深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Shenzhen China Bicycle Company (Holdings) Limited ANNUAL REPORT 2015 April 2016 1 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 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. Li Hai, Principal of the Company, Sun Longlong, person in charge of accounting works and Zhong Xiaojin, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of 2015 Annual Report is authentic, accurate and complete. Except the following director, other directors are attended the Board Meeting for Quarterly Report deliberation in person. Name of director not Title of director not Reasons for absent Trustee attended in person attended in person Kong Na Director Due to work Yang Fenbo Concerning the unqualified auditor’s report with explanatory paragraph issued by Ruihua Certified Public Accountant (LLP) for the financial report 2015 of the Company, board of the directors and supervisory committee are well-explained for relevant events, investors are advice to pay attention on reading. The Company has no plan of cash bonus, dividends and capitalizing of reserves either. 2 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Contents Section I Important Notice, Contents and Paraphrase ................................................................. 2 Section II Company Profile and Main Finnaical Indexes ............................................................. 9 Section III Summary of Company Business .................................................................................. 9 Section IV Discussion and Analysis by the Management Team ................................................. 11 Section V Important Events .......................................................................................................... 27 Section VI Changes in shares and particular about shareholders............................................... 34 Section VII Preferred Stock……………………………………………………………………….47 Section VIII Particulars about Directors, Supervisors,Senior Executives and Employees ...... 35 Section IX Corporate Governance ................................................................................................. 56 Section X Financial Report ............................................................................................................. 51 Section XI Documents available for reference .............................................................................. 51 3 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Paraphrase Items Refers to Contents 4 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Section II Company Profile and Main Finnaical Indexes I. Company information Short form of the stock Zhonghua – A, Zhonghua -B Stock code 000017、200017 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 A、B (in Chinese) Foreign name of the Company China Bicycle Company (Holdings) Limited (if applicable) Short form of foreign name of CBC the Company (if applicable) Legal representative Li Hai Registrations add. No. 3008, Buxin Rd., Shenzhen Code for registrations add 518020 Offices add. Room 1201, Wantong Building, No.3002, Sungang East Road, Shenzhen Codes for office add. 518030 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 Room 1201, Wantong Building, No.3002, Room 1201, Wantong Building, No.3002, Contact add. Sungang East Road, Shenzhen Sungang East Road, Shenzhen Tel. 0755-25516998,28181666 0755-25516998,28181666 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 Website for annual report publish appointed by CSRC Juchao Website (www.cninfo.com.cn) 5 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Preparation place for annual report Room 1201, Wantong Building, No.3002, Sungang East Road, Shenzhen IV. Registration changes of the Company Organization code 440361883045-2 Changes of main business since listing (if No change 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 63,508,747 A-stock of the Company with 11.52% in total share capital of the Company. 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 Li Zehao, Ren Weixing Sponsor engaged by the Company for performing continuous supervision duties in reporting period □ Applicable √ Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in reporting period □ Applicable √ Not applicable VI. 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 2015 2014 Changes over last year 2013 6 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Operating income (RMB) 170,990,030.10 212,070,585.77 -19.37% 271,111,736.07 Net profit attributable to shareholders of the listed -138,355.58 4,885,678.56 -102.83% 1,575,223,894.89 company(RMB) Net profit attributable to shareholders of the listed company -416,262.14 -6,073,439.70 -87.06% 4,360,002.01 after deducting non-recurring gains and losses(RMB) Net cash flow arising from -3,029,023.82 3,921,048.18 -177.25% -28,210,167.86 operating activities(RMB) Basic earnings per share -0.0003 0.0089 -103.37% 2.8570 (RMB/Share) Diluted earnings per share -0.0003 0.0089 -103.37% 2.8570 (RMB/Share) Return on Equity -1.17% 51.72% -52.89% 0.00% Changes over end of End of 2015 End of 2014 End of 2013 last year Total assets (RMB) 45,869,094.97 51,489,647.55 -10.92% 151,511,429.85 Net assets attributable to shareholder of listed company 11,765,046.11 11,903,347.67 -1.16% 7,003,335.40 (RMB) VII. 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) □ Applicable √ Not applicable The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period. 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) □ Applicable √ Not applicable The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or Chinese GAAP (Generally Accepted Accounting Principles) in the period. VIII. Quarterly main financial index In RMB 7 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 First quarter Second quarter Third quarter Fourth quarter Operating income 22,326,412.71 54,210,387.97 62,791,436.14 31,661,793.28 Net profit attributable to 272,334.51 143,838.35 121,934.11 -676,462.55 shareholders of the listed company Net profit attributable to shareholders of the listed company 228,302.51 154,846.35 63,666.61 -863,077.61 after deducting non-recurring gains and losses Net cash flow arising from -2,814,082.91 -2,804,170.44 5,540,017.64 -2,950,788.11 operating activities Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the company’s quarterly report and semi-annual report □Yes √ No IX. Items and amounts of extraordinary profit (gains)/loss √Applicable □ Not applicable In RMB Item 2015 2014 2013 Note Gains/losses from the disposal of non-current asset (including the write-off 33,851.46 1,611,690,513.84 that accrued for impairment of assets) Gains/losses from debt reorganization 49,342,739.18 Reorganization expenses, such as expenditure for allocation of employees and -70,732,704.23 integration fee Other non-operating income and expenditure 369,201.08 27,177.40 except for the aforementioned items Other loss/profit qualified definition of 14,622,462.77 72,934,048.27 extraordinary profit and loss Less: Impact on income tax 92,300.27 3,664,078.56 92,393,298.62 Impact on minority shareholders’ -1,005.75 33,117.41 4,582.96 equity (post-tax) Total 277,906.56 10,959,118.26 1,570,863,892.88 -- 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 8 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 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 9 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Section III Summary of Company Business I. Main businesses of the company in the reporting period The company is engaged in the main business for the bicycle business, including production, assembly, procurement, sales of bicycles and electric bicycles, etc. II. Major changes in main assets 1. Major changes in main assets Major assets Note of major changes Equity assets No major change Fixed assets No major change Intangible assets No major change Construction in progress No major change 2. Main overseas assets □ Applicable √ Not applicable III. Core Competitiveness Analysis 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, quality management and sales of e-commerce 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 restructuring plan with expectation to restore its ability to continue as a going concern and its continuous profitability through the restructuring of assets. 10 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Section IV Discussion and Analysis by the Management Team 1. Introduction Over the past year, the international environment has been complex and severe, and the international financial market turmoil has intensified, which caused direct impact and influence on the economy of our country. China has been facing multiple difficulties and severe challenges, deep-seated problems have been prominent, pressures on economic downturn have increased, abnormal fluctuations of stock market and foreign currency market and other various risks and challenges in financial field have exacerbated the influence on traditional manufacturing industry and social consumption structure demand. Under the leadership of the central government and governments at all levels, people across the country have strengthened their confidence, overcome difficulties, forged ahead, achieved steady economic and social development, and continuously made new achievements. As a member in traditional manufacturing field, bicycle industry has continued the predicament of increases in labor costs, manufacturing costs, capital costs, and material costs. The low industry entry threshold and numerous manufacturers has led to fierce market competition and intensified industry reshuffle. With China's social and economic development and transformation of people's life concept, green travel, leisure and exercise awareness enjoy popular supports, bicycle industry has structural development opportunities. In 2015, the company has focused on the following work in business management: firstly, make every endeavor to maintain the company's existing traditional model of business operation under the harsh business environment of traditional manufacturing at home and abroad, and achieving overall stable of business. Secondly, comprehensively start the e-commerce business model based on the traditional model, combine with the actual situation of the company, learn from the successes and failures of social e-commerce suppliers, and carry out the e-commerce business development ideas of e-commerce transformation, internal introduction and external association, and controllable costs in accordance with the principles of efficiency and effectiveness. By the end of 2015, the e-commerce development of the company’s bicycle business has completed the basic layout, Emmelle flagship stores have been gradually on the line of e-commerce platforms such as Tmall, Jingdong, Suning, Gome, official websites, official Wechat, mutual benefit alliance, etc., and have achieved positive results, sustainable development ideas of e-commerce business have been verified and implemented. Thirdly, continue to increase efforts to promote research and development of medium-end and high-end products, the positively apply various new technologies, closely track the cutting-edge innovative technology and exploration application like super-capacitor smart helmet, establish Qinghu base, complete the recovery of the production permit of electric car and ISO9000 quality system certification, and improve and extend the product lines. Fourthly, improve the supporting and cooperating level of background departments to front desk business by strengthening the background management and office automation. Fifthly, actively carry out the operation business, and seriously cooperate with the administrators to carry out the unaccomplished matters related to the reorganization proceedings. In the context of stagnant domestic traditional manufacturing industry, the company accelerates the transformation of its own professionalization, informatization, and manufacturing miniaturization, intensifies the adjustment of product structure, strengthens the quality management, enhances the costs management and control, makes efforts to improve the adaptability of traditional businesses to economy new normal and the market competitiveness. Through various efforts, in 2015, the company has achieved operating income of 170,990,000 yuan, net profits of -105,900 yuan, thereinto, the net profits attributable to shareholders of listed companies are -138,400 yuan. Statement of changes in the main financial indicators of the reporting period: The period The same period of last Increase/decrease y-o-y Reason 11 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 period Operation income 170,990,030.10 212,070,585.77 -19.37% Sales decline Operation cost 159,399,271.88 198,964,665.65 -19.89% Sales decline Sales expenses 6,515,605.90 5,340,463.40 22.00% Increase in promotional expenses Administration expenses 5,391,566.14 14,108,887.56 -61.79% Paid the 2014 operating expenses reserved by reorganization plan in last year Financial expenses -675,198.21 -173,453.60 289.27% Increase in interest income Income tax expense 94,609.13 2,145,860.08 -95.59% Decrease in total profits Net cash flow from -3,029,023.82 3,921,048.18 -177.25% Received the 2014 operation activities working capital appropriated by the custodian at the same period of last year Net cash flow from -382,777.30 -591,352.99 -35.27% Fixed-asset investment investment activities has reduced in current year -3,411,801.12 3,329,695.19 -202.47% Received the 2014 working capital Net increased amount of appropriated by the cash and cash equivalent custodian at the same period of last year II. Main business analysis 1. Introduction See the “I-Introduction” in “Discussion and Analysis by the Management Team” 2. Revenue and cost (1) Constitute of operation revenue In RMB 2015 2014 Increase/decrease Ratio in operation Ratio in operation Amount Amount y-o-y revenue revenue Total of operation 170,990,030.10 100% 212,070,585.77 100% -19.37% 12 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 revenue According to industries Sales of bicycles and accessories and 170,990,030.10 100.00% 212,070,585.77 100.00% -19.37% fittings According to products Sales of bicycles and accessories and 170,990,030.10 100.00% 212,070,585.77 100.00% -19.37% fittings According to region Domestic 170,990,030.10 100.00% 212,070,585.77 100.00% -19.37% (2) About the industries, products, or regions accounting for over 10% of the company’s operating income or operating profit √Applicable □ Not applicable In RMB Increase/decrease Increase/decrease Increase/decrease Operating Operating cost Gross profit ratio of operating of operating cost of gross profit revenue revenue y-o-y y-o-y ratio y-o-y According to industries Sales of bicycles and accessories 170,990,030.10 159,399,271.88 6.78% -19.37% -19.89% 0.60% and fittings According to products Sales of bicycles and accessories 170,990,030.10 159,399,271.88 6.78% -19.37% -19.89% 0.60% and fittings According to region Domestic 170,990,030.10 159,399,271.88 6.78% -19.37% -19.89% 0.60% 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 (3) Income from physical sales larger than income from labors √ Yes □ No Increase/decrease Industries Item Unit 2015 2014 y-o-y Sales volume In 10 thousand 21.19 27.69 -23.47% Bicycles Output In 10 thousand 20.99 27.89 -24.74% Storage In 10 thousand 0.6 0.8 -25.00% Reasons for y-o-y relevant data with over 30% changes □ Applicable √ Not applicable 13 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 (4) Fulfillment of the company’s signed significant sales contracts up to this reporting period □ Applicable √ Not applicable (5) Constitute of operation cost Classification of industries Classification of industries In RMB 2015 2014 Increase/decrease Industries Item Ratio in operation Ratio in operation Amount Amount y-o-y cost cost Sales of bicycles and accessories 159,399,271.88 100.00% 198,964,665.65 100.00% -19.89% and fittings Note (6) Whether the changes in the scope of consolidation in Reporting Period □Yes √□ No (7) Major changes or adjustment in business, product or service of the Company in Reporting Period □ Applicable √ Not applicable (8) Major sales and main suppliers Major sales client of the Company Total top five clients in sales (RMB) 155,272,692.64 Proportion in total annual sales volume for top five clients 90.81% Information of top five clients of the Company Serial Name Sales (RMB) Proportion in total annual sales 1 Client 1 68,601,169.62 40.12% 2 Client 2 49,153,593.66 28.75% 3 Client 3 25,621,079.53 14.98% 4 Client 4 7,920,554.04 4.63% 5 Client 5 3,976,295.79 2.33% Total -- 155,272,692.64 90.81% Other situation of main clients □ Applicable √ Not applicable Main suppliers of the Company Total purchase amount from top five suppliers (RMB) 144,625,287.99 14 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Proportion in total annual purchase amount for top five 90.73% suppliers nformation of top five suppliers of the Company Serial Name Purchase (RMB) Proportion in total annual puechase 1 Supplier 1 70,084,208.51 43.97% 2 Supplier 2 36,476,205.13 22.88% 3 Supplier 3 14,219,649.57 8.92% 4 Supplier 4 12,883,407.69 8.08% 5 Supplier 5 10,961,817.09 6.88% Total -- 144,625,287.99 90.73% Other notes of main suppliers □ Applicable √ Not applicable 3. Expenses In RMB Increase/decrease 2015 2014 Note of major changes y-o-y Sales expense 6,515,605.90 5,340,463.40 22.00% Paid the 2014 operating expenses Management expense 5,391,566.14 14,108,887.56 -61.79% reserved by reorganization plan in last year Financial expense -675,198.21 -173,453.60 289.27% Increase in interest income 4. R&D investment □ Applicable √ Not applicable 5. Cash flow In RMB Item 2015 2014 Y-o-y changes Subtotal of cash in-flow from 100,041,540.65 223,967,528.32 -55.33% operation activity Subtotal of cash out-flow from 103,070,564.47 220,046,480.14 -53.16% operation activity Net cash flow from operation -3,029,023.82 3,921,048.18 -177.25% activity Subtotal of cash in-flow from 100,500.00 -100.00% 15 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 investment activity Subtotal of cash out-flow from 382,777.30 691,852.99 -44.67% investment activity Net cash flow from investment -382,777.30 -591,352.99 -35.27% activity Net increased amount of cash -3,411,801.12 3,329,695.19 -202.47% and cash equivalent Main reasons for y-o-y major changes in aspect of relevant data √Applicable □ Not applicable 1. In 2015, the cash inflow from operating activities has significantly declined compared with 2014, mainly because the 2013 corporate income tax of 92,388,200 yuan appropriated by the custodian and the 2014 operating expenses reserved by reorganization plan have been received in 2014. 2. In 2015, cash outflow from operating activities has significantly declined compared with 2014, mainly because the company has paid the 2013 corporate income tax and the 2014 operating expenses reserved by reorganization plan in 2014. Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company √Applicable □Not applicable Mainly to pay accounts payable etc. operating payable items III. Analysis of the non-main business √Applicable □Not applicable In RMB Amount Ratio in total profit Note Whether be sustainable Asset impairment 308,237.93 -2,723.04% Provision for bad debts No Restructuring case to be Non-operating 4,210,594.98 -37,197.25% disposed of asset No income management income Restructuring case to be Non-operating 3,841,393.90 -33,935.65% disposed of asset No expense management income IV. Assets and liability 1. Major changes of assets composition In RMB End of 2015 End of 2014 Ratio Notes of major changes Amount Ratio in total Amount Ratio in total changes 16 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 assets assets Monetary fund 26,752,065.66 58.32% 30,163,866.78 58.58% -0.26% Account 9,195,296.32 20.05% 6,790,982.50 13.19% 6.86% receivable Inventory 4,057,247.68 8.85% 6,171,307.53 11.99% -3.14% Fix assets 1,007,906.43 2.20% 773,961.84 1.50% 0.70% Note receivable 2,200,000.00 4.27% -4.27% Advance payment 397,833.20 0.87% 348,277.01 0.68% 0.19% Other receivables 395,523.78 0.86% 511,254.81 0.99% -0.13% Intangible assets 3,765,000.00 8.21% 4,518,000.00 8.77% -0.56% Deferred tax 89,066.31 0.19% 11,997.08 0.02% 0.17% assets Other current 209,155.59 0.46% 0.46% assets 2. Assets and liability measured by fair value □ Applicable √ Not applicable V. Investment 1. Overall situation □ Applicable √ Not applicable 2. The major equity investment obtained in the reporting period □ Applicable √ Not applicable 3. The major non-equity investment doing in the reporting period □ Applicable √ Not applicable 4. Financial assets investment (1) Securities investment □ Applicable √ Not applicable The company had no securities investment in the reporting period. (2) Derivative investment □ Applicable √ Not applicable 17 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 The Company has no derivatives investment in the Period 5. Application of raised proceeds □ Applicable √ Not applicable The company had no application of raised proceeds in the reporting period. VI. Sales of major assets and equity 1. Sales of major assets □ Applicable √ Not applicable The Company had no sales of major assets in the reporting period. 2. Sales of major equity □ Applicable √ Not applicable VII. Analysis of main holding company and stock-jointly companies √Applicable □ Not applicable Particular about main subsidiaries and stock-jointly companies net profit over 10% In RMB Company Main Register Operating Operating Type Total assets Net Assets Net profit name business capital revenue profit Shenzhen Sales of Emmelle 39,689,215.8 170,989,389. Subsidiary bicycles and 2000000 5,417,284.02 188,220.65 108,089.35 Industry Co., 1 07 accessories Ltd. Particular about subsidiaries obtained or disposed in report period □ Applicable √ Not applicable Notes of holding and shareholding companies The Company holds 70 percent equity of the Shenzhen Emmelle Industry Co., Ltd., the balance of minority equity at year-end amounting to 1,764,393.82 Yuan. VIII. Structured vehicle controlled by the Company □ Applicable √ Not applicable IX. Future Development Prospects 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 18 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 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 manufacturing field is expected to remain in a hard situation with rising labor cost, manufacturing cost, financing cost and parts. 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 2016 is: (1) To continuously promote restructuring while in active cooperation with shareholders and the Board. (2) To reform and perfect the internal operating mechanism; distributed the annual targets to every marketing companies and every regional manager, evaluation based on manager responsibility system, following up month by month and rolling evaluation (3) Make great efforts to maintain the traditional business, closely watch the first-tier big customers, focus on developing the second-tier customers, actively promote the extension of its distribution network terminal building, further expand new markets, and support new customers. (4) Create conditions in terms of human, finance, and materials, etc., continue to build a comprehensive e-commerce business model and promote the information management based on the e-commerce work of last year, further train the e-commerce team, focus on improving the marketing capacity and brand publicity coverage of Emmelle flagship stores at various e-commerce platforms, improve the company's official shopping mall website and Wechat shopping mall, expand the brand influence, drive the fast growth of network marketing, and improve the enterprises’ market competiveness and profitability. (5) Improve the supporting work of offline business, bring the traditional network dealers, physical stores and OEM plants into the offline supporting system of e-commerce business by reforming the mechanisms and sharing the benefits, utilize Qinghu base to create effective support services of small manufacturing for market demand and e-commerce business, and achieve win-win and common development. (6) Increase the follow-up work to group purchase orders through the cooperation with government procurement information center. (7) Combine the e-commerce means with the traditional business means for brand and product publicity, utilize the clubs to organize some special competitions and cycling races around Qinghai Lake and Hainan Island to publicize and promote the brand. (8) Adjust rebate policy, take the month-by-month activities, assessment and rebate to promote sales. (9) To enhance the development of medium-to-high end 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) Strengthen the background management and office automation, and improve the support degree of background departments to front desk business. 19 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 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 labor cost, manufacturing cost, financing cost and parts 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. Reception of research, communication and interview 1. In the report period, reception of research, communication and interview √Applicable □ Not applicable Time Way Type Basic situation index of investigation Consulting company restructuring 2015 Telephone communication Individual problem Reception (times) 8 Number of hospitality 0 Number of individual reception 8 Number of other reception 0 Disclosed, released or let out major undisclosed No information 20 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Section V. Iimportant Events I. Profit distribution plan of common stock and capitalizing of common reserves plan Formulation, Implementation and Adjustment of common stock Profit Distribution Policy Especially Cash Dividend policy during the Reporting Period □ Applicable √ Not applicable Profit distribution plan (pre-plan) of common stock and capitalizing of common reserves plan (pre-plan) in latest three years (including the reporting period) Nil Cash dividend of common stock in latest three years (including the reporting period) In RMB Net profit Ratio in net profit attributable to attributable to common stock common stock Year for bonus Amount for cash shareholders of shareholders of Amount for cash Proportion for cash shares bonus (tax included) listed company in listed company bonus by other ways bonus by other ways consolidation contained in statement for bonus consolidation year statement 2015 0.00 -138,355.58 0.00 0.00% 2014 0.00 4,885,678.56 0.00 0.00% 2013 0.00 1,575,223,894.89 0.00 0.00% The Company gains profits in reporting period and the retained profit of common stock shareholders provided by parent company is positive but no plan of cash dividend proposed of common stock □ Applicable √ Not applicable II. Profit distribution plan and capitalizing of common reserves plan for the Period □ Applicable √ Not applicable The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either for the year . III. Implementation of commitment 1. Commitments that the company, shareholders, actual controller, offeror, directors, supervisors, senior management or other related parties have fulfilled during the reporting period and have not yet fulfilled by the end of reporting period □ Applicable √ Not applicable In the reporting period, the Company had no commitment that the company, shareholders, actual controller, offeror, directors, supervisors, senior management or other related parties have fulfilled during the reporting period and have not yet fulfilled by the end 21 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 of reporting period. 2. Concerning assts or project of the Company, which has profit forecast, and reporting period still in forecasting period, explain reasons of reaching the original profit forecast □ Applicable √ Not applicable IV. Non-operational fund occupation from controlling shareholders and its related party □ Applicable √ Not applicable No non-operational fund occupation from controlling shareholders and its related party in period. V. Explanation from Board of Directors, Supervisory Committee and Independent Directors (if applicable) for “Qualified Opinion” that issued by CPA √ Applicable □ Not applicable th On 11 , May 2012, the largest shareholder and biggest creditor of the Company, Shenzhen Guosheng Energy Investment and Development Co., Ltd. applied to Shenzhen Municipal Intermediate People's Court for reforming the Company as the Company couldn’t pay off the matured debts and was seriously insolvent. On 12th, Oct., 2012, Shenzhen Municipal Intermediate People's Court ruled to accept the application proposed by Guosheng Energy according to (2012) Shenzhen Intermediate Court Po Zi No. 30 civil ruling. In late October, 2012, Shenzhen Municipal Intermediate People's Court ruled to reform the Company since 25th, Oct., 2012 according to (2012) Shenzhen Intermediate Court Po Zi No. 30-1 civil ruling, appointed King & Wood (Shenzhen) Mallesons and Shenzhen ZhengYuan Liquidation Affairs Co., Ltd. as the custodians of the Company. At the same time, Shenzhen Municipal Intermediate People's Court made (2012) Shenzhen Intermediate Court Po Zi No. 30-1 written decision, and approved the Company to manage property and business affairs by itself under the supervision of custodians according to the law. 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. VI. Particulars about the changes in aspect of accounting policy, estimates and calculation method compared with the financial report of last year □ Applicable √ Not applicable No particulars about the changes in aspect of accounting policy, estimates or calculation method in Period. VII. Major accounting errors within reporting period that needs retrospective restatement □ Applicable √ Not applicable No major accounting errors within reporting period that needs retrospective restatement for the Company in the period. 22 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 VIII. Compare with last year’s financial report; explain changes in consolidation statement’s scope □ Applicable √ Not applicable No changes in consolidation statement’s scope for the Company in the reporting. IX. 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 45 thousand Yuan) Continuous life of auditing service for domestic 11 accounting firm Name of domestic CPA Li Zehao, Ren Weixing Re-appointed accounting firms in this period □Yes √No Appointment of internal control auditing accounting firm, financial consultant or sponsor √Applicable □ Not applicable In 2015, the Company appointed Ruihua Certified Public Accountant (LLP) as the auditing of the internal control, and auditing fee RMB 150,000. X. Particular about suspended and delisting after annual report disclosed □ Applicable √ Not applicable XI. Bankruptcy reorganization □ Applicable √ Not applicable No bankruptcy reorganization for the Company in reporting period XII. Significant lawsuits and arbitrations of the Company □Applicable √Not applicable No significant lawsuits and arbitrations occurred in the reporting period XIII. Penalty and rectification □ Applicable √ Not applicable No penalty and rectification for the Company in reporting period. 23 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 XIV. Integrity of the company and its controlling shareholders and actual controllers □ Applicable √ Not applicable XV. Implementation of the company’s stock incentive plan, employee stock ownership plan or other employee incentives □ Applicable √ Not applicable The Company had no implementation of the company’s stock incentive plan, employee stock ownership plan or other employee incentives in the reporting period. XVI. Major related transaction 1. Related transaction with routine operation concerned □ Applicable √ Not applicable No related transaction with daily operation concerned for the Company in reporting period 2. Related transactions by assets acquisition and sold □ Applicable √ Not applicable No related transactions by assets acquisition and sold for the Company in reporting period 3. Main related transactions of mutual investment outside □ Applicable √ Not applicable No main related transactions of mutual investment outside for the Company in reporting period 4. Contact of related credit and debt √ Applicable □ Not applicable Whether exist non-operating contact of related credit and debt or not √Yes □No Claim receivable from related party Whether Current Balance at Current Current has newly Balance at period-begi recovery interest Related Relationshi non-busines added period-end Causes n (10 (10 Interest rate (10 party p s capital (10 (10 thousand thousand thousand thousand occupying thousand Yuan) Yuan) Yuan) Yuan) or not Yuan) Influence on operation result and financial N/A statue of the Company from related credit Debts payable to related party Balance at Current Current Current Balance at period-begin newly added recovery interest period-end Related party Relationship Causes Interest rate (10 thousand (10 thousand (10 thousand (10 thousand (10 thousand Yuan) Yuan) Yuan) Yuan) Yuan) 24 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Shenzhen Guosheng Subsidiary Energy Controlling Emmelle 650 650 Investment shareholder loan Development Co., Ltd. Influence on operation result and financial statue of the No influence Company from related debts 5. Other related transactions □ Applicable √ Not applicable The company had no other significant related transactions in reporting period. XVII. Significant contract and implementations 1. Trusteeship, contract and leasing (1) Trusteeship □ Applicable √ Not applicable No trusteeship for the Company in reporting period (2) Contract □ Applicable √ Not applicable No contract for the Company in reporting period (3) Leasing □ Applicable √ Not applicable No leasing for the Company in reporting period 2. Major guarantees □ Applicable √ Not applicable No guarantee for the Company in reporting period 3. Entrust others to cash asset management (1) Trust financing □ Applicable √ Not applicable No trust financing for the Company in reporting period (2) Entrusted loans □ Applicable √ Not applicable The company had no entrusted loans in the reporting period. 