SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED Semi-Annual Report 2011 Important Notice The directors, supervisors and senior executives of Shenzhen China Bicycle Company (Holdings) Limited (hereinafter referred to as the Company) hereby confirm that there are no important omissions, fictitious statements or serious misleading information carried in this report, and shall take all responsibilities, individually and jointly, for the authenticity, accuracy and completeness of the whole contents. The 2011 semi-annual financial report of the Company has not been audited, and the investors are suggested to read carefully. No director declares that he or she could not assure the authenticity, accuracy and completeness of the semi-annual report, or holds different opinions. Independent Director—Ms. Li Bing absent the Board of Directors Meeting due to working, and Director—Ms. Zhang Xinmiao was authorized for attending the Meeting and exercise right of voting. Person in Charge of the Company Mr. Luo Guiyou, Person in Charge of Accounting Works Mr. Zhang Zebing and Person in Charge of Accounting Institution Mr. Sun Longlong hereby assure that the financial report enclosed in the semi-annual report is true and complete. CONTENTS Section I. Company Profile…………………………………… 3 Section II. Main Financial Data and Business Indexes………………………… 4 Section III. Changes in Share Capital and Particulars about Shareholders…… 6 Section IV. Particulars about Directors, Supervisors and Senior Executives… 10 Section V. Report of the Board……………………………………… 11 Section VI. Significant Events…………………………………………………… 17 Section VII. Financial Report…………………………… 22 Section VIII. Documents Available for Reference………………………………… 22 Section I. Company Profile (I). Legal Name of the Company In Chinese: 深圳中华自行车(集团)股份有限公司 In English: SHENZHEN CHINA BICYCLE COMPANY(HOLDINGS)LIMITED Short form of English Name: CBC (II). Legal Representative: Luo Guiyou (III). Secretary of the Board: Yao Zhengwang Representative of Securities Affairs: Cui Hongxia Tel.: 0755-28181666 Contact Address: Zhonghua Industrial Park, Yousong Industrial Zone, Longhua, Shenzhen, Guangdong Province, China Fax: 0755-28181009 E-mail: dmc@szcbc.com (IV). Registered Address: No. 3008, Buxin Road, Shenzhen, Guangdong Province, China Postcode: 518019 Office Address: Zhonghua Industrial Park, Yousong Industrial Zone, Longhua, Shenzhen, Guangdong Province, China Postcode: 518131 Internet Website: www.cbc.com.cn E-mail: cbc@szcbc.com (V).Newspapers Chosen for Disclosing Information: Securities Times and Hong Kong Commercial Daily Internet Website Designated for Publishing the Semi-annual Report: http://www.cninfo.com.cn Place Where the Semi-annual Report Is Prepared and Placed: Secretariat of the Board of the Company, Yousong Industrial Zone, Longhua, Shenzhen (VI). Stock Exchange Listed with, Short Form of the Stock and Stock Code: Stock Exchange Listed with: Shenzhen Stock Exchange Short Form of the Stock: *ST ZHONGHUA - A, *ST ZHONGHUA - B Stock Code: 000017/A-stock, 200017/B-stock VII. Other Relevant Information: 1. Date of the First Registration: August 24, 1984 2. Place: Buxin Road, Shenzhen 3. Registration No. of the Business License of Incorporated Enterprise: 440301501122085 4. Tax Registration No.: GSSZ No. 440301618830452, SDSDZ No. 440303618830452 5. Name and office address of the Certified Public Accountants engaged by the Company: Name: Shenzhen Pengcheng Certified Public Accountants Co., Ltd. Office Address: 7/F, Block A, No. 5022 Union Square, Binhe Road, Futian District, Shenzhen Section II. Main Financial Data and Business Indexes (I). Main accounting data and financial indexes 1. Major accounting data Unit: RMB Increase/decrease at the end of this report At the end of this At the period-end period compared with report period of last year that in period-end of last year (%) Total assets 150,424,997.29 138,158,078.89 8.88 Owners’ equity attributable to -1,712,943,370.52 -1,756,185,442.87 -2.46 shareholders of the listed company Share capital 551,347,947.00 551,347,947.00 0.00 Net assets per share attributable to shareholders of the listed company(RMB/Share) Increase/decrease in This report period The same period this report period (Jan. to Jun.) of last year year-on-year (%) Total operating income 136,537,595.25 120,622,786.14 13.19 Operating profit -21,589,373.90 -52,431,969.81 -58.82 Total profit 26,213,055.39 -51,663,487.04 -150.74 Net profit attributable to shareholders of 26,213,055.39 -51,719,360.41 -150.68 the listed company Net profit attributable to shareholders of the listed company after deducting -21,589,373.90 -52,487,843.18 -58.87 non-recurring gains and losses Basic earnings per share (RMB/Share) 0.0475 -0.0938 -150.68 Diluted earnings per share (RMB/Share) 0.0475 -0.0938 -150.68 Return on equity (%) - - - Net cash flow arising from operating 1,314,073.56 5,750,731.94 -77.15 activities Net cash flow per share arising from 0.0024 0.0104 -77.15 operating activities (RMB/Share) 2. Items of non-recurring gains and losses: Unit: RMB Non-recurring gains and losses Amount Note(If applicable) Other non-operating income and expense 47,802,429.29 excluded the aforementioned business Total 47,802,429.29 - (II). Indexes calculated in accordance with Regulations on the Information Disclosure of Companies Publicly Issuing Shares (No. 9) are as follows: Return on equity (%) Earnings per share (RMB) Profit index Fully Weighted Fully Weighted average diluted average diluted Operating profit - - -0.0392 -0.0392 Net profit - - 0.0475 0.0475 Net profit after deducting - - -0.0392 -0.0392 non-recurring gains and losses (III). There are no differences in net assets calculated in accordance with CAS and IAS respectively in the report period. Section III. Changes in Share Capital and Particulars about Shareholders (I) Changes in share capital: No change occurred on total share capital in this report period Unit: share Before the Increase/Decrease of this time (+, -) After the change change Ne Capitali w Bo zation Amoun Propo sha nus of Others Subtotal Amount Proportion t rtion res sha public iss res reserve ued I. 186,722, 33.87 -77,507, -77,507,90 109,214,2 Restricte 139 % 909 9 30 19.81% d shares 1. State-ow 0 0.00% 0 0 ned shares 2. State-ow 16,340,0 -16,340, -16,340,00 ned legal 00 2.96% 000 0 0 0 person’s shares 3. Other 95,267,0 17.28 -30,168, -30,168,59 65,098,41 domestic 02 % 590 0 2 11.81% shares Including : Domestic non-state- 88,767,0 16.10 -23,668, -23,668,59 65,098,41 11.81% owned 02 % 590 0 2 legal person’s shares Domestic natural 6,500,00 -6,500,0 1.18% -6,500,000 0.00% 0.00% person’s 0 00 shares 4. 75,106,1 13.62 -31,001, -31,001,94 44,104,24 Foreign 90 % 944 4 6 8.00% shares Including 75,106,1 13.62 -31,001, -31,001,94 44,104,24 : Foreign 90 % 944 4 6 8.00% legal person’s shares Foreign natural 0 0.00% person’s shares 5. Senior executive 8,947 0.00% 2,625 2,625 11,572 0.00% s’ shares II. 364,625, 66.13 77,507, 442,133,7 Unrestrict 808 % 909 77,507,909 17 80.19% ed shares 1. RMB 116,262, 21.09 77,510, 193,773,3 Ordinary 826 % 534 77,510,534 60 35.15% shares 2. Domestic 248,362, 45.05 248,360,3 ally listed 982 % -2,625 -2,625 57 45.05% foreign shares 3. Overseas listed 0 0.00% 0 0.00% foreign shares 4. Others 0 0.00% 0 0.00% III. Total 551,347, 100.00 551,347,9 0 0 100.00% shares 947 % 47 (II) Particulars about shares held by the top ten shareholders and the top ten shareholders with unrestricted conditions Unit: Share Total shareholders 34,924 Particulars about shares held by the top ten shareholders Proporti Total Amount of Shares Nature of on of Full name of shareholders amount of restricted pledged or shareholders shares shares held shares held frozen held Domestic Shenzhen Guocheng Energy non-state-owne 11.81% 65,098,412 65,098,412 0 Investment Development Co., Ltd. d legal person Hong Kong Zhuorun Technology Foreign legal 8.00% 44,104,246 44,104,246 30,000,000 Co., Ltd. person China Bicycle Company (Holdings) Foreign legal 4.72% 26,000,000 0 26,000,000 Limited person Domestic Shenzhen Kangsheng Investment non-state-owne 1.98% 10,916,989 0 0 Development Co., Ltd. d legal person Airline Trust and Investment Co., State-owned 1.88% 10,340,000 0 0 Ltd. legal person China Resources SZITIC Trust Co., Domestic 1.09% 6,000,000 0 0 Ltd. legal person Foreign legal BOCI SECURITIES LIMITED 1.08% 5,946,950 0 0 person GUOTAIJUNAN Foreign legal SECURITIES(HONGKONG) 1.06% 5,825,699 0 0 person LIMITED Domestic Xinliyi Investment Management non-state-owne 1.02% 5,600,000 0 0 Co., Ltd. d legal person Foreign legal Jingchao Investment Co., Ltd. 0.91% 5,001,944 0 0 person Particulars about the shares held by the top ten unrestricted shareholders Amount of unrestricted shares Full Name of shareholder Type of shares held China Bicycle Company (Holdings) 26,000,000 RMB common shares Limited Shenzhen Kangsheng Investment 10,916,989 RMB common shares Development Co., Ltd. Airline Trust and Investment Co., Ltd. 10,340,000 RMB common shares China Resources SZITIC Trust Co., Ltd. 6,000,000 RMB common shares Domestically listed foreign BOCI SECURITIES LIMITED 5,946,950 shares GUOTAI JUNAN Domestically listed foreign SECURITIES(HONGKONG) 5,642,699 shares LIMITED Xinliyi Investment Management Co., 5,600,000 RMB common shares Ltd. Jingchao Investment Co., Ltd. 5,001,944 RMB common shares Geng Guohua 2,230,000 RMB common shares Domestically listed foreign TANG JING YUAN 2,213,175 shares Among the top ten shareholders the Company was unaware of whether there existed associated relationship or whether there existed consistent Explanation on associated actionist regulated in the Management Measure of Information Disclosure relationship among the top on Change of Shareholding for Listed Companies; among the other ten shareholders or circulating shareholders, the Company was unaware of whether there consistent action existed associated relationship or whether there existed consistent actionist regulated in the Management Measure of Information Disclosure on Change of Shareholding for Listed Companies Note: the original name of China Bicycle Company (Holdings) Limited is HONGKONG (LINK) BICYCLES LIMITED. (III) Change on controlling shareholder or actual controller of the Company in reporting period: Name of new controlling Shenzhen Guocheng Energy Investment Development Co., Ltd. shareholder Date of change on new controlling 2011-01-03 shareholder Publishing date of particulars about 2011-01-10 change on new controlling shareholder Publishing media of particulars Securities Times, Hong Kong Commercial Daily and Juchao about change on new controlling Website shareholder Name of new actual controller Ji Hanfei Date of change on new actual 2011-01-03 controller Publishing date of particulars about 2011-01-10 change on new actual controller Publishing media of particulars Securities Times, Hong Kong Commercial Daily and Juchao about change on new actual Website controller Section IV. Particular about Directors, Supervisor, Senior Executives and Employees (I) Particulars about changes in shares held by directors, supervisors and senior executives Unit: Share Shares Shares increasi decreasi Shares Shares Of which: Amount of ngly ngly held in held in amount of share option Reason for Name Position held in held in year-b period-e restricted held in change the the egin nd shares held period-end report report period period Zheng Supervis Zhonghuan 11,930 0 0 11,930 0 0 - or Elected as supervisor of staff Supervis representative of or of the 7th session of Tao staff 3,500 0 0 3,500 0 0 board of Hualiang represen supervisors in the tative Workers’ Congress held on Jun. 7. (II) In the report period, particulars about new engagement or dismission of the Company’s directors, supervisors and senior executives 1. In reporting period, the office term of the 6th session of board of supervisors was due. The 2011 extraordinary shareholders’ general meeting held on Jun. 28 of 2011 elected the 7th session of board of supervisors, including, Mr. Xiao Yan and Mr. Zheng Zhonghuan were elected as supervisors of the 7th session of board of supervisors with a same office term with the 7th session of board of supervisors. Workers’ Congress was held on Jun. 7 of 2011 and it elected Mr. Tao Hualiang as supervisor of staff representative of the 7th session of board of supervisors with a same office term with this session of board of supervisors. 2. On Jun. 28 of 2011, the Company held the 7th session of board of supervisors and elected Mr. Xiao Yan as convener of the 7th session of board of supervisors with a same office term with this session of board of supervisors. Section V. Report of the Board (I) Discussion and analysis on the general operation of the Company during the report period No change happened to the main business and the industry that the Company belonged to during the report period. In the 1st half year of 2011, managers led all the staffs to actively conduct working, taking correct decision made on board of directors as guidance, surrounding aspects such as developing electric bicycle, main business of bicycle, adjusting operational institution and integrating human resource, replying law suit and promoting debts restructure. In aspect of electric bicycle, bicycle business, we regulated products structure, improved brand impact, added sale volume of electric bicycle. And we extended net terminal, enhanced investment in new products, actively developed new customers and vigorously conducted group-purchase, thus kept steady growth of main business. In aspect of property lease and management, we enlarged lease area and increased lease income through changing lease method and clearing spaces. And we enhanced electricity utilization and saved cost of electricity utilization. Meanwhile, we strengthened safety management, conducted normal management of safe management, thus ensured normal order of production and operation of the Company. In reporting period, the Company realized RMB 126.2355 million of main business income. The Company conducted debt composition at year-end 2010 thus reduced interest-bearing debt and reduced financial expenses. In this period, appreciation of RMB produced a substantial exchange income; and restructure plan of Guangdong Shengrun Group Co., Ltd had been ruled by Shenzhen Medium People’ Court on Apr. 25 of 2011 and fully completed. The Company reduced book debt accrued in advance and included projected liability in non-operating income. The Company realized RMB 26.2131 million of net profit in this reporting period. (II) Compare the financial indexes in report period with that of last period: 1. Operation achievement: Proportion of financial indexes Amount(RMB) increased/decreased Jan.-Jun.2011 Jan.-Jun.2010 Operation income 136,537,595.25 120,622,786.14 13.19% Operation profit -21,589,373.90 -52,431,969.81 -58.82% Net profit 26,213,055.39 -51,719,360.41 -150.68% Net increase amount of cash 2,541,797.14 3,302,438.34 -23.03% and cash equivalent 2. Financial status: Proportion of Item Amount(RMB) increased/decreased 2011-6-30 2010-12-31 Current assts 79,753,581.93 62,101,170.15 28.43% Total assets 150,424,997.29 138,158,078.89 8.88% Current liabilities 1,697,155,414.89 1,715,255,078.84 -1.00% Shareholders’ equity -1,712,943,370.52 -1,756,185,442.87 -2.46% Note: particulars and reason on the major items of accounting statements and financial indexes with major changes Notes receivable: decreased by 52.45% over period-begin mainly due to change of calculation method of sale business; Inventory: increased by 82.18% over period-begin mainly due to preparation for welcoming busy sale season; Accounts received in advance: increased by 35.62% over period-begin mainly due to loan received in advance in busy sale season increased; Other accounts payable: increased by 140.63% over period-begin mainly due to change of creditors and corresponding regulation of bookkeeping subjects. Non-current liability due within 1 year: decreased by 34.40% over period-begin mainly due to change of creditors and corresponding regulation of bookkeeping subjects. Financial expense: decreased by 61.02% over same period of last year mainly due to appreciation of RMB in this period brought substantial exchange income and decrease of interest-bearing debts. Non-operating income: increased by 5885.69% over same period of last year mainly due to court ruled debt restructure plan of Shengrun Company and it had been fully completed, and the Company reduced book debt accrued in advance and projected liability. 3. Operation on main business: During the report period, the main business and the industry that the Company belonged to didn’t changed. From January to June of 2011, the Company realized main business income of RMB 126.2355 million, 11.95% up over the same period of last year; and realized net profit of RMB 26.2131 million (1) Main business classified according to industries and products Unit: RMB’0000 Main business classified according to industries Increase/d Increase/decr ecrease in Classified Increase/decrease Gross ease in gross according to Operating Operating in operating profit operating cost profit industries or revenue cost income ratio % year-on-year ratio products year-on-year % % year-on-y ear% Bicycles and accessories and 12,509.87 11,962.77 4.37 12.08 12.17 -1.61 fittings Property 113.67 205.41 -80.71 -1.44 0.17 3.71 management Main operations classified according to products Bicycles and accessories and 12,509.87 11,962.77 4.37 12.08 12.17 -1.61 fittings Property 113.67 205.41 -80.71 -1.44 0.17 3.71 management (2) Particulars about main operations classified according to areas Unit: RMB’0000 Increase/decrease in income from Areas Income from operations operations over last year (%) Shandong 4,228.88 11.37 Henan 2,863.70 18.94 Jiangsu 1,893.30 7.17 Hebei 1,293.90 -5.79 Sichuan 259.13 63.02 (3) Particular about major suppliers and clients Purchase amount from the top five suppliers of the Company was RMB 129,299,600, occupied 89.99% of the total annual purchase amount; the sales amount towards top five clients was RMB 105,389,000, an 77.19% of the total annual sale amount. 4. Problems and difficulties in operation and relevant solving scheme: (1) Dramatically impact on domestic consumer market from the global economic environment, majority export-oriented enterprise transferred the orientation to domestic market. And the bicycle and eclectic vehicle market faces an environment of price-war competition; (2) The Company has the problem of facing a huge debt approximately amount to RMB 1.9 billion. The resolving of the debt was very complicated due to the long-term debts, complexity condition and with many debtors. Faced with the above problems, the Company in one hand will vigorously explore main business and ensure sustainable and steady growth of main business, especially in the production and sale in higher added value electric vehicles; on the other hand, actively promote the process of restructuring of whole the Company including the debt restructure. (III) Particular about the investment in report period There are no fund raising and major investment activities of the Company happened in the report period. (IV) working plan in 2nd half year of the Company (1) Continuously actively coordinate shareholders and the board of directors to vigorously conduct debts restructure, strive a substantive improvement of debts restructure of Shenzhonghua; (2) Complete establishment of internal control system, improve operation efficiency and performance; (3) Ensure stable growth in main business, strengthen property lease and assets management, and thus improve overall operation earnings of the Company; (4) Integrate human resources; realize rationalization and optimization of human resource grouping. (V) Explanation presented by the Board for change and treatment of the matters involved in the Non-standard Report issued by CPAs for last year: Shenzhen Pengcheng Certified Public Accountants Co., Ltd. issued audit report with disclaimer of opinions for the 2010 Financial Report of the Company. The Board of Directors agreed the 2010 Auditor’s Report offered by Shenzhen Pengcheng Certified Public Accountants Co., Ltd. Due to that the debt reorganization work of the Company had not been completely finished in 2010, 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 light of that, the Board of the Company made the following explanations: 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 amount to RMB 324,879,558.04, and principal of loans which haven’t been replied totaled to RMB 111,584,308.44, so it was not available to confirm influence on financial statement by financial debt. The Company provided explanation in Note 10 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 January 1st of 2002 and at the same time, exempt all the interest payable of the Company (including penalty interest and compound interest) occurred before December 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 January 1st of 2002 to December 31st of 2004. The exempt term was due on December 31st of 2004. The Company held it was not necessary 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 January 1st of 2002 to December 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 119,902,328.56. Till the day of auditing report, 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. 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 2010 prepared by the Company based on imagined continuous operations was proper. Measures from the Company and largest creditor are as followed: Since March 2002, the promotion on debt restructuring by the former largest creditor of the Company-China Huarong Asset Management Corporation acquired breakthrough development. Relevant department such as China Banking Regulatory Commission approved that all the interests of the financial debts the Company owed ended December 31st, 2004 were exempted and stopped interest calculation. The Company and International Finance Corporation signed Reconciled Agreement on March 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. On Oct. 15 of 2010, the Company signed the Debts Reconcile Term with Shenzhen Chengxingtai Investment Co., Ltd which agreed the Company should pay the compensation to Chengxingtai Company with RMB 14 million thus settled up all the creditor’s right and debts (about RMB 150 million). The above RMB 14 million has been settled up on Nov. 30 of 2010 totally. On December 30, 2006, China Huarong Asset Management Corporation transferred its creditor right to Shenzhen Guosheng Energy Investment Development Co., Ltd.