Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 1 Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 §1. Important Notes 1.1 Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Shenzhen China Bicycle Company (Holdings) Limited (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. The summary of semi-annual report is abstracted from the semi-annual report 2009; and full text of the semi-annual report is published on the Internet website http://www.cninfo.com.cn in the mean time. The investors are suggested to read the full text of semi-annual report 2009 to understand more details. 1.2 The Semi-annual Financial Report 2009 of the Company has not been audited. 1.3 Person in Charge of the Company Wu Jun, Person in Charge of Accounting Works Wang Cheng and Person in Charge of Accounting Institution (Accounting Supervisor) Sun Longlong hereby confirm the truthfulness and completeness of the Financial Report in the Semi-annual Report 2009. §2. Company Profile 2.1 Basic information Short form of stock SST ZHONGHUA, ST ZHONGHUA – B Stock code 000017, 200017 Listed stock exchange Shenzhen Stock Exchange Secretary of the Board Authorized Representative of Stock Affairs Name Li Hai Cui Hongxia Contact address No. 3008, Buxin Road, Shenzhen No. 3008, Buxin Road, Shenzhen Telephone 0755-28181666, 25516998 0755-28181569, 25516998 Fax 0755-28181009, 25516620 0755-28181009, 25516620 E-mail dmc@szcbc.com dmc@szcbc.com 2.2 Major Financial Data and Indexes 2.2.1 Major accounting data and financial indexes Unit: RMB At the end of this report period At the period-end of last year Increase/decrease at the end of this report period compared with that in period-end of last year (%) Total assets 190,150,317.40 190,897,705.53 -0.39% Owners’ equity attributable to shareholders of the listed company -1,835,483,874.45 -1,803,059,381.39 1.80%Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 2 Share capital 479,433,003.00 479,433,003.00 0.00% Net assets per share attributable to shareholders of the listed company(RMB/Share) -3.8284 -3.7608 1.80% This report period (Jan. to Jun.) The same period of last year Increase/decrease in this report period year-on-year (%) Total operating income 112,494,583.85 111,109,918.15 1.25% Operating profit -56,735,729.52 -11,846,915.08 378.91% Total profit -56,402,631.25 -4,286,665.48 1,215.77% Net profit attributable to shareholders of the listed company -56,332,908.69 -4,615,635.71 1,120.48% Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses -56,666,006.96 -12,175,885.31 365.40% Basic earnings per share (RMB/Share) -0.1175 -0.0096 1,123.96% Diluted earnings per share (RMB/Share) -0.1175 -0.0096 1,123.96% Return on equity (%) Net cash flow arising from operating activities 753,569.02 -6,185,663.33 -112.18% Net cash flow per share arising from operating activities (RMB/Share) 0.0016 -0.0129 -112.18% 2.2.2 Items of non-recurring gains and losses √Applicable □Inapplicable Unit: RMB Items of non-recurring gains and losses Amount Notes (If applicable) Gains and losses from disposal of non-current assets 218,726.57 Other non-operating income and expense excluded the aforementioned business 128,593.36 Other gains/losses items conforming to the definition of non-recurring gains and losses -14,221.66 Total 333,098.27 - 2.2.3 Differences between CAS and IAS: □Applicable √Inapplicable §3. Changes in Share Capital and Particulars about Shareholders 3.1 Statement of change in shares □Applicable √Inapplicable 3.2 Particulars about shares held by the top ten shareholders and the top ten shareholders of circulation share Unit: Share Total shareholders 33,452Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 3 Particulars about shares held by the top ten shareholders Full name of shareholders Nature of shareholders Proportion of shares held Total amount of shares held Amount of non-circulating shares held Amount of shares pledged or frozen Shenzhen Guocheng Energy Investment Development Co., Ltd. Domestic non-state-owned legal person 13.58% 65,098,412 65,098,412 0 Hong Kong Zhuorun Technology Co., Ltd. Foreign legal person 9.20% 44,104,246 44,104,246 40,000,000 HONGKONG ( LINK ) BICYCLES LIMITED Foreign legal person 5.42% 26,000,000 26,000,000 26,000,000 Shenzhen Kangsheng Investment Development Co., Ltd. Domestic non-state-owned legal person 2.50% 11,968,590 11,968,590 0 Xinliyi Investment Management Co., Ltd. Domestic non-state-owned legal person 2.34% 11,200,000 11,200,000 0 Airline Trust and Investment Co., Ltd. State-owned legal person 2.16% 10,340,000 10,340,000 0 Shenzhen New Land Tool Consultants PTE. LTD Domestic non-state-owned legal person 2.06% 9,857,556 9,857,556 0 China Resources SZITIC Trust Co., Ltd. State-owned legal person 1.25% 6,000,000 6,000,000 0 Jingchao Investment Co., Ltd. Foreign legal person 1.04% 5,001,944 5,001,944 0 Shanghai Yanxin Industrial