位置: 文档库 > 财务报告 > 神城A退(000018)深中冠2005年年度报告摘要(英文版)

神城A退(000018)深中冠2005年年度报告摘要(英文版)

烛龙 上传于 2006-01-24 06:15
Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 Stock Abbreviation: Shenzhen Victor Onward Stock code: 000018 200018 Announcement No.: 2006-0427 Shenzhen Victor Onward Textile Industrial Co., Ltd. Summary of Annual Report 2005 §1. Important Notice 1.1 The Board of Directors and the directors of the Company hereby warrant that there are no misstatement, misleading representation or important omissions in this report and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof. The summary of this annual report is selected from the annual report. If investors intend to know the detailed contents, they should read the full text of the annual report. 1.2 No directors,Supervisors and Senior Executives declares inability to warrant or objection to the authenticity, accuracy and completeness of the content of the annual report. 1.3 Director(s) absented the board meeting Name of the Reason of absent Consignee director Li Zhihua On business Sun Zhiping 1.4 Pricewaterhouse Coopers Zhongtian Certified Public Accountants issued unqualified auditors' report with no explanatory notes for the Company. 1.5 Mr. Hu Yongfeng, board chairman of the Company, Mr. Sun Zhiping, general manger in charge of accounting, and Mr.Zhang Jinliang, the person in charge of financial accounting organ represent and warrant the financial report in this annual report is true and complete. §2. Company Profile 2.1 Basic information Stock abbreviation Victor Onward A, Victor Onward B Stock code 000018、200018 Stock exchange for Shenzhen Stock Exchange listing Registered address 26 Kuipeng Road, Kuiyong Town, Longgang District, Shenzhen, China and business address Zip code 518119 Website http://www.chinaszvo.com E-mail szvo@chinaszvo.com 2.2 Contact person and contact manner Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 2.2 Contact person and contact manner Board secretary Securities affair representative Name Chen Xing Jian Xiujuan Room 1308, Hualiang Building ,No.2008 Room 1308, Hualiang Building ,No.2008 Contact address Shennan Zhong Road ,Shenzhen. Shennan Zhong Road ,Shenzhen. Tel 83668254 83667895 Fax 83668427 83668427 E-mail cx@chinaszvo.com jxj@chinaszvo.com §3 Highlights of Accounting Data and Financial Indicators 3.1 Main accounting data Unit: RMB 2005 2004 Increase/decrease (%) 2003 Income from key 272,060,118.00 264,335,516.00 2.92% 208,255,352.00 business Total profit -45,245,139.00 1,046,186.00 -4,424.77% 2,390,403.00 Net profit -37,444,000.00 886,965.00 -4,321.59% 1,566,030.00 Net profit after deducting -38,806,872 880,853.00 -4,505.60% 821,145.00 non-recurring gains and losses Net cash flows arising from 3,228,966.00 39,806,972.00 -91.89% -14,873,420.00 operating activities End of 2005 End of 2004 Increase/decrease (%) End of 2003 Total assets 495,350,310.00 529,067,471.00 -6.37% 390,342,262.00 Shareholders' equity (not including 268,695,845.00 312,442,877.00 -14.00% 311,140,450.00 minority interests) 3.2 Main financial indicators Unit: RMB 2005 2004 Increase/decrease (%) 2003 Earnings per share -0.221 0.005 -4,520.00% 0.009 Earnings per share -0.221 - - - (Note) Return on net assets -13.94% 0.28% -14.22% 0.50% Return on net assets calculated on basis of net profit after -14.44% 0.28% -14.72% 0.26% deducting non-recurring gains and losses Net cash flows per share from operating 0.019 0.235 -91.91% -0.088 activities End of 2005 End of 2004 Increase/decrease (%) End of 2003 Net assets per share 1.589 1.847 -13.97% 1.840 Net assets per share 1.585 1.832 -13.48% 1.827 after adjustment Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 Note: Earnings per share was calculated based on new share capital if share capital was changed from the end of the report period to disclosure date of the report. Items of non-recurring gains and losses √applicable□not applicable Unit: RMB Items of non-recurring Amount gains and losses Net losses from 133,308.00 disposing fixed assets Short-term investment 7,018.00 loss Revolution With drawled Bad debts reparation to -1,551,889.00 forestall years. Non-operating income -56,828.00 Other non-operating 105,519.00 expenses Impact of non-recurring gains 0.00 and losses on income tax Total -1,362,872.00 3.3 Difference of domestic and foreign accounting standards √applicable□not applicable Unit: RMB元 Domestic accounting standards Overseas accounting standard Net profit -37,444,000.00 -37,823,772.00 1. The appraised appreciation of Hong Kong house property written back pursuant to international accounting standards increased; 480,764 2. Difference of disposing good will amortization in Notes to difference accordance with IAS; -25,248 3.Difference of disposing bad will in accordance with IAS ; -955,216 4. Income confirmed from offsetting accounts payable not paid for long-term . 