( Guosheng Energy Company for short), relevant debt restructure work have been in promotion by Guosheng Energy Company recently and obtained certain progress. Due to the change of largest shareholder of the Company and the implementation of new Bankruptcy Law, Guosheng Energy Company applied to the Shenzhen Intermediate People’s Court in January 2010 for restructuring the Company according to the regulation of Bankruptcy Law, with the purpose of recovering and improving the ability of sustainable operations of the Company. On Dec. 28 of 2010, Shenzhen Intermediate People’s Court believed that applicants didn’t submit materials such as solution plan both parties accepted which was formed from settlement of tax income and creditor’s right with tax department, and then ruled that they didn’t accept application of bankruptcy restructure Shenzhen Guochen Energy Investment and Development Co., Ltd raised up. Besides, Guochen Energy Company agreed to stop accounting RMB 17.029 million of loan interests in 2011. This item of interests won’t be received in future years. In promoting the work of debt restructure, the Company realized a stable development and profits continuity in main business. The short-term pressure of payment have been released, the ability of sustainable operations got a certain improvement. Board of the Company considered that: as the debt and assets restructure of the Company continuously made progress, the operation environment, operation status and sustainable operation ability would be improved in future. Section VI. Significant Events (I) Corporation governance In the report period, the Company strictly conformed to regulations of standard documents such as Company Law, Securities Law, the laws and codes of CSRC and Shenzhen Stock Exchange and relevant regulations, perfected the corporation governance structure continuously. The works of shareholders’ general meeting, the board of directors, supervisory committee and management group all operated strictly according to the requests of the foresaid documents and each bylaws of the Company. The actual conditions about corporate governance of the Company accorded with the requests of relevant standard documents on governance of listed company promulgated by CSRC. Based on requirements of Notice to Focus on Relevant Working about Normalization Spot about Internal Control of Listed Companies in Shenzhen issued by Shenzhen Securities Supervision Bureau, in reporting period the Company positively conducted preparation working for internal control implementation, formulated Working Program of Internal Control, engaged professional consultation for internal control construction. Various workings presently are in a steady promotion in accordance with the progress of the plan. (II) In the report period, the execution of profit distribution and plan of transferring the public reserve capital into share capital: At the semi-annual of 2011, the Company did not distribute profit, nor had plans of transferring the public reserve capital into share capital. (III) Material lawsuits and arbitrations in the report period. In the report period, the Company had no material lawsuits and arbitrations. (IV) No purchase and sales of significant assets in the report period. In the report period, the Company had no purchase significant assets activity. (V) Significant related transactions in the report period: Non-recurring credit and debt in the report period: Unit: RMB’0000 Funds offered to Funds offered to the listed company by related parties related parties Related parties Amount Balance Amount occurred Balance occurred Shenzhen Guocheng Energy 0.00 0.00 0.00 42,590.59 Investment Development Co., Ltd. Shenzhen Guocheng Energy 0.00 0.00 39.38 334.26 Investment Development Co., Ltd. Shenzhen Guocheng Energy 0.00 0.00 0.00 650.00 Investment Development Co., Ltd. Shenzhen Jinhuan Printing Format 0.00 0.00 0.00 261.64 Co., Ltd. Total 0.00 0.00 39.38 43,836.49 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. (VI) Significant contracts and its implementation 1. In the report period, the Company had not entrusted, contracted or leased the assets of other companies, nor had other companies entrusted, contracted or leased the assets of listed companies. 2. In the report year, the Company had no entrusted financing. 3. In the report period, the Company had not provided guarantees for controlling subsidiary, the guaranteed occurred in previous years were as follows: Unit: RMB’0000 Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries) Related Announc Date of ement Comple happening Actually Name of the disclosur Guaran Guar te Guarantee for (Date of guarante Guaran Company e day and tee antee implem related party signing e tee type guaranteed No. of limit term entation (Yes or no) agreement amount the or not ) guarantee amount. Guangdong Jointly 4 1996.07. 1,960.0 1996-07-2 Sunrise Group 1,960.00 respons mont Not No 26 0 6 Co., Ltd. ibility hs Guangdong Jointly 12 1999.09. 1999-09-3 Sunrise Group 477.28 477.29 respons mont Not No 30 0 Co., Ltd. ibility hs Guangdong Jointly 11 1998.04. 1998-04-3 Sunrise Group 182.00 182.00 respons mont Not No 30 0 Co., Ltd. ibility hs Guangdong Jointly 7 1997.07. 1997-07-3 Sunrise Group 175.00 175.00 respons mont Not No 30 0 Co., Ltd. ibility hs Guangdong Jointly 8 1997.06. 1997-06-0 Sunrise Group 210.00 210.00 respons mont Not No 04 4 Co., Ltd. ibility hs Jointly 6 Gintian Industry 1998.10. 5,000.0 1998-10-3 5,000.00 respons mont Not No (Group) Co., Ltd. 30 0 0 ibility hs Shenzhen Jointly Tianma 1994.09. 1994-09-3 12mo 800.00 800.00 respons Not No Cosmetics Co., 30 0 nths ibility Ltd Total external guarantee amount approved in Total actual external guarantee amount 0.00 0.00 reporting period(A1) approved in reporting period(A2) Total actual balance of external Total external guarantee amount approved at 0.00 guarantee amount approved at the end 8,804.29 the end of reporting period(A3) of reporting period(A4) Guarantee of the Company for its subsidiaries Related Date of Announc happeni ement Comple ng Guarantee Name of the disclosur Guar Actually te (Date Guarantee Guarant for related Company e day and antee guarantee implem of type ee term party (Yes guaranteed No. of limit amount entation signing /No) the or not agreem guarantee ent) amount Shandong Jiahua 1997.09. 1997-0 Jointly 4 8.31 8.31 Not No Economy-Trad 03 9-03 responsibility months ing Co., Ltd. 1996.03. 7,808 1996-0 Jointly 9 Zoria Pte Ltd 7,808.70 Not No 25 .70 3-25 responsibility months Total of guarantee for subsidiaries Total of actual guarantee for subsidiaries in the 0.00 0.00 approved in the Period (B1) Period (B2) Total of guarantee for subsidiaries Total of actual guarantee for subsidiaries at 0.00 7,817.01 approved at Period-end (B3) Period-end (B4) Total of Company’s guarantee(namely total of the large two aforementioned) Total of guarantee approved in the Total of actual guarantee in the Period 0.00 0.00 Period (A1+B1) (A2+B2) Total of guarantee approved at Total of actual guarantee at Period-end Period-end 0.00 16,621.30 (A4+B4) (A3+B3) The proportion of the total amount of actually guarantee in the net assets of the Company(that -9.70% is A4+ B4) Including: Amount of guarantee for shareholders, actual controller and its associated parties(C) 0.00 The debts guarantee amount provided for the guaranteed parties whose assets-liability ratio 16,621.30 exceed 70% directly or indirectly(D) Proportion of total amount of guarantee in net assets of the Company exceed 50%(E) 0.00 Total guarantee amount of the abovementioned guarantees(C+D+E) 16,621.30 Explanations on possibly bearing joint and several liquidating responsibilities for undue N/A guarantees Note: Guangdong Sunrise Group Co., Ltd. was the shareholder of the Company, its equity was auctioned by the court and now it is not the shareholder of the Company. 4. Explanation on the external guarantees of the Company, accumulative total and the current ones, issued 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, here comes the detail explanation: In report period, no guarantee offered to controlling shareholder and its enterprises that violated regulations occurred.,The guarantee provided to controlling shareholder and its enterprises that violated regulations from 1996 to 1999 belongs to events that formed historically. Majority of the guarantee were treated as predicted liability for failure payment ability of most of the secured party. In Apr. of 2011, Shenzhen Medium People’s Court ruled restructure plan of Guangdong Shengrun Group Co., Ltd and it had been fully completed. In accordance with restructure plan, discharge proportion of ordinary creditor's rights was about 30%. Thus the Company correspondingly reduced projected liability concerning Shengrun Company. Concerned amount was RMB 12,875,490.00. After these reduce, projected liability of the Company became RMB 166,212,952.92. (VII) Particulars about the Company’s reception of investigation and interview In accordance with the requirements of Guidance for Fair Information Disclosure for Listed Companies of Shenzhen Stock Exchange, the Company earnestly implements the System of Reception and Popularization. The Company and relevant personnel in charge of information disclosure strictly follow the principle of fair information disclosure. Situation that different treatment policy is not implemented; non-public significant information is not disclosed, revealed or leak out for appointed person. The received Contents discussed and materials Date Place Way parties supplied Phone Jan. -June, Secretary office of Public Progresses of equity division communica 2011 Board shareholders reform tion (VIII) Other significant events 1. Change of actual controller: on Jan. 3 of 2011, Shenzhen Guomin Investment Development Co., Ltd which is controlling shareholder of our major shareholder Shenzhen Guosheng Energy Investment Development Co., Ltd, signed equity transfer agreement, Guomin Investment transferred 100% equity of Guosheng Energy to Mr. Ji Hanfei with price of RMB 70 million. Thus legal representative of Guosheng Energy became Mr. Ji Hanfei instead of Mr. Shang Shijun. This equity transfer belonged to change of actual controller of the Company. In accordance with rules of Administration Method of Purchase of Listed Companies, on Apr. 11 of 2011, we fulfilled disclosure of Report of Detailed Equity Change and Report of Simple Equity Change. 2. Creditor’ right transfer: previous creditor Guangdong Shengrun Group Co., Ltd entrusted Shenzhen Run Eastern Auction Co., Ltd to auction RMB 232,801,657.06 of creditor’s right of the Company during bankruptcy and restructure period. On Dec. 13 of 2010 Shenzhen Dongtaixing Technology Co., Ltd bid the above creditor’ right legally; on Jan. 27 of 2011 Shenzhen Medium People’s Court issued civil ruling letter (2010) SZFMQZZi No. 5-12, confirmed barging of buyer Shenzhen Dongtaixing Technology Co., Ltd over the above creditor’ right of Shengrun Company. This transfer didn’t take impact on finance of the Company presently. 3. Particulars about that the secondary majority creditor applied to Shenzhen Medium People’s Court for bankruptcy and restructure of the Company: the Company received letter from creditor Shenzhen Dongtaixing Technology Co., Ltd (hereinafter referred to as Dongtaixing Company) namely Zhihui and learned: regarding Shenzhen Medium People’s Court on Dec. 28 of 2010 ruled not to accept application from major shareholder Shenzhen Guosheng Energy Investment Development Co., Ltd over bankruptcy and restructure of the Company. As the 2nd largest creditor, Dongtaixing Company had formally submitted document and legally applied to Shenzhen Medium Court for bankruptcy and restructure of Shenzhonghua on Mar. 17 of 2011. Currently, Dongtaixing Company is busy with preparing for relevant hearing procedures. Shenzhen Medium People’s Court required applier to submit materials about agreement with tax department and disposal of tax creditor’s right which both parties accept. Thus there is still uncertainty whether this application can be into restructure procedure. Even though court accepts the case, restructure fails the Company will be faced with bankruptcy and composition. Investors please pay attention to. The board of directors will closely track progress of the case; strictly and timely disclose relevant information. 4. On Jun. 7 of 2011, the Company received Reply to Letter about Applying for Stopping Calculating 2011 Annual Debt Interest of the Company from major shareholder and largest creditor namely Shenzhen Guosheng Energy Investment Development Co., Ltd (hereinafter referred to as Guosheng Energy): Guosheng Energy agreed to dismiss 2011 annual interests on RMB 9,124,638.59 and USD 62,829,259.02 of debts held from the Company. Interests which were stopped to be calculated above won’t be charged again. The stopping-calculation of interests on debts could put a positive impact on sustainable operation of the Company. Stopped-calculated interests amounted to about RMB 24 million. The Company will deal this account in accordance with relevant accounting policy and relevant rules, and include them in capital reserve, which will not affect gains and losses of the Company. Section VII. Financial Report (Attached) Section VIII. Documents Available for Reference (I) Text of Semi-annual Report 2011 carrying the genuine signatures of legal representative (II) Text of financial report carrying the autograph and seals of legal representative, principal in charge of the accounting affairs and principal in charge of the accounting institute; (III) Original texts of all documents and announcement disclosed publicly in the newspapers designated by China Securities Regulatory Commission in the report period; (IV) English version of the 2011 Semi-annual Report. Board of Directors of Shenzhen China Bicycle Company (Holdings) Limited 19 August 2011 Shenzhen China Bicycle Company (Holdings) Limited Semi-Annual Financial Report for Year 2011 (Un-audited) Content Content Pages I. Financial statement Balance Sheet(Consoldiated & Parent Company) 3-7 Profit Statement (Consoldiated & Parent Company) 9-11 Cash Flow Statement (Consoldiated & Parent Company) 12-15 Statement on Changes of Owners’ Equity (Consoldiated & 16-22 Parent Company) II. Notes to financial statement 23-69 Consolidated Balance Sheet 2011-06-30 Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY Items Note Balance at period-end Balance at year-begin Current assets: Monetary funds V. 1 20,298,570.72 17,756,773.58 Settlement provisions - - Capital lent - - Transaction finance asset - - Notes receivable V. 2 1,245,768.00 2,619,699.00 Accounts receivable V. 3 1,052,689.02 1,732,822.98 Accounts paid in advance V. 4 306,607.08 213,423.41 Insurance receivable - - Reinsurance receivables - - Contract reserve of - - reinsurance receivable Interest receivable - - Dividend receivable - - Other receivables V. 5 17,331,037.56 18,085,772.89 Purchase restituted finance - - asset Inventories V. 6 39,518,909.55 21,692,678.29 Non-current asset due within - - one year Other current assets - - Total current assets 79,753,581.93 62,101,170.15 Non-current assets: Granted loans and advances - - Finance asset available for - - sales Held-to-maturity securities - - Long-term account receivable - - Long-term equity investment V. 7 2,619,840.50 2,619,840.50 Investment property V. 8 24,095,741.57 26,434,648.24 Fixed assets: V. 9 18,932,837.05 21,547,992.74 Construction in progress - - Engineering material - - Disposal of fixed asset - - Productive biological asset - - Oil and gas asset - - Intangible assets V. 10 25,022,996.24 25,454,427.26 Expense on Research and - - Development Goodwill - - Long-term expenses to be - - apportioned Deferred income tax asset - - Other non-current asset - - Total non-current asset 70,671,415.36 76,056,908.74 Total assets 150,424,997.29 138,158,078.89 20 Consolidated Balance Sheet (Cont) 2011-06-30 Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY Items Note Balance at period-end Balance at year-begin Current liabilities: Short-term loans V. 12 379,465,125.28 384,217,648.09 Loan from central bank - - Absorbing deposit and interbank - - deposit Capital borrowed - - Transaction financial liabilities - - Notes payable - - Accounts payable V. 13 139,529,336.85 125,628,122.72 Accounts received in advance V. 14 22,595,828.34 16,661,602.20 Selling financial asset of repurchase - - Commission charge and - - commission payable Wage payable V. 15 3,135,206.88 3,802,240.39 Taxes payable V. 16 95,593,997.42 98,218,863.73 Interest payable V. 17 193,470,439.90 213,488,233.36 Dividend payable - - Other accounts payable V. 18 399,061,764.24 165,837,025.40 Reinsurance payables - - Insurance contract reserve - - Security trading of agency - - Security sales of agency - - Non-current liabilities due within 1 463,546,803.89 706,645,180.86 year V. 19 Other current liabilities V. 20 756,912.09 756,162.09 Total current liabilities 1,697,155,414.89 1,715,255,078.84 Non-current liabilities: - - Long-term loans - - Bonds payable - - Long-term account payable - - Special accounts payable - - Projected liabilities V. 21 166,212,952.92 179,088,442.92 Deferred income tax liabilities - - Other non-current liabilities - - Total non-current liabilities 166,212,952.92 179,088,442.92 Total liabilities 1,863,368,367.81 1,894,343,521.76 Shareholders’ equity): Paid-in capital (or share capital) V. 22 551,347,947.00 551,347,947.00 Capital public reserve V. 23 444,161,710.87 427,132,693.91 Less: Inventory shares - - Reasonable reserve - - Surplus public reserve V. 24 32,673,227.01 32,673,227.01 Provision of general risk - - Retained profit V. 25 -2,741,126,255.40 -2,767,339,310.79 Balance difference of foreign - - currency translation Total owners’ equity attributable to -1,712,943,370.52 -1,756,185,442.87 parent company Minority interests - - Total owners’ equity -1,712,943,370.52 -1,756,185,442.87 Total liabilities and owners’ equity 150,424,997.29 138,158,078.89 21 Balance Sheet of Parent Company 2011-06-30 Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY Items Note Balance at period-end Balance at year-begin Current assets: Monetary funds 529,240.47 498,624.71 Transaction finance asset - - Notes receivable - - Accounts receivable XI 1 806,891.48 1,384,353.23 Accounts paid in advance 30,000.00 - Interest receivable - - Dividend receivable - - Other receivables XI 2 32,466,135.44 30,529,810.28 Inventories 14,923,867.44 14,965,196.51 Non-current asset due within one - - year Other current assets - - Total current assets 48,756,134.83 47,377,984.73 Non-current assets: Finance asset available for sales - - Held-to-maturity securities - - Long-term account receivable - - Long-term equity investment XI 3 2,619,840.50 2,619,840.50 Investment property 24,095,741.57 26,434,648.24 Fixed assets: 18,620,821.72 21,221,962.11 Construction in progress - - Engineering material - - Disposal of fixed asset - - Productive biological asset - - Oil and gas asset - - Intangible assets 25,022,996.24 25,454,427.26 Expense on Research and Development - - Goodwill - - Long-term expenses to be apportioned - - Deferred income tax asset - - Other non-current asset - - Total non-current asset 70,359,400.03 75,730,878.11 Total assets 119,115,534.86 123,108,862.84 22 Balance Sheet of Parent Company (Cont) 2011-06-30 Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY Item Note Balance at period-end Balance at year-begin Current liabilities: Short-term loans 327,264,738.26 332,017,261.07 Transaction financial liabilities - - Notes payable - - Accounts payable 148,414,384.41 148,454,726.88 Accounts received in advance 10,664,592.85 10,664,592.85 Wage payable 1,988,775.21 2,372,320.02 Taxes payable 94,823,161.48 95,784,336.55 Interest payable 193,470,439.90 213,488,233.36 Dividend payable - - Other accounts payable 354,975,822.25 120,844,911.76 Non-current liabilities due within one year 463,546,803.89 706,645,180.86 Other current liabilities 726,612.09 726,612.09 Total current liabilities 1,595,875,330.34 1,630,998,175.44 Non-current liabilities: Long-term loans - - Bonds payable - - Long-term account payable - - Special accounts payable - - Projected liabilities 166,212,952.92 179,088,442.92 Deferred income tax liabilities - - Other non-current liabilities - - Total non-current liabilities 166,212,952.92 179,088,442.92 Total liabilities 1,762,088,283.26 1,810,086,618.36 Owners’ equity(Shareholders’ equity): Paid-in capital (or share capital) 551,347,947.00 551,347,947.00 Capital public reserve 444,161,710.87 427,132,693.91 Less: Inventory shares - - Reasonable reserve - - Surplus public reserve 32,673,227.01 32,673,227.01 Provision of general risk - - Retained profit -2,671,155,633.28 -2,698,131,623.44 Total owners’ equity(or -1,642,972,748.40 -1,686,977,755.52 shareholders’equity) Total liabilities and owners’ equity(or 119,115,534.86 123,108,862.84 shareholders’equity) 23 Consolidated Profit Statement January – June 2011 Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY Amount in this Amount in same period Items Note period of last year I. Total operating income 136,537,595.25 120,622,786.14 Including: Operating income V. 26 136,537,595.25 120,622,786.14 Interest income - - Insurance gained - - Commission charge and commission income - - II. Total operating cost 158,126,969.15 173,054,755.95 Including: Operating cost V. 26 126,708,502.29 114,045,625.35 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 V. 27 138,056.15 81,198.29 Sales expenses V. 28 2,712,707.55 3,756,001.70 Administration expenses V. 29 11,100,530.20 11,959,630.53 Financial expenses V. 30 16,845,373.31 43,212,300.08 Losses of devaluation of asset V. 31 621,799.65 - Add: Changing income of fair value(Loss is listed with “-”) - - Investment income (Loss is listed with “-”) - - Including: Investment income on affiliated company and joint venture - - Exchange income (Loss is listed with “-”) - - III. Operating profit (Loss is listed with “-”) -21,589,373.90 -52,431,969.81 Add: Non-operating income V. 32 47,835,399.29 799,162.77 Less: Non-operating expense V. 33 32,970.00 30,680.00 Including: Disposal loss of non-current asset - - IV. Total Profit (Loss is listed with “-”) 26,213,055.39 -51,663,487.04 Less: Income tax expense - - V. Net profit (Net loss is listed with “-”) 26,213,055.39 -51,663,487.04 Net profit attributable to owners of parent company 26,213,055.39 -51,719,360.41 Minority shareholders’ gains and losses - 55,873.37 VI. Earnings per share - - i. Basic earnings per share V. 34 0.0475 -0.0938 ii. Diluted earnings per share V. 34 0.0475 -0.0938 VII. Other consolidated income - - VIII. Total consolidated income 26,213,055.39 -51,663,487.04 Total consolidated income attributable to owners of parent company 26,213,055.39 -51,719,360.41 Total consolidated income attributable to minority shareholders - 55,873.37 24 Profit Statement of Parent Company January – June 2011 Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY Amount in same period of Items Note Amount in this period last year I. Total operating income XI. 4 11,441,090.83 8,026,148.29 Less: operating cost XI. 4 5,023,916.46 5,650,837.29 Operating tax and extras - - Sales expenses - - Administration expenses 9,758,435.28 11,012,931.71 Financial expenses 16,863,378.57 43,238,651.88 Losses of devaluation of asset 621,799.65 - Add: Changing income of fair value(Loss is listed with “-”) - - Investment income (Loss is listed with “-”) - - Including: Investment income on affiliated company and joint venture - - II. Operating profit (Loss is listed with “-”) -20,826,439.13 -51,876,272.59 Add: Non-operating income 47,835,399.29 793,262.77 Less: Non-operating expense 32,970.00 17,000.00 Including: Disposal loss of non-current asset - - III. Total Profit (Loss is listed with “-”) 26,975,990. 