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 1 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 2 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 3 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 4 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 5 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 6 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 7 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 8 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 9 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 11 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 13 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 14 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 15 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