深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Shenzhen China Bicycle Company (Holdings) Limited
ANNUAL REPORT 2012
April 2013
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Section I. Important Notice, Contents and Paraphrase
Board of Directors, Supervisory Committee, all directors, supervisors and senior
executives of Shenzhen China Bicycle Company (Holdings) Limited (hereinafter
referred to as the Company) 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.
Luo Guiyou, Principal of the Company, Zhang Zebing, person in charger of
accounting works and Sun Longlong, person in charge of accounting organ
(accounting principal) hereby confirm that the Financial Report of 2012 Annual
Report is authentic, accurate and complete.
Other directors attended the board meeting on auditing the report except for the
following directors:
Position of absent Reason for absence Entrusted
Name of absent director
director
Kong Na Director On business Yang Fenbo
Cao Fang Director On business Li Hai
Li Bing Independent Director Personal reason Zhang Xinmiao
The Company has no plan of cash bonus, dividends and capitalizing of reserves
either.
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Paraphrase
Items Refers to Contents
Company, The Company, the Group Refers to SHENZHEN CHINA BICYCLE COMPANY(HOLDINGS) LIMITED
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Indication of major risks
I.On 24 October 2012, a “Civil Ruling Paper” (2012) Shen Zhong Fa Po Zi No. 30-1 was ruled
by Shenzhen Intermediate People’s Court for reorganization of the Company since 25
October 2012; King & Wood Mallesons (Shenzhen) and Shenzhen Zhengyuan Liquidation
Co., Ltd. was appointed as administrator for the Company. In accordance with regulation of
article 13.2.7 of Rules Governing the Listing of Stock on Shenzhen Stock Exchange, the stock
of the Company suspended since 13 November 2012, resumption should apply to Shenzhen
Stock Exchange by the Company till the reorganization plan was ruled by Shenzhen
Intermediate People’s Court. Vary reorganization works still in process recently. During
reorganization, the Company has suspended risk due to regulation of Listing Rules, or has
risks of declared bankrupt liquidation due to the reasons regulated pursuit to Enterprise
Bankruptcy Law of the People’s Republic of China; if the Company declared bankrupt
liquidation, stock of the Company will at risk of de-listing. Majority investors are advice to
exercise rational investment with risks attention.
II. Owing to the negative amount of audited closing net assets for year of 2012, accounting
statement of the Company was issued an audit report with disclaimer of opinion, in
accordance with relevant regulations of Rules Governing the Listing of Stocks on Shenzhen
Stock Exchange (Revised in 2012), the Company will has warning of delisting risk
implemented. Since bankruptcy reorganization implemented from 25 October 2012 ruled by
Shenzhen Intermediate People’s Court, stock of the Company was implemented risk warning
and suspended, therefore the Company continues to implemented warning of delisting risk.
If the audited net assets at period-end for year of 2013 continues to be negative, or the audit
report continues to be issued with disclaimer of opinion or adverse opinion, the stock of the
Company will suspend according to the Rules Governing the Listing of Stocks on Shenzhen
Stock Exchange.
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Section II Company profile
I. Company information
*ST ZHONGHUA – A,
Short form of the stock Stock code 000017, 200017
*ST ZHONGHUA – B
Stock exchange for listing Shenzhen Stock Exchange
Name of the Company (in
深圳中华自行车(集团)股份有限公司
Chinese)
Short form of the Company
深中华
(in Chinese)
Foreign name of the
SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED
Company(if applicable)
Short form of foreign name of
CBC
the Company(if applicable)
Legal representative Luo Guiyou
Registrations add. No. 3008, Buxin Rd., Shenzhen, Guangdong Province
Code for registrations add 518019
Zhonghua Industrial Park, Yousong Industrial Zone, Longhua, Shenzhen, Guangdong Province,
Offices add.
China
Codes for office add. 518131
Company’s Internet Web Site www.cbc.com.cn
E-mail cbc@szcbc.com
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Sun Longlong Cui Hongxia
Zhonghua Industrial Park, Yousong Zhonghua Industrial Park, Yousong
Contact add. Industrial Zone, Longhua, Shenzhen, Industrial Zone, Longhua, Shenzhen,
Guangdong Province, China Guangdong Province, China
Tel. 0755-28181666 0755-28181666
Fax. 0755-28181009 0755-28181009
E-mail dmc@szcbc.com dmc@szcbc.com
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
III. Information disclosure and preparation place
Newspaper appointed for information disclosure Securities Times; Hong Kong Commercial Daily
Website for annual report publish appointed by
Juchao Website : www.cninfo.com.cn
CSRC
Preparation place for annual report Secretariat of the Board of Directors
IV. Registration changes of the Company
Registration NO. for
No. of taxation
Date for registration Place for registration enterprise legal Organization code
registration
license
State Revenue Shen
Zi No.:
Shenzhen, QGYSZF Zi No. 440301618830452;
Initial registration 1984-08-24 61883045-2
Guangdong Province 101165 Shen Local Tax
Deng Zi No.:
440303618830452
State Revenue Shen
Zi No.:
Registration at end Shenzhen, 440301618830452;
2012-12-31 440301501122085 61883045-2
of report period Guangdong Province Shen Local Tax
Deng Zi No.:
440303618830452
Changes of main business since listing (if
No changes
applicable)
1. In March 1992, the Stock of the Company was listed in Shenzhen Stock Exchange,
and 23.28% equity of the Company was held by Shenzhen Lionda Holding Co., Ltd.
and Hong Kong Dahuan Bicycle Co., Ltd respectively. 2. In March 2002, legal shares
13.58% A-stock of the Company was obtained by China Huarong Asset Management
Co., Ltd. through court auction, and became the first majority shareholder of the
Company. 3. On 13 November 2006, the 65,098,412 legal shears of CBC held by
Huarong Company was acquired by Shenzhen Guosheng Energy Investment
Previous changes for controlling Development Co., Ltd. via the “Equity Transfer Agreement” signed, and first majority
shareholders (if applicable) of the Company comes to Guosheng Energy. Guosheng Energy is the wholly-owned
subsidiary of National Investment, actual controller was Zhang Yanfeng. 4. In January
2011, controlling shareholder of Shenzhen Guosheng Energy Investment Development
Co., Ltd.—Shenzhen National Investment Development Co., Ltd. entered into equity
transfer agreement with Mr. Ji Hanfei, 100% equity of Guosheng Energy was transfer
to Mr. Ji Hanfei with price of 70 million. Shenzhen Guocheng Energy Investment
Development Co., Ltd. Shenzhen Guosheng Energy Investment Development Co., Ltd.
holds 65,098,412 A-stock of the Company with 11.81% in total share capital of the
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Company.
V. Other relevant information
CPA engaged by the Company
Name of CPA Crowe Horwath China CPA (LLP)
Offices add. for CPA 4/F, Tower 2, No.16 XiSihuanZhongLu, Haidian District, Beijing, P.R.C
Signing Accountants Chen Songbo, Ren Weixing
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
√ Applicable □ Not applicable
Continuous supervision
Name of sponsor Offices add. for sponsor Name of sponsor deputy
period
15F, Tower B, Jiangsu Building, Yitian Rd.,
Zhongshan Securities Co., Ltd. Cui Lei 2012
Futian District, Shenzhen, P.R.C
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Section III. Accounting data and summary of financial indexes
I. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes √□ No
Changes over last year
2012 2011 2010
(%)
Operating income (RMB) 292,827,026.55 321,043,570.34 -8.79% 299,027,279.43
Net profit attributable to
shareholders of the listed -52,443,234.29 39,720,901.46 -232.03% 64,477,414.44
company(RMB)
Net profit attributable to
shareholders of the listed company
-55,517,844.94 -12,879,894.99 331.04% -44,590,962.46
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
-7,026,573.55 348,907.64 -2,113.88% 6,495,860.32
operating activities(RMB)
Basic earnings per share
-0.0951 0.072 -232.08% 0.1169
(RMB/Share)
Diluted earnings per share
-0.0951 0.072 -232.08% 0.1169
(RMB/Share)
Changes over end of
End of 2012 End of 2011 End of 2010
last year (%)
Total assets (RMB) 162,649,076.30 135,746,630.93 19.82% 138,158,078.89
Net assets attributable to
shareholder of listed company
(Owners’ equity attributable to -1,709,451,256.41 -1,682,839,667.48 1.58% -1,756,185,442.87
shareholder of listed company )
(RMB)
II. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
Unit: RMB
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed
company company
Amount at
Amount in this period Amount in last period Amount at period-end
period-begin
Chinese GAAP -52,443,234.29 39,720,901.46 -1,709,451,256.41 -1,682,839,667.48
Items and amount adjusted by IAS
2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
Unit: RMB
Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed
company company
Amount at
Amount in this period Amount in last period Amount at period-end
period-begin
Chinese GAAP -52,443,234.29 39,720,901.46 -1,709,451,256.41 -1,682,839,667.48
Items and amount adjusted by foreign accounting rules
Nil
3. Reasons for the differences of accounting data under accounting rules in and out of China
Nil
III. Items and amounts of extraordinary profit (gains)/loss
Unit: RMB
Item Amount in 2012 Amount in 2011 Amount in 2010 Note
Gains/losses from the disposal of
non-current asset (including the write-off 14,781,833.16 -1,479.48
that accrued for impairment of assets)
Gains/losses from debt reorganization 138,684,786.64
Other non-operating income and expenditure
3,074,610.65 49,869,741.11 1,147,945.28
except for the aforementioned items
Other loss/profit qualified definition of
4,560,000.00
extraordinary profit and loss
Impact on income tax 16,610,777.82 30,762,875.54
Total 3,074,610.65 52,600,796.45 109,068,376.90 --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable √ Not applicable
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Section IV. Report of the Board of Directors
I. Introduction
In 2012, continuously influenced by the debt crisis in Europe and America, international economic situation kept
being complicated and severe, domestic macro-control measures were incessant, the overall level of price of
commodities kept rising, household consumption custom tended to be prudent, and the manufacturing industry
was affected a lot. Also, the market competition became even fiercer, and the business environment of the
Company was very bad. In October of 2012, the court ruled the Company to enter the reorganization procedures.
Under the above-mentioned special operation background, the Company has operated in order, and the operating
business of the Company has overall kept stable development via the endeavor of the board of directors,
management team and the staff; under the circumstance that the operating income has slightly declined compared
to the last year, the gross operating profits have stably increased by adjusting the product structure, strictly
controlling the costs and expenses. The stable development of the operating business has supported the advance of
the reorganization of the Company, and the reorganization is under way now.
II. Main business analysis
1. Introduction
2012 (in ten 2011 (in ten y-o-y Reasons for chanegs
Item thousand yuan) thousand yuan) changes
Operation income 29,282.70 32,104.36 -8.79% Sales of bicycle declined
Operation cost 26,428.12 29,744.83 -11.15% Sales of bicycle declined
Sales expenses 702.01 729.75 -3.80% same as last year with little down
Administration expenses 2,514.44 2,183.67 15.15% Reorganization expenses
Financial expenses 5,113.78 2,361.90 116.51% The Company has more foreign currency debts,
major exchange gains from obviously
appreciation of the Renminbi; RMB exchange
rate steadily in this year overall
Investment gains 456.00 Gains of disposal of equity of Guangnan
Motorcycle last year, no such investment items
in this year
Non-operation income 321.37 6,492.18 -95.05% Shenzhen Municipal Intermediate People's
Court ruled the corporation reorganization plan
of Sunrise Company was completed in 2011,
the Company reduced the original accrued debt
of 34.89 million yuan and estimated liabilities
of 12.88 million yuan, reckoned in the
non-operating income, and the Court sold the
Company’s house property at Huaqiangnan and
produced non-operating income of 13.17
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
million yuan. But the non-operating income
was less in 2012.
Net profit -5,212.66 3,972.09 -231.23% More exchange gains and non-operation
income obtained in last year
Net profit attributable to parent -5,244.32 3,972.09 -232.03% More exchange gains and non-operation
company income obtained in last year
Net cash flow from operation -702.66 34.89 -2113.93% Reorganization expenses paid in this year
activities
Net cash flow from investment -12.46 644.09 -101.93% Investment received from disposal of equity of
activities Guangnan Motorcycle in last year
Net cash flow from financing 3500.00 0 Reorganization start-up capital was paid in
activities advance from Guosheng Energy Company in
this year
Review and summarization on the progress of development strategy and operation plan disclosed in previous period during the
reporting period
The Company always devotes to the bankruptcy reorganization and achieves major progress in year of 2012; Shenzhen Intermediate
People’s Court has officially accepted the case and exercise into reorganization procedures.
Reasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year disclosed
□ Applicable √ Not applicable
2. Revenue
Explanation
Industries Item 2012 2011 Increase/decrease y-o-y
(%)
Sales volume 365,800 392,300 -6.76%
Bicycle, electric bicycle Production volume 371,600 377,000 -1.43%
Stock volume 26,800 21,000 27.62%
Whether income from physical sales larger than income from labors or not
□Yes √No
Material orders in hands
□ Applicable √ Not applicable
Material changes or adjustment for products or services of the Company in reporting period
□ Applicable √ Not applicable
Major sales of the Company
Total top five clients in sales (RMB) 232,180,069.80
Proportion in total annual sales volume for top five clients
79.34%
(%)
Information of top five clients of the Company
√ Applicable □ Not applicable
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Serial Name Sales (RMB) Proportion in total annual sales (%)
1 Client 1 118,060,432.20 40.34%
2 Client 2 42,615,351.90 14.56%
3 Client 3 28,697,459.00 9.81%
4 Client 4 25,983,096.20 8.88%
5 Client 5 16,823,730.50 5.75%
Total —— 232,180,069.80 79.34%
3. Cost
Industry classification
Unit: RMB
2012 2011
Industry Y-o-y changes
Item Ratio in operation Ratio in operation
classification Amount Amount (%)
cost (%) cost (%)
Bicycles Bicycles
manufacture and manufacture and
sales of sales of 251,645,509.84 98.01% 282,052,578.77 98.49% 0.48%
accessories and accessories and
fittings fittings
Lease Lease
5,122,133.15 1.99% 4,320,717.13 1.51% -0.48%
Management Management
Product classification
Unit: RMB
2012 2011
Product Y-o-y changes
Item Ratio in operation Ratio in operation
classification Amount Amount (%)
cost (%) cost (%)
OEM EV OEM EV 199,445,532.80 77.68% 226,119,813.08 78.96% -1.28%
OEM bicycle OEM bicycle 49,016,414.60 19.09% 49,331,916.01 17.23% 1.86%
CBC EV CBC EV 0% 1,009.04 0% 0%
CBC bicycle CBC bicycle 157,125.83 0.06% 118,576.45 0.04% 0.02%
Other Other 3,026,436.61 1.18% 6,481,264.19 2.26% -1.08%
Lease Lease
5,122,133.15 1.99% 4,320,717.13 1.51% 0.49%
Management Management
Note: main business of the Company –bicycle, adopts business mode of OEM, no differentiate items of raw materials, salary,
depreciation and energy ect
Main suppliers of the Company
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Total purchase amount from top five suppliers (RMB) 230,265,378.89
Proportion in total annual purchase amount for top five
90.18%
suppliers (%)
Information of top five suppliers of the Company
√ Applicable □ Not applicable
Proportion in total annual sum of purchase
Serial Name Sum of purchase (RMB)
(%)
1 Client 1 118,284,017.26 46.32%
2 Client 2 55,034,524.44 21.55%
3 Client 3 23,806,312.82 9.32%
4 Client 4 17,058,826.50 6.68%
5 Client 5 16,081,697.86 6.3%
Total —— 230,265,378.89 90.18%
4. Expenses
During the report period, the changes of selling expenses and administration expenses of the Company haven’t
reached 30% on a year-on-year basis, but the financial expenses have increased by 116.51% on a year-on-year
basis, which were mainly because the Company had the large amount of foreign currency liabilities, and the large
amount of exchange gains generated from the obvious appreciation of RMB to foreign currencies in 2011
deducted the financial expenses of the current year, but the RMB exchange rate was stable in 2012.
5. Cash flow
Unit: RMB
Item 2012 2011 Y-o-y changes (%)
Subtotal of cash in-flow from
209,862,967.20 219,700,186.79 -4.48%
operation activity
Subtotal of cash out-flow from
216,889,540.75 219,351,279.15 -1.12%
operation activity
Net cash flow from operation
-7,026,573.55 348,907.64 -2,113.88%
activity
Subtotal of cash in-flow from
6,577,500.00 -100%
investment activity
Subtotal of cash out-flow from
124,666.98 136,579.83 -8.72%
investment activity
Net cash flow from investment -124,666.98 6,440,920.17 -101.94%
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
activity
Subtotal of cash in-flow from
35,000,000.00
financing activity
Net cash flow from financing
35,000,000.00
activity
Net increased amount of cash
27,848,759.47 6,789,827.81 310.15%
and cash equivalent
Reasons for y-o-y relevant data with over 30% changes
√ Applicable □ Not applicable
The reason why the net cash flow generated by the operating activities reduced by 2,113.88% compared to the
previous year was because the company paid reorganization expenses in this year.
The reason why the cash inflow generated by investment activities reduced by 100% compared to the previous
year was because the Company disposed the stock rights of Konan Motor and took back the investments in last
year.
The reason why the net cash flow generated by investment activities reduced by 101.94% compared to the
previous year was because the Company disposed the stock rights of Konan Motor and took back the investments
in last year.
The net cash flow generated by financial activities was 35 million yuan, but no amount occurred compared to last
year, it was because Guosheng Energy Company paid the start-up capital for reforming in this year.
The reason why the net increase of cash and cash equivalents increased by 310.15% compared to the last year was
because Guosheng Energy Company paid the start-up capital for reforming in this year and the Company also
paid reforming expenses.
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
√ Applicable □ Not applicable
Supplementary information Amount in this period Amount at last period
1.Net profit adjusted to cash flow of operation activities:
Net profit -52,126,619.65 39,720,901.46
Add: assets impairment losses 98,924.25 -271,217.92
Depreciation of fixed assets, consumption of oil assets and depreciation 3,785,277.00 8,501,135.08
of productive biology assets
Amortization of intangible assets 862,862.04 862,862.04
Amortization of long-term deferred expenses - -
Loss from disposal of fixed assets, intangible assets and other long-term - -14,781,833.16
assets(gain is listed with “-”)
Loss of disposing fixed assets(gain is listed with “-”) - -
Loss from change of fair value(gain is listed with “-”) - -
Financial expenses (gain is listed with “-”) 25,831,645.36 23,665,689.88
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Investment loss (gain is listed with “-”) - -4,560,000.00
Decrease of deferred income tax asset( (increase is listed with “-”) - -
Increase of deferred income tax liability (decrease is listed with “-”) - -
Decrease of inventory (increase is listed with “-”) -3,301,769.57 35,083,214.07
Decrease of operating receivable accounts (increase is listed with “-”) -2,206,224.77 1,267,177.57
Increase of operating payable accounts (decrease is listed with “-”) 20,029,331.79 -41,368,614.15
Others - -47,770,407.23
Net cash flow arising from operating activities -7,026,573.55 348,907.64
2.Material investment and financing not involved in cash flow:
Liabilities converted to capital - -
Convertible bond expire in 1 year - -
Fixed assets leased through financing - -
3.Net change of cash and cash equivalents:
Balance of cash at period end 52,395,360.86 24,546,601.39
Less: Balance of cash at year-begin 24,546,601.39 17,756,773.58
Plus: Balance of cash equivalents at the period end - -
Less: Balance of cash equivalent at year-begin - -
Net increasing of cash and cash equivalents 27,848,759.47 6,789,827.81
III. Composition of main business
Unit: RMB
Increase/decrease
Increase/decrease Increase/decrease
Operating Gross profit ratio of operating
Operating cost of operating cost of gross profit
revenue (%) revenue y-o-y
y-o-y (%) ratio y-o-y (%)
(%)
According to industries
Bicycles
manufacture and
sales of 265,722,390.44 251,645,509.84 5.3% -10.23% -10.78% 0.58%
accessories and
fittings
Lease
2,398,572.07 5,122,133.15 -113.55% -2.46% 18.55% -37.84%
Management
According to products
OEM EV 210,501,591.13 199,445,532.80 5.25% -10.99% -11.8% 0.86%
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
OEM bicycle 51,856,029.98 49,016,414.60 5.48% -1.68% -0.64% -0.99%
CBC EV -6.3%
CBC bicycle 137,418.98 157,125.83 -14.34% 17.96% 32.51% -12.55%
Other 3,227,350.35 3,026,436.61 6.23% -51.47% -53.3% 3.68%
Lease
2,398,572.07 5,122,133.15 -113.55% -2.46% 18.55% -37.84%
Management
According to region
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on
latest one year’s scope of period-end
□ Applicable √ Not applicable
IV. Assets and liability analysis
1. Major changes of assets
Unit: RMB
End of 2012 End of 2011 Ratio
Ratio in total Ratio in total changes Notes of major changes
Amount Amount
assets (%) assets (%) (%)
Reorganization capital was paid in
Monetary fund 52,395,360.86 32.21% 24,546,601.39 18.08% 14.13% advance from Guosheng Energy
Company
Account Closing receivable from Emmelle
6,002,162.94 3.69% 3,869,919.58 2.85% 0.84%
receivable increased, subsidiary of the Company
Inventory 17,612,197.85 10.83% 14,310,428.28 10.54% 0.29%
Investment real
21,395,176.24 13.15% 22,763,296.78 16.77% -3.62%
estate
Long-term equity
2,619,840.50 1.61% 2,619,840.50 1.93% -0.32%
investment
Fix assets 12,970,199.73 7.97% 15,262,689.21 11.24% -3.27%
Closing note receivable from Emmelle
Note receivable 1,627,810.00 1% 1,000,000.00 0.74% 0.26%
increased, subsidiary of the Company
Closing prepayment from Emmelle
Prepayment 829,956.13 0.51% 1,588,743.08 1.17% -0.66%
decreased, subsidiary of the Company
2. Major changes of liability
Unit: RMB
2012 2011 Ratio Notes of major changes
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深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Ratio in total Ratio in total changes
Amount Amount
assets (%) assets (%) (%)
Short-term Total assets increased, than the ratio
355,796,107.93 218.75% 359,993,573.29 265.2% -46.45%
loans declined
3. Assets and liabilities measured by fair value
Unit: RMB
Changes of fair Accumulative
Amount at the Devaluation of Amount of
value changes of fair Amount of sale Amount in the
Items beginning withdrawing in purchase in the
gains/losses in value reckoned in the period end of period
period the period period
this period into equity
Financial assets
1.Financial
assets
measured by
fair value, and
its changes are
reckoned in 0.00 0.00 0.00 0.00 0.00
current
gains/losses(no
t including
derivative
financial asset)
2.Derivative
0.00 0.00 0.00 0.00 0.00
financial asset
3.Financial
assets available 0.00 0.00 0.00 0.00 0.00
for sales
Subtotal of
0.00 0.00 0.00 0.00 0.00
financial assets
Investment
0.00 0.00 0.00
property
Productive
biological 0.00 0.00 0.00
assets
Others 0.00 0.00 0.00 0.00 0.00
Aforementione
0.00 0.00 0.00 0.00 0.00
d total
Financial
0.00 0.00 0.00 0.00 0.00
liabilities
18
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Whether the attribute of the company’s major assets measurement has a lot changes in the reporting
□ Yes √ No
V. Investment analysis
1. Main subsidiaries and stock-jointly companies
Particular about main subsidiaries and stock-jointly companies
Main Operating Operating
Company Register Total assets Net Assets Net profit
Type Industries products or revenue profit
name capital (RMB) (RMB) (RMB)
service (RMB) (RMB)
Shenzhen
An Jule Property Property
RMB 2 -21,281,690 2,398,572.0 -3,821,28
Property Subsidiary managemen managemen 996,481.92 -3,821,281.71
million .52 7 1.71
Managemen t t
t Co., Ltd.
China
Trading and
Bicycle HK$ 0.02 -11,733.3
Subsidiary Bicycle manufactur 565,493.40 -739,399.91 0.00 -11,733.39
(Internation million 9
e
al) Co., Ltd.
China
Sales of
Bicycle
bicycles HK$ 5 15,496,178. -50,588,239 101,192.0
(Hong Subsidiary Bicycle 19,829.55 101,192.03
and million 40 .35 3
Kong) Co.,
accessories
Ltd.
Shenzhen Sales of
Emmelle bicycles RMB 2 36,420,021. 267,821,15 1,083,820
Subsidiary Bicycle 201,908.82 1,055,382.12
Industry and million 94 9.15 .13
Co., Ltd. accessories
Notes of main subsidiaries and stock-jointly companies
Two companies in H.K are closed down for many years without actual business, mainly refers to the exchange gains/losses and
expenses for company duration
Particular about subsidiaries obtained or disposed in report period
□ Applicable √ Not applicable
VI. Prospects on future development
(I) growing trend of the industry and the market competition pattern the Company is confronting
The Company has entered into the electric bicycle business scope since 2002. After the rapid development in a
few years ago, the growth of electric bicycle industry has obviously stagnated since 2007. As the rare earth
19
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
industry and battery industry strengthen the management, the supply for main parts such as motor and battery
becomes tense, which restricts the production of electric bicycle industry, moreover, the uncertainties of new
standards and its launch time of electric bicycle industry make some negative effects on the marketing of electric
bicycles. Meanwhile, the international and domestic prices of raw materials keep rising resulting in the high rising
of manufacturing costs and use costs, which seriously influences the market demand trend even the development
potential of the electric bicycle industry, and the industrial competition becomes fiercer.
(II) Future development opportunities and new annual business plan
1. Sell 0.21 million electric bicycles; sell 0.15 million bicycles. To ensure the realization of the targets, the
Company divides the annual targets into every distributor and every regional manager, adopts manager
responsibility system, requires the manager to follow month by month, and carries out rolling assessment.
2. Adjust the business strategy, move the core of business team further forward, take roots in front line of business,
timely communicate with clients information by face, strengthen the details management, start with the detailed
work, including propaganda, sales promotion, order, purchase, selling, shipment, calculation, and after-sale
service.
3. To ensure the realization of the targets, while closely following the first group (Shandong, Henan, Hebei,
Jiangsu), focus on the expansion of the second group including Yunnan, Sichuan, Guangxi and Xinjiang, and urge
them to prolong the network terminal construction. We not only need to actively follow and give pressure, but
need to adjust and directly adopt flat sales mode to strengthen the network construction. Furthermore, give proper
policy supports to the increase of branch for encouraging, such as rent subsidies of the new branches.
4. Positively explore new markets, focus on Guangdong, and follow the markets in remote and border areas and
newly-developed markets.
5. Continue to carry forward the work to enter and be stationed in the supermarket in East China markets. That is
focusing on Jiangsu and Shanghai, forge the Big East China area by taking Shanghai, Jiangsu, Zhejiang and Anhui
as the economic circle, unify the market operation, and gradually explore a new management concept.
6. Strengthen the follow-up of group purchase orders by cooperating with the government purchasing information
center.
7. To solve the ordering difficulties of small and medium-sized customers, intend to re-explore the transit
warehouse operation mode so as to better gradually advance the new thought of flattening network construction
operation to some markets.
8. Based on the expanding strategy of medium and high-grade bicycles, adopt network marketing, club
popularization and e-commerce online sales to explore a operation mode of focusing on product and brand
promotion.
9. Strengthen the propaganda and popularization of the products. In 2013, except for advertising on TV, focus on
utilizing club platform and network club to organize some special competitions for brand promotion. Make
propaganda leaflet, poster and small flags for the new products according to the release of new products.
Furthermore, publicize and promote the brand via some bicycle competitions (such as Tour of Qinghai Lake race
and Tour of Hainan race). Especially strengthen the cooperation with Qinghai Athletic Committee, and explore
new thought for brand promotion.
10. Further strengthen the after-sale services, and well complete the transformation of services.
11. During the reforming, continue to do a good job in leasing, strengthen the rent collection, and strive to reach
100% rent collection ratio.
