意见反馈 手机随时随地看行情

公司公告

*ST中华B:2013年第一季度报告全文(英文版)2013-04-26  

						                          深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文




Shenzhen China Bicycle Company (Holdings) Limited

             First Quarterly Report 2013




                     April 2013




                                                                                1
                                                                     深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文




                                        Section I. Important Notes


Board of Directors and the Supervisory Committee of Shenzhen China Bicycle Company (Holdings) Limited
(hereinafter referred to as the Company) and its directors, supervisors and senior executives should guarantee the
reality, accuracy and completion of the quarterly report, there are no any fictitious statements, misleading
statements or important omissions carried in this report, and shall take legal responsibilities, individual and/or
joint.

Luo Guiyou, person in charge of the Company, Zhang Zebing, person in charger of accounting works and Sun
Longlong, person in charger of accounting organ (accounting officer) hereby confirm that the Financial Report of
this Quarterly Report is authentic, accurate and complete.

Except the following director, other directors are attended the Board Meeting for Quarterly Report deliberation in
person.
 Name of director not attended   Title of director not attended in
                                                                           Reasons for absent                 Trustee
          in person                           person
Kong Na                          Director                            Due to work                 Yang Fenbo

Cao Fang                         Director                            Due to work                 Li Hai

Li Bing                          Independent director                Due to personal             Zhang Xinmiao




                                                                                                                           2
                                                                      深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文




          Section II. Main financial data and changes of shareholders

I. Main financial data

Whether has retroactive adjustment or re-statement on financial data of previous’ period in this report or not
□Yes √ No
                                                                                                                   Changes of this period over
                                                     Jan. – March 2013               Jan. – March 2012
                                                                                                                  same period of last year (%)

Operating income (RMB)                                          39,478,142.34                    41,879,893.15                           -5.73%
Net profit attributable to shareholders of
                                                               -26,646,803.51                  -15,778,280.10                           68.88%
the listed company(RMB)
Net profit attributable to shareholders of
the listed company after deducting                             -26,641,212.51                  -15,768,650.10                           68.95%
non-recurring gains and losses(RMB)
Net cash flow arising from operating
                                                               -18,019,890.64                    -1,167,450.59                     1,443.52%
activities(RMB)

Basic earnings per share (RMB/Share)                                  -0.0483                           -0.0286                         68.88%
Diluted earnings per share (RMB/Share)                                -0.0483                           -0.0286                         68.88%
                                                                                                                   Changes of this period-end
                                                         2013-3-31                       2012-12-31               over same period-end of last
                                                                                                                            year (%)

Total assets (RMB)                                             163,359,115.93                 162,649,076.30                             0.44%
Net assets attributable to shareholder of
                                                             -1,736,098,059.92             -1,709,451,256.41                             1.56%
listed company (RMB)

Items of non-recurring gains and losses
√ Applicable      □ Not applicable
                                                                                                                                       Unit: RMB
                                                                            Amount from year-begin to
                                 Item                                                                                      Note
                                                                                    period-end

Other non-operating income and expenditure except for the
                                                                                                 -5,591.00
aforementioned items

Total                                                                                            -5,591.00                   --

II. Total number of shareholders at the end of this report period and top ten shareholders
                                                                                                                                    Unit: Share
Total number of shareholders
                                                                                                                                         34,430
at the end of report period

                                                             Top ten shareholders
  Shareholder’s          Nature of          Proportion of     Amount of shares       Amount of              Number of share pledged/frozen
        name             shareholder      shares held (%)            held           restricted shares     State of share          Amount


                                                                                                                                                  3
                                                             深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文


                                                                              held

Shenzhen
Guocheng Energy Domestic
Investment         non-state-owned          11.81%         65,098,412            9,963,618                                     0
Development        legal person
Co., Ltd.

Hong Kong
Zhuorun            Foreign legal
                                                8%         44,104,246                     0                                    0
Technology Co., person
Ltd.

                   Domestic nature
Zeng Ying                                    1.25%           6,894,257                    0                                    0
                   person

Shenzhen
Kangsheng          Domestic
Investment         non-state-owned           1.08%           5,972,500                    0                                    0
Development        legal person
Co., Ltd.

