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ST 中华B:2009年半年度报告摘要(英文版)(更正后)2009-08-17  

						Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    1

    Shenzhen China Bicycle Company (Holdings) Limited

    Summary of Semi-Annual Report 2009

    §1. Important Notes

    1.1 Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of

    Shenzhen China Bicycle Company (Holdings) Limited (hereinafter referred to as the Company)

    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.

    The summary of semi-annual report is abstracted from the semi-annual report 2009; and full text of

    the semi-annual report is published on the Internet website http://www.cninfo.com.cn in the mean

    time. The investors are suggested to read the full text of semi-annual report 2009 to understand

    more details.

    1.2 The Semi-annual Financial Report 2009 of the Company has not been audited.

    1.3 Person in Charge of the Company Wu Jun, Person in Charge of Accounting Works Wang Cheng

    and Person in Charge of Accounting Institution (Accounting Supervisor) Sun Longlong hereby

    confirm the truthfulness and completeness of the Financial Report in the Semi-annual Report 2009.

    §2. Company Profile

    2.1 Basic information

    Short form of stock SST ZHONGHUA, ST ZHONGHUA – B

    Stock code 000017, 200017

    Listed stock exchange Shenzhen Stock Exchange

    Secretary of the Board Authorized Representative of Stock

    Affairs

    Name Li Hai Cui Hongxia

    Contact address No. 3008, Buxin Road, Shenzhen No. 3008, Buxin Road, Shenzhen

    Telephone 0755-28181666, 25516998 0755-28181569, 25516998

    Fax 0755-28181009, 25516620 0755-28181009, 25516620

    E-mail dmc@szcbc.com dmc@szcbc.com

    2.2 Major Financial Data and Indexes

    2.2.1 Major accounting data and financial indexes

    Unit: RMB

    At the end of this

    report period

    At the period-end

    of last year

    Increase/decrease at the end of

    this report period compared

    with that in period-end of last

    year (%)

    Total assets 190,150,317.40 190,897,705.53 -0.39%

    Owners’ equity attributable to shareholders of

    the listed company -1,835,483,874.45 -1,803,059,381.39 1.80%Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    2

    Share capital 479,433,003.00 479,433,003.00 0.00%

    Net assets per share attributable to

    shareholders of the listed

    company(RMB/Share)

    -3.8284 -3.7608 1.80%

    This report period

    (Jan. to Jun.)

    The same period

    of last year

    Increase/decrease in this report

    period year-on-year (%)

    Total operating income 112,494,583.85 111,109,918.15 1.25%

    Operating profit -56,735,729.52 -11,846,915.08 378.91%

    Total profit -56,402,631.25 -4,286,665.48 1,215.77%

    Net profit attributable to shareholders of the

    listed company -56,332,908.69 -4,615,635.71 1,120.48%

    Net profit attributable to shareholders of the

    listed company after deducting non-recurring

    gains and losses

    -56,666,006.96 -12,175,885.31 365.40%

    Basic earnings per share (RMB/Share) -0.1175 -0.0096 1,123.96%

    Diluted earnings per share (RMB/Share) -0.1175 -0.0096 1,123.96%

    Return on equity (%)

    Net cash flow arising from operating

    activities 753,569.02 -6,185,663.33 -112.18%

    Net cash flow per share arising from

    operating activities (RMB/Share) 0.0016 -0.0129 -112.18%

    2.2.2 Items of non-recurring gains and losses

    √Applicable □Inapplicable

    Unit: RMB

    Items of non-recurring gains and losses Amount Notes (If applicable)

    Gains and losses from disposal of non-current assets 218,726.57

    Other non-operating income and expense excluded the

    aforementioned business 128,593.36

    Other gains/losses items conforming to the definition of

    non-recurring gains and losses -14,221.66

    Total 333,098.27 -

    2.2.3 Differences between CAS and IAS:

    □Applicable √Inapplicable

    §3. Changes in Share Capital and Particulars about Shareholders

    3.1 Statement of change in shares

    □Applicable √Inapplicable

    3.2 Particulars about shares held by the top ten shareholders and the top ten shareholders of

    circulation share

    Unit: Share

    Total shareholders 33,452Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    3

    Particulars about shares held by the top ten shareholders

    Full name of shareholders Nature of

    shareholders

    Proportion of

    shares held

    Total amount

    of shares held

    Amount of

    non-circulating

    shares held

    Amount of shares

    pledged or frozen

    Shenzhen Guocheng

    Energy Investment

    Development Co., Ltd.

    Domestic

    non-state-owned

    legal person

    13.58% 65,098,412 65,098,412 0

    Hong Kong Zhuorun

    Technology Co., Ltd.

    Foreign legal

    person 9.20% 44,104,246 44,104,246 40,000,000

    HONGKONG ( LINK )

    BICYCLES LIMITED

    Foreign legal

    person 5.42% 26,000,000 26,000,000 26,000,000

    Shenzhen Kangsheng

    Investment Development

    Co., Ltd.

    Domestic

    non-state-owned

    legal person

    2.50% 11,968,590 11,968,590 0

    Xinliyi Investment

    Management Co., Ltd.

    Domestic

    non-state-owned

    legal person

    2.34% 11,200,000 11,200,000 0

    Airline Trust and

    Investment Co., Ltd.

    State-owned

    legal person 2.16% 10,340,000 10,340,000 0

    Shenzhen New Land Tool

    Consultants PTE. LTD

    Domestic

    non-state-owned

    legal person

    2.06% 9,857,556 9,857,556 0

    China Resources SZITIC

    Trust Co., Ltd.

    State-owned

    legal person 1.25% 6,000,000 6,000,000 0

    Jingchao Investment Co.,

    Ltd.

