深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Shenzhen China Bicycle Company (Holdings) Limited
ANNUAL REPORT 2013
April 2014
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Section I. Important Notice, Contents and Paraphrase
Board of Directors, Supervisory Committee, all directors, supervisors and senior
executives of Shenzhen China Bicycle Company (Holdings) Limited (hereinafter
referred to as the Company) hereby confirm that there are no any fictitious statements,
misleading statements, or important omissions carried in this report, and shall take all
responsibilities, individual and/or joint, for the reality, accuracy and completion of
the whole contents.
Except the following director, other directors are attended the Board Meeting for
Quarterly Report deliberation in person.
Name of director not Title of director not
Reasons for absent Trustee
attended in person attended in person
Kong Na Director Due to work Yang Fenbo
The Company has no plan of cash bonus, dividends and capitalizing of reserves
either.
Luo Guiyou, Principal of the Company, Li Hai, person in charger of accounting
works and Sun Longlong, person in charge of accounting organ (accounting principal)
hereby confirm that the Financial Report of 2013 Annual Report is authentic,
accurate and complete.
Concerning the unqualified auditor’s report with explanatory paragraph issued by
Ruihua Certified Public Accountant (LLP) for the financial report 2013 of the
Company, board of the directors and supervisory committee are well-explained for
relevant events, investors are advice to pay attention on reading.
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Contents
Annual Report 2013 .............................................................................................................................
Section I Important Notice, Contents and Paraphrase ....................................................................
Section II Company Profile .................................................................................................................
Section III Accounting data and summary of finnaical indexes ......................................................
Section IV Report of the Board of Directors .....................................................................................
Section V Important Events ................................................................................................................
Section VI Changes in shares and particular about shareholders...................................................
Section VII Particulars about Directors, Supervisors,Senior Executives and Employees ............
Section VIII Corporate Governance ..................................................................................................
Section IX Internal Control ................................................................................................................
Section X Financial Report .................................................................................................................
Section XI Documents available for reference ..................................................................................
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Paraphrase
Items Refers to Contents
Company, The Company, the Group Refers to SHENZHEN CHINA BICYCLE COMPANY(HOLDINGS) LIMITED
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Section II Company profile
I. Company information
*ST ZHONGHUA – A,
Short form of the stock Stock code 000017, 200017
*ST ZHONGHUA – B
Stock exchange for listing Shenzhen Stock Exchange
Name of the Company (in
深圳中华自行车(集团)股份有限公司
Chinese)
Short form of the Company
深中华
(in Chinese)
Foreign name of the
CHINA BICYCLE COMPANY (HOLDINGS) LIMITED
Company(if applicable)
Short form of foreign name of
CBC
the Company(if applicable)
Legal representative Luo Guiyou
Registrations add. No. 3008, Buxin Rd., Shenzhen, Guangdong Province
Code for registrations add 518020
Offices add. Zhonghua Industrial Park, Yousong Industrial Zone, Longhua, Shenzhen
Codes for office add. 518131
Company’s Internet Web Site www.cbc.com.cn
E-mail dmc@szcbc.com
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Sun Longlong Cui Hongxia
Zhonghua Industrial Park, Yousong Zhonghua Industrial Park, Yousong
Contact add.
Industrial Zone, Longhua, Shenzhen Industrial Zone, Longhua, Shenzhen
Tel. 0755-28181666 0755-28181666
Fax. 0755-28181009 0755-28181009
E-mail dmc@szcbc.com dmc@szcbc.com
III. Information disclosure and preparation place
Newspaper appointed for information disclosure Securities Times; Hong Kong Commercial Daily
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Website for annual report publish appointed by
Juchao Website (www.cninfo.com.cn)
CSRC
Secretariat of the Board of CBC, located in Zhonghua Industrial Park, Yousong
Preparation place for annual report
Industrial Zone, Longhua District, Shenzhen
IV. Registration changes of the Company
Registration NO. for
No. of taxation
Date for registration Place for registration enterprise legal Organization code
registration
license
State Revenue Shen
Zi No.:
Shenzhen, QGYSZF Zi No. 440301618830452;
Initial registration 1984-08-24 61883045-2
Guangdong Province 101165 Shen Local Tax
Deng Zi No.:
440303618830452
State Revenue Shen
Zi No.:
Registration at end Shenzhen, 440301618830452;
2012-12-31 440301501122085 61883045-2
of report period Guangdong Province Shen Local Tax
Deng Zi No.:
440303618830452
Changes of main business since listing (if
No changes
applicable)
1. In March 1992, the Stock of the Company was listed in Shenzhen Stock Exchange,
and 23.28% equity of the Company was held by Shenzhen Lionda Holding Co., Ltd.
and Hong Kong Dahuan Bicycle Co., Ltd respectively. 2. In March 2002, legal shares
13.58% A-stock of the Company was obtained by China Huarong Asset Management
Co., Ltd. through court auction, and became the first majority shareholder of the
Company. 3. On 13 November 2006, the 65,098,412 legal shears of CBC held by
Huarong Company was acquired by Shenzhen Guosheng Energy Investment
Development Co., Ltd. via the “Equity Transfer Agreement” signed, and first majority
Previous changes for controlling
of the Company comes to Guosheng Energy. Guosheng Energy is the wholly-owned
shareholders (if applicable)
subsidiary of National Investment, actual controller was Zhang Yanfeng. 4. In January
2011, controlling shareholder of Shenzhen Guosheng Energy Investment Development
Co., Ltd.—Shenzhen National Investment Development Co., Ltd. entered into equity
transfer agreement with Mr. Ji Hanfei, 100% equity of Guosheng Energy was transfer
to Mr. Ji Hanfei with price of 70 million. Shenzhen Guocheng Energy Investment
Development Co., Ltd. Shenzhen Guosheng Energy Investment Development Co., Ltd.
holds 65,098,412 A-stock of the Company with 11.81% in total share capital of the
Company.
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
V. Other relevant information
CPA engaged by the Company
Name of CPA Ruihua Certified Public Accountant (LLP)
Offices add. for CPA 4/F, Tower 2, No.16 XiSihuanZhongLu, Haidian District, Beijing, P.R.C
Signing Accountants Chen Songbo, Ren Weixing
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
√ Applicable □ Not applicable
Name of sponsor Offices add. for sponsor Name of sponsor deputy Continuous supervision period
15F, Tower B, Jiangsu Building,
Zhongshan Securities Co., Ltd. Yitian Rd., Futian District, Cui Lei 2013
Shenzhen, P.R.C
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Section III. Accounting data and summary of financial indexes
I. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes √□ No
Changes over last year
2013 2012 2011
(%)
Operating income (RMB) 271,111,736.07 292,827,026.55 -7.42% 321,043,570.34
Net profit attributable to
shareholders of the listed 1,575,223,894.89 -52,443,234.29 -3,103.67% 39,720,901.46
company(RMB)
Net profit attributable to
shareholders of the listed company
-760,014.40 -55,517,844.94 -98.63% -12,879,894.99
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
-28,210,167.86 -7,026,573.55 301.48% 348,907.64
operating activities(RMB)
Basic earnings per share
2.857 -0.0951 -3,104.21% 0.072
(RMB/Share)
Diluted earnings per share
2.857 -0.0951 -3,104.21% 0.072
(RMB/Share)
Weighted average ROE(%) 0% 0% 0% 0%
Changes over end of
End of 2013 End of 2012 End of 2011
last year (%)
Total assets (RMB) 151,511,429.85 162,649,076.30 -6.85% 135,746,630.93
Net assets attributable to
shareholder of listed company 7,003,335.40 -1,709,451,256.41 -100.41% -1,682,839,667.48
(RMB)
II. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
In RMB
Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
company company
Amount at
Amount in this period Amount in last period Amount at period-end
period-begin
Chinese GAAP 1,575,223,894.89 -52,443,234.29 7,003,335.40 -1,709,451,256.41
Items and amount adjusted by IAS
2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
In RMB
Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed
company company
Amount at
Amount in this period Amount in last period Amount at period-end
period-begin
Chinese GAAP 1,575,223,894.89 -52,443,234.29 7,003,335.40 -1,709,451,256.41
Items and amount adjusted by foreign accounting rules
3. Reasons for the differences of accounting data under accounting rules in and out of China
III. Items and amounts of extraordinary profit (gains)/loss
In RMB
Item Amount in 2013 Amount in 2012 Amount in 2011 Note
Gains/losses from the disposal of
non-current asset (including the write-off 1,611,690,513.84 14,781,833.16
that accrued for impairment of assets)
Gains/losses from debt reorganization 49,295,755.59
Reorganization expenses, such as
expenditure for allocation of employees and -65,565,704.23
integration fee
Other non-operating income and expenditure
27,177.40 3,074,610.65 49,869,741.11
except for the aforementioned items
Other loss/profit qualified definition of
72,934,048.27 4,560,000.00
extraordinary profit and loss
Less: Impact on income tax 92,393,298.62 16,610,777.82
Impact on minority shareholders’ equity
4,582.96
(post-tax)
Total 1,575,983,909.29 3,074,610.65 52,600,796.45 --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
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
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Section IV. Report of the Board of Directors
I. Introduction
The new delisting system of listed company issued by the Stock Exchange in June 2012 confronted CBC with a
serious risk of delisting. In October 2012, Shenzhen China Bicycle Company entered the restructuring procedure. In
October 2013, the restructuring plan of Shenzhen China Bicycle Company was passed and approved, and Shenzhen
Intermediate People’s Court rendered a ruling of the completion of the implementation of the restructuring plan of
Shenzhen China Bicycle Company and the conclusion of its bankruptcy procedure on 27 December 2013, followed
by the resumption of trading of its A share and B share on 31 December of the same year. Despite the tough
domestic and international macroeconomic situation in 2013, the Company has encountered trials and hardships
and made significant achievements while continuously promoting the restructuring. Coupled with a difficult
situation of continuously rising material cost, manufacturing cost and financing cost, the bicycle industry as a
conventional manufacturing field recorded a decline in the market turnover. Due to the low entry threshold and
numerous manufacturers, the competition in the market is extremely fierce and the business environment is bad.
However, with the development of China’s social economy and the change of people’s living concept, the
increased awareness of green commuting, leisure and exercises creates structural development opportunity for
bicycle industry.
Against the above-mentioned special background, the restructuring of the Company has made remarkable
accomplishments and maintained overall steady development in operating business in 2013 in the joint efforts of
the government, court, administrator, shareholders, creditors and the Company, especially by the hard effort of the
Board, management level and all staff. Through increased market development, adjustment of product structure,
and strict control of costs and expenses, the bicycle segment recorded a slight decline in operating revenue as
compared to last year while the overall gross operating profit remained unchanged, achieving a benign business
operation. The steady development of operating business has supported the restructuring of the Company.
II. Main business analysis
1. Introduction
2013 (in ten thousand 2012 (in ten thousand y-o-y changes Reasons for chanegs
Item Yuan) Yuan)
Operation income
27111.17 29282.70 -7.41% Sales declined
Operation cost
24322.56 26306.51 -7.54% Sales declined
Sales expenses
672.34 702.01 -4.23%
Administration expenses
8581.51 2514.44 241.29% Reorganization expenses increased
Financial expenses
-129.94 5113.78 -102.54% Borrowings settlement form
reorganization decreased
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Investment gains
7293.40 - Disposal of subsidiary from
reorganization
Non-operation income
194555.55 321.37 60439% Income from reorganization assets
disposal and debt reorganization
Non-operation expenditure 28449.51 13.91 204425% Accrual liability withdrawal
Net profit
157585.88 -5212.66 Losses 3123% Income from reorganization assets
disposal and debt reorganization
Net profit attributable to
157522.39 -5244.32 Losses 3104% Income from reorganization assets
parent company
disposal and debt reorganization
Net cash flow from operation
-2821.01 -702.66 301.47% Reorganization fee paid
activities
Net cash flow from
165371.92 -12.47 Cash in-flow from reorganization of
investment activities
assets disposal
Net cash flow from financing
-165107.02 3500.00 Cash out-flow from settlement of
activities
reorganization debts
In October 2012, Shenzhen Intermediate People’s Court rendered a ruling of the Company’s restructuring. During
the period of restructuring in 2013, based on the passing of the Company’s draft restructuring plan and the
associated adjustment program of investors’ interests on the creditors meeting and investors meeting, Shenzhen
Intermediate People’s Court ruled to approve the Company’s restructuring plan. With disposal of assets and
liquidation of debts in the course of restructuring, substantial amount of proceeds arose from such disposal and
liquidation.
Review and summarization on the progress of development strategy and operation plan disclosed in previous period during the
reporting period
Nil
Reasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year disclosed
□ Applicable √ Not applicable
2. Revenue
Explanation
Industries Item 2013 2012 Increase/decrease y-o-y
(%)
Sales volume 33.96 36.58 -7.16
Production volume 33.46 37.16 -9.96
Stock volume 0.60 2.68 -77.61
Whether income from physical sales larger than income from labors or not
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
□Yes √No
Material orders in hands
□ Applicable √ Not applicable
Material changes or adjustment for products or services of the Company in reporting period
□ Applicable √ Not applicable
Major sales of the Company
Total top five clients in sales (RMB) 205,810,690.34
Proportion in total annual sales volume for top five clients
75.91%
(%)
Information of top five clients of the Company
√ Applicable □ Not applicable
Serial Name Sales (RMB) Proportion in total annual sales (%)
1 Client 1 86,501,222.99 31.91%
2 Client 2 51,154,386.11 18.87%
3 Client 3 42,570,605.62 15.7%
4 Client 4 15,603,168.74 5.76%
5 Client 5 9,981,306.88 3.68%
Total -- 205,810,690.34 75.91%
3. Cost
Industry classification
In RMB
2013 2012
Industry Y-o-y changes
Item Ratio in operation Ratio in operation
classification Amount Amount (%)
cost (%) cost (%)
Bicycles
manufacture and
sales of 231,878,075.06 98.84% 251,645,509.84 98.01% 0.84%
accessories and
fittings
Lease
2,712,219.43 1.16% 5,122,133.15 1.99% -0.84%
Management
Product classification
In RMB
2013 2012
Product Y-o-y changes
Item Ratio in operation Ratio in operation
classification Amount Amount (%)
cost (%) cost (%)
OEM EV 173,522,086.39 73.97% 199,445,532.80 77.68% -3.71%
OEM bicycle 57,050,201.15 24.32% 49,016,414.60 19.09% 5.23%
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
CBC bicycle 25,279.96 0.01% 157,125.83 0.06% -0.05%
Other 1,280,507.56 0.55% 3,026,436.61 1.18% -0.63%
Lease
2,712,219.43 1.16% 5,122,133.15 1.99% -0.84%
Management
Notes
Nil
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 235,941,329.90
Proportion in total annual purchase amount for top five
272,995,044.74%
suppliers (%)
Information of top five suppliers of the Company
√ Applicable □ Not applicable
Proportion in total annual sum of purchase
Serial Name Sum of purchase (RMB)
(%)
1 Supplier 1 103,696,977.60 37.98%
2 Supplier 2 74,086,668.60 27.14%
3 Supplier 3 26,025,366.00 9.53%
4 Supplier 4 16,428,482.70 6.02%
5 Supplier 5 15,703,835.00 5.75%
Total -- 235,941,329.90 86.43%
4. Expenses
Administration expenses increased 241.29% y-o-y during the reporting period, mainly becasue reorganization
expenses increased;
Financial expenses decreased 102.54% y-o-y during the reporting period, mainly becasue borrowings settlement
form reorganization decreased;
Income tax expenses amounting to RMB 93 million in the reporting period, mainly becasue income tax expenses
arising from profit increased due to the disposal of reorganization and assets
5. Cash flow
In RMB
Item 2013 2012 Y-o-y changes (%)
Subtotal of cash in-flow from
184,060,170.56 209,862,967.20 -12.3%
operation activity
Subtotal of cash out-flow from
212,270,338.42 216,889,540.75 -2.13%
operation activity
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Net cash flow from operation
-28,210,167.86 -7,026,573.55 301.47%
activity
Subtotal of cash in-flow from
1,660,347,221.12 100%
investment activity
Subtotal of cash out-flow from
6,628,008.22 124,666.98 5,216.57%
investment activity
Net cash flow from investment
1,653,719,212.90 -124,666.98 1,326,609.4%
activity
Subtotal of cash in-flow from
5,390,399.73 35,000,000.00 -84.6%
financing activity
Subtotal of cash out-flow from
1,656,460,634.04 100%
financing activity
Net cash flow from financing
-1,651,070,234.31 35,000,000.00 -4,817.34%
activity
Net increased amount of cash
-25,561,189.27 27,848,759.47 -191.79%
and cash equivalent
Reasons for y-o-y relevant data with over 30% changes
√ Applicable □ Not applicable
Major changes in net cash flow from operation activity mainly because reorganization expenses paid during reorganization phase;
Major changes in net cash flow from investment activity mainly due to the cash receivedfrom reorganization assets disposal;
Major changes in net cash flow from financing activity mainly due to the cash paid for discharge of claims in reorganization.
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
√ Applicable □ Not applicable
In the reporting period, cash flow from operation activity of the Company shows major differences with the net profit for the Year,
mainly because major non-operation revenue arising from the reorganization and assets disposal in the Period, which is the net profit
resouce, meanwhile, as for the cash in-flow from assets disposal, reckoned into cash flow of investment activity without included in
the cash flow of operation activity, than significant differences resulted.
III. Composition of main business
In RMB
Increase/decrease
Increase/decrease Increase/decrease
Operating Gross profit ratio of operating
Operating cost of operating cost of gross profit
revenue (%) revenue y-o-y
y-o-y (%) ratio y-o-y (%)
(%)
According to industries
Bicycles
manufacture and 244,489,081.79 231,878,075.06 5.16% -7.99% -7.86% -0.14%
sales of
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
accessories and
fittings
Lease
2,768,340.14 2,712,219.43 2.03% 15.42% -47.05% 115.58%
Management
According to products
OEM EV 185,317,419.20 173,522,086.39 6.36% -11.96% -13% 1.11%
OEM bicycle 58,193,514.66 57,050,201.15 1.96% 12.22% 16.39% -3.51%
CBC bicycle 60,784.64 25,279.96 58.41% -55.77% -83.91% 72.75%
Other 917,363.29 1,280,507.56 -39.59% -71.58% -57.69% -45.81%
Lease
2,768,340.14 2,712,219.43 2.03% 15.42% -47.05% 115.58%
Management
According to region
Domestic 271,111,736.07 243,225,629.45 10.29% -7.42% -7.54% 0.12%
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on
latest one year’s scope of period-end
□ Applicable √ Not applicable
IV. Assets and liability analysis
1. Major changes of assets
In RMB
End of 2013 End of 2012 Ratio
Ratio in total Ratio in total changes Notes of major changes
Amount Amount
assets (%) assets (%) (%)
Discharge of claims in reorganization
Monetary fund 26,834,171.59 17.71% 52,395,360.86 32.21% -14.5%
and reorganization fee paid
Account
7,060,251.28 4.66% 6,002,162.94 3.69% 0.97% No significant change
receivable
Inventory from subsidiary EMMELLE
Inventory 4,545,116.43 3% 17,612,197.85 10.83% -7.83%
declined
Investment real Assets disposal from reorganization
0% 21,395,176.24 13.15% -13.15%
estate decreased
Long-term equity Assets disposal from reorganization
0% 2,619,840.50 1.61% -1.61%
investment decreased
Assets disposal from reorganization
Fix assets 227,824.37 0.15% 12,970,199.73 7.97% -7.82%
decreased
Construction in
0% 0% 0% Without occurrence
progress
Note receivable 0.00 0% 1,627,810.00 1% -1% Closing note receivable from Emmelle
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
decreased, subsidiary of the Company
Closing prepayment from Emmelle
Prepayment 177,636.49 0.12% 829,956.13 0.51% -0.39%
decreased, subsidiary of the Company
107,395,429.6 Receivable from administrator
Other receivables 70.88% 23,467,668.87 14.43% 56.45%
9 increased
Assets disposal from reorganization
Intangible assets 5,271,000.00 3.48% 23,728,703.18 14.59% -11.11%
decreased
2. Major changes of liability
In RMB
2013 2012 Ratio
Ratio in total Ratio in total changes Notes of major changes
Amount Amount
assets (%) assets (%) (%)
Debts settlement from reorganization
Short-term loans 0% 355,796,107.93 218.75% -218.75%
decreased
Long-term loans 0% 0% 0% Without occurrence
Debts settlement from reorganization
Account payables 9,935,720.73 6.56% 118,475,773.47 72.84% -66.28%
decreased
Account received Debts settlement from reorganization
3,627,323.31 2.39% 13,660,199.55 8.4% -6%
in advance decreased
Debts settlement from reorganization
Wages payable 1,516,624.17 1% 3,983,845.52 2.45% -1.45%
decreased
Debts settlement from reorganization
Interest payable 0.00 0% 230,575,685.75 141.76% -141.76%
decreased
Debts settlement from reorganization
Other payables 34,954,734.89 23.07% 431,275,594.67 265.16% -242.09%
decreased
Non-current
Debts settlement from reorganization
liability due 0.00 0% 453,747,741.58 278.97% -278.97%
decreased
within one year
Other current Debts settlement from reorganization
0.00 0% 2,331,150.07 1.43% -1.43%
liability decreased
Debts settlement from reorganization
Accrual liability 0.00 0% 166,212,952.92 102.19% -102.19%
decreased
3. Assets and liabilities measured by fair value
In RMB
Amount at the Changes of fair Accumulative Devaluation of Amount of
Amount of sale Amount in the
Items beginning value changes of fair withdrawing in purchase in the
in the period end of period
period gains/losses in value reckoned the period period
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深圳中华自行车(集团)股份有限公司 2013 年度报告全文
this period into equity
Financial assets
1.Financial
assets
measured by
fair value, and
its changes are
reckoned in 0.00 0.00 0.00 0.00 0.00 0.00 0.00
current
gains/losses(no
t including
derivative
financial asset)
2.Derivative
0.00 0.00 0.00 0.00 0.00 0.00 0.00
financial asset
3.Financial
assets available 0.00 0.00 0.00 0.00 0.00 0.00 0.00
for sales
Subtotal of
0.00 0.00 0.00 0.00 0.00 0.00 0.00
financial assets
Investment
0.00 0.00 0.00 0.00 0.00
property
Productive
biological 0.00 0.00 0.00 0.00 0.00
assets
Others 0.00 0.00 0.00 0.00 0.00 0.00
Aforementione
0.00 0.00 0.00 0.00 0.00 0.00 0.00
d total
Financial
0.00 0.00 0.00 0.00 0.00 0.00 0.00
liabilities
Whether the attribute of the company’s major assets measurement has a lot changes in the reporting
□ Yes √ No
V. Analysis of core competence
Despite the fierce market competition in the bicycle industry as a conventional industry, the increased awareness of
green commuting, leisure and exercises as a result of the development of China’s social economy and the change of
people’s living concept creates structural development opportunity for the bicycle industry. The Company will
continue to do better in various aspects of operation such as market development, product development and quality
management so as to maintain and improve the Company’s ability to continue as a going concern before the
restructuring. On the other side, the Company has set out the condition of introduction of investors in the
18
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
restructuring plan with expectation to restore its ability to continue as a going concern and its continuous
profitability through the restructuring of assets.
VI. Investment analysis
1. The Company has no foreign investment and raised fund in reporting period
2. Main subsidiaries and stock-jointly companies
Particular about main subsidiaries and stock-jointly companies
In RMB
Main
Company Register Operating Operating
Type Industries products or Total assets Net Assets Net profit
name capital revenue profit
service
Shenzhen
Sales of
Emmelle 37,764,826. 2,318,125.9 246,343,829 2,707,701.7 2,116,217.1
Subsidiary Bicycle bicycles and 2000000
Industry 59 3 .03 0 1
accessories
Co., Ltd.
Notes of main subsidiaries and stock-jointly companies
Particular about subsidiaries obtained or disposed in report period
□ Applicable √ Not applicable
VII. Prediction of business performance from January –March 2014
Estimation on 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 on reason
□ Applicable √ Not applicable
VIII. Special purpose vehicle controlled by the Company
Nil
IX. Prospects on future development
1. Development trend of the industry the Company operates in and market competition pattern it deals with:
The Company has been engaging in the electric bicycle business since 2002. After going through the rapid
development in the past few years, the electric bicycle industry has witnessed obvious stagnation since 2007. The
short supply of batteries as the main component of electrical machine caused by the enhanced management of rare
earth industry and battery industry in 2011 has constrained, to some extent, the manufacturing of electric bicycle
industry. The new standard of electric bicycle industry and the uncertainty of its launch time have also caused a
negative impact on the selling of electric bicycles. Meanwhile, the electric bicycle industry as a conventional
19
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
manufacturing field is expected to remain in a hard situation with rising material cost, manufacturing cost and
financing cost. Due to the low entry threshold and numerous manufacturers, the market competition is extremely
fierce. However, with the development of China’s social economy and the change of people’s living concept, the
increased awareness of green commuting, leisure and exercises creates structural development opportunity for
bicycle industry.
2. Future development opportunity and new yearly business plan of the Company:
The fierce market competition creates structural development opportunity for the industry. At the end of 2013, the
Company completed the implementation of its restructuring plan and concluded its bankruptcy procedure, thereby
improving the legal environment its business faces with. The business plan of the Company for 2014 is:
(1) to continuously promote restructuring while in active cooperation with shareholders and the Board.
(2) to further promote the construction of internal control system and improve the operating efficiency and results.
(3) to reform and perfect the internal operating mechanism.
(4) to follow closey the top-tier clients and focus on the exploration of second-tier clients to actively promote the
downward stretch of the construction of its distribution network terminals.
(5) to continuously promote the regional market operation in associated market.
(6) to further explore new market and support new client business.
(7) to adopt multi-mode operation and explore new operating mode as the strategy of promoting medium-to-high
end bicycles.
(8) to put more efforts on the publicity and promotion of products.
(9) to enhance the development of medium-to-high end bikes, folding bikes and lithium batteries electric bikes,
and enhance the development and promotion of medium-to-high end auxiliary parts.
(10) to strictly implement the entry and exit mechanism of OEM factories and suppliers and perform strict quality
management and control, and carry out staff supplement and training as planned.
(11) to enhance team building and integrate human resources to motivate the staff.
3. Risk factors adverse to the Company’s development:
The tough international economic situation has a deep impact on the domestic consumption market where
significant amount of export-oriented manufacturing enterprises has shifted. The bicycle and electric bicycle
market is facing a complex environment that price war is a major competition means. Since the domestic economy
is at the structural adjustment stage, coupled with a difficult situation of continuously rising material cost,
manufacturing cost and financing cost, the bicycle industry as a conventional manufacturing field recorded a
decline in the market turnover. Due to the low entry threshold and numerous manufacturers, the competition in the
market is extremely fierce.
