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*ST中华B:2013年第三季度报告全文(英文版)2013-10-28  

						                      深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文




Shenzhen China Bicycle Company (Holdings) Limited

    THE THIRD QUARTERLY REPORT FOR 2013




                 October 2013




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                                        深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文




                            Indication of major risks

I. On 24 October 2012, a “Civil Ruling Paper” (2012) Shen Zhong Fa Po Zi No.
30-1 was ruled by Shenzhen Intermediate People’s Court for reorganization of
the Company since 25 October 2012; King & Wood Mallesons (Shenzhen) and
Shenzhen Zhengyuan Liquidation Co., Ltd. was appointed as administrator for
the Company. In accordance with regulation of article 13.2.7 of Rules Governing
the Listing of Stock on Shenzhen Stock Exchange, the stock of the Company
suspended since 13 November 2012, resumption should apply to Shenzhen Stock
Exchange by the Company till the reorganization plan was ruled by Shenzhen
Intermediate People’s Court. Vary reorganization works still in process recently.
During reorganization, the Company has suspended risk due to regulation of
Listing Rules, or has risks of declared bankrupt liquidation due to the reasons
regulated pursuit to Enterprise Bankruptcy Law of the People’s Republic of
China; if the Company declared bankrupt liquidation, stock of the Company
will at risk of de-listing. Majority investors are advice to exercise rational
investment with risks attention.

II. Owing to the negative amount of audited closing net assets for year of 2012,
accounting statement of the Company was issued an audit report with
disclaimer of opinion, in accordance with relevant regulations of Rules
Governing the Listing of Stocks on Shenzhen Stock Exchange (Revised in 2012),
the Company will has warning of delisting risk implemented. Since bankruptcy
reorganization implemented from 25 October 2012 ruled by Shenzhen
Intermediate People’s Court, stock of the Company was implemented risk
warning and suspended, therefore the Company continues to implemented
warning of delisting risk.   If the audited net assets at period-end for year of
2013 continues to be negative, or the audit report continues to be issued with
disclaimer of opinion or adverse opinion, the stock of the Company will suspend
according to the Rules Governing the Listing of Stocks on Shenzhen Stock
Exchange.




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                                                         深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文



                                     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 Luo Guiyou, Person in Charge of Accounting Works Li Hai and Person in Charge of
Accounting Organ (Accounting Officer) Sun Longlong hereby confirm that the Financial Report of the Third
Quarterly Report is authentic, accurate and complete.




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                                                                    深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文




        Section II. Main accounting data and changes of shareholders

I. Main accounting data and index

Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes √ No

                                           Current period-end               Period-end of last year             Increase/decrease (%)

Total assets(RMB)                                     174,455,867.41                      162,649,076.30                               7.26%

Net assets attributable to
shareholders of listed company                      -1,736,414,259.06                 -1,709,451,256.41                                1.58%
(RMB)

                                                                                                                      Increase/decrease in
                                                                 Increase/decrease in                                   comparison with
                                                                                           Year-begin to end of
                                         Current period         comparison with same                                     year-begin to
                                                                                                   the Period
                                                                period of last year (%)                              Period-end of last year
                                                                                                                               (%)

Operating revenue (RMB)                       95,324,387.74                      11.47%             200,227,908.32                     0.77%

Net profit attributable to
shareholders of the listed company             2,320,605.55                     115.65%             -26,963,002.65                    44.03%
(RMB)

Net profit attributable to
shareholders of the listed company
                                               2,325,966.97                     115.73%               4,523,091.03                   109.39%
after deducting non-recurring gains
and losses(RMB)

Net cash flow arising from
                                               --                         --                        -12,259,564.26                   -387.93%
operating activities(RMB)

Basic earnings per share
                                                       0.0042                   115.65%                    -0.0489                    44.03%
(RMB/Share)

Diluted earnings per share
                                                       0.0042                   115.65%                    -0.0489                    44.03%
(RMB/Share)

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
                                                                                            15,100.00
write-off that accrued for impairment of assets)


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                                                                   深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


Reorganization expenses, such as expenditure for allocation of                                            Expenditure for allocation of
                                                                                    -31,521,787.26
employees and integration fee                                                                                      employees

Other non-operating income and expenditure except for the
                                                                                           20,593.58
aforementioned items

Total                                                                               -31,486,093.68                     --

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


II. Statement of the total shareholders and shares-held of top ten shareholders at end of the
Period

                                                                                                                                In Share

Total shareholders at period-end                                                                                                  34,424

                                                  Shares-held of top ten shareholders

                                                                                                                    Number of share
                                                              Proportion                        Amount of
                                              Nature of                      Amount of                               pledged/frozen
                Shareholders                                   of shares                     restricted shares
                                             shareholder                     shares held                          State of
                                                               held (%)                            held                        Amount
                                                                                                                    share

                                         Domestic
Shenzhen Guosheng Energy
                                         non-State-owned          11.81%        65,098,412         9,963,618
Investment Development Co., Ltd.
                                         legal person

                                         Foreign legal
Zhuorun Technology Co., Ltd.                                          8%        44,104,246                    0
                                         person

                                         Domestic nature
Zeng Ying                                                          1.25%         6,894,257                    0
                                         person

                                         Domestic
Shenzhen Kangsheng Investment
                                         non-State-owned           1.08%         5,972,500                    0
Development Co., Ltd.
                                         legal person

