深纺织B(200045)2007年年度报告(英文版)
康熙帝 上传于 2008-04-22 06:30
Shenzhen Textile (Holdings) Co., Ltd.
2007 Annual Report
April 2008
Table of Contents
I. Brief Introduction of the Company………………………………………………3
II. Highlights of Accounting Data and Business Data ……………………………4
III. Particulars about the Changes of Share Capital and Shareholders………...7
IV. Directors, Supervisors, Senior Executives and Staff…………………………12
V. Control Structure of the Company……………………………………………...17
VI. Brief Introduction of Shareholders’ General Meeting…………………………24
VII. Report of the Board of Directors……………………………………………… ..24.
VIII. Repot of the Supervisory Committee…………………………………………...33
IX. Important Events……………………………………………………………….…34.
X. Financial Reports……………………………………………………………….…37
XI. List of Documents Available for Inspection……………………………………..38
2
Shenzhen Textile (Holdings) Co., Ltd.
2007 Annual Report
Important notes: The Board of Directors of the Company hereby guarantees 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.
Chairman of the Board of Directors Wang Bin, General Manager Zhu Jun and
Assistant General accountant Liu Yin represent and warrant the financial and
accounting report in the annual report is true and complete.
I. Brief Introduction of the Company
1. Statutory name of the Company: In Chinese:深圳市纺织(集团)股份有限公司
In English: SHENZHEN TEXTILE (HOLDINGS) CO., LTD.
English abbreviation: STHC
2. Legal representative: Wang Bin
General manager of the Company:Zhu Jun
3.Secretary to the board of directors: Chao Jin
Contact Address: 6/F, Shenfang Building, 3 Huaqiang North Road, Futian District,
Shenzhen
ZipCode: 518031
Tel : 0755-3776043
Fax : 0755-3776139
E-mail:cjane@mail.china.com
4. Registered Address: 6/F, Shenfang Building, No.3 Huaqiang North Road, Futian
District, Shenzhen
Office Address: 6/F, Shenfang Building, No.3 Huaqiang North Road, Futian
District, Shenzhen
Zip Code: 518031
Website: http://www.chinasthc.com
E-mail : sztext@szonline.net
5. Newspapers for Information Disclosure: Securities Times, Hong Kong Commercial
Daily
Internet Web Site for Publishing the Annual Report: http://www.cninfo.com.cn
The Place Where the Annual Report is Prepared and Placed: The Secretariat of the
Company
6. Stock exchange for listing: Shenzhen Stock Exchange
Stock abbreviation: Shen Textile A ,Shen Textile B
Stock code : 000045 200045
7. Other Relevant Information :
3
The date of first registration of the Company: August 1994
Registered Address: 6/F, Shenfang Building, No.3 Huaqiang North Road, Futian
District, Shenzhen
Registration No. of Legal Entity Business License: 4403011013060
Tax Registration No.: Di Shui Deng Zi No.: 440304192173749
Guo Shui Deng Zi No.: 440301192173749
Certified public accountants retained by the Company: Name: Shenzhen Pengcheng
Certified Public Accountants
Business address:5/F, Baofeng Building, No. 28, Dongmen South Road, Shenzhen,
China
II. Highlights of Accounting Data and Business Data
(I) Main profit indicators of report year
Items Amount(RMB)
Operation profit 16,724,105.87
Total profit 17,407,508.77
Net profit attributable to shareholders of the listed 11,554,100.29
company
Net profit after deducting of non-recurring gain/loss -23,292,565.53
attributable to the shareholders of the listed company
Cash flow generated by business operation, net 24,113,175.67
Note:1. Items and amount of non-recurring gains and loss
Items Amount(RMB)
Gains and losses from the disposal of
non-current assets 40,589,916.98
Governmental subsidy reckonedin to current
gainsand losses 505,448.75
Net amount of non-operating income and expense
the aforesaid items -120,820.61
Total items of non-current gains and losses 40,974,545.12
Less:Income tax 6,151,830.20
Minority shareholding gain and losses -23,950.90
Total non-recurring gains and losses after
deducting ninority interest 34,846,665.82
2. The influence of the adjustment made according to international financial report
standards on the net profit of the Company:
Unit:RMB’000
Year 2007 Year 2006
Pursuant to the financial report audited by 11,554 4627
Chinese C.P.A.
Adjustment made for complying with 22,555 2,956
international accounting standards:
4
Writeback of over-provision for the depreciation 2,346 2,346
of real estate of investment nature
Amortization of intangible assets 785 785
The price difference of equity investment --- 689
in affiliated companies need not
amortization
Writeback of impairment of other assets. --- 1,500
Restricted shares granted circulation profit 19,424 ---
The shares distributed in A-share holding --- -2,364
structure reform were stated as expenditure
Restated pursuant to international financial
report standard 34,109 7,583
3. The influence of the adjustment made according to international
financial report standards on the Net Value of Assets of the Company:
Unit:RMB’000
Year 2007 Year 2006
Pursuant to the financial report audited by 363,329 336,573
Chinese C.P.A.
Adjustment made for complying with 26,882 22,865
international accounting standards:
Writeback of over-provision for the depreciation 27,528 25,182
of real estate of investment nature
Amortization of intangible assets -546 -1,331
The price difference of equity investment 1,378 1,378
in affiliated companies need not
amortization
Restricted shares granted circulation profit 886 ---
The shares distributed in A-share holding -2,364 -2,364
structure reform were stated as expenditure
Restated pursuant to international financial 390,211
report standard 359,438
The financial statements of the Company were audited by Shenzhen Pengcheng Certified
Public Accountants Co., Ltd. according to international standards for financial report.
(II) Main Accounting Data and Financial Indicators over the Past Three Years as at the
End of the Report Period
1. Main accoubnting date
Unit:RMB
Changed
Year 2007 Year 2006 over last Year 2005
year(%)
Before After adjustment After Before After adjustment
5
Adjustment adjustmen Adjustment
t
392,060,278.4
Operating profit 489,270,085.73 555,783,680.87 558,198,369.00 -12.35 392,060,278.43
3
Total profit 17,407,508.77 15,563,484.07 13,298,457.36 30.90 35,176,033.26 35,176,033.26
Net profit
attributable to
the shareholders 11,554,100.29 6,724,601.89 4,626,707.21 149.73 21,639,239.45 21,639,239.45
of the listed
company
Net profit after
deducting of
non-recurring
gain/loss
-23,292,565.53 354,756.08 3,136,918.40 -842.53 23,220,107.84 23,220,107.84
attributable to
the shareholders
of listed
company
Cash flow
generated by
24,113,175.67 46,895,948.92 46,895,948.92 -48.58 21,701,207.67 21,701,207.67
business
operation, net
Changed
End of 2007 End of 2006 over last End of 2005
year(%)
After
Before Before After
After adjustment adjustmen
Adjustment Adjustment adjustment
t
Gross Assets 680,557,137.56 660,297,042.84 661,047,141.67 2.95 659,843,681.48 659,843,681.48
Shareholders’
363,329,286.62 338,389,884.78 336,573,619.61 7.95 343,921,482.89 343,921,482.89
equity
2. Main Financial Indicators
Unit:RMB
Changed
Year 2007 Year 2006 over last Year 2005
year(%)
After
Before Before After
After adjustment adjustmen
Adjustment Adjustment adjustment
t
Basic gains per
0.05 0.027 0.02 150.00% 0.088 0.088
share
Diluted gains 0.05 0.027 0.02 150.00% 0.088 0.088
6
per share
Basic earning
per share after
deducting of -0.10 0.01 0.01 1100.00% 0.095 0.095
non-recurring
gains/losses
Net income on
Increased
asset, fully 3.18% 1.99% 1.37% 6.29% 6.29%
by 1.81%
diluted
Net income on Decreased
3.37% 1.90% 1.36% 6.22% 6.22%
asset, Weighted by 2.01%
Net income on
asset, fully
diluted and Decreased
-6.41% 0.10% 0.93% 6.75% 6.75%
deducted by 7.34%
non-recurring
gain/loss
Net income on
asset, weighted
Decreased
and deducted -6.80% 0.10% 0.92% 6.68% 6.68%
by 7.73%
non-recurring
gain/loss
Net cash flow
per share
generated by 0.10 0.19 0.19 -47.37% 0.089 0.089
business
operation
Net asset per
share
attributable to 1.48 1.38 1.37 8.03% 1.40 1.40
shareholders of
listed company
III. Particulars about the Changes of Share Capital and Shareholders
(1).Statement of changes in shares
Unit: shares
Before this change Increase/decrease this time (+ , - ) After this change
Issuin Transfer
Proportio g of Bonus red Subtota Proportio
Amount Other Amount
n new shares from l n
shares reserves
1.Shares with
148,863,888 60.73% -94,540 -94,540 148,769,348 60.69%
conditional
7
subscription
1.State-owned
shares
2.State-owned
legal person 148,721,760 60.67% 148,721,760 60.67%
shares
3.Other
142,128 0.06% -94,540 -94,540 47,588 0.02%
domestic shares
Incl:Non-state
owned domestic
legal person
shares
Domestic
nature person 142,128 0.06% -94,540 -94,540 47,588 0.02%
shares
4.Foreign
shareholding
Incl:Overseas
legal person
shares
Foreign nature
person share
II.Shares with
unconditional 96,260,112 39.27% 94,540 94,540 96,354,652 39.31%
subscription
1.Common shares
46,760,112 19.08% 94,540 94,540 46,854,652 19.11%
in RMB
2.foreign shares in
49,500,000 20.19% 49,500,000 20.19%
domestic market
3.Foregn shares in
overseas market
4.Other
III. Total of capital
245,124,000 100.00% 0 0 245,124,000 100.00%
shares
(II) Particulars about the issuing and listing of shares
1 The Company did not issue new shares and derived securities in the
previous three years by the end of the report period.
2 In June 1994 approval, the Company issued 3.8 million staff shares at the
price of RMB 3.9 per share in February 1995. The staff shares were approved to
be listed in February 1995. As of December 31, 2007, the senior executives of
8
the Company held 70,500 shares. The trusted organ of the staff shares is China
Securities Registration Settlement Co., Ltd. Shenzhen Branch.
(III) Introduction to Shareholders
1. As of December 31, 2007, the Company had 20,185 shareholders in total
including one shareholder of state-owned shares, 11,238 shareholders of A shares and
8,947 shareholders of B shares.
2. Particulars of the shareholding of the top ten shareholders as of December 31,
2007:
Unit:Shares
Total number of
20,185
shareholders
Particulars about the shareholding of the top ten shareholders
Nature of Proportion Quantity of Conditional Pledged or
Name of shareholder
shareholder (%) shares held shares frozen
Shenzhen Investment State-owned
60.67% 148,721,760 148,721,760
Management Co., Ltd. Legal person
Foreign
Zheng Chuangjian 0.29% 721,850
natural person
HSBC BROKING
Foreign legal
SECURITIES (ASIA) 0.29% 700,000
person
LIMITED-CLIENTS A/C
Foreign
Liu Hong 0.24% 590,000
natural person
Foreign
Sun Xuwei 0.23% 554,284
natural person
Domestic
Ma Ying 0.22% 550,000
natural person
VICTOR ONWARD
Foreign legal
PRINTING&DYEING 0.19% 455,000
person
(HK) CO. LTD
Domestic
Huang Muxiu 0.19% 454,010
natural person
Foreign
Xu Peijun 0.18% 442,300
natural person
Foreign
He Yanling 0.16% 400,700
natural person
Top 10 holders of unconditional shares
Name of the shareholder Unconditional shares Type of shares
Foreign shares placed in
Zheng Chuangjian 721,850
domestic exchange
HSBC BROKING SECURITIES (ASIA) Foreign shares placed in
700,000
LIMITED-CLIENTS A/C domestic exchange
9
Foreign shares placed in
Liu Hong 590,000
domestic exchange
Foreign shares placed in
Sun Xuwei 554,284
domestic exchange
Ma Ying 550,000 RMB Common shares
VICTOR ONWARD Foreign shares placed in
455,000
PRINTING&DYEING (HK) CO. LTD domestic exchange
Huang Muxiu 454,010 RMB Common shares
Foreign shares placed in
Xu Peijun 442,300
domestic exchange
Foreign shares placed in
He Yanling 400,700
domestic exchange
Yan Zhixiong 371,529 RMB Common shares
Among the top ten shareholders as listed above, there exists no
Notes to the related associated relationship among the shareholders of legal person
relationship between the share. The relation between the top ten shareholders was unknown.
top ten shareholders or It was unknown whether they are persons taking concerted action
their concerted action specified in Regulations on the Information Disclosure of the
Change of Shareholding of Shareholders of Listed Companies.
Among the above shareholders, the one holding shares on behalf of the state is
Shenzhen Investment Management Co. No. 1,3,4,5,7 ,9 and 10 shareholders are the
ones holding foreign investment shares.
3. Introduction to the Controlling shareholder of the Company
(1)Shenzhen Investment Management Co., Ltd., the controlling shareholder of the
Company, Shenzhen Construction Holding Company and Shenzhen Commerce and
Trade Investment Holding Company were merged into Shenzhen Investment Holding
Co., Ltd. according to the Decision on Establishing Shenzhen Investment Holding Co.,
Ltd. - Shen Guo Zi Wei (2004) No. 223 Document issued by State-owned Assets
Administration Committee of Shenzhen municipal people's government. The
state-owned shares of the Company held by Shenzhen Investment Management Co.,
Ltd. are managed by Shenzhen Investment Holding Co., Ltd. As of November
2007, ,relevant procedure of title transfer have been completed. Please refer to the
announcements of the Company on Securities Times, Hong Kong Commercial Daily in November
15,2007.
(2) The shares held by :Shenzhen Investment Holding Co., Ltd. account for 60.67% of
the total share capital of the Company. Legal representative:Chen Hongbo, Date of
establishment: October 13, 2004; Registered capital: RMB 1 billion. It is a solely
state-owned company in Shenzhen. Business scope: Providing guarantee to municipal
state-owned enterprises, managing state-owned equity of enterprises other than those
directly supervised by Municipal State-owned Assets Commission, conducting asset
reorganization, system transformation and capital operation of affiliated enterprises,
making investment and doing other businesses authorized by the Municipal
State-owned Assets Commission.
10
(3)National Assets Regulatory Commission of Shenzhen Municipal People's
Government is the actual controller of the Company.
The chart of property right relationship between the Company and its actual
controller:
National Assets Regulatory Commission of
Shenzhen Municipal People's Government
│100%
↓
Shenzhen Investment Holding Co.,
Ltd.
│60.67%
↓
Shenzhen Textile (Holdings) Co.,
Ltd.
4.Except Shenzhen Investment Management Co., the Company has no other legal
person shareholders holding more than 10% (including 10%) shares of the Company.
5.The time for listing of shares subject to sale restriction
Quantity of
additional shares
that can be listed Balance of shares Balance of shares
Time and traded upon subject to sale not subject to sale Remark
the expiration of restriction restriction
sale restriction
period
September 12,256,200 136,465,560 59,158,440Negotiating shares of
11,2008 Shenzhen Investment
Management Co., Ltd.
September 136,465,560 195,624,000 Negotiating shares of
11,2009 Shenzhen Investment
Management Co., Ltd.
The quantity of shares held by the top 10 shareholders subject to sale restriction and
conditions of sale restriction
Name of Quantity of Quantity of
Time when
shareholder shares held by additional
shares can be
No. holding shares the shareholder shares that Conditions of sale restriction
listed and
subject to sale subject to sale can be listed
traded
restriction restriction and traded
11
1 Shenzhen 148,721,760 2008.9.11 12,256,200 The non-negotiable
Investment
shares of the Company
will not be listed and
Management Co., traded within 24 months.
Ltd. 2009.9.11 136,465,560
Within 12 months after
the expiration of the said
commitment period, the
proportion of the number
of the original
non-negotiable shares
sold by the controlling
company through
Shenzhen Stock
Exchange to the total
number of shares of
Shenzhen Textile shall
not exceed 5%.
IV. Directors, Supervisors, Senior Executives and Staff
(I). Basic information
Name Sex Age Title Date of starting and Shares held at Shares held at
ending year-beginning year-end
Wang Bin Male 37 Board chairman 2007.1.5—2010.1.4 0 0
Director, 2007.1.5—2010.1.4
Zhu Jun Male 44 General 0 0
Manager
Li 2007.1.5—2010.1.4
Male 55 Director 63,450 63,450
Jingqiang
Wang Peng Male 38 Director 2007.1.5—2010.1.4 0 0
Independent 2007.1.5—2010.1.4
Yang Jichao Male 53 0 0
director
Liu Independent 2007.1.5—2010.1.4
Male 46 0 0
Xiangqing director
Independent 2007.1.5—2010.1.4
Huang Hui Male 43 0 0
director
Chairman of 2007.1.5—2010.1.4
Gao Zuofu Male 55 the supervisory 0 0
committee
Zhou 2006.12.18—2007.1.4
Female 50 Supervisor 7,050 7,050
Meirong
Deng 2007.1.5—2010.1.4
Male 41 Supervisor 0 0
Kangcheng
Feng Junbin Male 45 Deputy GM 2007.1.5—2010.1.4 0 0
Gao Guoshi Male 54 Deputy GM 2007.1.5—2010.1.4 0 0
Zhang 2007.1.5—2010.1.4
Male 42 Deputy GM 0 0
Hong
Secretary to the 2007.1.5—2010.1.4
Chao Jin Female 45 0 0
board of
12
directors
Assistant 2007.1.5—2010.1.4
Liu Yi Male 54 General 0 0
Accountant
(II). Position of directors, supervisors and senior executives
Wang Bin served successively as secretary of Personnel Division of Equipment
Branch of Henan Textile Machinery Plant, secretary of Communist Youth League of
the Company, manager of a number of subsidiaries of the Company, general manager
assistant and general manager of the Company. In the report period, He served as
Board chairman of the Company.
Zhu Jun served successively as secretary of Lige Village, Yutai County,
Shandong Province, workshop director of Shandong Jining Cotton Mill, deputy
factory director of Jining Chemical Fibre Factory, office director of Jining Textile
Industry Company, deputy county head of Wenshang County, Shandong Province,
office director of Shandong Textile Department, chief of Personnel Education
Division, manager of Enterprise management Dept, general manager assistant and
Deputy General Manager of the Company. In the report period, He served as Director
and general manager of the Company.
Li Jinqiang served successively as clerk of Shenzhen Baoan Xixiang Sugar Mill,
section chief of Shenzhen Light Industry Company, director of Personnel Dept.,
general manager assistant, deputy general manager and deputy secretary of Party
committee of the Company. In the report period, he served as director ,deputy
secretary of Party committee and secretary of discipline committee of the Company.
Wang Peng served successively as Economist of Shenzhen Jinzhong Co., Ltd.,
Manager assistant of Assets Management Dept of Shenzhen Construction Co., Ltd.,
Deputy Manager of Enterprise Dept of Shenzhen Investment Management Co., Ltd.
and Deputy Manager of Property right Management Dept of Shenzhen Investment
Management Co., Ltd. In the report period, He served as Director of the Company.
Yang Jichao, a senior Engineer, served successively as deputy director general of
State Textile Ministry Produce Dept, Deputy director of Textile product Development
Center, Deputy functionary of China Textile association Economy Trading ministry,
General engineer of Tibet Municipality economy Trading committee, Minister of
State Textile Bureau Planning Development Dept, Director of China Textile
Information Center, Deputy secretary-general of China Textile Industry association.
In the report period, He served as independent director of the Company.
Liu Xiangqing served successively as section chief of Guangxi Finance Department ,
section chief of Guangxi Certified Public Accountants, served successively as
13
minister of Shenzhen accountant office asset evaluation dept, Manager and deputy
director of issued Dept, Chief partner of Shenzhen Huaxin Accountant office,director
accountant . In the report period, He served as independent director of the Company.
Huang Hui, once worked at Nantong Municipal People's Government, Jiangsu
Province and the Standing Committee of People's Congress of Shenzhen and was
engaged in legislation work. He served as partner of Guangdong Shengtang Law
Office. He now serves as independent director of the Company. In the report period,
He served as independent director of the Company.
Gao Zuofu, an ex soldier, served successively as head of Personal Guarantee
Section of Guangning Commercial Bureau, Guangdong, manager of Guangning
Overseas Chinese Commodity Supply Co., secretary of Party committee of Muge
Town of Guangning County, general manager of Zhaoqing Dinghu District
Pharmaceutical Company, deputy office director of Shenzhen Torch Industrial
Company, section staff in charge of Shenzhen Municipal Enterprise Working
Committee, deputy secretary of discipline committee and director of Discipline
Inspection Room of Shenzhen Investment Management Co., Ltd. In the report
period, He served as chairman of the supervisory committee of the Company.
Zhou Meirong served as a statistician of No. 2 Mine of Guangdong Shaoguan Coal
Bureau and chief section staff of Shaoguan Communist Youth League Committee,
deputy secretary and secretary of Communist Youth League, deputy director and
director of Party Office and office director of the Company. She now serves as
chairman of labor union and director of Party committee office of the Company. In the
report period, she serves as employee-representing supervisor of the Company.
Deng Kangcheng served as technician of Shenzhen Luohu Material Trade
Company, Deputy chief and chief of Shenzhen Construction Earthwork mechanical
engineering Company, Secretary ,Deputy director and director of inspection and
supervision Room of Shenzhen Construction Investment Company,Deputy director of
Shenzhen Construction Investment Company, Director of Petition office. He new as
director of office of Shenzhen investment Management Co., Ltd. In the report period,
He served as supervisor of the Company.
Feng Junbin served successively as special enterprise controller of Guangdong
Dapu County Finance Bureau, deputy section head of Guangdong Fengshun County,
director of Audit Dept., manager of Enterprise Management Dept., general manager
assistant and supervisor of the Company. In the report period, he served as Deputy
general manager of the Company.
Gao Guoshi once served successively as physician of Hunan Liuyang
14
Wenjiazhuang Municipal Hospital, president of Liuyang Yonghe Hospital, director
general of Liuyang Municipal Health Bureau, member of standing committee of
Liuyang municipal Party committee and deputy mayor of Liuyang municipal people's
government, deputy director general and secretary of Party committee of Changsha
Municipal Health Bureau, director general of Shenzhen Nanshan District Health
Bureau, office director, member of Party Group and standing committee of CPPCC of
Shenzhen Nanshan District, deputy general manager of Shenzhen Medicine
Production and Supply Corporation and deputy general manager of Shenzhen
Accordance Medical Co., Ltd. In the report period, He served as Deputy general
manager of the Company.
Zhang Hong, once served successively as assistant of China Textile University,
cadre of China Textile Material Company, Chief of Management Dept of Shenzhen
Textile (Holding) Co., Ltd.,Company manager subordinate enterprises, General
Manager assistant. In the report period, He served as Deputy general Manager of the
Company.
Chao Jin served successively as teacher of Shanxi Chinese Medicinal Material
School and Jilin Business College, head of Employment Section of Personnel and
Employment Dept. of the Company, office director and manager of Personnel Dept.
of subsidiary and general manager secretary of the Company. In the report period, she
served as the board secretary of the Company.
Liu Yi served successively as section staff of People's Bank Tonghua Sub-branch,
director of teaching and research section of Tonghua Bank School and manager of
Finance Dept of the Company. In the report period, he served as deputy chief
accountant and manager of Finance Dept of the Company.
(III). Annual remuneration
In the report period, the annual remuneration of the directors, supervisors and senior
executives receiving salary from the Company shall be paid according to the
Provisional Regulations on the Annual Salary System for the Operators of Shenzhen
Municipal State-owned Enterprises and the wage management system of the
Company.
The remuneration of the current directors , supervisors and senior executives of the
Company in 2007 is as follows:
Name Position Remuneration(RMB’0000)
Wang Bin Chairman of the board of
39.1
directors
Zhu Jun Director and general
36.8
manager
Li Jingqiang Director 35.3
Wang Peng Director 0(Receiving salary from
15
corporate shareholder)
Yang Jichao Independent director 5.00
Liu Xiangqing Independent director 5.00
Huang Hui Independent director 5.00
Gao Zuofu Chairman of the
36.8
supervisory committee
Zhou Meirong Supervisor 32.0
Deng Kangcheng Supervisor 0(Receiving salary from
corporate shareholder)
Feng Junbin Deputy general manager 33.5
Gao Guoshi Deputy general manager 33.4
Zhang Hong Deputy general manager 24.2
Chao Jin Secretary to the board of
33.1
directors
Liu Yi Deputy chief accountant 22.9
(IV) The resignation, appointment and removal in the report period
1. After examination at the first provisional shareholders' general meeting in 2007, the
board of directors and the supervisory committee of the Company were reelected.
Wang Bin ,Zhu Jun ,Li Jingqiang and Wang Peng were elected as members of the
fourth board of directors of the Company. Yang Jichao, Liu Xianging and Huang Hui
were elected as independent directors of the fourth board of directors of the Company.
Former director Guan Tongke left his post due to retirement.
Gao Zuofu and Deng Kangcheng were elected as supervisors of the fourth supervisory
committee of the Company (the employees' assembly of the Company elected Zhou
Meirong as employee-representing supervisor on December 18, 2006). The former
supervisor Song Gongli left his post upon expiration of the term of office.
2. After examination at the fourth board of director, Wang Bin were elected as Board
Chairman of the Company,Zhu Jun were elected as General Manager of the Company,
Feng Junbin, Gao Guoshi and Zhang Hong were elected as Deputy General Manager
of the Company, Liu Yi were elected as Assistant General Accountant and Manager of
Financial Dept, and Chao Jin were elected as Secretary to the board of directors
After examination at the 1st meeting of the fourth board of directors of the Company,
Gao Zuofu was elected as chairman of the supervisory committee of the Company.
(IV) Staff
As of December 31, 2007, the Company had 685 staff members in total,
including 412 production employees, 28 sales employees,62 technical employees, 31
financial employees and 74 administrative employees. Among the employees,15 hold
Master's degree or above, 137 are graduates of universities and junior colleges and 64
have education of technical secondary school. The number of retired staff was 105 .
16
V. Control Structure of the Company
(I)Status of corporate governance structure
1. General Introduction of the Corporate Governance
The company constantly perfects the corporate governance structure and
standardizes the company operation strictly according to The Company Law,
Securities Law, Code of Corporate Governance for Listed Companies in China and
any other laws and regulations in respect of the corporate governance of the listed
companies promulgated by the China Securities Regulatory Commission. During the
reporting period, according to the requirements related to the special campaign for the
corporate governance of the listed companies by the China Securities Regulatory
Commission and Shenzhen Stock Exchange, the company made a comprehensive
amendment for the Company Constitution, Rules of Procedure for the Shareholders’
Meeting, Rules of Procedure for the Board of Directors, Rules of Procedure for
Supervisory Committee, Working Rules for the General Manager, System of
Independent Director, Internal Control System and so on, and set down a series of
standardizing documents such as Management System of the Company Shares held by
Directors, Supervisors and Senior Executives, System of Reception and
Popularization, Management System of Information Disclosure and so on. At present,
the condition of the company governance basically accords with the China Securities
Regulatory Commission’s relevant requirements for the standardizing documents for
the governance of the listed companies.
2. Special Campaign for the Corporate Governance
During the reporting period, the company carried out the special campaign for
the corporate governance in April 2007 according to the Notice on the Matters
concerning Carrying out a Special Campaign to Strengthen the Corporate
Governance of Listed Companies (Document Number: No.28 [2007] of China
Securities Regulatory Commission) and the related unified plan designed by the
Shenzhen Supervision Bureau and Shenzhen Stock Exchange.
In accordance with the specific arrangement of the plan and the relevant
regulations of the corporate governance, the company completely, objectively and
carefully checked itself and opened the phone line, email and website for the special
campaign as the communication platform for the investors and the public to analyze
and comment the governance and improvement plan of the company and for the
company to listen to the opinions and suggestions from the investor and the publics.
According to the requirements of the relevant documents and combining with the
keystone of the special campaign for the corporate governance, the company
comprehensively adjusted and perfected the company’s internal control system so as
to have them effectively implemented.