    Foreign legal

    person 1.04% 5,001,944 5,001,944 0

    Shanghai Yanxin

    Industrial Investment Co.,

    Ltd.

    Domestic

    non-state-owned

    legal person

    0.73% 3,500,000 3,500,000 0

    Particulars about shares held the top ten circulating shareholders

    Full name of shareholders Total circulating shares held Type of shares

    Shenzhen New Land Tool Consultants PTE.

    LTD. 9,857,556 RMB common share

    Zhang Huiling 1,959,473 Domestically listed foreign shares

    TANG JING YUAN 1,924,500 Domestically listed foreign shares

    HARUHIKO SUZUKI 1,770,000 Domestically listed foreign shares

    Lu Huazhong 1,487,000 Domestically listed foreign shares

    Li Jinling 1,238,402 Domestically listed foreign shares

    CORE PACIFIC-YAMAICHI INTERNATIONAL

    (H.K.) LIMITED 1,228,000 Domestically listed foreign shares

    Jiang Lan 1,215,800 Domestically listed foreign shares

    Jin Mingfei 1,187,549 Domestically listed foreign shares

    Xiao Lizhu 1,127,649 Domestically listed foreign sharesShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    4

    Explanation on associated

    relationship among the top

    ten shareholders or

    consistent action

    Among the top ten shareholders of circulation share, the Company was unaware of

    whether there existed associated relationship or whether there existed consistent actionist

    regulated in the Management Measure of Information Disclosure on Change of

    Shareholding for Listed Companies.

    3.3 Particulars about changes in controlling shareholder and actual controller of the Company

    □Applicable √Inapplicable

    §4. Particulars about Directors, Supervisors, and Senior Executives

    4.1 Particulars about changes in shares held by directors, supervisors and senior executives

    □Applicable √Inapplicable

    §5. Report of Board of Directors

    5.1 Statement of main operations classified according to industries and products

    Unit: RMB’0000

    Main operations classified according to industries

    Classified according to

    industries or products

    Income from

    operations

    Cost of

    operations

    Gross profit

    ratio (%)

    Increase/decre

    ase in income

    from

    operations

    year-on-year

    (%)

    Increase/decre

    ase in cost of

    operations

    year-on-year

    (%)

    Increase/decrea

    se in gross

    profit ratio

    year-on-year

    (%)

    Bicycles and

    accessories and fittings 10,743.32 10,163.86 5.39% 2.49% -0.52% 2.86%

    Property management 106.93 189.58 -77.29% -7.51% 21.12% -41.91%

    Main operations classified according to products

    Bicycles and

    accessories and fittings 10,743.32 10,163.86 5.39% 2.49% -0.52% 2.86%

    Property management 106.93 189.58 -77.29% -7.51% 21.12% -41.91%

    Of which: In the report period, the total related transaction amount which the listed Company sold

    products and provided labor forces to the controlling shareholders and its subsidiaries totaled to

    RMB 0.00.

    5.2 Particulars about main operations classified according to areas

    Unit: RMB’0000

    Areas Income from operations

    Increase/decrease in income

    from operations over last year

    (%)

    Shandong 3,232.62 6.94%

    Henan 2,759.45 8.93%

    Hebei 1,469.46 3.00%

    Jiangsu 1,277.19 8.20%

    Shanxi 224.54 -34.63%

    5.3 Explanation on reasons of material changes in main operations and its structure

    □Applicable √InapplicableShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    5

    5.4 Explanation on reasons of material changes in profitability (gross profit ratio) of main

    operations compared with that of last year

    □Applicable √Inapplicable

    5.5 Analysis on reasons of material changes in profit structure compared with the previous year

    √Applicable □Inapplicable

    Great exchange income occurred in last year due to the appreciation of Renmibi, but the exchange

    rate of Renminbi was comparatively steady in this year.

    5.6 Application of the raised proceeds

    5.6.1 Use of the raised proceeds

    □Applicable √Inapplicable

    5.6.2 Particulars about the projects changed

    □Applicable √Inapplicable

    5.7 The modification plan of Board to the business plan for the second half year

    □Applicable √Inapplicable

    5.8 Estimation on 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 on reason

    □Applicable √Inapplicable

    5.9 Explanation of the Management on “Qualified Opinion” from the Certified Public Accountants

    in the report period by the Board of Directors

    □Applicable √Inapplicable

    5.10 Explanation of the Management on changes and disposal of the issues involved in “Qualified

    Opinion” from the Certified Public Accountants in the last year by the Board of Directors

    √Applicable □Inapplicable

    Shenzhen Pengcheng Certified Public Accountants Co., Ltd. issued audit report with disclaimer of

    opinions for the 2008 Financial Report of the Company. Due to that the debt reorganization work of

    the Company had not been completely finished in 2008, so risk of bearing huge debt still remained

    with many significant uncertainties. The CPAs was not able to offer opinion on the financial debt, tax

    payable, contingent proceedings, lawsuits and sustainable operation.

    Explanation presented by the Board for change and treatment of the matters involved in the

    Non-standard Report issued by CPAs for last year is as follows:

    1. Financial debt

    Shenzhen Pengcheng CPAs held that: the letters replied from the financial creditors for the inquiry

    showed that the Company missed to record an interest balance totaling to RMB 265,875,786.92, and

    some letters were replied without confirmation on interest for the principal of loans totaling to RMB

    114,558,000.00, and principal of loans which haven’t been replied totaled to RMB 194,255,951.99,

    so it was not available to confirm influence on financial statement by financial debt.

