Ruyi Group: The first quarter report

Shandong Ruyi Woolen Garment Group Co., Ltd.

First Quarter Report for 2018

April 2018

The first section of the important tips

The board of directors, the board of supervisors and directors, supervisors and senior management of the company guarantee the truthfulness, accuracy and completeness of the contents of the quarterly report. There are no false records, misleading statements or major omissions, and they bear individual and joint legal liabilities.

All directors have attended the board meeting to review this quarterly report.

Qiu Yafu, person in charge of the company, Zhang Yiying, person in charge of accounting work, and Zhang Yiying, person in charge of accounting organ (accounting officer) hereby confirm that the financial statements in the quarterly report are true, accurate and complete.

The second section of the company's basic situation

I. Major accounting data and financial indicators

Does the company need to retroactively adjust or restate previous year's accounting data?

â–¡ Yes âˆš No

During the reporting period, the reporting period increased over the same period of the previous year.

Less

Operating income (yuan) 226,071,859.29 200,016,771.06 13.03%

Net profit attributable to shareholders of listed companies (yuan) 9,656,758.86 5,397,779.70 78.90%

Deductions attributable to shareholders of listed companies are not regular, 7,386,168.36 960,751.39 668.79%

Net profit of profit and loss (yuan)

Net cash flow from operating activities (yuan) -52,090,174.65 -258,625,560.43 119.50%

Basic earnings per share (yuan/share) 0.04 0.02 100.00%

Diluted earnings per share (yuan/share) 0.04 0.02 100.00%

Weighted average return on equity is 0.38% 0.24% 0.14%

At the end of the reporting period at the end of the reporting period, the end of the reporting period is at the end of the previous year.

Increase or decrease

Total assets (yuan) 4,586,242,354.63 4,584,871,878.81 0.03%

Net assets attributable to shareholders of listed companies (yuan) 2,542,598,959.96 2,532,952,523.50 0.38% non-recurring gains and losses items and amounts

âˆš Applicable â–¡ Not applicable

unit: yuan

Description of the amount from the beginning of the project to the end of the reporting period

Government subsidies included in the current profit and loss (closely related to the business of the enterprise, according to the country 2,598,185.58

Except for government subsidies for uniform standard quotas or quantitative enjoyment)

Other non-operating income and expenses other than the above, 60,000.00

Less: Income tax impact 404,919.44

Minority shareholders' equity impact (after tax) -17,324.36

Total 2,270,590.50 -- Non-recurring profit and loss items defined by the company in accordance with the definition of â€œInterpretive Announcement of Corporate Information Disclosure of Public Offering Securities No. 1 â€“ Non-recurring gains and lossesâ€, and an interpretative announcement on the disclosure of company information on publicly issued securities Non-recurring gains and losses items listed in No. 1 â€“ Non-recurring gains and losses are defined as items of recurring profit and loss and should explain why

â–¡ Applicable âˆš Not applicable

During the reporting period, there were no cases in which the non-recurring profit and loss items defined in the â€œInterpretive Announcement of Corporate Information Disclosure of Public Offering Securities No. 1 â€“ Non-recurring Gains and Lossesâ€ were defined as recurring gains and losses.

2. Total number of shareholders at the end of the reporting period and shareholdings of the top ten shareholders 1. Total number of common shareholders and number of preferred shareholders with voting rights restored and shareholdings of the top 10 shareholders

Unit: Stock

Total number of common shareholders at the end of the reporting period 11,652 Preferred stocks with voting rights restored at the end of the reporting period0

East total (if any)

Top 10 shareholders' shareholdings

Hold limited pledge or freeze

Shareholder name, shareholder nature, shareholding, shareholding

Number of shares

Shandong Ruyi Woolen Group Co., Ltd. has non-state owned 16.07%, 42,060,000 pledge 41,880,000

Legal person

Shandong Ruyi Technology Group Co., Ltd. is non-state owned 11.66% 30,514,665 30,514,665 pledge 30,514,665

Legal person

China Oriental Asset Management Co., Ltd. State-owned legal person 7.24% 18,935,500

Golden Eagle Fund - Shanghai Pudong Development Bank - Founder East Asia Trust Limited Other 7.01% 18,343,110

