深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Shenzhen China Bicycle Company (Holdings) Limited ANNUAL REPORT 2016 April 2017 1 深圳中华自行车(集团)股份有限公司 2016 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 2016 Annual Report is authentic, accurate and complete. Other directors attending the Meeting for annual report deliberation except for the followed Name of director Title for absent Reasons for Attorney absent director absent Cao Fang Director Work Li Hai Concerning the unqualified auditor’s report with explanatory paragraph issued by Ruihua Certified Public Accountant (LLP) for the financial report 2016 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 2016 年年度报告全文 Contents Section I Important Notice, Contents and Paraphrase ................................ 错误!未定义书签。 Section II Company Profile and Main Finnaical Indexes ............................ 错误!未定义书签。 Section III Summary of Company Business .................................................. 错误!未定义书签。 Section IV Discussion and Analysis of the Business ...................................... 错误!未定义书签。 Section V Important Events ............................................................................ 错误!未定义书签。 Section VI Changes in shares and particular about shareholders............... 错误!未定义书签。 Section VII Preferred Stock ............................................................................ 错误!未定义书签。 Section VIII Particulars about Directors, Supervisors,Senior Executives and Employees错误! 未定义书签。 Section IX Corporate Governance ................................................................. 错误!未定义书签。 Section X Corporate Bonds ............................................................................. 错误!未定义书签。 Section XI Financial Report ............................................................................ 错误!未定义书签。 Section XII Documents available for reference ............................................. 错误!未定义书签。 3 深圳中华自行车(集团)股份有限公司 2016 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 2016 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 (in Chinese) Foreign name of the Shenzhen China Bicycle Company (Holdings) Limited Company (if applicable) Short form of foreign name of the Company (if CBC 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. 518023 Company’s Internet Web www.cbc.com.cn Site 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, Room 1201, Wantong Building, Contact add. No.3002, Sungang East Road, Shenzhen No.3002, Sungang East Road, Shenzhen Tel. 0755-25516998,28181666 0755-25516998,28181666 Fax. 0755-28181009 0755-28181009 E-mail dmc@szcbc.com dmc@szcbc.com 5 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 III. Information disclosure and preparation place Newspaper appointed for information disclosure Securities Times; Hong Kong Commercial Daily Website for annual report publish appointed by Juchao Website (www.cninfo.com.cn) CSRC 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 N/A (if 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 Previous changes for controlling first majority of the Company comes to Guosheng Energy. Guosheng Energy is the shareholders (if applicable) wholly-owned 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 Baker Tilly China CPA (LLP) Offices add. for CPA A-1 and A-5 of No.68 Building, No.19 Chegongzhuang West Road, Haidian District Beijing Signing Accountants Chen Zhigang, Zhang Lei 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 6 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 Changes over last 2016 2015 2014 year Operating income (RMB) 141,970,520.80 170,990,030.10 -16.97% 212,070,585.77 Net profit attributable to shareholders of the listed 2,603,637.47 -138,355.58 -1,981.84% 4,885,678.56 company (RMB) Net profit attributable to shareholders of the listed company after deducting 2,029,248.99 -416,262.14 -587.49% -6,073,439.70 non-recurring gains and losses (RMB) Net cash flow arising from 634,446.01 -3,029,023.82 -120.95% 3,921,048.18 operating activities (RMB) Basic earnings per share 0.0047 -0.0003 -1,666.67% 0.0089 (RMB/Share) Diluted earnings per share 0.0047 -0.0003 -1,666.67% 0.0089 (RMB/Share) Return on Equity 19.93% -1.17% 21.10% 51.72% Changes over end of End of 2016 End of 2015 End of 2014 last year Total assets (RMB) 54,088,275.72 45,869,094.97 17.92% 51,489,647.55 Net assets attributable to shareholder of listed company 14,368,683.58 11,765,046.11 22.13% 11,903,347.67 (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. 7 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 First quarter Second quarter Third quarter Fourth quarter Operating income 21,999,259.18 43,774,754.15 54,175,577.57 22,020,929.90 Net profit attributable to shareholders of the listed 146,355.64 302,000.65 1,632,211.91 523,069.27 company Net profit attributable to shareholders of the listed 764.61 193,162.90 1,467,114.11 368,207.37 company after deducting non-recurring gains and losses Net cash flow arising from -2,231,998.61 -2,516,616.17 -959,260.69 6,342,321.48 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 2016 2015 2014 Note Gains/losses from the disposal of non-current asset (including the write-off -11,450.00 33,851.46 that accrued for impairment of assets) Other non-operating income and expenditure except for the aforementioned 595,720.77 369,201.08 items Other loss/profit qualified definition of 14,622,462.77 extraordinary profit and loss Less: Impact on income tax 5,201.21 92,300.27 3,664,078.56 Impact on minority shareholders’ 4,681.08 -1,005.75 33,117.41 8 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 equity (post-tax) Total 574,388.48 277,906.56 10,959,118.26 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss 9 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Section III. Summary of Company Business I. Main businesses of the company in the reporting period Whether the company needs to comply with the disclosure requirements of the particular industry No 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 Whether the company needs to comply with the disclosure requirements of the particular industry No 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 2016 年年度报告全文 Section IV. Discussion and Analysis of the Business I. Introduction In 2016, the international political and economic situation was complicated and severe, the domestic economic development faced many difficulties and challenges the deep-seated problems were still prominent, and there were many unstable and uncertain factors, which affected and impacted the traditional manufacturing industry and social consumption structure demand. Under the leadership of the central government and the governments at all levels, people of the whole country made great efforts to overcome difficulties, forged ahead and realized the steady progress of economic and social development, and constantly made new achievements. As a sector in the traditional manufacturing field, the bicycle industry continued the dilemma of rise in labor costs, manufacturing costs, capital costs, and material costs. The rather low threshold for entering the industry and many manufacturers resulted in the fierce market competition and intensifying industry reshuffle. The bicycle sharing brands such as Mobike and ofo have obtained large amount of financing and rapid promotion, but also further digested the user's demand, and squeezed the market space of traditional bicycle enterprises. At the same time, as a sector in the traditional manufacturing field, the bicycle industry has also ushered in the “Made in China 2025” strategy, under the guidance of the basic principles of “driven by innovation, quality first, green development, structural optimization, based on talents”, accelerate the important opportunity challenges of transformation and upgrading, faced the important opportunity challenges of e-commerce development to channel impact, channel integration and internet +, along with the development of cycling culture in China, China's bicycle market shall form a new space for development. In this context, in 2016, the company combined with the actual situation of weak economic foundation after restructuring, on the one hand, adhered to taking the traditional business model development as the principle, strengthened the product development efforts, and constantly optimized and adjusted the product structure and sales model transformation, according to the e-commerce transformation of business team and the cost control way of internal introduction and external connection, actively expanded the e-commerce business model, and achieved the good development and rapid growth of e-commerce retail business; on the one hand, strived to promote the selection work of the company's restructuring, planned the non-public offering of shares, and started the business upgrades and connection work of the offline sales platform for sports experience and R & D center construction projects. As for the planning of non-public offering of shares, in July 2016, the company started planning the non-public offering of shares, and raised funds for the purchase of major assets, the company's Board of Directors considered and approved the Plan for Non-public Offering of A Shares in 2016. On the basis of the due diligence, audit evaluation and commercial negotiation of the intermediary institution, and combined with the actual situation of the capital market and the company, in February 2017, the Board of Directors of the company considered and approved the Proposal on Adjusting the Company's Non-public Offering of A Shares, the Plan for