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*ST中华B:2012年第三季度报告全文(英文版)2012-10-25  

						          Shenzhen China Bicycle Company (Holdings) Limited                      The Third Quarterly Report for 2012 (Full Text)



                  Shenzhen China Bicycle Company (Holdings) Limited
                         The Third Quarterly Report For 2012
                                     (Full Text)
I. Important Notes
Board of Directors and the Supervisory Committee of Shenzhen China Bicycle Company (Holdings) Limited
(hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that
there are no any fictitious statements, misleading statements, or important omissions carried in this report, and
shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole
contents.
All directors of the Company are attended the Meeting for quarterly report deliberation.
Principal of the Company 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.

II. Company Profile

(I) Major accounting data and financial indexes
Whether retroactive adjusted on previous financial report or not
□Yes    √ No     □Not applicable

                                                                                                     Increase/decrease in this
                                           2012.9.30                     2011.12.31             period-end over period-end of last
                                                                                                             year (%)
Total assets (RMB)                               180,316,465.10               135,746,630.93                              32.83%
Owners’ equities attributable
to the shareholders of listed                  -1,706,284,059.40            -1,682,839,667.48                              1.39%
company (RMB)
Share capital (Share)                            551,347,947.00               551,347,947.00                                  0%
Net      assets per share
attributable     to    the
                                                          -3.0948                     -3.0522                               1.4%
shareholders    of  listed
company (RMB/Share)
                                                         Increase/decrease over                       Increase/decrease over
                                                                                January- September of
                                 July- September of 2012 the same period of the                       the same period of the
                                                                                        2012
                                                              last year (%)                                last year (%)
Total operating income
                                          85,519,151.89                 -9.59%         198,705,238.09                    -14.03%
(RMB)
Net profit attributable to the
shareholders       of    listed          -14,830,831.64                242.51%         -48,175,316.71                   -320.15%
company (RMB)
Net cash flow arising from
                                --                        --                             4,257,770.41                    127.22%
operating activities (RMB)
Net cash flow arising from
operating activities per share --                         --                                     0.0077                  127.22%
(RMB/Share)
Basic earnings per share
                                                -0.0269                240.51%                  -0.0874                 -320.15%
(RMB/Share)
Diluted earnings per share
                                                -0.0269                240.51%                  -0.0874                 -320.15%
(RMB/Share)
Weighted average return
on equity (%)
Weighted average return on
equity after deducting
non-recurring gains and losses
(%)
Items and amount with non-recurring gains/losses deducted


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          Shenzhen China Bicycle Company (Holdings) Limited                          The Third Quarterly Report for 2012 (Full Text)



√Applicable □ Not applicable
                                                                    Amount from
                             Item                                   year-begin to                          Note
                                                                  period-end (RMB)
Gains and losses from disposal of non-current assets
Tax refund or exemption out of authorization, with absence
of official approval document or accidentally
Governmental subsidy calculated into current gains and
losses(while closely related with the normal business of the
Company, excluding the fixed-amount or fixed-proportion
governmental subsidy according to the unified national
standard)
Fund occupation expenses received from non-financial
enterprises that reckon into current gains/losses
Income occurred when investment cost paid by enterprise
for obtaining subsidiaries, associates and joint ventures are
lower than its share in fair value of net realizable assets of
invested units
Gains and losses from exchange of non-monetary assets
Gains and losses from entrusted investment or management
assets
Various asset impairment reserve provided for force
majeure, such as natural disaster
Gains/losses from debt reorganization
Reorganization expenses, such as expenditure for allocation
of employees and integration fee
Gains and losses from excess of transaction which are
conducted on a non-fair-valued basis over its fair value
Current net gains and losses of subsidiaries occurred from
combination under the same control commencing from
period-begin to combination date
Gains and losses from contingent events which has no
relation with normal business of the Company
Gains and losses from change of fair values of
held-for-transaction financial assets and financial liabilities
except for the effective hedge business related to normal
business of the Company, and investment income from
disposal of transactional financial assets and liabilities and
financial assets available for sale
Reversal of impairment reserve for account receivable with
separate impairment testing
gains/ losses from external entrustment loans
Gains and losses arising from change of fair value of
investment properties whose follow-up measurement are at
fair value
Affect upon current gains/losses arising from the one-off
adjustment in subject to requirement of laws and rules in
relation to taxation and accounting
Income from entrusted custody operation
Other non-operating income and expenditure except the
                                                                           18,181.99
abovementioned
Other item that satisfied the definition of non-recurring
gains and losses
Influenced amount of minority shareholders’ equity
Impact on income tax


