深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 Shenzhen China Bicycle Company (Holdings) Limited THE THIRD QUARTERLY REPORT FOR 2013 October 2013 1 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 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. 2 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 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 hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All directors of the Company are attended the Meeting for quarterly report deliberation. Principal of the Company Luo Guiyou, Person in Charge of Accounting Works Li Hai and Person in Charge of Accounting Organ (Accounting Officer) Sun Longlong hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. 3 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 Section II. Main accounting data and changes of shareholders I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Current period-end Period-end of last year Increase/decrease (%) Total assets(RMB) 174,455,867.41 162,649,076.30 7.26% Net assets attributable to shareholders of listed company -1,736,414,259.06 -1,709,451,256.41 1.58% (RMB) Increase/decrease in Increase/decrease in comparison with Year-begin to end of Current period comparison with same year-begin to the Period period of last year (%) Period-end of last year (%) Operating revenue (RMB) 95,324,387.74 11.47% 200,227,908.32 0.77% Net profit attributable to shareholders of the listed company 2,320,605.55 115.65% -26,963,002.65 44.03% (RMB) Net profit attributable to shareholders of the listed company 2,325,966.97 115.73% 4,523,091.03 109.39% after deducting non-recurring gains and losses(RMB) Net cash flow arising from -- -- -12,259,564.26 -387.93% operating activities(RMB) Basic earnings per share 0.0042 115.65% -0.0489 44.03% (RMB/Share) Diluted earnings per share 0.0042 115.65% -0.0489 44.03% (RMB/Share) Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Amount from year-begin to Item Note end of the Period Gains/losses from the disposal of non-current asset (including the 15,100.00 write-off that accrued for impairment of assets) 4 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 Reorganization expenses, such as expenditure for allocation of Expenditure for allocation of -31,521,787.26 employees and integration fee employees Other non-operating income and expenditure except for the 20,593.58 aforementioned items Total -31,486,093.68 -- 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 Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable II. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period In Share Total shareholders at period-end 34,424 Shares-held of top ten shareholders Number of share Proportion Amount of Nature of Amount of pledged/frozen Shareholders of shares restricted shares shareholder shares held State of held (%) held Amount share Domestic Shenzhen Guosheng Energy non-State-owned 11.81% 65,098,412 9,963,618 Investment Development Co., Ltd. legal person Foreign legal Zhuorun Technology Co., Ltd. 8% 44,104,246 0 person Domestic nature Zeng Ying 1.25% 6,894,257 0 person Domestic Shenzhen Kangsheng Investment non-State-owned 1.08% 5,972,500 0 Development Co., Ltd. legal person Foreign legal Jingchao Investment Co., Ltd. 0.91% 5,001,944 0 person Domestic nature Li Gaofeng 0.42% 2,293,241 0 person Domestic nature Wang Haoyu 0.4% 2,221,933 0 person Domestic nature TANG JING YUAN 0.4% 2,213,175 0 person 5 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 GUOTAI JUNAN Foreign legal SECURITIES(HONGKONG) 0.4% 2,208,017 0 person LIMITED Domestic nature Liu Xiuhuang 0.37% 2,061,707 0 person Particular about top ten shareholders with un-restrict shares held Type of shares Shareholders Amount of un-restrict shares held Type Amount Shenzhen Guosheng Energy RMB ordinary 55,134,794 55,134,794 Investment Development Co., Ltd. shares RMB ordinary Zhuorun Technology Co., Ltd. 44,104,246 44,104,246 shares 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 Among the other circulating shareholders, the Company was unaware of whether there Explanation on associated relationship existed associated relationship or whether there existed consistent actionist regulated in the among the aforesaid shareholders Management Measure of Information Disclosure on Change of Shareholding for Listed Companies. Explanation on shareholders involving N/A margin business (if applicable) 6 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 Whether has a buy-back agreement dealing in reporting period □Yes √No 7 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons 1. Note receivable: amount of period-end increased 192.31% over that of period-beginning, mainly because the acceptance draft settled from clients increased in subsidiary EMMELLE; 2. Account receivable: