Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2009 (Full Text) 1 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2009 (Full Text) §1. Important Notes 1.1 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. 1.2 The Third Quarterly Financial Report of 2009 has not been audited by CPAs. 1.3 Principal of the Company Wu Jun, Person in Charge of Accounting Works Wang Cheng and Person in Charge of Accounting Organ (Accounting Officer) Sun Longlong hereby confirm that the Financial Report of the Third Quarterly Report is true and complete. §2. Company Profile 2.1 Main accounting highlights and financial indexes: Unit: RMB Sep. 30, 2009 Dec. 31, 2008 Increase/decrease scope (%) Total assets (RMB) 208,707,737.28 190,897,705.53 9.33% Owners’ equities attributable to the shareholders of listed company (RMB) -1,841,250,292.18 -1,803,059,381.39 - Share capital (Share) 479,433,003.00 479,433,003.00 0.00% Net assets per share attributable to the shareholders of listed company (RMB/Share) -3.8405 -3.7608 - July-Sep. 2009 Increase/decrease over the same period of the last year (%) Jan.-Sep. 2009 Increase/decrease over the same period of the last year (%) Total operating income (RMB) 85,921,058.05 -15.06% 198,415,641.90 -6.53% Net profit attributable to the shareholders of listed company (RMB) -17,716,000.80 -174.03% -74,048,909.49 - Net cash flow arising from operating activities (RMB) - - 15,452,346.17 361.11% Net cash flow arising from operating activities per share (RMB/Share) - - 0.0322 361.11% Basic earnings per share (RMB/Share) -0.0370 -174.15% -0.1545 - Diluted earnings per share (RMB/Share) -0.0370 -174.15% -0.1545 - Return on equity (%) - - - - Return on equity after deducting non-recurring gains and losses (%) - - - - Unit: RMBShenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2009 (Full Text) 2 Items of non-recurring gains and losses Amount from year begin to the end of report period Remarks Gains and losses from disposal of non-current assets 4,466,040.99 Gains and losses occurred from the contingent events irrelevant with normal operating business of the Company 5,045,542.00 Other non-operating income and expenditure beside for the aforementioned items 243,353.07 Total 9,754,936.06 - 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders of circulation share Unit: Share Total number of shareholders at the end of report period 33,301 Particulars about shares held by the top ten shareholders of circulation shares Shareholders’ name Number of circulation shares held at the period-end Type of shares Shenzhen New Land Tool Consultants PTE. LTD. 9,857,556 RMB common share Zhang Huiling 1,952,373 Domestically listed foreign shares TANG JING YUAN 1,924,500 Domestically listed foreign shares Lin Shaowei 1,728,652 Domestically listed foreign shares HARUHIKO SUZUKI 1,538,000 Domestically listed foreign shares Xu Wanqi 1,277,302 Domestically listed foreign shares Zhang Jianghang 1,270,987 Domestically listed foreign shares GUOTAI JUNAN SECURITIES (HONGKONG) LIMITED 1,242,300 Domestically listed foreign shares Li Jinling 1,238,402 Domestically listed foreign shares Jiang Lan 1,215,800 Domestically listed foreign shares §3. Significant Events 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Inapplicable 1. Monetary capital: increased by 234.78% in comparison with that of period-begin. Main reasons accounting for the growth: Emmelle Company had received rising accounts in advance for sales in this report period, and repayment for Jiangxi Lihua investment project. 2. Other receivables: decreased by 23.69% in comparison with that of period-begin. Main reasons accounting for the decline: repayment forJiangxi Lihua investment project was received in this report period. 3. Inventory: increased by 40.73% in comparison with that of period-begin. Main reasons accounting for the growth: Emmelle Company had increasing inventories in this report period. 4. Fixed assets: decreased by 16.29% in comparison with that of period-begin. Main reasons accounting for the decline: depreciation was withdrawn in this report period. 5. Account payables: increased by 8.42% in comparison with that of period-begin. Main reasons accounting for the growth: Emmelle Company had increased accounts payable for purchase in thisShenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2009 (Full Text) 3 report period. 6. Account received in advance: increased by 76.66% in comparison with that of period-begin. Main reasons accounting for the growth: Emmelle Company had received new rising accounts in advance for sales in this report period 7. Other current liabilities: increased by 30.17% in comparison with that of period-begin. Main reasons accounting for the growth: interests were prepaid in this report period 8. Capital reserve: increased by 8.73% in comparison with that of period-begin. Main reasons accounting for the growth: interests exempted from Guosheng Company were recorded into capital reserve in this report period. 