深圳中华自行车(集团)股份有限公司 2014 年第三季度报告正文 Shenzhen China Bicycle Company (Holdings) Limited THE THIRD QUARTERLY REPORT FOR 2014 TEXT 1 深圳中华自行车(集团)股份有限公司 2014 年第三季度报告正文 Section I. Important Notes Board of Directors and the Supervisory Committee of SHENZHEN CHINA BICYCLE COMPANY (HOLDINGS) LIMITED (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All directors of the Company are attended the Meeting for quarterly report deliberation. Principal of the Company Luo Guiyou, Person in Charge of Accounting Works Li Hai and Person in Charge of Accounting Organ (Accounting Officer) Sun Longlong hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. 2 深圳中华自行车(集团)股份有限公司 2014 年第三季度报告正文 Section II. Main accounting data and changes of shareholders I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Current period-end Period-end of last year Increase/decrease Total assets(RMB) 72,156,738.05 151,511,429.85 -52.38% Net assets attributable to shareholders of listed company 10,405,755.57 7,003,335.40 48.58% (RMB) Increase/decrease in Increase/decrease in Year-begin to end of comparison with Current period comparison with same the Period year-begin to period of last year Period-end of last year Operating revenue (RMB) 76,284,807.38 -19.97% 161,951,441.78 -19.12% Net profit attributable to shareholders of the listed company 1,513,462.59 -34.78% 3,388,112.05 -112.57% (RMB) Net profit attributable to shareholders of the listed company -1,232,807.99 -153.00% -3,926,872.81 -186.82% after deducting non-recurring gains and losses(RMB) Net cash flow arising from -- -- 3,195,660.61 -126.07% operating activities(RMB) Basic earnings per share 0.0027 -35.71% 0.0061 -112.47% (RMB/Share) Diluted earnings per share 0.0027 -35.71% 0.0061 -112.47% (RMB/Share) Weighted average ROE 15.70% 15.83% 38.92% 37.36% Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Amount from year-begin to Item Note end of the Period Gains/losses from the disposal of non-current asset (including the 33,851.46 3 深圳中华自行车(集团)股份有限公司 2014 年第三季度报告正文 write-off that accrued for impairment of assets) Mainly refers to the reserved Other non-operating income and expenditure except for the operation fund of turnaround plan 7,923,385.19 aforementioned items for year of 2014 appropriate by administrator Less: impact on income tax 609,134.38 Impact on minority shareholders’ equity (post-tax) 33,117.41 Total 7,314,984.86 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable In reporting period, the Company has no particular about 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. II. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period 1. Statement of the total common shareholders and shares-held of top ten common shareholders at end of the Period In share Total common shareholders in 33,549 reporting period-end Shares-held of top ten common shareholders Number of share Amount of Nature of Proportion of shares Amount of pledged/frozen Shareholders restricted shares shareholder held shares held State of held Amount share Shenzhen Guosheng Domestic Energy Investment non-State-owned 11.52% 63,508,747 0 0 Development Co., Ltd. legal person Zhuorun Technology Co., Foreign legal 4.90% 27,000,000 0 0 Ltd. person Specific account of Domestic property disposition for non-State-owned 1.63% 9,001,018 0 0 bankruptcy enterprise of legal person CBC 4 深圳中华自行车(集团)股份有限公司 2014 年第三季度报告正文 Domestic nature Zeng Ying 1.15% 6,342,717 0 0 person CORE PACIFIC-YAMAICHI Foreign legal 0.99% 5,437,713 0 0 INTERNATIONAL person (H.K.) LIMITED Jingchao Investment Co., Foreign legal 0.84% 4,601,789 0 0 Ltd. person Domestic nature Li Dongxuan 0.71% 3,896,799 0 0 person Domestic nature Li Huili 0.71% 3,891,124 0 0 person Domestic nature Xu Hongbo 0.57% 3,137,419 0 0 person Domestic Liuzhou Jiali Real Estate non-State-owned 0.39% 2,147,400 0 0 Development Co., Ltd. legal person Particular about top ten common shareholders with un-restrict shares held Type of shares Shareholders Amount of un-restrict common shares held Type Amount Shenzhen Guosheng Energy RMB ordinary 63,508,747 63,508,747 Investment Development Co., Ltd. shares RMB ordinary Zhuorun Technology Co., Ltd. 27,000,000 27,000,000 shares RMB ordinary 5,011,444 Specific account of property shares disposition for bankruptcy enterprise 9,001,018 Domestically of CBC listed foreign 3,989,574 shares Domestically Zeng Ying 6,342,717 listed foreign 3,989,574 shares Domestically CORE PACIFIC-YAMAICHI 5,437,713 listed foreign 5,437,713 INTERNATIONAL (H.K.) LIMITED shares RMB ordinary Jingchao Investment Co., Ltd. 4,601,789 4,601,789 shares RMB ordinary Li Dongxuan 3,896,799 3,896,799 shares 5 深圳中华自行车(集团)股份有限公司 2014 年第三季度报告正文 Domestically Li Huili 3,891,124 listed foreign 3,891,124 shares Domestically Xu Hongbo 3,137,419 listed foreign 3,137,419 shares Liuzhou Jiali Real Estate RMB ordinary 2,147,400 2,147,400 Development Co., Ltd. shares Li Huili, the spouse of actual controller Ji Hanfei, holding B-share of the Company on Explanation on associated behalf of Shenzhen Guosheng Energy Investment Development Co., Ltd., beyond that, the relationship among the aforesaid Company has no idea of whether other circulated shareholders belong to concerted action shareholders persons ruled in the Administration Norms for Information Disclosure of Change on Shareholding of Shareholders of Listed Companies. Explanation on shareholders involving margin business about top N/A ten common shareholders with un-restrict shares held (if applicable) Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back agreement dealing in reporting period. 