To solve the above problems, the Company will on one hand strive to expand the main business while ensuring its
sustainable and stable development, especially the manufacturing and selling of electric bicycles and
medium-to-high end bicycles, and will on the other hand actively promote the restructuring.
X. Explanation on “Modified Auditor’s Report” from the Board and Supervisory Committee
On 11th, May 2012, the largest shareholder and biggest creditor of the Company, Shenzhen Guosheng Energy
20
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
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. On 5 November 2013, the Shenzhen Intermediate People’s Court (2012) Shen Zhong Fa Po
Zi No. 30-6 Civil Ruling Paper judged that approved the reorganization plan of the Company. On 27 December
2013, the Civil Ruling Paper Shenzhen Intermediate People’s Court (2012) Shen Zhong Fa Po Zi No. 30-10 ruled
that the reorganization plan of CBC was completed and bankruptcy procedures of CBC closed down.
The Company has solved the debt problem by reforming, realized the net assets with positive value, the main
business of bicycle is able to be maintained and realizes the stable development. The Company has set up the
conditions for introducing the recombination party in the reforming plan, and expects to restore the abilities of
sustainable operation and sustained profitability by reorganization. The conditions of introducing the
recombination party includes: the assessed value of net assets should be no less than 2 billion Yuan, the net assets
in the same year for implementing the major reorganization should be no less than 200 million Yuan. The
Company doesn’t have the recombination party at the moment. The Company will continue to carry out vary
related works actively and promote the reorganization work with all efforts.
XI. Explanation on changes in aspect of accounting policy, accounting estimation and
calculation method, compare with last year’s financial report
On 27 December 2013, the Civil Ruling Paper (2012) Shen Zhong Fa Po Zi No. 30-10, issued from Shenzhen
Intermediate People’s Court judging that reorganization plan of the Company was completed and closed the
bankruptcy procedures for the Company. According to the regulations of reorganization plan, the equity of
Shenzhen Anjule Property Management Co., Ltd., China Bicycle (International) Co., Ltd. and China Bicycle
(Hong Kong) Co., Ltd. owned by the Company are considered as the non-major assets in bankruptcy
reorganization, and will dispose by the administrator pursuant to the law and distribute to creditors. In the
reporting period, the above mentioned three subsidiaries are no longer included in consolidation scope.
XII. Explanation on major accounting error correction that needs retroactive re-statement in
reporting period
Nil
21
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
XIII. Explanation on changes of consolidation range, compare with last year’s financial report
On 27 December 2013, the Civil Ruling Paper (2012) Shen Zhong Fa Po Zi No. 30-10, issued from Shenzhen
Intermediate People’s Court judging that reorganization plan of the Company was completed and closed the
bankruptcy procedures for the Company. According to the regulations of reorganization plan, the equity of
Shenzhen Anjule Property Management Co., Ltd., China Bicycle (International) Co., Ltd. and China Bicycle
(Hong Kong) Co., Ltd. owned by the Company are considered as the non-major assets in bankruptcy
reorganization, and will dispose by the administrator pursuant to the law and distribute to creditors. In the
reporting period, the above mentioned three subsidiaries are no longer included in consolidation scope.
XIV. Profit and dividend distribution
Establishment, implementation or adjustment of profit distribution policy especially the cash dividend policy during the reporting
period
□ Applicable √ Not applicable
The profit distribution plan and capitalization of capital reserve plan of the Company for the last three years (reporting period
included)
Nil
Cash dividend in latest three years
In RMB
Net profit attributable to Ratio in net profit attributable to
Amount for cash bonus (tax shareholders of listed company shareholders of listed company
Year for bonus shares
included) in consolidation statement for contained in consolidation
bonus year statement (%)
2013 0.00 1,575,223,894.89 0%
2012 0.00 -52,443,234.29 0%
2011 0.00 39,720,901.46 0%
The Company gains profits in reporting period and the retained profit of parent company is positive but no plan of cash dividend
proposed
□ Applicable √ Not applicable
XV. Plan of profit distribution and capital reserve capitalizing in the reporting
There is no plan of profit distribution or capital reserve capitalizing in the reporting.
XVI. Social responsibility
Not applicable.
1. The listed company and subsidiaries is in the range of heavy pollution industry that regulated by State environment protection
departments
22
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
□Yes √ No □Not applicable
2. The listed company and subsidiaries owes other major social safety issues
□Yes √ No □Not applicable
Problems and rectification
3. Administrative penalty occurred in reporting period
□Yes √ No □Not applicable
XVII. In the report period, reception of research, communication and interview
Contents discussed and material
Time Place Way Type Reception
provided
Office of the Telephone Circulation Progress of reorganization and
2013 Individual
Company communication shareholder reforming
23
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Section V. Important Events
I. Significant lawsuits and arbitrations of the Company
√ Applicable □ Not applicable
General Amount progress of
information of involved (10 Accrual liability lawsuits Trial results and Execution of Disclosure Disclosure
lawsuits thousand resulted (Y/N) (arbitrations influence judgment date index
(arbitrations) Yuan) )
Securities
Times, Hong
Bankruptcy Kong
reorganization of N Closed Closed Completed 2013-12-27 Commercial
the Company Daily and
Juchao
Website
II. Question from media
□ Applicable √ Not applicable
No universal questioned by media in reporting period
III. Non-operational fund occupation from controlling shareholders and its related party
In 10 thousand Yuan
New Total Payment
Shareholder Payment Payment
Hold-up Opening amount amount pay Closing time
s or related Cause way amount
time amount occupied in back in amount predicted
party predicted predicted
Period Period (Month)
Total 0 0 0 0 -- 0 --
Ratio of total amount at Period-end in
0%
latest audited net assets (%)
IV. Bankruptcy reorganization
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 12 October
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. Then Shenzhen Municipal
24
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
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. In July 2013, the Company filed the draft restructuring plan to Shenzhen Intermediate
People’s Court and the creditors meeting, and put forward the associated adjustment program of investors’ interests
to the investors meeting. After the creditors meeting and investors meeting voted through the draft restructuring plan
and the associated adjustment program of investors’ interests, Shenzhen Intermediate People’s Court ruled on 5
November 2013 to approve the Company’s restructuring plan, and the Company entered the implementation stage
of the restructuring plan. Based on the disposal of assets, transfer of shares and liquidation of debts, Shenzhen
Intermediate People’s Court ruled according to law on 27 December 2013 that the implementation of the
restructuring plan had been completed and its bankruptcy procedure had been concluded. The administator was
retained to take care of the unfinished matters in restructuring.
V. Transaction in assets
No assets acquisition/sales and enterprise combined in reporting period
VI. Implementation and its influence of equity incentive
The Company has no equity incentive in reporting period
VII. Material related transaction
1.The Company had no related transaction with daily operation concerned, related transaction arising from assets acquisition and sold,
material related transaction of jointly foreign investment, and has no non-operational contact of related liability and debts in the
reporting period.
2. Other material related transaction
On 23 December 2013, in line with the cash donation agreement signed between the Company and Shenzhen Guocheng Energy
Investment Development Co., Ltd. (Guocheng Energy), Guocheng Energy voluntary donates RMB 5.3904 million to the Company
for discharge creditors with equal assets of 70 percent equity of EMMELLE Company held by the Company, seven trademarks
owned by CBC and office electronic equipment of routine operations replaced.
Disclosure information for material related transaction temporary disclosed
Temporary notice Dated disclosed Website for disclosure
Risk Warning Notice and Execution Progress
2013-12-27 Juchao Website
of Reorganization Plan
VIII. Significant contracts and its implementation
1. There is no entrust, contract or leasing in the reporting period
2. There is no particular about the external guarantee in the reporting period
25
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
IX. Implementation of commitments
Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting
period or occurring in the previous period but extending to reporting period
Commitment Dated for Commitment
Commitments Contents Implementation
party commitment term
The original non-circulated shares are not
Shenzhen available for trading or transfer in 12 months
since Reform implemented; after the aforesaid
Guosheng
Share Merger period expired, original shareholders with over Obey the
Energy 5% of non-circulated shares held can list the 2006-12-29
Reform share on Shenzhen Stock Exchange; the commitments
Development
proportion of sold shares should be over 5%
Co., Ltd within 12 months and no more 10% deal in 24
months.
Commitments in
report of acquisition
or equity change
Commitments in
assets
reorganization
Commitments in
initial public
offering or
refinancing
other commitments
to minority
shareholders of the
Company
Completed on time
Yes
or not
Detail reasons for
un-complement and
-
further plan (if
applicable )
X. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm Ruihua Certified Public Accountant (LLP)
Remuneration for domestic accounting firm (in 10
50
thousand Yuan)
Continuous life of auditing service for foreign 2
26
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
accounting firm
Name of domestic CPA Chen Songbo, Ren Weixing
Whether re-appointed accounting firms in this period or not
□ Yes √ No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
□ Applicable √ Not applicable
XI. Explanation from Supervisory Committee and Independent Directors (if applicable) for
“Qualified Opinion” from the CPA
Financial report 2013 of the Company was audited by Ruihua Certified Public Accountant (LLP) with unqualified auditor’s report
with explanatory paragraph issued. In line with regulation of “Rules of Shenzhen Stock Exchange for the Listing of Stocks”, board of
directors makes specify explanation on the events involved in the audit report. Independent directors agree the specific explanation
on the events involved in the audit report from the Board.
XII. Penalty and rectification
In reporting period, directors, supervisors and senior executives did not received punishments from the supervision
department. Directors, supervisors, senior executives and shareholders (with 50 percent shares held) are not suspected of
being involved in trading stock of the Company against the regulation.
XIII. Other material events
On 11 May 2012, the largest shareholder and biggest creditor of the Company, Shenzhen Guocheng Energy
Investment 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 Guocheng 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 enter bankrptcy reorganziation, in line with relevnat regulation of “Enterprise
Bankruptcy Law of the People’s Republic of China”, administrator initiate registartion of claim filling and
examination exercise. On 11 December 2012, the first meeting of creditors of reorganization case was held under
the host of Shenzhen Intermediate People’s Court. As required by law, the Company has formulated the draft
restructuring plan and filed it to Shenzhen Intermediate People’s Court and the creditors meeting within the legal
time limit. On 31 July 2013, the Company received from the court the ruling on the confirmation of creditor’s
right and made a public announcement. Afterwards, the second creditors meeting and investors meeting regarding
the restructuring of Shenzhen China Bicycle Company were convened at the No. 1 tribunal of Shenzhen
Intermediate People’s Court in the morning and afternoon on 22 August 2013, respectively, on which the draft
restructuring plan of Shenzhen China Bicycle Company and the associated adjustment program of investors’
interests have been considered and voted, where the network voting was also available for investors meeting. Since
27
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
some creditors were not authorized to vote on the creditors meeting at the time when they attended the meeting,
upon approval, the voting time limit of ordinary creditors was stretched to 3 pm sharp on 10 September 2013. The
tax debt group voted through the draft restructuring plan, but the ordinary debt group voted otherwise, and the
investors meeting voted through the draft restructuring plan-associated adjustment program of investors’ interests.
To fully safeguard the interests of creditors, pursuant to the relevant regulations of the Enterprise Bankruptcy Law,
the ordinary debt group voted a second time on the draft restructuring plan and the cut-off time was 3 pm sharp on
15 October 2013. Upon voting, the ordinary debt group passed the draft restructuring plan. In view of the passing
of the draft restructuring plan by the ordinary debt group and tax debt group and the passing of the adjustment
program of investors’ interests by investors group, the Company filed a timely application according to law to
Shenzhen Intermediate People’s Court to rule the approval of the restructuring plan. Also, the administrator of the
Company initiated the disposal of assets according to the division of responsibilities approved by the court so as to
accelerate the progress of the disposal of assets and the subsequent liquidation of debts involved in the
restructuring. On 16 October 2013, the land use right with an area of 127, 000 sq.m. and buildings and structures
thereon located at Zhonghua Industrial Park, Longhua of Shenzhen owned by the Company, which was put up for
auction by Shenzhen Land & Real Estate Exchange Center, was successfully bid by Shenzhen Municipal Land
Reserve Center at hammer price of RMB1.607 billion.
A judge of the Civil Ruling Paper (2012) Shen Zhong Fa Po Zi No.30-6 issued by Shenzhen Shenzhen
Intermediate People’s Court on 5 November 2013 was: I. approved the “Reorganization Plan of Shenzhen China
Bicycle Company (Holdings) Limited”; II. Terminated the reorganization procedures of Shenzhen China Bicycle
Company (Holdings) Limited.
As at 25 December 2013, the Company and the administrator have completed the transfer and assignment of shares.
According to the Civil Ruling issued by Shenzhen Intermediate People’s Court ((2012) Shen Zhong Fa Po Zi No.
30-10) on 27 December 2013, it is ruled that the implementation of the Company’s restructuring plan has been
confirmed to be completed and its bankruptcy procedure has been concluded. As stipulated by Rule 13.2.7 of Rules
Governing the Listing of Stocks (Revision in 2012), upon application of the Company, Shenzhen Stock Exchange
has approved the resumption of trading of its shares upon the opening in the morning of 31 December 2013.
XIV. Important events of subsidiary
On 27 December 2013, the Civil Ruling Paper (2012) Shen Zhong Fa Po Zi No. 30-10, issued from Shenzhen
Intermediate People’s Court judging that reorganization plan of the Company was completed and closed the
bankruptcy procedures for the Company. According to the regulations of reorganization plan, the equity of
Shenzhen Anjule Property Management Co., Ltd., China Bicycle (International) Co., Ltd. and China Bicycle
(Hong Kong) Co., Ltd. owned by the Company are considered as the non-major assets in bankruptcy
reorganization, and will dispose by the administrator pursuant to the law and distribute to creditors. In the
reporting period, the above mentioned three subsidiaries are no longer included in consolidation scope.
28
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in Shares
In share
Before the Change Increase/Decrease in the Change (+, -) After the Change
Capitalizat
New
Proportion Bonus ion of Proportio
Amount shares Others Subtotal Amount
(%) shares public n (%)
issued
reserve
37,542,58 -37,531,22 -37,531,22
I. Restricted shares 6.81% 11,362 0%
7 5 5
1. State-owned shares 0 0% 0 0 0 0%
2. State-owned legal
0 0% 0 0 0 0%
person’s shares
37,542,58 -37,531,22 -37,531,22
3. Other domestic shares 6.81% 11,362 0%
7 5 5
Including: Domestic legal 37,531,01 -37,531,01 -37,531,01
6.81% 0 0%
person’s shares 5 5 5
Domestic natural person’s
11,572 0% -210 -210 11,362 0%
shares
4. Foreign shares 0 0% 0 0 0 0%
Including: Foreign legal
0 0% 0 0 0 0%
person’s shares
Foreign natural person’s
0 0% 0 0 0 0%
shares
513,805,3 37,531,22 37,531,22 551,336,5
II. Unrestricted shares 93.19% 100%
60 5 5 85
265,445,0 37,531,01 37,531,01 302,976,0
1. RMB Ordinary shares 43.14% 54.95%
03 5 5 18
2. Domestically listed 248,360,3 248,360,3
45.05% 210 210 45.05%
foreign shares 57 57
3. Overseas listed foreign
0 0% 0 0 0 0%
shares
4. Others 0 0% 0 0 0 0%
551,347,9 551,347,9
III. Total shares 100% 0 0 100%
47 47
II. Security offering and listing
1. There is no security offering in latest three years ended reporting period
29
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
2. Explanation on changes of total shares, shareholders structure and assets & liability structures
There is no change in total shares or shareholders structure in the reporting period.
3. Current shares held by internal staffs
There is no share held by internal staffs in the reporting period.
III. Particulars about shareholder and actual controller of the Company
1. Amount of shareholders of the Company and particulars about shares holding
In share
Total shareholders ended as the 5th trading day
Total shareholders at period-end 34,993 33,177
before annual report disclosed
Shares held above 5% by shareholders or top ten shareholders
Total Number of share pledged/frozen
sharehold Amount Amount of
Changes
Proportion ers at of restrict un-restrict
Full name of Nature of
of shares in report
Shareholders shareholder shares shares
held (%) the end of State of share Amount
period
report held held
period
Shenzhen
Guocheng Energy Domestic
63,508,74 65,098,41
Investment non-State-owned 11.52% 1589665 0 0
7 2
Development legal person
Co., Ltd.
Zhuorun
Foreign legal 39,693,82 39,693,82
Technology Co., 7.2% 4410424 0 0
person 2 2
Ltd.
Domestic nature
Zeng Ying 1.15% 6,342,717 551540 0 6,342,717
person
Shenzhen
Kangsheng Domestic
Investment non-State-owned 0.99% 5,494,700 477800 0 5,494,700 0
Development legal person
Co., Ltd.
Specific account
of property
Domestic
disposition for
non-State-owned 0.97% 5,326,807 5,326,807 0 5,326,807 0
bankruptcy
legal person
enterprise of
CBC
Jingchao
Foreign legal
Investment Co., 0.83% 4,601,789 400155 4,601,789
person
Ltd.
30
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Specific account
of property
Domestic
disposition for
non-State-owned 0.77% 4,230,337 4,230,337 0 4,230,337 0
bankruptcy
legal person
enterprise of
CBC
Domestic nature
Li Huili 0.71% 3,891,124 3891124 0 3,891,124 0
person
Domestic nature
Xu Hongbo 0.44% 2,451,919 2,451,919 0 2,451,919 0
person
Domestic nature
Li Gaofeng 0.38% 2,109,782 183459 0 2,109,782 0
person
Strategy investors or general
corporate comes to top 10
N/A
shareholders by rights issued (if
applicable) (see note 3)
Li Huili, the spouse of actual controller Ji Hanfei, holding B-share of the Company on behalf
Explanation on associated of Shenzhen Guocheng Energy Investment Development Co., Ltd., beyond that, the Company
relationship among the aforesaid has no idea of whether other circulated shareholders belong to concerted action persons ruled
shareholders in the Administration Norms for Information Disclosure of Change on Shareholding of
Shareholders of Listed Companies.
Particular about top ten shareholders with un-restrict shares held
Type of shares
Shareholders’ name Amount of un-restricted shares held at period-end
Type Amount
Shenzhen Guocheng Energy RMB common
63,508,747 63,508,747
Investment Development Co., Ltd. shares
RMB common
Zhuorun Technology Co., Ltd. 39,693,822 39,693,822
shares
Domestically
Zeng Ying 6,342,717 listed foreign 6,342,717
shares
Shenzhen Kangsheng Investment RMB common
5,494,700 5,494,700
Development Co., Ltd. shares
Specific account of property
RMB common
disposition for bankruptcy enterprise 5,326,807 5,326,807
shares
of CBC
RMB common
Jingchao Investment Co., Ltd. 4,601,789 4,601,789
shares
Specific account of property Domestically
4,230,337 4,230,337
disposition for bankruptcy enterprise listed foreign
31
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
of CBC shares
Domestically
Li Huili 3,891,124 listed foreign 3,891,124
shares
Domestically
Xu Hongbo 2,451,919 listed foreign 2,451,919
shares
Domestically
Li Gaofeng 2,109,782 listed foreign 2,109,782
shares
Expiation on associated relationship Li Huili, the spouse of actual controller Ji Hanfei, holding B-share of the Company on behalf
or consistent actors within the top 10 of Shenzhen Guocheng Energy Investment Development Co., Ltd., beyond that, the Company
un-restrict shareholders and between has no idea of whether other circulated shareholders belong to concerted action persons ruled
top 10 un-restrict shareholders and in the Administration Norms for Information Disclosure of Change on Shareholding of
top 10 shareholders Shareholders of Listed Companies.
Whether has a buy-back agreement dealing in reporting period
□Yes √No
2. Controlling shareholder of the Company
Corporation
Legal
Date
Controlling shareholder rep./person in Organization code Register capital Main business
established
charge of unit
Industry development,
domestic commerce,
Shenzhen Guocheng Energy
2005-04-2 materials supply and
Investment Development Ji Hanfei 440301105151303 RMB 70,000,000
6 sale (excluding
Co., Ltd.
specially run, controlled
and sold merchandises)
Operation result, financial
status, cash flow and future N/A
development strategy
Equity of other
domestic/foreign listed
company with share
controlling and share N/A
participation by controlling
shareholder in reporting
period
Changes of controlling shareholder in reporting period
32
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
□ Applicable √Not applicable
3. Actual controller of the Company
Nature person
Whether obtained right of residence of other countries
Actual controller Nationality
or regions or not
Ji Hanfei P.R.C No
Profession and title in latest five years Legal person of Shenzhen Guocheng Energy Investment Development Co., Ltd.
Listed company in and out of China
N/A
controlled in past decades
Changes of actual controllers reporting period
□ Applicable √ Not applicable
Property right and controlling relationship between the actual controller and the Company is as follow:
Ji Hanfei
100%
Shenzhen Guocheng Energy Investment Development Co.,
11.52%
Shenzhen China Bicycle Company (Holding) Limited
Actual controller controlling the Company by means of entrust or other assets management
□ Applicable √Not applicable
33
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Section VII. Particulars about Directors, Supervisors and Senior
Executives and Employees
I. Changes of shares held by directors, supervisors and senior executives
Increasing Decreasing
Shares Shares
shares held shares held
Working Start dated End date held at held at
Title Sex Age of office of office in this in this
Name status period-beg period-end
term term
period period
in (Share) (Share)
(Share) (Share)
Chairman Currently 2013-09-2 2016-09-2
Luo
of the M 51 0 0 0 0
Guiyou in office 6 5
board
Yang Currently 2013-09-2 2016-09-2
Director M 57 0 0 0 0
Fenbo in office 6 5
Director, Currently 2013-09-2 2016-09-2
Li Hai M 45 0 0 0 0
President in office 6 5
Yao Currently 2013-09-2 2016-09-2
Zhengwan Director M 39 0 0 0 0
g in office 6 5
Currently 2013-09-2 2016-09-2
Cao Fang Director M 40 0 0 0 0
in office 6 5
Currently 2013-09-2 2016-09-2
Kong Na Director F 37 0 0 0 0
in office 6 5
Independe Currently 2013-09-2 2016-09-2
Cui Jun M 50 0 0 0 0
nt director in office 6 5
Chen Independe Currently 2013-09-2 2016-09-2
M 45 0 0 0 0
Shujun nt director in office 6 5
Independe Currently 2013-09-2 2016-09-2
Li Bing F 38 0 0 0 0
nt director in office 6 5
Convener
of Currently 2011-06-2 2014-06-2
Xiao Yan M 45 0 0 0 0
supervisor in office 7 6
s
Zheng Currently 2011-06-2 2014-06-2
Zhonghua Supervisor M 51 11,930 0 2,983 8,947
n in office 7 6
Tao Staff Currently 2011-06-0 2014-06-2
M 60 3,500 0 1,085 2,415
Hualiang Supervisor in office 7 6
34
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Sun Secretary Currently 2013-09-2 2016-09-2
M 40 0 0 0 0
Longlong of Board in office 6 5
Zhang Director, Office 2010-08-2 2013-09-2
M 47 0 0 0 0
Zebing CFO leaving 6 6
Vice Office 2010-10-2 2013-10-2
Xia Bofu M 43 0 0 0 0
President leaving 6 5
Total -- -- -- -- -- -- 15,430 0 4,068 11,362
II. Post-holding
Major working experience of directors, supervisors and senior executive at the present in latest five years
1. Mr. Luo Guiyou, born in 1963, graduated from Fudan University as a bachelor majoring in history. Since Mar.
of 2007, he worked in Life Insurance Holding Co., Ltd, and successively took posts of general manager of
headquarter of personal insurance business, temporary committee of operation and management commission,
associate of general manager of headquarter and committee of marketing management commission. From Mar. of
2010 to Oct. of 2010, he was committee of marketing management commission in planning team in Guangdong
Branch of Life Insurance Holding Co., Ltd and charger of planning team of Guangdong Branch; now he takes
charge of chairman of the Board and legal representative of the Company.
2. Mr. Yang Fenbo, born in 1957, China senior economist with master degree of MBA and engineer, held the
position of minister of development department, concurrently minister of science and technology department,
assistant general manager, assistant to chairman, deputy chief engineer and chief engineer at Shenzhen Lionda
Group; took the chairman and concurrently general manager of Guangdong Sunrise Holding Co., Ltd.; now, he is
the chairman of Shenzhen Liona Group Co., Ltd.
3. Mr. Li Hai, born in 1969, graduated from Economic department of Shenzhen University in major of accounting;
he took the turns of deputy manager of finance department, chief supervisor associate of finance department,
secretary of the Board and vice president, etc. of the Company, and now is in charge of director and vice president
of the Company.
4. Mr. Yao Zhengwang, born in 1975, with bachelor degree of law, successively took the post of Supervisor of
Supervision Office, Deputy Manager of Sales Department, and Deputy Manager of Legal Affairs Department of
Shenzhen Guomin Investment Development Co. Ltd. and deputy general manager of Administration Center of
Compliant Risk Control, as well as director, secretary of the Board and convener of supervisory committee of
CBC; now he serves as director of the Company.
5. Mr. Cao Fang, born in 1974, master degree; since May of 2007, he took post of item manager of marketing and
management department in headquarter of Life Insurance, associate of general manager of marketing and
management headquarter as well as general manager of market and business department, he acted as member of
35
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
planning team of Life Insurance Branch in Guangdong. And subsequently served in strategy and development
center, Office of the Chairman, Supervision office; he serves as deputy GM of Shanghai Branch of Life Insurance
since March 2012.
6. Ms. Kong Na, born in 1976, master degree; From Sep. of 2005 to Apr. of 2010, he took post of Assistant Chief
Executive in Ruifude Health Insurance Holding Co., Ltd. From Apr. of 2010 till now, he is in charge of associate
of president in Yingkong Holding Co., Ltd.
7. Mr. Cui Jun, born in1964, party member of CPC, doctor of engineering, master of law and a first-grade lawyer;
once he took posts of director of the 5th session of nationwide lawyers association, director of the 8th session and
the 9th session of Guangdong lawyer association, vice president of the 5th and the 6th session of Shenzhen lawyers
association, committee of international business commission of nationwide lawyers association, deputy director of
law business of intellectual property commission of Guangdong lawyers association, director of civil law business
commission of Guangdong lawyers association and director of culture construction committee of Guangdong
lawyers association.And now he is director of Guangdong Xingchen Law Firm, member of the CPPCC Shenzhen
Committee, committee of law business of intellectual property commission of nationwide lawyers association,
executive vice president of Shenzhen Patent Commission, vice president of Shenzhen promotion commission of
creative design and intellectual property, arbitrator of mediation center of south China International economy and
trade arbitration commission, mediation expert of mediation center and arbitrator of Shenzhen arbitration
commission.