Total                                                                      18,181.99                        --
Explanation on “Other item that satisfied the definition of non-recurring gains and losses” and defined
non-recurring gains and losses as recurring gain/loss according to natures and characteristic of self-operation
status



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           Shenzhen China Bicycle Company (Holdings) Limited                         The Third Quarterly Report for 2012 (Full Text)



            Item                   Amount involved (RMB)                                           Note



(II) Total shareholders at period-end and top ten shareholders

Total number of shareholders
                                                                                                                              34,407
at the end of report period
                      Particulars about the shares held by the top ten shareholders with unrestricted conditions
                                   Amount of unrestricted shares                         Type/amount of shares
          Shareholders
                                       held at period-end                            Type                            Amount
Zhuorun Technology Co., Ltd                            44,104,246            RMB common share                             44,104,246
Shenzhen Guosheng        Energy
                                                       27,567,397            RMB common share                             27,567,397
Development Co., Ltd
Zeng Ying                                               6,520,447      Domestically listed foreign share                   6,520,447
Shenzhen          Kangsheng
Investment Development Co.,                             5,972,500            RMB common share                              5,972,500
Ltd.
Jing Chao Investment Co., Ltd.                          5,001,944            RMB common share                              5,001,944
Zhang Xu                                                3,327,946            RMB common share                              3,327,946
TANG JING YUAN                                          2,213,175      Domestically listed foreign share                   2,213,175
GUOTAI          JUNAN
SECURITIES(HONGKONG)                                    2,072,510      Domestically listed foreign share                   2,072,510
LIMITED
Liu Xiuhuang                                            2,021,307      Domestically listed foreign share                   2,021,307
Gao Lingyun                                             1,932,900      Domestically listed foreign share                   1,932,900


                                  It is unknown that whether the top ten shareholders with unrestricted conditions exist a
Explanation on shareholders       relationship and whether they are the consistent actionist in the provision of Management Measure
                                  of Information Disclosure on Change of Shareholding for Listed Companies



III. Significant events
(I) Particulars about material changes in items of main accounting statement and financial
index, and explanations of reasons
√Applicable       □Not applicable
1. Note receivable: increase 665.92% over that of period-begin, mainly because the acceptance bill received from clients for
settlement increased in subsidiary Emmelle
2. Account receivable: decrease 48.17% over that of period-begin, mainly because accounts for goods are recover by subsidiary
Emmelle
3. Account paid in advance: decrease 39.69% over that of period-begin mainly due to the business settlement from subsidiary
Emmelle
4. Inventory: increase 305.94% over that of period-begin, mainly because more stock for sales peak season in subsidiary Emmelle
5. Account received in advance: increase 190.24% over that of period-begin, mainly because the good account for peak season
received in advance by subsidiary Emmelle increased
6. Wages payable: decrease 61.56% over that of period-begin, mainly because the wages payable withdrawal in last period have been
paid in this period
7. Financial expense: increase 140.36% y-o-y at this period (January-September), mainly because more exchange income generated
from variation of exchange rate at same period of last year while gains less changes in this period
8. Losses of assets impairment: decrease 102.51% y-o-y at this period (January-September), mainly because the impairment
provision withdrawal at same period of last increased
9. Non-operating income: decrease 99.81% y-o-y at this period (January-September), mainly because at same period of last year, the
interest accrual by Shengrun and part of the accrual liability are reckoned into non-operating income, regulated by the rule from
Court
10. Net profit: decrease 320.12% y-o-y at this period (January-September), mainly because the exchange rate shows a stable
condition in this period; and more exchange income generated from variation of exchange rate at same period of last year; as well as,
after implementation of reorganization plan for Shengrun by the Court at same period of last year, the accrual interest and part of the



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          Shenzhen China Bicycle Company (Holdings) Limited                The Third Quarterly Report for 2012 (Full Text)


accrual liability are reckoned into non-operating income by the Company
(II) Progress of significant events, their influences, and analysis and explanation of their
solutions
1. Qualified opinion
√Applicable □ Not applicable
Shenzhen Pengcheng Certified Public Accountants Co., Ltd. offered 2011 Financial Report with the disclaimer of
opinion.
The Board of Directors agreed the 2011 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 2011, 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 181,975,338.48, and principal of loans
which haven’t been replied totaled to RMB226, 142,959.88, so it was not available to confirm influence on financial
statement by financial debt.