The company took the following improvement measures for the main problems
of the corporate governance found in the self-check and coming from public
comments:
(1) The company amended, complemented and perfected the Company
Constitution in accordance with requirements of the Company Law, Securities Law
and Instructions to the Constitutions of Listed Companies (Edited in 2006).
17
(2) The company made comprehensive coordination for the internal control
systems and timely complemented the defective systems and complemented and
perfected the existing defective articles so as to strengthen the force of the internal
control.
(3) In order to avoid the executive’s shortsighted behaviors in the management,
fully mobilize the executive’s enthusiasm, activity and creativity and solve the
problem of the long-time deficient encouragement, the company has been seeking for
the scientific and long-term effective encouragement mechanism.
(4) The company website was opened and brought into service on the last
ten-day of October 2007. It would become the effective platform for the investors to
know the company’s business picture and for the company and investors to
communicate with each other.
3. The Suggestions of Shenzhen Securities Supervision Bureau of China
Securities Regulatory Commission and the Results of the Improvement
(1) The Company Constitution didn’t accord to the requirements of the Guide for
the Constitution of Listed Companies to specify the extent of the competence of the
board of the directors in such matters as purchasing and selling the assets, assets
mortgage, guarantee of the company, entrusted financing, related transactions and so
on. And the company didn’t ask the attendant supervisors to sign on the record of the
shareholders’ meeting according to the requirements of the Rules of Procedure for the
Shareholders’ Meeting of the Listed Companies.
The Measures and Results of the Improvement:
a. The company proposed the Motion Concerning the Amendment of the
Company Constitution of the the 6th Meeting of the Fourth Board of Directors on
October 30th, 2007 and amended the corresponding articles in the Company
Constitution and submitted for approval on the 2nd provisional Shareholders’ Meeting
in 2007.
b. On September 24th, 2007, the company had had the attendant supervisors add
their signatures on the records of the Shareholders’ Meetings which were held since
the promulgation of the Guide for the Constitution of the Listed Companies (edited in
2006).
(2) The company periodically submitted the monthly financial index news,
annual and semiyearly financial statements, financial analysis reports and
comprehensive budget reports and irregularly submitted the report of loan guarantee
and the deposit and loan statistics to the controlling shareholders, but failed to submit
the relevant insiders’ list to the related Securities Supervision Bureaus. The above
mentioned behavior violated the relevant requirements of Administrative Regulations
for the Information Disclosure of the Listed Companies and the Notice Concerning
Strengthening Supervision on Providing the Undisclosed Information to the Majority
Shareholders and Actual Controlling Persons by the Listed Companies.
Measures and Results of the Improvement:
In order to further standardize the information disclosure and keep the company
independence and the justice of the information disclosure, the company took the
following measures to avoid the leakage of the inside information:
18
a. The company would transmit again the Notice Concerning Strengthening
Supervision on Providing the Undisclosed Information to the Majority Shareholders
and Actual Controlling Persons by the Listed Companies to the controlling
shareholders for their study so as to further strengthen the sense of keeping secret.
b. The company would submit the relevant insiders’ list to the Shenzhen
Securities Supervision Bureau, establish the insider credit record and the routine
enquire system within the company and forwardly track the insiders’ implementation
of keeping secret so as to strictly control the risks of information leakage.
The above two items of improvement had been fulfilled on September 25th,
2007.
3. According to the requirements of the Complementary Notice Concerning
Strengthening Supervision on the Un-standardized Governing Behaviors of Providing
the Undisclosed Information to the Majority Shareholders and Actual Controlling
Persons by the Listed Companies, the company submitted the Commitment Letter
signed by the Chairman of the board to Shenzhen Securities Supervision Bureau. On
December 13th, 2007, the company’s controlling shareholder, Shenzhen Investment
Holding Co., Ltd provided and sent the Commitment Letter of Strengthening
Management of Undisclosed Information to our company.
4. Before providing company information to the majority shareholders, the
company should submit the relevant contents to all the directors for approval and
timely submit the relevant information to Shenzhen Securities Supervision Bureau to
put on record. If necessity, the company should be responsible to disclose the
information in time according to the relevant laws and regulations.
(II)The Existing Un-standardized Corporate Governance and the Relevant Measures of
Improvement
The company’s controlling shareholder, Shenzhen Investment Holding Co., Ltd
is an enterprise directly supervised and administrated by Shenzhen State-owned
Assets Supervision and Administration Commission. The company carries out the
laws and regulations in respect of the state-owned assets management by the
controlling shareholder and submits the undisclosed information to the controlling
shareholder in such a way as following: before the first ten-day of the month, submit
the monthly chief financial index news; within 20 days after a quarter, submit
financial report, periodic report and financial analysis report etc. The company shall
strictly implement the relevant items of the Result Report of the Improvement in the
Special Campaign of Corporate Governance and standardize the extent of usage and
approval procedure of submitted undisclosed information and put on record.
(III) Duty performance of independent directors
Name of The supposed times of Attendance in Attendance Absent
independent attendance this year person (times) through agent (times)
director (times)
Yang Jichao 7 6 1 0
Liu 7 7 0 0
Xiangqing
Huang Hui 7 6 1 0
19
The board of directors of the Company has 3 independent directors, including 1
professor-level senior engineer in textile industry, 1 senior accountant and 1 senior
lawyer. In the report period, the independent directors of the Company seriously and
independently performed their duties, attended board meetings on time and without
absence, gave original views on the business management, investment decision and
standardized operation of the Company and expressed independent professional
opinions on the appointment and dismissal of senior executives, investment decision,
business management and standardized operation according to relevant provisions of
the Company Law, the Articles of Association of the Company, Guiding Opinions on
the Establishment of Independent Director System at Listed Companies and
Guidelines for Administration of Listed Companies.
In the report period,independent directors of the Company did not make
objection to proposals and other matters examined at all previous board meetings of
the Company.
(IV) Independent operation of the Company
The Company was separated from its controlling shareholder in respect of
business, personnel, assets, organ and finance.
(V)The Establishment and Perfection of the Internal Control System
1. Summary of the Company’s Internal Control
Approved by the board of directors, the company established the internal control
system in 2004. The board of directors is responsible for the establishment, perfection
and effective operation of the company’s internal control system and should
periodically check the entire condition of the internal control and evaluate its effect.
The general manager of the company is responsible for comprehensively carrying out
and promoting the relevant regulations of the internal control system and checking the
establishment, implement and perfection of the risk management and control system
in the professional system of each functional department. Each functional department
of the company headquarters is responsible for establishing, perfecting and
implementing the risk management and control system in their own professions and
helping complete the inspection of the risk management and control system of each
profession.
The company has established a whole set of internal control system covering
production management, financial management and information disclosure. The
company operations and internal control system comply with the relevant laws and
regulation of the state and the requirements of the supervisory and regulatory
departments. The well implementation of the company’s internal control system
effectively maintain the safety and integrity of the company property, ensure the
verity of the financial information and avoid all kinds of risk that may exist in the
internal decision-making and operation management.
2.Important of the Company’s internal control
(1)Controlling Subsidiaries and hold shares Proportion
20
50%
Anhui Huapeng Textile Co., Ltd.
Dept of Party work 48%
Party committees
Shenzhen Shenfang Lekai Photoelectronic Materials Co., Ltd.
100%
Secretary of board of Directors
Shenzhen Shenfang Import and Export Co., Ltd.
64%
General Shareholders Meeting
Pay evaluation committee Trade Dept Jiangxi Xuanli Yarn Industry Co., Ltd
75%%
Office Shenzhen Zhongxing Fibre Folds Cotton Clothing Ornament Co., Ltd
100%
Audit Committee
Shenzhen Mei Bai Nian Garment Co., Ltd
100%
General Manager
(Management team)
Real estate Development Dept
Board of Directors
Shenzhen Jingguang Footwear Co., Ltd.
100 %
Personnel Dep
Shenfang Property Management Co., Ltd
100 %
Financial audi tDept
Huaqiang Hotel.
100 %
Committee
Nominating Committee
Dept
Committees of Supervisors
Management
Shenzhen Lisi Industrial Co., Ltd.
100 %
Strategic Planning Committee
Investment Dept
Budget
Shenzhen Jinlan Decorative Articles Industrial Co., Ltd.
21
(2) The Internal Control to the Holding Subsidiaries
The company strictly accords to the relevant laws and regulations of the state and
the requirements of the relevant supervisory and regulatory departments to manage
the holding subsidiaries. The important personnel change and important economic
activities of the holding subsidiaries shall submit to the company for approval and
recording. The company sticks to take the financial management as the center point of
managing the holding subsidiaries and lays stress on controlling the financial risks
and management risks. The company can timely know the running state of the holding
subsidiaries through accounting statement and enterprise statistical data, and instruct
and supervise the production and management and the control of safe production of
the holding subsidiaries through quarterly, semiyearly, annual and irregular
production and management analysis meetings.
The company’s control to its subsidiaries is strict, sufficient and effective, and
does not violate the relevant articles of the Guide for the Internal Control of the Listed
Companies and Internal Control System.
(3) Internal Control to the Related Transactions
The objects, contents, approval procedure and information disclosure of the
company’s related transactions are specifically defined in the Company Constitution
and the Rules of Procedure of the Shareholders’ Meeting. The board meeting and
shareholders’ meeting strictly comply with the challenge system to examine and
approve the related transactions so as to ensure the justice and equity of the
transactions. In order to ensure the openness of the transactions, the company
complies with the relevant laws and regulations to timely disclose the related
information.
The company’s control to the related transactions is strict, sufficient and effective,
and does not violate the relevant articles of the Guide for the Internal Control of the
Listed Companies and Internal Control System.
(4) Internal Control to the Guarantees of the Company
The Company Constitution specifically defines the basic principles, approval
procedure, administrative procedure related to the guarantees of the company. During
the reporting period, apart from the guarantees for its fully own subsidiaries, the
company had no other guarantee. The company strictly complied with and performed
the relevant procedures of approval and authorization when it offered guarantees to
the subsidiaries. All the guarantees for the subsidiaries were discussed and approved
during the board meeting.
(5) Internal Control to the Usage of the Financing Capital
According to the relevant regulations concerning the management of the
financing capital by the China Securities Regulatory Commission, the company set up
the Management Measures for the Financing Capital to specifically define the
management, usage, approval procedure and information disclosure of the financing
capital.
During the reporting period, the company didn’t use the financing capital.
(6) Internal Control to the Important Investment
The Company Constitution specifically defines the extent of the examining and
22
approving competence of the board meeting and the shareholders’ meeting in the
important investment and sets up the strict procedures for approval and
decision-making.
During the reporting period, the company had no important investment.
(7) Internal Control to the Information Disclosure
The company set up the Management System of Information Disclosure to
standardize such behaviors and the management of the investor relationships as the
information secrecy, information disclosure, reception, replying to the enquiries to
ensure the verity, accuracy, complete and timely disclosure of the information.
3. The Problems in the Company’s Internal Control and the Improvement
Measures
The speedy development and structure adjustment of the company’s business
brought forward new challenge on comprehensively strengthening the production
management of the company. The company should timely amend and perfect the
internal control system according to the development demands so as to provide
powerful guarantee for the health and speedy development of the company.
The company will continue strengthening the internal control system, increasing
the training to the directors, supervisors, senior executives and the staff and further
perfecting the corporate governance structure to improve the level of standard
operation.
4. The General Evaluation of the Company’s Internal Control
The company has established and perfected the internal control system which
covered each link of the company so as to ensure the standard the operations of the
company and that the company business runs on the rails and protects the security and
integrity of the company capital. According to the Guide for the Internal Control of
the Listed Companies, the company’s internal control system runs normatively, strictly,
sufficiently and effectively in such aspects as internal environment, goal-setting, event
identification, risk evaluation, risk countermeasures, information and communication,
examination and supervision and so on. It generally accords with the relevant
requirements of the China Securities Regulatory Commission and Shenzhen Stock
Exchange.
5. Opinions on the Self-evaluation of the Internal Control from the Supervisors of
the Company
According to the relevant regulations of the China Securities Regulatory
Commission and Shenzhen Stock Exchange and the basic principles of the internal
control, and combining with the actual conditions of the company itself, the company
established and perfected the internal control system which covered each link of the
company. The Self-evaluation of the Company’s Internal Control truly and objectively
reflects the establishment and implementation of the internal control system, and that
the company has established the reasonable, well internal control system and the
effect of implementation is obvious and effective.
6. Opinions on the Self-evaluation of the Internal Control from the Independent
Directors of the Company
The board meeting has discussed and approved a series of corporation
23
management systems, such as the Internal Control System. The above-mentioned
items of the internal control system accord with the relevant laws and regulations of
the state and the requirements of the supervisory and regulatory departments. The
company has established quite perfect internal control system which accords with the
relevant laws and regulations of the state and the requirements of the supervision and
regulatory departments. The Self-evaluation of the Company’s Internal System truly
and objectively reflects the establishment and implementation of the internal control
system, and that the company has established the reasonable, well internal control
system and the effect of implementation is obvious and effective.
VI. Brief Introduction of Shareholders' General Meeting
(I) 2007 first provisional shareholders' general meeting of the Company was held on
January 5,2007. The resolutions of the meeting were published on Securities Times
and Hong Kong Commercial Daily on January 6, 2007.
(II) 2006 annual shareholders' general meeting of the Company was held on May 18,
2007. The resolutions of the meeting were published on Securities Times and Hong
Kong Commercial Daily on May 19, 2007.
(III) 2007 Second provisional shareholders' general meeting of the Company was held
on October 30,2007. The resolutions of the meeting were published on Securities
Times and Hong Kong Commercial Daily on October 31, 2007.
VII. Report of the Board of Directors
(I) Operating Status of the Company
1. The scope of main operation and its operating status
The Company is mainly engaged in the production, import and export trade of textiles,
garments and relevant products and sidelines in property lease, warehousing, real
estate development, hotel business and manufacturing of optoelectronic devices.
In 2007, the Company earned income of RMB 489.27 million, which decreased by
12.34% year on year. The net profit for the owner of the parent company is RMB
11.554 million , an increase of 149.29% year on year mainly due to obtainment of
income from selling stocks of other listed companies.
Industry: In the report period, the Company's income from manufacturing
industry was RMB 250.745 million, an increase of 139.66% year on year mainly due
to increase of income after start of operation of phase-II polarizer sheet project. Total
profit was RMB -1.39966 million, a decrease of 112.6% year on year mainly due to
big change in provision for impairment of unsalable products made by subsidiaries
over the previous period.
Trade: In the report period,the income of the Company from trade was RMB
179.011 million, a year-on-year decreased of 38.28%. However, Total profit was
RMB 1.4004 million, a decrease of 20.85% year on year mainly due to decrease of
profit from export trade caused by sharp rise in Renminbi rate and lowering of export
rebate rate.
Property lease and hotel business: The Company owns Shenfang Building and
other properties including commercial stalls, factory buildings, office buildings and
24
warehouses for lease. In the report period,the income of the Company from property
lease, warehousing and hotel business was RMB 63.791 million, a year-on-year
increase of 18.41%. Mainly due to lease service enterprises' paying special
attention to basic management, seeking potential return and enhancing
property value and unit rent.
In the report period, The Company’s main products:
Product Sales income Sales cost Gross profit rate
Polarizer sheet for 111,931,057.27 87,179,131.69 22.11%
LCD
Fully-shaped knitted 25,806,385.43 20,868,890.46 19.13%
garment
2. Operating status and results of main controlled subsidiaries and joint ventures
With registered capital of RMB 25 million and total assets of RMB 63.54 million,
Shenzhen Mei Bai Nian Garment Co., Ltd. is engaged in production
entirely-electronic figured full-shaped knitted garments. It earned net profit of RMB
2.0565 million in 2007.
With registered capital of RMB 78 million and total assets of RMB140.41 million,
Shenzhen Shenfang Lekai Photoelectronic Materials Co., Ltd. is engaged in
producing polarizer sheet products for LCD. It earned net profit of RMB10.0554
million in 2007.
With registered capital of RMB 50 million and total assets of RMB 53.99 million,
Anhui Huapeng Textile Co., Ltd. is mainly engaged in production, bleaching, printing,
dyeing and sales of yarns. It earned net profit of RMB1.0368 million in 2007.
With registered capital of RMB 20 million and total assets of RMB 22.77 million,
Jiangxi Xuanli Yarn Industry Co., Ltd. is engaged in production of various stitch
yarns and knitted garments.In 2007, it suffered loss of RMB 11.5133 million It is
mainly due to provision for impairment of assets.
. With registered capital of RMB 5 million and total assets of RMB 22.22 million,
Shenzhen Shenfang Import and Export Co., Ltd. is engaged in export and import
business. It earned net profit of RMB 1.1971 million in 2007.
With registered capital of RMB 3.54 million and total assets of RMB 20.22
million, Shenzhen Jinlan Decorative Articles Industrial Co., Ltd. is mainly engaged in
production of bedroom articles series. It earned net profit of RMB 0.3771 million in
2007.
With registered capital of RMB 2.14 million and total assets of RMB 20.99
million, Shenzhen Lisi Industrial Co., Ltd. is mainly engaged in property lease and
management. the property Leases rate was 99.5% and it earned net profit of RMB
2.1187 million in 2007.
With registered capital of RMB 10 million and total assets of RMB 19.40
million , Shenzhen Huaqiang Hotel. is mainly engaged in Guest room ,Hotel
operation. The Hotel housing rate was 82.67% and it earned net profit of RMB 1.8628
million in 2007.
With registered capital of RMB 1.68 million and total assets of RMB 1.06
25
million, Shenzhen Zhongxing Fibre Folds Cotton Clothing Ornament Co., Ltd. is
engaged in producing fiber fold cotton and relevant products. In 2007, it suffered loss
of RMB 0.77 million It is mainly due to provision for impairment of assets.
With registered capital of RMB 7.2 million and total assets of RMB 7.87 million,
Shenzhen Jingguang Footwear Co., Ltd. is engaged in producing footwear products.
In 2007, it suffered loss of RMB 3.9179 million,It is mainly due to provision for
impairment of assets and insufficient market competitiveness of products.
Shenfang Property Management Co., Ltd. is mainly engaged in property
management and conduct property lease business for the head office of the Company.
It has registered capital of RMB 1.6 million and total assets of RMB 9.51 million. In
2007, the average occupancy rate of the property leased on agency business was
99.8%. Its income from management fee was RMB 6.77 million. Its net profit was
RMB 0.0117million .
3. Main suppliers and customers
The accumulative amount of purchase from the top five suppliers was RMB
98.9188 million, accounting for 29.69% of the Company's accumulative annual
purchase amount. The accumulative amount of sales to the top five customers was
RMB 197.9163 million, accounting for 40.45% of the Company's accumulative
annual sales amount.
4. Problems and difficulties occurred in operation and their solutions
In the report period, the export of textile and garment products was squeezed by
international market. The rise in price of raw materials of textile and energy increased the
production cost burden of the Company. The appreciation of RMB had serious adverse
influence on the Company's export trade. It was difficult for the Company recruit workers.
Product price competition tended to become fiercer. Profit margin was further reduced.
The Company took the following measures to actively respond to fierce market
competition:
(1) It attached importance to detail management, controlled operating cost and
tapped potential;
(2) It actively developed diversified market, enlarged domestic sales and
strengthened the popularization of Zuoerzi brand;
(3) It strengthened property lease enterprise management, sharpened employees'
service awareness, improved service quality, innovated service mode, developed new
tourist source, strengthened maintenance of main properties and enhanced property
image and value;
(4) It carried out reform of labor, personnel and distribution system, perfected
stimulation and restriction mechanism and fully aroused employees' enthusiasm and
creativeness.
(II) The investment of the Company
1.The Company did not raise funds in the report period.
2. In the report period, the Company was not involved in equity investment.
(III)Investment in R&D and independent innovation
Polarizer sheet project is a high-tech project developed by the Company for years,
26
which has independent intellectual property rights and national brand. In the report
period, the Company invested RMB 5.625 million in R&D, actively promoted the
technological innovation of this project, carried out a series of work of tackling key
technical problems and equipment renovation, stabilized quality, attracted customers
and obtained good effect. The Company actively promoted the R&D and marketing of
new products. In the year, the output of new products accounted for 20% of the total
output of this project. The sales income and profit from new products respectively
accounted for 42% and 75% of total sales income and total profit. With the marketing
of new products, the Company occupied characteristic markets, improved its ability of
quick response and enhanced its core competitiveness.
(IV)Analysis of the financial position and operating results of the Company
1. Analysis of the financial position and operating results of the Company
As of December 31,2007,The total assets of the Company were RMB 680.557
million,a year-on-year increase of 2.95%. which was basically the same as compared
with the previous year.
The shareholders' equity for the parent company is RMB 363.3293 million, an
increase of 7.95% year on year mainly due to the increase of net change in fair value
of financial assets available for sale and the Company's net profit.
The net profit is RMB11.554 million, an increase of 149.29% year on year
mainly due to increase of income from selling stocks of other listed companies.
Net increase in cash and cash equivalents is RMB 46.046 million, an increase of
RMB 37.487million year on year mainly due to from selling stocks of other listed
companies.
2.Asset Sturcture and expenses change
Items December 31,2007 January 1,2007 Increase/decrease
Amount Proportion% Amount Proportion% (%)
Money 124,908,748.97 18.35 78,863,152.16 18.17 0.18
capital
Account 45,900,339.22 6.74 45,401,968.22 6.88 -0.14
receivable
Prepayments 12,923,615.58 1.90 24,873,580.14 3.76 -1.86
Other 22,607,747.17 3.32 14,222,226.38 2.15 1.17
receivable
Inventories 44,384,315.38 6.52 64,610,464.52 9.79 -2.23
Long term 54,872,825.99 8.06 80,198,152.89 12.13 -4.07
share equity
investment
Construction 4,959,719.40 0.73 2,579,939.72 0.39 0.34
in progress
Fixed assets 181,694,810.68 26.70 184,635,597.13 27.93 -1.23
Short-term 105,612,393.54 15.52 73,000,000.00 11.06 4.46
loans
Account 36,094,528.13 5.30 23,683,172.07 3.58 1.72
payable
27
Prepayment 5,106,386.43 0.75 21,603,680.24 3.27 -2.52
Items Year 2007 Year 2006 Increase/decrease
(%)
Sales expenses 17,235,392.95 17,412,520.56 -1.02
58,840,282.62 56,705,606.92 3.76
Administration
expenses
Financial 7,283,913.49 5,287,043.52 37.77
expenses
Losses of
devaluation of
assets 35,922,300.97 6,761,345.25 431.29
Investment
income 35,617,395.86 1,735,810.03 1,951.92
Non-operating
income 781,926.94 3,827,522.6 -79.57
Income tax 5,441,318.26 2,228,811.20 144.14
Notes:
(1) Financial expenses increased mainly due to increase of interest expenses
caused by increase of borrowings and increase of exchange loss caused by RMB
appreciation.
(2) Assets impairment loss increased due to provision for bad debts for the
receivable payment for Gangpeng Building, change in accounting estimate of
provision for bad debts made for accounts receivable in the report period and big
change in provision for impairment of unsalable products of subsidiaries over the
previous period.
(3) Investment income increased mainly due to obtainment of income from
selling the stocks of other listed companies.
(4) Non-operating income decreased mainly due to year-on-year decrease of
subsidy income.
(5) Income tax increased mainly due to increase of profit in the report period.
3.Cash fow statement data change
Items Year 2007 Year 2006 Increase/decrease
(%)
Cash flow generated by 24,113,175.67 46,895,948.92 -48.58
business operation, net
Net cash flow generated by 13,174,077.91 -12,647,369.98 204.16
investment
Net cash flow generated by 10,758,467.94 -24,641,860.34 143.66
financing
Notes:
(1)Generated from operating activities net cash flows over the same period last
year to decrease RMB 227827.7325 million,the decrease Ratio is 48.58%,mainly
lowering of the tax rebate, increased labor costs, and increase due to factors of
28
production.
(2)Investment activities generated net cash flows over the same period last
year RMB 258214.47.89 million, the ratio increase is 204.16% ,mainly minority
shareholders of the company to purchase increase equity stake held by the subsidiary.
(3)Financing activities generated net cash flows over the same period last year
RMB354003.2828million, an increase in bank borrowings by the company.
4.Change in profit structure in the report period as compared with the same
period of the previous year
In the report period, the profit from industry accounted for -8.02% of the total
profit,which decreased by 90.8% year on year due to sharp increase of provision for
impairment of assets by industrial enterprises,The profit from property lease and
management account for 99.98% of the total profit, which increased by 96.06% year
on year,The profit form trade accounted for 8.04% of the total profit,which decreased
by 5.26% year on year mainly due to the appreciation of RMB by big margin and
lowering of export rebate rate.
(V) The influence of the change in financial instruments and real estate for
investment measured with fair value on the Company's profit
The Company directly designates the stock investment whose fair value can be
reliably measured as financial assets available for sale. The change in its fair value has
no direct influence on the profit of the Company. The Company conducts subsequent
measurement of real estate for investment with cost mode.
(VI)Focal point of work in the new year
The operation objective of the Company in 2008: To seize historic opportunities,
quicken structural adjustment, develop its main business, vigorously develop market,
strengthen refined management, regulate its operation, quicken team development and
ensure its rapid, healthy and coordinated development.
To attain this goal, the Company will focus on the following work in 2008:
(1) To seize historic opportunities and greatly develop main business: To quicken
the strategic arrangement of Shenfang Lekai Company in domestic middle-class
polarizer sheet market, complete the construction of technology R&D center, actively
expand to high-end polarizer sheet for TFT, realize rapid expansion of the polarizer
sheet project, quicken the adjustment and transformation of textile and garment
industry, persist in production of top-quality products, implement brand strategy, seize
the opportunity brought by cooperating with China Knitting Industry Association in
establishing China's industrial standards for seamless underwear and improve the
popularity and reputation of own brand;
(2) To strengthen technology and product R&D, unceasingly introduce high-end
products with high added value and high technological content, vigorously develop
new customers, actively open up domestic market and increase domestic sales while
keeping foreign customers;
(3) To elaborately organize, arrange and pay close attention to key projects: To
quicken land development, lose no time in doing the work for land project including
right confirmation, design, construction application, project tendering and bidding and
pay close attention to the construction of phase-II expansion and reconstruction
29
project of Shenfang Lekai, Longgang Nanbaoyuan dormitory project and Textile and
Garment Brand Industrial Park;
(4) To strengthen recruitment and development of personnel, stress human
resource development and establish stimulation mechanism with persistent effect: To
attach equal importance to independent development and external recruitment,
strengthen the development and replenishment of technical team, marketing team,
management team and professional manager team, unceasingly strengthen and
improve development of personnel bank, deepen mechanism reform and performance
appraisal, actively explore and establish scientific stimulation mechanism with
persistent effect.
(VII)Routine work of the board of directors
1.Board meeting and resolutions in the report period.
The 1st Meeting of the Fourth board of directors was held on January 5,2007.The
resolutions of the meeting were published on Securities times and Hongkong
Commercial Daily on January 6,2007.
The 2nd Meeting of the Fourth board of directors was held on March 15,2007.The
resolutions of the meeting were published on Securities times and Hongkong
Commercial Daily on March 17,2007.
The 3rd Meeting of the Fourth board of directors was held on April 19,2007.The
resolutions of the meeting were published on Securities times and Hongkong
Commercial Daily on April 21,2007.
The board of directors of the Company held a provisional meeting on May 18,2007,
The resolutions of the meeting were published on Securities times and Hongkong
Commercial Daily on June 30,2007.
The 4th Meeting of the Fourth board of directors was held on August 6,2007.The
resolutions of the meeting were published on Securities times and Hongkong
Commercial Daily on August 8,2007.
The 5th Meeting of the Fourth board of directors was held on October 9,2007.The
resolutions of the meeting were published on Securities times and Hongkong
Commercial Daily on October 11,2007.
The 6th Meeting of the Fourth board of directors was held on October 30,2007.The
resolutions of the meeting were published on Securities times and Hongkong
Commercial Daily on October 31,2007.
2.Implementation by the board of directors of the resolutions of the shareholders’
general meeting.
