Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report For 2011 (Full Text) §1. Important Notes 1.1 Board of Directors and the Supervisory Committee of Shenzhen China Bicycle Company (Holdings) Limited (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. 1.2 The Third Quarterly Financial Report of 2011 has not been audited by CPAs. 1.3 Principal of the Company Luo Guiyou, Person in Charge of Accounting Works Zhang Zebing and Person in Charge of Accounting Organ (Accounting Officer) Sun Longlong hereby confirm that the Financial Report of the Third Quarterly Report is true and complete. §2. Company Profile 2.1 Main accounting highlights and financial indexes: In RMB Yuan Increase/decrease 2011.9.30 2010.12.31 scope (%) Total assets (RMB) 161,785,632.27 138,158,078.89 17.10% Owners’ equities attributable to the shareholders of listed -1,708,930,081.16 -1,756,185,442.87 -2.69% company (RMB) Share capital (Share) 551,347,947.00 551,347,947.00 0.00% Net assets per share attributable to the shareholders of listed -3.0995 -3.1853 company (RMB/Share) Increase/decreas Increase/decreas e over the same e over the same July-Sept. 2011 Jan.-Sept. 2011 period of the period of the last year (%) last year (%) Total operating income (RMB) 94,585,408.71 -5.11% 231,123,003.96 4.91% Net profit attributable to the Losses reduced 135.64% shareholders of listed company -4,330,057.92 21,882,997.47 55.25% profitable (RMB) Net cash flow arising from - - 1,873,843.28 -77.24% operating activities (RMB) Net cash flow arising from operating activities per share - - 0.0034 -77.24% (RMB/Share) Basic earnings per share Losses reduced 135.64% -0.0079 0.0397 (RMB/Share) 55.25% profitable Diluted earnings per share Losses reduced 135.64% -0.0079 0.0397 (RMB/Share) 55.25% profitable Weighted average return on equity (%) Weighted average return on equity after deducting non-recurring gains and losses 1 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) (%) Items of non-recurring gains and losses √Applicable □Inapplicable In RMB Yuan Items of non-recurring gains and losses Remarks (If Amount applicable) Gains/losses from disposal of non-current assets -197,675.00 Other non-operating income and expenditure beside 47,888,179.19 for the aforementioned items Total 47,690,504.19 - 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders of circulation share In Share Total number of shareholders 39,179 at the end of report period Particulars about the shares held by the top ten shareholders with unrestricted conditions Unrestricted shares held at Full name of shareholder Type of shares period-end Shenzhen Kangsheng Investment 5,972,500 RMB Common shares Development Co., Ltd. Domestically listed foreign BOCI SECURITIES LIMITED 5,068,066 shares Jing Chao Investment Co., Ltd. 5,001,944 RMB Common shares Fang Jianli 2,401,000 RMB Common shares CORE PACIFIC-YAMAICHI Domestically listed foreign INTERNATIONAL (H.K.) 2,354,024 shares LIMITED Airline Trust Investment Co., Ltd. 2,340,000 RMB Common shares Domestically listed foreign TANG JING YUAN 2,213,175 shares Domestically listed foreign Zeng Yin 2,165,552 shares Domestically listed foreign Zhang Huiling 1,768,149 shares Domestically listed foreign Lin Shaowei 1,722,309 shares §3. Significant Events 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Inapplicable 1. Inventory: increase 128.47% over that of period-begin, mainly because stock for peak season increased from subsidiary EMMELLE; 2. Account received in advance: increase 73.46% over that of period-begin, mainly because account received in advance growth for peak season in subsidiary EMMELLE; 3. Other account payable: increase 140.44% over that of period-begin, mainly because the creditor changed, item for book-keeping changed correspondingly; 2 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) 4. Non-current liability due within one year: decrease 35.31% over that of period-begin, mainly because the creditor changed, item for book-keeping changed correspondingly; 5. Financial expense: decrease 62.74% over same period of last year, mainly because the RMB gains a higher apparition in this period, major exchange income raised and debt with interest reduced ; 6. Non-operating income: increase 1136.99% over same period of last year, mainly because debt restructuring plan for Shengrun Company was completed ruling by the Court, original accrued debts and predicted liabilities were re-record for decrease in book-keeping. 