productive biological assets

Amortization of intangible assets 12,302,441.42 12,242,543.28

Long-term unamortized expenses 2,627,785.85 2,036,355.90

Losses on disposal of fixed assets, intangible

assets and other long-term assets (gains: 6,843,361.94 3,501,007.84

negative)

Losses on retirement of fixed assets 1,478,331.55 1,165,149.72

Losses from variation of fair value -63,992,131.36 60,685,931.36

Financial cost (gains: negative) 13,702,551.80 9,610,831.22

197

Lu Thai Textile Co., Ltd. Annual Report 2016

Investment loss (gains: negative) 60,779,660.20 -31,540,015.51

Decrease in deferred income tax assets

-1,060,701.10 -12,159,644.69

(gains: negative)

Increase in deferred income tax liabilities

148,395.52 127,981.33

(“-” means decrease)

Decrease in inventory (gains: negative) -93,066,329.64 4,872,209.46

Decrease in accounts receivable from

30,104,833.69 -103,447,655.41

operating activities (gains: negative)

Increase in payables from operating

38,704,795.71 -38,285,460.57

activities (decrease: negative)

Net cash flows generated from operating

1,310,765,281.28 1,027,595,404.34

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 654,779,220.82 765,695,473.65

Less: Opening balance of cash 765,695,473.65 649,393,798.30

Net increase in cash and cash equivalents -110,916,252.83 116,301,675.35

(2) Cash and cash equivalents

Unit: RMB

Item Closing balance Opening balance

I. Cash 654,779,220.82 765,695,473.65

Including: Cash on hand 3,216,250.69 2,111,348.02

Bank deposit on demand 651,562,970.13 742,998,281.72

Other monetary funds on demand 20,585,843.91

III. Closing balance of cash and cash

654,779,220.82 765,695,473.65

equivalents

58. The assets with the ownership or use right restricted

Unit: RMB

Item Closing book value Restricted reason

Monetary capital 8,188,564.67 Short term loan pledged, guarantee deposit

Inventory 12,000,000.00

Fixed assets 30,265,483.04

198

Lu Thai Textile Co., Ltd. Annual Report 2016

Intangible assets 31,030,064.48 Short-term loan pledged

Total 81,484,112.19 --

59. Foreign currency monetary items

(1) Foreign currency monetary items

Unit: RMB

Closing foreign currency Closing convert to RMB

Item Exchange rate

balance balance

Including: USD 33,583,650.02 6.9370 232,969,780.21

EUR 193,087.08 7.3068 1,410,848.80

HKD 53,004,010.61 0.8945 47,412,087.49

JPY 114,165.00 0.0596 6,804.24

THB 120.19 0.194 23.32

SGD 91.90 4.7995 441.07

GBP 850.36 8.5094 7,236.06

AUD 2,821.03 5.0157 14,149.44

CHF 690.09 6.7989 4,691.74

SEK 920.00 0.7624 701.41

MMK 52,936,512.00 0.005082 269,026.16

Dong 43,009,069,142.00 0.000305 13,117,766.09

TWD 30,100.00 0.216 6,501.60

Notes receivable:

Including: USD 10,364,452.35 6.9370 71,898,206.01

Accounts receivable:

Including: USD 26,686,287.68 6.9370 185,122,777.73

HKD 16,623,335.00 0.8945 14,869,573.16

Dong 5,385,753,905.00 0.000305 1,642,654.94

Other receivables:

Including: USD 767,118.30 6.9370 5,321,499.64

EUR 2,800.00 7.3068 20,459.04

Dong 925,545,248.00 0.000305 282,291.30

Other current assets:

Including: HKD 73,748,568.00 0.8945 65,968,094.08

Accounts payable:

199

Lu Thai Textile Co., Ltd. Annual Report 2016

Including: USD 2,749,045.90 6.9370 19,070,131.40

JPY 146,456,990.00 0.0596 8,728,836.60

EUR 210,203.58 7.3068 1,535,915.52

Swiss Franc 79,852.00 6.7989 542,905.76

Dong 57,001,248,360.74 0.000305 17,385,380.75

Other accounts payable:

Including: USD 591,886.43 6.9370 4,105,916.14

HKD 28,000.00 0.8945 25,046.00

Dong 509,849,978.00 0.000305 155,504.25

Short-term loans:

Including: USD 77,000,215.09 6.9370 534,150,492.04

EUR 3,799,990.38 7.3068 27,765,769.71

JPY 22,577,085.00 0.0596 1,345,594.27

Long-term loans:

Including: USD 9,511,184.18 6.9370 65,979,084.68

EUR 5,542,857.80 7.3068 40,500,553.37

JPY 489,906,155.00 0.0596 29,198,406.84

(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 □ Not applicable

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. , Lu An Garments Co., Ltd. were Hong Kong, Cambodia, Burma, America, Vietnam, Vietnam, and the recording

currency respectively was HKD, USD, USD, USD , Dong and Dong.

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 An Garments Co., Ltd., writes off subsidiary of Beijing Lufeng Sunshine Garments Co.,

Ltd.

200

Lu Thai Textile Co., Ltd. Annual Report 2016

IX. Equity in other entities

1. Equity in subsidiary

(1) The structure of the enterprise group

Name of the Main operating Nature of Holding percentage (%)

Registration place Way of gaining

subsidiary place business Directly Indirectly

Beijing Wholesale and

Beijing Beijing 60.00% Set-up

Innovative retail industry

Luthai (Hong Wholesale and

Hong Kong Hong Kong 100.00% Set-up

Kong) retail industry

Wholesale and

Shanghai Luthai Shanghai Shanghai 100.00% Set-up

retail industry

Business

Manufacturing combination not

Xinjiang Luthai Xinjiang Xinjiang 59.92%

industry under the same

control

Lufeng Weaving Manufacturing

Zibo Zibo 75.00% Set-up

& Dyeing industry

Manufacturing

Luqun Textile Zibo Zibo 100.00% Set-up

industry

Business

Manufacturing combination not

Xinsheng Power Zibo Zibo 100.00%

industry under the same

control

Xinjiang Luthai

Manufacturing

Textile Xinjiang Xinjiang 100.00% Set-up

industry

(sub-subsidiary)

Business

Helijie combination not

Zibo Zibo Service 100.00%

(sub-subsidiary) under the same

control

Wholesale and

Beijing Youxian Beijing Beijing 90.00% Set-up

retail industry

Lu Thai Manufacturing

Cambodia Cambodia 100.00% Set-up

(Cambodia) industry

Manufacturing

Lu Thai (Burma) Burma Burma 100.00% Set-up

industry

Lu Thai America America Wholesale and 100.00% Set-up

201

Lu Thai Textile Co., Ltd. Annual Report 2016

(America) retail industry

Lu Tha Manufacturing

Vietnam Vietnam 100.00% Set-up

i(Vietnam) industry

Manufacturing

Lu An Garments Vietnam Vietnam 100.00% Set-up

industry

(2) Significant not wholly owned subsidiary

Unit: RMB

The profits and losses Declaring dividends Balance of minority

Shareholding proportion

Name of the subsidiary arbitrate to the minority distribute to minority shareholder at closing

of minority shareholder

shareholders shareholder period

Xinjiang Luthai 40.08% 24,671,169.03 12,023,566.38 191,570,087.42

Lufeng Weaving &

25.00% 34,245,144.24 323,877,715.79

Dyeing

(3) The main financial information of significant not wholly owned subsidiary

Unit: RMB

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

Xinjiang 528,219, 350,642, 878,862, 402,356, 5,428,01 407,784, 441,261, 327,696, 768,958, 323,538, 5,897,44 329,435,

Luthai 890.20 671.38 561.58 617.55 8.92 636.47 937.21 846.84 784.05 224.44 7.45 671.89

Lufeng

Weaving 592,276, 843,971, 1,436,24 111,025, 29,711,1 140,737, 497,062, 887,529, 1,384,59 195,671, 30,390,2 226,061,

& 639.42 262.60 7,902.02 894.92 43.90 038.82 573.74 106.38 1,680.12 138.17 55.70 393.87

Dyeing

Unit: RMB

Reporting Period Last period

Name of the Total Total

Operation Operating Operation Operating

subsidiary Net profit comprehensi Net profit comprehensi

revenue cash flow revenue cash flow

ve income ve income

Xinjiang 440,825,035. 61,554,812.9 61,554,812.9 17,047,373.8 569,106,231. 59,351,295.4 59,351,295.4 159,852,668.