4. Other material contracts 25 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 □ Applicable √ Not applicable No other material contracts for the Company in reporting period XVIII. Explanation on other significant events □ Applicable √ Not applicable No explanation on other significant events for the Company in reporting period. XIX. Significant event of subsidiary of the Company □ Applicable √ Not applicable XX. Social responsibility □ Applicable √ Not applicable XXI. Issuance of corporate bonds Whether the company has corporate bonds that have been publicly issued and listed on the stock exchange, and not yet due or due but not fully cashed on the approval date of annual report No 26 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Section VI. Changes in Shares and Particulars about Shareholders I. Changes in Share Capital 1. Changes in Share Capital In Share Before the Change Increase/Decrease in the Change (+, -) After the Change Capitaliza New Proportio Bonus tion of Proportio Amount shares Others Subtotal Amount n shares public n issued reserve I. Restricted shares 6,207 0.00% 0 6,207 0.00% 1. State-owned shares 0 0.00% 0 0 0.00% 2. State-owned legal person’s 0 0.00% 0 0 0.00% shares 3. Other domestic shares 6,207 0.00% 0 6,207 0.00% Including: Domestic legal 0 0.00% 0 0 0.00% person’s shares Domestic natural person’s 6,207 0.00% 0 6,207 0.00% shares 4. Foreign shares 0 0.00% 0 0 0.00% Including: Foreign legal 0 0.00% 0 0 0.00% person’s shares Foreign natural person’s 0 0.00% 0 0 0.00% shares 551,341,7 551,341,7 II. Unrestricted shares 100.00% 0 100.00% 40 40 302,978,7 302,978,7 1. RMB Ordinary shares 54.95% 0 54.95% 58 58 2. Domestically listed foreign 248,362,9 248,362,9 45.05% 0 45.05% shares 82 82 3. Overseas listed foreign 0 0.00% 0 0 0.00% shares 4. Others 0 0.00% 0 0 0.00% 551,347,9 551,347,9 III. Total shares 100.00% 0 100.00% 47 47 Reasons for share changed □ Applicable √ Not applicable Approval of share changed □ Applicable √ Not applicable Ownership transfer of share changed 27 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 □ Applicable √ Not applicable Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common shareholders of Company in latest year and period □ Applicable √ Not applicable Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators □ Applicable √ Not applicable 2. Changes of restricted shares □ Applicable √ Not applicable II. Securities issuance and listing 1. Security offering (without preferred stock) in Reporting Period □ Applicable √ Not applicable 2. Changes of total shares and shareholders structure as well as explanation on changes of assets and liability structure □ Applicable √ Not applicable 3. Existing internal staff shares □ Applicable √ Not applicable 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 preference shareholders Total preference Total common with voting Total common shareholders with stock rights recovered stock voting rights shareholders at at end of last shareholders in 49,038 52,931 recovered at end of 0 0 end of last month month before reporting reporting period (if before annual annual report period-end applicable) (found report disclosed disclosed (if in note8) applicable) (found in note8) Particulars about shares held above 5% by shareholders or top ten shareholders Total Amount Amount Number of share pledged/frozen Proportio Changes Full name of Nature of n of sharehold of of in report Shareholders shareholder shares ers at restricted un-restrict State of share Amount held period the end of shares ed shares 28 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 report held held period Shenzhen Guocheng Energy Domestic 63,508,74 63,508,74 Investment non-State-owned 11.52% 0 0 7 7 Development Co., legal person Ltd. UOB Koy Hian Foreign legal 12,293,85 12,293,85 (Hongkong) Co., 2.23% 12293850 0 person 0 0 Ltd. Specific account of property Domestic disposition for non-State-owned 1.53% 8,450,002 0 0 8,450,002 bankruptcy legal person enterprise of CBC Shenwan Hongyuan Foreign legal Securities 1.15% 6,348,670 6348670 0 6,348,670 person (Hongkong) Co., Ltd. Guosen Securities Foreign legal (Hongkong) 0.99% 5,476,051 5476051 0 5,476,051 person brokerage Co., Ltd. Domestic nature Zhu Xiaowei 0.73% 4,012,600 4012600 0 4,012,600 person Domestic nature Li Huili 0.71% 3,891,124 0 0 3,891,124 person China Merchants State-owned legal Securities Hong 0.70% 3,870,972 3870972 0 3,870,972 person Kong Co., Ltd. Domestic nature Xu Hongbo 0.57% 3,137,419 0 0 3,137,419 person Domestic nature Zong Bin 0.55% 3,056,400 3056400 0 3,056,400 person Strategy investors or general corporation comes top 10 shareholders N/A due to rights issue (if applicable) (see note 3) Li Huili, the spouse of actual controller Ji Hanfei, holding B-share of the Company on Explanation on associated relationship behalf of Shenzhen Guocheng Energy Investment Development Co., Ltd., beyond that, the among the aforesaid shareholders Company has no idea of whether other circulated shareholders belong to concerted action 29 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 persons ruled 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-restrict shares held at Period-end Type Amount Shenzhen Guocheng Energy RMB common 63,508,747 63,508,747 Investment Development Co., Ltd. shares Domestically UOB Koy Hian (Hongkong) Co., Ltd. 12,293,850 12,293,850 foreign shares RMB common Specific account of property 4,655,913 4,655,913 shares disposition for bankruptcy enterprise Domestically of CBC 3,794,089 3,794,089 foreign shares Shenwan Hongyuan Securities Domestically 6,348,670 6,348,670 (Hongkong) Co., Ltd. foreign shares Guosen Securities (Hongkong) Domestically 5,476,051 5,476,051 brokerage Co., Ltd. foreign shares RMB common Zhu Xiaowei 4,012,600 4,012,600 shares Domestically Li Huili 3,891,124 3,891,124 foreign shares China Merchants Securities Hong Domestically 3,870,972 3,870,972 Kong Co., Ltd. foreign shares Domestically Xu Hongbo 3,137,419 3,137,419 foreign shares RMB common Zong Bin 3,056,400 3,056,400 shares Expiation on associated relationship or Li Huili, the spouse of actual controller Ji Hanfei, holding B-share of the Company on consistent actors within the top 10 behalf of Shenzhen Guocheng Energy Investment Development Co., Ltd., beyond that, the un-restrict shareholders and between Company has no idea of whether other circulated shareholders belong to concerted action top 10 un-restrict shareholders and top persons ruled in the Administration Norms for Information Disclosure of Change on 10 shareholders Shareholding of Shareholders of Listed Companies. Explanation on top 10 shareholders involving margin business (if N/A applicable) (see note 4) Whether top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held of the Company have no 30 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 buy-back agreement dealing in reporting period. 2. Controlling shareholder of the Company Nature of controlling shareholders: natural person holding Type of controlling shareholders: legal person Legal person/person Controlling shareholders Date of foundation Organization code Main operation business in charge of the unit Industry development, domestic commerce, Shenzhen Guocheng Energy materials supply and sale Investment Development Co., Ji Hanfei 2005-04-26 440301105151303 (excluding specially run, Ltd. controlled and sold merchandises) Equity of other domestic/oversea listed company control by N/A controlling shareholder as well as stock-joint in report period Changes of controlling shareholders in reporting period □ Applicable √ Not applicable The Company had no changes of controlling shareholders in reporting period 3. Actual controller of the Company Nature of actual controller: domestic natural person Type of actual controller: natural person Whether obtained right of residence of other countries or Actual controller Nationality regions or not Ji Hanfei P.R.C No Profession and title in latest five years Legal person of Shenzhen Guocheng Energy Investment Development Co., Ltd. Listed company in and out of China N/A controlled in past decades Changes of actual controller in reporting period □ Applicable √ Not applicable No changes of actual controllers for the Company in reporting period. Property right and controlling relationship between the actual controller and the Company is as follow: 31 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Ji Hanfei Hanfei 100% Shenzhen Guocheng Energy Investment Development Co., Ltd. 11.52% Shenzhen China Bicycle Company (Holding) Limited 司 Actual controller controlling the Company by entrust or other assets management □ Applicable √ Not applicable 4. Particulars about other legal person shareholders with over 10% shares held □ Applicable √ Not applicable 5. Limitation and reducing the holdings of shares of controlling shareholders, actual controllers, restructuring side and other commitment subjects □ Applicable √ Not applicable 32 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Section VII. Preferred Stock □ Applicable √ Not applicable The Company had no preferred stock in the Period. 33 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Section VIII. Particulars about Directors, Supervisors, Senior Executives and Employees I. Changes of shares held by directors, supervisors and senior executives Amount Amount Shares Shares of shares of shares Worki held at Other held at Se Start dated of End date of office increased decreased Title ng Age period-be changes period-en Name x office term term in this in this status gin (share) d period period (Share) (Share) (Share) (Share) Curre Director, ntly Li Hai M 47 2013-09-26 2016-09-25 0 0 0 0 0 Chairman in office Curre Yang Director ntly in M 59 2013-09-26 2016-09-25 0 0 0 0 0 Fenbo office Curre Yao Zhengwa Director ntly in M 42 2013-09-26 2016-09-25 0 0 0 0 0 ng office Curre ntly Cao Fang Director M 42 2013-09-26 2016-09-25 0 0 0 0 0 in office Curre Kong Na Director ntly in F 40 2013-09-26 2016-09-25 0 0 0 0 0 office Curre Independ ntly Cui Jun ent M 52 2013-09-26 2016-09-25 0 0 0 0 0 director in office Curre Independ Chen ent ntly in M 48 2013-09-26 2016-09-25 0 0 0 0 0 Shujun director office Curre Independ ntly Li Bing ent F 41 2013-09-26 2016-09-25 0 0 0 0 0 director in office 34 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Curre Superviso Li Xiang ntly in M 42 2014-06-27 2017-06-26 0 0 0 0 0 r office Curre Zheng Superviso ntly Zhonghua M 54 2014-06-27 2017-06-26 8,276 0 2,000 0 6,267 r in n office Curre Staff Li Jialin Superviso ntly in M 55 2014-06-27 2017-06-26 0 0 0 0 0 r office Curre Sun Secretary ntly in M 43 2013-09-26 2016-09-25 0 0 0 0 0 Longlong of Board office Office Luo Director leavin M 53 2013-09-26 2015-04-13 0 0 0 0 0 Guiyou g Total -- -- -- -- -- -- 8,276 0 2,000 0 6,267 II. Changes of directors, supervisors and senior executives Name Title Type Date Reasons Appointed and Li Hai Chairman 2015-04-15 Appointment of board of directors removed Director, Luo Guiyou Office leaving 2015-04-13 Personal reasons to resign Chairman III. Post-holding Professional background, major working experience and present main responsibilities in Company of directors, supervisors and senior executive 1. 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 he serves as chairman, legal representative adn president 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. 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 35 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 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. 4. Mr. Cao Fang, born in 1974, master degree; since May of 2007, he took post of item manager of marketing and management department in headquarter of Life Insurance, associate of general manager of marketing and management headquarter as well as general manager of market and business department, he acted as member of planning team of Life Insurance Branch in Guangdong. And subsequently served in strategy and development center, Office of the Chairman, Supervision office; he serves as deputy GM of Shanghai Branch of Life Insurance since March 2012. 5. 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. 6. 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. 7. 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; served as the legislative consultants of standing committee of Guangdong Province 12th session of the National People’s Congress, government procurement review expert of Shenzhen Municipal Finance Committee, Science and technology expert of Shenzhen Municipal Science & Technology Committee of Experts, Director of the eight Shenzhen Institute of accounting and Deputy director of the Expert Committee on accounting standards of enterprises in Shenzhen, Member of the five Shenzhen Institute of Certified Public Accountants in the development of small and medium firms, and Vice president of the second session Accounting Society of Futian District Shenzhen. 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. And also independent director of Chiwan Base-B, Funde Insurance Holding and Funde P&C, director of Vengood E-commerce and Cybemaut Yingke. And he served as independent director of the Company since August 2010. 36 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 8. 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. 9. Mr. Li Xiang, born in 1974, a master degree, and he used to served as organ secretary, director-general of the organiztion department, manager of H&R dept. of Jiangxi Branch of Pacific Life. He serves as deputy GM of Shenzhen Guosheng Energy Investment Development Co., Ltd. since March 2008. 10. Mr. Zheng Zhonghuan, born in 1962, engineer with bachelor degree, successively took the post in Shenzhen Light Textile Industry Company and Shenzhen Light Industry Company; since Oct. 1985, worked in Shenzhen China Bicycle (Group) Holdings Co. Ltd. and successively took the post of Deputy Manager, Manager of Planning Department, Manager of Material Department and manufacturing dept.; now he is the supervisor of the Company and Manager of Purchasing Department of the Shenzhen Emmelle Industry Co., Ltd. 11. Mr. Li Jialin, born in 1961, a master degree with a title of senior engineer. He successively served as senior engineer of the Company in electrical & mechanical engineering division, GM assistant of Hunan Guangdian Motocycle Company, manager of the Company in H&R Dept. now he serves as commissioner of comprehensive office of the Company and person in charge of the labor union. 12. 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 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. 13. 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; he served as chairman and legal representative of the Company form August 2010 to April 2015. He resigned Director and Chairman of the Company on 13 April 2015. Post-holding in shareholder’s unit √Applicable □ Not applicable Received Position in Start dated of End date of remuneration from Name Name of shareholder’s unit shareholder’s office term office term shareholder’s unit unit n (Y/N) Yao Shenzhen Guocheng Energy Investment Supervisor 2006-10-09 Yes Zhengwang Development Co., Ltd. Note of N/A 37 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 post-holding in shareholder’s unit Post-holding in other unit √Applicable □ Not applicable Received Position in Start dated of End date of office remuneration Name Name of other units other unit n office term term from other unit (Y/N) 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 Ange Laws Firm Attorney 2014-06-01 Yes Managing Chen Shujun Shenzhen Guangshen CPA 1998-01-01 Yes partner Guangdong Guangshen Judicial Accounting Legal Chen Shujun 2002-12-01 No Appraisal Institute representative Independent Chen Shujun Shenzhen Chiwan Base Co., Ltd. 2013-05-20 Yes director Independent Chen Shujun Funde Insurance Holding Co., Ltd. 2015-07-01 2018-07-01 Yes director Independent Chen Shujun Funde P&C Co., Ltd. 2015-06-04 2018-06-04 Yes director Chen Shujun Vengood E-commerce Director 2016-01-26 2019-01-26 No Li Bing Cybemaut Yingke Director 2016-02-26 2019-02-26 No Punishment of securities regulatory authority in recent three years to the company’s current and outgoing directors, supervisors and senior management during the reporting period □ Applicable √ Not applicable IV. Remuneration for directors, supervisors and senior executives Decision-making procedures, recognition basis and payment for directors, supervisors and senior executives Decision procedure of According to relevant rules of the Article of Association, the general meeting of shareholders decides remuneration of directors, remuneration of directors and supervisors. The Board of Directors decides senior management’s. 38 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 supervisors, senior 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 remuneration of directors, with decision procedure and confirmation basis. Total payment for remuneration of directors, supervisors and senior supervisors and supervisors amounted to RMB 1,840,900 from January to December in 2015. management Remuneration for directors, supervisors and senior executives in reporting period In 10 thousand Yuan Total Whether remuneration remuneration Post-holding Name Title Sex Age obtained from the obtained from status Company (before related party of taxes) the Company Currently in Li Hai Director, GM M 47 97.21 office Independent Currently in Cui Jun M 52 4 No director office Independent Currently in Chen Shujun M 48 4 No director office Independent Currently in Li Bing F 41 4 No director office Zheng Currently in Supervisor M 54 13.44 Zhonghuan office Currently in Li Jialin Staff Supervisor M 55 18.25 office Secretary of Currently in Sun Longlong M 43 43.19 Board office Total -- -- -- -- 184.09 -- Delegated equity incentive for directors, supervisors and senior executives in reporting period □ Applicable √ Not applicable V. Particulars of workforce 1. Number of Employees, Professional composition, Education background Employee in-post of the parent Company (people) 8 39 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Employee in-post of main Subsidiaries (people) 46 The total number of current employees (people) 54 The total number of current employees to receive pay (people) 54 Retired employee’ s expenses borne by the parent Company and 0 main Subsidiaries (people) Professional composition Category of professional composition Numbers of professional composition (people) Production personnel 20 Sales personnel 10 Technical personnel 7 Financial personnel 6 Administrative personnel 11 Total 54 Education background Category of education background Numbers (people) Undergraduate 9 Junior college 17 Other 28 Total 54 2. Remuneration Policy -- 3. Training programs Nil 4. Labor outsourcing □ Applicable√ Not applicable 40 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Section IX. Corporate Governance I. Corporate governance of the Company 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. Is there any difference between the actual condition of corporate governance and relevant regulations about corporate governance for listed company from CSRC? □Yes √ No There are no differences between the actual condition of corporate governance and relevant regulations about corporate governance for listed company from CSRC. II. Independency of the Company relative to controlling shareholders’ in aspect of businesses, personnel, assets, organization and finance The Company separate business, personnel, assets, institute and finance with largest shareholder or other related parties, owes independent and completed self-operation ability. III. Horizontal competition □ Applicable √ Not applicable IV. 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 Ratio of investor Session of meeting Type Date Date of disclosure Index of disclosure participation No.: 2015015, Resolution 24th General Meeting Annual General 12.21% 2015-06-29 2015-06-29 announcement 24th (for 2014) Meeting General Meeting (for 2014) 2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore □ Applicable √ Not applicable V. Responsibility performance of independent directors 1. The attending of independent directors to Board meetings and general meeting The attending of independent directors to Board Meeting 41 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Times of Board Absent the meeting Times of Times of Name of independent Times of Times of Meeting for the supposed to attending by entrusted director Presence Absence second time in a attend in the communication presence row (Y/N) report period Cui Jun 6 2 4 0 0 No Chen Shujun 6 2 4 0 0 No Li Bing 6 2 4 0 0 No Times for attending general meeting 1 from independent directors Explanation of absent the Board Meeting for the second time in a row Nil 2. Objection for relevant events from independent directors Independent directors come up with objection about Company’s relevant matters □Yes √No Independent directors has no objections for relevant events in reporting period 3. Other explanation about responsibility performance of independent directors The opinions from independent directors have been adopted √ Yes □ No Explanation on advice that accepted/not accepted from independent directors Nil VI. Duty performance of the special committees under the board during the 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. Remuneration and appraisal commission of the Company, in reporting period, according to the “Interim Measure on Assessment Reward of Annual Performance for Senior Executives”, carry out evaluation on the management team members for operation works in 2014, and propose a annual reward plans. In line with the requirement of internal control, and actual current operation condition of the Company, propose the proposal of “revised the ‘Interim Measure on Assessment Reward of Annual Performance for Senior Executives”, and submit for deliberation on general meeting. VII. Works from Supervisory Committee The Company has risks in reporting period that found in supervisory activity from supervisory committee □ Yes √ No Supervisory committee has no objection about supervision events in reporting period VIII. Examination and incentives of senior management 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 42 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 and transparent, in accordance with provisions of the law. IX. Internal Control 1. Details of major defects in IC appraisal report that found in reporting period □Yes √ No 2. Appraisal Report of Internal Control Disclosure date of full internal control 2016-04-25 evaluation report Disclosure index of full internal control Self-evaluation report of internal control for year of 2015 of China Bicycle Company evaluation report (Holdings) Limited The ratio of the total assets of units included in the scope of evaluation accounting for the total assets on the 100.00% company's consolidated financial statements The ratio of the operating income of units included in the scope of evaluation accounting for the operating income on the 100.00% company's consolidated financial statements Defects Evaluation Standards Category Financial Reports Non-financial Reports Material defect: (1) inefficiency of Material defect: (1) inefficiency of environment control; (2) inefficiency of environment control; (2) inefficiency of internal supervision; (3) direct impact on internal supervision; (3) direct impact on major mistakes of investment decisions; (4) major mistakes of investment decisions; directly make the significant error in the (4) directly make the significant error in financial statements; (5) violation of the the financial statements; (5) violation of laws, regulations, rules and other normative the laws, regulations, rules and other documents, resulting in investigation of the normative documents, resulting in Qualitative criteria central government and regulatory agencies, investigation of the central government and being sentenced to a fine or penalty, and regulatory agencies, and being being restricted industry exit, canceling sentenced to a fine or penalty, being business license and being forced the closure restricted industry exit, canceling of etc. Major defect: (1) indirect impact on business license and being forced the major mistakes of investment decisions; (2) closure of etc. Major defect: (1) indirect indirectly make the significant error in the impact on major mistakes of investment financial statements; (3) Lack of important decisions; (2) indirectly make the system; (4) violation of the laws, regulations, significant error in the financial 43 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 rules and other normative documents, statements; (3) Lack of important resulting in investigation of the local system; (4) violation of the laws, government and regulatory agencies, and regulations, rules and other normative being sentenced to a fine or penalty, and documents, resulting in investigation of being ordered to suspend business for the local government and regulatory rectification and cause the Company’s agencies, and being sentenced to a fine business stop of etc. General defect: other or penalty, and being ordered to suspend control defect besides material defect and business for rectification and cause the major defect. Company’s business stop of etc. General defect: other control defect besides material defect and major defect. 1. Potential loss or potential error of total 1. Potential loss or potential error of total profit: (1) General defect: less than or profit: (1) General defect: less than or equal equal to pre-tax total profit of 3%, (2) to pre-tax total profit of 3%, (2) Major Major defect: more than pre-tax total defect: more than pre-tax total profit of profit of 3%( and absolute amount more 3%( and absolute amount more than RMB than RMB 0.5 million), (3) Material 0.5 million), (3) Material defect:: more than defect:: more than 5% of pre-tax total 5% of pre-tax total profit and absolute profit and absolute amount more than amount more than RMB 1 million; 2. RMB 1 million; 2. Potential loss or Potential loss or potential error of operating potential error of operating income: (1) income: (1) General defect: less than or General defect: less than or equal to equal to operating income of 1%, (2) Major operating income of 1%, (2) Major Quantitative standard defect: more than 1% of operating income defect: more than 1% of operating and less than or equal to 3% of operation income and less than or equal to 3% of income, (3) Material defect:: more than 3% operation income, (3) Material defect:: of operating income; 3. Potential loss or more than 3% of operating income; 3. potential error of total assets: (1) General Potential loss or potential error of total defect: less than or equal to 1% of total assets: (1) General defect: less than or assets, (2) Major defect: more than 1% of equal to 1% of total assets, (2) Major total profit and less than or equal to 3% of defect: more than 1% of total profit and total profit, (3) Material defect:: more than less than or equal to 3% of total profit, 3% of total profit (3) Material defect:: more than 3% of total profit Amount of significant defects in financial 0 reports Amount of significant defects in 0 non-financial reports Amount of important defects in financial 0 reports 44 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Amount of important defects in 0 non-financial reports X. Auditing report of internal control √Applicable □ Not applicable Deliberations in Internal Control Audit Report We considers that China Bicycle Company (Holdings) Limited, in line with Basic Norms of Internal Control and relevant regulations, shows an effectiveness internal control of financial report in all major aspects dated 31 December 2015. Disclosure details of audit report of Disclosed internal control Disclosure date of audit report of 2016-04-25 internal control (full-text) Index of audit report of internal Rui Hua Zhuan Shen Zi [2016] No. 48030016 “Auditing Report of Internal Control for year of control (full-text) 2015”, Juchao website Opinion type of auditing report of Unqualified auditor’s report with explanatory paragraph IC Whether the non-financial report No had major defects Carried out modified opinion for internal control audit report from CPA √Yes □No Explanation on modified audit opinions for internal control issued by CPA RuihuaCertified Public Accountants (LLP) issued qualified audit opinions with explanatory notes for the internal control of 2015. Ruihua CPA considers that the Company, in line with Basic Norms of Internal Control and relevant regulations, shows an effectiveness internal control of financial report in all major aspects dated 31 December 2015. With the explanatory notes attached, remind users of the internal control auditing report, the 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. The internal control audit report, issued by CPA, has concerted opinion with self-evaluation report, issued from the Board √ Yes □ No 45 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Section X. Financial Report I. Audit report Type of audit opinion Unqualified auditor’s report with explanatory paragraph Signing date of audit report 2016-04-22 Name of audit institute Ruihua Certified Public Accountant (LLP) Number of audit report Ruihua Shen Zi [2016] No. 48030032 Name of CPA Li Zehao, Ren Weixing Text of auditor’s Report To all shareholders of Shenzhen China Bicycle Company (Holdings) Limited We have audited the Companying consolidated and parent Company’s financial statements of Shenzhen China Bicycle Company (Holdings) Limited (“CBC”), including balance sheet of 31 December 2015, and profit statement for year of 2015, 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 opinion. III. Auditing opinion 46 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 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, 2015, 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-1 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 2015-12-31 In RMB Item Closing balance Opening balance Current assets: Monetary funds 26,752,065.66 30,163,866.78 Settlement provisions Capital lent Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes receivable 2,200,000.00 Accounts receivable 9,195,296.32 6,790,982.50 Accounts paid in advance 397,833.20 348,277.01 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable 47 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Other receivables 395,523.78 511,254.81 Purchase restituted finance asset Inventories 4,057,247.68 6,171,307.53 Divided into assets held for sale Non-current asset due within one year Other current assets 209,155.59 Total current assets 41,007,122.23 46,185,688.63 Non-current assets: Loans and payments on behalf Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment Investment property Fixed assets 1,007,906.43 773,961.84 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 3,765,000.00 4,518,000.00 Expense on Research and Development Goodwill Long-term expenses to be apportioned Deferred income tax asset 89,066.31 11,997.08 Other non-current asset Total non-current asset 4,861,972.74 5,303,958.92 Total assets 45,869,094.97 51,489,647.55 Current liabilities: Short-term loans Loan from central bank Absorbing deposit and interbank deposit Capital borrowed 48 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes payable Accounts payable 7,787,813.83 10,278,377.96 Accounts received in advance 2,024,718.30 2,595,736.07 Selling financial asset of repurchase Commission charge and commission payable Wage payable 1,384,667.20 1,772,814.72 Taxes payable 1,271,303.96 2,232,187.80 Interest payable Dividend payable Other accounts payable 20,010,360.36 21,114,424.93 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Divided into liability held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 32,478,863.65 37,993,541.48 Non-current liabilities: Long-term loans Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable Special accounts payable Projected liabilities Deferred income Deferred income tax liabilities 49 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Other non-current liabilities Total non-current liabilities Total liabilities 32,478,863.65 37,993,541.48 Owner’s equity: Share capital 551,347,947.00 551,347,947.