Investment Co., Ltd. Domestic non-state-owned legal person 0.73% 3,500,000 3,500,000 0 Particulars about shares held the top ten circulating shareholders Full name of shareholders Total circulating shares held Type of shares Shenzhen New Land Tool Consultants PTE. LTD. 9,857,556 RMB common share Zhang Huiling 1,959,473 Domestically listed foreign shares TANG JING YUAN 1,924,500 Domestically listed foreign shares HARUHIKO SUZUKI 1,770,000 Domestically listed foreign shares Lu Huazhong 1,487,000 Domestically listed foreign shares Li Jinling 1,238,402 Domestically listed foreign shares CORE PACIFIC-YAMAICHI INTERNATIONAL (H.K.) LIMITED 1,228,000 Domestically listed foreign shares Jiang Lan 1,215,800 Domestically listed foreign shares Jin Mingfei 1,187,549 Domestically listed foreign shares Xiao Lizhu 1,127,649 Domestically listed foreign sharesShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 4 Explanation on associated relationship among the top ten shareholders or consistent action Among the top ten shareholders of circulation share, the Company was unaware of whether there existed associated relationship or whether there existed consistent actionist regulated in the Management Measure of Information Disclosure on Change of Shareholding for Listed Companies. 3.3 Particulars about changes in controlling shareholder and actual controller of the Company □Applicable √Inapplicable §4. Particulars about Directors, Supervisors, and Senior Executives 4.1 Particulars about changes in shares held by directors, supervisors and senior executives □Applicable √Inapplicable §5. Report of Board of Directors 5.1 Statement of main operations classified according to industries and products Unit: RMB’0000 Main operations classified according to industries Classified according to industries or products Income from operations Cost of operations Gross profit ratio (%) Increase/decre ase in income from operations year-on-year (%) Increase/decre ase in cost of operations year-on-year (%) Increase/decrea se in gross profit ratio year-on-year (%) Bicycles and accessories and fittings 10,743.32 10,163.86 5.39% 2.49% -0.52% 2.86% Property management 106.93 189.58 -77.29% -7.51% 21.12% -41.91% Main operations classified according to products Bicycles and accessories and fittings 10,743.32 10,163.86 5.39% 2.49% -0.52% 2.86% Property management 106.93 189.58 -77.29% -7.51% 21.12% -41.91% Of which: In the report period, the total related transaction amount which the listed Company sold products and provided labor forces to the controlling shareholders and its subsidiaries totaled to RMB 0.00. 5.2 Particulars about main operations classified according to areas Unit: RMB’0000 Areas Income from operations Increase/decrease in income from operations over last year (%) Shandong 3,232.62 6.94% Henan 2,759.45 8.93% Hebei 1,469.46 3.00% Jiangsu 1,277.19 8.20% Shanxi 224.54 -34.63% 5.3 Explanation on reasons of material changes in main operations and its structure □Applicable √InapplicableShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 5 5.4 Explanation on reasons of material changes in profitability (gross profit ratio) of main operations compared with that of last year □Applicable √Inapplicable 5.5 Analysis on reasons of material changes in profit structure compared with the previous year √Applicable □Inapplicable Great exchange income occurred in last year due to the appreciation of Renmibi, but the exchange rate of Renminbi was comparatively steady in this year. 5.6 Application of the raised proceeds 5.6.1 Use of the raised proceeds □Applicable √Inapplicable 5.6.2 Particulars about the projects changed □Applicable √Inapplicable 5.7 The modification plan of Board to the business plan for the second half year □Applicable √Inapplicable 5.8 Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation on reason □Applicable √Inapplicable 5.9 Explanation of the Management on “Qualified Opinion” from the Certified Public Accountants in the report period by the Board of Directors □Applicable √Inapplicable 5.10 Explanation of the Management on changes and disposal of the issues involved in “Qualified Opinion” from the Certified Public Accountants in the last year by the Board of Directors √Applicable □Inapplicable Shenzhen Pengcheng Certified Public Accountants Co., Ltd. issued audit report with disclaimer of opinions for the 2008 Financial Report of the Company. Due to that the debt reorganization work of the Company had not been completely finished in 2008, so risk of bearing huge debt still remained with many significant uncertainties. The CPAs was not able to offer opinion on the financial debt, tax payable, contingent proceedings, lawsuits and sustainable operation. Explanation presented by the Board for change and treatment of the matters involved in the Non-standard Report issued by CPAs for last year is as follows: 