Jingchao
                   Foreign legal
Investment Co.,                              0.91%           5,001,944                    0                                    0
                   person
Ltd.

                   Domestic nature
Li Gaofeng                                   0.42%           2,293,241                    0                                    0
                   person

                   Domestic nature
Wang Haoyu                                    0.4%           2,221,933                    0                                    0
                   person

TANG JING          Domestic nature
                                              0.4%           2,213,175                    0                                    0
YUAN               person

GUOTAI
JUNAN
                   Foreign legal
SECURITIES(H                                  0.4%           2,208,017
                   person
ONGKONG)
LIMITED

                   Domestic nature
Liu Xiuhuang                                 0.37%           2,061,707                    0                                    0
                   person

                                     Top ten shareholders with unrestricted shares held
                                                                                                      Type of shares
          Shareholder’s name               Amount of unrestricted shares held
                                                                                                 Type             Amount

Shenzhen Guocheng Energy                                                                      RMB ordinary
                                                                              55,134,797                               55,134,797
Investment Development Co., Ltd.                                                                 shares

Hong Kong Zhuorun Technology                                                                  RMB ordinary
                                                                              44,104,246                               44,104,246
Co., Ltd.                                                                                        shares



                                                                                                                                    4
                                                               深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文


                                                                                              Domestically
Zeng Ying                                                                         6,894,257 listed foreign             6,894,257
                                                                                              shares

Shenzhen Kangsheng Investment                                                                  RMB ordinary
                                                                                  5,972,500                            5,972,500
Development Co., Ltd.                                                                              shares

                                                                                               RMB ordinary
Jingchao Investment Co., Ltd.                                                     5,001,944                            5,001,944
                                                                                                   shares

                                                                                              Domestically
Li Gaofeng                                                                        2,293,241 listed foreign             2,293,241
                                                                                              shares

                                                                                              RMB ordinary
Wang Haoyu                                                                        2,221,933                            2,221,933
                                                                                              shares

                                                                                              Domestically
TANG JING YUAN                                                                    2,213,175 listed foreign             2,213,175
                                                                                              shares

GUOTAI JUNAN                                                                                  Domestically
SECURITIES(HONGKONG)                                                              2,208,017 listed foreign             2,208,017
LIMITED                                                                                       shares

                                                                                              Domestically
Liu Xiuhuang                                                                      2,061,707 listed foreign             2,061,707
                                                                                              shares

                                     The top 10 shareholders of the Company had no related relationship with each other, and they
                                     are not concerted action persons ruled in the Administration Norms for Information
Note of related relationship among
                                     Disclosure of Change on Shareholding of Shareholders of Listed Companies. Whether
the above shareholders and
                                     shareholders of other unknown tradable stocks have related relationship with each other, and
concerted actors
                                     whether they belong to concerted action persons ruled in the Administration Norms for
                                     Information Disclosure of Change on Shareholding of Shareholders of Listed Companies.

Statement of shareholders
participating in securities margin   N/A
trading business (if applicable)




                                                                                                                                    5
                                                                 深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文




                                       Section III. Significant Events

I. Particulars about material changes in items of main accounting statement and financial
index and explanations of reasons

1. Monetary funds decreased 34.40% than the period-begin, mainly due to the employee compensation paid at first quarter.
2. Notes receivable increased 791.58% than the period-begin, due to the increase of the subsidiary Emmelle notes receivable.
3. Accounts receivable decreased 71.65% than the period-begin, due to the decrease of the subsidiary Emmelle receivables.
4. Advance payment decreased 35.12% than the period-begin, due to the decrease of the subsidiary Emmelle advance payment.
5. Inventory increased 62.55% than the period-begin, mainly because inventory of the subsidiary Emmelle increased to stock up for
season of sales.
6. Payment in advance increased 31.06% than the period-begin, mainly because the increase of the subsidiary Emmelle payment in
advance.
7. Management expense increased 546.72% than the same period of last year, main due to the provision of employee compensation at
first quarter.
8. Financial expense decreased 100.75% than the same period of last year, mainly because the company had bankruptcy
reorganization and no provision for interest and main due to bank interest income.


II. Analysis and explanation of significant events and their influence and solutions

I. Non-standard opinion
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


                                                                                                                               6
                                                           深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文


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)
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.
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.