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 627,834,297.85 627,834,243.83 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus public reserve 32,673,227.01 32,673,227.01 Provision of general risk Retained profit -1,200,090,425.75 -1,199,952,070.17 Total owner’s equity attributable to 11,765,046.11 11,903,347.67 parent company Minority interests 1,625,185.21 1,592,758.40 Total owner’s equity 13,390,231.32 13,496,106.07 Total liabilities and owner’s equity 45,869,094.97 51,489,647.55 Legal Representative: Li Hai Person in charge of Accounting Works: Sun Longlong Person in charge of Accounting Institution: Zhong Xiaojin 2. Balance Sheet of Parent Company In RMB Item Closing balance Opening balance Current assets: Monetary funds 1,199,934.09 1,363,097.01 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes receivable Accounts receivable 694,416.00 50 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Account paid in advance 82,848.00 140,275.00 Interest receivable Dividends receivable Other receivables 12,579,547.00 13,714,033.12 Inventories Divided into assets held for sale Non-current assets maturing within one year Other current assets Total current assets 13,862,329.09 15,911,821.13 Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term receivables Long-term equity investments 10,379.73 10,379.73 Investment property Fixed assets 740,727.77 624,330.89 Construction in progress Project materials Disposal of fixed assets Productive biological assets Oil and natural gas assets Intangible assets 3,765,000.00 4,518,000.00 Research and development costs Goodwill Long-term deferred expenses Deferred income tax assets Other non-current assets Total non-current assets 4,516,107.50 5,152,710.62 Total assets 18,378,436.59 21,064,531.75 Current liabilities: Short-term borrowings Financial liability measured by fair value and with variation reckoned into current gains/losses 51 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Derivative financial liability Notes payable Accounts payable 294,300.00 Accounts received in advance Wage payable 290,130.11 568,210.39 Taxes payable -278,741.70 309,944.51 Interest payable Dividend payable Other accounts payable 10,383,721.15 11,694,785.72 Divided into liability held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 10,395,109.56 12,867,240.62 Non-current liabilities: Long-term loans Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable Special accounts payable Projected liabilities Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 10,395,109.56 12,867,240.62 Owners’ equity: Share capita 551,347,947.00 551,347,947.00 Other equity instrument Including: preferred stock Perpetual capital securities 52 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Capital public reserve 627,834,297.85 627,834,243.83 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus reserve 32,673,227.01 32,673,227.01 Retained profit -1,203,872,144.83 -1,203,658,126.71 Total owner’s equity 7,983,327.03 8,197,291.13 Total liabilities and owner’s equity 18,378,436.59 21,064,531.75 3. Consolidated Profit Statement In RMB Item Current Period Last Period I. Total operating income 170,990,030.10 212,070,585.77 Including: Operating income 170,990,030.10 212,070,585.77 Interest income Insurance gained Commission charge and commission income II. Total operating cost 171,370,550.82 218,798,040.74 Including: Operating cost 159,399,271.88 198,964,665.65 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 431,067.18 508,902.12 Sales expenses 6,515,605.90 5,340,463.40 Administration expenses 5,391,566.14 14,108,887.56 Financial expenses -675,198.21 -173,453.60 Losses of devaluation of asset 308,237.93 48,575.61 53 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with -380,520.72 -6,727,454.97 “-”) Add: Non-operating income 4,210,594.98 14,685,352.23 Including: Disposal gains of 39,731.46 non-current asset Less: Non-operating expense 3,841,393.90 29,038.00 Including: Disposal loss of 5,880.00 non-current asset IV. Total Profit (Loss is listed with “-”) -11,319.64 7,928,859.26 Less: Income tax expense 94,609.13 2,145,860.08 V. Net profit (Net loss is listed with “-”) -105,928.77 5,782,999.18 Net profit attributable to owner’s of -138,355.58 4,885,678.56 parent company Minority shareholders’ gains and 32,426.81 897,320.62 losses VI. Net after-tax of other comprehensive income Net after-tax of other comprehensive income attributable to owners of parent company (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss 54 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income -105,928.77 5,782,999.18 Total comprehensive income -138,355.58 4,885,678.56 attributable to owners of parent Company Total comprehensive income 32,426.81 897,320.62 attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share -0.0003 0.0089 (ii) Diluted earnings per share -0.0003 0.0089 Enterprise combine under the same control in the Period, the combined party realized net profit of 0 Yuan before combination, and realized 0 Yuan at last period for combined party Legal Representative: Li Hai Person in charge of Accounting Works:Sun Longlong Person in charge of Accounting Institution: Zhong Xiaojin 55 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 4. Profit Statement of Parent Company In RMB Item Current Period Last Period I. Operating income 3,183,534.28 7,287,880.92 Less: Operating cost 1,183,430.55 4,505,933.46 Operating tax and extras 154,451.03 195,188.86 Sales expenses Administration expenses 2,412,060.36 13,181,561.45 Financial expenses 2,372.72 1,734.98 Losses of devaluation of asset -39.00 587.29 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 -568,741.38 -10,597,125.12 with “-”) Add: Non-operating income 4,210,594.98 14,532,283.73 Including: Disposal gains of non-current asset Less: Non-operating expense 3,836,923.90 23,158.00 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with -195,070.30 3,912,000.61 “-”) Less: Income tax expense 18,947.82 1,120,070.17 IV. Net profit (Net loss is listed with -214,018.12 2,791,930.44 “-”) V. Net after-tax of other comprehensive income (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 56 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other VI. Total comprehensive income -214,018.12 2,791,930.44 VII. Earnings per share: (i) Basic earnings per share -0.0004 0.0051 (ii) Diluted earnings per share -0.0004 0.0051 5. Consolidated Cash Flow Statement In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 93,016,514.64 108,375,320.26 services 57 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 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 amount from disposal financial assets that measured by fair value and with variation reckoned into current gains/losses 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 7,025,026.01 115,592,208.06 operating activities Subtotal of cash inflow arising from 100,041,540.65 223,967,528.32 operating activities Cash paid for purchasing commodities and receiving labor 80,757,205.50 96,445,270.32 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 58 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Cash paid to/for staff and workers 6,970,654.49 9,113,860.33 Taxes paid 4,102,934.63 96,588,723.27 Other cash paid concerning 11,239,769.85 17,898,626.22 operating activities Subtotal of cash outflow arising from 103,070,564.47 220,046,480.14 operating activities Net cash flows arising from operating -3,029,023.82 3,921,048.18 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 100,500.00 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing 100,500.00 activities Cash paid for purchasing fixed, 382,777.30 691,852.99 intangible and other long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units obtained Other cash paid concerning investing activities Subtotal of cash outflow from investing 382,777.30 691,852.99 activities Net cash flows arising from investing -382,777.30 -591,352.99 activities III. Cash flows arising from financing activities Cash received from absorbing 59 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities Cash paid for settling debts Cash paid for dividend and profit distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing activities Net cash flows arising from financing activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash -3,411,801.12 3,329,695.19 equivalents Add: Balance of cash and cash 30,163,866.78 26,834,171.59 equivalents at the period -begin VI. Balance of cash and cash 26,752,065.66 30,163,866.78 equivalents at the period -end 6. Cash Flow Statement of Parent Company In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling 38,250.00 60 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 commodities and providing labor services Write-back of tax received Other cash received concerning 12,679,197.51 124,889,662.76 operating activities Subtotal of cash inflow arising from 12,717,447.51 124,889,662.76 operating activities Cash paid for purchasing commodities and receiving labor 824,576.60 service Cash paid to/for staff and workers 2,574,126.10 5,757,714.66 Taxes paid 1,050,776.71 93,606,825.19 Other cash paid concerning 8,208,908.80 24,682,497.75 operating activities Subtotal of cash outflow arising from 12,658,388.21 124,047,037.60 operating activities Net cash flows arising from operating 59,059.30 842,625.16 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities Cash paid for purchasing fixed, 222,222.22 560,364.97 intangible and other long-term assets Cash paid for investment Net cash received from subsidiaries and other units 61 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Other cash paid concerning investing activities Subtotal of cash outflow from investing 222,222.22 560,364.97 activities Net cash flows arising from investing -222,222.22 -560,364.97 activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities Cash paid for settling debts Cash paid for dividend and profit distributing or interest paying Other cash paid concerning financing activities Subtotal of cash outflow from financing activities Net cash flows arising from financing activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash -163,162.92 282,260.19 equivalents Add: Balance of cash and cash 1,363,097.01 1,080,836.82 equivalents at the period -begin VI. Balance of cash and cash 1,199,934.09 1,363,097.01 equivalents at the period -end 7. Statement of Changes in Owners’ Equity (Consolidated) This Period In RMB 62 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 This Period Owners’ equity attributable to parent company Other equity instrument Item Less: Other Provisio Minorit Total Perpet Reason Share Capital Invento compre Surplus n of Retaine y owners’ ual able capital Prefer reserve ry hensive reserve general d profit interests equity capita reserve red Other shares income risk l stock securi ties 551,34 -1,199,9 I. Balance at the 627,834 32,673, 1,592,7 13,496, 7,947. 52,070. end of the last year ,243.83 227.01 58.40 106.07 00 17 Add: Changes of accounting policy Error correction of the last period Enterprise combine under the same control Other II. Balance at the 551,34 -1,199,9 627,834 32,673, 1,592,7 13,496, beginning of this 7,947. 52,070. ,243.83 227.01 58.40 106.07 year 00 17 III. Increase/ Decrease in this -138,35 32,426. -105,87 54.02 year (Decrease is 5.58 81 4.75 listed with “-”) (i) Total -138,35 32,426. -105,92 comprehensive 5.58 81 8.77 income (ii) Owners’ devoted and decreased capital 1.Common shares invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 63 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 4. Other (III) Profit distribution 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 3. Distribution for owners (or shareholders) 4. Other (IV) Carrying forward internal owners’ equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Other (V) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (VI)Others 54.02 54.02 IV. Balance at the 551,34 -1,200,0 627,834 32,673, 1,625,1 13,390, end of the report 7,947. 90,425. ,297.85 227.01 85.21 231.32 period 00 75 Last Period In RMB Last Period Owners’ equity attributable to parent company Other Minorit Item Less: Other Provisio Total equity instrument Reason y Share Capital Invento compre Surplus n of Retaine interest owners’ able equity capital Prefer Perpet reserve ry hensive reserve general d profit s red ual Other reserve shares income risk stock capita 64 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 l securi ties 551,34 -1,204,8 I. Balance at the 627,819 32,673, 695,437 7,698,7 7,947. 37,748. end of the last year ,910.12 227.01 .78 73.18 00 73 Add: Changes of accounting policy Error correction of the last period Enterprise combine under the same control Other II. Balance at the 551,34 627,819 32,673, -1,204,8 695,437 7,698,7 beginning of this 7,947. 37,748. ,910.12 227.01 .78 73.18 year 00 73 III. Increase/ Decrease in this 14,333. 4,885,6 897,320 5,797,3 year (Decrease is 71 78.56 .62 32.89 listed with “-”) (i) Total 4,885,6 897,320 5,782,9 comprehensive 78.56 .62 99.18 income (ii) Owners’ devoted and decreased capital 1.Common shares invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 4. Other (III) Profit distribution 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 65 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 3. Distribution for owners (or shareholders) 4. Other (IV) Carrying forward internal owners’ equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Other (V) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period 14,333. 14,333. (VI)Others 71 71 IV. Balance at the 551,34 -1,199,9 627,834 32,673, 1,592,7 13,496, end of the report 7,947. 52,070. ,243.83 227.01 58.40 106.07 period 00 17 8. Statement of Changes in Owners’ Equity (Parent Company) This Period In RMB This Period Other equity instrument Other Total Item Share Perpetu Less: Retaine Capital comprehe Reasonab Surplus al Inventory owners’ capital Preferre reserve nsive le reserve reserve d profit capital Other shares equity d stock income securiti es I. Balance at the 551,347, 627,834,2 32,673,22 -1,203,6 8,197,291 end of the last year 947.00 43.83 7.01 58,126. .13 66 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 71 Add: Changes of accounting policy Error correction of the last period Other II. Balance at the 551,347, -1,203,6 627,834,2 32,673,22 8,197,291 beginning of this 58,126. 947.00 43.83 7.01 .13 year 71 III. Increase/ Decrease in this -214,01 -213,964. 54.02 year (Decrease is 8.12 10 listed with “-”) (i) Total -214,01 -214,018. comprehensive 8.12 12 income (ii) Owners’ devoted and decreased capital 1.Common shares invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 4. Other (III) Profit distribution 1. Withdrawal of surplus reserves 2. Distribution for owners (or shareholders) 3. Other (IV) Carrying forward internal owners’ equity 1. Capital reserves conversed to capital (share capital) 67 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Other (V) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (VI)Others 54.02 54.02 IV. Balance at the 551,347, -1,203,8 627,834,2 32,673,22 7,983,327 end of the report 72,144. 947.00 97.85 7.01 .03 period 83 Last period In RMB Last period Other equity instrument Other Total Item Perpetu Less: Share Capital comprehe Reasonab Surplus Retaine al Inventory owners’ capital Preferre reserve nsive le reserve reserve d profit capital Other shares equity d stock income securiti es -1,206,4 I. Balance at the 551,347, 627,819,9 32,673,22 5,391,026 50,057. end of the last year 947.00 10.12 7.01 .98 15 Add: Changes of accounting policy Error correction of the last period Other II. Balance at the 551,347, -1,206,4 627,819,9 32,673,22 5,391,026 beginning of this 50,057. 947.00 10.12 7.01 .98 year 15 III. Increase/ 2,791,9 2,806,264 Decrease in this 14,333.71 30.44 .15 year (Decrease is 68 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 listed with “-”) (i) Total 2,791,9 2,791,930 comprehensive 30.44 .44 income (ii) Owners’ devoted and decreased capital 1.Common shares invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 4. Other (III) Profit distribution 1. Withdrawal of surplus reserves 2. Distribution for owners (or shareholders) 3. Other (IV) Carrying forward internal owners’ equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Other (V) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period 69 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 (VI)Others 14,333.71 14,333.71 IV. Balance at the 551,347, -1,203,6 627,834,2 32,673,22 8,197,291 end of the report 58,126. 947.00 43.83 7.01 .13 period 71 III. Company Profile (I) Company History According to the Approval Document SFBF (1991) No. 888 issued by the People’s Government of Shenzhen, Shenzhen China Bicycle Company (Holdings) Limited (hereinafter referred to as the Company) was reincorporated as the company limited by shares in November 1991. On 28 December 1991, upon the Approval Document SRYFZ(1991) No. 119 issued by Shenzhen Special Economic Zone Branch of the People’s Bank of China, the Company got listed on Shenzhen Stock Exchange. The Company reserves the business license for the enterprise legal person (QGYSZFZ No.101165) [the registered number has been altered as 440301501122085] with the registered capital of RMB551, 347,947.00. (II) Business Scope and Operation The Company belongs to the machinery manufacture industry and mainly engages in the production and assembly of various bicycles and spare parts, components, parts, mechanical product, sport machinery, fine chemicals, carbon fiber composites material, household electrical appliance and affiliated components (products management by license excluded). The Company is specialized in making the middle-top rank bicycles, the main brands are EMMELLE and various electrical bicycles. The majority of its products were previously exported, however, the sales volume sharply declined in recent years because of the antidumping litigation. Hence, the Company commences on the debt reorganization and the reorganization plan was completed on 27 December 2013 with bankruptcy proceedings terminated. Meanwhile, makes greater efforts to develop and research the new products, and creates a range of electrical bicycles to occupy the domestic market. Up to 31 December 2015, shares issued by the Company counted as 551,347,947 shares accumulated. The financial statement has been deliberated and approved on the Board dated 22 April 2016. Nil IV. Compilation Basis of Financial Statement 1. Compilation Basis The Company proceed on continue operating as a premise, according to the actual occurred transactions and events, based on Accounting Standard for Business Enterprise—Basic Rules(Ministry of Finance Order No. 33, 70 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Ministry of Finance Order No. 76 Revised), 41 specific accounting rules issued and revised on 15 February 2006 and later, the Application Guide of Accounting Standard for Enterprise, the Accounting Standard Explanation and other relevant regulations(together as “Accounting Standards for Business Enterprises”) as well as the Information Disclosure Rules of the Company who Publicly Issues Securities No.15—General Rules of Financial Report (2015 Revised) issued by CSRC 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. As for the non-current assets ready for sold, amount after deducted estimated cost by fair value and the original book value qualify with condition of hold ready for sold, calculated based on the lower one. If impairment occurred for assets, accrual relevant impairment provision in line with relevant regulations. 2. Going concern 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 the last ten-day of 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. 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. 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. V. Main accounting policy and Accounting Estimate Tips for specific accounting policy and estimate: Accounting policy and estimate are strictly in line with relevant regulations and laws. 1. Declaration on compliance with accounting standards The financial statement prepared by the Company are compliance with the requirement of accounting rules, reflect a true and completed financial status of the Company dated 31 December 2015 and operation results and cash flows for the year of 2015. Furthermore, the financial statement, in all major aspects, conform to the Information Disclosure Rules of the Company who Publicly Issues Securities No.15—General Rules of Financial Report 71 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 issued by CSRC, revised in 2015, and relevant disclosure requirement and its notes. 2. Accounting period Accounting period of the Company consist of annual and mid-term, mid-term refers to the reporting period shorter than one annual accounting year. The company adopts Gregorian calendar as accounting period, namely form each 1 January to 31 December. 3. Business cycles Normal business cycle is the period from purchasing assets used for process by the Company to the cash and cash equivalent achieved. The Company’s business cycle was 12 months, and it is the determining criterion for asses liquidity and liability liquidity. 4. Recording currency Renminbi is the operation location and main economy environment’s currency for the Company and subsidiaries in China, Renminbi is the book-keeping currency of the Company and subsidiaries. Renminbi is used for recording in the financial statement under the name of the Company. 5. 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 Enterprise combination under the same control is the enterprise who take part in the combination are have the same ultimate controller or under the same controller, the control is not temporary. The combining party is the one, on combination day, obtained controlling rights from other participant enterprise. Combination day is the date when combining party obtained controlling rights from the combined party. The assets and liability acquired by combining party are measured by book value of the combined party on combination date. Balance of net assets’s book value acquired by combining party and combine consideration paid (or total book value of the shares issued), shall adjusted capital reserve (share premium); if the capital reserves (share premium) is not enough for deducted, adjusted for retained earnings. Vary directly expenses occurred for enterprise combination, the combining party shall reckoned into current gains/losses while occurring. (2) Combine not under the same control A business combination not involving entities under common control is a business combination in which all of the combining entities are not ultimately controlled by the same party or parties both before and after the combination. For a business combination not involving entities under common control, the party that, on the acquisition date, obtains control of another entity participating in the combination is the acquirer, while that other entity participating in the combination is the acquiree. Acquisition date refers to the date on which the acquirer effectively obtains control of the acquiree. 72 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 For business combinations not under common control, the combination cost is the assets paid, liabilities incurred or assumed and the equity securities issued by the acquirer, at fair value at the acquisition date, in exchange for the control power over the acquiree. The direct cost, of the business combination including the expenses for audit, legal service, valuation and other administrative expenses, is recorded into the profit or loss in the current period. Transaction expenses of the issued equity securities or liability securities for the consideration are recorded into the amount of initial measurement of the equity securities or liability securities. The relevant contingent consideration is recorded into the combination costs at its fair value at the acquisition date, and the goodwill is adjusted if the new or additional evidences of adjustment to contingent considerations emerged within 12 months from the acquisition date. The cost of combination and identifiable net assets obtained by the acquirer in a business combination is measured at fair value at the acquisition date. If the cost of combination exceeds the fair value of the acquirer’s share in the identifiable net assets, the difference is recognized as good will; if the cost of combination is lower than the fair value of the acquirer’s share in the identifiable net assets, the acquirer shall firstly review the measurement of the fair value of the identifiable assets obtained, liabilities incurred and contingent liabilities incurred, as well as the combination costs. after that, if the combination costs are still lower than the fair value of the identifiable net assets obtained, the acquirer shall recognize the difference as the profit or loss in the current period. In relation to the deductible temporary difference acquired from the acquiree, which was not recognized as deferred tax assets due to non-fulfillment of the recognition criteria at the date of the acquisition, if new or further information that is obtained within 12 months after the acquisition date indicates that related conditions at the acquisition date already existed, and that the implementation of the economic benefits brought by the deductible temporary difference of the acquiree can be expected, the relevant deferred tax assets shall be recognized and goodwill shall be deducted. When the amount of goodwill is less than the deferred tax assets that shall be recognized, the difference shall be recognized in the profit or loss of the period. Except for the above circumstances, deferred tax assets in relation to business combination are recognized in the profit or loss of the period. For a business combination not involving enterprises under common control and achieved in stages, the company shall determine whether the business combination shall be regarded as “a bundle of transactions” in accordance with the standards in relation to judgment of a bundle of transactions in “Notice issued by the Ministry of Finance on Interpretation 5 on Accounting standards for Business Enterprises”(CK(2012)No.19) and rule No. 51 of “No. 33 Accounting standards for Business Enterprises – Consolidated Financial Statement” (Refer to note IV 5(2)). When the business combination is regarded as “a bundle of transactions”, the accounting treatment for the business combination shall be in accordance with the previous paragraphs and note IV 4, 13 “Long term equity investment”; when the business combination is not regarded as “a bundle of transactions”, the accounting treatment for the business combination in the company’s and the consolidated financial statements shall be as follows: In the company’s financial statements, the initial cost of the investment shall be the sum of the carrying amount of its previously-held equity interest in the acquiree prior to the acquisition date and the amount of additional investment made to the acquiree at the acquisition date. other comprehensive income involved in the 73 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 previously-held equity interest of the acquiree prior to the acquisition date shall be treated on the same basis as if they were disposed of by the acquiree directly, namely be transferred to current investment income other than the relevant part of the movement arising from re-measuring net liabilities or net assets under defined benefit scheme by the acquiree which shall be calculated under equity method. In the consolidated financial statements, the previously-held equity interest of the acquiree is re-measured according to the fair value at the acquisition date; the difference between the fair value and the carrying amount is recognized as investment income for the current period; other comprehensive income involved in the previously-held equity interest of the acquiree prior to the acquisition date shall be treated on the same basis as if they were disposed of by the acquiree directly, namely be transferred to current investment income other than the relevant part of the movement arising from re-measuring net liabilities or net assets under defined benefit scheme by the acquiree which shall be calculated under equity method. 6. Preparation method for consolidated financial statement (1) Recognition principle of consolidated scope The scope of consolidation of consolidated financial statements is ascertained on the basis of effective control. Control is the right to govern an investee so as to obtain variable return through participating in the investee’s relevant activities and the ability to affect such return by use of the aforesaid right over the investee. The consolidated financial statements comprise the financial statements of the Company and all of its subsidiaries. Subsidiaries refer to entities regulated by the Company. Once certain elements involved in the above definition of control change due to changes of relevant facts or circumstances, the Company will make separate assessment. (2) Preparation of consolidated financial statements Subsidiaries are consolidated from the date on which the company obtains their net assets and actual control over their operating decisions, and are deconsolidated from the date that such control ceases. For subsidiaries being disposed, the operating results and cash flows prior to the date of disposal are included in the consolidated income statement and consolidated cash flow statement; for subsidiaries disposed during the period, the opening balances of the consolidated balance sheet would not be restated. For subsidiaries acquired from a business combination not under common control, their operating results and cash flows subsequent to the acquisition date are included in the consolidated income statement and consolidated cash flow statement, and the opening balances and comparative figures of the consolidated balance sheet would not be restated. For subsidiaries acquired from a business combination under common control, their operating results and cash flows from the date of commencement of the accounting period in which the combination occurred to the date of combination are included in the consolidated income statement and consolidated cash flow statement, and the comparative figures of the consolidated balance sheet would be restated. In preparing the consolidated financial statements, where the accounting policies or the accounting periods are inconsistent between the company and subsidiaries, the financial statements of subsidiaries are adjusted in accordance with the accounting policies and accounting period of the company. For subsidiaries acquired from a business combination not under common control, the financial statements of the subsidiaries are adjusted based on 74 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 the fair value of the identifiable net assets at the acquisition date. All significant inter-group balances, transactions and unrealized profits are eliminated in the consolidated financial statements. The portion of a subsidiary’s equity and the portion of a subsidiary’s net profits and losses for the period not attributable to company are recognized as minority interests and profits and losses attributable to minority interests. Minority interest is presented separately in the consolidated balance sheet within shareholders’ equity. Net profit or loss attributable to minority shareholders is presented separately in the consolidated income statement under the net profit line item. When the amount of loss for the current period attributable to the minority shareholders of a subsidiary exceeds the minority shareholders’ portion of the opening balance of shareholders’ equity of the subsidiary, the excess is allocated against the minority interests. When the control over a subsidiary is ceased due to disposal of a portion of an interest in a subsidiary, the fair value of the remaining equity interest is re-measured on the date when the control ceased. The difference between the sum of the consideration received from disposal of equity interest and the fair value of the remaining equity interest, less the net assets attributable to the company since the acquisition date, is recognized as the investment income from the loss of control. Other comprehensive income relating to original equity investment in subsidiaries shall be treated on the same basis as if the relevant assets or liabilities were disposed of by the acquiree directly when the control is lost, namely be transferred to current investment income other than the relevant part of the movement arising from re-measuring net liabilities or net assets under defined benefit scheme by the original subsidiary.. Subsequent measurement of the remaining equity interests shall be in accordance with relevant accounting standards such as “Accounting Standards for business Enterprises 2 – Long-term Equity Investments” or “Accounting Standards for business Enterprises 22 – Financial Instruments Recognition and Measurement”, which are detailed in Note IV 13 “Long-term equity investments” or Note IV 9 “Financial instruments”. The company shall determine whether loss of control arising from disposal in a series of transactions should be regarded as a bundle of transactions. When the economic effects and terms and conditions of the disposal transactions met one or more of the following situations, the transactions shall normally be accounted for as a bundle of transactions: (i) The transactions are entered into after considering the mutual consequences of each individual transaction; (ii) The transactions need to be considered as a whole in order to achieve a deal in commercial sense; (iii) The occurrence of an individual transaction depends on the occurrence of one or more individual transactions in the series; (iv) The result of an individual transaction is not economical, but it would be economical after taking into account of other transactions in the series. When the transactions are not regarded as a bundle of transactions, the individual transactions shall be accounted as “disposal of a portion of an interest in a subsidiary which does not lead to loss of control” (detailed in Note IV 13 (2) (iv)) and “disposal of a portion of an interest in a subsidiary which lead to loss of control” (detailed in previous paragraph). When the transactions are regarded as a bundle of transactions, the transactions shall be accounted as a single disposal transaction; however, the difference between the consideration received from disposal and the share of net assets disposed in each individual transactions before loss of control shall be recognized as other comprehensive income, and reclassified as profit or loss arising from the loss of control when control is lost. 75 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 7. Joint arrangement classification and accounting treatment for joint operations A joint arrangement refers to an arrangement of two or more parties have joint control. In accordance with the Company’s rights and obligation ns under a joint arrangement, the Company classifies joint arrangements into: joint ventures and joint operations. Joint operations refer to a joint arrangement during which the Company is entitled to relevant assets and obligations of this arrangement. Joint ventures refer to a joint arrangement during which the Company only is entitled to net assets of this arrangement. The Company treats investments in joint ventures by using the equity method of accounting in accordance with accounting policies as set out in Note IV.13.