    The Company provided explanation in Note 13.1, Financial Statement for 2008, for details of interest

    confirmation balance: when some creditors implemented the document ((2004) No.6) released by

    China Committee on Bank Supervision, they had different understanding on this document with theShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    6

    Company. The document noticed that: Bank of China and other 10 financial organizations stop

    calculating the interest of the Company for 3 years since Jan 1st of 2002 and at the same time, exempt

    all the interest payable of the Company (including penalty interest and compound interest) occurred

    before Dec 31st of 2001.

    Some assets management companies and banks considered that the Company was expected to return

    the interest exempted and stop-calculated, and some assets management companies had not

    confirmed the proceeding of interest calculation. The Company had transferred all the interest of

    loans payable owed before Dec 31st of 2001, RMB 357,993,665.24, (including penalty interest and

    compound interest) to capital public reserve. Interest was stopped with calculation from Jan 1st of

    2002 to Dec 31st of 2004. The exempt term was due on Dec 31st of 2004. The Company held it was

    not necessary for him to return the interest exempted and stop-calculated, so when the term was due,

    the Company started to withdraw interest according to normal loan for those interests which needed

    to be returned. The stop-calculated interest and compound interest from Jan 1st of 2002 to Dec 31st of

    2004 was not accrued.

    Besides, the financial debt of the Company was formed in history which had occurred for a long time

    and the amount of period–end had not changed for years. Body qualification of some creditors had

    been transferred and the particular personnel for handling had also changed, so the creditors needed

    time to check clearly the amount of creditor and debt of both involved parties and that was why some

    creditors had not replied the letters to confirm.

    The Company would continuously advance the account-check work with the relevant creditors of

    financial debt, trying as soon as possible to check clearly the interest on principal of the financial

    debt. Once progress is made, relevant information would be disclosed according to relevant

    regulation.

    2. Issues on tax payable

    Shenzhen Pengcheng Certified Public Accountants Co., Ltd. thought that: in the audit process, the

    CPAs implemented audit procedures including inspection and inquiry, inquiring book tax amount

    payable, custom guarantee and penalty balance totaling to RMB 118,292,319.46. No reply has been

    received, so it was impossible for the CPAs to confirm the influence on financial statement of the

    Company.

    Due to the Company’s tax payable was formed in the past, which had a long time, there was no

    newly-increased tax payable in the report period, forming reasons were complex, personnel of

    specific affairs had changed, and tax department needed time to check clear the debts rights and

    amounts of both sides, therefore, we are not able to receive confirmation letter from tax department.

    According to the regulations in Administration of Tax Collection regulated by the State, it is possible

    to repay the penalties and overdue fine. The Company will continue to follow up the work of

    checking account of tax department, check clear the amount of tax payable as soon as possible, and

    will disclose information according to the requirements of relevant regulations if there is some

    progress.

    3. Contingent events and lawsuits

    Shenzhen Pengcheng Certified Public Accountants believed that: card information for loans of the

    Company was not accordant because of system updating and other seasons; during the auditing, the

    CPAs made field verification in relevant courts involved in lawsuits for external guarantee and

    overdue loans of the Company as substitute audit procedure, while no confirmation document had

    been obtained from the relevant courts. Besides, due to that it was hard to implement other effective

    audit procedures, it was unable for us to judge whether the Company had disclosed complete

    contingent events and lawsuits, and impacts on its financial statement.Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    7

    The historically formed loan and guarantee lawsuit had existed rather long time; in the report period,

    there was no newly-added undisclosed guarantee events and lawsuits; part courts in charge of those

    lawsuits changed, and specific responsible people also altered; the court needs time to check details

    and amount of the case, so the court didn’t write back for confirmation. The Company will continue

    follow up the check work by certified public accountants with related courts, and checks clear the

    contingent events and lawsuits as soon as possible. If there is any progress, information disclosure

    will be made according to requirements of relevant regulations.

    4. Matters on sustainable operations

    Shenzhen Pengcheng Certified Public Accountants thought that, the Company’ asset could seriously

    not offset the debt; the measures on the reconciliation procedure of the bankruptcy to settle the debts

    had no material progress and could not be able to get adequate and proper audit evidence to confirm

    it could effectively improve the continuous operations of the Company; thus, we could not judge

    whether the financial report 2008 prepared by the Company based on imagined continuous

    operations was proper.

    Since March 2003, the promotion on debt restructuring by the former largest creditor of the

    Company-China Huarong Asset Management Corporation acquired breakthrough development, the

    Plan on Reorganization of Shenzhen China Bicycle Company (Holdings) Limited has obtained the

    approval from relevant department such as China Banking Regulatory Commission, in which all the

    interests of the financial debts the Company owed ended Dec. 31, 2004 were exempted and stopped

    interest calculation , and it was under the stage of implementation.

    The Company and International Finance Corporation signed Reconciled Agreement on Mar 29th of

    2007, in which it was agreed to settle all the credits and liabilities between the two parties with USD

    equivalent to RMB 2 million. The liabilities amount was consisted of principal approximately

    amounting to USD 3.87 million and an accrued interest approximately amounting to RMB 42.78

    million. The two largest creditors of the Company-Shenzhen Guosheng Energy Investment

    Development Co., Ltd. and Guangdong Sunrise Holdings Co., Ltd. agreed to stop calculation of

    interest of consolidated loan of RMB 69,558,600 for the whole year of 2007, and RMB 66,226,800

    for 2008. The interest would also not be collected in future. The largest creditor of the

    Company-Shenzhen Guosheng Energy Investment Development Co., Ltd. agreed to stop calculation

    of interest of loan of RMB 9,124,600 and loan of USD 84,797,600 for the whole year of 2009. The

    interest would also not be collected in future.

