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深中华B:2018年第三季度报告正文(英文版)(更新后)2018-11-09  

						              深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文




    Shenzhen China Bicycle Company (Holdings) Limited

         THE THIRD QUARTERLY REPORT FOR 2018

                                 (TEXT)




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                    深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文



                           Section I. Important Notes


Board of Directors and the Supervisory Committee of SHENZHEN CHINA

BICYCLE COMPANY (HOLDINGS) LIMITED (hereinafter referred to as the

Company) and its directors, supervisors and senior executives hereby confirm

that there are no any fictitious statements, misleading statements, or important

omissions carried in this report, and shall take all responsibilities, individual

and/or joint, for the reality, accuracy and completion of the whole contents.

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

deliberation.

Principal of the Company Li Hai, Person in Charge of Accounting Works Sun

Longlong and Person in Charge of Accounting Organ (Accounting Officer)

Zhong Xiaojin hereby confirm that the Financial Report of the Third Quarterly

Report is authentic, accurate and complete.




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                                 深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文




                             Section II. Basic information of Company

I. Main accounting data and index

Whether it has retroactive adjustment or re-statement on previous accounting data or not

□Yes   √No

                                           Current period-end               Period-end of last year                 Increase/decrease

Total assets (RMB)                                     70,158,059.66                      73,559,961.28                                -4.62%

Net assets attributable to
shareholders of listed company                         16,982,946.84                      15,898,270.85                                 6.82%
(RMB)

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

Operating revenue (RMB)                       33,515,376.48                     -28.06%             101,250,275.83                      6.00%

Net profit attributable to
shareholders of the listed company                 530,513.93                    61.81%               1,084,675.99                   -179.55%
(RMB)

Net profit attributable to
shareholders of the listed company
                                                   350,936.29                    41.76%                 872,302.68                   -152.70%
after deducting non-recurring gains
and losses (RMB)

Net cash flow arising from
                                               --                         --                            122,208.96                   -101.93%
operating activities (RMB)

Basic earnings per share
                                                      0.0010                     66.67%                     0.0020                   -180.00%
(RMB/Share)

Diluted earnings per share
                                                      0.0010                     66.67%                     0.0020                   -180.00%
(RMB/Share)

Weighted average ROE                                   3.17%                      0.62%                         6.60%                  16.56%

Items and amount of extraordinary profit (gains)/losses
√Applicable      □Not applicable
                                                                                                                                        In RMB

                                                                       Amount from year-begin to
                               Item                                                                                        Note
                                                                               end of the Period

Gains/losses from the disposal of non-current asset (including the
                                                                                           141,486.00
write-off that accrued for impairment of assets)

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                                     深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文


Other gains/losses qualify the definition of non-recurring gains
                                                                                             176,288.48
and losses

Less: impact on income tax                                                                       79,443.62

       Impact on minority shareholders’ equity (post-tax)                                       25,957.55

Total                                                                                        212,373.31                    --

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


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

1. Number of common shareholders and preference shareholders with voting rights recovered and top ten
common shareholders

                                                                                                                                    In share

                                                                            Total preference shareholders
Total number of common                                                      with voting rights recovered at
shareholders at the end of report                                  54,872                                                                  0
period                                                                      end of reporting period (if
                                                                            applicable)

                                                             Top ten shareholders

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

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

UOB (H.K.) Co., Foreign legal
                                                     2.89%          15,907,850                        0
Ltd.                 person

Guosen Securities Foreign legal
                                                     2.52%          13,909,425                        0
(H.K.) Co., Ltd.     person

Shenwan
                     Foreign legal
Hongyuan                                             1.20%            6,631,116                       0
                     person
Securities

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                                     深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文


(Hongkong) Co.,
Ltd.

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

                     State-owned legal
CMS HK                                                0.61%           3,375,952                   0
                     person

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

Specific account
of property
                     Domestic
disposition for
                     non-State-owned                  0.47%           2,602,402                   0
bankruptcy
                     legal person
enterprise of
CBC

JZX Investment
Management
    (Shanghai) Co., Other                             0.41%           2,246,400                   0
    Ltd. – Junfu
    Life FOF

Zhuorun
                     Foreign legal
Technology Co.,                                       0.36%           2,000,000                   0
                     person
Ltd.