9. Administration expenses: decreased by 27.82% in year-on-year comparison. Main reasons accounting for the decline: the Company paid compensation to employees who were fired due to economical consideration in the same period of last year. 10. Financial expenses: decreased by 283.11% in year-on-year comparison. Main reasons accounting for the decline: the exchange rate of RMB was comparatively stable in this report period, while a great amount of exchange income occurred due to appreciation of RMB in the same period of last year. 11. Asset impairment losses: decreased by 115.93% in year-on-year comparison. Main reasons accounting for the decline: the Company received clearance account for the bankruptcy case of Hong Kong (Link) Bicycles Limited in this report period; while in the same period of last year, inventory depreciation and impairment reserve for long-term equity investment in Golden Ring Company were withdrawn. 12. Investment income: decreased by 100.00% in year-on-year comparison. Main reasons accounting for the decline: the Company had already turned the long-term equity investment in Jiangxi Lihua to other receivables in 2008, so no investment was produced in this report period. 13. Net profit: decreased by 461.31% in year-on-year comparison. Main reasons accounting for the decline: the exchange rate of RMB was comparatively stable in this report period, while a great amount of exchange income occurred due to appreciation of RMB in the same period of last year. 14. Net profit attributable to shareholders of parent company: decreased by 483.36% in year-on-year comparison. Main reasons accounting for the decline: the exchange rate of RMB was comparatively stable in this report period, while a great amount of exchange income occurred due to appreciation of RMB in the same period of last year. 15. Minority interests: decreased by 96.57% in year-on-year comparison. Main reasons accounting for the decline: the underlying subsidiary (not exclusively-owned) made a less profit in this report period. 3.2 Progress of significant events, their influences, and analysis and explanation of their solutions √Applicable □Inapplicable I. In the report period, the Company neither provided capital for controlling shareholders or related parties, nor disobeyed regulations and procedure to provide external guarantee. II. The settlement on the involved matters in non-standard qualified auditor’s opinion of year 2008: 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. In the report period, 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 inquiryShenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2009 (Full Text) 4 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 the 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 hadShenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2009 (Full Text) 5 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. 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. 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. 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, its operation environment, operation status and sustainable operation ability would be improved further. III. Event on Share Merger ReformShenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2009 (Full Text) 6 Share Merger Reform Prospectus was passed in Shareholders’ General Meeting on Share Merger Reform of A Share Market held on Feb. 1, 2007, and it also got replies from Ministry of Commerce, PRC SZNo.1343 [2007] and Approval of Augmenting Total Capital Shares of Shenzhen China Bicycle (Holdings) Co., Ltd from Shenzhen Commerce and Industry Bureau SMGZFu No.2257 [2007] in which the Share Merger Reform Prospectus passed in Shareholders’ General Meeting of the Company held in Feb. 1, 2007. According to Working Guidelines on Share Merger Reform for Listed Companies, the Company has applied to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited for implementing Share Merger Reform procedures. The shares of the Company held by unlisted foreign shareholders and committed for share merger reform by the Company were still in the pledged and frozen conditions which were not released presently (including 40 million shares of the Company held by Hong Kong Zhuorun Technology Co., Ltd. and 26 million shares of the Company held by Hong Kong (Link) Bicycles Limited), so the Share Merger Reform Prospectus of the Company has not implemented, the A-stock of the Company continues to remain suspension. The Board of the Company would continue to follow up and assist the shareholders to deal with the releasing procedures of the aforementioned share equities, and would timely perform the information disclosure obligation in accordance with the progress. 