118,876 §4 Particulars about the Changes of Share Capital and Shareholders 4.1 Schedule of the Change of Share Capital Unit: shares Increase or decrease Before this change After this change this time (+/-) Quantity Proportion Subtotal Quantity Proportion I. Unlisted 79,489,253 47.00% 0 79,489,253 47.00% shares 1. Sponsors’ 79,489,253 47.00% 0 79,489,253 47.00% shares Including 47,359,859 28.00% 0 47,359,859 28.00% Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 : State-own ed share Domestic legal 32,129,394 19.00% 0 32,129,394 19.00% person’s shares Foreign legal 0 0.00% 0 0 0.00% person’s shares other 0 0.00% 0 0 0.00% 2. Raised legal 0 0.00% 0 0 0.00% person’s shares 3. Inner employees 0 0.00% 0 0 0.00% ’ shares 4. Preferenc 0 0.00% 0 0 0.00% e shares or others II. Listed 89,653,103 53.00% 0 89,653,103 53.00% shares 1. RMB ordinary 20,231,200 11.96% 0 20,231,200 11.96% shares 2. Domestica lly 69,421,903 41.04% 0 69,421,903 41.04% listed foreign shares 3. Overseas listed 0 0.00% 0 0 0.00% foreign shares 4. Others 0 0.00% 0 0 0.00% III. Total 169,142,356 100.00% 0 169,142,356 100.00% shares 4.2 Statement of shares held by the top ten shareholders and the top ten shareholders of circulating share Unit:Shares Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 Total of shareholders 20,648 Particulars about shares held by the top ten shareholders Quantity of Quantity of pledged Shareholding Total quantity of non-negotiable shares Name of shareholder Nature of shareholder ratio shares held or frozen shares held Union Holdings Co., Ltd. Promoter's 28.00% 47,359,859 47,359,859 0 state-owned shares Style-Success Ltd. B 14.46% 24,466,029 0 Shenzhen Textile Holdings Ltd Other 14.46% 24,458,231 24,458,231 12,229,115 Union Developing Group Co., Ltd. Other 4.54% 7,671,163 7,671,163 0 Rich Crown Investment Foreign Co., Ltd. 3.62% 6,114,556 0 Shareholder Shing Ying Chieh Foreign 3.22% 5,446,261 Shareholder Chen Song Foreign 0.24% 398,400 Shareholder Wei Shuangmei Foreign 0.22% 373,400 Shareholder Yao Yuzhong Foreign 0.17% 291,963 Shareholder Liu Liaoyuan State 0.14% 235,100 Shareholder Particulars about the shareholding of the top ten shareholders holding negotiable shares Name of shareholder Quantity of negotiable shares Type of share held Style - success ltd . 24,466,029B Rich Crown Investment Co., Ltd. 6,114,556B Shing Ying Chieh 5,446,261B Chen Song 398,400B Wei Shuangmei 373,400B Yao Yuzhong 291,963B Liu Liaoyuan 235,100B Zhong Yonglai 223,700B Huang Weili 217,962B DBS VICKERS(HONG KONG)LTD A/C 193,986B CLIENTS Notes to the related relationshipThe controlling shareholder of the above-mentioned largest shareholder Shenzhen Union Holdings Ltd. Is Un ion Developing Group Ltd. It is between the top ten shareholders or unknown whether there exists related relationship among the other their concerted action circulation shareholders or belongs to the consistent actors promulgated by the Management Measure of information Disclosure on Change of Shareholding for listed company among the other circulation shareholders.. 4.3 Particulars about the holding shareholders and actual controller of the Company Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 4.3.1 Particulars about change in the holding shareholders and actual controller of the Company □applicable√not applicable 4.3.2 Introduction of especial situation for holding shareholder and other actual controller Name of the principal shareholder of the Company: Union Development Group Ltd. Legal representative: Dong Binggen Date of establishment: Aug. 23, 1983 Company Type: Registered capital: Business scope:Self-operate and act as agent for import and export business of the other commodities and technologies excluding the import commodities organized unitedly and jointly operated by the state and import commodities operated by the company authorized by the state, assembling with imported spare parts and cooperation in compensation trade, processing with imported materials, counter selling and transfer trade (pursuant to (1999) WJMZSHZ No.193 Document), export-oriented commodities sold at home business, textile technical consultant service, realty management, leasing service; contract with overseas textile field projects and domestic international biding projects; the import and export of equipment and material required by the above-mentioned overseas projects; sending contract workers to abroad to implement the aforesaid overseas projects(pursuant to (98) WJMZSHZ No.3109 Document); vehicles sale (including cars). 