                                         Foreign legal
Jingchao Investment Co., Ltd.                                      0.91%         5,001,944                    0
                                         person

                                         Domestic nature
Li Gaofeng                                                         0.42%         2,293,241                    0
                                         person

                                         Domestic nature
Wang Haoyu                                                          0.4%         2,221,933                    0
                                         person

                                         Domestic nature
TANG JING YUAN                                                      0.4%         2,213,175                    0
                                         person



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                                                                  深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


GUOTAI JUNAN
                                        Foreign legal
SECURITIES(HONGKONG)                                               0.4%         2,208,017                  0
                                        person
LIMITED

                                        Domestic nature
Liu Xiuhuang                                                      0.37%         2,061,707                  0
                                        person

                                  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
                                                                                    55,134,794                               55,134,794
Investment Development Co., Ltd.                                                                       shares

                                                                                                  RMB ordinary
Zhuorun Technology Co., Ltd.                                                        44,104,246                               44,104,246
                                                                                                       shares

                                                                                                   Domestically
Zeng Ying                                                                             6,894,257    listed foreign             6,894,257
                                                                                                       shares

Shenzhen Kangsheng Investment                                                                     RMB ordinary
                                                                                      5,972,500                               5,972,500
Development Co., Ltd.                                                                                  shares

                                                                                                  RMB ordinary
Jingchao Investment Co., Ltd.                                                         5,001,944                               5,001,944
                                                                                                       shares

                                                                                                   Domestically
Li Gaofeng                                                                            2,293,241    listed foreign             2,293,241
                                                                                                       shares

                                                                                                  RMB ordinary
Wang Haoyu                                                                            2,221,933                               2,221,933
                                                                                                       shares

                                                                                                   Domestically
TANG JING YUAN                                                                        2,213,175    listed foreign             2,213,175
                                                                                                       shares

GUOTAI JUNAN                                                                                       Domestically
SECURITIES(HONGKONG)                                                                  2,208,017    listed foreign             2,208,017
LIMITED                                                                                                shares

                                                                                                   Domestically
Liu Xiuhuang                                                                          2,061,707    listed foreign             2,061,707
                                                                                                       shares

                                        Among the other circulating shareholders, the Company was unaware of whether there
Explanation on associated relationship existed associated relationship or whether there existed consistent actionist regulated in the
  among the aforesaid shareholders      Management Measure of Information Disclosure on Change of Shareholding for Listed
                                        Companies.

Explanation on shareholders involving
                                        N/A
    margin business (if applicable)



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                                                               深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


Whether has a buy-back agreement dealing in reporting period
□Yes √No




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                                                                    深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文




                                         Section III. Important events

I. Particular about major changes from items of main accounting statements and financial
indexes as well as reasons

1. Note receivable: amount of period-end increased 192.31% over that of period-beginning, mainly because the acceptance draft
settled from clients increased in subsidiary EMMELLE;
2. Account receivable: amount of period-end decreased 84.92% over that of period-beginning, mainly because account for goods are
collected by subsidiary EMMELLE;
3. Account paid in advance: amount of period-end increased 846.97% over that of period-beginning, mainly due to the settlement
way of business from subsidiary EMMELLE;
4. Inventory: amount of period-end increased 155.00% over that of period-beginning, mainly due to the preparation for peak seasons
from subsidiary EMMELLE;
5. Account received in advance: amount of period-end increased 65.38% over that of period-beginning, mainly because the accont
received in advance for peak seasons increased from subsidiary EMMELLE;
6. Sales expenses: the Period (from Jan. to Sept.) increased 94.78% over that of same period of last year, mainly because the market
expense was accrued in advance by subsidiary EMMELLE for peak season;
7. Administration expense: the Period (from Jan. to Sept.) increased 202.85% over that of same period of last year, mainly because
the staff labor-credit was clear-off in the Period due to reorganization;
8. Finance expenses: the Period (from Jan. to Sept.) decreased 100.57% over that of same period of last year, mainly because no
interest expenses will withdrawal in the Period due to reorganization;
9. Net profit: the Period (from Jan. to Sept.) losses 44.01% over that of same period of last year, mainly because (i) the finance
expense drop dramatically because no debt interest will withdrawal in the Period due to reorganization and (ii) the administration
expenses increased due to the clear-off of staff labor-credit in Period

II. Progress of significant events, their influences, and analysis and explanation of their
solutions
(I) Reorganization of the Company:
On 11 May 2012, the largest shareholder and biggest creditor of the Company, Shenzhen Guosheng Energy Investment and
Development Co., Ltd. applied to Shenzhen Municipal Intermediate People's Court for reforming the Company as the Company
couldn’t pay off the matured debts and was seriously insolvent. On 12th, Oct., 2012, Shenzhen Municipal Intermediate People's Court
ruled to accept the application proposed by Guosheng Energy according to (2012) Shenzhen Intermediate Court Po Zi No. 30 civil
ruling. In late October, 2012, Shenzhen Municipal Intermediate People's Court ruled to reform the Company since 25th, Oct., 2012
according to (2012) Shenzhen Intermediate Court Po Zi No. 30-1 civil ruling, appointed King & Wood (Shenzhen) Mallesons and
Shenzhen Zhengyuan Liquidation Affairs Co., Ltd. as the custodians of the Company. At the same time, Shenzhen Municipal
Intermediate People's Court made (2012) Shenzhen Intermediate Court Po Zi No. 30-1 written decision, and approved the Company
to manage property and business affairs by itself under the supervision of custodians according to the law. After the Company entered
bankruptcy reorganization procedures, in accordance with the relevant regulations of Enterprise Bankruptcy Law of the People's
Republic of China, the custodians started creditor's rights declaring registration and examination, and the first meeting of creditors of
the Company’s reorganization case was presided over by Shenzhen Municipal Intermediate People's Court and convoked on 11th,
Dec., 2012. According to the legal provisions, the company has established the reorganization plan draft, and submitted to Shenzhen
Intermediate People's Court and       the meeting of creditors of the company within the legal time limit. On 31st, Jul., 2013, the
company has received the written ruling for confirming the financial claim from the court and announced it. Soon afterwards, the 2nd