    Besides progress was made in debt restructure, the Company also made continuous growth in its

    main operation and the main operation continued to make profit. Payment pressure of the Company

    in short-term has been sharply brought down; the sustainable operation ability has been improved

    comparatively.

    On Dec. 30, 2006, China Huarong Asset Management Corporation transferred its creditor right to

    Shenzhen Guosheng Energy Investment Development Co., Ltd. After the change of the largest

    creditor, the former largest creditor China Huarong Asset Management Corporation applied to

    Shenzhen Intermediate People’ Court for bankruptcy of the Company on August 1, 2005, planning to

    settle the debts of the Company completely through bankruptcy and reform measures; the new

    creditor Shenzhen Guosheng Energy Investment Development Co., Ltd. was responsible for

    promoting the restructuring works on relevant debts and reorganization, and it was speeding up

    making scheme for debt restructuring and has got certain progress.

    Meanwhile, big shareholders, relevant creditors and senior executives of the Company are actively

    seeking for support from government and tax department for solving history debts in debt

    restructuring.

    The Board of the Company believed that: as the debt and asset restructure of the Company

    continuously made progress, together with the continuous growth of the Company’s performance, itsShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    8

    operation environment, operation status and sustainable operation ability would be improved further.

    §6. Significant Events

    6.1 Purchases and sales of assets and assets restructure

    6.1.1 Assets purchased or acquired

    □Applicable √Inapplicable

    6.1.2 Assets sold

    □Applicable √Inapplicable

    6.1.3 Progress of the events and their influence on the Company’s operating results and financial

    status in the report period after the Report on Assets Restructure or Public Notice on Acquisition

    and Sales of Assets being published

    □Applicable √Inapplicable

    6.2 Guarantees

    √Applicable □Inapplicable

    Unit: RMB’0000

    Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries)

    Name of the

    Company

    guaranteed

    Date of happening

    (Date of signing

    agreement)

    Amount of

    guarantee

    Guarantee

    type

    Guarantee

    term

    Complete

    implement

    ation or not

    Guarantee for related

    party (Yes or no)

    Guangdong Sunrise

    Group Co., Ltd. June 20, 1996 504.55 Joint

    responsibility 6 months No No

    Guangdong Sunrise

    Group Co., Ltd. July 26, 2006 2,800.00 Joint

    responsibility 4 months No No

    Guangdong Sunrise

    Group Co., Ltd. Sep. 30, 1999 681.83 Joint

    responsibility 12 months No No

    Guangdong Sunrise

    Group Co., Ltd. Apr. 30, 1998 260.00 Joint

    responsibility 11 months No No

    Guangdong Sunrise

    Group Co., Ltd. July 30, 1997 250.00 Joint

    responsibility 7 months No No

    Guangdong Sunrise

    Group Co., Ltd. June 4, 1997 300.00 Joint

    responsibility 8 months No No

    Gintian Industry

    (Group) Co., Ltd. Oct. 30, 1998 5,000.00 Joint

    responsibility 6 months No No

    Shenzhen Tianma

    Cosmetics Co., Ltd. Sep. 30, 1994 800.00 Joint

    responsibility 12 months No No

    Total amount of guarantee in the report

    period 0.00

    Total balance of guarantee at the end of

    the report period (A) 10,596.38

    Guarantee of the Company for the controlling subsidiaries

    Total amount of guarantee for controlling

    subsidiaries in the report period 0.00

    Total balance of guarantee for controlling

    subsidiaries at the end of the report period 7,817.02Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    9

    (B)

    Particulars about the total guarantee of the Company (Including the guarantee for the controlling subsidiaries)

    Total amount of guarantee(A+B) 18,413.40

    The proportion of the total amount of

    guarantee in the net assets of the

    Company

    -10.03%

    Including:

    Amount of guarantee for shareholders,

    actual controller and its related parties(C) 0.00

    The debts guarantee amount provided for

    the guaranteed parties whose

    assets-liability ratio exceed 70% directly

    or indirectly(D)

    18,413.40

    Proportion of total amount of guarantee in

    net assets of the Company exceed 50%(E) 18,413.40

    Total amount of the aforesaid three

    guarantees(C+D+E) 36,826.80

    Explanations on possibly bearing joint

    and several liquidating responsibilities for

    undue guarantees

    Naught

    6.3 Current non-operating related credits and liabilities

    √Applicable □Inapplicable

    Unit: RMB’0000

    Funds offered to related parties Funds offered to the listed company by

    Related parties related parties

    Amount occurred Balance Amount occurred Balance

    Shenzhen Guocheng Energy

    Investment Development Co.,

    Ltd.

    0.00 0.00 16.48 60,039.64

    Shenzhen Jinhuan Printing

    Format Co., Ltd. 0.00 0.00 0.00 276.98

    Total 0.00 0.00 16.48 60,316.62

    Of which: in the report period, the occupied occurring amount and balance that listed company

    provided capital to its shareholders and subsidiaries were respectively RMB 0.00 and RMB 0.00.