In the report period, the board of directors of the company seriously
implemented all relolutions adoped by shareholders’ general meeting according to
relevant provisions of the Company law and the Articles of Association of the
Company. The second provisional shareholders' general meeting of the Company in
2007 adopted the resolution of approving the Company to sell not more than 7 million
shares of Shenzhen Victor Onward Textile Industrial Co., Ltd. ("Shenzhen Victor
Onward") in the year. In the report period, the Company sold 5,907,118 shares of
Shenzhen Victor Onward.
30
(VIII) Duty performance of audit committee of the board of directors
In accordance with the Working Rules for Audit Committee of the Board of
Directors, the audit committee of the board of directors of the Company duly
performed its duties, did a great deal of work during 2007 annual audit and completed
Summarization Report of Audit Committee on Audit Work of Shenzhen Pengcheng
Certified Public Accountants in 2007. The audit committee summarized the audit
work in 2007 as follows:
1. Determining overall audit plan and reviewing financial statements of the
Company
Before the entrance of the certified public accountants of Shenzhen Pengcheng
Certified Public Accountants Co., Ltd. (hereinafter referred to as "Certified Public
Accountants") retained by the Company for annual audit, independent directors, the
audit committee and Certified Public Accountants determined the arrangement of
audit work for 2007 after consultation. Meanwhile, independent directors and the
audit committee reviewed the financial statements for 2007 prepared by the Company.
In their opinion, the Company was able to conduct financial accounting in accordance
with new accounting standards and the financial statements for 2007 prepared by the
Company basically reflect the assets and liabilities and production and operation
results of the Company as of December 31, 2007. They agreed to carrying out
financial audit work for 2007 based on these financial statements.
2. Urging Certified Public Accountants in writing to enter the Company and do
relevant work
On March 12, 2007, Certified Public Accountants officially entered the Company
to start audit. On March 27, the audit committee required Certified Public
Accountants to complete field services on time according to audit plan and timely
communicate work progress and the problems met in audit to the audit committee
through sending the Letter of Audit Supervision and Urge. The audit committee
required Certified Public Accountants to complete audit work as soon as possible
according to audit plan through sending the Letter of Audit Supervision again and
Urge to guarantee ensure the board of directors' disclosure of 2007 annual report as
scheduled.
3. Holding communication meeting and paying further attention to progress of
audit
On April 1, 2008,The convener of the audit committee called independent
directors, Certified Public Accountants and the Company to hold a communication
meeting for audit of annual report and conduct preliminary communication in respect
of the problems they jointly paid attention to during audit of annual report.
On April 14,2008,Certified Public Accountants gave preliminary audit opinions.
The convener of the audit committee called independent directors, Certified Public
Accountants and the Company to hold a communication meeting for audit of annual
report. At the meeting, the members of the audit committee reviewed the financial
statements of the Company again and formed the following written opinions after full
discussion with independent directors and Certified Public Accountants in respect of
31
the matters mentioned in the auditor's report for attention: Relevant data of the
financial and accounting statements of the Company for 2007 basically reflect the
assets and liabilities and production and operation results of the Company as of
December 31, 2007. The audit committee agreed to preparation of 2007 annual report
based on these financial statements.
4. Examining proposals related to annual report
On April 17,2008,Certified Public Accountants completed audit as scheduled and
issued standard and unqualified auditor's report of the Company for 2007. On the
same day, the audit committee reviewed this auditor's report and adopted the
Resolution for Agreeing to Submitting Financial and Accounting Statements to the
Board of Directors for Examination, Summarization Report on Audit Work of
Shenzhen Pengcheng Certified Public Accountants Co., Ltd. for 2007 and the
Proposal for Engaging Auditing Body for 2008.
In the opinion of the audit committee, Shenzhen Pengcheng Certified Public
Accountants Co., Ltd. conducted work prudently, earnestly, meticulously and
practically during audit for 2007 and ensured satisfactory completion of annual audit
work as scheduled.
(IX) Duty performance of remuneration and appraisal committee of the board of
directors
In the report period, the remuneration and appraisal committee gave professional
opinions and suggestions on the Company's performance appraisal system and
incentive system with persistent effect. It audited the remuneration of the directors ,
supervisors and senior executives of the Company disclosed in 2007 annual report and
held the opinion that the Company's existing remuneration system was established
according to specified decision-making procedure and the standard for payment of
remuneration of the Company's directors , supervisors and senior executives complied
with relevant regulations.
(X)Profit distribution preplan for 2007
As audited by Shenzhen Pengcheng Certified Public Accountants, the net profit
of the Company for 2007 is RMB 119661.9051million, The net profit for the parent
company is RMB 11,554,100.29.As required in the articles of association of the
Company, the Company is to appropriate 10% of its net profit for 2006 RMB
1,400,284.29, respectively for statutory common reserve fund. The Company is
neither to distribute profit nor to capitalize capital surplus. This undistributed profit
will be used to supplement the working capital needed by the Company to expand
main business.
(XI)Other matters
1.Shenzhen Pengcheng Certified Public Accountants issued special statement on
fund occupation by the controlling shareholder of the Company and other related
parties . Refer to www.cninfo.com.cn for details.
2.The special statement and independent opinions of the independent directors of
the Company on the guarantees provided by the Company in the report period:
According to the Circular on Certain Issues Relating to Standardization of
FundTransfer Between Listed Companies and Their Related Parties and Guarartees
32
Provided by Listed Companies (Zheng Jian Fa(2003) No.56 Document), the Circular
on Strengthening Disclosure of Information about Fund Occupation and
Regulation-violating Guarantee of Listed Companies (Shenzhen Ju Fa Zi (2004))
No.338) and the Circular of Regulating External Guarantees provided by Listed
Companies (Zheng Jian Fa( 2005) No.120 Document), we audited the external
guarantees provided by the Cmpany with responsible attitude. We hereby make the
following statement:
In the report period, the Company did not provide any guarantee except
providing guarantee with total amount of RMB 10 million to its controlled
subsidiaries.
In our opinion, the Company regulated external guarantee and controlled the
riskof external guarantee strictly according to the Artiles of Association of the
Company. The guarantee provided by the Compamy to its controlled subsidiaries in
the report period was demanded by the Company’s production and operation and
rational utilization of funds. The decision-making procedure of guarantee was legal
and reasonable and the interests of the Company and its shareholders, especially
middle and small shareholders, were not harmed.
3.In the report , the newspapers selected by the Company for information
disclosure were Securities Times and Hongkong Commercial Daily.
VIII. Report of the Supervisory Committee
In the report period, the supervisory committee of the Company duly
performedits supervision duties and carried out effective supervision strictly
according to the provisions of the Company Law and the Articles of Association of
the Company.
(1)In the report period, the current supervisory committee held six meetings:
1. On January 5, 2007, the first meeting of the supervisory committee examined
and adopted the proposal for electing Gao Zuofu as chairman of the fourth
supervisory committee.
2. On March 15, 2007, the second meeting of the fourth supervisory
committee examined and adopted the proposals of purchasing the shares of
Meibainian and Import & Export Company.
3. On April 19, 2007, the third meeting of the fourth supervisory committee
examined and adopted the proposals including the one concerning the report of the
supervisory committee of the Company for 2006.
4. On August 6, 2007, the fourth meeting of the fourth supervisory committee
examined and adopted 2007 semiannual report.
5. On October 9, 2007, the fifth meeting of the fourth supervisory committee
examined and adopted the proposals submitted by the board of directors to the second
provisional shareholders' general meeting of the Company in 2008.
6. On October 30, 2007, the sixth meeting of the fourth supervisory committee
examined and adopted the report on rectification results of special governance
33
activities of the Company.
(II)Opinions of the supervisory committee on other matters
1.The operation of the Company according to law:In the report year,themembers
of the supervisory committee attended all board meetings of the Company as
nonvoting delegates, In the opinion of the supervisory committee, the Company
constantly improved and implemented internal control system, the decision-making
procedures were standardized and legal, the directors and members of the
management of the Company worked diligently and practiced self discipline, the
Company operated normally and completed share holding structure reform. No act
of violating laws and regulations or the Articles of Association of the Company or
harming the interests of the Company.
2.The inspection of the Financial affair of the Compamy: In the opinion of the
supervisory committee, the Company strictly implemented national finance laws and
regulations and its financial statements were complete and truthful.
3.The Compamy neither raised funds nor was involved in qcquisition activities in
the report period.
4. Related transactions
In the report period, the Company acquired 36% equity of Shenzhen Mei Bai
Nian Garment Co., Ltd. and 51% equity of Shenzhen Shenfang Import and Export Co.,
Ltd. held by Shenzhen Hengsheng Investment Co., Ltd., a related legal person, 12%
equity of Shenzhen Mei Bai Nian Garment Co., Ltd. held by labor union committee of
the Company, and 4% equity of Shenzhen Mei Bai Nian Garment Co., Ltd. held by
the labor union committee of Shenzhen Mei Bai Nian Garment Co., Ltd. The total
acquiring price is RMB 22.7171 million. The pricing for this related transaction is
based on appraised value of net assets. The mode of transaction and pricing is fair.
The related transaction does not harm the interests of the Company and all
shareholders, especially middle and small shareholders and non-related shareholders.
IX. Important Events
(1)Importance lawsuits and arbitration
1.The Company was not involved in any Importance lawsuit or arbitrationin the
report period.
2.Other lawsuits:
(1)On September 16,2002,Hongkong Xieli Maintenance and Repair Co., the
Hongkong shareholder of Shenzhen Xieli Automobile Co., Ltd. That is a subsidiary
joint venture of the Company, buought and action to Shenzhen Intermediate People’s
Court against the Company for infringement and demanded the Company to
compensate on September 30, 2007, Gangxieli Maintenance Company withdrew this
lawsuit from Shenzhen Intermediate People's Court.
(2) The case that the Company sued Chengdu Gangpeng Real Estate
Development Co., Ltd. ("Chengdu Gangpeng Co.) in respect of debts was officially
placed by Sichuan Higher People's Court on file on September 3, 2007 (Refer to No.
2007-24 announcement of the Company). On November 9, 2007, Sichuan Higher
People's Court ended the case through mediation. The Company and Chengdu
Gangpeng Col. entered into a reconciliation agreement. As Chengdu Gangpeng Co.
failed to refund payment of RMB 20.7830 million for house and interest accrued to
34
the Company within the time specified in the agreement, the Company applied to
Sichuan Higher People's Court for enforcement in respect of dispute on the
commercial house contract involving Chengdu Gangpeng Co. On November 29, 2007,
the Company received the notice of accepting case enforcement from Sichuan Higher
People's Court. At present, this enforcement application is being handled.
(II)Acquisition and disposal of assets, takeover and merger
The Company neither acquired nor disposed of assets nor was involved in any
takeover or merger in the report period.
(III)The shares of other listed companies held by the Company:
The company holds 22,279,487shares of Shenzhen Victor Onward Textile
Industrial Co., Ltd. Listed at Shenzhen Stock Exchange (stock code:000018,
hereinafter referred to as “ Shenzhen Victor Onward”), which account for 13.17% of
the total share capital of Shenzhen Victor Onward. On june 27, 2007, part of the
negotiable shares subject to sale restriction after the share holding structure reform of
Shenzhen Victor Onward were approved to be listed for dealing 8,457,118shares held
by the Company(accounting for 5% of total share capital of Shenzhen Victor
onward)obtained the qualification of listing and negotiation from this day.
Exccpt these shares, the Company did not hold any share of other listed
companies or intended listed companies or financial enterprises such as commercial
banks, securities companies, insurance companies, trust companies and futures
companies.
After the market closed on December 31, 2007, the Company accumulatively
hold 5,907,118 shares of Shenzhen Victor Onward held by it through the trading
system of Shenzhen Stock Exchange, which account for 3.49% of the total share
capital of Shenzhen Victor Onward. The remaining 16,372,369 shares of Shenzhen
Victor Onward account for 9.68% of the total share capital of Shenzhen Victor
Onward, including 2,550,000 negotiable shares not subject to sale restriction. Shares
were accounted for as 13,822,369 shares for long-term investment. The initial
investment cost is RMB16,481,013.93. At the end of the report period, the book value
of the investment was RMB16,481,013.93. Shares were accounted for as 2,550,000
share financial assets available for sale. The initial investment cost is
RMB3,034,500,the fair value is RMB21573,000 by the end of the report period.
(IV)Important Related transactions
The Company was not involved in any important related transaction in the
reportperiod. Refer to the financial report for the details of other related transactions.
(V)Important contracts and their performance
1.Trust, contracting and lease
The neither acquired nor disposed of trust, contracting and lease in the report
period.
2.Significant guarantee
In the report period, the Company provided guarantee for bank line of RMB 100
million to Shenzhen Mei Bai Nian Garment Co., Ltd., one of its controlled
subsidiaries for the period from May 15, 2007 to May 15, 2007 . At the end of the
report period, the Company has been relieved from such guarantee liability.
3.Entrustment of cash asset management
The Company did not entrust others to manage its cash assets in the report
period.
(VI)Commitments
35
Shenzhen Investment Management Co., Ltd., an original shareholder holding
non-negotiable shares of the Company, made the following commitment during share
holding structure reform:
1. The shares of the Company held by Shenzhen investment Management
Co., Ltd.will not be listed or traded within at least 24 months from the
date of obtaining the right of listing and negotiation. Within 12 months
after the expiration of the said commitment period, the proportion of the
number of the original non-negotiable shares sold by it through Shenzhen
Stock Exchange to the total number of shares of Shenzhen Textile shall
not exceed 5%.
2. Shenzhen Investment Management Co., Ltd.will bear the expenses related
to this share holding structure reform including financial consultation fee,
sponsoring fee, lawyers’ fee, communication and recommendation fee and
media publicity expenses, At present, the above commitments are under
fulfillment.
At the end of the report period, the quantity of negotiable shares not subject ot
sale retriction held by the original shareholders holding non-negotiable shares who
holde over 5% of total shares was 0. The listing days of shares subject to sale
restriction after share holding structure refron are September 11, 2008 and September
11, 2009.
(VII)Engagement and removal of certified public accountants
The Company continued to engage Shenzhen Pengcheng Certified Public
Accountants Co., Ltd. as its domestic audit body in the report period. In accordance
with the Circular about Issues Concerning Audit of Companies Issuing Domestically
Listed Foreign Investment Shares (CSRC Ji Zi (2007) No. 30 Document) issued by
CSRC, a company issuing domestically listed foreign investment shares shall not be
required to carry out overseas audit while engaging a certified public accountants'
firm with service qualification for securities and futures business to conduct audit.
Thus, the Company did not engage any overseas audit body to conduct audit in the
report year and expressed gratitude for the audit work did by K.C. Oh & Co. for the
Company in the past.
The remuneration paid by Shenzhen Pengcheng Certified Public Accountants to
the above ceitified publicin the report was respectively RMB 0.42 million, including
traveling expenses. So far, Shenzhen Pengcheng Certified Public Accountants has
provided services to the Company for 7 consecutive years.
(VII)Table for investigation, communication , interviewor other activities
In the report period, the Company strictly abode by the principle of fair
information disclosure in the work concerning relationship with investors according to
the requirements of Guidelines for Fair Information Disclosure of Listed Companies.
The Company communicated with investors in respect of its daily operation and
development prospect with public materials including periodical reports and relevant
announcements and did not selectively and privately disclose, reveal or divulge
non-public significant information to specific objects. Information disclosure was fair.
In the report period, no institutional investors came to investigate or interview the
Company. The Company answered over 110 calls of personal investors. The Company
communicated with the investors mainly in respect of the Company's operating status
and development prospect, the controlling shareholder's support to the Company's
36
business development and temporary suspension of listing of the Company.
Table for investigation, communication , interviewor other activities
Reception Reception Reception Reception Discussion issue and offered
date plane Mode Object information
1.1-12.31 The Tel Individual Operating status and
Company Investement development prospect of the
Company, the controlling
shareholder's support to the
Company's business
development, etc.
(IX)Supervision over the the Company its directors and senior
executives
The Company and its directors and senior executives were not investigated by
CSRC, administratively punished or publicly criticized by CSRC or publicly
condemned by stock exchange in the report period.
(X) Subsequent events
1. On February 3, 2008, the 7th meeting of fourth board of directors of the
Company examined and adopted the Proposal Concerning Assignment of Company
Assets. The meeting agreed to assigning the use right of the land of the Company and
Shenzhen East China Electronic Co., Ltd. (hereinafter referred to as "East China
Company") that is located in Pillow Mountain, Nanling Village, Nanwan Subdistrict,
Longgang District, Shenzhen and covers 26,600 square meters in total and the
buildings on the said lot to community resident's committee of Nanling Village,
Nanwan Subdistrict, Longgang District, Shenzhen. The assignment price totals RMB
107 million. RMB 35.6725 million is payable to the Company and net income after
tax is about RMB14.80 million. RMB 71.3275 million is payable to East China
Co. The proposal concerning this transaction was examined and adopted at the first
provisional shareholders' general meeting in 2008 held on February 22, 2008. Refer to
the announcement of the Company published on Securities Times and Hong kong
Commercial Daily on February 23, 2008 for details.
After the market closed on March 31, 2008, the Company accumulatively sold
6,561,627 shares of Shenzhen Victor Onward held by it through the trading system of
Shenzhen Stock Exchange, which account for 3.88% of the total share capital of
Shenzhen Victor Onward. The remaining 15,717,860 shares of Shenzhen Victor
Onward account for 9.29% of the total share capital of Shenzhen Victor Onward,
including 1,895,491negotiable shares not subject to sale restriction which account for
1.12% of the total share capital of Shenzhen Victor Onward.
X. Financial Report
1 Auditor's report (attached I)
2 Financial statements (attached II)
3. Notes to financial statements (attached III)
37
4. Summary Statement of Fund Occupation by the Controlling Shareholder and Other
Related Parties (attached IV)
XI. List of Documents available for Inspection
1. Financial statements bearing the seal and signature of legal representative and
financial controller.
2. The original of the auditor’s report bearing the seal of the certified public
accountants and the signature of C.P.A.
3. The originals of all the Company’s documents and the original manuscripts of
announcements publicly disclosed on the newspapers designated by China
Securities Regulatory Commission in the report period.
The above documents were completely placed at the Office of the Company.
This Report has been prepared in both Chinese and English. In case
of any discrepancy, the Chinese version shall prevail.
This Report has been prepared in both Chinese and English. In case
of any discrepancy, the Chinese version shall prevail.
The Board of Directors of Shenzhen Textile (Holdings) Co., Ltd.
April 18, 2008
38
Attached I: Auditor’s Report
Shen Peng Suo Gu Shen Zi[2008]No.090
To all shareholders of Shenzhen Textile (Holdings) Co., Ltd.:
We have audited the accompanying financial statements of Shenzhen Textile(Holdings)
Co.,Ltd.. which comprise the consolidated balance sheet as December 31, 2007, and the
consolidated income statement , cash flow statement, statement of changes in equity and Notes to
Financial Statement in 2007.
I. Management’s responsibility for the financial statement
Management is responsible for the preparation and fair presentation of these financial
statements in accordance with Intecnational Financial Reporting Standards. This responsibility
includes: (1) Designing, implementing and maintaining internal control relevant to the
preparation and fair presentation of financial statements that are free from matecial misstatement,
whether due to fraud or error; (2) selecting and applying appropriate accounting policies; (3)and
making accounting estimates that are reasonable in the circumstances.
II. Auditor’s responsibility
Our responsibility is to express an opinion on these financial statements hased on our
audit.We conducted our audit in accordance with International Standards on Auditing. Those
standards require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditors’ judgment,
including the assessment of the risks of matecial misstatement of the financial statement, whether
due to fraud or error. In making those risk assessments, the auditors consides internal control
relevant to the entity’s preparation and fair presentation of the financial statements in order to
dwsign audit procedures that are appropriste in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes
evaluating the approprateness of accounting policies used and the reasonableness of accounting
estimates make by management, as well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provideabasis for our audit opinion.
III. Opinion
In our opinion, the financial statements present fairdy, in all material respects, the financial
Rule of Shenzhen Textile (Holdings) Co., Ltd. As of December 31, 2007, and of its financial
performance and its consolidated cash flows for the year then ended in accordance with
intecnational Financial Reporting Standards.
Shenzhen Pengcheng Certified Public Chinese C.P.A.
Accountants Co., Ltd.
Shenzhen yChina
April 19,2008
Hao Shiming
Chinese C.P.A.
Zhang Dan
39
Attached II: Financial statements
Shenzhen Textile (Holdings) Co., Ltd.
Consolidated Balance sheet
Assets Note December 31,2007 January 1,2007
Current assets
Monetary funds VII.1 124,908,748.97 78,863,152.16
Trading financial assets - -
Bill receivable VII.2 500,000.00 1,110,000.00
Account receivable 58,918,141.64 52,953,080.81
Less: bad debts
Prepared 13,017,802.42 7,551,112.59
Account receivable VII.3 45,900,339.22 45,401,968.22
Prepayments VII.5 12,923,615.58 24,873,580.14
Interest receivable - -
Dividend receivable - 74,953.94
Other receivable VII.4 38,526,127.19 15,315,363.76
Less: bad debts
Prepared VII.4 17,572,713.04 3,190,487.38
Other receivable VII.4 22,607,747.17 14,222,226.38
Inventories Balance VII.3 59,572,007.87 71,167,517.65
Less: Decline in value
of inventories prepared VII.3 15,187,692.49 6,557,053.13
Inventories VII.6 44,384,315.38 64,610,464.52
Non-current asset
due in 1 year - -
Other current assets - -
Total of current assets 249,570,433.30 227,058,995.36
Non-current assets: - -
Disposable financial
asset VII.7 21,573,000.00 -
Expired
investment in possess - -
Long-term
receivable - -
Long term share
equity investment 94,971,451.12 121,085,491.40
Less: Bad debts Prepared of 38,444,292.11 38,789,988.51
40
Long term share equity
investment
Long term share
equity investment VII.8 54,872,825.99 80,198,152.89
Property investment VII.9 146,474,909.43 148,218,879.57
Fixed assets VII.10 181,694,810.68 184,635,597.13
Construction in
progress VII.11 4,959,719.40 2,579,939.72
Engineering
material - -
Fixed asset
disposal - -
Production physical
assets - -
Gas & petrol - -
Intangible assets VII.12 12,223,128.44 13,548,029.84
R & D petrol
- -
Goodwill VII.13 2,249,587.82 -
Long-germ expenses
to be amortized VII.14 1,597,591.75 1,960,098.33
Differed income tax
asset VII.15 3,686,797.73 750,098.83
Other non-current
asset - -
Total of non-current
assets 429,332,371.24 431,890,796.31
Total of assets 680,557,137.56 661,047,141.67
(The accompanying notes form an integral part of financial statements)
Legal representative: Person in change of accounting dept: Accounting Supervisor:
41
Shenzhen Textile (Holdings) Co., Ltd.
Consolidated Balance Sheet(Con)
Liabilities and owners’
Note December 31,2007 January 1,2007
equity
Current Liabilities
Short-term loans VII.16 105,612,393.54 73,000,000.00
Financial
liabilities held for
trading - -
Bill payable - -
Accounts payable VII.17 36,094,528.13 23,683,172.07
Advances from
customers VII.18 5,106,386.43 21,603,680.24
Salaries payable to
Staff VII.19 8,886,676.62 12,484,318.85
Taxes payable VII.20 1,943,947.68 3,412,760.29
Interests payable - -
Dividends payable VII.21 10,000,000.00 18,118,000.00
Other payable VII.22 61,752,709.60 66,229,703.16
Non-current
liabilities due in 1
year VII.23 210,000.00 470,000.00
Other current
liabilities - -
Total current
liabilities 229,606,642.00 219,001,634.61
Non-Current
liabilities: - -
Long-term loan - -
Bonds payable - -
Long-term payable - -
Special payable VII.24 2,000,000.00 2,500,000.00
Accrued liabilities - -
Deferred income tax
liabilities VII.25 3,336,929.28 -
Other non-current
42
liabilities - -
Other current
liabilities 5,336,929.28 2,500,000.00
Total liabilities 234,943,571.28 221,501,634.61
Shareholders’ Equity - -
Share capital VII.26 245,124,000.00 245,124,000.00
Capital suplus VII.27 61,016,141.46 45,814,574.74
Less:Treasury stock - -
Surplus reserves VII.28 26,179,878.63 24,779,594.34
Reserved profit VII.29 31,009,266.53 20,855,450.53
Total attributable to
equity holders of the
Parent Company 363,329,286.62 336,573,619.61
Minority interest VII.30 82,284,279.66 102,971,887.45
Total owners’ equity 445,613,566.28 439,545,507.06
Total liabilities and
Owners’ equity 680,557,137.56 661,047,141.67
(The accompanying notes form an integral part of financial statements)
Legal representative: Person in change of accounting dept: Accounting Supervisor:
43
Shenzhen Textile (Holdings) Co., Ltd.
Consolidated profit Statement
Year 2007
Items Note Year 2007 Year 2006
I. Operating income VII.31 489,270,085.73 558,198,369.00
Including:Operating income 489,270,085.73 558,198,369.00
II. Operating cost 508,163,375.72 550,268,445.15
Including:Operating cost VII.31 384,889,425.06 460,456,622.74
Operating taxes and extras VII.32 3,992,060.63 3,645,306.16
Sales expenses VII.33 17,235,392.95 17,412,520.56
Administrative expenses VII.34 58,840,282.62 56,705,606.92
Financial expenses VII.35 7,283,913.49 5,287,043.52
Loss of devaluation of assets VII.36 35,922,300.97 6,761,345.25
Add:Changing income of fair value - -
Investment income VII.37 35,617,395.86 1,735,810.03
Including:Investment income
onaffiliated company and joint
venture -9,226,052.79 -4,577,914.93
III.Operating profit 16,724,105.87 9,665,733.88
Add:Non-operating income VII.38 781,926.94 3,827,522.64
Less:Non-operating expenses VII.39 98,524.04 194,799.16
Including:Disposal loss of
non-current assets 64,852.04 73,872.29
IV. Total profit 17,407,508.77 13,298,457.36
Less:Income tax expenses VII.40 5,441,318.26 2,228,811.20
V. Net profit 11,966,190.51 11,069,646.16
Net profit attributable to the
Parent company 11,554,100.29 4,626,707.21
Minority shareholders’ equity VII.41 412,090.22 6,442,938.95
VI.Earnings per share
(i)Basic earning per share 0.05 0.02
(ii)Diluted earning per share 0.05 0.02
(The accompanying notes form an integral part of financial statements)
44
Legal representative: Person in change of accounting dept: Accounting Supervisor:
Shenzhen Textile (Holdings) Co., Ltd.
Consolidated cash flow statement
Year 2007
Unit:RMB 人民币元
Item Note Year 2007 Year 2006
I.Cash flows arising from operating
activities
Cash received from sales of goods and
supply of labor 495,0380,341.00 588,722,871.05
Rebated taxes received 19,374,528.15 36,528,498.44
Other business related cash receipts 637,836.63 18,693,413.74
Subtotal of cash flow in from
operatingactivity 515,050,705.78 643,944,783.23
Cash paid for purchase of goods and
reception of labor services 394,667,958.63 517,388,780.70
Cash paid to and for employees 51,276,149.12 42,982,696.39
Taxes paid 17,849,472.60 18,030,028.43
Other business related cash payments VII.41 271436,949.76 18,647,328.79
Subtotal of cash flow out from
operatingactivity 490,937,530.11 597,048,834.31
Net cash flows arising from operating
activities 24,113,175.67 46,895,948.92
II. Cash flow arising from investment
activities
Cash received from recovery of
investment 47,657,925.26 1,760,400.00
Cash received from investment income 4,753,970.83 7,304,374.90
Cash received from disposal of fixed
assets, intangible asset and other long-term
assets 1,309,701.36 15,599.30
Proceeds from sale of subsidiaries and other
operating units 4,259,990.00
Other cash received relating to
investment activities 563,161.89 590,453.78
Sub total of cash inflows 58,544,749.34 9,670,827.98
Cash paid for acquiring fixed
assets,intangible assets and other
long-germ assets 22,653,571.43 21,425,697.96
45
Cash paid at investment - 892,500.00
Net cash received from subsidiaries and
other operational units 22,717,100.00 -
Other cash paid for investment
activities - -
Subtotal of cash outflow due to
investment activities 45,370,671.43 22,318,197.96
Net cash flow generated by investment 13,174,077.91 -12,647,369.98
III.Cash flow generated by financing
Cash received as investment - -
Including:Cash received as
investmentfrom minor shareholders - -
Cash received as loans 105,612,393.54 78,000,000.00
Other financing –related cash received VII.42 30,000,000.00 2,000,000.00
Subtotal of cash inflow from
financiangactivities 135,612,393.54 80,000,000.00
Cash to repay debts 73,260,000.00 86,700,000.00
Cash paid as dividend, profit, or 17,941,860.34
interests 14,093,925.60
Other financing-related cash received VII.43 37,500,000.00 -
Subtotal of cash outflow due to financing
activities 124,853,925.60 104,641,860.34
Net cash flow generated by financing 10,758,467.94 -24,641,860.34
IV. Influence of exchange rate alternation
on cash and cash equivalents -2,000,124.71 -1,047,660.55
V. Net increase of cash and cash equivalents 46,045,596.81 8,559,058.05
(The accompanying notes form an integral part of financial statements)
Legal representative: Person in change of accounting dept: Accounting Supervisor:
46
Shenzhen Textile (Holdings) Co., Ltd.