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                                                                     深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


meeting of creditors and contributors about the reorganization of CBC were call in the 1st approval court of Shenzhen Intermediate
People's Court respectively at A.M and P.M of 22 August 2013, the meeting deliberate and vote the reorganization draft of CBC and
adjustment of contributor’s equity, and the contributor meeting open a network voting at the same time. Being approved, voting term
for general creditor will last to 3 o’clock P.M of 10 September 2013 due to part of the creditors in the meeting have no authorized to
voting on-site. After the vote, tax creditor’s rights group passed the draft of reorganization plan, ordinary creditor’s right gourp fail to
pass the plan and contributors group passed the euqity adjustment plan involved in the reorganization plan draft. With purpose of
protect the creditor’s rights totally, and in line with relevant regulation of Enterprise Bankruptcy Law, the ordinary creditor’s right
gourp will vote for the plan again, and the re-voting will end at 3 o’clock P.M of 15 October 2013. After the vote, the ordinary
creditor’s right gourp passed the draft of reorganization plan. In light of the draft of reorganization plan passed by ordinary creditor’s
right gourp and tax creditor’s rights group by voting and the contributors’s equity adjustment plan passed by contributors group, the
Company will apply to Shenzhen Intermediate People's Court for reorganization plan timely by law. In addition, in line with the
separation of duties approved by the Court, the Company’s administrator start the assets disposal in order to rapid up the disposal of
reorganized assets and follow-up discharged claim. On 16 October 2013, the land use right and gound property buildings of the lands
(127,000 m2)locates at Zhonghua Industry Park, Longhua District, Shenzhen, were sell by public auction by Shenzhen Land & Real
Estate Exchange Center, and the land was won by Shenzhen Land Reserved Center with closing cost of RMB 1607 million. The
reorganization works still in process recently.


(II) Explanation from the Board for “Qualified Opinion” of last year’s
Financial Report of the Company for year of 2012 was audited by Crowe Horwath China CPA (LLP) with disclaimer of opinion
issued. In according to regulation of Rules Governing the Listing of Stocks on Shenzhen Stock Exchange, the specific explanations
with events involved in audit report from the Board are:
Disclaimer of opinion from CPA:


1. CBC started reforming on 25th, Oct., 2012, tax administration,       customs, finance, guarantees, suppliers, and other creditors have
declared financial claims to the custodian, up to the audit report date, the financial claims declaration has amounted to
3,453,252,904.97 Yuan, the total amount of financial claims that the custodian has confirmed and enrolled in The Form of Claims
was 1,875,616,630.22 Yuan, above-mentioned financial claims declared by the creditors are different from the accounting and
haven’t been ruled by the court, Crowe Horwath China CPAs cannot confirm its effects on financial statements of China Bicycle
Company.


2. Refer to the statement in Note X.: ended as 31 December 2012, total assets of CBC was 162,649,076.30 Yuan, total liability was
1,872,039,760.06 Yuan while net assets was -1,709,390,683.76 Yuan for serious insolvency resulted with vary huge over due debts,
taxes and lawsuit debts arising from external guarantee and overdue debts; Being application from first majority shareholder and
largest creditor of CBC, Shenzhen Guosheng Energy Investment Development Co., Ltd, CBC was ruled to reorganize since 25
October 2012 by Shenzhen Intermediate People’s Court. As to the end of audit reporting date, CBC still in process of reorganization
without judge from Shenzhen Intermediate People’s Court, Crowe Horwath China is unable to obtained complete-ness and properly
auditing evidence to guarantee whether it can improve the sustainable operational ability for China Bicycle. Therefore, Crowe
Horwath China fail to judge the appropriate-ness of the financial statement 2012 of CBC that prepared under the sustainable
hypothesis.


Specific explanation from the Board:
On 11th, May 2012, the largest shareholder and biggest creditor of the Company, Shenzhen Guosheng Energy Investment and
Development Co., Ltd. applied to Shenzhen Municipal Intermediate People's Court for reforming the Company as the Company
couldn’t pay off the matured debts and was seriously insolvent. On 12th, Oct., 2012, Shenzhen Municipal Intermediate People's Court
ruled to accept the application proposed by Guosheng Energy according to (2012) Shenzhen Intermediate Court Po Zi No. 30 civil