16 -51,100,009.82 Less: Income tax expense - - IV. Net profit (Net loss is listed with “-”) 26,975,990. 16 -51,100,009.82 25 Consolidated Cash Flow Statement January – June 2011 Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY Amount in this Amount in same Items Note period period of last year I. Cash flows arising from operating activities: Cash received from selling commodities and 94,619,260.36 providing labor services 80,784,747.61 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 - - Insured savings and net increase of 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 - 254,666.00 Other cash received concerning operating activities V. 35(1) 11,378,309.31 9,731,065.31 Subtotal of cash inflow arising from operating 105,997,569.67 activities 90,770,478.92 Cash paid for purchasing commodities and receiving 83,735,852.88 labor service 63,111,200.56 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 7,774,904.02 9,407,539.21 Taxes paid 4,862,414.75 2,652,249.80 Other cash paid concerning operating activities V. 35(2) 8,310,324.46 9,848,757.41 Subtotal of cash outflow arising from operating activities 104,683,496.11 85,019,746.98 Net cash flows arising from operating activities 1,314,073.56 5,750,731.94 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 1,267,500.00 - Net cash received from disposal of subsidiaries and other units - - Other cash received concerning investing activities - - Subtotal of cash inflow from investing activities 1,267,500.00 - Cash paid for purchasing fixed, intangible and other 39,776.42 long-term assets 2,448,293.60 Cash paid for investment - - Net increase of mortgaged loans - - Net cash received from subsidiaries and other units - - Other cash paid concerning investing activities - - 26 Subtotal of cash outflow from investing activities 39,776.42 2,448,293.60 Net cash flows arising from investing activities 1,227,723.58 -2,448,293.60 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 due to fluctuation in exchange rate - - V. Net increase of cash and cash equivalents 2,541,797.14 3,302,438.34 Add: Balance of cash and cash equivalents at the 17,756,773.58 period -begin 22,232,425.07 VI. Balance of cash and cash equivalents at the period 20,298,570.72 -end 25,534,863.41 27 Cash Flow Statement of Parent Company Januray – June 2011 Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY Amount in this Amount in same Items Note period period of last year I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 5,550.00 - Write-back of tax received - 254,666.00 Other cash received concerning operating activities 11,411,976.29 14,114,777.36 Subtotal of cash inflow arising from operating activities 11,417,526.29 14,369,443.36 Cash paid for purchasing commodities and receiving labor service - - Cash paid to/for staff and workers 926,400.23 826,113.68 Taxes paid 2,301,365.49 1,512,535.65 Other cash paid concerning operating activities 8,145,299.51 9,522,837.40 Subtotal of cash outflow arising from operating activities 11,373,065.23 11,861,486.73 Net cash flows arising from operating activities 44,461.06 2,507,956.63 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 - - Net cash received from disposal of subsidiaries and other units - - Other cash received concerning investing activities - - Subtotal of cash inflow from investing activities - - Cash paid for purchasing fixed, intangible and other long-term assets 13,845.30 2,438,716.25 Cash paid for investment - - Net cash received from subsidiaries and other units - - Other cash paid concerning investing activities - - Subtotal of cash outflow from investing activities 13,845.30 2,438,716.25 Net cash flows arising from investing activities -13,845.30 -2,438,716.25 III. Cash flows arising from financing activities Cash received from absorbing investment - - Cash received from loans - - 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 - - Other cash paid concerning financing activities - - Subtotal of cash outflow from financing activities - - Net cash flows arising from financing activities - - IV. Influence on cash due to fluctuation in exchange rate - - V. Net increase of cash and cash equivalents 30,615.76 69,240.38 Add: Balance of cash and cash equivalents at the period -begin 498,624.71 365,121.06 VI. Balance of cash and cash equivalents at the period -end 529,240.47 434,361.44 28 Consolidated Statement on Changes of Owners' Equity Januray – June 2011 Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY Amount in this report period Owners’ equity attributable to the parent company Items Less: Minority’s Total owners’ Paid-up capital Capital Special Surplus General risk equity equity Treasury Retained profit Other (Share capital) reserves reserve reserve provision Stock I. Balance at the end of the 551,347,947.00 427,132,693.91 32,673,227.01 -2,767,339,310.79 -1,756,185,442.87 last year - - - - - Add: Changes of accounting policy - - - - - - - - - - Error correction of the last period - - - - - - - - - - Others - - - - - - - - - - II. Balance at the beginning 551,347,947.00 427,132,693.91 32,673,227.01 -2,767,339,310.79 -1,756,185,442.87 of this year - - - - - III. Increase/ Decrease in this year (Decrease is listed with - 17,029,016.96 26,213,055.39 43,242,072.35 “-”) - - - - - - (I) Net profit - - - - - - 26,213,055.39 - - 26,213,055.39 (II) Other consolidated - - income - - - - - - - - Subtotal of (I) and (II) - - - - - - 26,213,055.39 - - 26,213,055.39 (III) Owners’ devoted and 17,029,016.96 17,029,016.96 decreased capital - - - - - - - - 1. Owners’ devoted capital - - - - - - - - - - 2. Amount calculated into - owners’ equity paid in shares - - - - - - - - - 3. Others - 17,029,016.96 - - - - - - - 17,029,016.96 (IV) Profit distribution - - - - - - - - - - 1. Withdrawal of surplus reserves - - - - - - - - - - 2. Withdrawal of general risk provisions - - - - - - - - - - 3. Distribution for owners (shareholders) - - - - - - - - - - 4. Others - - - - - - - - - - (V) Carrying forward - - internal owners’ equity - - - - - - - - 29 Amount in this report period Owners’ equity attributable to the parent company Items Less: Minority’s Total owners’ Paid-up capital Capital Special Surplus General risk equity equity Treasury Retained profit Other (Share capital) reserves reserve reserve provision Stock 1. Capital reserves conversed - - to capital (share capital) - - - - - - - - 2. Surplus reserves conversed to capital (share capital) - - - - - - - - - - 3. Remedying loss with surplus reserve - - - - - - - - - - 4. Others - - - - - - - - - - (VI) Reasonable reserve - - - - - - - - - - 1. Withdrawal in the report period - - - - - - - - - - Usage in the report period - - - - - - - - - - (VII) Other - - - - - - - - - - V. Balance at the end of the 551,347,947.00 444,161,710.87 32,673,227.01 -2,741,126,255.40 -1,712,943,370.52 - - - - - Consolidated Statement on Changes of Owners' Equity(Cont) Januray – June 2011 Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY Amount last year Owners’ equity attributable to the parent company Items Paid-up Less: General Minority’s Total owners’ Capital Special Surplus Retained Other equity equity capital (Share Treasury risk reserves reserve reserves profit s capital) Stock provision I. Balance at the end of the last year 479,433,003.00 458,695,975.55 - - 32,673,227.01 - -2,831,816,725.23 - - -1,861,014,519.67 Add: Changes of accounting policy - - - - - - - - - - Error correction of the last period - - - - - - - - - - Others - - - - - - - - - - II. Balance at the 479,433,003.00 458,695,975.55 - - 32,673,227.01 - -2,831,816,725.23 - - -1,861,014,519.67 III. Increase/ Decrease 71,914,944.00 -31,563,281.64 64,477,414.44 104,829,076.80 is listed with “-”) - - - - - - (I) Net profit - - - - - - 64,477,414.44 - - 64,477,414.44 30 Amount last year Owners’ equity attributable to the parent company Items Paid-up Less: General Minority’s Total owners’ Capital Special Surplus Retained Other equity equity capital (Share Treasury risk reserves reserve reserves profit s capital) Stock provision (II) Other consolidated income - - - - - - - - - - Subtotal of (I) and (II) - - - - - - 64,477,414.44 - - 64,477,414.44 (III) Owners’ devoted and 40,351,662.36 40,351,662.36 decreased capital - - - - - - - - 1. Owners’ devoted capital - - - - - - - - - - 2. Amount calculated into - owners’ equity paid in shares - - - - - - - - - 3. Others - 40,351,662.36 - - - - - - - 40,351,662.36 (IV) Profit distribution - - - - - - - - - - 1. Withdrawal of surplus reserves - - - - - - - - - - 2. Withdrawal of general risk provisions - - - - - - - - - - 3. Distribution for owners (shareholders) - - - - - - - - - - 4. Others - - - - - - - - - - (V) Carrying forward internal 71,914,944.00 -71,914,944.00 owners’ equity - - - - - - - - 1. Capital reserves conversed to 71,914,944.00 -71,914,944.00 capital (share capital) - - - - - - - - 2. Surplus reserves conversed to capital (share capital) - - - - - - - - - - 3. Remedying loss with surplus reserve - - - - - - - - - - 4. Others - - - - - - - - - - (VI) Reasonable reserve - - - - - - - - - - 1. Withdrawal in the report period - - - - - - - - - - 2. Usage in the report period - - - - - - - - - - (VII) Other - - - - - - - - - - IV. Balance at the end 551,347,947.00 427,132,693.91 32,673,227.01 -2,767,339,310.79 -1,756,185,442.87 - - - - - 31 Statement on Changes of Owners' Equity of Parent Company Januray – June 2011 Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY Amount in this report period Paid-up Less: Items Capital Specific Surplus General risk Retained Total owners’ capital (Share Treasury reserves reserves provision profit equity reserves Stock capital) I. Balance at the end of the last year 551,347,947.00 427,132,693.91 - - 32,673,227.01 - -2,698,131,623.44 -1,686,977,755.52 Add: Changes of accounting policy - - - - - - - - Error correction of the last period - - - - - - - - Others - - - - - - - - II. Balance at the beginning of this 551,347,947.00 427,132,693.91 32,673,227.01 - -2,698,131,623.44 -1,686,977,755.52 year - - III. Increase/ Decrease in this year - 17,029,016.96 - - - - 26,975,990.16 44,005,007.12 (Decrease is listed with “-”) (I) Net profit - - - - - - 26,975,990.16 26,975,990.16 (II) Other consolidated income - - - - - - - - Subtotal of (I) and (II) - - - - - - 26,975,990.16 26,975,990.16 (III) Owners’ devoted and 17,029,016.96 17,029,016.96 decreased capital - - - - - - 1. Owners’ devoted capital - - - - - - - - 2. Amount calculated into owners’ - equity paid in shares - - - - - - - 3. Others - 17,029,016.96 - - - - - 17,029,016.96 (IV) Profit distribution - - - - - - - - 1. Withdrawal of surplus reserves - - - - - - - - 2. Withdrawal of general risk - - - - - provisions - - - 3. Distribution for owners (shareholders) - - - - - - - - 4. Others - - - - - - - - (V) Carrying forward internal - - owners’ equity - - - - - - 1. Capital reserves conversed to - - - capital (share capital) - - - - - 2. Surplus reserves conversed to - - - - - - - - 32 Amount in this report period Paid-up Less: Items Capital Specific Surplus General risk Retained Total owners’ capital (Share Treasury reserves reserves provision profit equity reserves Stock capital) capital (share capital) 3. Remedying loss with profit surplus - - - - - - - - 4. Others - - - - - - - - (VI) Reasonable reserve - - - - - - - - 1. Withdrawal in the report period - - - - - - - - 2. Usage in the report period - - - - - - - - (VII) Other - - - - - - - - IV. Balance at the end of the report 551,347,947.00 444,161,710.87 32,673,227.01 - -2,671,155,633.28 -1,642,972,748.40 period - - Statement on Changes of Owners' Equity of Parent Company(Cont) Januray – June 2011 Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY Amount last year Less: Items Paid-up capital Capital Specific Surplus General risk Retained Total owners’ Treasury (Share capital) reserves reserves reserves provision profit equity Stock I. Balance at the end of the last year 479,433,003.00 458,695,975.55 - - 32,673,227.01 - -2,764,252,248.12 -1,793,450,042.56 Add: Changes of accounting policy - - - - - - - - Error correction of the last period - - - - - - - - Others - - - - - - - - II. Balance at the beginning of this 479,433,003.00 458,695,975.55 32,673,227.01 - -2,764,252,248.12 -1,793,450,042.56 year - - III. Increase/ Decrease in this year 71,914,944.00 -31,563,281.64 - - - - 66,120,624.68 106,472,287.04 (Decrease is listed with “-”) (I) Net profit - - - - - - 66,120,624.68 66,120,624.68 (II) Other consolidated income - - - - - - - - Subtotal of (I) and (II) - - - - - - 66,120,624.68 66,120,624.68 (III) Owners’ devoted and 40,351,662.36 40,351,662.36 decreased capital - - - - - - 1. Owners’ devoted capital - - - - - - - - 33 Amount last year Less: Items Paid-up capital Capital Specific Surplus General risk Retained Total owners’ Treasury (Share capital) reserves reserves reserves provision profit equity Stock 2. Amount calculated into owners’ - equity paid in shares - - - - - - - 3. Others - 40,351,662.36 - - - - - 40,351,662.36 (IV) Profit distribution - - - - - - - - 1. Withdrawal of surplus reserves - - - - - - - - 2. Withdrawal of general risk - - - - - provisions - - - 3. Distribution for owners (shareholders) - - - - - - - - 4. Others - - - - - - - - (V) Carrying forward internal 71,914,944.00 -71,914,944.00 owners’ equity - - - - - - 1. Capital reserves conversed to 71,914,944.00 -71,914,944.00 - capital (share capital) - - - - - 2. Surplus reserves conversed to - - - - - - - capital (share capital) - 3. Remedying loss with profit surplus - - - - - - - - 4. Others - - - - - - - - (VI) Reasonable reserve - - - - - - - - 1. Withdrawal in the report period - - - - - - - - 2. Usage in the report period - - - - - - - - (VII) Other - - - - - - - - IV. Balance at the end of the report 551,347,947.00 427,132,693.91 32,673,227.01 - -2,698,131,623.44 -1,686,977,755.52 period - - 34 Shenzhen China Bicycle Company (Holding) Limited Notes to Financial Statement For Semi-annual 2011 I. Company Profile 1. Company History According to the Approval Document SFBF (1991) No. 888 issued by the People’s Government of Shenzhen, Shenzhen China Bicycle Company (Holdings) Limited (hereinafter referred to as the Company) was reincorporated as the company limited by shares in November 1991. On 28 December 1991, upon the Approval Document SRYFZ(1991) No. 119 issued by Shenzhen Special Economic Zone Branch of the People’s Bank of China, the Company got listed on Shenzhen Stock Exchange. The Company reserves the business license for the enterprise legal person (QGYSZFZ No.101165) [the registered number has been altered as 440301501122085] with the registered capital of RMB551,347,947.00. 2. Business Scope and Operation The Company belongs to the machinery manufacture industry and mainly engages in the production and assembly of various bicycles and spare parts, components, parts, mechanical product, sport machinery, fine chemicals, carbon fiber composites material, household electrical appliance and affiliated components. (excluding the products within license range) The Company is specialized in making the middle-top rank bicycles, the main brands are EMMELLE and CHIMO, and various electrical bicycles. The majority of its products were previously exported, however, the sales volume sharply declined in recent years because of the antidumping litigation. Hence, the Company commences on the debt reorganization and makes greater efforts to develop and research the new products, and creates a range of electrical bicycles to occupy the domestic market. 3. Approval Issuer and Date for Financial Statement The financial statement was deliberated and approved in the 7th Meeting of the 8th Session of the Board held on 17 August 2011. II. Main Accounting Policy, Accounting Estimate and Prior Errors 1. Compilation Basis of Financial Statement The financial statement has been prepared under the Accounting Standard for Enterprise—Basic issued on 15 February 2006 together with “Item 38”-Details of Accounting Standard, and Application Guide of Accounting Standard for Enterprise issued subsequently, the Accounting Standard for Enterprise—Explanation and other relevant regulations(together short for “Accounting Standard for Enterprise”), and the regulation of Rules of Preparation on Information Disclosures for Enterprise with Shares Listing No. 15- General Provision of Financial Report (Revised 2010) from CSRC. Ended as 30 June 2011, total assets of the Company amounting to RMB 150,424,997.29, the liability were RMB 1,863,368,367.81 in total, net assets amounting to RMB -1,712,943,370.52 which seriously insolvency. Management of the Company adopts the measures listed in Note X.2 carried in this report, along with the continuously development for debt and assets restructuring, the business environment, business status and sustainable ability in business achieved a further improvement, the financial statement for first half year of 2011 prepared based on the sustainable business was appropriated. 2. Announcement for Following the Enterprise Accounting Standards The financial statement complied by the Company pursuant to the foresaid compilation basis truly and fully reflects such related information as financial status as of 30 June 2011, operation achievement and cash flows of the Company for semi-annual 2011. 35 3. Accounting Period The company adopts Gregorian calendar, namely each 1 January to 31 December should be one fiscal year. 4. Standard Book-keeping Currency The Company adopts Renminbi(RMB) as the standard book-keeping currency. 5. Accounting Treatment Method for Business Combinations under the Same Control and not under the Same Control (1) The business combination under the same control: The assets and liabilities that obtains in a business combination shall be measured on the basis of their carrying amount in the combined party on the combining date. As for the balance between the carrying amount of the net assets obtained by the combining party and the carrying amount of the consideration paid by it (or the total par value of the shares issued), the additional paid-in capital shall be adjusted. If the additional paid-in capital is not sufficient to be offset, the retained earnings shall be adjusted. The direct cost for the business combination, including the expenses for audit, assessment and legal services, shall be recorded into the profits and losses at the current period. Where a relationship between a parent company and a subsidiary company is formed due to a business combination, the parent company shall, on the combining date, prepare a consolidated balance sheet, a profit statement and a cash flow statement. If the accounting policy adopted by the combined party is different from that adopted by the combining party, the assets and liabilities of the combined party (parties) shall be measured on the basis of the post-adjustment carrying amount. The consolidated profit statement shall include the incomes, expenses and profits of the combining party incurred from the beginning of the current period to the combining date.The net profits of the combined party which has been realized prior to the combination shall be reflected through an item separately presented in the profit statement. The consolidated cash flow statement shall include the cash flow of the parties to the combination from the beginning of the current period to the combining date. (2) Business Combination Not under the Same Control: The combination costs shall be the fair values, on the acquisition date, of the assets paid, the liabilities incurred or assumed and the equity securities issued by the acquirer in exchange for the control on the acquiree, as well as all relevant direct costs incurred to the acquirer for the business combination shall also be recorded into the cost of business combination. The acquirer shall, on the acquisition date, measure the assets given and liabilities incurred or assumed by an enterprise for a business combination in light of their fair values, and shall record the balances between them and their carrying amounts into the profits and losses at the current period. The acquirer shall recognize the positive balance between the combination costs and the fair value of the identifiable net assets it obtains from the acquiree as goodwill. The acquirer shall reexamine the measurement of the fair values of the identifiable assets, liabilities and contingent liabilities it obtains from the acquiree as well as the combination costs, If, after the reexamination, the combination costs are still less than the fair value of the identifiable net assets it obtains from the acquiree, it shall record the balance into the profits and losses of the current period. Where a relationship between a parent company and a subsidiary company is formed due to a business combination, the parent company shall prepare a combined balance sheet on the acquisition date, which shall present the identifiable assets, liabilities and contingent liabilities acquired in the combination at their fair values. 