深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文 Shenzhen China Bicycle Company (Holdings) Limited THE THIRD QUARTERLY REPORT FOR 2018 (TEXT) 1 深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文 Section I. Important Notes Board of Directors and the Supervisory Committee of SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All directors of the Company are attended the Meeting for quarterly report deliberation. Principal of the Company Li Hai, Person in Charge of Accounting Works Sun Longlong and Person in Charge of Accounting Organ (Accounting Officer) Zhong Xiaojin hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. 2 深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文 Section II. Basic information of Company I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data or not □Yes √No Current period-end Period-end of last year Increase/decrease Total assets (RMB) 70,158,059.66 73,559,961.28 -4.62% Net assets attributable to shareholders of listed company 16,982,946.84 15,898,270.85 6.82% (RMB) Increase/decrease in Increase/decrease in Year-begin to end of comparison with Current period comparison with same the Period year-begin to period of last year Period-end of last year Operating revenue (RMB) 33,515,376.48 -28.06% 101,250,275.83 6.00% Net profit attributable to shareholders of the listed company 530,513.93 61.81% 1,084,675.99 -179.55% (RMB) Net profit attributable to shareholders of the listed company 350,936.29 41.76% 872,302.68 -152.70% after deducting non-recurring gains and losses (RMB) Net cash flow arising from -- -- 122,208.96 -101.93% operating activities (RMB) Basic earnings per share 0.0010 66.67% 0.0020 -180.00% (RMB/Share) Diluted earnings per share 0.0010 66.67% 0.0020 -180.00% (RMB/Share) Weighted average ROE 3.17% 0.62% 6.60% 16.56% Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Amount from year-begin to Item Note end of the Period Gains/losses from the disposal of non-current asset (including the 141,486.00 write-off that accrued for impairment of assets) 3 深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文 Other gains/losses qualify the definition of non-recurring gains 176,288.48 and losses Less: impact on income tax 79,443.62 Impact on minority shareholders’ equity (post-tax) 25,957.55 Total 212,373.31 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss. II. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period 1. Number of common shareholders and preference shareholders with voting rights recovered and top ten common shareholders In share Total preference shareholders Total number of common with voting rights recovered at shareholders at the end of report 54,872 0 period end of reporting period (if applicable) Top ten shareholders Amount of Number of share pledged/frozen Nature of Proportion of Amount of shares Shareholders restricted shares shareholder shares held held State of share Amount held Shenzhen Guosheng Energy Domestic Investment non-State-owned 11.52% 63,508,747 0 Development legal person Co., Ltd. UOB (H.K.) Co., Foreign legal 2.89% 15,907,850 0 Ltd. person Guosen Securities Foreign legal 2.52% 13,909,425 0 (H.K.) Co., Ltd. person Shenwan Foreign legal Hongyuan 1.20% 6,631,116 0 person Securities 4 深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文 (Hongkong) Co., Ltd. Domestic nature Li Huili 0.71% 3,891,124 0 person State-owned legal CMS HK 0.61% 3,375,952 0 person Domestic nature Xu Hongbo 0.57% 3,137,419 0 person Specific account of property Domestic disposition for non-State-owned 0.47% 2,602,402 0 bankruptcy legal person enterprise of CBC JZX Investment Management (Shanghai) Co., Other 0.41% 2,246,400 0 Ltd. – Junfu Life FOF Zhuorun Foreign legal Technology Co., 0.36% 2,000,000 0 person Ltd. Particular about top ten shareholders with un-restrict shares held Type of shares Shareholders Amount of un-restrict shares held Type Amount Shenzhen Guosheng Energy RMB ordinary 63,508,747 63,508,747 Investment Development Co., Ltd. shares Domestically UOB (H.K.) Co., Ltd. 15,907,850 listed foreign 15,907,850 shares Domestically Guosen Securities (H.K.) Co., Ltd. 13,909,425 listed foreign 13,909,425 shares Domestically Shenwan Hongyuan Securities 6,631,116 listed foreign 6,631,116 (Hongkong) Co., Ltd. shares Domestically Li Huili 3,891,124 listed foreign 3,891,124 shares CMS HK 3,375,952 Domestically 3,375,952 5 深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文 listed foreign shares Domestically Xu Hongbo 3,137,419 listed foreign 3,137,419 shares RMB ordinary 1,383,313 Specific account of property shares disposition for bankruptcy enterprise 2,602,402 Domestically of CBC listed foreign 1,219,089 shares JZX Investment RMB ordinary Management (Shanghai) Co., Ltd. – 2,246,400 2,246,400 shares Junfu Life FOF RMB ordinary Zhuorun Technology Co., Ltd. 2,000,000 2,000,000 shares Li Huili, the spouse of actual controller Ji Hanfei, holding B-share of the Company on behalf Explanation on associated of Shenzhen Guosheng Energy Investment Development Co., Ltd., beyond that, the Company relationship among the aforesaid has no idea of whether other circulated shareholders belong to concerted action persons ruled shareholders in the Administration Norms for Information Disclosure of Change on Shareholding of Shareholders of Listed Companies. Explanation on top ten common shareholders involving margin N/A business (if applicable) Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back agreement dealing in reporting period. 