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                                                                     深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


ruling. In late October, 2012, Shenzhen Municipal Intermediate People's Court ruled to reform the Company since 25th, Oct., 2012
according to (2012) Shenzhen Intermediate Court Po Zi No. 30-1 civil ruling, appointed King & Wood (Shenzhen) Mallesons and
Shenzhen Zhengyuan Liquidation Affairs Co., Ltd. as the custodians of the Company. At the same time, Shenzhen Municipal
Intermediate People's Court made (2012) Shenzhen Intermediate Court Po Zi No. 30-1 written decision, and approved the Company
to manage property and business affairs by itself under the supervision of custodians according to the law. After the Company entered
bankruptcy reorganization procedures, in accordance with the relevant regulations of Enterprise Bankruptcy Law of the People's
Republic of China, the custodians started creditor's rights declaring registration and examination, and the first meeting of creditors of
the Company’s reorganization case was presided over by Shenzhen Municipal Intermediate People's Court and convoked on 11th,
Dec., 2012. According to the legal provisions, the company has established the reorganization plan draft, and submitted to Shenzhen
Intermediate People's Court and        the meeting of creditors of the company within the legal time limit. On 31st, Jul., 2013, the
company has received the written ruling for confirming the financial claim from the court and announced it. Soon afterwards, the 2nd
meeting of creditors and contributors about the reorganization of CBC were call in the 1st approval court of Shenzhen Intermediate
People's Court respectively at A.M and P.M of 22 August 2013, the meeting deliberate and vote the reorganization draft of CBC and
adjustment of contributor’s equity, and the contributor meeting open a network voting at the same time. Being approved, voting term
for general creditor will last to 3 o’clock P.M of 10 September 2013 due to part of the creditors in the meeting have no authorized to
voting on-site. After the vote, tax creditor’s rights group passed the draft of reorganization plan, ordinary creditor’s right gourp fail to
pass the plan and contributors group passed the euqity adjustment plan involved in the reorganization plan draft. With purpose of
protect the creditor’s rights totally, and in line with relevant regulation of Enterprise Bankruptcy Law, the ordinary creditor’s right
gourp will vote for the plan again, and the re-voting will end at 3 o’clock P.M of 15 October 2013. After the vote, the ordinary
creditor’s right gourp passed the draft of reorganization plan. In light of the draft of reorganization plan passed by ordinary creditor’s
right gourp and tax creditor’s rights group by voting and the contributors’s equity adjustment plan passed by contributors group, the
Company will apply to Shenzhen Intermediate People's Court for reorganization plan timely by law. The Company will solve the
debt crisis via the reforming, introduce strong recombination party, and transfuse high quality assets so as to recover the Company’s
sustainable operation ability and profitability and realize benign development of the Company.



III. Commitments made by the Company or shareholders holding above 5% shares of the
Company in reporting period or made in previous period and extending to reporting period
                                                                                                   Commitme Commitment Implementa
             Commitments                         Accepter                    Contents
                                                                                                     nt date        term            tion

                                                                  The original non-circulated
                                                                  shares are not available for
                                                                  trading or transfer in 12
                                                                  months since Reform
                                                                  implemented; after the
                                          Shenzhen Guosheng
                                                                  aforesaid period expired,
                                          Energy Development
Commitments for                                                   original shareholders with                                   Implemente
                                          Co., Ltd,; Zhuorun                                       2006-12-29
Share Merger Reform                                               over 5% of non-circulated                                    d
                                          Technology Co.,
                                                                  shares held can list the share
                                          Ltd.
                                                                  on Shenzhen Stock
                                                                  Exchange; the proportion of
                                                                  sold shares should be over
                                                                  5% within 12 months and no
                                                                  more 10% deal in 24 months.




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                                                                           深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


Commitments made in acquisition
report or equity change report

Commitments in assets reorganization

Commitments in initial public offering
or refinancing
Other commitments for medium and
small shareholders
Completed on time or not                    Yes


IV. Estimation of operation performance for year of 2013

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

                                                    Amount
                                                                  Proportio Amount
                                                      of
                                      Initial                       n of       of
                                                                          Proportio
                                                   stock-hol                 n of                    Book      Gains and
                        Short        investme                     stock-hol stock-hol
Variety of Code of                       ding at the                      stock-hol                value at    loss in the Accounti Source of
                       form of      nt               ding at the ding at ding at the              the end of
securities securities
                      securities         beginning                        end of the              the period   reporting ng subject       stock
                                 cost(RM             beginning the end of
                                           of the                           period                  (RMB)       (RMB)
                                    B)                 of the the period     (%)
                                           period
                                                     period (% (Share)
                                          (Share)

Total                                       0.00              0      --             0       --          0.00           0.00       --       --

Disclosure date of securities
investment approval from the
Board

Disclosure date of securities
investment approval from
Shareholders’ Meeting (if
applicable)

Explanation on equity of other listed company held
□Applicable             √Not applicable


VI. Particulars about derivatives investment

                                                                                                                              In ten thousand Yuan

                         Whether                                                        Investme Amount Investme Ratio of                Actual
               Related                              Initial
                          related                                                       nt amount of reserve nt amount investmen gains/loss
 Operator relationsh                  Type         investmen Start date End date
                          trade or                                                         at        for          at          t amount    es in
                 ip                                    t
                            not                                                         period-be devaluati period-en             at     period


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                                                                   深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


                                                                               gin         on of       d        period-en
                                                                                         withdrawi              d in net
                                                                                          ng (if                assets of
                                                                                         applicable                the
                                                                                             )                  Company
                                                                                                                   at
                                                                                                                period-en
                                                                                                                 d (%)