(2) ② “long-term equity investment by using equity method of accounting”. The Company shall, as a joint venture, recognize the assets held and obligations assumed solely by the Company, and recognize assets held and obligations assumed jointly by the Company in appropriation to the share of the Company; recognize revenue from disposal of the share of joint operations of the Company; recognize fees solely occurred by Company and recognize fees from joint operations in appropriation to the share of the Company. When the Company, as a joint venture, invests or sells assets to or purchase assets (the assets dose not constitute a business, the same below) from joint operations, the Company shall only recognize the part of profit or lost from this transaction attributable to other parties of joint operations before these assets are sold to the third party. If the occurrence of these assets meet the impairment loss of asset as set our in “Accounting Standard for Business Enterprises No. 8 – Asset Impairment”, the Company shall recognize the full amount of this loss in relation to the Company invests in or sells assets to joint operations; the Company recognize the loss according to the Company’s share of commitment in relation to the Company purchase assets from joint operations. 8. Determining standards for cash and cash equivalent Cash and cash equivalent including stock cash, savings available for paid at any time and the cash held by the Company with short terms(expired within 3 months since purchased), and liquid and easy to transfer as known amount and investment with minor variation in risks. 9. Foreign currency business and conversion (1) Conversion for foreign currency transaction Foreign currency transactions are, on initial recognition, translated to the functional currency using the exchange rates prevailing at the dates of the transactions, except when the Company carries on a business of currency exchange or involves in currency exchange transactions, at which the actual exchange rates would be used. (2) Foreign currency translations for foreign-currency monetary items and foreign-currency non-monetary items At the balance sheet date, monetary items denominated in foreign currency are translated into the functional currency using the spot rate of the balance sheet date. Exchange differences arising from these translations are recognized in profit or loss for the current period, except for (i) those attributable to foreign currency borrowings that have been taken out specifically for the acquisition, construction or production of qualifying assets, which are capitalised as part of the cost of those assets; (ii)exchange difference of hedge instruments used as effective hedging for net investment of overseas operations (this difference is included in other comprehensive income until 76 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 such net investment is disposed of, and is recognized as profit or loss for the current period upon such disposal) ; and (iii) exchange difference arising from changes in carrying amount of available for sale foreign-currency monetary items other than changes in amortized cost, which is recognized in other comprehensive income. In case that preparation of consolidated financial statement involves overseas operation, and if there is foreign currency monetary items that indeed constitute net investment in overseas operation, the exchange difference arising from movement of exchange rate shall be included in other comprehensive income, and transferred to current profit or loss for the current period when the overseas operation is disposed of. Non-monetary items denominated in foreign currency that are measured in terms of historical cost are translated into the functional currency at the balance sheet date using the spot rate at the date of the transactions. Non-monetary items denominated in foreign currency that are measured at fair value are translated into the functional currency using the spot rate on the date when fair value is determined and the resulting exchange differences will be recognized as fair value change (including exchange difference) in profit or loss or in other comprehensive income as capital reserve in the current year. (3) Translation of foreign currency financial statement In case that preparation of consolidated financial statement involves overseas operation, and if there is foreign currency monetary items that indeed constitute net investment in overseas operation, the exchange difference arising from movement of exchange rate shall be recognized in other comprehensive income as “foreign statement translation difference”, and transferred to current profit or loss for the current period when the overseas operation is disposed of. The following displays the methods for translating financial statements involving foreign operations into the statements in RMB: The asset and liability items in the balance sheets for overseas operations are translated at the spot exchange rates on the balance sheet date. Among the shareholders’ equity items, the items other than “undistributed profits” are translated at the spot exchange rates of the transaction dates. The income and expense items in the income statements of overseas operations are translated at the spot exchange rates of the transaction dates. Opening balance of undistributed profits is equal to the closing balance of undistributed profits after translation in last year; closing balance of undistributed profit is computed according to the items in profit distribution after translation. The exchange difference arising from translation of assets, liabilities and equity items are recognized in other comprehensive income and is shown separately under shareholders’ equity in the balance sheet, such exchange difference will be reclassified to profit or loss in current year when the foreign operation is disposed according to the proportion of disposal. The cash flows of overseas operations are translated at the spot exchange rates on the dates of the cash flows. The effect of exchange rate changes on cash is presented separately in the cash flow statement. The opening balance and the prior year’s figures are presented according to the translated amounts of the prior year. On disposal of the entire owners’ equity in a foreign operation of the Company, or upon a loss of control over a foreign operation due to disposal of certain equity investment or other reasons, the Company transfers the exchange differences arising on translation of financial statements of this foreign operation attributable to owners’ equity of parent company presented under owners’ equity in the balance sheet, to profit or loss in the period in 77 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 which the disposal took place. In case of partial disposal of equity investment or other reason that result in reduction in shareholding in a foreign operation without losing control over it, the proportionate share of exchange differences arising from the translation of financial statements will attributable to minority interests and will not recognized in profit or loss. For partial disposals of equity interests in foreign operations which are associates or joint ventures, the proportionate share of the exchange differences arising from the translation of financial statements of foreign operations is reclassified to profit or loss. 10. Financial instrument Financial asset or financial liability will be recognized when the Group became one of the parties under a financial instrument contract. Financial assets and financial liabilities are initially recognized at fair value. For financial assets and financial liabilities at fair value through profit or loss, relevant transaction costs are directly recognized in profit or loss for the period. For financial assets and financial liabilities classified as other categories, relevant transaction costs are included in the amount initially recognized. (1) Determination of fair values for financial assets and financial liabilities The fair value refers to the price that will be received when selling an asset or the price to be paid to transfer a liability in an orderly transaction between market participants on the date of measurement. Financial instruments exist in an active market. Fair value is determined based on the quoted price in such market. An active market refers to where pricing is easily and regularly obtained from exchanges, brokers, industrial organizations and price fixing service organizations, representing the actual price of a market transaction that takes place in a fair deal. While financial instruments do not exist in an active market, the fair value is determined using valuation techniques. Valuation technologies include reference to be familiar with situation and prices reached in recent market transactions entered into by both willing parties, reference to present fair values of similar other financial instruments, cash flow discounting method and option pricing models. (2) Classification, recognition and measurement of financial assets Conventionally traded financial assets shall be recognized and derecognized at the trading date. Financial assets shall be classified into financial assets at fair value through profit and loss, held-to-maturity investment, loans and accounts receivable and available-for-sale financial assets for initial recognition. ①Financial assets at fair value through profit or loss They include financial assets held for trading and financial assets designated as at fair value through profit or loss for the current period. Financial assets may be classified as financial assets held for trading if one of the following conditions is met: A. the financial assets is acquired or incurred principally for the purpose of selling it in the near term; B. the financial assets is part of a portfolio of identified financial instruments that are managed together and for which there is objective evidence of a recent pattern of short-term profit-taking; or C. the financial assets is a derivative, excluding the derivatives designated as effective hedging instruments, the derivatives classified as financial guarantee contract, and the derivatives linked to an equity instrument investment which has no quoted price in an 78 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 active market nor a reliably measured fair value and are required to be settled through that equity instrument. A financial asset may be designated as at fair value through profit or loss upon initial recognition only when one of the following conditions is satisfied: A. Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise result from measuring assets or recognizing the gains or losses on them on different bases; or B. The financial asset forms part of a group of financial assets or a group of financial assets and financial liabilities, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is reported to key management personnel on that basis. A financial asset at fair value through profit or loss is subsequently measured at fair value. Any gains or losses arising from changes in the fair value and any dividend or interest income earned on the financial asset are recognized in profit or loss in the current period. ②Held-to-maturity investment The non-derivative financial assets with maturity date, fix return amount or amount able to determined, and the Company held with specific intention and ability. Held-to-maturity investment adopts effective interest method and carry out subsequent measure on amortized cost, the incomes and losses arising from derecognition, impairment or amortization shall reckoned into current gains/losses/ The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating interest income or expense over each period based on the effective interest of a financial asset or a financial liability (including a group of financial assets or financial liabilities). The effective interest is the rate that discounts future cash flows from the financial asset or financial liability over its expected life or (where appropriate) a shorter period to the carrying amount of the financial asset or financial liability. In calculating the effective interest rate, the Group will estimate the future cash flows (excluding future credit losses) by taking into account all contract terms relating to the financial assets or financial liabilities whilst considering various fees, transaction costs and discounts or premiums which are part of the effective interest rate paid or received between the parties to the financial assets or financial liabilities contracts. ③Loan and account receivable Refers to the non-derivative financial assets for which there is no quoted price in the active market and of which the repo amount is fixed or determinable. The financial assets classify as loans and account receivables including note receivable, account receivable, interest receivable, dividend receivable and other account receivables etc. Loans and account receivables subsequently stated at amortized cost using the effective interest method; the gains or losses arising from derecognition, impairment incurred or amortization shall reckoned into current gains/losses. ④Financial assets available for sale Including the non-derivative financial assets initial recognition that is appointed as available for sale, and except for the financial assets measured by fair value and with its variation reckoned into current gains/losses as financial assets, loans and receivables and held-to-maturity investment. The closing cost of available-for-sale debt instrument investment is determined based on its amortized cost, namely the initial recognition amount less the repaid principal plus or less the accumulated amortization amount as amortized against the difference between the initial recognition amount and amount as of the maturity date at effective interest method, and less the occurred impairment loss. The closing cost of available-for-sale equity instrument investment refers to the acquisition cost. 79 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Available-for-sale financial assets are subsequently measured at fair value. The gain or loss on change in fair value are recognized as other comprehensive income, except for impairment loss and exchange differences arising from foreign monetary financial assets and amortized cost which are accounted for through profit or loss for the current period. The financial assets will be transferred out of the financial assets on derecognition and accounted for through profit or loss for the current period. However, equity investment that is not quoted in an active market and the fair value of which cannot be measured reliably and derivative financial assets related to the equity instrument which must be settled by delivery of such equity instrument are subsequently measured at cost. Interests received from available-for-sale financial assets held and the cash dividends declared by the investee are recognized as investment income. (3) Impairment of financial assets In addition to financial assets at fair value through profit or loss for the current period, the Group reviews the book value of other financial assets at each balance sheet date and provide for impairment where there is objective evidence that financial assets are impaired. For a financial asset that is individually significant, the Group assesses the asset individually for impairment. For a financial asset that is not individually significant, the Group assess the asset individually for impairment or include the asset in a group of financial assets with similar credit risk characteristics and collectively assess them for impairment. If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether the financial asset is individually significant or not, the financial asset is included in a group of financial assets with similar credit risk characteristics and collectively assessed for impairment. Financial assets for which an impairment loss is individually recognized are not included in the collective assessment for impairment. ①Impairment of held-to-maturity investments, loans and receivables The carrying amount of financial assets measured as costs or amortized costs are subsequently reduced to the present value discounted from its projected future cash flow. The reduced amount is recognized as impairment loss and recorded as profit or loss for the period. After recognition of the impairment loss from financial assets, if there is objective evidence showing recovery in value of such financial assets impaired and which is related to any event occurring after such recognition, the impairment loss originally recognized shall be reversed to the extent that the carrying value of the financial assets upon reversal will not exceed the amortized cost as at the reversal date assuming there is no provision for impairment. ②Impairment of available-for-sale financial assets In the event that decline in fair value of the available-for-sale equity instrument is regarded as “severe decline” or “non-temporary decline” on the basis of comprehensive related factors, it indicates that there is impairment loss of the available-for-sale equity instrument. In particular, “severe decline” refers to fair value is lower than 50% of the cost price and last for over one year. “Non-temporary decline” refers to fair value is lower than 80% of the cost price and last for over three years. 80 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 When the available-for-sale financial assets impair, the accumulated loss originally included in the other comprehensive income arising from the decrease in fair value was transferred out from the capital reserve and included in the profit or loss for the period. The accumulated loss that transferred out from the capital reserve is the balance of the acquired initial cost of asset, after deduction of the principal recovered, amortized amounts, current fair value and the impairment loss originally included in the profit or loss. After recognition of the impairment loss, if there is objective evidence showing recovery in value of such financial assets impaired and which is related to any event occurring after such recognition in subsequent periods, the impairment loss originally recognized shall be reversed. The impairment loss reversal of the available-for-sale equity instrument will be recognized as other comprehensive income, and the impairment loss reversal of the available-for-sale debt instrument will be included in the profit or loss for the period. When an equity investment that is not quoted in an active market and the fair value of which cannot be measured reliably, or the impairment loss of a derivative financial asset linked to the equity instrument that shall be settled by delivery of that equity instrument, then it will not be reversed. (4) Recognition and measurement of transfers of financial asset Financial asset that satisfied any of the following criteria shall be derecognized: ① the contract right to recover the cash flows of the financial asset has terminated; ② the financial asset, along with substantially all the risk and return arising from the ownership of the financial asset, has been transferred to the transferee; and ③ the financial asset has been transferred to the transferee, and the transferor has given up the control on such financial asset, though it does not assign maintain substantially all the risk and return arising from the ownership of the financial asset. When the entity does not either assign or maintain substantially all the risk and return arising from the ownership of the financial asset and does not give up the control on such financial asset, to the extent of its continuous involvement in the financial asset, the entity recognizes it as a related financial asset and recognizes the relevant liability accordingly. The extent of the continuous involvement is the extent to which the entity exposes to changes in the value of such financial assets. On derecognition of a financial asset, the difference between the following amounts is recognized in profit or loss for the current period: the carrying amount and the sum of the consideration received and any accumulated gain or loss that had been recognized directly in equity. If a part of the financial assets qualifies for derecognition, the carrying amount of the financial asset is allocated between the part that continues to be recognized and the part that qualifies for derecognition, based on the fair values of the respective parts. The difference between the following amounts is recognized in profit or loss for the period: the sum of the consideration received and the carrying amount of the part that qualifies for derecognition 81 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 and the aforementioned carrying amount. For financial assets that are sold or transferred with recourse or endorsement, the Company need to determine whether the risk and rewards of ownership of the financial asset have been substantially transferred. If the risk and rewards of ownership of the financial asset have been substantially transferred, the financial assets shall be derecognized. If the risk and rewards of ownership of the financial asset have been retained, the financial assets shall not be derecognized. If the Company neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset, the Company shall assess whether the control over the financial asset is retained, and the financial assets shall be accounting for according to the above paragraphs. (5) Category and measurement of financial liability Financial liability divide into financial liability and other financial liability which are measured by fair value and with its variation reckoned into current gains/losses, while initially recognized. The financial liability initially recognized shall be measured at their fair values. As for the financial liability measured by fair value and with its variation reckoned into current gains/losses, relevant transaction expenses shall reckoned into current gains/losses directly; and for the other financial liability, relevant transaction expenses shall be reckoned as initial recognization amount. ①Financial liability measured by fair value and with its variation reckoned into current gains/losses Financial liability held for trading and financial liability designated as at fair value through profit and loss meet the same condition to classify financial assets as financial assets held for trading and financial assets designated as at fair value through profit and loss. Subsequent measurement of liability at fair value through profit or loss is based on fair value. The gain or loss arising from the change in fair value and the dividend and interest expenses related to the financial liability are included into the current profit or loss. ②Other financial liabilities Other financial liabilities which have no quoted price in an active market, or are linked to equity instrument without a reliably measured fair value and are required to be settled through that equity instrument are subsequently measured based on cost. Other financial liabilities are subsequently measured based on amortized cost using the effective interest rate method. The gain or loss arising from discontinuing recognition or amortization is included in current profit or loss. ③Financial guarantee contracts and loan commitment Financial guarantee contracts other than those designated as financial liabilities at fair value through profit or loss or loan commitments that are not designated at fair value through profit or loss and granted at a rate below market rates are initially recognized at fair value, and shall be subsequently measured at the higher of the following: the 82 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 amount determined in accordance with CAS 13 “Contingencies” and the amount initially recognized less cumulative amortization recognized in accordance with the principles set out in CAS No. 14”Revenue”. (6) Derecognition of Financial Liabilities The Group derecognizes a financial liability (or part of it) only when the underlying present obligation (or part of it) is discharged. An agreement between the Group (an existing borrower) and an existing lender to replace the original financial liability with a new financial liability with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. When the Group derecognizes a financial liability or a part of it, it recognizes the difference between the carrying amount of the financial liability (or part of the financial liability) derecognized and the consideration paid (including any non-cash assets transferred or new financial liabilities assumed) in profit or loss. (7) Derivatives and embedded derivatives Derivative financial instruments initially recognize at fair value at the contract date, and subsequently measured at their fair value. Except for designated as hedge instrument and high effective hedging instruments, the gain or loss arising from changes in fair value shall be recognized into related period profit or loss on the basis of accounting standards of hedging accounting based on hedge characteristics, and fair value change of other derivative instruments is recorded to current profit or loss. For hybrid instrument with embedded derivatives, where the hybrid instrument is not designated as a financial asset or financial liability at FVTPL, and the economic characteristics and risks of the embedded derivatives are not closely related to that of the host contract and the conditions of which are the same as that of the embedded derivatives and a separate instrument meet the definition of a derivative, the embedded derivatives are separated from the hybrid instrument. If the Group is unable to measure the embedded derivative separately either at acquisition or at a subsequent balance sheet date, it designates the entire hybrid instrument as a financial asset or financial liability at FVTPL. (8) Offsetting financial assets and financial liabilities Where the Group has current enforceable legal rights to offset the recognized financial assets and financial liabilities, and intends either to settle on a net basis, or to realize the financial asset and settle the financial liability simultaneously, the amount after offsetting the financial assets and the financial liabilities is presented in the balance sheet. Except for the above circumstances, financial assets and financial liabilities shall be presented separately in the balance sheet and shall not be offset. (9) Equity instruments An equity instrument is a contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The Company issues (including refinancing), repurchases, sells or cancels equity instruments as 83 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 treatment for change of equity. The Company does not recognize change of fair value of equity instrument. Transaction fees related to equity transactions are deducted from equity. All types of distributions (excluding share dividends) made by the Group to holders of equity instruments are charged to shareholders’ equity. The Group does not recognize any changes in the fair value of equity instruments. 11. Account Receivable (1) Account Receivable Withdrawal method on single significant amount and with bad debt provision accrued for single item Determine basis or amount standards for Single Significant The account receivable over RMB 5 million Amount Impairment testing for the receivables independently with single significant amount, if no impairment being found in financial Withdrawal method on single significant amount and with bad assets, testing in the assets portfolio with similar risk. If debt provision accrued for single item impairment losses being recognized, than not testing in the receivable combination with similar risk. (2) Receivables with bad debt provision accrual by credit portfolio Combination Bad debt provision accrual Age group Aging analysis Adopt age analysis method for bad debt provision withdrawal in combination: √ Applicable □ Not applicable Age Accrued ratio for account receivable Accrued ratio for other account receivable within one year (1 year included) 0.30% 0.30% 1-2 years 0.30% 0.30% 2-3 years 0.30% 0.30% Over 3 years 100.00% 100.00% 3-4 years 100.00% 100.00% 4-5 years 100.00% 100.00% Over 5 years 100.00% 100.00% In combination, accrual bad debt provision with percentage of receivables: □ Applicable √ Not applicable In combination, accrual bad debt provision with other method: □ Applicable √ Not applicable (3) Account receivable with minor single amount but with withdrawal bad debt provision for single item: 84 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Reasons of withdrawal bad debt provision for single item Clearly evidence shows that the account hard to recover Recognized impairment loss and accrued the bad debt provision Withdrawal method for bad debt provision according to the balance between future cash flow on account receivable and its book value 12. 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 and received inventory Purchasing and storage for the inventory are priced at actual costs, inventory cost including purchasing cost, processing cost and other expenses belongs to the inventory costs, and the expenses qualify capitalization of borrowing costs condition. Determined the amount for inventory by perpetual inventory system. (3) Basis for determining net realisable value of inventories and provision methods for decline in value of inventories Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion, the estimated costs necessary to make the sale and relevant taxes. Net realisable value is determined on the basis of clear evidence obtained, and takes into consideration the purposes of holding inventories and effect of post balance sheet events. At the balance sheet date, inventories are measured at the lower of cost and net realisable value. If the net realisable value is below the cost of inventories, a provision for decline in value of inventories is made. Provision for decline in value of inventories is generally made based on the difference between the cost of single item of inventory and its net realisable value. As for inventories with huge number and relatively low unit price, such provision is made under categories of inventories; as for inventories related to a series of products produced and sold in the same region, with same or similar ultimate usage or purpose and for which it is difficult to be measured separately from other items, such provision can be made on a consolidated basis. After the provision for decline in value of inventories is made, if the circumstances that previously caused inventories to be written down below cost no longer exist so that the net realisable value of inventories is higher than their cost, the original provision for decline in value is reversed and the reversal is included in profit or loss for the period. (4) Inventory system Perpetual inventory system (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. 