Responsible company

Shanghai Hangcui Investment Management Partnership (Limited Partnership) Domestic non-state owned 3.81% 9,961,261

Legal person

Yunnan International Trust Co., Ltd. - Heshun No. 7 Collection Fund Other 2.67% 6,983,920

Trust plan

Anxin Fund-Ningbo Bank-Tibet Trust-Tibet Letter Other 2.51% 6,574,432

Tuo-Shunjing No. 3 Collective Fund Trust Plan

Yinchuan Hongying Investment Co., Ltd. is not state-owned 2.29% 6,000,082

Legal person

Yinchuan Shengrong Investment Co., Ltd. is not state-owned 2.29% 6,000,027

Legal person

Tibet Trust Co., Ltd. - Shunjing No. 10 Single Fund Letter Other 2.19% 5,728,902

Support

Top 10 unrestricted shareholders holding shares

Name of shareholder holding unrestricted shares

Number of shares

Shandong Ruyi Woolen Group Co., Ltd. 42,060,000 RMB ordinary shares 42,060,000

China Orient Asset Management Co., Ltd. 18,935,500 RMB common stock 18,935,500

Golden Eagle Fund - Shanghai Pudong Development Bank - Founder East Asia Trust Co., Ltd. 18,343,110 RMB common stock 18,343,110

Shanghai Hang Cui Investment Management Partnership (Limited Partnership) 9,961,261 RMB ordinary shares 9,961,261

Yunnan International Trust Co., Ltd. - Heshun No. 7 Collective Fund Trust Plan 6,983,920 RMB ordinary shares 6,983,920

Anxin Fund-Ningbo Bank-Tibet Trust-Tibet Trust-Shunjing 3 6,574,432 RMB common stock 6,574,432

No. Collective Fund Trust Scheme

Yinchuan Hongying Investment Co., Ltd. 6,000,082 RMB common stock 6,000,082

Yinchuan Shengrong Investment Co., Ltd. 6,000,027 RMB common stock 6,000,027

Tibet Trust Co., Ltd. - Shunjing No. 10 Single Fund Trust 5,728,902 RMB ordinary shares 5,728,902

Shandong Jining Ruyi import and export Co., Ltd. 4,697,800 RMB ordinary shares 4,697,800

Among the above shareholders, Shandong Ruyi Technology Group Co., Ltd. and Shandong Ruyi Woolen Group have

Limited liability company, Shandong Jining Ruyi Import & Export Co., Ltd. is the same actual controller

A company with a description of the above-mentioned shareholder relationship or concerted action, China Orient Asset Management Co., Ltd. holds the controlling shareholder of Shandong Ruyi Mao

31.86% of the shares of Textile Group Co., Ltd., the above shareholders have an associated relationship;

It is unknown whether other shareholders have an associated relationship, and it is not known whether they belong to the listed company.

The concerted action person specified in the Measures for the Administration of Information Disclosure of Shareholders' Shareholding Changes.

Description of the top 10 ordinary shareholders participating in the margin financing and securities lending business (if none

Have)

Whether the top 10 ordinary shareholders and the top 10 unrestricted ordinary shareholders of the company have agreed to buy back the transaction during the reporting period â–¡ Yes âˆš No

The top 10 ordinary shareholders of the company and the top 10 unrestricted ordinary shareholders did not make the agreed purchase repurchase transactions during the reporting period. 2. The total number of preferred shareholders of the company and the shareholding of the top 10 preferred shareholders

â–¡ Applicable âˆš Not applicable

Section III Important Matters

I. Changes in the main financial data and financial indicators during the reporting period and the reasons

âˆš Applicable â–¡ Not applicable

1. Prepayments increased by 143.80% from the beginning of the period, mainly due to the increase in prepaid purchases of raw materials during the reporting period;

2. Non-current assets due within one year decreased by 75% from the beginning of the period, mainly due to the short period of amortization during the reporting period, and the balance at the end of the reporting period was less than that at the beginning of the period;

3. Fixed assets increased by 61.81% compared with the beginning of the period, mainly because the research and development center of the fundraising project was completed and put into use and transferred to fixed assets during the reporting period;