Luthai 33 5 5 0 16 8 8 02

Lufeng

1,607,276,25 136,980,576. 136,980,576. 104,830,712. 1,450,422,62 53,241,582.8 53,241,582.8 24,216,809.3

Weaving &

7.49 95 95 63 5.91 3 3 2

Dyeing

202

Lu Thai Textile Co., Ltd. Annual Report 2016

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 VI”. 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

Company’s several subsidiaries purchase and sale, in USD, HKD and Dong, the other main

business settled by RMB. On 31 Dec. 2016, 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 295,220,057.63 359,365,961.61

Notes receivable 71,898,206.01 101,533,594.19

Account receivable 201,635,005.83 198,486,967.97

Other accounts receivable 5,624,249.98 21,499,240.95

Other current assets 65,968,094.08

Accounts payable 47,263,170.03 20,029,203.14

Other accounts payable 4,286,466.39 3,773,841.47

Short-term borrowings 563,261,856.02 572,766,318.90

203

Lu Thai Textile Co., Ltd. Annual Report 2016

Long-term borrowings 135,678,044.89

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 Last period

Influence to the Influence to equity of Influence to the profits Influence to equity of

profits shareholders shareholders

Up 10% against RMB 14,763,070.22 14,763,070.22 -6,138,055.73 -6,138,055.73

Down 10% against RMB -14,763,070.22 -14,763,070.22 6,138,055.73 6,138,055.73

(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 24, 34).

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 Last period

Influence to the profits Influence to equity of Influence to the profits Influence to equity of

shareholders shareholders

Increase 100 BP -7,634,051.31 -6,516,890.66 -7,394,269.19 -6,682,600.60

Decrease 100 BP 7,634,051.31 6,516,890.66 7,394,269.19 6,682,600.60

2 Credit risk

On 31 Dec. 2016, 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.

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 RMB 663 million. In

recent two years, the average of net cash flow of operation activities was RMB 1.169 billion. The

204

Lu Thai Textile Co., Ltd. Annual Report 2016

Company believed that the liquidity risk was insignificant.

XI. 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 Zibin and Mr. Liu Deming.

Notes:

2. Subsidiaries of the Company

See details to Notes IX. 1. Equity in subsidiary.

3. 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 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)

Shandong Chengshun Petrochemical Co., Ltd. (hereinafter

Wholly-owned subsidiary of the parent company

referred to as Chengshun Petrochemical)

205

Lu Thai Textile Co., Ltd. Annual Report 2016

4. 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

The approval trade Whether exceed trade

Related-party Content Reporting Period Last period

credit credit or not

Towel, sock, oil

product,

supermarket retail,

welfare, electronic

Zibo Lucheng

products, computer

Textile Investment 12,157,996.07 14,250,000.00 No 10,664,706.25

equipment,

Co., Ltd.

computer supplies,

paper core, hose

processing fees,

etc.

Gift box for

cosmetic, lotion,

Stanluian Company 166,565.07

washing-up liquid,

Liquid soap, etc.

Goods processing No

Taimei Ties 922,555.61 1,080,000.00 989,608.31

fee

Limin Purified Sewage treatment, No

19,438,805.23 21,500,000.00 9,152,198.70

Water materials

Chengshun

Gas 742,901.39

Petrochemical

Lurui Fine No

Auxiliaries 81,933,412.13 100,000,000.00 71,967,937.29

Chemical

Information of sales of goods and provision of labor service

Unit: RMB

Related-party Content Reporting Period Last period

Sales of materials, clothing

Lucheng Textile 1,163,940.37 902,131.95

materials

Sales of electricity, heating

Taimei Ties 20,180.03 19,820.34

charges

Sales of materials, electricity,

Stanluian Company running water, heating 36,152.79 35,778.98

charges, and LED lamp

206

Lu Thai Textile Co., Ltd. Annual Report 2016

Sales of materials, garment,

Limin Purified Water 4,913.20 29,816.47

and LED lamp

Sales of garments, equipment,

Lurui Fine Chemical LED lamp, fabric, auxiliaries 579,514.02 967,389.83

and lunch components

Sales of materials, power, hot

water, running water, Low

Chengshun Heating 6,513,331.59 5,129,186.09

temperature hot water, pipe

flushing fee and garment

Sales of materials and

Lujia Property 43,831.55 92,734.28

recycled water

(2) Information of related lease

The Company was lessor:

Unit: RMB

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 292,836.83 390,400.00

Investment Co., Ltd.