Non-public Offering of A Shares in 2016 (Revision) and so on. According to the revision of the plan, the total amount of this private placement was no more than 1.2 billion Yuan, after deducting the issue costs, the company planned to invest 800 million Yuan of funds for the “intelligent community building talk-back equipment and system platform construction project”, and invest 400 million Yuan of funds for the "sports experience online and offline sales platform and R & D center construction project”. At present, the plan has not yet passed the approval of the shareholders' meeting. The company has timely issued notices of the Board of Directors about related conditions. As for the business operation and management, in 2016, the company focused on the following aspects: First is to make every endeavor to maintain the company's existing traditional business operation mode, constantly optimize and adjust the product structure and sales model transformation, and promote and maintain the business operation efficiency under the circumstances that the 11 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 business environment of traditional manufacturing was very complex and severe. Second is to promote the development of e-commerce business model on the basis of traditional model, combine with the actual situation of the company, learn from the experience of the successful e-commerce examples, and follow the principle of efficiency and benefits to design and implement the company's team e-commerce transformation and the e-commerce business development ideas of internal introduction, external connection and controllable costs. On the basis of completing the initial e-commerce development layout of bicycle business and the team training construction, EMMELLE flagship store has achieved good brand propaganda effect and e-commerce retail business development momentum and business efficiency with the help of Tmall, Jingdong, VIP, Suning, Gome, official website, official wechat, HHLME and other e-commerce platforms, the sustainable development ideas of e-commerce business have been verified and implemented. Third is to continue to increase the promotion and the research and development efforts to the medium- and high-end products, continue to introduce new products according to market changes, actively apply new technologies, closely track the cutting-edge innovative technology and exploration applications like the intelligentization of smart helmet electric car with super-capacitor battery, and constantly improve and extend the product lines. Fourth is to start the business upgrades and convergence work at the earlier stage of sports experience online and offline sales platform and R & D center construction project, and strive to upgrade the sales and research and development capabilities. Fifth is to improve the support level of background departments to front desk business by strengthening the background management and office automation. Sixth is to actively carry out the business while the company seriously cooperates with the manager to carry out the unaccomplished matter related to reorganization procedures. While the domestic traditional manufacturing industry was still in depressed, the company insisted on following the guidelines of “Made in China 2025” to accelerate its own professionalization transformation, e-commerce transformation, manufacturing miniaturization transformation and others, strengthen the adjustment of product structure, enhance the quality management, strengthen the cost control, and strive to enhance the traditional enterprises’ abilities to adapt to the economy new normal and participate in the market competition. Through the implementation of various work, in 2016, the company achieved operating income of 141.97 million Yuan, net profit of 3,891,000 Yuan, and the net profit attributable to the shareholders of listed company of 2,603,600 Yuan. II. Main business analysis 1. Introduction See the “I-Introduction” in “Discussion and Analysis of the Business” 2. Revenue and cost (1) Constitute of operation revenue In RMB 2016 2015 Increase/decrease Ratio in operation Ratio in operation Amount Amount y-o-y revenue revenue Total of operation 141,970,520.80 100% 170,990,030.10 100% -16.97% revenue 12 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 According to industries Sales of bicycles and accessories 141,970,520.80 100.00% 170,990,030.10 100.00% -16.97% and fittings According to products Sales of bicycles and accessories 141,970,520.80 100.00% 170,990,030.10 100.00% -16.97% and fittings According to region Domestic 141,970,520.80 100.00% 170,990,030.10 100.00% -16.97% (2) About the industries, products, or regions accounting for over 10% of the company’s operating income or operating profit √Applicable □ Not applicable Whether the company needs to comply with the disclosure requirements of the particular industry No In RMB Increase/decrea Increase/decrea Increase/decrea Operating Gross profit se of gross Operating cost se of operating se of operating revenue ratio profit ratio revenue y-o-y cost y-o-y y-o-y According to industries Sales of bicycles and 141,970,520.80 126,243,374.59 11.08% -16.97% -20.80% 4.30% accessories and fittings According to products Sales of bicycles and 141,970,520.80 126,243,374.59 11.08% -16.97% -20.80% 4.30% accessories and fittings According to region Domestic 141,970,520.80 126,243,374.59 11.08% -16.97% -20.80% 4.30% 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 2016 2015 y-o-y Bicycles Sales volume In 10 thousand 18.40 21.19 -13.17% 13 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Output In 10 thousand 18.06 20.99 -13.96% Storage In 10 thousand 0.26 0.6 -56.67% Reasons for y-o-y relevant data with over 30% changes √Applicable □ Not applicable Inventory has 56.67% reduce on a y-o-y basis. (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 2016 2015 Increase/decrea Industries Item Ratio in Ratio in Amount Amount se y-o-y operation cost operation cost Sales of bicycles and 126,243,374.59 100.00% 159,399,271.88 100.00% -20.80% accessories and fittings Note Nil (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) 128,603,269.38 Proportion in total annual sales volume for top five 90.58% clients Ratio of related parties in annual total sales among the 0.00% top five clients Information of top five clients of the Company 14 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Serial Name Sales (RMB) Proportion in total annual sales 1 Client 1 67,487,893.68 47.54% 2 Client 2 39,334,357.57 27.71% 3 Client 3 13,467,804.65 9.49% 4 Client 4 5,602,062.90 3.95% 5 Client 5 2,711,150.58 1.91% Total -- 128,603,269.38 90.58% Other situation of main clients □ Applicable √ Not applicable Main suppliers of the Company Total purchase amount from top five suppliers (RMB) 115,870,429.47 Proportion in total annual purchase amount for top five 91.78% suppliers Ratio of related parties in annual total sales among the 0.00% top five suppliers Information of top five suppliers of the Company Serial Name Purchase (RMB) Proportion in total annual purchase 1 Supplier 1 50,549,087.06 40.04% 2 Supplier 2 32,223,686.37 25.53% 3 Supplier 3 16,271,948.81 12.89% 4 Supplier 4 8,850,354.79 7.01% 5 Supplier 5 7,975,352.44 6.32% Total -- 115,870,429.47 91.78% Other notes of main suppliers □ Applicable √ Not applicable 3. Expenses In RMB Increase/decreas 2016 2015 Note of major changes e y-o-y Sales expense 5,547,948.66 6,515,605.90 -14.85% Management expense 5,705,338.80 5,391,566.14 5.82% Financial expense -577,245.96 -675,198.21 -14.51% 15 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 4. R&D investment √ Applicable □ Not applicable 5. Cash flow In RMB Item 2016 2015 Y-o-y changes Subtotal of cash in-flow from 75,590,409.09 100,041,540.65 -24.44% operation activity Subtotal of cash out-flow from 74,955,963.08 103,070,564.47 -27.28% operation activity Net cash flow from operation 634,446.01 -3,029,023.82 -120.95% activity Subtotal of cash out-flow from 3,371,224.00 382,777.30 780.73% investment activity Net cash flow from investment -3,371,224.00 -382,777.30 780.73% activity Net increased amount of cash and -2,736,777.95 -3,411,801.12 -19.78% cash equivalent Main reasons for y-o-y major changes in aspect of relevant data √Applicable □ Not applicable Cash out-flow from investment activity increased 780.73% from a year earlier, mainly because purchasing 7-20F and other six properties of Lianxin Garden with original value of 2,959,824.00 Yuan. The property refers to the indemnificatory housing for enterprise talent buying from Shenzhen Housing and Construction Bureau of Luohu District. Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company □Applicable √Not applicable III. Analysis of the non-main business √Applicable □Not applicable In RMB Whether be Amount Ratio in total profit Note sustainable Asset impairment 512,089.34 10.67% Impairment provision No Revenue of the assets Non-operating 4,421,353.01 92.15% management ready for proposed No income in reorganization case Non-operating Expenditure of the assets 3,837,082.24 79.97% No expense management ready for proposed 16 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 in reorganization case IV. Assets and liability 1. Major changes of assets composition In RMB End of 2016 End of 2015 Ratio in Ratio in Ratio Notes of major changes Amount total Amount total changes assets assets Monetary fund 24,015,287.71 44.40% 26,752,065.66 58.32% -13.92% Account 12,371,386.82 22.87% 9,195,296.32 20.05% 2.82% receivable Inventory 3,118,440.26 5.77% 4,057,247.68 8.85% -3.08% Fix assets 3,728,955.11 6.89% 1,007,906.43 2.20% 4.69% Note receivable 2,220,000.00 4.10% 0.00 0.00% 4.10% Advance payment 1,867,424.89 3.45% 397,833.20 0.87% 2.58% Other receivables 658,754.09 1.22% 395,523.78 0.86% 0.36% Other current 2,050,830.55 3.79% 209,155.59 0.46% 3.33% assets Intangible assets 3,012,000.00 5.57% 3,765,000.00 8.21% -2.64% Deferred tax 645,196.29 1.19% 89,066.31 0.19% 1.00% assets Other current 400,000.00 0.74% 0.00 0.00% 0.74% assets 2. Assets and liability measured by fair value □ Applicable √ Not applicable 3. Limited assets rights till end of the period Purchasing 7-20F and other six properties of Lianxin Garden with original value of 2,959,824.00 Yuan; The property purchasing refers to the indemnificatory housing for enterprise talent buying from Shenzhen Housing and Construction Bureau of Luohu District. According to the agreement, the enterprise shall not carrying any kind of property trading with any units or individuals except the government, and the company has no property certification on the above mentioned properties. 17 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 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 18 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Particular about main subsidiaries and stock-jointly companies net profit over 10% In RMB Company Main Register Total Operating Operating Type Net Assets Net profit name business capital assets revenue profit Shenzhen Sales of Emmelle bicycles 43,686,945 9,710,424. 141,970,52 5,178,944. 4,293,140. Subsidiary 2000000 Industry and .74 90 0.80 49 88 Co., Ltd. accessories 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 2913127.47 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 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. As a sector in the traditional manufacturing field, the bicycle industry continued the dilemma of rise in labor costs, manufacturing costs, capital costs, and material costs. The rather low threshold for entering the industry and many manufacturers resulted in the fierce market competition and intensifying industry reshuffle. The bicycle sharing brands such as Mobike and ofo have obtained large amount of financing and rapid promotion, but also further digested the user's demand and squeezed the market space of traditional bicycle enterprises. At the same time, as a sector in the traditional manufacturing field, the bicycle industry has also ushered in the “Made in China 2025” strategy, under the guidance of the basic principles of “driven by innovation, quality first, green development, structural optimization, based on talents”, accelerate the important opportunity challenges of transformation and upgrading, faced the important opportunity challenges of e-commerce development to channel impact, channel integration and internet +, along with the development of cycling culture in China, China's bicycle market shall form a new space for development. 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 2017 is: (1) Continue to actively cooperate with shareholders and the board of directors to promote the reorganization of the company and promote the planning of non-public offering of shares. 19 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 (2) Reform and improve the internal management mechanism, decompose and implement the company's annual task to each Distribution Company and regional manager, take the manager responsibility system, follow p month by month, and roll the assessment. Strive to maintain the traditional business, keep a close watch on the first echelon big customers, focus on expanding the second echelon customers, actively promote its distribution network terminal construction to extend downward, further expand new markets, and support new customer business. (3) Comprehensively build the e-commerce business model and promote the informatization management, based on the e-commerce work of last year, further train the company’s e-commerce team, strive to improve the EMMELLE flagship store sales capabilities on all e-commerce platforms and the brand publicity coverage effects, improve the company's official website mall and WeChat mall, expand the brand influence, promote the faster growth of network sales business, and improve the ability of enterprises to participate in market competition and the profitability. (4) 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. (5) Increase the follow-up work to group purchase orders through the cooperation with government procurement information center. (6) 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. (7) Adjust rebate policy, take the month-by-month activities, assessment and rebate to promote sales. (8) 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. (9) 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. (10) Strengthen the background management and office automation, and improve the support degree of background departments to front desk business. 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. Faced with the above problems, combine actual condition of financially insecure after reorganization, on the one hand, we adhere to traditional business model development, strengthen R&D of the products, and continue to optimize the structure for products and sales mode. According to the electricity supplier transformation and inner lead of the cost controlling, the Company proactively develop the electricity supplier business model to achieved a favorable and rapidly growth in retail business for the electricity supplier; on the other hand, we strive to promote the selection for recombinant party, planning a private placement of shares, and carry out a sport experience sales platform online and offline and the construction of R&D center, recently the business upgrade still in process. 20 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 January – December 2016 Telephone communication Individual problem Inquiry progress of the private July – December 2016 Telephone communication Individual placement 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 21 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Section V. Important 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 Amount for cash Amount for cash Proportion for Year for bonus shareholders of shareholders of bonus (tax bonus by other cash bonus by shares listed company in listed company included) ways other ways consolidation contained in statement for consolidation bonus year statement 2016 0.00 2,603,637.47 0.00% 0.00 0.00% 2015 0.00 -138,355.58 0.00% 0.00 0.00% 2014 0.00 4,885,678.56 0.00% 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 completed in Period and those without completed till end of the Period from actual controller, shareholders, related parties, purchaser and companies □ Applicable √ Not applicable The Company has no commitments completed in Period and those without completed till end of the Period from actual controller, 22 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 shareholders, related parties, purchaser and companies 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 On 3 December 2016, the Provision on Accounting Treatment of VAT (Cai Kuai [2016] No.22) was issued by Ministry of Finance, which is applicable for relevant tradings occurred since 1 May 2016. main impact on the Company while implemented the rules: 23 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Content and reasons for accounting policy changes Item and amount impacted ”Business tax and surcharge” in profit statement will adjusted to item of “taxes Taxes and surcharge, administrative expenses and surcharge ” The house duty, land holding tax and stamp tax occurred from operation activities Taxes and surcharge in profit statement since 1 May 2016 will re-classify to “taxes and surcharge” instead of increase 14,206.07 Yuan for the year, “administrative expenses”. The taxes occurred before 1 May 2016 shall not be administrative expenses decrease 14,206.07 adjusted, comparative data either. Yuan for the year in profit statement 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. 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 Baker Tilly China CPA (LLP) Remuneration for domestic accounting firm (in 10 45 thousand Yuan) Continuous life of auditing service for domestic 1 accounting firm Name of domestic CPA Chen Zhigang, Zhang Lei Re-appointed accounting firms in this period √ Yes □ No Change the engagement of CPA in auditing period √ Yes □ No Implemented approval procedures for changing the CPA √ Yes □ No Detailed description of reappointing and changing the accounting firm I Description of changing the accounting firm Based on the business development needs of Shenzhen China Bicycle Company (Holdings) Limited (hereinafter referred to as the Company) and considering that the audit work team of Ruihua Certified Public Accountants (Special General Partnership), the company’s original audit institution, has continuously provided annual audit services for the company for many years, in order to ensure the independence and objectivity of the audit work of listed companies, the Company no longer engaged Ruihua Certified 24 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Public Accountants (Special General Partnership) as the audit institution for the 2016 audit work. We would like to express our sincere and heartfelt thanks for the professional services and hard work provided by Ruihua Certified Public Accountants (Special General Partnership) in the Company's financial audit work. The audit committee of the