1. Financial debt Shenzhen Pengcheng CPAs held that: the letters replied from the financial creditors for the inquiry showed that the Company missed to record an interest balance totaling to RMB 265,875,786.92, and some letters were replied without confirmation on interest for the principal of loans totaling to RMB 114,558,000.00, and principal of loans which haven’t been replied totaled to RMB 194,255,951.99, so it was not available to confirm influence on financial statement by financial debt. The Company provided explanation in Note 13.1, Financial Statement for 2008, for details of interest confirmation balance: when some creditors implemented the document ((2004) No.6) released by China Committee on Bank Supervision, they had different understanding on this document with theShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 6 Company. The document noticed that: Bank of China and other 10 financial organizations stop calculating the interest of the Company for 3 years since Jan 1st of 2002 and at the same time, exempt all the interest payable of the Company (including penalty interest and compound interest) occurred before Dec 31st of 2001. Some assets management companies and banks considered that the Company was expected to return the interest exempted and stop-calculated, and some assets management companies had not confirmed the proceeding of interest calculation. The Company had transferred all the interest of loans payable owed before Dec 31st of 2001, RMB 357,993,665.24, (including penalty interest and compound interest) to capital public reserve. Interest was stopped with calculation from Jan 1st of 2002 to Dec 31st of 2004. The exempt term was due on Dec 31st of 2004. The Company held it was not necessary for him to return the interest exempted and stop-calculated, so when the term was due, the Company started to withdraw interest according to normal loan for those interests which needed to be returned. The stop-calculated interest and compound interest from Jan 1st of 2002 to Dec 31st of 2004 was not accrued. Besides, the financial debt of the Company was formed in history which had occurred for a long time and the amount of period–end had not changed for years. Body qualification of some creditors had been transferred and the particular personnel for handling had also changed, so the creditors needed time to check clearly the amount of creditor and debt of both involved parties and that was why some creditors had not replied the letters to confirm. The Company would continuously advance the account-check work with the relevant creditors of financial debt, trying as soon as possible to check clearly the interest on principal of the financial debt. Once progress is made, relevant information would be disclosed according to relevant regulation. 2. Issues on tax payable Shenzhen Pengcheng Certified Public Accountants Co., Ltd. thought that: in the audit process, the CPAs implemented audit procedures including inspection and inquiry, inquiring book tax amount payable, custom guarantee and penalty balance totaling to RMB 118,292,319.46. No reply has been received, so it was impossible for the CPAs to confirm the influence on financial statement of the Company. Due to the Company’s tax payable was formed in the past, which had a long time, there was no newly-increased tax payable in the report period, forming reasons were complex, personnel of specific affairs had changed, and tax department needed time to check clear the debts rights and amounts of both sides, therefore, we are not able to receive confirmation letter from tax department. According to the regulations in Administration of Tax Collection regulated by the State, it is possible to repay the penalties and overdue fine. The Company will continue to follow up the work of checking account of tax department, check clear the amount of tax payable as soon as possible, and will disclose information according to the requirements of relevant regulations if there is some progress. 3. Contingent events and lawsuits Shenzhen Pengcheng Certified Public Accountants believed that: card information for loans of the Company was not accordant because of system updating and other seasons; during the auditing, the CPAs made field verification in relevant courts involved in lawsuits for external guarantee and overdue loans of the Company as substitute audit procedure, while no confirmation document had been obtained from the relevant courts. Besides, due to that it was hard to implement other effective audit procedures, it was unable for us to judge whether the Company had disclosed complete contingent events and lawsuits, and impacts on its financial statement.Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 7 The historically formed loan and guarantee lawsuit had existed rather long time; in the report period, there was no newly-added undisclosed guarantee events and lawsuits; part courts in charge of those lawsuits changed, and specific responsible people also altered; the court needs time to check details and amount of the case, so the court didn’t write back for confirmation. The Company will continue follow up the check work by certified public accountants with related courts, and checks clear the contingent events and lawsuits as soon as possible. If there is any progress, information disclosure will be made according to requirements of relevant regulations. 4. Matters on sustainable operations Shenzhen Pengcheng Certified Public Accountants thought that, the Company’ asset could seriously not offset the debt; the measures on the reconciliation procedure of the bankruptcy to settle the debts had no material progress and could not be able to get adequate and proper audit evidence to confirm it could effectively improve the continuous operations of the Company; thus, we could not judge whether the financial report 2008 prepared by the Company based on imagined continuous operations was proper. Since March 2003, the promotion on debt restructuring by the former largest creditor of the Company-China Huarong Asset Management Corporation acquired breakthrough development, the Plan on Reorganization of Shenzhen China Bicycle Company (Holdings) Limited has obtained the approval from relevant department such as China Banking Regulatory Commission, in which all the interests of the financial debts the Company owed ended Dec. 31, 2004 were exempted and stopped interest calculation , and it was under the stage of implementation. The Company and International Finance Corporation signed Reconciled Agreement on Mar 29th of 2007, in which it was agreed to settle all the credits and liabilities between the two parties with USD equivalent to RMB 2 million. The liabilities amount was consisted of principal approximately amounting to USD 3.87 million and an accrued interest approximately amounting to RMB 42.78 million. The two largest creditors of the Company-Shenzhen Guosheng Energy Investment Development Co., Ltd. and Guangdong Sunrise Holdings Co., Ltd. agreed to stop calculation of interest of consolidated loan of RMB 69,558,600 for the whole year of 2007, and RMB 66,226,800 for 2008. The interest would also not be collected in future. The largest creditor of the Company-Shenzhen Guosheng Energy Investment Development Co., Ltd. agreed to stop calculation of interest of loan of RMB 9,124,600 and loan of USD 84,797,600 for the whole year of 2009. The interest would also not be collected in future. Besides progress was made in debt restructure, the Company also made continuous growth in its main operation and the main operation continued to make profit. Payment pressure of the Company in short-term has been sharply brought down; the sustainable operation ability has been improved comparatively. On Dec. 30, 2006, China Huarong Asset Management Corporation transferred its creditor right to Shenzhen Guosheng Energy Investment Development Co., Ltd. After the change of the largest creditor, the former largest creditor China Huarong Asset Management Corporation applied to Shenzhen Intermediate People’ Court for bankruptcy of the Company on August 1, 2005, planning to settle the debts of the Company completely through bankruptcy and reform measures; the new creditor Shenzhen Guosheng Energy Investment Development Co., Ltd. was responsible for promoting the restructuring works on relevant debts and reorganization, and it was speeding up making scheme for debt restructuring and has got certain progress. Meanwhile, big shareholders, relevant creditors and senior executives of the Company are actively seeking for support from government and tax department for solving history debts in debt restructuring. The Board of the Company believed that: as the debt and asset restructure of the Company continuously made progress, together with the continuous growth of the Company’s performance, itsShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 8 operation environment, operation status and sustainable operation ability would be improved further. §6. Significant Events 6.1 Purchases and sales of assets and assets restructure 6.1.1 Assets purchased or acquired □Applicable √Inapplicable 6.1.2 Assets sold □Applicable √Inapplicable 6.1.3 Progress of the events and their influence on the Company’s operating results and financial status in the report period after the Report on Assets Restructure or Public Notice on Acquisition and Sales of Assets being published □Applicable √Inapplicable 6.2 Guarantees √Applicable □Inapplicable Unit: RMB’0000 Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries) Name of the Company guaranteed Date of happening (Date of signing agreement) Amount of guarantee Guarantee type Guarantee term Complete implement