Differences of recognization of interest found more details in Note X of the audited financial report of 2011.
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) 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 119,102,157.65. 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


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         Shenzhen China Bicycle Company (Holdings) Limited               The Third Quarterly Report for 2012 (Full Text)



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 2011 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 Guosheng Energy Investment and Development Co., Ltd raised up. Besides, Guosheng
Energy Company agreed to stop accounting RMB 33.6249 million of loan interests in 2011. This item of interests
won’t be received in future years. Previously, Guosheng Energy Company agrees to stop calculating loan interest
from 2007 to 2010. In March 2012, Guosheng Energy Company reply a letter to state that agrees to stop
calculating loan interest for year of 2012 (approximately as RMB 33 million), the interest will no received in later
years.

The Civil Written Order (2012) SZF BZi No.: 30 was made by Shenzhen Intermediate People’s Court dated 12
October 2012, which accepted the reorganization application from Guosheng Energy Investment Development
Co., Ltd on Shenzhen China Bicycle Company (Holdings) Limited.

2 Particular about fund offers to controlling shareholders or associated parties and external
guarantee that against the regulation.
□Applicable          √Inapplicable


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         Shenzhen China Bicycle Company (Holdings) Limited                    The Third Quarterly Report for 2012 (Full Text)



3 Particular about signing and implementation on significant contracts of ordinary
management
□Applicable       √Inapplicable
4 Others
√Applicable         □Inapplicable
1. Reorganization application:
The largest shareholder and creditor of the Company Shenzhen Guosheng Energy Investment Development Co.,
Ltd submit application to Shenzhen Intermediate People’s Court dated 11 May 2012; request for ruling
reorganization on Shenzhen China Bicycle Company (Holdings) Limited.
The Civil Written Order (2012) SZF BZi No.: 30 was made by Shenzhen Intermediate People’s Court dated 12
October 2012, which accepted the reorganization request from Guosheng Energy Investment Development Co.,
Ltd on Shenzhen China Bicycle Company (Holdings) Limited. Shares of the Company will be suspended on 15
October 2012 under the 13.2.6 and 13.2.7 of Listing Rules; and continues to suspend with effect from 16 October
2012 to 20 trading days till the Order made by the Court in aspect of reorganization, on which resumption of
trading will apply to Shenzhen Stock Exchange by the Company. To remind majority of investors, in suspension
period, the Company force to suspend under regulations of Listing Rules or bears risks of declaration of
bankruptcy liquidation due to (fail in reorganization plan), regulated in Law of the People’s Republic of China on
Enterprise Bankruptcy; shares of the Company will face listing termination while bankruptcy liquidation
declaration.

2. Free of interest calculation:
On 9 March 2012, the Company received Reply to Letter about Applying for Stopping Calculating 2012 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 2012 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. The above debt was reference to
the RMB loan interest rate annually 7.74%, released by People’s Bank of China at end of December 2007 (after
year-end of 2007, the Company will not reduced the withdrawal interest rate by stable principle) and latest USD
loan interest rate annually 8.13% release for interest withdrawal predicted. Therefore, the interest for whole year
of 2012 amounting to RMB 33 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.

(III) Commitments made by the Company or shareholders holding above 5% shares of the
Company in reporting period or extending to reporting period.
√Applicable           □Not applicable
                                                                                    Commitment Commitment Implementa
               Commitments                    Accepter            Contents
                                                                                       date       term       tion
                                                        The original
                                                        non-circulated shares are
                                                        not available for trading or
                                                        transfer in 12 months since
                                            Shenzhen    Reform implemented;
                                            Guosheng    after the aforesaid period
                                            Energy      expired, original
                                                                                                                 Abided the
                                            Development shareholders with over 5%
Commitments for Share Merger Reform                                                  2006-12-29                  commitmen
                                            Co., Ltd,;  of non-circulated shares
                                                                                                                 ts
                                            Zhuorun     held can list the share on
                                            Technology Shenzhen Stock
                                            Co., Ltd.   Exchange; the proportion
                                                        of sold shares should be
                                                        over 5% within 12 months
                                                        and no more 10% deal in
                                                        24 months.
Commitments in report of   acquisition or
equity change