8. Mr. Chen Shujun, born in1968, master of the Chinese University of Hong Kong, majoring in business
administration of finance, master of international accountant from City University of Hong Kong and he owes a
university degree from law school of Tsinghua University. And he is senior accountant, China Certified
Accountant, Chinese Certified Tax Agent, judicial authenticator and owes professional qualification of state laws;
He once took post of auditor and manager of Guangzhou CPAs. From 1998 till now he acted as executive partner
of Shenzhen Guangzhou-Shenzhen CPAs, legal representative of Guangdong Guangzhou-Shenzhen Justice and
Accounting judgment institution. Now he serves as the legislative consultants of standing committee of
Guangdong Province 12th session of the National People’s Congress, member of a council of Guangdong Institute
of Certified Public Accountants, assessment experts of Shenzhen Municipal Government Procurement Center,
assessment experts of Shenzhen Municipal Science & Technology Comminittee of Experts and the first batch of
senior member of Accounting Society of Shenzhen.
9. Ms. Li Bing, born in 1975, bachelor of law major and lawyer; From Jul. of 1998 to Jan. of 2002 she taught in
Guizhou University; from Jan. of 2002 to Jan. of 2006 she acted as lawyer in Guangdong Yunsheng Law Firm;
from Jan. of 2006 till now, she had been in charge of lawyer of Beijing Deheng Law Firm Branch in Shenzhen.
10. Mr. Xiao Yan, born in 1968, owes a bachelor of economics of Hunan Institute of Economics and Finance. He
36
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
workes in Sino Life Insurance Co., Ltd. since October 2006, he successively served as senior manager of
enterprise supervision of the marketing management department in Sino-Life, GM assistant of Henan Branch of
Sino-Life; serves as deputy GM of management center of Shenzhen Guomin Investment Development Co., Ltd.
since April 2014.
11. Mr. Zheng Zhonghuan, born in 1962, engineer with bachelor degree, successively took the post in Shenzhen
Light Texile Industry Company and Shenzhen Light Industry Company; since Oct. 1985, entered Shenzhen China
Bicycle (Group) Holdings Co. Ltd. and successively took the post of Deputy Manager, Manager of Planning
Department and Manager of Material Department; now is director and Manager of Manufacture Department of
the Company.
12. Mr. Tao Hualiang, born in 1954, graduated from Northwestern Polytechnic University, an engineer. He
successively served as dispatcher of welding plant of the Company, deputy director of pipe workshop, director of
general assembly shop, committee of party committee of Longhua 2# plant, manager assistant of enterprise
management department, deputy GM of financial & accounting dept. of bicycle division, deputy director of office
and director of comprehensive office of the Group; now he serves as commissioner of the party group, deputy
secretary of party committee and person in charge of works for the Group.
13. Mr. Sun Longlong, born in 1973, graduated from Shanghai University of Finance and Economics in 1995 with
a bachelor degree, a bachelor of Economics. He successively worked as financial affairs in Shenzhen Qiongjiao
Industry Co., Ltd. and Shenzhen Solar Pipe Co., Ltd., he worked in the Company since May 1999, and
successively served as deputy Manager, Manager of financial department, manager of comprehensive
management department, manager of enterprise management department, now he serves as secretary of the Board
and manager of financial department of the Company.
14. Mr. Xia Bofu, born in 1970, graduated from the Central Party School with bachelor degree of law. He
successively took the post of Manager of Business Department of Shenzhen Jiabeinianhua Industry Co. Ltd.,
Office Director of Shenzhen Lionda Technology Co. Ltd. and Chairman of the Board of Shenzhen Taiyang PCCP
Co. Ltd. he has taken the post of Vice Present of the Company from October 2007 to September 2013.
15. Mr. Zhang Zebing, born in 1966, master of economy major, non-professional membership of China Certified
Accountants Association and accountant. Since Aug. of 2004, he acted as charger of finance department of
planning team in Xinhua Insurance Holding Company, associate of general manager of finance department in
Sunshine Insurance Group Company, general manager of Audit & Supervision Department in Life Insurance
Holding Co., Ltd. he served as director and CFO of the Company from August 2010 to September 2013.
Post-holding in shareholder’s unit
√ Applicable □ Not applicable
37
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Weather receiving
Start dated of End date of
Name Name of shareholder’s units Position remuneration from
office term office term
shareholder’s units
Yao Shenzhen Guocheng Energy Investment
Supervisor 2006-10-09 Yes
Zhengwang Development Co., Ltd.
Shenzhen Guocheng Energy Investment
Xiao Yan
Development Co., Ltd.
Post-holding in other unit
√ Applicable □ Not applicable
Start dated of End date of Weather receiving
Name Name of other units Position
office term office term remuneration from
other units
Shenzhen Fude Real Estate Investment
Luo Guiyou Yes
Development Co., Ltd.
Cao Fang Shanghai Branch of Life Insurance Deputy GM 2012-03-01 Yes
Yang Fenbo Shenzhen Lionda Group Co., Ltd. Chairman 2009-10-12 Yes
Non-staff
Yang Fenbo Fawer Auto Parts Co., ltd. 2013-03-25 2016-03-24 Yes
supervisor
President
Kong Na Yingkong Holding Co., Ltd. 2010-04-01 Yes
assistant
Cui Jun Guangdong Xingchen Laws Firm Director Yes
Managing
Chen Shujun Shenzhen Guangshen CPA 1998-01-01 Yes
partner
Li Bing Beijing Deheng (Shenzhen) Law Firm Attorney 2006-01-02 Yes
III. Remuneration for directors, supervisors and senior executives
Decision-making procedures, determination bases and actual payment of remunerations of directors, supervisors and senior
management
Decision procedure of
remuneration of directors, According to relevant rules of the Article of Association, the general meeting of shareholders decides
supervisors, senior remuneration of directors and supervisors. The Board of Directors decides senior management’s.
management
Confirmation basis of The Company refers to the position rank and comprehensive industry level. And then general meeting of
remuneration of directors, shareholders approves compensation standard and allowance of independent directors. According to the
supervisors and senior "Interim Measures to Annual Performance Assessment of Executives" and performance evaluation
management standards the Company issues annual performance salary.
Actual payment of The Company strictly paid remuneration of directors, supervisors and senior management accordingly
38
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
remuneration of directors, with decision procedure and confirmation basis. Total payment for remuneration of directors,
supervisors and senior supervisors and supervisors amounted to RMB 2,164,100 from January to December in 2013.
management
Remuneration for directors, supervisors and senior executives in reporting period
In ten thousand Yuan
Total
Total Remuneration
remuneration
Post-holding remuneration actually
Name Title Sex Age obtained from
status obtained from obtained at
shareholder’s
the Company period-end
unit
Director, Currently in
Li Hai M 46 70.25 0 70.25
President office
Zheng Currently in
Supervisor M 52 17.42 0 17.42
Zhonghuan office
Staff Currently in
Tao Hualiang M 60 1.54 0 1.54
Supervisor office
Secretary of Currently in
Sun Longlong M 40 29.16 0 29.16
Board office
Independent Currently in
Cui Jun M 50 4 0 4
director office
Independent Currently in
Chen Shujun M 46 4 0 4
director office
Independent Currently in
Li Bing F 38 4 0 4
director office
Independent
Zhang Xinmiao F 46 Office leaving 4 0 4
director
Zhang Zebing Director, CFO M 47 Office leaving 41.02 0 41.02
Xia Bofu Vice President M 43 Office leaving 41.02 0 41.02
Total -- -- -- -- 216.41 0 216.41
Delegated equity incentive for directors, supervisors and senior executives in reporting period
□ Applicable √ Not applicable
IV. Changes of directors, supervisors and senior executives
Name Title Type Date Reasons
Leaving Expiration of the term of the Board
Zhang Zebing Director 2013-09-26
end-of-tour transition
Independent
Zhang Xinmiao Leaving 2013-09-26 Expiration of the term of the Board
director
39
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
end-of-tour transition
Leaving
Zhang Zebing CFO 2013-09-25 Senior executive leaving end-of-tour
end-of-tour
Leaving
Xia Bofu Vice President 2013-10-26 Senior executive leaving end-of-tour
end-of-tour
V. Changes of core technology team or key technicians in reporting period (not including
directors, supervisors and senior executives)
Nil
VI. Particulars of workforce
1. The Company has totally 48 employees at present (16 people in HQ and 32 people in subsidiary EMMELLE
included), including: Classified according to professional/occupational composition: 13 production personnel; 9
salespersons; 8 technicians; 6 financial personnel and 12 administrative personnel; Classified according to the
educational background: master degree or above: 20 persons of bachelor degree; 15 persons of junior college
graduates. Proportion of the personnel with education background of junior college or above in the whole staff:
72.91%.
2. The Company did not need to bear the expenses of retirees.
3. Other personnel: 0 people
40
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Section VIII. Corporate governance
I. Brief introduction of corporate governance
During the reporting period, the Company was strictly in accordance with the "Company Law", "Securities Law"
as well as "Listing Corporation Management Standards" and other relevant laws, regulations and normative
documents. We combined the actual situation, constantly improved the corporate governance structure, and strived
to build a modern enterprise system. Operation, assembling and holding of general meeting of shareholders, the
Board of Directors and board of supervisors were strictly with relevant rules of procedure. Thus we protected
interests of the Company. The actual situation of corporate governance structure was in accordance with the
release of normative documents about the listing Corporation management rules from China Securities Regulatory
Commission.
The “Proposal of Amemdment for Article of Association” was deliberated and approved by 1st extraordinary
general meeting of 2013 held on 26 September 2013, members of the board change to 9 people from original 11
people, and general election for the Board completed.
There is no difference between corporate governance and the requirements of the Company Law and relevant
regulations of the CSRC
Progress of the special activity for corporate governance, establishment and implementation of insider information
registration management system: The Company established Registration Management of Inside Information
Insiders. It clearly defined scope of inside information and insiders, ruled approval, registration and
confidentiality mechanism about inside information. During reporting period, no supervision and punishment
acted from supervision department. And in reporting period, actual controllers of the Company never offered
unreleased information or any other non-normalized act.
II. In the report period, the Company held annual shareholders’ general meeting and
extraordinary shareholders’ general meeting
1. Annual Shareholders’ General Meeting in the report period
Name of meeting
Session of meeting Date Situation Date of disclosure Index of disclosure
motion
”Work Report from
the Board for year of
2012”, ”Work
Report from
Supervisory
nd
22 Meeting of Committee for year
Annual of 2012” , ”Financial Securities Times,
Deliberated and
Shareholders’ 2013-05-17 Results for year of 2013-05-18 Hong Kong
approved one by one
General Meeting for 2012” , “Profit Commercial Daily
year of 2012 Distribution Plan of
2012”, ”Annual
Report of 2012 and
Summary”, ”Rewa
rds of 2012 for
Management Team”
41
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
2. Extraordinary shareholders’ general meeting in the report period
Name of meeting
Session of meeting Date Situation Date of disclosure Index of disclosure
motion
”proposal of part of
the clause of ‘article
of association’
First Extraordinary
revised”, “Election Securities Times,
Shareholders’ Deliberated and
2013-09-26 of director and 2013-09-27 Hong Kong
General Meeting of approved one by one
independent Commercial Daily
2013 th
directors for 9
session of the
Board”
Second
“Re-engagement of
Extraordinary Securities Times,
Ruihua Certified Deliberated and
Shareholders’ 2013-12-26 2013-12-27 Hong Kong
Public Accountant approved
General Meeting of Commercial Daily
(LLP) “
2013
III. Responsibility performance of independent directors in report period
1. The attending of independent directors to Board meetings and shareholders’ general meeting
The attending of independent directors
Times of Board
Whether absent
meeting Times of Times of
Name of independent Times of Times of the Meeting for
supposed to attending by entrusted
director Presence Absence the second time
attend in the communication presence
in a row or not
report period
Cui Jun 6 3 3 0 0 No
Li Bing 6 2 3 1 0 No
Chen Shujun 6 3 3 0 0 No
Zhang Xinmiao 3 1 1 1 0 No
Times presented in shareholders’
general meeting by independent 3
directors
2. Objection for relevant events from independent directors
Whether independent directors come up with objection about company’s relevant matters or not
□ Yes √ No
Independent directors has no objections for relevant events in reporting period
3. Other explanation about responsibility performance of independent directors
42
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Whether the opinions from independent directors have been adopted or not
√ Yes □ No
Independent directors’ explanation on adoption or not adoption of relevant recommendations of the Company
There is no independent directors’ explanation not adoption of relevant recommendations of the Company.
IV. Performance of subordinate committees of the Board in reporting period
Board of directors set up audit commission and remuneration and appraisal commission taking responsibility
based on Governance Rules of Listed Company, Article of Association as well as Procedure Rules of Board of
Directors and other duties and rights various departments endowed.
As for compiling and audit on annual financial report were checked and communicated by Audit commission in
accordance with rules of Working Procedure of Annual Report of Audit Commission. and they submitted decision
to board of directors for approval. While the remuneration and appraisal commission took appraisal on operation
members in 2012 annual work and rose up annual reward plan according to Interim Rules to Rewarding Senior
Management for Annual Performance.
V. Works from Supervisory Committee
Whether the Company has risks or not in reporting period that found in supervisory activity from supervisory committee
□ Yes √ No
Supervisory committee has no objection about supervision events in reporting period
VI. Independence of the Company in aspect of business, personnel, assets, institute and
finance relative to its controlling shareholder
The Company separate business, personnel, assets, institute and finance with largest shareholder or other related parties, owes
independent and completed self-operation ability.
VII. Horizontal competition
Not applicable
VIII. Appraisal and incentive mechanism for senior executives
The Company initially established the standard and incentive mechanism for open and transparent performance
evaluation on directors, supervisors and management layer. The appointment of senior management staff was open
and transparent, in accordance with provisions of the law.
43
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
Section IX. Internal control
I. Construction of internal control
During the reporting period, the Company has kept improving and standardizing its internal control organizational
structure strictly in compliance with the Securities Law, the Company Law and the applicable laws and
regulations in respect of the governance of listed companies by CSRC, in order to ensure the standardized
operation of the Company’s shareholders’ meeting, the Board and the Board of Supervisors, and safeguard the
interests of the Company and Investors.
In October 2012, Shenzhen Intermediate People’s Court took up according to law the bankruptcy and restructuring
application filed by creditor. Since then, the Company has entered bankruptcy and restructuring procedures and
carried out the self-management under the supervision of administrator. Based on the existing internal control
construction and implementation, the Company has newly-added the internal control rules on the administrator’s
supervision, including seal management, appointment and management of source bank account, capital budget,
contract management and invoice management, and implemented accordingly. During the period from October
2012 to December 2013, the Company has kept pushing forward the restructuring. Upon the voting on and
passing of the draft restructuring plan and the associated adjustment program on investors’ interests on the
creditors meeting and investors meeting, Shenzhen Intermediate People’s Court ruled to approve the Company’s
restructuring plan in November 2013. With the completion of the implementation of the Company’s restructuring
plan, disposal of major assets, transfer of shares and liquidation of debts, Shenzhen Intermediate People’s Court
ruled on 27 December 2013 that the implementation of the Company’s restructuring plan has been completed and
its bankruptcy procedure has been concluded. After the completion of the implementation of the restructuring plan,
with retention of its bicycle business, the Company may apply its internal control standardization to its
headquarters and EMMELLE Company and prepare the consolidated financial statements of its headquarters and
EMMELLE Company
II. Statement of the Board on responsibility of internal control
Board of Directors promised that there’s no false, misleading statement or major leaking. All the disclosed
information was real, accurate and complete.
III. Bases for construction of financial report internal control
The Company has established a perfect financial management system, including financial management and
accounting management covering calculation, account dealing, budget management, cost control, capital
management and other relevant rules and regulations. During the reporting period, the Company conducted
regular or irregular inspection and evaluation on main business processes and internal control system, finding no
significant defects in internal control of reporting financial.
IV. Self-evaluation report of internal control
Details of major defects in self-evaluation report that found in reporting period
No significant deficiencies in the internal control have been identified during the reporting period. 1. The existing internal control
management system of the Company complies with the national laws, regulations and regulatory requirements; 2. The internal control
system, which has been basically established and effectively implemented, plays a good management and control role in each
44
深圳中华自行车(集团)股份有限公司 2013 年度报告全文
department, business aspects and key control areas such as sales and collection, and is in a position to effectively ensure the
truthfulness and completeness of financial information, protect the safety of the Company’s assets and prevent cheating; 3. The
internal control system of the Company is capable of effectively ensuring the sustainable and stable development of its business and
protecting the shareholders’ interests.
Date of self-evaluation report of
2014-04-28
internal control disclosed (full-text)
Index of self-evaluation report of
Self-evaluation report of internal control for year of 2013, Juchao Website
internal control disclosed(full-text)
V. Audit report of internal control
□ Applicable √ Not applicable
VI. Establishment and enforcement of Accountability Mechanism for Major Errors in Annual
Report
In order to strengthen the Company's financial accountability mechanisms, to further improve the internal
management system, after the seventh session of the twenty-first meeting of the board of directors, the Company
formulated the "Accountability System on Major Error Made in Information Disclosure” and strictly implemented
it. During the reporting period, the Company did never correct significant accounting error, supplement major
information omissions and revise performance pre-notice etc.
45
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Section X. Financial Report
I. Audit report
Type of audit opinion Unqualified auditor’s report with explanatory paragraph
Signing date of audit report 2014-04-24
Name of audit institute Ruihua Certified Public Accountant (LLP)
Document serial of audit report Ruihua Shen Zi [2014] No. 48030069
Name of CPA Chen Songbo, Ren Weixing
Auditor’s Report
Ruihua Shen Zi [2014] No. 48030069
To all shareholders of Shenzhen China Bicycle Company (Holdings) Limited
We have audited the Companying consolidated and parent Company’s financial statements of Shenzhen China
Bicycle Company (Holdings) Limited (“CBC”), including balance sheet of 31 December 2013, and profit
statement for year of 2013, cash flow statement and statement on changes of shareholders’ equity for the year
ended, and notes to the financial statements for the year ended.
I. Management’s responsibility for the financial statements
Management of the Company is responsible for prepare and present financial statement of the Company, which
including: (1) Prepare financial statements with fair presentation in line with Accounting Standards for Business
Enterprises; (2) Designing, executed and maintaining necessary internal control in order to prevent fundamental
miscarrying in financial statement from fraudulent or errors.
II. Auditor's responsibility
Our responsibility is to express an audit opinion on these financial statements based on our audit. We performed
our audit in accordance with Chinese Certified Public Accountants' Auditing Standards. Those standards require
us to comply with professional ethics, and to plan and perform our audit so as to obtain reasonable assurance
about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures of the
financial statements. The selective audit procedures depend on auditor's judgment, including the evaluation of the
risk of material misstatement of the consolidated financial statements due to frauds or errors. When evaluating
risk, we consider internal control related to financial statements, in order to design auditing procedures, but not for
the purpose of expressing an opinion on the internal control's effectiveness. An audit also includes assessing the
appropriateness of the accounting policies adopted and the reasonableness of the accounting estimates made by
management, as well as evaluating the overall presentation of the financial statements.
We believe that we have obtained sufficient and appropriate audit evidences to provide a basis for our audit
15
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
opinion.
III. Auditing opinion
In our opinion, in all material aspects, CBC’s financial statements have been prepared in accordance with the
Enterprises Accounting Standards and Enterprises Accounting System, and they fairly present the financial status
of the consolidated and parent company’s as of December 31, 2013, and its operation results and cash flows for
the year ended.
IV. Emphasis of Matter
We bring to the attention of the users of the financial statements, as stated in note XII. 2 of the financial
statements under the name of CBC, China Bicycle Company has completed implementation of the restructuring
plan dated 27 December 2013 and terminate the bankruptcy proceedings, in which the condition of introduction of
investors has been set out with a view to restoring its ability to continue as a going concern and its sustainable
profitability through asset restructuring. Up to the reporting date of auditing, the Company has not introduced any
investor, but retained the business of bicycles so as to maintain its ability to continue as a going concern before the
injection of assets by investors. Therefore, there is uncertainty in the ability of China Bicycle Company to continue
as a going concern, and it is stressed that the published opinions on auditing will not be impacted by the subject
matter.