                                                                                                                 7
                                                            深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文




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
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.


                                                                                   Information index for temporary report
                  Overview                          Date for disclosure
                                                                                                 disclosure

III. Commitments make within the report period or persisted to the period by the Company
or shareholder with over 5 percent shares held
 Item of Commitments         Promisee                  Content of commitments                   Date    Term Implementation
                                        The original non-circulated shares are not available
                        Shenzhen        for trading or transfer in 12 months since Reform
Commitments for                         implemented; after the aforesaid period expired,                     Obey the
                        Guosheng                                                             2006-12-29
changing equity                         original shareholders with over 5% of non-circulated                 commitments
                        Energy          shares held can list the share on Shenzhen Stock
                                        Exchange; the proportion of sold shares should be

                                                                                                                            8
                                                                 深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文


                          Development      over 5% within 12 months and no more 10% deal in
                                           24 months.
                          Co., Ltd,

Commitments made in
acquisition report or
equity change report

Commitments made in
assets reorganization

Commitments made in
initial public offering
or refinancing

Other commitments for
small and medium
shareholders of the
company
Perform the
commitment promptly       Yes
or not
Specific reason
For non-performance       -
and the next plan
Make commitment in
respect of the
                          No
competition and related
transaction or not
Solution period for
                          -
commitment
Solution method           -
Performance of
                          -
commitment
IV. Predict of the business performance from January to June 2013
Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next report period may be
loss or have great changes comparing with the same period of last year
□Applicable      √Not applicable
V. Registration form for receiving research, communication and interview in the report
period
                                                                                                          Contents discussed and
        Date                   Place           Method          Type of investors        Investor
                                                                                                            materials supplied
                          The office of   Telephone                                 Shareholding of      Progress of the company
 Jan. – March 2013                                           Individual
                              company     communication                             circulating shares        reorganization




                                                                                                                                   9
                                                            深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文




                                       Section IV. Financial Statement

I. Financial statement

1. Consolidate balance sheet

Prepared by Shenzhen China Bicycle Company (Holdings) Limited
                                                                                                                Unit: RMB

                      Items                     Balance at period-end                 Balance at period-begin

Current assets:

       Monetary funds                                             34,371,041.16                          52,395,360.86

       Settlement provisions

       Capital lent

       Transaction finance asset

       Notes receivable                                           14,513,238.84                           1,627,810.00

       Accounts receivable                                         1,701,674.59                           6,002,162.94

       Accounts paid in advance                                         538,459.13                          829,956.13

       Insurance receivable

       Reinsurance receivables

       Contract reserve of reinsurance
receivable

       Interest receivable

       Dividend receivable

       Other receivables                                          23,514,289.17                          23,467,668.87

       Purchase restituted finance asset

       Inventories                                                28,628,834.90                          17,612,197.85

       Non-current asset due within one
year

       Other current assets

Total current assets                                             103,267,537.79                         101,935,156.65

Non-current assets:

       Granted loans and advances

       Finance asset available for sales

       Held-to-maturity investment

       Long-term account receivable


                                                                                                                      10
                                                深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文


     Long-term equity investment                      2,619,840.50                          2,619,840.50

     Investment property                             21,152,489.59                         21,395,176.24

     Fixed assets                                    12,806,260.38                         12,970,199.73

     Construction in progress

     Engineering material

     Disposal of fixed asset

     Productive biological asset

     Oil and gas asset

     Intangible assets                               23,512,987.67                         23,728,703.18

     Expense        on    Research        and
Development

     Goodwill

     Long-term         expenses      to    be
apportioned

     Deferred income tax asset

     Other non-current asset

Total non-current asset                              60,091,578.14                         60,713,919.65

Total assets                                        163,359,115.93                       162,649,076.30

Current liabilities:

     Short-term loans                               355,796,107.93                       355,796,107.93

     Loan from central bank

     Absorbing deposit and interbank
deposit

     Capital borrowed

     Transaction financial liabilities

     Notes payable

     Accounts payable                               139,319,617.39                        118,475,773.47

     Accounts received in advance                    17,902,780.33                         13,660,199.55

     Selling     financial        asset    of
repurchase
     Commission           charge          and
commission payable

     Wage payable                                     3,717,275.09                          3,983,845.52