3.3 Implementations of commitments by the Company, shareholders and actual controller □Applicable √Inapplicable 3.4 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 □Inapplicable Forecast of performances Losses Year-begin to the end of next report period The same period of last year Change of increase/decrease (%) Estimated amount of accumulative net profit(RMB’0000) About -12,000.00 -4,489.30 Declined - Basic earnings per share(RMB/Share) About -0.25 -0.0936 Declined - Explanations on forecast of performances The Company had losses of RMB 74,048,900 from Jan. to Sep. The main reason for losses was the occurred interest expense of RMB 72 million. Due to that the debt restructurings had not obtained any substantial progress, high amount of debt burdens still restrained the Company’s development, it was estimated that the Company would still be in losses for the whole year of 2009. In accordance with No. 13.2.1 regulation in Listing Rules of the Stock promulgated by Shenzhen Stock Exchange, the stock trade of the Company would be adopted warning of delisting risk by Shenzhen Stock Exchange for successive losses in recent two years. 3.5 Particulars about the other significant events which needed explanations I. Particulars about event on the progress of the external investment The Company signed Affiliated Agreement on investing Jiangxi Lihua Industrial Co., Ltd. with Shareholder-Hong Kong Dahuan Group Co., Ltd.(hereinafter refers to be as Hong Kong Dahuan) on June 23, 1993. Considering that the aforementioned investment of the Company did not yield any profit until now, thus, with friendly negotiations between Hong Kong Dahuan and the Company, the Company signed Agreement on Releasing Affiliated Agreement with Hong Kong Dahuan on Jan. 20, 2009. The Company will take back investment account amounting to RMB 30,740,000 within 2 years and 6 months which had no influences on the gains/losses in the report year of theShenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2009 (Full Text) 7 Company(for details, please see the notice of No. 2009-006). Ended the report period, the Company accumulatively received contract account amounting to RMB 12 million. II. Particulars about event on stopping calculating debts interests in this year by creditor The Company received Reply Letter on Applying to Stop Calculating Debts Interests in Year 2009 of the Company from the first largest shareholder and creditor- Shenzhen Guocheng Energy Investment Development Co., Ltd.(hereinafter refers to be as “Guocheng Energy”) on March 16, 2009: “Guocheng Energy” agreed to stop calculating whole year interests for year 2009 on the Renminbi credit rating 9,124,618.59 and US dollars 84,797,624.57 of the Company held by it, the total amount for the whole year was predicted to be RMB 47,662,500. The aforementioned interests were not withdrawn in the following years. The Company has published the aforementioned events on March 18, 2009. In accordance with the regulations on Notice of Well Implementing Accounting Standards for Business Enterprise on the Works of 2008 Annual Report by the Letter No. CK [2008]60 from Ministry of Finance: “ if accepting the direct or indirect donations from the controlling shareholders or the subsidiaries of the controlling shareholder, judge the capitalization input on enterprise belonging to controlling shareholders from the economic substances which should be the Equity Transaction, and relevant income should be recorded in owners’ equity(capital public reserve).” Guocheng Energy stopped to calculated the interests of debts of this year which would be reckoned into financial expense of the Company while calculating the interest payable reserve and the total amount for the whole year was predicted to be RMB 47,662,500, meanwhile, gains arising from stopping calculating the interests would be reckoned into owners’ equity(capital public reserve), and the total amount for the whole year was predicted to be RMB 47,662,500 3.5.1 Activities on receiving research, communication and interview in the report period Date Place Way The received parties Contents discussed and materials supplied July-Sep. 2009 Office of the Company Communications by telephone Tradable shareholder Progresses of Share Merger Reform and debts restructuring of the Company 3.6 Particulars about derivatives investment □Applicable √Inapplicable 3.6.1 Particulars about the positions of derivatives investment at the end of report period □Applicable √Inapplicable §4. Appendix 4.1 Balance sheet Prepared by Shenzhen China Bicycle Company (Holdings) Limited Sep. 30, 2009 Unit: RMB Balance at period-end Balance at year-begin Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 33,767,872.91 350,745.94 10,086,599.53 417,444.51 Settlement provisions Capital lent Transaction finance assetShenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2009 (Full Text) 8 Notes receivable 5,029,544.00 5,408,792.00 Accounts receivable 423,192.06 139,442,527.61 385,033.41 