6. Preparation of the consolidated financial statement (1) A. The scope for the consolidated financial statements shall be confirmed based on the principle of control. The consolidated financial statements shall be compiled based on the financial statements of the Company and all related subsidiaries incorporated into the scope of consolidated financial statements. The long-term equity investment to the subsidiary shall be adjusted according to the equity method, and then all related investments and transaction between the Company and related subsidiaries in the scope of the consolidated financial statement are offset, besides, the 36 minority interest income and rights are consolidated. B. In case of any inconsistency of the accounting policy between the subsidiary and the head office, the accounting policy adopted by the head office shall prevail. C. The consolidation for the subsidiary acquiring from the enterprise acquisition under the same control shall be deemed that such consolidation has been occurred at the early stage of the current period, which assets, liabilities, operation achievement and cash flow shall be incorporated into the consolidated financial statement. D. As for the consolidation under the same control, the net profits and loss suffered by the reorganized party shall be recorded as the on-recurring profit and loss and independently itemized in the financial statements. E, As for the reorganization of non-enterprise consolidation under the same controller, the reference profit statement shall be compiled from the beginning of the consolidation period in case that total assets at the end of previous fiscal year, or the operating income or the total profit of the reorganized party for the previous fiscal year reaches or exceeds 20% of the reorganizing party before the reorganization. F. As for the subsidiary acquiring from the enterprise acquisition not under the same control, it requires adjusting some financial statements based on the fair value of the identified net assets on the acquisition day when compiling the consolidated financial statements. (2) Concerning the equity of same subsidiary buy than sell or sale than buy in successively two fiscal years, relevant accounting treatment should be disclosed. 7. Confirmation Standard for Cash and Cash Equivalent Cash refers to cash on hand and deposits that are available for payment at any time. Cash equivalent refers to short-term (generally refers to cash equivalent ondue within three monthes since purchased day) and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. 8. Foreign Currency Transactions and Foreign Currency Statement Translation A. Foreign currency transactions The occurred foreign currency transactions should be converted into Renminbi with taking spot exchange rate at the transaction date as the exchange rate. The approximate spot exchange rate refers to the exchange rate at the beginning of current month. The Company shall, on the balance sheet date, treat the foreign currency monetary items and foreign currency non-monetary items in accordance with the following provisions: a. The foreign currency monetary items shall be translated at the spot exchange rate on the balance sheet date. The balance of exchange arising from the difference between the spot exchange rate on the balance sheet date and the spot exchange rate at the time of initial recognition or prior to the balance sheet date shall be recorded into the profits and losses at the current period. b. The foreign currency non-monetary items measured at the historical cost shall still be translated at the spot exchange rate on the transaction date, of which the amount of functional currency shall not be changed. c. The foreign currency non-monetary items measured at the fair value shall be translated at the spot exchange rate on the day for the confirmation of the fair value, the balance between the Renminbi and the original standards currency shall be recorded into the profits and losses at the current period as the changes of the fair value. B. Translation of foreign currency financial statements When translating the financial statements on the overseas businesses, the Company shall comply with the following provisions: a. The asset and liability items in the balance sheets shall be translated at a spot exchange rate on the balance sheet date. Among the owner's equity items, except the ones as "undistributed profits", others shall be translated at the spot exchange rate at the time when they are incurred. b. The income and expense items in the profit statements shall be translated at the spot exchange rate of the transaction date, or at a spot exchange rate which is determined through a systematic and 37 reasonable method and is approximate to the spot exchange rate of the transaction date. The balance arisen from the translation of foreign currency financial statements in compliance with the aforesaid Items (a) and (b) shall be presented separately under the owner's equity item of the balance sheets. 9. Financial Instruments A. Classification of the financial assets The financial assets covers the financial assets measured at the fair value and its changes was recorded into the profits and losses at the current period (including the tradable financial assets and its changes recording into the profits and losses at the current period), held-to-maturity investment, loan and account receivables, saleable financial assets. B. Measurement of Financial Assets: a. The financial assets shall be measured at the fair value at the time of initially reorganization. The relevant expenses for the financial assets measured at the fair value and its changes recording into the profits and losses at the current period shall be directly recorded into the profits and losses at the current period; and the relevant expenses for other financial assets shall be recorded into the initially confirmed amount. b. The enterprise made subsequent measurement on its financial assets according to their fair values, and may not deduct the transaction expenses that may occur when it disposes of the said financial asset in the future. However, those under the following circumstances shall be excluded: 1/ The investments held until their maturity, loans and accounts receivable shall be measured on the basis of the post-amortization costs by adopting the actual interest rate method; 2/ The equity instrument investments for which there is no quotation in the active market and whose fair value cannot be measured reliably, and the derivative financial assets which are connected with the said equity instrument and must be settled by delivering the said equity instrument shall be measured on the basis of their costs. C. Confirmation of financial assets’ fair value: a. As for the financial assets for which there is an active market, the quoted prices in the active market shall be used to determine the fair values thereof; b. Where there is no active market for financial assets, the Company adopts value appraisal techniques to determine its fair value. The result obtained by adopting value appraisal techniques shall be able to reflect the transaction prices that may be adopted in fair dealings on the value appraisal day. D. Transfer of financial assets If the Company has transferred all or part of the risks and rewards related to the ownership of the financial asset to the transferee, these financial assets shall be stopped recognizing, where if it retained nearly all of the risks and rewards related to the ownership of the financial asset, it shall not stop recognizing these financial assets. E. Impairment of financial assets: The Company carries out an inspection, on the balance sheet day, on the carrying amount of the financial assets other than those measured at their fair values and of which the variation is recorded into the profits and losses of the current period. Where there is any objective evidence proving that such financial asset has been impaired, an impairment provision shall be made. The objective evidences that can prove the impairment of a financial asset shall include: a. A serious financial difficulty occurs to the issuer or debtor; b. The debtor breaches any of the contractual stipulations, for example, fails to pay or delays the payment of interests or the principal, etc.; c. The Company makes any concession to the debtor which is in financial difficulties due to economic or legal factors, etc.; d. The debtor will probably become bankrupt or carry out other financial reorganizations; 38 e. The financial asset can no longer continue to be traded in the active market due to serious financial difficulties of the issuer; f. Any seriously disadvantageous change has occurred to technical, market, economic or legal environment, etc. wherein the debtor operates its business, which makes the investor of an equity instrument unable to take back its investment; g. It is impossible to identify whether the cash flow of a certain asset within a certain combination of financial assets has decreased or not. But after making an overall appraisal according to the public data available, it is found that the predicted future cash flow of the said combination of financial assets has indeed decreased since it was initially recognized and such decrease can be measured, ; h. Where the fair value of the equity instrument investment drops significantly or not contemporarily; and i. Other objective evidences showing the impairment of the financial asset. F. Measurement of impairment of financial assets a. The impairment test is not required for the financial assets measured at the fair value and its changes recording into the profits and losses of current period; b. Measurement of the impairment of held-to-maturity investment: the impairment provision shall be made according to the balance that the future cash flow shall be lower than the ending book value; c. Confirmation standards and provisions for bad debt of accounts receivables: An impairment test shall be made on the financial assets with significant single amounts. If any objective evidence shows that the accounts receivable has been impaired, the impairment-related losses shall be recognized to prepare the provisions for bad debts according to the balance between the future present value and the book value. With regard to the financial assets with insignificant single amounts, if any objective evidence shows that the accounts receivable suffers no impairment, the account age analysis method shall be adopted, and withdraw and confirm the impairment loss according to the account age and specified ratio; With regard to the financial assets with insignificant single amounts, an independent impairment test may be carried out, or they may be included in a combination of financial assets with similar credit risk features so as to carry out an impairment-related test. As for the account receivable without any impairment, after the independent impairment test, the impairment loss shall be made according to the account age and the ratio as stipulated. d. Judgment of impairment of saleable financial assets: Provided that the fair value of saleable financial asset has great depreciation, or takes into any related factors account, it shows that such depreciation is permanent, it shall be recognized the impairment. 10. Account Receivable (1) Confirmation and Method for Provisions for Bad Debts of Single Significant Amount Standards for the determination on account receivable with single significant amount based on business scale, Determine basis or amount standards for Single business nature and settlement status of the clients: Significant Amount The account receivable over RMB 5 million(including RMB 5 million) at period-end An impairment test shall be made on the financial assets with significant single amounts. The Withdawal method on single significant amount and impairment-related losses shall be recognized to with bad bedt provision accrued for single item prepare the provisions for bad debts according to the balance between the future present value and the book value. (2) Bad debt provision for account receivable withdrawal by combination: Basis for combination determine: characteristic of credit risk Item Accrued method Age group—account receivable with same book age Age analysis method: determined the impairment losses 39 ownes similar characteristic in credit risk and bad debt provision accrued by age and regulated withdrawal proportion of the account receivable Adopt age analysis method for bad debt provision withdrawal in combination: Accrued ratio for account Accrued ratio for other account Age receivable(%) receivable(%) Within one year (one year included) 0.3 0.3 1-2 years 0.3 0.3 2-3 years 0.3 0.3 Over 3 years 100 100 (3) Account receivable with minor single amount but with withdrawal bad debt provision for single item: Reasons of withdrawal bad debt Clearly evidence shows that the account hard to recover provision for single item Withdrawal method for bad debt Recognized impairment loss and accrued the bad debt provision according to provision the balance between future cash flow on account receivable and its book value 11. Inventory (1) Classification of inventory The inventory of the Company refers to such seven classifications as the raw materials, product in process, goods on hand, wrappage, low value consumables, materials for consigned processing and goods sold. (2)Valuing of the delivered inventory The Company adopts the historical cost for obtaining or the planned cost to value the inventory according to its actual situation, and weighted average method for the issued inventory. (3) Confirmation of net realizable value for the inventory and provision for inventory impairment The net realizable value for the inventory refers to, in the course of general operation, the estimated amount with deducting the estimated cost, estimated sales expense and related taxes from the estimated sales price. Provision for inventory impairment: Based on making an overall check of the inventory at the middle and end of the year, the Company measures the whole or partial out-of-dated inventory or the inventory with extremely lower price according to the cost or the net realizable value, whichever is lower; and withdraws the impairment provisions for the single inventory according to the balance between the net realizable value and the cost and recorded into the profits and losses of current period. In addition to the holding purpose and the price and cost fluctuation as of the balance sheet date, the Company shall take into the future event account when confirming the net realizable value. (4)Rake inventory In addition to the periodic inventory system for the products, the Company adopts the perpetual inventory system for other inventories. (5) Amortization method for the low-value consumables and wrappage Low-value consumables: The Company adopts one-off amortization method to amortize the low-value consumables Wrappage: The Company adopts one-off amortization method to amortize the wrappage at the time of receipt. 12. Long-term equity investment Determination of investment cost A. Recognized investment cost by followed for the long-term equity investment fromed by enterprise merger: a.Merger of the units controlled by the same entity is effected through payment in cash, non-cash asset transfer or debt transfer. On the date of the merger, the book value of the equities of the units merged is made the initial investment costs of the long-term equipty investment. The capital surplus is adjusted on the basis of the difference between the initial costs of long-term equity investment, 40 payment in cash, non-cash assets transferred and the debts. In case the capital surplus is not enough for deducting, the retained earnings will be adjusted. In case the units being merged through issuing equity securities, the book value of equity of units being merged is made the initial costs of long-term equity investment on the date of merger. The total face value of the securities issued is regarded as equity capital. The capital surplus is adjusted on the basis of the difference between the initial costs of long-term equity investment and the facel value of the securities issued. In case the capital surplus is not enough for deducting, the retained earnings will be adjusted. b. In case of merger that is not effected under the same controlling entity, the merger costs determined by the following regulations is made the initial investment costs: ①In case the merger is effected through one-time swap, the merger cost is the the assets, debts or equity securities paid by the purchaser on the date of merger. ②In case of a merger effected through a series of transactions, the merger cost is the total of all the separate transactions. ③The related costs incurred by the purchaser for the merger is all charged to the current gains and losses. ④In case the merger contract or agreement have any regulation that may influence the cost of merger in the future, or it is predicted on the purchasing date that the merger costs will definitely be influenced in the future, the influence is charged to the merger costs. B.Beside the long-term equity investment produced by merger, the long-term equity investment produced through other means shall be determined of its initial costs according to the following regulations: a.The initial investment costs of the long-term equity investment produced through payment in cash is determined on the basis of the actual payment for the purchase. The initial investment cost includes the immediately related expenses, taxe or other costs necessary for the long-term equity investment. b.In case of long-term equity investment produced through issuing equity securities, the fair value of the equity securities is initial investment cost. c.In case of input as long-term equity investment by investors, the value agreed upon in the investment contract or agreement is the initial investment cost; but, except the case that the value is not fair in the contract or agreement. d.In case of long-term equity investment produced through commercially-natured non-monetary assets transactions, the fair value of the incoming long-term equipty investment and the related taxes is the initial investment cost. In case of long-term equity investment produced through non-commercially-natured non-monetary assets transactions, the book value of the outgoing assets and the related taxes is the initial investment cost. e. Long-term equity investment obtained through debt reorganization, recognized investment cost based on fair value and relevant taxes. (2)Subsequent reckoning as well as profits and loss determination method A.Costing method is applied for the long-term equity investment in case the company has a control over the invested unit, or, the company cann’t co-control or has no material influence on the unit and there is no quotation on the market or the fair value is reliable. The long-term equipty investment accounted by cost method is priced on the basis of the initial investment cost. When adding or withdrawing the investment, the cost of the long-term equity investment is adjusted. B.Equity method is applied for the case the company can co-control or has material influence on the invested unit. In case the initial investment cost of the long-term equity investment is greater than fair value of the net descinible assets that should be enjoyed from the invested unit at the time of investment, the 41 initial investment cost of the long-term equipty investment is not to be adjusted. In case the initial investment cost of the long-term equity investment is less than fair value of the net descinible assets that should be enjoyed from the invested unit at the time of investment, the difference should be charged to the profits or loss of the term, and at the same time, the cost of long-term equity investment should be adjusted. After the company obtains a long-term equity investment, the investment profits or losses shall be determined, and the book value of the lont-term equity investment shall be adjusted, according to the sharable net profits or losses created at the invested unit. The book value of the long-term equity investment shall be reduced according to the sharable profits or cash interests published by the invested unit. In case the net losses of the invested unit is confirmed by the company, the book value of the long-term equity investment and other long-term interests of the invested company can be reduced not beyond the limit of 0, except the case where the company undertakes additional responsibilities for loos. In case the invested unit reaps profits thereafter. When determining the entitled share of the net profits or loss of the invested unit, the net profits or loss of the invested unit is adjusted on the basis of the fair discernible value of various assets of the invested unit. If the accounting policies and term of the invested unit is not the same as those of the investing unit, those of the investing units prevail, on the basis of which, the financial statements of the invested unit are adjusted and the investment profts or losses are determined. C.For the long-term equity investment, the difference between the book value and actually obtained payment shall be charged to the profits and loss of the term. (3)The basis for the co-control over and material imfluence on the invested unit Co-control refers to a contract-based joint control over a certain ecomomic activity, which is valid only when unanimously agreed upon by the investors with control right to the important financial and operation decisions for the activity. Material influence refers to having right to take part in, but cannot control or co-control, the financial or operation decision making processes in an enterprise. (4)Depreciation test method and depreciation allowance The long-term equity investment shall be checked on the date of the balance sheet to determine if the long-term equity investment has suffered any depreciation. If there is sign of depreciation for worsening operation of the company, then estimates shall be made of the recoverable amount. If the estimate indicates that the recoverable amount for the long-term equity investment is lower than the book value, then the book value is reduced to the recoverable amount, where the reduction amount is charged to asset depreciation loss, the profits or losses of the term, and the corresponding long-term investment depreciation allowance. Once the long-term investment depreciation loss is determined, it will not be transferred back in the subsequent period of time. 13.Investment real estate investment real estate refers to the real properties for the purpose of rental or value increase or both. 1. Investment real estate is measured according to the initial cost. (1) Cost of investment real estae from purchasing, including the price of purchase, relevant taxes and other expenditures attributable to this assets. (2) Cost of investment real estate from self-construction, consist of the necessary expenditures that occurred before the useful statuse that predicted. (3) Cost of investment real estae obtained from other meas, recognized cost according to relevant accounting standards. 