Total                                                  0   --          --            0             0        0            0%         0

Capital resource                             N/A

Disclosure date of derivative investment
approval from the Board (if applicable)

Disclosure date of derivative investment
approval from the Shareholders’ Meeting
(if applicable)

VII. Registration form of receiving research, communication and interview in the report
period
                                                                                                           Content discussed and
        Date                 Place                 Way                Type                Object
                                                                                                           documents provided

From January to     The company                                                  Shareholder of        Progress of reorganization
                                           Telephone            Personal
September 2013      office                                                       tradable shares       of the Company




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                                                           深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文




                                       Section IV. Financial Statement

I. Financial statement

1. Consolidated Balance Sheet
Prepared by SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED
                                                                                                               In RMB

                      Items                    Balance at period-end                 Balance at period-begin

Current assets:

       Monetary funds                                            41,999,367.54                          52,395,360.86

       Settlement provisions

       Capital lent

       Transaction finance asset

       Notes receivable                                           4,758,247.00                           1,627,810.00

       Accounts receivable                                             905,162.19                        6,002,162.94

       Accounts paid in advance                                   7,859,423.54                             829,956.13

       Insurance receivable

       Reinsurance receivables

       Contract reserve of reinsurance
receivable

       Interest receivable

       Dividend receivable

       Other receivables                                         17,031,659.31                          23,467,668.87

       Purchase restituted finance asset

       Inventories                                               44,911,610.25                          17,612,197.85

       Non-current asset due within one
year

       Other current assets

Total current assets                                            117,465,469.83                         101,935,156.65

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


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                                                深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


     Investment property                             20,667,116.29                         21,395,176.24

     Fixed assets                                    10,621,884.14                         12,970,199.73

     Construction in progress

     Engineering material

     Disposal of fixed asset

     Productive biological asset

     Oil and gas asset

     Intangible assets                               23,081,556.65                         23,728,703.18

     Expense        on    Research        and
Development

     Goodwill

     Long-term         expenses      to    be
apportioned

     Deferred income tax asset

     Other non-current asset

Total non-current asset                              56,990,397.58                         60,713,919.65

Total assets                                        174,455,867.41                       162,649,076.30

Current liabilities:

     Short-term loans                               355,796,107.93                       355,796,107.93

     Loan from central bank

     Absorbing deposit and interbank
deposit

     Capital borrowed

     Transaction financial liabilities

     Notes payable

     Accounts payable                               147,789,528.81                        118,475,773.47

     Accounts received in advance                    22,591,138.13                         13,660,199.55

     Selling     financial        asset    of
repurchase

      Commission charge and
commission payable

     Wage payable                                     3,911,284.58                          3,983,845.52

     Taxes payable                                   96,313,535.53                         95,980,708.60

     Interest payable                               230,575,685.75                       230,575,685.75

     Dividend payable

     Other accounts payable                         431,523,104.85                       431,275,594.67



                                                                                                      14
                                                           深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


       Reinsurance payables

       Insurance contract reserve

       Security trading of agency

       Security sales of agency

       Non-current liabilities due within 1
                                                               453,747,741.58                       453,747,741.58
year

       Other current liabilities                                 2,344,350.07                          2,331,150.07

Total current liabilities                                    1,744,592,477.23                      1,705,826,807.14

Non-current liabilities:

       Long-term loans

       Bonds payable

       Long-term account payable

       Special accounts payable

       Projected liabilities                                   166,212,952.92                       166,212,952.92

       Deferred income tax liabilities

       Other non-current liabilities

Total non-current liabilities                                  166,212,952.92                       166,212,952.92

Total liabilities                                            1,910,805,430.15                      1,872,039,760.06

Owner’s      equity     (or     shareholders’
equity):

       Paid-in capital (or share capital)                      551,347,947.00                       551,347,947.00

       Capital public reserve                                  486,589,213.20                       486,589,213.20

       Less: Inventory shares

       Reasonable reserve

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

       Provision of general risk

       Retained profit                                      -2,807,024,646.27                     -2,780,061,643.62

       Balance      difference     of   foreign
currency translation
Total owner’s equity attributable to
                                                            -1,736,414,259.06                     -1,709,451,256.41
parent company
Minority interests                                                  64,696.32                            60,572.65
Total owner’s equity(or shareholders’
                                                            -1,736,349,562.74                     -1,709,390,683.76
equity)
Total liabilities and owner’s equity(or
                                                               174,455,867.41                       162,649,076.30
shareholders’ equity)
Legal representative: Luo Guiyou
Person in charge of accounting works: Li Hai
Person in charge of accounting institution: Sun Longlong


                                                                                                                 15
                                                            深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


2. Balance Sheet of parent company
Prepared by SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED
                                                                                                                In RMB

                      Item                      Balance at period-end                 Balance at period-begin

Current assets:

       Monetary funds                                             10,442,713.04                          31,432,888.50

       Transaction finance asset

       Notes receivable

       Accounts receivable                                         1,214,168.60                           1,014,896.60

       Accounts paid in advance

       Interest receivable

       Dividend receivable

       Other receivables                                          50,097,987.53                          52,910,895.39

       Inventories                                                 9,395,165.92                           9,779,439.79
       Non-current asset due within one
year
       Other current assets

Total current assets                                              71,150,035.09                          95,138,120.28

Non-current assets:

       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

       Investment real estate                                     20,667,116.29                          21,395,176.24

       Fixed assets                                               10,397,617.93                          12,676,971.13

       Construction in progress

       Engineering material

       Disposal of fixed asset

       Productive biological asset

       Oil and gas asset

       Intangible assets                                          23,081,556.65                          23,728,703.18
    Expense           on     Research     and
Development
       Goodwill
    Long-term          expenses      to    be
apportioned
       Deferred income tax asset



                                                                                                                    16
                                                 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


       Other non-current asset

Total non-current asset                               56,766,131.37                         60,420,691.05

Total assets                                         127,916,166.46                        155,558,811.33

Current liabilities:

       Short-term loans                              320,902,551.61                       320,902,551.61

       Transaction financial liabilities

       Notes payable

       Accounts payable                              124,118,936.31                       124,098,936.31

       Accounts received in advance                   10,664,592.85                         10,664,592.85

       Wage payable                                    2,011,504.49                          2,151,710.33

       Taxes payable                                  94,921,674.83                         94,891,954.20

       Interest payable                              230,575,685.75                       230,575,685.75

       Dividend payable

       Other accounts payable                        386,064,930.31                       386,975,286.77
       Non-current liabilities due within 1
                                                     453,747,741.58                       453,747,741.58
year
       Other current liabilities                       2,320,660.19                          2,320,660.19

Total current liabilities                          1,625,328,277.92                      1,626,329,119.59

Non-current liabilities:

       Long-term loans

       Bonds payable

       Long-term account payable

       Special accounts payable

       Projected liabilities                         166,212,952.92                       166,212,952.92

       Deferred income tax liabilities

       Other non-current liabilities

Total non-current liabilities                        166,212,952.92                       166,212,952.92

Total liabilities                                  1,791,541,230.84                      1,792,542,072.51
Owner’s       equity     (or   shareholders’
equity):
       Paid-up capital (or share capital)            551,347,947.00                       551,347,947.00

       Capital public reserve                        486,589,213.20                       486,589,213.20

       Less: Inventory shares

       Reasonable reserve

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

       General risk reserve


                                                                                                       17
                                                               深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


        Retained profit                                          -2,734,235,451.59                      -2,707,593,648.39
     Balance difference of foreign
currency translation
Total owner’s equity(or shareholders’
                                                                 -1,663,625,064.38                      -1,636,983,261.18
equity)
Total liabilities and owner’s equity(or
                                                                    127,916,166.46                         155,558,811.33
shareholders’ equity)
Legal representative: Luo Guiyou
Person in charge of accounting works: Li Hai
Person in charge of accounting institution: Sun Longlong


3. Consolidated Profit Statement (this report period)
Prepared by SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED
                                                                                                                     In RMB

                    Item                           Amount in this period                  Amount in last period

I. Total operating income                                            95,324,387.74                          85,519,151.89

        Including: Operating income                                  95,324,387.74                          85,519,151.89

                   Interest income

                   Insurance gained
              Commission charge and
commission income
II. Total operating cost                                             92,996,918.14                         100,329,061.96

        Including: Operating cost                                    85,512,374.52                          77,441,304.68

                 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                                  133,526.22                             131,857.34

                 Sales expenses                                       4,124,047.54                           1,501,483.09

                 Administration expenses                              3,314,887.59                           4,209,065.75

                 Financial expenses                                        -87,917.73                       17,045,351.10
                 Losses of devaluation of
asset
         Add: Changing income of fair
value(Loss is listed with “-”)
                  Investment income (Loss
is listed with “-”)


                                                                                                                          18
                                                                 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


           Including:      Investment
income on affiliated company and joint
venture
              Exchange income (Loss is
listed with “-”)
III. Operating profit      (Loss is listed
                                                                       2,327,469.60                          -14,809,910.07
with “-”)
     Add: Non-operating income                                              9,539.58                                11,806.76

     Less: Non-operating expense                                           14,901.00                                51,882.00
          Including: Disposal loss of
non-current asset
IV. Total Profit     (Loss is listed with
                                                                       2,322,108.18                          -14,849,985.31
“-”)
     Less: Income tax expense

V. Net profit (Net loss is listed with “-”)                          2,322,108.18                          -14,849,985.31
     Including: net profit realized
before consolidation by mergered party
     Net profit attributable to owner’s
                                                                       2,320,605.55                          -14,830,831.64
of parent company
     Minority shareholders’ gains and
                                                                            1,502.63                                -19,153.67
losses
VI. Earnings per share                                      --                                       --

     i. Basic earnings per share                                              0.0042                                  -0.0269

     ii. Diluted earnings per share                                           0.0042                                  -0.0269

VII. Other consolidated income

VIII. Total comprehensive income                                       2,322,108.18                          -14,849,985.31
      Total consolidated income
attributable to owners of parent                                       2,320,605.55                          -14,849,985.31
company
      Total consolidated income
                                                                            1,502.63
attributable to minority shareholders
Legal representative: Luo Guiyou
Person in charge of accounting works: Li Hai
Person in charge of accounting institution: Sun Longlong
4. Profit Statement of parent company (this report period)
Prepared by SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED
                                                                                                                       In RMB

                   Items                           Amount in this period                    Amount in last period

I. Operating income                                                    8,226,469.12                            7,441,427.86

     Less: operating cost                                              2,904,157.06                            2,192,946.36