ation or not Guarantee for related party (Yes or no) Guangdong Sunrise Group Co., Ltd. June 20, 1996 504.55 Joint responsibility 6 months No No Guangdong Sunrise Group Co., Ltd. July 26, 2006 2,800.00 Joint responsibility 4 months No No Guangdong Sunrise Group Co., Ltd. Sep. 30, 1999 681.83 Joint responsibility 12 months No No Guangdong Sunrise Group Co., Ltd. Apr. 30, 1998 260.00 Joint responsibility 11 months No No Guangdong Sunrise Group Co., Ltd. July 30, 1997 250.00 Joint responsibility 7 months No No Guangdong Sunrise Group Co., Ltd. June 4, 1997 300.00 Joint responsibility 8 months No No Gintian Industry (Group) Co., Ltd. Oct. 30, 1998 5,000.00 Joint responsibility 6 months No No Shenzhen Tianma Cosmetics Co., Ltd. Sep. 30, 1994 800.00 Joint responsibility 12 months No No Total amount of guarantee in the report period 0.00 Total balance of guarantee at the end of the report period (A) 10,596.38 Guarantee of the Company for the controlling subsidiaries Total amount of guarantee for controlling subsidiaries in the report period 0.00 Total balance of guarantee for controlling subsidiaries at the end of the report period 7,817.02Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 9 (B) Particulars about the total guarantee of the Company (Including the guarantee for the controlling subsidiaries) Total amount of guarantee(A+B) 18,413.40 The proportion of the total amount of guarantee in the net assets of the Company -10.03% Including: Amount of guarantee for shareholders, actual controller and its related parties(C) 0.00 The debts guarantee amount provided for the guaranteed parties whose assets-liability ratio exceed 70% directly or indirectly(D) 18,413.40 Proportion of total amount of guarantee in net assets of the Company exceed 50%(E) 18,413.40 Total amount of the aforesaid three guarantees(C+D+E) 36,826.80 Explanations on possibly bearing joint and several liquidating responsibilities for undue guarantees Naught 6.3 Current non-operating related credits and liabilities √Applicable □Inapplicable Unit: RMB’0000 Funds offered to related parties Funds offered to the listed company by Related parties related parties Amount occurred Balance Amount occurred Balance Shenzhen Guocheng Energy Investment Development Co., Ltd. 0.00 0.00 16.48 60,039.64 Shenzhen Jinhuan Printing Format Co., Ltd. 0.00 0.00 0.00 276.98 Total 0.00 0.00 16.48 60,316.62 Of which: in the report period, the occupied occurring amount and balance that listed company provided capital to its shareholders and subsidiaries were respectively RMB 0.00 and RMB 0.00. 6.4 Material lawsuits and arbitrations □Applicable √Inapplicable 6.5 Other significant events and analysis on their influences and solutions □Applicable √Inapplicable 6.5.1 Particulars about securities investment □Applicable √Inapplicable 6.5.2 Equity of other listed companies held □Applicable √InapplicableShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 10 6.5.3 Occupation and its progress of paying off on the fund in semi-annual year of 2009 □Applicable √Inapplicable Special explanations and independent opinions on the occupations of the related parties’ funds and external guarantees of the Company presented by the independent directors According to the regulations of Concerning Some Issues on Regulating the Funds between Listed Companies and Associated Parties and Listed Companies’ Provision of Guaranty to Other Parties (No. 56 [2003] promulgated by CSRS) as the independent directors of Shenzhen China Bicycle Company (Holdings) Limited, we made inspection on the accumulative and current external guarantees of the Company and also on the guarantee getting out of line, together according to the Special Explanation on Fund Occupancy and Guarantee Getting out of Line of the Controlling Shareholders and Other Associated parties of Shenzhen China Bicycle Company (Holdings) Limited issued by Shenzhen Pengcheng CPAs (No. 205 SPSGZZ [2009]) and relevant data. Here comes the detail explanation: During the report period, no guarantee or guarantee out of line has been provided by the Company for its controlling shareholders and the subordinate enterprises. The guarantee or guarantee out of line provided by the Company for its controlling shareholders and the subordinate enterprises were those happened from 1996 to 1999, belonging to the events left in history. Due to that most guaranteed parities were not able to repay, the Company treated most guarantees as the projected liabilities which amounted to RMB 184,133,984.92. 