Chengshun Heating Houses and buildings 4,091.82

The Company was lessee:

Unit: RMB

The lease income confirmed in

lessor Category of leased assets Category of leased assets

this year

Zibo Lucheng Textile

Rent of gas station 4,185,180.96 4,522,400.00

Investment Co., Ltd.

Zibo Lucheng Textile

Rent of land and buildings 12,404,419.08 12,614,400.00

Investment Co., Ltd.

Luqun Property Rent of land and buildings 4,017,523.76 1,802,400.00

(3) Rewards for the key management personnel

Unit: RMB

Item Reporting Period Last period

Rewards for the key management

24,486,346.18 22,455,700.00

personnel

207

Lu Thai Textile Co., Ltd. Annual Report 2016

5. Receivables and payables of related parties

(1) Payables

Unit: RMB

Name of item Related-party Closing book balance Opening book balance

Accounts payable

Zibo Lucheng Textile

131,696.00

Investment Co., Ltd

Taimei Ties 790,533.58

XII. 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 20,581.71 5,524.91

long-term assets

Total 20,581.71 5,524.91

2. Contingency

(1) Significant contingency at balance sheet date

As of 31 Dec. 2016, there was no significant contingency to be disclosed.

(2) The Company have no significant contingency to disclose, also should be stated

There was no significant contingency in the Company.

208

Lu Thai Textile Co., Ltd. Annual Report 2016

3. Other

XIII. Events after balance sheet date

1. Profit distribution

Unit: RMB

Profits or dividends planned for distribution 461,301,155.50

Profits or dividends declared for distribution upon review and

461,301,155.50

approval

IX. Notes of main items in the financial statements of the Company

1. Accounts receivable

(1) Accounts receivable classified by category

Unit: RMB

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

with insignificant

single amount for 102,459, 102,459, 120,361 72,592,94 47,768,135.

24.68% 100.00% 0.00 37.90% 60.31%

which bad debt 665.95 665.95 ,083.64 7.77 87

provision separately

accrued

Accounts receivable

withdrawal of bad

312,659, 15,633,2 297,026,1 197,230 9,869,969 187,360,31

debt provision of by 75.32% 5.00% 62.10% 5.00%

373.66 63.33 10.33 ,287.58 .51 8.07

credit risks

characteristics:

415,119, 118,092, 297,026,1 317,591 82,462,91 235,128,45

Total 100.00% 28.45% 100.00% 25.97%

039.61 929.28 10.33 ,371.22 7.28 3.94

Accounts receivable with significant single amount for which bad debt provision separately accrued at the period-end

√ Applicable □ Not applicable

Unit: RMB

209

Lu Thai Textile Co., Ltd. Annual Report 2016

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 102,459,665.95 102,459,665.95 100.00% Beijing Innovative, the

amount of net asset was

negative.

Total 102,459,665.95 102,459,665.95 -- --

In the groups, accounts receivable adopting aging analysis method to withdraw bad debt provision:

√ Applicable □ Not applicable

Unit: RMB

Closing balance

Aging

Account receivable Bad debt provision Withdrawal proportion

Subentry within 1 year

Within 1 year 312,653,480.66 15,632,674.03 5.00%

Subtotal of within 1 year 312,653,480.66 15,632,674.03 5.00%

1 to 2 years 5,893.00 589.30 10.00%

Total 312,659,373.66 15,633,263.33 5.00%

Notes:

In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision:

□ Applicable √ Not applicable

In the groups, accounts receivable adopting other methods to withdraw bad debt provision:

(2) Bad debt provision withdrawal, reversed or recovered in the Reporting Period

The withdrawal amount of the bad debt provision during the Reporting Period was of RMB 35,630,012.00; the amount of the

reversed or collected part during the Reporting Period was of RMB 0.00.

(3) 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 RMB 223,769,751.98,

53.90% of total closing balance of account receivable, the relevant closing balance of bad debt provision withdrawn was RMB

108,525,170.25.