4. The construction in progress decreased by 63.07% compared with the beginning of the period, mainly because the project was completed and transferred to fixed assets during the reporting period. 5. The assets held for sale increased by 100% from the beginning of the period, mainly because the subject is a new subject. At the end of the reporting period, there are preparations for the sale of assets;

6. Other non-current assets decreased by 56.98% compared with the beginning of the period, mainly due to the completion of the fundraising project during the reporting period and the transfer of prepaid project funds into fixed assets;

7. Advance receipts increased by 57.14% from the beginning of the period, mainly due to the increase in advance receipts during the reporting period;

8. Taxes payable decreased by 32.80% from the beginning of the period, mainly due to the decrease in unpaid taxes payable at the end of the reporting period;

9. Interest payable decreased by 98.24% from the beginning of the period, mainly due to the decrease in unpaid interest payable at the end of the reporting period;

10. Other current liabilities increased by 100% from the beginning of the period, mainly due to the amount of VAT that was recognized as the output tax amount in the subsequent period when there was confirmed income but no VAT tax liability had occurred during the reporting period;

11. Asset impairment losses decreased by 219.36% as compared with the same period of last year, mainly due to the recovery of receivables during the reporting period and the reversal of bad debts; 12. Non-operating income decreased by 54% from the same period of the previous year, mainly due to receipt during the reporting period. Reduced government subsidies;

13. Income tax expenses decreased by 86.42% as compared with the same period of last year, which was mainly due to the increase in deductible temporary differences during the reporting period, which resulted in a decrease in deferred income tax expenses.

14. The net profit attributable to the parent company increased by 78.90% compared with the same period of last year, mainly because the company extended the industrial chain through non-public issuance, and the main business changed from a single worsted woolen fabric to fabric, garment design, production and sales. In one textile and garment group, the integration of resources, the widening of sales channels, the optimization of asset structure, the full play of synergies, and the company's competitiveness and profitability.

15. Earnings per share increased by 100% over the same period of last year, mainly due to the increase in net profit during the reporting period.

16. Net cash flow from operating activities increased by 79.86% over the same period of the previous year, mainly due to the decrease in cash paid for the purchase of goods, labor services and other cash related to operating activities during the reporting period.

2. Analysis of the progress of important events and their impacts and solutions

â–¡ Applicable âˆš Not applicable

Third, the company's actual controllers, shareholders, related parties, purchasers and companies and other commitments related parties in the reporting period overdue failure to fulfill the commitments

âˆš Applicable â–¡ Not applicable

Commitment is promised by the promised party

Type period

Commitment to share reform

First, in order to maintain the independence of Shandong Ruyi, Mr. Qiu Yafu and Ruyi Technology

Issue the following commitments: 1. Guarantee the independence and completeness of Shandong Ruyi Assets (1)

Mr. Qiu Yafu, Ruyi Technology and other companies controlled by it will not violate the regulations.

Use or control the funds or assets of Shandong Ruyi, and will not interfere with Shandong Ruyi

Management of its funds and assets; (2) Mr. Qiu Yafu, Ruyi

Science and technology will take effective measures to maintain the independence and integrity of Shandong Ruyi Assets, and

Independent of Mr. Qiu Yafu, Ruyi Technology and other companies controlled by it. 2,

Guarantee Shandong's financial independence (1) Mr. Qiu Yafu, Ruyi Technology will

Support Shandong Ruyi has an independent financial accounting department and an independent financial core

Calculation system and financial management system, support Shandong Ruyi's independent financial decision

Qiu Yafu on the same policy; (2) Mr. Qiu Yafu, Ruyi Technology and other companies controlled by it

The acquisition report Mr., the mountain industry competition, and Shandong Ruyi will not share a bank account; (3) Mr. Qiu Yafu, 2014

The book or the rights of the East Ruyi Ruyi Ruyi Technology and other enterprises controlled by it will be strictly in accordance with the law of Shandong Ruyi 02

The change report technology collects funds and funds are taxed. 3, to ensure that Shandong Ruyi's institutional independence guarantees Shandong Ruyi's long-term performance according to law.

The limited occupier of the group in the book owns and perfects the corporate governance structure, ensuring that Shandong Ruyi has independence and complete the day.