3.2 Progress of significant events, their influences, and analysis and explanation of their solutions 3.2.1 Qualified opinion √Applicable □Inapplicable Shenzhen Pengcheng Certified Public Accountants Co., Ltd. issued audit report with disclaimer of opinions for the 2010 Financial Report of the Company. Board of the Company accepted the Auditing Report 2010 issued 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. Therefore, explanation by the Board as: 1. Financial debt Shenzhen Pengcheng CPAs held that: the letters replied from the financial creditors for the inquiry showed that the Company missed to record an interest balance totaling to RMB 324,879,558.04, and some letters were replied on interest for the principal of loans totaling 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 X” for details of interest confirmation balance: when some creditors implemented the document ((2004) No.6) released by China Committee on Bank Supervision, they had different understanding on this document with the Company. The document noticed that: Bank of China and other 10 financial organizations stop calculating the interest of the Company for 3 years since Jan. 1st of 2002 and at the same time, exempt all the interest payable of the Company (including penalty interest and compound interest) occurred before Dec. 31st of 2001. Part of the assets management companies and banks considered that the Company was expected to return the interest exempted and stop-calculated, and some assets management companies had not confirmed the proceeding of interest calculation. The Company had transferred all the interest of loans payable owed before Dec. 31st of 2001, RMB 357,993,665.24, (including penalty interest and compound interest) to “capital public reserve” Interest was stopped with calculation from Jan 1st of 2002 to Dec. 31st of 2004. The exempt term was due on Dec 31st of 2004. The Company held it was not necessary for him to return the interest exempted, so interest and compound interest from Jan 1st of 2002 to Dec 31st of 2004 was not accrued. The Company should start for interest calculation when the term was due. 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. 3 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) 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 end of auditing date, 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, 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; 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. Therefore, the Company and the larger creditor implemented the measures as followed: Since March 2003, the promotion on debt restructuring by the former largest creditor of the Company-China Huarong Asset Management Corporation acquired breakthrough development. The Company obtained the approval from relevant department such as China Banking Regulatory Commission, in which all the interests of the financial debts the Company owed ended Dec. 31, 2004 were exempted and stopped interest calculation. The Company and International Finance Corporation signed Reconciled Agreement on Mar. 29th of 2007, in which it was agreed to settle all the credits and liabilities between the two parties with US$ equivalent to RMB 2 million. The liabilities amount was consisted of principal approximately amounting to US$ 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 4 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) 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 before 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 28 December 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 Guosheng Energy Investment and Development Co., Ltd raised up. Besides, Guosheng Energy Company agreed to stop accounting RMB 25.3724 million (from January to September of 2011) of loan interests in this period. This item of interests won’t be received in subsequent years. With promoting the work of debt restructuring, main business of the Company steadily developed and gains profit continuously at the same time. The short-tern payment pressure has been released and has an improvement in sustainable operations. Board of the Directors considered that, with the gradually progress in debt and assets reorganization, the operation environment, operation status and the ability of sustainable operation of the Company might obtained a further improvement. 3.2.2 Particular about fund offers to controlling shareholders or associated parties and external guarantee that against the regulation. □Applicable √Inapplicable 3.2.3 Particular about signing and implementation on significant contracts of ordinary management. □Applicable √Inapplicable 3.2.4 Others √Applicable □Inapplicable 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 5 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) 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. Event of stop-calculation interest: On June 7 of 2011, the Company received Reply of 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 US$ 62,829,259.02 of debts held from the Company. Interest which was stopped to be calculated above won’t be recovering in subsequent years. The stopped calculated interest shows favorable influence on sustainable development of the Company. Approximately RMB 34 million interests stopped for calculation, according to relevant accounting rules and related regulations, the interest will conducts accounting treatment reckoned into capital reserve which shows no influence on gains/losses of the Company. 