4.3.3 Property right and controlling relationship between the actual controller of the Company and the Company is as follows: Property right and controlling relationship between the actual controller of the Company and the Company is as follows: Union Developing Group Ltd. 40.15% 4.54% Union Holdings Ltd. 28% Shenzhen Victor onward textile Industrial Co., Ltd. Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 §5. Particulars About Directors, Supervisors, Senior Executives 5.1 Particulars about changes in shares held by directors, supervisors and senior executives Receiving remunerati Whether Holding Holding on and receivin shares at Reason shares at subsidy g Name Title Sex Age Office term the for the form the remuner year-begi change year-end company in ation or n reporting subsidy term Board May 16, 2003 to May 15, Hu Yongfeng Male 43 0 0 0.00Yes chairman 2006 Deputy May 16, 2003 to May 15, Li Zhihua Chairman of Male 46 0 0 0.00No 2006 the Board Deputy May 16, 2003 to May 15, Song Tao Chairman of Male 53 0 0 0.00Yes 2006 the Board May 16, 2003 to June 15, Ding Yue Director Male 48 0 0 0.00Yes 2006 May 16, 2003 to June15, Guan Tongke Director Male 59 0 0 0.00Yes 2006 Director,Gen May 16, 2003 to May 15, Sun Zhiping Male 41 0 0 35.10No eral Manager 2006 Mai Independent May 16, 2003 to May 15, Male 44 0 0 3.15No Jianguang director 2006 Independent May 16, 2003 to May 15, Li Weiping Male 52 0 0 0.00No director 2006 Femal September 12, 2003 to Shu Man Independent 40 0 0 3.15No e May 15, 2006 Convener of the May 16, 2003 to May 15, Dong Binggen supervisor Male 56 0 0 0.00Yes 2006 y committee Femal May 16, 2003 to May 15, Gui Liping Supervisor 47 0 0 0.00Yes e 2006 May 16, 2003 to May 15, Cai Wanqing Supervisor Male 55 0 0 7.00No 2006 Chen JingqiuDeputy GM Male 63May 16, 2003 to May 15, 0 0 45.65No Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 2006 Zhang December 17, 2004 to May Deputy GM Male 43 0 0 15.78No Jinliang 16, 2006 Board May 16, 2003 to May 15, Chen Xing Male 32 0 0 10.00Yes secretary 2006 Total - - - - 0 0 - 119.83 - §6 Report of the Board of Directors 6.1 Discussion and analysis 2005 is a year with grim situation to textile industry. To Victor Onward, it is a year full of difficulties. The trade friction between U.S. and Europe resulted in serious shortage of orders of the Company. Fuel price soared. The cost of fuel oil increased by 32% over the previous year. The auxiliary agent of dyestuffs and chemicals and electricity rate rose by over 15% so that the Company's production cost rose by big margin and gross profit rate declined sharply. The space for survival became smaller and smaller. The Company faced abnormally difficult operation situation. Though the Company has taken many measures to make positive response, the market competition was fierce unprecedentedly and vicious circle of price competition appeared due to the establishment of printing and dyeing enterprises in large quantity several years ago. Besides, the production cost of printing and dyeing enterprises in Shenzhen region is generally higher than that in inland areas. As a result, the Company suffered great loss. The amount of loss is RMB –37,444,000. 6.2 Statement of main operations classified according to industries or products Unit:RMB’0000 Main operations classified according to industries Increase Increase/decree Increase/dec Classified /decrease in Income from s in cost of main rease in according to Cost of main Gross profit income from main main operations over gross profit industries operations ratio(%) operations over operations the last year ratio over or products the last year (%) the last year (%) Other textile 26,873.00 26,247.00 2.33% 2.87% 16.24% -85.23% industry Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 Garment Manufacturin 333.00 213.00 56.34% 0.00% -9.75% 38.44% g Main operations classified according to products Fabrics bleaching 26,873.00 26,247.00 2.33% 2.87% 16.24% -85.23% printing and dyeing Garment 333.00 213.00 56.34% 0.00% -9.75% 38.44% trade 6.3 Particulars about main operations classified according to areas Unit:RMB’0000 Increase/decrease in income from main Areas Income from main operations operations over