II. Financial statement
Unit in note of financial statement refers to CNY: RMB (Yuan)
1. Consolidated Balance Sheet
Prepared by Shenzhen China Bicycle Company (Holdings) Limited
In RMB
Item Amount at period-end Amount at period-begin
Current assets:
Monetary funds 26,834,171.59 52,395,360.86
Settlement provisions
Capital lent
Transaction finance asset
Notes receivable 1,627,810.00
Accounts receivable 7,060,251.28 6,002,162.94
Accounts paid in advance 177,636.49 829,956.13
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance
receivable
Interest receivable
Dividend receivable
Other receivables 107,395,429.69 23,467,668.87
16
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Purchase restituted finance asset
Inventories 4,545,116.43 17,612,197.85
Non-current asset due within one
year
Other current assets
Total current assets 146,012,605.48 101,935,156.65
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
Investment property 21,395,176.24
Fixed assets 227,824.37 12,970,199.73
Construction in progress
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets 5,271,000.00 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 5,498,824.37 60,713,919.65
Total assets 151,511,429.85 162,649,076.30
Current liabilities:
Short-term loans 355,796,107.93
Loan from central bank
Absorbing deposit and interbank
deposit
Capital borrowed
Transaction financial liabilities
Notes payable
Accounts payable 9,935,720.73 118,475,773.47
Accounts received in advance 3,627,323.31 13,660,199.55
Selling financial asset of
repurchase
17
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Commission charge and
commission payable
Wage payable 1,516,624.17 3,983,845.52
Taxes payable 93,778,253.57 95,980,708.60
Interest payable 230,575,685.75
Dividend payable
Other accounts payable 34,954,734.89 431,275,594.67
Reinsurance payables
Insurance contract reserve
Security trading of agency
Security sales of agency
Non-current liabilities due within 1
453,747,741.58
year
Other current liabilities 2,331,150.07
Total current liabilities 143,812,656.67 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
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities 166,212,952.92
Total liabilities 143,812,656.67 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 627,819,910.12 486,589,213.20
Less: Inventory shares
Reasonable reserve
Surplus public reserve 32,673,227.01 32,673,227.01
Provision of general risk
Retained profit -1,204,837,748.73 -2,780,061,643.62
Balance difference of foreign currency
translation
Total owner’s equity attributable to
7,003,335.40 -1,709,451,256.41
parent company
Minority interests 695,437.78 60,572.65
Total owner’s equity ( or shareholders’
7,698,773.18 -1,709,390,683.76
equity)
18
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Total liabilities and owner’s equity( or
151,511,429.85 162,649,076.30
shareholders’ equity)
Legal Representative: Luo Guiyou Person in charge of Accounting Works: Li Hai
Person in charge of Accounting Institution: Sun Longlong
2. Balance Sheet of Parent Company
Prepared by Shenzhen China Bicycle Company (Holdings) Limited
In RMB
Item Closing balance Opening balance
Current assets:
Monetary funds 1,080,836.82 31,432,888.50
Transaction finance asset
Notes receivable
Accounts receivable 245,382.00 1,014,896.60
Accounts paid in advance
Interest receivable
Dividend receivable
Other receivables 116,990,372.76 52,910,895.39
Inventories 9,779,439.79
Non-current asset due within one
year
Other current assets
Total current assets 118,316,591.58 95,138,120.28
Non-current assets:
Finance asset available for sales
Held-to-maturity investment
Long-term account receivable
Long-term equity investment 10,379.73 2,619,840.50
Investment property 21,395,176.24
Fixed assets 109,020.00 12,676,971.13
Construction in progress
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets 5,271,000.00 23,728,703.18
Expense on Research and
Development
Goodwill
19
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Long-term expenses to be
apportioned
Deferred income tax asset
Other non-current asset
Total non-current asset 5,390,399.73 60,420,691.05
Total assets 123,706,991.31 155,558,811.33
Current liabilities:
Short-term loans 320,902,551.61
Transaction financial liabilities
Notes payable
Accounts payable 124,098,936.31
Accounts received in advance 10,664,592.85
Wage payable 6,847.09 2,151,710.33
Taxes payable 92,205,392.56 94,891,954.20
Interest payable 230,575,685.75
Dividend payable
Other accounts payable 26,103,724.68 386,975,286.77
Non-current liabilities due within 1
453,747,741.58
year
Other current liabilities 2,320,660.19
Total current liabilities 118,315,964.33 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
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities 166,212,952.92
Total liabilities 118,315,964.33 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
Capital public reserve 627,819,910.12 486,589,213.20
Less: Inventory shares
Reasonable reserve
Surplus public reserve 32,673,227.01 32,673,227.01
Provision of general risk
20
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Retained profit -1,206,450,057.15 -2,707,593,648.39
Balance difference of foreign
currency translation
Total owner’s equity ( or shareholders’
5,391,026.98 -1,636,983,261.18
equity)
Total liabilities and owner’s equity( or
123,706,991.31 155,558,811.33
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
Prepared by Shenzhen China Bicycle Company (Holdings) Limited
In RMB
Item This Period Last Period
I. Total operating income 271,111,736.07 292,827,026.55
Including: Operating income 271,111,736.07 292,827,026.55
Interest income
Insurance gained
Commission charge and
commission income
II. Total operating cost 336,247,395.00 348,028,256.85
Including: Operating cost 243,225,629.45 263,065,095.40
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 1,745,928.88 1,561,946.86
Sales expenses 6,723,428.32 7,020,092.18
Administration expenses 85,815,079.74 25,144,366.61
Financial expenses -1,299,434.00 51,137,831.55
Losses of devaluation of asset 36,762.61 98,924.25
Add: Changing income of fair
value(Loss is listed with “-”)
21
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Investment income (Loss is listed
72,934,048.27
with “-”)
Including: Investment income on
affiliated company and joint venture
Exchange income (Loss is listed
with “-”)
III. Operating profit (Loss is listed
7,798,389.34 -55,201,230.30
with “-”)
Add: Non-operating income 1,945,555,480.90 3,213,710.66
Less: Non-operating expense 284,495,050.48 139,100.01
Including: Disposal loss of
45,935.56
non-current asset
IV. Total Profit (Loss is listed with
1,668,858,819.76 -52,126,619.65
“-”)
Less: Income tax expense 93,000,059.74
V. Net profit (Net loss is listed with “-”) 1,575,858,760.02 -52,126,619.65
Including: Net profit of combined
party realized before combination
Net profit attributable to owner’s of
1,575,223,894.89 -52,443,234.29
parent company
Minority shareholders’ gains and
634,865.13 316,614.64
losses
VI. Earnings per share -- --
i. Basic earnings per share 2.857 -0.0951
ii. Diluted earnings per share 2.857 -0.0951
VII. Other consolidated income
VIII. Total consolidated income 1,575,858,760.02 -52,126,619.65
Total consolidated income
attributable to owners of parent 1,575,223,894.89 -52,443,234.29
company
Total consolidated income
634,865.13 316,614.64
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
Prepared by Shenzhen China Bicycle Company (Holdings) Limited
In RMB
Item This Period Last Period
I. Operating income 26,304,548.63 27,283,076.87
22
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Less: Operating cost 9,061,591.72 6,452,604.88
Operating tax and extras 1,230,470.42 1,255,694.75
Sales expenses
Administration expenses 84,590,538.81 21,036,780.80
Financial expenses -1,069,788.29 51,617,771.59
Losses of devaluation of asset -280,017.51
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
-67,508,264.03 -52,799,757.64
with “-”)
Add: Non-operating income 1,945,490,380.90 3,203,710.66
Less: Non-operating expense 284,450,319.19 100,662.00
Including: Disposal loss of
non-current asset
III. Total Profit (Loss is listed with
1,593,531,797.68 -49,696,708.98
“-”)
Less: Income tax expense 92,388,206.44
IV. Net profit (Net loss is listed with
1,501,143,591.24 -49,696,708.98
“-”)
V. Earnings per share -- --
i. Basic earnings per share 2.7227 -0.0901
ii. Diluted earnings per share 2.7227 -0.0901
VI. Other consolidated income
VII. Total consolidated income 1,501,143,591.24 -49,696,708.98
Legal Representative: Luo Guiyou Person in charge of Accounting Works: Li Hai
Person in charge of Accounting Institution: Sun Longlong
5. Consolidated Cash Flow Statement
Prepared by Shenzhen China Bicycle Company (Holdings) Limited
In RMB
Item This Period Last Period
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor 152,281,740.80 184,252,248.85
services
23
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
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
31,778,429.76 25,610,718.35
operating activities
Subtotal of cash inflow arising from
184,060,170.56 209,862,967.20
operating activities
Cash paid for purchasing
commodities and receiving labor 133,314,908.16 171,655,875.98
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 40,519,453.59 17,357,721.19
Taxes paid 5,431,161.32 8,980,409.64
Other cash paid concerning
33,004,815.35 18,895,533.94
operating activities
Subtotal of cash outflow arising from
212,270,338.42 216,889,540.75
operating activities
24
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Net cash flows arising from operating
-28,210,167.86 -7,026,573.55
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 1,660,347,221.12
assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning
investing activities
Subtotal of cash inflow from investing
1,660,347,221.12
activities
Cash paid for purchasing fixed,
5,384,449.06 124,666.98
intangible and other long-term assets
Cash paid for investment 10,379.73
Net increase of mortgaged loans
Net cash received from
subsidiaries and other units
Other cash paid concerning
1,233,179.43
investing activities
Subtotal of cash outflow from investing
6,628,008.22 124,666.98
activities
Net cash flows arising from investing
1,653,719,212.90 -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
5,390,399.73 35,000,000.00
financing activities
Subtotal of cash inflow from financing
5,390,399.73 35,000,000.00
activities
Cash paid for settling debts 1,621,460,634.04
25
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Cash paid for dividend and profit
distributing or interest paying
Including: Dividend and profit of
minority shareholder paid by
subsidiaries
Other cash paid concerning
35,000,000.00
financing activities
Subtotal of cash outflow from financing
1,656,460,634.04
activities
Net cash flows arising from financing
-1,651,070,234.31 35,000,000.00
activities
IV. Influence on cash and cash
equivalents due to fluctuation in
exchange rate
V. Net increase of cash and cash
-25,561,189.27 27,848,759.47
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
26,834,171.59 52,395,360.86
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
6. Cash Flow Statement of Parent Company
Prepared by Shenzhen China Bicycle Company (Holdings) Limited
In RMB
Item This Period Last Period
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor 9,015.00
services
Write-back of tax received
Other cash received concerning
34,909,756.83 18,759,873.33
operating activities
Subtotal of cash inflow arising from
34,909,756.83 18,768,888.33
operating activities
Cash paid for purchasing
commodities and receiving labor
service
Cash paid to/for staff and workers 35,209,438.17 6,059,802.69
Taxes paid 2,667,326.25 3,910,353.69
26
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Other cash paid concerning
31,239,631.17 12,924,408.58
operating activities
Subtotal of cash outflow arising from
69,116,395.59 22,894,564.96
operating activities
Net cash flows arising from operating
-34,206,638.76 -4,125,676.63
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 1,660,315,221.12
assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning
investing activities
Subtotal of cash inflow from investing
1,660,315,221.12
activities
Cash paid for purchasing fixed,
5,380,020.00 2,717.95
intangible and other long-term assets
Cash paid for investment 10,379.73
Net cash received from
subsidiaries and other units
Other cash paid concerning
investing activities
Subtotal of cash outflow from investing
5,390,399.73 2,717.95
activities
Net cash flows arising from investing
1,654,924,821.39 -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
5,390,399.73 35,000,000.00
financing activities
Subtotal of cash inflow from financing
5,390,399.73 35,000,000.00
activities
Cash paid for settling debts 1,621,460,634.04
27
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Cash paid for dividend and profit
distributing or interest paying
Other cash paid concerning
35,000,000.00
financing activities
Subtotal of cash outflow from financing
1,656,460,634.04
activities
Net cash flows arising from financing
-1,651,070,234.31 35,000,000.00
activities
IV. Influence on cash and cash
equivalents due to fluctuation in
exchange rate
V. Net increase of cash and cash
-30,352,051.68 30,871,605.42
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
1,080,836.82 31,432,888.50
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
7. Statement of Changes in Owners’ Equity (Consolidated)
Prepared by Shenzhen China Bicycle Company (Holdings) Limited
This Period
In RMB
This Period
Owners’ equity attributable to parent company
Paid-up Provisio Minor Total
Item
Less: Reasona
capital( Capital Surplus n of Retaine sharehold owners’
inventor ble Other
or share reserves reserves general d profit ers’ equity equity
y shares reserve
capital) risk
-2,780,0
I. Balance at the end of last 551,347 486,589, 32,673, -1,709,390,
61,643.6 60,572.65
year ,947.00 213.20 227.01 683.76
2
Add: Change of
accounting policy
Correcting of
previous errors
Other
-2,780,0
II. Balance at the beginning of 551,347 486,589, 32,673, -1,709,390,
61,643.6 60,572.65
current year ,947.00 213.20 227.01 683.76
2
III. Changed in current 141,230, 1,575,22 634,865.1 1,717,089,
term(Loss is listed with “-”) 696.92 3,894.89 3 456.94
28
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
1,575,22 634,865.1 1,575,858,
(I) Net profit
3,894.89 3 760.02
(II) Other consolidated income
1,575,22 634,865.1 1,575,858,
Subtotal of (I) and (II)
3,894.89 3 760.02
(III) Owners’ input and 141,230, 141,230,69
withdraw of share capital 696.92 6.92
1. Capital input by owners
2. Share payment accounted
into owners’ equity
141,230, 141,230,69
3. Others
696.92 6.92
(IV) Profit distribution
1. Providing of surplus
reserves
2. Common risk provision
3. Dividend to owners’(or
shareholders)
4. Others
(V) Internal settlement of
owners’ equity
1. Capital reserves transferred
to share capital
2. Surplus reserves transferred
to share capital
3. Making up losses by
surplus reserves
4. Others
(VI) Reasonable reserve
1. Withdrawal in the report
period
2. Usage in the report period
(VII) Other
-1,204,8
IV. Balance at the end of this 551,347 627,819, 32,673, 695,437.7 7,698,773.
37,748.7
term ,947.00 910.12 227.01 8 18
3
Last year
In RMB
Last year
Owners’ equity attributable to parent company
Paid-up Provisio Minor Total
Item
Less: Reasona
capital( Capital Surplus n of Retaine sharehold owners’
inventor ble Other
or share reserves reserves general d profit ers’ equity equity
y shares reserve
capital) risk
I. Balance at the end of last 551,347 460,757, 32,673, -2,727,6 -1,682,839,
year ,947.00 567.84 227.01 18,409.3 667.48
29
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
3
Add: retroactive adjustment
arising from enterprise
combination under same
control
Add: Change of accounting
policy
Correcting of previous errors
Other
-2,727,6
II. Balance at the beginning of 551,347 460,757, 32,673, -1,682,839,
18,409.3
current year ,947.00 567.84 227.01 667.48
3
III. Changed in current 25,831,6 -52,443, -26,551,01
60,572.65
term(Loss is listed with “-”) 45.36 234.29 6.28
-52,443, 316,614.6 -52,126,61
(I) Net profit
234.29 4 9.65
(II) Other consolidated income
25,831,6 -52,443, 316,614.6 -52,126,61
Subtotal of (I) and (II)
45.36 234.29 4 9.65
(III) Owners’ input and 25,831,6 25,831,645
withdraw of share capital 45.36 .36
1. Capital input by owners
2. Share payment accounted
into owners’ equity
25,831,6 25,831,645
3. Others
45.36 .36
(IV) Profit distribution
1. Providing of surplus reserves
2. Common risk provision
3. Dividend to owners’(or
shareholders)
4. Others
(V) Internal settlement of
owners’ equity
1. Capital reserves transferred
to share capital
2. Surplus reserves transferred
to share capital
3. Making up losses by surplus
reserves
4. Others
(VI) Reasonable reserve
1. Withdrawal in the report
period
2. Usage in the report period
(VII) Other -256,041. -256,041.9
30
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
99 9
-2,780,0
IV. Balance at the end of this 551,347 486,589, 32,673, -1,709,390,
61,643.6 60,572.65
term ,947.00 213.20 227.01 683.76
2
Legal Representative: Luo Guiyou Person in charge of Accounting Works: Li Hai
Person in charge of Accounting Institution: Sun Longlong
8. Statement of Changes in Owners’ Equity (Parent Company)
Prepared by Shenzhen China Bicycle Company (Holdings) Limited
This Period
In RMB
This Period
Paid-up
Less: Provision Total
Item capital(or Capital Reasonable Surplus Retained
inventory of general owners’
share reserves reserve reserves profit
shares risk equity
capital)
551,347,94 486,589,21 32,673,227 -2,707,593, -1,636,983,
I. Balance at the end of last year
7.00 3.20 .01 648.39 261.18
Plus: Change of accounting
policy
Correcting of previous
errors
Other
II. Balance at the beginning of 551,347,94 486,589,21 32,673,227 -2,707,593, -1,636,983,
current year 7.00 3.20 .01 648.39 261.18
III. Changed in current 141,230,69 1,501,143, 1,642,374,
term(Loss is listed with “-”) 6.92 591.24 288.16
1,501,143, 1,501,143,
(I) Net profit
591.24 591.24
(II) Other consolidated income
1,501,143, 1,501,143,
Subtotal of (I) and (II)
591.24 591.24
(III) Owners’ input and withdraw 141,230,69 141,230,69
of share capital 6.92 6.92
1. Capital input by owners
2. Share payment accounted
into owners’ equity
141,230,69 141,230,69
3. Others
6.92 6.92
(IV) Profit distribution
1. Providing of surplus
reserves
2. Common risk provision
31
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
3. Dividend to owners’(or
shareholders)
4. Others
(V) Internal settlement of
owners’ equity
1. Capital reserves transferred
to share capital
2. Surplus reserves transferred
to share capital
3. Making up losses by surplus
reserves
4. Others
(VI) Reasonable reserve
1. Withdrawal in the report
period
2. Usage in the report period
(VII) Other
IV. Balance at the end of this 551,347,94 627,819,91 32,673,227 -1,206,450, 5,391,026.
term 7.00 0.12 .01 057.15 98
Last year
In RMB
Last year
Paid-up
Less: Provision Total
Item capital(or Capital Reasonabl Surplus Retained
inventory of general owners’
share reserves e reserve reserves profit
shares risk equity
capital)
551,347,94 460,757,56 32,673,227 -2,657,896, -1,613,118,
I. Balance at the end of last year
7.00 7.84 .01 939.41 197.56
Add: Change of accounting
policy
Correcting of previous
errors
Other
II. Balance at the beginning of 551,347,94 460,757,56 32,673,227 -2,657,896, -1,613,118,
current year 7.00 7.84 .01 939.41 197.56
III. Changed in current term(Loss 25,831,645 -49,696,70 -23,865,06
is listed with “-”) .36 8.98 3.62
-49,696,70 -49,696,70
(I) Net profit
8.98 8.98
(II) Other consolidated income
-49,696,70 -49,696,70
Subtotal of (I) and (II)
8.98 8.98
(III) Owners’ input and withdraw 25,831,645 25,831,645
of share capital .36 .36
1. Capital input by owners
2. Share payment accounted
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深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
into owners’ equity
25,831,645 25,831,645
3. Others
.36 .36
(IV) Profit distribution
1. Providing of surplus
reserves
2. Common risk provision
3. Dividend to owners’(or
shareholders)
4. Others
(V) Internal settlement of
owners’ equity
1. Capital reserves transferred to
share capital
2. Surplus reserves transferred
to share capital
3. Making up losses by surplus
reserves
4. Others
(VI) Reasonable reserve
1. Withdrawal in the report
period
2. Usage in the report period
(VII) Other
IV. Balance at the end of this 551,347,94 486,589,21 32,673,227 -2,707,593, -1,636,983,
term 7.00 3.20 .01 648.39 261.18
Legal Representative: Luo Guiyou Person in charge of Accounting Works: Li Hai
Person in charge of Accounting Institution: Sun Longlong
Shenzhen China Bicycle Company (Holdings) Limited
Notes to Financial Statement 2013
(Expressed in Renminbi (CNY) unless otherwise stated)
I. Company Profile
(I)Company History
According to the Approval Document SFBF (1991) No. 888 issued by the People’s Government of Shenzhen, Shenzhen China
Bicycle Company (Holdings) Limited (hereinafter referred to as the Company) was reincorporated as the company limited by shares
in November 1991. On 28 December 1991, upon the Approval Document SRYFZ(1991) No. 119 issued by Shenzhen Special
Economic Zone Branch of the People’s Bank of China, the Company got listed on Shenzhen Stock Exchange. The Company reserves
the business license for the enterprise legal person (QGYSZFZ No.101165) [the registered number has been altered as
440301501122085] with the registered capital of RMB551, 347,947.00.
(II) Business Scope and Operation
The Company belongs to the machinery manufacture industry and mainly engages in the production and assembly of various bicycles
and spare parts, components, parts, mechanical product, sport machinery, fine chemicals, carbon fiber composites material,
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深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
household electrical appliance and affiliated components (products management by license excluded).
The Company is specialized in making the middle-top rank bicycles, the main brands are
EMMELLE and various electrical bicycles.
The majority of its products were previously exported, however, the sales volume sharply declined in recent years because of the
antidumping litigation. Hence, the Company commences on the debt reorganization and makes greater efforts to
develop and research the new products, and creates a range of electrical bicycles to occupy the domestic market.
II. Compilation Basis of Financial Statement
The Company proceed on continue operating as a premise, according to the actual occurred transactions and events, based on
Accounting Standard for Enterprise—Basic issued by Financial Department on 15 February 2006 and “Item 38”-Details of
Accounting Standard, and Application Guide of Accounting Standard for Enterprise issued subsequently, the Accounting Standard for
Enterprise—Explanation and other relevant regulations to prepare financial statements.
Accounting records of the Company is based on accrual basis in line with relevant regulations of Accounting Standards for Enterprise.
Except for some financial instruments, the financial statement is calculated based on historical cost.
III. Announcement for Following the Enterprise Accounting Standards
The financial statement complied by the Company pursuant to the foresaid compilation basis truly and fully reflects such related
information as financial status, operation achievement and cash flows.
IV. Main Accounting Policy and Accounting Estimate
1. Accounting Period
The company adopts Gregorian calendar as accounting period, namely form each 1 January to 31 December.
2. Standard Accounting Currency
The Company adopts Renminbi as the standard accounting currency.
3. Accounting Treatment Method for Business Combinations
Business combination is the transaction or events that two or two above independent enterprises combined as a reporting entity.
Business combination including enterprise combined under the same control and business combined under different control.
(1) The business combination under the same control
The Company conducts accounting treatment for the business combination under the same control under equity method. The assets
and liabilities that acquired by the acquirer in a business combination shall be measured on the basis of their original carrying amount
in the acquiree on the acquisition date, except for the necessary adjustment made for different accounting policies. As for the
difference between the carrying value of the combination consideration (or the total par value of the shares issued) and the carrying
value of the net assets acquired through the business combination is used to adjust the capital reserve. In case that the capital reserve
is insufficient to off set, then retained earnings shall be adjusted.
The intermediate expenses occurred by the Company as combining party for the business combination (including the expenses for
audit, legal services, appraisal consultant and other related administrative expenses), shall be recorded into the profits and losses at
the current period. Bonds issued for business combination or fees or commissions paid for assuming other liabilities shall be recorded
in the initial measurement amount of the bonds issued and other liabilities. Fees or commissions occurred by issuance of equity
securities shall be used to reduce the premium income of equity securities. In case that the premium income is insufficient to offset,
then retained earnings shall be off set.
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深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
(2) The business combination not under the same control
The Company conducts accounting treatment for the business combination not under the same control under purchase method. The
combination cost represents the fair value of the cash or non-cash assets paid, liabilities assumed and equity securities issued by the
Company for acquiring the control over the acquiree. The intermediate expenses occurred by the Company as acquirer for the
business combination (including the expenses for audit, legal services, appraisal consultant and other related administrative expenses),
shall be recorded into the profits and losses at the current period. The transaction expense of the equity securities or debt securities
issued by the Company as combination consideration shall be recorded in the initial recognition amount of equity securities or debt
securities.
The combination cost confirmed as at the acquisition date shall be deemed as the initial investment cost of the long term equity
investment acquired from the business combination not under the same control. The Company realizes and measures the identified
assets and liabilities acquired from the combination not under the same control at their fair value as of the acquisition date. If the
combination cost is greater than the fair value of the net identifiable assets of the acquiree acquired through combination, then the
relevant difference shall be confirmed as goodwill. If the combination cost is less than such fair value, then the relevant difference
shall be recorded in current profits and losses after review.
4. Compilation of Consolidated Financial Statements
(1)Confirmation bases for consolidation scope
Based on control, the Company takes the Company and all of its subsidiaries into the consolidation scope of financial report.
As for the subsidiaries increased through business combination under the same control during the reporting period, the Company
consolidates such subsidiaries from the very beginning for reporting of financial statement to the end of the reporting period. As for
the subsidiaries increased through business combination not under the same control during the reporting period, the Company
consolidates such subsidiaries from the acquisition date to the end of the reporting period. As for the subsidiaries reduced due to
disposal during the reporting period, the Company stops consolidation of such subsidiaries since the disposal date.
(2)Preparation method of consolidated financial statement
The consolidated financial statements are prepared by the Company based on the individual financial statement of the Company and
subsidiaries by reference to other related information after adjustment to the long term equity investments of the subsidiaries at
equity method. When preparing consolidated financial statements, the Company makes necessary adjustments to the financial
statements of subsidiaries which have different accounting policies and accounting periods according to the unified requirements of
the Company. The internal transactions or issues and internal liabilities between the subsidiaries within consolidation scope are
written off. The shareholders equity of subsidiaries not attributable to the parents shall be separately listed under the item of
shareholder equity as minority equity in consolidated financial statement. Where the current losses shared by minority shareholders
of subsidiary exceed the owners equity of such subsidiary shared by minority shareholders as at the year begin, the balance shall be
used to off set minority equity.
5. Determination standards for cash equivalents
When preparing cash flow statement, the Company determines such investments with the following four conditions including short
terms (matured within 3 months since the acquisition date), high liquidity, easy to convert to cash with known amount as well as
minor value change risks as cash equivalents.
6. Foreign currency business and foreign currency statement translation
(1)Foreign currency business
The foreign currency business shall be translated to the functional currency amount at the spot exchange rate on the transaction date.
As at the balance sheet date, items denominated in foreign currency are translated under the spot rate of the balance sheet date or
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深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
exchange rate approximate to the spot rate. The translation differences arising from the difference between the spot rate of the
balance sheet date and the spot rate of the initial realization date or the previous balance sheet date is recorded in finance expense;
foreign non-monetary items measured at historical cost are still translated at the spot rate of the transaction date; foreign
non-monetary items measured at fair value are translated at the spot rate of the date when fair value is determined. The difference
between the functional currency amount after translation and the original functional currency amount is recorded in current profits
and losses as income from change of fair value, while the translation differences related to foreign non-monetary items available for
sale shall be recorded in capital reserve.
(2) Foreign currency statement translation
When translating the foreign currency financial statements of the overseas subsidiaries by the Company, the assets and liabilities
items in the balance sheet are translated at the spot rate of the balance sheet date. As for shareholders’ equity items, items are
translated at the spot rate of the occurrence date other than the item of “undistributed profit”; in income statement, income and
expense items are translated at the spot rate of the transaction occurrence date or the exchange rate approximate to the spot rate; in
cash flow statement, all items are translated at the spot rate of the cash flow occurrence date or the exchange rate approximate to the
spot rate. The affect amount on cash from change of exchange rate is used as an adjustment item which is separately listed in the cash
flow statement as “affect of cash and cash equivalents from change of exchange rate”.
Since foreign currency financial statement translation would occur differences, such differences are separately listed in the
shareholders’ equity in consolidated balance sheet as “foreign currency statement translation difference”.
7. Financial instruments
Financial instrument represent such contract pursuant to which financial assets are formed for an enterprise and financial liabilities or
equity instruments are formed for other entities.
(1)realization and de-realization of financial assets and financial liabilities
The Company realizes financial assets or financial liabilities when it becomes a party to financial instrument contract.
Financial assets are de-realized when any of the following conditions is satisfied:
① Contract right to receive cash flow from such financial assets terminates;
② Such financial asset has been transferred and complies with the derealization condition in respect of financial assets transfer.
Where the prevailing obligations of the financial liabilities are released in whole or in part, the financial liabilities shall be de-realized
or only part of it.
(2) classification and measurement of financial assets and financial liabilities
Financial assets and financial liabilities of the Company are divided into the following 5 groups at the initial recognition: financial
assets and financial liabilities at fair value through current profits and losses, held-to-maturity investment, account receivables,
financial assets available for sale and other financial liabilities. financial assets and financial liabilities are measured at fair value at
initial recognition. As for financial assets and financial liabilities at fair value through current profits and losses, the related
transaction expenses are recorded in current profits and losses directly, and the related transaction expenses of other financial assets
and financial liabilities are recorded in their initial recognition amounts.
①financial assets and financial liabilities at fair value through current profits and losses
Financial assets and financial liabilities at fair value through current profits and losses comprise of transactional financial assets or
financial liabilities and those which are directly designated as financial assets and financial liabilities at fair value through current
profits and losses. Transactional financial assets mainly represent the stocks, bonds, funds and derivatives not use as effective hedge
instrument held for disposal in a short term or financial liabilities assumed due to recent repurchase. Those which are directly
designated as financial assets and financial liabilities at fair value through current profits and losses are mainly designated by the
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深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Company based on the requirements for risk management and strategy investment.
This kind of financial assets and financial liabilities are subsequently measured at fair value. In addition to be used as effective hedge
instruments, all realized and unrealized profits and losses of this kind of financial assets and financial liabilities are recorded in
current profits and losses.
②held-to-maturity investment
Held-to-maturity investment represents the non derivative financial assets such as fixed rate national bunds or floating rate corporate
bunds which have fixed expiration date, fixed or determinable recoverable amount and for which the Company has definite plan and
ability to hold until maturity.
During the holding period, the Company measures the held-to-maturity investments at effective interest method under amortized cost.
Gains or losses arising from impairment, amortization or derealization of held-to-maturity investment shall be recorded in current
profits and losses. When disposing held-to-maturity investment, the difference between the amount received from such disposal and
the carrying value of such investment shall be recorded in investment income.
③account receivables
Account receivables represent the creditor’s right such as account receivables formed from sales of goods and provision of labor
services, including account receivables, other receivables and long term receivables, etc.
Account receivables are initially measured at the contract or agreement amount receivable from the purchaser, and are measured at
the effective interest method under amortized cost during the holding period. When recovered or disposed, the difference between the
amount received and the carrying value of the account receivables shall be recorded in current profit and loss.
④financial assets available for sale
Financial assets available for sale represent the non-derivative financial assets designated as available for sale at initial recognition
and those financial assets other than the aforesaid three kinds of financial assets. As for this kind of financial assets, the Company
conducts subsequent measurement at fair value, whose depreciation and premium is amortized at effective interest method and which
is realized as interest income. Except for impairment loss and exchange difference of foreign monetary financial assets which are
realized as current profit and loss, change of fair value of financial assets available for sale shall be realized as a separate part of
capital reserve until such financial assets are de-realized or impaired, and the accumulative gains or losses realized in capital reserve
previously shall be transferred to current profit and loss. Dividends or interest income relate to financial assets available for sale shall
be recorded in current profit and loss
⑤other financial liabilities
Other financial liabilities represent those which are not grouped at fair value through profit and loss.
The Company measures other liabilities at amortized cost or cost. Gains or losses arising from other financial liabilities upon
amortization and derealization shall be recorded in current profit and loss.
(3)transfer of financial assets
①The Company would de-realizes such financial assets in case that it transfers nearly all the risks and remunerations entitled to the
ownership of the financial assets to the transferee or it neither transfer nor retain nearly all the risks and remunerations entitled to the
ownership of the financial assets while gives up the control over such financial assets.
②If the derealization conditions are met in respect of whole transfer of financial assets, then the difference between the followings
shall be recorded in current profit and loss:
A. Carrying value of the assets transferred;
B. The sum between the consideration received for transfer and accumulative fair value change which shall be recorded in owners’
equity directly.
③If the derealization conditions are met in respect of transfer of part of financial assets, the whole carrying value of the assets
transferred shall be allocated to the realized part and de-realized part based on the respective fair values. And the differences between
the two amounts shall be recorded in current profit and loss:
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深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
A. Carrying value of the de-realized part;
B.The sum between the consideration for the de-realized part and the accumulative fair value change corresponding to the de-realized
part which was previously recorded in owners’ equity directly.
④If transfer of financial assets don’t meet condition for de-realization, the financial assets shall be continually realized. The
consideration received shall be confirmed as financial liabilities.
⑤as for the transfer of financial assets at constant involvement method, the Company realizes financial assets and meanwhile
financial liabilities based on the degree of the involvement.
(4)determination of fair value of financial assets and financial liabilities
①fair value of financial assets or financial liabilities which have active market is determined based on the quotation in the active
market;
②as for financial instruments which have no active market, the Company determines its fair value by evaluation technology.
(5) Impairment test for financial assets (excluding account receivables)
The Company reviews the carrying value of financial assets (excluding account receivables) as at balance sheet date. If there is
objective evidence showing impairment occurs, it shall provide impairment reserve.
