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深中华B:2014年第三季度报告正文(英文版)2014-11-06  

						                      深圳中华自行车(集团)股份有限公司 2014 年第三季度报告正文




Shenzhen China Bicycle Company (Holdings) Limited

 THE THIRD QUARTERLY REPORT FOR 2014 TEXT




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                                                         深圳中华自行车(集团)股份有限公司 2014 年第三季度报告正文



                                    Section I. Important Notes
Board of Directors and the Supervisory Committee of SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS)
LIMITED (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby

confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this
report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the
whole contents.



All directors of the Company are attended the Meeting for quarterly report deliberation.


Principal of the Company 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 2014 年第三季度报告正文




        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)                                   72,156,738.05                       151,511,429.85                            -52.38%

Net assets attributable to
shareholders of listed company                      10,405,755.57                         7,003,335.40                             48.58%
(RMB)

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

Operating revenue (RMB)                     76,284,807.38                     -19.97%            161,951,441.78                   -19.12%

Net profit attributable to
shareholders of the listed company            1,513,462.59                    -34.78%              3,388,112.05                  -112.57%
(RMB)

Net profit attributable to
shareholders of the listed company
                                             -1,232,807.99                   -153.00%             -3,926,872.81                  -186.82%
after deducting non-recurring
gains and losses(RMB)

Net cash flow arising from
                                              --                        --                         3,195,660.61                  -126.07%
operating activities(RMB)

Basic earnings per share
                                                    0.0027                    -35.71%                    0.0061                  -112.47%
(RMB/Share)

Diluted earnings per share
                                                    0.0027                    -35.71%                    0.0061                  -112.47%
(RMB/Share)

Weighted average ROE                               15.70%                     15.83%                     38.92%                    37.36%

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                         33,851.46



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                                                                    深圳中华自行车(集团)股份有限公司 2014 年第三季度报告正文


write-off that accrued for impairment of assets)

                                                                                                       Mainly refers to the reserved
Other non-operating income and expenditure except for the                                              operation fund of turnaround plan
                                                                                        7,923,385.19
aforementioned items                                                                                   for year of 2014 appropriate by
                                                                                                       administrator

Less: impact on income tax                                                                609,134.38

Impact on minority shareholders’ equity (post-tax)                                        33,117.41

Total                                                                                   7,314,984.86                     --

Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable    √ Not applicable
In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of
extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to
the Public --- Extraordinary Profit/loss.


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

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

                                                                                                                                 In share

Total common shareholders in
                                                                                                                                  33,549
reporting period-end

                                               Shares-held of top ten common shareholders

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

Shenzhen Guosheng            Domestic
Energy Investment            non-State-owned                     11.52%     63,508,747                     0                             0
Development Co., Ltd.        legal person

Zhuorun Technology Co., Foreign legal
                                                                 4.90%      27,000,000                     0                             0
Ltd.                         person

Specific account of
                                 Domestic
property disposition for
                             non-State-owned                     1.63%        9,001,018                    0                             0
bankruptcy enterprise of
                                legal person
CBC



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                                                                  深圳中华自行车(集团)股份有限公司 2014 年第三季度报告正文


                            Domestic nature
Zeng Ying                                                      1.15%         6,342,717                 0                           0
                            person

CORE
PACIFIC-YAMAICHI                Foreign legal
                                                               0.99%         5,437,713                 0                           0
INTERNATIONAL                      person
(H.K.) LIMITED

Jingchao Investment Co., Foreign legal
                                                               0.84%         4,601,789                 0                           0
Ltd.                        person

                            Domestic nature
Li Dongxuan                                                    0.71%         3,896,799                 0                           0
                            person

                            Domestic nature
Li Huili                                                       0.71%         3,891,124                 0                           0
                            person

                            Domestic nature
Xu Hongbo                                                      0.57%         3,137,419                 0                           0
                            person

                                  Domestic
Liuzhou Jiali Real Estate
                               non-State-owned                 0.39%         2,147,400                 0                           0
Development Co., Ltd.
                                 legal person