Paremt Companuy Balance sheet
Assets Note December 31,2007 January 1,2007
Current assets
Monetary funds 51,415,565.66 36,046,382.20
Trading financial assets - -
Bill receivable - -
Account receivable VIII.1 - -
Prepayments 813,876.53 1,249,520.63
Interest receivable - -
Dividend receivable - 74,953.94
Other receivable VIII.2 71,262,484.99 34,583,890.77
Less: bad debts Prepared VIII.2 16,596,063.95 2,562,965.38
Other receivable VIII.2 56,320,754.06 34,118,275.39
Inventories - 20,783,000.00
Non-current liabilities due in
1 year - -
Other current liabilities - -
Total current liabilities 108,550,196.25 92,272,132.16
Non-current assets - -
Disposable financial asset 21,573,000.00 -
Expired investment in
possess - -
Long-term receivable - -
Long term share equity
investment 241,772,086.71 245,118,027.00
Less: Bad debts Prepared of
Long term share equity
investment 38,444,292.11 38,789,988.51
Long term share equity
investment VIII.3 201,673,461.58 204,230,688.49
Property investment VIII.4 131,995,963.47 133,731,101.77
Fixed assets VIII.5 40,695,721.47 40,541,966.30
Construction in progress 2,121,510.58 1,922,937.92
Engineering material - -
Fixed asset disposal - -
Production physical assets - -
Gas & petrol - -
Intangible assets 3,262,969.00 3,868,222.24
R & D petrol - -
Goodwill - -
Long-germ expenses to be - -
47
amortized
Differed income tax asset 2,413,729.54 196,736.25
Other non-current asset - -
Total of non-current assets 403,736,355.64 384,491,652.97
Total of assets 512,286,551.89 476,763,785.13
(The accompanying notes form an integral part of financial statements)
Legal representative: Person in change of accounting dept: Accounting Supervisor:
48
Shenzhen Textile (Holdings) Co., Ltd.
Paremt Companuy Balance sheet(Con)
Liabilities and owners’
Note December 31,2007 January 1,2007
equity
Current Liabilities
Short-term loans 84,000,000.00 68,000,000.00
Financial liabilities
held for trading - -
Bill payable - -
Accounts payable 1,182,611.63 1,723,124.06
Advances from customers 784,038.57 1,763,300.07
Salaries payable to
Staff 3,452,146.15 3,988,573.93
Taxes payable 4,116,038.61 856,975.76
Interests payable - -
Dividends payable 10,000,000.00 18,118,000.00
Other payable 55,045,462.73 59,148,896.01
Non-current liabilities
due in 1 year - -
Other current liabilities - -
Total current
liabilities 158,580,297.69 153,598,869.83
Non-Current liabilities: - -
Long-term loan - -
Bonds payable - -
Long-term payable - -
Special payable - 2,000,000.00
Accrued liabilities - -
Deferred income tax
liabilities 3,336,929.28 -
Other non-current
liabilities - -
Other current
liabilities 3,336,929.28 2,000,000.00
Total liabilities 161,917,226.97 155,598,869.83
Shareholders’ Equity - -
Share capital 245,124,000.00 245,124,000.00
Capital suplus 60,487,826.17 45,286,259.45
Less:Treasury stock - -
Surplus reserves 26,179,878.63 24,779,594.34
Reserved profit 18,577,620.12 5,975,061.51
Total attributable to 350,369,324.92 321,164,915.30
49
equity holders of the Parent
Company
Total owners’ equity 350,369,324.92 321,164,915.30
Total liabilities and
Owners’ equity 512,286,551.89 476,763,785.13
(The accompanying notes form an integral part of financial statements)
Legal representative: Person in change of accounting dept: Accounting Supervisor:
50
Shenzhen Textile (Holdings) Co., Ltd.
Paremt Companuy profit statement
Year 2007
Items Note Year 2007 Year 2006
I. Operating income VIII.6 44,046,600.81 55,632,560.36
Less:Operating Cost VII.6 2,951,175.77 19,852,430.02
Operating taxes and extras 2,134,743.85 2,019,059.63
Sales expenses 2,505,758.93 2,223,100.84
Administrative expenses 36,150,206.74 31,738,401.25
Financial expenses 4,337,022.99 3,309,873.57
Loss of devaluation of assets 17,954,548.87 -
Add:Changing income of fair value - -
Investment income 39,056,704.86 655,182.66
Including:Investment income onaffiliated
company and joint venture -9,226,052.79 -4,577,914.93
II.Operating profit 17,069,848.52 -2,855,122.29
Add:Non-operating income 230,513.93 732,688.35
Less:Non-operating expenses - 101,815.66
Including:Disposal loss of non-current
assets - -
III. Total profit 17,300,362.45 -2,224,249.60
Less:Income tax expenses 3,297,519.55 -
IV. Net profit 14,002,842.90 -2,224,249.60
V.Earnings per share
(i)Basic earning per share 0.06 -0.01
(ii)Diluted earning per share 0.06 -0.01
(The accompanying notes form an integral part of financial statements)
Legal representative: Person in change of accounting dept: Accounting Supervisor:
51
Shenzhen Textile (Holdings) Co., Ltd.
Paremt Companuy cash flow statement
Year 2007
Unit:RMB
Items Note Year 2007 Year 2006
I.Cash flows arising from operating activities
Cash received from sales of goods and supply of labor 43,262,516.94 54,290,816.
Rebated taxes received 222,556.24 2,025,158.
Other business related cash receipts 13,835,708.72 18,638,968.
Subtotal of cash flow in from operating activity 57,320,781.90 74,954,942.
Cash paid for purchase of goods and reception of labor
services 3,473,777.95 18,452,213.
Cash paid to and for employees 11,993,746.23 10,430,155.
Taxes paid 4,385,014.65 4,761,697.
Other business related cash payments 46,410,536.69 11,409,686.
Subtotal of cash flow out from operating activity 66,263,075.52 45,053,752.
Net cash flows arising from operating activities -8,942,293.62 29,901,189.
II. Cash flow arising from investment activities
Cash received from recovery of investment 47,494,906.58 1,760,400.
Cash received from investment income 4,933,599.34 9,421,938.
Cash received from disposal of fixed assets, intangible asset
and other long-term assets 114,864.96
Proceeds from sale of subsidiaries and other operating units 4,230,000.00
Other cash received relating to investment activities 891,831.58 872,673.
Sub total of cash inflows 57,665,202.46 12,055,012.
Cash paid for acquiring fixed assets, intangible assets and
other long-germ assets 5,877,349.65 4,452,636.
Cash paid at investment - 892,500.
Net cash received from subsidiaries and other operational
units 22,717,100.00
Other cash paid for investment activities -
Subtotal of cash outflow due to investment activities 28,594,449.65 5,345,136.
Net cash flow generated by investment 29,070,752.81 6,709,875.
III.Cash flow generated by financing
Cash received as investment -
Including:Cash received as investmentfrom minor
shareholders 84,000,000.00 68,000,000.
Cash received as loans 30,000,000.00 2,000,000.
52
Other financing –related cash received 114,000,000.00 70,000,000.
Subtotal of cash inflow from financiangactivities 68,000,000.00 71,500,000.
Cash to repay debts 13,130,938.89 13,395,926.
Cash paid as dividend, profit, or interests 37,500,000.00
Other financing-related cash received 118,630,938.89 84,895,926.
Subtotal of cash outflow due to financing activities -4,630,938.89 -14,895,926.
Net cash flow generated by financing -128,336.84 -42,234.
IV. Influence of exchange rate alternation on cash and cash
equivalents 15,369,183.46 21,672,904.
V. Net increase of cash and cash equivalents
(The accompanying notes form an integral part of financial statements)
Legal representative: Person in change of accounting dept: Accounting Supervisor:
53
Shenzhen Textile (Holdings) Co., Ltd.
Consolidated Change in owners’ equities
Year 2007
Owners’ Equity attributable to parent Company
Item Practical capital Less:Shares in
collected Capital reserves stock Surplus reserves Attributable profit Ot
I.Balance at the end of last year 245,124,000.00 45,814,574.74 26,668,175.37 20,783,134.67
Add:Change of accounting policy - - - -1,888,581.03 72,315.86
Correncting previous errors - - - - -
II.Balance at the beginning of
currentyear 245,124,000.00 45,814,574.74 - 24,779,594.34 20,855,450.53
III.Changed in the current year - 15,201,566.72 - 1,400,284.29 10,153,816.00
(i)Net profit - - - - 11,554,100.29
(ii)Gains losses accounted into
owners’ equity directly - 15,201,566.72 - - -
I. Change in fair value of sellable
financial assets net - 15,201,566.72 - - -
2.Influence of change in other
owners’ equity of invested
enterprises on equity basis - - - - -
54
3.Influence of income tax related
toowners’ equity items - - - - -
4.Other - - - - -
Total of (I) and (II) - 15,201,566.72 - - 11,554,100.29 -
(iii)Investment or decreasing
ofcapital by owners - - - - - -
1.Investment by owners - - - -
2.Amount of shares paid and
accountedas owners’ equity - - - - -
3.Other - - - - -
(IV)Profit allotment - - - 1,400,284.29 -1,400,284.29 -
1.Providing of surplus - - - 1,400,284.29 -1,400,284.29
2.Allotment of the owners - - - - -
3.Other - - - - -
(V)Internal transferring of
owners’equity - - - - - -
1.Capitalzing of capital reserves - - - - -
55
2.Capitalzing of surplus resrves - - - - -
3.Making up losses by suplus reserves - - - - -
4.Other - - - - -
IV.Balance at the end of this term 245,124,000.00 61,016,141.46 - 26,179,878.63 31,009,266.53 -
Legal representative: Person in change of accounting dept: Accounting Supervisor:
56
Shenzhen Textile (Holdings) Co., Ltd.
Consolidated Change in owners’ equities
Year 2006
Owners’ Equity attributable to parent Company
Item Practical capital Less:Shares in
collected Capital reserves stock Surplus reserves Attributable profit Other
I.Balance at the end of last year 245,124,000.00 45,814,574.74 25,988,335.18 26,994,572.97
Add:Change of accounting policy - - - -1,208,740.84 1,490,370.35
Correncting previous errors - - - - -
II.Balance at the beginning of
currentyear 245,124,000.00 45,814,574.74 - 24,779,594.34 28,484,943.32 -
III.Changed in the current year - - - - -7,629,492.79 -
(i)Net profit - - - - 4,626,707.21
(ii)Gains losses accounted into
owners’ equity directly - - - - - -
I. Change in fair value of sellable
financial assets net - - - - -
2.Influence of change in other
owners’ equity of invested
enterprises on equity basis - - - - -
57
3.Influence of income tax related
toowners’ equity items - - - - -
4.Other - - - - -
Total of (I) and (II) - - - - 4,626,707.21 -
(iii)Investment or decreasing
ofcapital by owners - - - - - -
1.Investment by owners - - - - -
2.Amount of shares paid and
accountedas owners’ equity - - - - - -
3.Other - - - - - -
(IV)Profit allotment - - - - -12,256,200.00 -
1.Providing of surplus - - - - -
2.Allotment of the owners - - - - -12,256,200.00 -
3.Other - - - - - -
(V)Internal transferring of
owners’equity - - - - - -
1.Capitalzing of capital reserves - - - - -
58
2.Capitalzing of surplus resrves - - - - - -
3.Making up losses by suplus reserves - - - - - -
4.Other - - - - -
IV.Balance at the end of this term 245,124,000.00 45,814,574.74 - 24,779,594.34 20,855,450.53 -
Legal representative: Person in change of accounting dept: Accounting Supervisor:
59
Shenzhen Textile (Holdings) Co., Ltd.
Parent Company Change in owners’ equities
Year 2007
Practical capital Less:Shares
Item collected Capital reserves in stock Surplus reserves Attributable p
I.Balance at the end of last year 245,124,000.00 45,814,574.74 26,668,175.37
Add:Change of accounting policy - -528,315.29 - -1,888,581.03
Correncting previous errors - - - -
II.Balance at the beginning of
currentyear 245,124,000.00 45,286,259.45 - 24,779,594.34
III.Changed in the current year - 15,201,566.72 - 1,400,284.29
(i)Net profit - - - -
(ii)Gains losses accounted into
owners’ equity directly - - - -
I. Change in fair value of sellable
financial assets net - - 15,201,566.72 - -
2.Influence of change in other
owners’ equity of invested
enterprises on equity basis - - - -
3.Influence of income tax related
60
toowners’ equity items - - - -
4.Other - - - -
Total of (I) and (II) - - 15,201,566.72 - -
(iii)Investment or decreasing
ofcapital by owners - - -
1.Investment by owners - - -
2.Amount of shares paid and
accountedas owners’ equity - - - -
3.Other - - - -
(IV)Profit allotment - - - 1,400,284.29
1.Providing of surplus - - - 1,400,284.29
2.Allotment of the owners - - - -
3.Other - - - -
(V)Internal transferring of
owners’equity - - - -
1.Capitalzing of capital reserves - - - -
2.Capitalzing of surplus resrves
61
- - - -
3.Making up losses by suplus reserves - - - -
4.Other - - - -
IV.Balance at the end of this term 245,124,000.00 60,487,826.17 - 26,179,878.63
Legal representative: Person in change of accounting dept: Accounting Supervisor:
62
Shenzhen Textile (Holdings) Co., Ltd.
Parent Company Change in owners’ equities
Year 2006 Unit:RMB
Practical
Total of owners’
capital Capital Less:Shares Surplus Attributable
equity
item collected reserves in stock reserves profit
I.Balance at the end of last
year 245,124,000.00 45,814,574.74 25,988,335.18 28,000,705.57 344,927,615.49
Add:Change of accounting
policy - -528,315.29 -1,208,740.84 -7,545,194.46 -9,282,250.59
Correncting previous
errors - - - - - -
II.Balance at the beginning
of currentyear 245,124,000.00 45,286,259.45 - 24,779,594.34 20,455,511.11 335,645,364.90
III.Changed in the current
year - - - - -14,480,449.60 -14,480,449.60
(i)Net profit - - - - -2,224,249.60 -2,224,249.60
(ii)Gains losses accounted
into owners’ equity
directly - - - - - -
I. Change in fair value of
sellable financial assets
net - - - - - -
2.Influence of change in
other owners’ equity of
invested enterprises on
equity basis - - - - - -
3.Influence of income tax
related toowners’ equity
items - - - - - -
4.Other - - - - - -
Total of (I) and (II) - - - - -2,224,249.60 -2,224,249.60
(iii)Investment or
decreasing ofcapital by
owners - - - - - -
1.Investment by owners - - - - - -
2.Amount of shares paid and
accountedas owners’ - - - - - -
48
equity
3.Other - - - - - -
(IV)Profit allotment - - - - -12,256,200.00 -12,256,200.00
1.Providing of surplus - - - - - -
2.Allotment of the
owners - - - - -12,256,200.00 -12,256,200.00
3.Other - - - - - -
(V)Internal transferring
of owners’equity - - - - - -
1.Capitalzing of capital
reserves - - - - - -
2.Capitalzing of surplus
resrves - - - - - -
3.Making up losses by suplus
reserves - - - - - -
4.Other 9,120,000.00 - - - - 9,120,000.00
IV.Balance at the end of
this term 245,124,000.00 45,286,259.45 - 24,779,594.34 5,975,061.51 321,164,915.30
Check - - - -
Legal representative: Person in change of accounting dept: Accounting Supervisor:
49
Attached III. Notes to financial statements
Shenzhen Textile (Holdings)Co., Ltd.
Notes to financial statements
Unit: RMB
Note 1.Basic Information of the Company
(1). History
The company was previously the Shenzhen Textile Industry Company, on April 13, 1994,
approved by the Letter(1114)No.15 issued by Shenzhen Municipal People's Government, the
Company was restructured and named as Shenzhen Municipal Textile (Group) Co., Ltd. In
the same year, approved by the (1994) No.1 9 file of Shenzhenshi, the shares of the company
were listed in Shenzhen Stock Exchange. The Company has got the corporate business
certification of Shensizi N246747, by December 31, 2007, the registered capital of the
Company was RMB 245,124,000.00.
Business scope of the Company:
(2) The industries the Company belongs to
Textile industry, high-tech industry.
(3). Business Scope of the Company
Manufacturing textiles, knitwears, garments, decorative cloth belts, trademark belts, bicycles,
crafts, and special equipments for textile industry, textile equipments and accessories, meters,
standard parts, leather products, textile raw materials, dyes, electronics, cereals, oils and food;
in the range of obtaining lawful land use right, the Company also engaged in individual real
estate development and management; organizing exhibitions; import and export trading
business according to the regulations in Shenmaoguan Shenzhengzi No.034 File.
(4) The main products or services of the Company
Textiles, production and sales of polarizing film, housing rent
(5). The reporting person of the approval of financial statements and the reporting date of the
approval of financial statements.
The reporting person of the approval of financial statements of the company: Board of
Directors of the Company
the reporting date of the approval of financial statements of the Company:Aprul 18, 2008
Note 2. Basis for the preparation of financial statements
On the basis of continuous operation, in accordance with actual transactions and events,
before December 31, 2006, the Company carried out confirmation and measurement
according to Accounting Standards for Business Enterprises (hereinafter referred to the old
accounting standards) and enterprise accounting system, and in accordance with "the No.7 of
quiz of information disclosure standards for companies issuing public stocks - preparation
50
and disclosure of financial accounting information during the course of transmission of old
and new standards" of China Securities Regulatory Commission [2007]10, involving
“Enterprise Accounting Standards No. 38 -- the first implementation of Accounting Standard
for Business Enterprises" in Accounting Standards for Business Enterprises explanation No.
1", the company prepared according to the requirements in "Enterprise Accounting Standard
No. 30 - financial statements"; Since January 1, 2007, the company carried out confirmation
and measurement in accordance with "Accounting Standards for Business Enterprises -
Basic Standards"(hereinafter referred to the new accounting guidelines) issued by the
Ministry of Finance and other various accounting standards, on the basis of it, the Company
prepared the financial statements.
Note 3. Statement on complying with corporate accounting standards
The Company declared: the financial statements of the Company complied with "Accounting
Standards for Business Enterprises" and its application guidelines and the relevant
requirement in information disclosure standards Quiz No. 7, and have truely, completely
reflects the company's financial position, operation results, cash flow, and other relevant
information.
Note 4. Significant accounting policies, accounting estimates and early errors
1. Accounting systems
The financial statements were in accordance with "Accounting Standards for Business
Enterprises" and its Application Guidance.
2. Fiscal year
A calendar year, that is, from January 1 to December 31 is a fiscal year.
3. Accounting standard money
Accounting standard money is RMB.
4. Accounting basis and accounting measurement attribute
Accounting basis: right&duty accurrence system; accounting measurement attribute:
measured according to history costs, if the accounting elements can be reliably identified
according to replacement cost, realisable net value, current value, fair value, they can be
measured by the corresponding measurement attributes.
5. Method for foreign currency accounting
(1). For the foreign currency business, it should be accounted according to the standard
money accounted according to the spot rate. At the period end, adjust the foreign currency
business according to the spot rate on the balance sheet date, all the exchange differences
should be included in the current loss and gain accept that the business is relating to
purchase and production of assets which meet the capitalization conditions.
(2) The subsidiaries of the company whose stardard currency was foreign currency, all asset
and liability items should be converted into the standard money of parent company
according to the spot rate on the balance sheet date, and all the owners’ equity items, accept
for "retained profits", should be converted into the standard money of parent company
according to the spot rate on the balance sheet date. The income and cost items in the profit
statement should be converted into the standard money of parent company according ot the
spot rate during the period of consolidating financial statements. The conversion differences
51
due to different exchange rate, should be reflected by opening the "foreign currency
conversion difference statements" in RMB. And open the "foreign currency statements
conversion differences" in cash flow statement in RMB.
6. Standards for determing cash equivalents
Standards for determing cash equivalents are the investments which have short duration and
strong mobility and are easy to be converted into cash and value.
7. Methods for accounting financial assets
(1) Classification of financial assets:
Financial assets can be divided into: the financial assets which measured by fair value and its
changes are included in the current loss and gain (including transactional financial assets and
the financial assets which measured by fair value and its changes are included in the current
loss and gain), the expired investments, loans and receivables held, and financial assets to be
sold, the four categories;
(2) Measurement of financial assets
A. The initial recognition financial assets are accounted in accordance with fair values. For
the financial assets which measured by fair value and its changes are included in the current
loss and gain, the relevant transactional costs should be included in the current loss and gain;
for other financial assets, the relevant transactional costs should be included in the initial
recognition amount.
B. The Company makes follow-up measurement on financial assets according to fair value,
the transactional cost to deal with the financial assets which may happen in the future will
not be deducted. But, except the following situations:
(a). The expired investments, loans and receivables held, should be measured according to
amortized costs by the actual interest method.
(b). The equity tool investments which do not have quotation in market and their fair value
can not be reliably measured, and the derivative financial assets which are related to the
equity tool and are to be delivered to the equity tool to account, should be measured
according to costs.
(3) Determination of fair value of financial assets:
A, The financial assets which exist in the market, the quotation in the market will be
determined as fair value;
B, The financial assets which do not exist in the market, adopt valuation techniques to
determine the fair value. The results by the valuation techniques show the transaction prices
which may be used in fair transactions on the valuation day.
(4). Impairment of financial assets:
On the balance sheet date, carry out inspection on the book value of financial assets which
are not included in the financial assets measured according to fair value and its changes are
include in the current loss and gain. If there are objective evidence showing that the financial
assets have impairment, the provision for impairment should be accounted. The objective
evidences which show the impairment of financial assets include the following items:
A. The issuing party or the debtor had serious financial difficulties;
B. The debtor violated the terms in the contract, such as the payment of interest or principal
had default or delayed;
C. For the consideration in economy and law, the Company made concessions to the debtor
52
in difficulties;
D. The debtor was likely to collapse or carry out other financial restructuring;
E. The issuing party had major financial difficulties, and the financial assets can not be
traded in market;
F. The debtor had major adverse changes in technology, market, economic and legal
environment, and the Company was may not be able to recover the investment costs;
G. The fair values of the equity tool investments had serious and non-temporary decline;
H. Other objective evidences which show the impairment of financial assets.
(5). Measurement of impairment losses of financial assets:
A. The financial assets measured according to fair value and its changes are include in the
current loss and gain require no test of impairment;
B. The measurement of impairment loss of expired investments: account provision for
impairment according to the difference of the value of future cash flow lower than the book
value;
C. Measurement of impairment loss of receivables: if the amount is large, conduct individual
impairment test, account provision for impairment according to the difference of the value of
future cash flow lower than the book value; if small receivables and the receivables found no
impairment after the individual test, account provisions for impairment according to the
nature of the receivables by the method of account age, the proportions to be accounted
according to account age are as follows:
Age Proportion %
Within 1 year 5%
1-2 years 10.00%
2-3 years 30.00%
Over 3 years 50.00%
If the difference between the future cash flow of the receivable and its current value is small,
when determine the relevant impairment loss, do not make discount on its future cash flow.
D. Judgment of impairment of the financial assets for sale: if the fair value of the financial
asset is decreasing continuously and the decline is not temporary, the occurrence of the
impairment of the financial asset will be recognized. When the financial asset for sale had
impairment, even if the asset is not finally determined, the accumulated loss, originally
included in the owners’ equity and formed due to the decline of fair value should be
converted out and included in the current loss and gain. The accumulated loss converted out
can be the initial cost of the financial assets for sale deducting the amount recovered and the
amount amortized, current fair value and the balance of the impairment loss originally
included in loss and gain.
8. Accounting methods of inventory
(1). Inventory classification
Inventory can be divided into five categories: raw materials, materials commissioned to
process, products, finished products, working materials;
(2). Valuation and amortization of the inventory issued
53
All inventories are priced according to their actual purchasing costs, when issue the
inventory, adopt the weighted average method to valuate; the working materials will be
amortized by the method of one-time amortization when they are issued.
(3). Inventory system and methods for accounting provision for devaluation of inventory.
Inventory system adopts the perpetual inventory method; at period end, on the basis of
comprehensive checking on inventories, all or part of the damaged and old inventories, the
part that the realizable value lower than the cost, the provision for devaluation of inventory
should be accounted. The amount is determined according to the difference of the cost of
individual inventory item higher the realizable net value.
(4). Methods for determination of realizable net value of inventory.
Realizable net value of inventory is determined according to the estimated selling price
minus estimated cost, the estimated selling cost and relevant taxes.
9. Methods for accounting long-term equity investment
(1). Long-term equity investment is accounted according to its initial investment cost;
(2) According to different situations, the Company adopts the methods of cost and equity to
account long-term equity investments;
A. The long-term equity investment of the subsidiaries that have controlling right on the
invested units, should be accounted by cost method in parent company, when prepare the
consolidated statements, adjust it by equity method. If the parent uses the cost method to
account, the current investment income should be determined when the company allocates
profit or cash dividends;
B. The long-term equity investments which have no joint control or significant influence
on the invested unit, and have no quotation in market, and its fair value can not be reliably
accounted, should be accounted by cost method, and the current investment income should
be determined when the company allocates profit or cash dividends;
C. The long-term equity investments which have joint control or significant influence on
the invested unit, should be accounted by equity method; the net loss or gain realized from
the invested unit at period end will be determined as the current investment income (when
determine the net loss of the invested unit, deduct the book value of the investment and the
long-term equity of net investment in the invested unit, until zero);
D. If the initial investment cost to obtain the long-term equity investment and its fair value of
the identifiable net assets in the invested company have difference, and if the difference is in
debit, the initial investment cost of the long-term equity investment will not be adjusted; if
the difference is in credit, it should be included in the current loss and gain; for the long-term
investment obtained from corporate merger under different controls, the difference between
the merger cost and the fair value of identifiable net assets obtained from the merger,
should be confirmed as goodwill or be included in the current loss and gain;
54
(3). Provision for impairment of long-term equity investment
The impairment of long-term equity investment should be treated according to regulations of
asset impairment in 15.
10. Measurement model of investment property
(1). Scope of investment real estate: refers to the real estate for rent or for capital
appreciation or for both of them, including the rented land use rights, the land use rights held
and to transferred, and the leased building;
(2). initial measurement of investment real estate: conduct initial measurement in accordance
with the cost to obtain it;
(3). Follow-up measurement of investment real estate: the Company conducts follow-up
measurement on the investment real estate by cost model; the follow-up expenditure relating
to investment real estate, if the related profit is likely to flow into the company and can be
measured, then it should be included in the cost of the investment real estate, other follow-up
expenditures should be recognized as the current loss and gain;
(4) The classification, depreciation and amortization policies of real estate investments and
the depreciation and amortization policies of fixed assets and intangible assets should be
coherent.
(5). Provision for impairment of investment real estate should be treated according to 15
Regulations for asset impairment.