12. Strengthen the assets management, maintain the assets safety, highlight the safety management of rental
20
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
property, avoid occurring safety responsibility safety accidents, eradicate potential safety hazard, and ensure the
normal operation of leasing business
2013 is a key year for the company’s reforming; the company will positively boost the reforming and strive to
develop the operation business by following the work division confirmed by the court and cooperating with the
custodian and other parties.
VII. Explanation of the Board of Directors on the “Qualified Opinion” of the report made by
the CPAs
Financial Report of the Company for year of 2012 was audited by Crowe Horwath China CPA (LLP) with
disclaimer of opinion issued. In according to regulation of Rules Governing the Listing of Stocks on Shenzhen
Stock Exchange, the specific explanations with events involved in audit report from the Board are:
Disclaimer of opinion from CPA:
1. CBC started reforming on 25th, Oct., 2012, tax administration, customs, finance, guarantees, suppliers, and
other creditors have declared financial claims to the custodian, up to the audit report date, the financial claims
declaration has amounted to RMB 3,453,252,904.97 yuan, the total amount of financial claims that the custodian
has confirmed and enrolled in The Form of Claims was 1,875,616,630.22 yuan, above-mentioned financial claims
declared by the creditors are different from the accounting and haven’t been ruled by the court, Crowe Horwath
China CPAs cannot confirm its effects on financial statements of China Bicycle Company.
2. Refer to the statement in Note X.: ended as 31 December 2012, total assets of CBC was 162,649,076.30 yuan,
total liability was 1,872,039,760.06 yuan while net assets was -1,709,390,683.76 yuan for serious insolvency
resulted with vary huge over due debts, taxes and lawsuit debts arising from external guarantee and overdue debts;
Being application from first majority shareholder and largest creditor of CBC, Shenzhen Guosheng Energy
Investment Development Co., Ltd, CBC was ruled to reorganize since 25 October 2012 by Shenzhen Intermediate
People’s Court. As to the end of audit reporting date, CBC still in process of reorganization without judge from
Shenzhen Intermediate People’s Court, Crowe Horwath China is unable to obtained complete-ness and properly
auditing evidence to guarantee whether it can improve the sustainable operational ability for China Bicycle.
Therefore, Crowe Horwath China fail to judge the appropriate-ness of the financial statement 2012 of CBC that
prepared under the sustainable hypothesis.
Specific explanation from the Board:
On 11th, May 2012, the largest shareholder and biggest creditor of the Company, Shenzhen Guosheng Energy
Investment and Development Co., Ltd. applied to Shenzhen Municipal Intermediate People's Court for reforming
the Company as the Company couldn’t pay off the matured debts and was seriously insolvent. On 12th, Oct., 2012,
Shenzhen Municipal Intermediate People's Court ruled to accept the application proposed by Guosheng Energy
according to (2012) Shenzhen Intermediate Court Po Zi No. 30 civil ruling. In late October, 2012, Shenzhen
Municipal Intermediate People's Court ruled to reform the Company since 25th, Oct., 2012 according to (2012)
21
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Shenzhen Intermediate Court Po Zi No. 30-1 civil ruling, appointed King & Wood (Shenzhen) Mallesons and
Shenzhen Zhengyuan Liquidation Affairs Co., Ltd. as the custodians of the Company. At the same time, Shenzhen
Municipal Intermediate People's Court made (2012) Shenzhen Intermediate Court Po Zi No. 30-1 written decision,
and approved the Company to manage property and business affairs by itself under the supervision of custodians
according to the law. After the Company entered bankruptcy reorganization procedures, in accordance with the
relevant regulations of Enterprise Bankruptcy Law of the People's Republic of China, the custodians started
creditor's rights declaring registration and examination, and the first meeting of creditors of the Company’s
reorganization case was presided over by Shenzhen Municipal Intermediate People's Court and convoked on 11th,
Dec., 2012. At present, the reforming is being advanced, the Company will solve the debt crisis via the reforming,
introduce strong recombination party, and transfuse high quality assets so as to recover the Company’s sustainable
operation ability and profitability and realize benign development of the Company.
VIII. Profit and dividend distribution
Establishment, implementation or adjustment of profit distribution policy especially the cash dividend policy during the reporting
period
To further complete and consummate the dividend policy and supervision mechanism of Shenzhen China Bicycle
Company (Holdings) Limited (hereinafter referred to as “Company”) and positively return to the shareholders, in
accordance with the provisions and spirit of “Notice to further implement the cash dividends in listed company”
of China Securities Regulatory Commission and “Notification about seriously implementing the notification to
further implement the issues related to cash dividends in listed companies” (Shenzhen Securities Bureau Zi
No.[2012]43) issued by Shenzhen Securities Regulatory Bureau and the provisions of relevant system of the
articles of association, the Company convoked the thirteenth (interim) meeting of the eighth board of directors on
30th, Jul., 2012, which considered and passed the motions about amending the articles of association and the rules
of procedures of the stockholders’ meeting, and special report on shareholders’ return plan, and relevant contents
of shareholders’ return plan in the next three years (2012-2014), the independent directors made independent
opinions which have been considered and adopted by the first extraordinary general meeting of 2012 convoked on
15th, Aug., 2012. The Company has implemented the profit distribution policy by strictly following the “Articles
of Association”, the establishment and implementation of cash dividend policy of the Company meet the
requirements of the provisions of “Articles of Association” and the resolutions of shareholders' meeting, the
Company thinks highly of the reasonable requests opinions of investors especially for the medium and small
investors, the shareholder return plan established with comprehensive consideration of the profitability of main
business and capital and debt condition of the company, sustainable development, shareholder return, external
financing environment has met the requirements of shareholders’ reasonable return on investment and the
company’s demands for long-term development and improved the completion of dividend decision and
supervision mechanism of the company.
Profits distribution plan and plan of converting capital reserve funds into capital stock during the report period meet the relevant
provisions of the articles of association.
22
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
The profit distribution plan and capitalization of capital reserve plan of the Company for the last three years (reporting period
included)
The Company has no bonus distributed and no capitalization of reserve in latest three years (reporting period included) either
Cash dividend in latest three years
Unit: RMB
Net profit attributable to Ratio in net profit attributable to
Amount for cash bonus (tax shareholders of listed company shareholders of listed company
Year for bonus shares
included) in consolidation statement for contained in consolidation
bonus year statement (%)
2012 0.00 -52,443,234.29 0%
2011 0.00 39,720,901.46 0%
2010 0.00 64,477,414.44 0%
The Company gains profits in reporting period and the retained profit of parent company is positive but no plan of cash dividend
proposed
□ Applicable √ Not applicable
IX. In the report period, reception of research, communication and interview
Contents discussed and
Time Place Way Type Reception
material provided
Telephone
Office of the Circulation Influence on the Company from
1 April 2012 to 31 July 2012 communicati Individual
Company shareholder delisting provision
on
Telephone
3 January 2012 to 31 December Office of the Circulation Progress of reorganization and
communicati Individual
2012 Company shareholder reforming
on
23
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Section V. Important Events
I. Significant lawsuits and arbitrations of the Company
□ Applicable √ Not applicable
No lawsuit or arbitration of the company in the annual.
Questioned from media
□ Applicable √ Not applicable
No media questioned for the Company in reporting period
II. Bankruptcy reorganization
On 11th, May, 2012, the largest shareholder and biggest creditor of the Company, Shenzhen Guosheng Energy
Investment and Development Co., Ltd. applied to Shenzhen Municipal Intermediate People's Court for reforming
the Company as the Company couldn’t pay off the matured debts and was seriously insolvent. On 12th, Oct., 2012,
Shenzhen Municipal Intermediate People's Court ruled to accept the application proposed by Guosheng Energy
according to (2012) Shenzhen Intermediate Court Po Zi No. 30 civil ruling. On 24th, Oct., 2012, Shenzhen
Municipal Intermediate People's Court ruled to reform the Company since 25th, Oct., 2012 according to (2012)
Shenzhen Intermediate Court Po Zi No. 30-1 civil ruling, appointed King & Wood (Shenzhen) Mallesons and
Shenzhen Zhengyuan Liquidation Affairs Co., Ltd. as the custodians of the Company. On the same day, Shenzhen
Municipal Intermediate People's Court made (2012) Shenzhen Intermediate Court Po Zi No. 30-1 written decision,
and approved the Company to manage property and business affairs by itself under the supervision of custodians
according to the law. After the Company entered bankruptcy reorganization procedures, in accordance with the
relevant regulations of Enterprise Bankruptcy Law of the People's Republic of China, the custodians started
creditor's rights declaring registration and examination, and the first meeting of creditors of the Company’s
reorganization case was presided over by Shenzhen Municipal Intermediate People's Court and convoked on 11th,
Dec., 2012. At present, the reforming is being advanced.
In the course of reforming, the Company exists the risks of being suspended according to the regulations of
“Listing Rules”, or being declared bankruptcy liquidation in accordance with the regulations of “Enterprise
Bankruptcy Law of the People's Republic of China” (Reforming plan failed); if the Company is declared
bankruptcy liquidation, the stock of the Company will face the risk of being delisted.
After entering bankruptcy reorganization procedures, under the supervision of court and custodians, the Company
always positively prepares the establishment of reforming plan draft. On 29th, Oct., 2012, Supreme People's Court
promulgated Colloquia Summary About Hearing Bankruptcy Reorganization Cases of Listed Companies”, raised
high demands for the debtor’s management plan included in reforming plan draft, especially for the administrative
approval related to the acquisition and reorganization, the Company should engage relevant organization to
establish data in accordance with the requirements of securities regulatory institution to serve as the necessary
24
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
documents for reforming plan draft and management plan. Our company concentrates the recent work on the
argumentation of above-mentioned items, especially on the selection of the reorganization party and the design of
acquisition and reorganization program. Except confirming the debtor’s management plan, the reforming plan
draft should confirm assets and liabilities on the reforming acceptance date, i.e. 12th, Oct., 2012, and those data
depend on asset appraisal result and review result of creditor's rights. Up to middle April of 2013, asset appraisal
result and review result of creditor's rights haven’t been completed yet, the Company has communicated with the
custodian, and submitted the custodian to coordinate asset evaluation agency to confirm the asset appraisal result,
complete the investigation of creditor's rights and apply for the court ruling confirmation.
In accordance with the provisions of Article 79 (2) of Enterprise Bankruptcy Law of the People's Republic of
China, if the debtor cannot submit reforming plan draft to People's Court and meeting of creditors within six
months since the People's Court rules the date of reforming, People's Court can rule to postpone three months if
the debtor makes request and has just causes. As the court ruled to reform Shenzhen China Bicycle (Group) Co.,
Ltd. since 25th, Oct., 2012, the Company estimates that it cannot formally submit reforming plan draft before 24th,
Apr., 2013, and submits extension request to Shenzhen Municipal Intermediate People's Court. On 22nd, Apr.,
2013, the Company has received (2012) Shenzhen Intermediate Court Po Zi No. 30-3 civil ruling of Shenzhen
Municipal Intermediate People's Court, which rules that the submission date of reforming plan draft delays to 25th,
Jul., 2013. At present, the establishment of reforming plan draft is underway.
III. Significant contracts and its implementation
1. Guarantees
In ten thousand yuan
Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries)
Guarante
Related Actual date of
Complete e for
Announcem happening
Name of the Guarantee Actual Guarantee Guarantee implemen related
ent (Date of
Company guaranteed limit guarantee limit type term tation or party
disclosure signing
not (Yes or
date agreement)
no)
Guangdong Sunrise Joint liability
1996-07-26 1,960 1996-07-26 1,960 4 months No No
Group Co., Ltd. assurance
Guangdong Sunrise Joint liability
1999-09-30 477.28 1999-09-30 477.28 12 months No No
Group Co., Ltd. assurance
Guangdong Sunrise Joint liability
1998-04-30 182 1998-04-30 182 11 months No No
Group Co., Ltd. assurance
Guangdong Sunrise Joint liability
1997-07-30 175 1997-07-30 175 7 months No No
Group Co., Ltd. assurance
Guangdong Sunrise Joint liability
1997-06-04 210 1997-06-04 210 8 months No No
Group Co., Ltd. assurance
25
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Gintian Industry Joint liability
1998-10-30 5,000 1998-10-30 5,000 6 months No No
(Group) Co., Ltd. assurance
Shenzhen Tianma Joint liability
1994-09-30 800 1994-09-30 800 12 months No No
Cosmetics Co., Ltd. assurance
Total actual occurred external
Total approving external
0 guarantee in report period 0
guarantee in report period (A1)
(A2)
Total actual balance of
Total approved external guarantee
0 external guarantee at the end 8,804.29
at the end of report period ( A3)
of report period (A4)
Guarantee of the Company for the subsidiaries
Guarante
Related Actual date of
Complete e for
Announcem happening
Name of the Guarantee Actual Guarantee Guarantee implemen related
ent (Date of
Company guaranteed limit guarantee limit type term tation or party
disclosure signing
not (Yes or
date agreement)
no)
Shandong
Huajiaming Joint liability
1997-09-03 8.31 1997-09-03 8.31 4 months No No
Economic and Trade assurance
Co., Ltd.
Joint liability
Zoria Pte Ltd 1996-03-25 7,808.7 1996-03-25 7,808.7 9 months No No
assurance
Total amount of approving Total amount of actual
guarantee for subsidiaries in occurred guarantee for
0 0
report period (B1) subsidiaries in report period
(B2)
Total amount of approved Total balance of actual
guarantee for subsidiaries at the guarantee for subsidiaries at
0 7,817.01
end of reporting period (B3) the end of reporting period
(B4)
Total amount of guarantee of the Company( total of two abovementioned guarantee)
Total amount of approving Total amount of actual
guarantee in report period 0 occurred guarantee in report 0
(A1+B1) period (A2+B2)
Total amount of approved Total balance of actual
guarantee at the end of report 0 guarantee at the end of report 16,621.3
period (A3+B3) period (A4+B4)
The proportion of the total amount of actually guarantee in the
-9.72%
net assets of the Company(that is A4+ B4)
Including:
Amount of guarantee for shareholders, actual controller and its
0
related parties(C)
The debts guarantee amount provided for the guaranteed parties
16,621.3
whose assets-liability ratio exceed 70% directly or indirectly(D)
Proportion of total amount of guarantee in net assets of the
0
Company exceed 50%(E)
Total amount of the aforesaid three guarantees(C+D+E) 16,621.3
Explanations on possibly bearing joint and several liquidating
N/A
responsibilities for undue guarantees
26
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Explanations on external guarantee against regulated
N/A
procedures
IV. Implementation of commitments
1. Commitments from the Company or shareholders (with over 5% shares held) in or continued to
reporting period
Dated for
Commitment Commitment Implementa
Commitments Contents commitme
party term tion
nt
Shenzhen The original non-circulated
shares are not available for
Guosheng trading or transfer in 12 months
Energy since Reform implemented; after
the aforesaid period expired, Obey the
Development original shareholders with over
Share Merger Reform 2006-12-29 commitmen
Co., Ltd,; 5% of non-circulated shares held
can list the share on Shenzhen ts
Zhuorun Stock Exchange; the proportion
Technology of sold shares should be over 5%
within 12 months and no more
Co., Ltd. 10% deal in 24 months.
Commitments in report of acquisition or
equity change
Commitments in assets reorganization
Commitments in initial public offering or
refinancing
other commitments to minority
shareholders of the Company
Completed on time or not Yes
Whether made a promise to horizontal
competition and related transactions that No
resulted or not
V. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm Crowe Horwath China CPA (LLP)
Remuneration for domestic accounting firm (in 10
50
thousand yuan)
Continuous life of auditing service for foreign
8
accounting firm
Name of domestic CPA Chen Songbo, Ren Weixing
Whether re-appointed accounting firms in this period or not
27
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
√Yes □No
Whether re-appointed accounting firms in auditing period or not
□ Yes √ No
Completed approval procedures while change accounting firms
√ Yes □ No
Explanation on re-appointment and changes of accounting firms
As Shenzhen Pengcheng Certified Public Accountants Co., Ltd. has merged with Crowe Horwath China CPAs
(LLP) and uses the name and brand of Crowe Horwath China CPAs. Meanwhile, as the Crowe Horwath China
CPAs possesses 1. Professional qualification related to securities and futures; 2. Good reputation, and no
significant audit quality problems and bad records occurred in the enterprise auditing services; 3. Standard and
perfect control system for service quality and risk control system, and sound internal fundamental management
system; the Company decides to engage Crowe Horwath China CPAs (LLP) as the audit institution as per the
proposal of audit committee of the board, and the employment term is one year, which is considered and adopted
by The Second Extraordinary General Meeting in 2012 convoked on 27th, Dec., 2012.
Appointment of internal control auditing accounting firm, financial consultant or sponsor
□ Applicable √ Not applicable
VI. Explanation from Supervisory Committee and Independent Directors (if applicable) for
“Qualified Opinion” from the CPA
Financial Report of the Company for year of 2012 was audited by Crowe Horwath China CPA (LLP) with
disclaimer of opinion issued. In according to regulation of Rules Governing the Listing of Stocks on Shenzhen
Stock Exchange, the specific explanations with events involved in audit report are express by the Board, specific
explanation on the agreement on the above said specific explanations:
Disclaimer of opinion from CPA:
1. CBC started reforming on 25th, October 2012, tax administration, customs, finance, guarantees, suppliers, and
other creditors have declared financial claims to the custodian, up to the audit report date, the financial claims
declaration has amounted to RMB 3,453,252,904.97 yuan, the total amount of financial claims that the custodian
has confirmed and enrolled in The Form of Claims was 1,875,616,630.22 yuan, above-mentioned financial claims
declared by the creditors are different from the accounting and haven’t been ruled by the court, Crowe Horwath
China CPAs cannot confirm its effects on financial statements of China Bicycle Company.
They considers that: on 11th, May 2012, the largest shareholder and biggest creditor of the Company, Shenzhen
Guosheng Energy Investment and Development Co., Ltd. applied to Shenzhen Municipal Intermediate People's
Court for reforming the Company as the Company couldn’t pay off the matured debts and was seriously insolvent.
On 12th, Oct., 2012, Shenzhen Municipal Intermediate People's Court ruled to accept the application proposed by
Guosheng Energy according to (2012) Shenzhen Intermediate Court Po Zi No. 30 civil ruling. In late October,
2012, Shenzhen Municipal Intermediate People's Court ruled to reform the Company since 25th, Oct., 2012
according to (2012) Shenzhen Intermediate Court Po Zi No. 30-1 civil ruling, appointed King & Wood (Shenzhen)
Mallesons and Shenzhen Zhengyuan Liquidation Affairs Co., Ltd. as the custodians of the Company. At the same
28
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
time, Shenzhen Municipal Intermediate People's Court made (2012) Shenzhen Intermediate Court Po Zi No. 30-1
written decision, and approved the Company to manage property and business affairs by itself under the
supervision of custodians according to the law. After the Company entered bankruptcy reorganization procedures,
in accordance with the relevant regulations of Enterprise Bankruptcy Law of the People's Republic of China, the
custodians started creditor's rights declaring registration and examination, and the first meeting of creditors of the
Company’s reorganization case was presided over by Shenzhen Municipal Intermediate People's Court and
convoked on 11th, Dec., 2012. At present, the reforming is being advanced, the Company will solve the debt crisis
via the reforming, introduce strong recombination party, and transfuse high quality assets so as to recover the
Company’s sustainable operation ability and profitability and realize benign development of the Company.
VII. Other material events
On 24 October 2012, a “Civil Ruling Paper” (2012) Shen Zhong Fa Po Zi No. 30-1 was ruled by Shenzhen
Intermediate People’s Court for reorganization of the Company since 25 October 2012; King & Wood Mallesons
(Shenzhen) and Shenzhen Zhengyuan Liquidation Co., Ltd. was appointed as administrator for the Company. In
accordance with regulation of article 13.2.7 of Rules Governing the Listing of Stock on Shenzhen Stock Exchange,
the stock of the Company suspended since 13 November 2012, and resumption should apply to Shenzhen Stock
Exchange by the Company till the reorganization plan was ruled by Shenzhen Intermediate People’s Court. Vary
reorganization works still in process recently. During reorganization, the Company has suspended risk due to
regulation of Listing Rules, or has risks of declared bankrupt liquidation due to the reasons regulated pursuit to
Enterprise Bankruptcy Law of the People’s Republic of China; if the Company declared bankrupt liquidation,
stock of the Company will at risk of de-listing.
Majority investors are advice to exercise rational investment with risks attention.
29
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in Shares
Before the Change Increase/Decrease in the Change (+, -) After the Change
Capitalizat
New
Proportion Bonus ion of Proportio
Amount shares Others Subtotal Amount
(%) shares public n (%)
issued
reserve
109,214,2 65,098,41
I. Restricted shares 19.81% 0 0 0 0 0 11.81%
30 2
1、State-owned shares 0 0% 0 0 0 0 0 0 0%
2. State-owned legal
0 0% 0 0 0 0 0 0 0%
person’s shares
65,098,41 65,098,41
3. Other domestic shares 11.81% 0 0 0 0 0 11.81%
2 2
Including: Domestic legal 65,098,41 65,098,41
11.81% 0 0 0 0 0 11.81%
person’s shares 2 2
Domestic natural person’s
0 0% 0 0 0 0 0 0 0%
shares
44,104,24 -44,104,24 -44,104,24
4. Foreign shares 8% 0 0 0 0 0%
6 6 6
Including: Foreign legal 44,104,24 -44,104,24 -44,104,24
8% 0 0 0 0 0%
person’s shares 6 6 6
Foreign natural person’s
0 0% 0 0 0 0 0 0 0%
shares
5. Senior executives’
11,572 0% 0 0 0 0 0 11,572 0%
shares
442,133,7 44,104,24 44,104,24 486,237,9
II. Unrestricted shares 80.19% 0 0 0 88.19%
17 6 6 63
193,773,3 44,104,24 44,104,24 237,877,6
1. RMB Ordinary shares 35.14% 0 0 0 43.14%
60 6 6 06
2. Domestically listed 248,360,3 248,360,3
45.05% 0 0 0 0 0 45.05%
foreign shares 57 57
3. Overseas listed foreign
0 0% 0 0 0 0 0 0 0%
shares
4. Others 0 0% 0 0 0 0 0 0 0%
551,347,9 551,347,9
III. Total shares 100% 0 0 0 0 0 100%
47 47
Reasons for share changed
Restricted stocks 44,104,246 shares of the Company has been release for listing dated 18 May 2012, a 8% in total share capital of the
30
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Company
Approval of share changed
□ Applicable √ Not applicable
Ownership transfer of share changed
Nil
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common
shareholders of Company in latest year and period
□ Applicable √ Not applicable
Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators
Nil
II. Particulars about shareholder and actual controller of the Company
1. Amount of shareholders of the Company and particulars about shares holding
Unit: Share
Total shareholders in reporting Total shareholders ended as the 5th trading day before
34,430 34,430
period annual report disclosed
Top ten shareholders (including shares held above 5% by shareholders)
Total Number of share
Changes Amount of Amount of
Proportion shareholders at pledged/frozen
Full name of Nature of
of shares in report restrict un-restrict shares
Shareholders shareholder the end of
held (%) State of
period shares held held Amount
report period share
Shenzhen Guocheng Domestic
Energy Investment non-State-ow
11.81% 65,098,412 37,531,015 27,567,397 0
Development Co., ned legal
Ltd. person
Zhuorun Technology Foreign legal
8% 44,104,246 0 44,104,246 0
Co., Ltd. person
Domestic
Zeng Ying 1.25% 6,894,257 0 6,894,257 0
nature person
Shenzhen Kangsheng Domestic
Investment non-State-ow
1.08% 5,972,500 0 5,972,500 0
Development Co., ned legal
Ltd. person
Jingchao Investment Foreign legal
0.91% 5,001,944 0 5,001,944 0
Co., Ltd. person
Domestic
Li Gaofeng 0.42% 2,293,241 0 2,293,241 0
nature person
Wang Haoyu Domestic 0.4% 2,221,933 0 2,221,933 0
31
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
nature person
Foreign nature
TANG JING YUAN 0.4% 2,213,175 0 2,213,175 0
person
GUOTAI JUNAN
Foreign legal
SECURITIES(HON 0.4% 2,208,017 0 2,208,017 0
person
GKONG) LIMITED
Domestic
Liu Xiuhuang 0.37% 2,061,707 0 2,061,707 0
nature person
Strategy investors or general
corporate comes to top 10
N/A
shareholders by rights issued (if
applicable)
Among the top ten shareholders the Company was unaware of whether there existed
Explanation on associated
associated relationship or whether there existed consistent actionist regulated in the
relationship among the aforesaid
Management Measure of Information Disclosure on Change of Shareholding for Listed
shareholders
Companies
Particular about top ten shareholders with un-restrict shares held
Amount of un-restricted shares held at Type of shares
Shareholders’ name
year-end (Note 4) Type Amount
RMB common
Zhuorun Technology Co., Ltd. 44,104,246 44,104,246
shares
Shenzhen Guocheng Energy Investment RMB common
27,567,397 27,567,397
Development Co., Ltd. shares
Domestically
Zeng Ying 6,894,257 listed foreign 6,894,257
shares
Shenzhen Kangsheng Investment Development RMB common
5,972,500 5,972,500
Co., Ltd. shares
RMB common
Jingchao Investment Co., Ltd. 5,001,944 5,001,944
shares
Domestically
Li Gaofeng 2,293,241 listed foreign 2,293,241
shares
RMB common
Wang Haoyu 2,221,933
shares
Domestically
TANG JING YUAN 2,213,175 listed foreign 2,213,175
shares
GUOTAI JUNAN SECURITIES(HONGKONG) 2,208,017 Domestically 2,208,017
32
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
LIMITED listed foreign
shares
Domestically
Liu Xiuhuang 2,061,707 listed foreign 2,061,707
shares
Expiation on associated relationship or Among the top ten shareholders the Company was unaware of whether there
consistent actors within the top 10 un-restrict existed associated relationship or whether there existed consistent actionist
shareholders and between top 10 un-restrict regulated in the Management Measure of Information Disclosure on Change of
shareholders and top 10 shareholders Shareholding for Listed Companies
Explanation on shareholders participate in
N/A
securities margin trading (if applicable)
2. Controlling shareholder of the Company
Corporation
Legal
Date
Controlling shareholder rep./person in Organization code Register capital Main business
established
charge of unit
Industry development,
domestic commerce,
Shenzhen Guocheng Energy
2005-04-2 materials supply and
Investment Development Ji Hanfei 440301105151303 RMB 70 million
6 sale (excluding
Co., Ltd.
specially run, controlled
and sold merchandises)
Equity of other
domestic/foreign listed
company with share
controlling and share N/A
participation by controlling
shareholder in reporting
period
Changes of controlling shareholder in reporting period
□ Applicable □Not applicable
3. Actual controller of the Company
Nature person
Whether obtained right of residence of other countries or
Actual controller Nationality
regions or not
Ji Hanfei P.R.C No
Profession and title in latest five years Legal person, executive director and GM of Shenzhen Guocheng Energy Investment
33
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Development Co., Ltd.