                               Particular about top ten common shareholders with un-restrict shares held

                                                                                                           Type of shares
            Shareholders                        Amount of un-restrict common shares held
                                                                                                      Type             Amount

Shenzhen Guosheng Energy                                                                          RMB ordinary
                                                                                    63,508,747                          63,508,747
Investment Development Co., Ltd.                                                                      shares

                                                                                                  RMB ordinary
Zhuorun Technology Co., Ltd.                                                        27,000,000                          27,000,000
                                                                                                      shares

                                                                                                  RMB ordinary
                                                                                                                            5,011,444
Specific account of property                                                                          shares
disposition for bankruptcy enterprise                                                9,001,018
                                                                                                  Domestically
of CBC
                                                                                                  listed foreign            3,989,574
                                                                                                      shares

                                                                                                  Domestically
Zeng Ying                                                                            6,342,717    listed foreign            3,989,574
                                                                                                      shares

                                                                                                  Domestically
CORE PACIFIC-YAMAICHI
                                                                                     5,437,713    listed foreign            5,437,713
INTERNATIONAL (H.K.) LIMITED
                                                                                                      shares

                                                                                                  RMB ordinary
Jingchao Investment Co., Ltd.                                                        4,601,789                              4,601,789
                                                                                                      shares

                                                                                                  RMB ordinary
Li Dongxuan                                                                          3,896,799                              3,896,799
                                                                                                      shares


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                                                                      深圳中华自行车(集团)股份有限公司 2014 年第三季度报告正文


                                                                                                      Domestically
Li Huili                                                                                 3,891,124    listed foreign          3,891,124
                                                                                                         shares

                                                                                                      Domestically
Xu Hongbo                                                                                3,137,419    listed foreign          3,137,419
                                                                                                         shares

Liuzhou Jiali Real Estate                                                                            RMB ordinary
                                                                                         2,147,400                            2,147,400
Development Co., Ltd.                                                                                    shares

                                            Li Huili, the spouse of actual controller Ji Hanfei, holding B-share of the Company on
Explanation         on          associated behalf of Shenzhen Guosheng Energy Investment Development Co., Ltd., beyond that, the
relationship   among      the    aforesaid Company has no idea of whether other circulated shareholders belong to concerted action
shareholders                                persons ruled in the Administration Norms for Information Disclosure of Change on
                                            Shareholding of Shareholders of Listed Companies.

Explanation on shareholders
involving margin business about top
                                            N/A
ten common shareholders with
un-restrict shares held (if applicable)

Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement
dealing in reporting period
□ Yes √ No
The ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back
agreement dealing in reporting period.


2. Total of shareholders with preferred stock held and the top ten shareholdings in Period-end

□Applicable             √Not applicable




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                                                                 深圳中华自行车(集团)股份有限公司 2014 年第三季度报告正文




                                          Section III. Important events

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

√ Applicable     □Not applicable
Unit: RMB
Items of balance           2014-9-30           2013-12-31           +,- (%)                          Reasons
                              3,230,337.99          177,636.49       1,718.51% Increase of account paid in advance resulted by
Account paid in
                                                                               goods preparation for peak season from subsidiary
advance
                                                                               EMMELLE
                                568,389.93      107,395,429.69         -99.47% Enterprise income tax etc. for last year appropriate
Other receivables
                                                                               by administrator was received in the Year
                            24,508,337.34         4,545,116.43         439.22% Subsidiary EMMELLE prepare goods for the peak
Inventory
                                                                               season

Fixed assets                    573,307.35          227,824.37         151.64% Purchasing new transportation fixed assets

                            23,426,459.49         9,935,720.73         135.78% Increase of account payables resulted by goods
Account payables                                                               preparation for peak season from subsidiary
                                                                               EMMELLE

Account received              7,548,771.94        3,627,323.31         108.11% Account received in advance from subsidiary
in advance                                                                     EMMELLE for peak season