     Taxes payable                                   95,936,244.07                         95,980,708.60

     Interest payable                               230,575,685.75                       230,575,685.75

     Dividend payable



                                                                                                       11
                                                  深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文


       Other accounts payable                         433,786,244.21                       431,275,594.67

       Reinsurance payables

       Insurance contract reserve

       Security trading of agency

       Security sales of agency

       Non-current liabilities due within 1
                                                      453,747,741.58                       453,747,741.58
year

       Other current liabilities                        2,352,450.07                          2,331,150.07

Total current liabilities                           1,733,134,146.42                      1,705,826,807.14

Non-current liabilities:

       Long-term loans

       Bonds payable

       Long-term account payable

       Special accounts payable

       Projected liabilities                          166,212,952.92                       166,212,952.92

  Deferred income tax liabilities

       Other non-current liabilities

Total non-current liabilities                         166,212,952.92                       166,212,952.92

Total liabilities                                   1,899,347,099.34                      1,872,039,760.06

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                       486,589,213.20

       Less: Inventory shares

       Reasonable reserve

       Surplus public reserve                          32,673,227.01                         32,673,227.01

       Provision of general risk

       Retained profit                             -2,806,708,447.13                     -2,780,061,643.62

       Balance      difference     of   foreign
currency translation
Total owner’s equity attributable to
                                                   -1,736,098,059.92                     -1,709,451,256.41
parent company

Minority interests                                        110,076.51                            60,572.65

Total owner’s equity (or shareholders’
                                                   -1,735,987,983.41                     -1,709,390,683.76
equity)

Total liabilities and owner’s equity(or
                                                      163,359,115.93                       162,649,076.30
shareholders’ equity)


                                                                                                        12
                                                              深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文


Legal representative: Luo Guiyou
Person in charger of accounting works: Zhang Zebing
Person in charger of accounting organ: Sun Longlong




2. Balance sheet of parent company
Prepared by Shenzhen China Bicycle Company (Holdings) Limited
                                                                                                                  Unit: RMB

                      Items                       Balance at period-end                 Balance at period-begin

Current assets:

       Monetary funds                                               11,628,872.05                          31,432,888.50

       Transaction finance asset

       Notes receivable

       Accounts receivable                                           1,094,396.60                           1,014,896.60

       Accounts paid in advance

       Interest receivable

       Dividend receivable

       Other receivables                                            47,226,541.73                          52,910,895.39

       Inventories                                                   9,711,491.07                           9,779,439.79

       Non-current asset due within one
year

       Other current assets

Total current assets                                                69,661,301.45                          95,138,120.28

Non-current assets:

       Finance asset available for sales

       Held-to-maturity securities

       Long-term account receivable

       Long-term equity investment                                   2,619,840.50                           2,619,840.50

       Investment property                                          21,152,489.59                          21,395,176.24

       Fixed assets                                                 12,527,502.91                          12,676,971.13

       Construction in progress

       Engineering material

       Disposal of fixed asset

       Productive biological asset

       Oil and gas asset

       Intangible assets                                            23,512,987.67                          23,728,703.18

       Expense        on      Research   and


                                                                                                                        13
                                                 深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文


Development

       Goodwill

       Long-term        expenses     to     be
apportioned

       Deferred income tax asset

       Other non-current asset

Total non-current asset                               59,812,820.67                         60,420,691.05

Total assets                                         129,474,122.12                        155,558,811.33

Current liabilities:

       Short-term loans                              320,902,551.61                       320,902,551.61

       Transaction financial liabilities

       Notes payable

       Accounts payable                              124,098,936.31                       124,098,936.31

       Accounts received in advance                   10,664,592.85                         10,664,592.85

       Wage payable                                    2,016,190.63                          2,151,710.33

       Taxes payable                                  95,221,288.01                         94,891,954.20

       Interest payable                              230,575,685.75                       230,575,685.75

       Dividend payable

       Other accounts payable                        386,999,842.74                       386,975,286.77

       Non-current liabilities due within 1
                                                     453,747,741.58                       453,747,741.58
year

       Other current liabilities                       2,320,660.19                          2,320,660.19

Total current liabilities                          1,626,547,489.67                      1,626,329,119.59