6.5.4 Implementation of commitments made by the Company, and its shareholders, directors, supervisors and senior executives □Applicable √Inapplicable 6.6 Registration form for receiving research, communication and interview in the report period. Date Place Way The received parties Contents discussed and materials supplied Jan. -June, 2009 Office of the Company Phone communication Tradable shareholder Progresses of Share Merger Reform and debts restructuring of the Company §7. Financial Report 7.1 Auditing opinion Financial Report √Un-audited □Audited 7.2 Financial statement 7.2.1 Balance Sheet Prepared by Shenzhen China Bicycle Company (Holdings) Limited June 30, 2009 Unit: RMB Items MeArmgeoru n t at pPeariroedn-t eCnodm pany MerAgmero u nt at yPeaarr-ebnet gCino mpany Current assets: Monetary funds 19,350,870.76 413,653.88 10,086,599.53 417,444.51 Settlement provisions Capital lent Transaction finance asset Notes receivable 7,119,177.00 5,408,792.00Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 11 Accounts receivable 1,143,405.51 138,096,336.45 385,033.41 136,120,228.45 Accounts paid in advance 482,806.08 504,440.40 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 29,606,742.39 51,422,147.96 42,193,937.90 87,659,723.49 Purchase restituted finance asset Inventories 42,805,701.00 25,691,296.43 36,197,343.93 26,922,910.94 Non-current asset due within one year Other current assets Total current assets 100,508,702.74 215,623,434.72 94,776,147.17 251,120,307.39 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 2,619,840.50 2,619,840.50 2,619,840.50 2,619,840.50 Investment property 9,988,474.06 9,988,474.06 10,311,261.40 10,311,261.40 Fixed assets 50,284,579.78 49,674,225.38 56,010,305.12 55,334,097.37 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 26,748,720.32 26,748,720.32 27,180,151.34 27,180,151.34 Expense on Research and Development Goodwill Long-term expenses to be apportioned Deferred income tax asset Other non-current asset Total non-current asset 89,641,614.66 89,031,260.26 96,121,558.36 95,445,350.61 Total assets 190,150,317.40 304,654,694.98 190,897,705.53 346,565,658.00 Current liabilities: Short-term loans 399,551,503.18 338,628,113.67 399,661,355.35 338,713,085.90 Loan from central bank Absorbing deposit andShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 12 interbank deposit Capital borrowed Transaction financial liabilities Notes payable Accounts payable 135,035,592.14 294,751,039.04 130,714,884.86 324,940,555.98 Accounts received in advance 30,478,401.63 14,605,306.04 21,333,035.66 14,605,306.04 Selling financial asset of repurchase Commission charge and commission payable Wage payable 1,580,769.82 1,444,837.18 1,686,297.83 1,550,365.19 Taxes payable 94,645,350.51 94,160,637.53 95,399,029.08 94,220,632.13 Interest payable Dividend payable Other accounts payable 164,177,338.26 130,401,031.73 168,604,764.50 134,698,784.49 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year 872,849,065.72 872,849,065.72 873,090,594.28 873,090,594.28 Other current liabilities 142,848,681.83 142,804,212.07 118,929,914.04 118,881,087.74 Total current liabilities 1,841,166,703.09 1,889,644,242.98 1,809,419,875.60 1,900,700,411.75 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Special accounts payable Projected liabilities 184,133,984.92 184,133,984.92 184,133,984.92 184,133,984.92 Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 184,133,984.92 184,133,984.92 184,133,984.92 184,133,984.92 Total liabilities 2,025,300,688.01 2,073,778,227.90 1,993,553,860.52 2,084,834,396.67 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 479,433,003.00 479,433,003.00 479,433,003.00 479,433,003.00 Capital public reserve 434,801,979.96 434,801,979.96 410,893,564.33 410,893,564.33 Less: Inventory shares Reasonable reserve Surplus public reserve 32,673,227.01 32,673,227.01 32,673,227.01 32,673,227.01 Provision of general risk Retained profit -2,782,392,084.4 -2,716,031,742.89 -2,726,059,175.73 -2,661,268,533.01Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 13 2 Balance difference of foreign currency translation Total owner’s equity attributable to parent company -1,835,483,874.4 5 -1,769,123,532.92 -1,803,059,381.39 -1,738,268,738.67 Minority interests 333,503.84 0.00 403,226.40 Total owner’s equity -1,835,150,370.6 1 -1,769,123,532.92 -1,802,656,154.99 -1,738,268,738.67 Total liabilities and owner’s equity 190,150,317.40 304,654,694.98 190,897,705.53 346,565,658.00 7.2.2 Profit Statement Prepared by Shenzhen China Bicycle Company (Holdings) Limited January-June, 2009 Unit: RMB Amount in this period Amount in last period Items Merger Parent Company Merger Parent Company I. Total operating income 112,494,583.85 6,937,308.60 111,109,918.15 10,407,975.69 Including: Operating income 112,494,583.85 6,937,308.60 111,109,918.15 10,407,975.69 Interest income Insurance gained Commission charge and commission income II. Total operating cost 169,230,313.37 62,033,616.75 122,334,310.63 26,474,147.33 Including: Operating cost 106,593,086.70 3,974,352.73 107,134,404.03 10,071,763.63 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 71,335.20 0.00 88,423.82 84.83 Sales expenses 2,684,550.07 242,795.77 