amount of period-end decreased 84.92% over that of period-beginning, mainly because account for goods are collected by subsidiary EMMELLE; 3. Account paid in advance: amount of period-end increased 846.97% over that of period-beginning, mainly due to the settlement way of business from subsidiary EMMELLE; 4. Inventory: amount of period-end increased 155.00% over that of period-beginning, mainly due to the preparation for peak seasons from subsidiary EMMELLE; 5. Account received in advance: amount of period-end increased 65.38% over that of period-beginning, mainly because the accont received in advance for peak seasons increased from subsidiary EMMELLE; 6. Sales expenses: the Period (from Jan. to Sept.) increased 94.78% over that of same period of last year, mainly because the market expense was accrued in advance by subsidiary EMMELLE for peak season; 7. Administration expense: the Period (from Jan. to Sept.) increased 202.85% over that of same period of last year, mainly because the staff labor-credit was clear-off in the Period due to reorganization; 8. Finance expenses: the Period (from Jan. to Sept.) decreased 100.57% over that of same period of last year, mainly because no interest expenses will withdrawal in the Period due to reorganization; 9. Net profit: the Period (from Jan. to Sept.) losses 44.01% over that of same period of last year, mainly because (i) the finance expense drop dramatically because no debt interest will withdrawal in the Period due to reorganization and (ii) the administration expenses increased due to the clear-off of staff labor-credit in Period II. Progress of significant events, their influences, and analysis and explanation of their solutions (I) Reorganization of the Company: On 11 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. According to the legal provisions, the company has established the reorganization plan draft, and submitted to Shenzhen Intermediate People's Court and the meeting of creditors of the company within the legal time limit. On 31st, Jul., 2013, the company has received the written ruling for confirming the financial claim from the court and announced it. Soon afterwards, the 2nd 8 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 meeting of creditors and contributors about the reorganization of CBC were call in the 1st approval court of Shenzhen Intermediate People's Court respectively at A.M and P.M of 22 August 2013, the meeting deliberate and vote the reorganization draft of CBC and adjustment of contributor’s equity, and the contributor meeting open a network voting at the same time. Being approved, voting term for general creditor will last to 3 o’clock P.M of 10 September 2013 due to part of the creditors in the meeting have no authorized to voting on-site. After the vote, tax creditor’s rights group passed the draft of reorganization plan, ordinary creditor’s right gourp fail to pass the plan and contributors group passed the euqity adjustment plan involved in the reorganization plan draft. With purpose of protect the creditor’s rights totally, and in line with relevant regulation of Enterprise Bankruptcy Law, the ordinary creditor’s right gourp will vote for the plan again, and the re-voting will end at 3 o’clock P.M of 15 October 2013. After the vote, the ordinary creditor’s right gourp passed the draft of reorganization plan. In light of the draft of reorganization plan passed by ordinary creditor’s right gourp and tax creditor’s rights group by voting and the contributors’s equity adjustment plan passed by contributors group, the Company will apply to Shenzhen Intermediate People's Court for reorganization plan timely by law. In addition, in line with the separation of duties approved by the Court, the Company’s administrator start the assets disposal in order to rapid up the disposal of reorganized assets and follow-up discharged claim. On 16 October 2013, the land use right and gound property buildings of the lands (127,000 m2)locates at Zhonghua Industry Park, Longhua District, Shenzhen, were sell by public auction by Shenzhen Land & Real Estate Exchange Center, and the land was won by Shenzhen Land Reserved Center with closing cost of RMB 1607 million. The reorganization works still in process recently. (II) Explanation from the Board for “Qualified Opinion” of last year’s 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 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 9 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 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. According to the legal provisions, the company has established the reorganization plan draft, and submitted to Shenzhen Intermediate People's Court and the meeting of creditors of the company within the legal time limit. On 31st, Jul., 