5. Promotion of internal control construction: according to the requirement of “Notice of relevant works of standard pilots for internal control in listed companies within area of Shenzhen” from Shenzhen Securities Supervisor Bureau, preparation works of internal control were conducted actively by the Company. The “Implementation Plan for Internal Control” was formulated and professional consultant body was appointed by the Company for internal control construction. Within this period, every works were promoted steadily and orderly on schedule so far. 3.3 Implementations of commitments by the Company, shareholders and actual controller √Applicable □Inapplicable The following events committed by related parties such as listed companies, directors, supervisors, senior management, shareholders holding above 5% shares of the Company as well as actual controllers in reporting period or extending to reporting period. Promisee Implementati Commitments Content of commitments on Since implementation day of reform program previous non-circulating Shenzhen Guosheng shares couldn’t be listed or Energy Development transferred within 12 months; if the Co., Ltd, Zhuorun period was ending, proportion of Commitments for Technology Co., Ltd, sale volume in total shares couldn’t Abided the Share Merger Reform Shenzhen Kangsheng be beyond 5% within 12 months and commitments Investment Co., Ltd, 10% within 24 months as for those Jingchao Investment previous non-circulating Co., Ltd shareholders holding more than 5% equity listed their shares through Stock Exchange. Commitments in report of N/A N/A N/A acquisition or equity change Commitment for substantive N/A N/A N/A 6 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) asset restructuring Issuance commitment N/A N/A N/A Other commitments(additional N/A N/A N/A commitments included) 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Inapplicable 3.5 Particulars about the other significant events which needed explanations 3.5.1 Particular about security investment □Applicable √Inapplicable 3.5.2 Activities on receiving research, communication and interview in the report period The received Contents discussed and Date Place Way parties materials supplied In report Office of the Communications Tradable Progresses of debts period Company by telephone shareholder restructuring of the Company 3.6 Particulars about derivatives investment □Applicable √Inapplicable 3.6.1 Particulars about the positions of derivatives investment at the end of report period □Applicable √Inapplicable §4. Appendix 4.1 Balance sheet Prepared by Shenzhen China Bicycle Company (Holdings) Limited Sept. 30, 2011 In RMB Yuan Balance at period-end Balance at year-begin Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 21,587,366.03 515,850.01 17,756,773.58 498,624.71 Settlement provisions Capital lent Transaction finance asset Notes receivable 2,100,000.00 2,619,699.00 Accounts receivable 1,123,229.59 864,721.48 1,732,822.98 1,384,353.23 Accounts paid in 387,022.08 213,423.41 advance Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 18,699,493.05 35,134,361.64 18,085,772.89 30,529,810.28 Purchase restituted 7 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) finance asset Inventories 49,561,626.27 14,153,392.60 21,692,678.29 14,965,196.51 Non-current asset due within one year Other current assets Total current assets 93,458,737.02 50,668,325.73 62,101,170.15 47,377,984.73 Non-current assets: Granted entrusted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity 2,619,840.50 2,619,840.50 2,619,840.50 2,619,840.50 investment Investment real 23,289,920.02 23,289,920.02 26,434,648.24 26,434,648.24 estate Fixed assets 17,609,854.00 17,307,066.42 21,547,992.74 21,221,962.11 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 24,807,280.73 24,807,280.73 25,454,427.26 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 68,326,895.25 68,024,107.67 76,056,908.74 75,730,878.11 Total assets 161,785,632.27 118,692,433.40 138,158,078.89 123,108,862.84 Current liabilities: Short-term loans 375,784,050.36 323,583,663.34 384,217,648.09 332,017,261.07 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed 8 