①held-to-maturity investment
Impairment losses are calculated based on the difference between the carrying value and the present value of predicted future cash
flow. For details, please refer to the measurement treatment for impairment losses of account receivables.
If there is objective evidence showing the value of financial assets has been recovered which is related objectively to the issues
occurred after recognition of such losses (such as enhancement of the credit rating of debtor), the impairment losses previously
realized shall be written back and recorded in current profit and losses. However, the carrying value after such written-back shall not
exceed the amortized cost of the financial assets as at the written-back date assuming no impairment reserve is provided.
②financial assets available for sale
If there is objective evidence showing fair value of financial assets available for sale decreases greatly, and it is predicted that the
decline trend is not temporary, the financial assets is deemed to be impaired and impairment loss shall be realized. If financial assets
available for sale experience impairment, the Company shall take out the accumulative losses arising from decrease of fair value
which was directly recorded in owners’ equity previously to record in impairment losses when realizing impairment losses. The
accumulative losses taken out equal to the initial acquisition cost of the financial assets available for sale less the principal recovered
and amortized amount, prevailing fair value and impairment losses previously recorded in profit and loss.
As for the debt instruments for which impairment losses have been realized, if its fair value increases in subsequent accounting
periods which is objectively related to the issues occurred after the realization of previous impairment losses, the previously realized
impairment losses shall be written back and recorded in current profits and losses. The impairment losses occurred by investment of
equity instruments available for sale shall be written back through equity while not through profit and losses if the value of such
equity instrument increases.
8. Account Receivable
Account receivable including accounts receivable and other receivables etc.
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深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
(1) Account Receivable Withdrawal method on single significant amount and with bad debt provision accrued for single item
Standards for the determination on account receivable with single
significant amount based on business scale, business nature and
Determine basis or amount standards for Single Significant settlement status of the clients:
Amount The account receivable over RMB 5 million(including RMB 5
million) at period-end
An impairment test shall be made on the financial assets with
significant single amounts. The impairment-related losses shall
Withdrawal method on single significant amount and with
be recognized to prepare the provisions for bad debts according
bad debt provision accrued for single item
to the balance between the future present value and the book
value.
(2) Bad debt provision for account receivable withdrawal by combination:
Basis for combination determine: characteristic of credit risk
Item Accrued method
Age analysis method: determined the impairment losses and bad
Age group—account receivable with same book age owns
debt provision accrued by age and regulated withdrawal
similar characteristic in credit risk
proportion of the account receivable
Adopt age analysis method for bad debt provision withdrawal in combination:
Accrued ratio for other account receivable
Age Accrued ratio for account receivable (%)
(%)
Within I year (1 year included)
0.3 0.3
1-2 years
0.3 0.3
2-3 years
0.3 0.3
Over 3 years
100 100
(3) Account receivable with minor single amount but with withdrawal bad debt provision for single item:
Reasons of withdrawal bad debt
Clearly evidence shows that the account hard to recover
provision for single item
Withdrawal method for bad debt Recognized impairment loss and accrued the bad debt provision according to the balance
provision between future cash flow on account receivable and its book value
9. Inventory
(1) Classification of inventory
The inventory of the Company refers to such seven classifications as the raw materials, product in process, goods on hand, wrap page,
low value consumables, materials for consigned processing and goods sold.
(2)Valuing of the delivered inventory
The Company adopts the historical cost for obtaining or the planned cost to value the inventory according to its actual situation, and
weighted average method for the issued inventory.
(3) Confirmation of net realizable value for the inventory and provision for inventory impairment
The net realizable value for the inventory refers to, in the course of general operation, the estimated amount with deducting the
estimated cost, estimated sales expense and related taxes from the estimated sales price.
Provision for inventory impairment: Based on making an overall check of the inventory at the middle and end of the year, the
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深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Company measures the whole or partial out-of-dated inventory or the inventory with extremely lower price according to the cost or
the net realizable value, whichever is lower; and withdraws the impairment provisions for the single inventory according to the
balance between the net realizable value and the cost and recorded into the profits and losses of current period. In addition to the
holding purpose and the price and cost fluctuation as of the balance sheet date, the Company shall take into the future event account
when confirming the net realizable value.
(4)Rake inventory
In addition to the periodic inventory system for the products, the Company adopts the perpetual inventory system for other
inventories.
(5) Amortization method for the low-value consumables and wrappage
The Company adopts one-off amortization method to amortize the low-value consumables.
The Company adopts one-off amortization method to amortize the wrappage at the time of receipt.
10. Long-term equity investment
(1)Determination of investment cost
①long term equity investment acquired through business combination under the same control
As for the long term equity investment acquired through business combination under the same control, share of the carrying value of
net assets of the acquiree as at the combination date adjusted according to the accounting policies of the Company is deemed as the
initial investment cost.
②long term equity investment acquired through business combination not under the same control
As for the long term equity investment acquired through business combination not under the same control, combination cost
determined on the acquisition date shall be deemed as initial investment cost.
In case that business combination not under the same control is realized through several transactions step by step, the sum between
the carrying value of the equity investment held in the acquiree before the acquisition date and the new investment cost as at the
acquisition date shall be deemed as initial investment cost.
③long term equity investment acquired by other means
As for the long term equity investment by cash payment, the purchase amount actually paid shall be deemed as initial investment
cost.
As for the long term equity investment by issuance of equity securities, the fair value of the equity securities issued (excluding the
declared while not granted cash dividends or profits received from investee) shall be deemed as initial investment cost.
As for the long term equity investment made by investor, the value as agreed by investment contract or agreement shall be deemed as
initial investment cost, provided that the value as agreed by contract or agreement shall be fair.
With the preceding conditions that non-monetary assets exchange has business nature and the fair value of assets exchanged in or out
can be measured reliably, the initial investment cost of the long term equity investment acquired through non-monetary assets
exchange is determined based on the fair value of the assets exchanged out, unless there is definite evidence showing the fair value of
the assets exchanged in is more reliable. Non-monetary assets exchange not satisfying such preceding conditions, the carrying value
of assets exchanged out and relevant tax payables are deemed as initial investment cost of the long term equity investment acquired.
As for long term equity investment acquired through debt reorganization, its initial investment cost is determined based on fair value.
(2)Subsequent reckoning as well as profits and loss determination method
Investments in subsidiaries and long term equity investment in investee which the Company has no common control or significant
influences and no quotation in active market and for which the fair value can’t be measured reliably are calculated at cost method.
Long term equity investment in investee which the Company has common control or significant influences is calculated at equity
method.
When calculating long term equity investment at equity method:
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深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
① If the initial investment cost of long term equity investment is greater than the share of fair value of the net identifiable assets of
investee upon investment, the initial investment cost of long term equity investment shall not be adjusted; If the initial investment
cost of long term equity investment is lesser than the share of fair value of the net identifiable assets of investee upon investment, the
difference shall be recorded in current profit and loss and meanwhile cost of long term equity investment shall be adjusted.
② Upon acquisition of long term equity investment, the Company shall confirm investment profit or loss and adjust the carrying
value of long term equity investment based on the proportion of the net profit and loss realized by the investee it shall share or
assume. Confirmation for the proportion of the net profit and loss realized by the investee it shall share or assume is based on the fair
value of the various identifiable assets of the investee upon acquisition of the investment with offset of the unrealized profit and loss
of the internal transactions with associates and joint ventures attributable to the Company based on its shareholding proportion (if the
unrealized internal transaction loss belongs to assets impairment loss, it shall confirm in full) and adjustment to the net profit of the
investee under the accounting policies and accounting periods of the Company.
③confirmation of net loss in investee shall be within the limit of zero of the carrying value of long term equity investment and other
long term equity which substantially constitutes net investment in investee, while except for the obligations to assume additional
losses as agreed in contract or agreement. If investee realizes net profit in future, the Company would resume confirmation of income
shares after the compensation of unrealized loss shares with its income shares.
④carrying value of long term equity investment shall be offset accordingly with the attributable profit or cash dividends declared by
investee.
⑤as for other changes in owners’ equity (other than net profit and loss) of the investee, the Company calculates the part it should
share or assume according to the shareholding proportion provided that such proportion remains unchanged, adjusts carrying value of
the long term equity investment and increases or decreases capital reserve accordingly.
If the investee is still an associate or joint venture of the Company after reduction of the shareholding proportion, the Company will
continue to calculate the remaining investment at equity method, and carry forward the gains or losses previously realized in other
comprehensive income (capital reserve) to current profit and loss at the same proportion as it disposes the investment.
If the investee is still an associate or joint venture of the Company after increase of the shareholding proportion, the Company will
continue to calculate the investment at equity method under the new shareholding proportion. On the new investment date, the
difference between the new investment cost and the share of fair value of net identifiable assets of investee as calculated under the
new shareholding proportion shall be treated according to the aforesaid principle; the difference between the original carrying value
of the long term equity investment upon acquisition of new investment and the share of fair value of net identifiable assets of investee
as calculated at the shareholding proportion (namely the shareholding proportion after investment increase less the new additional
shareholding proportion) shall be used to adjust the carrying value of long term equity investment and capital reserve.
(3)The basis for the co-control over and material influence on the invested unit
① Judgment for common control
Common control means any joint venture party can not control the production and operation of the joint venture separately, and
decision involving the basic operation activity of the joint venture requires unanimous consent from all the joint venture parties.
② Judgment for significant influence
Significant influences represent an entity is entitled to the decision making in respect of the financial and operational policies of an
enterprise, while it is not entitled to control the establishment of these policies separately or with other parties. In case that the
Company holds, directly or indirectly by subsidiary, more than 20% (20% included) while less than 50% voting shares of an investee,
it is deemed to have significant influences over the investee unless there is obvious evidence showing that the Company can’t
participate in the production and operation decision making thus no significant influence can be formed in such situation. In case that
the Company holds less than 20% (20% excluded)voting shares of investee, it is deemed to have no significant influences over the
investee, unless there is obvious evidence showing the Company can participate in the production and operation decision making of
the investee thus significant influence can be formed in such situation.
(4)Depreciation test method and depreciation allowance
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深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
As for the long term equity investment in subsidiaries, joint ventures and associates, the Company provides impairment reserve
according to the method as described in Note IV. 17.
As for the long term equity investment by which the Company has no common control or significant influence over the investee, and
where there is no quotation in active market and whose fair value can not be measured reliably, the Company provides asset
impairment reserve according to the method as described in Note IV. 7 (5).
11. Investment real estate
Investment real estate refers to the real properties for the purpose of rental or value increase or both. Investment real estate of the
Company including rented land use right, land use right on hand and ready for transfer after appreciation and rented buildings.
The Company initiated the investment real estate on the cost while obtained, and accrual depreciation or amortization by period
based on relevant regulation of fixed assets or intangible assets.
For the investment real estate adopting subsequent measures for cost mode, found Note IV -17 for the accrual method for assets
impairment
12. Fixed assets
(1) Fixed assets confirmation conditions
Fixed assets refer to the tangible assets for production of products, provision of labor, lease or operation, and with a service life in
excess of 1 financial year. Fixed assets shall be confirmed when meet the following conditions:
①Fixed assets’ related financial benefits shall flow into the Company;
②Their value can be measured.
(2) Depreciation methods for various fixed assets
Depreciation of fixed assets is provided under straight-line method. Fixed assets start to provide depreciation when it reaches the
condition for planned use, and stop provision of depreciation upon de-realization or classification to non-current assets held for sale
(other than the fixed assets which are provided with depreciation in full and for continued use and the land accounted in separate
calculation). Without consideration of impairment reserve, the Company determines the annual depreciation rates of various fixed
assets as follows based on the category of fixed assets, predicted use life and predicted residual value:
Categories Years of depreciation(years) Scrap value rate (%) Yearly depreciation rate (%)
Housing buildings
20 10 4.5
Machines and equipment
10 10 9
Office equipment
5 10 18
Electronic equipment
5 10 18
Transportation equipment
5 10 18
Other equipment
5 10 18
(3) Depreciation test method and depreciation allowance method for fixed assets
Depreciation allowance method for fixed assets of the Company was been shown on Note IV-17.
(4) Determination and evaluation method for fixed assets financed by leasing
The lesser of the fair value of leased assets and present value of the minimum lease payment is taken as the accounting value of the
leased assets on the starting date of the lease.
42
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
As for the fixed assets leased under financing lease, if it is reasonable to confirm that the Company can acquire the ownership of the
leased assets upon expiration of the lease term, the Company provides depreciation of the leased assets within the useful period; if the
ownership can not be confirmed, depreciation shall be provided at the lesser of the lease term and the useful period of the leased
assets.
(5) Other notes
①at the end of each year, the Company reviews the use life, predicted net residual value and depreciation method of fixed assets. In
case of any difference between the predicted use life and the previously estimated one, the Company would adjust the use life of
fixed assets; In case of any difference between the predicted net residual value and the previously estimated one, the Company would
adjust the predicted net residual value.
②as for the repair expenses occurred by fixed assets, if confirmation conditions for fixed assets are satisfied, the expenses shall be
recorded in fixed asset cost; and if the conditions are not satisfied, it shall be recorded in cost and expense of the current period when
it occurs.
③fixed assets decoration expenses satisfying capitalization condition: provide depreciation under straight line method during the
period of the lesser of the gap period between two decorations and use life of fixed assets.
13. Project under Construction
(1)calculation of construction in progress
The construction in progress is measured based on actual cost and calculated based on different projects.
(2)timing for construction in progress being carried forward to fixed assets
When construction in progress reaches condition for planned use, it shall be carried forward to fixed assets based on all actual
occurrences of expenditures for calculation. If construction in progress reaches condition for planned use while completion
settlement has not been proceeded, it shall be transferred to fixed assets at the estimated value based on project budget, construction
fee or actual cost since the date when condition for planned use is reached. Meanwhile, the Company would provide fixed assets
depreciation according to its depreciation policies. After proceed of such completion settlement, the Company would adjust the
previously estimated value based on actual cost, with no adjustment to the previous provision of depreciation.
(3)impairment reserve for construction in progress
Provision method for impairment reserve for construction in progress is set out in Note IV.17.
14. Borrowing Costs
(1)confirmation of capitalization of borrowing expenses
Assets qualifying for capitalization represent those fixed assets, investment property and inventory which require quite a long time of
purchase or production activities to reach the conditions for planned use or be ready for sale. Borrowing expenses include borrowing
interests, amortization of discount or premium, auxiliary expenses and exchange difference arising from foreign currency
borrowings.
The borrowing expenses of the Company which can be directly attributable to the purchase or production of the assets qualifying for
capitalization shall be capitalized and recorded in related assets cost; other borrowing expenses are confirmed as expenses upon
occurrence according to the occurrence amount and recorded in current profit and loss.
Borrowing expenses start to capitalize when the following conditions are met:
①assets expenditures, which include the expenditures occurred for purchasing or producing assets qualifying for capitalization
through payment of cash, transfer of non cash assets or assuming interest debts, have occurred;
②borrowing expenses have occurred;
③purchase or production activity for reach of the conditions for planned use or ready for sale has occurred.
43
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
(2)capitalization period of borrowing expense
Borrowing expenses occurred for purchasing or producing assets qualifying for capitalization shall be recorded in cost of the assets
when the assets reach conditions for planned use or be ready for sale; and the borrowing expenses occurred after the assets reach
conditions for planned use or be ready for sale shall be recorded in current profit and loss.
If abnormal interruption occurs during the purchasing or producing assets qualifying for capitalization and the interruption lasts over
3 months consecutively, the borrowing expenses shall stop capitalization temporarily. If part items are completed and available for
use separately when purchasing or producing assets qualifying for capitalization, such part of assets shall stop capitalization in
respect of their borrowing expenses.
(3)determination method of the capitalized amount of borrowing expenses
The Company calculates the capitalized amount of borrowing expenses per quarter.
Interest expenses (after deduction of the interest income obtained from the unused borrowing capitals as saved in bank or investment
income obtained from temporary investment) and auxiliary expenses of special borrowings are capitalized when the assets qualifying
for conditions purchased or produced reach conditions for planned use or be ready for sale.
The interest of general borrowings which should be capitalized is calculated based on the weighted average number of the capital
expenditure that the accumulative assets expenditure exceeding special borrowings multiplies the capitalization rate taken in general
borrowings. Capitalization rate is calculated based on the weighted average interest rate of general borrowings.
For discount or premium of borrowings, the Company determines the discount or premium amount that shall be amortized in each
accounting period under effective interest method and adjusts the interest amount for each period.
During the capitalization period, the exchange difference of principals and interests of foreign currency special borrowing shall be
capitalized and recorded in the cost of the assets qualifying for capitalization.
15. Intangible Assets
(1)initial measurement of intangible assets
The intangible assets of the Company are initially measured at effective cost. In case that the payment for purchasing intangible
assets defers out of the normal credit conditions and is of financing substantially, cost of the intangible assets is the present value of
the purchase payment.
As for the intangible assets acquired from debtor in debt reorganization to settle debt, the accounting value is determined based on
the fair value of such intangible assets. With the preceding conditions that non-monetary assets exchange has business nature and the
fair value of assets exchanged in or out can be measured reliably, the accounting value of the intangible assets exchanged in through
non-monetary assets exchange is determined based on the fair value of the assets exchanged out, unless there is definite evidence
showing the fair value of the assets exchanged in is more reliable. Non-monetary assets exchange not satisfying such preceding
conditions, the carrying value of assets exchanged out and relevant tax payables are deemed as cost of the intangible assets
exchanged in without confirmation of profit and loss.
(2)subsequent measurement of intangible assets
①useful life of intangible assets
The Company analyzes and judges the use life of the intangible assets upon acquisition. If the use life of intangible assets is definite,
the Company estimates the term of such use life or quantity of measurement unit such as production capacity that constitutes use life.
For intangible assets for which the term to bring economic benefit to the Company is unpredictable, the assets are deemed as those
with indefinite use life.
②amortization of intangible assets
44
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Intangibles assets with definite use life is amortized under straight line method within the predicted use life since the month where it
is acquired; intangibles assets with indefinite use life is not amortized and need impairment test at period end.
The Company reviews the use life and amortization method of intangibles assets and makes necessary adjustments at least at the end
of each year.
③in case that the Company predicts that intangible assets are impossible to bring economic benefit in future at period end, the
carrying value of the intangibles assets shall be transferred to current profit and loss in full.
④impairment of intangible assets
The provision method of impairment reserve for intangible assets is set out in Note IV. 17.
16. Long-term Deferred Expenses
Long term unamortized expenses represent the occurred expenses which should be shared by the current period and future periods
with term than one year. The long term unamortized expenses are averagely amortized during the benefit period, among which:
(1) Rental prepaid for operation lease for fixed assets shall be averagely amortized within the term as provided in the lease contract.
(2) Improvement expenditure of the fixed assets leased through operation lease shall be averagely amortized within the lesser of the
remaining lease term and the useful life of the leased assets.
(3) As for fixed assets leased through financing lease, the decoration expenses qualifying for capitalization shall be averagely
amortized within the lesser of the gap period between two decorations, the remaining lease term and the useful life of the fixed assets.
As for the long term unamortized expenses items which would not benefit the future accounting periods, the amortized value shall be
recorded in current profit and loss in full.
17. Assets impairment of non-financial non-current assets
Assets impairment in respect of the long term equity investment in subsidiaries, associates and joint ventures, investment property
which is subsequently measured under cost model, fixed assets, construction in progress, productive biological assets, intangible
assets, goodwill, proven oil natural gas mining equity and well and related equipments (other than inventory, investment property
measured under fair value model, deferred income tax assets, financial assets) is determined as follows:
(1)the Company judges on balance sheet date whether there exist indication for impairment of assets. If such indication exists, the
Company would estimate its recoverable amount and conduct impairment test. As for the goodwill arising from business combination,
intangible assets with indefinite use life and intangible assets for which the condition for planned use is not satisfied, whether h\there
is impairment indication, impairment test shall be conducted every year.
(2)recoverable amount is determined at the higher of the asset fair value less disposal expenses and the present value of the assets
predicted future cash flow. The Company estimates the recoverable amount based on single asset. If it is hard to estimate the
recoverable amount of single asset, the Company estimates the recoverable amount of the assets group where such single asset
belongs to.
(3)determination of assets group is based on whether the major cash inflow from one asset group is independent from the cash inflow
from other assets or assets group. When the recoverable amount of assets or assets group is lesser than its carrying value, the
Company would reduce the carrying value to recoverable amount, with the reduced amount recorded in current profit and loss, and
asset impairment reserve shall be provided accordingly.
(4)in respect of impairment test of goodwill, carrying value of the goodwill arising from business combination shall be allocated to
assets group under reasonable method since the acquisition date; if its is hard to allocate to related asset group, it shall be allocated to
the relevant asset group combination. The relevant asset group or asset group combination represents that which can benefit from the
synergy effects of business combination and which is not larger than the reporting segment of the Company.
45
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
In impairment test, if these exist impairment indication in asset group or asset group combination related to goodwill, impairment test
shall be firstly made in respect of the asset group or asset group combination without inclusion of goodwill, thus to calculate the
recoverable amount and realize the relevant impairment losses. Later, impairment test shall be made in respect of the asset group or
asset group combination with inclusion of goodwill, and make comparison between its carrying value and recoverable amount. If the
recoverable amount is lesser than its carrying value, the Company shall realize impairment losses of goodwill.
(5)once realized, asset impairment losses would not be transferred back in future account periods.
18. Accrued Liabilities
(1) The performance of the present obligations arising from pending lawsuits, product quality guarantee, loss contract and disposal
obligations of oil and gas assets may lead to outflow of economic benefits. If the obligations can be measured reliably, it shall be
confirmed as predicted liabilities.
(2) Predicted liabilities are measured initially based on the best estimate for the expenditures required for performance of relevant
present obligations with considerations of factors such as risks related to contingent issues, uncertainty and monetary time value. If
the influence of monetary time value is significant, the best estimate is determined with discount of the relevant future cash outflow.
(3) Oil and gas assets disposal obligations satisfying confirmation condition for predicted liabilities are confirmed as predicted
liabilities and record the original value of the relevant oil and gas assets. The amount equals to the present value of the predicted
future expenditure occurred according to the local conditions and relevant requirements.
(4) As for those not satisfying confirmation condition for predicted liabilities, the expenditures occurred for dismantle, relocation and
premise clearance upon disposal shall be recorded in current profit and loss as clearance expenses when actually occur.
19. Revenue
(1) Goods sales
Income from goods sales are realized when the following conditions are met: the major risks and remuneration entitled to the
ownership of goods are transferred to buyer; neither retain the continued management right generally related to ownership, nor
exercise effective control over the sold products; the relevant economic benefits are probable to flow into the Company; the relevant
income and costs can be measured reliably.
(2) Provision of labor service
If the result of labor service transaction provided on balance sheet date can be measured reliably, the result shall be confirmed under
completion percentage method. The total income from provision of labor services is determined based on the contract or agreement
amount received or receivable from the acceptor of labor services, provided that such contract or agreement amount received or
receivable shall be fair.
If the result of labor service transaction provided on balance sheet date can not be measured reliably, then it shall proceed as follows:
①if the occurred labor service cost can be compensated, the Company would confirm labor service provision income based on the
occurred labor service cost and carry forward the same to labor service cost.
②if the occurred labor service cost can not be compensated, the Company would record the occurred labor service cost in current
profit and loss without confirmation of labor service provision income.
(3) Transfer of assets use right
In case that the economic benefits related to transactions are probable to flow into the Company and amount of income can be
measured reliably, the income from transfer of asset use right is determined as follows:
①interest income shall be determined based on the time used by others for use of the monetary capital of the Company and effective
interest rate.
②use fee income shall be determined based on the charge time and method as agreed by the relevant contract or agreement.
46
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
20. Government Grants
Government grants comprise of those related to assets and those related to income.
(1) Confirmation and measurement of government grants
Government grants are realized where the conditions enclosed with the government grants is satisfied and the same can be received.
If government grants are monetary assets, they shall be measured based on the amount received or receivable; If government grants
are not monetary assets, they shall be measured at fair value; if fair value can not determined reliably, they shall be measured at
nominal amount.
(2) Accounting treatment for government grants
Government grants related to assets are realized as deferred income and allocated averagely in the use life of the relevant assets
which shall be recorded in current profit and loss.
Government grants measured at nominal amount are recorded in current profit and loss directly.
Government grants related to income which are used to make up for the relevant expenses and losses in future periods are realized as
deferred income and recorded in current profit and loss in the period when related expenses are realized; those which are used to
make up for the relevant occurred expenses or losses shall be recorded in current profit and loss directly.
21. Deferred tax assets / deferred income tax liabilities
According to the temporary differences between the carrying value of assets and liabilities as at the balance sheet date and tax bases,
the Company realizes deferred income tax under balance sheet debt method. Except for the goodwill adjustment arising from
business combination or deferred income tax related to the transactions or issues which should be recorded in owners’ equity directly
are recorded in owners’ equity, deferred income tax shall be recorded in current profit and loss as income tax expense.
The taxable temporary difference shall confirm the relevant deferred income tax liabilities, unless such difference occurs in the
following transactions:
(1)initial confirmation of goodwill, or initial confirmation of the assets or liabilities occurred in the transactions with the following
characteristics: the transaction is not business combination, and the occurrence of which neither affect accounting profit nor taxable
income;
(2)initial confirmation of the assets or liabilities occurred in the transactions with the following characteristics: the transaction is not
business combination, and the occurrence of which neither affect accounting profit nor taxable income;
(3)as for the taxable temporary differences related to investments in subsidiaries, joint venture and associates, the time for
transferring back the temporary difference is under control and it is probable that the temporary difference will not transfer back in
foreseeable future.
As for the deductible losses and tax deduction which can be used to deduct temporary difference and carried forward in future years,
the Company takes the future taxable income which can be obtained and used to deduct deductible temporary difference, deductible
losses and tax deduction as the limit to realize the arising deferred income tax assets, unless such deductible temporary difference
occurs in the following transactions:
(1)the transaction is not business combination, and the occurrence of which neither affect accounting profit nor taxable income;
(2)as for deductible temporary difference related to investments in subsidiaries, joint venture and associates, the Company realizes
the underlying deferred income tax assets when the following conditions are satisfied: temporary difference is probable to transfer
back in foreseeable future, and it is probable to obtain such taxable income to offset deductible temporary differences.
On balance sheet date, as for deferred income tax assets and deferred income tax liabilities, the Company measures the assets and
liabilities at the tax rate applicable in the period when the assets are recovered or the liabilities are settled. Meanwhile, the
measurements shall reflect the income tax effects from the methods of recovering assets or settling liabilities as at balance sheet date.