    6.4 Material lawsuits and arbitrations

    □Applicable √Inapplicable

    6.5 Other significant events and analysis on their influences and solutions

    □Applicable √Inapplicable

    6.5.1 Particulars about securities investment

    □Applicable √Inapplicable

    6.5.2 Equity of other listed companies held

    □Applicable √InapplicableShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    10

    6.5.3 Occupation and its progress of paying off on the fund in semi-annual year of 2009

    □Applicable √Inapplicable

    Special explanations and independent opinions on the occupations of the related parties’ funds and

    external guarantees of the Company presented by the independent directors

    According to the regulations of Concerning Some Issues on Regulating the Funds between Listed

    Companies and Associated Parties and Listed Companies’ Provision of Guaranty to Other Parties

    (No. 56 [2003] promulgated by CSRS) as the independent directors of Shenzhen China Bicycle

    Company (Holdings) Limited, we made inspection on the accumulative and current external

    guarantees of the Company and also on the guarantee getting out of line, together according to the

    Special Explanation on Fund Occupancy and Guarantee Getting out of Line of the Controlling

    Shareholders and Other Associated parties of Shenzhen China Bicycle Company (Holdings)

    Limited issued by Shenzhen Pengcheng CPAs (No. 205 SPSGZZ [2009]) and relevant data. Here

    comes the detail explanation:

    During the report period, no guarantee or guarantee out of line has been provided by the Company

    for its controlling shareholders and the subordinate enterprises. The guarantee or guarantee out of

    line provided by the Company for its controlling shareholders and the subordinate enterprises were

    those happened from 1996 to 1999, belonging to the events left in history. Due to that most

    guaranteed parities were not able to repay, the Company treated most guarantees as the projected

    liabilities which amounted to RMB 184,133,984.92.

    6.5.4 Implementation of commitments made by the Company, and its shareholders, directors,

    supervisors and senior executives

    □Applicable √Inapplicable

    6.6 Registration form for receiving research, communication and interview in the report period.

    Date Place Way The received

    parties

    Contents discussed and materials

    supplied

    Jan. -June,

    2009

    Office of the

    Company

    Phone

    communication

    Tradable

    shareholder

    Progresses of Share Merger

    Reform and debts restructuring of

    the Company

    §7. Financial Report

    7.1 Auditing opinion

    Financial Report √Un-audited □Audited

    7.2 Financial statement

    7.2.1 Balance Sheet

    Prepared by Shenzhen China Bicycle Company (Holdings) Limited June 30, 2009 Unit: RMB

    Items MeArmgeoru n t at pPeariroedn-t eCnodm pany MerAgmero u nt at yPeaarr-ebnet gCino mpany

    Current assets:

    Monetary funds 19,350,870.76 413,653.88 10,086,599.53 417,444.51

    Settlement provisions

    Capital lent

    Transaction finance asset

    Notes receivable 7,119,177.00 5,408,792.00Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    11

    Accounts receivable 1,143,405.51 138,096,336.45 385,033.41 136,120,228.45

    Accounts paid in advance 482,806.08 504,440.40

    Insurance receivable

    Reinsurance receivables

    Contract reserve of

    reinsurance receivable

    Interest receivable

    Dividend receivable

    Other receivables 29,606,742.39 51,422,147.96 42,193,937.90 87,659,723.49

    Purchase restituted finance

    asset

    Inventories 42,805,701.00 25,691,296.43 36,197,343.93 26,922,910.94

    Non-current asset due within

    one year

    Other current assets

    Total current assets 100,508,702.74 215,623,434.72 94,776,147.17 251,120,307.39

    Non-current assets:

    Granted loans and advances

    Finance asset available for

    sales

    Held-to-maturity investment

    Long-term account

    receivable

    Long-term equity investment 2,619,840.50 2,619,840.50 2,619,840.50 2,619,840.50

    Investment property 9,988,474.06 9,988,474.06 10,311,261.40 10,311,261.40

    Fixed assets 50,284,579.78 49,674,225.38 56,010,305.12 55,334,097.37

    Construction in progress

    Engineering material

    Disposal of fixed asset

    Productive biological asset

    Oil and gas asset

    Intangible assets 26,748,720.32 26,748,720.32 27,180,151.34 27,180,151.34

    Expense on Research and

    Development

    Goodwill

    Long-term expenses to be

    apportioned

    Deferred income tax asset

    Other non-current asset

    Total non-current asset 89,641,614.66 89,031,260.26 96,121,558.36 95,445,350.61

    Total assets 190,150,317.40 304,654,694.98 190,897,705.53 346,565,658.00

    Current liabilities:

    Short-term loans 399,551,503.18 338,628,113.67 399,661,355.35 338,713,085.90

    Loan from central bank

    Absorbing deposit andShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    12

    interbank deposit

    Capital borrowed

    Transaction financial

    liabilities

    Notes payable

    Accounts payable 135,035,592.14 294,751,039.04 130,714,884.86 324,940,555.98

    Accounts received in

    advance 30,478,401.63 14,605,306.04 21,333,035.66 14,605,306.04

    Selling financial asset of

    repurchase

    Commission charge and

    commission payable

    Wage payable 1,580,769.82 1,444,837.18 1,686,297.83 1,550,365.19

    Taxes payable 94,645,350.51 94,160,637.53 95,399,029.08 94,220,632.13

    Interest payable

    Dividend payable

    Other accounts payable 164,177,338.26 130,401,031.73 168,604,764.50 134,698,784.49

    Reinsurance payables

    Insurance contract reserve

    Security trading of agency

    Security sales of agency

    Non-current liabilities due

    within 1 year 872,849,065.72 872,849,065.72 873,090,594.28 873,090,594.28

    Other current liabilities 142,848,681.83 142,804,212.07 118,929,914.04 118,881,087.74

    Total current liabilities 1,841,166,703.09 1,889,644,242.98 1,809,419,875.60 1,900,700,411.75

    Non-current liabilities:

    Long-term loans

    Bonds payable

    Long-term account payable

    Special accounts payable

    Projected liabilities 184,133,984.92 184,133,984.92 184,133,984.92 184,133,984.92

    Deferred income tax liabilities

    Other non-current liabilities

    Total non-current liabilities 184,133,984.92 184,133,984.92 184,133,984.92 184,133,984.92