11. Confirmation conditions, classification, measurement basis and impairment policy of
fixed assets
(1). Confirmation conditions of fixed assets
The tangible assets held for producing goods, providing services, rent or operation, and the
service time is longer than one fiscal year.
(2). Measurement basis of fixed assets
All fixed assets should be conducted initial measurement in accordance with the actual cost
to obtain them.
(3). Classification and depreciation policy of fixed assets
Depreciation of fixed assets uses the straight-line method, the accrued depreciation minus
the net residual value (4.00% of the original value of the fixed assets), then account the
devaluation by the classified depreciation rate. The classification of fixed assets, service
life and year depreciation rate of fixed assets are as follows:
Classification of fixed asset Service life(year) Year depreciation rate
House and Building
–Production 35 2.74%
House and Buildin-Non-
40 2.40%
Production
Fixed assets decoration 10 10.00%
55
Machinery and equipment
10-14 9.60%-6.86%
Transportation equipment 8 12.00%
Electronic Equipment 8 12.00%
Other 8 12.00%
At the end of each year, conduct review on service life, predicted net residual and
depreciation methods of the fixed assets. If the predicted service life is different from the
originally estimated service life, adjust the service life of the fixed assets; if the predicted net
residual amount is different from the originally estimated amount, adjust the predicted net
residual value.
(5) Provision for impairment of investment real estate should be treated according to 15
Regulations for asset impairment.
12. Methods for accounting projects under construction, Methods for accounting provision
for impairment of projects under construction.
(1). Methods for accounting projects under construction.
The projects under construction include pre-construction preparations, the building projects
under construction, installation projects, technical transformation projects and overhaul
works, etc. The projects under construction should be accounted according to actual
expenditures by items, and should be converted to fixed assets when the projects reached the
predicted use state. The costs for borrowing relating to projects under construction (including
loan interests, excess discount amortization, exchange gains and losses, etc.), which should
be included in the cost before the related projects reach the predicted use state, and included
in the current financial cost after the related projects reach the predicted use state;
(2). Provision for impairment of investment real estate should be treated according to 15
Regulations for asset impairment.
13. Valuation of intangible assets and amortization policy
(1). Intangible asset refers to the non-monetary assets owned or controlled by a company with
no identifiable physical forms, including proprietary technology, right to use land;
(2). Intangible asset is valuated according the actual cost to obtain it;
(3). For the intangible assets with definite service life, since the availability of the
intangible assets, they should be amortized by straight-line method within the service life,
and included in the current loss and gain; the intangible assets with no definite service life
will not be amortized; the company should conduct review on the service life and amortization
methods of the intangible assets at the end of the year, if the service life and amortization
methods are inconsistent with what estimated previously, then the amortization period and
amortization methods should be changed.
56
(4). Provision for impairment of investment real estate should be treated according to 15
Regulations for asset impairment.
14. Amortization policy of long-term deferred expense
(1). Long-term deferred expenses refer to all the expenses which should be amortized in the
current period and in the future periods and the amortization period is longer than one year;
(2). Long-term deferred expense is valuated according to actual cost, the installation cost
should be equally amortized during two major overhauls or the contract period (depends on which
is shorter), other long-term deferred expenses should be equally amortized according to the
benefit period of the project. For the long-term deferred expenses which can not bring predicted
profit in the future accounting period, all the unamortized value should be converted to the
current loss and gain.
15. Basis and methods for accounting provision for impairment of assets
(1). Scope of impairment testing
At the end of the reporting period, impairment tests should be conducted on the goodwill formed
from corporate merger and the uncertain intangible assets regardless of whether there are
indications of impairment. In addition, impairment tests should be conducted on the following
assets which there are indications of impairment:
A. The market value of assets decreased significantly in the current period, the decline was
significantly higher than the normal decline.
B. The economic, technical or legal environments of the company the market of the assets may
have major changes in the current period or in near future, which have an adverse impact on
the company.
C. Market interest rates or other market return rates of in the current period has raised,
thus affect the company to account assets and to predict the discounting rate of future cash
flow value, thus resulting in significant reduction in the amount of recoverable assets.
D. If there is evidence showing that the assets have been outdated or actully has been damaged.
E. The assets have been or will be idled, ended to use or planned to dispose ahead of schedule.
F. There is evidence of internal report showing that economic performance of the assets has
been or would be lower than what expected, for example, the net cash flow created by assets
or the operating profits realized (or losses) are far below (or above) the estimated amount.
G. Other indications showing the signs of impairment.
(2). Recognition of asset impairment loss.
Asset impairment loss is determined according to the difference of the expected recoverable
amount of assets lower than their book values.
(3). Methods for determination of expected recoverable amounts
Either the net amount of fair value of assets minus disposal costs or the current value of
predicted future cash flow will be determined as the recoverable amount, depending on which
is higher.
(4) If there are indications showing the possible impairment of an asset, its recoverable amount
should be estimated by basing on the individual asset. If the recoverable amount is hard to
estimate, the asset group the asset belongs to will be the basis to determine the recoverable
amount of the asset group.
57
16. Method for accounting financial liabilities
(1) Classification of financial liabilities
Financial liabilities can be divided into: the financial liabilities which measured by fair
value and its changes are included in the current loss and gain (including transactional
financial liability and the financial liability which measured by fair value and its changes
are included in the current loss and gain), and other financial liability;
(2) Measurement of financial liabilities
A. The initial recognition of financial liability is accounted in accordance with fair values.
For the financial assets which measured by fair value and its changes are included in the current
loss and gain, the relevant transactional costs should be included in the current loss and
gain; for other financial liabilities, the relevant transactional costs should be included
in the initial recognition amount.
B. The Company makes follow-up measurement on financial assets according to method of actual
interest, but, except the following situations:
(a).The financial liability measured by fair value and its changes are included in the current
loss and gain, should be measured according to fair value, but the transactional cost may happen
in the future to settle the financial liability will not be deducted.
(b). The equity tool which do not have quotation in market and their fair value can not be
reliably measured, and the derivative financial liabilities which need to deliver the equity
to settle, should be measured according to their costs
(c).The financial guarantee contracts of financial liabilities which are measured by fair value
and its changes included in the current loss and gain, or the loan commitments which are not
measured by fair value and its changes included in the current loss and gain, follow-up
measurement should be conducted according to which is higher in the following two items after
the initial confirmation: ① the amount determined in accordance with "Accounting Standards
for Business Enterprises No. 13 – contingent events"; ② the balance of the initial
confirmation amount deducting the cumulative amortized amount determined in accordance with
"Enterprise Accounting Standard No. 14 - income".
17. Method for accounting of predicted liabilities
(1). The liabilities which are relevant to contingent events and meet the following conditions
at the same time, the Company recognizes it as predicted liabilities: the liability is the
current obligation the company undertakes; the performance of the liability may result in the
outflow of economic interests; the amount of the liability can be reliably measured;
(2). If the predicted liability to be fully or partly paid by the company and be compensated
by the third party, the compensation amount can be recognized as assets individually only when
it can be basically recovered, at the same time, the compensation on the asset should not be
more than the corresponding book amount of the predicted liability.
18. Principle for revenue recognition
(1). Revenue from goods sale
After the risks and rewards of the goods are transferred to the buyer, the company will no
longer conduct the management right and the actual control right, and the relevant incomes
have been received or the documents of receiving have been obtained, and the cost of the goods
can be reliably measured, the realization of the revenue should be confirmed.
(2). Revenue from service
58
In the same fiscal year and the service has been completed, the income should be confirmed
upon the completion of the service; If the starting and completion of the service belong to
different fiscal year, then when the service can be reliably measured, the service income should
be confirmed at the period end according to the percentage of the service not completed.
(3). Incomes from transferring asset use right.
Incomes from transferring asset use right include interest income and income from use payment;
The amount of interest income, is determined in accordance with the time and actual interest
rate; the income from use payment is determined according to the time and method of relevant
contract and agreement.
19. Method for accounting of borrowing costs
(1). The borrowing expenses, if they comply with the capitalization conditions, should be
capitalized and included in the cost of relevant assets; other borrowing expenses, should be
determined according to the amount occurred and be included in the current loss and gain. If
the borrowing expenses meet the following conditions at the same time, they should be
capitalized:
A. Capital expenditures have already occurred, capital expenditures include the expenditures
paid by cash, transferring non-cash assets or by bearing interest-debt;
B. The borrowing costs have occurred;
C. The construction to make the asset to reach the intended use state or sale state, or the
production activities have already begun.
(2). When the assets which meet the capitalization condition reach the intended use or sale
state, the capitalization of the borrowing expenses should be stopped. The borrowing expenses
for the assets which meet the capitalization conditions and reach the intended use or sale state,
the expenses should be confirmed according to the amount occurred, and be included in the current
loss and gain.
20. Accounting treatment methods of income tax
The accounting treatment of income tax of the company should adopt the method of balance sheet.
If the book value of the asset is bigger than its tax basis or the book value of the liability
is smaller its tax basis, the deterred income tax asset produced should be confirmed; If the
book value of the asset is smaller than its tax basis or the book value of the liability is
bigger its tax basis, the deterred income tax liability produced should be confirmed;
21. Methods for the compilation of consolidated financial statements
(1) The consolidated financial statements should be based on the financial statement of the
subsidiaries included in the consolidated financial statement and other relevant data, the
long-term equity investment of the subsidiary should be adjusted according to the equity methods,
all the investments and transactions of the subsidiary included in the consolidated financial
59
statement should be offset completely, and compiled by accounting loss and gain of minority
shareholders and equity of minority shareholders.
(2). Upon the consolidation, if the accounting policy of the subsidiaries and the company are
inconsistent, it should be compiled according to the accounting policy of the company.
22. Accounting policy and the estimated changes
Implement the new standards since January 1, 2007, according to the China Securities Regulatory
Commission Zi[2007]No.10. "Notice on issuing Information Disclosure Quiz No. 7 for Public -
old and new criteria during the comparison of preparation and disclosure the financial
accounting information" provisions and conduct retroactive adjustment on the related
"Enterprise Accounting Standards No. 38 - the first time the implementation of Accounting
Standard for Business Enterprises" from Article 5 to Article 19, increased deferred income
tax asset RMB 455,229.21, increased initial equity RMB 455,229.21; according to dismissal plan
to accrue the employees’ dismissal welfare and increased the payable workers’salary
RMB2,265,026.71, reduce initial equity RMB 2,265,026.71, and add the equity of minority
shareholders to increased equity of owners’equity RMB 102,965,419.78.
Note 5. Taxes of the Company
Taxes Tax references Applicable tax ratesv
VAT Incomes from product sales 13.00%、17.00%
Providing labor services, real
Business tax. estate sales, the transfer of 3.00%、5.00%
intangible assets
City construction tax VAT, sales tax, turnover tax, etc 5.00%、1.00%
Business income tax Taxable income 15.00%、33.00%
Note 6. Consolidation scope of the Company
1. Important information of subsidiaries.
Company names Regis Registered Proportion Main businesses
tered capital
Place
Shenzhen Jinlan Decorative Shenz 4,000,000.00 100.00% Furnishing fabrics,
Articles Industrial Co., Ltd. hen bedding, clothing
60
Shenzhen Lisi Industrial Co., Ltd Shenz 2,360,000.00 100.00% Domestic business,
hen material supply and
marketing industry
Shenzhen Huaqiang Hotel. Shenz 10,005,300.00 100.00% Accommodation,
hen restaurants, business
centre
Shenfang Property Shenz 1,604,000.00 100.00% Property management
Management Co., Ltd. hen
Shenzhen Jingguang Footwear Co., Shenz 7,200,000.00 100.00% Various types of sports
Ltd. hen shoes and socks
Shenzhen Mei Bai Nian Garment Shenz 25,000,000.00 100.00% produce full electronic
Co., Ltd. hen jacquard molding knitted
apparel
Shenzhen Zhongxing Fibre Folds Shenz 1,680,000.00 75.00% Acupuncture cloth, and
Cotton Clothing Ornament Co., hen fusible Interlining
Ltd. products
Jiangxi Xuanli Yarn Industry Co., Jiangx 20,000,000.00 63.87% produce and operate
Ltd. i man-made fibres, color
embroidery threads
Shenzhen Shenfang Import and Shenz 5,000,000.00 100.00% Operate import and export
Export Co., Ltd. hen businesses
Shenzhen Shenfang Lekai Shenz 78,000,000.00 47.95% Polarizer, liquid crystal
Photoelectronic Materials Co., Ltd. hen display materials and
devices
Anhui Huapeng Textile Co., Ltd. Anhui 50,000,000.00 50.00% Yarn production,
bleaching, dyeing and
processing, and sales
2. Change of consolidation scopes in the current period
(1). Purchase the equity of minority shareholders of Shenzhen Shenfang Import and Export Co., Ltd.. and Shenzhen Mei
Bai Nian Garment Co., Ltd.., increased the shares to 100%.
61
(2) In addition to the above event, there is no change in the consolidated statements of current period.
3. The subsidiaries not included in the consolidation.
Company names Regist Registered Proportio Main Causes of
ered capital n businesses consolidation
Place
Hongkong Dahong Hongkon HKD10,000.00 100.00% Import and export Bas entered
International Co., Ltd. g trade liquidation
proceedings
Shenzhen Fengsheng Shenzhe HKD6,670,000.00 100.00% Various Bas entered
n liquidation
Garment Co., Ltd. fabrics for
proceedings
garments,
fabrics and
materials
Shenzhen Fenghua Shenzhe HKD11,240,000.00 75.00% Bears and Bas entered
n liquidation
Ribbon Factory Co., zippers in a
proceedings
Ltd. wide variety of
specifications
Note 7. Statement of major events in consolidated financial statements
1. Currency funds
Items 2007-12-31 2007-1-1
Excha
Exchan nge
Original currency ge rate RMB Original currency rate RMB
I. Cash
RMB 251,947.41 1.00 251,947.41 428,696.70 1.00 428,696.70
HK$ 108,576.31 0.94 102,008.27 142,436.25 1.00 142,436.25
USD 20,984.88 7.07 148,315.63 20,764.30 7.81 162,169.18
Subtotal --- --- 502,271.31 --- --- 733,302.13
II.Bank deposit
RMB 95,019,303.32 1.00 95,019,303.32 66,168,930.96 1.00 66,168,930.96
HK$ 3,723,930.38 0.94 3,487,511.65 5,522,925.27 1.00 5,522,923.74
USD 667,305.20 7.30 4,874,448.68 404,491.39 7.81 3,159,083.00
62
Items 2007-12-31 2007-1-1
Excha
Exchan nge
Original currency ge rate RMB Original currency rate RMB
Subtotal --- --- 103,381,263.65 74,850,937.70
III. Other capital
RMB 17,322,752.95 1.00 17,322,752.95 30,867.12 1.00 30,867.12
USD 125,268.00 7.30 915,032.63 279,708.00 7.81 2,191,288.93
Japanese Yen 43,485,623.00 0.06 2,787,428.43 16,055,000.00 0.07 1,056,756.28
Subtotal --- --- 21,025,214.01 --- --- 3,278,912.33
Total --- --- 124,908,748.97 --- --- 78,863,152.16
(1). Currency fund increased more than that of last period, mainly due to the sale of
available-for-sale financial assets and recovered large amounts of funds.
(2). There were no other funds that have potential risks from mortgage or freezing in the year
balance of currency funds
2. Bill receivable
Summary 2007-12-31 2007-1-1
Bank acceptance 500,000.00 1,110,000.00
Trade acceptance --- ---
Total 500,000.00 1,110,000.00
3. Accounts receivable
(1). Accounts receivable at different levels are as follows:
2007-12-31
Book balance Provision for bad debts
Items
Proportion Proportion
Amount Amount
(%) (%)
Receivables with large 32,547,509.34 55.24% 8,720,508.21 66.99%
63
individual
amount.[微软中国1]
Receivables without large
individual amount, but with
great risk after combined
according to risk
characteristics 2,564,427.24 4.35% 2,635,372.72 20.24%
Other minor receivables 23,806,205.06 40.41% 1,661,921.49 12.77%
Total 58,918,141.64 100.00% 13,017,802.42 100.00%
2007-1-1
Book balance Provision for bad debts
Items
Proportion Proportion
Amount Amount
(%) (%)
Receivables with large
individual
amount.[微软中国2] 28,357,817.86 53.55% 5,205,356.29 68.93%
Receivables without large
individual amount, but with
great risk after combined
according to risk
characteristics 853,464.92 1.61% 791,268.01 10.48%
Other minor receivables 23,741,798.03 44.84% 1,554,488.29 20.59%
Total 52,953,080.81 100.00% 7,551,112.59 100.00%
A. Combining with the company's assets and the structure of credit receivables, 1 million
or more is the standard to divide individual amount;
B. Details of receivables of major individual amount which have been accounted provision
for bad debt are as follows;
64
Amount of
Debtor Book balance provision for bad Reasons
debt
Shenzhen Tianlong Industry and trade
Co., Ltd. 2,532,225.79 2,532,225.79 Note ①
① Shenzhen Tianlong Industry and trade Co., Ltd. was in loss in a long term, its net
asset was negative, provision for bad debt was accounted on it according to the principle of
caution.
C. The accounts receivable with small single-item amount that have the sign of impairment as shown by
clear evidences are listed as accounts receivable with small single-item amount that have big risks after
combination according to risk characteristics. [微软中国3]。The details are as follows:
Provision for bad
Name of debtor Original value debts Reason for provision
Long-term open account
Zi Jing
300,000.00 300,000.00 that can not be recovered
Hongkong Silk stocking Long-term open account
man 208,616.27 208,616.27 that can not be recovered
Shenhu Shanghai Long-term open account
management Dept. 162,855.09 162,855.09 that can not be recovered
Long-term open account
Mengren Company
154,720.40 154,720.40 that can not be recovered
Long-term open account
Ding Xiqing
136,096.54 136,096.54 that can not be recovered
Long-term open account
Shu Ya
126,712.53 126,712.53 that can not be recovered
Long-term open account
Guangzhou Wanjia
108,919.34 108,919.34 that can not be recovered
Long-term open account
Baijian
89,428.23 89,428.23 that can not be recovered
Shenzhen Jinshiji Health
product technology Co., Long-term open account
Ltd. 77,734.45 77,734.45 that can not be recovered
Long-term open account
Aoqi
74,596.86 74,596.86 that can not be recovered
Shenzhen Wanjia Store Long-term open account
Co., Ltd. 68,817.23 68,817.23 that can not be recovered
WAL MART (China) Long-term open account
investment Co., Ltd. 63,191.70 63,191.70 that can not be recovered
65
Shantou Shengping Air Long-term open account
travel Company 60,074.00 60,074.00 that can not be recovered
Long-term open account
Li Jinta
58,558.00 58,558.00 that can not be recovered
Long-term open account
Guangzhou Qiuyuan
54,684.52 54,684.52 that can not be recovered
Long-term open account
Fu Jiahao
53,683.62 53,683.62 that can not be recovered
Long-term open account
Other Sporadic
765,738.46 765,738.46 that can not be recovered
Total 2,564,427.24 2,564,427.24
(2). By aging, accounts receivable are as follows:
2007-12-31 2007-1-1
Amount Proportion Provision for Amount Proportion% Provision for
Age % bad debts bad debts
Within 1 44,627,313.56 84.28% 3,408,874.17
year 47,362,825.62 80.39% 2,743,814.92
1-2 years 5,879,433.72 9.98% 5,252,845.52 6,043,744.67 11.41% 2,804,705.30
2-3 years 3,457,576.50 5.87% 2,846,434.78 809,930.18 1.53% 133,419.45
Over 3 1,472,092.40 2.78% 1,204,113.67
years 2,218,305.80 3.77% 2,174,707.20
Total 58,918,141.64 100.00% 13,017,802.42 52,953,080.81 100.00% 7,551,112.59
(3). The amount of top five debtor was RMB 9,273,858.93, accounting for 15.74% of the total,
RMB 6,741,633.14 within one year, accounting for 11.44%, 1 to 2 years was RMB 2,532,225.79,
accounting for 11.44% 4.30% .
(4). In the receivables at the period end, no loans of the shareholders holding 5% (inclusive
of a 5%) or more voting right and other related units.
4. Other receivables
(1). Other receivables at different levels are as follows:
66
2007-12-31
Book balance Provision for bad debts
Items
Proportion Proportion
Amount Amount
(%) (%)
Receivables with large
individual amount. 34,975,226.10 87.05% 16,124,847.71 91.76%
Receivables without large
individual amount, but with
great risk after combined
according to risk
characteristics 791,199.06 1.97% 791,199.06 4.50%
Other minor receivables 4,414,035.05 10.99% 656,666.28 3.74%
Total
40,180,460.21 100.00% 17,572,713.05 100%
2007-1-1
Book balance Provision for bad debts
Items
Proportion Proportion
Amount Amount
(%) (%)
Receivables with large
individual amount. 12,773,512.69 73.36% 2,167,146.70 67.93%
Receivables without
large individual
amount, but with great
risk after combined
according to risk
characteristics 242,999.96 1.40% 242,999.96 7.62%
Other minor
receivables 4,396,201.11 25.25% 780,340.72 24.46%
67
Total 17,412,713.76 100.00% 3,190,487.38 100%
A. Combining the company's assets and credit of receivables, RMB 0.5 million or more was
the standard for the division of individual major amount;
B. If the individual amount is large, the details of other receivables which have been
accounted provision for bad debt are as follows:
Amount of
Debtor Book balance provision for Reasons
bad debt
Chengdu Gangpeng Real estate
Note①
Development Co., Ltd. 20,783,000.00 12,774,650.00
Hongkong Dahong International Co., Ltd. In long-term loss,
2,569,803.90 2,569,803.90 negative net asset
Shenzhen Tianlong Industry and Trade In long-term loss,
Co.,Ltd. 500,000.00 500,000.00 negative net asset
Total 23,852,803.90 15,844,453.90
① On September 25, 2003, the company and Chengdu Gangpeng Real Estate Development Co., Ltd.
signed a Contract of Sale of Commercial Housing and purchased five sets shopping malls, the
payment has been included in inventory, but Chengdu Gangpeng Real Estate Development Co., Ltd.
has not handled the necessary procedures. In the reporting period, the company initiated a
lawsuit to Chengdu Gangpeng Real Estate Development Co., Ltd. According to the (2007)-Chuan
No. 31 civil mediation issued by Sichuan Higher People's Court, the both party would like to
cancel the above contract, Chengdu Gangpeng Real Estate Development Co., Ltd. shall return
the funds for the housing and pay the interest, Chengdu Gangpeng Real Estate Development Co.,
Ltd. has stopped its business, the existing asset Guangpeng Building is in auction, the company
converts the recoverable amount according to the possible price to be traded, the difference
will be accounted as provision for bad debt.
C. The accounts receivable with small single-item amount that have the sign of impairment
as shown by clear evidences are listed as accounts receivable with small single-item amount
that have big risks after combination according to risk characteristics. 。The details are
as follows:
68
Name of debtor Original value Provision for bad debts Reason for provision
Xing Zhenhua Long-term open account that
65,000.00 65,000.00
can not be recovered
Light Textile Industrial and Long-term open account that
116,285.83 116,285.83
Trading Company can not be recovered
Long-term open account that
Tan Wenxiong 132,310.09 132,310.09
can not be recovered
Long-term open account that
Other Sporadic
477,603.14 477,603.14 can not be recovered
Total
791,199.06 791,199.06
(2) Other accounts receivable by aging are as follows
2007-12-31 2007-1-1
Amount Proportion% Provision for bad Amount Proportion Provision for
Age debts % bad debts
Within 1 year 34,687,928.43 86.33% 13,254,568.79 9,063,050.49 52.05% 97,542.97
1-2 years 549,446.60 1.37% 112,758.36 1,191,852.62 6.84% 165,036.87
2-3 years 969,473.10 2.41% 397,871.86 274,728.60 1.58% 13,536.43
Over 3 years 3,973,612.08 9.89% 3,807,514.03 6,883,082.05 39.53% 2,914,371.11
Total 40,180,460.21 100.00% 17,572,713.04 17,412,713.76 100.00% 3,190,487.38
(3). There was big growth in this period mainly due to the receivable building Guangpeng
Building;
3). The amount of top five debtor was RMB 24,729,570.05X yuan, accounting for 64.19% of the
total,RMB 21,359,766.15 within 1 year, accounting for 55.44%, 1 to 2 years was RMB 3,069,803.9,
accounting for 17.97; Over 3 years was RMB 300,000.00, accounting for0.78% of the total;
(4). In the receivables at the period end, no loans of the shareholders holding 5% (inclusive
of a 5%) or more voting right, the related contacts are described in Note 9. 3.
5. Prepayments
69
Age Sturcture 2007-12-31 2007-1-1
within 1 year 12,515,849.32 24,757,459.82
Over 1 years 407,766.26 116,120.32
Total 12,923,615.58 24,873,580.14
((1). By December 31, 2007, in the balance of payments in advance , no loans held by the
shareholders holding 5% (inclusive of a 5%) or more voting right;
(2). Payments in advance have big changes, mainly due to there were no large export orders
at the end of the reporting period.
6. Inventory
2007-12-31 2007-1-1
Book balance Provision for Book balance Provision
Inventory types
devaluation for
devaluation
Raw materials 22,729,987.46 1,651,990.31 16,058,815.39 218,903.26
Processing products 12,304,949.34 3,189,344.21 32,253,936.22 2,321,301.67
Finished products 19,217,106.75 7,276,938.37 20,225,580.15 4,016,848.20
Commissioned 1,339,085.29 ---
goods 3,511,034.63 2,468,043.69
Packaging --- --- 507,742.87 ---
Consumables 1,808,929.69 601,375.91 782,357.73 ---
Total 59,572,007.87 15,187,692.49 71,167,517.65 6,557,053.13
1). Methods for drawing provision for devaluation are described in Note 4.
(2). Inventory has great changes, mainly due to the cancelation of contract described in
Note 7. 3, the Gangpeng Building included in inventory item was transferred out.
7. Disposable financial asset
Type 2007-12-31 2007-1-1
Stock Investment 21,573,000.00 ---
8. Long term share equity investment.
2007-1-1 2007-12-31
70
Items Amount Provision Increase Decrease in Amount Provision
for in the the current for
impairment current period impairment
period
Stock
invest
ment 41,376,665.85 14,831,681.50 --- 10,063,970.42 31,312,695.43 14,831,681.50
Joint
enterp
rise 8,520,167.35 --- 474,337.14 2,196,377.77 6,798,126.74 ---
Associ
ated
enterp
rise 14,035,798.23 --- 50,619.83 7,554,632.00 6,531,785.96 ---
Other
investment 55,055,509.97 23,958,307.01 --- 6,381,000.00 48,674,509.97 23,612,610.61
Total 118,988,141.40 38,789,988.51 524,956.97 26,195,980.19 93,317,118.10 38,444,292.11
(1)Name of joint enterprise and main financial information.
Ratio of
Total of
voting Net profit
Share Total at business
right of of the
ratio the period income in
Name of the units Register Nature of the current
held by end the
invested ed place business company period
the (RMB’000 current
in the (RMB’000
company 0) period(RM
unit 0)
B’0000)
invested
Shenzhen Trademark Shenzhen Service 575.76 125.41 64.57
Factory Co. Ltd. industry 50.00% 50.00%
71
Ratio of
Total of
voting Net profit
Share Total at business
right of of the
ratio the period income in
Name of the units Register Nature of the current
held by end the
invested ed place business company period
the (RMB’000 current
in the (RMB’000
company 0) period(RM
unit 0)
B’0000)
invested
Shenzhen Tianlong Shenzhen Trade -249.28 1,165.04 -669.39
Industry and Trade Co.,
Ltd. 50.00% 50.00%
Shenzhen Xieli Shenzhen Manufacturin 50.00% 50.00% 581.50 153.78 32.70
Automobile Co., Ltd. g
(2)Name of Associated enterprise and main financial information.