the last year(%) Mainland China 2,748.00 92.98% Hong Kong ,China, and 24,458.00 -2.21% Overseas 6.4 Raised funds use □applicable√not applicable Change Item □applicable√not applicable 6.5 Investment projects utilizing non-raised funds: √applicable□not applicable Unit:RMB’0000 Project name Project amount Project progress Income from project Acquisition of 7.31% The Company is handling equity of Shenzhen 230.00 the procedure of the 0 Nanhua Printing and change of industrial and Dyeing Co., Ltd. Total 230.00 - - 6.6 Explanation of the board of directors to the "nonstandard opinions" □ applicable√ not applicable 6.7 The preplan of the board of directors for profit distribution or capitalization of capital common reserve fund □ applicable√ not applicable The Company made profit in the report period but did not make cash profit distribution preplan. □ applicable√ not applicable Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 §7 Significant Events 7.1 Purchase of assets √ applicable □ applicable Unit:RMB’0000 Debt Assets Contribution and owners to net profit liabil hip of the Relate ities involv The company of d Explain involv Purchasin ed in Transaction assets Date of purchase the assets transa principle of ed in g price the purchased sold from the ction pricing the assets year-beginni or not assets transf ng to the transf erred date of sale erred or not or not 7.31% share State equity of Investment Nanhua Openly quoted Assets October 21, 2005 230.00 0.00No No No Printing price management and Co., Ltd dyeing Co., Ltd 7.2 Sales of assets □applicable√not applicable 7.1、7.2Influence on consistence of business and stability of managers caused by the issues interfered in purchase and sale No 7.3 Significant guarantees √applicable□not applicable Unit:RMB’0000 Particulars about the external g uarantee of the Company(Barring the guarantee for the controlling subsidiaries) Name of Complete Guarantee for Amount of Guarantee Guarantee the Date of happening Implementati related guarantee Type term company on or not party(Yes or Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 guarantee not) d Total amount of guarantee in the report 0.00 period Total balance of guarantee at the end 0.00 of the report period Guarantee of the Company for the controlling subsidiaries Total amount of guarantee for controlling subsidiaries in the report 800.00 period Total balance of guarantee for controlling subsidiaries at the end of 0.00 the report period Particulars about the external guarantee of the company Total amount of guarantee 0.00 The proportion of the total amount of guarantee in the net assets of the 0.00% company Of which: The amount of guarantee provided to shareholders, actual controller and its related 0.00 parties The amount of debt guarantees directly or indirectly provided to the object of guarantee 0.00 whose assets-liabilities ratio exceeds 70% The amount of guarantee that exceeds 50% of 0.00 net assets Total amount of the above three guarantees 0.00 7.4 Significant related transactions 7.4.1 Related purchase and sale □applicable√not applicable Of which: The total amount of product sales or rendering of services of the Company to its controlling shareholder and subsidiaries was RMB million in the report period. 7.4.2 Related credits and liabilities current √applicable□not applicable Unit:RMB’0000 Related parties supplied funds to Supply funds to related parties Related parties the Company Occurred amount Balance Occurred amount Balance Shenye Hualiang 0.00 38.00 0.00 0.00 Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 Union Development Group 0.00 0.00 0.00 1,693.00 Co., Ltd. 合计 0.00 38.00 0.00 1,693.00 Of which: In report period, the capital amount the listed company provided to controlling shareholder and its subsidiaries was RMB million and the balance was RMB 0.38 million. □applicable√not applicable Whether the debt settlement plan can ensure the thorough settlement of fund occupation problem before the end of 2006 □applicable√not applicable 7.5 Entrusted assets management □applicable√not applicable 7.6 Implementation of commitments √applicable□not applicable 7.6.1 Schedule of equity division reform Expected date of equity division reform: February 2006 The Company is expected to start the procedure of equity division reform at the beginning of February 2006. 