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          Shenzhen China Bicycle Company (Holdings) Limited                  The Third Quarterly Report for 2012 (Full Text)



Commitments in assets replacement
Commitments made in issuing
Other commitments for medium and small
shareholders
Completed on time or not                     □Yes □No √Not applicable
Detail reasons for un-complement and further
plan
Whether made a promise to horizontal
competition and related transactions that    □Yes □No √Not applicable
resulted or not
Solution term promised
Solution way
Complementation


(IV) Estimation of operation performance for year of 2012

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

(V) Particulars about other significant events which needed explanations
1. Particular about security investment
□Applicable          √Not applicable

2. Particulars about derivatives investment

□Applicable                √Not applicable

3. Particulars about the positions of derivatives investment at the end of report period

□Applicable         √Not applicable
4. Registration form of receiving research, communication and interview in the report period

                                                                                        Content discussed and
       Date               Place              Way                Type         Object
                                                                                         documents provided
                                      Communication                         Tradable Progresses of restructuring of
In report period        Company
                                       s by telephone
                                                              Person
                                                                           shareholder      the Company

5. Corporate bond issuance

Whether corporate bond issued or not
□ Yes √ No

IV. Appendix

(I) Financial statement

Whether consolidated statement or not:
√ Yes □ No □ Not applicable



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           Shenzhen China Bicycle Company (Holdings) Limited                The Third Quarterly Report for 2012 (Full Text)



Unless otherwise, currency for this statement refers to CNY (RMB)
1. Consolidated Balance Sheet
Prepared by Shenzhen China Bicycle Company (Holding) Limited
                                                                                                             Unit: RMB
                       Items                      Balance at period-end                  Balance at period-begin
Current assets:
Monetary funds                                                     28,679,704.82                            24,546,601.39
Settlement provisions
Capital lent
Transaction finance asset
Notes receivable                                                    7,659,203.50                              1,000,000.00
Accounts receivable                                                 2,005,843.01                              3,869,919.58
Accounts paid in advance                                              958,208.13                              1,588,743.08
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance receivable
Interest receivable
Dividend receivable
Other receivables                                                  21,580,471.02                            25,193,546.89
Purchase restituted finance asset
Inventories                                                        58,091,706.17                            14,310,428.28
Non-current asset due within one year
Other current assets
Total current assets                                              118,975,136.65                            70,509,239.22
Non-current assets:
Granted loans and advances
Finance asset available for sales
Held-to-maturity investment
Long-term account receivable
Long-term equity investment                                         2,619,840.50                              2,619,840.50
Investment real estate                                             21,657,785.32                            22,763,296.78
Fixed assets                                                       13,119,283.94                            15,262,689.21
Construction in progress
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets                                                  23,944,418.69                            24,591,565.22
Expense on Research and Development
Goodwill
Long-term expenses to be apportioned
Deferred income tax asset
Other non-current asset
Total non-current asset                                            61,341,328.45                            65,237,391.71
Total assets                                                      180,316,465.10                           135,746,630.93
Current liabilities:
Short-term loans                                                  359,447,400.23                           359,993,573.29



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           Shenzhen China Bicycle Company (Holdings) Limited                The Third Quarterly Report for 2012 (Full Text)



Loan from central bank
Absorbing deposit and interbank deposit
Capital borrowed
Transaction financial liabilities
Notes payable
Accounts payable                                                 142,809,682.12                            116,792,484.21
Accounts received in advance                                      45,909,329.17                             15,817,538.51
Selling financial asset of repurchase
Commission          charge   and    commission
payable
Wage payable                                                       1,573,897.10                               4,093,942.70
Taxes payable                                                     92,785,316.15                             98,407,104.67
Interest payable                                                 229,615,178.99                            207,999,625.50
Dividend payable
Other accounts payable                                           391,235,745.80                            394,804,850.78
Reinsurance payables
Insurance contract reserve
Security trading of agency
Security sales of agency
Non-current liabilities due within 1 year                        454,632,796.74                            452,026,831.88
Other current liabilities                                          2,350,950.07                               2,437,393.95
Total current liabilities                                      1,720,360,296.37                          1,652,373,345.49
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
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities                                    166,212,952.92                            166,212,952.92
Total liabilities                                              1,886,573,249.29                          1,818,586,298.41
Owner’s equity (or shareholders’ equity):
Paid-up capital (or share capital)                               551,347,947.00                            551,347,947.00
Capital public reserve                                           485,488,492.63                            460,757,567.84
Less: Inventory shares
Reasonable reserve
Surplus public reserve                                            32,673,227.01                             32,673,227.01
Provision of general risk
Retained profit                                                -2,775,793,726.04                        -2,727,618,409.33
Balance difference of foreign currency
translation
Total owner’s equity attributable to parent
                                                               -1,706,284,059.40                        -1,682,839,667.48
company
Minority interests                                                    27,275.21
Total owner’s equity(or shareholders’
                                                               -1,706,256,784.19                        -1,682,839,667.48
equity)
Total liabilities and owner’s equity(or                         180,316,465.10                            135,746,630.93