                                      Particular about top ten shareholders with un-restrict shares held

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

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

                                                                                                      Domestically
UOB (H.K.) Co., Ltd.                                                                     15,907,850 listed foreign                 15,907,850
                                                                                                      shares

                                                                                                      Domestically
Guosen Securities (H.K.) Co., Ltd.                                                       13,909,425 listed foreign                 13,909,425
                                                                                                      shares

                                                                                                      Domestically
Shenwan Hongyuan Securities
                                                                                          6,631,116 listed foreign                  6,631,116
(Hongkong) Co., Ltd.
                                                                                                      shares

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

CMS HK                                                                                    3,375,952 Domestically                    3,375,952

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                                   深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文


                                                                                                 listed foreign
                                                                                                 shares

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

                                                                                                 RMB ordinary
                                                                                                                           1,383,313
Specific account of property                                                                     shares
disposition for bankruptcy enterprise                                                2,602,402 Domestically
of CBC                                                                                           listed foreign            1,219,089
                                                                                                 shares

JZX Investment
                                                                                                 RMB ordinary
Management (Shanghai) Co., Ltd. –                                                   2,246,400                             2,246,400
                                                                                                 shares
Junfu Life FOF

                                                                                                 RMB ordinary
Zhuorun Technology Co., Ltd.                                                         2,000,000                             2,000,000
                                                                                                 shares

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

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

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


2. Total of shareholders with preferred stock held and the top ten shareholdings

□Applicable           √Not applicable




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                                   深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文




                                        Section III. Important events

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

√ Applicable   □Not applicable

      Item          Ending Period o Opening Period or
                    r form year beg same period last     Changes                               Reasons
                      in to now           year

Monetary funds        19,282,191.32     27,985,654.24      -31.10% The note payable issued last year was cash with bank deposit
                                                                    in the period

Advance               11,707,477.50      2,482,276.54      371.64% The procurement account paid in advance for lithium battery
payment                                                              material

Stock                  5,838,360.82      2,777,174.63      110.23% Increase the stock for peak season from subsidiary in the
                                                                    period

Net profit             1,236,251.31      -1,612,794.67    -176.65% Operation revenue increased in the period

Cash received          3,457,816.24     11,098,169.48      -68.84% At same period of last year, received bid bond paid by
related      with                                                   relevant subscriber for private placement
other operation
activities

Cash paid for         17,197,123.51     39,270,323.28      -56.21% More goods are paid with bank acceptance in the period
purchasing
commodities
and     receiving
labor service


II. Progress of significant events, their influences, and analysis and explanation of their
solutions

√ Applicable   □Not applicable

In July 2016, the Company started to plan a non-public issue of shares with proceeds to be utilized to acquire
material assets. The Plan on Non-public Issue of A shares in 2016 was considered and approved by the Board of
the Company. Based on the due diligence, audit, assessment and business negation with intermediates, taking into
account the conditions of capital market and actual conditions of the Company, the Board of the Company
considered and approved the Proposal Relating to Adjusting the Plan of non-public of A Shares, the Explanation
on non-public of A-shares for year of 2016 Amendment, the Plan on Non-public Issue of A shares in 2016
(amended), the Plan on Non-public Issue of A shares in 2016 (Second Amended) and Plan on Non-public Issue of
A shares in 2016 (Third Amended) from February 2017 to February 2018. According to the three revised drafts,
the number of non-public offering of shares should not exceed 110,269,586 shares, and the total amount of funds