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) Transaction financial liabilities Notes payable Accounts payable 144,184,969.19 148,512,046.04 125,628,122.72 148,454,726.88 Accounts received 28,900,801.83 10,664,592.85 16,661,602.20 10,664,592.85 in advance Selling financial asset of repurchase Commission charge and commission payable Wage payable 3,003,403.68 1,889,154.34 3,802,240.39 2,372,320.02 Taxes payable 95,226,881.05 94,961,788.30 98,218,863.73 95,784,336.55 Interest payable 200,760,932.04 200,760,932.04 213,488,233.36 213,488,233.36 Dividend payable Other accounts 398,738,926.45 353,788,651.95 165,837,025.40 120,844,911.76 payable Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 457,147,983.82 457,147,983.82 706,645,180.86 706,645,180.86 year Other current 754,812.09 726,612.09 756,162.09 726,612.09 liabilities Total current liabilities 1,704,502,760.51 1,592,035,424.77 1,715,255,078.84 1,630,998,175.44 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Special accounts payable Projected liabilities 166,212,952.92 166,212,952.92 179,088,442.92 179,088,442.92 Deferred income tax liabilities Other non-current liabilities Total non-current 166,212,952.92 166,212,952.92 179,088,442.92 179,088,442.92 liabilities Total liabilities 1,870,715,713.43 1,758,248,377.69 1,894,343,521.76 1,810,086,618.36 Owner’s equity (or shareholders’ equity): Paid-in capital (or 551,347,947.00 551,347,947.00 551,347,947.00 551,347,947.00 share capital) 9 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) Capital public 452,505,058.15 452,505,058.15 427,132,693.91 427,132,693.91 reserve Less: Inventory shares Reasonable reserve Surplus public 32,673,227.01 32,673,227.01 32,673,227.01 32,673,227.01 reserve Provision of general risk Retained profit -2,745,456,313.32 -2,676,082,176.45 -2,767,339,310.79 -2,698,131,623.44 Balance difference of foreign currency translation Total owner’s equity attributable to parent -1,708,930,081.16 -1,639,555,944.29 -1,756,185,442.87 -1,686,977,755.52 company Minority interests Total owner’s equity -1,708,930,081.16 -1,639,555,944.29 -1,756,185,442.87 -1,686,977,755.52 Total liabilities and 161,785,632.27 118,692,433.40 138,158,078.89 123,108,862.84 owner’s equity 4.2 Profit statement in the report period Prepared by Shenzhen China Bicycle Company (Holdings) Limited July-Sept. 2011 In RMB Yuan Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 94,585,408.71 7,762,307.50 99,681,222.94 8,760,291.18 Including: Operating 94,585,408.71 7,762,307.50 99,681,222.94 8,760,291.18 income Interest income Insurance gained Commission charge and commission income II. Total operating cost 98,803,541.53 12,539,825.57 112,475,486.45 20,130,481.21 Including: Operating cost 87,994,118.59 3,967,487.95 93,083,590.36 2,904,697.21 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 144,851.04 52,036.39 extras 10 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) Sales expenses 1,545,634.13 4,494,611.95 1,422,282.34 Administration 5,057,987.40 4,077,725.67 5,033,099.19 4,325,803.69 expenses Financial expenses 4,060,950.37 12,889,478.17 12,904,980.31 Losses of -5,000.00 -5,000.00 devaluation of asset 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 -4,218,132.82 -4,777,518.07 -12,794,263.51 -11,370,190.03 (Loss is listed with “-”) Add: Non-operating 89,639.90 52,539.90 3,075,150.11 3,075,150.11 income Less: Non-operating 201,565.00 201,565.00 13,050.00 50.00 expense Including: Disposal loss of non-current asset IV. Total Profit (Loss is -4,330,057.92 -4,926,543.17 -9,732,163.40 -8,295,089.92 listed with “-”) Less: Income tax expense V. Net profit (Net loss is -4,330,057.92 -4,926,543.17 -9,732,163.40 -8,295,089.92 listed with “-”) Net profit attributable to owner’s of -4,330,057.92 -4,926,543.17 -9,676,290.03 -8,295,089.92 parent company Minority shareholders’ gains and -55,873.37 losses VI. Earnings per share i. Basic earnings per -0.0079 -0.0089 -0.0176 -0.0150 share ii. Diluted earnings per -0.0079 -0.0089 -0.0176 -0.0150 share VII. Other consolidated income VIII. Total consolidated -4,330,057.92 -4,926,543.17 -9,732,163.40 -8,295,089.92 income Total consolidated income attributable to -4,330,057.92 -4,926,543.17 -9,676,290.03 -8,295,089.92 owners of parent 11 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) company Total consolidated income attributable to 0.00 0.00 -55,873.37 minority shareholders The merging party realized net profit of RMB 00.00 before consolidation under same control in this period. 4.3 Profit statement from year-begin to the end of report period Prepared by Shenzhen China Bicycle Company (Holdings) Limited Jan.