47
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
The Company reviews carrying value of deferred income tax assets on balance sheet date. If it is not probable to obtain sufficient
taxable income in future periods to offset the benefits of deferred income tax assets, the carrying value of deferred income tax assets
shall be reduced, with the reduction amount recorded in current income tax expenses. As for the deferred income tax assets
previously recorded in owners’ equity upon realization, the reduction amount shall also be recorded in owners’ equity. When it is
probable to obtain sufficient taxable income tax, the reduced carrying value of deferred income tax assets can be resumed.
22. Lease
The Company groups the lease by which all the risks and remunerations related to ownership of assets are transferred substantially as
financing lease and others are operation lease.
(1) Operation lease
①the lease payment paid for leasing assets is amortized under straight line method in the entire lease period without deduction of
lease-for-free period, and is recorded in current expenses. The initial direct expenses paid by the Company related to lease
transactions shall be recorded in current expenses.
If asset leaser assumes the lease related expenses which shall be assumed by the Company, the Company shall deduct such expenses
from the total rental and amortize based on the deducted rental expenses during the lease period and record in current expenses.
②the lease fee collected by the Company for assets lease is amortized under straight line method in the entire lease period without
deduction of lease-for-free period, and is realize as lease income. The initial direct expenses paid by the Company related to lease
transactions shall be recorded in current expenses; for significant amount, it shall be capitalized and recorded in current income in
phases under the same basis as realization of lease income in the entire lease period.
If the Company assumes the lease related expenses which shall be assumed by the lessee, the Company shall deduct such expenses
from the total rental income and allocate based on the deducted rental expenses during the lease period.
(2) Accounting treatment for financing lease
①assets leased by financing lease: the Company accounts the leased assets at the lower of the fair value of leased assets and present
value of the minimum lease payment on the inception date of the lease, and the minimum lease payment is deemed as the accounting
value of long term account payables, and the difference is taken as unrealized financing expenses.
The Company amortizes the unrealized financing expenses at effective interest rate method in the asset lease period and records in
finance expenses.
②assets leased out by financing lease: on the inception date of the lease, the Company realizes the difference between the sum of
financing lease account receivables and unguaranteed remaining value and its present value as unrealized financing income which is
conformed as lease income in future periods involving lease. The initial direct expenses occurred by the Company related to lease
transaction shall be recorded in the initial measurement of financing lease account receivables. And income realized in lease period
shall be reduced accordingly.
23. Assets held for sale
Non current assets satisfying the following conditions are grouped as assets held for sale: I. The Company has made resolution in
respect of the disposal of the non current assets; II. The Company has entered into irrecoverable transfer agreement with transfee; III.
The transfer would be completed within one year.
As for fixed assets held for sale, the Company shall adjust the predicted net residual value of the fixed assets to make the predicted
net residual value of fixed assets reflect the fair value less disposal expenses, while not exceeding the original carrying value of the
fixed assets when condition of held-for-sale is satisfied. The difference between the original carrying value and the adjusted predicted
net residual value shall be recorded in current profit and loss as asset impairment.
48
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Other non current assets such as intangible assets satisfying condition of held-for-sale are treated by reference to the above principles.
24. Staff remuneration
Staff salary, bonus, allowance, subsidy, welfare, social insurance and housing fund are realized in the accounting period when
employees provide services. As for those matured after one year from balance sheet date, if the discounted effect amount is
significant, it shall be listed with its present value.
25. Other preparation method on main accounting policies, accounting estimation and finial statement
No other preparation for accounting policies, accounting estimation and finial statement of the Company.
26.The main accounting policies, changes of accounting estimates
(1) Changes of accounting policies
No changes on accounting policies.
(2) Changes of accounting estimates
No changes on accounting estimates.
27. Prior period correction of accounting errors
No accounting error correction is available during the period of this report.
28. Significant accounting judgments and estimates
In the process of applying the accounting policies, due to the inherent uncertainties of the operating activities, the Company is
required to judge, estimate and assume the book value of the report items that cannot be measured accurately. These judgments,
estimates and assumptions are made on the basis of the historical experience of the Company's management and by considering other
relevant factors. These judgments, estimates and assumptions shall affect the reported amounts of the incomes, expenses, assets and
liabilities, the date of the balance sheet, and the disclosure of the liabilities. However, the results caused by the uncertainties of the
estimation may result in major adjustments to the book amount of the assets or liabilities to be affected in the future.
The Company has continuously evaluated the adopted significant accounting estimates and critical assumptions based on the
historical experience and other factors, including the reasonable expectations to the future events.
V. Taxes
Mai tax category and tax rate
Tax category Tax calculation evidence Tax rate
Sales income, and income from processing,
Value added tax maintenance, making repairs and supplying
replacements, and labor service 17%
Sales tax Taxable labor income
5%
Tax for maintaining and building
Amount of value-added tax and sales tax payable
cities 7%
Educational surtax Amount of value-added tax and sales tax payable
3%
Local educational surtax Amount of value-added tax and sales tax payable 2%
Property tax 70% of the original value of the property 1.2%
49
深圳中华自行车（集团）股份有限公司 2013 年度财务报表附注
Tax category Tax calculation evidence Tax rate
Business income tax Taxable income 25%
50
2013 年度财务报表附注
VI. Business Combination and Consolidated Financial Statements
1. Subsidiaries
(1) Subsidiaries obtained by means of establishment or investment, etc.
Balance of other
Legal items actually
Registrati Registered Type of the Organization
Full name Type Natureofbusiness Business scope representat forming the net
on place
capital enterprise code
ive investment in the
subsidiaries
RMB 2 Bicycle and parts distribution Limited
Shenzhen Emmelle Industry Co., Controlling
Shenzhen
Ltd. subsidiary million Liability Li Hai 72617897-5 -
Company
(Contd)
The balance after the parent company’s
Amount in minority owner’s equity writing down the excess
Proportion of interest used for of the current loss undertaken by
Proportion of Consolidated report
Full name shares held Minority’s equity writing down minority shareholders of the subsidiary Notes
voting power (%) statement or not
(%) minority gain and over the share enjoyed by minority
loss shareholders in the original owner’s
equity of the subsidiary
Shenzhen Emmelle Industry Co., Ltd. 70 70 Yea - - -
(2) The Company has no subsidiary obtained from combination with enterprises under the same control.
(3)The Company has no subsidiary obtained from combination with enterprises not under the same control.
37
2. No business entity of control right formed by special purpose subject or by means of trusted business or leasing etc.
3. Explanation on changes of consolidation scope
On 27 December 2013, the Civil Ruling Paper (2012) Shen Zhong Fa Po Zi No. 30-10, issued from Shenzhen Intermediate People’s
Court judging that reorganization plan of the Company was completed and closed the bankruptcy procedures for the Company.
According to the regulations of reorganization plan, the equity of Shenzhen Anjule Property Management Co., Ltd., China Bicycle
(International) Co., Ltd. and China Bicycle (Hong Kong) Co., Ltd. owned by the Company are considered as the non-major assets in
bankruptcy reorganization, and will dispose by the administrator pursuant to the law and distribute to creditors. In the reporting
period, the above mentioned three subsidiaries are no longer included in consolidation scope.
4. Entity newly included in consolidation scope and entity excluded in consolidation scope in the Period
(1) Entity newly included in consolidation scope and entity excluded in consolidation scope in the Year
①The Company have no new subsidiary, special-purpose entity and operation entity with controlling rights formed through entrust
operation or leasing included in consolidation scope in the Year
②Companies, special-purpose entity and operation entity with controlling rights formed through entrust operation or leasing
excluded in consolidation scope in the Year
Net profit from year-begin to disposal
Name Net assets on disposal date
date
Shenzhen Anjule Realty Management Co., Ltd. -21,591,569.52 -315,008.40
China Bicycle (International) Co., Ltd. -728,155.35 -11,205.99
China Bicycle (Hong Kong) Co., Ltd. -49,061,100.78 -8,882.21
5. No enterprise mergered under same control occurred in the period.
6. No enterprise mergered under different control occurred in the period.
7. No subsidiary losses in period by means of equity for sale without control rights held.
VII. Notes to Items in Consolidated Financial Statements
Unless otherwise state in the follow (including main item notes in financial statement) annotations, year beginning refers to 1 January
2013 while year-end refers to 31 December 2013
1. Monetary fund
Items Amount at the end of year Amount at the beginning of year
Original currency Conversi Amount in Original currency Conversi
Amount in RMB
on rate RMB on rate
amount amount
Cash on hand:
-RMB 48,495.10 1.00 48,495.10 112,771.51 1.00 112,771.51
43
-HKD 1,894.30 0.7862 1,489.36 1,894.30 0.81085 1,535.97
-USD 1.25 6.0969 7.62 1.25 6.2855 7.86
Bank deposit:
-RMB 26,784,179.51 1.00 26,784,179.51 51,704,996.49 1.00 51,704,996.49
-HKD 710,426.13 6.28550 576,049.03
Total 26,834,171.59 52,395,360.86
44
2. Notes receivable
(1) Classification of notes receivable
Amount at the end of Amount at the beginning
Category
year of year
Bank acceptance bill 1,627,810.00
Business acceptance bill
Total 1,627,810.00
(2) Notes with endorsement provided to other party but not post-dated of the Company of five top clients at the end of period:
Drawn by Date of drawl Expire date Amount Remark
Henan Daming Electric Bicycle Sales
Co., Ltd. 2013-07-16 2014-01-16 4,000,000.00 -
Henan Daming Electric Bicycle Sales
Co., Ltd. 2013-08-30 2014-02-28 4,000,000.00 -
Xi’an Beilin Fuxin Electric Car
After-Sale Service Department 2013-10-29 2014-04-29 4,000,000.00 -
Jinan YUSIGN Sales Co., Ltd. 2013-09-05 2014-03-05 3,900,000.00 -
Henan Daming Electric Bicycle Sales
Co., Ltd. 2013-11-13 2014-05-13 3,100,000.00 -
Total 19,000,000.00
Statement: amount of notes with endorsement provided to other party but not post-dated of the Company in the year was RMB
74,914,022.92.
3. Accounts receivable
(1) Exposure of accounts receivable by category:
Amount at the end of year
Category Book balance Bad debt provision
Proportion Proportion
Amount Amount
(%) (%)
Account receivable with single major amount but
withdrawal bed debt provision for single item
Account receivable withdrawal bad debt provision by
age combination 8,346,657.41 100.00 1,286,406.13 15.41
Account receivable with single minor amount but
withdrawal bed debt provision for single item
Total 8,346,657.41 100.00 1,286,406.13 15.41
(Contd)
Category Amount at the begin of year
Book balance Bad debt provision
45
Proportion Proportion
Amount Amount
(%) (%)
Account receivable with single major amount and
withdrawal bed debt provision for single item - - - -
Account receivable withdrawal bad debt provision by
age combination 1,042,707,561.67 100.00 1,036,705,398.73 99.42
Account receivable with single minor amount but
withdrawal bed debt provision for single item - - - -
Total
1,042,707,561.67 100.00 1,036,705,398.73 99.42
Interpretation to the category of accounts receivable:
According to the business scale, business nature, and customers’ settlement, etc., the account receivable with single big amount is
determined to be RMB 5 million. The account receivable with single big amount has no depreciation reserve, and the reserve for bad
and doubtful account is withdrawn with age analysis method.
(2) In combination, account receivable withdrawal bed debt provision by age analysis method:
Balance at year-end Balance at year-begin
Age Book balance Book balance
Bad debt
Bad debt provision Ratio
Amount Ratio (%) Amount provision
(%)
Within
1year 6,996,424.26 83.82 20,989.27 5,740,904.91 0.55 17,222.72
1-2 years
59,730.00 0.72 179.19 240,247.48 0.02 720.74
2-3 years
25,341.50 0.30 76.02 39,071.22 0.01 117.21
Over 3years
1,265,161.65 15.16 1,265,161.65 1,036,687,338.06 99.42 1,036,687,338.06
Total
8,346,657.41 100.00 1,286,406.13 1,042,707,561.67 100.00 1,036,705,398.73
(3)The accounts receivable at the report period don’t involve with the shareholder units holding over 5% (including 5%) voting
power of the Company.
(4) Top 5 units with an amount of account receivable
Proportion among
Relationship with the gross
Name Amount Period
the company accounts
receivable (%)
Customer I
Non-affiliated
customers 2,539,315.15 With 1 year 30.42
Customer II
Non-affiliated
customers 1,573,116.00 With 1 year 18.85
Customer III
Non-affiliated 1,264,992.96 With 1 year 15.16
46
customers
Customer IV
Non-affiliated
customers 486,006.60 With 1 year 5.82
Customer V
Non-affiliated
customers 457,042.70 With 1 year 5.48
Total 6,320,473.41 75.73
(5) No account receivable involving with affiliated parties in the report period.
(6) No account receivable with confirmation terminated in the report period.
4. Advance payment
(1) Listing of advance payment by age:
Amount at the end of year Amount at the beginning of year
Age
Amount Proportion (%) Amount Proportion (%)
1-2 years
3,748.01 2.11 460,658.05 55.50
2-3 years
173,888.48 97.89 369,298.08 44.50
Total
177,636.49 100.00 829,956.13 100.00
(2) The advance payment in the report period doesn’t involve with the shareholder units holding over 5% (including 5%) voting
power of the Company.
5. Other accounts receivable
(1) Exposure of other accounts receivable by category:
Balance at the end of year
Category Book balance Bad debt provision
Amount Proportio Amount Proportion
n (%) (%)
Other account receivable with single major amount and
withdrawal bed debt provision for single item
Other account receivable withdrawal bad debt provision
by age combination
107,821,659.25 100.00 426,229.56 2.76
Other account receivable with single minor amount but
withdrawal bed debt provision for single item
Total 100.00
107,821,659.25 426,229.56 2.76
(Contd)
47
Balance at the begin of year
Category Book balance Bad debt provision
Amount Proportio Amount Proportion
n (%) (%)
Other account receivable with single major amount and
withdrawal bed debt provision for single item - - - -
Other account receivable withdrawal bad debt provision
by age combination 556,674,958.58 100.00 533,207,289.71 95.78
Other account receivable with single minor amount but
withdrawal bed debt provision for single item - - - -
Total 556,674,958.58 100.00 533,207,289.71 95.78
Interpretation to the category of other accounts receivable:
According to the business scale, business nature, and customers’ settlement, etc., the other account receivable with single big amount
is determined to be RMB 5 million. The other account receivable with single big amount has no depreciation reserve, and the reserve
for bad and doubtful account is withdrawn with age analysis method.
(2) Exposure of other accounts receivable by age:
Amount at period-end Amount at period-begin
Age Book balance Book balance
Bad debt Bad debt
Amount Proportio provision Amount Proportion provision
n (%) (%)
Within
1year 107,372,923.73 99.58 261.54 470,811.60 0.08 1,419.08
1-2years
0 - 22,923,284.64 4.12 68,719.86
2-3years
22,836.00 0.02 68.50 144,144.00 0.03 432.43
Over
3years 425,899.52 0.40 425,899.52 533,136,718.34 95.77 533,136,718.34
Total
107,821,659.25 100.00 426,229.56 556,674,958.58 100.00 533,207,289.71
(3) The other accounts receivable in the report period don’t involve with the shareholder units holding over 5% (including 5%) voting
power of the Company.
(4) Top 5 units with an amount of other account receivable:
Proportion among
Relationship with the gross accounts
Name Amount Period
the company receivable - others
(%)
Administrator Non-related party 107,285,746.44 With 1 year 99.50
Total 107,285,746.44 99.50
6. Inventory
(1) Inventory classification
Amount at the end of year
Items
Book balance Depreciation reserve Book value
48
Amount at the end of year
Items
Book balance Depreciation reserve Book value
Raw materials 10,580.00 10,580.00
Low value and easily
worn-out articles 4,534,536.43 4,534,536.43
Merchandise inventory
Total 4,545,116.43 4,545,116.43
(Contd)
Amount at the begin of year
Items
Book balance Depreciation reserve Book value
Raw materials 41,879,466.18 35,572,510.46 6,306,955.72
Low value and easily
worn-out articles 24,498,798.60 13,626,271.72 10,872,526.88
Merchandise inventory 432,715.25 - 432,715.25
Total 66,810,980.03 49,198,782.18 17,612,197.85
(2) Changes of inventory depreciation reserve
Amount Decrease in the current period
Amount at the Amount at the end of
Inventory category withdrawn in the
beginning of year Carry-back Trans-sale year
current period
Raw materials
35,572,510.46 35,572,510.46
Merchandise
inventory 13,626,271.72 13,626,271.72
Total 49,198,782.18 49,198,782.18
7. Long-term equity investment
(1) Category of long-term equity investment
Item Amount at year-begin Increase in the year Decrease in the year Amount at year-end
Other equity investment 14,883,560.00 14,883,560.00
Less: impairment of
long-term equity investment 12,263,719.50 12,263,719.50
Total 2,619,840.50 2,619,840.50
49
(2) Details of long-term equity investment
Accountin Amount at Increase or Amount at
Invested unit Investment cost
g method year-begin decrease year-end
Shenzhen Jinhuan Printing Co., Equity
Ltd. * 14,883,560.00 14,883,560.00 -14,883,560.00
method
Total
14,883,560.00 14,883,560.00 -14,883,560.00
(Contd)
Interpretation to
Proportion of Proportion of discrepancy Depreciation Cash
shares held in voting power in between the Depreciation reserve withdrawn dividend
Invested unit invested units invested units proportion of shares reserve at the current for this
(%) (%) and voting power in period period
invested units
Shenzhen
Jinhuan
Printing Co.,
Ltd. * - - 12,263,719.50 -12,263,719.50
Total
- - 12,263,719.50 -12,263,719.50
8. Investment real estate
Investment real estate measured at cost
Amount at year-begi Increase in the current Decrease in the
Items n period current period Amount at year-end
I. Total original value 129,872,063.32 129,872,063.32
Houses and buildings
129,872,063.32 129,872,063.32
Land use right
-
II. Total accumulated
depreciation and
accumulated amortization 108,476,887.08 970,746.60 109,447,633.68
Houses and buildings
108,476,887.08 970,746.60 109,447,633.68
Land use right
-
III. Total depreciation
reserve
Houses and buildings
Land use right
-
VI. Total book value
21,395,176.24
Houses and buildings
21,395,176.24
50
Amount at year-begi Increase in the current Decrease in the
Items n period current period Amount at year-end
Land use right
-
Note: Depreciation and amortization in the Year was RMB 970,746.60.
Explanation on investment real estate: decrease of investment real estate in the Period mainly due to the assets disposal by
bankruptcy reorganization.
9. Fixed assets
(1) Fixed assets
Amount at year-b Decrease in the Amount at
Items egin Increase in the current period current period year-end
I. Total original book
value 109,973,366.12 480,229.06 109,282,142.55 1,171,452.63
Including: Houses and
buildings 103,054,579.44 103,054,579.44
Machinery and equipment
4,242,098.00 4,242,098.00
Means of transport
1,037,978.06 447,978.06 590,000.00
Electronic and
other equipment 1,638,710.62 480,229.06 1,537,487.05 581,452.63
II. Accumulated Accrued this
Newly added
period
depreciation
Total accumulated
depreciation 94,611,492.16 366,780.00 641,274.11 94,675,918.01 943,628.26
Including: Houses and
buildings 91,380,925.10 227,290.16 91,608,215.26 -
Machinery and equipment
1,278,540.74 324,794.90 1,603,335.64 -
Means of transport
885,410.91 60,235.12 393,934.10 551,711.93
Electronic and
other equipment 1,066,615.41 366,780.00 28,953.93 1,070,433.01 391,916.33
III. Total net book value 15,361,873.96 227,824.37
Including: Houses and
buildings 11,673,654.34
Machinery and equipment
2,963,557.26
Means of transport
152,567.15 38,288.07
Electronic and
other equipment 572,095.21 189,536.30
51
Amount at year-b Decrease in the Amount at
Items egin Increase in the current period current period year-end
IV. Total depreciation 2,391,674.23 2,391,674.23
reserve
Including: Houses and
buildings 1,580,000.00 1,580,000.00
Machinery and equipment
426,800.00 426,800.00
Means of transport
- -
Electronic and
other equipment 384,874.23 384,874.23
V. Total book value 12,970,199.73 227,824.37
Including: Houses and
buildings 10,093,654.34
Machinery and equipment
2,536,757.26
Means of transport
152,567.15 38,288.07
Electronic and
other equipment 187,220.98 189,536.30
Note: Depreciation in the Year was RMB 641,274.11.
(2) No asset with restricted ownership at the end of period
(3) No fixed assets left idle temporarily at the end of period
10. Intangible assets
(1) Intangible assets
Increase in the current Decrease in the current
Items Amount at year-begin period period Amount at year-end
I. Original book value Total
43,143,099.08 5,271,000.00 43,143,099.08 5,271,000.00
Land use right
43,143,099.08 43,143,099.08
Trademark 5,271,000.00 5,271,000.00
II. Total accumulated amortization 19,414,395.90 862,862.04 20,277,257.94
Land use right
19,414,395.90 862,862.04 20,277,257.94
Trademark
III.Total depreciation reserve
Land use right
52
Trademark
VI. Total book value 23,728,703.18 5,271,000.00
Land use right
23,728,703.18
Trademark 5,271,000.00
Note: Amount amortized in the current period is RMB 862,862.04.
Trademark in the Period increased mainly due to the cash equivalents free of paid to creditor for replaced from majority shareholder
Guocheng Energy.
(2) No intangible asset with restricted ownership at the end of period
11. Details of asset depreciation reserve
Decrease in the current period
Amount at Accrued this Carry-bac Trans-sale Amount at
Items year-begin period k year-end
I. Reserve for bad and doubtful
account 1,569,912,688.44 36,762.61 1,568,236,815.36 1,712,635.69
II. Inventory depreciation reserve 49,198,782.18 49,198,782.18
III. Impairment provision for
financial assets available for sale
IV. Impairment provision for
investment held-to-maturity
V. Depreciation reserve of
held-to-maturity investment 12,263,719.50 12,263,719.50
VI. Impairment provision for
investment real estate
VII. Depreciation reserve of
salable financial assets 2,391,674.23 2,391,674.23
VIII. Impairment provision for
engineering materials
IX. Impairment provision for
construction in process
X. Impairment provision for
productive biological assets
Including: Impairment
provision for mature productive
biological assets
XI. Impairment provision for oil
& gas asserts
53
Decrease in the current period
Amount at Accrued this Carry-bac Trans-sale Amount at
Items year-begin period k year-end
XII. Impairment provision for
intangible assets
XIII. Impairment provision for
goodwill
XVI.Other
Total 1,633,766,864.35 36,762.61 1,632,090,991.27 1,712,635.69
12. Short-term loan
(1) Classification of short –term loan:
Items Amount at the end of year Amount at the beginning of
year
Loan on security
223,574,555.28
Credit loan
132,221,552.65
Total
355,796,107.93
13. Accounts payable
(1) Details of accounts payable
Items Amount at the end of year Amount at the beginning of year
Within 1 year 9,679,002.89 12,482,380.28
1-2 years 256,717.84 243,077.59
2-3 years
Over 3 years 105,750,315.60
Total 9,935,720.73 118,475,773.47
(2)The accounts payable in the report period don’t involve with the shareholder units or amount of related party holding over 5%
(including 5%) voting power of the Company.
14. Account received in advance
(1) Details of account received in advance:
Items Amount at the end of year Amount at the beginning of year
Within 1 year 3,066,936.72 2,447,643.11
1-2 years 58,373.00 547,963.59
2-3 years 502,013.59
54
Over 3 years 10,664,592.85
Total 3,627,323.31 13,660,199.55
(2)The items received in advance in the report period don’t involve with the shareholder units or related party holding over 5%
(including 5%) voting power of the Company.
15. Wages payable
Amount at year-be Increase in the Decrease in the
Items gin current period current period Amount at year-end
I. Salary, bonus, allowance, and
subsidy 2,566,412.52 8,491,103.17 9,770,833.69 1,286,682.00
II. Employee benefit
167,553.99 167,553.99
III. Social insurance
437,880.37 437,880.37
IV. Public accumulation fund for
housing construction
206,855.70 206,855.70
V. Dismiss welfare 1,417,433.00 109,184.46 1,296,675.29 229,942.17
VI. Trade union outlays and
personnel education outlay 31,625,387.26 31,625,387.26
Total 3,983,845.52 41,037,964.95 43,505,186.30 1,516,624.17
Note: Dismiss welfare refers to the economic compensation for employees due to bankruptcy reorganization
16. Taxes payable
Items Amount at the end of year Amount at the beginning of year
Sales tax 67,744.68 451,932.63
VAT 596,142.27 54,432,329.55
Business income tax 93,002,221.34 33,753,125.02
Tax for maintaining and building cities 15,383.51 15,992.02
Extra charges of education funds 6,169.20 13,633.51
Individual income tax 31,172.70 14,851.01
Embankment charge 6,297.08 5,202.22
Housing property tax 53,122.79 7,293,642.64
Total 93,778,253.57 95,980,708.60
55
17. Interest payable
Items Amount at the end of year Amount at the beginning of year
Loan interest 230,575,685.75
Total 230,575,685.75
18. Other account payable
(1) Details of other accounts payable
Items Amount at the end of year Amount at the beginning of year
Within 1 year 26,451,724.68 48,393,010.94
1-2 years 8,503,010.21 11,905,625.18
2-3 years 2,793,311.04
Over 3 years 368,183,647.51
Total 34,954,734.89 431,275,594.67
(2) Operational loan without interest RMB 6.5 million payable to shareholder Guocheng Energy Co., Ltd., a unit holding over 5%
(including 5%) voting power of the Company.