company’s board of directors suggested to engage Baker Tilly China Certified Public Accountant (Special General Partnership) (hereinafter referred to as Baker Tilly China) as the audit institution for the company’s 2016 annual financial report and internal control after the serious investigation. On February 28, 2017, the Company held the 22nd (provisional) meeting of the 9th Board of Directors, considered and approved the Proposal on Changing the Certified Public Accountants, and agreed to engage Baker Tilly China Certified Public Accountant (Special General Partnership) as the company’s audit institution in 2016. II Overview of the accounting firm planned to engage Name: Baker Tilly China Certified Public Accountant (Special General Partnership) Type: Special general partnership Business operation location: A-1 and A-5 area, Building No. 68, Chegongzhuang West Road No.19, Haidian District, Beijing Executive Partner: Qiu Jingzhi Date of establishment: March 05, 2012 Business license unified social credit code: 911101085923425568 Business scope: investigate the enterprise accounting statements, and issue audit reports; verify the business capital, and issue the capital verification report; manage the audit services in business merger, separation, and liquidation matters, and issue the relevant reports; audit of annual financial final cost of capital construction; agent accounting; accounting consultation, tax consultation, management consulting, and accounting training; other businesses specified by laws and regulations. Qualification certificate: Permit for Business Related to Securities and Futures of Accounting Firms issued by Ministry of Finance of the People’s Republic of China, and China Securities Regulatory Commission. The registered capital of Baker Tilly China Certified Public Accountant (Special General Partnership) is 61.3 million Yuan. Registration place is Beijing, China. In the long-term development process, Baker Tilly China has continued to standardize and improve, gradually implemented the “standardization, collectivization, internationalization” development strategy, built the centralized management structure of “set department by division of labor, establish branch by regional distribution”, and “completely unify the human resources, practice standards and benefit distribution”, formed the service model and operating mechanism that are basically equal to the international professional standards and management level, professionally and elaborately divide the work in service field, and share the group resources. Baker Tilly China has 3984 employees, 972 certified public accountants, 93 foreign qualified employees, 31 leading talents in certified public accountants industry. Baker Tilly China has established more than 20 branches in 17 provinces and municipalities, including Shanghai, Guangdong, Hunan, Hubei, Jiangsu, Anhui, Shandong, Tianjin, Henan, Sichuan, Yunnan, Shaanxi, Liaoning, Xinjiang, Chongqing, Jiangxi and Zhejiang. III Procedures performed for changing the accounting firm 1. The board of directors of the company has communicated with the original audit institution, Ruihua Certified Public Accountants (Special General Partnership), about changing the accounting firm in advance, and has obtained its understanding and supports; 2. The company's audit committee has reviewed the related qualifications of Baker Tilly China after communicating with the audit project leader of Baker Tilly China, and thought that Baker Tilly China has the qualifications for the serving the listed company and is competent for the job, and has proposed to the Board of Directors to engage Baker Tilly China as the audit institution for the 25 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 company’s 2016 annual financial report. 3. On February 28, 2017, the 22nd (provisional) meeting of the 9th Board of Directors of the Company considered and approved the Proposal on Changing the Certified Public Accountants, and agreed to engage Baker Tilly China Certified Public Accountant (Special General Partnership) as the company’s audit institution in 2016, and submitted to the first extraordinary general meeting of the company in 2017 for consideration. The independent directors of the company issued the prior approval opinions and independent opinions on deliberation matters. The company held the first extraordinary general meeting of shareholders in 2017 on March 24, 2017 to consider the Proposal on Changing the Certified Public Accountants, the employment period of the accounting firm changed this time is one year from the date that the examination and approval take effect. IV Independent directors' prior approval opinions and independent opinions 1. Independent director's prior approval opinions: agreed to engage Baker Tilly China Certified Public Accountant (Special General Partnership) as the audit institution for company’s 2016 annual financial audit, and agreed to submit the Proposal on Changing the Certified Public Accountants to the Board of Directors for consideration. 2. Independent directors' independent opinions: the consideration procedures that the company planned to change the accounting firm conformed to the relevant laws, regulations and the provisions of the Articles of Association; Baker Tilly China Certified Public Accountant (Special General Partnership) has the audit qualifications for securities and futures and other related business, and has many years of experience and abilities to provide audit services for listed companies, and can meet the company’s requirements to the related audit work in 2016 and well fulfill its responsibilities and obligations. The change of accounting firm this time is conducive to enhancing the independence and objectivity of the company's audit work and shall not damage the interests of the company and its shareholders, especially the minority shareholders. Therefore, the independent directors agreed to engage Baker Tilly China Certified Public Accountant (Special General Partnership) as the audit institution for company’s 2016 annual financial audit and internal control, and agreed to submit the proposal to the first extraordinary general meeting of shareholders in 2017 for consideration. Appointment of internal control auditing accounting firm, financial consultant or sponsor √Applicable □ Not applicable In the year, the Company engaged Baker Tilly China CPA (LLP) as the auditing organ for internal control of the Company for year of 2016, charges amounted as 150000 Yuan. The Dongwu Securities, engaged by the Company for planning of private placement, as Finance Consultant, totally one million Yuan paid in the year. 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. 26 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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. 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 27 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Whether Balance Current has Current Current Balance at at newly non-busin recovery interest period-en Related Relations period-be added Interest Causes ess (10 (10 d (10 party hip gin (10 (10 rate capital thousand thousand thousand thousand thousand occupyin Yuan) Yuan) Yuan) Yuan) Yuan) g or not Influence on operation result and financial N/A statue of the Company from related credit Debts payable to related party Current Balance at Current Current Balance at newly period-beg recovery interest period-end Related Relationshi added Interest Causes in (10 (10 (10 (10 party p (10 rate thousand thousand thousand thousand thousand Yuan) Yuan) Yuan) Yuan) Yuan) Shenzhen Guosheng Large Subsidiary Energy shareholde Emmelle 650 650 Investment r loan Developmen t Co., Ltd. Influence on operation result and financial statue No influence of the 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. 28 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 (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 □ Applicable √ Not applicable No other material contracts for the Company in reporting period. XX. Social responsibility 1. Execution of social responsibility of targeted poverty alleviation (1) Summary of annual precision poverty alleviation The Company has no precision poverty alleviation temporary in the year, and no subsequent program either (2) Annual precision poverty alleviation Measurement Target Numbers/progress units 29 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 I. general condition —— —— II. Implemented by detail —— —— 1. Industrial development poverty —— —— 2.Transfer employment —— —— 3. Anti-poverty by relocating in other places —— —— 4. Education poverty —— —— 5. Health poverty alleviation —— —— 6. Ecological conservation —— —— 7. Fallback protection —— —— 8. Social poverty alleviation —— —— 9. Other —— —— III. Awards (content and level) —— —— (3) Subsequent precision poverty alleviation program Nil 2. Execution of other social responsibility Nil Listed company and its subsidiary belongs to the key pollution enterprise listed by Department of Environmental Protection No Whether the social responsibility report released □Yes √ No XIX. Explanation on other significant events □ Applicable √ Not applicable During the reporting period, the company had other major issues that needed to be explained: In July 2016, the company initiated the planning for non-public offering of shares and raised funds for the purchase of significant assets; the company's Board of Directors reviewed and approved the Plan for Non-public Offering of A Shares in 2016. On the basis of the due diligence, audit evaluation and commercial negotiation of the intermediary institution, and combined with the actual situation of the capital market and the company, in February 2017, the Board of Directors of the company considered and approved the Proposal on Adjusting the Company's Non-public Offering of A Shares, the Plan for Non-public Offering of A Shares in 2016 (Revision) and so on. According to the revision of the plan, the total amount of this private placement was no more than 1.2 billion Yuan, after deducting the issue costs, the company planned to invest 800 million Yuan of funds for the “intelligent community building talk-back equipment and system platform construction project”, and invest 400 million Yuan of funds for the "sports experience online and offline sales platform and R & D center construction project”. At present, the plan has not yet passed the approval of the shareholders' meeting. The company has timely issued notices of the Board of Directors about related conditions. 