2. Other accounts receivable

(1) Other account receivable classified by category

Unit: RMB

Category Closing balance Opening balance

210

Lu Thai Textile Co., Ltd. Annual Report 2016

Book balance Bad debt provision Book balance Bad debt provision

Withdra

Book

Proportio wal Proportio Withdrawal Book value

Amount Amount value Amount Amount

n proportio n proportion

n

Other accounts

receivable with

significant single

317,675, 317,675,1

amount for which 92.64%

160.04 60.04

bad debt provision

separately accrued at

the period-end

Other accounts

receivable withdrawn

25,228,9 2,445,92 22,783,04 36,565, 3,024,839 33,540,540.

bad debt provision 7.36% 9.69% 100.00% 8.27%

72.17 4.01 8.16 379.68 .14 54

according to credit

risks characteristics

342,904, 2,445,92 340,458,2 36,565, 3,024,839 33,540,540.

Total 100.00% 0.71% 100.00% 8.27%

132.21 4.01 08.20 379.68 .14 54

Other accounts receivable with significant single amount for which bad debt provision separately accrued at the period-end

√ Applicable □ Not applicable

Unit: RMB

Closing balance

Other accounts

Other accounts

receivable(refer to unit) Bad debt provision Ratio % Reason

receivable

no impairment of the

Lu Thai (Vietnam) 247,916,427.83

individual test

no impairment of the

Lu An Garments 69,758,732.21

individual test

Total 317,675,160.04 -- --

In the groups, other accounts receivable adopting aging analysis method to withdraw bad debt provision:

√ Applicable □ Not applicable

Unit: RMB

Closing balance

Aging

Other accounts receivable Bad debt provision Withdrawal proportion

Subentry within 1 year

Within 1 year 19,988,903.59 999,445.17 5.00%

Subtotal of within 1 year 19,988,903.59 999,445.17 5.00%

1 to 2 years 527,026.97 52,702.70 10.00%

211

Lu Thai Textile Co., Ltd. Annual Report 2016

2 to 3 years 201,363.50 40,272.70 20.00%

Over 3 years 4,511,678.11 1,353,503.44 30.00%

Total 25,228,972.17 2,445,924.01 9.69%

Notes:

In the groups, other accounts receivable adopting balance percentage method to withdraw bad debt provision

□ Applicable √ Not applicable

In the groups, other accounts receivable adopting other methods to withdraw bad debt provision:

□ Applicable √ Not applicable

(2) Bad debt provision withdrawal, reversed or recovered in the Reporting Period

The withdrawal amount of the bad debt provision during the Reporting Period was of RMB -577,175.13; the amount of the reversed

or collected part during the Reporting Period was of RMB000.

(3) Particulars of the actual verification of other accounts receivable during the Reporting Period

Unit: RMB

Item Amount

Other accounts receivable during the Reporting Period 4,175,136.88

(4) Other account receivable classified by account nature

Unit: RMB

Nature Closing book balance Opening book balance

Intercourse funds 317,675,160.04 4,175,136.88

Export rebates 7,802,287.09 16,073,852.13

Payment on behalf 13,285,751.37 11,217,554.27

The deposit and guarantee 442,488.00 2,427,649.51

Borrowings and deposit 1,013,029.29 757,574.35

Other 2,685,416.42 1,913,612.54

Total 342,904,132.21 36,565,379.68

(5) Top 5 of the closing balance of the other accounts receivable collected according to the arrears party

Unit: RMB

Closing balance of

Name of the entity Nature Closing balance Aging Proportion%

bad debt provision

Lu Thai (Cambodia) Intercourse funds 247,916,427.83 Within 1 year 72.30%

212

Lu Thai Textile Co., Ltd. Annual Report 2016

Lu An Garments Intercourse funds 69,758,732.21 Within 1 year 20.34%

Refund of tax for

Export rebates 7,802,287.09 2.28% 390,114.35

export receivable Within 1 year

Accounts receivable

Advance money for

of advance money for

the social security

the social security Within 1 year

undertake by the 6,766,009.07 1.97% 338,300.45

undertake by the

individual of the

individual of the

employee

employee

Pre-paid heating Within 1 year

Pre-paid 2,122,894.75 0.62% 106,144.74

charges

Total -- 334,366,350.95 -- 97.51% 834,559.54

3. Long-term equity investment

Unit: RMB

Closing balance Opening balance

Item Depreciation Depreciation

Book balance Book value Book balance Book value

reserves reserves

Investment to the

1,736,221,866.04 25,200,000.00 1,711,021,866.04 1,613,379,740.04 35,675,000.00 1,577,704,740.04

subsidiary

Total 1,736,221,866.04 25,200,000.00 1,711,021,866.04 1,613,379,740.04 35,675,000.00 1,577,704,740.04