2013, the company has received the written ruling for confirming the financial claim from the court and announced it. Soon afterwards, the 2nd meeting of creditors and contributors about the reorganization of CBC were call in the 1st approval court of Shenzhen Intermediate People's Court respectively at A.M and P.M of 22 August 2013, the meeting deliberate and vote the reorganization draft of CBC and adjustment of contributor’s equity, and the contributor meeting open a network voting at the same time. Being approved, voting term for general creditor will last to 3 o’clock P.M of 10 September 2013 due to part of the creditors in the meeting have no authorized to voting on-site. After the vote, tax creditor’s rights group passed the draft of reorganization plan, ordinary creditor’s right gourp fail to pass the plan and contributors group passed the euqity adjustment plan involved in the reorganization plan draft. With purpose of protect the creditor’s rights totally, and in line with relevant regulation of Enterprise Bankruptcy Law, the ordinary creditor’s right gourp will vote for the plan again, and the re-voting will end at 3 o’clock P.M of 15 October 2013. After the vote, the ordinary creditor’s right gourp passed the draft of reorganization plan. In light of the draft of reorganization plan passed by ordinary creditor’s right gourp and tax creditor’s rights group by voting and the contributors’s equity adjustment plan passed by contributors group, the Company will apply to Shenzhen Intermediate People's Court for reorganization plan timely by law. 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. III. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or made in previous period and extending to reporting period Commitme Commitment Implementa Commitments Accepter Contents nt date term tion The original non-circulated shares are not available for trading or transfer in 12 months since Reform implemented; after the Shenzhen Guosheng aforesaid period expired, Energy Development Commitments for original shareholders with Implemente Co., Ltd,; Zhuorun 2006-12-29 Share Merger Reform over 5% of non-circulated d Technology Co., shares held can list the share Ltd. on Shenzhen Stock Exchange; the proportion of sold shares should be over 5% within 12 months and no more 10% deal in 24 months. 10 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 Commitments made in acquisition report or equity change report Commitments in assets reorganization Commitments in initial public offering or refinancing Other commitments for medium and small shareholders Completed on time or not Yes IV. Estimation of operation performance for year of 2013 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Not applicable V. Particular about security investment Amount Proportio Amount of Initial n of of Proportio stock-hol n of Book Gains and Short investme stock-hol stock-hol Variety of Code of ding at the stock-hol value at loss in the Accounti Source of form of nt ding at the ding at ding at the the end of securities securities securities beginning end of the the period reporting ng subject stock cost(RM beginning the end of of the period (RMB) (RMB) B) of the the period (%) period period (% (Share) (Share) Total 0.00 0 -- 0 -- 0.00 0.00 -- -- Disclosure date of securities investment approval from the Board Disclosure date of securities investment approval from Shareholders’ Meeting (if applicable) Explanation on equity of other listed company held □Applicable √Not applicable VI. Particulars about derivatives investment In ten thousand Yuan Whether Investme Amount Investme Ratio of Actual Related Initial related nt amount of reserve nt amount investmen gains/loss Operator relationsh Type investmen Start date End date trade or at for at t amount es in ip t not period-be devaluati period-en at period 11 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 gin on of d period-en withdrawi d in net ng (if assets of applicable the ) Company at period-en d (%) Total 0 -- -- 0 0 0 0% 0 Capital resource N/A Disclosure date of derivative investment approval from the Board (if applicable) Disclosure date of derivative investment approval from the Shareholders’ Meeting (if applicable) VII. Registration form of receiving research, communication and interview in the report period Content discussed and Date Place Way Type Object documents provided From January to The company Shareholder of Progress of reorganization Telephone Personal September 2013 office tradable shares of the Company 12 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 Section IV. Financial Statement I. Financial statement 1. Consolidated Balance Sheet Prepared by SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED In RMB Items Balance at period-end Balance