Listed company in and out of China
N/A
controlled in past decades
Changes of actual controllers reporting period
□ Applicable √ Not applicable
Property right and controlling relationship between the actual controller and the Company is as follow:
Ji Hanfei
100%
Shenzhen Guocheng Energy Investment Development Co.,
11.81%
Shenzhen China Bicycle Company (Holding) Limited
34
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Section VII. Particulars about Directors, Supervisors and Senior
Executives and Employees
I. Changes of shares held by directors, supervisors and senior executives
Increasing Decreasing
Shares Shares
shares held shares held
Working Start dated End date held at held at
Title Sex Age of office of office in this in this
Name status period-beg period-end
term term
period period
in (Share) (Share)
(Share) (Share)
Chairman Currently 2010-08-2 2013-08-2
Luo
of the M 49 0 0 0 0
Guiyou in office 6 5
board
Yang Currently 2010-08-2 2013-08-2
Director M 55 0 0 0 0
Fenbo in office 6 5
Director, Currently 2010-08-2 2013-08-2
Li Hai M 43 0 0 0 0
President in office 6 5
Yao Currently 2010-08-2 2013-08-2
Zhengwan Director M 37 0 0 0 0
g in office 6 5
Zhang Director, Currently 2010-08-2 2013-08-2
M 46 0 0 0 0
Zebing CFO in office 6 5
Currently 2010-08-2 2013-08-2
Cao Fang Director M 38 0 0 0 0
in office 6 5
Currently 2010-08-2 2013-08-2
Kong Na Director F 36 0 0 0 0
in office 6 5
Independe Currently 2010-08-2 2013-08-2
Cui Jun M 48 0 0 0 0
nt director in office 6 5
Chen Independe Currently 2010-08-2 2013-08-2
M 44 0 0 0 0
Shujun nt director in office 6 5
Zhang Independe Currently 2010-08-2 2013-08-2
F 44 0 0 0 0
Xinmiao nt director in office 6 5
Independe Currently 2010-08-2 2013-08-2
Li Bing F 37 0 0 0 0
nt director in office 6 5
Convener
of Currently 2011-06-2 2014-06-2
Xiao Yan M 44 0 0 0 0
supervisor in office 7 6
s
Zheng Supervisor Currently M 50 2011-06-2 2014-06-2 11,930 0 0 11,930
35
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Zhonghua in office 7 6
n
Tao Staff Currently 2011-06-0 2014-06-2
M 58 3,500 0 0 3,500
Hualiang Supervisor in office 7 6
Vice Currently 2010-10-2 2013-10-2
Xia Bofu M 42 0 0 0 0
President in office 6 5
Sun Secretary Currently 2012-05-1 2013-08-2
M 39 0 0 0 0
Longlong of Board in office 7 5
Total -- -- -- -- -- -- 15,430 0 0 15,430
II. Post-holding
Major working experience of directors, supervisors and senior executive at the present in latest five years
Mr. Luo Guiyou, born in 1963, graduated from Fudan University as a bachelor majoring in history. Since Mar. of
2007, he worked in Life Insurance Holding Co., Ltd, and successively took posts of general manager of
headquarter of personal insurance business, temporary committee of operation and management commission,
associate of general manager of headquarter and committee of marketing management commission. From Mar. of
2010 to Oct. of 2010, he was committee of marketing management commission in planning team in Guangdong
Branch of Life Insurance Holding Co., Ltd and charger of planning team of Guangdong Branch; now he takes
charge of chairman of the Board and legal representative of the Company.
Mr. Yang Fenbo, born in 1957, China senior economist with master degree of MBA and engineer, held the
position of minister of development department, concurrently minister of science and technology department,
assistant general manager, assistant to chairman, deputy chief engineer and chief engineer at Shenzhen Lionda
Group; took the chairman and concurrently general manager of Guangdong Sunrise Holding Co., Ltd.; now, he is
the chairman of Shenzhen Liona Group Co., Ltd.
Mr. Li Hai, born in 1969, graduated from Economic department of Shenzhen University in major of accounting;
he took the turns of deputy manager of finance department, chief supervisor associate of finance department,
secretary of the Board and vice president, etc. of the Company, and now is in charge of director and vice president
of the Company.
Mr. Yao Zhengwang, born in 1975, with bachelor degree of law, successively took the post of Supervisor of
Supervision Office, Deputy Manager of Sales Department, and Deputy Manager of Legal Affairs Department of
Shenzhen Guomin Investment Development Co. Ltd. and deputy general manager of Administration Center of
Compliant Risk Control, as well as director, secretary of the Board and convener of supervisory committee of
CBC; now he serves as director of the Company.
Mr. Zhang Zebing, born in 1966, master of economy major, non-professional membership of China Certified
Accountants Association and accountant. Since Aug. of 2004, he acted as charger of finance department of
planning team in Xinhua Insurance Holding Company, associate of general manager of finance department in
Sunshine Insurance Group Company, general manager of Audit & Supervision Department in Life Insurance
Holding Co., Ltd. and now he is director and CFO of the Company.
Mr. Cao Fang, born in 1974, master degree; since May of 2007, he took post of item manager of marketing and
management department in headquarter of Life Insurance, associate of general manager of marketing and
management headquarter as well as general manager of market and business department, he acted as member of
planning team of Life Insurance Branch in Guangdong. And subsequently served in strategy and development
center, Office of the Chairman, Supervision office; he serves as deputy GM of Shanghai Branch of Life Insurance
since March 2012
36
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Ms. Kong Na, born in 1976, master degree; From Sep. of 2005 to Apr. of 2010, he took post of Assistant Chief
Executive in Ruifude Health Insurance Holding Co., Ltd. From Apr. of 2010 till now, he is in charge of associate
of president in Yingkong Holding Co., Ltd.
Ms. Zhang Xinmiao, born in 1968, with bachelor degree, successively engaged legal affairs in the First
Engineering Bureau of Water Resources & Electric Power Department, Shenzhen Jinhu Law Firm, and
Guangdong Guanghe Law Firm. She obtained certification of lawyer issued by Ministry of Justice of People’s
Republic of China in 1994. From 1999 till 2008, she took the post of partnership lawyer of Guangdong Chuangji
Law Firm, and from 2008 till now, he has been the lawyer of Guangdong Shenzhen Jinniu Certified Public
Accountants Co., Ltd.
Mr. Cui Jun, born in1964, party member of CPC, doctor of engineering, master of law and a first-grade lawyer;
once he took posts of director of the 5th session of nationwide lawyers association, director of the 8th session of
Guangdong lawyer association, vice president of the 5th and the 6th session of Shenzhen lawyers association,
committee of international business commission of nationwide lawyers association, deputy director of law
business of intellectual property commission of Guangdong lawyers association and director of civil law business
commission of Guangdong lawyers association. And now he is director of Guangdong Xingchen Law Firm,
member of the CPPCC Shenzhen Committee, director of the 9th session of Guangdong lawyers association,
director of culture construction committee of Guangdong lawyers association, committee of law business of
intellectual property commission of nationwide lawyers association, executive vice president of Shenzhen Patent
Commission, vice president of Shenzhen promotion commission of creative design and intellectual property,
mediation expert of mediation center of China International economy and trade arbitration commission branch in
south China and arbitrator of Shenzhen arbitration commission.
Mr. Chen Shujun, born in1968, master of the Chinese University of Hong Kong, majoring in business
administration of finance, master of international accountant from City University of Hong Kong and he owes a
university degree from law school of Tsinghua University. And he is senior accountant, China Certified
Accountant, Chinese Certified Tax Agent, judicial authenticator and owes professional qualification of state laws;
he was the director of Guangdong Certified Accountants Association, expert of purchase center of Shenzhen
Government and the first batch of senior member of Shenzhen accountant institute. He once took post of auditor
and manager of Guangzhou CPAs. From 1998 till now he acted as executive partner of Shenzhen
Guangzhou-Shenzhen CPAs, legal representative of Guangdong Guangzhou-Shenzhen Justice and Accounting
judgment institution.
Ms. Li Bing, born in 1975, bachelor of law major and lawyer; From Jul. of 1998 to Jan. of 2002 she taught in
Guizhou University; from Jan. of 2002 to Jan. of 2006 she acted as lawyer in Guangdong Yunsheng Law Firm;
from Jan. of 2006 till now, she had been in charge of lawyer of Beijing Deheng Law Firm Branch in Shenzhen.
Mr. Xiao Yan, born in Sep. of 1968, bachelor of Hunan finance Academy, majoring in Economy; he took charge in
manager of advanced office of planning and supervision in marketing management department in Life Insurance
headquarters since October 2006, and associate of general manager in Life Insurance Branch in Henan. From Apr.
of 2010 till now, he acted as deputy general manager of business management department in Shenzhen Nation
People Investment and Development Co., Ltd.
Mr. Zheng Zhonghuan, born in 1962, engineer with bachelor degree, successively took the post in Shenzhen Light
Texile Industry Company and Shenzhen Light Industry Company; since Oct. 1985, entered Shenzhen China
Bicycle (Group) Holdings Co. Ltd. and successively took the post of Deputy Manager, Manager of Planning
Department and Manager of Material Department; now is director and Manager of Manufacture Department of
the Company.
Mr. Tao Hualiang, born in 1954, graduated from Northwestern Polytechnic University, an engineer. He
successively served as dispatcher of welding plant of the Company, deputy director of pipe workshop, director of
37
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
general assembly shop, committee of party committee of Longhua 2# plant, manager assistant of enterprise
management department, deputy GM of financial & accounting dept. of bicycle division, deputy director of office
and director of comprehensive office of the Group; now he serves as commissioner of the party group, deputy
secretary of party committee and person in charge of works for the Group.
Mr. Xia Bofu, born in 1970, graduated from the Central Party School with bachelor degree of law. He
successively took the post of Manager of Business Department of Shenzhen Jiabeinianhua Industry Co. Ltd.,
Office Director of Shenzhen Lionda Technology Co. Ltd. and Chairman of the Board of Shenzhen Taiyang PCCP
Co. Ltd. Since Oct. 2007, he has taken the post of Vice Present of the Company.
Mr. Sun Longlong, born in 1973, graduated from Shanghai University of Finance and Economics in 1995 with a
bachelor degree, a bachelor of Economics. He successively worked as financial affairs in Shenzhen Qiongjiao
Industry Co., Ltd. and Shenzhen Solar Pipe Co., Ltd., he worked in the Company since May 1999, and
successively served as deputy Manager, Manager of financial department, manager of comprehensive
management department, manager of enterprise management department, now he serves as secretary of the Board
and manager of financial department of the Company.
Post-holding in shareholder’s unit
√ Applicable □ Not applicable
Weather receiving
Start dated of End date of
Name Name of shareholder’s units Position remuneration from
office term office term
shareholder’s units
Yao Shenzhen Guocheng Energy Investment
Supervisor 2006-10-09 Yes
Zhengwang Development Co., Ltd.
Shenzhen Guocheng Energy Investment
Xiao Yan
Development Co., Ltd.
Post-holding in other unit
√ Applicable □ Not applicable
Start dated of End date of Weather receiving
Name Name of other units Position
office term office term remuneration from
other units
Shenzhen Fude Real Estate Investment
Luo Guiyou GM 2012-06-04 2015-06-01 Yes
Development Co., Ltd.
Cao Fang Shanghai Branch of Life Insurance Deputy GM 2012-03-01 Yes
Yang Fenbo Shenzhen Lionda Group Co., Ltd. Chairman 2009-10-12 Yes
Non-staff
Yang Fenbo Fawer Auto Parts Co., ltd. 2013-03-25 2016-03-24 Yes
supervisor
President
Kong Na Yingkong Holding Co., Ltd. 2010-04-01 Yes
assistant
Cui Jun Guangdong Xingchen Laws Firm Director Yes
38
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Zhang Xinmiao Guangdong Shen Jinniu Laws Firm Attorney 2008-01-01 Yes
Managing
Chen Shujun Shenzhen Guangshen CPA 1998-01-01 Yes
partner
Li Bing Beijing Deheng (Shenzhen) Law Firm Attorney 2006-01-02 Yes
III. Remuneration for directors, supervisors and senior executives
Decision-making procedures, determination bases and actual payment of remunerations of directors, supervisors and senior
management
Decision procedure of According to relevant rules of the Article of Association, the general meeting of
remuneration of shareholders decides remuneration of directors and supervisors. The Board of Directors
directors, supervisors, decides senior management’s.
senior management
Confirmation basis of The Company refers to the position rank and comprehensive industry level. And then
remuneration of general meeting of shareholders approves compensation standard and allowance of
directors, supervisors independent directors. According to the "Interim Measures to Annual Performance
and senior Assessment of Executives" and performance evaluation standards the Company issues
management annual performance salary.
Actual payment of The Company strictly paid remuneration of directors, supervisors and senior management
remuneration of accordingly with decision procedure and confirmation basis. Total payment for
directors, supervisors remuneration of directors, supervisors and supervisors amounted to RMB 2,946,300
and senior during last whole year.
management
Remuneration for directors, supervisors and senior executives in reporting period
In ten thousand yuan
Total
Total Remuneration
remuneration
Post-holding remuneration actually
Name Title Sex Age obtained from
status obtained from obtained at
shareholder’s
the Company period-end
unit
Director, Currently in
Li Hai M 44 82.4 0 82.4
President office
Currently in
Zhang Zebing Director, CFO M 46 64.15 0 64.15
office
Currently in
Xia Bofu Vice President M 42 64.15 0 64.15
office
Zheng Currently in
Supervisor M 50 20.05 0 20.05
Zhonghuan office
Staff Currently in
Tao Hualiang M 58 20.15 0 20.15
Supervisor office
39
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Secretary of Currently in
Sun Longlong M 39 27.73 0 27.73
Board office
Independent Currently in
Zhang Xinmiao F 45 4 0 4
director office
Independent Currently in
Li Bing F 37 4 0 4
director office
Independent Currently in
Chen Shujun M 45 4 0 4
director office
Independent Currently in
Cui Jun M 49 4 0 4
director office
Total -- -- -- -- 294.63 0 294.63
Delegated equity incentive for directors, supervisors and senior executives in reporting period
□ Applicable √ Not applicable
IV. Particulars of workforce
1. The Company has totally 79 employees at present, including:
(1) Classified according to professional/occupational composition: 8 production personnel; 12 salespersons; 30
technicians; 10 financial personnel and 19 administrative personnel.
(2) Classified according to the educational background: master degree or above: 2 persons of Master degree, 24
persons of bachelor degree; 19 persons of junior college graduates. Proportion of the personnel with education
background of junior college or above in the whole staff: 57%.
2. The Company did not need to bear the expenses of retirees.
3. Other personnel: 27 persons
40
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Section VIII. Corporate governance
I. Brief introduction of corporate governance
During the reporting period, the Company was strictly in accordance with the "Company Law", "Securities Law"
as well as "Listing Corporation Management Standards" and other relevant laws, regulations and normative
documents. We combined the actual situation, constantly improved the corporate governance structure, and strived
to build a modern enterprise system. Operation, assembling and holding of general meeting of shareholders, the
Board of Directors and board of supervisors were strictly with relevant rules of procedure. Thus we protected
interests of the Company. The actual situation of corporate governance structure was in accordance with the
release of normative documents about the listing Corporation management rules from China Securities Regulatory
Commission.
In reporting period, the Company complied with relevant requires of China Securities Regulatory Commission,
revised relevant terms about cash dividend shown in Article of Association. While the Company modified relevant
terms of Procedure Rules of General Meeting of Shareholders, which was approved in the 1st extraordinary
shareholders’ meeting 2012 held in Aug. 15 of 2012.
Is there any difference between corporate governance and the requirements of the Company Law and relevant regulations of the
CSRC
□ Yes √ No
There is no difference between corporate governance and the requirements of the Company Law and relevant regulations of the
CSRC
Progress of the special activity for corporate governance, establishment and implementation of insider information registration
management system
The Company established Registration Management of Inside Information Insiders. It clearly defined scope of
inside information and insiders, ruled approval, registration and confidentiality mechanism about inside
information. During reporting period, no supervision and punishment acted from supervision department. And in
reporting period, actual controllers of the Company never offered unreleased information or any other
non-normalized act.
II. In the report period, the Company held annual shareholders’ general meeting and
extraordinary shareholders’ general meeting
1. Annual Shareholders’ General Meeting in the report period
Name of meeting
Session of meeting Date Situation Date of disclosure Index of disclosure
motion
21st Meeting of ”Work Report from
Annual the Board for year of Securities Times,
Deliberated and
Shareholders’ 2012-05-25 2011”,”Work Report 2012-05-26 Hong Kong
approved one by one
General Meeting for from Supervisory Commercial Daily
year of 2011 Committee for year
41
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
of 2011”, ”Financial
Results for year of”
Profit Distribution
Plan of
2011”, ”Annual
Report of 2011 and
Summary”, ”Withdra
wal of Specific fund
of the Board of
2012”,”Rewards of
2011 for
Management Team”
2. Extraordinary shareholders’ general meeting in the report period
Name of meeting
Session of meeting Date Situation Date of disclosure Index of disclosure
motion
”Shareholders
Return in Later
Three Years
(2012-2014)”,
First Extraordinary “Amendment on
Securities Times,
Shareholders’ relevant provision in Deliberated and
2012-08-15 2012-08-16 Hong Kong
General Meeting of ‘Article of approved one by one
Commercial Daily
2012 Association’”,
“Amendment on
relevant provision in
‘Discussion Rules
for the Board’”
Second
Extraordinary ”Re-engagement of Securities Times,
Deliberated and
Shareholders’ 2012-12-27 Crowe Horwath 2012-12-28 Hong Kong
approved
General Meeting of China CPA (LLP)” Commercial Daily
2012
III. Responsibility performance of independent directors in report period
1. The attending of independent directors to Board meetings and shareholders’ general meeting
The attending of independent directors
Times of Board Whether absent
Times of Times of
Name of independent meeting Times of Times of the Meeting for
attending by entrusted
director supposed to Presence Absence the second time
communication presence
attend in the in a row or not
42
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
report period
Zhang Xinmiao 7 1 5 1 0 No
Cui Jun 7 2 5 0 0 No
Chen Shujun 7 2 5 0 0 No
Li Bing 7 2 5 0 0 No
Explanation of absent the Board Meeting for the second time in a row
Nil
2. Objection for relevant events from independent directors
Whether independent directors come up with objection about company’s relevant matters or not
□ Yes √ No
Independent directors has no objections for relevant events in reporting period
3. Other explanation about responsibility performance of independent directors
Whether the opinions from independent directors have been adopted or not
□ Yes √ No
Independent directors’ explanation on adoption or not adoption of relevant recommendations of the Company
IV. Performance of subordinate committees of the Board in reporting period
Board of directors set up audit commission and remuneration and appraisal commission taking responsibility
based on Governance Rules of Listed Company, Article of Association as well as Procedure Rules of Board of
Directors and other duties and rights various departments endowed.
As for compiling and audit on annual financial report were checked and communicated by Audit commission in
accordance with rules of Working Procedure of Annual Report of Audit Commission. and they submitted decision
to board of directors for approval. While the remuneration and appraisal commission took appraisal on operation
members in 2011 annual work and rose up annual reward plan according to Interim Rules to Rewarding Senior
Management for Annual Performance.
V. Works from Supervisory Committee
Whether the Company has risks or not in reporting period that found in supervisory activity from supervisory committee
□ Yes √ No
Supervisory committee has no objection about supervision events in reporting period
VI. Independence of the Company in aspect of business, personnel, assets, institute and
finance relative to its controlling shareholder
The Company separate business, personnel, assets, institute and finance with largest shareholder or other related parties, owes
independent and completed self-operation ability
43
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
VII. Appraisal and incentive mechanism for senior executives
The Company initially established the standard and incentive mechanism for open and transparent performance
evaluation on directors, supervisors and management layer. The appointment of senior management staff was open
and transparent, in accordance with provisions of the law. During the reporting period, the Company convened
twenty-first (2011 Annual) General Meeting of shareholders in May 25, 2012, and deliberated and passed the "Bill
for 2011 Annual Award to Management Team of the Company.
44
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Section IX. Internal control
I. Construction of internal control
According to the "Basic Norms of Internal Control" and its supporting guidelines and other relevant requirements,
the Company in the last year has set up three organization structure for the implementation of internal control
standards, including a leading group, working group and business group, selected Beijing Tech Development Co.
Ltd. (hereinafter referred to as "Smart Dot Company") as implementation consultant for standardization of internal
control in our company.
In the consultant's advice, we defined the scope of implementation as the group headquarters, Shenzhen Ammine
Industrial Co., Ltd. (hereinafter referred to as “Ammine Company") and Shenzhen Anjun Leye Property
Management Limited (hereinafter referred to as the "Anjunle Company"). The financial report consolidation
scope includes the above three companies within scope of internal control implementation, as well as the "Chinese
Bicycle (International) Co., Ltd." and "Chinese Bicycle (Hong Kong) Co., ltd.". Scope of internal control
implementation comprises 100% income of business activities. 13 internal control key business processes
including sales and receivables management cover those important trading activities with more than 10% of assets
and 30% of net assets and net profit. And business activities with more than 95% of net profit shown in
consolidated statements are included.
In the consultant's assistance, the working group of internal control implementation and the business group
respectively cleaned up their own system, combed the business process, defined risk control point and control
deficiencies, thus completed the risk matrix. Subsequently, the project team developed a rectification plan.
Various departments took business optimization about related problems and defects, improved the company level
and operational level system of internal control. While the audit department conducted follow-up inspections on
rectification, and took compliance test and through test of internal control on main business control point, and
urged rectification on problem found. By the end of 2011, the Company established the internal control standard
system meeting the basic requirements. In 2012, the Company continued to perfect the system of internal control
process, revised the personnel, financial, business and other system process, and has formed a system of manual
finishing, procedure manuals, brand operation manual, leasing operations manual, financial reporting manual and
other control documents. And we took regular and irregular examination and evaluation on main business
processes and the implementation of internal control system, timely put forward suggestions, thus improved the
relevant policies and procedures. In October of 2012, Shenzhen People's Court accepted application for
bankruptcy reorganization of proposed admissibility. From then on the Company entered bankruptcy
reorganization, and conducted self management under the supervision of managers. Based on the original
construction and implementation of internal control, the new managers supervises internal control rules, including
the seal, bank account, the specified source management the source of bank account management, capital budget,
contract management, invoice management regulations and implements them.
II. Statement of the Board on responsibility of internal control
Board of Directors promised that there’s no false, misleading statement or major leaking. All the disclosed
information was real, accurate and complete.
III. Bases for construction of financial report internal control
45
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
The Company has established a perfect financial management system, including financial management and
accounting management covering calculation, account dealing, budget management, cost control, capital
management and other relevant rules and regulations. During the reporting period, the Company conducted
regular or irregular inspection and evaluation on main business processes and internal control system, finding no
significant defects in internal control of reporting financial.
IV. Self-evaluation report of internal control
Details of major defects in self-evaluation report that found in reporting period
No major defects been found in internal control in reporting period
Date of self-evaluation report of internal
2013-04-27
control disclosed (full-text)
Index of self-evaluation report of internal Found more details in “Self-evaluation report of internal control of Shenzhen China
control disclosed(full-text) Bicycle Company (Holdings) Limited ” published on Juchao Website
V. Audit report of internal control
□ Applicable √ Not applicable
Whether modified audit opinions carried out for the audit report of internal control from CPA or not
□ Yes √ No
Whether audit report of internal control, issued by CPA, is in agreement with self-evaluation report, issued by the Board
√ Yes □ No
VI. Establishment and enforcement of Accountability Mechanism for Major Errors in Annual
Report
In order to strengthen the Company's financial accountability mechanisms, to further improve the internal
management system, after the seventh session of the twenty-first meeting of the board of directors, the Company
formulated the "Accountability System on Major Error Made in Information Disclosure” and strictly implemented
it. During the reporting period, the Company did never correct significant accounting error, supplement major
information omissions and revise performance pre-notice etc.
46
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Section X. Financial Report
I. Audit report
Type of audit opinion Disclaimer of opinion
Signing date of audit report 2013-04-25
Name of audit institute Crowe Horwath China CPA (LLP)
Document serial of audit report Crowe Horwath Shen Zi [2013] No.: 827A0048
Auditor’s Report
To all shareholders of Shenzhen China Bicycle Company (Holdings) Limited
We have audited the Companying consolidated and parent Company’s financial statements of Shenzhen China
Bicycle Company (Holdings) Limited (“CBC”), including balance sheet of 31 December 2012, and profit
statement, and cash flow statement, and statement on changes of shareholders’ equity for the year ended, and
notes to the financial statements for the year ended.
I. Management’s responsibility for the financial statements
Management of the Company is responsible for prepare and present financial statement of the Company, which
including: (1) Prepare financial statements with fair presentation in line with Accounting Standards for Business
Enterprises; (2) Designing, executed and maintaining necessary internal control in order to prevent fundamental
miscarrying in financial statement from fraudulent or errors.
II. Auditor's responsibility
Our responsibility is to express an audit opinion on the financial statement based on auditing regulated in Auditing
Rules for Chinese CPA. However, concerning the items described in “III. Disclaimer of Opinion Items”, we
obtained no auditing evidence, totally and appropriated, for expressing the audit opinions.
III. Disclaimer of Opinion Items
1. CBC started reforming on 25th, Oct., 2012, tax administration, customs, finance, guarantees, suppliers, and
other creditors have declared financial claims to the custodian, up to the audit report date, the financial claims
declaration has amounted to RMB 3,453,252,904.97 yuan, the total amount of financial claims that the custodian
has confirmed and enrolled in The Form of Claims was 1,875,616,630.22 yuan, above-mentioned financial claims
declared by the creditors are different from the accounting and haven’t been ruled by the court, Crowe Horwath
China CPAs cannot confirm its effects on financial statements of China Bicycle Company.
2. Refer to the statement in Note X.: ended as 31 December 2012, total assets of CBC was 162,649,076.30 yuan,
total liability was 1,872,039,760.06 yuan while net assets was -1,709,390,683.76 yuan for serious insolvency
resulted with vary huge over due debts, taxes and lawsuit debts arising from external guarantee and overdue debts;
Being application from first majority shareholder and largest creditor of CBC, Shenzhen Guosheng Energy
Investment Development Co., Ltd, CBC was ruled to reorganize since 25 October 2012 by Shenzhen Intermediate
People’s Court. As to the end of audit reporting date, CBC still in process of reorganization without judge from
Shenzhen Intermediate People’s Court, we are unable to obtained complete-ness and properly auditing evidence to
guarantee whether it can improve the sustainable operational ability for China Bicycle. Therefore, concerning the
appropriate-ness of the financial statement 2012 of CBC that prepared under the sustainable hypothesis, we fail to
judge.
IV. Declaimer of Opinion
Concerning the importance of presentation in “III. Disclaimer of Opinion Items”, we obtained no auditing
evidence, totally and appropriated, for expressing the audit opinions. Thus, we express no auditing opinion on
financial statement under the name of Shenzhen China Bicycle Company (Holdings) Limited.