7.6.2 Other commitmmitments √applicable□not applicable I. Capital commitments (1) Contracts were signed for the following capital expenditure commitments on the date of balance sheet, which need not be recognized in financial statements: On February 8,2001, Hong Kong Victor Onward and Union Holdings sign the Letter of Investment Intent for Establishment of Ningbo Union New Material Technology Co., Ltd. ("Ningbo Union") in the Form of Joint Venture. According to this letter of intent, the registered capital of Ningbo Union is RMB 700 million. The amount of capital contribution of Hong Kong Victor Onward is RMB 175 million, accounting for 25% of the registered capital. The amount of capital contribution of Union Holdings is RMB 525 million, accounting for 75% of the registered Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 capital. The proposal concerning this investment project was examined and adopted at 2000 shareholders' general meeting of the Company held on June 30, 2001. As of the date of this report, both parties to the joint venture had not signed official joint venture contract in respect of the above investment intention. (2) Other capital expenditure commitments which contracts were signed for on the date of balance sheet and which need not be recognized in financial statements: December 31, 2005 December 31, 2004 Houses and buildings, machinery and equipment 328,398 80,662 Intangible assets 328,133 122,215 Total 656,531 202,877 B. Commitment of operating lease According to the signed irrevocable contract for operating lease, the lowest rent to be paid in the future is as follows: December 31, 2005 December 31, 2004 Within 1 year 639,967 729,967 1-2 years 549,967 654,967 2-3 years 274,984 549,967 Over 3 years 274,984 Total 1,464,918 2,209,885 The commitment of operating lease is the commitment of house tenancy of Veaopel and Nanhua Xingye. 7.7 Significant lawsuit and arbitrations □applicable√not applicable §8 Report of the Supervisory Committee √applicable□not applicable I. The meetings of the supervisory committee In the report period,the supervisory committee of the Company held two meetings in total. (1) In the afternoon of April 12, 2005, the 7th meeting of the fourth board of directors of the Company was held at Yunhai Villa, Dapeng Town, Longgang District, Shenzhen. The meeting was presided over by Mr. Dong Binggen, the convener of the supervisory committee of the Company. 3 Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 persons were supposed to attend the meeting and all of them were present. The Company's supervisors and senior executives attended the meeting as non-voting delegates. The meeting examined and adopted the following resolutions: 1. 2004 Work Report of the Company; 2. 2004 Auditor's Report of the Company; 3. Profit Distribution Preplan of the Company for 2004 and Its Profit Distribution Policy for 2005; 4. 2004 Annual Report and 2004 Annual Report (Summary) of the Company; (II) In the morning of August 19, 2005, the 8th meeting of the fourth supervisory committee of the Company was held through voting by correspondence. The meeting examined and adopted 2005 Semiannual Report of the Company and Summary of 2005 Semiannual Report of the Company. II. In the report period,the supervisory committee seriously performed its duties and expressed independent opinions in respect of the following matters: 1. The operation of the Company according to law. In the report period, the Company operated strictly according to Company Law, Securities law and the Articles of Association of the Company and other relevant laws and regulations. The Company's procedure of decision was legal and its internal control system was sound. The directors and managers of the Company all did their duties during their work and none of their acts were found to violate the laws, regulations and the Articles of Association or harm the Company's interests. 2. Inspection of the financial status of the Company. The Supervisory Committee carefully checked and examined the financial data of the Company including 2005 financial report audited by Pricewaterhouse Coopers Zhongtian Certified Public Accountants and held the opinion that its financial position awaited improvement, the liquidity of working capital was somewhat reduced and its financial structure needed further optimization in 2005. 2005 standard unqualified auditors' report issued by Pricewaterhouse Coopers Zhongtian Certified Public Accountants for the Company was true and truly reflected the financial position and operating results of the Company. 3. The Company did not raise funds in the report period. The funds last raised after listing were invested in such projects as promised in Prospectus. 