Committed to the company's organization and office space, with Mr. Qiu Yafu, Ruyi Technology and

The institutions of other companies controlled by Noki are completely separate. 4, to ensure that Shandong Ruyi

Business independence guarantees that Shandong Ruyi has assets for independent business activities,

Personnel, qualifications and abilities, and the ability to operate independently in the market,

Mr. Qiu Yafu, Ruyi Science and Technology, in addition to exercising shareholder rights according to law and according to Shandong

If the actual needs of the company need to send the necessary personnel for management support, it will not

Intervene in the normal business activities of listed companies. 5, to ensure Shandong Ruyi

Independent staff (1) Mr. Qiu Yafu, Ruyi Technology will take effective measures,

To ensure the general manager, deputy general manager, financial controller and director of Shandong Ruyi

Senior executives such as the Secretary of the Association are not in the minds of Science and Technology, concerted action and their

Other positions controlled by the company other than directors and supervisors; (2)

Mr. Qiu Yafu and Ruyi Technology will take effective measures to ensure Shandong Ruyi

The financial staff is not in Ruyi Technology, the concerted person and other controls

Part-time in the enterprise; (3) Mr. Qiu Yafu, Ruyi Technology to Shandong Ruyi

Recommend candidates for directors, supervisors, managers and other senior management personnel to pass legal

Procedures are carried out, respecting Shandong Ruyiâ€™s board of directors and shareholdersâ€™ meeting to exercise their powers

Decisions on appointment and dismissal of personnel. Second, in order to standardize information disclosure obligors and

Actioners and Shandong Ruyi may generate related transactions in the future to ensure Shandong

If the interests of all shareholders are not damaged, Mr. Qiu Yafu and Ruyi Technology

Connaught, Mr. Qiu Yafu, Ruyi Technology and Mr. Qiu Yafu, Ruyi Technology Control

If the company and Shandong Ruyi have a related transaction, the following measures will be taken

Carry out the specification: 1. The transaction will be carried out in accordance with the principle of marketization, ensuring the association

Fairness and legality of the transaction; 2. The transaction will be subject to legal review

Vote and timely disclose information in accordance with the requirements of relevant laws and regulations;

3. Relevant shareholders and related directors should strictly implement the relevant transactions when they are reviewed.

Avoiding the voting system; 4. The board of directors will regularly implement the related party transactions.

Check the situation; 5, Shandong Ruyiâ€™s independent directors

Admissibility and necessity to express independent opinions. 3. Mr. Qiu Yafu and Ruyi Branch

The technology made the following commitments: During the actual controller of Shandong Ruyi,

Commitment from the date of signing this commitment to 60 months after the completion of this equity change

Internal (hereinafter referred to as "commitment period"), through the following measures to avoid and solve with mountains

East Ruyi's horizontal competition: 1. During the commitment period, if Mr. Qiu Yafu and

Enterprises that are actually controlled by Ruyi Technology and have the same industry competition in Shandong Ruyi

Produce better returns and promise to hold when Shandong intends to acquire

The equity of the relevant company is transferred to the listed company according to the market evaluation price; otherwise,

Commitment to adopt other methods determined by mutual agreement to eliminate

Horizontal competition between the two; 2, except for the British Taylor & Lodge (Hudders

Outside of Field) Ltd., if any other existing business or assets are present

In the future or in the future with Shandong Ruyi, concerted people and other companies controlled by them

Constituting substantial inter-industry competition, Mr. Qiu Yafu and Ruyi Technology promised the mountain

East Ruyi and other companies controlled by it can acquire it or by Qiu Yafu

Mr. and the enterprises controlled by Ruyi Technology will give up on their own; 3. Future Qiu Yafu

Shenghe Ruyi Technology acquired the same or similar acquisitions as Shandong Ruyiâ€™s business,

Development and investment opportunities will be immediately notified to Shandong Ruyi, giving priority to

Shandong wishfully made a choice and made every effort to promote these business opportunities.

The conditions for transfer to Shandong Ruyi; 4. Mr. Qiu Yafu and Ruyi Branch

Technology directly or indirectly maintains a substantial equity control relationship with listed companies

To ensure that they do not use their own control over the listed company to engage or participate.