           Operating tax and extras

           Sales expenses

           Administration expenses                                     3,079,917.70                            2,151,763.91

           Financial expenses                                              -25,848.68                         17,078,246.50

           Losses of devaluation of asset


                                                                                                                            19
                                                                 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


       Add: Changing income of fair
value(Loss is listed with “-”)
              Investment income (Loss is
listed with “-”)
              Including:         Investment
income on affiliated company and joint
venture
II. Operating profit (Loss is listed
                                                                        2,268,243.04                         -13,981,528.91
with “-”)
     Add: Non-operating income                                              9,539.58                                11,806.76

     Less: Non-operating expense                                           14,901.00                                51,882.00
           Including: Disposal loss of
non-current asset
III. Total Profit (Loss is listed with
                                                                        2,262,881.62                         -14,021,604.15
“-”)
     Less: Income tax expense
IV. Net profit (Net loss is listed with
                                                                        2,262,881.62                         -14,021,604.15
“-”)
V. Earnings per share                                       --                                       --

     i. Basic earnings per share                                             0.0041                                   -0.0254

     ii. Diluted earnings per share                                          0.0041                                   -0.0254

VI. Other consolidated income

VII. Total comprehensive income                                         2,262,881.62                         -14,021,604.15
Legal representative: Luo Guiyou
Person in charge of accounting works: Li Hai
Person in charge of accounting institution: Sun Longlong


5. Consolidated profit statement (year-begin to end of this period)


Prepared by SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED
                                                                                                                      In RMB

                   Item                            Amount in this period                    Amount in last period

I. Total operating income                                             200,227,908.32                         198,705,238.09

     Including: Operating income                                      200,227,908.32                         198,705,238.09

                 Interest income

                 Insurance gained
              Commission charge and
commission income
II. Total operating cost                                              227,222,480.88                         246,871,461.58

     Including: Operating cost                                        177,651,548.02                         178,651,546.25

                 Interest expense
              Commission charge and
commission expense
                 Cash surrender value
               Net amount of expense
of compensation



                                                                                                                           20
                                                     深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


            Net amount of withdrawal
of insurance contract reserve
             Bonus          expense        of
guarantee slip
               Reinsurance expense

               Operating tax and extras                     319,465.81                            215,423.85

               Sales expenses                              7,713,416.78                          3,960,104.24

               Administration expenses                    41,824,619.27                         13,810,330.69

               Financial expenses                           -286,569.00                         50,249,645.42
               Losses of devaluation of
                                                                                                   -15,588.87
asset
     Add: Changing income of fair
value(Loss is listed with “-”)
              Investment income (Loss is
listed with “-”)
           Including:      Investment
income on affiliated company and joint
venture
              Exchange income (Loss is
listed with “-”)
III. Operating profit       (Loss is listed
                                                         -26,994,572.56                        -48,166,223.49
with “-”)
        Add: Non-operating income                            75,884.58                             92,063.99

        Less: Non-operating expense                          40,191.00                             73,882.00
          Including: Disposal loss of
non-current asset
IV. Total Profit      (Loss is listed with
                                                         -26,958,878.98                        -48,148,041.50
“-”)
        Less: Income tax expense

V. Net profit (Net loss is listed with “-”)            -26,958,878.98                        -48,148,041.50
     Including: net profit realized
before consolidation by mergered party
     Net profit attributable to owner’s
                                                         -26,963,002.65                        -48,175,316.71
of parent company
     Minority shareholders’ gains and
                                                               4,123.67                            27,275.21
losses
VI. Earnings per share                          --                                      --

        i. Basic earnings per share                             -0.0489                               -0.0874

        ii. Diluted earnings per share                          -0.0489                               -0.0874

VII. Other consolidated income

VIII. Total comprehensive income                         -26,958,878.98                        -48,148,041.50
      Total consolidated income
attributable to owners of parent                         -26,963,002.65                        -48,175,316.71
company
      Total consolidated income
                                                               4,123.67                            27,275.21
attributable to minority shareholders
Legal representative: Luo Guiyou


                                                                                                           21
                                                                 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


Person in charge of accounting works: Li Hai
Person in charge of accounting institution: Sun Longlong


6. Profit Statement of parent company (year-begin to end of this period)

Prepared by SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED
                                                                                                                       In RMB

                 Items                             Amount in this period                    Amount in last period

I. Operating income                                                   21,755,989.00                           20,027,826.41

     Less: operating cost                                              7,466,759.52                            5,687,652.64

          Operating tax and extras

          Sales expenses

          Administration expenses                                     41,030,134.36                           10,742,399.64

          Financial expenses                                            -128,508.10                           50,318,617.26

          Losses of devaluation of asset                                                                            -15,588.87
  Add: Changing income of fair
value(Loss is listed with “-”)
            Investment income (Loss is
listed with “-”)
            Including: Investment income
on affiliated company and joint venture
II. Operating profit (Loss is listed
                                                                     -26,612,396.78                          -46,705,254.26
with “-”)
     Add: Non-operating income                                             10,784.58                                82,063.99

     Less: Non-operating expense                                           40,191.00                                73,862.00
           Including: Disposal loss of
non-current asset
III. Total Profit (Loss is listed with
                                                                     -26,641,803.20                          -46,697,052.27
“-”)
     Less: Income tax expense
IV. Net profit (Net loss is listed with
                                                                     -26,641,803.20                          -46,697,052.27
“-”)
V. Earnings per share                                       --                                       --

     i. Basic earnings per share                                             -0.0483                                  -0.0847

     ii. Diluted earnings per share                                          -0.0483                                  -0.0847