2. Follow-up measurement The follow-up expenses that are related to investment real estate, if the economic interests related to the assets are is likely to inflow cost and its costs can be reliably measured, shall be included in the cost of investment real estate; or else, reconkoned into current gains and losses while occurred. 42 The Company adopts cost model to have follow-up measurements on the investment real estate at balance sheet date. 3. Depreciation and impairment provision Found in the “Execution of depreciation and impairment provision for fixed assets” under Note 14 carried in this report. 14.Fixed assets (1) Fixed assets confirmation conditions Fixed assets refer to the tangible assets for production of products, provision of labor, lease or operation, and with a service life in excess of 1 finanical year. The fixed assets shall be evaluated initially at the actual costs. Fixed assets’ related financial benefits shall flow into the enterprise and their value can be measured. (2) Depreciation methods for various fixed assets years of yearly depreciation Categories scrap value rate(%) depreciation(years) rate(%) Housing buildings 20 10 4.5 Machines and equipment 10 10 9 Office equipment 5 10 18 Electronic equipment 5 10 18 Transportation equipment 5 10 18 Other equipment 5 10 18 (3) Depreciation test method and depreciation allowance method for fixed assets It is necessary to judge if the fixed assets have had any depreciation on the date of the balance sheet. If their market value goes down steadily, or technologically old or damaged, or laying idle for long time, the recoverable amount of the fixed assets shall be estimated. If the recoverable amount is lower thant their book value, then the book value of the fixed assets shall be reduced to the recoverable amount. The reduction shall be charged to asset depreciation allowance and the loss and profits of the term. When the depreciation of the fixed assets is confirmed, it will not be transferred back in the subsequent time. (4) Determination and evaluation method for fixed assets financed by leasing If all the risks and remunerations related to a certain fixed asset financed by leasing have been materially transferred, the company will regard it as a case of fixed asset financed by leasing. For the assets financed by leasing, the book value of the assets financed by leasing shall be the fair value of the assets on the date of leasing or the lowest price for leasing, whichever is lower, plus the initial costs of the leasing project. The lowest leasing fees is the book value of the long-term accounts payable, their difference is being regarded as fiancing costs. The unconfirmed financing costs are amortized in the leasing term with the actual interest rate method. The depreciation and depreciation rate shall be determined on the basis of the leasing term and the estimated scrap value. 15. Project under Construction A. Calculation Method of Project under Construction The project under construction includes the preparation before execution, construction engineering, installation work, technical modification work and big repair work during the execution, etc. It can be calculated upon the sub-project according to the expenditure actually incurred and transferred into the fixed asset when the project reaches the scheduled usable status. The borrowing cost (including loan interest, amortization of premium and exchange loss or gain, etc) relevant with the project under construction can be counted into the cost of the engineering before the relevant engineering reaches the scheduled usable status; while it can be counted into the financial expense of the current period after the relevant engineering reaches the scheduled usable status. B. Depreciation Reserves of Project under Construction The project under construction shall be fully inspected on the date of Balance Sheet to judge 43 whether there is depreciation probably incurring on it. If so, (1) the project under construction shall be stopped for a long time and shall not be re-started within three years upon prediction; (2) If the project under construction is out of date in its performance and technology, and the economic benefit has great uncertainty, it can recover its amount upon estimation. According to the calculation result of recoverable amount, if the recoverable amount of the project under construction is lower than the carrying value, then the carrying value of the project under construction shall be decreased to the recoverable amount. The decreased amount is defined as the loss on asset depreciation and counted into the loss or gain of the current period. Meanwhile, corresponding depreciation reserves for the project under construction shall be accrued. The depreciation loss of the project under construction shall not be transferred back during the future accounting year once its confirmation. 16. Borrowing Costs A. The borrowing costs incurred, which can directly belong to the purchase and production of assets in accordance with the capitalization can be capitalized and counted into relevant capital cost; and the other borrowing costs can be counted into the loss or gain of the current period according to the incurred amount. And the borrowing costs can be capitalized if meeting the following conditions: a. The asset expenditure has been incurred, which includes the paid cash used to purchase or produce the assets in accordance with the capitalization conditions, and the expenditure incurred during transferring the non-cash assets or bearing the debt with interest; b. The borrowing costs has been incurred; c. The purchase or production activities have been started, which are necessary to make the assets reach the scheduled usable or vendible status. B. The borrowing costs stop the capitalization when the purchased or produced assets in accordance with the capitalization reach the scheduled usable or vendible status. And the borrowing costs incurred after the assets in accordance with the capitalization conditions reach the scheduled usable or vendible status, are confirmed to be the expenditures according to the incurred amount and counted into the loss or gain of the current period. 17. Intangible Assets (1) The intangible assets refer to the identifiable and non-currency assets without physical form owned or controlled by the enterprise, including the patents and land tenure, etc. (2) The intangible assets are valuated according to the actual costs during the acquirement. (3) The intangible assets, of which the service life has been defined, can be amortized with straight-line method during the period since the usable time, and counted into the loss or gain of the current period; the intangible assets, of which the service life has been not defined, are not amortized. The company shall check the service life and amortization method of the intangible assets at the end of the year. If the service life and amortization are not the same as before, then they shall be changed. (4) Depreciation Reserves of Intangible Assets At the end of the period, check each kind of intangible assets, which can be predicted to bring the future economic benefits to the company, one of the following circumstances shall exist: (1) A certain intangible asset has been replaced by other new technology, which makes the ability to create the economic benefits for the company greatly influenced; (2) The market price of a certain intangible asset greatly decreases at the current period and shall not restore within the residual amortization period upon prediction; (3) A certain intangible asset has surpassed the limit of legal protection, but it remains part of use value. It can recover the amount upon estimation. According to the calculation result of recoverable amount, if the recoverable amount is lower than the carrying value, then the carrying value of intangible asset shall be decreased to the recoverable amount. The decreased amount is defined as the loss on asset depreciation and counted into the loss or gain of the current period. Meanwhile, corresponding depreciation reserves shall be accrued; (4) For a certain intangible asset, which has incurred the depreciation reserves upon enough evidence, and if the recoverable amount is lower than the carrying value upon estimation, the balance between them 44 shall be accrued for depreciation reserves of intangible assets. The depreciation loss of intangible assets shall not be transferred back during the future accounting year once its confirmation. 18. Long-term Expenses to be Amortized A. Long-term expenses to be amortized refer to the various expenses with the allocated time limit for the current period and future each period over one year. B. Long-term expenses to be amortized are valuated according to the actual cost during the acquirement. The promotion expense is counted into the loss or gain of the current period when the incurrence; the decoration expense of the operating leased fixed assets is amortized on average during the lease period; and other long-term deferred expenses are amortized on average during the profitable period. For the long-term deferred expenses which cannot bring predicated economic benefits during the accounting period, the company shall transfer the all amortized values without amortization into the loss or gain of the current period. 19. Estimated Liabilities A. The duty or the duty relevant with the matter shall be confirmed as the estimated liability, complying with the following conditions: the duty is the current duty assumed by the company; the performance of the duty may cause the economic benefit flows out of the enterprise; the amount of the duty can be reliably counted; B. For all or part expenditures required for the payment of the estimated liabilities, which are expected to be compensated by the third party, and when the compensation amount can be received only once it is basically defined, then the asset can be singly confirmed. Meanwhile, the compensation amount confirmed for the asset through the single calculation shall not surpass the corresponding carrying amount. 20. Revenue A. Revenue of commodity sales The enterprise has transferred the main risk and remuneration on the ownership of the commodities to the buyer; the enterprise doesn’t reserve the continuous management right in connection with the ownership and executes effective control on the sold commodities. The revenue amount can be reliably counted; relevant economic interest may flow out of the enterprise; and the relevant incurred cost or cost to be incurred can be reliably counted. B. Revenue from labor service For the labor service which starts and ends within the same accounting year, the revenue shall be confirmed when it ends; if the labor service which starts and ends not in the same accounting year, the relevant revenue shall be confirmed according to the percentage of the completion under the condition that the result to provide labor trade can be reliably estimated. C. Revenue from abalienating the right to use assets The revenue from abalienating the right to use assets includes interest revenue and operating cost revenue. The former is calculated and defined according to the time when others use the monetary fund of the company and the actual interest rate; while the latter is calculated and defined according to the charging time and method negotiated according to the relevant contract or agreement. 21. Government Grants Government grants include financial allocation, financial discount, tax rebate and free assignment of non-currency assets. The government grants received by the company and relevant with the assets are confirmed as the deferred income, which is counted into the loss or gain of each period within the service life of the asset since it reaches the scheduled usable stats. And the deferred income balance shall be transferred into the loss or gain of asset disposal of the current period if it is sold, transferred, rejected or destroyed before the service life ends. The government grants received relevant with the income and used to compensate the relevant cost or loss afterwards are confirmed as the deferred income, which shall be counted into the loss or gain of the current period when 45 confirming the relevant costs; and those used to compensate the incurred relevant cost or loss shall be directly counted into the loss or gain of the current period. 22. Deferred tax assets / deferred income tax liabilities A.The confirmation of deferred income tax assets a.Our company is likely to take the deductible temporary differences taxable income used to be deducted as the limit, confirming the deferred tax asset is produced by the deductible temporary differences. However, when the transactions possess the following characteristics at the same time, the deferred tax asset produced due to the initial confirmation of assets or liabilities are not confirmed: 1/ the transaction is not a corporate combination; 2/ Transactions affect neither the accounting profit nor taxable income (or deductible loss). b.Our company , subsidiaries , affiliated companies and joint venture companies invest the related deductible temporary differences, while meeting the following conditions, confirming the corresponding deferred income tax assets: 1/ the temporary differences in the foreseeable future is likely to be reversed; 2/ the taxable income used for deductible temporary differences is likely to be gained in the future. c.Our company offsets the deductible losses and tax credits which can be carried forward for future years, taking the future taxable income which can be used to deduct the deductible losses and tax credits as the limit, and confirming the corresponding deferred income tax assets. B.The confirmation of deferred income tax liabilities Besides the following deferred income tax liabilities, our company confirms all deferred income tax liabilities produced by the taxable temporary differences: a.The initial confirmation of creditworthiness; b.The assets or liabilities which meets the following characteristics of the transactions generated is confirmed: 1/ the transaction is not a corporate combination; 2/ Transactions affect neither the accounting profit nor taxable income (or deductible loss). c.Our company , subsidiaries , affiliated companies and joint venture companies invest the related deductible temporary differences, while meeting the following conditions: 1/ Investment companies can control the timing of the reversal of temporary differences; 2/ the temporary differences is unlikely to be reversed in the foreseeable future. 23.the main accounting policies, changes of accounting estimates No changes on accounting policies and estimation in the period. 24. prior period correction of accounting errors No accounting error correction is available during the period of this report 25. Other preparation method on main accounting policies, accounting estimation and fiannial statement No other preparation for a accounting policies, accounting estimation and fiannial statement of the Company. III. Taxes 1. Mai tax category and tax rate Tax category Tax calculation evidence Tax rate Sales income, and income from processing, Value added tax maintenance, making repairs and supplying 17% replacements, and labor service Sales tax Taxable labor income 5% tax for maintaining and Payable amount of value-added tax, 7% 46 building cities consumption tax and business tax Payable amount of value-added tax, Educational surtax 3%, 5% consumption tax and business tax Business income tax * Taxable income 24% *According to the Notification on Implementing Transitional Preferable Policy about Business Income Tax [GF (2007) No. 39] issued by the State Council on Dec. 26, 2007, the preferential policy about business income tax enjoyed by enterprises according to original tax laws, administrative rules, and documents with effect of administrative force shall be transited according to the following measures: Since Jan. 1, 2008, original enterprises enjoying low tax preferential policy shall be gradually transited to legal tax rate within 5 years after the execution of new tax law. Where, enterprises enjoying business income tax 15% shall execute the tax rate 18%, 20%, 22%, 24%, and 25% respectively in 2008, 2009, 2010, 2011, and 2012. Therefore, the business income tax executed by the enterprise in 2010 was actually 24%. 47 IV. Business Combination and Consolidated Financial Statements 1. Subsidiaries (1) Subsidiaries obtained by means of establishment or investment, etc. Unit: RMB Balance after that the loss of current Balance of Amount for period shared by other items offsetting the minor shareholders actually Consolidated gain and loss of and offset with Actual amount proportion Proportion Minor Registration Business Registered forming the report minor parent company Full name Type Business scope subscribed at the of shares of voting shareholders’ place nature capital net statement or shareholders in owner’s equity end of period held power equity investment in not the minor exceeds the shares the shareholders’ owned by minor subsidiaries equity shareholders in the subsidiary at the beginning of period Shenzhen Anjule Realty Wholly-owned RMB 2 Self-owned RMB2,000,00.00 - 100% 100% Yes - - - Shenzhen property Management subsidiary million realty Co., Ltd. management China Bicycle Wholly-owned Hong Kong Bicycle HK$ 0.02 Trade and HKD20,000.00 - 100% 100% Yes - - - (International) subsidiary million manufacturing Co., HK$ 5 China Bicycle Bicycle and Controlling Hong Kong Bicycle HKD5,000,000.00 - 99% 99% Yes - - - (Hong Kong) parts subsidiary million Co., Ltd. distribution Shenzhen Bicycle and Emmelle Controlling Shenzhen Bicycle RMB 2 RMB1,400,000.00 - 70% 70% Yes - parts Industry Co., subsidiary million distribution Ltd. (2) The Company has no subsidiary obtained from combination with enterprises under the same control. (3)The Company has no subsidiary obtained from combination with enterprises not under the same control. 48 2. No business entity of control right formed by special purpose subject or by means of trusted business or leasing etc. 3. No changes in the consolidation scope in the period. 4. No enterprise mergered under same control occurred in the period. 5. No enterprise mergered under different control occurred in the period. 6. No subsidiary losses in period by means of equity for sale without contol rights held. 7. No reverse purchase occurred in the period. 8. No obsorbtion emerger occurred in the period. V. Notes to Items in Consolidated Financial Statements 1. Monetary fund Unit: RMB Currency: CNY Items Amount at the end of period Amount at the beginning of period Amount in Amount in Conversion Amount in Conversion Amount in foreign foreign rate RMB rate RMB currencies currencies Cash: RMB 122,127.48 1.00 122,127.48 164,956.42 1.00 164,956.42 HK Dollar 1,894.30 - 1,773.76 1,894.30 - 1,773.76 US Dollar 1.25 - 9.13 1.25 - 9.13 Subtotal - - 123,910.37 - - 166,739.31 Bank deposit: RMB 19,195,442.27 1.00 19,195,961.38 16,611,335.30 1.00 16,611,335.30 HK Dollar 773,490.97 0.85 658,186.67 773,490.97 0.85 658,186.67 US Dollar 46,927.13 6.83 320,512.30 46,927.13 6.83 320,512.30 Subtotal 20,174,660.34 17,590,034.27 Total 20,298,570.72 17,756,773.58 2. Notes receivable (1) Classification of notes receivable Unit: RMB Currency: CNY Category Amount at the end of period Amount at the beginning of period Bank acceptance 1,245,768.00 2,619,699.00 (2) Notes receivable without hypothecation of the Company at the end of period (3) No notes transferred from account receivable due to failue performance of issuer at end of this period. 3. Accounts receivable (1) Exposure of accounts receivable by category: Unit: RMB Currency: CNY Amount at the end of period Book balance Bad debt provision Category Proporti Proportion( Amount Amount on(%) %) Account receivable with single major amount but withdrawal bed debt provisio for single - - - - item Account receivable withdrawal bad debt 1,038,104,507. 1,037,051,818. 100.00 99.90 provision by age combination 49 47 Account receivable with single minor amount but withdrawal bed debt provisio for single - - - - item 1,038,104,507. 1,037,051,818. Total 100.00 99.90 49 47 49 Unit: RMB Currency: CNY Amount at the beginning of period Book balance Bad debt provision Category Proporti Proporti Amount Amount on(%) on(%) Account receivable with single major amount and withdrawal bed debt provisio for single - - - - item Account receivable withdrawal bad debt 1,038,181,894.70 100.00 1,036,449,071.72 99.83 provision by age combination Account receivable with single minor amount but withdrawal bed debt provisio for single - - - - item Total 1,038,181,894.70 100.00 1,036,449,071.72 99.83 Interpretation to the category of accounts receivable: According to the business scale, business nature, and customers’ settlement, etc., the account receivable with single big amount is determined to be RMB 5 million. And the reserve for bad and doubtful account is withdrawn with age analysis method. (2) In combination, account receivable withdrawal bed debt procision by age analysis method: Unit: RMB Currency: CNY Amount at period-end Amount at period-begin Book balance Book balance Age Bad debt Bad debt Ratio(% Amount Ratio(%) provision Amount provision ) Within 957,644.96 0.09 2,872.93 1,035,032.17 0.10 - 1year 1-2 years 98,211.62 0.01 294.63 98,211.62 0.01 - 1,037,048,650. 1,037,048,650.9 1,036,449,071. Over 3years 99.90 1,037,048,650.91 99.89 91 1 72 1,038,104,507. 1,037,051,818.4 1,036,449,071. Total 100.00 1,038,181,894.70 100.00 49 7 72 (3) No account receivable actually cancelled after verification in the report period. (4) The accounts receivable at the end of the report period don’t involve with the shareholder units hodling over 5% (including 5%) voting power of the Company. (5) Top 5 units with an amount of account receivable: Unit: RMB Currency: CNY Relationship Proportion among the total Name with the Amount Period accounts receivable (%) company Non-related Over 3 Client 1 174,219,907.69 16.78 party years Non-related Over 3 Client 2 140,887,132.85 13.57 party years Non-related Over 3 Client 3 97,930,571.16 9.43 party years Non-related Over 3 Client 4 69,887,060.40 6.73 party years Non-related Over 3 Client 5 52,406,319.69 5.05 party years Total of top 5 clients of 535,330,991.79 51.57 50 accounts receivable (6) No account receivable involving with affiliated parties in the report period. (7) No account receivable with confirmation terminated at the end of the report period. 