30 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 XIX. Significant event of subsidiary of the Company □ Applicable √ Not applicable 31 深圳中华自行车(集团)股份有限公司 2016 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 Capitali New zation Proporti Bonus Amoun Proport Amount shares of Others Subtotal on shares t ion issued public reserve I. Restricted shares 6,207 0.00% -1,500 -1,500 4,707 0.00% 1. State-owned shares 0 0.00% 0 0 0 0.00% 2. State-owned legal 0 0.00% 0 0 0 0.00% person’s shares 3. Other domestic shares 6,207 0.00% -1,500 -1,500 4,707 0.00% Including: Domestic legal 0 0.00% 0 0 0 0.00% person’s shares Domestic natural person’s 6,207 0.00% -1,500 -1,500 4,707 0.00% shares 4. Foreign shares 0 0.00% 0 0 0 0.00% Including: Foreign legal 0 0.00% 0 0 0 0.00% person’s shares Foreign natural person’s 0 0.00% 0 0 0 0.00% shares 551,341 100.00 551,34 100.00 II. Unrestricted shares 1,500 1,500 ,740 % 3,240 % 302,978 302,98 1. RMB Ordinary shares 54.95% 1,500 1,500 54.95% ,758 0,258 2. Domestically listed 248,362 248,36 45.05% 0 0 45.05% foreign shares ,982 2,982 3. Overseas listed foreign 0 0.00% 0 0 0 0.00% shares 4. Others 0 0.00% 0 0 0 0.00% 551,347 100.00 551,34 100.00 III. Total shares 0 0 ,947 % 7,947 % Reasons for share changed 32 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 □ Applicable √ Not applicable Approval of share changed □ Applicable √ Not applicable Ownership transfer of share changed □ 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 Total Total common Total shareholders preference stock common with voting shareholders shareholders at stock rights recovered with voting 57,890 end of last 59,118 0 0 shareholders at end of rights month before in reporting reporting period recovered at annual report period-end (if applicable) end of last disclosed (found in note8) month before 33 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 annual report disclosed (if applicable) (found in note8) Particulars about shares held above 5% by shareholders or top ten shareholders Total Amoun Number of share shareholder t of pledged/frozen Proport Changes Amount of Full name of Nature of ion of s at the restrict in report un-restricted Shareholders shareholder shares end of ed State of held period shares held Amount report shares share period held Shenzhen Guocheng Domestic Energy non-State-owne 11.52% 63,508,747 0 0 63,508,747 Pledged 11,000,000 Investment d legal person Development Co., Ltd. UOB Koy Hian Foreign legal (Hongkong) Co., 2.89% 15,907,850 3614000 0 15,907,850 person Ltd. Guosen Securities Foreign legal (Hongkong) 2.54% 13,988,425 8512374 0 13,988,425 person brokerage Co., Ltd. Shenwan Hongyuan Foreign legal Securities 1.08% 5,959,357 -389313 0 5,959,357 person (Hongkong) Co., Ltd. China Merchants State-owned Securities Hong 0.75% 4,155,342 284370 0 4,155,342 legal person Kong Co., Ltd. Domestic nature Li Huili 0.71% 3,891,124 0 0 3,891,124 person Domestic nature Xu Hongbo 0.57% 3,137,419 0 0 3,137,419 person Domestic nature Zong Bin 0.56% 3,114,180 -57780 0 3,114,180 person Zeng Ying Domestic nature 0.54% 3,000,000 0 0 3,000,000 34 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 person Specific account of property Domestic disposition for non-State-owne 0.47% 2,602,402 -5847600 0 2,602,402 bankruptcy d legal person enterprise of CBC Li Huili, the spouse of actual controller Ji Hanfei, holding B-share of the Company on Explanation on associated behalf of Shenzhen Guocheng Energy Investment Development Co., Ltd., beyond that, relationship among the aforesaid the Company has no idea of whether other circulated shareholders belong to concerted shareholders action 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 Amount of un-restrict shares Type of shares Shareholders’ name held at Period-end Type Amount Shenzhen Guocheng Energy Investment 63,508,747 RMB common shares 63,508,747 Development Co., Ltd. Domestically foreign UOB Koy Hian (Hongkong) Co., Ltd. 15,907,850 15,907,850 shares Guosen Securities (Hongkong) brokerage Co., Domestically foreign 13,988,425 13,988,425 Ltd. shares Shenwan Hongyuan Securities (Hongkong) Domestically foreign 5,959,357 5,959,357 Co., Ltd. shares China Merchants Securities Hong Kong Co., Domestically foreign 4,155,342 4,155,342 Ltd. shares Domestically foreign Li Huili 3,891,124 3,891,124 shares Domestically foreign Xu Hongbo 3,137,419 3,137,419 shares Zong Bin 3,114,180 RMB common shares 3,114,180 Domestically foreign Zeng Ying 3,000,000 3,000,000 shares Specific account of property disposition for 1,383,313 RMB common shares 1,383,313 bankruptcy enterprise of CBC Specific account of property disposition for Domestically foreign 1,219,089 1,219,089 bankruptcy enterprise of CBC shares Expiation on associated relationship or Li Huili, the spouse of actual controller Ji Hanfei, holding B-share of the consistent actors within the top 10 un-restrict Company on behalf of Shenzhen Guocheng Energy Investment Development shareholders and between top 10 un-restrict Co., Ltd., beyond that, the Company has no idea of whether other circulated 35 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 shareholders and top 10 shareholders shareholders belong to concerted action persons ruled in the Administration Norms for Information Disclosure of Change on Shareholding of Shareholders of Listed Companies. Explanation on top 10 shareholders involving N/A margin business (if 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 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 Controlling shareholders person/person in Date of foundation Organization code Main operation business 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 controlling N/A 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 Actual controller Nationality or regions or not Ji Hanfei P.R.C No Profession and title in latest five years Legal person of Shenzhen Guocheng Energy Investment Development Co., Ltd. 36 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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: Note: On 21 February 2017, we received a Letter of “Explanation on Relevant Event of CBC” from Shenzhen Guosheng Energy Investment Development Co., Ltd. the letter said: since obtained controlling rights of the Shenzhen Guosheng Energy Investment Development Co., Ltd. (hereinafter referred to as Guosheng Energy) on 3 Jan. 2011, in view of Ji Hanfei is the first majority shareholder and largest creditor of CBC, and CBC facing a serious debt crisis, Ji Hanfei initiative seeking an actual controller of CBC, by actively participate the shareholders general meeting of CBC, showing major influence on CBC for achieving actually controls of the Company in purpose of resolving the debt crisis. 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 second half year of 2013, on the basis of the investor interest adjustment scheme deliberated and approved by creditor’s meeting and investors’ conference, Shenzhen Intermediate People’s Court approved the reorganization plan for CBC, the reorganization plan of CBC completed on 27 December 2013 and close the bankruptcy proceedings of CBC. As a largest majority shareholder and largest creditor of the Company, Guosheng Energy vote in favor on creditor’s meeting and investors’ conference, in respect of the investor interest adjustment scheme, and provided 5.39 million Yuan to CBC for claims settlement and maintain the assets of main business of CBC. Debts of the CBC solved by reorganization, net assets of CBC turns to positive value, the main business of bicycle maintained and achieved a steady development. Currently, CBC is planning a private placement for business promotion and transformation, optimize asset structure, further to strengthen the Company and sustainable ability in development. Taking into account the debt problem of CBC has been resolved, the Company needs supports from all over the shareholders, and based on the actual condition of development of Guosheng Energy and share-holding ratio, Ji Hanfei and Guosheng Energy decided to change the actually controller state to general investment, that is Ji Hanfei and Guosheng Energy, will not participate in the operation management plan of CBC in future, and they have no plans to 37 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 seeking an actual controlling rights of CBC in next 12 months either The Shenzhen Guosheng Energy Investment Development will hold stock of the CBC and exercise shareholders’ rights as a common investor. 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 38 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Section VII. Preferred Stock □ Applicable √ Not applicable The Company had no preferred stock in the Period. 