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           Shenzhen China Bicycle Company (Holdings) Limited                   The Third Quarterly Report for 2012 (Full Text)



shareholders’ equity)
Legal representative: Luo Guiyou
Person in charge of accounting works: Zhang Zebing
Person in charge of accounting institution: Sun Longlong

2. Balance Sheet of parent company
Prepared by Shenzhen China Bicycle Company (Holding) Limited
                                                                                                                Unit: RMB
                       Item                       Balance at period-end                     Balance at period-begin
Current assets:
Monetary funds                                                        155,655.84                                  561,283.08
Transaction finance asset
Notes receivable
Accounts receivable                                                       16,487.85                              1,014,896.60
Accounts paid in advance
Interest receivable
Dividend receivable
Other receivables                                                  51,381,897.05                               46,917,137.01
Inventories                                                         9,773,456.88                                 9,943,662.01
Non-current asset due within one year
Other current assets
Total current assets                                               61,327,497.62                               58,436,978.70
Non-current assets:
Finance asset available for sales
Held-to-maturity investment
Long-term account receivable
Long-term equity investment                                         2,619,840.50                                 2,619,840.50
Investment real estate                                             21,657,785.32                               22,763,296.78
Fixed assets                                                       12,806,946.03                               14,905,640.82
Construction in progress
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets                                                  23,944,418.69                               24,591,565.22
Expense on Research and Development
Goodwill
Long-term expenses to be apportioned
Deferred income tax asset
Other non-current asset
Total non-current asset                                            61,028,990.54                               64,880,343.32
Total assets                                                      122,356,488.16                              123,317,322.02
Current liabilities:
Short-term loans                                                  321,356,725.31                              321,902,898.37
Transaction financial liabilities
Notes payable
Accounts payable                                                  126,672,534.84                              126,706,858.84




                                                                                                                            10
           Shenzhen China Bicycle Company (Holdings) Limited                The Third Quarterly Report for 2012 (Full Text)



Accounts received in advance                                       10,664,592.85                            10,664,592.85
Wage payable                                                          836,321.55                              2,418,776.27
Taxes payable                                                      94,907,608.41                            95,009,521.54
Interest payable                                                  229,615,178.99                           207,999,625.50
Dividend payable
Other accounts payable                                            350,221,441.40                           351,172,801.22
Non-current liabilities due within 1 year                         454,632,796.74                           452,026,831.88
Other current liabilities                                           2,320,660.19                              2,320,660.19
Total current liabilities                                       1,591,227,860.28                         1,570,222,566.66
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
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities                                     166,212,952.92                           166,212,952.92
Total liabilities                                               1,757,440,813.20                         1,736,435,519.58
Owner’s equity (or shareholders’ equity):
Paid-up capital (or share capital)                                551,347,947.00                           551,347,947.00
Capital public reserve                                            485,488,492.63                           460,757,567.84
Less: Inventory shares
Reasonable reserve
Surplus public reserve                                             32,673,227.01                            32,673,227.01
General risk reserve
Retained profit                                                -2,704,593,991.68                        -2,657,896,939.41
Balance difference of foreign currency
translation
Total owner’s equity(or shareholders’
                                                               -1,635,084,325.04                         -1,613,118,197.56
equity)
Total liabilities and owner’s equity(or
                                                                  122,356,488.16                           123,317,322.02
shareholders’ equity)
Legal representative: Luo Guiyou
Person in charge of accounting works: Zhang Zebing
Person in charge of accounting institution: Sun Longlong