4. Neither insider trading nor act that caused harm to the rights and interests of part of shareholders or the loss of the Company's assets was found in respect of the transaction price of the Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 assets purchased or sold by the Company. 5. The related transactions between the Company and associated enterprises (companies) were conducted in a fair manner and at market prices. The joint investment made by the Company and related enterprises is in keeping with the interests of the Company. Relevant voting procedure complied with relevant provisions of the Articles of Association of the Company and Stock Listing Rules of Shenzhen Stock Exchange and related directors observed the regulations on absence during vote. The related transactions were fair and reasonable and did not harm the interests of the Company and middle and small shareholders. 6. Pricewaterhouse Coopers Zhongtian Certified Public Accountants issued standard unqualified auditors' report for 2005 financial report of the Company. §9 Financial Report 9.1 Auditor’s opinions Auditor’s opinions: Standard unqualified auditor’s opinions 9.2 Financial statement 9.2.1 Balance Sheet Prepared by: Shenzhen Victor Onward Textile Industrial Co., Ltd. December 31, 2005 Unit:RMB End of the report period Balance at beginning of year Item Consolidated The Company Consolidated The Company Current assets: Monetary capital 37,563,561.00 4,901,294.00 46,664,429.00 11,345,033.00 Short-term 38,394.00 0.00 46,347.00 investment Bill receivable Dividend receivable Interest receivable Accounts 87,624,867.00 59,691,449.00 82,812,213.00 50,791,820.00 receivable Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 Other 3,202,581.00 81,726,654.00 938,931.00 67,833,355.00 receivables Prepayment 598,808.00 584,234.00 202,050.00 Subsidy receivables Inventory 93,796,130.00 75,975,802.00 95,869,695.00 74,722,622.00 Expenses to be 593,380.00 271,976.00 433,718.00 97,973.00 amortized Long-term creditor’s right investment to be matured within one year Other current assets Total current 223,417,721.00 222,567,175.00 227,349,567.00 204,992,853.00 assets Long-term Investment Long-term equity 84,161,518.00 66,260,000.00 92,895,389.00 81,492,878.00 investment Long-term creditors’ right investment Total Long-term 84,161,518.00 66,260,000.00 92,895,389.00 81,492,878.00 investment Consolidated 3,303,927.00 -3,728,742.00 price difference Fixed assets: Original price of 465,704,231.00 254,010,379.00 474,275,548.00 258,325,693.00 fixed assets Less:Accumulated 280,498,631.00 158,291,311.00 269,013,917.00 153,343,192.00 depreciation Net value of 185,205,600.00 95,719,068.00 205,261,631.00 104,982,501.00 fixed assets Less:Fixed assets 0.00 0.00 depreciation reserves Net amount of 185,205,600.00 95,719,068.00 205,261,631.00 104,982,501.00 fixed assets Engineering materials Construction-in-p 341,699.00 341,699.00 550,139.00 330,200.00 rocess Fixed assets liquidation Total fixed 185,547,299.00 96,060,767.00 205,811,770.00 105,312,701.00 Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 assets Intangible and other assets Intangible 2,223,772.00 341,423.00 3,010,745.00 407,238.00 assets Long-term expenses to be amortized Other long-term assets Total intangible 2,223,772.00 341,423.00 3,010,745.00 407,238.00 and other assets Deferred tax: Debit item of deferred tax Total assets 495,350,310.00 385,229,365.00 529,067,471.00 392,205,670.00 Current liabilities Short-term loan 105,020,186.00 77,014,803.00 107,945,290.00 65,000,000.00 Bills payable 10,873,585.00 11,090,499.00 Accounts payable 46,891,839.00 37,044,515.00 31,662,868.00 16,292,628.00 Prepayments 556,829.00 413,445.00 486,545.00 122,890.00 Wage payable 165,898.00 165,898.00 199,520.00 199,520.00 Welfare expenses 178,985.00 37,190.00 38,832.00 payable Dividends 1,560,617.00 3,190,827.00 payable Tax payable -3,342,631.00 -4,800,486.00 -5,545,710.00 -5,145,896.00 Other accounts to be paid Other accounts 26,454,960.00 3,994,031.00 20,016,969.00 1,040,242.00 payable Expenses drawn in 3,169,073.00 1,583,556.00 2,871,709.00 1,164,236.00 advance Estimated liabilities Long-term loan within one year Other current liabilities Total current liabilities 191,529,341.00 115,452,952.00 171,957,349.00 78,673,620.00 Long-term liabilities Long-term loan 2,299,828.00 2,442,326.00 Bonds payable Long-term accounts payable 10,892,534.00 11,135,405.00 Special accounts payable 1,073,988.00 1,073,988.00 1,097,935.00 1,097,935.00 Other long-term liabilities Total long-term