Engage in acts that harm the interests of listed companies and their minority shareholders.

Asset restructuring

Time commitment

promise

For the first time, Shandong Russell Co., Ltd. as the controlling shareholder of Shandong Jining Ruyi Wool Textile Co., Ltd.

Issue or re-intentional wool textile competition, East, to ensure that Shandong Jining Ruyi Wool Textile Co., Ltd. and its shareholders are long-term and strict

The Group has related interests, and the Company promises that the Company and other subsidiaries controlled by the Company will perform 12

Responsibility is limited when financing, funds are no longer invested and Shandong Jining Ruyi Wool Textile Co., Ltd. production and operation month 07

The company that promises the companyâ€™s occupierâ€™s products and business is no longer engaged in the Shandong Jining Ruyi Woolen Day.

The company's production and operation of the same business activities, and guaranteed in the phase

Priority is given to Shandong Jining Ruyi Wool Textile Co., Ltd. when transferring equipment and technology

Limited. If the company and other subsidiaries controlled by the company are in the same industry

The cause of competition caused Shandong Jining Ruyi Wool Textile Co., Ltd. to suffer damage

If it is lost, the company and other subsidiaries controlled by the company are responsible for all compensation.

Reimbursement; in the company and other subsidiaries controlled by the company and Jining, Shandong

During the existence of the relationship between Yimao Textile Co., Ltd., this undertaking is

Effective commitment.

Shandong passed the non-public offering of shares to repay the bank loan proceeds this time

The fundraising will be set up by the company's board of directors, and will be funded according to relevant requirements.

The clothing collection fund uses the three-party supervision of funds collection. The company promises that this non-public offering of stocks will be strictly funded for the year 01.

The proceeds from the group's commitment to repay bank loans will not be used or disguised for implementation.

Limited public investment and asset purchase program. Day is over

After the division

Qiu Yafu;

Shandong, after the completion of this non-public offering, I/We are controlled by the company

Yimao Textile Purchasing and Sales Department and its related personnel entered Shandong Jining Ruyi Woolen

The group has about Tongzhi Co., Ltd. (hereinafter referred to as "Shandong Ruyi"); I / the company

Enterprises that compete and control the liability industry will not trade raw materials with Shandong Ruyi and its subsidiaries 2016

Company; At the same time, I / the company and the controlled companies will be as strict as possible with the year 01

Ning Ruyi Yi, other related transactions between Shandong and Ruyi. For unavoidable or have a long-term performance

Investing in connected transactions that have a plausible reason, I / the company promises to follow the marketization day

Limited company; the principle of face bearing, in accordance with relevant laws, regulations, regulatory documents and Shandong Ruyi

Shandong Ruinuoâ€™s â€œArticles of Associationâ€ and other relevant regulations fulfill the decision-making procedures for connected transactions and guarantee

Italian Technology does not damage the legitimate rights and interests of Shandong Ruyi and its shareholders through related party transactions.

Group has

Limited company

1. The British Taylor Company is the holding subsidiary of Ruyi Technology, which is controlled by me.

On September 3, 2015, Ruyi Technology signed with Bahman Mostaghimi

Equity transfer agreement, stipulated that Ruyi Technology will hold its British Taylor company

Transfer of the entire equity to a third party, Bahman Mostaghimi, the above equity transfer

The issue of the same will be implemented by the end of March 2016, except for the above.

Industry competition, other companies controlled by myself and myself are not produced and developed in the same market 2016

Associated with any products produced by listed companies and their controlled subsidiaries constitutes a competitive year 01

Qiu Yafu Yi, a fund dispute or a product that may compete, does not directly or indirectly operate any of the long-term performance with the listed public moon 21

The business operated by the occupying party and its controlled subsidiaries constitutes a competition or may constitute a day

Face-to-face competition business; second, I will not obtain any

Products or business operations produced by Novo listed companies and their controlled subsidiaries

Control of other companies that constitute competition or may constitute competition;

People will follow laws and regulations and the China Securities Regulatory Commission on the governance of listed companies

Relevant regulations to ensure the integrity of the listed company's assets, business, finance, institutions,

Independent staff, independent and complete business system, independent and independent operation;

4. I will treat the enterprises that are invested or controlled fairly, and will not use them.

The status of the actual controller of the city company is not conducive to the listed company and is conducive to

Decisions or judgments of other companies; if I directly intervene in the specific

When business activities lead to competition in the same industry and cause losses to listed companies,

I will bear the relevant responsibilities; 5. If the listed company determines that I or I

Other businesses that are under control or are about to engage in business with their peers

In case of dispute, I will either ask for the relevant enterprise after the listed company raises an objection.