VI. Other consolidated income

VII. Total comprehensive income                                      -26,641,803.20                          -46,697,052.27
Legal representative: Luo Guiyou
Person in charge of accounting works: Li Hai
Person in charge of accounting institution: Sun Longlong


7. Consolidated Cash Flow Statement (year-begin to end of this period)

Prepared by SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED
                                                                                                                       In RMB



                                                                                                                            22
                                                         深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


                  Item                       Amount in this period                  Amount in last period
I. Cash flows arising from operating
activities:
   Cash      received     from    selling
commodities and providing labor                               114,341,105.96                         143,318,698.03
services
   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 returned business
capital
  Write-back of tax received
  Other cash received concerning
                                                               26,816,469.18                          19,126,394.33
operating activities
Subtotal of cash inflow arising from
                                                              141,157,575.14                         162,445,092.36
operating activities
  Cash      paid     for     purchasing
commodities and receiving labor                                97,604,331.43                         128,287,182.01
service
  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                           38,361,775.00                          12,637,357.39

  Taxes paid                                                    4,092,057.23                           6,014,770.63
   Other cash paid concerning operating
                                                               13,358,975.74                          11,248,011.92
activities
Subtotal of cash outflow arising from
                                                              153,417,139.40                         158,187,321.95
operating activities
Net cash flows arising from operating
                                                              -12,259,564.26                           4,257,770.41
activities
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                           1,868,000.00
assets



                                                                                                                 23
                                                           深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


   Net cash received from disposal of
subsidiaries and other units
   Other cash received concerning
investing activities
Subtotal of cash inflow from investing
                                                                 1,868,000.00
activities
   Cash paid for purchasing fixed,
                                                                     4,429.06                           124,666.98
intangible and other long-term assets
  Cash paid for investment

  Net increase of mortgaged loans
   Net cash received from subsidiaries
and other units
   Other cash paid concerning investing
activities
Subtotal of cash outflow from investing
                                                                     4,429.06                           124,666.98
activities
Net cash flows arising from investing
                                                                 1,863,570.94                           -124,666.98
activities
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
V. Net increase of cash and cash
                                                               -10,395,993.32                          4,133,103.43
equivalents
Add: Balance of cash and cash
                                                                52,395,360.86                         24,546,601.39
equivalents at the period -begin
VI. Balance of cash and cash
                                                                41,999,367.54                         28,679,704.82
equivalents at the period -end
Legal representative: Luo Guiyou
Person in charge of accounting works: Li Hai
Person in charge of accounting institution: Sun Longlong
8. Cash Flow Statement of parent company (year-begin to end of this period)
Prepared by SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED
                                                                                                            In RMB


                                                                                                                 24
                                                       深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


                  Item                     Amount in this period                  Amount in last period
I. Cash flows arising from operating
activities:
   Cash     received   from  selling
commodities and providing labor                                                                             6,015.00
services
  Write-back of tax received
  Other cash received concerning
                                                             26,051,733.04                          12,168,751.85
operating activities
Subtotal of cash inflow arising from
                                                             26,051,733.04                          12,174,766.85
operating activities
    Cash paid for purchasing
commodities and receiving labor
service
  Cash paid to/for staff and workers                         34,316,217.77                                834,257.90

  Taxes paid                                                  2,109,260.10                           1,018,358.76
   Other cash paid concerning operating
                                                             12,452,430.63                          10,725,059.48
activities
Subtotal of cash outflow arising from
                                                             48,877,908.50                          12,577,676.14
operating activities
Net cash flows arising from operating
                                                            -22,826,175.46                            -402,909.29
activities
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                         1,836,000.00
assets
   Net cash received from disposal of
subsidiaries and other units
   Other cash received concerning
investing activities
Subtotal of cash inflow from investing
                                                              1,836,000.00
activities
   Cash paid for purchasing fixed,
                                                                                                            2,717.95
intangible and other long-term assets
  Cash paid for investment
  Net cash received from subsidiaries
and other units
  Other cash paid concerning investing
activities
Subtotal of cash outflow from investing
                                                                                                            2,717.95
activities
   Net cash flows arising from investing
                                                              1,836,000.00                                 -2,717.95
activities
III. Cash flows arising from financing
activities
Cash received from absorbing
investment
  Cash received from loans

  Cash received from issuing bonds
   Other cash received concerning
financing activities
Subtotal of cash inflow from financing
activities


                                                                                                                  25
                                                             深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文


  Cash paid for settling debts
   Cash paid for dividend and profit
distributing or interest paying
   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
V. Net increase of cash and cash
                                                                 -20,990,175.46                          -405,627.24
equivalents
   Add: Balance of cash and cash
                                                                  31,432,888.50                           561,283.08
equivalents at the period -begin
VI. Balance of cash and cash
                                                                  10,442,713.04                           155,655.84
equivalents at the period -end
Legal representative: Luo Guiyou
Person in charge of accounting works: Li Hai
Person in charge of accounting institution: Sun Longlong


II. Audit Report

Whether the third quarter report was audited or not
□Yes √No
The 3rd quarter report of the Company has not been audited




                                                                                                                  26