136,120,228.45 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 32,197,095.52 59,526,016.74 42,193,937.90 87,659,723.49 Purchase restituted finance asset Inventories 50,941,646.95 24,734,680.90 36,197,343.93 26,922,910.94 Non-current asset due within one year Other current assets Total current assets 122,842,157.52 224,053,971.19 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 9,827,080.39 9,827,080.39 10,311,261.40 10,311,261.40 Fixed assets 46,885,654.06 46,054,408.71 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 26,533,004.81 26,533,004.81 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 85,865,579.76 85,034,334.41 96,121,558.36 95,445,350.61 Total assets 208,707,737.28 309,088,305.60 190,897,705.53 346,565,658.00 Current liabilities: Short-term loans 399,460,134.85 338,536,745.34 399,661,355.35 338,713,085.90 Loan from central bank Absorbing deposit andShenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2009 (Full Text) 9 interbank deposit Capital borrowed Transaction financial liabilities Notes payable Accounts payable 141,716,638.90 294,980,966.73 130,714,884.86 324,940,555.98 Accounts received in advance 37,687,794.40 14,605,306.04 21,333,035.66 14,605,306.04 Selling financial asset of repurchase Commission charge and commission payable Wage payable 1,584,752.17 1,448,819.53 1,686,297.83 1,550,365.19 Taxes payable 94,934,028.09 94,284,567.22 95,399,029.08 94,220,632.13 Interest payable Dividend payable Other accounts payable 169,637,816.00 135,818,914.69 168,604,764.50 134,698,784.49 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year 870,596,896.16 870,596,896.16 873,090,594.28 873,090,594.28 Other current liabilities 154,808,318.87 154,763,849.11 118,929,914.04 118,881,087.74 Total current liabilities 1,870,426,379.44 1,905,036,064.82 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 179,088,442.92 179,088,442.92 184,133,984.92 184,133,984.92 Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 179,088,442.92 179,088,442.92 184,133,984.92 184,133,984.92 Total liabilities 2,049,514,822.36 2,084,124,507.74 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 446,751,563.03 446,751,563.03 410,893,564.33 410,893,564.33 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 -2,800,108,085.22 -2,733,893,995.18 -2,726,059,175.73 -2,661,268,533.01 Balance difference of foreign currency translationShenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2009 (Full Text) 10 Total owner’s equity attributable to parent company -1,841,250,292.18 -1,775,036,202.14 -1,803,059,381.39 -1,738,268,738.67 Minority interests 443,207.10 403,226.40 Total owner’s equity -1,840,807,085.08 -1,775,036,202.14 -1,802,656,154.99 -1,738,268,738.67 Total liabilities and owner’s equity 208,707,737.28 309,088,305.60 190,897,705.53 346,565,658.00 4.2 Profit statement in the report period Prepared by Shenzhen China Bicycle Company (Holdings) Limited July-Sep. 2009 Unit: RMB This period The same period of last year Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 85,921,058.05 5,641,746.60 101,156,161.69 4,154,960.13 Including: Operating income 85,921,058.05 5,641,746.60 101,156,161.69 4,154,960.13 Interest income Insurance gained Commission charge and commission income II. Total operating cost 112,949,193.38 32,889,206.68 76,532,645.90 -17,968,510.80 Including: Operating cost 81,886,243.72 4,014,435.59 96,501,393.49 3,106,070.63 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 30,878.63 41,947.11 Sales expenses 1,274,166.35 1,151,358.34 316,618.37 Administration expenses 5,737,762.17 4,834,798.43 6,139,281.20 5,773,649.33 Financial expenses 24,020,142.51 24,039,972.66 -30,882,808.72 -30,746,323.61 Losses of devaluation of asset 3,581,474.48 3,581,474.48 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) -252,474.47 -252,474.47 Including: Investment income on affiliated company and joint venture -252,474.47 -252,474.47 Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -27,028,135.33 -27,247,460.08 24,371,041.32 21,870,996.46 Add: Non-operating income 10,429,190.25 10,392,190.25 403,970.00 400,670.00 Less: Non-operating expense 1,007,352.46 1,006,982.46 5,129.70 2,840.00Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2009 (Full Text) 11 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) -17,606,297.54 -17,862,252.29 24,769,881.62 22,268,826.46 Less: Income tax expense V. Net profit (Net loss is listed with “-”) -17,606,297.54 -17,862,252.29 24,769,881.62 22,268,826.46 Net profit attributable to owner’s of parent company -17,716,000.80 -17,862,252.29 23,931,630.72 22,268,826.46 Minority shareholders’ gains and losses 109,703.26 838,250.90 VI. Earnings per share i. Basic earnings per share -0.0370 -0.0373 0.0499 0.0464 ii. Diluted earnings per share -0.0370 -0.0373 0.0499 0.0464 VII. Other consolidated income VIII. Total consolidated income -17,606,297.54 -17,862,252.29 24,769,881.62 22,268,826.46 Total consolidated income attributable to owners of parent company -17,716,000.80 -17,862,252.29 23,931,630.72 22,268,826.46 Total consolidated income attributable to minority shareholders 109,703.26 838,250.90 4.3 Profit statement from year-begin to the end of report period Prepared by Shenzhen China Bicycle Company (Holdings) Limited Jan.