    Total liabilities 2,025,300,688.01 2,073,778,227.90 1,993,553,860.52 2,084,834,396.67

    Owner’s equity (or shareholders’

    equity):

    Paid-in capital (or share

    capital) 479,433,003.00 479,433,003.00 479,433,003.00 479,433,003.00

    Capital public reserve 434,801,979.96 434,801,979.96 410,893,564.33 410,893,564.33

    Less: Inventory shares

    Reasonable reserve

    Surplus public reserve 32,673,227.01 32,673,227.01 32,673,227.01 32,673,227.01

    Provision of general risk

    Retained profit -2,782,392,084.4 -2,716,031,742.89 -2,726,059,175.73 -2,661,268,533.01Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    13

    2

    Balance difference of

    foreign currency translation

    Total owner’s equity attributable

    to parent company

    -1,835,483,874.4

    5 -1,769,123,532.92 -1,803,059,381.39 -1,738,268,738.67

    Minority interests 333,503.84 0.00 403,226.40

    Total owner’s equity -1,835,150,370.6

    1 -1,769,123,532.92 -1,802,656,154.99 -1,738,268,738.67

    Total liabilities and owner’s

    equity 190,150,317.40 304,654,694.98 190,897,705.53 346,565,658.00

    7.2.2 Profit Statement

    Prepared by Shenzhen China Bicycle Company (Holdings) Limited January-June, 2009 Unit: RMB

    Amount in this period Amount in last period

    Items Merger

    Parent

    Company Merger

    Parent

    Company

    I. Total operating income 112,494,583.85 6,937,308.60 111,109,918.15 10,407,975.69

    Including: Operating income 112,494,583.85 6,937,308.60 111,109,918.15 10,407,975.69

    Interest income

    Insurance gained

    Commission charge and

    commission income

    II. Total operating cost 169,230,313.37 62,033,616.75 122,334,310.63 26,474,147.33

    Including: Operating cost 106,593,086.70 3,974,352.73 107,134,404.03 10,071,763.63

    Interest expense

    Commission charge and

    commission expense

    Cash surrender value

    Net amount of expense of

    compensation

    Net amount of withdrawal of

    insurance contract reserve

    Bonus expense of guarantee

    slip

    Reinsurance expense

    Operating tax and extras 71,335.20 0.00 88,423.82 84.83

    Sales expenses 2,684,550.07 242,795.77 1,963,943.81 355,680.10

    Administration expenses 13,170,221.92 11,078,381.49 20,057,572.33 19,136,897.19

    Financial expenses 47,481,613.43 47,508,580.71 -8,166,429.57 -4,346,674.63

    Losses of devaluation of asset -770,493.95 -770,493.95 1,256,396.21 1,256,396.21

    Add: Changing income of fair

    value(Loss is listed with “-“)

    Investment income (Loss is

    listed with “-”) -622,522.60 -622,522.60

    Including: Investment income

    on affiliated company and joint

    ventureShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    14

    Exchange income (Loss is

    listed with “-”)

    III. Operating profit (Loss is

    listed with “-”) -56,735,729.52 -55,096,308.15 -11,846,915.08 -16,688,694.24

    Add: Non-operating income 347,319.93 347,319.93 7,910,464.46 7,887,299.46

    Less: Non-operating expense 14,221.66 14,221.66 350,214.86 131,502.93

    Including: Disposal loss of

    non-current asset 18,300.00 0.00

    IV. Total Profit (Loss is listed

    with “-”) -56,402,631.25 -54,763,209.88 -4,286,665.48 -8,932,897.71

    Less: Income tax expense 0.00 0.00 0.00 0.00

    V. Net profit (Net loss is listed with

    “-”) -56,402,631.25 -54,763,209.88 -4,286,665.48 -8,932,897.71

    Net profit attributable to

    owner’s of parent company -56,332,908.69 -54,763,209.88 -4,615,635.71 -8,932,897.71

    Minority shareholders’ gains

    and losses -69,722.56 0.00 328,970.23 0.00

    VI. Earnings per share

    i. Basic earnings per share -0.1175 -0.0096

    ii. Diluted earnings per share -0.1175 -0.0096

    7.2.3 Cash Flow Statement

    Prepared by Shenzhen China Bicycle Company (Holdings) Limited January-June, 2009 Unit: RMB

    Amount in this period Amount in last period

    Items Merger Parent Company Merger Parent Company

    I. Cash flows arising from

    operating activities:

    Cash received from selling

    commodities and providing labor

    services

    71,289,969.34 0.00 82,404,686.93 6,318,365.75

    Net increase of customer

    deposit and interbank deposit

    Net increase of loan from

    central bank

    Net increase of capital

    borrowed from other financial

    institution

    Cash received from original

    insurance contract fee

    Net cash received from

    reinsurance business

    Net increase of insured

    savings and investment

    Net increase of disposal of

    transaction financial asset

    Cash received from interest,

    commission charge and

    commission

    Net increase of capital

    borrowed

    Net increase of returnedShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    15

    business capital

    Write-back of tax received

    Other cash received

    concerning operating activities 5,979,012.67 8,803,805.33 2,777,163.76 4,001,491.34

    Subtotal of cash inflow

    arising from operating activities 77,268,982.01 8,803,805.33 85,181,850.69 10,319,857.09