39 深圳中华自行车(集团)股份有限公司 2016 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 Amoun Amoun t of t of Shares Shares Start shares shares End held at Other held at Workin dated increas decreas date of period- Title Sex Age of period- changes Name g status office ed in ed in office end term begin (share) term this this (Share) (Share) period period (Share) (Share) Directo Current r, 2013-0 2016-0 Li Hai ly in M 48 0 0 0 0 0 Chairm 9-26 9-25 office an Current Yang Directo 2013-0 2016-0 ly in M 60 0 0 0 0 0 Fenbo r 9-26 9-25 office Current Yao 2013-0 2016-0 Directo Zheng ly in M 43 0 0 0 0 0 r 9-26 9-25 wang office Current Cao Directo 2013-0 2016-0 ly in M 43 0 0 0 0 0 Fang r 9-26 9-25 office Current Kong Directo 2013-0 2016-0 ly in F 41 0 0 0 0 0 Na r 9-26 9-25 office Current Indepen 2013-0 2016-0 Cui Jun dent ly in M 53 0 0 0 0 0 director 9-26 9-25 office Current Indepen 2013-0 2016-0 Chen dent ly in M 49 0 0 0 0 0 Shujun 9-26 9-25 director office Current Indepen 2013-0 2016-0 Li Bing dent ly in F 42 0 0 0 0 0 director 9-26 9-25 office Li Supervi Current M 43 2014-0 2017-0 0 0 0 0 0 Xiang sor ly in 40 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 office 6-27 6-26 Current Zheng 2014-0 2017-0 Supervi Zhongh ly in M 55 6,267 0 0 0 6,267 sor 6-27 6-26 uan office Current Staff 2014-0 2017-0 Li Supervi ly in M 56 0 0 0 0 0 Jialin 6-27 6-26 sor office Sun Secreta Current 2013-0 2016-0 Longlo ry of ly in M 44 0 0 0 0 0 9-26 9-25 ng Board office Total -- -- -- -- -- -- 6,267 0 0 0 6,267 II. Changes of directors, supervisors and senior executives □ Applicable √ Not applicable 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 and 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 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 41 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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. 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 serve as organ secretary, director-general of the organization 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 Motorcycle 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. Post-holding in shareholder’s unit √Applicable □ Not applicable Start dated of End date of Name Name of shareholder’s unit Position in Received office term office term 42 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 shareholder remuneration ’s unit n from shareholder’s unit (Y/N) Yao Shenzhen Guocheng Energy Investment Supervisor 2006-10-09 Y Zhengwang Development Co., Ltd. Note of post-holding in N/A shareholder’s unit Post-holding in other unit √Applicable □ Not applicable Received Position in Start dated of End date of remuneration Name Name of other units other unit n office term office term from other unit (Y/N) Cao Fang Shanghai Branch of Life Insurance Deputy GM 2012-03-01 Y Yang Fenbo Shenzhen Lionda Group Co., Ltd. Chairman 2009-10-12 Y Non-staff Yang Fenbo Fawer Auto Parts Co., ltd. 2013-03-25 2016-03-24 Y supervisor President Kong Na Yingkong Holding Co., Ltd. 2010-04-01 Y assistant Cui Jun Guangdong Ange Laws Firm Attorney 2014-06-01 Y Managing Chen Shujun Shenzhen Guangshen CPA 1998-01-01 Y partner Legal Guangdong Guangshen Judicial Chen Shujun representati 2002-12-01 N Accounting Appraisal Institute ve Independen Chen Shujun Shenzhen Chiwan Base Co., Ltd. 2013-05-20 Y t director Independen Chen Shujun Funde Insurance Holding Co., Ltd. 2015-07-01 2018-07-01 Y t director Independen Chen Shujun Funde P&C Co., Ltd. 2015-06-04 2018-06-04 Y t director Chen Shujun Vengood E-commerce Director 2016-01-26 2019-01-26 N Chen Shujun Cybemaut Yingke Director 2016-02-26 2019-02-26 N 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 43 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 □ 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 remuneration of directors, According to relevant rules of the Article of Association, the general meeting of shareholders decides supervisors, senior remuneration of directors and supervisors. The Board of Directors decides senior management’s. management Confirmation basis of The Company refers to the position rank and comprehensive industry level. And then general meeting of remuneration of directors, shareholders approves compensation standard and allowance of independent directors. According to the supervisors and senior "Interim Measures to Annual Performance Assessment of Executives" and performance evaluation management standards the Company issues annual performance salary. Actual payment of The Company strictly paid remuneration of directors, supervisors and senior management accordingly remuneration of directors, with decision procedure and confirmation basis. Total payment for remuneration of directors, supervisors and senior supervisors and supervisors amounted to RMB 1,556,687 from January to December in 2016. 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 Chairman M 48 80.6 No office Secretary of Currently in Sun Longlong M 44 30.94 No Board office Currently in Li Jialin Staff Supervisor M 56 15.7 No office Zheng Currently in Supervisor M 55 14.14 No Zhonghuan office Independent Currently in Cui Jun M 53 4.76 No director office Independent Currently in Chen Shujun M 49 4.76 No director office Independent Currently in Li Bing F 42 4.76 No director office Total -- -- -- -- 155.66 -- Delegated equity incentive for directors, supervisors and senior executives in reporting period 44 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 □ Applicable √ Not applicable V. Particulars of workforce 1. Number of Employees, Professional composition, Education background Employee in-post of the parent Company (people) 10 Employee in-post of main Subsidiaries (people) 43 The total number of current employees (people) 53 The total number of current employees to receive pay (people) 53 Retired employee’ s expenses borne by the parent Company 0 and main Subsidiaries (people) Professional composition Category of professional composition Numbers of professional composition (people) Production personnel 19 Sales personnel 11 Technical personnel 8 Financial personnel 6 Administrative personnel 9 Total 53 Education background Category of education background Numbers (people) Undergraduate 19 Junior college 17 Other 17 Total 53 2. Remuneration Policy Nil 3. Training programs Nil 4. Labor outsourcing □ Applicable√ Not applicable 45 深圳中华自行车(集团)股份有限公司 2016 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 Index of Session of meeting Type investor Date Date of disclosure disclosure participation Notice of first Extraordinary Extraordinary Resolution of first shareholders shareholders 12.78% 2016-02-03 2016-02-04 Extraordinary general meeting general meeting shareholders 2016 general meeting 46 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 2016 (No.: 2016005) Notice of Resolution of Annual General Annual General 12.38% 2016-06-29 2016-06-30 Annual General Meeting 2015 Meeting Meeting 2015 (No.: 2016016) 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 Times of Absent the Times of Name of Board meeting Times of Meeting for Times of attending by Times of independent supposed to entrusted the second Presence communicatio Absence director attend in the presence time in a row n report period (Y/N) Cui Jun 7 2 5 0 0 N Chen Shujun 7 2 5 0 0 N Li Bing 7 2 5 0 0 N Times for attending general meeting 3 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 47 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 2015. 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 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 2017-04-27 evaluation report Disclosure index of full internal control Appraisal Report of Internal Control 2016 of CBC released on Juchao website evaluation report 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 100.00% accounting for the operating income on 48 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 the company's consolidated financial statements Defects Evaluation Standards Category Financial Reports Non-financial Reports Material defect: (1) inefficiency of environment control; (2) inefficiency Material defect: (1) inefficiency of of internal supervision; (3) direct environment control; (2) inefficiency of impact on major mistakes of internal supervision; (3) direct impact on investment decisions; (4) directly major mistakes of investment decisions; make the significant error in the (4) directly make the significant error in financial statements; (5) violation of the financial statements; (5) violation of the laws, regulations, rules and other the laws, regulations, rules and other normative documents, resulting in normative documents, resulting in investigation of the central government investigation of the central government and regulatory agencies, and being and regulatory agencies, and being sentenced to a fine or penalty, being sentenced to a fine or penalty, being restricted industry exit, canceling restricted industry exit, canceling business business license and being forced the license and being forced the closure of etc. closure of etc. Major defect: (1) Qualitative criteria Major defect: (1) indirect impact on major indirect impact on major mistakes of mistakes of investment decisions; (2) investment decisions; (2) indirectly indirectly make the significant error in the make the significant error in the financial statements; (3) Lack of important financial statements; (3) Lack of system; (4) violation of the laws, important system; (4) violation of the regulations, rules and other normative laws, regulations, rules and other documents, resulting in investigation of normative documents, resulting in the local government and regulatory investigation of the local government agencies, and being sentenced to a fine or and regulatory agencies, and being penalty, and being ordered to suspend sentenced to a fine or penalty, and business for rectification and cause the being ordered to suspend business for Company’s business stop of etc. General rectification and cause the Company’s defect: other control defect besides business stop of etc. General defect: material defect and major 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 profit: (1) General defect: less than or total profit: (1) General defect: less equal to pre-tax total profit of 3%, (2) than or equal to pre-tax total profit of Major defect: more than pre-tax total 3%, (2) Major defect: more than Quantitative standard profit of 3%( and absolute amount more pre-tax total profit of 3%( and absolute than RMB 0.5 million), (3) Material amount more than RMB 0.5 million), defect:: more than 5% of pre-tax total (3) Material defect:: more than 5% of profit and absolute amount more than pre-tax total profit and absolute RMB 1 million; 2. Potential loss or amount more than RMB 1 million; 2. 