2
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
II. Finacnial statement
Unit in note of financial statement refers to CNY: RMB (Yuan)
Shenzhen China Bicycle Company (Holdings) Limited
Financial Statement
Consolidated Balance Sheet
2012-12-31
Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY
Items Notes Amount at period-end Amount at year-begin
Current assets:
Monetary funds 52,395,360.86 24,546,601.39
V.1
Settlement provisions - -
Capital lent - -
Transaction finance asset - -
Notes receivable V.2 1,627,810.00 1,000,000.00
Accounts receivable V.3 6,002,162.94 3,869,919.58
Accounts paid in advance V.4 829,956.13 1,588,743.08
Insurance receivable - -
Reinsurance receivables - -
Contract reserve of reinsurance - -
Interest receivable - -
Dividend receivable - -
Other receivables V.5 23,467,668.87 25,193,546.89
Purchase restituted finance asset - -
Inventories V.6 17,612,197.85 14,310,428.28
Non-current asset due within one - -
Other current assets - -
Total current assets 101,935,156.65 70,509,239.22
Non-current assets:
Granted loans and advances - -
Finance asset available for sales - -
Held-to-maturity securities - -
Long-term account receivable - -
Long-term equity investment V.7 2,619,840.50 2,619,840.50
Investment property V.8 21,395,176.24 22,763,296.78
Fixed assets: V.9 12,970,199.73 15,262,689.21
Construction in progress - -
Engineering material - -
Disposal of fixed asset - -
Productive biological asset - -
3
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Oil and gas asset - -
Intangible assets V.10 23,728,703.18 24,591,565.22
Expense on Research and - -
Goodwill - -
Long-term expenses to be - -
Deferred income tax asset - -
Other non-current asset - -
Total non-current asset 60,713,919.65 65,237,391.71
Total assets 162,649,076.30 135,746,630.93
Consolidated Balance Sheet (Contd)
2012-12-31
Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY
Items Notes Amount at period-end Amount at year-begin
Current liabilities:
Short-term loans V.12 355,796,107.93 359,993,573.29
Loan from central bank - -
Absorbing deposit and interbank deposit - -
Capital borrowed - -
Transaction financial liabilities - -
Notes payable - -
Accounts payable V.13 118,475,773.47 116,792,484.21
Accounts received in advance V.14 13,660,199.55 15,817,538.51
Selling financial asset of repurchase - -
Commission charge and commission - -
Wage payable V.15 3,983,845.52 4,093,942.70
Taxes payable V.16 95,980,708.60 98,407,104.67
Interest payable V.17 230,575,685.75 207,999,625.50
Dividend payable - -
Other accounts payable V.18 431,275,594.67 394,804,850.78
Reinsurance payables - -
Insurance contract reserve - -
Security trading of agency - -
Security sales of agency - -
Non-current liabilities due within 1 year V.19 453,747,741.58 452,026,831.88
Other current liabilities V.20 2,331,150.07 2,437,393.95
Total current liabilities 1,705,826,807.14 1,652,373,345.49
Non-current liabilities:
Long-term loans - -
Bonds payable - -
Long-term account payable - -
Special accounts payable - -
Accrual liabilities V.21 166,212,952.92 166,212,952.92
Deferred income tax liabilities - -
Other non-current liabilities - -
Total non-current liabilities 166,212,952.92 166,212,952.92
Total liabilities 1,872,039,760.06 1,818,586,298.41
Shareholders’ equity):
Paid-in capital (or share capital) V.22 551,347,947.00 551,347,947.00
Capital public reserve V.23 486,589,213.20 460,757,567.84
Less: Inventory shares - -
Reasonable reserve - -
Surplus public reserve V.24 32,673,227.01 32,673,227.01
4
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Provision of general risk - -
Retained profit V.25 -2,780,061,643.62 -2,727,618,409.33
Balance difference of foreign currency - -
Total shareholders’ equity attributable to parent -1,709,451,256.41 -1,682,839,667.48
Minority interests 60,572.65 -
Total shareholders’ equity -1,709,390,683.76 -1,682,839,667.48
Total liabilities and shareholders’ equity 162,649,076.30 135,746,630.93
Balance Sheet of Parent Company
2012-12-31
Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY
Item Notes Amount at period-end Amount at year-begin
Current assets:
Monetary funds 31,432,888.50
561,283.08
Transaction finance asset
- -
Notes receivable
- -
Accounts receivable 1,014,896.60
XI. 1 1,014,896.60
Accounts paid in advance
- -
Interest receivable
- -
Dividend receivable
- -
Other receivables 52,910,895.39
XI.2 46,917,137.01
Inventories 9,779,439.79
9,943,662.01
Non-current asset due within one
year - -
Other current assets
- -
Total current assets 95,138,120.28
58,436,978.70
Non-current assets:
Finance asset available for sales
- -
Held-to-maturity securities
- -
Long-term account receivable
- -
Long-term equity investment 2,619,840.50
XI.3 2,619,840.50
Investment property 21,395,176.24
22,763,296.78
Fixed assets: 12,676,971.13
14,905,640.82
Construction in progress
- -
Engineering material
- -
Disposal of fixed asset
- -
Productive biological asset
- -
Oil and gas asset
- -
Intangible assets 23,728,703.18
24,591,565.22
Expense on Research and
Development - -
Goodwill
- -
Long-term expenses to be
apportioned - -
Deferred income tax asset
- -
Other non-current asset
- -
5
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Total non-current asset 60,420,691.05
64,880,343.32
Total assets 155,558,811.33
123,317,322.02
Balance Sheet of Parent Company (Contd)
2012-12-31
Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY
Items Notes Amount at period-end Amount at year-begin
Current liabilities:
Short-term loans 320,902,551.61 321,902,898.37
Transaction financial liabilities - -
Notes payable - -
Accounts payable 124,098,936.31 126,706,858.84
Accounts received in advance 10,664,592.85 10,664,592.85
Wage payable 2,151,710.33 2,418,776.27
Taxes payable 94,891,954.20 95,009,521.54
Interest payable 230,575,685.75 207,999,625.50
Dividend payable - -
Other accounts payable 386,975,286.77 351,172,801.22
Non-current liabilities due within 1 year 453,747,741.58 452,026,831.88
Other current liabilities 2,320,660.19 2,320,660.19
Total current liabilities 1,626,329,119.59 1,570,222,566.66
Non-current liabilities:
Long-term loans - -
Bonds payable - -
Long-term account payable - -
Special accounts payable - -
Accrual 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 1,792,542,072.51 1,736,435,519.58
Owner’s equity (or shareholders’ equity):
Paid-in capital (or share capital) 551,347,947.00 551,347,947.00
Capital public reserve 486,589,213.20 460,757,567.84
Less: Inventory shares - -
6
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Reasonable reserve - -
Surplus public reserve 32,673,227.01 32,673,227.01
Provision of general risk - -
Retained profit -2,707,593,648.39 -2,657,896,939.41
Total owner’s equity(or shareholders’ equity)
attributable to parent company -1,636,983,261.18 -1,613,118,197.56
Total liabilities and owner’s equity(or
shareholders’ equity) 155,558,811.33 123,317,322.02
Consolidated Profit Statement
2012
Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY
Items Notes Amount in this period Amount in last period
I. Total operating income 292,827,026.55 321,043,570.34
Including: Operating income V.26 292,827,026.55 321,043,570.34
Interest income -
Insurance gained -
Commission charge and commission income -
II. Total operating cost 348,028,256.85 350,534,243.15
Including: Operating cost V.26 264,281,195.19 297,448,254.06
Interest expense -
Commission charge and commission expense -
Cash surrender value -
Net amount of expense of compensation -
Net amount of withdrawal of -
Bonus expense of guarantee slip -
Reinsurance expense -
Operating tax and extras V.27 345,847.07 603,970.92
Sales expenses V.28 7,020,092.18 7,297,537.55
Administration expenses V.29 25,144,366.61 21,836,655.24
Financial expenses V.30 51,137,831.55 23,619,043.30
Losses of devaluation of asset V.31 98,924.25 -271,217.92
Add: Changing income of fair value -
Investment income (Loss is listed with “-”) 4,560,000.00
Including: Investment income on -
Exchange income (Loss is listed with “-”) -
III. Operating profit (Loss is listed with “-”) -55,201,230.30 -24,930,672.81
Add: Non-operating income V.32 3,213,710.66 64,921,817.27
Less: Non-operating expense V.33 139,100.01 270,243.00
Including: Disposal loss of non-current asset -
IV. Total Profit (Loss is listed with “-”) -52,126,619.65 39,720,901.46
Less: Income tax -
V. Net profit (Net loss is listed with “-”) -52,126,619.65 39,720,901.46
Net profit attributable to shareholders -52,443,234.29 39,720,901.46
Minority shareholders’ gains and losses 316,614.64 -
VI. Earnings per share -
i. Basic earnings per share V.34 -0.0951 0.0720
ii. Diluted earnings per share V.34 -0.0951 0.0720
VII. Other consolidated income -
7
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
VIII. Total consolidated income -52,126,619.65 39,720,901.46
Total consolidated income attributable to owners of parent -52,443,234.29 39,720,901.46
Total consolidated income attributable to minority 316,614.64 -
Profit Statement of Parent Company
2012
Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY
Items Notes Amount in this period Amount in last period
I. Operating income
XI.4 27,283,076.87 28,577,538.32
Less: Operating cost
XI.4 7,708,299.63 13,822,797.20
Business taxes and surtax
- -
Sales expenses
- -
Administration expenses
21,036,780.80 19,353,562.21
Financial expenses
51,617,771.59 26,267,688.54
Losses of devaluation of asset
-280,017.51 -1,926,719.39
Add: Changing income of fair value(Loss is
listed with “-”)
- -
Investment income (Loss is listed with “-”)
- 4,560,000.00
Including: Investment income on affiliated
company and joint venture
- -
II. Operating profit (Loss is listed with “-”)
-52,799,757.64 -24,379,790.24
Add: Non-operating income
3,203,710.66 64,884,717.27
Less: Non-operating expense
100,662.00 270,243.00
Including: Disposal loss of non-current asset
- -
III. Total Profit (Loss is listed with “-”)
-49,696,708.98 40,234,684.03
Less: Income tax
- -
IV. Net profit (Net loss is listed with “-”)
-49,696,708.98 40,234,684.03
8
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Consolidated Cash Flow Statement
2012
Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY
Items Notes Amount in this Amount in last
I. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor 192,678,564.98
services 184,252,248.85
Net increase of customer deposit and interbank deposit - -
Net increase of loan from central bank - -
Net increase of capital borrowed from other financial
institution - -
Cash received from original insurance contract fee - -
Net cash received from reinsurance business - -
Insured savings and net increase of investment - -
Net increase of disposal of transaction financial asset - -
Cash received from interest, commission charge and - -
Net increase of capital borrowed - -
Net increase of returned business capital - -
Write-back of tax received - -
Other cash received concerning operating activities V 35、（1） 25,610,718.35 27 021 621 81
Subtotal of cash inflow arising from operating activities 209,862,967.20 219 700 186 79
Cash paid for purchasing commodities and receiving labor 171,655,875.98 178 176 217 18
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 17,357,721.19 14 107 936 61
Taxes paid 8,980,409.64 8 623 563 12
Other cash paid concerning operating activities 18,443,562.24
V.35（2） 18,895,533.94
Subtotal of cash outflow arising from operating activities 216,889,540.75 219 351 279 15
Net cash flows arising from operating activities -7,026,573.55 348 907 64
II. Cash flows arising from investing activities:
Cash received from recovering investment - 4 560 000 00
Cash received from investment income - -
Net cash received from disposal of fixed, intangible and other 2 017 500 00
Net cash received from disposal of subsidiaries and other - -
Other cash received concerning investing activities - -
Subtotal of cash inflow from investing activities - 6 577 500 00
Cash paid for purchasing fixed, intangible and other 124,666.98 136 579 83
Cash paid for investment - -
Net increase of mortgaged loans - -
Net cash received from subsidiaries and other units - -
Other cash paid concerning investing activities - -
Subtotal of cash outflow from investing activities 124,666.98 136 579 83
Net cash flows arising from investing activities -124,666.98 6 440 920 17
III. Cash flows arising from financing activities
Cash received from absorbing investment - -
Including: Cash received from absorbing minority - -
Cash received from loans - -
Cash received from issuing bonds - -
Other cash received concerning financing activities V 35、（3） 35,000,000.00 -
Subtotal of cash inflow from financing activities 35,000,000.00 -
Cash paid for settling debts - -
Cash paid for dividend and profit distributing or interest - -
Including: Dividend and profit of minority shareholder paid - -
Other cash paid concerning financing activities - -
Subtotal of cash outflow from financing activities - -
Net cash flows arising from financing activities 35,000,000.00 -
IV. Influence on cash due to fluctuation in exchange rate - -
V. Net increase of cash and cash equivalents 27,848,759.47 6 789 827 81
Add: Balance of cash and cash equivalents at the period 24,546,601.39 17 756 773 58
VI. Balance of cash and cash equivalents at the period -end 52,395,360.86 24 546 601 39
9
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Cash Flow Statement of Parent Company
2012
Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY
Amount in this Amount in last
Items Notes
period period
I. Cash flows arising from operating activities:
Cash received from selling commodities and
providing labor services 9,015.00 9,450.00
Write-back of tax received -
Other cash received concerning operating activities 18,759,873.33 22,442,656.09
Subtotal of cash inflow arising from operating activities 18,768,888.33 22,452,106.09
Cash paid for purchasing commodities and receiving labor
service 160,000.00
Cash paid to/for staff and workers 6,059,802.69 6,510,771.79
Taxes paid 3,910,353.69 4,668,195.69
Other cash paid concerning operating activities 12,924,408.58 11,026,378.53
Subtotal of cash outflow arising from operating activities 22,894,564.96 22,365,346.01
Net cash flows arising from operating activities -4,125,676.63 86,760.08
II. Cash flows arising from investing activities:
Cash received from recovering investment -
Cash received from investment income -
Net cash received from disposal of fixed,
intangible and other long-term assets -
Net cash received from disposal of subsidiaries and other
units -
Other cash received concerning investing activities -
Subtotal of cash inflow from investing activities -
Cash paid for purchasing fixed, intangible
and other long-term assets 2,717.95 24,101.71
Cash paid for investment -
Net cash paid for subsidiaries and other units -
Other cash paid concerning investing activities -
Subtotal of cash outflow from investing activities 2,717.95 24,101.71
Net cash flows arising from investing activities -2,717.95 -24,101.71
III. Cash flows arising from financing activities
Cash received from absorbing investment -
Cash received from loans -
Other cash received concerning financing activities 35,000,000.00 -
Subtotal of cash inflow from financing activities 35,000,000.00 -
Cash paid for settling debts -
Cash paid for dividend and profit distributing or interest
paying -
10
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Other cash paid concerning financing activities -
Subtotal of cash outflow from financing activities -
Net cash flows arising from financing activities 35,000,000.00 -
IV. Influence on cash due to fluctuation in exchange rate -
V. Net increase of cash and cash equivalents 30,871,605.42 62,658.37
Add: Balance of cash and cash equivalents at the period
-begin 561,283.08 498,624.71
VI. Balance of cash and cash equivalents at the period–end 31,432,888.50 561,283.08
11
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Consolidated Statement on Changes of Shareholders' Equity
2012
Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY
Amount in this report period
Items Owners’ equity attributable to the parent company Minority’s Total owners’
Paid-up capital Capital Less: Reasona Surplus General risk Retained profit Others equity equity
I. Balance at the end of the last year 551,347,947.00 460,757,567.84 - - 32,673,227.01 - -2,727,618,409.33 - - -1,682,839,667.48
Add: Changes of accounting policy - - - - - - - - - -
Error correction of the last period - - - - - - - - - -
Others - - - - - - - - - -
II. Balance at the beginning of this year 551,347,947.00 460,757,567.84 - - 32,673,227.01 - -2,727,618,409.33 - - -1,682,839,667.48
III. Increase/ Decrease in this year - 25,831,645.36 - - - - -52,443,234.29 - 60,572.65 -26,551,016.28
(I) Net profit - - - - - - -52,443,234.29 - 316,614.64 -52,126,619.65
(II) Other consolidated income - - - - - - - - - -
Subtotal of (I) and (II) - - - - - - -52,443,234.29 - 316,614.64 -52,126,619.65
(III) Owners’ devoted and decreased - 25,831,645.36 - - - - - - - 25,831,645.36
1. Owners’ devoted capital - - - - - - - - - -
2. Amount calculated into owners’ - - - - - - - - - -
3. Others - 25,831,645.36 - - - - - - 25,831,645.36
(IV) Profit distribution - - - - - - - - - -
1. Withdrawal of surplus reserves - - - - - - - - - -
2. Withdrawal of general risk - - - - - - - - - -
3. Distribution for owners - - - - - - - - - -
4. Others - - - - - - - - - -
(V) Carrying forward internal owners’ - - - - - - - - - -
1. Capital reserves conversed to capital - - - - - - - - - -
2. Surplus reserves conversed to capital - - - - - - - - - -
3. Remedying loss with surplus reserve - - - - - - - - - -
4. Others - - - - - - - - - -
(VI) Reasonable reserve - - - - - - - - - -
1. Withdrawal in the report period - - - - - - - - - -
2. Usage in the report period - - - - - - - - - -
(VII) Other - - - - - - - - -256,041.99 -256,041.99
IV. Balance at end of the period 551,347,947.00 486,589,213.20 - - 32,673,227.01 - -2,780,061,643.62 - 60,572.65 -1,709,390,683.76
12
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Consolidated Statement on Changes of Shareholders' Equity
2012
Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY
Amount of last year
Owners’ equity attributable to the parent company
Items Minority’s Total owners’
Less: Reasona
Paid-up capital Capital Surplus General risk equity equity
Treasury ble Retained profit Others
(Share capital) reserves reserves provision
Stock reserve
I. Balance at the end of the last year 551,347,947.00 427,132,693.91 - - 32,673,227.01 - -2,767,339,310.79 - - -1,756,185,442.87
Add: Changes of accounting policy - - - - - - - - - -
Error correction of the last period - - - - - - - - - -
Others - - - - - - - - - -
II. Balance at the beginning of this year 551,347,947.00 427,132,693.91 - - 32,673,227.01 - -2,767,339,310.79 - - -1,756,185,442.87
III. Increase/ Decrease in this year
33,624,873.93 39,720,901.46 73,345,775.39
(Decrease is listed with “-”) - - - - -
(I) Net profit - - - - - - 39,720,901.46 - - 39,720,901.46
(II) Other consolidated income - - - - - - - - -
Subtotal of (I) and (II) - - - - - - 39,720,901.46 - - 39,720,901.46
(III) Owners’ devoted and decreased
- 33,624,873.93 - - - - 33,624,873.93
capital
1. Owners’ devoted capital - - - - - - - - - -
2. Amount calculated into owners’
equity paid in shares - - - - - - - - - -
3. Others - 33,624,873.93 - - - - - - - 33,624,873.93
(IV) Profit distribution - - - - - - - - - -
1. Withdrawal of surplus reserves - - - - - - - - - -
2. Withdrawal of general risk
provisions - - - - - - - - - -
3. Distribution for owners
(shareholders) - - - - - - - - - -
4. Others - - - - - - - - - -
(V) Carrying forward internal owners’
equity - - - - - - - - - -
1. Capital reserves conversed to capital
(share capital) - - - - - - - - - -
13
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Amount of last year
Owners’ equity attributable to the parent company
Items Minority’s Total owners’
Less: Reasona
Paid-up capital Capital Surplus General risk equity equity
Treasury ble Retained profit Others
(Share capital) reserves reserves provision
Stock reserve
2. Surplus reserves conversed to capital
(share capital) - - - - - - - - - -
3. Remedying loss with surplus reserve - - - - - - - - - -
4. Others - - - - - - - - - -
(VI) Reasonable reserve - - - - - - - - - -
1. Withdrawal in the report period - - - - - - - - - -
2. Usage in the report period - - - - - - - - - -
(VII) Other - - - - - - - - - -
IV. Balance at end of the period 551,347,947.00 460,757,567.84 - - 32,673,227.01 - -2,727,618,409.33 - - -1,682,839,667.48
Statement on Changes of Shareholders’ Equity of Parent Company
2012
Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY
Items Amount in this report period
Paid-up capital Capital reserves Less: Treasury Reasonable Surplus reserves General risk Retained profit Total owners’
I. Balance at the end of the last year 551,347,947.00 460,757,567.84 - - 32,673,227.01 - -2,657,896,939.41 -1,613,118,197.56
Add: Changes of accounting policy - - - - - - - -
Error correction of the last period - - - - - - - -
Others - - - - - - - -
II. Balance at the beginning of this year 551,347,947.00 460,757,567.84 - - 32,673,227.01 - -2,657,896,939.41 -1,613,118,197.56
III. Increase/ Decrease in this year - 25,831,645.36 - - - - -49,696,708.98 -23,865,063.62
(I) Net profit - - - - - - -49,696,708.98 -49,696,708.98
(II) Other consolidated income - - - - - - - -
Subtotal of (I) and (II) - - - - - - -49,696,708.98 -49,696,708.98
(III) Owners’ devoted and decreased - 25,831,645.36 - - - - - 25,831,645.36
1. Owners’ devoted capital - - - - - - - -
2. Amount calculated into owners’ equity - - - - - - - -
3. Others - 25,831,645.36 - - - - - 25,831,645.36
(IV) Profit distribution - - - - - - - -
14
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Items Amount in this report period
Paid-up capital Capital reserves Less: Treasury Reasonable Surplus reserves General risk Retained profit Total owners’
1. Withdrawal of surplus reserves - - - - - - - -
2. Withdrawal of general risk provisions - - - - - - - -
3. Distribution for owners (shareholders) - - - - - - - -
4. Others - - - - - - - -
(V) Carrying forward internal owners’ - - - - - - - -
1. Capital reserves conversed to capital - - - - - - - -
2. Surplus reserves conversed to capital - - - - - - - -
3. Remedying loss with profit surplus - - - - - - - -
4. Others - - - - - - - -
(VI) Reasonable reserve - - - - - - - -
1. Withdrawal in the report period - - - - - - - -
2. Usage in the report period - - - - - - - -
(VII) Other - - - - - - - -
IV. Balance at period end 551,347,947.00 486,589,213.20 32,673,227.01 -2,707,593,648.39 -1,636,983,261.18
Statement on Changes of Shareholders’ Equity of Parent Company
2012
Prepared by Shenzhen China Bicycle Company (Holdings) Limited Unit: RMB Currency: CNY
Amount of last year
Item Paid-up capital Less: Treasury Reasonable General risk Total owners’
Capital reserves Surplus reserves Retained profit
(Share capital) Stock reserve provision equity
I. Balance at the end of the last year 551,347,947.00 427,132,693.91 - - 32,673,227.01 - -2,698,131,623.44 -1,686,977,755.52
Add: Changes of accounting policy - - - - - - - -
Error correction of the last period - - - - - - - -
Others - - - - - - - -
II. Balance at the beginning of this year 551,347,947.00 427,132,693.91 - - 32,673,227.01 - -2,698,131,623.44 -1,686,977,755.52
III. Increase/ Decrease in this year
(Decrease is listed with “-”) 33,624,873.93 40,234,684.03 73,859,557.96
- - - - -
(I) Net profit - - - - - - 40,234,684.03 40,234,684.03
(II) Other consolidated income - - - - - - - -
Subtotal of (I) and (II) - - - - - - 40,234,684.03 40,234,684.03
15
深圳中华自行车(集团)股份有限公司 2012 年度报告全文
Amount of last year
Item Paid-up capital Less: Treasury Reasonable General risk Total owners’
Capital reserves Surplus reserves Retained profit
(Share capital) Stock reserve provision equity
(III) Owners’ devoted and decreased
capital 33,624,873.93 33,624,873.93
- - - - - -
1. Owners’ devoted capital - - - - - - - -
2. Amount calculated into owners’ equity
paid in shares - - - - - - - -
3. Others - 33,624,873.93 - - - - - 33,624,873.93
(IV) Profit distribution - - - - - - - -
1. Withdrawal of surplus reserves - - - - - - - -
2. Withdrawal of general risk provisions - - - - - - - -
3. Distribution for owners (shareholders) - - - - - - - -
4. Others - - - - - - - -
(V) Carrying forward internal owners’
equity - - - - - - - -
1. Capital reserves conversed to capital
(share capital) - - - - - - - -
2. Surplus reserves conversed to capital
(share capital) - - - - - - - -
3. Remedying loss with profit surplus - - - - - - - -
4. Others - - - - - - - -
(VI) Reasonable reserve - - - - - - - -
1. Withdrawal in the report period - - - - - - - -
2. Usage in the report period - - - - - - - -
(VII) Other - - - - - - - -
IV. Balance at period end 551,347,947.00 460,757,567.84 - - 32,673,227.01 - -2,657,896,939.41 -1,613,118,197.56
16
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Shenzhen China Bicycle Company (Holdings) Limited
Notes to Financial Statement
Year of 2012
(Expressed in Renminbi (CNY) unless otherwise stated)
I. Company Profile
(I)Company History
According to the Approval Document SFBF (1991) No. 888 issued by the People’s Government of Shenzhen,
Shenzhen China Bicycle Company (Holdings) Limited (hereinafter referred to as the Company) was
reincorporated as the company limited by shares in November 1991. On 28 December 1991, upon the Approval
Document SRYFZ(1991) No. 119 issued by Shenzhen Special Economic Zone Branch of the People’s Bank of
China, the Company got listed on Shenzhen Stock Exchange. The Company reserves the business license for
the enterprise legal person (QGYSZFZ No.101165) [the registered number has been altered as
440301501122085] with the registered capital of RMB551, 347,947.00.
(II) Business Scope and Operation
The Company belongs to the machinery manufacture industry and mainly engages in the production and
assembly of various bicycles and spare parts, components, parts, mechanical product, sport machinery, fine
chemicals, carbon fiber composites material, household electrical appliance and affiliated components
(products management by license excluded).
The Company is specialized in making the middle-top rank bicycles, the main brands are EMMELLE and
various electrical bicycles.
The majority of its products were previously exported, however, the sales volume sharply declined in recent
years because of the antidumping litigation. Hence, the Company commences on the debt reorganization and
makes greater efforts to develop and research the new products, and creates a range of electrical bicycles to
occupy the domestic market.
II. Main Accounting Policy, Accounting Estimate and Errors
1. Compilation Basis of Financial Statement
The Company proceed on continue operating as a premise, according to the actual occurred transactions and
events, based on Accounting Standard for Enterprise—Basic and “Item 38”-Details of Accounting Standard,
and Application Guide of Accounting Standard for Enterprise issued subsequently, the Accounting Standard for
Enterprise—Explanation and other relevant regulations (together short for “Accounting Standard for
Enterprise”) to prepare financial statements.
2. Announcement for Following the Enterprise Accounting Standards
The financial statement complied by the Company pursuant to the foresaid compilation basis truly and fully
reflects such related information as financial status as of 31 December 2012, operation achievement and cash
flows of the Company and parent company for 2012.
3. Accounting Period
The company adopts Gregorian calendar, namely each 1 January to 31 December should be one fiscal year.
4. Standard Accounting Currency
The Company adopts Renminbi as the standard accounting currency.
5. Accounting Treatment Method for Business Combinations under the Same Control and not under the
Same Control
(1) The business combination under the same control
The Company conducts accounting treatment for the business combination under the same control under equity
method. The assets and liabilities that acquired by the acquirer in a business combination shall be measured on
the basis of their original carrying amount in the acquiree on the acquisition date, except for the necessary
adjustment made for different accounting policies. As for the difference between the carrying value of the
combination consideration (or the total par value of the shares issued) and the carrying value of the net assets
acquired through the business combination is used to adjust the capital reserve. In case that the capital reserve is
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深圳中华自行车（集团）有限公司 2012 年度财务报表附注
insufficient to off set, then retained earnings shall be adjusted.
The intermediate expenses occurred by the Company as combining party for the business combination
(including the expenses for audit, legal services, appraisal consultant and other related administrative
expenses), shall be recorded into the profits and losses at the current period. Bonds issued for business
combination or fees or commissions paid for assuming other liabilities shall be recorded in the initial
measurement amount of the bonds issued and other liabilities. Fees or commissions occurred by issuance of
equity securities shall be used to reduce the premium income of equity securities. In case that the premium
income is insufficient to offset, then retained earnings shall be off set.
(2) The business combination not under the same control
The Company conducts accounting treatment for the business combination not under the same control under
purchase method. The combination cost represents the fair value of the cash or non-cash assets paid, liabilities
assumed and equity securities issued by the Company for acquiring the control over the acquiree. The
intermediate expenses occurred by the Company as acquirer for the business combination (including the
expenses for audit, legal services, appraisal consultant and other related administrative expenses), shall be
recorded into the profits and losses at the current period. The transaction expense of the equity securities or debt
securities issued by the Company as combination consideration shall be recorded in the initial recognition
amount of equity securities or debt securities.
The combination cost confirmed as at the acquisition date shall be deemed as the initial investment cost of the
long term equity investment acquired from the business combination not under the same control. The Company
realizes and measures the identified assets and liabilities acquired from the combination not under the same
control at their fair value as of the acquisition date. If the combination cost is greater than the fair value of the
net identifiable assets of the acquiree acquired through combination, then the relevant difference shall be
confirmed as goodwill. If the combination cost is less than such fair value, then the relevant difference shall be
recorded in current profits and losses after review.
6. Compilation of Consolidated Financial Statements
(1)Confirmation bases for consolidation scope
Based on control, the Company takes the Company and all of its subsidiaries into the consolidation scope of
financial report.
As for the subsidiaries increased through business combination under the same control during the reporting
period, the Company consolidates such subsidiaries from the very beginning for reporting of financial
statement to the end of the reporting period. As for the subsidiaries increased through business combination not
under the same control during the reporting period, the Company consolidates such subsidiaries from the
acquisition date to the end of the reporting period. As for the subsidiaries reduced due to disposal during the
reporting period, the Company stops consolidation of such subsidiaries since the disposal date.