    Cash paid for purchasing

    commodities and receiving labor

    service

    60,326,101.39 0.00 66,735,699.57 1,433,399.55

    Net increase of customer

    loans and advances

    Net increase of deposits in

    central bank and interbank

    Cash paid for original

    insurance contract compensation

    Cash paid for interest,

    commission charge and

    commission

    Cash paid for bonus of

    guarantee slip

    Cash paid to/for staff and

    workers 7,809,094.78 886,540.42 14,441,210.71 1,469,877.21

    Taxes paid 2,363,221.09 1,410,843.29 2,751,409.74 1,622,913.34

    Other cash paid concerning

    operating activities 6,016,995.73 6,496,280.63 7,439,194.00 5,745,697.58

    Subtotal of cash outflow

    arising from operating activities 76,515,412.99 8,793,664.34 91,367,514.02 10,271,887.68

    Net cash flows arising from

    operating activities 753,569.02 10,140.99 -6,185,663.33 47,969.41

    II. Cash flows arising from

    investing activities:

    Cash received from

    recovering investment

    Cash received from

    investment income

    Net cash received from

    disposal of fixed, intangible and

    other long-term assets

    550,000.00 10,444,667.52 105,942.92

    Net cash received from

    disposal of subsidiaries and

    other units

    Other cash received

    concerning investing activities 8,000,000.00

    Subtotal of cash inflow

    from investing activities 8,550,000.00 10,444,667.52 105,942.92

    Cash paid for purchasing

    fixed, intangible and other

    long-term assets

    39,287.43 13,931.62 56,788.00 45,388.00

    Cash paid for investment

    Net increase of mortgaged

    loans

    Net cash received from

    subsidiaries and other units

    Other cash paid concerning

    investing activitiesShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    16

    Subtotal of cash outflow

    from investing activities 39,287.43 13,931.62 56,788.00 45,388.00

    Net cash flows arising from

    investing activities 8,510,712.57 -13,931.62 10,387,879.52 60,554.92

    III. Cash flows arising from

    financing activities

    Cash received from

    absorbing investment

    Including: Cash received

    from absorbing minority

    shareholders’ investment by

    subsidiaries

    Cash received from loans

    Cash received from issuing

    bonds

    Other cash received

    concerning financing activities

    Subtotal of cash inflow

    from financing activities

    Cash paid for settling debts

    Cash paid for dividend and

    profit distributing or interest

    paying

    Including: Dividend and

    profit of minority shareholder

    paid by subsidiaries

    Other cash paid concerning

    financing activities

    Subtotal of cash outflow

    from financing activities

    Net cash flows arising from

    financing activities

    IV. Influence on cash and cash

    equivalents due to fluctuation in

    exchange rate

    -10.36 -1,216.65

    V. Net increase of cash and cash

    equivalents 9,264,271.23 -3,790.63 4,200,999.54 108,524.33

    Add: Balance of cash and

    cash equivalents at the period

    -begin

    10,086,599.53 417,444.51 14,062,198.43 477,660.27

    VI. Balance of cash and cash

    equivalents at the period -end 19,350,870.76 413,653.88 18,263,197.97 586,184.60Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    17

    7.2.4 Consolidated Statement on Changes of Owners' Equity

    Prepared by Shenzhen China Bicycle Company (Holdings) Limited Semi-Annual of 2009 Unit: RMB

    Amount in this report period Amount in last year

    Owners' equity attributable to the parent company Owners' equity attributable to the parent company

    Items

    Paid-up

    capital

    (Share

    capital)

    Capital

    reserve

    s

    Less:

    Treasur

    y Stock

    Reason

    able

    reserve

    Surplus

    reserve

    s

    Genera

    l risk

    provisi

    on

    Retaine

    d profit

    Others

    Minorit

    y’s

    equity

    Total

    owners’

    equity

    Paid-up

    capital

    (Share

    capital)

    Capital

    reserve

    s

    Less:

    Treasur

    y Stock

    Reason

    able

    reserve

    Surplus

    reserve

    s

    Genera

    l risk

    provisi

    on

    Retaine

    d profit

    Others

    Minorit

    y’s

    equity

    Total

    owners’

    equity

    I. Balance at the end of last

    year

    479,43

    3,003.0

    0

    410,89

    3,564.3

    3

    32,673,

    227.01

    -2,726,

    059,17

    5.73

    403,22

    6.40

    -1,802,

    656,15

    4.99

    479,43

    3,003.0

    0

    362,02

    7,636.6

    4

    32,673,

    227.01

    -2,681,

    166,16

    9.33

    -1,807,

    032,30

    2.68

    Add: Changes of accounting

    policy

    Error correction of the last

    period

    Others

    II. Balance at the beginning

    of this year

    479,43

    3,003.0

    0

    410,89

    3,564.3

    3

    32,673,

    227.01

    -2,726,

    059,17

    5.73

    403,22

    6.40

    -1,802,

    656,15

    4.99

    479,43

    3,003.0

    0

    362,02

    7,636.6

    4

    32,673,

    227.01

    -2,681,

    166,16

    9.33

    -1,807,

    032,30

    2.68

    III. Increase/ Decrease in this

    year (Decrease is listed with

    "-")

    23,908,

    415.63

    -56,332

    ,908.69

    -69,722

    .56

    -32,494

    ,215.62

    48,865,

    927.69

    -44,893

    ,006.40

    403,22

    6.40

    4,376,1

    47.69

    (I) Net profit

    -56,332

    ,908.69

    -69,722

    .56

    -56,402

    ,631.25

    -44,893

    ,006.40

    403,22

    6.40

    -44,489

    ,780.00

    (II) Profits and losses

    calculating into owners'

    23,908, 23,908, 48,865, 48,865,Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    18

    equity 415.63 415.63 927.69 927.69

    1. Net changing amount of

    fair value of financial assets

    available for sale

    2. Effect of changes of other

    owners' equity of invested

    units under equity method

    3. Effect of income tax

    related to owners' equity

    4. Others

    23,908,

    415.63

    23,908,

    415.63

    48,865,

    927.69

    48,865,

    927.69

    Subtotal of (I)and (II)