13. Classified as assets held for sale 85 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 If a non-current asset can be promptly sold at its existing status only according to the practice terms in connection with disposal of this kind of assets, and the Company has already made resolution on disposal of the non-current asset and entered into irrevocable transfer agreement with the transferee, and this transfer will be completed within one year, then the non-current asset would be calculated as non-current asset held for sale which would be not applicable to depreciation or amortization since the date of classification as asset held for sale, and would be measured at the lower of its carrying value less disposal cost and fair value less disposal cost. Non-current asset held for sale consists of single item asset and disposal group. If a disposal group is a group of assets as defined by No.8 of Business Accounting Standards-Assets Impairment, and goodwill arising from business combination shall be allocated to the group of assets under this accounting principle, or the disposal group constitutes one operation of the group of assets, then the disposal group includes the goodwill arising from business combination. For single non-current asset and asset in disposal group classified as assets held for sale, they shall be presented in balance sheet separately as current assets. For liabilities in disposal group relating to the transferred assets classified as assets held for sale, they shall be presented in balance sheet separately as current liabilities. If an asset or disposal group classified as held for sale no longer meets the recognition condition as non-current asset held for sale, the Company will cease such recognition and measure the asset at the lower of (1)the carrying value of the asset or disposal group prior to being classified as held for sale, based on the amount adjusted with the depreciation, amortisation or impairment which should have been recognized assuming it had not been classified as held for sale; (2)the recoverable amount on the date when the Company decides to cease disposal. 14. Long-term equity investments Long-term equity investments under this section refer to long-term equity investments in which the Company has control, joint control or significant influence over the investee. Long-term equity investment without control or joint control or significant influence of the Group is accounted for as available-for-sale financial assets or financial assets measured at fair value with any change in fair value charged to profit or loss. Details on its accounting policy please refer to Note VI-10. “Financial instruments”. Joint control is the Company’s contractually agreed sharing of control over an arrangement, which relevant activities of such arrangement must be decided by unanimously agreement from parties who share control. Significant influence is the power of the Company to participate in the financial and operating policy decisions of an investee, but to fail to control or joint control the formulation of such policies together with other parties. (1) Determination of investment cost For a long-term equity investment acquired through a business combination involving enterprises under common control, the initial investment cost of the long-term equity investment shall be the absorbing party’s share of the carrying amount of the owner’s equity under the consolidated financial statements of the ultimate controlling party on the date of combination. The difference between the initial cost of the long-term equity investment and 86 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 the cash paid, non-cash assets transferred as well as the book value of the debts borne by the absorbing party shall offset against the capital reserve. If the capital reserve is insufficient to offset, the retained earnings shall be adjusted. If the consideration of the merger is satisfied by issue of equity securities, the initial investment cost of the long-term equity investment shall be the absorbing party’s share of the carrying amount of the owner’s equity under the consolidated financial statements of the ultimate controlling party on the date of combination. With the total face value of the shares issued as share capital, the difference between the initial cost of the long-term equity investment and total face value of the shares issued shall be used to offset against the capital reserve. If the capital reserve is insufficient to offset, the retained earnings shall be adjusted. For business combination resulted in an enterprise under common control by acquiring equity of the absorbing party under common control through a stage-up approach with several transactions, these transactions will be judged whether they shall be treat as “transactions in a basket”. If they belong to “transactions in a basket”, these transactions will be accounted for a transaction in obtaining control. If they are not belong to “transactions in a basket”, the initial investment cost of the long-term equity investment shall be the absorbing party’s share of the carrying amount of the owner’s equity under the consolidated financial statements of the ultimate controlling party on the date of combination. The difference between the initial cost of the long-term equity investment and the aggregate of the carrying amount of the long-term equity investment before merging and the carrying amount the additional consideration paid for further share acquisition on the date of combination shall offset against the capital reserve. If the capital reserve is insufficient to offset, the retained earnings shall be adjusted. Other comprehensive income recognized as a result of the previously held equity investment accounted for using equity method on the date of combination or recognized for available-for-sale financial assets will not be accounted for. For a long-term equity investment acquired through a business combination involving enterprises not under common control, the initial investment cost of the long-term equity investment shall be the cost of combination on the date of acquisition. Cost of combination includes the aggregate fair value of assets paid by the acquirer, liabilities incurred or borne and equity securities issued. For business combination resulted in an enterprise not under common control by acquiring equity of the acquire under common control through a stage-up approach with several transactions, these transactions will be judged whether they shall be treat as “transactions in a basket”. If they belong to “transactions in a basket”, these transactions will be accounted for a transaction in obtaining control. If they are not belong to “transactions in a basket”, the initial investment cost of the long-term equity investment accounted for using cost method shall be the aggregate of the carrying amount of equity investment previously held by the acquire and the additional investment cost. For previously held equity accounted for using equity method, relevant other comprehensive income will not be accounted for. For previously held equity investment classified as available-for-sale financial asset, the difference between its fair value and carrying amount, as well as the accumulated movement in fair value previously included in the other comprehensive income shall be transferred to profit or loss for the current period. Agent fees incurred by the absorbing party or acquirer for the acquisition such as audit, legal service, and valuation and consultation fees, and other related administration expenses are charged to profit or loss in the 87 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 current period at the time such expenses incurred. The long-term equity investment acquired through means other than a business combination shall be initially measured at its cost. Such cost is depended upon the acquired means of long-term equity investments, which is recognized based on the purchase cost actually paid by the Company in cash, the fair value of equity securities issued by the Group, the agreed value of investment contract or agreement, the fair value or original carrying amounts of the non-monetary asset exchange transaction which the asset will be transferred out of the Company, and the fair value of long-term equity investment itself. The costs, taxes and other necessary expenses that are directly attributable to the acquisition of the long-term equity investments are also included in the investment cost. For additional equity investment made in order to obtain significant influence or common control over investee without resulted in control, the relevant cost for long-term equity investment shall be the aggregate of fair value of previously held equity investment and additional investment cost determined according to “Accounting Standard for Business Enterprises No. 22 – Recognition and measurement of Financial Instruments”. (2) Subsequent measurement and method for profit or loss recognition Long-term equity investments with joint control (excluding those constitute joint ventures) or significant influence on the investee are accounted for using equity method. In addition, long-term equity investments with control on the investee are accounted for using cost method and record in the Company’s financial statements. ①Long-term equity investments accounted for using the cost method Under the cost method, a long-term equity investment is measured at its initial investment cost. The cost for long-term equity investment is adjusted in the event of additional investment or investment recovery. Except receiving the actual consideration paid for the investment or the declared but not yet distributed cash dividends or profits which is included in the consideration, investment gains for the period is recognized as the cash dividends or profits declared by the investee. ②Long-term equity investments accounted for using the equity method Under the equity method, where the initial investment cost of a long-term equity investment exceeds the investor’s interest in the fair value of the investee’s identifiable net assets at the acquisition date, no adjustment shall be made to the initial investment cost. Where the initial investment cost is less than the investor’s interest in the fair value of the investee’s identifiable net assets at the acquisition date, the difference shall be charged to profit or loss for the current period, and the cost of the long term equity investment shall be adjusted accordingly. Under the equity method, investment gain and other comprehensive income shall be recognized based on the Group’s share of the net profits or losses and other comprehensive income made by the investee, respectively. Meanwhile, the carrying amount of long-term equity investment shall be adjusted. The carrying amount of long-term equity investment shall be reduced based on the Group’s share of profit or cash dividend distributed by the investee. In respect of the other movement of net profit or loss, other comprehensive income and profit 88 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 distribution of investee, the carrying value of long-term equity investment shall be adjusted and included in the capital reserves. The Group shall recognise its share of the investee’s net profits or losses based on the fair values of the investee’s individual separately identifiable assets at the time of acquisition, after making appropriate adjustments thereto. In the event of inconformity between the accounting policies and accounting periods of the investee and the Company, the financial statements of the investee shall be adjusted in conformity with the accounting policies and accounting periods of the Company. Investment gain and other comprehensive income shall be recognized accordingly. In respect of the transactions between the Group and its associates and joint ventures in which the assets disposed of or sold are not classified as operation, the share of unrealised gain or loss arising from inter-group transactions shall be eliminated by the portion attributable to the Company. Investment gain shall be recognized accordingly. However, any unrealised loss arising from inter-group transactions between the Group and an investee is not eliminated to the extent that the loss is impairment loss of the transferred assets. In the event that the Group disposed of an asset classified as operation to its joint ventures or associates, which resulted in acquisition of long-term equity investment by the investor without obtaining control, the initial investment cost of additional long-term equity investment shall be the fair value of disposed operation. The difference between initial investment cost and the carrying value of disposed operation will be fully included in profit or loss for the current period. In the event that the Group sold an asset classified as operation to its associates or joint ventures, the difference between the carrying value of consideration received and operation shall be fully included in profit or loss for the current period. In the event that the Company acquired an asset which formed an operation from its associates or joint ventures, relevant transaction shall be accounted for in accordance with “Accounting Standards for Business Enterprises No. 20 “Business combination”. All profit or loss related to the transaction shall be accounted for. The Group’s share of net losses of the investee shall be recognized to the extent that the carrying amount of the long-term equity investment together with any long-term interests that in substance form part of the investor’s net investment in the investee are reduced to zero. If the Group has to assume additional obligations, the estimated obligation assumed shall be provided for and charged to the profit or loss as investment loss for the period. Where the investee is making profits in subsequent periods, the Group shall resume recognising its share of profits after setting off against the share of unrecognized losses. ③Acquisition of minority interest Upon the preparation of the consolidated financial statements, since acquisition of minority interest increased of long-term equity investment which was compared to fair value of identifiable net assets recognized which are measured based on the continuous measurement since the acquisition date (or combination date) of subsidiaries attributable to the Group calculated according to the proportion of newly acquired shares, the difference of which recognized as adjusted capital surplus, capital surplus insufficient to set off impairment and adjusted retained earnings. ④Disposal of long-term equity investments In these consolidated financial statements, for disposal of a portion of the long-term equity investments in a 89 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 subsidiary without loss of control, the difference between disposal cost and disposal of long-term equity investments relative to the net assets of the subsidiary is charged to the owners’ equity. If disposal of a portion of the long-term equity investments in a subsidiary by the parent company results in a change in control, it shall be accounted for in accordance with the relevant accounting policies as described in Note 6. (2) “Preparation Method of the Consolidated Financial Statements”. On disposal of a long-term equity investment otherwise, the difference between the carrying amount of the investment and the actual consideration paid is recognized through profit or loss in the current period. In respect of long-term equity investment accounted for using equity method with the remaining equity interest after disposal also accounted for using equity method, other comprehensive income previously under owners’ equity shall be accounted for in accordance with the same accounting treatment for direct disposal of relevant asset or liability by investee on pro rata basis at the time of disposal. The owners’ equity recognized for the movement of other owners’ equity (excluding net profit or loss, other comprehensive income and profit distribution of investee) shall be transferred to profit or loss for the current period on pro rata basis. In the event of loss of control over investee due to partial disposal of equity investment by the Group, in preparing separate financial statements, the remaining equity interest which can apply common control or impose significant influence over the investee after disposal shall be accounted for using equity method. Such remaining equity interest shall be treated as accounting for using equity method since it is obtained and adjustment was made accordingly. For remaining equity interest which cannot apply common control or impose significant influence over the investee after disposal, it shall be accounted for using the recognition and measurement standard of financial instruments. The difference between its fair value and carrying amount as at the date of losing control shall be included in profit or loss for the current period. In respect of other comprehensive income recognized using equity method or the recognition and measurement standard of financial instruments before the Group obtained control over the investee, it shall be accounted for in accordance with the same accounting treatment for direct disposal of relevant asset or liability by investee at the time when the control over investee is lost. Movement of other owners’ equity (excluding net profit or loss, other comprehensive income and profit distribution under net asset of investee accounted for and recognized using equity method) shall be transferred to profit or loss for the current period at the time when the control over investee is lost. Of which, for the remaining equity interest after disposal accounted for using equity method, other comprehensive income and other owners’ equity shall be transferred on pro rata basis. For the remaining equity interest after disposal accounted for using the recognition and measurement standard of financial instruments, other comprehensive income and other owners’ equity shall be fully transferred. In the event of loss of common control or significant influence over investee due to partial disposal of equity investment by the Group, the remaining equity interest after disposal shall be accounted for using the recognition and measurement standard of financial instruments. The difference between its fair value and carrying amount as 90 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 at the date of losing common control or significant influence shall be included in profit or loss for the current period. In respect of other comprehensive income recognized under previous equity investment using equity method, it shall be accounted for in accordance with the same accounting treatment for direct disposal of relevant asset or liability by investee at the time when equity method was ceased to be used. Movement of other owners’ equity (excluding net profit or loss, other comprehensive income and profit distribution under net asset of investee accounted for and recognized using equity method) shall be transferred to profit or loss for the current period at the time when equity method was ceased to be used. The Group disposes its equity investment in subsidiary by a stage-up approach with several transactions until the control over the subsidiary is lost. If the said transactions belong to “transactions in a basket”, each transaction shall be accounted for as a single transaction of disposing equity investment of subsidiary and loss of control. The difference between the disposal consideration for each transaction and the carrying amount of the corresponding long-term equity investment of disposed equity interest before loss of control shall initially recognized as other comprehensive income, and subsequently transferred to profit or loss arising from loss of control for the current period upon loss of control. 15. Investment property Measurement mode Measured by cost method Depreciation or amortization method Investment property refers to real estate held to earn rentals or for capital appreciation, or both. Including the leased land use right, land use right held for transfer upon appreciation, leased buildings, etc. in addition, in connection with the vacant buildings held by the Company for operating lease, if the board of directors (or similar organ) makes written resolution that the buildings are to be used for operating lease and the holding purpose will not change in a short time, these buildings will be stated as investment properties. Investment property is initially measured at cost. Subsequent expenditures related to an investment property shall be included in cost of investment property only when the economic benefits associated with the asset will likely flow to the Group and its cost can be measured reliably. All other expenditures on investment property shall be included in profit or loss for the current period when incurred. The Group adopts cost method for subsequent measurement of investment property, which is depreciated using the same policy as that for buildings and land use rights. Impairment test method and impairment provision method in relation to investment property is detailed in note IV.22 “Long term assets impairment” In the event that an investment property is converted to an owner-occupied property, such property shall become 91 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 fixed assets or intangible assets since the date of its conversion. In the event that an owner-occupied property is converted to real estate held to earn rentals or for capital appreciation, such fixed assets or intangible assets shall become an investment property since the date of its conversion. Investment property is measured at cost during its conversion. Upon the conversion, the property shall be stated at the carrying amount prior to the conversion. If an investment property is disposed of or if it withdraws permanently from use and no economic benefit will be obtained from the disposal, the recognition of it as an investment property shall be terminated. When an investment property is sold, transferred, retired or damaged, the amount of proceeds on disposal of the property net of the carrying amount and related tax and surcharges is recognized in profit or loss for the current period. 16. Fixed assets (1) 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 are recognized while relevant economic interests flow into the Company and the cost is can be reliably measured. Fixed assets shall be initially measured according to the cost and take the predicted discard expenses into consideration. (2) Depreciation methods Categories Method Years of depreciation Scrap value rate Yearly depreciation rate Housing buildings Straight-line depreciation 20 10% 4.5% Machines and equipment Straight-line depreciation 10 10% 9% Office equipment Straight-line depreciation 5 10% 18% Electronic equipment Straight-line depreciation 5 10% 18% Transportation Straight-line depreciation 5 10% 18% equipment Other equipment Straight-line depreciation 5 10% 18% (3) Recognization basis, valuation and depreciation method for financial lease assets Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of asset ownership to the lessee and titles to the assets may or may not eventually be transferred. For fixed assets acquired under finance leases, the basis for provision of leased assets depreciation is the same as that of self-owned fixed assets. When it can be reasonably determined that the ownership of a leased asset will be transferred at the end of the lease term, it is depreciated over the period of expected use; otherwise, the lease asset is depreciated over the shorter period of the lease term and the period of expected use. 17. Project under Construction Costs of construction in progress are recognized by actual construction expenses, including vary engineering spending in construction period, the capitalized borrowing cost and other related costs before the construction 92 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 reaches condition for planned use. When construction in progress reaches condition for planned use, it shall be carried forward to fixed assets. Impairment testing and provision for impairment found more in Note IV “22. Long-term assets impairment” 18. Borrowing costs Borrowing costs include interest, amortization of discounts or premiums related to borrowings, ancillary costs incurred in connection with the arrangement of borrowings, and exchange differences arising from foreign currency borrowings. For borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, when expenditures for the asset and borrowing costs are being incurred, activities relating to the acquisition, construction or production of the asset that are necessary to prepare the asset for its intended use or sale have commenced, such borrowing costs shall be capitalized as part of the cost of that asset; and capitalization shall discontinue when the qualifying asset is ready for its intended use or sale. Other borrowing costs shall be recognized as expense in the period in which they are incurred. Where funds are borrowed for a specific purpose, the amount of interest to be capitalized shall be the actual interest expense incurred on that borrowing for the period less any bank interest earned from depositing the borrowed funds before being used into banks or any investment income on the temporary investment of those funds. Where funds are borrowed for general purpose, the Group shall determine the amount of interest to be capitalized on such borrowings by applying a capitalization rate to the weighted average of the excess amounts of cumulative expenditures on the asset over and above the amounts of specific-purpose borrowings. The capitalization rate shall be the weighted average of the interest rates applicable to the general-purpose borrowings. During the capitalization period, exchange differences on a specific purpose borrowing denominated in foreign currency shall be capitalized. Exchange differences related to general-purpose borrowings denominated in foreign currency shall be included in profit or loss for the current period. Qualifying assets are assets (fixed assets, investment property, inventories, etc.) that necessarily take a substantial period of time for acquisition, construction or production to get ready for their intended use or sale. Capitalization of borrowing costs shall be suspended during periods in which the acquisition, construction or production of a qualifying asset is interrupted abnormally, when the interruption is for a continuous period of more than 3 months, until the acquisition, construction or production of the qualifying asset is resumed. 19. Biological assets Nil 20. Oil-and-gas assets Nil 21. Intangible assets 93 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 (1) Valuation method, service life and impairment test An intangible asset is an identifiable non-monetary asset without physical substance owned or controlled by the Company. An intangible asset shall be initially measured at cost. The expenditures incurred on an intangible asset shall be recognized as cost of the intangible asset only if it is probable that economic benefits associated with the asset will flow to the Company and the cost of the asset can be measured reliably. Other expenditures on an item asset shall be charged to profit or loss when incurred. Land use right acquired shall normally be recognized as an intangible asset. Self-constructed buildings (e.g. plants), related land use right and the buildings shall be separately accounted for as an intangible asset and fixed asset. For buildings and structures purchased, the purchase consideration shall be allocated among the land use right and the buildings on a reasonable basis. In case there is difficulty in making a reasonable allocation, the consideration shall be recognized in full as fixed assets. An intangible asset with a finite useful life shall be stated at cost less estimated net residual value and any accumulated impairment loss provision and amortized using the straight-line method over its useful life when the asset is available for use. Intangible assets with indefinite life are not amortized. The Group shall review the useful life of intangible asset with a finite useful life and the amortization method applied at least at each financial year-end. A change in the useful life or amortization method used shall be accounted for as a change in accounting estimate. For an intangible asset with an indefinite useful life, the Group shall review the useful life of the asset in each accounting period. If there is evidence indicating that the useful life of that intangible asset is finite, the Company shall estimate the useful life of that asset and apply the accounting policies accordingly. (2)Internal accounting policies relating to research and development expenditures Research and development expenditure of the Group was divided into expenses incurred during the research phase and expenses incurred during the development phase. Expenses incurred during the research phase are recognized as profit or loss in the current period. Expenses incurred during the development phase that satisfy the following conditions are recognized as intangible assets, while those that do not satisfy the following conditions are accounted for in the profit or loss for the current period: 94 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 ①it is technically feasible that the intangible asset can be used or sold upon completion; ②there is intention to complete the intangible asset for use or sale; ③the intangible asset can produce economic benefits, including there is evidence that the products produced using the intangible asset has a market or the intangible asset itself has a market; if the intangible asset is for internal use, there is evidence that there exists usage for the intangible asset; ④there is sufficient support in terms of technology, financial resources and other resources in order to complete the development of the intangible asset, and there is capability to use or sell the intangible asset; ⑤the expenses attributable to the development phase of the intangible asset can be measured reliably. If the expenses incurred during the research phase and the development phase cannot be distinguished separately, all development expenses incurred are accounted for in the profit or loss for the current period. (3) Depreciation test method and depreciation allowance method for intangible assets Depreciation test method and depreciation allowance method for intangible assets of the Company was been shown on Note IV-20 “Long-term assets depreciation”. 22. Impairment of long-term asset The Company will judge if there is any indication of impairment as at the balance sheet date in respect of non-current non-financial assets such as fixed assets, construction in progress, intangible assets with a finite useful life, investment properties measured at cost, and long-term equity investments in subsidiaries, joint controlled entities and associates. If there is any evidence indicating that an asset may be impaired, recoverable amount shall be estimated for impairment test. Goodwill, intangible assets with an indefinite useful life and intangible assets beyond working conditions will be tested for impairment annually, regardless of whether there is any indication of impairment. If the impairment test result shows that the recoverable amount of an asset is less than its carrying amount, the impairment provision will be made according to the difference and recognized as an impairment loss. The recoverable amount of an asset is the higher of its fair value less costs of disposal and the present value of the future cash flows expected to be derived from the asset. An asset’s fair value is the price in a sale agreement in an arm’s length transaction. If there is no sale agreement but the asset is traded in an active market, fair value shall be determined based on the bid price. If there is neither sale agreement nor active market for an asset, fair value shall be based on the best available information. Costs of disposal are expenses attributable to disposal of the asset, including legal fee, relevant tax and surcharges, transportation fee and direct expenses incurred to prepare the asset for its intended sale. The present value of the future cash flows expected to be derived from the asset over the course of continued use and final disposal is determined as the amount discounted using an appropriately selected discount rate. Provisions for assets impairment shall be made and recognized for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the Group shall determine the recoverable amount of the asset group to which the asset belongs. The asset group is the smallest group of assets capable of generating cash flows independently. 