at period-begin Current assets: Monetary funds 41,999,367.54 52,395,360.86 Settlement provisions Capital lent Transaction finance asset Notes receivable 4,758,247.00 1,627,810.00 Accounts receivable 905,162.19 6,002,162.94 Accounts paid in advance 7,859,423.54 829,956.13 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 17,031,659.31 23,467,668.87 Purchase restituted finance asset Inventories 44,911,610.25 17,612,197.85 Non-current asset due within one year Other current assets Total current assets 117,465,469.83 101,935,156.65 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 2,619,840.50 2,619,840.50 13 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 Investment property 20,667,116.29 21,395,176.24 Fixed assets 10,621,884.14 12,970,199.73 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 23,081,556.65 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 56,990,397.58 60,713,919.65 Total assets 174,455,867.41 162,649,076.30 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 147,789,528.81 118,475,773.47 Accounts received in advance 22,591,138.13 13,660,199.55 Selling financial asset of repurchase Commission charge and commission payable Wage payable 3,911,284.58 3,983,845.52 Taxes payable 96,313,535.53 95,980,708.60 Interest payable 230,575,685.75 230,575,685.75 Dividend payable Other accounts payable 431,523,104.85 431,275,594.67 14 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 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 2,344,350.07 2,331,150.07 Total current liabilities 1,744,592,477.23 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 1,910,805,430.15 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 -2,807,024,646.27 -2,780,061,643.62 Balance difference of foreign currency translation Total owner’s equity attributable to -1,736,414,259.06 -1,709,451,256.41 parent company Minority interests 64,696.32 60,572.65 Total owner’s equity(or shareholders’ -1,736,349,562.74 -1,709,390,683.76 equity) Total liabilities and owner’s equity(or 174,455,867.41 162,649,076.30 shareholders’ equity) Legal representative: Luo Guiyou Person in charge of accounting works: Li Hai Person in charge of accounting institution: Sun Longlong 15 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 2. Balance Sheet of parent company Prepared by SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED In RMB Item Balance at period-end Balance at period-begin Current assets: Monetary funds 10,442,713.04 31,432,888.50 Transaction finance asset Notes receivable Accounts receivable 1,214,168.60 1,014,896.60 Accounts paid in advance Interest receivable Dividend receivable Other receivables 50,097,987.53 52,910,895.39 Inventories 9,395,165.92 9,779,439.79 Non-current asset due within one year Other current assets Total current assets 71,150,035.09 95,138,120.28 Non-current assets: Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 2,619,840.50 2,619,840.50 Investment real estate 20,667,116.29 21,395,176.24 Fixed assets 10,397,617.93 12,676,971.13 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 23,081,556.65 23,728,703.18 Expense on Research and Development Goodwill Long-term expenses to be apportioned Deferred income tax asset 16 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 Other non-current asset Total non-current asset 56,766,131.37 60,420,691.05 Total assets 127,916,166.46 155,558,811.33 Current liabilities: Short-term loans 320,902,551.61 320,902,551.61 Transaction financial liabilities Notes payable Accounts payable 124,118,936.31 124,098,936.31 Accounts received in advance 10,664,592.85 10,664,592.85 Wage payable 2,011,504.49 2,151,710.33 Taxes payable 94,921,674.83 94,891,954.20 Interest payable 230,575,685.75 230,575,685.75 Dividend payable Other accounts payable 386,064,930.31 386,975,286.77 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 1,625,328,277.92 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 1,791,541,230.84 1,792,542,072.51 Owner’s equity (or shareholders’ equity): Paid-up 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 General risk reserve 17 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 Retained profit -2,734,235,451.59 -2,707,593,648.39 Balance difference of foreign currency translation Total owner’s equity(or shareholders’ -1,663,625,064.38 -1,636,983,261.18 equity) Total liabilities and owner’s equity(or 127,916,166.46 155,558,811.33 shareholders’ equity) Legal representative: Luo Guiyou Person in charge of accounting works: Li Hai Person in charge of accounting institution: Sun Longlong 3. Consolidated Profit Statement (this report period) Prepared by SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED In RMB Item Amount in this period Amount in last period I. Total operating income 95,324,387.74 85,519,151.89 