Ratio of
Total of
voting Net profit
Share Total at business
right of of the
ratio the period income in
Name of the units Register Nature of the current
held by end the
invested ed place business company period
the (RMB’000 current
in the (RMB’000
company 0) period(RM
unit 0)
B’0000)
invested
Shenzhen Changlianfa Shenzhen Service 425.47 54.47 12.58
Printing and dyeing industry
Company 40.25% 40.25%
Jordan Garnent Factory Jordan Manufacturin USD188.62 USD514.10 -28.62
g 35.00% 35.00%
Hengshun ( Cypriot ) Cypriot Manufacturin USD-1.90 USD420.02 USD-225.91
Industry Co., Ltd. g 35.00% 35.00%
(3)Details of stock investments are as follows.
Units invested Type Amount Proportion December 31,2006
72
Shenzhen Jintian Industry Co., Ltd. Legal 12,274,497 4.00% 14,831,681.50
person
shares
Shenzhen Victor Onward Textile Legal 13,822,369 8.17% 16,481,013.93
Industrial Co., Ltd. person
shares
Total 31,312,695.43
The limit sale of RMB 8,457,118 shares of Shenzhen Victor Onward Textile Industrial Co.,
Ltd. held by the Company were canceled, and were converted to the financial assets for sale.
(4)Investments accounted according to method of equity are as follows
Ratio Balance at Increase in Decrease in Balance at
held Original period the current the current the period
investment beginning period. period. end
Shenzhen Trademark
Factory Co. Ltd. 50% 2,040,102.73 3,301,132.54 322,827.88 --- 3,623,960.42
Shenzhen Tianlong
Industry and Trade Co.,
Ltd. 50% 850,000.00 2,196,377.76 --- 2,196,377.76 ---
Shenzhen Xieli
Automobile Co., Ltd. 50% 1,529,483.67 3,022,657.05 151,509.26 --- 3,174,166.31
Shenzhen Changlianfa
Printing and dyeing
Company 40.25% 2,524,500.00 1,661,932.03 50,619.83 --- 1,712,551.86
Jordan Garnent Factory 35.00% 7,240,625.00 5,985,275.29 --- 1,166,042.09 4,819,234.20
Hengshun ( Cypriot )
Industry Co., Ltd. 35.00% 8,228,350.00 6,388,590.91 --- 6,388,590.91 ---
Total 22,413,061.40 22,555,965.58 524,956.97 9,751,010.76 13,329,912.69
73
(5)Investments accounted according to method of Cost are as follows
Ratio Balance at Increase in Decrease in Balance at
held Original period the current the current the period
investment beginning period. period. end
Shenzhen Hengsheng 19.58%
Investment Co., Ltd. 4,230,000.00 4,230,000.00 --- 4,230,000.00 ---
Chengdu huangjia 15.00%
entertainment center 2,100,000.00 2,100,000.00 --- 2,100,000.00 ---
Shenzhen Jiafeng Textile 10.80%
Co., Ltd. 16,800,000.00 16,800,000.00 --- --- 16,800,000.00
Shenzhen Guanhua 45.00%
Prnting and dyeing Co.,
Ltd. 5,491,288.71 5,491,288.71 --- --- 5,491,288.71
Shenzhen Union Textile 2.87%
Group Co., Ltd. 2,600,000.00 2,600,000.00 --- --- 2,600,000.00
Shenzhen Xiangjiang 20.00%
Leather Produce Co., Ltd. 160,000.00 160,000.00 --- --- 160,000.00
Shenzhen Xinfang 20.00%
Knitting Co., Ltd. 524,000.00 524,000.00 --- --- 524,000.00
Hongkong Yehui 17.85%
International Co., Ltd. 2,392,914.37 2,392,914.37 --- --- 2,392,914.37
Shenzhen South Textile 9.80%
Co., Ltd. 1,500,000.00 1,500,000.00 --- --- 1,500,000.00
74
Shenzhen Tongyi Simian 18.00%
Co., Ltd. 1,800,000.00 1,800,000.00 --- --- 1,800,000.00
Xian Tangcheng Group ---
Co., Ltd. 51,000.00 51,000.00 --- 51,000.00 ---
Shenzhen Huadong
Electronic Co., Ltd. 50.00% 8,906,070.41 10,918,255.05 --- --- 10918255.05
Shenzhen Dailisi Knitting 30.00%
Co., Ltd. 532,062.50 2,559,856.26 --- --- 2559856.26
Hongkong Dahong 100.00%
International Co., Ltd. 10,600.00 1,451,653.84 --- --- 1,451,653.84
Shenzhen Fengsheng 100.00%
Costume Co., Ltd. 4,123,077.16 1,778,004.61 --- --- 1,778,004.61
Shenzhen Fenghua 75.00%
Ribbon Co., Ltd. 6,322,500.00 698,537.13 --- --- 698,537.13
Total 55,055,509.97 --- 6,381,000.00 48,674,509.97
A. The company held shares of Zhenzhen Huadong Electronics Co., Ltd. and Shenzhen Dalice
Knitting Co., Ltd respectively 50.00% and 30.00%, because the two companies have been contracted by
other shareholders, the company adopted the method of cost accounting;
B. The company held shares of Hong Kong Dahong International Co., Ltd, Zhenzhen Fengsheng
Costume Co., Ltd. and Shenzhen Fenghua Ribbon Co., Ltd respectively 100%,100% and 75%, because
the companies have stopped their business for a long time and have entered liquidation proceedings,
therefore, they are not included in the scope of consolidation.
C. The company held shares of Shenzhen Guanhua Printing and dyeing Co., Ltd. 45%, because the
company has stopped its business for a long time, therefore, the company adopted the method of cost
accounting and drew the provision for devaluation.
(6)Provision for impairment of long-term investments
75
December Increase Transfer December
Units invested 31,2006 in the in or other 31,2006 Reasons
current transfer
period out in the
current
period
Shenzhen Jintian Industry Co., 14,831,681.50 --- --- 14,831,681.50 The company's
Ltd. net assets were
negative
Chengdu Huangjia 2,100,000.00 --- 2,100,000.00 --- Write off in
entertainment center the current
period
Shenzhen Jiafeng Textile 16,800,000.00 --- --- 16,800,000.00 The company is
Co., Ltd. being
liquidating
Shenzhen Guanhua Prnting 5,058,307.01 --- --- 5,058,307.01 The company is
and dyeing Co., Ltd. being
liquidating
Hongkong Dahong --- 1,451,653.84 --- 1,451,653.84 Enter liquidation
International Co., Ltd. procedings
Shenzhen Fengsheng --- 25,535.56 --- 25,535.56 Enter liquidation
Costume Co., Ltd. procedings
Shenzhen Fenghua Ribbon --- 277,114.20 --- 277,114.20 Enter liquidation
Co., Ltd. procedings
Total 38,789,988.51 1,754,303.04 --- 38,444,292.11
9. Investment real estate
Increase in decrease in 2007-12-31
the current the current
Type 2007-1-1 period period
1. Total original price 214,115,334.68 4,261,945.97 --- 218,377,280.65
House , Building 212,298,295.76 719,153.02 --- 213,017,448.78
Land Use right 1,817,038.92 3,542,792.95 --- 5,359,831.87
76
II.Total accumulated
depreciation and
65,896,455.11 6,005,916.11 --- 71,902,371.22
accumulated
amortization
House , Building 65,446,519.72 5,582,939.74 --- 71,029,459.46
Land Use right 449,935.39 422,976.37 --- 872,911.76
III.Total of accumulated
provision for
devaluation of --- --- --- ---
investment real
estate.
House , Building --- --- --- ---
Land Use right --- --- --- ---
IV.Total book value of
investment real 148,218,879.57 --- --- 146,474,909.43
estate
House , Building 146,851,776.04 --- --- 141,987,989.32
Land Use right 1,367,103.53 --- --- 4,486,920.11
10.Fixed assets
Decrease in
Increase in the
Items 2007-1-1 the current 2007-12-31
current period
period
1. Total original
price 290,822,772.45 15,682,305.19 4,676,818.59 301,828,259.05
House , Building 91,364,982.71 613,394.31 54,638.94 91,923,738.08
Fixed assets Fitment 10,057,694.87 1,356,796.14 --- 11,414,491.01
Machinery equipment 167,473,476.22 11,073,359.42 935,652.72 177,611,182.92
Ttansportation 7,467,379.43 1,393,786.64 3,563,080.09 5,298,085.98
Electronic and Other 14,459,239.22 1,244,968.68 123,446.84 15,580,761.06
II. Total of accumulative 105,304,349.08 16,867,538.09 3,367,117.23 118,804,769.94
77
Decrease in
Increase in the
Items 2007-1-1 the current 2007-12-31
current period
period
depreciation
House , Building 19,775,422.93 2,821,675.16 5,167.28 22,591,930.81
Fixed assets Fitment 3,495,462.31 778,327.08 --- 4,273,789.39
Machinery equipment 69,364,721.93 11,331,813.16 414,122.71 80,282,412.38
Ttansportation 5,468,737.64 220,925.14 2,611,742.70 3,077,920.08
Electronic and Other 7,200,004.27 1,714,797.55 336,084.54 8,578,717.28
III. Amount of
impairment 882,826.24 445,852.19 --- 1,328,678.43
IV.Book value of Fixed
assets 184,635,597.13 --- --- 181,694,810.68
House , Building 71,589,559.78 --- --- 69,331,807.27
Fixed assets Fitment 6,562,232.56 --- --- 7,140,701.62
Machinery equipment 97,694,690.67 --- --- 96,307,026.85
Ttansportation 1,529,879.17 --- --- 1,921,902.72
Electronic and Other 7,259,234.95 --- --- 6,993,372.22
(1) The company has no temporarily idle fixed assets
(2) The completed project under construction converted to fixed assets RMB 1,851,118.53 .
(3). The ownership of fixed assets of the Company is unrestricted, the mortgage loans
in the current period described are in Note 10;
11. Project under construction
Transferr
Increase ed to
fixed
in the
asset in Projec Capi
the Investmen Other items t tal Budget
current
current t real transferre progre sour (RMB’
Projects 2007-1-1 period period estate d out 2007-12-31 ss% ce 0000)
ire control 730,659.00 958,929.19 370,997.23 1,318,590.96 --- --- 100.00 1.40
78
Self
and elevator
renovation
project
Shenzhen
Textile
Building C,
fire pumps,
Water Supply
Improvement 350,000.00 47,583,397.57 67,076.58 238,402.26 44,521.16 --- 100.00 Self 0.35
Longgang
Industrial
Area dormitory 298,896.00 1,725,493.58 --- --- --- 2,024,389.58 4.6% Self 3
Improvement of
fan and
distribution
room of Block
ABC of
Shenfang
Building 246,261.92 687,995.89 205,142.92 729,114.89 --- --- 100.00 Self 0.70
Improvement of
toilet
drainage
system of
Shenfang
Building 200,000.00 100,000.00 300,000.00 --- --- --- 100.00 Self 0.30
Network
Information
project of
Shenzhen
Shenfang 6th
Floor --- 203,650.00 203,650.00 --- --- --- 100.00 Self 0.20
DZL4-1.25A
boiler 238,147.40 23,500.00 261,647.40 --- --- --- 100.00 Self 0.26
Dyeing and
finishing
equipment
installation --- 2,124,674.42 --- --- --- 2,124,674.42 98%
Self
2.20-
Polarizer
Project II 365,676.00 959,088.10 412,051.00 221,803.70 690,909.40 99%
Self
0.70
Other small
works 150,299.40 --- 30,553.40 --- --- 119,746.00
Self
Total 2,579,939.72 6,783,331.18 1,851,118.53 2,286,108.11 266,324.86 4,959,719.40
(1). Capitalization of the project under construction in the current period without
79
interest;
(2) The project under construction of the company does not exist the impairment produced
by the influences by risks from middle-term stop or declaration of waste.
12. Intangible assets
Increase in the Decrease in the
Item 2007-1-1 current period current period 2007-12-31
1. Total original
price 13,548,029.84 139,335.50 --- 13,687,365.34
House , Building 1,722,829.84 139,335.50 --- 1,862,165.34
Land Use right 11,825,200.00 --- --- 11,825,200.00
II. Total amount of
accumulated
amortization --- 1,464,236.90 --- 1,464,236.90
Land Use right --- 675,836.90 --- 675,836.90
Proprietary
technology --- 788,400.00 --- 788,400.00
III.Total value of
provision for
impairment --- --- --- ---
IV. Book value of
intangible assets 13,548,029.84 --- --- 12,223,128.44
Land Use right 7,240,829.84 --- --- 6,704,328.44
Proprietary
technology 6,307,200.00 --- --- 5,518,800.00
There was no situations that result in the predicted value smaller than the book value due
to the price decline, backward technology, on legal protection and other risk factors. Therefore,
there were no prevision for impairment of intangible assets.
13. Goodwill
Items Net assets can Acquisition Price paid Recognized
be identified ratio goodwill
Shenzhen Mei Bai Nian Garment 32,115,324.60 52% 18,867,400.00 2,167,431.21
80
Co., Ltd
Shenzhen Shenfang Import and 7,387,339.99 51% 3,849,700.00 82,156.61
Export Co., Ltd.
Total -- 2,249,587.82
14. Long-term prepaid expenses
Amortization Other
Increase in
in the transfer
Items 2007-1-1 the current 2007-12-31
current
period
period
Mold 1,297,654.32 278,000.00 503,707.56 --- 1,071,946.76
Decoration costs 608,896.82 13,800.00 97,051.83 --- 525,644.99
Expenses on
equipment
improvement 53,547.19 --- 53,547.19 --- ---
Total 1,960,098.33 291,800.00 654,306.58 --- 1,597,591.75
15. Deferred income tax assets
Items of deferred income tax
2007-12-31 2007-1-1
assets
1.Provision or bad debt1 3,007,627.41 242,144.00
2. Provision for devaluation of 148,412.89
inventory 644,140.97
3. Provision for impairment of 17,514.68
fixed assets 35,029.35
4. Accrued expenses --- 273,027.26
5. Deferred revenue --- 69,000.00
Total 3,686,797.73 750,098.83
81
16. Short-term borrowings
2007-12-31 2007-1-1
Amount of Transferred to Amount of Transferred to
Items Currency
original RMB original RMB
currency currency
Secured RMB
borrowing 94,500,000.00 94,500,000.00 68,000,000.00 68,000,000.00
Secured Euro
borrowing 887,300.00 9,112,393.54 --- ---
Guarantee RMB
borrowing 2,000,000.00 2,000,000.00 5,000,000.00 5,000,000.00
Total --- 105,612,393.54 --- 73,000,000.00
As of December 31, 2007, the Company had no overdue bank borrowings.
17.Account payable
Age 2007-12-31 2007-1-1
Within 1 year 32,273,486.18 22,124,052.93
1-2 years 2,479,284.10 614,724.62
2-3 years 397,363.33 193,643.94
Over 3 years 944,394.52 750,750.58
Total 36,094,528.13 23,683,172.07
(1)As of December 31,2007, In the balance of accounts payable, there were no payables to
shareholders holding 5.00% (including 5.00%) or more of the voting right of the Company;
(2). The payables at the period end are normal procurement borrowings, the other payables which are
longer than 1 year, mainly due to the individual amount reduced, the suppliers have not provided invoices,
so it belongs to normal transaction. On account of the principle of caution, the company has suspended the
payables.
(3)Other related transactions are described in Note 9.
18. Received in advance
Age 2007-12-31 2007-1-1
Within 1 year 4,830,729.00 21,096,465.69
1-2 years 33,626.25 3,890.00
2-3 years 3,890.00 501,555.55
82
Over 3 years 238,141.18 1,769.00
Total 5,106,386.43 21,603,680.24
As of December 31,2007,In the balance of funds received in advance, there were no funds
of shareholders holding 5.00% (including 5.00%) or more of the voting right of the Company;
19.Employee salary
Amount drown in
Decrease in the
Items 2007-1-1 the current 2007-12-31
current period
period
Wages, bonuses,
allowances and subsidies 4,945,498.26 43,195,541.15 40,549,835.66 7,591,203.75
Employee welfare 3,934,112.71 1,609,222.56 5,543,335.27 ---
Social insurance premiums 343,019.36 7,059,833.17 7,059,833.17 343,019.36
Of Which: medical insurance --- 1,224,219.08 1,224,219.08 ---
Basic old-age insurance
premiums 343,019.36 5,395,439.96 5,395,439.96 343,019.36
Pension Payment --- 74,916.00 74,916.00 ---
Unemployment insurance --- 111,748.91 111,748.91 ---
Work injury insurance --- 168,759.71 168,759.71 ---
Maternity insurance --- 84,749.51 84,749.51 ---
Public reserves for
housing --- 613,129.90 610,198.90 2,931.00
Union funds and staff
education fee 764,810.81 1,153,030.82 1,101,243.12 816,598.51
Non-monetary welfare --- --- --- ---
Compensation for
cancelation of labor
relations 2,496,877.71 314,433.00 2,678,386.71 132,924.00
83
Amount drown in
Decrease in the
Items 2007-1-1 the current 2007-12-31
current period
period
Other --- --- --- ---
Of which: equity payment
by cash settlement --- --- --- ---
Total 12,484,318.85 53,945,190.60 57,542,832.83 8,886,676.62
20.Tax Payable
Taxed 2007-12-31 2007-1-1
VAT -4,755,929.00 740,013.55
Business Tax 311,624.92 410,414.35
City Construction tax 19,528.54 30,454.96
Enterprise Income tax 5,542,081.42 1,093,804.32
House property Tax 128,966.23 590,330.76
Individual Income tax 423,378.05 519,546.32
Other tax 274,297.52 28,196.03
Total 1,943,947.68 3,412,760.29
21.Dividend Payable
Name 2007-12-31 2007-1-1
Shenzhen Investment 10,000,000.00 18,118,000.00
Management Co., Ltd.
22.Other payable
Age 2007-12-31 2007-1-1
Within 1 year 15,200,547.02 25,463,054.51
1-2 years 17,169,913.67 7,742,205.43
84
2-3 years 4,670,827.27 4,327,615.44
Over 3 years 24,711,421.64 28,696,827.78
Total 61,752,709.60 66,229,703.16
(1)As of December 31,2007, in the balance of other payables, owed to the controlling
shareholder Shenzhen Investment Management Co., Ltd. RMB 2,500,000.00, except that, there
were no other payables of shareholders holding 5.00% (including 5.00%) or more of the voting
right of the Company;
(2)The contacts between the related parties are described in Note 9.
23. The non-current liabilities which will due in 1 year.
Items 2007-12-31 2007-1-1
Borrowings which will due in 1 470,000.00
year 210, 000.00
24. Special payable
Name 2007-12-31 2007-1-1
Shenzhen Finance Bureau 2,000,000.00 2,500,000.00
According to the "Notice on National Development and Reform Commission to the General Office
of the textile project management of the special funds" (Faigaiban [2006]2841), on December
22, 2006, the Company received "Textile special" funds RMB 2,000,000.00 from Shenzhen Finance
Bureau.
25. Deferred income tax liabilities
Items 2007-12-31 2007-1-1
Changes in fair value of ---
financial assets for sale 3,336,929.28
Deterred income liabilities are determined and are used to reduce public reserves according
to the book value of financial assets to be sold and the tax basis at the period end.
85
26.Stock capital
2007-1-1 Decrease in 2007-12-31
Increase in the
Proportion the current
Amount current Amount Proportion%
% period
I. Share with conditional
subscription
1.State-owned shares --- --- --- --- --- ---
2.Staee-owned legal
person shares 148,721,760.00 60.67 --- --- 148,721,760.00 60.67
3.Other domestic shares 142,128.00 0.06 --- --- 142,128.00 0.06
Of which: --- --- --- --- --- ---
Domestic legal person
shares --- --- --- --- --- ---
Domestic natural person
shares 142,128.00 0.06 --- --- 142,128.00 0.06
4.Share held by foreign
investors --- --- --- --- --- ---
Of which: --- --- --- --- --- ---
Foreign legal person
shares --- --- --- --- --- ---
Foreign natural person
shares --- --- --- --- --- ---
Total 148,863,888.00 60. 73 --- --- 148,863,888.00 60. 73
II. Shares with
unconditional
subscription
1.Common shares in 46,706,112.00 19.08 --- 46,760,112.00 19.08
86
2007-1-1 Decrease in 2007-12-31
Increase in the
Proportion the current
Amount current Amount Proportion%
% period
RMB
2.Foreign shares in
domestic market 49,500,000.00 20.19 --- --- 49,500,000.00 20.19
3.Foregin shares in
overseas market --- --- --- --- --- ---
4.Other --- --- --- --- --- ---
Total 96,206,112.00 39.27 --- --- 96,206,112.00 39.27
III. Total of capital
shares 245,124,000.00 100.00 --- --- 245,124,000.00 100.00
27. Capital reserves
Item 2007-1-1 Increase in the Decrease in the 2007-12-31
current current period
Share premium 45,286,259.45 45,286,259.45
Other capital reserve 528,315.29 62,979,868.12 44,441,372.12 15,729,882.01
Other 45,814,574.74 62,979,868.12 44,441,372.12 61,016,141.46
In the reporting period, the limit of 8,457,118 shares of Shenzhen Zhongguang Printing
& Dyeing Co., Ltd. held by the company was cancelled, and accounted according to fair value
in the financial assets for sale, the changed part of the fair value was included in the public
reserve and transferred out to investment income
28. Surplus reserve
Items Year 2007 Year 2006
I.Statutory surplus reserve
Balance at year beginning 24,779,594.34 24,779,594.34
Increase in this year 1,400,284.29 ---
87
Reduction in this year --- ---
Balance at year end 26,179,878.63 24,779,594.34
The increase of surplus reserve in each year was drown from after-tax profit, the profit
allocation plans are described in Note 7, 27.
29. Retained profits
Items Year 2007 Year 2006
Net profit 11,966,190.51 11,069,646.16
Less: loss and gain of minority
shareholders 412,090.22 6,442,938.95
Net profit belonging to the owner
of the parent company 11,554,100.29 4,626,707.21
Add:retained profit at the period
beginning 20,855,450.53 28,484,943.32
Less: drawing statutory surplus
reserve 1,400,284.29 ---
Less : payable dividends of
ordinary shares --- 12,256,200.00
Retained profits at the period end 31,009,266.53 20,855,450.53
The Company draws 10% statutory surplus reserve from after-tax profit according to company
constitution.
30. Equity of minority shareholders
minority shareholders Companies holding shares 2007-12-31 2007-1-1
Anhui Huapeng Textile Co.,
Huamao Textile Co., Ltd. Ltd 20,808,167.59 20,899,203.80
Anhui Huapeng Textile Co.,
Huamao Group Co., Ltd. Ltd 5,202,041.90 5,224,800.95
Shenzhen Shenfang Import
Hengsheng Investment Co., Ltd. and Export Co Ltd --- 3,767,543.39
Shenzhen Shenfang Lekai
China Lekai Film Group Co., Ltd. Photoelectron material Co., Ltd. 40,404,414.22 36,482,807.79
88
Shenzhen Shenfang Lekai
Photoelectronic Materials
Guotou High-tech Company Co., Ltd. 13,468,138.07 12,160,935.93
Hongkang Dahong Shenzhen Jingguang
InternationalCo., Ltd. Footwear Co., Ltd 621,851.64 1,797,217.50
Jiangxi Xuanli Yarn Industry
Employees’ equity 1,779,666.24 5,939,409.30
Co Ltd
Shenfang Group Organic Shenzhen Mei Bai Nian
Trade Union Committee Garment Co., Ltd. --- 3,853,838.95
Shenzhen Hengsheng Shenzhen Mei Bai Nian
InvestmentCo., Ltd. Garment Co., Ltd. --- 11,561,516.86
Shenzhen Mei Bai Nian
Shenzhen Mei Bai Nian
Garment Co., Ltd. Union --- 1,284,612.98
Garment Co., Ltd.
Committee
Total 82,284,279.66 102,971,887.45
31.Revenues, costs, Gross
Items Year 2007 Year 2006
I.Main business income
Domestic and foreign trade 179,011,335.60 279,287,575.60
Manufacturing 250,745,023.22 228,648,520.84
Property management, leasing 66,138,684.30 56,437,738.25
Internal offset between
industries -8,241,599.75 -6,448,707.42
Subtotal 487,653,443.37 557,925,127.27
2.Other Business income
Income from booth planning 390,000.00 ---
Material transfer, electricity 1,226,642.36 ---
Other --- 273,241.73
Subtotal 1,616,642.36 273,241.73
Total 489,270,085.73 558,198,369.00
(2)Business cost
Items Year 2007 Year 2006
1. Main business cost
89
Items Year 2007 Year 2006
Domestic and foreign trade 177,507,423.36 276,318,453.18
Manufacturing 210,926,084.43 189,180,486.94
Property management, leasing 1195200.24 ---
Internal offset -5,894,317.12 -5,078,747.74
Subtotal 383,734,390.91 460,420,192.38
2.Other business cost
Income from booth planning --- ---
Material transfer, electricit 1,155,034.15 ---
Other --- 36,430.36
Subtotal 1,155,034.15 36,430.36
Total 384,889,425.06 460,456,622.74
(3)Gross and gross rate
Items Year 2007 Year 2006
1. Gross profit from main
business 103,919,052.46 97,504,934.89
2.Other business profit 461,608.21 236,811.37
Operating Gross profit rate 21.33% 17.51%
(4)Total income and the ratio of operating income from top five clients
Items Year 2007 Year 2006
Total income from top five
clients 197,916,261.96 242,282,300.00
The ratio of operating income 40.45% 43.40%
(5)Incomes from main business are listed by region:
Main business Year 2007 Year 2006
Domestic business revenue 222,217,788.38 190,374,609.81
Foreign business income 273,677,254.74 373,999,224.88
Internal offset -8,241,599.75 -6,448,707.42
90
Total 487,653,443.37 557,925,127.27
32. Business taxes and surcharges
Items Year 2007 Year 2006
Business tax 3,282,804.21 3,036,419.52
City construction tax 341,863.41 306,464.08
Education surcharge 367,393.01 299,306.85
Consumption tax --- 3,115.71
Total 3,992,060.63 3,645,306.16
Main business taxes and additional tax standards are described in (4).
33. Cost of sales
Items Year 2007 Year 2006
Total cost of sales 17,235,392.95 17,412,520.56
Including: Wage 5,868,544.87 4,780,250.79
Welfare cost 567,919.30 430,475.15
Depreciation expense 910,226.46 904,536.62
Transportation experses 1,269,441.50 2,139,932.47
Insurance experses 334,611.60 78,599.28
Repair fee 1,331,826.04 776,613.15
Business hospitality fee 130,956.20 114,980.46
Travel fee 93,186.44 110,562.40
Office experses 149,476.60 186,579.43
Lease experses 815,670.32 801,527.97
Other 5,763,533.62 7,088,462.84
34.Management Experses
Items Year 2007 Year 2006
Total of Management experses 58,840,282.62 56,705,606.92
Including: Wage 17,681,094.41 14,928,217.82
91
Items Year 2007 Year 2006
Welfare cost -779,885.00 1,263,638.22
Depreciation expenses 8,466,813.80 7,910,562.82
Travel fee 1,895,494.50 1,695,170.36
Business hospitality fee 934,527.70 1,151,387.98
Tax 2,894,324.85 3,193,462.61
Transport expenses 1,770,882.42 1,250,862.92
Social security expenses 6,329,895.92 6,808,095.37
Housing Accoumulation fund 477,502.72 231,851.00
Labour union expenses 477,670.25 683,652.50
Employee Education expenses 567,088.19 343,551.66
Litigation expenses 2,375,201.00 ---
R& D 5,287,117.12 52,311.40
Amortizetion of Intangible assets 1,394,810.59 1,361,609.30
Amortizetion of Long-term 124,292.91 4,288,064.58
Other 8,943,451.24 11,543,168.38
The change of management cost mainly due to the increase of research and development costs,
staff wages and the lawsuit cost for Gangpeng Building, in addition, the payable welfare reduced
part of management costs.
35. Financial costs
Items Year 2007 Year 2006
Total financial expenses 7,283,913.49 5,287,043.52
Of which: Interest expense 6,091,143.04 4,304,742.50
Interest income -1,310,565.17 -590,453.78
Exchange gains and losses 2,000,124.71 1,047,660.55
other charges 503,210.91 525,094.25
The increase in borrowings resulted in the corresponding increase in interest payment.