-Sept. 2011 In RMB Yuan Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 231,123,003.96 19,203,398.33 220,304,009.08 16,786,439.47 Including: Operating 231,123,003.96 19,203,398.33 220,304,009.08 16,786,439.47 income Interest income Insurance gained Commission charge and commission income II. Total operating cost 256,930,510.68 44,807,355.53 285,530,242.40 80,032,902.09 Including: Operating cost 214,702,620.88 8,991,404.41 207,129,215.71 8,555,534.50 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 282,907.19 133,234.68 extras Sales expenses 4,258,341.68 5,178,284.04 Administration 16,158,517.60 14,253,047.23 16,992,729.72 15,338,735.40 expenses Financial expenses 20,906,323.68 20,941,104.24 56,101,778.25 56,143,632.19 Losses of 621,799.65 621,799.65 -5,000.00 -5,000.00 devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) Including: 12 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit -25,807,506.72 -25,603,957.20 -65,226,233.32 -63,246,462.62 (Loss is listed with “-”) Add: Non-operating 47,925,039.19 47,887,939.19 3,874,312.88 3,868,412.88 income Less: Non-operating 234,535.00 234,535.00 43,730.00 17,050.00 expense Including: Disposal loss of non-current asset IV. Total Profit (Loss is 21,882,997.47 22,049,446.99 -61,395,650.44 -59,395,099.74 listed with “-”) Less: Income tax expense V. Net profit (Net loss is 21,882,997.47 22,049,446.99 -61,395,650.44 -59,395,099.74 listed with “-”) Net profit attributable to owner’s of 21,882,997.47 22,049,446.99 -61,395,650.44 -59,395,099.74 parent company Minority shareholders’ gains and losses VI. Earnings per share i. Basic earnings per 0.0397 0.0400 -0.1114 -0.1077 share ii. Diluted earnings per 0.0397 0.0400 -0.1114 -0.1077 share VII. Other consolidated income VIII. Total consolidated 21,882,997.47 22,049,446.99 -61,395,650.44 -59,395,099.74 income Total consolidated income attributable to 21,882,997.47 22,049,446.99 -61,395,650.44 -59,395,099.74 owners of parent company Total consolidated income attributable to minority shareholders The merging party realized net profit of RMB 00.00 before consolidation under same control that occurred from year-begin to end of this period. 4.4 Cash flow statement from year-begin to the end of report period Prepared by Shenzhen China Bicycle Company (Holdings) Limited Jan.-Sept. 2011 In RMB Yuan Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company 13 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) I. Cash flows arising from operating activities: Cash received from selling commodities and 148,757,594.21 5,550.00 140,857,230.38 providing labor services Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax 254,666.00 254,666.00 received Other cash received concerning operating 17,667,411.55 17,200,700.75 15,252,809.49 18,959,550.55 activities Subtotal of cash inflow arising from 166,425,005.76 17,206,250.75 156,364,705.87 19,214,216.55 operating activities Cash paid for purchasing commodities 133,255,608.57 117,785,046.37 and receiving labor service Net increase of customer loans and advances Net increase of deposits in central bank 14 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) 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 11,756,689.99 1,621,431.13 12,788,271.08 1,292,297.45 staff and workers Taxes paid 6,478,226.69 2,975,854.20 3,327,212.02 1,685,141.42 Other cash paid concerning operating 13,060,637.23 12,567,638.41 14,231,560.17 13,559,175.64 activities Subtotal of cash outflow arising from 164,551,162.48 17,164,923.74 148,132,089.64 16,536,614.51 operating activities Net cash flows arising from operating 1,873,843.28 41,327.01 8,232,616.23 2,677,602.04 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, 2,017,500.00 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 2,017,500.00 activities Cash paid for purchasing fixed, 60,750.83 24,101.71 2,460,204.37 2,450,627.02 intangible and other long-term assets Cash paid for investment Net increase of mortgaged loans 15 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing 60,750.83 24,101.71 2,460,204.37 2,450,627.02 activities Net cash flows arising from investing 1,956,749.17 -24,101.71 -2,460,204.37 -2,450,627.02 activities 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 16 Shenzhen China Bicycle Company (Holdings) Limited The Third Quarterly Report for 2011 (Full Text) activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash 3,830,592.45 17,225.30 5,772,411.86 226,975.02 and cash equivalents Add: Balance of cash and cash equivalents 17,756,773.58 498,624.71 22,232,425.07 365,121.06 at the period -begin VI. Balance of cash and cash equivalents at the 21,587,366.03 515,850.01 28,004,836.93 592,096.08 period -end 4.5 Auditor’s report Auditor’s opinions: Un-audited Board of Directors of Shenzhen China Bicycle Company (Holdings) Limited October 26, 2011 17