Non-current liabilities:

       Long-term loans

       Bonds payable

       Long-term account payable

       Special accounts payable

       Projected liabilities                         166,212,952.92                       166,212,952.92

       Deferred income tax liabilities

       Other non-current liabilities

Total non-current liabilities                        166,212,952.92                       166,212,952.92

Total liabilities                                  1,792,760,442.59                      1,792,542,072.51

Owner’s       equity     (or   shareholders’
equity):
       Paid-in capital (or share capital)            551,347,947.00                       551,347,947.00


                                                                                                       14
                                                              深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文


     Capital public reserve                                        486,589,213.20                         486,589,213.20

     Less: Inventory shares

     Reasonable reserve

     Surplus public reserve                                         32,673,227.01                          32,673,227.01

     Provision of general risk

     Retained profit                                            -2,733,896,707.68                      -2,707,593,648.39

     Balance     difference    of   foreign
currency translation
Total owner’s equity(or shareholders’
                                                                -1,663,286,320.47                      -1,636,983,261.18
equity)
Total liabilities and owner’s equity(or
                                                                   129,474,122.12                         155,558,811.33
shareholders’ equity)
Legal representative: Luo Guiyou
Person in charger of accounting works: Zhang Zebing
Person in charger of accounting organ: Sun Longlong


3. Consolidated Profit Statement
Prepared by Shenzhen China Bicycle Company (Holdings) Limited
                                                                                                                 Unit: RMB

                   Items                          Amount at this period                  Amount at last period

I. Total operating income                                           39,478,142.34                          41,879,893.15

Including: Operating income                                         39,478,142.34                          41,879,893.15

     Interest income

     Insurance gained

     Commission            charge       and
commission income

II. Total operating cost                                            66,069,850.99                          57,648,543.25

Including: Operating cost                                           33,710,828.17                          36,725,622.06

     Interest expense

     Commission            charge       and
commission expense

     Cash surrender value

     Net     amount     of    expense    of
compensation

          Net amount of withdrawal of
insurance contract reserve

     Bonus expense of guarantee slip

     Reinsurance expense

     Operating tax and extras                                             59,938.33                              33,600.52


                                                                                                                        15
                                                      深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文


         Sales expenses                                      941,513.94                           1,249,797.96

         Administration expenses                           31,468,393.66                          4,865,871.37

         Financial expenses                                  -110,823.11                         14,773,651.34

         Losses of devaluation of asset

         Add: Changing income of fair
value(Loss is listed with “-”)
         Investment income (Loss is listed
with “-”)
         Including: Investment income on
affiliated company and joint venture
         Exchange income (Loss is listed
with “-”)
III. Operating profit         (Loss is listed
                                                          -26,591,708.65                        -15,768,650.10
with “-”)

         Add: Non-operating income                              1,245.00                              1,800.00

         Less: Non-operating expense                            6,836.00                             11,430.00

         Including:   Disposal     loss    of
non-current asset
IV. Total Profit       (Loss is listed with
                                                          -26,597,299.65                        -15,778,280.10
“-”)

         Less: Income tax

V. Net profit (Net loss is listed with “-”)             -26,597,299.65                        -15,778,280.10

Including: Net profit achieved by the
merged party before the merger

         Net profit attributable to owner’s
                                                          -26,646,803.51                        -15,778,280.10
equity of parent company
     Minority shareholders’ gains and
                                                              49,503.86
losses

VI. Earnings per share                          --                         --

i. Basic earnings per share                                      -0.0483                               -0.0286

ii. Diluted earnings per share                                   -0.0483                               -0.0286

VII. Other consolidated income

VIII. Total consolidated income                           -26,597,299.65                        -15,778,280.10

Total consolidated income attributable
                                                          -26,646,803.51                        -15,778,280.10
to owners of parent company

         Total consolidated income
                                                              49,503.86
attributable to minority shareholders
Legal representative: Luo Guiyou
Person in charger of accounting works: Zhang Zebing
Person in charger of accounting organ: Sun Longlong


                                                                                                            16
                                                                 深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文


 4. Profit statement of parent company

Prepared by Shenzhen China Bicycle Company (Holdings) Limited
                                                                                                                       Unit: RMB

                      Items                          Amount at this period                     Amount at last period