95 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 For the purpose of impairment testing, the carrying amount of goodwill presented separately in the financial statements shall be allocated to the asset groups or group of assets benefiting from synergy of business combination. If the recoverable amount is less than the carrying amount, the Group shall recognize an impairment loss. The amount of impairment loss shall first reduce the carrying amount of any goodwill allocated to the asset group or set of asset groups, and then reduce the carrying amount of other assets (other than goodwill) within the asset group or set of asset groups, pro rata on the basis of the carrying amount of each asset. An impairment loss recognized on the aforesaid assets shall not be reversed in a subsequent period in respect of the restorable value. 23. 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 more than one year. And shall be amortized by straight-line method during the period for estimated benefit. 24. Employee compensation (1) Accounting treatment for short-term compensation Short-term compensation including salary, bonus, allowance and subsidy, welfare expenses, medical insurance, birth insurance premium, industrial injury insurance premium, housing fund, labor union expenditure, personnel education fund and non-monetary welfare. During the accounting period when staff providing service to the Company, the actual short-term compensation occurred shall recognized as liabilities and reckoned into current gains/losses or relevant assets costs. The non-monetary welfare is measured by fair value. (2) Accounting treatment for post-employment benefit The post-employment benefit including the defined contribution plans. And defined contribution plans including basic endowment insurance, unemployment insurance and annuity, corresponding payable amount will reckoned into relevant assets costs or current gains/losses while occurred. (3)Accounting for retirement benefits When the Company terminates the employment relationship with employees before the end of the employment contracts or provides compensation as an offer to encourage employees to accept voluntary redundancy, the Company shall recognise employee compensation liabilities arising from compensation for staff dismissal and included in profit or loss for the current period, when the Company cannot revoke unilaterally compensation for dismissal due to the cancellation of labour relationship plans and employee redundant proposals; and the Company recognise cost and expenses related to payment of compensation for dismissal and restructuring, whichever is earlier. However, if the compensation for termination of employment is not expected to be fully paid within 12 months from the reporting period, it shall be accounted for other long-term staff remuneration. 96 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 The early retirement plan shall be accounted for in accordance with the accounting principles for compensation for termination of employment. The salaries or wages and the social contributions to be paid for the employees who retire before schedule from the date on which the employees stop rendering services to the scheduled retirement date, shall be recognized (as compensation for termination of employment) in the current profit or loss by the Group if the recognition principles for provisions are satisfied. (4)Accounting for other long-term employee benefits For other long-term employee benefits provided by the Company to its employees, if satisfy with the established withdraw plan, then the benefits are accounted for under the established withdraw plan, otherwise accounted for under defined benefit scheme. 25. Accrued liabilities Obligations pertinent to the contingencies which satisfy the following conditions are recognized as accrued liabilities: (1) The obligation is a current obligation borne by the Company; (2) it is likely that an outflow of economic benefits will be resulted from the performance of the obligation; and (3) the amount of the obligation can be reliably measured. At the balance sheet date, accrued liabilities shall be measured at the best estimate of the necessary expenses required for the performance of existing obligations, after taking into account relevant risks, uncertainties, time value of money and other factors pertinent to the contingencies. If all or some expenses incurred for settlement of accrued liabilities are expected to be borne by the third party, the compensation amount shall, on a recoverable basis, be recognized as asset separately, and compensation amount recognized shall not be more than the carrying amount of accrued liabilities. (1) Contact in loss Contact in loss is identified when the inevitable cost for performance of the contractual obligation exceeds the inflow of expected economic benefits. When a contract in loss is identified and the obligations there under are qualified by the aforesaid recognition criterion for contingent liability, the difference of estimated loss under contract over the recognized impairment loss (if any) of the subject matter of the contract is recognized as contingent liability. (2) Restructuring obligations For detailed, official and publicly announced restructuring plan, the direct expenses attributable to the restructuring are recognized as contingent liabilities, provided that the aforesaid recognition criterion for contingent liability is met. For restructuring obligations arising from disposal of part business, the Company will recognise the obligations relating to restructuring only when it undertakes to dispose part business (namely entering into finalized disposal agreement). 97 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 26. Share-based payment (1) Accounting for share-based payment Share based payment refers to the transactions involving grant of equity instrument or assume liabilities as determined based on equity instrument for the purpose of acquiring services from employees or other parties. Share based payment is divided into the equity settled share based payment and cash settled share based payment. ①equity settled share based payment Equity settled share based payment for exchange of service provided by employees is measured at the fair value of the equity instrument granted to the employees as at the grant date. Subject to completion of services during the vest period or satisfaction with the required performance conditions for exercising right, the amount of the fair value is included in relevant cost or expense under straight line method based on the best estimate on the number of exercisable equity instruments during the vest period. If it becomes exercisable immediately following the relevant grant, it is included in relevant cost or expense on the grant date and accordingly increase capital reserve. On each balance sheet date during the vest period, the Company makes the best estimate based on subsequent information such as the latest available information about change of number of exercisable employees, thus to amend the number of equity instruments which are expected to be exercisable. Impact of the above estimate is included in relevant cost or expense for the current period, with corresponding adjustment in capital reserve. Equity settled share based payment for exchange of service provided by others is measured at fair value of the service as of the acquisition date provided that such fair value can be measured reliably. If such fair value can not be measured reliably, while fair value of the equity instrument can be measured reliably, the payment shall be measured at the fair value of equity instrument as of the acquisition date, and included in relevant cost or expense with corresponding increase in shareholders’ equity. ②cash settled share based payment As for cash settled share based payment, it is measured at the fair value of the liabilities assumed by the Company as determined based on shares or other equity instruments. If it becomes exercisable immediately following the relevant grant, it is included in relevant cost or expense on the grant date and accordingly increase liabilities. If it is subject to completion of services during the vest period or satisfaction with the required performance conditions for exercising right, on each balance sheet date during the vest period, the Company makes the best estimate on the exercisable rights, and accounts for the service obtained in the current period in relevant cost or expense with corresponding increase of liabilities based on the fair value of the liabilities assumed by the Company. The Company re-measures the fair value of liabilities on each balance sheet date and settlement date prior to settlement of relevant liabilities, with changes thereof included in profit or loss for the current period. (2) Relevant accounting for amending or terminating share based payment plan 98 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 In case that the Company amends share based payment plan which leads to increase of fair value of the granted equity instruments, the Company will correspondingly increase recognition for services obtained according to the increase of fair value of equity instrument. Increase of fair value of equity instrument refers to the difference of fair values of equity instruments as at the revision date before and after such revision. In case that the amendment results in decrease in total fair value of share based payment or adoption of other means which are not beneficial to employees, the Company will continue account for the services obtained as if such amendment had never occurred, unless the Company cancel part or all the granted equity instruments. During the vest period, if the granted equity instruments are cancelled, the Company will accelerate exercise of rights attaching to the granted equity instruments which are cancelled, and the remaining amount which should be recognized during the vest period is included in profit or loss for the current period promptly, meanwhile to recognise capital reserve. If employees or other parties who can choose to satisfy the non exercisable rights do not satisfy such conditions during the vest period, the Company will regard them as cancellation of granted equity instruments. (3) Accounting for share based payment concerning the Company, its shareholders or actual controllers As for share based payment concerning the Company, its shareholders or actual controllers, with either the settlement entity or service-acceptance entity in the Company or not, it is accounted for in our consolidated financial statement under the following provisions: ①for settlement entity making settlement with its own equity instruments, the transaction is accounted for as equity settled share based payment, otherwise it shall be accounted for as cash settled share based payment. If the settlement entity is an investor of the service-acceptance entity, the transaction is recognized as long term equity investment in the service-acceptance entity based on the fair value of the equity instruments as at the grant date or the fair value of assumed liabilities, with recognition of capital reserve (other capital reserve) or liabilities. ②If service-acceptance entity is not obliged to settle or grant its own equity instruments to its employees, the share based payment transaction is accounted for as equity settled share based payment. If service-acceptance entity is obliged to settle or the equity instruments granted to its employee are not the own instruments of the entity, the share based payment transaction is accounted for as cash settled share based payment. For intra-company share based payment transactions, if the service-acceptance entity and settlement entity are not the same enterprise, the share based payment transaction shall be recognized and measured in the respective financial statement of the two entities under the aforesaid principles. 27. Other financial instruments including senior shares and perpetual bonds (1) Distinguish of senior shares and perpetual bonds 99 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 The perpetual bonds and senior shares issued by the Company are treated as equity instruments subject to satisfaction of all the below conditions: ①the financial instrument excludes delivery of cash or other financial assets to others, or exchange for contractual obligations on financial assets or financial liabilities with others under potential negative conditions; ②if its own equity instruments are required or may be used to settle the financial instruments, it excludes the contractual obligation to deliver varied numbers of own equity instruments for settlement provided that the financial instruments are non-derivatives; if the financial instruments are derivatives, the Company can only settle the financial instruments by fixed number of own equity instruments for exchange for fixed amount of cash or other financial assets. Other than the financial instruments which can be classified as equity instruments under the above conditions, other financial instruments issued by the Company shall be classified as financial liabilities. In case that financial instruments issued by the Company are compound financial instruments, they shall be recognized as liabilities at the fair value of liabilities portion. The actual amount received less fair value of the liabilities portion shall be recornised as other equity instrument. Transaction expenses occurred in issuance of compound financial instruments are allocated to the portions of liabilities and equities according to their respective proportion to the total issuance price. 2)Accounting for perpetual bonds and senior shares For perpetual bonds and senior shares classified into financial liabilities, their relevant interest, dividends, gains or losses and gains or losses arising from redemption or refinancing are all included in current profit or loss other than those borrowing expenses which meet condition for capitalisation (please refer to note IV-18 “borrowing expenses”). For perpetual bonds and senior shares classified into equity instruments, their issuance (including refinancing), repurchase, sale or cancel are treated as change of equity, and relevant transaction fees are also deducted from equity. The Company accounts for allocation of holders of equity instruments as profit distribution. The Company dose not recognises change of fair value of equity instruments. 28. Revenue (1) Income from 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 100 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 benefits are probable to flow into the Company; the relevant income and costs can be measured reliably. (2) Provision of labor services When the outcome of a transaction involving the rendering of services can be reliably estimated, it shall, on the balance sheet date, recognize the revenue from the rendering of services employing the percentage-of-completion method. The outcome of a transaction concerning the rendering of services can be reliably estimated, which shall concurrently satisfy: ① The relevant amount of revenue can be reliably measured; ② it is probable that the economic benefits will flow into the enterprise; ③ the completion schedule of the transaction can be reliably ascertained; and ④ transaction costs incurred and to be incurred can be reliably measured. When the outcome of a transaction involving the rendering of services cannot be reliably estimated, it shall recognize the revenue from the rendering of services based on the cost of rendering services already incurred and expected to be compensated, and the cost of rendering services incurred shall be recognized as an expense for the current period. If the cost of rendering services is expected not to be compensated, it shall be recognized as an expense. When a contract or agreement signed by the Group includes sales of goods and rendering of services, if sales of goods and rendering of services can be differentiated and separately measured, they will be recognized respectively. If sales of goods and rendering of services cannot be differentiated or cannot be separately measured, they will be recognized as sales of goods in full. (3) Income from charge for use In line with relevant contract or agreement, recognized income on accrual basis (4) Interest income Recognized based on the times and real interest rates for the money used by others 29. Government Grants (1)Determination basis and accounting for government grants related to assets Government grants are transfer of monetary assets or non-monetary assets from the government to the Group at no consideration, excluding capital considerations from the government as an owner of the Group. Government grants are classified into government grants related to assets and government grants related to income. If a government grant is in the form of a transfer of monetary asset, the item shall be measured at the amount received or receivable. If a government grant is in the form of a transfer of non-monetary asset, the item shall be measured at fair value. If fair value is not reliably determinable, the item shall be measured at a nominal amount and recognized immediately in profit or loss for the current period. 101 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Government grants are generally recognized when received and measured at the amount actually received, but are measured at the amount likely to be received when there is conclusive evidence at the end of the accounting period that the Group will meet related requirements of such grants and will be able to receive the grants. The government grants so measured should also satisfy the following conditions: (1) the amount of the grants be confirmed with competent authorities in written form or reasonably deduced from related requirements under financial fund management measures officially released without material uncertainties; (2) the grants be given based on financial support projects and fund management policies officially published and voluntarily disclosed by local financial authorities in accordance with the requirements under disclosure of government information, where such policies should be open to any company satisfying conditions required and not specifically for certain companies; (3) the date of payment be specified in related documents and the payment thereof be covered by corresponding budget to ensure such grants will be paid on time as specified; and (4)other relevant conditions which shall be met based on the specific situations of the Company and the subject matter. A government grant related to an asset shall be recognized as deferred income, and evenly amortized to profit or loss over the useful life of the asset. For the repayment of a government grant already recognized, if there is any related deferred income, the repayment shall be off set against the carrying amount of the deferred income, and any excess shall be recognized in profit or loss for the current period; if there is no related deferred income, the repayment shall be recognized immediately in profit or loss for the current period. (2) Determination basis and accounting for government grants related to income Government grants are transfer of monetary assets or non-monetary assets from the government to the Group at no consideration, excluding capital considerations from the government as an owner of the Group. Government grants are classified into government grants related to assets and government grants related to income. If a government grant is in the form of a transfer of monetary asset, the item shall be measured at the amount received or receivable. If a government grant is in the form of a transfer of non-monetary asset, the item shall be measured at fair value. If fair value is not reliably determinable, the item shall be measured at a nominal amount and recognized immediately in profit or loss for the current period. Government grants are generally recognized when received and measured at the amount actually received, but are measured at the amount likely to be received when there is conclusive evidence at the end of the accounting period that the Group will meet related requirements of such grants and will be able to receive the grants. The government grants so measured should also satisfy the following conditions: (1) the amount of the grants be confirmed with competent authorities in written form or reasonably deduced from related requirements under 102 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 financial fund management measures officially released without material uncertainties; (2) the grants be given based on financial support projects and fund management policies officially published and voluntarily disclosed by local financial authorities in accordance with the requirements under disclosure of government information, where such policies should be open to any company satisfying conditions required and not specifically for certain companies; (3) the date of payment be specified in related documents and the payment thereof be covered by corresponding budget to ensure such grants will be paid on time as specified; and (4)other relevant conditions which shall be met based on the specific situations of the Company and the subject matter. For a government grant related to income, if the grant is a compensation for related expenses or losses to be incurred in subsequent periods, the grant shall be recognized as deferred income, and recognized in profit or loss over the periods in which the related costs are recognized; if the grant is a compensation for related expenses or losses already incurred, the grant shall be recognized immediately in profit or loss for the current period. For the repayment of a government grant already recognized, if there is any related deferred income, the repayment shall be off set against the carrying amount of the deferred income, and any excess shall be recognized in profit or loss for the current period; if there is no related deferred income, the repayment shall be recognized immediately in profit or loss for the current period. 30. Deferred tax assets / deferred income tax liabilities (1) Current income tax At the balance sheet date, current income tax liabilities (or assets) for the current and prior periods shall be measured at the amount expected to be paid (or recovered) according to the requirements of tax laws. Taxable profits, which are the basis for calculating the current income tax expense, are determined after adjusting the accounting profits before tax for the year in accordance with relevant requirements of tax laws. (2) Deferred income tax assets and deferred income tax liabilities Temporary differences arising from the difference between the carrying amount of an asset or liability and its tax base, and the difference between the tax base and the carrying amount of those items that are not recognized as assets or liabilities but have a tax base that can be determined according to tax laws, shall be recognized as deferred income tax assets and deferred income tax liabilities using the balance sheet liability method. Deferred income tax liabilities are not recognized for taxable temporary differences related to: the initial recognition of goodwill; and the initial recognition of an asset or liability in a transaction which is neither a business combination nor affects accounting profit or taxable profit (or deductible loss) at the time of the transaction. In addition, the Group recognises the corresponding deferred income tax liability for taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, except when both of the following conditions are satisfied: the Company able to control the timing of the reversal of the temporary difference; and it is probable that the temporary difference will not reverse in the foreseeable future. 103 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Deferred income tax assets are not recognized for deductible temporary differences related to the initial recognition of an asset or liability in a transaction which is neither a business combination nor affects accounting profit or taxable profit (or deductible loss) at the time of the transaction. In addition, the Group recognises the corresponding deferred income tax asset for deductible temporary differences associated with investments in subsidiaries, associates and joint ventures to the extent that it is probable that taxable profits will be available against which the deductible temporary differences can be utilised, except when both of the following conditions are satisfied: it is not probable that the temporary difference will reverse in the foreseeable future; and it is not probable that taxable profits will be available in the future, against which the temporary difference can be utilised. The Company recognises a deferred income tax asset for the carry forward of deductible losses and tax credits to subsequent periods, to the extent that it is probable that future taxable profits will be available against which the deductible losses and tax credits can be utilised. At the balance sheet date, deferred income tax assets and deferred income tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, according to the requirements of tax laws. At the balance sheet date, the Company shall review the carrying amount of a deferred income tax asset. If it is probable that sufficient taxable profits will not be available in future periods to allow the benefit of the deferred income tax asset to be utilised, the carrying amount of the deferred income tax asset shall be reduced. Any such reduction in amount shall be reversed when it becomes probable that sufficient taxable profits will be available. (3) Income tax expense Income tax expense comprises current income tax expense and deferred income tax expense. Current income tax expense (current income tax income) and deferred income tax expense (deferred income tax income) are included in profit or loss for the current period, except for: recognized as other comprehensive income or current income tax and deferred income tax related to transactions or events that are directly recognized in other comprehensive income or owners’ equity, which are recognized directly in owners’ equity, and deferred income tax arising from a business combination, which is adjusted against the carrying amount of goodwill. (4) Presentation of income tax When the Group has a legal right to settle on a net basis and intends either to settle on a net basis or to realise the assets and settle the liabilities simultaneously, current tax assets and current tax liabilities are offset and presented on a net basis. When the Group has a legal right to settle current tax assets and liabilities on a net basis, and deferred tax assets 104 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax assets and liabilities on a net basis or to realise the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be reversed, deferred tax assets and deferred tax liabilities are offset and presented on a net basis. 31. Lease (1)Accounting for operating lease Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of asset ownership to the lessee and titles to the assets may or may not eventually be transferred. All other leases are classified as operating leases. 1) Operating lease business with the Group recorded as lessee Lease payment for operating lease is recognized as related asset cost or profits and losses for the current period using the straight-line method over the lease term. The initial direct cost is directly accounted in profit or loss for the current period. Contingent rent is recognized as profit or loss for the current period upon occurrence. 2) Operating lease business with the Group recorded as lessor Rental income is recognized in profit or loss for the current period using the straight-line method over the lease term. The initial direct cost where the amount is larger is capitalised when incurred, and accounted for as profit or loss for the current period on the same basis as recognition of rental income over the entire lease period; the initial direct cost where the amount is fewer is included in the profit or loss for the period when incurred. Contingent rental is accounted for as profit or loss for the period in which it is incurred. (2) Accounting for financing lease 1) Financing lease business with the Group recorded as lessee On the beginning date of the lease, the entry value of leased asset shall be at the lower of the fair value of the leased asset and the present value of minimum lease payment at the beginning date of the lease. Minimum lease payment shall be the entry value of long-term accounts payable, with difference recognized as unrecognized financing expenses. In addition, initial direct costs attributable to leased items incurred during the process of lease negotiation and signing of lease agreement shall be included in the value of leased assets. The balance of minimum lease payment after deducting unrecognized financing expenses shall be accounted for long-term liability and long-term liability due within one year. Unrecognized financing expenses shall be recognized as financing expenses for the current period using effective interest method during the leasing period. Contingent rent shall be included in profit or loss for the current period at the time it incurred. 105 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 2) Financing lease business with the Group recorded as lessor On the beginning date of the lease, the entry value of lease receivable shall be the aggregate of minimum lease receivable and initial direct costs at the beginning date of the lease. The unsecured balance shall be recorded. The aggregate of minimum lease receivable, initial direct costs and unsecured balance and the different between their present value shall be recognized as unrealised financing income. The balance of lease receivable after deducting unrecognized financing income shall be accounted for long-term debt and long-term debt due within one year. Unrecognized financing income shall be recognized as financing income for the current period using effective interest method during the leasing period. Contingent rent shall be included in profit or loss for the current period at the time it incurred. 32. Other important accounting policy and estimation (1) Discontinued operation Discontinued operation refers to the operation disposed or classified as held-for-sale by the Company and presented separately under operation segments and financial statements, which has fulfilled one of the following criteria: ① it represents an independent key operation or key operating region; ② it is part of the proposed disposal plan on an independent key operation or proposed disposal in key operating region; or ③ it only establishes for acquisition of subsidiary through disposal. Accounting for discontinued operation is set out in note IV-13 “classified as assets held for sale”. 33. Major accounting policy and changes (1) Main accounting policy changes □ Applicable √ Not applicable (2) Changes of important accounting estimate □ Applicable √ Not applicable 34. Other Nil 106 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 VI. Taxes 1. Mai tax category and tax rate Tax category Tax calculation evidence Tax rate Sales income, and income from processing, maintenance, making repairs Value added tax 17% and supplying replacements, and labor service Sales tax Taxable labor income 5% Amount of value-added tax and sales tax Tax for maintaining and building cities 7% payable 25% Business income tax Taxable income Amount of value-added tax and sales tax Educational surtax 3% payable Amount of value-added tax and sales tax 2% Local educational surtax payable 1.2% Property tax 70% of the original value of the property Disclose reasons for different taxpaying body Taxpaying body Income tax rate 2. Tax preference Nil 3. Other Nil VII. Notes to Items in Consolidated Financial Statements 1. Monetary fund In RMB Item Ending balance Opening balance Cash on hand 141,271.10 2,894.71 Cash in bank 26,610,794.56 30,160,972.07 Total 26,752,065.66 30,163,866.78 Other explanation 2. Financial assets measured by fair value and reckoned into current gains/losses with its variation In RMB 107 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Item Ending balance Opening balance Other explanation: 3. Derivative financial assets □ Applicable √ Not applicable 4. Note receivables (1) Classification of notes receivable In RMB Item Ending balance Opening balance Bank acceptance bill 2,200,000.00 Total 2,200,000.00 (2) Pledge at period-end In RMB Item Amount pledge at period-end Total 0.00 (3) Notes endorsement or discount and undue on balance sheet date In RMB Item Amount derecognition at period-end Amount not derecognition at period-end Bank acceptance bill 47,314,732.69 Total 47,314,732.69 (4) Notes transfer to account receivable due for failure implementation by drawer at period-end In RMB Item Amount transfer to account receivable at period-end Total 0.00 Other explanation 5. Accounts receivable (1) Accounts receivable by category: In RMB Category Ending balance Opening balance 108 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Book balance Bad debt provision Book balance Bad debt provision Book Accrual Accrual Book value Amount Ratio Amount value Amount Ratio Amount ratio ratio Receivables with bad debt provision 9,591,99 1,374,95 8,217,039 8,101,9 1,310,937 6,790,982.5 88.69% 14.33% 100.00% 16.18% accrual by credit 8.29 9.25 .04 19.90 .40 0 portfolio Accounts with single significant amount 1,222,82 244,564. 