2. Total of shareholders with preferred stock held and the top ten shareholdings in Period-end □Applicable √Not applicable 6 深圳中华自行车(集团)股份有限公司 2014 年第三季度报告正文 Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons √ Applicable □Not applicable Unit: RMB Items of balance 2014-9-30 2013-12-31 +,- (%) Reasons 3,230,337.99 177,636.49 1,718.51% Increase of account paid in advance resulted by Account paid in goods preparation for peak season from subsidiary advance EMMELLE 568,389.93 107,395,429.69 -99.47% Enterprise income tax etc. for last year appropriate Other receivables by administrator was received in the Year 24,508,337.34 4,545,116.43 439.22% Subsidiary EMMELLE prepare goods for the peak Inventory season Fixed assets 573,307.35 227,824.37 151.64% Purchasing new transportation fixed assets 23,426,459.49 9,935,720.73 135.78% Increase of account payables resulted by goods Account payables preparation for peak season from subsidiary EMMELLE Account received 7,548,771.94 3,627,323.31 108.11% Account received in advance from subsidiary in advance EMMELLE for peak season 1,729,923.83 93,778,253.57 -98.16% Enterprise income tax of last year was paid in the Taxes payable Year Items of profit January to January to +,- (%) Reasons September 2014 September 2013 Management 8,232,826.01 41,824,619.27 -80.32% The economic copensation was paid last year due to expense the reforming Non-operation 7,980,988.65 75,884.58 10,417.27% Mainly refers to the reserved operation fund of revenue turnaround plan for year of 2014 appropriate by administrator Items of cash January to January to +,- (%) Reasons flow September 2014 September 2013 Cash received 114,436,167.03 26,816,469.18 326.74% Enterprise income tax for last year appropriate by relating to other administrator was received in the Year operating activities Cash paid to/for 7,554,518.21 38,361,775.00 -80.31% The economic copensation was paid last year due to staff and workers the reforming Taxes paid 95,009,998.10 4,092,057.23 2,221.81% Enterprise income tax of last year was paid in the 7 深圳中华自行车(集团)股份有限公司 2014 年第三季度报告正文 Year Net cash flow -364,088.02 1,863,570.94 -119.54% Purchasing new fixed assets in the Year while there arising from has a fixed assets disposal at same period of last investment year activities II. Progress of significant events, their influences, and analysis and explanation of their solutions √ Applicable □Not applicable 1.Explanation on last year’s “Qualified Opinion” On 11 May 2012, the largest shareholder and biggest creditor of the Company, Shenzhen Guosheng Energy Investment and Development Co., Ltd. applied to Shenzhen Municipal Intermediate People's Court for reforming the Company as the Company couldn’t pay off the matured debts and was seriously insolvent. On 12th, Oct., 2012, Shenzhen Municipal Intermediate People's Court ruled to accept the application proposed by Guosheng Energy according to (2012) Shenzhen Intermediate Court Po Zi No. 30 civil ruling. In late October, 2012, Shenzhen Municipal Intermediate People's Court ruled to reform the Company since 25 th, 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. 2. Sales of stock odd lots In order to solve the stock odd lots left over by history and in line with the requirement from CSRC, in the third quarter of 2014, the China Securities Depository and Clearing Co., Ltd. accepted the trust from the Company, the RMB 14308.12 earnings from sales of stock odd lots are returned to the Company and the amount was reckoned into capital reserved. III. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or made in previous period and extending to reporting period. □ Applicable √ Not applicable The Company had no commitment made by the Company or shareholders holding above 5% shares of the Company in reporting IV. Estimation of operation performance for year of 2014 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason 8 深圳中华自行车(集团)股份有限公司 2014 年第三季度报告正文 □Applicable √Not applicable V. Particular about security investment □ Applicable √ Not applicable The Company had no security investment in Period. Explanation on equity of other listed company held □ Applicable √ Not applicable No security investment in Period. VI. Particulars about derivatives investment □ Applicable √ Not applicable The Company had no derivatives investment in Period. VII. Registration form of receiving research, communication and interview in the report period √ Applicable □Not applicable Content discussed and Date Place Way Type Object documents provided From July to The company Shareholder of Progress of reorganization of the Telephone Personal September 2014 office tradable shares Company VIII. Impact on consolidated financial statement of the Company by new or revised accounting standards □Applicable √Not applicable 9