Including: Operating income 95,324,387.74 85,519,151.89 Interest income Insurance gained Commission charge and commission income II. Total operating cost 92,996,918.14 100,329,061.96 Including: Operating cost 85,512,374.52 77,441,304.68 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 133,526.22 131,857.34 Sales expenses 4,124,047.54 1,501,483.09 Administration expenses 3,314,887.59 4,209,065.75 Financial expenses -87,917.73 17,045,351.10 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 18 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed 2,327,469.60 -14,809,910.07 with “-”) Add: Non-operating income 9,539.58 11,806.76 Less: Non-operating expense 14,901.00 51,882.00 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with 2,322,108.18 -14,849,985.31 “-”) Less: Income tax expense V. Net profit (Net loss is listed with “-”) 2,322,108.18 -14,849,985.31 Including: net profit realized before consolidation by mergered party Net profit attributable to owner’s 2,320,605.55 -14,830,831.64 of parent company Minority shareholders’ gains and 1,502.63 -19,153.67 losses VI. Earnings per share -- -- i. Basic earnings per share 0.0042 -0.0269 ii. Diluted earnings per share 0.0042 -0.0269 VII. Other consolidated income VIII. Total comprehensive income 2,322,108.18 -14,849,985.31 Total consolidated income attributable to owners of parent 2,320,605.55 -14,849,985.31 company Total consolidated income 1,502.63 attributable to minority shareholders Legal representative: Luo Guiyou Person in charge of accounting works: Li Hai Person in charge of accounting institution: Sun Longlong 4. Profit Statement of parent company (this report period) Prepared by SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED In RMB Items Amount in this period Amount in last period I. Operating income 8,226,469.12 7,441,427.86 Less: operating cost 2,904,157.06 2,192,946.36 Operating tax and extras Sales expenses Administration expenses 3,079,917.70 2,151,763.91 Financial expenses -25,848.68 17,078,246.50 Losses of devaluation of asset 19 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 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 2,268,243.04 -13,981,528.91 with “-”) Add: Non-operating income 9,539.58 11,806.76 Less: Non-operating expense 14,901.00 51,882.00 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with 2,262,881.62 -14,021,604.15 “-”) Less: Income tax expense IV. Net profit (Net loss is listed with 2,262,881.62 -14,021,604.15 “-”) V. Earnings per share -- -- i. Basic earnings per share 0.0041 -0.0254 ii. Diluted earnings per share 0.0041 -0.0254 VI. Other consolidated income VII. Total comprehensive income 2,262,881.62 -14,021,604.15 Legal representative: Luo Guiyou Person in charge of accounting works: Li Hai Person in charge of accounting institution: Sun Longlong 5. Consolidated profit statement (year-begin to end of this period) Prepared by SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED In RMB Item Amount in this period Amount in last period I. Total operating income 200,227,908.32 198,705,238.09 Including: Operating income 200,227,908.32 198,705,238.09 Interest income Insurance gained Commission charge and commission income II. Total operating cost 227,222,480.88 246,871,461.58 Including: Operating cost 177,651,548.02 178,651,546.25 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation 20 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 319,465.81 215,423.85 Sales expenses 7,713,416.78 3,960,104.24 Administration expenses 41,824,619.27 13,810,330.69 Financial expenses -286,569.00 50,249,645.42 Losses of devaluation of -15,588.87 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 -26,994,572.56 -48,166,223.49 with “-”) Add: Non-operating income 75,884.58 92,063.99 Less: Non-operating expense 40,191.00 73,882.00 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with -26,958,878.98 -48,148,041.50 “-”) Less: Income tax expense V. Net profit (Net loss is listed with “-”) -26,958,878.98 -48,148,041.50 Including: net profit realized before consolidation by mergered party Net profit attributable to owner’s -26,963,002.65 -48,175,316.71 of parent company Minority shareholders’ gains and 4,123.67 27,275.21 losses VI. Earnings per share -- -- i. Basic earnings per share -0.0489 -0.0874 ii. Diluted earnings per share -0.0489 -0.0874 VII. Other consolidated income VIII. Total comprehensive income -26,958,878.98 -48,148,041.50 Total consolidated income attributable to owners of parent -26,963,002.65 -48,175,316.71 company Total consolidated income 4,123.67 27,275.21 attributable to minority shareholders Legal representative: Luo Guiyou 21 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 Person in charge of accounting works: Li Hai Person in charge of accounting institution: Sun Longlong 6. Profit Statement of parent company (year-begin to end of this period) Prepared by SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED In RMB Items Amount in this period Amount in last period I. Operating income 21,755,989.00 20,027,826.41 Less: operating cost 7,466,759.52 5,687,652.64 Operating tax and extras Sales expenses Administration expenses 41,030,134.36 10,742,399.64 Financial expenses -128,508.10 50,318,617.26 Losses of devaluation of asset -15,588.87 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 -26,612,396.78 -46,705,254.26 with “-”) Add: Non-operating income 10,784.58 82,063.99 Less: Non-operating expense 40,191.00 73,862.00 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with -26,641,803.20 -46,697,052.27 “-”) Less: Income tax expense IV. Net profit (Net loss is listed with -26,641,803.20 -46,697,052.27 “-”) V. Earnings per share -- -- i. Basic earnings per share -0.0483 -0.0847 ii. Diluted earnings per share -0.0483 -0.0847 VI. Other consolidated income VII. Total comprehensive income -26,641,803.20 -46,697,052.27 Legal representative: Luo Guiyou Person in charge of accounting works: Li Hai Person in charge of accounting institution: Sun Longlong 7. Consolidated Cash Flow Statement (year-begin to end of this period) Prepared by SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED In RMB 22 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 114,341,105.96 143,318,698.03 services Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received Other cash received concerning 26,816,469.18 19,126,394.33 operating activities Subtotal of cash inflow arising from 141,157,575.14 162,445,092.36 operating activities Cash paid for purchasing commodities and receiving labor 97,604,331.43 128,287,182.01 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 38,361,775.00 12,637,357.39 Taxes paid 4,092,057.23 6,014,770.63 Other cash paid concerning operating 13,358,975.74 11,248,011.92 activities Subtotal of cash outflow arising from 153,417,139.40 158,187,321.95 operating activities Net cash flows arising from operating -12,259,564.26 4,257,770.41 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 1,868,000.00 assets 23 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing 1,868,000.00 activities Cash paid for purchasing fixed, 4,429.06 124,666.98 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 investing 4,429.06 124,666.98 activities Net cash flows arising from investing 1,863,570.94 -124,666.98 activities III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities Cash paid for settling debts Cash paid for dividend and profit distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing activities Net cash flows arising from financing activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash -10,395,993.32 4,133,103.43 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 41,999,367.54 28,679,704.82 equivalents at the period -end Legal representative: Luo Guiyou Person in charge of accounting works: Li Hai Person in charge of accounting institution: Sun Longlong 8. Cash Flow Statement of parent company (year-begin to end of this period) Prepared by SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED In RMB 24 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 6,015.00 services Write-back of tax received Other cash received concerning 26,051,733.04 12,168,751.85 operating activities Subtotal of cash inflow arising from 26,051,733.04 12,174,766.85 operating activities Cash paid for purchasing commodities and receiving labor service Cash paid to/for staff and workers 34,316,217.77 834,257.90 Taxes paid 2,109,260.10 1,018,358.76 Other cash paid concerning operating 12,452,430.63 10,725,059.48 activities Subtotal of cash outflow arising from 48,877,908.50 12,577,676.14 operating activities Net cash flows arising from operating -22,826,175.46 -402,909.29 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 1,836,000.00 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing 1,836,000.00 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 investing 2,717.95 activities Net cash flows arising from investing 1,836,000.00 -2,717.95 activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities 25 深圳中华自行车(集团)股份有限公司 2013 年第三季度报告全文 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 and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash -20,990,175.46 -405,627.24 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 10,442,713.04 155,655.84 equivalents at the period -end Legal representative: Luo Guiyou Person in charge of accounting works: Li Hai Person in charge of accounting institution: Sun Longlong II. Audit Report Whether the third quarter report was audited or not □Yes √No The 3rd quarter report of the Company has not been audited 26