978,257.2 and bad debts 11.31% 20.00% 1.60 32 8 provision accrued individually 10,814,8 1,619,52 9,195,296 8,101,9 1,310,937 6,790,982.5 Total 100.00% 12.75% 100.00% 16.18% 19.89 3.57 .32 19.90 .40 0 Receivable with single significant amount and withdrawal bad debt provision separately at end of period: □ Applicable √ Not applicable In combination, accounts receivable whose bad debts provision was accrued by age analysis: √ Applicable □ Not applicable In RMB Ending balance Age Account receivable Bad debt provision Accrual ratio within one year Within 1 year 7,465,772.01 22,397.32 0.30% Subtotal within one year 7,465,772.01 22,397.32 0.30% 1-2 years 658,485.35 1,975.46 0.30% 2-3 years 117,506.98 352.52 0.30% Over 3 years 1,350,233.95 1,350,233.95 100.00% Total 9,591,998.29 1,374,959.25 Explanation on combination determines: According to the business scale, business nature, and customers’ settlement, etc., the account receivable with single significant amount is determined to be RMB 5 million. The account receivable with single significant amount has no depreciation reserve, and the reserve for bad debt provision is withdrawn with age analysis method. In combination, withdrawal proportion of bad debt provision based on balance proportion for account receivable: □ Applicable √ Not applicable In combination, withdrawal proportion of bad debt provision based on other methods for account receivable: 109 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 (2) Bad debt provision accrual collected or switch back Bad debt provision accrual was 308,586.17 Yuan; the amount collected or switches back amounting to 0.00 Yuan Important bad debt provision collected or switch back: In RMB Company Collected or switch back amount Collection way Total 0.00 -- (3) Account receivable actual charge off in the Period In RMB Item Amount written off Written-off for the major receivable: In RMB Verification Arising from related Company Nature Amount written off Reason for write-off procedures transaction (Y/N) Total -- 0.00 -- -- -- Explanation for write-off of receivables: (4) Top 5 receivables at ending balance by arrears party Total year-end balance of top five receivables by arrears party amounting to 8,267,969.20 Yuan, takes 76.45 percent of the total account receivable at year-end, bad debt provision accrual correspondingly at year-end amounting as 1,196,764.45 Yuan. (5) Receivable derecognition due to transfer of financial assets (6) Assets and liability resulted by receivable transfer and continuous involvement Other explanation: 6. Advance payment (1) Advance payment by age In RMB Ending balance Opening balance Age Amount Ratio Amount Ratio within one year 386,433.20 97.13% 348,277.01 100.00% 1-2 years 11,400.00 2.87% 110 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Total 397,833.20 -- 348,277.01 -- Explanation on reasons of failure to settle on important advance payment with age over one year: (2) Top 5 advance payment at ending balance by prepayment object Total year-end balance of top five advance payment by prepayment object amounting to 393,906.00 Yuan, takes 99.01 percent of the total advance payment at year-end Other explanation 7. Interest receivable (1) Category In RMB Item Ending balance Opening balance (2) Important overdue interest Overdue time Overdue Impairment (Y/N) and Borrower Ending balance Overdue reason time judgment basis Total 0.00 -- -- -- Other explanation: 8. Dividend receivables (1) Dividend receivables In RMB Item (or the invested entity) Ending balance Opening balance (2) Major dividend receivables with over one year age In RMB Item or the invested Impairment (Y/N) and Ending balance Age Reasons entity) judgment basis Total 0.00 -- -- -- Other explanation: 111 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 9. Other accounts receivable (1) Other accounts receivable by category In RMB Ending balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Category Book Accrual Accrual Book value Amount Ratio Amount value Amount Ratio Amount ratio ratio Other receivables with bad debt 845,449. 449,925. 395,523.7 961,528 450,273.9 100.00% 53.22% 100.00% 46.83% 511,254.81 provision accrual by 44 66 8 .71 0 credit portfolio 845,449. 449,925. 395,523.7 961,528 450,273.9 Total 100.00% 53.22% 100.00% 46.83% 511,254.81 44 66 8 .71 0 Other receivable with single significant amount and withdrawal bad debt provision separately at end of period: □ Applicable √ Not applicable In combination, other accounts receivable whose bad debts provision was accrued by age analysis √ Applicable □ Not applicable In RMB Ending balance Age Other accounts receivable Bad debt provision Accrual ratio within one year within one year 93,271.92 279.81 0.30% Subtotal within one year 93,271.92 279.81 0.30% 1-2 years 291,442.00 874.33 0.30% 2-3 years 12,000.00 36.00 0.30% Over 3 years 448,735.52 448,735.52 100.00% Total 845,449.44 449,925.66 Explanations on combination determine: 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 debt provision is withdrawn with age analysis method. In combination, withdrawal proportion of bad debt provision based on balance proportion for other account receivable: □ Applicable √ Not applicable In combination, withdrawal proportion of bad debt provision based on other methods for other account receivable: □ Applicable √ Not applicable 112 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 (2) Bad debt provision accrual collected or switch back Bad debt provision accrual was 24,044.34 Yuan; the amount collected or switches back amounting to 348.24 Yuan Important bad debt provision collected or switch back: In RMB Company Amount reversal or collected Collection way Total 0.00 -- Nil (3) Other receivables actually written-off during the reporting period In RMB Item Amount written off Written-off for the major other receivable: In RMB Nature of other Verification Arising from related Company Amount written off Reason for write-off receivables procedures transaction (Y/N) Total -- 0.00 -- -- -- Explanation for write-off of other receivables: (4) Other receivables by nature In RMB Nature Ending book balance Opening book balance Deposit 169,135.00 220,999.00 Current money 676,314.44 740,529.71 Total 845,449.44 961,528.71 (5) Top 5 other receivables at ending balance by arrears party In RMB Ratio in total ending Ending balance of Company Nature Ending balance Age balance of other bad bet provision receivables Luwei Electrical payment for goods 300,000.00 Over 3 years 35.48% 300,000.00 Equipment Co., Shenzhen Anjinheng Deposit 90,100.00 Within one year 10.66% 270.30 Industrial Co., Ltd. Total -- 390,100.00 -- 46.14% 300,270.30 113 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 (6) Account receivable with government grants involved In RMB Time, amount and basis Company Item Ending balance Ending age of amount collection estimated Total -- 0.00 -- -- (7) Other account receivable derecognition due to financial assets transfer (8) Assets and liability resulted by other account receivable transfer and continuous involvement Other explanation: 10. Inventory (1) Inventory classification In RMB Ending balance Opening balance Item Depreciation Depreciation Book balance Book value Book balance Book value reserve reserve Raw materials 441,460.58 441,460.58 302,597.03 302,597.03 Finished goods 3,615,787.10 3,615,787.10 5,868,710.50 5,868,710.50 Total 4,057,247.68 4,057,247.68 6,171,307.53 6,171,307.53 (2) Inventory depreciation reserve In RMB Increase in the current period Decrease in the current period Item Opening balance Switch back or Ending balance Accrual Other Other write-off Total 0.00 0.00 0.00 0.00 (3) Explanation on capitalization of borrowing costs at ending balance of inventory (4) Assets that completed without settlement from construction contract In RMB Item Amount Other explanation: 114 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 11. Assets holding ready for sold In RMB Expected disposal Item Ending book value Fair value Expected disposal time expenses Total 0.00 0.00 0.00 -- Other explanation: 12. Non-current assets due within one year In RMB Item Ending balance Opening balance Other explanation: 13. Other current assets In RMB Item Ending balance Opening balance Prepaid tax 209,155.59 Total 209,155.59 Other explanation: 14. Financial assets available for sale (1) Financial assets available for sale In RMB Ending balance Opening balance Item Depreciation Depreciation Book balance Book value Book balance Book value reserves reserves Total 0.00 0.00 0.00 0.00 (2) Financial assets available for sale measured by fair value at period-end In RMB Equity instrument Debt instrument Type Total available for sale available for sale Cost /liability of equity instrument/ amortization 0.00 cost of debt instrument 115 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Fair value 0.00 Amount of fair value changes that accumulatively reckoned 0.00 in other comprehensive gains Amount with impairment 0.00 accrual (3) Financial assets available for sale measured by cost at period-end In RMB Book balance Depreciation reserves Ratio of The share-holdi Cash invested Period-beg Period-beg ng in Increased Decreased Period-end Increased Decreased Period-end dividend entity inning inning invested entity Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -- 0.00 (4) Changes of impairment in Period In RMB Equity instrument Debt instrument Type Total available for sale available for sale Balance of impairment 0.00 accrual at period-begin Current accrual 0.00 Including: transfer-in from other 0.00 comprehensive income Current decrease 0.00 Including: switch back due to fair value rebound 0.00 at period-end Balance of impairment 0.00 accrual at period-end (5) Fair value of equity instrument available for sale sharply declined or other-than-temporary declined at period-end without depreciation reserves accrual In RMB 116 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Fair value Time of drops Amount with Reasons for Item Investment cost Ending fair value declined relative persistently impairment un-accrual to cost (month) accrual Total 0.00 0.00 -- -- 0.00 -- Other explanation 15. Held-to-maturity investment (1) Held-to-maturity investment In RMB Ending balance Opening balance Item Depreciation Depreciation Book balance Book value Book balance Book value reserves reserves Total 0.00 0.00 0.00 0.00 (2) Important held-to-maturity investment at period-end In RMB Bond Face value Coupon value Actual rate Maturity date Total 0.00 -- -- -- (3) Held-to-maturity investment reclassify in the Period Other explanation 16. Long-term account receivable (1) Long-term account receivable In RMB Ending balance Opening balance Discount rate Item Bad debt Bad debt Book balance Book value Book balance Book value section provision provision Total 0.00 0.00 0.00 0.00 -- (2) Long-term account receivable derecognition due to transfer of financial assets (3) Assets and liability resulted by long-term account receivable transfer and continuous involvement Other explanation 117 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 17. Long-term equity investment In RMB +,- Ending Other Cash Investme balance The Additiona comprehe dividend Opening nt gains Other Ending of invested l Capital nsive or profit Impairme balance recognize equity Other balance impairme entity investmen reduction income announce nt accrual d under change nt t adjustmen d to equity provision t issued I. Joint venture Subtotal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 II. Associated enterprise Subtotal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Other explanation 18. Investment real estate (1) Investment real estate measured at cost □ Applicable √ Not applicable (2) Investment real estate measured at fair value □ Applicable √ Not applicable (3) Certificate of title un-completed In RMB Item Book value Reasons for un-completed Other explanation 19. Fixed assets (1) Fixed assets In RMB Transportation Electronic and other Item Machines and equipment Total equipment equipment I. original book value: 1.Opening balance 194,406.84 515,814.24 637,606.48 1,347,827.56 2. increased in the 222,222.22 122,831.69 37,723.39 382,777.30 Period 118 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 (1) Purchase 222,222.22 122,831.69 37,723.39 382,777.30 (2) construction in process transfer-in (3) the increase in business combination 3.DecreasedAmount (1) Disposal or scrap 4.Ending balance 416,629.06 638,645.93 675,329.87 1,730,604.86 II. accumulated depreciation 1.Opening balance 1,474.16 155,799.08 416,592.48 573,865.72 2. increased in the 32,778.68 90,487.44 25,566.59 148,832.71 Period (1) provision 32,778.68 90,487.44 25,566.59 148,832.71 3.DecreasedAmount (1) Disposal or scrap 4.Ending balance 34,252.84 246,286.52 442,159.07 722,698.43 III. impairment of preparation 1.Opening balance 2. increased in the Period (1) provision 3.DecreasedAmount (1) Disposal or scrap 4.Ending balance IV. book value 1.Ending book value 382,376.22 392,359.41 233,170.80 1,007,906.43 2. Opening book 192,932.68 360,015.16 221,014.00 773,961.84 119 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 value (2) Fixed assets temporary idle In RMB Accumulated Depreciation Item Original book value Book value Note depreciation reserves (3) Fixed assets leased through operating lease In RMB Accumulated Item Original book value Depreciation reserves Book value depreciation (4) Fixed assets leased through operating lease In RMB Item Ending book value (5) Certificate of title un-completed In RMB Item Book value Reasons Other explanation 20. Construction in progress (1) Construction in progress In RMB Ending balance Opening balance Item Depreciation Depreciation Book balance Book value Book balance Book value reserves reserves Total 0.00 0.00 0.00 0.00 (2) Changes in significant construction in progress In RMB increased Fixed Other Proporti Accumul including Interest Opening Ending Sourceof Item Budget in the assets decrease on of Progress ated : interest capitaliz balance balance funds Period transfer-i d in the project amount capitaliz ation rate 120 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 n in the Period investme of ed of the Period nt in interest amount year budget capitaliz of the ation year Total 0.00 0.00 0.00 0.00 0.00 0.00 -- -- 0.00 0.00 0.00% -- (3) Depreciation reserves accrual In RMB Item Accrual Amount Reasons Total 0.00 -- Other explanation 21. Engineering materials In RMB Item Ending balance Opening balance Other explanation: 22. Disposal of fixed assets In RMB Item Ending balance Opening balance Other explanation: 23. Productive biological assets (1) Productive biological assets measured by cost □ Applicable √ Not applicable (2) Productive biological assets measured by fair value □ Applicable √ Not applicable 24. Oil-and-gas assets □ Applicable √ Not applicable 121 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 25. Intangible assets (1) Intangible assets In RMB Non-patent Item Land use right Patent Trademark Total technology I. original book value: 1.Opening 5,271,000.00 5,271,000.00 balance 2. increased in the Period (1) Purchase (2) internal R &D (3) the increase in business combination 3.DecreasedAmount (1) Disposal 4.Ending 5,271,000.00 5,271,000.00 balance II. accumulated depreciation 1.Opening 753,000.00 753,000.00 balance 2. increased in 753,000.00 753,000.00 the Period (1) provision 753,000.00 753,000.00 3.DecreasedAmount (1) Disposal 122 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 4.Ending 1,506,000.00 1,506,000.00 balance III. impairment of preparation 1.Opening balance 2. increased in the Period (1) provision 3.DecreasedAmount (1) Disposal 4.Ending balance IV. book value 1.Ending book 3,765,000.00 3,765,000.00 value 2. Opening 4,518,000.00 4,518,000.00 book value Ratio of the intangible assets from internal R&D in balance of intangible assets at period-end (2) Land use right without certificate of title completed In RMB Item Book value Reasons Other explanation: 26. Development expense In RMB Opening Item increased in the Period Decreased Amount Ending balance balance Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Other explanation 27. Goodwill 123 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 (1) Original book value of goodwill In RMB The invested Opening balance Increase during the year Decreased during the year Ending balance entity or items Total 0.00 0.00 0.00 0.00 0.00 0.00 (2) Depreciation reserves of goodwill In RMB The invested Opening balance Increase during the year Decreased Ending balance entity or items Total 0.00 0.00 0.00 0.00 0.00 0.00 Process of impairment testing, parameter and recognition method for impairment losses: Other explanation: 28. Long-term unamortized expenses In RMB increased in the Amortized in the Item Opening balance Other decrease Ending balance Period Period Total 0.00 0.00 0.00 Other explanation 29. Deferred income tax assets and deferred income tax liabilities (1) Deferred income tax assets un-offset In RMB Ending balance Opening balance Item Deductible temporary Deferred income tax Deductible temporary Deferred income tax difference assets difference assets Asset depreciation 308,276.93 89,066.31 47,988.32 11,997.08 reserves Total 308,276.93 89,066.31 47,988.32 11,997.08 (2) Deferred income tax liabilities un-offset In RMB Item Ending balance Opening balance 124 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Taxable temporary Deferred income tax Taxable temporary Deferred income tax differences liabilities differences liabilities Total 0.00 0.00 0.00 0.00 (3) Deferred income tax assets and deferred income tax liabilities listed after off-set In RMB Ending balance of Trade-off between the Opening balance of Trade-off between the deferred income tax deferred income tax deferred income tax Item deferred income tax assets or liabilities after assets and liabilities at assets or liabilities after assets and liabilities off-set period-begin off-set Deferred income tax 308,276.93 89,066.31 47,988.32 11,997.08 assets (4) Details of unrecognized deferred income tax assets In RMB Item Ending balance Opening balance Total 0.00 0.00 (5) Deductible losses of un-recognized deferred income tax assets expired on the followed year In RMB Year Ending amount Opening amount Note Total 0.00 0.00 -- Other explanation: 30. Other non-current assets In RMB Item Ending balance Opening balance Other explanation: 31. Short-term loans (1)Types of short-term loans In RMB Item Ending balance Opening balance Explanation on short-term loans category 125 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 (2) Overdue outstanding short-term loans Total 0.00 Yuan overdue outstanding short-term loans at period-end, including the followed significant amount: In RMB Unit Ending balance Lending rate Overdue time Overdue rate Total 0.00 -- -- -- Other explanation: 32. Financial liability measured by fair value and with its variation reckoned into current gains/losses In RMB Item Ending balance Opening balance Other explanation: 33. derivative financial liabilities □ Applicable √ Not applicable 34. Notes payable In RMB Type Ending balance Opening balance Notes expired at year-end without paid was 0.00 Yuan 35. Account payable (1) Account payable In RMB Item Ending balance Opening balance Loans 7,787,813.83 10,278,377.96 Total 7,787,813.83 10,278,377.96 (2) Account payable with over one year book age In RMB Item Ending balance Reasons of un-paid or carry-over Total 0.00 -- Other explanation: 126 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 36. Account received in advance (1) Account received in advance In RMB Item Ending balance Opening balance Loans 2,024,718.30 2,595,736.07 Total 2,024,718.30 2,595,736.07 (2) Account received in advance with over one year book age In RMB Item Ending balance Reasons of un-paid or carry-over Total 0.00 -- (3) Projects that settle without completed from construction contract at period-end In RMB Item Amount Other explanation: During the reporting period no significant advance payments for more than 1 years of age. 37. Wages payable (1) Wages payable In RMB Item Opening balance Increase during the year Decreased Ending balance I. Short-term compensation 1,767,497.76 6,876,171.33 7,264,318.85 1,379,350.24 II. Post-employment welfare- defined 5,316.96 420,023.66 420,023.66 5,316.96 contribution plans Total 1,772,814.72 7,296,194.99 7,684,342.51 1,384,667.20 (2) Short-term compensation In RMB Item Opening balance Increase during the year Decreased Ending balance 1. Wages, bonuses, allowances 1,526,329.12 6,030,079.98 6,408,167.91 1,148,241.19 andsubsidies 2. Welfare for workers 416,257.25 416,257.25 and staff 3. Social insurance 1,293.08 180,082.73 180,082.73 1,293.08 127 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Including: Medical 1,293.08 150,245.41 150,245.41 1,293.08 insurance Work injury 6,964.73 6,964.73 insurance Maternity 22,872.59 22,872.59 insurance 4. Housing accumulation 11,334.44 180,654.20 181,720.68 10,267.96 fund 5. Labor union expenditure and 228,541.12 69,097.17 78,090.28 219,548.01 personnel education expense Total 1,767,497.76 6,876,171.33 7,264,318.85 1,379,350.24 (3) Defined contribution plans In RMB Item Opening balance Increase during the year Decreased Ending balance 1. Basic endowment 5,172.32 400,198.70 400,198.70 5,172.32 insurance 2. Unemployment 144.64 19,824.96 19,824.96 144.64 insurance Total 5,316.96 420,023.66 420,023.66 5,316.96 Other explanation: The Company participates in the pension insurance and unemployment insurance plans established by government authorities by laws. Under these plans, the Company makes monthly contribution to these plans based on 14% and 2% of the paid salaries of its employees respectively. Other than the aforesaid monthly contribution, the Company takes no further payment obligation. The relevant expenditure is included in current profit or loss or cost of relevant assets when occurs. 38. Tax payable In RMB Item Ending balance Opening balance Value-added tax 1,074,435.25 1,256,783.68 Business tax 28,175.45 25,782.60 Enterprise income tax 745,109.42 Individual income tax 30,039.52 40,662.68 Urban maintenance and construction tax 54,951.97 64,952.41 128 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Educational surtax 34,432.54 41,575.59 Embankment expenses 4,198.63 4,198.63 House property tax 45,070.60 53,122.79 Total 1,271,303.96 2,232,187.80 Other explanation: The Company paid property tax on behalf of administrator. 39. Interest payable In RMB Item Ending balance Opening balance Interest overdue without paid: In RMB Borrower Amount overdue Reasons Total 0.00 -- Other explanation: 40. Dividends payable In RMB Item Ending balance Opening balance Other explanation, including dividends payable with over one year age and disclosure un-payment reasons: 41. Other payable (1) Classification of other payable according to nature of account In RMB Item Ending balance Opening balance Custodian and common benefit debts 9,659,853.85 9,840,809.85 Current money 8,552,160.51 9,370,269.08 Margin 1,798,346.00 1,903,346.00 Total 20,010,360.36 21,114,424.93 (2) Significant other payable with over one year age In RMB Item Ending balance Reasons of un-paid or carry-over Custodian and common benefit debts 9,659,853.85 Un-cleared Guosheng Energy 6,500,000.00 Interest-free loans Total 16,159,853.85 -- 129 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Other explanation 42. Liability holding ready for sold In RMB Item Ending balance Opening balance Other explanation: 43. Non-current liability due within one year In RMB Item Ending balance Opening balance Other explanation: Nil 44. Other current liability In RMB Item Ending balance Opening balance Changes of short-term bond payable: In RMB Accrual Premium/ Face Release Bond Issuing Opening Issued in interest discount Paid in Ending Bond value date period amount balance the Period by face amortizati the Period balance value on Total -- -- -- 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Other explanation: Nil 45. Long-term loans (1) Classification of long-term loans In RMB Item Ending balance Opening balance Explanation: Nil Other explanation, including interest rate section: Nil 130 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 46. Bonds payable (1) Bonds payable In RMB Item Ending balance Opening balance (2) Changes of bonds payable (not including the other financial instrument of preferred stock and perpetual capital securities that classify as financial liability) In RMB Total -- -- -- 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (3) Convertible conditions and time for shares transfer for the convertible bonds Nil (4) Other financial instruments classify as financial liability Basic information of the outstanding preferred stock and perpetual capital securities at period-end Nil Changes of outstanding preferred stock and perpetual capital securities at period-end In RMB Outstanding Period-begin Increase during the year Decreased Period-end financial Amount Book value Amount Book value Amount Book value Amount Book value instrument Total 0 0.00 0 0.00 0 0.00 0 0.00 Basis for financial liability classification for other financial instrument Nil Other explanation Nil 47. Long-term account payable (1) Listed by nature In RMB Item Ending balance Opening balance Other explanation: 131 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 48. Long-term employee payable (1) Long-term employee payable In RMB Item Ending balance Opening balance (2) Changes of defined benefit plans Present value of the defined benefit plans: In RMB Item Current amount Last amount Scheme assets: In RMB Item Current amount Last amount Net liability (assts) of the defined benefit plans In RMB Item Current amount Last amount Content of defined benefit plans and relevant risks, impact on future cash flow of the Company as well as times and uncertainty: Major actuarial assumption and sensitivity analysis: Other explanation: 49. Special payable In RMB Increase during the Item Opening balance Decreased Ending balance Causes year Total 0.00 0.00 -- Other explanation: 50. Accrued liability In RMB Item Ending balance Opening balance Causes Other explanation, including relevant important assumptions and estimation: 51. Deferred income In RMB Increase during the Item Opening balance Decreased Ending balance Causes year 132 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Total 0.00 0.00 -- Item with government grants involved: In RMB Amount reckoned New grants in the Assets-related/inc Item Opening balance in non-operation Other changes Ending balance Period ome related revenue Total 0.00 0.00 0.00 -- Other explanation: 52. Other non-current liability In RMB Item Ending balance Opening balance Other explanation: 53. Share capital In RMB Changeduringtheyear(+,-) Shares Opening New shares transferred Ending balance balance Bonus share Other Subtotal issued from capital reserve Total shares 551,347,947.00 551,347,947.00 Other explanation: 54. Other equity instrument (1) Basic information of the outstanding preferred stock and perpetual capital securities at period-end (2) Changes of outstanding preferred stock and perpetual capital securities at period-end In RMB Outstanding Period-begin Increase during the year Decreased Period-end financial Amount Book value Amount Book value Amount Book value Amount Book value instrument Total 0 0 0.00 0 0.00 0 Changes of other equity instrument, change reasons and relevant accounting treatment basis: Other explanation: 133 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 55. Capital reserve In RMB Item Opening balance Increase during the year Decreased Ending balance Other capital reserve 627,834,243.83 54.02 627,834,297.85 Debt restructuring 482,580,588.23 482,580,588.23 income Other 145,253,655.60 54.02 145,253,709.62 Total 627,834,243.83 54.02 627,834,297.85 Other explanation, including changes and reasons for changes: Among the other capital reserves, 135,840,297.18 Yuan refers to the payment for creditor from shares assignment by whole shareholders; majority shareholder Guosheng Energy donated 5,390,399.74 Yuan. 56. Treasury stock In RMB Item Opening balance Increase during the year Decreased Ending balance Total 0.00 0.00 Other explanation, including changes and reasons for changes: 57. Other comprehensive income In RMB Current amount Less: written in other Account comprehensive Opening Belong to Belong to Ending Item before income in balance Less : income parent minority balance previous period income tax in and carried tax expense company after shareholders tax after tax the year forward to gains and losses in current period Total other comprehensive income 0.00 0.00 0.00 Other explanation, including the active part of the hedging gains/losses of cash flow transfer to initial recognization adjustment for the arbitraged items 58. Special reserves In RMB Item Opening balance Increase during the year Decreased Ending balance Total 0.00 0.00 Other explanation, including changes and reasons for changes: 134 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 59. Surplus reserves In RMB Item Opening balance Increase during the year Decreased Ending balance Statutory surplus reserve 32,673,227.01 32,673,227.01 Total 32,673,227.01 0.00 0.00 32,673,227.01 Other explanation, including changes and reasons for changes: 60. Retained profit In RMB Item Current period Last period Retained profit at period-end before adjustment -1,199,952,070.17 -1,204,837,748.73 Retained profit at period-begin after adjustment -1,199,952,070.17 -1,204,837,748.73 Add: net profit attributable to shareholders of -138,355.58 4,885,678.56 parent company for this year Retained profit at period-end -1,200,090,425.75 -1,199,952,070.17 Adjustment for retained profit at period-begin: 1). Retroactive adjustment due to the Accounting Standards for Business Enterprise and relevant new regulations, retained profit at period-begin has 0.00 Yuan affected; 2) Due to the accounting policy changes, retained profit at period-begin has 0.00 Yuan affected; 3) Due to the major accounting errors correction, retained profit at period-begin has 0.00 Yuan affected; 4) Consolidation range changed due to the same control, retained profit at period-begin has 0.00 Yuan affected; 5) Total other adjustment impacts 0.00 Yuan retained profit at period-begin 61. Operating income and operating cost In RMB Current amount Last amount Item Income Cost Income Cost Main business 169,765,416.68 158,247,892.61 206,787,455.39 194,455,356.12 Other business 1,224,613.42 1,151,379.27 5,283,130.38 4,509,309.53 Total 170,990,030.10 159,399,271.88 212,070,585.77 198,964,665.65 62. Business tax and surcharge In RMB Item Current amount Last amount Business tax 180,489.66 250,697.67 135 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Urban maintenance and construction tax 146,170.20 150,619.25 Educational surtax 104,407.32 107,585.20 Total 431,067.18 508,902.12 Other explanation: Details of the various business taxes and additional standards are in "tax". 63. Sales expense In RMB Item Current amount Last amount Salary 3,046,778.67 2,403,392.34 market promotion costs 1,474,565.46 721,113.68 Lease and property management fee 562,901.30 666,701.92 Travel expenses 601,963.66 479,398.60 Other 829,396.81 1,069,856.86 Total 6,515,605.90 5,340,463.40 Other explanation: 64. Administration expense In RMB Item Current amount Last amount Salary 3,341,944.77 4,776,645.93 Lease and property management fee 1,113,211.99 2,801,452.78 Repair charge 1,287,036.57 Intermediary services charge 636,037.72 1,495,493.10 Other 300,371.66 3,748,259.18 Total 5,391,566.14 14,108,887.56 Other explanation: 65. Financial expense In RMB Item Current amount Last amount Interest expenditure Less: Interest income 695,798.95 200,059.09 exchange loss 0.41 -18.12 Other 20,600.33 26,623.61 136 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Total -675,198.21 -173,453.60 Other explanation: 66. Loss from Assets depreciation In RMB Item Current amount Last amount I. Bad debt losses 308,237.93 48,575.61 Total 308,237.93 48,575.61 Other explanation: Loss of provision for bad debts of accounts receivable was RMB 308,586.17, reversal of bad debt losses of other receivables was RMB 348.24. 