(3) Other payable with major amount over one year account age mainly refers to the operational interest-free loans RMB 6.5 million
payable to Guocheng Energy Company and the quality guarantee received from suppliers
(4) Explanation on other payable with major amount
Name of the creditor Amount at year-end Nature or content
Administrator and common benefits debt 26,103,724.68 Common benefits debt and others
Guocheng Energy 6,500,000.00 loan without interest
Total 32,603,724.68
19. Non-current liability due within one year
Details of non-current liability due within one year
Items Amount at the end of year Amount at the beginning of year
Long-term loans due within one year 453,747,741.58
20. Other current liabilities
Items Amount at the end of year Amount at the beginning of year
Rent
521,639.87
Decoration fee
188,853.82
Others
1,620,656.38
56
Total 2,331,150.07
21. Accrued liabilities
Amount at year-be Increase in the Decrease in the Amount at
Items gin current period current period year-end
Loan guarantee for Zoria Pte LTD
78,087,000.00 - 78,087,000.00
Loan guarantee for Jintian Industry (Group) Co.,
Ltd. 50,000,000.00 - 50,000,000.00
Loan guarantee for Guangdong Shengrun Group
Co., Ltd. 30,042,810.00 - 30,042,810.00
Loan guarantee for Shenzhen Tianma Cosmetics
Co., Ltd. 8,000,000.00 - 8,000,000.00
Loan guarantee for Shandong Huajiaming
Economic Trading Co., Ltd. 83,142.92 - 83,142.92
Total
166,212,952.92 - 166,212,952.92
57
2013 年度财务报表附注
22. Share capital
Amount at year-begin Increase/ decrease (+, -) Amount at year-end
Shares
Item New shares Shares transferred
Amount Ratio issued presented Other Subtotal Amount Ratio
of public
reserve
I. Restricted shares
1. State-owned shares - - - - - - - - -
2. State-owned legal person’s - - - - - - - -
3. Other domestic shares 37,531,015.00 - - - - -37,531,015.00 -37,531,015.00 - -
Including: Domestic
non-state-owned legal
37,531,015.00 - - - - -37,531,015.00 -37,531,015.00 - -
person’s shares
Domestic natural person’s
- - - - - - -
shares
4. Foreign shares - - - - - - -
Including: Foreign legal
person’s shares - - - - - - -
Foreign natural person’s
shares - - - - -
5. Senior executives’ shares 11,572.00 -210.00 -210.00 11,362.00
37,542,587.00 - - - -37,531,225.00 -37,531,225.00 11,362.00 -
Total restricted shares
II. Unrestricted shares
67
2013 年度财务报表附注
Amount at year-begin Increase/ decrease (+, -) Amount at year-end
Shares
Item New shares Shares transferred
Amount Ratio issued presented Other Subtotal Amount Ratio
of public
reserve
1. RMB Ordinary shares 265,445,003.00 - - - 37,531,015.00 37,531,015.00 302,976,018.00 -
2. Domestically listed foreign
shares (B share) 248,360,357.00 - - - - 210.00 210.00 248,360,567.00 -
3. Overseas listed foreign
shares - - - - -
4. Others - - - - - - -
513,805,360.00 - - - - 37,531,225.00 37,531,225.00 551,336,585.00 -
Total unrestricted shares
551,347,947.00 - - - - - - 551,347,947.00 -
III Total shares
68
2013 年度财务报表附注
23. Capital reserve
Increase in the current Decrease in the current
Items Amount at year-begin period period Amount at year-end
Capital (share)premium
- - - -
Other capital reserve
486,589,213.20 141,230,696.92 627,819,910.12
Including: Benefit from liability
recombination 482,580,588.23 482,580,588.23
Other 4,008,624.97 141,230,696.92 145,239,321.89
Total 486,589,213.20 141,230,696.92 627,819,910.12
Explanation on capital reserve:
Increased in the Period mainly due to the shares assignment RMB 135,840,297.18 paid for creditors from all
shareholders and RMB 5,390,399.74 donated by majority shareholder Guocheng Energy
24. Surplus reserve
Increase in the current Decrease in the current
Items Amount at year-begin period period Amount at year-end
Statutory surplus reserve 32,673,227.01 32,673,227.01
Discretionary surplus reserve
Total 32,673,227.01 32,673,227.01
25. Retained profit
(1) Changes of retained profit
Proportion of withdrawal
Items Amount at this year Amount at last year
or distribution (%)
Undistributed profit of the previous year before
adjustment -2,780,061,643.62 -2,727,618,409.33 -
Total adjusted amount of retained profit at
beginning of the Year (increased with +,
decreased wit h-) - -
Undistributed profit at the beginning of year in -2,780,061,643.62 -2,727,618,409.33 -
69
2013 年度财务报表附注
Proportion of withdrawal
Items Amount at this year Amount at last year
or distribution (%)
the year after adjustment
Add: Net profit classed under the parent company
shareholders in the current period 1,575,223,894.89 -52,443,234.29 -
Surplus reserves cover the deficit - -
Other transfer-in - -
Less: Withdrawal of legal surplus reserve - 10
Withdrawal of free surplus reserve
- -
Common stock dividend payable
- -
Common stock dividend transferred into share
capital - -
Others -
Undistributed profit at the end of year -1,204,837,748.73 -2,780,061,643.62
26. Business income and business cost
(1) Business income and business cost
Items Amount at this year Amount at last year
Major business income
247,257,421.93 268,120,962.51
Other business income
23,854,314.14 24,706,064.04
Total business income 271,111,736.07 292,827,026.55
Major business cost
234,590,294.49 256,767,642.99
Other business cost
8,635,334.96 6,297,452.41
Total business cost 243,225,629.45 263,065,095.40
70
2013 年度财务报表附注
(2) Major businesses (by industry)
Amount at this year Amount at last year
Items
Business income Business cost Business income Business cost
Bicycle and parts distribution
244,489,081.79 231,878,075.06 265,722,390.44 251,645,509.84
Lease management
2,768,340.14 2,712,219.43 2,398,572.07 5,122,133.15
Total
247,257,421.93 234,590,294.49 268,120,962.51 256,767,642.99
(3)Major businesses (by variety)
Amount at this year Amount at last year
Name
Business income Business cost Business income Business cost
OEM motor vehicle
185,317,419.20 173,522,086.39 210,501,591.13 199,445,532.80
OEM Bicycle
58,193,514.66 57,050,201.15 51,856,029.98 49,016,414.60
CBC Bicycle
60,784.64 25,279.96 137,418.98 157,125.83
Others
917,363.29 1,280,507.56 3,227,350.35 3,026,436.61
Lease management
2,768,340.14 2,712,219.43 2,398,572.07 5,122,133.15
Total
247,257,421.93 234,590,294.49 268,120,962.51 256,767,642.99
(4) Main Business (by areas)
In RMB
Areas Amount at this year Amount at last year
Business income Business cost Business income Business cost
Shenzhen 4,749,881.14 4,434,223.71 2,398,572.07 5,122,133.15
Non-local 242,507,540.79 230,156,070.78 265,722,390.44 251,645,509.84
Total 247,257,421.93 234,590,294.49 268,120,962.51 256,767,642.99
(5) Business income of the Company’s top five customers
Period Total business income of the Company’s Proportion among the business income in
71
2013 年度财务报表附注
top five customers the same period (%)
205,810,690.34
2013 75.91
2012 232,180,069.80 79.34
27. Business tax and surcharge
Items Amount at this year Amount at last year
Sales tax 1,317,642.75 1,210,412.15
Tax for building cities 239,184.73 205,061.94
Educational surtax 189,101.40 146,472.77
Total 1,745,928.88 1,561,946.86
Note: taxation standards for vary business tax and surcharge found more in V. Tax
28. Sales expenses
Items Amount at this year Amount at last year
salary 3,420,253.11 4,380,392.34
Market promotion 1,258,938.01 249,816.85
AD charge 454,160.00 904,000.00
Business travel 443,084.40 530,194.10
Other 1,146,992.80 955,688.89
Total 6,723,428.32 7,020,092.18
29. Management expenses
Items Amount at this year Amount at last year
Salary 6,397,040.34 7,086,918.55
Charge of depreciation amortized 1,505,441.25 3,193,573.07
Reforming cost 70,732,704.23 4,687,208.05
Taxes 1,260,217.97 1,910,817.20
Entertainment charge 784,633.00 1,136,827.50
Charge for share listed 913,717.19 467,448.22
Other 4,221,325.76 6,661,574.02
72
2013 年度财务报表附注
Items Amount at this year Amount at last year
Total 85,815,079.74 25,144,366.61
30. Financial expenses
Items Amount at this year Amount at last year
Interest expenditure
- 48,407,705.61
Less: interest income
1,353,603.77 225,219.87
Gains/losses from exchange
12,474.33 2,907,691.69
Other 41,695.44 47,654.12
Total
-1,299,434.00 51,137,831.55
31. Asset depreciation loss
Items Amount at this year Amount at last year
Loss from doubtful accounts
36,762.61 98,924.25
Loss from inventory depreciation
Depreciation loss of salable financial assets
Depreciation loss of held-to-maturity
investment
Depreciation loss of long-term equity
investment - -
Depreciation loss of investment real estate
- -
Depreciation loss of fixed assets
- -
Depreciation loss of engineering materials
- -
Depreciation loss of engineering under
construction - -
Depreciation loss of productive biological
assets - -
Depreciation loss of oil-gas assets
- -
73
2013 年度财务报表附注
Items Amount at this year Amount at last year
Depreciation loss of intangible assets
- -
Depreciation loss of business credit
- -
Others
- -
Total
36,762.61 98,924.25
32. Investment income
Details of investment income
Items Amount at this year Amount at last year
Long-term equity investment income calculated by cost
Long-term equity investment income calculated by equity
Investment income from disposal of long-term equity 72,934,048.27
investment
Investment income obtained during the transactional financial
assets held
Investment income obtained during held-to-maturity investment
held
Investment income obtained during financial assets available
for sales held
Investment income obtained from disposal of transactional
financial assets
Investment income obtained from disposal of held-to-maturity
investment
Investment income obtained from disposal of financial assets
available for sale etc.
Other
Total 72,934,048.27
33. Non-operating income
Amount included in the
Items Amount at this year Amount at last year current non-recurring
profit and loss
Amount obtained from disposing non-current
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2013 年度财务报表附注
1,611,736,449.40 1,611,736,449.40
assets
Benefit from debt recombination 333,713,048.78 333,713,048.78
Non-monetary assets exchange gains
Donations accepted
Government subsidies
Fine and penalty income
Others 105,982.72 3,213,710.66 105,982.72
Total 1,945,555,480.90 3,213,710.66 1,945,555,480.90
34. Non-operating expenditure
Amount included in the
Items Amount at this year Amount at last year current non-recurring
profit and loss
Total loss from disposal of non-current assets
45,935.56 45,935.56
Including: Loss from disposal of fixed assets
45,935.56 45,935.56
Loss from disposal of intangible assets
Accrued liability 284,397,067.92 284,397,067.92
Donations to external
Fine and overdue fine
Others
52,047.00 139,100.01 52,047.00
Total 284,495,050.48 139,100.01 284,495,050.48
35. Income tax expenses
Items Amount at this year Amount at last year
93,000,059.74
Current income tax calculated by tax law and relevant
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2013 年度财务报表附注
regulations
Adjustment of deferred income tax
93,000,059.74
Total
36. Basic earning per share and diluted earning per share
The basic earnings per share are the results to divide the current net profits belonging to the Company’s common stock holders by the
weighted average of the issued common stock. The number of newly issued ordinary shares should be calculated and determined
issued from the receivable consideration day (It is generally the issue date of the stock) in accordance with the specific terms of the
contract.
The numerator of the diluted earnings per share should belong to the current net profits of the Company’s ordinary shareholders,
which is confirmed after adjusting the following factors: (1) the interests of dilutive potential ordinary shares that have been
confirmed as the expenses; (2) the earnings or costs generated when converting the diluted potential ordinary shares; and (3) the
impact of above adjustments to the related income taxes.
The denominator of the diluted earnings per share is equal to the sum of below two items: (1) the weighted average of the ordinary
shares that the parent company has issued in the basic earnings per share; and (2) the weighted average of the ordinary shares
increased by converting the assumed dilutive potential ordinary shares into the ordinary share.
When calculating the weighted average of the ordinary shares increased by converting the diluted potential ordinary shares into the
issued ordinary shares, assume the previously issued dilutive potential ordinary shares are converted at the beginning of the year; and
assume the dilutive potential ordinary shares issued in the current year are converted on the issue date.
(1) Basic EPS and diluted EPS
Amount at this year Amount at last year
Profit in the reporting period Basic earning per diluted earning per Basic earning per diluted earning per
share share share share
Net profit classed under the
Company’s common shareholders 2.8570 2.8570 -0.0951 -0.0951
Net profit classed under the -0.0014 -0.0014 -0.1007 -0.1007
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2013 年度财务报表附注
Company’s common shareholders
after deduction of non-frequent gain
and loss
(2)Calculation process of earning per share and diluted earning per share
The Company has no potential ordinary shares possessing dilution in the Period, thus, diluted EPS equals to basic EPS
①Current net profit attributable to common shareholders in calculation of basic EPS:
Items Amount at this year Amount at last year
Net profit attributable to common shareholders 1,575,223,894.89 -52,443,234.29
Including: net profit attributable to on-going operation 1,575,223,894.89 -52,443,234.29
Net profit attributable to discontinuing operation
Net profit attributable to common shareholders after deduction of
non-recurring gains/losses -760,014.40 -55,517,844.94
Including: net profit attributable to on-going operation -760,014.40 -55,517,844.94
Net profit attributable to discontinuing operation
②Denominator is the weighted common shares issued in calculation of the basic EPS:
Items Amount at this year Amount at last year
Number of common shares outstanding at year-beginning 551,347,947.00 551,347,947.00
Add: Weighted common shares outstanding in the Year
Less: Weighted common shares buy-back in the Year
Number of common shares outstanding at year-end 551,347,947.00 551,347,947.00
37. Notes to items in cash flow statement
(1) Other cash received related with business activities
Items Amount at this year Amount at last year
Rent, electric rate and water rate 23,856,389.01 23,515,168.25
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2013 年度财务报表附注
Items Amount at this year Amount at last year
Other current accounts 7,922,040.75 2,095,550.10
Total 31,778,429.76 25,610,718.35
(2)Other cash paid related with business activities
Items Amount at this year Amount at last year
Water and electricity expense 5,385,307.52 5,907,879.94
Restructuring costs 14,444,965.40 4,687,208.05
Expenses from AD promotion activities in market sales phase 3,271,397.32 2,611,520.37
Management expenses of listed fee, board of director’s
expenses and office expenses etc. 5,085,457.84 4,623,159.95
Expenses for property maintenance 2,650,243.01 533,988.50
Other current accounts 2,167,444.26 531,777.13
Total 33,004,815.35 18,895,533.94
(3) Cash paid related for other investment activities
Items Amount at this year Amount at last year
Cash decreased from disposal of subsidiary 1,233,179.43
Total 1,233,179.43
(4) Cash received from other financing activities
Items Amount at this year Amount at last year
Donation replacement amount received from Shenzhen
Guocheng Energy Investment Development Co., Ltd. 5,390,399.73
Loan from Shenzhen Guocheng Energy Investment 35,000,000.00
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2013 年度财务报表附注
Items Amount at this year Amount at last year
Development Co., ltd.
Total 5,390,399.73 35,000,000.00
(5) Cash paid related for other financing activities
Items Amount at this year Amount at last year
Loans paid to Shenzhen Guocheng Energy Investment
Development Co., Ltd. 35,000,000.00
Total 35,000,000.00
38. Supplementary data of cash flow statement
(1)Supplementary data of cash flow statement
Items Amount at this year Amount at last year
①Cash flow for business activities transferred from net profit:
Net profit
1,575,858,760.02 -52,126,619.65
Add: Asset depreciation reserve
36,762.61 98,924.25
Fixed asset depreciation, oil-gas asset depletion, and productive biological asset
depreciation
1,627,072.67 3,785,277.00
Amortization of intangible assets
862,862.04 862,862.04
Amortization of long-term fees to be apportioned
-
Loss from disposal of fixed assets, intangible assets and other long-term assets (filled
with “－” for benefit) -1,611,690,513.84 -
Loss from fixed assets reported discarded (filled with “－” for benefit)
-
Loss from change of fair value (filled with “－” for benefit)
Finical cost (filled with “－” for benefit)
25,831,645.36
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2013 年度财务报表附注
Items Amount at this year Amount at last year
Investment loss (filled with “－” for benefit))
-72,934,048.27 -
Decrease of deferred income tax asset (filled with “－” for increase)
-
Increase of deferred income tax liability (filled with “－” for decrease)
Decrease of inventory (filled with “－” for increase)
13,067,081.42 -3,301,769.57
Decrease of operating items receivable (filled with “－” for increase)
8,054,676.92 -2,206,224.77
Increase of operating items payable (filled with “－” for decrease)
56,907,178.57 20,029,331.79
Others
-
Net cash flow from business activities
-28,210,167.86 -7,026,573.55
②Important investment and financing activities not involving with cash income and
expenditure -
Capital transferred from liability
-
Convertible corporate bonds coming due within one year
-
Fixed assets rented by financing
③Net change of cash and cash equivalent:
Balance at year-end of cash
26,834,171.59 52,395,360.86
Less: Balance at year-begin of cash
52,395,360.86 24,546,601.39
Add: Balance at year-end of cash equivalent
-
Less: Balance at year-begin of cash equivalent
-
Net increase of cash and cash equivalent
-25,561,189.27 27,848,759.47
(2) Composition of cash and cash equivalent
Items Amount at the end of year Amount at the beginning of
year
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2013 年度财务报表附注
Items Amount at the end of year Amount at the beginning of
year
①Cash 26,834,171.59 52,395,360.86
Including: Cash on hand
49,992.08 114,315.34
Bank deposit available for payment anytime
26,784,179.51 52,281,045.52
Other monetary fund available for payment anytime
Due from China Central Bank for payment
Due from banks
Call loans to banks
②Cash equivalent
Including: Bond investment coming due within 3 months
① Balance at year-end of cash and cash equivalent 26,834,171.59 52,395,360.86
VIII. Related parties and related transactions
1. Parent company of the Company
Parent company Relationship Type Register place Legal Rep. Business nature
Shenzhen Guocheng Controlling LLC Shenzhen Ji Hanfei Investment
Energy Investment shareholder (wholly-owned industrial,
Development Co., Ltd. legal corporation) domestic business
and material
supply and
marketing
industry
(excluding the
monopolized
commodity under
special control)
(Cont.)
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2013 年度财务报表附注
Ratio of shareholding Ratio of voting rights Ultimate
Parent company Register place holds in the enterprise hold in the enterprise controller of the Organization code
(%) (%) enterprise
Shenzhen Guocheng RMB 70 million 11.52 11.52 Ji Hanfei 77411579-2
Energy Investment
Development Co., Ltd.
2. Subsidiary of the Company
Found more in 1. Subsidiary in VI.
3. Related-party transaction
(1) Donations received
On 23 December 2013, in line with the cash donation agreement signed between the Company and Shenzhen Guocheng Energy
Investment Development Co., Ltd. (Guocheng Energy), Guocheng Energy voluntary donates RMB 5.3904 million to the Company
for discharge creditors with equal assets of 70 percent equity of EMMELLE Company held by the Company, seven trademarks
owned by CBC and office electronic equipment of routine operations replaced.
(2) Remuneration for key managements (directors, supervisors and senior executives)
Section of annual remuneration Current Year Last Year
Total
Including: (numbers in every amount section)
[RMB 0.2 million above]
[under RMB 0.1 million]
4. Account payable/receivable to/from related parties
Account payable to related parties
Related parties Item Closing amount Opening amount
Shenzhen Guocheng Energy Investment
Development Co., Ltd. Other payables 6,500,000.00 6,500,000.00
IX. Contingency
The Company has no major contingencies need to disclosed up to 31st December 2013
X. Commitments
The Company has no major commitments need to disclosed up to 31st December 2013
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2013 年度财务报表附注
XI. Events after balance sheet date
1. On December 27, 2013, the company completed the reorganization plan and terminated the bankruptcy proceedings, and the
manager took charge of the unaccomplished matter of the reorganization program. In March, 2014, the manager disposed the
remainder of the non-essential assets of the reorganization, and the funds obtained from the disposition will be used to pay off the
creditors.
2. The impact generated by implementing the accounting standard newly issued or revised by the Ministry of Finance from 1st, July,
2014
In the beginning of 2014, the Ministry of Finance issued the "Accounting Standards for Business Enterprises No. 39 - Fair Value
Measurement", "Accounting Standards for Business Enterprises No. 30 - Presentation of Financial Statements (revision 2014)”,
"Accounting Standards for Business Enterprises No. 9 - Employee Remuneration (Revision 2014)", "Accounting Standards for
Business Enterprises No. 33 - Consolidated Financial Statements (Revision 2014)”, "Accounting Standards for Business Enterprises
No. 40 - Jointly Venture Arrangement", "Accounting Standards for Business Enterprises No. 2 - Long-term Equity Investments
(Revision 2014) " and "Accounting Standards for Business Enterprises No. 41 - Interests Disclosure in Other Entities" respectively
based on Cai Kuai [2014] No. 6, 7, 8, 10, 11, 14, 16, which are required to be implemented in all the enterprises which carry out the
Accounting Standards for Business Enterprises from 1st, July, 2014, and encourage the companies listed overseas to perform in
advance.
Since July 1st, 2014, the Company will start to implement the above-mentioned criteria and change the relevant accounting policies in
accordance with the provisions of the above-mentioned criteria. The followings are the main contents of the changes in accounting
policies:
①Accounting Standards for Business Enterprises No. 9 - Employee Remuneration (Revision 2014)" completely specified the
accounting treatment of post-employment benefits; the post-employment benefit plans are classified as defined contribution plans
and defined benefit plans. The defined contribution plans are the post-employment benefit plans that the enterprises no longer assume
the obligation after paying the fixed charges to the separate funds; the defined benefit plans are the post-employment benefit plans
except the defined contribution plans. The enterprises shall confirm the amounts to be paid as the liabilities by calculating based on
the defined contribution plans when the employees provide services for the enterprises, and reckon it in the current profit and loss or
the associated asset costs; for the defined benefit plans, the enterprises should calculate the obligations generated by the defined
benefit plans by adopting the unit method for the expected cumulative benefits and in accordance with the appropriate assumptions,
attribute them to the time that the employees provide services according to the formula determined by the defined benefit plans, and
reckon them in the current profit and loss, while the net indebtedness or the changes generated by the net indebtedness by
re-calculating the defined benefit plans shall be reckoned in other consolidated income. In addition, the revised criteria also enriched
the accounting treatment standards for the short-term remuneration, replenished the accounting treatment provisions for the
dismission welfare, and introduced other benefits for the permanent staff so as to completely standardize the accounting treatment of
employees’ benefits.
② "Accounting Standards for Business Enterprises No. 30 - Presentation of Financial Statements (revision 2014)” further
standardizes the presentation of the financial statements, and completely revised the going concern assessment, the normal operating
cycle, and the replenishment for the notes and disclosure contents, and defines the "The further information of profit statement of
which the costs are classified in accordance with the nature" as a mandatory disclosure. The standard requires to divide the other
consolidated incomes into two categories in the statements of other consolidated incomes: (1) The follow-up projects will not be
reclassified to the profits or losses; (2) The follow-up projects may be reclassified to the profits or losses when meet the specified
conditions.
③The consolidation scope of the consolidated financial statements should be confirmed on the basis of control in accordance with
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2013 年度财务报表附注
"Accounting Standards for Business Enterprises No. 33 - Consolidated Financial Statements (Revision 2014)”. The standard
establishes a single model to determine the existence of control, and specifies the three elements required to form the control to the
investees: (1) possesses the power over the investees; (2) enjoys the changeable returns by participating in the relevant activities of
the investees; (3) be capable of utilizing the power over the investees to affects its return amount. On this basis, this standard gives
more guidelines for judging the control power than the one. In accordance with the provisions of this standard, the management of
the Company needs to use the significant judgments to determine the control power over the investees.
④"Accounting Standards for Business Enterprises No. 40 - Jointly Venture Arrangement" standardizes the affirmation, classification
and accounting of one arrangement to the joint control with two or more participants. The joint venture arrangements are classified as
pooling of interests and cooperative enterprises in accordance with the rights and obligations of the joint venture parties. The joint
operations refer to the joint venture arrangements that the joint venture parties enjoy the underlying assets and assume the relevant
liabilities. The cooperative enterprises refer to the joint venture arrangements that the joint venture parties only enjoy the rights of the
net assets of this arrangement. This standard requires the joint venture parties to calculate the investments of the cooperative
enterprises by using the equity method, and affirm the assets (including the share of any assets held jointly), its liabilities (including
the share of any liabilities incurred jointly), the incomes (including the share of the incomes generated by the selling and output of
the joint operations, and the expenses (including the share of the expenses occurred during the joint operations).
⑤ "Accounting Standards for Business Enterprises No. 39 - Fair Value Measurement" standardizes the definition of fair value,
specifies the method of fair value measurement, and divides the fair value measurement into three levels in accordance with the input
value used by the fair value measurement, and makes detailed requirements to the disclosure of relevant information of the fair value
measurement. However, this standard does not change the requirements of other accounting standards about when the fair value
measurement should be used.
⑥The standard scope of "Accounting Standards for Business Enterprises No. 2 - Long-term Equity Investments (Revision 2014)"
has been reduced compared with the original standards, which only specifies the recognition and measurement of the long-term
equity investments in the subsidiaries, cooperative enterprises, and joint ventures. The long-term equity investments that the investors
do not have control, joint control or significant influence to the invested units shall belong to the standard scope of the "Accounting
Standards for Business Enterprises No. 22 - Recognition and Measurement of the Financial Instruments". It also introduces a number
of other important changes, including emphasizing that the "book value" followed by the financial accounting of long-term equity
investments formed by business merger under the same control refers to the share of the book value of the combined party’s equities
in the consolidated financial statement of the final control party"; clarify the other changes of the owner's equities except for the net
profits and losses, other comprehensive incomes and profit distribution of the investors to the invested units, adjusts the book value
of the long-term equity investments and reckons in the owners' equities; adjusts the joint requirements for converting the accounting
methods; adds the management to investments on the joint ventures; introduces the option to the fair value measurement of the joint
venture investments held by the subordinate investors.
⑦ "Accounting Standards for Business Enterprises No. 41 - Interests Disclosure in Other Entities" is appropriate for the disclosure
of interests in the subsidiaries, joint arrangements, joint ventures and the structuring entities not included in the consolidated financial
statements. The standard requires to disclose the significant judgments and assumptions of the control of implementation, joint
control or significant influence to other entities, and the changes to these judgments and assumptions; and respectively specifies the
detailed requirements to the disclosure about the interests in the subsidiaries, the interests in the joint arrangements or joint ventures,
and the interests in the structuring entities not included in the consolidated financial statements. The information disclosed according
to the requirements of this standard shall help the users of the financial statements to evaluate the interests’ nature of the Company in
other entities and the relevant risks, as well as the impacts of these interests on the Company's financial condition, business
performance and cash flows. After this standard goes into effect, the information disclosed before the implementation date of this
standard in the Company's comparative financial statements shall be adjusted in accordance with the provisions of this standard
(Except for the disclosure of the structuring entities not included in the consolidated financial statements).
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2013 年度财务报表附注
XII. Explanation on other major events
1. Bankruptcy reorganization
(1) Application and acceptance of bankruptcy reorganization
On 11 May 2012, the largest shareholder and biggest creditor of the Company, Shenzhen Guocheng Energy Investment 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 Guocheng 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.
(2) Declaration and confirmation of the claims
On July 17th, 2013, the Shenzhen Intermediate People's Court issued (2012) Shen Zhong Fa Po Zi No.30-4 “Civil Ruling Paper”,
which confirmed the claims of 48 creditors, the total amount of the claims is 1,663,681,044.97 Yuan, including 1 claim paid for the
employees with amount of 10,175,420.00 Yuan, 3 claims for tax payment with amount of 92,075,600.05 Yuan, and 47 ordinary
claims with amount of 1,561,430,024.92 Yuan.