    23,908,

    415.63

    -56,332

    ,908.69

    -69,722

    .56

    -32,494

    ,215.62

    48,865,

    927.69

    -44,893

    ,006.40

    403,22

    6.40

    4,376,1

    47.69

    (III) Owners' devoted and

    decreased capital

    1. Owners' devoted capital

    2. Amount calculated into

    owners' equity paid in shares

    3. Others

    (IV) Profit distribution

    1. Withdrawal of surplus

    reserves

    2. Withdrawal of general risk

    provisions

    3. Distribution for owners

    (shareholders)Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    19

    4. Others

    (V) Carrying forward internal

    owners' equity

    1. Capital reserves conversed

    to capital (share capital)

    2. Surplus reserves conversed

    to capital (share capital)

    3. Remedying loss with

    surplus reserve

    4. Others

    IV. Balance at the end of the

    report period

    479,43

    3,003.0

    0

    434,80

    1,979.9

    6

    32,673,

    227.01

    -2,782,

    392,08

    4.42

    333,50

    3.84

    -1,835,

    150,37

    0.61

    479,43

    3,003.0

    0

    410,89

    3,564.3

    3

    32,673,

    227.01

    -2,726,

    059,17

    5.73

    403,22

    6.40

    -1,802,

    656,15

    4.99

    7.2.5 Statement on Changes of Owners' Equity of Parent Company

    Prepared by Shenzhen China Bicycle Company (Holdings) Limited Semi-Annual of 2009 Unit: RMB

    Amount in this report period Amount in last year

    Items

    Paid-up

    capital

    (Share

    capital)

    Capital

    reserves

    Less:

    Treasury

    Stock

    Reasonabl

    e reserve

    Surplus

    reserves

    Retained

    profit

    Total

    owners’

    equity

    Paid-up

    capital

    (Share

    capital)

    Capital

    reserves

    Less:

    Treasury

    Stock

    Reasonabl

    e reserve

    Surplus

    reserves

    Retained

    profit

    Total

    owners’

    equity

    I. Balance at the end of last

    year

    479,433,00

    3.00

    410,893,56

    4.33

    32,673,227

    .01

    -2,661,268,

    533.01

    -1,738,268,

    738.67

    479,433,00

    3.00

    362,027,63

    6.64

    32,673,227

    .01

    -2,612,869,

    231.77

    -1,738,735,

    365.12

    Add: Changes of accounting

    policyShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    20

    Error correction of the last

    period

    Others

    II. Balance at the beginning

    of this year

    479,433,00

    3.00

    410,893,56

    4.33

    32,673,227

    .01

    -2,661,268,

    533.01

    -1,738,268,

    738.67

    479,433,00

    3.00

    362,027,63

    6.64

    32,673,227

    .01

    -2,612,869,

    231.77

    -1,738,735,

    365.12

    III. Increase/ Decrease in this

    year (Decrease is listed with

    "-")

    23,908,415

    .63

    -54,763,20

    9.88

    -30,854,794

    .25

    48,865,927

    .69

    -48,399,30

    1.24

    466,626.45

    (I) Net profit

    -54,763,20

    9.88

    -54,763,209

    .88

    -48,399,30

    1.24

    -48,399,301

    .24

    (II) Profits and losses

    calculating into owners'

    equity

    23,908,415

    .63

    23,908,415.

    63

    48,865,927

    .69

    48,865,927.

    69

    1. Net changing amount of

    fair value of financial assets

    available for sale

    2. Effect of changes of other

    owners' equity of invested

    units under equity method

    3. Effect of income tax

    related to owners' equity

    4. Others

    23,908,415

    .63

    23,908,415.

    63

    48,865,927

    .69

    48,865,927.

    69

    Subtotal of (I) and (II)

    23,908,415

    .63

    -54,763,20

    9.88

    -30,854,794

    .25

    48,865,927

    .69

    -48,399,30

    1.24

    466,626.45

    (III) Owners' devoted andShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    21

    decreased capital

    1. Owners' devoted capital

    2. Amount calculated into

    owners' equity paid in shares

    3. Others

    (IV) Profit distribution

    1. Withdrawal of surplus

    reserves

    2. Distribution for owners

    (shareholders)

    3. Others

    (V) Carrying forward internal

    owners' equity

    1. Capital reserves conversed

    to capital (share capital)

    2. Surplus reserves conversed

    to capital (share capital)

    3. Remedying loss with

    surplus reserves

    4. Others

    IV. Balance at the end of the

    report period

    479,433,00

    3.00

    434,801,97

    9.96

    32,673,227

    .01

    -2,716,031,

    742.89

    -1,769,123,

    532.92

    479,433,00

    3.00

    410,893,56

    4.33

    32,673,227

    .01

    -2,661,268,

    533.01

    -1,738,268,

    738.67Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009

    22

    7.3 Notes to financial statement

    7.3.1 If there have been any changes to the accounting policy and accounting estimates, or

    modification of accounting errors, give the relevant contents, reasons and the influenced numbers.

    □Applicable √Inapplicable

    7.3.2 If there have been any material changes to the consolidation scope of the financial statement,

    give the reasons and the influenced numbers.

    □Applicable √Inapplicable

    7.3.3 If Non-standard Unqualified Opinion is supplied, list the related notes to the matters involved.

    □Applicable √Inapplicable

    Board of Directors of

    Shenzhen China Bicycle Company (Holdings) Limited

    August 13, 2009