(1) Investment to the subsidiary

Unit: RMB

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

Xinjiang Luthai 147,303,034.16 147,303,034.16

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

128,771,800.00 128,771,800.00

Kong)

Lufeng Sunshine 15,000,000.00 15,000,000.00

213

Lu Thai Textile Co., Ltd. Annual Report 2016

Shanghai Luthai 20,000,000.00 20,000,000.00

Lu Thai

108,223,964.38 18,371.00 108,242,335.38

(Cambodia)

Lu Thai (America) 6,774,300.00 6,774,300.00

Lu Thai(Burma) 62,327,753.57 9,485.00 62,337,238.57

Beijing Youxian 9,000,000.00 9,000,000.00

Lu Thai (Vietnam) 213,033,600.00 105,001,210.00 318,034,810.00

Lu An Garments 32,813,060.00 32,813,060.00

Total 1,613,379,740.04 137,842,126.00 15,000,000.00 1,736,221,866.04 25,200,000.00

4. Revenues and operating costs

Unit: RMB

Reporting Period Last period

Item

Revenue Operating costs Revenue Operating costs

Main operations 4,807,878,511.56 3,378,032,986.90 4,760,669,805.94 3,504,388,812.66

Other operations 270,969,055.54 226,114,678.98 183,360,368.55 144,071,749.25

Total 5,078,847,567.10 3,604,147,665.88 4,944,030,174.49 3,648,460,561.91

5. Investment income

Unit: RMB

Item Reporting Period Last period

Long-term equity investment income accounted by cost method 55,179,470.68 217,976,429.21

Investment income from disposal of long-term equity investment -199,507.76

Investment income received from disposal of financial assets measured by fair

value and the changes be included in the current profits and losses during holding -33,807,314.00 33,986,744.40

period

Total 21,172,648.92 251,963,173.61

XV. Supplementary materials

1. Items and amounts of extraordinary gains and losses

√ Applicable □ Not applicable

Unit: RMB

Item Amount Explanation

Gains/losses on the disposal of non-current -8,321,693.49

214

Lu Thai Textile Co., Ltd. Annual Report 2016

assets

Tax rebates, reductions or exemptions due to

approval beyond authority or the lack of 64,121,633.01

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 3,212,471.16

and available-for-sale financial assets, other

than valid hedging related to the Company’s

common businesses

Other non-operating income and expenses

3,926,191.60

other than the above

Less: Income tax effects 3,065,724.25

Minority interests effects 13,897,676.16

Total 45,975,201.87 --

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 √ Not applicable

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

11.71% 0.85 0.85

shareholders of the Company

Net profit attributable to common

shareholders of the Company after

11.04% 0.80 0.80

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 □ Not applicable

Unit: RMB

Net profit Net asset

215

Lu Thai Textile Co., Ltd. Annual Report 2016

Reporting Period Last period Closing balance Opening balance

According to Chinese

805,446,326.99 712,193,243.19 6,937,985,729.19 6,837,113,075.58

accounting standards

Items and amounts adjusted according to international accounting standards

Impact on domestic

equipment tax credit

recognized as deferred

725,000.00 1,015,000.00 -329,000.00 -1,054,000.00

income under

international accounting

standards

According to international

806,171,326.99 713,208,243.19 6,937,656,729.19 6,836,059,075.58

accounting standards

(2) Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting

standards

□ Applicable √ Not applicable

(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.

216

Lu Thai Textile Co., Ltd. Annual Report 2016

Section XII. 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, China Securities Daily and Ta Kung Pao.

Board Chairman: Liu Zibin

Lu Thai Textile Co., Ltd.

March 30, 2017

217

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