(2)Preparation method of consolidated financial statement
The consolidated financial statements are prepared by the Company based on the individual financial statement
of the Company and subsidiaries by reference to other related information after adjustment to the long term
equity investments of the subsidiaries at equity method. When preparing consolidated financial statements, the
Company makes necessary adjustments to the financial statements of subsidiaries which have different
accounting policies and accounting periods according to the unified requirements of the Company. The internal
transactions or issues and internal liabilities between the subsidiaries within consolidation scope are written off.
The shareholders equity of subsidiaries not attributable to the parents shall be separately listed under the item of
shareholder equity as minority equity in consolidated financial statement. Where the current losses shared by
minority shareholders of subsidiary exceed the owners equity of such subsidiary shared by minority
shareholders as at the year begin, the balance shall be used to off set minority equity.
7. Determination standards for cash equivalents
When preparing cash flow statement, the Company determines such investments with the following four
conditions including short terms (matured within 3 months since the acquisition date), high liquidity, easy to
convert to cash with known amount as well as minor value change risks as cash equivalents.
8. Foreign currency business and foreign currency statement translation
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深圳中华自行车（集团）有限公司 2012 年度财务报表附注
(1)Foreign currency business
The foreign currency business shall be translated to the functional currency amount at the spot exchange rate on
the transaction date.
As at the balance sheet date, items denominated in foreign currency are translated under the spot rate of the
balance sheet date or exchange rate approximate to the spot rate. The translation differences arising from the
difference between the spot rate of the balance sheet date and the spot rate of the initial realization date or the
previous balance sheet date is recorded in finance expense; foreign non-monetary items measured at historical
cost are still translated at the spot rate of the transaction date; foreign non-monetary items measured at fair
value are translated at the spot rate of the date when fair value is determined. The difference between the
functional currency amount after translation and the original functional currency amount is recorded in current
profits and losses as income from change of fair value, while the translation differences related to foreign
non-monetary items available for sale shall be recorded in capital reserve.
(2)foreign currency statement translation
When translating the foreign currency financial statements of the overseas subsidiaries by the Company, the
assets and liabilities items in the balance sheet are translated at the spot rate of the balance sheet date. As for
shareholders’ equity items, items are translated at the spot rate of the occurrence date other than the item of
“undistributed profit”; in income statement, income and expense items are translated at the spot rate of the
transaction occurrence date or the exchange rate approximate to the spot rate; in cash flow statement, all items
are translated at the spot rate of the cash flow occurrence date or the exchange rate approximate to the spot rate.
The affect amount on cash from change of exchange rate is used as an adjustment item which is separately
listed in the cash flow statement as “affect of cash and cash equivalents from change of exchange rate”.
Since foreign currency financial statement translation would occur differences, such differences are separately
listed in the shareholders’ equity in consolidated balance sheet as “foreign currency statement translation
difference”.
9. Financial instruments
Financial instrument represent such contract pursuant to which financial assets are formed for an enterprise and
financial liabilities or equity instruments are formed for other entities.
(1)realization and de-realization of financial assets and financial liabilities
The Company realizes financial assets or financial liabilities when it becomes a party to financial instrument
contract.
Financial assets are de-realized when any of the following conditions is satisfied:
① contract right to receive cash flow from such financial assets terminates;
② such financial asset has been transferred and complies with the derealization condition in respect of
financial assets transfer.
Where the prevailing obligations of the financial liabilities are released in whole or in part, the financial
liabilities shall be de-realized or only part of it.
(2) classification and measurement of financial assets and financial liabilities
Financial assets and financial liabilities of the Company are divided into the following 5 groups at the initial
recognition: financial assets and financial liabilities at fair value through current profits and losses,
held-to-maturity investment, account receivables, financial assets available for sale and other financial
liabilities. financial assets and financial liabilities are measured at fair value at initial recognition. As for
financial assets and financial liabilities at fair value through current profits and losses, the related transaction
expenses are recorded in current profits and losses directly, and the related transaction expenses of other
financial assets and financial liabilities are recorded in their initial recognition amounts.
①financial assets and financial liabilities at fair value through current profits and losses
17
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Financial assets and financial liabilities at fair value through current profits and losses comprise of transactional
financial assets or financial liabilities and those which are directly designated as financial assets and financial
liabilities at fair value through current profits and losses. transactional financial assets mainly represent the
stocks, bonds, funds and derivatives not use as effective hedge instrument held for disposal in a short term or
financial liabilities assumed due to recent repurchase. Those which are directly designated as financial assets
and financial liabilities at fair value through current profits and losses are mainly designated by the Company
based on the requirements for risk management and strategy investment.
This kind of financial assets and financial liabilities are subsequently measured at fair value. In addition to be
used as effective hedge instruments, all realized and unrealized profits and losses of this kind of financial assets
and financial liabilities are recorded in current profits and losses.
②held-to-maturity investment
Held-to-maturity investment represents the non derivative financial assets such as fixed rate national bunds or
floating rate corporate bunds which have fixed expiration date, fixed or determinable recoverable amount and
for which the Company has definite plan and ability to hold until maturity.
During the holding period, the Company measures the held-to-maturity investments at effective interest method
under amortized cost. Gains or losses arising from impairment, amortization or derealization of
held-to-maturity investment shall be recorded in current profits and losses. When disposing held-to-maturity
investment, the difference between the amount received from such disposal and the carrying value of such
investment shall be recorded in investment income.
③account receivables
Account receivables represent the creditor’s right such as account receivables formed from sales of goods and
provision of labor services, including account receivables, other receivables and long term receivables, etc.
Account receivables are initially measured at the contract or agreement amount receivable from the purchaser,
and are measured at the effective interest method under amortized cost during the holding period. When
recovered or disposed, the difference between the amount received and the carrying value of the account
receivables shall be recorded in current profit and loss.
④financial assets available for sale
Financial assets available for sale represent the non-derivative financial assets designated as available for sale at
initial recognition and those financial assets other than the aforesaid three kinds of financial assets. As for this
kind of financial assets, the Company conducts subsequent measurement at fair value, whose depreciation and
premium is amortized at effective interest method and which is realized as interest income. Except for
impairment loss and exchange difference of foreign monetary financial assets which are realized as current
profit and loss, change of fair value of financial assets available for sale shall be realized as a separate part of
capital reserve until such financial assets are de-realized or impaired, and the accumulative gains or losses
realized in capital reserve previously shall be transferred to current profit and loss. Dividends or interest income
relate to financial assets available for sale shall be recorded in current profit and loss.
⑤other financial liabilities
Other financial liabilities represent those which are not grouped at fair value through profit and loss.
The Company measures other liabilities at amortized cost or cost. Gains or losses arising from other financial
liabilities upon amortization and derealization shall be recorded in current profit and loss.
(3)transfer of financial assets
①The Company would de-realizes such financial assets in case that it transfers nearly all the risks and
remunerations entitled to the ownership of the financial assets to the transferee or it neither transfer nor retain
nearly all the risks and remunerations entitled to the ownership of the financial assets while gives up the control
over such financial assets.
②If the derealization conditions are met in respect of whole transfer of financial assets, then the difference
between the followings shall be recorded in current profit and loss:
18
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
A. Carrying value of the assets transferred;
B. The sum between the consideration received for transfer and accumulative fair value change which shall be
recorded in owners’ equity directly.
③If the derealization conditions are met in respect of transfer of part of financial assets, the whole carrying
value of the assets transferred shall be allocated to the realized part and de-realized part based on the respective
fair values. And the differences between the two amounts shall be recorded in current profit and loss:
A. Carrying value of the de-realized part;
B.The sum between the consideration for the de-realized part and the accumulative fair value change
corresponding to the de-realized part which was previously recorded in owners’ equity directly.
④If transfer of financial assets don’t meet condition for de-realization, the financial assets shall be continually
realized. The consideration received shall be confirmed as financial liabilities.
⑤as for the transfer of financial assets at constant involvement method, the Company realizes financial assets
and meanwhile financial liabilities based on the degree of the involvement.
(4)determination of fair value of financial assets and financial liabilities
①fair value of financial assets or financial liabilities which have active market is determined based on the
quotation in the active market;
②as for financial instruments which have no active market, the Company determines its fair value by
evaluation technology.
(5)impairment test for financial assets (excluding account receivables)
The Company reviews the carrying value of financial assets (excluding account receivables)
as at balance sheet date. If there is objective evidence showing impairment occurs, it shall provide
impairment reserve.
①held-to-maturity investment
Impairment losses are calculated based on the difference between the carrying value and the present value of
predicted future cash flow. For details, please refer to the measurement treatment for impairment losses of
account receivables.
If there is objective evidence showing the value of financial assets has been recovered which is related
objectively to the issues occurred after recognition of such losses (such as enhancement of the credit rating of
debtor), the impairment losses previously realized shall be written back and recorded in current profit and
losses. However, the carrying value after such written-back shall not exceed the amortized cost of the financial
assets as at the written-back date assuming no impairment reserve is provided.
②financial assets available for sale
If there is objective evidence showing fair value of financial assets available for sale decreases greatly, and it is
predicted that the decline trend is not temporary, the financial assets is deemed to be impaired and impairment
loss shall be realized. If financial assets available for sale experience impairment, the Company shall take out
the accumulative losses arising from decrease of fair value which was directly recorded in owners’ equity
previously to record in impairment losses when realizing impairment losses. The accumulative losses taken out
equal to the initial acquisition cost of the financial assets available for sale less the principal recovered and
amortized amount, prevailing fair value and impairment losses previously recorded in profit and loss.
As for the debt instruments for which impairment losses have been realized, if its fair value increases in
subsequent accounting periods which is objectively related to the issues occurred after the realization of
previous impairment losses, the previously realized impairment losses shall be written back and recorded in
current profits and losses. The impairment losses occurred by investment of equity instruments available for
19
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
sale shall be written back through equity while not through profit and losses if the value of such equity
instrument increases.
10. Account Receivable
(1) Account Receivable Withdrawal method on single significant amount and with bad debt provision accrued for single item
Standards for the determination on account receivable with single
significant amount based on business scale, business nature and
settlement status of the clients:
Determine basis or amount standards for Single Significant
Amount The account receivable over RMB 5 million(including RMB 5
million) at period-end
An impairment test shall be made on the financial assets with
significant single amounts. The impairment-related losses shall
Withdrawal method on single significant amount and with
be recognized to prepare the provisions for bad debts according
bad debt provision accrued for single item
to the balance between the future present value and the book
value.
(2) Bad debt provision for account receivable withdrawal by combination:
Basis for combination determine: characteristic of credit risk
Item Accrued method
Age analysis method: determined the impairment losses and bad
Age group—account receivable with same book age owns
debt provision accrued by age and regulated withdrawal proportion
similar characteristic in credit risk
of the account receivable
Adopt age analysis method for bad debt provision withdrawal in combination:
Accrued ratio for other account receivable
Age Accrued ratio for account receivable (%)
(%)
Within I year (1 year included)
0.3 0.3
1-2 years
0.3 0.3
2-3 years
0.3 0.3
Over 3 years
100 100
(3) Account receivable with minor single amount but with withdrawal bad debt provision for single item:
Reasons of withdrawal bad debt
Clearly evidence shows that the account hard to recover
provision for single item
Withdrawal method for bad debt Recognized impairment loss and accrued the bad debt provision according to the balance
provision between future cash flow on account receivable and its book value
11. Inventory
(1) Classification of inventory
The inventory of the Company refers to such seven classifications as the raw materials, product in process,
goods on hand, wrappage, low value consumables, materials for consigned processing and goods sold.
(2)Valuing of the delivered inventory
The Company adopts the historical cost for obtaining or the planned cost to value the inventory according to its
actual situation, and weighted average method for the issued inventory.
(3) Confirmation of net realizable value for the inventory and provision for inventory impairment
The net realizable value for the inventory refers to, in the course of general operation, the estimated amount
with deducting the estimated cost, estimated sales expense and related taxes from the estimated sales price.
Provision for inventory impairment: Based on making an overall check of the inventory at the middle and end
of the year, the Company measures the whole or partial out-of-dated inventory or the inventory with extremely
lower price according to the cost or the net realizable value, whichever is lower; and withdraws the impairment
provisions for the single inventory according to the balance between the net realizable value and the cost and
recorded into the profits and losses of current period. In addition to the holding purpose and the price and cost
fluctuation as of the balance sheet date, the Company shall take into the future event account when confirming
20
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
the net realizable value.
(4)Rake inventory
In addition to the periodic inventory system for the products, the Company adopts the perpetual inventory
system for other inventories.
(5) Amortization method for the low-value consumables and wrappage
The Company adopts one-off amortization method to amortize the low-value consumables.
The Company adopts one-off amortization method to amortize the wrappage at the time of receipt.
12. Long-term equity investment
(1)Determination of investment cost
①long term equity investment acquired through business combination under the same control
As for the long term equity investment acquired through business combination under the same control, share of
the carrying value of net assets of the acquiree as at the combination date adjusted according to the accounting
policies of the Company is deemed as the initial investment cost.
②long term equity investment acquired through business combination not under the same control
As for the long term equity investment acquired through business combination not under the same control,
combination cost determined on the acquisition date shall be deemed as initial investment cost.
In case that business combination not under the same control is realized through several transactions step by
step, the sum between the carrying value of the equity investment held in the acquiree before the acquisition
date and the new investment cost as at the acquisition date shall be deemed as initial investment cost.
③long term equity investment acquired by other means
As for the long term equity investment by cash payment, the purchase amount actually paid shall be deemed as
initial investment cost.
As for the long term equity investment by issuance of equity securities, the fair value of the equity securities
issued (excluding the declared while not granted cash dividends or profits received from investee) shall be
deemed as initial investment cost.
As for the long term equity investment made by investor, the value as agreed by investment contract or
agreement shall be deemed as initial investment cost, provided that the value as agreed by contract or
agreement shall be fair.
With the preceding conditions that non-monetary assets exchange has business nature and the fair value of
assets exchanged in or out can be measured reliably, the initial investment cost of the long term equity
investment acquired through non-monetary assets exchange is determined based on the fair value of the assets
exchanged out, unless there is definite evidence showing the fair value of the assets exchanged in is more
reliable. Non-monetary assets exchange not satisfying such preceding conditions, the carrying value of assets
exchanged out and relevant tax payables are deemed as initial investment cost of the long term equity
investment acquired.
As for long term equity investment acquired through debt reorganization, its initial investment cost is
determined based on fair value.
(2)Subsequent reckoning as well as profits and loss determination method
Investments in subsidiaries and long term equity investment in investee which the Company has no common
control or significant influences and no quotation in active market and for which the fair value can’t be
measured reliably are calculated at cost method. Long term equity investment in investee which the Company
has common control or significant influences is calculated at equity method.
When calculating long term equity investment at equity method:
① If the initial investment cost of long term equity investment is greater than the share of fair value of
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深圳中华自行车（集团）有限公司 2012 年度财务报表附注
the net identifiable assets of investee upon investment, the initial investment cost of long term equity
investment shall not be adjusted; If the initial investment cost of long term equity investment is lesser than the
share of fair value of the net identifiable assets of investee upon investment, the difference shall be recorded in
current profit and loss and meanwhile cost of long term equity investment shall be adjusted.
② Upon acquisition of long term equity investment, the Company shall confirm investment profit or
loss and adjust the carrying value of long term equity investment based on the proportion of the net profit and
loss realized by the investee it shall share or assume. Confirmation for the proportion of the net profit and loss
realized by the investee it shall share or assume is based on the fair value of the various identifiable assets of
the investee upon acquisition of the investment with offset of the unrealized profit and loss of the internal
transactions with associates and joint ventures attributable to the Company based on its shareholding proportion
(if the unrealized internal transaction loss belongs to assets impairment loss, it shall confirm in full) and
adjustment to the net profit of the investee under the accounting policies and accounting periods of the
Company.
③confirmation of net loss in investee shall be within the limit of zero of the carrying value of long term equity
investment and other long term equity which substantially constitutes net investment in investee, while except
for the obligations to assume additional losses as agreed in contract or agreement. If investee realizes net profit
in future, the Company would resume confirmation of income shares after the compensation of unrealized loss
shares with its income shares.
④carrying value of long term equity investment shall be offset accordingly with the attributable profit or cash
dividends declared by investee.
⑤as for other changes in owners’ equity (other than net profit and loss) of the investee, the Company calculates
the part it should share or assume according to the shareholding proportion provided that such proportion
remains unchanged, adjusts carrying value of the long term equity investment and increases or decreases capital
reserve accordingly.
If the investee is still an associate or joint venture of the Company after reduction of the shareholding
proportion, the Company will continue to calculate the remaining investment at equity method, and carry
forward the gains or losses previously realized in other comprehensive income (capital reserve) to current profit
and loss at the same proportion as it disposes the investment.
If the investee is still an associate or joint venture of the Company after increase of the shareholding proportion,
the Company will continue to calculate the investment at equity method under the new shareholding proportion.
On the new investment date, the difference between the new investment cost and the share of fair value of net
identifiable assets of investee as calculated under the new shareholding proportion shall be treated according to
the aforesaid principle; the difference between the original carrying value of the long term equity investment
upon acquisition of new investment and the share of fair value of net identifiable assets of investee as
calculated at the shareholding proportion (namely the shareholding proportion after investment increase less the
new additional shareholding proportion) shall be used to adjust the carrying value of long term equity
investment and capital reserve.
(3)The basis for the co-control over and material influence on the invested unit
① Judgment for common control
Common control means any joint venture party can not control the production and operation of the joint
venture separately, and decision involving the basic operation activity of the joint venture requires unanimous
consent from all the joint venture parties.
② Judgment for significant influence
Significant influences represent an entity is entitled to the decision making in respect of the financial and
operational policies of an enterprise, while it is not entitled to control the establishment of these policies
separately or with other parties. In case that the Company holds, directly or indirectly by subsidiary, more than
20% (20% included) while less than 50% voting shares of an investee, it is deemed to have significant
influences over the investee unless there is obvious evidence showing that the Company can’t participate in the
production and operation decision making thus no significant influence can be formed in such situation. In case
that the Company holds less than 20% (20% excluded)voting shares of investee, it is deemed to have no
significant influences over the investee, unless there is obvious evidence showing the Company can participate
in the production and operation decision making of the investee thus significant influence can be formed in
such situation.
(4)Depreciation test method and depreciation allowance
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深圳中华自行车（集团）有限公司 2012 年度财务报表附注
As for the long term equity investment in subsidiaries, joint ventures and associates, the Company provides
impairment reserve according to the method as described in Note II. 25.
As for the long term equity investment by which the Company has no common control or significant influence
over the investee, and where there is no quotation in active market and whose fair value can not be measured
reliably, the Company provides asset impairment reserve according to the method as described in Note II. 9(5).
13. Investment real estate
Investment real estate refers to the real properties for the purpose of rental or value increase or both. Investment
real estate of the Company including rented land use right, land use right on hand and ready for transfer after
appreciation and rented buildings.
The Company initiated the investment real estate on the cost while obtained, and accrual depreciation or
amortization by period based on relevant regulation of fixed assets or intangible assets.
For the investment real estate adopting subsequent measures for cost mode, found Note (II) -25 for the accrual
method for assets impairment
14. Fixed assets
(1) Fixed assets confirmation conditions
Fixed assets refer to the tangible assets for production of products, provision of labor, lease or operation, and
with a service life in excess of 1 financial year. Fixed assets shall be confirmed when meet the following
conditions:
①Fixed assets’ related financial benefits shall flow into the Company;
②Their value can be measured.
(2) Depreciation methods for various fixed assets
Depreciation of fixed assets is provided under straight-line method. Fixed assets start to provide depreciation when
it reaches the condition for planned use, and stop provision of depreciation upon de-realization or classification to
non-current assets held for sale (other than the fixed assets which are provided with depreciation in full and for
continued use and the land accounted in separate calculation). Without consideration of impairment reserve, the
Company determines the annual depreciation rates of various fixed assets as follows based on the category of fixed
assets, predicted use life and predicted residual value:
Categories Years of depreciation(years) Scrap value rate (%) Yearly depreciation rate (%)
Housing buildings
20 10 4.5
Machines and equipment
10 10 9
Office equipment
5 10 18
Electronic equipment
5 10 18
Transportation equipment
5 10 18
Other equipment
5 10 18
(3) Depreciation test method and depreciation allowance method for fixed assets
Depreciation allowance method for fixed assets of the Company was been shown on Note II,25.
(4) Determination and evaluation method for fixed assets financed by leasing
The lesser of the fair value of leased assets and present value of the minimum lease payment is taken as the
accounting value of the leased assets on the starting date of the lease.
As for the fixed assets leased under financing lease, if it is reasonable to confirm that the Company can acquire
the ownership of the leased assets upon expiration of the lease term, the Company provides depreciation of the
leased assets within the useful period; if the ownership can not be confirmed, depreciation shall be provided at
the lesser of the lease term and the useful period of the leased assets.
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深圳中华自行车（集团）有限公司 2012 年度财务报表附注
(5) Other notes
①at the end of each year, the Company reviews the use life, predicted net residual value and depreciation
method of fixed assets. In case of any difference between the predicted use life and the previously estimated
one, the Company would adjust the use life of fixed assets; In case of any difference between the predicted net
residual value and the previously estimated one, the Company would adjust the predicted net residual value.
②as for the repair expenses occurred by fixed assets, if confirmation conditions for fixed assets are satisfied,
the expenses shall be recorded in fixed asset cost; and if the conditions are not satisfied, it shall be recorded in
cost and expense of the current period when it occurs.
③fixed assets decoration expenses satisfying capitalization condition: provide depreciation under straight line
method during the period of the lesser of the gap period between two decorations and use life of fixed assets.
15. Project under Construction
(1)calculation of construction in progress
The construction in progress is measured based on actual cost and calculated based on different projects.
(2)timing for construction in progress being carried forward to fixed assets
When construction in progress reaches condition for planned use, it shall be carried forward to fixed assets
based on all actual occurrence of expenditures for calculation. If construction in progress reaches condition for
planned use while completion settlement has not been proceeded, it shall be transferred to fixed assets at the
estimated value based on project budget, construction fee or actual cost since the date when condition for
planned use is reached. Meanwhile, the Company would provide fixed assets depreciation according to its
depreciation policies. After proceed of such completion settlement, the Company would adjust the previously
estimated value based on actual cost, with no adjustment to the previous provision of depreciation.
(3)impairment reserve for construction in progress
Provision method for impairment reserve for construction in progress is set out in Note II.25.
16. Borrowing Costs
(1)confirmation of capitalization of borrowing expenses
Assets qualifying for capitalization represent those fixed assets, investment property and inventory which
require quite a long time of purchase or production activities to reach the conditions for planned use or be ready
for sale. Borrowing expenses include borrowing interests, amortization of discount or premium, auxiliary
expenses and exchange difference arising from foreign currency borrowings.
The borrowing expenses of the Company which can be directly attributable to the purchase or production of the
assets qualifying for capitalization shall be capitalized and recorded in related assets cost; other borrowing
expenses are confirmed as expenses upon occurrence according to the occurrence amount and recorded in
current profit and loss.
Borrowing expenses start to capitalize when the following conditions are met:
①assets expenditures, which include the expenditures occurred for purchasing or producing assets qualifying
for capitalization through payment of cash, transfer of non cash assets or assuming interest debts, have
occurred;
②borrowing expenses have occurred;
③purchase or production activity for reach of the conditions for planned use or ready for sale has occurred.
(2)capitalization period of borrowing expense
Borrowing expenses occurred for purchasing or producing assets qualifying for capitalization shall be recorded
in cost of the assets when the assets reach conditions for planned use or be ready for sale; and the borrowing
expenses occurred after the assets reach conditions for planned use or be ready for sale shall be recorded in
current profit and loss.
If abnormal interruption occurs during the purchasing or producing assets qualifying for capitalization and the
interruption lasts over 3 months consecutively, the borrowing expenses shall stop capitalization temporarily. If
part items are completed and available for use separately when purchasing or producing assets qualifying for
capitalization, such part of assets shall stop capitalization in respect of their borrowing expenses.
(3)determination method of the capitalized amount of borrowing expenses
The Company calculates the capitalized amount of borrowing expenses per quarter.
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深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Interest expenses (after deduction of the interest income obtained from the unused borrowing capitals as saved
in bank or investment income obtained from temporary investment) and auxiliary expenses of special
borrowings are capitalized when the assets qualifying for conditions purchased or produced reach conditions
for planned use or be ready for sale.
The interest of general borrowings which should be capitalized is calculated based on the weighted average
number of the capital expenditure that the accumulative assets expenditure exceeding special borrowings
multiply the capitalization rate taken in general borrowings. Capitalization rate is calculated based on the
weighted average interest rate of general borrowings.
For discount or premium of borrowings, the Company determines the discount or premium amount that shall be
amortized in each accounting period under effective interest method and adjusts the interest amount for each
period.
During the capitalization period, the exchange difference of principals and interests of foreign currency special
borrowing shall be capitalized and recorded in the cost of the assets qualifying for capitalization.
17. Intangible Assets
(1)initial measurement of intangible assets
The intangible assets of the Company are initially measured at effective cost. In case that the payment for
purchasing intangible assets defers out of the normal credit conditions and is of financing substantially, cost of
the intangible assets is the present value of the purchase payment.
As for the intangible assets acquired from debtor in debt reorganization to settle debt, the accounting value is
determined based on the fair value of such intangible assets. With the preceding conditions that non-monetary
assets exchange has business nature and the fair value of assets exchanged in or out can be measured reliably,
the accounting value of the intangible assets exchanged in through non-monetary assets exchange is determined
based on the fair value of the assets exchanged out, unless there is definite evidence showing the fair value of
the assets exchanged in is more reliable. Non-monetary assets exchange not satisfying such preceding
conditions, the carrying value of assets exchanged out and relevant tax payables are deemed as cost of the
intangible assets exchanged in without confirmation of profit and loss.
(2)subsequent measurement of intangible assets
①useful life of intangible assets
The Company analyzes and judges the use life of the intangible assets upon acquisition. If the use life of
intangible assets is definite, the Company estimates the term of such use life or quantity of measurement unit
such as production capacity that constitutes use life. For intangible assets for which the term to bring economic
benefit to the Company is unpredictable, the assets are deemed as those with indefinite use life.
②amortization of intangible assets
Intangibles assets with definite use life is amortized under straight line method within the predicted use life
since the month where it is acquired; intangibles assets with indefinite use life is not amortized and need
impairment test at period end.
The Company reviews the use life and amortization method of intangibles assets and makes necessary
adjustments at least at the end of each year.
③in case that the Company predicts that intangible assets are impossible to bring economic benefit in future at
period end, the carrying value of the intangibles assets shall be transferred to current profit and loss in full.
④impairment of intangible assets
The provision method of impairment reserve for intangible assets is set out in Note II. 25.
18. Long-term Deferred Expenses
Long term unamortized expenses represent the occurred expenses which should be shared by the current period
and future periods with term than one year. The long term unamortized expenses are averagely amortized
during the benefit period, among which:
(1) Rental prepaid for operation lease for fixed assets shall be averagely amortized within the term as provided
in the lease contract.
(2) Improvement expenditure of the fixed assets leased through operation lease shall be averagely amortized
within the lesser of the remaining lease term and the useful life of the leased assets.
(3) As for fixed assets leased through financing lease, the decoration expenses qualifying for capitalization shall
be averagely amortized within the lesser of the gap period between two decorations, the remaining lease term
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深圳中华自行车（集团）有限公司 2012 年度财务报表附注
and the useful life of the fixed assets.
As for the long term unamortized expenses items which would not benefit the future accounting periods, the
amortized value shall be recorded in current profit and loss in full.
19. Accrued Liabilities
(1)the performance of the present obligations arising from pending lawsuits, product quality guarantee, loss
contract and disposal obligations of oil and gas assets may lead to outflow of economic benefits. If the
obligations can be measured reliably, it shall be confirmed as predicted liabilities.
(2) predicted liabilities are measured initially based on the best estimate for the expenditures required for
performance of relevant present obligations with considerations of factors such as risks related to contingent
issues, uncertainty and monetary time value. If the influence of monetary time value is significant, the best
estimate is determined with discount of the relevant future cash outflow.
(3)oil and gas assets disposal obligations satisfying confirmation condition for predicted liabilities are
confirmed as predicted liabilities and record the original value of the relevant oil and gas assets. The amount
equals to the present value of the predicted future expenditure occurred according to the local conditions and
relevant requirements.