liabilities 14,266,350.00 1,073,988.00 14,675,666.00 1,097,935.00 Deferred tax Credit item of deferred tax Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 tax Total liabilities 205,795,691.00 116,526,940.00 186,633,015.00 79,771,555.00 Minority shareholders' equity 20,858,774.00 29,991,579.00 shareholders' equity Share capital 169,142,356.00 169,142,356.00 169,142,356.00 169,142,356.00 Less:Reversion investment Net amount share 169,142,356.00 169,142,356.00 169,142,356.00 169,142,356.00 capital Capital common 30,831,172.00 30,831,172.00 30,712,491.00 30,712,491.00 reserve Surplus common 53,461,763.00 53,461,763.00 53,461,763.00 53,461,763.00 reserve Of which: Statutory public 3,810,343.00 3,810,343.00 3,810,343.00 3,810,343.00 welfare fund Undistributed profit -30,365,371.00 -30,365,371.00 7,078,629.00 7,078,629.00 Of which::Cash dividends No acknowledgement Investment loss Conversion difference of 45,625,925.00 45,632,505.00 52,047,638.00 52,038,876.00 foreign currency Total shareholder’s 268,695,845.00 268,702,425.00 312,442,877.00 312,434,115.00 equity Total liabilities and shareholder’s 495,350,310.00 385,229,365.00 529,067,471.00 392,205,670.00 equity Legal representative:Hu Yongfeng Financial controller:Sun Zhiping The person in charge of the Financial dept:Zhang Jinliang 9.2.2 Profit and Profit Distribution Statement Prepared by: Shenzhen Victor Onward Textile Industrial Co., Ltd. Jan-December 2005 Unit:RMB Report period Same period of the previous year Item Consolidated Parent company Consolidated Parent company I. Income from the key business 272,060,118.00 188,741,485.00 264,335,516.00 174,726,204.00 Less: Cost of key business 264,601,399.00 195,325,354.00 222,205,245.00 160,752,337.00 Key business tax and surtax II. Profit from key business (negative for 7,458,719.00 -6,583,869.00 42,130,271.00 13,973,867.00 loss) Add: Profit from other businesses (negative for 1,339,547.00 483,021.00 762,395.00 140,272.00 loss) Less: Operating 11,125,827.00 1,967,785.00 11,451,621.00 1,530,404.00 expenses Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 expenses Administration expenses 27,226,399.00 12,450,350.00 24,577,099.00 8,481,637.00 Financial expenses 10,360,157.00 4,711,518.00 6,287,952.00 3,582,041.00 III. Operating -39,914,117.00 -25,230,501.00 575,994.00 520,057.00 profit(negative for loss) Add: Investment income(negative for -5,149,023.00 -12,091,009.00 615,965.00 941,131.00 loss) Subsidy income Non-operating income 56,828.00 31,045.00 362,619.00 45,371.00 Less: non-operating expenses 238,827.00 153,535.00 508,392.00 388,341.00 IV. Total profit (negative -45,245,139.00 -37,444,000.00 1,046,186.00 1,118,218.00 for loss) Less: income tax 771,239.00 0.00 628,910.00 231,253.00 Gains and losses of minority shareholders -8,572,378.00 -469,689.00 0.00 Add:no acknowledgement investment loss V. Net profit (negative -37,444,000.00 -37,444,000.00 886,965.00 886,965.00 for loss) Add: Year-beginning 7,078,629.00 7,078,629.00 6,324,709.00 6,324,709.00 retained profit Other amount transferred in VI. Distributable -30,365,371.00 -30,365,371.00 7,211,674.00 7,211,674.00 profit Less: Statutory surplus common 88,697.00 88,697.00 reserve appropriated Statutory public welfare fund 44,348.00 44,348.00 appropriated Staff and workers' bonus and welfare fund appropriated Reserve fund appropriated Enterprise development fund appropriated Returned investment income VII. Profit distributable to investors -30,365,371.00 -30,365,371.00 7,078,629.00 7,078,629.00 Less: Dividend of preferred shares payable Discretionary surplus common reserve appropriated Dividend of common shares payable Capitalized dividends of common shares VIII、Retained profit -30,365,371.00 -30,365,371.00 7,078,629.00 7,078,629.00 Profit Statement (Supplementary information) 1. Proceeds from the sales or disposal of Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 sales or disposal of departments or invested companies 2. Losses from natural calamities 3. Total profit increased (or decreased) by the change of accounting policy 4. Total profit increased (decreased) by the change of accounting estimate 5. Losses from debt restructuring 6. Other Legal representative:Hu Yongfeng Financial controller:Sun Zhiping The person in charge of the Financial dept:Zhang Jinliang 9.2.3 Cash flow statement Prepared by: Shenzhen Victor Onward Textile Industrial Co., Ltd. Jan-December 2005 Unit:RMB Report period Item Consolidated Parent Company I.Cash flow from operating activities Cash received from commodity sales and 