2. Total of shareholders with preferred stock held and the top ten shareholdings □Applicable √Not applicable 6 深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文 Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons √ Applicable □Not applicable Item Ending Period o Opening Period or r form year beg same period last Changes Reasons in to now year Monetary funds 19,282,191.32 27,985,654.24 -31.10% The note payable issued last year was cash with bank deposit in the period Advance 11,707,477.50 2,482,276.54 371.64% The procurement account paid in advance for lithium battery payment material Stock 5,838,360.82 2,777,174.63 110.23% Increase the stock for peak season from subsidiary in the period Net profit 1,236,251.31 -1,612,794.67 -176.65% Operation revenue increased in the period Cash received 3,457,816.24 11,098,169.48 -68.84% At same period of last year, received bid bond paid by related with relevant subscriber for private placement other operation activities Cash paid for 17,197,123.51 39,270,323.28 -56.21% More goods are paid with bank acceptance in the period purchasing commodities and receiving labor service II. Progress of significant events, their influences, and analysis and explanation of their solutions √ Applicable □Not applicable In July 2016, the Company started to plan a non-public issue of shares with proceeds to be utilized to acquire material assets. The Plan on Non-public Issue of A shares in 2016 was considered and approved by the Board of the Company. Based on the due diligence, audit, assessment and business negation with intermediates, taking into account the conditions of capital market and actual conditions of the Company, the Board of the Company considered and approved the Proposal Relating to Adjusting the Plan of non-public of A Shares, the Explanation on non-public of A-shares for year of 2016 Amendment, the Plan on Non-public Issue of A shares in 2016 (amended), the Plan on Non-public Issue of A shares in 2016 (Second Amended) and Plan on Non-public Issue of A shares in 2016 (Third Amended) from February 2017 to February 2018. According to the three revised drafts, the number of non-public offering of shares should not exceed 110,269,586 shares, and the total amount of funds 7 深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文 raised should not exceed 750 million Yuan. The non-public offer of shares will use in the followed projects after issuance costs deducted: (1) totally 680 million Yuan used in upgrading of the construction of marketing network platform on-line/off-line; and (2) 70 million Yuan used for R&D center construction. The issuing objects of this non-public offering include four specific investors which are Ruian Information, Zhisheng High-tech, Wansheng Industry and Beier High-tech. The subscription amount of Ruian Information does not exceed 250 million Yuan, and the number of subscribed shares does not exceed 36,756,529 shares; the subscription amount of Zhisheng High-tech does not exceed 200 million Yuan, and the number of subscribed shares does not exceed 29,405,223 shares; the subscription amount of Wansheng Industry and Beier High-tech respectively does not exceed 150 million Yuan, and the number of subscribed shares does not exceed 22,053,917 shares respectively. The Company convened the first extraordinary general meeting of 2018 on February 13, 2018 which reviewed and passed the Proposal on Plan on Non-public Issue of A shares in 2016 (Third Amended), etc. See details on the announcement issued by the board of directors of the company, relevant works still in promotion recently. Information index for temporary report Overview Date for disclosure disclosure Notice of re-adjustment of non-public offering of A-shares 2018-01-27 Juchao Website http://www.cninfo.com.cn Plan of non-public offering of A-shares for 2016 (3rd revised 2018-01-27 Juchao Website http://www.cninfo.com.cn draft) Notice of signing the conditional subscription agreement by 2018-01-27 Juchao Website http://www.cninfo.com.cn subscribed object (2nd revised draft) Overview on revised plan of non-public offering of A-shares 2018-01-27 Juchao Website http://www.cninfo.com.cn for 2016 Non-public offering of shares and related transaction 2018-01-27 Juchao Website http://www.cninfo.com.cn Feasibility analysis report on use of raised funds from 2018-01-27 Juchao Website http://www.cninfo.com.cn non-public offering of A-shares for 2016 (3rd revised draft) The next three-year (2018-2020) shareholder return planning 2018-01-27 Juchao Website http://www.cninfo.com.cn Risk warning of spot return on non-public offering of shares, Notice of instructions for filling measures and related subject 2018-01-27 Juchao Website http://www.cninfo.com.cn rd commitment (3 revised draft) Resolution of the 4th (extraordinary) meeting of 10th BOD 2018-01-27 Juchao Website http://www.cninfo.com.cn Resolution of the 12th (extraordinary) meeting of 8th 2018-01-27 Juchao Website http://www.cninfo.com.cn supervisory committee Resolution of the first extraordinary shareholders meeting of 2018-02-14 Juchao Website http://www.cninfo.com.cn 2018 III. Commitments that the actual controller, shareholders, related parties, acquirer and the Company have fulfilled during the reporting period and have not yet fulfilled by the end of reporting period □ Applicable √ Not applicable There are no commitments that the actual controller, shareholders, related parties, acquirer and the Company have fulfilled during the 8 深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文 reporting period and have not yet fulfilled by the end of reporting period IV. Estimation of operation performance for year of 2018 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Not applicable V. Particular about security investment □ Applicable √ Not applicable The Company had no security investment in Period. VI. Trust financing □ Applicable √ Not applicable The Company had no trust financing in Period. VII. Particulars about derivatives investment □ Applicable √ Not applicable The Company had no derivatives investment in Period. VIII. Registration form of receiving research, communication and interview in the report period √ Applicable □Not applicable Time Way Type Basic situation index of investigation From January to September Telephone communication Individual Recombination consulting 2018 From January to September Progress of privately placement of shares Telephone communication Individual 2018 consulting IX. Guarantee outside against the regulation □Applicable √Not applicable The Company had no guarantee outside against the regulation in the period. X. Non-operational fund occupation from controlling shareholders and its related party □ Applicable √ Not applicable The Company had no non-operational fund occupation form controlling shareholders and its related party in the period. 9 深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文 Board of Directors of Shenzhen China Bicycle Company (Holdings) Limited 25 October 2018 10