(4)as for those not satisfying confirmation condition for predicted liabilities, the expenditures occurred for
dismantle, relocation and premise clearance upon disposal shall be recorded in current profit and loss as
clearance expenses when actually occur.
20. Revenue
(1)goods sales
Income from goods sales are realized when the following conditions are met: the major risks and remuneration
entitled to the ownership of goods are transferred to buyer; neither retain the continued management right
generally related to ownership, nor exercise effective control over the sold products; the relevant economic
benefits are probable to flow into the Company; the relevant income and costs can be measured reliably.
(2)provision of labor service
If the result of labor service transaction provided on balance sheet date can be measured reliably, the result shall
be confirmed under completion percentage method. The total income from provision of labor services is
determined based on the contract or agreement amount received or receivable from the acceptor of labor
services, provided that such contract or agreement amount received or receivable shall be fair.
If the result of labor service transaction provided on balance sheet date can not be measured reliably, then it
shall proceed as follows:
①if the occurred labor service cost can be compensated, the Company would confirm labor service provision
income based on the occurred labor service cost and carry forward the same to labor service cost.
②if the occurred labor service cost can not be compensated, the Company would record the occurred labor
service cost in current profit and loss without confirmation of labor service provision income.
(3)transfer of assets use right
In case that the economic benefits related to transactions are probable to flow into the Company and amount of
income can be measured reliably, the income from transfer of asset use right is determined as follows:
①interest income shall be determined based on the time used by others for use of the monetary capital of the
Company and effective interest rate.
②use fee income shall be determined based on the charge time and method as agreed by the relevant contract
or agreement.
21. Government Grants
Government grants comprise of those related to assets and those related to income.
(1)confirmation and measurement of government grants
Government grants are realized where the conditions enclosed with the government grants are satisfied and the
same can be received.
If government grants are monetary assets, they shall be measured based on the amount received or receivable;
If government grants are not monetary assets, they shall be measured at fair value; if fair value can not
determined reliably, they shall be measured at nominal amount.
(2)accounting treatment for government grants
Government grants related to assets are realized as deferred income and allocated averagely in the use life of
the relevant assets which shall be recorded in current profit and loss.
Government grants measured at nominal amount are recorded in current profit and loss directly.
Government grants related to income which are used to make up for the relevant expenses and losses in future
periods are realized as deferred income and recorded in current profit and loss in the period when related
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深圳中华自行车（集团）有限公司 2012 年度财务报表附注
expenses are realized; those which are used to make up for the relevant occurred expenses or losses shall be
recorded in current profit and loss directly.
22. Deferred tax assets / deferred income tax liabilities
According to the temporary differences between the carrying value of assets and liabilities as at the balance
sheet date and tax bases, the Company realizes deferred income tax under balance sheet debt method. Except
for the goodwill adjustment arising from business combination or deferred income tax related to the
transactions or issues which should be recorded in owners’ equity directly are recorded in owners’ equity,
deferred income tax shall be recorded in current profit and loss as income tax expense.
The taxable temporary difference shall confirm the relevant deferred income tax liabilities, unless such
difference occurs in the following transactions:
(1)initial confirmation of goodwill, or initial confirmation of the assets or liabilities occurred in the transactions
with the following characteristics: the transaction is not business combination, and the occurrence of which
neither affect accounting profit nor taxable income;
(2)initial confirmation of the assets or liabilities occurred in the transactions with the following characteristics:
the transaction is not business combination, and the occurrence of which neither affect accounting profit nor
taxable income;
(3)as for the taxable temporary differences related to investments in subsidiaries, joint venture and associates,
the time for transferring back the temporary difference is under control and it is probable that the temporary
difference will not transfer back in foreseeable future.
As for the deductible losses and tax deduction which can be used to deduct temporary difference and carried
forward in future years, the Company takes the future taxable income which can be obtained and used to deduct
deductible temporary difference, deductible losses and tax deduction as the limit to realize the arising deferred
income tax assets, unless such deductible temporary difference occurs in the following transactions:
(1)the transaction is not business combination, and the occurrence of which neither affect accounting profit nor
taxable income;
(2)as for deductible temporary difference related to investments in subsidiaries, joint venture and associates, the
Company realizes the underlying deferred income tax assets when the following conditions are satisfied:
temporary difference is probable to transfer back in foreseeable future, and it is probable to obtain such taxable
income to offset deductible temporary differences.
On balance sheet date, as for deferred income tax assets and deferred income tax liabilities, the Company
measures the assets and liabilities at the tax rate applicable in the period when the assets are recovered or the
liabilities are settled. Meanwhile, the measurements shall reflect the income tax effects from the methods of
recovering assets or settling liabilities as at balance sheet date.
The Company reviews carrying value of deferred income tax assets on balance sheet date. If it is not probable
to obtain sufficient taxable income in future periods to offset the benefits of deferred income tax assets, the
carrying value of deferred income tax assets shall be reduced, with the reduction amount recorded in current
income tax expenses. As for the deferred income tax assets previously recorded in owners’ equity upon
realization, the reduction amount shall also be recorded in owners’ equity. When it is probable to obtain
sufficient taxable income tax, the reduced carrying value of deferred income tax assets can be resumed.
23 . operation lease and financing lease
The Company groups the lease by which all the risks and remunerations related to ownership of assets are
transferred substantially as financing lease, and others are operation lease.
(1)operation lease
①the lease payment paid for leasing assets is amortized under straight line method in the entire lease period
without deduction of lease-for-free period, and is recorded in current expenses. The initial direct expenses paid
by the Company related to lease transactions shall be recorded in current expenses.
If asset leaser assumes the lease related expenses which shall be assumed by the Company, the Company shall
deduct such expenses from the total rental and amortize based on the deducted rental expenses during the lease
period and record in current expenses.
②the lease fee collected by the Company for assets lease is amortized under straight line method in the entire
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深圳中华自行车（集团）有限公司 2012 年度财务报表附注
lease period without deduction of lease-for-free period, and is realize as lease income. The initial direct
expenses paid by the Company related to lease transactions shall be recorded in current expenses; for
significant amount, it shall be capitalized and recorded in current income in phases under the same basis as
realization of lease income in the entire lease period.
If the Company assumes the lease related expenses which shall be assumed by the lessee, the Company shall
deduct such expenses from the total rental income and allocate based on the deducted rental expenses during
the lease period.
(2)accounting treatment for financing lease
①assets leased by financing lease: the Company accounts the leased assets at the lower of the fair value of
leased assets and present value of the minimum lease payment on the inception date of the lease, and the
minimum lease payment is deemed as the accounting value of long term account payables, and the difference is
taken as unrealized financing expenses.
The Company amortizes the unrealized financing expenses at effective interest rate method in the asset lease
period and records in finance expenses.
②assets leased out by financing lease: on the inception date of the lease, the Company realizes the difference
between the sum of financing lease account receivables and unguaranteed remaining value and its precent value
as unrealized financing income which is conformed as lease income in future periods involving lease. The
initial direct expenses occurred by the Company related to lease transaction shall be recorded in the initial
measurement of financing lease account receivables. And income realized in lease period shall be reduced
accordingly.
24. Assets held for sale
Non current assets satisfying the following conditions are grouped as assets held for sale: I. The Company has
made resolution in respect of the disposal of the non current assets; II. The Company has entered into
irrecoverable transfer agreement with transfee; III. The transfer would be completed within one year.
As for fixed assets held for sale, the Company shall adjust the predicted net residual value of the fixed assets to
make the predicted net residual value of fixed assets reflect the fair value less disposal expenses, while not
exceeding the original carrying value of the fixed assets when condition of held-for-sale is satisfied. The
difference between the original carrying value and the adjusted predicted net residual value shall be recorded in
current profit and loss as asset impairment.
Other non current assets such as intangible assets satisfying condition of held-for-sale are treated by reference
to the above principles.
25. Assets impairment
Assets impairment in respect of the long term equity investment in subsidiaries, associates and joint ventures,
investment property which is subsequently measured under cost model, fixed assets, construction in progress,
productive biological assets, intangible assets, goodwill, proven oil natural gas mining equity and well and related
equipments (other than inventory, investment property measured under fair value model, deferred income tax
assets, financial assets) is determined as follows:
(1)the Company judges on balance sheet date whether there exist indication for impairment of assets. If such
indication exists, the Company would estimate its recoverable amount and conduct impairment test. As for the
goodwill arising from business combination, intangible assets with indefinite use life and intangible assets for
which the condition for planned use is not satisfied, whether h\there is impairment indication, impairment test
shall be conducted every year.
(2)recoverable amount is determined at the higher of the asset fair value less disposal expenses and the present
value of the assets predicted future cash flow. The Company estimates the recoverable amount based on single
asset. If it is hard to estimate the recoverable amount of single asset, the Company estimates the recoverable
amount of the assets group where such single asset belongs to.
(3)determination of assets group is based on whether the major cash inflow from one asset group is independent
from the cash inflow from other assets or assets group. When the recoverable amount of assets or assets group is
28
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
lesser than its carrying value, the Company would reduce the carrying value to recoverable amount, with the
reduced amount recorded in current profit and loss, and asset impairment reserve shall be provided accordingly.
(4)in respect of impairment test of goodwill, carrying value of the goodwill arising from business combination
shall be allocated to assets group under reasonable method since the acquisition date; if its is hard to allocate to
related asset group, it shall be allocated to the relevant asset group combination. The relevant asset group or asset
group combination represents that which can benefit from the synergy effects of business combination and which
is not larger than the reporting segment of the Company.
In impairment test, if these exist impairment indication in asset group or asset group combination related to
goodwill, impairment test shall be firstly made in respect of the asset group or asset group combination without
inclusion of goodwill, thus to calculate the recoverable amount and realize the relevant impairment losses. Later,
impairment test shall be made in respect of the asset group or asset group combination with inclusion of goodwill,
and make comparison between its carrying value and recoverable amount. If the recoverable amount is lesser than
its carrying value, the Company shall realize impairment losses of goodwill.
(5)once realized, asset impairment losses would not be transferred back in future account periods.
26. Staff remuneration
Staff salary, bonus, allowance, subsidy, welfare, social insurance and housing fund are realized in the accounting
period when employees provide services. As for those matured after one year from balance sheet date, if the
discounted effect amount is significant, it shall be listed with its present value.
27. Material accounting judgment and estimation
The Company continues to assess the material accounting estimation and key assumptions adopted by reference to
historical experiences and other factors including the reasonable expectation for future issues.
28.The main accounting policies, changes of accounting estimates
(1) Changes of accounting policies
No changes on accounting policies.
(2) Changes of accounting estimates
No changes on accounting estimates.
29. Prior period correction of accounting errors
No accounting error correction is available during the period of this report.
30. Other preparation method on main accounting policies, accounting estimation and finial statement
No other preparation for accounting policies, accounting estimation and finial statement of the Company.
III. Taxes
Mai tax category and tax rate:
Tax category Tax calculation evidence Tax rate
Sales income, and income from processing, maintenance,
Value added tax making repairs and supplying replacements, and labor 17%
service
Sales tax Taxable labor income
5%
Tax for maintaining and
Amount of value-added tax and sales tax payable
building cities 1%、7%
Educational surtax Amount of value-added tax and sales tax payable
3%
Local educational surtax Amount of value-added tax and sales tax payable 2%
Property tax 70% of the original value of the property 1.2%
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深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Business income tax Taxable income 25%
IV. Business Combination and Consolidated Financial Statements
1. Subsidiaries
(1) Subsidiaries obtained by means of establishment or investment, etc.
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深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Balance of other
Legal items actually Consolidat
Proportion Proportion
Registration Registered ed report
Full name Type representati Business scope forming the net of shares of voting
place statement
capital held (%) power (%)
or not
ve investment in the
subsidiaries
Wholly-own Yes
Shenzhen Anjule Realty RMB 2 Self-owned realty
ed Shenzhen
Management Co., Ltd. million Li Hai management - 100 100
subsidiary
Wholly-own Yes
China Bicycle (International) Co., HK$ 0.02
ed Hong Kong Trade and manufacturing
Ltd. million - 100 100
subsidiary
China Bicycle (Hong Kong) Co., Controlling HK$ 5 Bicycle and parts Yes
Hong Kong -
Ltd. subsidiary million distribution 99 99
Shenzhen Emmelle Industry Co., Controlling RMB 2 Bicycle and parts Yes
Shenzhen Li Hai -
Ltd. subsidiary million distribution 70 70
(2) The Company has no subsidiary obtained from combination with enterprises under the same control.
(3)The Company has no subsidiary obtained from combination with enterprises not under the same control.
31
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
2. No business entity of control right formed by special purpose subject or by means of trusted business or leasing etc.
3. No changes in the consolidation scope in the period.
4. No enterprise mergered under same control occurred in the period.
5. No enterprise mergered under different control occurred in the period.
6. No subsidiary losses in period by means of equity for sale without control rights held.
7. No reverse purchase occurred in the period.
8. No absorption merger occurred in the period.
V. Notes to Items in Consolidated Financial Statements
1. Monetary fund
Items Amount at the end of period Amount at the beginning of period
Original Original
Conversi Conversion
Amount in RMB Amount in RMB
currency on rate currency rate
amount amount
Cash:
-
RMB
112,771.51 1.00 112,771.51 69,024.09 1.00 69,024.09
HK Dollar
1,894.30 0.81085 1,535.97 1,894.27 0.8107 1,535.68
US Dollar
1.25 6.28550 7.86 1.25 6.3009 7.88
Subtotal
114,315.34 70,567.65
Bank deposit:
RMB
51,704,996.49 1.00 51,704,996.49 23,876,073.90 1.00 23,876,073.90
HK Dollar
710,426.13 6.28550 576,049.03 740,051.61 0.8107 599,959.84
Subtotal 52,281,045.52 24,476,033.74
Total 52,395,360.86 24,546,601.39
2. Notes receivable
(1) Classification of notes receivable
32
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Category Amount at the end of period Amount at the beginning of period
Bank acceptance bill 1,627,810.00 1,000,000.00
(2) Notes with endorsement provided to other party but not post-dated of the Company of five top clients at the end of period:
Drawn by Date of drawl Expire date Amount Remark
Henan Daming Electric Bicycle Sales
Co., Ltd. 2012-09-26 2013-03-26 6,000,000.00
Jinan YUSIGN Sales Co., Ltd. 2012-07-03 2013-01-03 5,000,000.00
Jinan YUSIGN Sales Co., Ltd. 2012-09-13 2013-03-13 5,000,000.00
Jinan YUSIGN Sales Co., Ltd. 2012-10-24 2013-04-24 5,000,000.00
Jinan YUSIGN Sales Co., Ltd. 2012-08-30 2013-02-28 4,133,880.80
Total 25,133,880.80
Statement: amount of notes with endorsement provided to other party but not post-dated of the Company in the year was RMB
73,031,779.62.
3. Accounts receivable
(1) Exposure of accounts receivable by category:
Amount at the end of period
Category Book balance Bad debt provision
Proportion Proportion
Amount Amount
(%) (%)
Account receivable with single major amount but
withdrawal bed debt provision for single item
Account receivable withdrawal bad debt provision by
age combination 1,042,707,561.67 100.00 1,036,705,398.73 99.42
Account receivable with single minor amount but
withdrawal bed debt provision for single item
Total
1,042,707,561.67 100.00 1,036,705,398.73 99.42
Amount at the beginning of period
Category Book balance Bad debt provision
Proportion Proportion
Amount Amount
(%) (%)
Account receivable with single major amount and
withdrawal bed debt provision for single item
Account receivable withdrawal bad debt provision by
age combination 1,040,566,658.76 100.00 1,036,696,739.18 99.63
33
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Amount at the beginning of period
Category Book balance Bad debt provision
Proportion Proportion
Amount Amount
(%) (%)
Account receivable with single minor amount but
withdrawal bed debt provision for single item
Total
1,040,566,658.76 100.00 1,036,696,739.18 99.63
Interpretation to the category of accounts receivable:
According to the business scale, business nature, and customers’ settlement, etc., the account receivable with single big amount is
determined to be RMB 5 million. The account receivable with single big amount has no depreciation reserve, and the reserve for bad
and doubtful account is withdrawn with age analysis method.
(2) In combination, account receivable withdrawal bed debt provision by age analysis method:
Balance at period-end Balance at period-begin
Age Book balance Book balance
Bad debt
Bad debt provision Ratio
Amount Ratio (%) Amount provision
(%)
Within
1year 5,740,904.91 0.55 17,222.72 3,728,460.55 0.36 11,185.38
1-2 years
240,247.48 0.02 720.74 151,262.72 0.01 453.79
2-3 years
39,071.22 0.01 117.21 1,841.00 0.00 5.52
Over 3years
1,036,687,338.06 99.42 1,036,687,338.06 1,036,685,094.49 99.63 1,036,685,094.49
Total
1,042,707,561.67 100.00 1,036,705,398.73 1,040,566,658.76 100.00 1,036,696,739.18
(3) No account receivable actually cancelled after verification in the report period.
(4)The accounts receivable at the report period don’t involve with the shareholder units holding over 5% (including 5%) voting
power of the Company.
(5) Top 5 units with an amount of account receivable
Proportion among
Relationship with
Name Amount Period the gross accounts
the company
receivable (%)
Customer I
Non-affiliated
customers 174,219,907.69 Over 3 years 16.71
Customer II
Non-affiliated
customers 140,887,132.85 Over 3 years 13.51
Customer III
Non-affiliated
customers 97,930,571.16 Over 3 years 9.39
Customer IV
Non-affiliated
customers 69,887,060.40 Over 3 years 6.70
34
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Customer V
Non-affiliated
customers 52,406,319.69 Over 3 years 5.03
Total 535,330,991.79 51.34
(6) No account receivable involving with affiliated parties in the report period.
(7) No account receivable with confirmation terminated in the report period.
4. Advance payment
(1) Listing of advance payment by age:
Balance at the end of period Balance at the beginning of period
Age
Amount Proportion (%) Amount Proportion (%)
Within 1 year
460,658.05 55.50 1,398,866.67 88.05
1-2 years
369,298.08 44.50 - -
2-3 years
- - 189,876.41 11.95
Total
829,956.13 100.00 1,588,743.08 100.00
(2) The advance payment in the report period doesn’t involve with the shareholder units holding over 5% (including 5%) voting
power of the Company.
5. Other accounts receivable
(1) Exposure of other accounts receivable by category:
Balance at the end of period
Category Book balance Bad debt provision
Amount Proportion Amount Proportion
(%) (%)
Other account receivable with single major amount and
withdrawal bed debt provision for single item
Other account receivable withdrawal bad debt provision
by age combination 556,674,958.58 100.00 533,207,289.71 95.78
Other account receivable with single minor amount but
withdrawal bed debt provision for single item
Total
556,674,958.58 100.00 533,207,289.71 95.78
Balance at the beginning of period
Category Book balance Bad debt provision
Amount Proportion Amount Proportion
(%) (%)
Other account receivable with single major amount and
withdrawal bed debt provision for single item
Other account receivable withdrawal bad debt provision
by age combination 558,308,659.77 100.00 533,115,112.88 95.49
35
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Balance at the beginning of period
Category Book balance Bad debt provision
Amount Proportion Amount Proportion
(%) (%)
Other account receivable with single minor amount but
withdrawal bed debt provision for single item - - - -
Total 558,308,659.77 100.00 533,115,112.88 95.49
Interpretation to the category of other accounts receivable:
According to the business scale, business nature, and customers’ settlement, etc., the other account receivable with single big amount
is determined to be RMB 5 million. The other account receivable with single big amount has no depreciation reserve, and the reserve
for bad and doubtful account is withdrawn with age analysis method.
(2) Exposure of other accounts receivable by age:
Balance at period-end Balance at period-begin
Age Book balance Book balance
Bad debt Bad debt
Amount Proportio provision Amount Proportion provision
n (%) (%)
Within
1year 470,811.60 0.08 1,419.08 25,077,859.28 4.49 75,226.82
1-2years
22,923,284.64 4.12 68,719.86 146,244.00 0.03 438.73
2-3years
144,144.00 0.03 432.43 45,244.91 0.01 135.73
Over
3years 533,136,718.34 95.77 533,136,718.34 533,039,311.58 95.47 533,039,311.59
Total
556,674,958.58 100.00 533,207,289.71 558,308,659.77 100.00 533,115,112.88
(3) No other account receivable actually cancelled after verification in the report period.
(4) The other accounts receivable in the report period don’t involve with the shareholder units holding over 5% (including 5%) voting
power of the Company.
(5) Top 5 units with an amount of other account receivable:
Proportion among
Relationship with the gross accounts
Name Amount Period
the company receivable - others
(%)
Customer I
Non-affiliated
customers 220,038,935.10 Over 3 years 39.53
Customer II
Non-affiliated
customers 60,359,041.39 Over 3 years 10.84
Customer III
Non-affiliated
customers 30,059,193.03 Over 3 years 5.40
Customer IV
Non-affiliated
customers 25,902,462.08 Over 3 years 4.65
36
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Customer V
Non-affiliated
customers 20,531,780.08 Over 3 years 3.69
Total 356,891,411.68 64.11
(6)No other account receivable involving with affiliated parties in the report period.
(7)No other account receivable-others with confirmation terminated in the report period.
6. Inventory
(1) Inventory classification
Balance at the end of period Balance at the beginning of period
Items Book balance Depreciation Book value Book balance Depreciation Book value
reserve reserve
Raw
materials 41,879,466.18 35,572,510.46 6,306,955.72 41,891,048.28 35,572,510.46 6,318,537.82
Low value
and easily
worn-out
articles 24,498,798.60 13,626,271.72 10,872,526.88 21,279,324.73 13,719,674.52 7,559,650.21
Merchandis
e inventory 432,715.25 - 432,715.25 432,240.25 - 432,240.25
Total 66,810,980.03 49,198,782.18 17,612,197.85 63,602,613.26 49,292,184.98 14,310,428.28
(2) Inventory depreciation reserve
Amount withdrawn Decrease in the current period
Inventory Balance at the Balance at the end
in the current
category beginning of year Carry-back Trans-sale of year
period
Raw materials
35,572,510.46 35,572,510.46
Merchandise
inventory 13,719,674.52 93,402.80 13,626,271.72
Total 49,292,184.98 93,402.80 49,198,782.18
Statement: Trans-sale of merchandise inventory in the current period is for that the abovementioned merchandise has been sold.
37
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
7. Long-term equity investment
Interpretation to
Depreciation
Proportion of Proportion of discrepancy between Cash
Initial reserve
Accounting Opening Increase or shares held in voting power in the proportion of Depreciation dividend
Invested unit investment Closing balance withdrawn at
method balance decrease invested units invested units shares and voting reserve for this
cost the current
(%) (%) power in invested period
period
units
Shenzhen Jinhuan Printing Co., Equity
Ltd. * 14,883,560.00 14,883,560.00 14,883,560.00 38.00 38.00 － 12,263,719.50
method
Total 14,883,560.00 14,883,560.00 14,883,560.00 38.00 38.00 － 12,263,719.50
The industrial and commercial registration information of Shenzhen Jinhuan Printing Co., Ltd. has been cancelled as displayed. Hong Kong Dahuan Bicycle Co., Ltd., one
of the original shareholders of the company, holds the company’s shares under our entrustment, and the actual holder is our company.
38
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
39
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
8. Investment real estate
Investment real estate measured at cost
Opening book Increase in the Decrease in the Closing book
Items balance current period current period balance
I. Total original book value
129,872,063.32 129,872,063.32
1. Houses and buildings
129,872,063.32 129,872,063.32
2. Land use right
- -
II. Total accumulated depreciation and
accumulated amortization 107,108,766.54 1,368,120.54 108,476,887.08
1. Houses and buildings
107,108,766.54 1,368,120.54 108,476,887.08
2. Land use right
-
III. Total net book value of investment
real estate 22,763,296.78 21,395,176.24
1. Houses and buildings
22,763,296.78 21,395,176.24
2. Land use right
-
IV. Total depreciation reserve of
investment real estate -
1. Houses and buildings
-
2. Land use right
-
V. Total book value of investment real
estate 22,763,296.78 21,395,176.24
1. Houses and buildings
22,763,296.78 21,395,176.24
2. Land use right
Statement of investment real estate:
(1) The depreciation amount actually accrued in the period amounting to RMB 1,368,120.54.
(2) The limit of the ownership for abovementioned investment real estate found in Note9 (7).
9. Fixed assets
(1) Fixed assets
Items Balance at the Increase in the current period Decrease in the Balance at the
period-begin current period period-end
I. Total original book value
109,852,879.14 124,666.98 4,180.00 109,973,366.12
Including: Houses and
buildings 103,054,579.44 - 103,054,579.44
Machinery and equipment
4,242,098.00 - 4,242,098.00
Means of transport
923,478.06 114,500.00 1,037,978.06
40
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Items Balance at the Increase in the current period Decrease in the Balance at the
period-begin current period period-end
Other equipment
1,632,723.64 10,166.98 4,180.00 1,638,710.62
Accrued this
Newly added
period
II. Total accumulated
depreciation 92,198,515.70 2,637,883.51 224,907.05 94,611,492.16
Including: Houses and
buildings 89,271,358.26 2,109,566.84 91,380,925.10
Machinery and equipment
949,851.86 328,688.88 1,278,540.74
Means of transport
734,224.76 151,186.15 885,410.91
Other equipment
1,243,080.82 48,441.64 224,907.05 1,066,615.41
III. Total net book value of
fixed assets 17,654,363.44 15,361,873.96
Including: Houses and
buildings 13,783,221.18 11,673,654.34
Machinery and equipment
3,292,246.14 2,963,557.26
Means of transport
189,253.30 152,567.15
Other equipment
389,642.82 572,095.21
IV. Total depreciation reserve
2,391,674.23 2,391,674.23
Including: Houses and
buildings 1,580,000.00 1,580,000.00
Machinery and equipment
426,800.00 - 426,800.00
Means of transport
- - -
Other equipment
384,874.23 384,874.23
V. Total book value of fixed
assets 15,262,689.21 12,970,199.73
Including: Houses and
buildings 12,203,221.18 10,093,654.34
Machinery and equipment
2,865,446.14 2,536,757.26
Means of transport
189,253.30 152,567.15
Other equipment
4,768.59 187,220.98
(2) Fixed assets left idle temporarily at the end of period
Original book Accumulated Depreciation
Items Net book value Remark
value depreciation reserve
41
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Original book Accumulated Depreciation
Items Net book value Remark
value depreciation reserve
Machinery and
equipment 252,098.00 179,340.56 - 72,757.44 -
Total 252,098.00 179,340.56 - 72,757.44
(3) No fixed assets rent by means of financing lease at the end of period.
(4) No fixed assets rent out by means of operating lease at the end of period.
(5) No fixed assets held for sale at the end of period.
(6) No fixed assets without handling certificate of title at the end of period.