1,963,943.81 355,680.10 Administration expenses 13,170,221.92 11,078,381.49 20,057,572.33 19,136,897.19 Financial expenses 47,481,613.43 47,508,580.71 -8,166,429.57 -4,346,674.63 Losses of devaluation of asset -770,493.95 -770,493.95 1,256,396.21 1,256,396.21 Add: Changing income of fair value(Loss is listed with “-“) Investment income (Loss is listed with “-”) -622,522.60 -622,522.60 Including: Investment income on affiliated company and joint ventureShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 14 Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -56,735,729.52 -55,096,308.15 -11,846,915.08 -16,688,694.24 Add: Non-operating income 347,319.93 347,319.93 7,910,464.46 7,887,299.46 Less: Non-operating expense 14,221.66 14,221.66 350,214.86 131,502.93 Including: Disposal loss of non-current asset 18,300.00 0.00 IV. Total Profit (Loss is listed with “-”) -56,402,631.25 -54,763,209.88 -4,286,665.48 -8,932,897.71 Less: Income tax expense 0.00 0.00 0.00 0.00 V. Net profit (Net loss is listed with “-”) -56,402,631.25 -54,763,209.88 -4,286,665.48 -8,932,897.71 Net profit attributable to owner’s of parent company -56,332,908.69 -54,763,209.88 -4,615,635.71 -8,932,897.71 Minority shareholders’ gains and losses -69,722.56 0.00 328,970.23 0.00 VI. Earnings per share i. Basic earnings per share -0.1175 -0.0096 ii. Diluted earnings per share -0.1175 -0.0096 7.2.3 Cash Flow Statement Prepared by Shenzhen China Bicycle Company (Holdings) Limited January-June, 2009 Unit: RMB Amount in this period Amount in last period Items Merger Parent Company Merger Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 71,289,969.34 0.00 82,404,686.93 6,318,365.75 Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returnedShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 15 business capital Write-back of tax received Other cash received concerning operating activities 5,979,012.67 8,803,805.33 2,777,163.76 4,001,491.34 Subtotal of cash inflow arising from operating activities 77,268,982.01 8,803,805.33 85,181,850.69 10,319,857.09 Cash paid for purchasing commodities and receiving labor service 60,326,101.39 0.00 66,735,699.57 1,433,399.55 Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 7,809,094.78 886,540.42 14,441,210.71 1,469,877.21 Taxes paid 2,363,221.09 1,410,843.29 2,751,409.74 1,622,913.34 Other cash paid concerning operating activities 6,016,995.73 6,496,280.63 7,439,194.00 5,745,697.58 Subtotal of cash outflow arising from operating activities 76,515,412.99 8,793,664.34 91,367,514.02 10,271,887.68 Net cash flows arising from operating activities 753,569.02 10,140.99 -6,185,663.33 47,969.41 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term assets 550,000.00 10,444,667.52 105,942.92 Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities 8,000,000.00 Subtotal of cash inflow from investing activities 8,550,000.00 10,444,667.52 105,942.92 Cash paid for purchasing fixed, intangible and other long-term assets 39,287.43 13,931.62 56,788.00 45,388.00 Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activitiesShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 16 Subtotal of cash outflow from investing activities 39,287.43 13,931.62 56,788.00 45,388.00 Net cash flows arising from investing activities 8,510,712.57 -13,931.62 10,387,879.52 60,554.92 III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities Cash paid for settling debts Cash paid for dividend and profit distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing activities Net cash flows arising from financing activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate -10.36 -1,216.65 V. Net increase of cash and cash equivalents 9,264,271.23 -3,790.63 4,200,999.54 108,524.33 Add: Balance of cash and cash equivalents at the period -begin 10,086,599.53 417,444.51 14,062,198.43 477,660.27 VI. Balance of cash and cash equivalents at the period -end 19,350,870.76 413,653.88 18,263,197.97 586,184.60Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 17 7.2.4 Consolidated Statement on Changes of Owners' Equity Prepared by Shenzhen China Bicycle Company (Holdings) Limited Semi-Annual of 2009 Unit: RMB Amount in this report period Amount in last year Owners' equity attributable to the parent company Owners' equity attributable to the parent company Items Paid-up capital (Share capital) Capital reserve s Less: Treasur y Stock Reason able reserve Surplus reserve s Genera l risk provisi on Retaine d profit Others Minorit y’s equity Total owners’ equity Paid-up capital (Share capital) Capital reserve s Less: Treasur y Stock Reason able reserve Surplus reserve s Genera l risk provisi on Retaine d profit Others Minorit y’s equity Total owners’ equity I. Balance at the end of last year 479,43 3,003.0 0 410,89 3,564.3 3 32,673, 227.01 -2,726, 059,17 5.73 403,22 6.40 -1,802, 656,15 4.99 479,43 3,003.0 0 362,02 7,636.6 4 