-Sep. 2009 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 198,415,641.90 12,579,055.20 212,266,079.84 14,562,935.82 Including: Operating income 198,415,641.90 12,579,055.20 212,266,079.84 14,562,935.82 Interest income Insurance gained Commission charge and commission income II. Total operating cost 282,179,506.75 94,922,823.43 198,866,956.53 8,505,636.53 Including: Operating cost 188,479,330.42 7,988,788.32 203,635,797.52 13,177,834.26 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 102,213.83 130,370.93 84.83 Sales expenses 3,958,716.42 242,795.77 3,115,302.15 672,298.47Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2009 (Full Text) 12 Administration expenses 18,907,984.09 15,913,179.92 26,196,853.53 24,910,546.52 Financial expenses 71,501,755.94 71,548,553.37 -39,049,238.29 -35,092,998.24 Losses of devaluation of asset -770,493.95 -770,493.95 4,837,870.69 4,837,870.69 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) -874,997.07 -874,997.07 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -83,763,864.85 -82,343,768.23 12,524,126.24 5,182,302.22 Add: Non-operating income 10,776,510.18 10,739,510.18 8,314,434.46 8,287,969.46 Less: Non-operating expense 1,021,574.12 1,021,204.12 355,344.56 134,342.93 Including: Disposal loss of non-current asset 18,300.00 IV. Total Profit (Loss is listed with “-”) -74,008,928.79 -72,625,462.17 20,483,216.14 13,335,928.75 Less: Income tax expense V. Net profit (Net loss is listed with “-”) -74,008,928.79 -72,625,462.17 20,483,216.14 13,335,928.75 Net profit attributable to owner’s of parent company -74,048,909.49 -72,625,462.17 19,315,995.01 13,335,928.75 Minority shareholders’ gains and losses 39,980.70 1,167,221.13 VI. Earnings per share i. Basic earnings per share -0.1545 -0.1515 0.0403 0.0278 ii. Diluted earnings per share -0.1545 -0.1515 0.0403 0.0278 VII. Other consolidated income VIII. Total consolidated income -74,008,928.79 -72,625,462.17 20,483,216.14 13,335,928.75 Total consolidated income attributable to owners of parent company -74,048,909.49 -72,625,462.17 19,315,995.01 13,335,928.75 Total consolidated income attributable to minority shareholders 39,980.70 1,167,221.13 4.4 Cash flow statement from year-begin to the end of report period Prepared by Shenzhen China Bicycle Company (Holdings) Limited Jan.-Sep. 2009 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 130,118,659.09 143,335,494.27 6,871,053.35 Net increase of customerShenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2009 (Full Text) 13 deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received Other cash received concerning operating activities 15,578,855.96 13,499,751.26 5,637,330.94 7,550,680.18 Subtotal of cash inflow arising from operating activities 145,697,515.05 13,499,751.26 148,972,825.21 14,421,733.53 Cash paid for purchasing commodities and receiving labor service 105,652,132.59 112,424,863.37 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 11,527,392.05 1,274,043.62 17,582,652.01 2,119,592.20 Taxes paid 3,025,845.04 1,871,301.65 3,997,838.20 2,449,000.58 Other cash paid concerning operating activities 10,039,799.20 10,402,773.94 11,616,353.30 8,530,215.79 Subtotal of cash outflow arising from operating activities 130,245,168.88 13,548,119.21 145,621,706.88 14,532,208.12 Net cash flows arising from operating activities 15,452,346.17 -48,367.95 3,351,118.33 -110,474.59 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 550,000.00 10,464,667.52 105,942.92Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2009 (Full Text) 14 other long-term assets 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 10,464,667.52 105,942.92 Cash paid for purchasing fixed, intangible and other long-term assets 321,062.43 18,330.62 88,868.00 77,468.00 Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 321,062.43 18,330.62 88,868.00 77,468.00 Net cash flows arising from investing activities 8,228,937.57 -18,330.62 10,375,799.52 28,474.92 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 -1,272.58 V. Net increase of cash and cash equivalents 23,681,273.38 -66,698.57 13,725,645.27 -81,999.67 Add: Balance of cash and cash equivalents at the period -begin 10,086,599.53 417,444.51 14,062,198.43 477,660.27Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2009 (Full Text) 15 VI. Balance of cash and cash equivalents at the period -end 33,767,872.91 350,745.94 27,787,843.70 395,660.60 4.5 Auditor’s report Auditor’s opinions: Un-audited. Board of the Directors of Shenzhen China Bicycle Company (Holdings) Limited October 29, 2009