67. Changes in fair value gains In RMB Changes resources Current amount Last amount Other explanation: 68. Investment income In RMB Item Current amount Last amount Other explanation: 69. Non-operation revenue In RMB Amount reckoned into Item Current amount Last amount non-recurring gains/losses in the Year Total gains from disposal of 39,731.46 non-current assets Income from fine and penalty 103,000.00 Other 4,210,594.98 14,542,620.77 4,210,594.98 Total 4,210,594.98 14,685,352.23 4,210,594.98 Government grants reckoned into current gains/losses: In RMB Whether the Issuing Whether Amount of Amount of Assets Item Issuing cause Property type impact of subject special this period last period related/Incom subsidies on 137 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 the current subsidies e related profit and loss Total -- -- -- -- -- 0.00 0.00 -- Other explanation: 70. Non-operating expenditure In RMB Amount reckoned into Item Current amount Last amount non-recurring gains/losses in the Year Total non-current assets 5,880.00 disposal losses Other 3,841,393.90 23,158.00 3,841,393.90 Total 3,841,393.90 29,038.00 3,841,393.90 Other explanation: 71. Income tax expense (1) Income tax expense In RMB Item Current amount Last amount Current income tax 171,678.36 2,157,857.16 Deferred income tax -77,069.23 -11,997.08 Total 94,609.13 2,145,860.08 (2) Adjustment on accounting profit and income tax expenses In RMB Item Current amount Total profit -11,319.64 Income tax measured by statutory/applicable tax rate 0.00 Impact on cost, expenses and losses that unable to deducted 105,928.77 income tax expenses 94,609.13 Other explanation 72. Other comprehensive income Found more in Note 57. 138 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 73. Items of cash flow statement (1) Other cash received in relation to operation activities In RMB Item Current amount Last amount Interest and Rent and utilities etc. 5,087,819.08 4,171,494.61 Custodian (2013 annual income tax) 92,388,206.44 Custodian (common interest debt) 12,536,900.00 Custodian (employee claims) 2,360,640.00 Other Current money 1,937,206.93 4,134,967.01 Total 7,025,026.01 115,592,208.06 Explanation on other cash received in relation to operation activities (2) Other cash paid in relation to operation activities In RMB Item Current amount Last amount utilities 458,190.10 816,881.52 Market sales phase expenses as 1,474,565.46 2,937,071.06 advertisement promoted Management phase expenses as listing charge, agency fee and three Meetings 5,588,378.31 5,033,523.00 operations expenses and office expenses Rent and property fee and maintenance fee 2,364,764.52 4,088,489.35 Deposit and Margin paid 1,353,871.46 2,800,580.55 Other Current money 2,222,080.74 Total 11,239,769.85 17,898,626.22 Explanation on other cash paid in relation to operation activities (3) Cash received from other investment activities In RMB Item Current amount Last amount Explanation on cash received from other investment activities (4) Cash paid related with investment activities In RMB Item Current amount Last amount Explanation on cash paid related with investment activities (5) Other cash received in relation to financing activities In RMB 139 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Item Current amount Last amount Explanation on other cash received in relation to financing activities (6) Cash paid related with financing activities In RMB Item Current amount Last amount Explanation on cash paid related with financing activities 74. Supplementary information to statement of cash flow (1) Supplementary information to statement of cash flow In RMB Supplementary information This Period Last Period 1. Net profit adjusted to cash flow of -- -- operation activities: Net profit -105,928.77 5,782,999.18 Add: Assets impairment provision 308,237.93 48,575.61 Depreciation of fixed assets, consumption of oil assets and depreciation of productive 148,832.71 79,066.98 biology assets Amortization of intangible assets 753,000.00 753,000.00 Loss from disposal of fixed assets, intangible assets and other long-term assets(gain is -33,851.46 listed with “-”) Decrease of deferred income tax -77,069.23 -11,997.08 asset( (increase is listed with “-”) Decrease of inventory (increase is listed with 2,114,059.85 -1,626,191.10 “-”) Decrease of operating receivable accounts -446,376.91 104,734,227.53 (increase is listed with “-”) Increase of operating payable accounts -5,723,833.42 -105,804,781.48 (decrease is listed with “-”) Other 54.02 Net cash flow arising from operating -3,029,023.82 3,921,048.18 activities 2. Material investment and financing not -- -- involved in cash flow 3. Net change of cash and cash equivalents: -- -- Balance of cash at period end 26,752,065.66 30,163,866.78 Less: Balance of cash at year-begin 30,163,866.78 26,834,171.59 Net increasing of cash and cash equivalents -3,411,801.12 3,329,695.19 140 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 (2) Net cash paid for obtaining subsidiary in the Period In RMB Amount Including: -- Including: -- Including: -- Other explanation: (3) Net cash received by disposing subsidiary in the Period In RMB Amount Including: -- Including: -- Including: -- Other explanation: (4) Constitution of cash and cash equivalent: In RMB Item Ending balance Opening balance Ⅰ. Cash 26,752,065.66 30,163,866.78 Including: Cash on hand 141,271.10 2,894.71 Bank deposit available for 26,610,794.56 30,160,972.07 payment at any time Ⅲ. Balance of cash and cash equivalent at 26,752,065.66 30,163,866.78 period-end Other explanation: Cash and cash equivalents is excluding the parent company or subsidiary of the group using restricted cash and cash equivalents. 75. Notes of changes of owners’ equity Explain the name and adjusted amount in “Other” at end of last period: 76. Assets with ownership or use right restricted In RMB Item Ending book value Restriction reasons Total 0.00 -- 141 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Other explanation: 77. Foreign currency monetary items (1) Foreign currency monetary items In RMB Ending foreign currency Item Convert rate Ending RMB balance converted balance Other explanation: (2) Explanation on foreign operational entity, including as for the major foreign operational entity, disclosed main operation place, book-keeping currency and basis for selection; if the book-keeping currency changed, explain reasons □ Applicable √ Not applicable 78. Hedging Disclosed hedging items and relevant hedging instrument based on hedging’s category, disclosed qualitative and quantitative information for the arbitrage risks: Nil 79. Other Nil VIII. Changes of consolidation range 1. Enterprise combined under different control (1) Enterprise combined under different control in the Period In RMB Income of Net profit of Standard to Time point Cost of Ratio of Acquired acquiree from acquiree from Purchasing determine the Acquiree for equity equity equity way Equity purchasing purchasing date purchasing obtained obtained obtained obtained way date to date to date period-end period-end Other explanation: The Company had no enterprise merger not under the same control. 142 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 (2) Combination cost and goodwill In RMB Combination cost Determination method for fair value of the combination cost and contingent consideration and changes: Main reasons for large goodwill resulted: Other explanation: (3) Identifiable assets and liability on purchasing date under the acquiree In RMB Fair value on purchasing date Book value on purchasing date Determination method for fair value of the identifiable assets and liabilities: Contingent liability of the acquiree bear during combination: Other explanation: (4) Gains or losses arising from re-measured by fair value for the equity held before purchasing date Whether it is a business combination realized by two or more transactions of exchange and a transaction of obtainted control rights in the Period or not □Yes √No (5) On purchasing date or period-end of the combination, combination consideration or fair value of identifiable assets and liability for the acquiree are un-able to confirm rationally (6) Other explanation 2. Enterprise combined under the same control (1) Enterprise combined under the same control in the Period In RMB Income of the Net profit of combined the combined Income of the Net profit of party from party from Basis of Standard to combined the combined Equity ratio period-begin period-begin combined Combination determine the party during party during Acquiree obtained in of of under the date combination the the combination combination combination same control date comparison comparison to the to the period period combination combination date date 143 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Other explanation: (2) Combination cost Combination cost Explanation on contingent consideration and its changes: Other explanation: (3) Assets and liability of the combined party on combination date On purchasing date At end of last period Contingent liability of the combined party bear during combination: Other explanation: 3. Counter purchase Basic transaction information, basis of counter purchase, whether making up business due to the assets and liability reserved by listed company and basis, determination of combination cost, amount and calculation on adjusted equity by equity transaction The Company had on counter purchase in the reporting period. 4. Subsidiary disposal Whether lost controlling rights while dispose subsidiary on one time or not □ Yes √ No Whether lost controlling rights in the Period while dispose subsidiary on two or more steps or not □ Yes √ No 5. Other reasons for consolidation range changed Reasons for changed on consolidation range (such as new subsidiary established, subsidiary liquidated etc.)And relevant information 6. Other Nil IX. Equity in other entity 1. Equity in subsidiary (1) Constitute of enterprise group Main operation Share-holding ratio Subsidiary Registered place Business nature Acquired way place Directly Indirectly Shenzhen Bicycle and spare Shenzhen Shenzhen 70.00% Investment Emmelle parts distribution 144 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Industrial Co., Ltd. Explanation on share-holding ratio in subsidiary different from ratio of voting right: Nil Basis for controlling the invested entity with half or below voting rights held and without controlling invested entity but with over half and over voting rights Nil Controlling basis for the structuring entity included in consolidated range Nil Basis on determining to be a agent or consignor: Nil Other explanation: Nil (2) Important non-wholly-owned subsidiary In RMB Dividend announced to Share-holding ratio of Gains/losses attributable Ending equity of Subsidiary distribute for minority in minority to minority in the Period minority the Period Shenzhen Emmelle 30.00% 32,426.81 1,625,185.21 Industrial Co., Ltd. Explanation on share-holding ratio of minority different from ratio of voting right: Nil Other explanation: Nil (3) Main finance of the important non-wholly-owned subsidiary In RMB Ending balance Opening balance Subsidia Non-curr Non-curr Non-curr Non-curr Current Total Current Total Current Total Current Total ry ent ent ent ent assets assets liability liability assets assets liability liability assets liability assets liability Shenzhe n Emmelle 39,332,9 356,244. 39,689,2 34,271,9 34,271,9 44,487,1 161,628. 44,648,7 39,339,5 39,339,5 Industria 70.84 97 15.81 31.79 31.79 41.91 03 69.94 75.27 75.27 l Co., Ltd. In RMB 145 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Current amount Last amount Cash flow Cash flow Total Total Subsidiary Operation from Operation from Net profit comprehensi Net profit comprehensi Income operation Income operation ve income ve income activity activity Shenzhen Emmelle 170,989,389. 208,519,758. 108,089.35 108,089.35 -3,088,083.12 2,991,068.74 2,991,068.74 3,078,423.02 Industrial 07 34 Co., Ltd. Other explanation: Nil (4) Major restriction on using corporate assets and liquidate corporate debts Nil (5) Financial or other supporting provided to structuring entity that included in consolidated financial statement Nil Other explanation: Nil 2. Transaction that has owners equity shares changed in subsidiary but still with controlling rights (1) Owners equity shares changed in subsidiary Nil (2) Impact on minority’s interest and owners’ equity attributable to parent company In RMB Other explanation Nil 3. Equity in joint venture and cooperative enterprise (1) Important joint venture and cooperative enterprise Share-holding ratio Accounting Main operation Name Registered place Business nature treatment on place Directly Indirectly investment for 146 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 joint venture and cooperative enterprise Share-holding ratio or shares enjoyed different from voting right ratio: Nil Basis of the voting rights with 20% below but with major influence, or without major influence but with over 20% (20% included) voting rights hold: Nil (2) Main financial information of the important joint venture Closing balance/current amount Opening balance /last period amount Other explanation Nil (3) Main financial information of the important cooperative enterprise Closing balance/current amount opening balance /last period amount Other explanation Nil (4) Financial summary for un-important joint venture or cooperative enterprise In RMB Ending balance /Current amount Opening balance /Last amount Joint venture -- -- Total numbers measured by share-holding -- -- ratio Cooperative enterprise -- -- Total numbers measured by share-holding -- -- ratio Other explanation Nil (5) Assets transfer ability has major restriction from joint venture or cooperative enterprise Nil 147 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 (6) Excess losses from joint venture or cooperative enterprise In RMB Un-confirmed losses not Cumulative un-confirmed Cumulative un-confirmed Name recognized in the Period (or net losses losses at period-end profit enjoyed in the Period) Other explanation Nil (7) Un-confirmed commitment with investment concerned with joint venture Nil (8) Contingent liability with investment concerned with joint venture or cooperative enterprise Nil 4. Co-runs operation Share-holding ratio/ share enjoyed Name Main operation place Registered place Business nature Directly Indirectly Share-holding ratio or shares enjoyed different from voting right ratio: Nil If the co-runs entity is the separate entity, basis of the co-runs classification Nil Other explanation Nil 5. Equity in structuring entity that excluding in the consolidated financial statement Relevant explanation Nil 6. Other Nil X. Risk related with financial instrument Nil 148 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 XI. Disclosure of fair value 1. Ending fair value of the assets and liabilities measured by fair value In RMB Ending fair value Item First-order Second-order Third-order Total I. Sustaining measured by -- -- -- -- fair value (I) financial assets measured at fair value and 0.00 changes accounted in the current profits and losses 1. transaction financial 0.00 assets (1) investment in debt 0.00 instruments (2) investment in equity 0.00 instruments (3) derivative financial 0.00 assets 2. financial assets appointed to measure at fair value and changes 0.00 accounted in the current profits and losses (1) investment in debt 0.00 instruments (2) investment in equity 0.00 instruments (II) financial assets 0.00 available for sale (1) investment in debt 0.00 instruments (2) investment in equity 0.00 instruments (3) other 0.00 (III) investment real estate 0.00 1. rental land use rights 0.00 149 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 2. rental buildings 0.00 3. land use rights holding and preparing to transfer 0.00 after add value (IV) biological assets 0.00 1. consumption biological 0.00 assets 2. productive biological 0.00 assets Total assets continuously 0.00 measured by fair value (V) transaction financial 0.00 liabilities Among them: issue of 0.00 transaction bonds Derivative 0.00 financial liabilities Other 0.00 (VI) financial liabilities appointed to measure at fair value and changes 0.00 accounted in the current profits and losses Total liabilities continuously measured by 0.00 fair value II. Non-persistent measure -- -- -- -- (I) assets held for sale 0.00 Total assets non-continuously 0.00 measured by fair value Total liabilities non-continuously 0.00 measured by fair value 2. Recognized basis for the market price sustaining and non-persistent measured by fair value on first-order Nil 150 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 3. Valuation technique and qualitative and quantitative information on major parameters for the fair value measure sustaining and non-persistent on second-order Nil 4. Valuation technique and qualitative and quantitative information on major parameters for the fair value measure sustaining and non-persistent on third-order Nil 5. Adjustment information and sensitivity analysis of unobservable parameters for the fair value measure sustaining and non-persistent on third-order Nil 6. Sustaining items measured by fair value, as for the conversion between at all levels, reasons for conversion and policy for conversion time point Nil 7. Changes of valuation technique in the Period Nil 8. Financial assets and liability not measured by fair value Nil 9. Other Nil XII. Related party and related transactions 1. Parent company of the enterprise Share-holding ratio Voting right ratio on Parent company Registration place Business nature Registered capital on the enterprise for the enterprise parent company Industrial Shenzhen Guosheng investment, domestic Energy Investment Shenzhen commerce, supply RMB 220 million 11.52% 11.52% Development Co., and marketing Ltd. materials (excluding 151 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 monopolized commodities, and commodity under special government control) Explanation on parent company of the enterprise Nil Ultimate controller of the Company is Ji Hanfei Other explanation: Nil 2. Subsidiary of the Enterprise Found more in 1 of Note IX 3. Cooperative enterprise and joint venture Found more in 3 of Note IX. Other cooperative enterprise and joint venture that have related transaction with the Company in the Period or occurred in pervious period Name Relationship Other explanation Nil 4. Other related party Other related party Relationship with the Enterprise Other explanation Nil 5. Related transaction (1) Goods purchasing, labor service providing and receiving Goods purchasing/labor service receiving In RMB Approved transaction Whether more than Related party Content Current amount Last amount amount the transaction amount Goods sold/labor service providing In RMB Related party Content Current amount Last amount 152 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Explanation on goods purchasing, labor service providing and receiving Nil (2) Related trusteeship/contract and delegated administration/outsourcing Trusteeship/contract In RMB Income from Client/ Entrusting party/ Yield pricing Assets type Starting date Maturity date trusteeship/contra contract-out party contractor basis ct Explanation on related trusteeship/contract Delegated administration/outsourcing In RMB Pricing basis of trustee Client/ Entrusting party/ trustee fee/outsourcing contract-out Assets type Starting date Maturity date contractor fee/outsourcing fee recognized in party fee the Period Explanation on related administration/outsourcing (3) Related lease As a lessor for the Company: In RMB Lease income in recognized in Lease income in recognized last Lessee Assets type the Period the Period As a lessee for the Company: In RMB Lease income in recognized in Lease income in recognized last Lessor Assets type the Period the Period Explanation on related lease Nil (4) Related guarantee As a guarantor for the Company In RMB Guarantee completed Secured party Amount guarantee Starting date Maturity date (Y/N) 153 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 As a secured party for the Company In RMB Guarantee completed Guarantor Amount guarantee Starting date Maturity date (Y/N) Explanation on related guarantee Nil (5) Borrowed funds of related party In RMB Related party Borrowed funds Starting date Maturity date Note Borrowing Lending (6) Assets transfer and debt restructuring of related party In RMB Related party Transaction content Current amount Last amount (7) Remuneration of key manager In RMB Item Current amount Last amount Remuneration of key manager 1,554,900.00 1,592,000.00 (8) Other related transactions Nil 6. Receivable/payable items of related parties (1) Receivable item In RMB Ending balance Opening balance Item Related party Book balance Bad debt provision Book balance Bad debt provision (2) Payable item In RMB 154 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Item Related party Ending book balance Opening book balance Shenzhen Guosheng Energy Other account payable Investment Development Co., 6,500,000.00 6,500,000.00 Ltd. 7. Commitments of related party 8. Other Nil XIII. Share-based payment 1. General share-based payment □ Applicable √ Not applicable 2. Share-based payment settled by equity □ Applicable √ Not applicable 3. Share-based payment settled by cash □ Applicable √ Not applicable 4. Revised and termination on share-based payment Nil 5. Other Nil XIV. Commitment or contingency 1. Important commitments Important commitments in balance sheet date The Company has no important commitments that need to disclose ended as 31 December 2015. 155 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 2. Contingency (1) Contingency on balance sheet date Nil (2) For the important contingency not necessary to disclosed by the Company, explained reasons The Company has no important contingency that need to disclosed 3. Other (1) Operating lease Ended as balance sheet date, long-term lease contract signed outside by the Company as: 1. The Company entered into long-term house leasing contract with Shenzhen Material Group Co., Ltd. on 1 May 2014, leased the property of Room 1201, Wantong Building, No.3002 Sungang East Road, Luohu District, Shenzhen, as the office place of the Company. Leasing contract terms from 1 May 2014 to 30 April 2017 with floor areas of 681.34 m2; In line with the contract, the Company shall pay property rental annual since 1 May 2014 with 474,200 Yuan till the rental terms expired or contract terminated by two parties. 2. The Company entered into long-term house leasing contract with Shenzhen Anjinheng Industrial Co., Ltd. on 18 September 2014, leased the property of C section, 2/F, Tower D, Shengli Industrial Park, Southwest side, Qinghua Road, Longhua Office, Longhua New Disstrict, Shenzhen, as the office place of the Company. Leasing contract terms from 21 September 2014 to 19 September 2018with floor areas of 681.34 m2; In line with the contract, the Company shall pay property rental annual since 21 September 2014 with 510,600 Yuan till the rental terms expired or contract terminated by two parties. XV. Events after balance sheet date 1. Important non-adjustment items In RMB Impact on financial status and Reasons on un-able to estimated Item Content operation results the impact number 2. Profit distribution In RMB 156 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 3. Sales return 4. Other events after balance sheet date Up to 31st December 2015, the Company has no major contingency need to be disclosed. XVI. Other important events 1. Previous accounting errors collection (1) Retrospective restatement In RMB Impact items of statement Content Treatment procedures Cumulative impacted number during a comparison (2) Prospective application Reasons for prospective application Accounting error correction Approval procedures adopted 2. Debt restructuring On 11th, May 2012, the largest shareholder and biggest creditor of the Company, Shenzhen Guosheng Energy Investment and Development Co., Ltd. applied to Shenzhen Municipal Intermediate People's Court for reforming the Company as the Company couldn’t pay off the matured debts and was seriously insolvent. On 12th, Oct., 2012, Shenzhen Municipal Intermediate People's Court ruled to accept the application proposed by Guosheng Energy according to (2012) Shenzhen Intermediate Court Po Zi No. 30 civil ruling. In late October, 2012, Shenzhen Municipal Intermediate People's Court ruled to reform the Company since 25th, Oct., 2012 according to (2012) Shenzhen Intermediate Court Po Zi No. 30-1 civil ruling, appointed King & Wood (Shenzhen) Mallesons and Shenzhen ZhengYuan Liquidation Affairs Co., Ltd. as the custodians of the Company. 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 157 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 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. 3. Assets replacement (1) Non-monetary assets change (2) Other assets replacement 4. Pension plan 5. Discontinued operations In RMB Discontinued operations profit Income tax Item Revenue Expenses Total profit Net profit attributable to expenses owners of parent company Other explanation 6. Segment (1) Recognition basis and accounting policy for reportable segment (2) Financial information for reportable segment In RMB Item Offset between segments Total 158 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 (3) The company has no reportable segments, or unable to disclose total assts and total liability for reportable segments, explain reasons (4) Other explanation 7. Major transaction and events makes influence on investor’s decision 8. Other XVII. Principle notes of financial statements of parent company 1. Accounts receivable (1) Category In RMB Ending balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Types Book Accrual Accrual Book value Amount Ratio Amount value Amount Ratio Amount ratio ratio Receivables with bad debt provision 694,416 100.00% 694,416.00 accrual by credit .00 portfolio 694,416 Total 100.00% 694,416.00 .00 Receivable with single significant amount and withdrawal bad debt provision separately at end of period: □ Applicable √ Not applicable In combination, accounts receivable whose bad debts provision was accrued by age analysis: √ Applicable □ Not applicable In RMB Ending balance Age Account receivable Bad debt provision Accrual ratio within one year Total 694,416.00 Explanations on combination determine: Nil In combination, withdrawal proportion of bad debt provision based on balance proportion for account receivable: □ Applicable √ Not applicable In combination, withdrawal proportion of bad debt provision based on other methods for account receivable: Nil 159 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 (2) Bad debt provision accrual, collected or reversed Accrual bad debt provision 0.00 Yuan; collected or reversed 0.00 Yuan. Major bad debt provision reversal or collected in the Period In RMB Company Amount reversal or collected Collection way Total 0.00 -- (3) Receivables actually written-off during the reporting period In RMB Item Amount written off Written-off for the major receivable In RMB Nature of Procedures Arising from related Company Amount written off Reason for write-off receivables implemented transactions Total -- 0.00 -- -- -- Explanation for write-off of receivables Nil (4) Top 5 receivables at ending balance by arrears party Nil (5) Receivable derecognition due to transfer of financial assets Nil (6) Assets and liability resulted by receivable transfer and continuous involvement Nil Other explanation: Nil 2. Other accounts receivable (1) Classification In RMB Ending balance Opening balance Type Book balance Bad debt provision Book Book balance Bad debt provision Book value 160 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Accrual value Accrual Amount Ratio Amount Amount Ratio Amount ratio ratio Other receivables with bad debt 12,580,0 12,579,54 13,714, 13,714,033. 100.00% 548.29 100.00% 587.29 provision accrual by 95.29 7.00 620.41 12 credit portfolio 12,580,0 12,579,54 13,714, 13,714,033. Total 100.00% 548.29 100.00% 587.29 95.29 7.00 620.41 12 Other receivable with single significant amount and withdrawal bad debt provision separately at end of period □ Applicable √ Not applicable In combination, other accounts receivable whose bad debts provision was accrued by age analysis √ Applicable □ Not applicable In RMB Ending balance Age Other receivable bad debts provision Accrual ratio Within one year Within one year 12,580,095.29 548.29 Subtotal of within one year 12,580,095.29 548.29 Total 12,580,095.29 548.29 Explanations on combination determine: Nil In combination, withdrawal proportion of bad debt provision based on balance proportion for other account receivable □ Applicable √ Not applicable In combination, withdrawal proportion of bad debt provision based on other methods for other account receivable □ Applicable √ Not applicable (2) Bad debt provision accrual, collected or reversed Accrual bad debt provision 0.00 Yuan; collected or reversed 39 Yuan. Major bad debt provision reversal or collected in the Period In RMB Company Amount reversal or collected Collection way Total 0.00 -- Nil (3) Other receivables actually written-off during the reporting period In RMB 161 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Item Amount written off Written-off for the major other receivable: In RMB Nature of other Procedures Arising from related Company Amount written off Reason for write-off receivables implemented transactions Total -- 0.00 -- -- -- Explanation for write-off of other receivables: Nil (4) Other receivables by nature In RMB Nature Ending book balance Opening book balance Deposit 182,762.00 182,762.00 Current money 12,397,333.29 13,518,858.41 Employee loan 13,000.00 Total 12,580,095.29 13,714,620.41 (5) Top 5 other receivables at ending balance by arrears party In RMB Ratio in total ending Ending balance of Company Nature Ending balance Book age balance of other bad bet provision receivables Shenzhen Emmelle Current money 12,397,333.29 within one year 98.55% Industrial Co., Ltd. Shenzhen Anjingheng Deposit 90,100.00 within two years 0.71% 548.29 Industrial Co. Ltd. Shenzhen Materials Deposit 79,035.00 within two years 0.63% Group Co., Ltd. Shenzhen Baifanghe Deposit 13,627.00 within two years 0.11% Property Co., Ltd. Total -- 12,580,095.29 -- 100.00% 548.29 (6) Account receivable with government subsidy involved In RMB Time, amount and basis Company Item Ending balance Ending book age for money collected 162 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Total -- 0.00 -- -- (7) Other receivable derecognition due to transfer of financial assets Nil (8) Assets and liability resulted by other receivable transfer and continuous involvement Nil Other explanation: Nil 3. Long-term equity investment In RMB Ending balance Opening balance Item Book balance Impairment Book value Book balance Impairment Book value Investment for 1,400,000.00 1,389,620.27 10,379.73 1,400,000.00 1,389,620.27 10,379.73 subsidiary Total 1,400,000.00 1,389,620.27 10,379.73 1,400,000.00 1,389,620.27 10,379.73 (1) Investment for subsidiary In RMB Ending balance of Impairment The invested entity Opening balance Increased Decreased Ending balance impairment accrual provision Shenzhen Emmelle Industrial 1,400,000.00 1,400,000.00 1,389,620.27 Co., Ltd. Total 1,400,000.00 1,400,000.00 1,389,620.27 (2) Investment for associates and joint venture In RMB +,- Ending Investme Other Cash balance Additiona Opening nt gains comprehe Other dividend Ending of Company l Capital Impairme balance recognize nsive equity or profit Other balance impairme investmen reduction nt accrual d under income change announce nt t equity adjustmen d to provision 163 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 t issued I. Joint venture Subtotal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 II. Associated enterprise Subtotal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (3) Other explanation Nil 4. Operating income and cost In RMB Current amount Last amount Item Income Cost Income Cost Main business 32,692.31 32,051.28 Other business 3,150,841.97 1,151,379.27 7,287,880.92 4,505,933.46 Total 3,183,534.28 1,183,430.55 7,287,880.92 4,505,933.46 Other explanation: 5. Investment gains In RMB Item Current amount Last amount 6. Other Nil XVIII. Supplementary Information 1. Current non-recurring gains/losses √ Applicable □ Not applicable In RMB Item Amount Note Other non-operating income and expenditure 369,201.08 except for the aforementioned items Less: Impact on income tax 92,300.27 164 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Impact on minority shareholders’ equity -1,005.75 Total 277,906.56 -- 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 2. REO and earnings per share Earnings per share Profits during report period Weighted average ROE Diluted EPS Basic EPS (RMB/Share) (RMB/Share) Net profits belong to common stock -1.17% -0.0003 -0.0003 stockholders of the Company Net profits belong to common stock stockholders of the Company after -3.52% -0.0008 -0.0008 deducting nonrecurring gains and losses 3. 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) □ Applicable √ Not applicable (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) □ Applicable √ Not applicable (3) Explain accounting difference over the accounting rules in and out of China; as for the difference adjustment for data audited by foreign auditing organ, noted the name of such foreign organ Nil 4. Other Nil 165 深圳中华自行车(集团)股份有限公司 2015 年年度报告全文 Section XII. 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 2015 166