32,673, 227.01 -2,681, 166,16 9.33 -1,807, 032,30 2.68 Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of this year 479,43 3,003.0 0 410,89 3,564.3 3 32,673, 227.01 -2,726, 059,17 5.73 403,22 6.40 -1,802, 656,15 4.99 479,43 3,003.0 0 362,02 7,636.6 4 32,673, 227.01 -2,681, 166,16 9.33 -1,807, 032,30 2.68 III. Increase/ Decrease in this year (Decrease is listed with "-") 23,908, 415.63 -56,332 ,908.69 -69,722 .56 -32,494 ,215.62 48,865, 927.69 -44,893 ,006.40 403,22 6.40 4,376,1 47.69 (I) Net profit -56,332 ,908.69 -69,722 .56 -56,402 ,631.25 -44,893 ,006.40 403,22 6.40 -44,489 ,780.00 (II) Profits and losses calculating into owners' 23,908, 23,908, 48,865, 48,865,Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 18 equity 415.63 415.63 927.69 927.69 1. Net changing amount of fair value of financial assets available for sale 2. Effect of changes of other owners' equity of invested units under equity method 3. Effect of income tax related to owners' equity 4. Others 23,908, 415.63 23,908, 415.63 48,865, 927.69 48,865, 927.69 Subtotal of (I)and (II) 23,908, 415.63 -56,332 ,908.69 -69,722 .56 -32,494 ,215.62 48,865, 927.69 -44,893 ,006.40 403,22 6.40 4,376,1 47.69 (III) Owners' devoted and decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV) Profit distribution 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 3. Distribution for owners (shareholders)Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 19 4. Others (V) Carrying forward internal owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Others IV. Balance at the end of the report period 479,43 3,003.0 0 434,80 1,979.9 6 32,673, 227.01 -2,782, 392,08 4.42 333,50 3.84 -1,835, 150,37 0.61 479,43 3,003.0 0 410,89 3,564.3 3 32,673, 227.01 -2,726, 059,17 5.73 403,22 6.40 -1,802, 656,15 4.99 7.2.5 Statement on Changes of Owners' Equity of Parent Company Prepared by Shenzhen China Bicycle Company (Holdings) Limited Semi-Annual of 2009 Unit: RMB Amount in this report period Amount in last year Items Paid-up capital (Share capital) Capital reserves Less: Treasury Stock Reasonabl e reserve Surplus reserves Retained profit Total owners’ equity Paid-up capital (Share capital) Capital reserves Less: Treasury Stock Reasonabl e reserve Surplus reserves Retained profit Total owners’ equity I. Balance at the end of last year 479,433,00 3.00 410,893,56 4.33 32,673,227 .01 -2,661,268, 533.01 -1,738,268, 738.67 479,433,00 3.00 362,027,63 6.64 32,673,227 .01 -2,612,869, 231.77 -1,738,735, 365.12 Add: Changes of accounting policyShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 20 Error correction of the last period Others II. Balance at the beginning of this year 479,433,00 3.00 410,893,56 4.33 32,673,227 .01 -2,661,268, 533.01 -1,738,268, 738.67 479,433,00 3.00 362,027,63 6.64 32,673,227 .01 -2,612,869, 231.77 -1,738,735, 365.12 III. Increase/ Decrease in this year (Decrease is listed with "-") 23,908,415 .63 -54,763,20 9.88 -30,854,794 .25 48,865,927 .69 -48,399,30 1.24 466,626.45 (I) Net profit -54,763,20 9.88 -54,763,209 .88 -48,399,30 1.24 -48,399,301 .24 (II) Profits and losses calculating into owners' equity 23,908,415 .63 23,908,415. 63 48,865,927 .69 48,865,927. 69 1. Net changing amount of fair value of financial assets available for sale 2. Effect of changes of other owners' equity of invested units under equity method 3. Effect of income tax related to owners' equity 4. Others 23,908,415 .63 23,908,415. 63 48,865,927 .69 48,865,927. 69 Subtotal of (I) and (II) 23,908,415 .63 -54,763,20 9.88 -30,854,794 .25 48,865,927 .69 -48,399,30 1.24 466,626.45 (III) Owners' devoted andShenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 21 decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV) Profit distribution 1. Withdrawal of surplus reserves 2. Distribution for owners (shareholders) 3. Others (V) Carrying forward internal owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserves 4. Others IV. Balance at the end of the report period 479,433,00 3.00 434,801,97 9.96 32,673,227 .01 -2,716,031, 742.89 -1,769,123, 532.92 479,433,00 3.00 410,893,56 4.33 32,673,227 .01 -2,661,268, 533.01 -1,738,268, 738.67Shenzhen China Bicycle Company (Holdings) Limited Summary of Semi-Annual Report 2009 22 7.3 Notes to financial statement 7.3.1 If there have been any changes to the accounting policy and accounting estimates, or modification of accounting errors, give the relevant contents, reasons and the influenced numbers. □Applicable √Inapplicable 7.3.2 If there have been any material changes to the consolidation scope of the financial statement, give the reasons and the influenced numbers. □Applicable √Inapplicable 7.3.3 If Non-standard Unqualified Opinion is supplied, list the related notes to the matters involved. □Applicable √Inapplicable Board of Directors of Shenzhen China Bicycle Company (Holdings) Limited August 13, 2009