263,983,970.00 175,809,004.00 labor provision Refunded taxes and levies 10,272,876.00 6,480,904.00 Other cash receipts related to operating 3,574,865.00 514,065.00 activities Subtotal of cash inflow 277,831,711.00 182,803,973.00 Cash paid for purchasing commodities and 235,701,059.00 175,993,484.00 accepting labor Cash paid to and for staff and workers 28,104,798.00 11,896,599.00 Taxes and levies paid 991,618.00 792,784.00 Other cash payments related to operating 9,805,270.00 8,953,790.00 activities Subtotal of cash outflow 274,602,745.00 197,636,657.00 Net cash flow from operating activities 3,228,966.00 -14,832,684.00 II.Cash flow from investing activities Cash received from investment recovery Cash received from obtaining investment 1,639,892.00 1,631,851.00 income Net cash received from the disposal of fixed assets, intangible assets and other 108,850.00 21,207.00 long-term assets Other cash receipts related to investing 340,787.00 59,188.00 activities Subtotal of cash inflow 2,089,529.00 1,712,246.00 Cash paid for constructing or purchasing fixed assets, intangible assets and other 1,741,716.00 1,299,869.00 long-term assets Cash paid for investment 2,325,868.00 2,325,868.00 Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 Other cash payment related to investing activities Subtotal of cash outflow 4,067,584.00 3,625,737.00 Net cash flow from investing activities -1,978,055.00 -1,913,491.00 III.Cash flow from financing activities Cash flow from financing activities Cash received from loan 243,264,657.00 214,949,747.00 Other cash receipts from financing activities Subtotal of cash inflow 243,264,657.00 214,949,747.00 Cash paid for debt repayment 243,931,926.00 201,368,790.00 Cash paid for distribution of dividends or 8,131,712.00 3,274,185.00 profits or interest reimbursement Other cash payment related to financing activities Subtotal of cash outflow 252,063,638.00 204,642,975.00 Subtotal of cash outflow -8,798,981.00 10,306,772.00 IV、Influence of the change of exchange -417,214.00 -8,601.00 rate on cash V Net increase of cash and cash equivalent -7,965,284.00 -6,448,004.00 Supplementary Information of Cash Flow Statement I. Adjusting net profit to net cash flow in operating activities Net profit -37,444,000.00 -37,444,000.00 Add: Asset devaluation reserve provided 4,929,484.00 6,467,012.00 Fixed assets depreciation 19,062,916.00 9,774,941.00 Amortization of intangible assets 775,128.00 103,413.00 Amortization of long-term expenses to be amortized Decrease of expenses to be -170,991.00 -178,087.00 amortized (Less: increase) Increase of expenses drawn in 363,976.00 449,629.00 advance (Less: decrease) The loss from the disposal of fixed assets, intangible assets and other long-term 133,308.00 133,307.00 assets (less: gain) Loss from scrapping of fixed assets Financial expenses 7,040,082.00 3,214,996.00 Investment loss (less: gain) 5,149,023.00 12,091,009.00 Credit item of deferred tax (Less: debit item) Decrease of inventories(less: increase) -1,494,045.00 -4,031388.00 Decrease of operating accounts -10,092,446.00 -28,485,458.00 receivable (less: increase) Increase of operating accounts 23,548,909.00 23,071,942.00 receivable (less: decrease) Other Gains and loss of Minority -8,572,378.00 0.00 Shareholder’s Net cash flow generated from 3,228,966.00 -14,832,684.00 operating activities II.Investment and financing activities not involving cash receipts and Shenzhen Victor Onward Textile Industrial Co., Ltd.Summary of Annual Report 2005 expenditure Transferring debts to capital Convertible corporate bond to mature within one year Leasing fixed assets through financing III、Net increase of cash and cash equivalent Balance of cash at the end of the period 30,395,152.00 4,901,295.00 Less: Balance of cash at the beginning 38,360,436.00 11,349,299.00 of the period Add: Balance of cash equivalent at the 0.00 0.00 end of the period Less: Balance of cash equivalent at the 0.00 0.00 beginning of the period Net increase of cash and cash -7,965,284.00 -6,448,004.00 equivalent Legal representative:Hu Yongfeng Financial controller:Sun Zhiping The person in charge of the Financial dept:Zhang Jinliang 9.3 Explanation on changes of accounting policy, accounting estimation and settlement compared with the latest annual report □applicable√not applicable 9.4 Contents, correct amount, reason and its influence of significant accounting errors. □applicable√not applicable 9.5 Explanation on change of consolidated scope compared with the latest annual report □applicable√not applicable