On December 23rd, 2013, Shenzhen Intermediate People's Court issued (2012) Shen Zhong Fa Po Zi No.30-9 “Civil Ruling Paper”,
which supplemented and confirmed five claims; the total amount of the claims is 232,801,657.06 Yuan.
Until the end of the reporting period, the amount of confirmed claims has reached 2,217,034,809.27 Yuan, including priority claims
of 102,251,020.05 Yuan, ordinary claims of 1,794,231,681.98 Yuan, and estimated claims of 320,552,107.24 Yuan.
(3) The main contents and the implementation of the reorganization plan
On November 5th, 2013, Shenzhen Intermediate People's Court issued (2012) Shen Zhong Fa Po Zi No.30-6 “Civil Ruling Paper”,
which approved the reorganization plan of Shenzhen China Bicycle Company (Holdings) Co., Ltd. and terminated the bankruptcy
proceedings, and the Company enters the execution phase of reorganization plan. The main contents of the reorganization plan are as
follows:
A, The management plan
According to the actual situation of the company, the management plan consists of three parts, the first is to dispose the existing
prime assets, the second is to reserve the operational production to maintain the sustainable operation ability, and the third is to
introduce the recombination party and inject good quality assets.
a, Disposal of prime assets
1) On August 15th, 2013, Guangdong Yingna Auction Trade Co., Ltd. (hereinafter referred to as" Yingna Auction Trade ") has sold 22
machines and equipments of CBC by auction, with starting price at 14,183.33 Yuan and the transaction price at 26,000 Yuan, the
buyer is Li Ronghua. The buyer has concluded and signed the sales confirmation with Yingna Auction Trade at the auction site and
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2013 年度财务报表附注
has paid off the transaction amount within the stipulated time.
2) On August 15th, 2013, Yingna Auction Trade has sold two housing estates of Sichuan Branch Company of CBC by auction, with
starting price at 1,547,021 Yuan and the transaction price at 1,810,000 Yuan, the buyer is Tang Jun. The buyer has concluded and
signed the sales confirmation with Yingna Auction Trade at the auction site and has paid off the transaction amount within the
stipulated time. This matter has been judged and affirmed by Shenzhen Intermediate People's Court (2012) Shen Zhong Fa Po Zi No.
30-5 Civil Ruling Paper.
3) On October 16th, 2013, Shenzhen Land & Real Estate Exchange Center (hereinafter referred to as "Exchange Center") has sold the
land usage right of No. 08210004 of Longhua Industrial Park and the above-ground structures by public auction, with starting price at
467,567,073 Yuan and the transaction price at 1,607,560,000 Yuan, the buyer is Shenzhen Municipal Land Reserve Center. The buyer
has concluded and signed the sales confirmation with the trading center at the auction site and has paid off the transaction amount
within the stipulated time. This matter has been judged and affirmed by Shenzhen Intermediate People's Court (2012) Shen Zhong Fa
Po Zi No. 30-8 Civil Ruling Paper.
4) On October 18th, 2013, the trading center has sold the first floor from room 102 to 106 of Zhonghua Garden building & podium by
auction, with starting price at 17,821,593.6 Yuan and the transaction price at 18,020,000 Yuan, the buyer is Guo Yinhuan. The buyer
has concluded and signed the sales confirmation with the trading center at the auction site and has paid off the transaction amount
within the stipulated time. This matter has been judged and affirmed by Shenzhen Intermediate People's Court (2012) Shen Zhong Fa
Po Zi No. 30-7 Civil Ruling Paper.
On November 22nd, 2013, the trading center has sold the third floor from room 301 to 308 of Zhonghua Garden building & podium
by auction, with starting price at 9,320,917.12 Yuan and the transaction price at 12,400,000 Yuan, the buyer is Deng Shaojun. The
buyer has concluded and signed the sales confirmation with the trading center at the auction site and has paid off the transaction
amount within the stipulated time.
On December 13th, 2013, the trading center has sold the second floor from room 201 to 208 of Zhonghua Garden building & podium
by auction, with starting price at 20,499,221.12 Yuan and the transaction price at 20,499,221.12 Yuan, the buyer is Shenzhen
Chengde Investments Co., Ltd. The buyer has concluded and signed the sales confirmation with the trading center at the auction site
and has paid off the transaction amount within the stipulated time.
b, Reserve the business assets
To keep the company’s sustainable operation ability and maintain the creditor's interests before the reorganization party inject any
assets, the reorganization plan stipulates that the Company reserve 70% stock rights of Shenzhen Emmelle Industry Co., Ltd.
(hereinafter referred to as "Emmelle"), seven trademarks held by CBC, and the necessary office electronic equipments for daily
operations. The estimated value of these retained assets is 5,390,399.73 Yuan, the major shareholder Guocheng Energy shall provide
cash with the equal amount to pay off the creditors.
On December 23rd, 2013, Guocheng Energy has paid the above-mentioned funds of 5,390,399.73 Yuan to the Company, and CBC has
paid these funds to the bank account of the manager on December 24th, which have been used to pay off the creditors.
c, Introduce the recombination party and inject the assets with high quality
The company doesn’t have the reorganization party at the moment, the future recombination party of the company must meet the
following requirements: the assessed value of net assets should be no less than 2 billion Yuan, the net assets in the same year for
implementing the major reorganization should be no less than 200 million Yuan.
B, The adjustment to the investors’ interests
In order to reflect the principles that the stakeholders share responsibility for the losses on debt restructuring, all shareholders of CBC
release 8% of their shares for free. Thereinto, the largest shareholder Guocheng Energy and the second largest shareholder Zhuorun
Company increased the shares to be released freely by 2% to 10% for the liquidation of the debts. The above-mentioned released
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2013 年度财务报表附注
shares shall be calculated by the delisting price of CBC on 12th, November, 2012 (A stock is 4.19 Yuan per share, B stock is HK $
1.56 per share), which can increase the amortization rate of common claims by 6.31%.
According to the reorganization plan, the company shall pay off the debts by transferring the shares of the shareholders, planning to
totally transfer 46,279,200 shares of the company’s stock, which takes the proportion of 8.39% of the total stock. Thereinto, the
shareholders of A stock totally transferred 26,416,801 shares with transfer price at 4.19 Yuan per share; the shareholders of B stock
totally transferred 19,862,399 shares with transfer price at 1.56 HKD per share, B stock is calculated at 0.8118 which is the middle
rate between HKD and RMB on the delisting date, totally pay off the debts of 135,840,297.18 Yuan. On 25th, December, 2013, the
registered company has transferred the company’s stock of 21,221,900 shares to the creditors who have provided the correct security
account, which takes the proportion of 3.85% of the total stock. Thereinto, 14,571,689 shares of A stock, 6,650,211 shares of B stock,
and the unpaid 10,485,611 shares are deposited to the special account of Shenzhen China Bicycle Company (Holdings) Co., Ltd. for
disposing the property of bankruptcy and supervised by the manager.
C. The project for paying off the debts
1）The employees’ claims
The employees’ claims paid by the major shareholder –Guocheng Energy and the relevant unpaid social insurance expenditures shall
be paid off by cash within six months since the date that the reorganization plan is approved.
2）Tax debt
The tax debt shall be paid off by cash within six months since the date the reorganization plan is approved.
3）The ordinary debt
The ordinary debt paid by liquidating the assets shall be paid off by cash within six months since the date the reorganization plan is
approved.
The shares released by the contributors shall be allocated to the ordinary creditors within six months since the date the reorganization
plan is approved. Each ordinary debt of 100 Yuan shall get 1.23 share of A stock and 0.94 share of B stock of CBC. The creditors
who don’t accept the stock or cannot accept the stock in accordance with relevant regulations shall be paid off by the administrator
based on the average price of the liquidation after the stock of the company resuming trading. The relevant taxes and dues of stock
realization shall be assumed by the creditors, and the administrator doesn’t accept the delegation of the creditors about liquidating the
stock.
Up to the end of the reporting period, the administrator has totally allocated cash of 1,099,995,488.93 Yuan. Thereinto, the
employees’ claims of 10,175,420 Yuan was paid off by cash; the tax debt of 92,075,600.05 Yuan was paid off by cash; the ordinary
debt of 1,794,231,681.98 Yuan was paid by cash based on 47.18% of the debt amount, totally allocated cash of 846,509,579.71 Yuan,
and plus 1.23 share of A stock and 0.94 share of B stock of CBC per ordinary debt of 100 Yuan (totally allocated 22,073,258 shares
of A stock and 16,851,721 shares of B stock of CBC), the compensation rate of the ordinary debt this time is 53.52%; the anticipated
claims of 320,552,107.24 Yuan shall be deposited the quota in accordance with the compensation rate of the ordinary debt, including
capital of 151,234,889.17 Yuan, A stock of 3,943,543 shares, and B stock of 3,010,678 shares. The surplus undistributed cash shall be
deposited to the special account and managed by the administrator.
(4) The reorganization costs and the commonly benefited debts
A. The costs during the reorganization totally are 75,419,900 Yuan, including the economy compensation for the employees of
31,521,700 Yuan, the social insurance fee of 5,167,000 Yuan, the remuneration for the administrator of 12.5 million Yuan, the costs
for law, finance, and tax advisor for reorganization of 18,276,000 Yuan (estimated), the lawsuit execution fee for reorganization of
7,530,000 Yuan, and costs for the administrator’s daily duties of 425,200 Yuan.
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2013 年度财务报表附注
B. Commonly benefited debts: it is reserved until 31st, December, 2014 in the reorganization plan, if the recombination party
implements the reorganization before this date, the company shall add the commonly benefited debts to the allocation of the creditors.
The operating costs predicted by the administrator sum to 16,589,500 Yuan.
(5) The reorganization plan has been implemented
On 27th, December, 2013, Shenzhen Intermediate People's Court issued (2012) Shen Zhong Fa Po Zi No.30-10 “Civil Ruling Paper”,
ruled that the reorganization plan of the Company has been implemented and the bankruptcy proceedings of the Company have been
terminated.
To clarify the responsibilities between the administrator and the company after the bankruptcy proceedings being terminated and
ensure the follow-up work of the reorganization to be launched effectively, the administrator consigned the
th
“Memorandum of Handover” with the company on 20 , January, 2014. Except for the relevant assets reserved for maintaining the
company’s sustainable operation ability before the recombination party injecting assets, the non-essential assets haven’t been
disposed would be disposed by the administrator, and the obtained funds would be distributed to the creditors; the reorganization plan
would keep the allocations reserved for the anticipated creditor's rights in the administrator’s account, and the administrator is
responsible to allocate to the declared and confirmed creditors.
2. Sustainable operation
On 11 May 2012, the largest shareholder and biggest creditor of the Company, Shenzhen Guocheng 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 Guocheng 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. Subsequently, 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. On 5 November 2013, the
Shenzhen Intermediate People’s Court (2012) Shen Zhong Fa Po Zi No. 30-6 Civil Ruling Paper judged that approved the
reorganization plan of the Company. On 27 December 2013, the Civil Ruling Paper Shenzhen Intermediate People’s Court (2012)
Shen Zhong Fa Po Zi No. 30-10 ruled that the reorganization plan of CBC was completed and bankruptcy procedures of CBC closed
down.
The Company has solved the debt problem by reforming, realized the net assets with positive value, the main business of bicycle is
able to be maintained and realizes the stable development. The Company has set up the conditions for introducing the recombination
party in the reforming plan, and expects to restore the abilities of sustainable operation and sustained profitability by reorganization.
The conditions of introducing the recombination party includes: the assessed value of net assets should be no less than 2 billion Yuan,
the net assets in the same year for implementing the major reorganization should be no less than 200 million Yuan. The Company
doesn’t have the recombination party at the moment.
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2013 年度财务报表附注
XIII. Note of main item of financial statement of parent company:
1. Account receivables
(1) Disclosed by category
Closing amount
Category Book balance Bad debt provision
Proportion Proportion
Amount Amount
(%) (%)
Account receivable with single major amount but
withdrawal bed debt provision for single item
Account receivable withdrawal bad debt provision by 245,382.00
combination 100.00
Account receivable with single minor amount but
withdrawal bed debt provision for single item
Total 245,382.00 100.00
(Cont.)
Opening amount
Category Book balance Bad debt provision
Proportion Proportion
Amount Amount
(%) (%)
Account receivable with single major amount but
withdrawal bed debt provision for single item
Account receivable withdrawal bad debt provision by 1,034,297,021.5 1,033,282,124.9
combination 0 100.00 0 99.90
Account receivable with single minor amount but
withdrawal bed debt provision for single item - - - -
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2013 年度财务报表附注
Opening amount
Category Book balance Bad debt provision
Proportion Proportion
Amount Amount
(%) (%)
1,034,297,021.5 1,033,282,124.9
Total
0 100.00 0 99.90
Explanation of categories of the accounts receivable:
Based on the size, business nature and customer settlement condition of the company, the company decides that RMB 5 million of
accounts receivable is important single sum of payment. For an account receivable without depreciation at the end of the period, the
bad debt allowance is accrued on the basis of account aging analysis method.
(2) In combination, account receivable withdrawal bed debt provision by age analysis method:
Closing amount Opening amount
Age Book balance Bad debt Book balance Bad debt
Proportion Proportion
Amount Amount
(%) provision (%) provision
Within 1year
245,382.00 100.00 - - - -
1-2 years
- - - - - -
2-3 years - - - - - -
Over 3 years 1,034,297,021.50 100.00 1,033,282,124.90
Total 245,382.00 100.00 1,034,297,021.50 100.00 1,033,282,124.90
(3) The accounts receivable at the end of the report period don’t involve with the shareholder unit’s holding over 5% (including 5%)
voting power of the Company.
2. Other receivables
(1) Disclosed by categories
Closing amount
Category Book balance Bad debt provision
Amount Proportion Amount Proportion
(%) (%)
Other account receivable with single major amount and
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2013 年度财务报表附注
withdrawal bed debt provision for single item
Other account receivable withdrawal bad debt provision
by combination 116,990,372.76 100.00
Other account receivable with single minor amount but
withdrawal bed debt provision for single item
Total 116,990,372.76 100.00
(Cont.)
Opening amount
Category Book balance Bad debt provision
Amount Proportion Amount Proportion
(%) (%)
Other account receivable with single major amount and
withdrawal bed debt provision for single item
Account receivable withdrawal bad debt provision by
combination 570,988,778.14 100.00 518,077,882.75 90.73
Other account receivable with single minor amount but
withdrawal bed debt provision for single item - - - -
Total 570,988,778.14 100.00 518,077,882.75 90.73
Explanation on the category of other accounts receivable:
According to the business scale, business nature, and customers’ settlement, etc., the account receivable-other with single big
amount is determined to be RMB 5 million. The account receivable-other with single big amount has no depreciation reserve, and
the reserve for bad and doubtful account is withdrawn with age analysis method.
(2) In combination, other account receivable withdrawal bed debt provision by age analysis method:
Balance at period-end Balance at period-begin
Age Book balance Bad debt Book balance Bad debt
Amount Proportion Amount Proportion
(%) provision (%) provision
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2013 年度财务报表附注
Balance at period-end Balance at period-begin
Age Book balance Bad debt Book balance Bad debt
Amount Proportion Amount Proportion
(%) provision (%) provision
Within 1year
116,990,372.76 100.00- 13,154,669.62 2.30 742.45
1-2 years
25,594,082.01 4.48 68,701.35
2-3 years
144,144.00 0.03 432.43
Over 3years
532,095,882.51 93.19 518,008,006.52
Total 116,990,372.76 100.00- 570,988,778.14 100.00 518,077,882.75
(3) The other accounts receivable at the end of the report period don’t involve with the shareholder units holding over 5% (including
5%) voting power of the Company.
(4) Top 5 units with an amount of other account receivable:
Proportion among the
Relationship with the
Name Amount Period total other accounts
company
receivable - others (%)
Non-affiliated
Administrator company 107,285,746.44 Within 1year 91.70
Related company 9,704,626.32
EMMELLE Within 1year 8.30
Total 116,990,372.76 100
3. Long-term equity investment
(1) Category of long-term equity investment
Amount at year-begi Increase in the Decrease in the Amount at
Items n current period current period year-end
Investment for subsidiary 8,768,727.60 10,379.73 8,768,727.60 10,379.73
Other equity investment 14,883,560.00 14,883,560.00
Less: Impairment provision of 21,032,447.10 21,032,447.10
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2013 年度财务报表附注
Amount at year-begi Increase in the Decrease in the Amount at
Items n current period current period year-end
long-term equity investment
Total 2,619,840.50 10,379.73 2,619,840.50 10,379.73
(2) Details of long-term equity investment
Calculating Investment Increases and decr
Invested company Opening amount Closing amount
method cost eases
Shenzhen EMMELLE Industrial
Co.,Ltd Cost method 1,400,000.00 1,400,000.00 -1,389,620.27 10,379.73
Shenzhen Anjule Property
Management Co.,Ltd Cost method 2,000,000.00 2,000,000.00 -2,000,000.00
China Bicycle(Hong Kong) Co.,Ltd Cost method 5,350,000.00 5,350,000.00 -5,350,000.00
China Bicycle(International) Co.,Ltd Cost method 18,727.60 18,727.60 -18,727.60
Equity
Shenzhen Jinhuan Printing Co.,Ltd method 14,883,560.00 14,883,560.00 -14,883,560.00
Total 23,652,287.60 23,652,287.60 -23,641,907.87 10,379.73
(Cont.)
Explanation on
discrepancy
between share Provision
Share
Percentage of proportion in for (asset)
proportion
voting rights in invested Depreciation depreciati
in invested Cash dividend
Invested company invested company and reserve on of
company
company (%) percentage of current
(%)
voting rights in period
invested
company
Shenzhen EMMELLE Industrial
Co.,Ltd 70% 70%
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2013 年度财务报表附注
Explanation on
discrepancy
between share Provision
Share
Percentage of proportion in for (asset)
proportion
voting rights in invested Depreciation depreciati
in invested Cash dividend
Invested company invested company and reserve on of
company
company (%) percentage of current
(%)
voting rights in period
invested
company
Shenzhen Anjule Property
Management Co.,Ltd
China Bicycle(Hong Kong) Co.,Ltd
China Bicycle(International) Co.,Ltd
Shenzhen Jinhuan Printing Co.,Ltd
Total
(3) Impairment provision of long-term equity investment
Amount at year-beg Increase in the Decrease in the
Items in current period current period Amount at year-end
Shenzhen EMMELLE Industrial Co.,Ltd 1,400,000.00 1,400,000.00
Shenzhen Anjule Property Management
Co.,Ltd 2,000,000.00 2,000,000.00
China Bicycle(Hong Kong) Co.,Ltd 5,350,000.00 5,350,000.00
China Bicycle(International) Co.,Ltd 18,727.60 18,727.60
Shenzhen Jinhuan Printing Co.,Ltd 12,263,719.50 12,263,719.50
Total 21,032,447.10 21,032,447.10
4. Operating revenue and operating costs
(1) Operating revenue, operation cost
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2013 年度财务报表附注
Item Current Year Previous Year
Main business revenue 475,138.46 313,551.29
Other business revenue 25,829,410.17 26,969,525.58
Total business revenue 26,304,548.63 27,283,076.87
Main business cost 427,068.73 294,714.52
Other business cost 8,634,522.99 6,157,890.36
Total business cost 9,061,591.72 6,452,604.88
(2) Main business (by industry)
Current Year Previous Year
Products
Operating revenue operation cost Operating revenue operation cost
Sales of bicycle 475,138.46 427,068.73 313,551.29 294,714.52
5. Supplemental Information of cash flow statement
Items Amount at this year Amount at last year
(1) Reconciliation of net profit/(loss) to cash flows from operating activities:
Net profit 1,501,143,591.24 -49,696,708.98
Add: provision for assets - -280,017.51
Depreciation of fixed assets, oil & gas loss and productive biological assets 1,551,785.59 3,599,508.18
Amortization of intangible assets 862,862.04 862,862.04
Amortization of long-term prepaid expenses
Loss on disposal of fixed assets, intangible assets and others (income with “-“) -1,611,693,386.81
Losses on abandon of fixed assets (income with “-“)
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2013 年度财务报表附注
Items Amount at this year Amount at last year
Losses on the changes in fair value (income with “-“)
Financial expenses (income with “-“) 25,831,645.36
Losses arising from investments(income with “-“)
Decrease of deferred income tax assets (increase listed with “-“)
Increase of deferred income tax liabilities (decrease listed with “-“)
Decrease in inventories (increase listed with “-“) 9,779,439.79 -164,222.22
Decrease in operating receivables (increase listed with “-“) 29,078,243.67 -7,543,740.87
Increase in operating payables (decrease listed with “-“) 35,070,825.72 23,264,997.37
Others -
Net cash flows from operating activities -34,206,638.76 -4,125,676.63
(2) major investing and financing activities that do not concerning
cash receipts and payment:
Conversion of debt into capital
Convertible corporate bonds expiring within one year
Financial leasing of fixed assets
(3) Net changes of cash and cash equivalents
Closing balance of cash 1,080,836.82 31,432,888.50
Less: opening balance of cash 31,432,888.50 561,283.08
Add: Closing balance of cash equivalent - -
Less: Opening balance of cash equivalent - -
Net increase of cash and cash equivalents -30,352,051.68 30,871,605.42
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2013 年度财务报表附注
XIV. Supplement information
1. Non-recurring gains and losses
Items Amount at this year Amount at last year
Loss and profit on disposal of non-current assets 1,611,690,513.84
Tax return or exemption from override approval or with no official approval document
The amount of the government subsidies which are included in the current profits( which
is related to enterprise business, except for government subsidies according to national
stand quota or quantum)
Paid or received payment for use of state funds recorded in current profit and Loss
Profits and losses arising from business combination when the combined cost is less than
the recognized fair value of net assets of the merged company
Loss and profit of exchange of non-monetary assets
Loss and profit by entrusting others to invest and manage the asset
Allotted asset depreciation reserves incurred by occasional cause such as natural
calamities
Gains and losses from debt restructuring 49,295,755.59
Expense for enterprise reconstruction, employee arrangement and other integration costs
-65,565,704.23
Profit and loss from transactions with obvious unfair transaction price
Subsidiaries' year-to-date net profit/loss arising from business combination of entities
controlled by a same company
Profits contributed by the sold assets to the listed company from The beginning of the
year To the sale date
Except for effective hedging business related to normal business, held-for-trading
financial asset, profit and losses on the changes in fair value generated by transaction
financial liabilities, investment income achieved by disposing transaction financial assets,
transaction financial liabilities and hold-to-sale financial assets
Reversals of depreciation reserves of receivables done depreciation test solely
Loss and profit achieved by entrusting loans
Profit and loss on the changes in fair value of invested real estate after being subsequently
measured with fair value mode
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2013 年度财务报表附注
Items Amount at this year Amount at last year
According to laws and regulations of tax and accounting, impact of One-off adjustment of
current loss and profit on current loss and profit
Trustee fee income generated from entrusted operation
Other non-operating income and expenses
27,177.40 3,074,610.65
Other loss/profit qualified definition of other non recurring profit and loss 72,934,048.27
Subtotal 1,668,381,790.87 3,074,610.65
Impact on income tax -92,393,298.62
Impact on minority interest (after-tax) -4,582.96
1,575,983,909.29
Total 3,074,610.65
Note: “+” stands income increased while “-“stands losses in numbers of non-recurring gains/losses
Confirm of the non-recurring gains/losses in the Company was performed in line with the regulations of Q&A Announcement No.1
on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss (Zheng Jian Hui Notice
[2008] No.43)
2. Return on equity and earnings per share
Earnings per share (RMB/Share)
Profit during the period of report Weight average ROE
Basic EPS Dilute EPS
Net profit attributed to common shareholders
- 2.8570 2.8570
Net profit attributed to common shareholders after
deducting net profit of recurring loss and profit - -0.0014 -0.0014
(2) Calculation of basic EPS and diluted EPS found in VII. 46
3. Reason and explanation on abnormal changes in items of consolidated financial statement
Item Amount changes Changes ratio (%) Explanation
Monetary fund -25,561,189.27 -48.79 Discharge of claims in reorganization and reorganization
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2013 年度财务报表附注
Item Amount changes Changes ratio (%) Explanation
fee paid
Note receivables at end of the Period from subsidiary
Notes receivable -1,627,810.00 -100.00 EMMELLE decreased
Account paid in advance at end of the Period from
Account paid in advance -652,319.64 -78.60 subsidiary EMMELLE decreased
Other receivables 83,927,760.82 357.63 Receivables from administrators increased
Inventory -13,067,081.42 -74.19 Assets disposal from reorganization decreased
Long-term equity investment -2,619,840.50 -100.00 Assets disposal from reorganization decreased
Investment real estate -21,395,176.24 -100.00 Assets disposal from reorganization decreased
Fixed assets -12,742,375.36 -98.24 Assets disposal from reorganization decreased
Intangible assets -18,457,703.18 -77.79 Assets disposal from reorganization decreased
Short-term loans -355,796,107.93 -100.00 Debts settlement from reorganization decreased
Account payables -108,540,052.74 -91.61 Debts settlement from reorganization decreased
Account received in advance -10,032,876.24 -73.45 Debts settlement from reorganization decreased
Wages payable -2,467,221.35 -61.93 Debts settlement from reorganization decreased
Interest payable -230,575,685.75 -100.00 Debts settlement from reorganization decreased
Other payables -396,320,859.78 -91.90 Debts settlement from reorganization decreased
Non-current liability due
within one year -453,747,741.58 -100.00 Debts settlement from reorganization decreased
Other current liability -2,331,150.07 -100.00 Debts settlement from reorganization decreased
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2013 年度财务报表附注
Item Amount changes Changes ratio (%) Explanation
Accrual liability -166,212,952.92 -100.00 Debts settlement from reorganization decreased
Administration expenses 60,670,713.13 241.29 Reorganization expenses increased
Financial expenses -52,437,265.55 -102.54 Borrowings settlement form reorganization decreased
Investment income 72,934,048.28 Disposal of subsidiary from reorganization
Income from reorganization assets disposal and debt
Non-operation revenue 1,942,341,770.24 60,439.22 reorganization
Non-operation expenditures 284,355,950.47 204,425.54 Accrual liability withdrawal
Income tax expenses arising from profit increased due to
Income tax expenses 93,000,059.74 the disposal of reorganization and assets
Section XI. Documents available for reference
1. Accounting statement carrying the signatures and seals of the legal representative, person in charge of
accounting and person in charge of accounting organ;
2. Original audit report with seal of the accounting firm and signature and seal of CPAs;
3. Originals documents of the Company and manuscripts of public notices that disclosed in the newspaper
designated by CSRC in the report period;
4. English version of the Annual Report 2013
100