49 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 potential error of operating income: (1) Potential loss or potential error of General defect: less than or equal to operating income: (1) General defect: operating income of 1%, (2) Major defect: less than or equal to operating income more than 1% of operating income and of 1%, (2) Major defect: more than 1% less than or equal to 3% of operation of operating income and less than or income, (3) Material defect:: more than equal to 3% of operation income, (3) 3% of operating income; 3. Potential loss Material defect:: more than 3% of or potential error of total assets: (1) operating income; 3. Potential loss or General defect: less than or equal to 1% of potential error of total assets: (1) total assets, (2) Major defect: more than General defect: less than or equal to 1% of total profit and less than or equal to 1% of total assets, (2) Major defect: 3% of total profit, (3) Material defect:: more than 1% of total profit and less more than 3% of total profit than or equal to 3% of total profit, (3) Material defect:: more than 3% of total profit Amount of significant defects in 0 financial reports Amount of significant defects in 0 non-financial reports Amount of important defects in financial 0 reports 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 2016. Disclosure details of audit report of Disclosed internal control Disclosure date of audit report of 2017-04-27 internal control (full-text) Index of audit report of internal Audit Report of Internal Control for year of 2016 of CBC Baker Tilly Zi [2017] control (full-text) No.11696 released on Juchao Website Opinion type of auditing report of IC Normal auditor’s report Whether the non-financial report had No major defects Carried out modified opinion for internal control audit report from CPA □Yes √ No 50 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 The internal control audit report, issued by CPA, has concerted opinion with self-evaluation report, issued from the Board √ Yes □ No 51 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Section X. Corporation Bonds Whether or not the Company public offering corporation bonds in stock exchange, which undue or without payment in full at maturity on the approval date for annual report disclosed No 52 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Section XI. Financial Report I. Audit report Type of audit opinion Unqualified auditor’s report with explanatory paragraph Signing date of audit report 2017-04-25 Name of audit institute Baker Tilly China CPA (LLP) Number of audit report Baker Tilly Zi [2017] No.: 11664 Name of CPA Chen Zhigang, Zhang Lei Text of auditor’s Report To all shareholders of Shenzhen China Bicycle Company (Holdings) Limited We have audited the Company consolidated and parent Company’s financial statements of Shenzhen China Bicycle Company (Holdings) Limited (“CBC”), including balance sheet of 31 December 2016 and consolidated balance sheet, and profit statement for year of 2016 and consolidated profit statement, Statement of changes in stockholders' equity and Consolidated statement of changes in stockholders' equity and cash flow statement and consolidated cash flow statement, and notes to the financial statements for 2016. 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. 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 53 深圳中华自行车(集团)股份有限公司 2016 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, 2016, 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 XIV 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 2016-12-31 In RMB Item Closing balance Opening balance Current assets: Monetary funds 24,015,287.71 26,752,065.66 Settlement provisions Capital lent Financial assets measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes receivable 2,220,000.00 Accounts receivable 12,371,386.82 9,195,296.32 Accounts paid in advance 1,867,424.89 397,833.20 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable 54 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Other receivables 658,754.09 395,523.78 Purchase restituted finance asset Inventories 3,118,440.26 4,057,247.68 Divided into assets held for sale Non-current asset due within one year Other current assets 2,050,830.55 209,155.59 Total current assets 46,302,124.32 41,007,122.23 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 3,728,955.11 1,007,906.43 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 3,012,000.00 3,765,000.00 Expense on Research and Development Goodwill Long-term expenses to be apportioned Deferred income tax asset 645,196.29 89,066.31 Other non-current asset 400,000.00 Total non-current asset 7,786,151.40 4,861,972.74 Total assets 54,088,275.72 45,869,094.97 Current liabilities: Short-term loans Loan from central bank Absorbing deposit and interbank deposit Capital borrowed 55 深圳中华自行车(集团)股份有限公司 2016 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 9,751,977.78 7,787,813.83 Accounts received in advance 4,321,059.83 2,024,718.30 Selling financial asset of repurchase Commission charge and commission payable Wage payable 770,985.97 1,384,667.20 Taxes payable 1,565,153.77 1,271,303.96 Interest payable Dividend payable Other accounts payable 20,397,287.32 20,010,360.36 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 36,806,464.67 32,478,863.65 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 56 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Other non-current liabilities Total non-current liabilities Total liabilities 36,806,464.67 32,478,863.65 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 627,834,297.85 627,834,297.85 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 -1,197,486,788.28 -1,200,090,425.75 Total owner’s equity attributable to 14,368,683.58 11,765,046.11 parent company Minority interests 2,913,127.47 1,625,185.21 Total owner’s equity 17,281,811.05 13,390,231.32 Total liabilities and owner’s equity 54,088,275.72 45,869,094.97 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 1,143,418.29 1,199,934.09 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes receivable Accounts receivable 57 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Account paid in advance 16,000.00 82,848.00 Interest receivable Dividends receivable Other receivables 9,364,086.29 12,579,547.00 Inventories Divided into assets held for sale Non-current assets maturing within one year Other current assets 2,050,830.55 Total current assets 12,574,335.13 13,862,329.09 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 3,528,684.59 740,727.77 Construction in progress Project materials Disposal of fixed assets Productive biological assets Oil and natural gas assets Intangible assets 3,012,000.00 3,765,000.00 Research and development costs Goodwill Long-term deferred expenses Deferred income tax assets Other non-current assets 400,000.00 Total non-current assets 6,951,064.32 4,516,107.50 Total assets 19,525,399.45 18,378,436.59 Current liabilities: Short-term borrowings Financial liability measured by fair value and with variation reckoned into current gains/losses 58 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Derivative financial liability Notes payable Accounts payable Accounts received in advance 1,086,507.70 Wage payable 112,700.06 290,130.11 Taxes payable 81,512.92 -278,741.70 Interest payable Dividend payable Other accounts payable 10,662,912.89 10,383,721.15 Divided into liability held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 11,943,633.57 10,395,109.56 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 11,943,633.57 10,395,109.56 Owners’ equity: Share capita 551,347,947.00 551,347,947.00 Other equity instrument Including: preferred stock Perpetual capital securities 59 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Capital public reserve 627,834,297.85 627,834,297.85 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus reserve 32,673,227.01 32,673,227.01 Retained profit -1,204,273,705.98 -1,203,872,144.83 Total owner’s equity 7,581,765.88 7,983,327.03 Total liabilities and owner’s equity 19,525,399.45 18,378,436.59 3. Consolidated Profit Statement In RMB Item Current Period Last Period I. Total operating income 141,970,520.80 170,990,030.10 Including: Operating income 141,970,520.80 170,990,030.10 Interest income Insurance