I. Operating income                                                     6,172,431.82                              6,045,937.76

Less: Operating income                                                  1,495,002.40                              1,608,119.60

         Operating tax and extras

         Sales expenses

         Administration expenses                                       31,045,455.46                              4,407,326.41

         Financial expenses                                                  -70,557.75                          14,784,310.75

         Losses of devaluation of asset

         Add: Changing income of fair
value(Loss is listed with “-”)
         Investment income (Loss is listed
with “-”)
         Including: Investment income on
affiliated company and joint venture
II. Operating profit          (Loss is listed
                                                                      -26,297,468.29                            -14,753,819.00
with “-”)

         Add: Non-operating income                                            1,245.00                                  1,800.00

         Less: Non-operating expense                                          6,836.00                                 11,430.00

         Including:    Disposal     loss   of
non-current asset
III. Total Profit      (Loss is listed with
                                                                      -26,303,059.29                            -14,763,449.00
“-”)

         Less: Income tax

IV. Net profit (Net loss is listed with
                                                                      -26,303,059.29                            -14,763,449.00
“-”)

V. Earnings per share                           --                                        --

i. Basic earnings per share                                                    -0.0477                                  -0.0268

ii. Diluted earnings per share                                                 -0.0477                                  -0.0268

VI. Other consolidated income

VII. Total consolidated income                                        -26,303,059.29                            -14,763,449.00
Legal representative: Luo Guiyou
Person in charger of accounting works: Zhang Zebing
Person in charger of accounting organ: Sun Longlong




                                                                                                                              17
                                                               深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文


5. Consolidated cash flow statement
Prepared by Shenzhen China Bicycle Company (Holdings) Limited
                                                                                                                  Unit: RMB

                   Items                           Amount at this period                  Amount at last period

I. Cash flows arising from operating
activities:
       Cash    received         from    selling
commodities       and     providing       labor                      20,916,481.41                          36,752,304.87
services
       Net increase of customer deposit
and interbank deposit
       Net increase of loan from central
bank
       Net increase of capital borrowed
from other financial institution
       Cash    received        from    original
insurance contract fee
       Net cash received from reinsurance
business
       Insured savings and net increase of
investment
       Net    increase    of     disposal    of
transaction financial asset
       Cash    received        from    interest,
 commission charge and commission

       Net increase of capital borrowed

       Net increase of returned business
capital

       Write-back of tax received

       Other cash received concerning
                                                                     12,913,898.92                           6,483,287.57
operating activities
        Subtotal of cash inflow arising
                                                                     33,830,380.33                          43,235,592.44
from operating activities
       Cash     paid      for      purchasing
commodities       and     receiving       labor                      17,137,023.92                          32,871,525.36
service
       Net increase of customer loans and
advances

       Net increase of deposits in central
bank and interbank

       Cash paid for original insurance
contract compensation


                                                                                                                        18
                                                  深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文


       Cash paid for interest, commission
charge and commission
       Cash paid for bonus of guarantee
slip

       Cash paid to/for staff and workers              30,362,714.97                          4,680,063.76

       Taxes paid                                        877,817.29                           3,409,295.87

       Other     cash     paid      concerning
                                                        3,472,714.79                          3,442,158.04
operating activities
       Subtotal of cash outflow arising
                                                       51,850,270.97                         44,403,043.03
from operating activities
       Net     cash    flows     arising   from
                                                      -18,019,890.64                         -1,167,450.59
operating activities
II. Cash flows arising from investing
activities:
       Cash received from recovering
investment
       Cash received from investment
income
       Net cash received from disposal of
fixed, intangible and other long-term
assets
       Net cash received from disposal of
subsidiaries and other units
       Other cash received concerning
investing activities
       Subtotal of cash inflow from
investing activities
       Cash paid for purchasing fixed,
                                                            4,429.06                              4,358.98
intangible and other long-term assets

       Cash paid for investment

       Net increase of mortgaged loans

       Net      cash      received         from
subsidiaries and other units
       Other     cash     paid      concerning
investing activities
       Subtotal of cash outflow from
                                                            4,429.06                              4,358.98
investing activities
       Net     cash    flows     arising   from
                                                           -4,429.06                             -4,358.98
investing activities