4. Account paid in advance (1) Listing of account paid in advance by age Unit: RMB Currency: CNY Amount at the end of period Amount at the beginning of period Age Amount Proportion(%) Amount Proportion(%) Within 1 year 116,730.67 38.08 23,547.00 11.03 1-2 years 75,961.88 24.77 75,961.88 35.59 2-3 years 113,914.53 37.15 113,914.53 53.38 Total 306,607.08 100.00 213,423.41 100.00 (2) The account paid in advance in the report period doesn’t involve with the shareholder units hodling over 5% (including 5%) voting power of the Company. 5. Other accounts receivable (1) Exposure of other accounts receivable by category: Unit: RMB Currency: CNY Amount at the end of period Book balance Bad debt provision Category Proporti Proporti Amount Amount on(%) on(%) Other account receivable with single major amount - - and withdrawal bed debt provisio for single item - - Other account receivable withdrawal bad debt provision by age combination 557,801,600.63 100.00 540,470,563.07 96.89 Other account receivable with single minor amount - - but withdrawal bed debt provisio for single item - - Total 557,801,600.63 100.00% 540,470,563.07 96.89 Amount at the beginning of period Book balance Bad debt provision Category Amount Proporti Amount Proporti on(%) on(%) Other account receivable with single major amount and withdrawal bed debt provisio for single item - - - - Other account receivable withdrawal bad debt provision by age combination 558,537,283.06 100.00 540,451,510.17 96.76 Other account receivable with single minor amount - - but withdrawal bed debt provisio for single item - - Total 558,537,283.06 100.00% 540,451,510.17 96.76 Interpretation to the category of other accounts receivable: According to the business scale, business nature, and customers’ settlement, etc., the other account receivable with single big amount is determined to be RMB 5 million. And the reserve for bad and doubtful account is withdrawn with age analysis method. (2) In combination, other account receivable withdrawal bed debt procision by age analysis method: 51 Unit: RMB Currency: CNY Amount at period-end Amount at period-begin Age Book balance Bad debt Book balance Bad debt Amount Proportion(%) provision Amount Proportion(%) provision Within 1year 3,973,960.04 0.71 11,921.88 4,709,642.47 0.84 6,375.74 1-2years 4,545,244.91 0.81 13,635.73 4,545,244.91 0.81 135.73 2-3years 2,258.00 - 6.77 2,258.00 - - Over 3years 549,280,137.68 98.48 540,444,998.69 549,280,137.68 98.35 540,444,998.69 Total 557,801,600.63 100.00 540,470,563.07 558,537,283.06 100.00 540,451,510.17 (3) No other account receivable actually cancelled after verification in the report period. (4) The other accounts receivable at the end of the report period don’t involve with the shareholder units hodling over 5% (including 5%) voting power of the Company. (5) Top 5 units with an amount of other account receivable: Unit: RMB Currency: CNY Proportion among Relationship the total other Name with the Amount Period accounts receivable company (%) Non-related Over 3 Client 1 party 220,038,935.10 years 39.45 Non-related Over 3 Client 2 party 60,359,041.39 years 10.82 Non-related Over 3 Client 3 party 30,059,193.03 years 5.39 Non-related Over 3 Client 4 party 26,012,462.08 years 4.66 Non-related Over 3 Client 5 party 20,531,780.08 years 3.68 Total of top 5 clients of other accounts receivable 357,001,411.68 64.00 (6)No other account receivable involving with affiliated parties in the report period. (7)No other account receivable with confirmation terminated at the end of the report period. 6. Inventory (1) Inventory classification Unit: RMB Currency: CNY Amount at the end of period Amount at the beginning of period Items Book balance Depreciation Book value Book balance Depreciation Book value reserve reserve Raw materials 54,845,278.28 43,902,968.40 10,942,309.88 54,845,278.28 43,902,968.40 10,942,309.88 Low value and easily wornoyut articles 1,456,362.06 1,152,485.26 303,876.80 1,456,362.06 1,152,485.26 303,876.80 Merchandise inventory 44,265,965.55 15,993,242.68 28,272,722.87 26,448,790.52 16,002,298.91 10,446,491.61 Total 100,567,605.89 61,048,696.34 39,518,909.55 82,750,430.86 61,057,752.57 21,692,678.29 (2) Inventory depreciation reserve 52 Unit: RMB Currency: CNY Amount Decrease in the current period Inventory Opening book Closing book withdrawn in the category balance Carry-back Trans-sale balance current period 43,902,968.40 43,902,968.40 Raw materials - - - Low value and 1,152,485.26 1,152,485.26 easily wornoyut articles - - - Merchandise 16,002,298.91 15,993,242.68 inventory - - 9,056.23 Total 61,057,752.57 - - 9,056.23 61,048,696.34 (3) Inventory depreciation reserve Evidence for withdrawal Reason for carry-back of Proportion of carry-back amount in the Items of inventory inventory depreciation current period among the closing depreciation reserve reserve in the current period balance of the inventory Raw materials Net realizable value is - - below the cost. Merchandise Net realizable value is - - inventory below the cost. Low value and - - Net realizable value is easily wornoyut below the cost. articles A. Evidence for determing the net realizable value of the abovementioned inventory: raw materials execute the average unit price of such materials purchased; the materials to be reported discarded after quality guarantee period, out-of-dated, and not suitable for transformation, etc. execut the recoverable amount; finished products execute the recent unit sales price of such products minus the direct expense and taxes possibly required for realization. B. The trans-sale of merchandise inventory in the current period is for that the abovementioned merchandise has been sold. 53 7. Long-term equity investment Unit: RMB Currency: CNY Interpretation to depreciation Proportion Proportion discrepancy reserve Cash Initial Increase of shares of voting between the depreciation Invested Accounting Opening Closing withdrawn dividend investment or held in power in proportion of reserve at the unit method balance balance at the for this cost decrease invested invested shares and end of period current period units (%) units (%) voting power period in invested units Hunan Guangnan 5,679,300.00 5,679,300.00 - 5,679,300.00 5.50 5.50 - 5,679,300.00 - - Motorcycle Cost Co., Ltd. method Shenzhen Jinhuan 14,883,560.00 14,883,560.00 - 14,883,560.00 38.00 38.00 - 12,263,719.50 - - Printing Equity Co., Ltd. method 20,562,860.00 20,562,860.00 - 20,562,860.00 - - - 17,943,019.50 - - Total The industrial and commercial registration information of Shenzhen Jinhuan Printing Co., Ltd. has been cancelled as displayed. Hong Kong Dahuan Bicycle Co., Ltd., one of the original shareholders of the company, holds the company’s shares under our entrustment, and the actual holder is our company. 54 8. Investment real estate Unit: RMB Currency: CNY Opening book Increase in the Decrease in the Closing book Items balance current period current period balance I. Total original book value 129,872,063.32 - - 129,872,063.32 1. Houses and buildings 129,872,063.32 - - 129,872,063.32 2. Land use right - - - - II. Total accumulated depreciation and accumulated amortization 103,437,415.08 2,338,906.67 - 105,776,321.75 1. Houses and buildings 103,437,415.08 2,338,906.67 - 105,776,321.75 2. Land use right - - - - III. Total net book value of investment real estate 26,434,648.24 - - 24,095,741.57 1. Houses and buildings 26,434,648.24 - - 24,095,741.57 2. Land use right - - - - IV. Total depreciation reserve of investment real estate - - - - 1. Houses and buildings - - - - 2. Land use right - - - - V. Total book value of investment real estate 26,434,648.24 - - 24,095,741.57 1. Houses and buildings 26,434,648.24 - - 24,095,741.57 2. Land use right - - - - (1) The depreciation amount actually accrued in the period amounting to RMB 2,338,906.67. (2) The limit of the ownership for abovementioned investment real estate found in Note9, (6) of “Fixed Assets”. 9. Fixed assets (1) Fixed assets Unit: RMB Currency: CNY Opening book Decrease in the Closing book Items Increase in the current period balance current period balance I. Total original book value 116,647,611.13 36,644.42 - 116,684,255.55 Where: Houses and 109,055,011.26 109,055,011.26 buildings - - Machinery and equipment 4,242,098.00 - - 4,242,098.00 Means of transport 923,478.06 - - 923,478.06 Other equipment 2,427,023.81 36,644.42 - 2,463,668.23 Accrued this Newly added period II. Total accumulated - 95,359,744.27 92,707,944.16 2,651,800.11 depreciation - Where: Houses and 91,971,100.91 89,636,132.88 2,334,968.03 buildings - - Machinery and equipment 621,162.98 - 164,344.64 - 785,507.62 Means of transport 688,922.72 - 22,651.02 - 711,573.74 Other equipment 1,761,725.58 - 129,836.42 - 1,891,562.00 III. Total net book value of 23,939,666.97 - - 21,324,511.28 55 fixed assets Where: Houses and 19,418,878.38 - 17,083,910.35 buildings - Machinery and equipment 3,620,935.02 - - 3,456,590.38 Means of transport 234,555.34 - - 211,904.32 Other equipment 665,298.23 - - 572,106.23 IV. Total depreciation 2,391,674.23 - - 2,391,674.23 reserve Where: Houses and 1,580,000.00 - 1,580,000.00 buildings - Machinery and equipment 426,800.00 - - 426,800.00 Means of transport - - - - Other equipment 384,874.23 - - 384,874.23 V. Total book value of fixed 21,547,992.74 - 18,932,837.05 assets - Where: Houses and 17,838,878.38 - 15,503,910.35 buildings - Machinery and equipment 3,194,135.02 - - 3,029,790.38 Means of transport 234,555.34 - - 211,904.32 Other equipment 280,424.00 - - 187,232.00 Depreciation amount in this period was RMB 2,651,800.11. (2) Fixed assets left idle temporarily at the end of period Unit: RMB Currency: CNY Original book Accumulated Depreciation Items Net book value Remark value depreciation reserve Houses and 34,505,947.26 28,855,598.40 - 5,650,348.86 - buildings Machinery and 252,098.00 145,307.33 - 106,790.67 - equipment 34,758,045.26 29,000,905.73 - 5,757,139.53 Total (3) No fixed assets rent by means of financing lease at the end of period. (4) No fixed assets held for sale at the end of period. (5) No fixed assets without handling certificate of title at the end of period. Among the Company’s houses and buildings, except for Zhonghua Garden (originally worthy of RMB 7,226,043.16) with certificate of title handled, others have not had the ownership certificate handled. Details are: Reason for failing to Estimated time for handling the Items handle the certificate of certificate of title title Employees’ dining hall (building 10 in Formalities not Unpredictable Shuibei Factory Area) completed Ice room of dining hall (building 11 in Formalities not Unpredictable Shuibei Factory Area) completed Employees’ residence (1)(building 8 in Formalities not Unpredictable Shuibei Factory Area) completed Employees’ residence (2) (building 9 in Formalities not Unpredictable Shuibei Factory Area) completed Employees’ residence (3) (building 14 in Formalities not Unpredictable Shuibei Factory Area) completed Employees’ residence (4) (building 19 in Beili Formalities not Unpredictable Garden) completed 56 Reason for failing to Estimated time for handling the Items handle the certificate of certificate of title title Formalities not Factory building 1 Unpredictable completed Formalities not Factory building 2 Unpredictable completed Formalities not Factory building 3 Unpredictable completed Formalities not Factory building 4 Unpredictable completed Formalities not Factory building 5 Unpredictable completed Formalities not Administration building Unpredictable completed Formalities not Complex building Unpredictable completed Formalities not Residence building 1 Unpredictable completed Formalities not Residence building 2 Unpredictable completed Formalities not Residence building 3 Unpredictable completed Formalities not Residence building 4 Unpredictable completed Formalities not Residence building 5 Unpredictable completed 7 Guang’ancheng, West Section, Guohuo Formalities not Unpredictable Road, Taijiang District, Fuzhou completed No. 2, A, 54 Liuquan Road, Zhangdian Formalities not Unpredictable District, Zibo completed Saige Garden, Huaqiang South Road, Formalities not Unpredictable Shenzhen completed (6) Assets with limited ownership 1) The Company has provided guarantee for the subsidiary Hong Kong Zhonghua for the loan of USD7.5 million from China Merchants Bank. Hong Kong Zhonghua failed to pay the debt on schedule, and China Merchants Bank brought a suit against the subsidiary to Shenzhen Intermediate People’s Court. This court sealed up the Company’s 127,333 m2 land located at Yousong Village, Longhua Town, Bao’an District and buildings on the land. 2) The Company owed the imprest money for L/C US$500,000 and related interest, and was sued to Shenzhen Luohu People’s Court. The court plans to auction the Company’s real estate at Saige Garden, Huaqiang South Road, Shenzhen for repayment of debt. (7) Other explaination 1) Property right of #2, 54-A, Liuquan Rd. Zhangdian District, Zibo City, Shandong Province still in process of ownership transfer, transferring amount of 1,267,500.00 yuan has been received dated 21st June 2011. This property is not been verified due to uncompleted procedures. 10. Intangible assets (1) Intangible assets Items Opening book Increase in the Decrease in the Closing book balance current period current period balance I. Original book valueTotal 43,143,099.08 - - 43,143,099.08 Land use right 43,143,099.08 - - 43,143,099.08 II. Total accumulated - amortization 17,688,671.82 431,431.02 18,120,102.84 Land use right 17,688,671.82 431,431.02 - 18,120,102.84 III. Total net book value of 25,454,427.26 - - 25,022,996.24 57 Items Opening book Increase in the Decrease in the Closing book balance current period current period balance intangible assets Land use right 25,454,427.26 - - 25,022,996.24 IV. Total depreciation reserve - - - - Land use right - - - - Total book value of intangible - - assets 25,454,427.26 25,022,996.24 Land use right 25,454,427.26 - - 25,022,996.24 1) The land use right is the 127,333m2 land located at Yousong Village, Longhua Town, Baoan District, and the service life is from July 1, 1990 to June 30, 2040. The limitation on the ownership is as shown in the annotation 9, (6) of “Fixed Assets”. 2) Amount amortized in the current period is RMB 431,431.0. 11. Details of asset depreciation reserve Unit: RMB Currency: CNY Increase Decrease in the current Opening book in the period Closing book Items balance current Carry-bac Trans-sale balance period k I. Reserve for bad and doubtful 1,576,900,581. 621,799.6 1,577,522,381. account 89 5 - - 54 II. Inventory depreciation reserve 61,057,752.57 - - 9,056.23 61,048,696.34 III. Depreciation reserve of - - - - - salable financial assets IV. Depreciation reserve of - - - - - held-to-maturity investment V. Depreciation reserve of - - - long-term equity investment 17,943,019.50 17,943,019.50 VI. Depreciation reserve of - - - investment real estate - - VII. Depreciation reserve of fixed - - - assets 2,391,674.23 2,391,674.23 VIII. Depreciation reserve of - - - - - engineering materials IX. Depreciation reserve of - - - - - engineering under construction X. Depreciation reserve of - - - - - productive biological assets Where:Depreciation reserve of - - - - - mature productive biological assets XI. Depreciation reserve of - - - - - oil-gas assets XII. Depreciation reserve of - - - - - intangible assets XIII. Depreciation reserve of - - - - - business credit XIV. Others - - - - - 1,658,293,028. 621,799.6 1,658,905,771. Total 19 5 - 9,056.23 61 The trans-sale amount for depreciation provision of inventory resulted by the sales realized. 12. Short-term loan (1) Classification of short-term loan: Unit: RMB Currency: CNY 58 Items Amount at the end of period Amount at the beginning of period Loan on security 242,362,170.40 243,928,066.33 Credit loan 137,102,954.88 140,289,581.76 Total 379,465,125.28 384,217,648.09 (2) Short-term loan at term but not repaid: Unit: RMB Currency: CNY Reason for not Estimated date Borrower Amount Purpose repayment of repayment Loan for China Import and Export Bank of production Capital shortage Unpredictable China 114,558,000.00 turnover Loan for China Cinda Assets Management production Capital shortage Unpredictable Company 58,230,409.75 turnover Loan for Head Office of China Merchants production Capital shortage Unpredictable Bank 52,200,387.02 turnover Loan for Dongfu Assets Management production Capital shortage Unpredictable Company 47,438,994.97 turnover Loan for Oriental Assets Management production Capital shortage Unpredictable Company 43,510,960.00 turnover Loan for Huizhou Oriental United production Capital shortage Unpredictable Industry Co., Ltd. 35,414,763.63 turnover Loan for China Merchants Bank, Luohu production Capital shortage Unpredictable Subbranch 17,449,198.85 turnover Loan for production Capital shortage Unpredictable China Everbright Bank 10,042,411.06 turnover Loan for China Construction Bank, production Capital shortage Unpredictable Sichuan Mianyang Subbranch 620,000.00 turnover Total 379,465,125.28 The abovementioned loans have been over due for many years. 13. Accounts payable Unit: RMB Currency: CNY Items Amount at the end of period Amount at the beginning of period Within 1 year 26,802,644.15 12,901,430.02 1-2 years 163,405.06 163,405.06 2-3 years 122,501.80 122,501.80 Over 3 years 112,440,785.84 112,440,785.84 Total 139,529,336.85 125,628,122.72 (1) Accounts payable of over one year are mainly because that the Company is insolvent and has delayed the replayment for many years. (2)The accounts payable in the report period don’t involve with the shareholder units hodling over 5% (including 5%) voting power of the Company. 14. Account received in advance Unit: RMB Currency: CNY Items Amount at the end of period Amount at the beginning of period 59 Within 1 year 11,844,275.13 5,910,048.99 1-2 years 86,960.36 86,960.36 2-3 years - - Over 3 years 10,664,592.85 10,664,592.85 Total 22,595,828.34 16,661,602.20 (1) Big-amount items received in advance with an age of over 1 year are mainly formed accumulatively in historical business communication. (2) The items received in advance in the report period don’t involve with the shareholder units hodling over 5% (including 5%) voting power of the Company. 15. Wages payable Unit: RMB Currency: CNY Opening book Increase in the Decrease in the Closing book Items balance current period current period balance I. Salary, bonus, allowance, and subsidy 2,251,298.50 6,398,466.19 7,418,267.63 1,231,497.06 II. Employee benefit 25,906.94 25,906.94 III. Social insurance - IV. Public accumulation fund for housing construction 60,000.00 330,000.00 390,000.00 V. Dismiss welfare 38,565.69 38,565.69 VI. Trade union outlays and personnel education outlay 1,426,469.26 65,217.93 42,450.00 1,449,237.19 VII. Others - Total 3,802,240.39 6,793,684.12 7,460,717.63 3,135,206.88 (1) No remuneration in arrear among the employees’ remuneration payable. (2) The trade union outlays and personnel education outlay in the current year is RMB 65,217.93. 16. Taxes payable Unit: RMB Currency: CNY Items Amount at the end of period Amount at the beginning of period VAT 54,160,978.10 56,554,659.77 Sales tax 433,506.44 440,900.28 Enterprise income tax 33,753,125.02 33,753,125.02 Individual income tax -59,354.32 -21,156.15 Tax for maintaining and building cities 2,361.25 141,302.23 Housing property tax 7,303,655.67 7,303,655.67 Others -274.74 46,376.91 Total 95,593,997.42 98,218,863.73 The Company has owed taxes for long time, and there is the probability to make supplementary payment of forfeit money and late fee. 17. Interest payable Unit: RMB Currency: CNY Items Amount at the end of period Amount at the beginning of period Loan interest 193,470,439.90 213,488,233.36 In April of 2011, the reorganization plan of Guangdong Shengrun Group Co., Ltd. was executed completely that ruling by Shenzhen Intermediate People’s Court( found more in Notice of Board of 60 Shenrun Company dated 26th April 2011), relevant original book value has been adjusted by the Company for debt withdrawal. 18. Other account payable (1) Age of other accounts payable: Unit: RMB Currency: CNY Items Amount at the end of period Amount at the beginning of period Within 1 year 11,775,879.52 11,730,547.74 1-2 years 2,468,597.75 2,468,597.75 2-3 years 572,084.12 572,084.12 Over 3 years 384,245,202.85 151,065,795.79 Total 399,061,764.24 165,837,025.40 (2) The accounts payable-others in the report period don’t involve with the shareholder units hodling over 5% (including 5%) voting power of the Company. (3) Bit-amount accounts payable of over one year are accounts unable to pay by the Company. (4) The creditors right of Shengrun Company that newly received by Dongtaixin Company was transfer-in from item of “Other long-term liability” with amount of 232,801,657.06 yuan. The debt has over three years terms. 