                              1,729,923.83       93,778,253.57         -98.16% Enterprise income tax of last year was paid in the
Taxes payable
                                                                               Year
Items of profit            January to          January to           +,- (%)                          Reasons
                         September 2014      September 2013
Management                    8,232,826.01       41,824,619.27         -80.32% The economic copensation was paid last year due to
expense                                                                        the reforming
Non-operation                 7,980,988.65           75,884.58      10,417.27% Mainly refers to the reserved operation fund of
revenue                                                                        turnaround plan for year of 2014 appropriate by
                                                                               administrator
Items        of   cash     January to          January to           +,- (%)                          Reasons
flow                     September 2014      September 2013
Cash          received     114,436,167.03        26,816,469.18         326.74% Enterprise income tax for last year appropriate by
relating to other                                                              administrator was received in the Year
operating
activities

Cash paid to/for              7,554,518.21       38,361,775.00         -80.31% The economic copensation was paid last year due to
staff and workers                                                              the reforming

Taxes paid                  95,009,998.10         4,092,057.23       2,221.81% Enterprise income tax of last year was paid in the



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                                                                   深圳中华自行车(集团)股份有限公司 2014 年第三季度报告正文


                                                                                    Year
Net     cash    flow          -364,088.02           1,863,570.94          -119.54% Purchasing new fixed assets in the Year while there
arising         from                                                                has a fixed assets disposal at same period of last
investment                                                                          year
activities

II. Progress of significant events, their influences, and analysis and explanation of their
solutions
√ Applicable □Not applicable
1.Explanation on last year’s “Qualified Opinion”
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 25 th, 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. On 5 November 2013, the
Shenzhen Intermediate People’s Court (2012) Shen Zhong Fa Po Zi No. 30-6 Civil Ruling Paper judged that approved the
reorganization plan of the Company. On 27 December 2013, the Civil Ruling Paper Shenzhen Intermediate People’s Court (2012)
Shen Zhong Fa Po Zi No. 30-10 ruled that the reorganization plan of CBC was completed and bankruptcy procedures of CBC closed
down.

The Company has solved the debt problem by reforming, realized the net assets with positive value, the main business of bicycle is
able to be maintained and realizes the stable development. The Company has set up the conditions for introducing the recombination
party in the reforming plan, and expects to restore the abilities of sustainable operation and sustained profitability by reorganization.
The conditions of introducing the recombination party includes: the assessed value of net assets should be no less than 2 billion Yuan,
the net assets in the same year for implementing the major reorganization should be no less than 200 million Yuan. The Company
doesn’t have the recombination party at the moment. The Company will continue to carry out vary related works actively and
promote the reorganization work with all efforts.
2. Sales of stock odd lots
In order to solve the stock odd lots left over by history and in line with the requirement from CSRC, in the third quarter of 2014, the
China Securities Depository and Clearing Co., Ltd. accepted the trust from the Company, the RMB 14308.12 earnings from sales of
stock odd lots are returned to the Company and the amount was reckoned into capital reserved.


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.
□ Applicable     √ Not applicable


The Company had no commitment made by the Company or shareholders holding above 5% shares of the Company in reporting


IV. Estimation of operation performance for year of 2014

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

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□Applicable           √Not applicable


V. Particular about security investment

□ Applicable √ Not applicable

The Company had no security investment in Period.

Explanation on equity of other listed company held

□ Applicable √ Not applicable

No security investment in Period.


VI. Particulars about derivatives investment

□ Applicable    √ Not applicable
The Company had no derivatives investment in Period.

VII. Registration form of receiving research, communication and interview in the report
period

√ Applicable   □Not applicable

                                                                                              Content discussed and
        Date                   Place           Way           Type             Object
                                                                                               documents provided

From July to          The company                                      Shareholder of    Progress of reorganization of the
                                          Telephone    Personal
September 2014        office                                           tradable shares   Company



VIII. Impact on consolidated financial statement of the Company by new or revised
accounting standards

□Applicable    √Not applicable




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