3. Consolidated Profit Statement (this report period)
Prepared by Shenzhen China Bicycle Company (Holding) Limited
                                                                                                             Unit: RMB
                        Item                      Amount in this period                   Amount in last period
I. Total operating income                                          85,519,151.89                            94,585,408.71
Including: Operating income                                        85,519,151.89                            94,585,408.71
Interest income
Insurance gained
Commission          charge     and   commission
income
II. Total operating cost                                          100,329,061.96                            98,803,541.53




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           Shenzhen China Bicycle Company (Holdings) Limited              The Third Quarterly Report for 2012 (Full Text)



Including: Operating cost                                       77,441,304.68                             87,994,118.59
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                                           131,857.34                                144,851.04
Sales expenses                                                   1,501,483.09                               1,545,634.13
Administration expenses                                          4,209,065.75                               5,057,987.40
Financial expenses                                              17,045,351.10                               4,060,950.37
Losses of 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     (Loss is listed with
                                                                -14,809,910.07                             -4,218,132.82
“-”)
Add: Non-operating income                                           11,806.76                                  89,639.90
Less: Non-operating expense                                         51,882.00                                201,565.00
Including: Disposal loss of non-current
asset
IV. Total Profit (Loss is listed with “-”)                    -14,849,985.31                             -4,330,057.92
Less: Income tax expense
V. Net profit (Net loss is listed with “-”)                   -14,849,985.31                             -4,330,057.92
Including: net profit realized before
consolidation by mergered party
Net profit attributable to owner’s of parent
                                                                -14,830,831.64                             -4,330,057.92
company
Minority shareholders’ gains and losses                            -19,153.67
VI. Earnings per share                                     --                                     --
i. Basic earnings per share                                           -0.0269                                    -0.0079
ii. Diluted earnings per share                                        -0.0269                                    -0.0079
VII. Other consolidated income
VIII. Total comprehensive income                                -14,849,985.31                             -4,330,057.92
Total consolidated income attributable to
                                                                -14,830,831.64                             -4,330,057.92
owners of parent company
Total consolidated income attributable to
                                                                    -19,153.67
minority shareholders
The merger realized net profit RMB 0.00 before consolidation during enterprises consolidation under a same
control.
Legal representative: Luo Guiyou
Person in charge of accounting works: Zhang Zebing
Person in charge of accounting institution: Sun Longlong




                                                                                                                       12
           Shenzhen China Bicycle Company (Holdings) Limited                   The Third Quarterly Report for 2012 (Full Text)



4. Profit Statement of parent company (this report period)
Prepared by Shenzhen China Bicycle Company (Holding) Limited
                                                                                                                Unit: RMB
                     Items                        Amount in this period                      Amount in last period
I. Operating income                                                 7,441,427.86                                 7,762,307.50
Less: operating cost                                                2,192,946.36                                 3,967,487.95
Operating tax and extras
Sales expenses
Administration expenses                                             2,151,763.91                                 4,494,611.95
Financial expenses                                                 17,078,246.50                                 4,077,725.67
Losses of 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
II. Operating profit (Loss is listed with
                                                                  -13,981,528.91                                -4,777,518.07
“-”)
Add: Non-operating income                                                 11,806.76                                  52,539.90
Less: Non-operating expense                                               51,882.00                               201,565.00
Including: Disposal loss of non-current
asset
III. Total Profit (Loss is listed with “-”)                     -14,021,604.15                                -4,926,543.17
Less: Income tax expense
IV. Net profit (Net loss is listed with “-”)                    -14,021,604.15                                -4,926,543.17
V. Earnings per share                                      --                                          --
i. Basic earnings per share                                                 -0.0254                                    -0.0089
ii. Diluted earnings per share                                              -0.0254                                    -0.0089
VI. Other consolidated income
VII. Total comprehensive income                                   -14,021,604.15                                -4,926,543.17
Legal representative: Luo Guiyou
Person in charge of accounting works: Zhang Zebing
Person in charge of accounting institution: Sun Longlong

5. Consolidated profit statement (year-begin to end of this period)

Prepared by Shenzhen China Bicycle Company (Holding) Limited
                                                                                                                Unit: RMB
                     Item                         Amount in this period                      Amount in last period
I. Total operating income                                         198,705,238.09                             231,123,003.96
Including: Operating income                                       198,705,238.09                              231,123,003.96
Interest income
Insurance gained
Commission       charge      and   commission
income
II. Total operating cost                                          246,871,461.58                              256,930,510.68
Including: Operating cost                                         178,651,546.25                              214,702,620.88
Interest expense
Commission       charge      and   commission
expense