Among the Company’s houses and buildings, except for Zhonghua Garden (originally worthy of RMB 7,226,043.16) with certificate
of title handled, others have not had the ownership certificate handled. Details are:
Reason for failing to handle Estimated time for handling the
Items
the certificate of title certificate of title
Employees’ dining hall (building 10 in Shuibei
Formalities not completed Unpredictable
Factory Area)
Ice room of dining hall (building 11 in Shuibei
Formalities not completed Unpredictable
Factory Area)
Employees’ residence (1)(building 8 in Shuibei
Formalities not completed Unpredictable
Factory Area)
Employees’ residence (2) (building 9 in Shuibei
Formalities not completed Unpredictable
Factory Area)
Employees’ residence (3) (building 14 in Shuibei
Formalities not completed Unpredictable
Factory Area)
Employees’ residence (4) (building 19 in Beili
Formalities not completed Unpredictable
Garden)
Factory building 1 Formalities not completed Unpredictable
Factory building 2 Formalities not completed Unpredictable
Factory building 3 Formalities not completed Unpredictable
Factory building 4 Formalities not completed Unpredictable
Factory building 5 Formalities not completed Unpredictable
Administration building Formalities not completed Unpredictable
Complex building Formalities not completed Unpredictable
Residence building 1 Formalities not completed Unpredictable
Residence building 2 Formalities not completed Unpredictable
Residence building 3 Formalities not completed Unpredictable
Residence building 4 Formalities not completed Unpredictable
Residence building 5 Formalities not completed Unpredictable
No. 7 Guang’ancheng, West Section, Guohuo Road,
Formalities not completed Unpredictable
Taijiang District, Fuzhou
(7) Assets with restricted ownership at the end of period
The Company provided guarantee for the subsidiary, Hong Kong China Bicycle, to loan USD 7.5 million from
China Merchants Bank, but Hong Kong China Bicycle failed to repay the matured debts, and sued to Shenzhen
Municipal Intermediate People's Court by China Merchants Bank, Shenzhen Municipal Intermediate People's
Court sealed up 127,333 square meters land and its above-ground buildings of the Company at Yousong Village,
Longhua Town, Bao’an District. On 12th, Oct., 2012, Shenzhen Municipal Intermediate People's Court ruled to
accept the application of Shenzhen Guosheng Energy Investment and Development Co., Ltd. to reorganize
Shenzhen China Bicycle Company (Holdings) Limited according to law. Since the date of accepting the
reorganization case, the preservative measures to property of Shenzhen China Bicycle should be removed
according to the law, the executive routine should be suspended according to the law, and its property is not
42
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
allowed to be sealed up, detained, frozen, or disposed before agreed by Shenzhen Municipal Intermediate People's
Court.
10. Intangible assets
Balance at the Increase in the Decrease in the Balance at the
Items
period-begin current period current period period-end
I. Original book value Total
43,143,099.08 43,143,099.08
Land use right
43,143,099.08 43,143,099.08
II. Total accumulated
amortization 18,551,533.86 862,862.04 19,414,395.90
Land use right
18,551,533.86 862,862.04 19,414,395.90
III. Total net book value of
intangible assets 24,591,565.22 23,728,703.18
Land use right
24,591,565.22 23,728,703.18
IV. Total depreciation reserve
Land use right
V. Total book value of intangible
assets
24,591,565.22 23,728,703.18
Land use right
24,591,565.22 23,728,703.18
(1) The land use right is the 127,333m2 land located at Yousong Village, Longhua Town, Bao’an District, and the service life is from
July 1, 1990 to 30 June 2040. The limitation on the ownership is as shown in the annotation 9(7).
(2) Amount amortized in the current period is RMB 862,862.04.
11. Details of asset depreciation reserve
Balance at the Increase in the Decrease in the current period Balance at the
Items
period-begin current period Carry-back Trans-sale period-end
I. Reserve for bad and
doubtful account 1,569,811,852.06 98,924.25 - -1,912.13 1,569,912,688.44
II. Inventory depreciation
reserve 49,292,184.98 - - 93,402.80 49,198,782.18
III. Depreciation reserve of
salable financial assets 2,391,674.23 - - - 2,391,674.23
IV. Depreciation reserve of
held-to-maturity investment 12,263,719.50 - - - 12,263,719.50
Total 1,633,759,430.77 98,924.25 - 91,490.67 1,633,766,864.35
12. Short-term loan
(1) Classification of short –term loan:
Items Balance at the end of period Balance at the beginning of period
Loan on security
223,574,555.28 226,490,599.93
Credit loan
132,221,552.65 133,502,973.36
43
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Total
355,796,107.93 359,993,573.29
(2) Short-term loan at term but not repaid:
Reason for not Estimated date of
Borrower Amount Purpose
repayment repayment
China Import and Export Bank of Loan for production
Capital shortage Unpredictable
China 114,558,000.00 turnover
China Cinda Assets Management Loan for production
Capital shortage Unpredictable
Company 56,923,923.61 turnover
Loan for production
Head Office of China Merchants Bank Capital shortage Unpredictable
34,893,556.32 turnover
Oriental Assets Management Loan for production
Capital shortage Unpredictable
Company 89,035,110.36 turnover
Huizhou Oriental United Industry Co., Loan for production
Capital shortage Unpredictable
Ltd. 34,709,926.52 turnover
China Merchants Bank, Luohu Sub Loan for production
Capital shortage Unpredictable
branch 15,238,496.53 turnover
Loan for production
China Everbright Bank Capital shortage Unpredictable
9,817,094.59 turnover
China Construction Bank, Sichuan Loan for production
Capital shortage Unpredictable
Mianyang Sub branch 620,000.00 turnover
Total
355,796,107.93
The abovementioned loans have been over due for many years.
13. Accounts payable
(1) Age of accounts payable
Items Balance at the end of period Balance at the beginning of period
Within 1 year 12,482,380.28 10,937,978.14
1-2 years 243,077.59 168,382.59
2-3 years - -
Over 3 years 105,750,315.60 105,686,123.48
Total 118,475,773.47 116,792,484.21
(2)The accounts payable in the report period don’t involve with the shareholder units holding over 5% (including 5%) voting power
of the Company.
(3) Accounts payable of over 1 year is mainly because that the Company is insolvent and has delayed the repayment for many years.
14. Account received in advance
(1) Age of account received in advance:
Items Balance at the end of period Balance at the beginning of period
Within 1 year 2,447,643.11 5,005,965.77
1-2 years 547,963.59 60,019.53
2-3 years - 86,960.36
44
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Over 3 years 10,664,592.85 10,664,592.85
Total 13,660,199.55 15,817,538.51
(2)The items received in advance in the report period don’t involve with the shareholder units or related party holding over 5%
(including 5%) voting power of the Company.
(2)Big-amount items received in advance with an age of over 1 year are mainly formed accumulatively in historical business
communication.
15. Wages payable
Opening book Increase in the Decrease in the Closing book
Items
balance current period current period balance
I. Salary, bonus, allowance, and subsidy
2,477,215.44 14,347,552.59 14,258,355.51 2,566,412.52
II. Employee benefit
- 493,539.26 493,539.26 -
III. Social insurance
- 946,254.90 946,254.90 -
IV. Public accumulation fund for
housing construction - 696,171.45 696,171.45 -
V. Dismiss welfare
1,578,161.57 199,729.16 360,457.73 1,417,433.00
VI. Trade union outlays and personnel
education outlay 38,565.69 683,424.78 721,990.47 -
Total 4,093,942.70 17,366,672.14 17,476,769.32 3,983,845.52
16. Taxes payable
Items Balance at the end of period Balance at the beginning of period
VAT
54,432,329.55 56,549,886.85
Sales tax
451,932.63 445,392.77
Business income tax
33,753,125.02 33,753,125.02
Individual income tax
14,851.01 72,539.08
Tax for maintaining and building cities
15,992.02 160,272.72
Housing property tax
7,293,642.64 7,303,655.67
Others
18,835.73 122,232.56
Total
95,980,708.60 98,407,104.67
The Company has owed taxes for long time, and there is the probability to make supplementary payment of forfeit money and late
fee.
17. Interest payable
Items Amount at the end of period Amount at the beginning of period
45
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Loan interest 230,575,685.75 207,999,625.50
Total 230,575,685.75 207,999,625.50
18. Other account payable
(1) Age of other accounts payable
Items Balance at the end of period Balance at the beginning of period
Within 1 year 48,393,010.94 9,063,330.27
1-2 years 11,905,625.18 10,682,662.94
2-3 years 2,793,311.04 2,344,854.69
Over 3 years 368,183,647.51 372,714,002.88
Total
431,275,594.67 394,804,850.78
(2) Operational loan without interest RMB 6.5 million payable to shareholder Guosheng Energy Co., Ltd., a unit holding over 5%
(including 5%) voting power of the Company, reorganization case advance loan RMB 35 million, amounting to RMB 41.5 million in
totals.
(3) Major amount accounts payable of over 1 year is accounts unable to pay by the Company.
19. Non-current liability due within one year
(1)
Items Balance at the end of period Balance at the beginning of period
Long-term loans due within one year 453,747,741.58 452,026,831.88
(2) Long-term loans due within one year
A. Top five long-term loans due within 1 year
Amount at the end of period
Borrower Currency Amount in foreign
Amount in RMB
currencies
Shenzhen Guosheng Energy Investment and
Development Co., Ltd. USD 62,829,259.02 397,483,024.21
Shenzhen Guosheng Energy Investment and
Development Co., Ltd. RMB - 19,300,058.59
China Cinda Assets Management Co., Ltd. USD 2,157,395.94 13,648,549.65
China Great Wall Assets Management Co., Ltd. USD 2,000,000.00 12,653,050.00
Xie Linging USD 500,000.00 3,163,200.00
Total 446,247,882.45
B. Overdue loans among the long-term loans coming due within 1 year
Borrowers Amount Term overdue
46
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Borrowers Amount Term overdue
Shenzhen Guosheng Energy Investment and
Overdue for multiple years
Development Co., Ltd. 416,783,082.80
China Cinda Assets Management Co., 13,648,549.65 Overdue for multiple years
China Great Wall Assets Management Co., 12,653,050.00 Overdue for multiple years
Xie Lingling 6,162,950.00 Overdue for multiple years
China Oriental Assets Management Co., 3,000,000.00 Overdue for multiple years
Shenzhen Lionda Group Co., Ltd. 1,500,109.13 Overdue for multiple years
Total
453,747,741.58
20. Other current liabilities
Items Balance at the end of period Balance at the beginning of
period
Rent
521,639.87 521,639.87
Decoration fee
188,853.82 188,853.82
Others
1,620,656.38 1,726,900.26
Total 2,331,150.07 2,437,393.95
21. Accrued liabilities
Amount at the Increase in the Decrease in the Amount at the end
Items
beginning of period current period current period of period
Loan guarantee for Zoria Pte LTD
78,087,000.00 - - 78,087,000.00
Loan guarantee for Jintian Industry (Group) Co.,
Ltd. 50,000,000.00 - - 50,000,000.00
Loan guarantee for Guangdong Shengrun Group
Co., Ltd. 30,042,810.00 - - 30,042,810.00
Loan guarantee for Shenzhen Tianma Cosmetics
Co., Ltd. 8,000,000.00 - - 8,000,000.00
Loan guarantee for Shandong Huajiaming
Economic Trading Co., Ltd. 83,142.92 - - 83,142.92
Total
166,212,952.92 - - 166,212,952.92
In above-mentioned guaranteed companies, except the companies have withdrawn estimated liabilities to assume the liability for loan
guarantee of Guangdong Sunrise Holdings Co., Ltd.( hereinafter referred to as Sunrise Company) but the creditor hasn’t got
liquidation after Sunrise Company implemented the reforming plan, other companies have been seriously insolvent or closed down.
22. Share capital
Type of share Balance at the Increase/ decrease (+, -) Balance at the
New Shares
period-begin shares presen period-end
issued ted Others Subtotal
Public
47
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
reserve
Shares
transferr
ed
Restricted shares 109,214,230.00 - - - -71,671,643.00 -71,671,643.00 37,542,587.00
1. Shares held by
state-owned legal
person - - -- - - - -
2.Shares held by
domestic corporate
sponsors 65,098,412.00 - - - -27,567,397.00 -27,567,397.00 37,531,015.00
3. Shares held by
domestic natural
person sponsors - - - - - - -
4. Shares held by
overseas corporate 44,104,246.00 - - - -44,104,246.00 -44,104,246.00 -
5. Shares held by
senior executives 11,572.00 - - - - - 11,572.00
Non-restricted
442,133,717.00
shares - - - 71,671,643.00 71,671,643.00 513,805,360.00
1. Common RMB
shares listed at
home (A-share) 193,773,360.00 - - - 71,671,643.00 71,671,643.00 265,445,003.00
2. Foreign-funded
shares listed at
home (B-share) 248,360,357.00 - - - - - 248,360,357.00
Total amount of
551,347,947.00
shares - - - - - 551,347,947.00
Changes in this period mainly due to the restricted shares of share merger reform have un-lock for trading in this period.
23. Capital reserve
Balance at the Increase in the current Decrease in the current Balance at the end of
Items
beginning of period period period period
Capital (share)premium
- - - -
Other capital reserve
460,757,567.84 25,831,645.36 - 486,589,213.20
Including: Benefit from
liability recombination 456,748,942.87 25,831,645.36 - 482,580,588.23
Accounts unnecessary to pay
690,624.97 - - 690,624.97
price difference of affiliated
transactions 3,318,000.00 - - 3,318,000.00
48
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Total
460,757,567.84 25,831,645.36 - 486,589,213.20
Interpretation of capital reserve:
The amount increased in the period refers to that according to the Notification on Getting Done with the Annual Report of
Enterprises Executing Accounting Rules in 2008 [CKH (2008) No. 60] of the Ministry of Finance, the Company’s holding
shareholder Shenzhen Guosheng Energy Investment and Development Co., Ltd. exempted the Company’s loan interest RMB
25,831,645.36 in 2012, which will be charged into the capital reserve as capital investment.
24. Surplus reserve
Balance at the Increase in the current Decrease in the current Balance at the end of
Items
beginning of period period period period
Statutory surplus
reserve 32,673,227.01 32,673,227.01
Discretionary surplus
reserve
Total 32,673,227.01 32,673,227.01
25. Retained profit
Items Proportion of
withdrawal or Amount at the period Amount at last period
distribution
Undistributed profit of the previous year - -2,727,618,409.33 -2,767,339,310.79
Add: Adjustment amount of undistributed
profit at the beginning of year - - -
Undistributed profit at the beginning of year -2,767,339,310.79
in the period - -2,727,618,409.33
Add: Net profit classed under the parent
company shareholders in the current period - -52,443,234.29 39,720,901.46
Less: Withdrawal of legal surplus reserve 10% - -
Withdrawal of free surplus reserve
- - -
Withdrawal of general risk reserve
- - -
Common stock dividend payable
- - -
Common stock dividend transferred into
share capital - - -
49
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Items Proportion of
withdrawal or Amount at the period Amount at last period
distribution
Others - - -
Undistributed profit at the end of period - -2,780,061,643.62 -2,727,618,409.33
26. Business income and business cost
(1) Business income
Items Amount incurred in the current period Amount incurred in the last period
Major business income
268,120,962.51 298,465,730.36
Other business income
24,706,064.04 22,577,839.98
Total 292,827,026.55 321,043,570.34
Major business cost
256,767,642.99 286,373,295.90
Other business cost
7,513,552.20 11,074,958.16
Total 264,281,195.19 297,448,254.06
(2) Major businesses (by industry)
Amount incurred in the current period Amount incurred in the last period
Product name
Business income Business cost Business income Business cost
Bicycle and parts distribution
265,722,390.44 251,645,509.84 296,006,720.56 282,052,578.77
Lease management
2,398,572.07 5,122,133.15 2,459,009.80 4,320,717.13
Total
268,120,962.51 256,767,642.99 298,465,730.36 286,373,295.90
(3)Major businesses (by variety)
Amount incurred in the current period Amount incurred in the last period
Product name
Business income Business cost Business income Business cost
OEM motor vehicle
210,501,591.13 199,445,532.80 236,496,027.77 226,119,813.08
OEM Bicycle
51,856,029.98 49,016,414.60 52,742,757.72 49,331,916.01
CBC motor vehicle
- - 1,076.92 1,009.04
CBC Bicycle
137,418.98 157,125.83 116,491.48 118,576.45
Others
3,227,350.35 3,026,436.61 6,650,366.67 6,481,264.19
50
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Lease management
2,398,572.07 5,122,133.15 2,459,009.80 4,320,717.13
Total
268,120,962.51 256,767,642.99 298,465,730.36 286,373,295.90
(4) Business income of the Company’s top five customers
Proportion among the Company’s total
Customer name Amount incurred in the current period
business income
Customer 1 118,060,432.20 40.34
Customer 2 42,615,351.90 14.56
Customer 3 28,697,459.00 9.81
Customer 4 25,983,096.20 8.88
Customer 5 16,823,730.50 5.75
Total 232,180,069.80 79.34
27. Business tax and surcharge
Amount incurred in the Amount incurred in the last
Items Collection standard
current period period
Sales tax
119,928.60 122,950.51 5%
Tax for building cities
131,886.83 287,638.23 7%
Educational surtax
94,031.64 193,382.18 5%
Total
345,847.07 603,970.92
28. Sales expenses
Items Amount incurred in the current period Amount incurred in the last period
Total 7,020,092.18 7,297,537.55
Including: Remuneration for staff 4,380,392.34 4,633,393.71
AD charge 904,000.00 285,456.00
Business travel 530,194.10 510,002.40
Transportation and loading
charge 368,164.87 275,208.26
Market promotion 249,816.85 300,000.00
29. Management expenses
Items Amount incurred in the current period Amount incurred in the last period
Total 25,144,366.61 21,836,655.24
51
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Including: Salary 7,086,918.55 7,297,489.22
Charge of depreciation amortized 3,193,573.07 5,688,356.86
Taxes 1,910,817.20 1,926,995.45
Entertainment charge 1,136,827.50 1,046,061.96
Charge for Board of the Meeting 935,577.56 811,255.11
Reforming cost 4,687,208.05
30. Financial expenses
Items Amount incurred in the current period Amount incurred in the last period
Interest expenditure
48,407,705.61 62,931,696.95
Less: interest income
225,219.87 89,639.63
Gains/losses from exchange
2,907,691.69 -39,266,007.07
Other 47,654.12 42,993.05
Total
51,137,831.55 23,619,043.30
31. Asset depreciation loss
Items Amount incurred in the current period Amount incurred in the last period
I. Loss from doubtful accounts
98,924.25 -4,441,046.80
II. Loss from inventory depreciation
4,169,828.88
III. Depreciation loss of salable financial
assets
IV. Depreciation loss of held-to-maturity
investment
V. Depreciation loss of long-term equity
investment
VI. Depreciation loss of investment real
estate
VII. Depreciation loss of fixed assets
VIII. Depreciation loss of engineering
materials
IX. Depreciation loss of engineering
under construction
- -
X. Depreciation loss of productive
biological assets
- -
XI. Depreciation loss of oil-gas assets
- -
52
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Items Amount incurred in the current period Amount incurred in the last period
XII. Depreciation loss of intangible
assets
- -
XIII. Depreciation loss of business credit
- -
XIV. Others
- -
Total
98,924.25 -271,217.92
32. Non-operating income
Items Amount incurred in Amount incurred in
the current period the last period Amount included in the current
non-recurring profit and loss
Total amount obtained from disposing
non-current assets 14,979,508.16
Including: Benefit from disposal of
fixed assets 14,979,508.16
Benefit from disposal of intangible
assets -
Benefit from debt recombination -
Non-monetary assets exchange gains
Donations accepted
Government subsidies
Compensation income
Fine and penalty income
Others 3,213,710.66 49,942,309.11
Total 3,213,710.66 64,921,817.27
Non-operating income of current period – others mainly refer to the liquidation payment of 3,103,150.08 yuan of Hong Kong Dahuan
which is withdrawn in the way that Hong Kong Dahuan substituted Hong Kong China Bicycle to repay the loans of China Merchants
Bank.
33. Non-operating expenditure
Amount incurred in Amount incurred in Amount included in the current
Items
the current period the last period
non-recurring profit and loss
Total loss from disposal of non-current
assets
Including: Loss from disposal of fixed
assets 197,675.00
Loss from disposal of intangible assets
-
53
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Loss form debt restructuring
Donations to external
Fine and overdue fine
Others 139,100.01 72,568.00
Total 139,100.01 270,243.00
34. Calculation process of basic earning per share and diluted earning per share
Amount at the
Amount at last period
Items period
Net profit classed under the Company’s common
shareholders in the reporting P1 -52,443,234.29 39,720,901.46
Non-frequent gain and loss classed under the Company’s
common shareholders in the reporting F 3,074,610.65 52,600,796.45
Net profit classed under the Company’s common
shareholders after deduction of non-frequent gain and loss P2=P1-F
in the reporting -55,517,844.94 -12,879,894.99
Influences of diluted items on the net profit classed under
P3 - -
the Company’s common shareholders
Influences of diluted items on the net profit classed under
the Company’s common shareholders after deduction of P4 - -
non-frequent gains and losses
Total shares at the beginning of year S0 551,347,947.00- 551,347,947.00-
Shares increased for increase of shares transferred from
public reserve or for share dividend distribution in the S1 - -
report period
Shares increased for issuance of new shares or shares
Si - -
transferred from liabilities in report period
Accumulated number of months from the next month of
Mi - -
share increase to the end of report period
Shares decreased for buyback, etc. in report period Sj - -
Accumulated number of months from the next month of
Mj - -
share decrease to the end of report period
54
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Shares shortened in report period
Sk - -
Number of months in report period
M0 12 12
Weighted average number of common shares issued
S=S0+S1+Si*Mi/
externally 551,347,947.00- 551,347,947.00
M0-Sj*Mj/M0-Sk
Add: Weighted average number of common shares
increased in condition that the diluted potential common
X1 - -
shares are supposed transferred into issued common shares
Weighted average number of common shares with diluted
eps calculated X2=S+X1 551,347,947.00- 551,347,947.00
Including: Weighted average number of common shares
increased from transfer of convertible corporate bonds - -
Weighted average number of common shares increased
from equity warrant/ stock equity implementation right - -
Weighted average number of common shares increased
from buyback promise implementation - -
Basic eps classed under the Company’s common
shareholders Y1=P1/S -0.0951 0.0720
Basic eps classed under the Company’s common
shareholders after deduction of non-frequent gains and
Y2=P2/S
losses -0.1007 -0.0234
Diluted eps classed under the Company’s common
shareholders Y3=（P1＋P3）/X2 -0.0951 0.0720
Diluted eps classed under the Company’s common
shareholders after deduction of non-frequent gains and
Y4=（P2＋P4）/X2
losses -0.1007 -0.0234
35. Notes to items in cash flow statement
(1) Other cash received related with business activities
Items Amount at the current period Amount at last period
Rent, electric rate and water rate 23,515,168.25 22,673,502.55
Other current accounts 2,095,550.10 4,348,119.26
Total 25,610,718.35 27,021,621.81
(2)Other cash paid related with business activities
Items Amount at the current period Amount at last period
Advertising propagation and promotion, and brand
maintenance expenses 1,153,816.85 1,247,668.23
Other expenses in sales section 1,457,703.52 1,764,205.00
Water and electricity expense 5,907,879.94 5,176,121.00
Property repair, equipment maintenance and repair fees 533,988.50 461,885.52
55
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Listing fee, board of directors’ expense, and expenses for
office work, business traveling, communication, and social
intercourse 3,866,660.93 3,968,211.06
Consulting auditing fee 681,683.00 1,368,200.00
Other fees in management section 74,816.02 41,967.72
Other current accounts 531,777.13 4,415,303.71
Restructuring costs 4,687,208.05
Total 18,895,533.94 18,443,562.24
(3) Cash received from other financing activities
Items Amount at the current period Amount at last period
Loan from Shenzhen Guosheng Energy Investment
Development Co., ltd. 35,000,000.00 -
Total 35,000,000.00 -
*That is the reorganization case adcance loan RMB 35 million.
36. Supplementary data of cash flow statement
(1)Supplementary data of cash flow statement
Amount of the current
Supplementary data Amount of last period
period
1．Cash flow for business activities transferred from net profit:
Net profit
-52,126,619.65 39,720,901.46
Add: Asset depreciation reserve
98,924.25 -271,217.92
Fixed asset depreciation, oil-gas asset depletion, and productive
biological asset depreciation 3,785,277.00 8,501,135.08
Amortization of intangible assets
862,862.04 862,862.04
Amortization of long-term fees to be apportioned
- -
Loss from disposal of fixed assets, intangible assets and other
long-term assets (filled with “－” for benefit) - -14,781,833.16
Loss from fixed assets reported discarded (filled with “－” for
benefit) - -
Loss from change of fair value (filled with “－” for benefit)
- -
56
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Amount of the current
Supplementary data Amount of last period
period
Finical cost (filled with “－” for benefit)
25,831,645.36 23,665,689.88
Investment loss (filled with “－” for benefit))
- -4,560,000.00
Decrease of deferred income tax asset (filled with “－” for increase)
- -
Increase of deferred income tax liability (filled with “ － ” for
decrease) - -
Decrease of inventory (filled with “－” for increase)
-3,301,769.57 35,083,214.07
Decrease of operating items receivable (filled with “－” for increase)
-2,206,224.77 1,267,177.57
Increase of operating items payable (filled with “－” for decrease)
20,029,331.79 -41,368,614.15
Others
- -47,770,407.23
Net cash flow from business activities
-7,026,573.55 348,907.64
2．Important investment and financing activities not involving
with cash income and expenditure
Capital transferred from liability
- -
Convertible corporate bonds coming due within one year
- -
Fixed assets rented by financing
- -
3．Net change of cash and cash equivalent:
Closing balance of cash
52,395,360.86 24,546,601.39
Less: Opening balance of cash
24,546,601.39 17,756,773.58
Add: Closing balance of cash equivalent
- -
Less: Opening balance of cash equivalent
- -
Net increase of cash and cash equivalent
27,848,759.47 6,789,827.81
(2) Composition of cash and cash equivalent
Balance at the end of Balance at the beginning
Items
period of period
I. Cash
52,395,360.86 24,546,601.39
Including: Cash on hand
114,315.34 70,567.65
57
深圳中华自行车（集团）有限公司 2012 年度财务报表附注
Balance at the end of Balance at the beginning
Items
period of period
Bank deposit available for payment anytime
52,281,045.52 24,476,033.74
Other monetary fund available for payment anytime
- -
Due from China Central Bank for payment
- -
Due from banks
- -
Call loans to banks
- -
II. Cash equivalent
- -
Including: Bond investment coming due within 3 months
- -
III. Closing balance of cash and cash equivalent
52,395,360.86 24,546,601.39
VI. Affiliated Parties and Affiliated Transactions
1.The parent company
Re
gi
Affili
str Legal Proportion of Proportion of ultimate
ated Enter
ati repre Busines Registered shares held in voting power controller Organizatio
Name relati prise
on senta s nature capital the enterprise in the of the n code
onshi type
pl tive (%) enterprise (%) enterprise
p
ac
e
Shenzh Limit Industry 7000 11.81 11.81 77411579-2
en ed ,
Guoshe liabilit domesti
ng y c
Energy comp commer
Investm any ce,
ent and Cont (solel material
Develo rollin y Sh s supply
g Ji
pment funde en and sale
share Hanf Ji Hanfei
Co., holde d by zh (excludi
ei
Ltd. r the en ng
corpor speciall
ate) y run,
controll
ed and
sold
merchan
dises)
2. Detailed information about the Company’s subsidiaries is as shown in 1 of Annotation IV of the report.
58
深圳中华自行车（集团）股份有限公司 2012 年度财务报表附注
3. Joint management and joint-ownership enterprises of the Company
Increa Proportion of Proportion of
Account Initial Depreciation
Opening se/ Closing shares in the voting power in
Invested unit ing investment reserve at the
balance decrea balance invested unit the invested unit
method cost end of period
se (%) (%)
Shenzhen
Jinhuan Equity
Printing Co., method 14,883,560.00 14,883,560.00 - 14,883,560.00 38.00 38.00 12,263,719.50
Ltd. *
The industrial and commercial registration information of Shenzhen Jinhuan Printing Co., Ltd. has been cancelled as displayed. Hong
Kong Dahuan Bicycle Co., Ltd., one of the original shareholders of the company, holds the company’s shares under our entrustment,
and the actual holder is our company.
4. Related transactions
Interest exemption
Items Affiliated parties Amount in this period Amount in last period
Financial expenses Shenzhen Guosheng Energy Investment and
Development Co., Ltd. 25,831,645.36 33,624,873.93
According to the Notification on Getting Done with the Annual Report of Enterprises Executing Accounting Rules in 2008 [CKH
(2008) No. 60] of the Ministry of Finance, the Company’s holding shareholder Shenzhen Guosheng Energy Investment and
Development Co., Ltd. exempted the Company’s loan interest RMB 25,831,645.36 in 2012, which will be charged into the capital
reserve as capital investment.