III. Cash flows arising from financing
activities

       Cash received from absorbing


                                                                                                        19
                                                                  深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文


investment

      Including: Cash received from
absorbing       minority          shareholders’
investment by subsidiaries

      Cash received from loans

      Cash received from issuing bonds

      Other cash received concerning
financing activities
      Subtotal of cash inflow from
financing activities

      Cash paid for settling debts

      Cash paid for dividend and profit
distributing or interest paying
      Including: Dividend and profit of
minority       shareholder           paid       by
subsidiaries
      Other     cash       paid      concerning
financing activities
      Subtotal of cash outflow from
financing activities
      Net     cash    flows       arising    from
financing activities
IV. Influence on cash due to fluctuation
in exchange rate
V. Net increase of cash and cash
                                                                       -18,024,319.70                          -1,171,809.57
equivalents
      Add: Balance of cash and cash
                                                                        52,395,360.86                          24,546,601.39
equivalents at the period -begin
VI.    Balance       of    cash      and      cash
                                                                        34,371,041.16                          23,374,791.82
equivalents at the period -end
Legal representative: Luo Guiyou
Person in charger of accounting works: Zhang Zebing
Person in charger of accounting organ: Sun Longlong


6. Cash flow statement of parent company
Prepared by Shenzhen China Bicycle Company (Holdings) Limited
                                                                                                                     Unit: RMB

                      Items                           Amount at this period                  Amount at last period

I. Cash flows arising from operating
activities:
      Cash      received      from          selling
commodities          and   providing         labor                                                                   1,365.00
services


                                                                                                                           20
                                                    深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文


     Write-back of tax received

     Other cash received concerning
                                                         12,754,323.86                          3,265,004.96
operating activities
         Subtotal of cash inflow arising
                                                         12,754,323.86                          3,266,369.96
from operating activities
     Cash       paid       for       purchasing
commodities          and    receiving       labor
service

     Cash paid to/for staff and workers                  28,751,436.59                            93,605.20

     Taxes paid                                            540,206.58                              7,321.63

     Other      cash       paid      concerning
                                                          3,266,697.14                          3,158,925.12
operating activities
     Subtotal of cash outflow arising
                                                         32,558,340.31                          3,259,851.95
from operating activities
     Net      cash    flows       arising   from
                                                        -19,804,016.45                             6,518.01
operating activities
II. Cash flows arising from investing
activities:
     Cash received from recovering
investment
     Cash received from investment
income
     Net cash received from disposal of
fixed, intangible and other long-term
assets
     Net cash received from disposal of
subsidiaries and other units
     Other cash received concerning
investing activities
     Subtotal of cash inflow from
investing activities
     Cash paid for purchasing fixed,
                                                                                                   2,717.95
intangible and other long-term assets

     Cash paid for investment

     Net       cash        received         from
subsidiaries and other units
     Other      cash       paid      concerning
investing activities
     Subtotal of cash outflow from
                                                                                                   2,717.95
investing activities

Net cash flows arising from investing
                                                                                                   -2,717.95
activities



                                                                                                          21
                                                             深圳中华自行车(集团)股份有限公司 2013 年第一季度报告全文


III. Cash flows arising from financing
activities
      Cash received from absorbing
investment

      Cash received from loans

      Cash received from issuing bonds

      Other cash received concerning
financing activities

Subtotal of cash outflow from financing
activities

      Cash paid for settling debts

      Cash paid for dividend and profit
distributing or interest paying
      Other      cash      paid      concerning
financing activities
      Subtotal of cash outflow from
financing activities
      Net      cash   flows       arising   from
financing activities
IV. Influence on cash due to fluctuation
in exchange rate
V. Net increase of cash and cash
                                                                 -19,804,016.45                             3,800.06
equivalents
      Add: Balance of cash and cash
                                                                  31,432,888.50                           561,283.08
equivalents at the period -begin
VI.    Balance        of   cash      and    cash
                                                                  11,628,872.05                           565,083.14
equivalents at the period -end
Legal representative: Luo Guiyou
Person in charger of accounting works: Zhang Zebing
Person in charger of accounting organ: Sun Longlong
II. Audit report
Whether the first quarterly report had been audited or not
□ Yes √ No




                                                                                                                  22