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           Shenzhen China Bicycle Company (Holdings) Limited                   The Third Quarterly Report for 2012 (Full Text)



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                                              215,423.85                                  282,907.19
Sales expenses                                                      3,960,104.24                                 4,258,341.68
Administration expenses                                            13,810,330.69                               16,158,517.60
Financial expenses                                                 50,249,645.42                               20,906,323.68
Losses of devaluation of asset                                        -15,588.87                                  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
                                                                  -48,166,223.49                               -25,807,506.72
“-”)
Add: Non-operating income                                                 92,063.99                            47,925,039.19
Less: Non-operating expense                                               73,882.00                               234,535.00
Including: Disposal loss of non-current
asset
IV. Total Profit (Loss is listed with “-”)                      -48,148,041.50                               21,882,997.47
Less: Income tax expense
V. Net profit (Net loss is listed with “-”)                     -48,148,041.50                               21,882,997.47
Including: net profit realized before
consolidation by mergered party
Net profit attributable to owner’s of parent
                                                                  -48,175,316.71                               21,882,997.47
company
Minority shareholders’ gains and losses                                  27,275.21
VI. Earnings per share                                     --                                          --
i. Basic earnings per share                                                 -0.0874                                    0.0397
ii. Diluted earnings per share                                              -0.0874                                    0.0397
VII. Other consolidated income
VIII. Total comprehensive income                                  -48,148,041.50                               21,882,997.47
Total consolidated income attributable to
                                                                  -48,175,316.71                               21,882,997.47
owners of parent company
Total consolidated income attributable to
                                                                          27,275.21
minority shareholders
The merger realized net profit RMB 0.00 before consolidation during enterprises consolidation under a same
control.
Legal representative: Luo Guiyou
Person in charge of accounting works: Zhang Zebing
Person in charge of accounting institution: Sun Longlong
6. Profit Statement of parent company (year-begin to end of this period)
Prepared by Shenzhen China Bicycle Company (Holding) Limited
                                                                                                                Unit: RMB
                     Items                        Amount in this period                      Amount in last period
I. Operating income                                                20,027,826.41                               19,203,398.33




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           Shenzhen China Bicycle Company (Holdings) Limited                   The Third Quarterly Report for 2012 (Full Text)



Less: operating cost                                                5,687,652.64                                 8,991,404.41
Operating tax and extras
Sales expenses
Administration expenses                                            10,742,399.64                               14,253,047.23
Financial expenses                                                 50,318,617.26                               20,941,104.24
Losses of devaluation of asset                                        -15,588.87                                  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
                                                                  -46,705,254.26                               -25,603,957.20
“-”)
Add: Non-operating income                                                 82,063.99                            47,887,939.19
Less: Non-operating expense                                               73,862.00                               234,535.00
Including: Disposal loss of non-current
asset
III. Total Profit (Loss is listed with “-”)                     -46,697,052.27                               22,049,446.99
Less: Income tax expense
IV. Net profit (Net loss is listed with “-”)                    -46,697,052.27                               22,049,446.99
V. Earnings per share                                      --                                          --
i. Basic earnings per share                                                 -0.0847                                      0.04
ii. Diluted earnings per share                                              -0.0847                                      0.04
VI. Other consolidated income
VII. Total comprehensive income                                   -46,697,052.27                               22,049,446.99
Legal representative: Luo Guiyou
Person in charge of accounting works: Zhang Zebing
Person in charge of accounting institution: Sun Longlong
7. Consolidated Cash Flow Statement (year-begin to end of this period)
Prepared by Shenzhen China Bicycle Company (Holding) Limited
                                                                                                                Unit: RMB
                     Item                         Amount in this period                      Amount in last period
I. Cash flows arising from operating
activities:
Cash received from selling commodities
                                                                  143,318,698.03                              148,757,594.21
and 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 received




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          Shenzhen China Bicycle Company (Holdings) Limited             The Third Quarterly Report for 2012 (Full Text)