19. Non-current liability due within one year (1) Unit: RMB Currency: CNY Items Amount at the end of period Amount at the beginning of period Long-term credit loans due within 463,546,803.89 706,645,180.86 one year (2) Top five long-term loans due within one year Unit: RMB Currency: CNY Amount at the end of period Borrower Curency Amount in foreign Amount in RMB currencies Shenzhen Guosheng Energy Investment and Development Co., Ltd. USD 62,829,259.02 406,605,832.63 Shenzhen Guosheng Energy Investment and Development Co., Ltd. RMB - 19,300,058.59 China Cinda Assets Management Co., Ltd. USD 2,157,395.94 13,961,803.54 Great Wall Assets Management Co., Ltd. USD 2,000,000.00 12,943,200.00 Xie Lingling USD 500,000.00 3,235,800.00 Total 456,046,694.76 (3) Overdue loans among the long-term loans coming due within one year Unit: RMB Currency: CNY Borrowers Amount Term exceeded 425,905,891.22 Overdue for multiple years Guosheng Energy Investment Co., China Cinda Assets Management 13,961,803.54 Overdue for multiple years Co., China Great Wall Assets 12,943,450.00 Overdue for multiple years Management Co., 6,235,550.00 Overdue for multiple years Xie Lingling China Oriental Assets Management 3,000,000.00 Overdue for multiple years Co., 1,500,109.13 Overdue for multiple years Shenzhen Lionda Group Co., Ltd. 463,546,803.89 Total 61 20. Other current liabilities Unit: RMB Currency: CNY Items Closing book balance Opening book balance Rent 521,639.87 521,639.87 Decoration fee 188,853.82 188,853.82 Others 46,418.40 45,668.40 Total 756,912.09 756,162.09 21. Estimated liabilities Unit: RMB Currency: CNY Amount at the Increase in Decrease in the Amount at the Items beginning of the current current period end of period period period Loan guarantee for ZoriaPteLTd 78,087,000.00 - - 78,087,000.00 Loan guarantee for Jintian Industry (Group) - - 50,000,000.00 50,000,000.00 Co., Ltd. Loan guarantee for Guangdong Shengrun - Group Co., Ltd. 42,918,300.00 12,875,490.00 30,042,810.00 Loan guarantee for Shenzhen Tianma - - Cosmetics Co., Ltd. 8,000,000.00 8,000,000.00 Loan guarantee for Shandong Huajiaming - - Economic Trading Co., Ltd. 83,142.92 83,142.92 Total 179,088,442.92 - 12,875,490.00 166,212,952.92 In April of 2011, the reorganization plan of Guangdong Shengrun Group Co., Ltd. was executed completely that ruling by Shenzhen Intermediate People’s Court. According to reorganization plan of Shengrun Company, ordinary creditors right owes 30 pecent liquidation ratio, therefore, the estimated liability was adjusted by the Company correspondingly. The abovementioned guarantee for other companies have been in serious insolvency or gone bankrupt. 62 22. Share capital Unit: RMB Currency: CNY Amount at the beginning of Amount at the end of period Increase/ decrease (+, -) period Items Shares Proportion New shares Shares Amount transferred for Others Subtotal Amount Proportion(%) (%) issued presented public reserve I. Circulating shares with limited - - - sales conditions 186,722,139,00 33.87 -77,507,909.00 -77,507,909.00 109,214,230.00 19.81 1. Shares held by state-owned legal person (A-share) 16,340,000.00 2.96 - - - -16,340,000.00 -16,340,000.00 - - 2.Shares held by domestic corporate - - - sponsors(A-share) 88,767,002.00 16.10 -23,668,590.00 -23,668,590.00 65,098,412.00 11.81 3. Shares held by domestic natural - - - person sponsors (A-share) 6,500,000.00 1.18 -6,500,000.00 -6,500,000.00 - - 4. Shares held by overseas - - - corporates(B-share) 75,106,190.00 13.62 -31,001,944.00 -31,001,944.00 44,104,246.00 8.00 5. Shares held by senior executives - - - (A-share) 8,947.00 0.002 2,625.00 2,625.00 11,572.00 0.002 II. Circulating shares without limited - - sales conditions 364,625,808.00 66.13 - 77,507,909.00 77,507,909.00 442,133,717.00 80.19 1. Common RMB shares listed - - domestically (A-share) 116,262,826.00 21.08 - 77,510,534.00 77,510,534.00 193,773,360.00 35.14 - - - -2,625.00 2. Foreign shares listed domestically (B-share) 248,362,982.00 45.05 -2,625.00 248,360,357.00 45.05 - - - Total 100.00 100.00 551,347,947.00 - 551,347,947.00 Changes of the abovementioned amount mainly becaused: the proposal of share capital increased from capital reserve orientation and share-tanding reform was approved by the Shareholders’ General Meeting on 1 Februray 2007. the plan also obtained the approve from Ministry of Finance People’s Republic of China, SZP[2007] No. 1343 and approved from Shenzhen Bureau of Trad and Indusrty, SMGZF[2007] No. 2257—Approval of the Increased of Total Share Capital of Shenzhen China Bicycle Holdings Co., Ltd. Being consented, the plan was implemented on 18 March 2010. Total share capital of the Company turns from 479,433,000 shares to 551,347,900 shares, the A-shaer resumed for listing. The share capital of RMB 71,914,944.00 increaed on 18 March 2010 that have been verified by Shenzhen Pengcheng CPA Co., Ltd. with Verification Report of SPSYZ[2010] No. 356. Registration changes for Industy and Commerce have been done dated 16 March 2011. In April of 2011, part of the restricted shares have been on trade in market. 63 23. Capital reserve Unit: RMB Currency: CNY Items Amount at the Increase in the Decrease in the Amount at the end beginning of period current period current period of period Capital premium - - - - Other capital reserve 427,132,693.91 17,029,016.96 - 444,161,710.87 Where:Benefit from liability 423,124,068.94 17,029,016.96 - 440,153,085.90 recombination Accounts unnecessary to 690,624.97 - - 690,624.97 pay price difference of affiliated 3,318,000.00 - - 3,318,000.00 transactions Total 427,132,693.91 17,029,016.96 - 444,161,710.87 Interpretation of capital reserve: The amount increased in the period refers to that according to the Notification on Getting Done with the Annual Report of Enterprises Executing Accounting Rules in 2008 [CKH (2008) No. 60] of the Ministry of Finance, the Company’s holding shareholder Shenzhen Guosheng Energy Investment and Development Co., Ltd. exempted the Company’s loan interest RMB 17,029,016.96 in first hald year of 2011, which will be charged into the capital reserve as capital investment. 24. Surplus reserve Unit: RMB Currency: CNY Items Amount at the Increase in the current Decrease in the Amount at the end of beginning of period period current period period Statutory surplus - - reserve 32,673,227.01 32,673,227.01 25. Retained profit Unit: RMB Currency: CNY Proportion of Items Amount withdrawal or distribution Undistributed profit of the previous year before adjustment -2,767,339,310.79 - Total undistributed profit at the beginning of year adjusted (+, - -) - Undistributed profit at the beginning of year after adjustment -2,767,339,310.79 - Add: Net profit classed under the parent company in the - current period 26,213,,055.39 Less: Withdrawal of legal surplus reserve - 10% Withdrawal of free surplus reserve - - Withdrawal of general risk reserve - - Common stock dividend payable - - Common stock dividend transferred into share capital - - Retained profit at the end of period -2,741,126,255.40 - 26. Business income and business cost (1) Business income and business cost Unit: RMB Currency: CNY Amount incurred in the current Amount incurred in same period Items period of last year Major business income 126,235,456.55 112,764,460.92 Other business income 10,302,138.70 7,858,325.22 Business cost 126,708,502.29 114,045,625.35 (2) Major businesses (by industry) 64 Unit: RMB Currency: CNY Amount incurred in same period of last Amount incurred in the current period Product name year Business income Business cost Business income Business cost Bicycle and parts 125,098,747.76 119,627,722.60 111,611,190.57 106,650,381.83 distribution Property and lease 1,136,708.79 2,054,127.12 1,153,270.35 2,050,742.13 management Total 126,235,456.55 121,681,849.72 112,764,460.92 108,701,123.96 (3)Major businesses (by variety) Unit: RMB Currency: CNY Amount incurred in same period of last Amount incurred in the current period Product name year Business income Business cost Business income Business cost OEM motor vehicle 102,525,769.38 98,330,383.14 92,467,792.44 88,627,357.94 OEM Bicycle 20,858,413.02 19,581,264.29 18,760,441.30 17,555,520.98 CBC motor vehicle 1,076.92 1,009.04 173,294.01 302,840.72 CBC Bicycle 39,102.59 41,302.17 22,374.35 24,261.46 Others 1,674,385.85 1,673,763.96 187,288.47 140,400.73 Property and lease 1,136,708.79 2,054,127.12 1,153,270.35 2,050,742.13 management Total 126,235,456.55 121,681,849.72 112,764,460.92 108,701,123.96 (4) Business income of the Company’s top five customers Unit: RMB Currency: CNY Proportion among the Company’s Customer name Business income total business income Customer 1 42,288,811.25 30.97 Customer 2 28,636,957.31 20.97 Customer 3 18,933,030.21 13.87 Customer 4 12,938,950.38 9.48 Customer 5 2,591,275.61 1.90 Total 105,389,024.76 77.19 27. Business tax and surcharge Unit: RMB Currency: CNY Amount incurred in the Amount incurred in same Items Collection standard current period period of last year Sales tax 56,835.46 57,663.55 5% Tax for maintaining and building cities 56,854.48 5,883.69 7% of turnover tax Educational surtax 24,366.21 17,651.05 3% , 5% of turnover tax Total 138,056.15 81,198.29 - 65 28. Sales expenses Unit: RMB Currency: CNY Amount incurred in the current Amount incurred in same period of Items period last year Total 2,712,707.55 3,756,001.70 29. Management expenses Unit: RMB Currency: CNY Amount incurred in the current Amount incurred in same period of Items period last year Total 11,100,530.20 11,959,630.53 Explaination to management expenses: amount occurred this period decreased 859,100.33 yuan over that of same period the year before. 30. Fianncial expenses Unit: RMB Currency: CNY Amount incurred in the current Amount incurred in same period of Items period last year Interest expenditure 31,806,654.38 47,768,875.83 Less: interest income 36,145.98 40,236.67 Gains/losses from exchange -14,949,756.37 -4,536,448.49 Other 24,621.28 20,109.41 Total 16,845,373.31 43,212,300.08 31. Asset depreciation loss Unit: RMB Currency: CNY Amount incurred in the current Amount incurred in same period of Items period last year I. Loss from doubtful accounts 621,799.65 - II. Loss from inventory depreciation - - III. Depreciation loss of salable - - financial assets IV. Depreciation loss of - - held-to-maturity investment V. Depreciation loss of long-term - equity investment - VI. Depreciation loss of - - investment real estate VII. Depreciation loss of fixed - - assets VIII. Depreciation loss of - - engineering materials IX. Depreciation loss of - - engineering under construction X. Depreciation loss of productive - - biological assets XI. Depreciation loss of oil-gas - - assets XII. Depreciation loss of - - intangible assets XIII. Depreciation loss of business - - credit XIV. Others - - Total 621,799.65 - 66 32. Non-operating income Unit: RMB Currency: CNY Amount incurred in the current Amount incurred in same period of Items period last year Total amount obtained from disposing noncurrent assets - - Where: Benefit from disposal of fixed assets - - Benefit from disposal of intangible assets - - Benefit from debt recombination - - Taxes refund - 254,666.00 Other 47,835,399.29 544,496.77 Total 47,835,399.29 799,162.77 As for non-operating income in this period, the reorganization plan of Shengrun Company was rulling for executed completion by Shenzhen Intermediate People’s Court in April 2011, original interest and predicted liabilities that withdrawal previously have been adjusted by the Company for reckoned into non-operating income item by decreased amount. 33. Non-operating expenditure Unit: RMB Currency: CNY Amount incurred in the current Amount incurred in same period of Items period last year Total loss from disposal of noncurrent assets - - Where: Loss from disposal of fixed assets - - Loss from disposal of - - intangible assets Others 32,970.00 30,680.00 Total 32,970.00 30,680.00 34. Calculation process of basic earning per share and diluted earning per share (eps) Unit: RMB Currency: CNY Amount Amount Calculation incurred in incurred in Items process the current same period period of last year Net profit classed under the Company’s common 26,213,055.3 -51,663,487. P0 shareholders 9 04 Non-frequent gain and loss classed under the Company’s 47,802,429.2 F 768,482.77 common shareholders 9 Net profit classed under the Company’s common -21,589,373. -52,431,969. P0'=P0-F shareholders after deduction of non-frequent gain and loss 90 81 Influences of diluted items on the net profit classed under V - - the Company’s common shareholders Net profit classed under the Company’s common shareholders, considering the influences of diluting potential -21,589,373. -52,431,969. P1=P0+V common shares, and making adjustments according to 90 81 Enterprise Accounting Standards and related regulations Influences of diluted items on the net profit classed under the Company’s common shareholders after deducation of V' - - non-frequent gains and losses Net profit classed under the Company’s common P1'=P0'+V' -21,589,373. -52,431,969. 67 Amount Amount Calculation incurred in incurred in Items process the current same period period of last year shareholders, considering the influences of diluting potential 90 81 common shares, and making adjustments according to Enterprise Accounting Standards and related regulations 551,347,947. 479,433,003. Total shares at the beginning of period S0 00 00 Shares increased for increase of shares transferred from 71,914,944.0 public reserve or for share dividend distribution in the report S1 - 0 period Shares increased for issuance of new shares or shares Si - - transferred from liabilities in report period Shares decreased for buyback, etc. in report period Sj - - Shares shortened in report period Sk - - Number of months in report period M0 6 6 Accumulated number of months from the next month of Mi - 3 share increase to the end of report period Accumulated number of months from the next month of Mj - - share decrease to the end of report period S=S0+S1+Si× Weighted average number of common shares issued Mi 551,347,947. 551,347,947. externally ÷M0–Sj×Mj÷M 00 00 0-Sk Add: Weighted average number of common shares increased in condition that the diluted potential common shares are X1 - - supposed transferred into issued common shares Weighted average number of common shares with diluted 551,347,947. 551,347,947. X2=S+X1 eps calculated 00 00 Where: Weighted average number of common shares - - increased from transfer of conversible corporate bonds Weighted average number of common shares increased from - - equity warrant/ stock equity implementation right Weighted average number of common shares increased from - - buyback promise implementation Basic eps classed under the Company’s common EPS0=P0÷S 0.0475 -0.0937 shareholders Basic eps classed under the Company’s common shareholders after deducation of non-frequent gains and EPS0'=P0'÷S -0.0392 -0.0951 losses Diluted eps classed under the Company’s common EPS1=P1÷X2 0.0475 -0.0937 shareholders Diluted eps classed under the Company’s common shareholders after deducation of non-frequent gains and EPS1'=P1'÷X2 -0.0392 -0.0951 losses 35. Notes to items in cash flow statement (1) Other cash received related with business activities Unit: RMB Currency: CNY Amount incurred in the current Amount incurred in same period of Items period last year Rent, electric rate and water rate 10,002,805.12 7,666,393.59 Parts disposal money 35,026.85 62,500.00 Other current accounts 1,340,477.34 2,002,171.72 Total 11,378,309.31 9,731,065.31 (2)Other cash paid related with business activities 68 All refers to period expenses that paid in cash. 36. Supplementary data of cash flow statement (1)Supplementary data of cash flow statement Unit: RMB Currency: CNY Amount at same Amount of the Supplementary data period of last current period year 1.Cash flow for business activities transferred from net profit: Net profit 26,213,055.39 -51,663,487.04 Add: Asset depreciation reserve 621,799.65 - Fixed asset depreciation, oil-gas asset depletion, and productive biological asset depreciation 5,423,686.18 5,654,265.04 Amortization of intangible assets 431,431.02 431,431.02 Amortization of long-term fees to be apportioned - - Loss from disposal of fixed assets, intangible assets and other long-term assets (filled with “-” for benefit) - - Loss from fixed assets reported discarded (filled with “-” for benefit) - - Loss from change of fair value (filled with “-” for benefit) - - Fincial cost (filled with “-” for benefit) 16,845,373.31 43,212,300.08 Investment loss (filled with “-” for benefit)) - - Decrease of deferred income tax asset (filled with “-” for increase) - - Increase of deferred income tax liability (filled with “-” fordecrease) - - Decrease of inventory (filled with “-” for increase) -17,826,231.26 -9,385,138.91 Decrease of operating items receivable (filled with “-” for increase) 2,093,816.97 10,039,870.03 Increase of operating items payable (filled with “-” for decrease) -32,488,857.70 7,461,491.72 Others - - Net cash flow from business activities 1,314,073.56 5,750,731.94 2.Important investment and financing activities not involving with cash income and expenditure Capital transferred from liability - - Conversible corporate bonds coming due within one year - - Fixed assets rented by financing - - 3.Net change of cash and cash equivalent: Closing balance of cash 20,298,570.72 25,534,863.41 Less: Opening balance of cash 17,756,773.58 22,232,425.07 Add: Closing balance of cash equivalent - - Less: Opening balance of cash equivalent - - Net increase of cash and cash equivalent 2,541,797.14 3,302,438.34 (2) Composition of cash and cash equivalent Unit: RMB Currency: CNY Amount at the end of Amount at the beginning Items period of period I. Cash 20,298,570.72 17,756,773.58 Where: Cash on hand 123,910.37 166,739.31 Bank deposit available for payment anytime 20,174,660.34 17,590,034.27 Other monteray fund available for payment - - anytime Due from China Central Bank for payment - - Due from banks - - Call loans to banks - - II. Cash equivalent - - Where: Bond investment coming due within 3 months - - 69 Amount at the end of Amount at the beginning Items period of period III. Closing balance of cash and cash equivalent 20,298,570.72 17,756,773.58 VI. Affiliated Parties and Affiliated Transactions 1. Shareholders controlled by the enterprise Unit: RMB Currency: CNY Affi Propor Proporti liat Regi tion of on of ultimate Regi Legal ed stere shares voting controlle Organi controlling Enterpri strati repre Business rela d held in power r of the zation shareholder se type on sentat nature tion capit the in the enterpris code place ive shi al enterpr enterpris e p ise (%) e (%) Industry, domestic Limited Co commerce, Shenzhe Shenzhen liability ntro materials n Guosheng compan llin Shan supply and National Energy y g Shen g sale 700 Investme 774115 Investment (solely 11.81 11.81 sha zhen Shiju (excluding 0 nt and 79-2 and funded reh n specially run, Develop Developme by the old controlled ment nt Co., Ltd. corporat er and sold Co., Ltd. e) merchandises ) 2. Detailed information about the Company’s subsidiaries is as shown in 1 of Annotation IV of the report. 70 3. Joint management and joint-ownership enterprises of the Company Unit: RMB Currency: CNY Proportion Increa Proportion Initial of voting Depreciation Invested Accounting Opening se/ Closing of shares in investment power in the reserve at the unit method balance decrea balance the invested cost invested unit end of period se unit (%) (%) Shenzhen Jinhuan Equity Printing method 14,883,560.00 14,883,560.00 - 14,883,560.00 38.00 38.00 12,263,719.50 Co., Ltd. * *The industrial and commercial registration information of Shenzhen Jinhuan Printing Co., Ltd. has been cancelled as displayed. Hong Kong Dahuan Bicycle Co., Ltd., one of the original shareholders of the company, holds the company’s shares under our entrustment, and the actual holder is our company. 4. Accounts receivable/ accounts payable and exemption items of affiliated parties (1) Current accounts Unit: RMB Currency: CNY Amount at the end of Amount at the Items Affiliated parties period beginning of period Other accounts Shenzhen Jinhuan Printing Board Co., 2,616,430.50 2,616,430.50 payable Ltd. Long-term liability Shenzhen Guosheng Energy coming due within one 425,905,891.22 435,399,392.26 Investment and Development Co., Ltd. year Shenzhen Guosheng Energy Interest payable 3,342,625.50 2,948,836.74 Investment and Development Co., Ltd. Other account payable Shenzhen Guosheng Energy 6,500,000.00 6,500,000.00 * Investment and Development Co., Ltd. * Subordinate subsidiary of the Company-Shenzhen Emmelle Industry Co., Ltd. financing RMB 6.5 million from Shenzhen Guosheng Energy Investment and Development Co., Ltd. 71 (2) Exempted items Unit: RMB Currency: CNY Items Amount incurred in the Amount incurred in Related parties current period same period of last year Shenzhen Guosheng Energy Financial cost 17,029,016.96 34,796,714.17 Investment and Development Co., Ltd. According to the Notification on Getting Done with the Annual Report of Enterprises Executing Accounting Rules in 2008 [CKH (2008) No. 60] of the Ministry of Finance, the Company’s holding shareholder Shenzhen Guosheng Energy Investment and Development Co., Ltd. exempted the Company’s loan interest RMB 17,029,016.9 in first half year of 2011, which will be charged into the capital reserve as capital investment. VII. Contingent Items 1. Contingent liabilities formed from pending lawsuit and arbitration, and financial influences (1) As of June 30, 2011, the Company had been prosecuted by 17 financial instutions, involving total loan principal and interest of RMB 425,460,600, US$76,852,000 and HK$ 8,261,600. The abovementioned lawsuits have mostly been resulted in the Company’s failure or been mediated. After lawsuits, partial debtors have transferred the creditor’s right, and the principals involved in the cases are changed accordingly. (2) As of June 30, 2011, the Company had been prosecuted by 36 goods suppliers, involving total loan principal and interest of RMB 62,830,000, HK$ 24,530,000 and US$ 3,260,000. The abovementioned lawsuits have mostly been resulted in the Company’s failure or been mediated. 2. Contingent liabilities formed from providing liability guaranty for other units, and financial influences Influences on the Company’s financial state, business result Items Amount involved Nature and cash flow in the current period and future periods Loan guarantee for Guangdong Shengrun Group RMB25,270,000.00 (1) Guaranty Co., Ltd. US$700,000.00 Loan guaranty for Gintian Industry (Group) Co., RMB50,000,000.00 (2) Guaranty Ltd. Loan guaranty for Shenzhen Tianma Cosmetics RMB8,000,000.00 (3) Guaranty Co., Ltd. ZoriaPteLtdc US$10,000,000.00 (4) Guaranty Shandong Huajiaming Economic Trade Co., RMB83,142.92 (5) Guaranty Ltd. RMB83,353,142.92 Total US$10,700,000.00 (1) The company estimated the loss based on 100% guaranteed amount. In April of 2011, the reorganization plan of Guangdong Shengrun Group Co., Ltd. was executed completely that ruling by Shenzhen Intermediate People’s Court. According to reorganization plan of Shengrun Company, ordinary creditors right owes 30 pecent liquidation ratio, therefore, the estimated liability was adjusted by the Company correspondingly. (2) The company is a listed company limited, and has been in serious insolvency. The loss is estimated as per 100% guaranteed amount. (3) The company has gone bankrupt. The loss is estimated as per 100% guaranteed amount. (4) The company has been in serious solvency, and is being liquidated. The loss is estimated as per 100% guaranteed amount. (5)The company has been in serious solvency. The loss is estimated as per 100% guaranteed amount. VIII.Committment Items The Company had no important committment in the report period. 