92
36.Asset impairment losses
Items Year 2007 Year 2006
Bad debt losses 22,046,282.67 4,175,542.50
Inventory devaluation losses 11,261,798.89 2,291,439.13
Fixed asset impairment losses 859,915.81 414,063.62
Long-term equity investment
impairment losses 1,754,303.60 ---
Stock Investment --- -119,700.00
Total 35,922,300.97 6,761,345.25
A. As described in Note 7, 4, the bad account losses of impairment drown for Gangpeng
Building in this period and the provision for bad account were larger than last period;
B. The drawing of provision for impairment on the slow sale products of the subsidiaries
resulted in the change in inventory devaluation losses was larger than that of last period.
37. Investment income
Items Amount of the current Amount in the same
period period of last year
Income from the sale of financial assets for ---
sale 40,465,440.16
Income from the sale of transactional 1,958,151.34
financial assets ---
Amortization of equity investment variance --- -688,999.94
Accounting loss and gain adjustment by -4,577,914.93
equity method -9,226,052.79
Accounting dividend by cost method 4,399,018.49 5,044,573.56
Income from equity disposal -21,010.00 ---
Total 35,617,395.86 1,735,810.03
A. In the reporting period, the sale limit of 8,457,118 shares of Shenzhen Zhongguang Textile
Printing & Dyeing Co., Ltd. was canceled, and accounted according to fair value of financial
assets for sale, the part of change of fair value should be included in capital reserve according
to the investment income transferred out from public reserve, which resulted in the change
93
of investment income in this period was larger.
B. The company carried out the new standards in this period, the cost will be recognized in
accordance with relevant provisions in the new guidelines making the balance of long-term equity
investment as the cost on the first implementation day, the equity investment difference at
credit will no longer be amortized.
38. Non-operating income
Items Year 2007 Year 2006
Government grants 505,448.75 3,078,862.50
Income from liquidation of fixed asset 189,329.22 1,224.00
Other incomes 87,148.97 747,436.14
Total 781,926.94 3,827,522.64
39. Non-operating expenses
Items Year 2007 Year 2006
Disposal of net loss of fixed assets 64,852.40 73,872.29
Donation expenses --- 63,000.00
Fine expenses 16,681.06 39,927.19
Other expenses 16,990.58 17,999.68
Total non-operating expenses 98,524.04 194,799.16
40. Income tax expenses
Items Year 2007 Year 2006
Total profits 17,407,508.77 13,298,457.36
Current income tax expenses 8,353,724.34 2,389,028.18
Deferred income tax expenses -2,912,406.08 -160,216.98
Ratio of Current income tax expense
to total profits 47.99% 13.72%
Total 5,441,318.26 2,228,811.20
41.Minority shareholder loss
94
Name Shareholding Company 2007-12-31 2007-1-1
Anhui Huapeng Textile Co.,
Huamai Textile Co., Ltd. Ltd 414,712.45 571,757.40
Anhui Huapeng Textile Co.,
Huamao Group Co., Ltd. Ltd 103,678.12 142,939.36
Shenzhen Hengsheng Shenzhen Shenfang Import
InvestmentCo., Ltd. and Export Co., Ltd. --- 791,678.81
China Lekai Film Group Shenzhen Shenfang Lekai
Company Photoelectron material Co., Ltd. 3,921,606.43 3,020,273.24
Shenzhen Shenfang Lekai
Photoelectronic Materials
Guotou High –tech Company Co., Ltd. 1,307,202.14 1,006,757.75
Hongkong Dahong International
Shenzhen Jingguang
Co., Ltd. Footwear Co., Ltd -1,175,365.86 -87,217.32
Jiangxi Xuanli Yarn Industry
Employees’ equity Co., Ltd -4,159,743.06 -1,478,085.46
Shenfang Group Organic Shenzhen Mei Bai Nian
Trade Union Committee Garment Co., Ltd. --- 571,115.81
Shenzhen Hengsheng Investment Shenzhen Mei Bai Nian
Co., Ltd. Garment Co., Ltd. --- 1,713,347.42
Shenzhen Mei Bai Nian
Garment Co., Ltd. Union Shenzhen Mei Bai Nian
Committee Garment Co., Ltd. --- 190,371.94
合计 412,090.22 6,442,938.95
42. Other cash paid relating to operating activities
Items Year 2007 Year 2006
Business hospitality 1,065,483.90 1,266,368.44
Travel fee 1,988,680.94 1,805,732.76
Insurance premium 693,912.29 685,472.05
Postal communication fee 1,134,350.37 311,905.42
Rental fee 1,013,889.32 801,491.29
95
Items Year 2007 Year 2006
Transportation cost 1,269,441.50 2,139,932.47
Social security charge 6,329,895.92 6,808,095.37
R&D 5,287,117.12 52,311.40
Lawsuit cost 2,375,201.00
Other 5,985,977.40 4,776,019.59
Total 27,143,949.76 18,647,328.79
43. Other cash received relating to financing activities
Items Year 2007 Year 2006
Borrow money from controlling
shareholders 30,000,000.00 ---
Government subsidies --- 2,000,000.00
Total 30,000,000.00 2,000,000.00
44. Other cash paid relating to financing activities
Items Year 2007 Year 2006
Return borrowing to controlling
shareholders 37,500,000.00 ---
Total 37,500,000.00 ---
46. Cash and cash equivalents
Items 2007-12-31 2006-12-31
I. Cash 124,908,748.97 78,863,152.16
Of which: Cash in stock 502,271.31 733,302.13
Bank deposits which can be readily available
for payment 103,381,263.65 74,850,937.70
Other currencies with designated use 21,025,214.01 3,278,912.33
II. Cash equivalents --- ---
Of which: bond investments which will due in --- ---
96
three months
III. Balance of cash and cash equivalents at the
period end 124,908,748.97 78,863,152.16
Of which: cash and cash equivalents which are
limited to use --- ---
Note 8. Notes to main items of financial statements of the parent company
1. Other receivables
(1). Other receivables at different levels are as follows:
2007-12-31
Book balance Provision for bad debts
Items
Proportion Proportion
Amount Amount
(%) (%)
Receivables with large
individual amount. 70,409,556.83 96.56% 15,923,154.63 95.95%
Receivables without large
individual amount, but with
great risk after combined
according to risk
characteristics 181,285.83 0.25% 181,285.83 1.09%
Other minor receivables 2,325,975.35 3.19% 491,623.49 2.96%
Total 72,916,818.01 100.00% 16,596,063.95 100.00%
A. 500,000 or more as the single amount major standard.
B. Details of other receivables with big individual amount which have been drown provision
for bad debt are as follows:
Provision for
Debtor Book balance Reasons
bad debt
97
Chengdu Gangpeng Real Estate
Note ①
Development Co., Ltd. 20,783,000.00 12,774,650.00
expect not to be
Dahong International Company 2,569,803.90 2,569,803.90 recovered
Nanshan Municipal Matching 748,624.19 49,862.42 Normal contacts
Xinfang Knitting Plant 576,766.15 28,838.31 Normal contacts
Tianlong Industry and Trade The expired related
Company 500,000.00 500,000.00 borrowings
Total 25,178,194.24 15,923,154.63
① On September 25, 2003, the company and Chengdu Gangpeng Real Estate Development Co., Ltd.
signed a Contract of Sale of Commercial Housing and purchased five sets of shopping malls,
the payment has been included in inventory, but Chengdu Gangpeng Real Estate Development Co.,
Ltd. has not handled the necessary procedures. In the reporting period, the company initiated
a lawsuit to Chengdu Gangpeng Real Estate Development Co., Ltd. According to the (2007)-Chuan
No. 31 civil mediation issued by Sichuan Higher People's Court, the both party would like to
cancel the above contract, Chengdu Gangpeng Real Estate Development Co., Ltd. shall return
the funds for the housing and pay the interest, Chengdu Gangpeng Real Estate Development Co.,
Ltd. has stopped its business, the existing asset Guangpeng Building is in auction, the company
converts the recoverable amount according to the possible price to be traded, the difference
will be accounted as provision for bad debt.
C. The accounts receivable with small single-item amount that have the sign of impairment as
shown by clear evidences are listed as accounts receivable with small single-item amount that
have big risks after combination according to risk characteristics. 。The details are as
follows:
Name of debtor Original value Provision for bad debts Reason for provision
Xing Zhenhua Long-term open
account that can not be
65,000.00 65,000.00
recovered
Light Textile Industrial Long-term open
and Trading Company account that can not be
116,285.83 116,285.83
recovered
Total
181,285.83 181,285.83
(2). Other receivables by aging are as follows:
98
2007-12-31 2007-1-1
Age Amount Proportion Provision for Amount Proportion Provision for
(%) bad debts (%) bad debts
Within 1 year 68,066,982.88 93.35% 12,947,771.01 23,577,037.64 64.28% 32,775.36
1-2 years 546,641.19 0.75% 108,477.82 7,215,675.62 19.67% 53,283.78
2-3 years 851,651.10 1.17% 255,495.33 233,578.40 0.64% 11,678.92
Over 3 years 3,451,542.84 4.73% 3,284,319.79 5,654,949.11 15.42% 2,465,227.32
Total 72,916,818.01 100.00% 3,821,413.95 36,681,240.77 100.00% 2,562,965.38
(3). The amount of top five debtor was RMB58,172,414.49, accounting for 81.63% of the total,
RMB 58,172,414.49 within one year, accounting for81.63%;
2. Long-term equity investment
2007-1-1 2007-12-31
Items Amount Provision Increase in Decrease in the Amount Provision
for bad the current current本期减少 for bad
debts debts
Stock Provision
Invest for bad debts
ment 14,831,681.50 10,063,970.42 31,312,695.43 14,831,681.50
Subsid
iaries 127,383,535.60 --- 22,717,100.00 150,100,635.60 ---
Joint
enterp
rise 8,520,167.35 --- 474,337.14 2,196,377.76 6,798,126.73 ---
Associ
ated
enterp 14,035,798.23 --- 50,619.83 7,554,632.00 6,531,785.96 ---
99
rise
Other
investment 51,704,509.97 23,958,307.01 6,330,000.00 45,374,509.97 23,612,610.61
Total 243,020,677.00 38,789,988.51 23,242,056.97 26,144,980.18 240,117,753.69 38,444,292.11
(1)Names of joint enterprise and main financial information
Ratio of Total
voting Total net business
Sharehol Net profit
right of asset at income of
dings of the
Register Nature of the the period the
Name of units invested ratio of current
ed place business company end current
the period
in the (RMB’0000 period
company (RMB’0000)
invested ) (RMB
unit ‘0000)
Shenzhen Trademark Shenzhen Service
instrity
Co. Ltd. 50.00% 50.00% 575.76 125.41 64.57
Shenzhen Tianlong Shenzhen Tuade
Industry and Trade Co.,
Ltd. 50.00% 50.00% -249.28 1,165.04 -669.39
Shenzhen Xieli Shenzhen Manufacturin
g
Automobile Co., Ltd 50.00% 50.00% 581.50 153.78 32.70
(2)(2). Name of associated enterprises and main financial information
Ratio of Total
voting Total net business Net profit
Shareholdi right of asset at income of of the
Register Nature of ngs ratio the the period the current
Name of units invested
ed place business of the company end current period
company in the (RMB’000 period (RMB’0000
invested 0) (RMB )
unit ‘0000)
Shenzhen Changlianfa Shenzhen Service 425.47 54.47 12.58
instrity
Printing and dyeing
Company 40.25% 40.25%
100
Ratio of Total
voting Total net business Net profit
Shareholdi right of asset at income of of the
Register Nature of ngs ratio the the period the current
Name of units invested
ed place business of the company end current period
company in the (RMB’000 period (RMB’0000
invested 0) (RMB )
unit ‘0000)
Jordan Garnent Factory Jordan Manufacturin USD188.62 USD514.10 -28.62
g 35.00% 35.00%
Hengshun ( Saipan ) Cypriot Manufacturin 35.00% 35.00% USD-1.90 USD420.02 UDS-225.91
Industry Co., Ltd. g
(3). Details of equity investments are as follows
Units invested Type Amount Proportion December 31,2007
Shenzhen Jintian Industry Co., Ltd. Legal 12,274,497 4.00% 14,831,681.50
person
shares
Shenzhen Victor Onward Textile Legal 13,822,369 8.17% 16,481,013.93
Industrial Co., Ltd. person
shares
Total 31,312,695.43
The limit sale of 8,457,118 shares of Shenzhen Zhongguan Textile& Printing Co., Ltd. held
by the Company were canceled, and were converted to the financial assets for sale.
(4)Investments accounted by method of equity are listed as follows
Ratio Balance at Increase in Decrease in Balance at
held Original period the current the current the period
investment beginning period. period. end
101
Shenzhen Trademark
Factory Co. Ltd. 2,040,102.73 3,301,132.54 322,827.88 --- 3,623,960.42
Shenzhen Tianlong
Industry and Trade Co.,
Ltd. 850,000.00 2,196,377.76 --- 2,196,377.76 ---
Shenzhen Xieli
Automobile Co., Ltd. 1,529,483.67 3,022,657.05 151,509.26 --- 3,174,166.31
Shenzhen Changlianfa
Printing and dyeing
Company 40.25% 2,524,500.00 1,661,932.03 50,619.83 --- 1,712,551.86
Jordan Garnent Factory
7,240,625.00 5,985,275.29 --- 1,166,042.09 4,819,234.20
Hengshun ( Saipan )
Industry Co., Ltd.
8,228,350.00 6,388,590.91 --- 6,388,590.91 ---
Total 22,413,061.40 22,555,965.58 524,956.97 9,751,010.76 13,329,912.69
(5)Investments accounted by the cost method are listed as follows
Ratio Decrease
held Balance at Increase in in the Balance at
Original period the current current the period
investment beginning period. period. end
Shenzhen Jinlan Decorative 90.00%
Articles Industrial Co., Ltd. 5,470,000.00 5,470,000.00 --- --- 5,470,000.00
Shenzhen Lisi Industrial Co., Ltd 90.68% 6,666,132.60 6,666,132.60 --- --- 6,666,132.60
102
Ratio Decrease
held Balance at Increase in in the Balance at
Original period the current current the period
investment beginning period. period. end
Shenzhen Mei Bai Nian Garment 100.00%
Co., Ltd. 30,867,400.00 12,000,000.00 18,867,400.00 --- 30,867,400.00
Shenzhen Shenfang Import and 100.00%
Export Co., Ltd. 6,299,700.00 2,450,000.00 3,849,700.00 --- 6,299,700.00
Shenzhen Huaqiang Hotal 95.00% 14,623,003.00 14,623,003.00 --- --- 14,623,003.00
Shenzhen Shenfang Property 93.75%
Management Co., Ltd. 1,600,400.00 1,600,400.00 --- --- 1,600,400.00
Shenzhen Zhongxing Fibre Folds 75.00%
Cotton Clothing Ornament Co.,
Ltd. 1,260,000.00 1,260,000.00 --- --- 1,260,000.00
Anhui Huapeng Textile Co., Ltd. 50.00% 25,000,000.00 25,000,000.00 --- --- 25,000,000.00
Shenzhen Jingguang Footwear 70.00%
Co., Ltd 5,040,000.00 5,040,000.00 --- --- 5,040,000.00
Jiangxi Xuanli Yarn Industry Co., 63.87%
Ltd. 12,774,000.00 12,774,000.00 --- --- 12,774,000.00
Shenzhen Shenfang Lekai 48.00%
Photoelectronic Materials Co.,
Ltd. 40,500,000.00 40,500,000.00 --- --- 40,500,000.00
Total 计 127,383,535.60 22,717,100.00 --- 150,100,635.60
(6)Investments accounted by the cost method are listed as follows
103
Ratio Balance at Increase in Decrease in Balance at
held Original period the current the current the period
investment beginning period. period. end
Shenzhen Hengsheng 19.58%
Investment Co., Ltd. 4,230,000.00 4,230,000.00 --- 4,230,000.00 ---
Chengdu huangjia 15.00%
entertainment center 2,100,000.00 2,100,000.00 --- 2,100,000.00 ---
Shenzhen Jiafeng Textile 10.80%
Co., Ltd. 16,800,000.00 16,800,000.00 --- --- 16,800,000.00
Shenzhen Guanhua 45.00%
Prnting and dyeing Co.,
Ltd. 5,491,288.71 5,491,288.71 --- --- 5,491,288.71
Shenzhen Union Textile 2.87%
Group Co., Ltd. 2,600,000.00 2,600,000.00 --- --- 2,600,000.00
Shenzhen Xiangjiang 20.00%
Leather Produce Co., Ltd. 160,000.00 160,000.00 --- --- 160,000.00
Shenzhen Xinfang 20.00%
Knitting Co., Ltd. 524,000.00 524,000.00 --- --- 524,000.00
Hongkong Yehui 17.85%
International Co., Ltd. 2,392,914.37 2,392,914.37 --- --- 2,392,914.37
Shenzhen South Textile
Co., Ltd. 50.00% 8,906,070.41 10,918,255.05 --- --- 10918255.05
Shenzhen Dailisi Knitting 30.00%
Co., Ltd. 532,062.50 2,559,856.26 --- --- 2559856.26
104
Hongkong Dahong 100.00%
International Co., Ltd. 10,600.00 1,451,653.84 --- --- 1,451,653.84
Shenzhen Fengsheng 100.00%
Costume Co., Ltd. 4,123,077.16 1,778,004.61 --- --- 1,778,004.61
Shenzhen Fenghua 75.00%
Ribbon Co., Ltd. 6,322,500.00 698,537.13 --- --- 698,537.13
Total 51,704,509.97 --- 6,330,000.00 45,374,509.97
A. The company held shares of Zhenzhen Huadong Electronics Co., Ltd. and Shenzhen Dalisi
Knitting Co., Ltd respectively 50.00% and 30.00%, because the two companies have been contracted
by other shareholders, the company adopted the method of cost accounting;
B. The company held shares of Hong Kong Dahong International Co., Ltd, Zhenzhen Fengsheng
Costume Co., Ltd. and Shenzhen Fenghua Ribbon Factory Co., Ltd respectively 100%,100% and
75%, because the companies have stopped their business for a long time and have entered
liquidation proceedings, therefore, they are not included in the scope of consolidation.
C. The company held shares of Shenzhen Guanhua Printing and dyeing Co., Ltd. 45%, because
the company has stopped its business for a long time, therefore, the company adopted the method
of cost accounting and drew the provision for devaluation.
(6)Provision for impairment of long-term investments
December Increase in Transfer in December
Units invested 31,2006 the current or transfer 31,2006 Reasons
period out in the
current
period
The company's
Shenzhen Jintian 14,831,681.50 --- --- 14,831,681.50
net assets were
Industry Co., Ltd negative
105
Write off in
Chengdu huangjia 2,100,000.00 --- 2,100,000.00 ---
the current
entertainment center period
Shenzhen Jiafeng Textile The company is
16,800,000.00 --- --- 16,800,000.00
being
Co., Ltd.
liquidating
Shenzhen Guanhua Prnting The company is
5,058,307.01 --- --- 5,058,307.01
being
and dyeing Co., Ltd.
liquidating
Hongkong Dahong Enter liquidation
--- 1,451,653.84 --- 1,451,653.84
procedings
International Co., Ltd.
Shenzhen Fengsheng Enter liquidation
--- 25,535.56 --- 25,535.56
procedings
Costume Co., Ltd.
Shenzhen Fenghua Ribbon Enter liquidation
--- 277,114.20 --- 277,114.20
procedings
Co., Ltd.
Total 38,789,988.51 1,754,303.04 --- 38,444,292.11
3. Property Investment
Increase in the Decrease in the 2007-12-31
current period current period
Type 2007-1-1
I.Cost
1.House, Building 189,163,884.56 --- --- 189,163,884.56
2.self housing
renovation 1,817,038.92 3,542,792.95 --- 5,359,831.87
Total 190,980,923.48 3,542,792.95 --- 194,523,716.43
106
II.Accumulative
depreciation
1.House, Building 56,799,886.32 4,854,954.88 --- 61,654,841.20
2.self housing
renovation 449,935.39 422,976.37 --- 872,911.76
Total 57,249,821.71 5,277,931.25 --- 62,527,752.96
III. Devalue Provision
1.House, Building --- --- --- ---
2.Land Use right --- --- --- ---
IV. Book Value
1.House, Building 132,363,998.24 --- --- 127,509,043.36
2.Land Use right 1,367,103.53 --- --- 4,486,920.11
Total of book value 133,731,101.77 --- --- 131,995,963.47
4.Fixed assets ,Accumulative depreciation and Devalue Provision of fixed assets
Increase in the Decrease in the
Items 2007-1-1 current period current period 2007-12-31
Fixed assets cost
House, Building 49,549,709.20 101,594.91 54,638.94 49,596,665.17
Machinery equipment 970,025.00 --- --- 970,025.00
Electronic equipment 553,970.90 263,687.90 --- 817,658.80
Transport equipment 2,252,381.00 515,500.00 1,835,330.00 932,551.00
self housing
renovation 10,057,694.87 1,356,796.14 --- 11,414,491.01
Total 63,383,780.97 2,237,578.95 1,889,968.94 63,731,390.98
Accumulative
107
Increase in the Decrease in the
Items 2007-1-1 current period current period 2007-12-31
depreciation
House, Building 16,243,871.03 972,538.33 5,167.28 17,211,242.08
Machinery equipment 619,346.25 93,122.40 --- 712,468.65
Electronic equipment 199,119.47 66,904.99 --- 266,024.46
Transport equipment 2,048,781.99 58,066.02 1,769,936.70 336,911.31
self housing
renovation 3,495,462.31 778,327.08 --- 4,273,789.39
Total 22,606,581.05 1,968,958.82 1,775,103.98 22,800,435.89
Devalue Provision --- --- --- ---
Devalue Provision 235,233.62 --- --- 235,233.62
Net fixed assets 40,541,966.30 --- --- 40,695,721.47
(1) The company has no temporarily idle fixed assets
(2) The transfer and scrap of fixed assets in the current period RMB 1,889,968.94.
(3). The ownership of fixed assets of the Company is unrestricted, the mortgage loans in the current
period described are in Note 10;
6. Revenues, costs, gross
(1)Business income
Items Year 2007 Year 2006
1Main business income
Domestic and foreign trade 1,803,878.28 20,878,898,.43
Property management,
leasing 41,094,618.94 34,753,661.93
Subtotal 42,898,497.22 55,632,560.36
2. Other income
Other 1,148,103.59 ---
Subtotal 1,148,103.59 ---
108
Items Year 2007 Year 2006
Total 44,046,600.81 55,632,560.36
(2)Business cost
Items Year 2007 Year 2006
Main business cost
Domestic and foreign trade 1,803,072.16 19,852,430.02
Property management,
leasing --- ---
Subtotal 1,803,072.16 19,852,430.02
2. Other income
Other 1,148,103.61 ---
Subtotal 1,148,103.61 ---
Total 2,951,175.77 19,852,430.02
(3)Gross and Gross Rate
Items Year 2007 Year 2006
1.Main business gross 41,095,425.06 35,780,130.34
2.Other business gross -0.02 ---
Total 41,095,425.04 35,780,130.34
(4). Current main business of the Company and the main business income greater cost reduction,
is the main reason: Most of the trading business will be transferred to the subsidiary of the
Company, Shenzhen Textile Import and Export Shenzhen Company Limited.
(5). Property management, leasing of the main business costs, such as wages, depreciation,
maintenance and other costs of the accounting period, the company failed to separate accounts
statements.
Note 9. Relationships of related parties and transactions
1. The related parties with controlling relationships.
(1). Shareholders of the company with controlling relationships
109
Names of associated companies Register Legal Relationship Equity
ed place representative with the ratio %
company
Shenzhen Investment Management Shenzhen Chen Hongbo Major 60.67
Co., Ltd. shareholders
of the Company
(2)Information of shareholders of the company with controlling relationships
Names of Register Legal
Registered
associated ed place representa Business scope
capital
companies tive
Shenzhen Shenzhen Chen 4000. million Provide guarantee for
Investment Hongbo state-owned enterprises;
Management Co., manage the state-owned equity
Ltd. besides the enterprises
supervised by municipal
Assets Commission; carry out
asset restructure, reform and
capital operation;
Investment; other business
authorized by municipal
Assets Commission.
(3)Subsidiary with controlling relationships
Names of associated companies Register Legal Relationship Equity
ed place representati with the ratio %
ve company
Shenzhen Jinlan Decorative Articles Industrial Shenzhen Zhang Hong Subsidiaries 100.00%
Co., Ltd.
Shenzhen Lisi Industrial Co., Ltd Shenzhen Zhu Jun Subsidiaries 100.00%
110
Names of associated companies Register Legal Relationship Equity
ed place representati with the ratio %
ve company
Shenzhen Mei Bai Nian Garment Co., Ltd. Shenzhen Wang Bin Subsidiaries 100.00%
Shenzhen Textile Imports and exports Shenzhen Wang Bin Subsidiaries 100.00%
Co., Ltd.
Shenzhen Huaqiang Hotel. Shenzhen Zhu Jun Subsidiaries 100.00%
Shenfang Property Management Shenzhen Wang Bin Subsidiaries 100.00%
Co., Ltd.
Shenzhen Zhongxing Fibre Folds Shenzhen Feng Junbin Subsidiaries 75.00%
Cotton Clothing Ornament Co., Ltd.
Anhui Huapeng Textile Co., Ltd. Anhui Hua Subsidiaries 50.00%
Guanxiong
Shenzhen Jingguang Footwear Co., Ltd. Shenzhen Feng Junbin Subsidiaries 100.00%
Jiangxi Xuanli Yarn Industry Co., Ltd. Jianghui Gao Guoshi Subsidiaries 63.87%
Shenzhen Shenfang Lekai Shenzhen Guan Tongke Subsidiaries 47.95%
Photoelectronic Materials Co., Ltd.
Shenzhen Fengsheng Garment Co., Shenzhen Feng Junbin Subsidiaries 75.00%
Ltd.
Hongkong Dahong International Co., Ltd. Hongkon Zhang Hong Subsidiaries 100.00%
g
Shenzhen Fenghua Ribbon Factory Shenzhen
Zhou Dadong Subsidiaries 75.00%
Co., Ltd.
The current purchase of the Company to Shenzhen City in the United States and other
centuries Garment Limited minority shareholders bought US centuries Garment Limited 52% stake
in the end of a centuries-US Garment Limited stake to 100%, the Company to purchase the current
111
Shenzhen City Textile Import & Export Co. Ltd. bought the other minority shareholders Shenzhen
Textile Import & Export Co. Ltd. 52% stake holders of the end of the Shenzhen Municipal Textile
Import & Export Co. Ltd. stake to 100%.
(4). Existence of related-party control of the registered capital and its changes
Name Increase Decrease
Balance at in the in the
period current current Balance at the
beginning period. period. period end
Shenzhen Jinlan Decorative Articles 4,000,000.00 --- --- 4,000,000.00
Industrial Co., Ltd.
Shenzhen Lisi Industrial Co., Ltd 2,360,000.00 --- --- 2,360,000.00
Shenzhen Mei Bai Nian Garment Co., 25,000,000.00 --- --- 25,000,000.00
Ltd.
Shenzhen Shenfang Import and Export 5,000,000.00 --- --- 5,000,000.00
Co., Ltd.
Shenzhen Huaqiang Hotal 10,005,300.00 --- --- 10,005,300.00
Shenzhen Shenfang Property 1,600,000.00 --- --- 1,600,000.00
Management Co., Ltd.
Shenzhen Zhongxing Fibre Folds 1,680,000.00 --- --- 1,680,000.00
Cotton Clothing Ornament Co., Ltd.
Anhui Huapeng Textile Co., Ltd. 50,000,000.00 --- --- 50,000,000.00
Shenzhen Jingguang Footwear Co., Ltd 7,200,000.00 --- --- 7,200,000.00
Jiangxi Xuanli Yarn Industry Co., Ltd. 20,000,000.00 --- --- 20,000,000.00
Shenzhen Shenfang Lekai 78,000,000.00 --- --- 78,000,000.00
Photoelectronic Materials Co., Ltd.