Other cash received concerning operating
                                                               19,126,394.33                            17,667,411.55
activities
Subtotal of cash inflow arising from
                                                              162,445,092.36                           166,425,005.76
operating activities
Cash paid for purchasing commodities and
                                                              128,287,182.01                           133,255,608.57
receiving labor service
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                             12,637,357.39                            11,756,689.99
Taxes paid                                                      6,014,770.63                              6,478,226.69
Other cash paid concerning operating
                                                               11,248,011.92                            13,060,637.23
activities
Subtotal of cash outflow arising from
                                                              158,187,321.95                           164,551,162.48
operating activities
Net cash flows arising from operating
                                                                4,257,770.41                              1,873,843.28
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
                                                                        0.00                              2,017,500.00
activities
Cash paid for purchasing fixed, intangible
                                                                 124,666.98                                  60,750.83
and other long-term assets
Cash paid for investment
Net increase of mortgaged loans
Net cash received from subsidiaries and
other units
Other cash paid concerning investing
activities
Subtotal of cash outflow from investing
                                                                 124,666.98                                  60,750.83
activities
Net cash flows arising from investing
                                                                 -124,666.98                              1,956,749.17
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
                                                                        0.00                                      0.00
activities
Cash paid for settling debts
Cash   paid   for   dividend   and   profit



                                                                                                                     16
          Shenzhen China Bicycle Company (Holdings) Limited                  The Third Quarterly Report for 2012 (Full Text)



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
                                                                             0.00                                       0.00
activities
Net cash flows arising from financing
                                                                             0.00                                       0.00
activities
IV. Influence on cash and cash equivalents
due to fluctuation in exchange rate
V. Net increase of cash and cash
                                                                   4,133,103.43                                3,830,592.45
equivalents
Add: Balance of cash and cash equivalents
                                                                  24,546,601.39                              17,756,773.58
at the period -begin
VI. Balance of cash and cash equivalents at
                                                                  28,679,704.82                              21,587,366.03
the period -end
Legal representative: Luo Guiyou
Person in charge of accounting works: Zhang Zebing
Person in charge of accounting institution: Sun Longlong
8. Cash Flow Statement of parent company (year-begin to end of this period)
Prepared by Shenzhen China Bicycle Company (Holding) Limited
                                                                                                              Unit: RMB
                     Item                        Amount in this period                     Amount in last period
I. Cash flows arising from operating
activities:
Cash received from selling commodities
                                                                         6,015.00                                   5,550.00
and providing labor services
Write-back of tax received
Other cash received concerning operating
                                                                  12,168,751.85                              17,200,700.75
activities
Subtotal of cash inflow arising from
                                                                  12,174,766.85                              17,206,250.75
operating activities
Cash paid for purchasing commodities and
receiving labor service
Cash paid to/for staff and workers                                   834,257.90                                1,621,431.13
Taxes paid                                                         1,018,358.76                                2,975,854.20
Other cash paid concerning operating
                                                                  10,725,059.48                              12,567,638.41
activities
Subtotal of cash outflow arising from
                                                                  12,577,676.14                              17,164,923.74
operating activities
Net cash flows arising from operating
                                                                    -402,909.29                                    41,327.01
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,
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
                                                                             0.00                                       0.00
activities
Cash paid for purchasing fixed, intangible
                                                                         2,717.95                                  24,101.71
and other long-term assets
Cash paid for investment
Net cash received from subsidiaries and
other units




                                                                                                                          17
          Shenzhen China Bicycle Company (Holdings) Limited           The Third Quarterly Report for 2012 (Full Text)



Other cash paid concerning investing
activities
Subtotal of cash outflow from investing
                                                                  2,717.95                                 24,101.71
activities
Net cash flows arising from investing
                                                                 -2,717.95                                -24,101.71
activities
III. Cash flows arising from financing
activities
Cash received from absorbing investment
Cash received from loans
Cash received from issuing bonds
Other cash received concerning financing
activities
Subtotal of cash inflow from financing
                                                                      0.00                                      0.00
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
                                                                      0.00                                      0.00
activities
Net cash flows arising from financing
                                                                      0.00                                      0.00
activities
IV. Influence on cash and cash equivalents
due to fluctuation in exchange rate
V. Net increase of cash and cash
                                                               -405,627.24                                 17,225.30
equivalents
Add: Balance of cash and cash equivalents
                                                               561,283.08                                498,624.71
at the period -begin
VI. Balance of cash and cash equivalents at
                                                               155,655.84                                515,850.01
the period -end
Legal representative: Luo Guiyou
Person in charge of accounting works: Zhang Zebing
Person in charge of accounting institution: Sun Longlong

                                                                   Board of Directors of
                                                   Shenzhen China Bicycle Company (Holdings) Limited
                                                                       October 24, 2012




                                                                                                                   18