The business is terminated or transferred in a timely manner. The city company mentioned the transfer request,

I shall be unconditionally audited by an intermediary with securities qualifications or

The fair price after the evaluation prioritizes the above business and assets to the listed public

Secretary. The above commitments are valid during the period when I have a controlling relationship with the listed company.

1. The company and other companies controlled by the company are not in the same market.

Produce and develop any production produced by a listed company and its controlled subsidiaries

Products that constitute competition or may compete, do not directly or indirectly operate any

Competing with the business of a listed company and its controlled subsidiaries or

May constitute a competitive business; Second, the company does not take investment or other means

Any product or product produced by a listed company and its controlled subsidiaries

The business of the battalion constitutes the control of competition or other enterprises that may constitute competition

About the same rights; Third, the company will follow laws and regulations and the China Securities Regulatory Commission on listing

Shandong Ruye Competition, Corporate Governance regulations, guarantee the integrity of listed companies' assets, business,

Italian wool textiles are related to financial, institutional and personnel independence, and have an independent and complete business system.

The group has easy and funds to operate independently; Fourth, the company will treat investment or control in a fair manner in each year. 01 Long-term strict

Limit the occupier of the occupier, do not take advantage of the status of the controlling shareholder of the listed company to make it unfavorable for the listing month 21

The company's company is beneficial to other companies' decisions or judgments; if the company is directly dry

Connaught pre-related business specific activities led to competition in the same industry and led to listing

If the company suffers losses, the company will bear the relevant responsibilities;

The company determines that the company or other companies controlled by the company are or will be

The business of the business and its existence of horizontal competition, the company will be listed in the listed company

After the objection, the company or the relevant enterprise shall be terminated or transferred in time.

Business. If the company submits a request for transfer, the company shall unconditionally

The fair price after the audit or evaluation of an intermediary with securities qualifications will be

The above businesses and assets are prioritized for transfer to listed companies. The above commitments are in this public

The company is effective during the period of control relationship with the listed company.

1. The company and other companies controlled by the company are not in the same market.

Produce and develop any production produced by a listed company and its controlled subsidiaries

Regarding products that compete or may compete with the same product, do not directly or indirectly operate any

Shandong Ruyi competes with the business of listed companies and their controlled subsidiaries or 2016

Italian technology related links may constitute a competitive business; Second, the company does not invest through investment, etc.

The Group has any funds and funds to produce products with listed companies and their controlled subsidiaries or long-term performance through the month 21

The control company that occupies the business of Fangying to constitute competition or other enterprises that may constitute competition

Third, the company will follow laws and regulations and the China Securities Regulatory Commission on listing

The relevant regulations of the company's corporate governance ensure the integrity of the listed company's assets, business,

Financial, institutional and personnel independence, with independent and complete business system, independent

Establish independent business; Fourth, the company will treat investment or control in a fair manner

Enterprises, not taking advantage of the controlling shareholder status of listed companies, are not conducive to the public

The division is conducive to the decision or judgment of other companies; if the company directly intervenes

Related business activities of affiliated companies lead to competition in the same industry and lead to public listing

If the company suffers losses, the company will bear the relevant responsibilities;

The company determines that the company or other companies controlled by the company are or will be engaged in

The business will compete with its peers, then the company will propose in the listed company

After the objection, the relevant enterprise shall be terminated or transferred in a timely manner.

If the above-mentioned company submits a request for transfer, the company shall unconditionally press the certificate.

The fair price after the audit or evaluation of the intermediary of the vouchers is the above

Business and assets are prioritized for transfer to listed companies. The above commitments are in the company and

The listed company is effective during the control relationship.