5. Accounts receivable/ accounts payable of affiliated parties
Accounts payable of affiliated parties
At the beginning of
At the end of period
period
Affiliated parties Item
Book balance Book balance
Other accounts payable
Shenzhen Jinhuan Printing Board Co., Ltd. 2,616,430.50 2,616,430.50
Shenzhen Guosheng Energy Investment and Long-term liability
Development Co., Ltd. coming due within 1 year 416,783,082.80 415,180,936.70
Shenzhen Guosheng Energy Investment and Interest in red
Development Co., Ltd. 4,353,349.98 3,736,414.26
Shenzhen Guosheng Energy Investment and Other account payable *
Development Co., Ltd. 41,500,000.00 6,500,000.00
Among other account payable*, Shenzhen Guosheng Energy Investment and Development Co., Ltd. paid reorganization case
advance loan RMB 35 million to the manager in the reporting.
VII. Contingent Items
1. Contingent liabilities formed from pending lawsuit and arbitration and financial influences
(1) As of Dec. 31, 2012, the Company had been prosecuted by 17 financial organs, involving total loan principal and interest of RMB
411.6367 million, USD76.9355 million and HKD 8.2616 million. The abovementioned lawsuits have mostly been resulted in the
Company’s failure or been mediated. After lawsuits, partial debtors have transferred the creditor’s right, and the principals involved
in the cases are changed accordingly.
(2) As of Dec. 31, 2012, the Company had been prosecuted by 34 goods suppliers, involving total amount of RMB 71.1824 million,
HKD24.534 million and USD 2.8006 million. The abovementioned lawsuits have mostly been resulted in the Company’s failure or
been mediated.
59
深圳中华自行车（集团）股份有限公司 2012 年度财务报表附注
2. Contingent liabilities formed from providing liability guaranty for other units, and financial influences
Influences on the Company’s
financial state, business result
Items Amount involved Nature
and cash flow in the current
period and future periods
Loan guarantee for Guangdong Shengrun Group RMB25,270,000.00
(1) Guaranty
Co., Ltd.
USD700,000.00
Loan guaranty for Gintian Industry (Group) Co.,
Ltd. (2) Guaranty
RMB50,000,000.00
Loan guaranty for Shenzhen Tianma Cosmetics
Co., Ltd. (3) Guaranty
RMB8,000,000.00
ZoriaPteLtdc
(4) Guaranty
USD10,000,000.00
Shandong Huajiaming Economic Trade Co.,
(5) Guaranty
Ltd. RMB83,142.92
RMB83,353,142.92
Total
USD10,700,000.00
(1) In April 2011, reorganization plan of Sunrise Company was ruled completed by Shenzhen Intermediate [(2010)
Shenzhen Intermediate Law Civil Qi Reorganization Zi. No. 5-16”Civil Order”] . According to the statement
carried in reorganization plan of Sunrise Company, page 12, which approved by Shenzhen Intermediate
“......based on the above said discount method for calculation, ordinary creditor should earned 27.89% liquidation
rate in case of share settlement, 2.16% liquidation rate obtained plus monetary liquidation and ordinary creditor
obtained 30.05% liquidation rate in totall......”. According to the reorganization plan, 30% of the predicted losses
in guarantee amount for Sunrise were written off. 70% of the guarantee amount at period-end was accrued for
losses.
(2) The company has been delisted, and has been in serious insolvency. The loss is estimated as per 100%
guaranteed amount.
(3) The company has gone bankrupt. The loss is estimated as per 100% guaranteed amount.
(4) The company has been in serious solvency, and is being liquidated. The loss is estimated as per 100%
guaranteed amount.
(5)The company has been in serious solvency. The loss is estimated as per 100% guaranteed amount.
VIII. Commitment Items
The Company had no important committment items in the report period.
IX．Events occurring after the Balance Sheet date
(1)After the company entered the reorganization process, the managers developed investigation work of
creditor’s rights of employee, which had requested court approval that the company paid employee labor
creditor’s right RMR 28.37 million in February –April, 2003.
(2) Creditor’s rights declaring
The first meeting of creditors of the Company has been convoked at the conference hall of the fourth floor of Bus
Building near Shenzhen Municipal Intermediate People's Court on 11th, Dec., 2012, up to 1st, Apr., 2013, the
custodians of the Company have totally accepted 58 creditor's rights declaring cases, the total creditor's rights
declaration amounts to RMB 3,453,252,904.97 yuan. Combine the custodians of the Company’s financial claim
examination before the first meeting of creditors, reexamination to the objections, and the examination to the
replenishment of financial claim declaration, 53 cases have been confirmed and enrolled in “The Form of Debt”
by the custodians of the Company, the total amount of confirmed financial claim is 1,875,616,630.22 yuan.
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深圳中华自行车（集团）股份有限公司 2012 年度财务报表附注
X. Other significant events
1. Bankruptcy reorganization
(1) Application and acceptance of bankruptcy reorganization
On 11th, May, 2012, the largest shareholder and biggest creditor of the Company, Shenzhen Guosheng Energy
Investment and Development Co., Ltd. applied to Shenzhen Municipal Intermediate People's Court for reforming
the Company as the Company couldn’t pay off the matured debts and was seriously insolvent. On 12th, Oct., 2012,
Shenzhen Municipal Intermediate People's Court ruled to accept the application proposed by Guosheng Energy
according to (2012) Shenzhen Intermediate Court Po Zi No. 30 civil ruling. On 24th, Oct., 2012, Shenzhen
Municipal Intermediate People's Court ruled to reform the Company since 25th, Oct., 2012 according to (2012)
Shenzhen Intermediate Court Po Zi No. 30-1 civil ruling, appointed King & Wood (Shenzhen) Mallesons and
Shenzhen Zhengyuan Liquidation Affairs Co., Ltd. as the custodians of the Company. On the same day, Shenzhen
Municipal Intermediate People's Court made (2012) Shenzhen Intermediate Court Po Zi No. 30-1 written decision,
and approved the Company to manage property and business affairs by itself under the supervision of custodians
according to the law. After the Company entered bankruptcy reorganization procedures, in accordance with the
relevant regulations of Enterprise Bankruptcy Law of the People's Republic of China, the custodians started
creditor's rights declaring registration and examination, and the first meeting of creditors of the Company’s
reorganization case was presided over by Shenzhen Municipal Intermediate People's Court and convoked on 11th,
Dec., 2012. At present, the reforming is being advanced.
In the course of reforming, the Company exists the risks of being suspended according to the regulations of
“Listing Rules”, or being declared bankruptcy liquidation in accordance with the regulations of “Enterprise
Bankruptcy Law of the People's Republic of China” (Reforming plan failed); if the Company is declared
bankruptcy liquidation, the stock of the Company will face the risk of being delisted.
(2) Establishment of reforming plan draft
After entering bankruptcy reorganization procedures, under the supervision of court and custodians, the Company
always positively prepares the establishment of reforming plan draft. On 29th, Oct., 2012, Supreme People's Court
promulgated Colloquia Summary About Hearing Bankruptcy Reorganization Cases of Listed Companies”, raised
high demands for the debtor’s management plan included in reforming plan draft, especially for the administrative
approval related to the acquisition and reorganization, the Company should engage relevant organization to
establish data in accordance with the requirements of securities regulatory institution to serve as the necessary
documents for reforming plan draft and management plan. Our company concentrates the recent work on the
argumentation of above-mentioned items, especially on the selection of the reorganization party and the design of
acquisition and reorganization program. Except confirming the debtor’s management plan, the reforming plan
draft should confirm assets and liabilities on the reforming acceptance date, i.e. 12th, Oct., 2012, and those data
depend on asset appraisal result and review result of creditor's rights. Up to middle April of 2013, asset appraisal
result and review result of creditor's rights haven’t been completed yet, the Company has communicated with the
custodian, and submitted the custodian to coordinate asset evaluation agency to confirm the asset appraisal result,
complete the investigation of creditor's rights and apply for the court ruling confirmation.
In accordance with the provisions of Article 79 (2) of Enterprise Bankruptcy Law of the People's Republic of
China, if the debtor cannot submit reforming plan draft to People's Court and meeting of creditors within six
months since the People's Court rules the date of reforming, People's Court can rule to postpone three months if
the debtor makes request and has just causes. As the court ruled to reform Shenzhen China Bicycle (Group) Co.,
Ltd. since 25th, Oct., 2012, the Company estimates that it cannot formally submit reforming plan draft before 24th,
Apr., 2013, and submits extension request to Shenzhen Municipal Intermediate People's Court. On 22nd, Apr.,
2013, the Company has received (2012) Shenzhen Intermediate Court Po Zi No. 30-3 civil ruling of Shenzhen
Municipal Intermediate People's Court, which rules that the submission date of reforming plan draft delays to 25th,
Jul., 2013. At present, the establishment of reforming plan draft is underway.
2. Financial debt reconstructing
In accordance with YJBT [2004] No.6 Document issued by the Office of China Banking Regulatory Commission
on Jan. 7th, 2004, the Bank of China, totally 11 financial institutes agreed to stop calculating the interests as of Jan.
1st, 2002 for three years, and exempt all and any interests payable prior to Dec. 31st, 2001, including the default
interests and compound interests. The Company will transfer all the interests payable (including the default
interests and compound interests) of RMB 357,993,665.24 prior to Dec. 31st, 2001 to “public accumulated capital”,
and the interests will be not calculated temporarily from Jan. 1st, 2002 to Dec. 31st, 2004. This term of interest’s
exemption shall be valid before Dec. 31st, 2004.
In 2005, China Huarong Asset Management Corporation Shenzhen Office, China Orient Asset Management Corp.
61
深圳中华自行车（集团）股份有限公司 2012 年度财务报表附注
Shenzhen Office, China Cinda Asset Management Corporation Shenzhen Office and China Great Wall Asset
Management Corporation Shenzhen Office will continuous to stop calculating the interests of 2005 loans.
Whereas the term of “Stop Calculating Interests” may cause discrepancy and General Terms on the Loan did not
interpreted its meaning either, China Huarong Asset Management Corporation Shenzhen Office, China Orient
Asset Management Corp. Shenzhen Office, China Cinda Asset Management Corporation Shenzhen Office and
China Great Wall Asset Management Corporation Shenzhen Office all agree not to claim the Company to repay
all the interests stopped calculating herein. However, Shenzhen Development Bank required the Company to
repay all the interests and compound interests which was stopped calculating from Jan.1st, 2002 to Dec.31, 2004.
The Company argued that the interests which were stopped calculating shall not be repaid; therefore, after the
period during which the interests is stopped calculating, the interests to be repaid shall be calculated as the normal
loans, but not the interests and compound interests stopped calculating from Jan.1st, 2002 to Dec. 31, 2004. The
Company takes opinions as the un-calculated interest are not return, therefore, when the un-calculated period
expired, payable interest should calculate on normal loans, and the intestate and compound interest stop calculated
from 1 January 2002 to 31 December 2004 are not accrued.
Considering that the company had reformed since October 25, 2012, the relevant creditor had declared the
creditor’s right, the specific amount needed to be audited by managers and declared to court to judge. As of the
report date, the court has not yet ruled.
3. The sustainable operation
On 11th, May, 2012, the largest shareholder and biggest creditor of the Company, Shenzhen Guosheng Energy
Investment and Development Co., Ltd. applied to Shenzhen Municipal Intermediate People's Court for reforming
the Company as the Company couldn’t pay off the matured debts and was seriously insolvent. On 12th, Oct., 2012,
Shenzhen Municipal Intermediate People's Court ruled to accept the application proposed by Guosheng Energy
according to (2012) Shenzhen Intermediate Court Po Zi No. 30 civil ruling. In late October, 2012, Shenzhen
Municipal Intermediate People's Court ruled to reform the Company since 25th, Oct., 2012 according to (2012)
Shenzhen Intermediate Court Po Zi No. 30-1 civil ruling, appointed King & Wood (Shenzhen) Mallesons and
Shenzhen Zhengyuan Liquidation Affairs Co., Ltd. as the custodians of the Company. At the same time, Shenzhen
Municipal Intermediate People's Court made (2012) Shenzhen Intermediate Court Po Zi No. 30-1 written decision,
and approved the Company to manage property and business affairs by itself under the supervision of custodians
according to the law. After the Company entered bankruptcy reorganization procedures, in accordance with the
relevant regulations of Enterprise Bankruptcy Law of the People's Republic of China, the custodians started
creditor's rights declaring registration and examination, and the first meeting of creditors of the Company’s
reorganization case was presided over by Shenzhen Municipal Intermediate People's Court and convoked on 11th,
Dec., 2012. At present, the reforming is being advanced, the Company will solve the debt crisis via the reforming,
introduce strong recombination party, and transfuse high quality assets so as to recover the Company’s sustainable
operation ability and profitability and realize benign development of the Company.
XI. Note of main item of financial statement of parent company:
1. Receivable account
(1) Disclosed by category
Balance at the end of period
Category Book balance Bad debt provision
Proportion Proportion
Amount Amount
(%) (%)
Account receivable with single major amount but
withdrawal bed debt provision for single item
Account receivable withdrawal bad debt provision by age
combination
1,034,297,021.50 100.00 1,033,282,124.90 99.90
Account receivable with single minor amount but
withdrawal bed debt provision for single item
Total
1,034,297,021.50 100.00 1,033,282,124.90 99.90
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深圳中华自行车（集团）股份有限公司 2012 年度财务报表附注
Balance at the beginning of period
Category Book balance Bad debt provision
Proportion Proportion
Amount Amount
(%) (%)
Account receivable with single major amount but
withdrawal bed debt provision for single item
Account receivable withdrawal bad debt provision by
age combination
1,034,297,021.50 100.00 1,033,282,124.90 99.90
Account receivable with single minor amount but
withdrawal bed debt provision for single item
Total
1,034,297,021.50 100.00 1,033,282,124.90 99.90
Explanation of categories of the accounts receivable:
Based on the size, business nature and customer settlement condition of the company, the company decides that RMB 5 million of
accounts receivable is important single sum of payment. For an account receivable without depreciation at the end of the period, the
bad debt allowance is accrued on the basis of account aging analysis method.
(2) In combination, account receivable withdrawal bed debt provision by age analysis method:
Balance at period-end Balance at period-begin
Age Book balance Bad debt Book balance Bad debt
Amount Ratio (%) provision Amount Ratio (%) provision
Within 1year
1-2 years
2-3 years
Over 3 years 1,034,297,021.50 100.00 1,033,282,124.90 1,034,297,021.50 100.00 1,033,282,124.90
Total 1,034,297,021.50 100.00 1,033,282,124.90 1,034,297,021.50 100.00 1,033,282,124.90
(3) No account receivable actually cancelled after verification in the report period.
(4) The accounts receivable at the end of the report period don’t involve with the shareholder unit’s holding over 5% (including 5%)
voting power of the Company.
(5) Top 5 units with an amount of account receivable:
Relationship
Proportion among the gross
Name with the Amount Period
accounts receivable - others (%)
company
Customer I
Non-affiliated
customers 174,219,907.69 Over 3 years 16.84
Customer II
Non-affiliated
customers 140,887,132.85 Over 3 years 13.62
Customer III
Non-affiliated 97,930,571.16 Over 3 years 9.47
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深圳中华自行车（集团）股份有限公司 2012 年度财务报表附注
customers
Customer IV
Non-affiliated
customers 69,887,060.40 Over 3 years 6.76
Customer V
Non-affiliated
customers 52,406,319.69 Over 3 years 5.07
Total 535,330,991.79 51.76
(6)No other account receivable involving with affiliated parties in the report period.
(7)No other account receivable-others with confirmation terminated at the end of the report period.
2. Other receivables
(1) Disclosed by categories
Balance at period-end
Category Book balance Provision for bad debts
Amount Proportion Amount Proportion
(%) (%)
Other account receivable with single major amount and
withdrawal bed debt provision for single item
Other account receivable withdrawal bad debt provision
by age combination 570,988,778.14 100.00 518,077,882.75 90.73
Other account receivable with single minor amount but
withdrawal bed debt provision for single item
Total
570,988,778.14 100.00 518,077,882.75 90.73
Balance at period-begin
Category Book balance Provision for bad debts
Amount Proportion Amount Proportion
(%) (%)
Other account receivable with single major amount and
withdrawal bed debt provision for single item
Other account receivable withdrawal bad debt provision
by age combination 565,275,037.27 100.00 518,357,900.26 91.70
Other account receivable with single minor amount but
withdrawal bed debt provision for single item
Total
565,275,037.27 100.00 518,357,900.26 91.70
Interpretation to the category of accounts receivable-others:
According to the business scale, business nature, and customers’ settlement, etc., the account receivable-other with single big
amount is determined to be RMB 5 million. The account receivable-other with single big amount has no depreciation reserve, and
the reserve for bad and doubtful account is withdrawn with age analysis method.
(2) In combination, other account receivable withdrawal bed debt provision by age analysis method:
Age Balance at period-end Balance at period-begin
Book balance Bad debt Book balance Bad debt
ii ii
64
深圳中华自行车（集团）股份有限公司 2012 年度财务报表附注
Amount Proportion Amount Proportion
(%) (%)
Within 1year
13,154,669.62 2.30 742.45 36,632,067.72 6.48 74,688.47
1-2 years
25,594,082.01 4.48 68,701.35 431,331.22 0.08 432.43
2-3 years
144,144.00 0.03 432.43 45,244.91 0.01 135.73
Over 3years
532,095,882.51 93.19 518,008,006.52 528,166,393.42 93.43 518,282,643.63
Total
570,988,778.14 100.00 518,077,882.75 565,275,037.27 100.00 518,357,900.26
(3) No account receivable actually cancelled after verification in the report period.
(4) The accounts receivable at the end of the report period don’t involve with the shareholder units holding over 5% (including 5%)
voting power of the Company.
(5) Top 5 units with an amount of other account receivable:
Proportion among the
Relationship with
Name Amount Period total other accounts
the company
receivable - others (%)
Customer I
Non-affiliated Over 3
customers 220,038,935.10 years 38.54
Customer II
Non-affiliated Over 3
customers 60,359,041.39 years 10.57
Customer III
Non-affiliated Over 3
customers 30,059,193.03 years 5.26
Customer IV
Non-affiliated Over 3
customers 25,902,462.08 years 4.53
Customer V
Non-affiliated Over 3
customers 20,531,780.08 years 3.60
Total 356,891,411.68 62.50
(6)No other account receivable involving with affiliated parties in the report period.
(7)No other account receivable-others with confirmation terminated at the end of the report period.
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深圳中华自行车（集团）股份有限公司 2012 年度财务报表附注
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深圳中华自行车（集团）股份有限公司 2012 年度财务报表附注
3. Long-term equity investment
Explanation on
discrepancy
Percentag Provisio
Examin Share between share
e of n for
ation proportion proportion in
Initial Increases voting (asset)
and Opening balan Closing balan in invested Depreciation Cash
Invested company investment and decrea rights in deprecia
calculati ce ce invested company and reserve dividend
cost ses invested tion of
ng company percentage of
company current
method (%) voting rights in
(%) period
invested
company
Shenzhen EMMELLE Industry Cost
Co.,Ltd method 1,400,000.00 1,400,000.00 - 1,400,000.00 70% 70% - 1,400,000.00
Shenzhen Anju property Cost
management Co.,Ltd method 2,000,000.00 2,000,000.00 - 2,000,000.00 100% 100% - 2,000,000.00
China Bicycle(Hong Kong) Cost
Co.,Ltd method 5,350,000.00 5,350,000.00 - 5,350,000.00 99% 99% - 5,350,000.00
China Bicycle(International) Cost
Co.,Ltd method 18,727.60 18,727.60 - 18,727.60 100% 100% - 18,727.60
Shenzhen Jinhuan Printing Cost
Co.,Ltd method 14,883,560.00 14,883,560.00 - 14,883,560.00 38.00% 38.00% - 12,263,719.50
Total 23,652,287.60 23,652,287.60 23,652,287.60 21,032,447.10 -
67
深圳中华自行车（集团）股份有限公司 2012 年度财务报表附注
4. Operating revenue and operating costs
(1) Operating revenue:
Item Amount incurred of current period Amount incurred of last period
Main business income
313,551.29 2,913,427.30
Other business income
26,969,525.58 25,664,111.02
Total 27,283,076.87 28,577,538.32
Main business cost
294,714.52 2,827,957.15
Other business cost
7,413,585.11 10,994,840.05
Total 7,708,299.63 13,822,797.20
(2) Main business (by industry)
Amount incurred of current period Amount incurred of last period
Products
Business income Business cost Business income Business cost
Sales of bicycle 313,551.29 294,714.52 2,913,427.30 2,827,957.15
(3) Main business (by category)
Unit: RMB Currency: CNY
Amount incurred of current period Amount incurred of last period
Products
Business income Business cost Business income Business cost
CBC electric
- - - -
CBC bicycle
313,551.29 294,714.52 135,649.58 135,649.58
OEM bicycle
2,777,777.72 2,692,307.57
Total
313,551.29 294,714.52 2,913,427.30 2,827,957.15
5. Supplemental Information of cash flow statement
(1)Supplemental Information of cash flow statement
Supplemental Information Amount of this period Amount of last period
1． Reconciliation of net profit/(loss) to cash
flows from operating activities:
Net profit -49,696,708.98
40,234,684.03
plus: provision for assets
-280,017.51 -1,926,719.39
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深圳中华自行车（集团）股份有限公司 2012 年度财务报表附注
Supplemental Information Amount of this period Amount of last period
Depreciation of fixed assets
3,599,508.18 8,419,674.72
Amortization of intangible assets
862,862.04 862,862.04
Amortization of long-term prepaid expenses
-
Loss on disposal of fixed assets, intangible assets and others (deduct:
gains) -14,781,833.16
Losses on disposal of fixed assets (deduct: gains)
-
Losses on the changes in fair value (deduct :gains) -
-
Financial expenses (deduct :gains) -
25,831,645.36 26,259,541.82
Losses arising from investments(deduct: gains) -
-4,560,000.00
Decrease of deferred income tax assets (deduct : increase)
-
Increase of deferred income tax liabilities (deduct : decrease) -
-
Decrease in inventories(deduct: increase)
-164,222.22 32,722,498.56
Decrease in operating payables (deduct: increase)
-7,543,740.87 -4,000,102.22
Increase in operating payables (deduct: decrease)
23,264,997.37 -35,373,439.09
Others
-47,770,407.23
Net cash flows from operating activities -4,125,676.63
86,760.08
2． Investing and financing activities that do not
concerning cash receipts and payment:
Conversion of debt into capital
-
Reclassification of convertible bonds
expiring within one year as current liability -
Financial leasing of fixed assets
-
3． Net change of cash and cash equivalents:
Closing balance of cash
31,432,888.50 561,283.08
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深圳中华自行车（集团）股份有限公司 2012 年度财务报表附注
Supplemental Information Amount of this period Amount of last period
Minus: opening balance of cash
561,283.08 498,624.71
Plus: closing balance of cash equivalents
-
Minus: opening balance of cash equivalents
-
Net increase of cash and cash equivalents
30,871,605.42 62,658.37
(2) Composition of cash and cash equivalent
Items Amount at the period Amount at last period
I. Cash
31,432,888.50 561,283.08
Including: Cash on hand
49,924.54 22,807.61
Bank deposit available for payment anytime
31,382,963.96 538,475.47
Other monetary fund available for payment anytime
Due from China Central Bank for payment
- -
Due from banks
- -
Call loans to banks
- -
II. Cash equivalent
- -
Including: Bond investment coming due within 3 months
- -
III. Closing balance of cash and cash equivalent
31,432,888.50 561,283.08
XII. Supplement information
1. List of non-recurring profit and loss
Amount at the Amount at last
Item
period
period
Loss and profit on disposal of non-current assets
- 14,781,833.16
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深圳中华自行车（集团）股份有限公司 2012 年度财务报表附注
Amount at the Amount at last
Item
period
period
Tax return or exemption from override approval or with no official approval
document - -
The amount of the government subsidies which are included in the current
profits( which is related to enterprise business, except for government subsidies
according to national stand quota or quantum) - -
Paid or received payment for use of state funds recorded in current profit and Loss
- -
Profits and losses arising from business combination when the combined cost is
less than the recognized fair value of net assets of the merged company - -
Loss and profit of exchange of non-monetary assets
- -
Loss and profit by entrusting others to invest and manage the asset
- -
Allotted asset depreciation reserves incurred by occasional cause such as natural
calamities - -
Gains and losses from debt restructuring
- -
Expense for enterprise reconstruction, employee arrangement and other integration
costs - -
Profit and loss from transactions with obvious unfair transaction price
- -
Subsidiaries' year-to-date net profit/loss arising from business combination of
entities controlled by a same company - -
Profits contributed by the sold assets to the listed company from The beginning of
the year To the sale date - -
Except for effective hedging business related to normal business, held-for-trading
financial asset, profit and losses on the changes in fair value generated by
transaction financial liabilities, investment income achieved by disposing
transaction financial assets, transaction financial liabilities and hold-to-sale - -
financial assets
Reversals of depreciation reserves of receivables done depreciation test solely
- -
Loss and profit achieved by entrusting loans
- -
Profit and loss on the changes in fair value of invested real estate after being
subsequently measured with fair value mode - -
According to laws and regulations of tax and accounting, impact of One-off
adjustment of current loss and profit on current loss and profit - -
Trustee fee income generated from entrusted operation
- -
Other non-operating income and expenses
3,074,610.65 49,869,741.11
71
深圳中华自行车（集团）股份有限公司 2012 年度财务报表附注
Amount at the Amount at last
Item
period
period
Other loss/profit qualified definition of other non recurring profit and loss
- 4,560,000.00
Total amount of non-recurring profit and loss 3,074,610.65 69,211,574.27
Less: non-recurring profit and loss of income tax effect 16,610,777.82
Net amount of non-recurring profit and loss 3,074,610.65 52,600,796.45
Less: net effect of non-recurring profit and loss attributable to minority
shareholders
Non-recurring profit and loss attributable to ordinary shares shareholders of the
3,074,610.65 52,600,796.45
company
2. Return on equity and earnings per share
Earnings per share
Profit during the period of report Average weight ROE (%)
Average weight Dilute earnings per share
Net income attributed to
shareholders
- -0.0951 -0.0951
Net income attributed to
shareholders after deducting net
profit of recurring loss and profit - -0.1007 -0.1007
3. Reason and explanation of unusual circumstance of items of financial statement of the company
Variable
The changed
proportion of
amount of ending
Item ending balance Explanation
balance and
and initial
initial balance
balance (%)
It is mainly the reforming fund loans paid by Guosheng
Monetary capital 27,848,759.47 113.45 Energy Company
The notes receivable at the end of period of subsidiary
Notes receivable 627,810.00 62.78 -Emmelle increased
The accounts receivable at the end of period of subsidiary
Net accounts receivable 2,132,243.36 55.10 -Emmelle increased
The advance payment at the end of period of subsidiary
Advance payment -758,786.95 -47.76 -Emmelle decreased
The obvious appreciation of RMB in 2011 produced
large amount of exchange gains, while the RMB
Financial expenses 27,518,788.25 116.51 exchange rate in 2012 was stable.
Obtained investment income from disposing of Kymco
Investment income -4,560,000.00 -100.00 stock rights in 2011, while there was no investment
72
深圳中华自行车（集团）股份有限公司 2012 年度财务报表附注
Variable
The changed
proportion of
amount of ending
Item ending balance Explanation
balance and
and initial
initial balance
balance (%)
project to dispose in 2012.
Shenzhen Municipal Intermediate People's Court ruled
the corporation reorganization plan of Sunrise Company
was completed in 2011, the Company reduced the
original accrued debt of 34.89 million yuan and estimated
liabilities of 12.88 million yuan, reckoned in the
non-operating income, and the Court sold the Company’s
house property at Huaqiangnan and produced
non-operating income of 13.17 million yuan. But the
non-operating income was less in 2012.
Non-operating income -61,708,106.61 -95.05
XIII. The approval of financial statement
The Company’s financial statement and financial statement note were approved to report for public by the 17th
meeting of the 8th board of directors held on April 25, 2013 of the Company.
Legal representative: Date:
Principal in charge of accounting: Date:
Principal of accounting organ: Date:
Shenzhen China Bicycle Company (Holdings) Limited
April 25,2013
73