112
Name Increase Decrease
Balance at in the in the
period current current Balance at the
beginning period. period. period end
Shenzhen Fengsheng Costume Co., HKD6,670,000.00 --- --- HKD6,670,000.00
Ltd.
Hongkong Dahong International HKD10,000.00 --- --- HKD10,000.00
Co., Ltd.
Shenzhen Fenghua Ribbon Co., HKD11,240,000.00 --- --- HKD11,240,000.00
Ltd.
2. No related-party control of the situation
Shenzhen Trademark Co. Ltd.
Shenzhen Tianlong Industry and Trade Co., Ltd.
Shenzhen Xieli Automobile Co., Ltd
Name Relation
Shenzhen Tianlong Industry and Trade Co., Ltd. Affiliated company
Shenzhen Shenhu Knitting Co., Ltd. Affiliated company
Hengshun (Saipan)Co., Ltd.
Affiliated company
Shenzhen Xiangjiang Leatter Product Co., Ltd. Affiliated company
Shenzhen Xinfang Knitting Co., Ltd. Affiliated company
Hongkong Yehui International Co., Ltd. Affiliated company
Shenzhen Changlianfa Printing and dyeing Co., Ltd. Affiliated company
Shenzhen Trademark Co. Ltd. Affiliated company
Shenzhen Xieli Automobile Co., Ltd Affiliated company
113
3. Related-party transactions and related contacts
Pricing policy
The companies associated with the purchase and sale of the company's activities under the
contract price (close to the market price) settlement with the company is borrowing money
lending activities by contract (close to normal interest rates for bank loans) the interest
rate settlement.
(2)Trading activities
Associated company names / period Amount at current Amount in the same
period period of last year
Sale of goods
Shenzhen Tianlong Industry and Trade Co., Ltd. 9,490,041.26 11,140,496.75
Interest charged
Shenzhen Tianlong Industry and Trade Co., Ltd. --- 35,885.02
Shenzhen Xiangjiang Leatter Product Co., Ltd. --- 2,172.79
(3)Correlated contacts
Name 2007-12-31 2007-1-1
Accounts receivable
Shenzhen Tianlong Industry and Trade Co., Ltd. 2,532,225.79 2,053,196.72
Other receivable
Shenzhen Xinfang Knitting Co., Ltd. 576,766.15 ---
Shenzhen Tianlong Industry and Trade Co., Ltd. 500,000.00 500,000.00
Other receivable
Shenzhen Xinfang Knitting Co., Ltd. --- 1,602,519.84
Shenzhen Changlianfa Printing and dyeing Co., 480,160.47 527,600.47
Ltd.
Hongkong Yehui International Co., Ltd. --- 352,735.71
Hongkong Dahong International Co., Ltd. 2,569,803.90 2,495,603.90
Shenzhen Investment Management Co., Ltd. 2,500,000.00 10,000,000.00
114
Shenzhen Trademark Co. Ltd. 3,353,868.07 3,003,868.07
Shenzhen Xieli Automobile Co., Ltd 13,128.00 13,128.00
Note 10. Contingent events
As of December 31, 2007, mainly mortgaged assets was as follows:
Names of mortgaged goods Area (m2) loan bank
Basement of Shenfang Building,Floor 1 - 6-, 25,048.82 Shenzhen Branch of Bank of
18,19,20,22, 23, complex building China
C-901、C-902 Nanyang Building 170.43 Shenzhen Branch of Bank of
China
Floor 1, Fengfang Road No. 13 1,032.29 Shenzhen Branch of Bank of
China
Floor 1, Block 3, No. 8 Yard, Tianbei 2 Road 537.23 Shenzhen Branch of Bank of
China
2 Except the contingent events disclosed above, the company had no major contingent events
to be disclosed.
Note 11. Events after balance sheet date
On February 3, 2008, the company, Shenzhen Huadong Electronics Co., Ltd. and Shenzhen Longgang
District Nanwan Nanlin Community signed a Transfer Agreement, Nianlin Village bought 26,600
square meters land use right and the buildings on the land of the company and Huadong Company,
of which, the company owns land use right 10,400 square meters, and Huadong Company owns land
use right 16,200 square meters and the buildings on the land, the transfer price is RMB X yuan.
The transfer income of the company 35.6725 million, the net income after tax is 14.8 million
(the accurate data will determined after the approval of tax by tax authoritie)
Note 12. Commitment events of the company
By the date of the statement, the company has no commitment events to be disclosed.
Note 13. Additional information
1、1. Consolidation of non-recurrent loss and gain
Items Year 2007 Year 2006
Loss and gain from disposal of non-current assets 40,589,916.98 -72,648.29
115
Items Year 2007 Year 2006
Government subsidies included in the current loss and
gain 505,448.75 3,093,610.29
Other non-operating net income besides the above
items -120,820.61 611,761.48
Total of non-recurring gains and losses 40,974,545.12 3,632,723.48
Less:Income 6,151,830.20 -87,606.05
Minority shareholder gains and loss -23,950.90 2,230,540.72
Non-recurring gain and loss after deducting income
tax and gain and loss of minority shareholders 34,846,665.82 1,489,788.81
.2. Parent Company of non-recurrent loss and gain
Items Year 2007 Year 2006
Loss and gain from disposal of non-current assets 40,610,305.12 -41,590.18
Other non-operating net income besides the above
items 85,648.97 672,462.87
Total of non-recurring gains and losses 40,695,954.09 630,872.69
Less:Income 6,104,393.11 94,630.90
Non-recurring gain and loss after deducting income
tax and gain and loss 34,591,560.98 536,241.79
3. Adjustment table of equity difference at the period beginning according to the new
standards.
(1). Adjustment table of consolidated equity difference at the period beginning according
to the new standards
116
Balance
disclosed in Original balance
2007 annual disclosed in 2006
No Items report annual report Difference Note
Shareholders’ equity on December 31, 2006
Enterprises Accounting Standards 338,389,884.78 338,389,884.78 --- ---
1 Long-term equity investment differences --- --- --- ---
Including : Long-term equity investment --- --- --- ---
differences due to business conmbination
under same control
Other credit balance existed in the --- --- --- ---
long-term equity investment arising from
adoption of equity method
Investment real estate which plans to take
2 fairvalue mode for calculation --- --- --- ---
The previous depreciation which should be --- --- --- ---
3 made up for calculation because of the
projected fee for discarding assets
Employee termination indemmity See
4 accordingwith projected liability -2,265,026.71 -3,220,335.00 955,308.29 ①
5 Share-based payment --- --- --- ---
Restructure obligation according with
6 projected liability --- --- --- ---
7 Enterprise merger --- --- --- ---
Including : devaluation reserve of goodwill
calculated on the basis of the book value of
the goodwill of the merger enterprise under
the same control --- --- --- ---
according to the new accounting standard --- --- --- ---
Financial asset and financial asset available --- --- --- ---
for sale which are calculated with fair value
8
and whose change is written into the current
gains and losses
Financial asset and financial liability --- --- --- ---
9
availablefor sale which are calculated with
117
Balance
disclosed in Original balance
2007 annual disclosed in 2006
No Items report annual report Difference Note
fair value and whose change is written into
the current gains and losses
Equity increase arising from spin-off
10 financialinstrument --- --- --- ---
11 Derived financial instrument --- --- --- ---
12 Income tax 455,229.21 9,279,445.82 -8,824,216.61 see②
13 Minor shareholders’ equity 102,965,419.78 103,969,172.49 -1,003,752.71 see③
14 Other --- --- --- ---
The Shereholders’ equity on January 1 , 2007
(the New accounting standard) 439,545,507.06 448,418,168.09 -8,872,661.03 ---
①. The data of dismiss welfare disclosed in 2006 annual report was wrong, and was adjusted
in the current period;
②. The deterred income tax disclosed in 2006 annual report was wrong, the Company made adjustment
on deterred income taxes which do not meet the confirmation conditions;
③ The equity of the minority shareholders brought from above accounting treatment disclosed
in 2006 annual report, should be adjusted in the current period together with the equity of
minority shareholders under the old standards.
(2)Compilation basis.
Difference adjustment sheet is compiled according to "Accounting Standards for Business
Enterprises No. 38 - the first time the implementation of Accounting Standard for Business
Enterprises" issued by Finance Department, and the notice of "Accounting Standard for Business
Enterprises No. 1" and "Quiz No. 7 of information disclosure norms for companies publicly
issuing securities – preparation and disclosure old of comparison financial accounting of
new and old accounting standards during the transition period and"(SFC word [2007] 10), in
accordance with the company characteristics and specific situation, making the 2006 (Merger)
Financial statements as the foundation, and based on the principle of the importance. For the
situations not identified in Article 5 of Article 19 of "Accounting Standards for Business
Enterprises No. 38 - the first time the implementation of Accounting Standard for Business
Enterprises", the difference adjustment sheet should be compiled according to the following
principles: upon the preparation of consolidated statements, the company adjusted the equity
of minority shareholders in accordance with the new accounting standards, and independently
reflected in difference adjustment sheet.
118
(3) Statement of adjustment events
Equity difference adjustment statement was in accordance with "Accounting Standards for Business
Enterprises No. 38 - the first time the implementation of Accounting Standard for Business
Enterprises" and "Notice", increased deterred income tax RMB 455,229.21, and increase equity
RMB 455,229.21; and according to dismiss plan, prepaid staff dismiss welfare and increased
payable staff salary RMB 2,265,026.71, reduced equity RMB 2,265,026.71, and included equity of
minority shareholders to owners’ equity and increased equity 102,965,419.78.
4.Comparative profit statement of new and old standards in 2006.
(1) .2006 for a profit report compared the old and new criteria for merger
Items Adjustment Before Adjustment after
Management expenses 60,907,561.84 56,705,606.92
Asset impairment losses --- 6,761,345.25
Investment income 1,855,510.03 1,735,810.03
Non-operating expenses 608,862.78 194,799.16
Income tax expenses 2,389,028.18 2,228,811.20
Gain/loss to minority shareholders 6,449,854.00 6,442,938.95
Net profit attributable to owner’s
parent Company 6,724,601.89 4,626,707.21
(2). Compilation basis
Comparison profit statement is accordance with "Accounting Standards for Business Enterprises
No. 38 - the first time the implementation of Accounting Standard for Business Enterprises",
and the notice of "Accounting Standard for Business Enterprises No. 1, to explain" and "Quiz
No. 7 of information disclosure norms for companies publicly issuing securities – preparation
and disclosure old of comparison financial accounting of new and old accounting standards during
the transition period and"(SFC word [2007] 10), combining self characteristics and specific
information of the company, based on 2006 financial statement, and in accordance with the
principle of importance.
(4). Statement of adjustment events
In accordance with "Accounting Standards for Business Enterprises No. 38 - the first time the
implementation of Accounting Standard for Business Enterprises" and "Notice", and according
to the division of subjects, included the assets impairment loss of management cost RMB
119
6,466,981.63, provision for impairment of short-term investment RMB119,000.00 and the assets
impairment loss RMB 414,063.6 Adjusted to the subject of asset impairment and listed
individually; adjusted deterred income tax asset, according to current asset and liability
situation, increased deterred income tax assets RMB 160,216.98, reduce income tax costRMB
160,216.98; according to dismiss plan, pre-drown staff dismiss welfare and increase the payable
staff salary RMB2,265,026.71 include in the current management cost; the above adjustment
reduced equity of minority shareholders RMB 6,915.05, reduced net profit attributable to parent
company in 2006 RMB 2,097,894.68.
5. The simulation of implementation of the new accounting standards in 2006, difference
adjustment statement net profit disclosed in 2006 annual report.
(1). The simulation of implementation of the new accounting standards in 2006, difference
adjustment statement net profit disclosed in 2006 annual report.
Items Amount
Net profit in 2006(Original accounting standard) 6,724,601.89
The total amount influenced by retroactive adjustment
items -2,097,894.68
Income tax expenses 160,216.98
Dismiss welfare -2,265,026.71
Gain/loss of minority shareholders 6,915.05
Net profit attributable to parent company in 2006(New
accounting standard) 4,626,707.21
Assume that the company will full implement the referenced accounting standard
Management Expenses 3,934,112.71
Gain/loss of minority shareholders -706,329.55
Net profit attributable to owner’s parent company 7,854,490.37
(2) Assuming full implementation of the new accounting standards duplicated profit report in
2006.
Items consolidation Parent Company
120
Items consolidation Parent Company
I.Business Income 558,185,601.77 55,632,560.36
Less: Business cost 460,443,855.51 19,852,430.02
Business tax and surtax 3,645,306.16 2,019,059.63
Sales expenses 17,412,520.56 2,223,100.84
Management expenses 52,771,494.21 31,738,401.25
Financial expenses 5,287,043.52 3,309,873.57
Losses of devaluation of assets 6,881,045.25 ---
Add:Gain/loss from change in fair value --- ---
Investment income 1,855,510.03 655,182.66
Including : Income from subsidy
II. Business profit 13,599,846.59 -2,855,122.29
Add:Non-operating income 3,827,522.64 732,688.35
Less:Non-operating expenses 194,799.16 101,815.66
Indluding:Disposition loss of non-recurrent
assets --- ---
III. Total profit 17,232,570.07 -2,224,249.60
Less: Income tax expenses 2,228,811.20 ---
IV. Net profit 15,003,758.87 -2,224,249.60
Net profit attributable to owner’s parent Comapny 7,854,490.37 -2,224,249.60
Gain/loss of minority shareholders 7,149,268.50 ---
Not recognized investment losses --- ---
V. Earnings per share:
(I)Basic earnings per share 0.03 -0.01
(II)Diluted earnings per share 0.03 -0.01
(3). Foundation
Duplicated profit statement in the comparison period is accordance with "Quiz No. 7 of
information disclosure norms for companies publicly issuing securities – preparation and
disclosure old of comparison financial accounting of new and old accounting standards during
the transition period and"(SFC word [2007] 10), in accordance with "Accounting Standards for
Business Enterprises - the basic criteria" issued by Finance department in February 2006, and
other requirements and assumptions implemented and measured January 1, 2006, an the financial
statements in the reporting period are compiled according to the simulated hypothesis.
121
(4). Statement of differences in financial statement in 2006.
Assuming implementation of the new standards on January 1, 2006, include the balance at the
period end of payable welfare in 2006 RMB 3,934,112.71 to current loss and gain in 2006, the
adjustment increased the loss of minority shareholders RMB 706,329.55, and increase
consolidated net profit RMB 3,227,783.16.
6. Provision for bad debts
Decrease in this period
Withdrawal
Items 2007-1-1 amount in Transfer Transfer-ou 2007-12-31
-in t
this period
I. Provision for bad debts 10,741,599.97 23,199,450.41 --- 3,350,534.92 30590515.46
II. Provision for falling price of
inventory 6,557,053.13 10,522,694.77 --- 1,892,055.41 15,187,692.49
III.Provision for devaluation of
financial asset available for sales --- --- --- --- ---
IV. Provision for devaluation of
held-to maturity investment --- --- --- --- ---
V.Provision for devaluation of
Long-term equity investment 38,789,988.51 1,754,303.60 --- 2,100,000.00 38,444,292.11
VI.Provision for devaluation of
investing property --- --- --- --- ---
VII.Provision for devaluation of
fixed assets 882,826.24 445,852.19 --- --- 1,328,678.43
VIII.Provision for devaluation of
engineering materials --- --- --- --- ---
IX.Provision for devaluation of
construction in progress --- --- --- --- ---
X. Provision for devaluation of
productive biological assets --- --- --- --- ---
Including:Provision for
devaluation of mature productive
biological assets --- --- --- --- ---
XI.Provision for devaluation of oil
assets --- --- --- --- ---
XII.Provision for devaluation of
intangible assets --- --- --- --- ---
XIII. Provision for devaluation of
goodwill --- --- --- --- ---
XIV. Other
--- --- --- --- ---
56,971,467.85 35,922,300.97 --- 7,342,590.33 85,551,178.49
Total
122
7.Supplement Infornation for cash flow statement
(1)Suppmement information for cash flow statement of consolidation
Year 2007 Year 2006
I.Adusting net profit to cash flow from
opwrating activities
Net profit 11,966,190.51 11,069,646.16
Add:Impairment loss provision of assets 35,922,300.97 5,425,446.70
Depreciation of fixed assets, oil and gas assets and
consumablebiological assets 22,873,454.20 21,180,091.35
Amortization of intangible assets 1,464,236.90 1,361,609.30
Amortization of Long-term deferred expenses 654,306.58 142,619.01
Loss on disposal of fixed assets, intangible assets and other
long-term deferred assets --- ---
Loss from written off assets --- 72,648.29
Loss of fair value fluctuation on assets --- 4,761,949.27
Financial cost 6,780,702.58 2,982,968.47
Loss on investment -35,617,395.86 -1,855,510.03
Decrease of deferred income tax assets -2,936,698.90 -724,501.12
Decrease of deferred income tax liabilities 3,336,929.28 ---
Decrease of inventories 11,595,509.78 -7,628,355.72
Decease of operating receivables -20,029,820.38 2,669,379.93
Increase of operating receivables -8,559,610.71 7,437,957.31
Other -3,336,929.28 ---
Net cash flows arising from operating activities 24,113,175.67 46,895,948.92
II. Significant investment and financing activities that
withoutcash flows: --- ---
Liability transfer to capital --- ---
Convertible corporate bond due within 1 yeaqr --- ---
Finance leased fixed assets --- ---
123
Year 2007 Year 2006
III. Net increase of cash and cash equivalents --- ---
Ending balance of cash 124,908,748.97 78,863,152.16
Less: Beginning balance of cash 78,863,152.16 70,304,094.11
Add: Ending balance of cash --- ---
Less: Beginning balance of cash equivalents --- ---
Net increase of cash and cash equivalents 46,045,596.81 8,559,058.05
(2)Suppmement information for cash flow statement of Parent Company
Year 2007 Year 2006
I.Adusting net profit to cash flow from
opwrating activities
Net profit 14,002,842.90 -2,224,249.60
Add:Impairment loss provision of assets 14,002,842.90 -2,224,249.60
Depreciation of fixed assets, oil and gas assets and
consumablebiological assets 17,954,548.87 -1,029,255.73
Amortization of intangible assets 7,246,890.07 6,744,664.83
Amortization of Long-term deferred expenses 605,253.24 567,578.90
Loss on disposal of fixed assets, intangible assets and other
long-term deferred assets --- ---
Loss from written off assets --- 41,590.18
Loss of fair value fluctuation on assets --- ---
Financial cost --- ---
Loss on investment 4,249,444.15 3,017,060.51
Decrease of deferred income tax assets -39,056,704.86 -655,182.66
Decrease of deferred income tax liabilities -2,216,993.29 -196,736.25
Decrease of inventories 3,336,929.28 ---
Decease of operating receivables 22,675,055.41 2,041,737.71
Increase of operating receivables -35,071,833.41 19,071,094.51
Other 669,203.30 2,522,887.27
124
Year 2007 Year 2006
Net cash flows arising from operating activities -3,336,929.28 ---
II. Significant investment and financing activities that
withoutcash flows: -8,942,293.62 29,901,189.67
Liability transfer to capital --- ---
Convertible corporate bond due within 1 yeaqr --- ---
Finance leased fixed assets --- ---
III. Net increase of cash and cash equivalents --- ---
Ending balance of cash --- ---
Less: Beginning balance of cash 51,415,565.66 36,046,382.20
Add: Ending balance of cash 36,046,382.20 17,999,482.95
Less: Beginning balance of cash equivalents --- ---
Net increase of cash and cash equivalents 15,369,183.46 18,046,899.25
125
126
8.Process of calculating earnings per share
(1) Process of calculating consolidated earnings per share
Shenzhen Textile (Holdings) Co., Ltd.
Supporting Statement of Consolidated Profit and Profit Distribution Statement
Financial indicators
Expressed in
Return on net assets Earnings per share
Fully diluted Weighted average Basic earnings per share Diluted earnings per share
Item 2007 2006 2007 2006 2007 2006 2007 2006
Operating profit 4.60% 2.87% 4.89% 2.85% 0.07 0.04 0.07
Net profit 3.18% 1.37% 3.37% 1.36% 0.05 0.02 0.05
Net profit after deducting
non-recurring gains and losses -6.41% 0.93% -6.80% 0.92% -0.10 0.01 -0.10
Process of calculation:
127
Fully diluted return on equity = Profit for the report
period / net assets at the end of period
Weighted average return on net assets=P/
(Eo+Np/2+Ei*Mi/Mo-Ej*Mj/Mo)
Basic earnings per share=P/
(So+S1+Si*Mi/Mo-Sj*Mj/Mo)
Diluted earnings per share = (P + diluted potential dividend of ordinary shares that has been recognized as expenses * (1-income tax rate) - conversion expenses) (S
/ 0+S1+Si*Mi/M0-Sj*Mj/M0+Num
of shares increased by exercising subscription warrants and options)
Notes to signs:
Item 2007 2006
P:Profit for the report period
Np:Net profit for the report period
(not including minority gains and
losses) 11,554,100.29 4,626,707.2
Eo:Beginning net assets (not
including minority interest) 336,573,619.61 344,203,112.40
Ei:Net assets increased through
new issue in the report period - -
Ej:Net assets decreased through
distribution of cash dividends in the
report period - 12,256,200.0
Mi:The number of months from the next month of
increase of net assets to the end of the report period - -
Mj:The number of months from the next month of
decrease of net assets to the end of the report period - 7
128
Mo:Number of months in the
report period 12 12
So:Total number of shares at
beginning of period 245,124,000 245,124,00
S1:The number of shares increased through capital surplus
capitalization or distribution of stock dividends in the report period - -
Si:Number of shares increased
through new issue in the report
period - -
(2)Process of calculating parent Company earnings per share
129
Shenzhen Textile (Holdings) Co., Ltd.
Supporting Statement of Parent Company Profit and Profit Distribution Statement
Financial indicators
Express
Return on net assets Earnings per share
Basic earnings per
Fully diluted Weighted average share Diluted earnings per s
Item 2007 2006 2007 2006 2007 2006 2007 2006
Operating profit 4.87% -0.89% 5.20% -0.87% 0.07 -0.01 0.07
Net profit 4.00% -0.69% 4.27% -0.68% 0.06 -0.01 0.06
Net profit after
deducting
non-recurring gains
and losses -5.88% -0.86% -6.27% -0.84% -0.08 -0.01 -0.08
Process of
calculation:
Fully diluted return on equity = Profit for the
report period / net assets at the end of period
130
Weighted average return on net assets=P/
(Eo+Np/2+Ei*Mi/Mo-Ej*Mj/M o)
Basic earnings per share==P/
(So+S1+Si*Mi/Mo-Sj*Mj/Mo)
Diluted earnings per share = (P + diluted potential dividend of ordinary shares that has been recognized as expenses * (1-income ta
conversion expenses) /(S0+S1+Si*Mi/M0-Sj*Mj/M0+Number of shares increased by exercising subscription warrants and options
Notes to signs:
Item 2007 2006
P:Profit for the
report period
Np:Net profit for the
report period (not
including minority
gains and losses) 14,002,842.90 -2,224,249.60
Eo:Beginning net assets (not
including minority interest) 321,164,915.30 335,645,364.90
Ei:Net assets increased through
new issue in the report period 15,201,566.72 -
Ej:Net assets decreased through
distribution of cash dividends in
the report period - 12,256,200.00
Mi:The number of months from the next month
of increase of net assets to the end of the
report period -
Mj:The number of months from the next month
of decrease of net assets to the end of the 7
131
report period
Mo:Number of
months in the
report period 12 12
So:Total number of
shares at beginning
of period 245,124,000 245,124,000
S1:The number of shares increased through capital
surplus capitalization or distribution of stock dividends in
the report period - -
Si:Number of shares increased
through new issue in the report
period - -
(The accompanying notes form an integral part of financial statements)
Legal representative: Financial controller: The person in change of the financial Dept:
132
133
Note 14. Other important events
By the date of the statement, the Company had no other important events to be disclosed.
Note 15. Difference adjustment statement of Domestic accounting standards and international accounting
1. Difference adjustment statement of Domestic accounting standards and international accounting standar
Unit:RMB’000
Year 2007 Year 2006
Financial report issued be China registered 11,554 4,627
accountants
Adjustment made to comply with International 22,555 2,956
Financial Reporting Standards
Of which:- write up depreciation of investment 2,346 2,346
real estate drown more
Amortization of intangible assets 785 785
The equity investment difference of joint --- 689
companies does not have to be amortized.
134
Write back the impairment of other assets --- 1,500
The profit circulation of the restricted shares 19,424 ---
is granted
The equity of listed stock was listed as --- -2,364
expense
Restate according to International Financial 34,109
Reporting Standards. 7,583
2. Difference adjustment statement of Domestic accounting standards and international accounting standard
Unit: RMB’000
Year 2007 Year 2006
Financial report issued be China registered 363,329 336,573
accountants
Adjustment made to comply with International 26,882 22,865
Financial Reporting Standards
Of which:- write up depreciation of 27,528 25,182
investment real estate drown more
135
Amortization of intangible assets -546 -1,331
The equity investment difference of 1,378 1,378
joint companies does not have to be
amortized.
Write back the impairment of other assets 886 ---
The profit circulation of the restricted -2,364 -2,364
shares is granted
The equity of listed stock was listed as 390,211
expense 359,438
Restate according to International
Financial Reporting Standards.
Attached IV. Special Audit Statement on Status of Fund Occupation by the Controlling Shareholder and Rela
(Holding) Co., Ltd. and Its Regulation-violating Guarantees
Special Statement on the Fund Occupation by the Controlling Sh
Related Parties of Shenzhen Textile (Holding) Co., Ltd.
Shen
136
To all Shenzhen Textile (Holding) Co., Ltd.:
We accepted entrustment and audited the financial statements of Shenzhen Textile (Holding) Co., Ltd. (hereinafter ref
issued Shen Peng Suo Gu Shen Zi (2008) No. 090 unqualified auditor's report on April 18, 2008. In accordance with the
Issues Relating to Standardization of Fund Transfer Between Listed Companies and Their Related Parties and Guarantees
China Securities Regulatory Commission and State-owned Assets Supervision and Administration Commission of the Stat
Circular"), we rechecked the accompanying summary statement of fund occupation by the controlling shareholder and othe
(hereinafter referred to as "Summary Statement")
It is the responsibility of the Company's management to prepare the Summary Statement according to the require
truthfulness, legality and completeness. We are responsible for making special statement on the Summary Statement.
Our rechecking work includes verification of the content of the Summary Statement and relevant content of the Compan
relevant audit procedure implemented in the audit of the financial statements of the Company for 2007 in respect of tran
implement additional audit procedure or other procedures to the data in the special statement.
After rechecking, we did not find that the Summary Statement prepared by the Company was inconsistent with relevan
of the Company for 2007 in all material aspects.
In order to better understand the status of fund occupation by the controlling shareholder and other related parties of the
should be read with audited financial statements.
Shenzhen Pengcheng Certified Public Accountants Co., Ltd.
137
Shenzhen yChina
Aprul 18,2008
138
Summary Statement of Fund Occupation by the Controlling Shareholder and
Relationship
Type of Balance of fund
between fund Account title of Accumulative Accumulative B
fund Name of related occupied at
occupation party the Company for amount of funds amount of funds fun
occupation party beginning of
and the accounting occupied in 2007 repaid in 2007 at e
party 2007
Company
Controlling
shareholder,
actual
controller
and its
affiliated
Subtotal --- --- ---
Related
natural
persons and
the legal
persons
controlled
by them
Subtotal --- --- ---
Other Joint
related Shenzhen Account
venture 1,565,999.51 11,103,348.28 10,137,122.00 2,
persons and Tianlong receivable
their Industrial &
Joint
affiliated Trading Co., Ltd. Other receivable 500,000.00 --- ---
enterprises
venture
139
enterprises Shenzhen Xinfang Joint Other
--- 576,766.15 --
Knitting Co., Ltd. venture Receivable
Subtotal 2,065,999.51 11,680,114.43 10,137,122.00 3,
Listed
Company
of
Subsidiaries
and
affiliated
enterprised
of the
Company
Subtotal --- --- ---
Total 2,065,999.51 11,680,114.43 10,137,122.00 3,
140