72 IX.Afterward Items of Balance Sheet No afterward items of balance sheet in this period for the Company. X .Other important items 1. Financial debt reconstructing In accordance with YJBT [2004] No.6 Document issued by the Office of China Banking Regulatory Commission on Jan. 7th, 2004, the Bank of China, totally 11 financial institutes agreed to stop calculating the interests as of Jan. 1st, 2002 for three years, and exempt all and any interests paypable prior to Dec. 31st, 2001, including the default interests and compound interests. The Company will transfer all the interests payable (including the default interests and compound interests) of RMB 357,993,665.24 prior to Dec. 31st, 2001 to “public accumulated capital”, and the interests will be not calculated temporarily from Jan. 1st, 2002 to Dec. 31st, 2004. This term of interests exemption shall be valid before Dec. 31st, 2004. In 2005, China Huarong Asset Management Corporation Shenzhen Office, China Orient Asset Management Corp. Shenzhen Office, China Cinda Asset Management Corporation Shenzhen Office and China Great Wall Asset Management Corporation Shenzhen Office will continuous to stop calculating the interests of 2005 loans. Whereas the term of “Stop Calculating Inerests” may cause discrepancy and General Terms on the Loan did not interprate its meaning either, China Huarong Asset Management Corporation Shenzhen Office, China Orient Asset Management Corp. Shenzhen Office, China Cinda Asset Management Corporation Shenzhen Office and China Great Wall Asset Management Corporation Shenzhen Office all agree not to claim the Company to repay all the interests stopped calculating herein. However, Shenzhen Development Bank requied the Company to repay all the interests and compound interests which was stopped calculating from Jan.1st, 2002 to Dec.31, 2004. The Company argued that the interests which were stopped calculating shall not be repaid; therefore, after the period during which the interests is stopped calculating, the interests to be repaid shall be calculated as the normal loans, but not the interests and compound interests stopped calculating from Jan.1st, 2002 to Dec. 31, 2004. As of Dec. 31st, 2010, the sum of interests confirmed by creditor bank is RMB324,879,558.04 more than the interests payable of book value, and some institutes have no reply to the confirmation of debts. In such a case, the Company thought that we cannot decide if this part of interests can be withdrawn or repaid, thus no any financial adjustment is done till now.(this report refers to the midterm report without audited, data of annual report was used for carrying) 2 .Instructions to Continous Operation As of June 30, 2011, China Bicycle Company Limited has a gross asset of RMB 150,424,997.29, the total debt of RMB1,863,368,367.81, with its net asset up to RMB-1,712,943,370.52, in the state of insolvency, which thus may cause this Company liquidate its assests and pay off the debts in the normal operations. In such a case, this Company and its largets creditor will take the following measures: Since March 2003 when China Huarong Asset Management Corporation, the former largest creditor of this Company, launched the debt reconstructing and made the progress to a certain extent, China Banking Regulatory Commission and the relevant authorities approved on the exemption and stop calculating all the interests of financial debts incurred as of Dec. 31st, 2004. Whereas the Company signed Settlement Agreement with International Finance Corportation on March 29th, 2007, it is hereby agreed to settle all and any creditor’s rights and debts incurred therefore by an equivolant US dollars for RMB 2 million, with the prinical of debts approx. US$ 3.87 million and the interests payable of approx. RMB 42.78 million. 73 On 15 October 2010, the Company entered into the Debt Settlement Agreement with Shenzhen Chengxingtai Investment Co., Ltd. for RMB 14 million payment as compensation to Chengxingtai Co., from the Company for settled the all debt and liabilities of two parties(approximately RMB 150 million). The RMB 14 million have been paid on 30 Nov. 2010 in full. China Huarong Asset Management Corporation, on Dec. 30th, 2006, transferred its creditor’s rights to Shenzhen Guocheng Engergy Investment & Development Corporation (hereinafter referred to as “Guocheng Energy Corporation”) which is now performing actively the matters concerning debt reconstructing and has made the progress to a certain extent. Whereas the largest shareholder and creditor of this Company have changed, in January 2010, in accordance with newly-issued Law of the People's Republic of China on Enterprise Bankruptcy, Guocheng Energy Corporation consequently claims and applys for new reconstructing of this Company to Shenzhen Intermediate People's Court, with a view to recover and improve the ongoing operations. On 28 Dec. 2010, Shenzhen Intermediate People’s Court considered that the applicant provided no materials that recognized by two parties with taxation dept. from tax and debt. According to the regulation of Clause VIII, Rule 1 of Clause XII under Law of the People's Republic of China on Enterprise Bankruptcy, the court judged no application of the bankruptcy restructuring on the Company from Shenzhen Guosheng Energy Investment Developemt Co., Ltd. In addition, Guosheng Energy suspended for calculation the loan interest of 2011 amounting to RMB 17.029 million, the interest shall not be recoved in subsequent years. The main business of this Company may develop stably and realize benefits continuously while launching the debt reconstructing. In a short term, it reduced the paying pressure greatly, and ability to continous operations has been improved to a certain degree. The Board of the Directors thought that along with the continuous progress of the Company debts and asset reconstructing, the operating environment, business situation and ability to continuous operations will be bound to further improvement. 3. Change of the actual controller In January 2011, the “Letter of Equity Transfer” was received by the Company from largest shareholder of the Company-Shenzhen Guosheng Energy Investment Development Co., Ltd. With this letter, the Company notice that controlling shareholder of Guosheng Energy—Shenzhen Guomin Investment Co., Ltd. entered into the Agreement of Equity Transfer with Mr. Ji Hanfei on 3 January 2011. Guomin Investment transfer 100% equity of Guosheng Energy to Ji Hanfei with price of RMB 70 million, industry and commerce changes have been finished. The abovementioned equity transfer changed the actual controller of the Company. Zhang Yanfen was the actual controller of the listed Company before equity transfer while Ji Hanfei turns to be the actual controller of the Company after equity transfer. 4. Execution of reorganization plan for creditor-Shengrun Company (1) In January 2011, Shenzhen Intermediate People’s Court confirmed by ruling that: credit of 232,801,657.06 yuan was transferred to transferee-Dongtaixin Company, the amount that receivable from the Company. (2) In April of 2011, the reorganization plan of Guangdong Shengrun Group Co., Ltd. was executed completely that ruling by Shenzhen Intermediate People’s Court( found more in Notice of Board of Shenrun Company dated 26th April 2011), relevant original interest and estimated liability that withdrawal previously have been adjusted by the Company for amount decreased. 5. Application for bankruptcy reorganization to Shenzhen Intermediate People’s Court by Creditor-Dongtaixin Company On 30 March 2011, the one piece of “Notification” from creditor of the Company-Shenzhen 74 Dongtaixing Technology Co., Ltd. was received by the Company: for the case of no application for bankruptcy restructuring from Shenzhen Guosheng Energy Investmetn Co., Ltd.-largest shareholder of the Company judged from Shenzhen Intermediate People’s Court, the documents were delivered by “Dongtaixing Company” on 17 March 2011, as second creditor, for application of bankcrptcy restructuring for ShenChina in accordance with the law. Currently, “Dongtaixing Company” prepared for the hearing procedures. XI. Note of main item of financial statement of parent company 1. Receivable account (1) Disclosued by category Unit: RMB Currency: CNY Amount at the end of period Book balance Bad debt provision Category Proportion Proportion Amount Amount (%) (%) Account receivable with single major amount - - - - but withdrawal bed debt provision for single item Account receivable withdrawal bad debt 1,034,399,533. 1,033,592,642. provision by age combination 98 100.00 50 99.92 Account receivable with single minor amount but withdrawal bed debt provision for single item - - - - 1,034,399,533. 1,033,592,642. Total 98 100.00 50 99.92 Amount at the beginning of period Book balance Bad debt provision Category Proportion Proportion Amount Amount (%) (%) Account receivable with single major amount - - - - but withdrawal bed debt provision for single item Account receivable withdrawal bad debt 1,034,374,248. 1,032,989,895. provision by age combination 98 100.00 75 99.87 Account receivable with single minor amount but withdrawal bed debt provision for single item - - - - 1,034,374,248. 1,032,989,895. Total 98 100.00 75 99.87 Interpretation to the categories of the accounts receivable: Based on the size, business nature and customer settlement condition of the company, the company decides that RMB 5 million of accounts receivable is important single sum of payment. The bad debt allowance is accrued on the basis of account aging analysis method. (2) In combination, account receivable withdrawal bed debt provision by age analysis method: Unit: RMB Currency: CNY Amount at period-end Amount at period-begin Book balance Book balance Bad debt provision Age Amount Ratio Bad debt provision Amount Ratio (%) (%) Within 77,227. 1year 102,512.48 0.01 307.54 48 0.01 - 75 Amount at period-end Amount at period-begin Book balance Book balance Bad debt provision Age Amount Ratio Bad debt provision Amount Ratio (%) (%) 1-2 years - - - - - - Over 1,034,2 3years 1,034,297, 97,021. 021.50 99.99 1,033,592,334.96 50 99.99 1,032,989,895.75 Total 1,034,3 1,034,399, 74,248. 533.98 100.00 1,033,592,642.50 98 100.00 1,032,989,895.75 (3) No account receivable actually cancelled after verification in the report period. (4) The accounts receivable at the end of the report period don’t involve with the shareholder unit’s holding over 5% (including 5%) voting power of the Company. (5) Top 5 units with an amount of account receivable: Unit: RMB Currency: CNY Relationship with Proportion among the gross Name Amount Period the company accounts receivable - others (%) Client 1 Non-related party 174,219,907.69 Over 3 years 16.84 Client 2 Non-related party 140,887,132.85 Over 3 years 13.62 Client 3 Non-related party 97,930,571.16 Over 3 years 9.47 Client 4 Non-related party 69,887,060.40 Over 3 years 6.76 Client 5 Non-related party 52,406,319.69 Over 3 years 5.07 Total 535,330,991.79 51.75 (6)No other account receivable involving with affiliated parties in the report period. (7)No other account receivable-others with confirmation terminated at the end of the report period. 2. Other receivables (1) disclosed by categories Unit: RMB Currency: CNY End of period Book balance Provision for bad debts Category Amount Proporti Amount Proporti on(%) on(%) Other account receivable with single major amount - - and withdrawal bed debt provision for single item - - Other account receivable withdrawal bad debt provision by age combination 559,366,717.59 100.00 526,900,582.15 94.20 Other account receivable with single minor amount but withdrawal bed debt provision for single item - - - - Total 559,366,717.59 100.00 526,900,582.15 94.20 Unit: RMB Currency: CNY Beginning of period Book balance Provision for bad debts Category Amount Proporti Amount Proporti on(%) on(%) Other account receivable with single major amount and withdrawal bed debt provision for single item - - - - Other account receivable withdrawal bad debt provision by age combination 557,411,339.53 100.00 526,881,529.25 94.52 76 Other account receivable with single minor amount but withdrawal bed debt provision for single item - - - - Total 557,411,339.53 100.00 526,881,529.25 94.52 Interpretation to the category of accounts receivable-others: According to the business scale, business nature, and customers’ settlement, etc., the account receivable-other with single big amount is determined to be RMB 5 million. The reserve for bad and doubtful account is withdrawn with age analysis method. (2) In combination, other account receivable withdrawal bed debt provision by age analysis method: Unit: RMB Currency: CNY Amount at period-end Amount at period-begin Age Book balance Bad debt Book balance Bad debt Amount Proportion(%) provision Amount Proportion(%) provision Within 1year 4,047,585.73 0.72 11,829.52 2,092,207.67 0.38 6,276.62 1-2 years 4,545,244.91 0.81 13,635.73 4,545,244.91 0.82 135.73 2-3 years - - - - - - Over 3years 550,773,886.95 98.47 526,875,116.90 550,773,886.95 98.80 526,875,116.90 Total 559,366,717.59 100.00 526,900,582.15 557,411,339.53 100.00 526,881,529.25 (3) No other account receivable actually cancelled after verification in the report period. (4) The other accounts receivable at the end of the report period don’t involve with the shareholder units hodling over 5% (including 5%) voting power of the Company. (5) Top 5 units with an amount of other account receivable: Unit: RMB Currency: CNY Proportion among the total Relationship with Name Amount Period other accounts receivable - the company others (%) Client 1 Non-related party 220,038,935.10 Over 3 years 39.34 Client 2 Non-related party 60,359,041.39 Over 3 years 10.79 Client 3 Non-related party 30,059,193.03 Over 3 years 5.37 Client 4 Non-related party 26,012,462.08 Over 3 years 4.65 Client 5 Non-related party 20,531,780.08 Over 3 years 3.67 Total 357,001,411.68 63.82 (6)No other account receivable involving with affiliated parties in the report period. (7)No other account receivable-others with confirmation terminated at the end of the report period. 77 3. Long-term equity investment Unit: RMB Currency: CNY Explanation on discrepancy between share Provision Share Percentag Examinatio proportion for (asset) Initial proportion e of voting Cash n and Increases and decreases Closing balanc in invested Depreciation depreciati Invested company investment Opening balance in rights in divid calculating e company reserve on of cost invested invested end method and current company company percentage period of voting rights in invested company Shenzhen EMMELLE Industry Co.Ltd Cost method 1,400,000.00 1,400,000.00 - 1,400,000.00 70% 70% - 1,400,000.00 - - Shenzhen Anju property management co.,ltd Cost method 2,000,000.00 2,000,000.00 - 2,000,000.00 100% 100% - 2,000,000.00 - - China Bicycle(Hong Kong) Co.,Ltd Cost method 5,350,000.00 5,350,000.00 - 5,350,000.00 99% 99% - 5,350,000.00 - - China Bicycle(International) Co.,Ltd Cost method 18,727.60 18,727.60 - 18,727.60 100% 100% - 18,727.60 - - Hunan Guangnan Motorcycle Co.,Ltd Cost method 5,679,300.00 5,679,300.00 - 5,679,300.00 5.50% 5.50% - 5,679,300.00 - - Shenzhen Jinhuan Equity Printing Co.,Ltd method 14,883,560.00 14,883,560.00 - 14,883,560.00 38.00% 38.00% - 12,263,719.50 - - Total -- 29,331,587.60 29,331,587.60 - 29,331,587.60 -- -- - 26,711,747.10 - - 78 4. Operating revenue and operating costs (1) Operating revenue and operating costs Unit: RMB Currency: CNY Amount incurred at same period pf Item Amount incurred of current period last year Income from main business 41,329.07 306,335.90 Income from other business 11,399,761.76 7,719,812.39 Operating cost 5,023,916.46 5,650,837.29 (2) Main business (by industy ) Unit: RMB Currency: CNY Amount incurred of current period Amount incurred at same period pf last year Products Business income Business cost Business income Business cost Sales of bicycle and spare parts 41,329.07 41,329.07 306,335.90 306,335.90 (3) Main business (by category ) Unit: RMB Currency: CNY Amount incurred of current period Amount incurred at same period pf last year Products Business income Business cost Business income Business cost CBC electric - - 254,102.56 254,102.56 CBC bicycle 41,329.07 41,329.07 52,233.34 52,233.34 Total 41,329.07 41,329.07 306,335.90 306,335.90 5. Supplemental Information of cash flow statement Unit: RMB Currency: CNY Amount of Supplemental Information Amount of this period same period of last year 1. Reconciliation of net profit/(loss) to cash flows from operating activities: Net profit 26,975,990.16 -51,100,009.82 plus: provision for assets 621,799.65 - Depreciation of fixed assets, oil/gas asset depletion and depreciation of productive biological assets 4,953,892.36 5,131,310.57 Amortization of intangible assets 431,431.02 431,431.02 Amortization of long-term prepaid expenses - - Loss on disposal of fixed assets, intangible assets and others (income listed with “-“) - - Losses on disposal of fixed assets (income listed with “-“) - - Losses on the changes in fair value (income listed with “-“) - - Financial expenses (income listed with “-“) 16,863,378.57 43,238,651.88 Losses arising from investments (income listed with “-“) - - Decrease of deferred income tax assets (increased listed with “-“) - - Increase of deferred income tax liabilities (decreased listed with “-“) - - Decrease in inventories (increased listed with “-“) 41,329.07 46,113.67 Decrease in operating payables (increased listed with “-“) -2,010,663.06 9,395,737.25 Increase in operating payables (decreased listed with “-“) -47,832,696.71 -4,635,277.94 Others - - Net cash flows from operating activities 44,461.06 2,507,956.63 2.Investing and financing activities that do notconcerning cash receipts and payment: Conversion of debt into capital - - Reclassification of convertible bon expiring within one year as current liability - - Financial leasing of fixed assets - - 3. Net change of cash and cash equivalents: Closing balance of cash 529,240.47 434,361.44 Minus: opening balance of cash 498,624.71 365,121.06 79 Amount of Supplemental Information Amount of this period same period of last year Plus: closing balance of cash equivalents - - Minus: opening balance of cash equivalents - - Net increase of cash and cash equivalents 30,615.76 69,240.38 XII. Supplement information 1. List of non-recurring profit and loss Unit: RMB Currency: CNY Item Amount of this period Explanation Loss and profit on disposal of non-current assets - - Tax return or exemption from override approval or with no - - official approval document The amount of the government subsidies which are included in the current profits( which is related to - - enterprise business, except for government subsidies according to national stand quota or quantum) Paid or received payment for use of state funds recorded in - - current profit and Losss Profits and losses arising from business combination when the combined cost is less than the recognized fair value of - - net assets of the merged company Loss and profit of exchange of non-monetary assets - - Loss and profit by entrusting others to invest and manage - - the asset Allotted asset depreciation reserves incurred by occasional - - cause such as natural calamities Gains and losses from debt restructuring - - Expense for enterprise reconstruction, employee - - arrangement and other integration costs Profit and loss from transactions with obvious unfair - - transaction price Subsidiaries' year-to-date net profit/loss arising from business combination of entities controlled by a same - - company Profits contributed by the sold assets to the listed company - - from The beginning of the year To the sale date Except for effective hedging business related to normal business, held-for-trading financial asset, profit and losses on the changes in fair value generated by transaction - - financial liabilities, investment income achieved by disposing transaction financial assets, transaction financial liabilities and hold-to-sale financial assets Reversals of depreciation reserves of receivables done - - depreciation test solely Loss and profit achieved by entrusting loans - - Profit and loss on the changes in fair value of invested real estate after being subsequently measured with fair value - - mode According to laws and regulations of tax and accounting, impact of One-off adjustment of current loss and profit on - - current loss and profit Trustee fee income generated from entrusted operation - - Other non-operating income and expenses 47,802,429.29 - Other loss/profit generated by definition of other non - - recurring profit and loss Amount influenced by income tax - - Amount influenced by few shareholders’ equity(after-tax) - - 80 Item Amount of this period Explanation Total 47,802,429.29 - 2. Net assets income rate and earnings per share Earnings per share Average weight ROE Profit during the period of report Basic earnings per Dilute earnings per (%) share share Net profit attributed to shareholders - 0.0475 0.0475 Net profit attributed to shareholders after deducting net profit of recurring - -0.0392 -0.0392 loss and profit 3. Reason and explanation of unusual circumstance of items of financial statement of the company Unit: RMB Currency: CNY Proportion of Change of change in the amount at the beginning of beginning of period and at Items period and at the Explanation the end of end of period or period or same same period of period of last last year year Mainly due to the changes of settlement for sale -1,373,931.00 Note recerivable -52.45% business Inventory 17,826,231.26 82.18% Mainly for the inventory for peak season in sales Account paid in The account received in advance for goods increased 5,934,226.14 advance 35.62% in sales peak season Other account Changes of the creditors, relevant accountan item 233,224,738.84 payable 140.63% adjusted Non-current liability due Changes of the creditors, relevant accountan item within one year -243,098,376.97 -34.40% adjusted Financial Exchange profit was produced from RMB expenses -26,366,926.77 -61.02% appreciation and decrease of the debt interests The reorganization plan of Shengrun Co., was executed completely that ruling by Court. The debts and predicted liability that withdrawal previously have been adjusted by the Company for amount Non-operating reducted in book. income 47,036,236.52 5,885.69% Legal representative: Date: Principal in charge of accounting: Date: Principal of accounting organ: Date: 81