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                                  深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文


raised should not exceed 750 million Yuan. The non-public offer of shares will use in the followed projects after
issuance costs deducted: (1) totally 680 million Yuan used in upgrading of the construction of marketing network
platform on-line/off-line; and (2) 70 million Yuan used for R&D center construction. The issuing objects of this
non-public offering include four specific investors which are Ruian Information, Zhisheng High-tech, Wansheng
Industry and Beier High-tech. The subscription amount of Ruian Information does not exceed 250 million Yuan,
and the number of subscribed shares does not exceed 36,756,529 shares; the subscription amount of Zhisheng
High-tech does not exceed 200 million Yuan, and the number of subscribed shares does not exceed 29,405,223
shares; the subscription amount of Wansheng Industry and Beier High-tech respectively does not exceed 150
million Yuan, and the number of subscribed shares does not exceed 22,053,917 shares respectively. The Company
convened the first extraordinary general meeting of 2018 on February 13, 2018 which reviewed and passed the
Proposal on Plan on Non-public Issue of A shares in 2016 (Third Amended), etc. See details on the announcement
issued by the board of directors of the company, relevant works still in promotion recently.
                                                                                           Information index for temporary report
                           Overview                               Date for disclosure
                                                                                                         disclosure

Notice of re-adjustment of non-public offering of A-shares            2018-01-27         Juchao Website http://www.cninfo.com.cn

Plan of non-public offering of A-shares for 2016 (3rd revised
                                                                      2018-01-27         Juchao Website http://www.cninfo.com.cn
draft)

Notice of signing the conditional subscription agreement by
                                                                      2018-01-27         Juchao Website http://www.cninfo.com.cn
subscribed object (2nd revised draft)

Overview on revised plan of non-public offering of A-shares
                                                                      2018-01-27         Juchao Website http://www.cninfo.com.cn
for 2016

Non-public offering of shares and related transaction                 2018-01-27         Juchao Website http://www.cninfo.com.cn

Feasibility analysis report on use of raised funds from
                                                                      2018-01-27         Juchao Website http://www.cninfo.com.cn
non-public offering of A-shares for 2016 (3rd revised draft)

The next three-year (2018-2020) shareholder return planning           2018-01-27         Juchao Website http://www.cninfo.com.cn

Risk warning of spot return on non-public offering of shares,
Notice of instructions for filling measures and related subject       2018-01-27         Juchao Website http://www.cninfo.com.cn
                rd
commitment (3 revised draft)

Resolution of the 4th (extraordinary) meeting of 10th BOD             2018-01-27         Juchao Website http://www.cninfo.com.cn

Resolution of the 12th (extraordinary) meeting of 8th
                                                                      2018-01-27         Juchao Website http://www.cninfo.com.cn
supervisory committee

Resolution of the first extraordinary shareholders meeting of
                                                                      2018-02-14         Juchao Website http://www.cninfo.com.cn
2018


III. Commitments that the actual controller, shareholders, related parties, acquirer and the
Company have fulfilled during the reporting period and have not yet fulfilled by the end of
reporting period

□ Applicable √ Not applicable

There are no commitments that the actual controller, shareholders, related parties, acquirer and the Company have fulfilled during the


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                                    深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文


reporting period and have not yet fulfilled by the end of reporting period


IV. Estimation of operation performance for year of 2018

Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the
warning of its material change compared with the corresponding period of the last year and explanation of reason
□Applicable            √Not applicable


V. Particular about security investment

□ Applicable √ Not applicable

The Company had no security investment in Period.


VI. Trust financing

□ Applicable √ Not applicable
The Company had no trust financing in Period.


VII. Particulars about derivatives investment

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


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

√ Applicable    □Not applicable
               Time                         Way                              Type           Basic situation index of investigation

From January to September
                                  Telephone communication     Individual                  Recombination consulting
2018

From January to September                                                                 Progress of privately placement of shares
                                  Telephone communication     Individual
2018                                                                                      consulting


IX. Guarantee outside against the regulation

□Applicable √Not applicable
The Company had no guarantee outside against the regulation in the period.


X. Non-operational fund occupation from controlling shareholders and its related party

□ Applicable √ Not applicable
The Company had no non-operational fund occupation form controlling shareholders and its related party in the period.


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     深圳中华自行车(集团)股份有限公司 2018 年第三季度报告正文




                                                                Board of Directors of

                                         Shenzhen China Bicycle Company (Holdings) Limited

                                                                25 October 2018




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