gained Commission charge and commission income II. Total operating cost 137,756,603.41 171,370,550.82 Including: Operating cost 126,243,374.59 159,399,271.88 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 325,097.98 431,067.18 Sales expenses 5,547,948.66 6,515,605.90 Administration expenses 5,705,338.80 5,391,566.14 Financial expenses -577,245.96 -675,198.21 Losses of devaluation of asset 512,089.34 308,237.93 60 深圳中华自行车(集团)股份有限公司 2016 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 4,213,917.39 -380,520.72 “-”) Add: Non-operating income 4,421,353.01 4,210,594.98 Including: Disposal gains of non-current asset Less: Non-operating expense 3,837,082.24 3,841,393.90 Including: Disposal loss of 11,450.00 non-current asset IV. Total Profit (Loss is listed with “-”) 4,798,188.16 -11,319.64 Less: Income tax expense 906,608.43 94,609.13 V. Net profit (Net loss is listed with “-”) 3,891,579.73 -105,928.77 Net profit attributable to owner’s of 2,603,637.47 -138,355.58 parent company Minority shareholders’ gains and 1,287,942.26 32,426.81 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 61 深圳中华自行车(集团)股份有限公司 2016 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 3,891,579.73 -105,928.77 Total comprehensive income 2,603,637.47 -138,355.58 attributable to owners of parent Company Total comprehensive income 1,287,942.26 32,426.81 attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.0047 -0.0003 (ii) Diluted earnings per share 0.0047 -0.0003 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 4. Profit Statement of Parent Company In RMB 62 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Item Current Period Last Period I. Operating income 3,098,499.93 3,183,534.28 Less: Operating cost 841,722.06 1,183,430.55 Operating tax and extras 27,518.91 154,451.03 Sales expenses Administration expenses 3,193,033.58 2,412,060.36 Financial expenses 1,047.32 2,372.72 Losses of devaluation of asset 205.16 -39.00 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 -965,027.10 -568,741.38 with “-”) Add: Non-operating income 4,382,819.19 4,210,594.98 Including: Disposal gains of non-current asset Less: Non-operating expense 3,819,353.24 3,836,923.90 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with -401,561.15 -195,070.30 “-”) Less: Income tax expense 18,947.82 IV. Net profit (Net loss is listed with -401,561.15 -214,018.12 “-”) 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 2. Share of the other comprehensive income of the investee accounted for using equity method 63 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 -401,561.15 -214,018.12 VII. Earnings per share: (i) Basic earnings per share -0.0007 -0.0004 (ii) Diluted earnings per share -0.0007 -0.0004 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 68,626,103.30 93,016,514.64 services Net increase of customer deposit and interbank deposit 64 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 6,964,305.79 7,025,026.01 operating activities Subtotal of cash inflow arising from 75,590,409.09 100,041,540.65 operating activities Cash paid for purchasing commodities and receiving labor 52,408,715.86 80,757,205.50 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 6,815,927.35 6,970,654.49 Taxes paid 4,415,626.99 4,102,934.63 65 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Other cash paid concerning 11,315,692.88 11,239,769.85 operating activities Subtotal of cash outflow arising from 74,955,963.08 103,070,564.47 operating activities Net cash flows arising from operating 634,446.01 -3,029,023.82 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, 3,371,224.00 382,777.30 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 3,371,224.00 382,777.30 activities Net cash flows arising from investing -3,371,224.00 -382,777.30 activities III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ 66 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 0.04 exchange rate V. Net increase of cash and cash -2,736,777.95 -3,411,801.12 equivalents Add: Balance of cash and cash 26,752,065.66 30,163,866.78 equivalents at the period -begin VI. Balance of cash and cash 24,015,287.71 26,752,065.66 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 commodities and providing labor 38,250.00 services Write-back of tax received 67 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Other cash received concerning 12,374,972.68 12,679,197.51 operating activities Subtotal of cash inflow arising from 12,374,972.68 12,717,447.51 operating activities Cash paid for purchasing commodities and receiving labor 41,556.80 824,576.60 service Cash paid to/for staff and workers 1,887,544.36 2,574,126.10 Taxes paid 488,133.49 1,050,776.71 Other cash paid concerning 6,643,029.87 8,208,908.80 operating activities Subtotal of cash outflow arising from 9,060,264.52 12,658,388.21 operating activities Net cash flows arising from operating 3,314,708.16 59,059.30 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, 3,371,224.00 222,222.22 intangible and other long-term assets Cash paid for investment Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing 3,371,224.00 222,222.22 68 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 activities Net cash flows arising from investing -3,371,224.00 -222,222.22 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 0.04 exchange rate V. Net increase of cash and cash -56,515.80 -163,162.92 equivalents Add: Balance of cash and cash 1,199,934.09 1,363,097.01 equivalents at the period -begin VI. Balance of cash and cash 1,143,418.29 1,199,934.09 equivalents at the period -end 7. Statement of Changes in Owners’ Equity (Consolidated) This Period In RMB 69 深圳中华自行车(集团)股份有限公司 2016 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 -1,200,0 I. Balance at the 627,834 32,673, 1,625,1 13,390, 7,947. 90,425. end of the last year ,297.85 227.01 85.21 231.32 00 75 Add: Changes of accounting policy Error correction of the last period Enterprise combine under the same control Other II. Balance at the 551,34 -1,200,0 627,834 32,673, 1,625,1 13,390, beginning of this 7,947. 90,425. ,297.85 227.01 85.21 231.32 year 00 75 III. Increase/ Decrease in this 2,603,6 1,287,9 3,891,5 year (Decrease is 37.47 42.26 79.73 listed with “-”) (i) Total 2,603,6 1,287,9 3,891,5 comprehensive 37.47 42.26 79.73 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 70 深圳中华自行车(集团)股份有限公司 2016 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 IV. Balance at the 551,34 -1,197,4 627,834 32,673, 2,913,1 17,281, end of the report 7,947. 86,788. ,297.85 227.01 27.47 811.05 period 00 28 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 71 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 l 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 ,297.85 227.01 58.40 160.09 00 17 Add: Changes of accounting policy Error correction of the last period Enterprise combine under the same control Other II. Balance at the 551,34 627,834 32,673, -1,199,9 1,592,7 13,496, beginning of this 7,947. 52,070. ,297.85 227.01 58.40 160.09 year 00 17 III. Increase/ Decrease in this -138,35 32,426. -105,92 year (Decrease is 5.58 81 8.77 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 4. Other (III) Profit distribution 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 72 深圳中华自行车(集团)股份有限公司 2016 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 (VI)Others 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 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 -1,203,8 I. Balance at the 551,347, 627,834,2 32,673,22 7,983,327 72,144. end of the last year 947.00 97.85 7.01 .03 83 73 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Add: Changes of accounting policy Error correction of the last period Other II. Balance at the 551,347, -1,203,8 627,834,2 32,673,22 7,983,327 beginning of this 72,144. 947.00 97.85 7.01 .03 year 83 III. Increase/ Decrease in this -401,56 -401,561. year (Decrease is 1.15 15 listed with “-”) (i) Total -401,56 -401,561. comprehensive 1.15 15 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 74 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 IV. Balance at the 551,347, -1,204,2 627,834,2 32,673,22 7,581,765 end of the report 73,705. 947.00 97.85 7.01 .88 period 98 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 -1,203,6 I. Balance at the 551,347, 627,834,2 32,673,22 8,197,291 58,126. end of the last year 947.00 43.83 7.01 .13 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 “-”) 75 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 (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) 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 76 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 III. Company Profile 1. History and Reform 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 address in Shenzhen Luohu District and the registered capital of RMB551, 347,947.00. 2. Industry nature The company's industry: machinery manufacturing industry 3. Business scope 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). 4. Major products and services provided 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 2016, shares issued by the Company counted as 551,347,947 shares accumulated. 5. Business change During the reporting period, the company's main business has not changed. No changes in consolidate scope, the subsidiary Shenzhen EMMELLE Industrial Co., Ltd. included only 77 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 IV. Compilation Basis of Financial Statement 1. Compilation Basis The financial statement is prepared based on continuing operation assumptions, and according to actual occurrence, in line with relevant accounting rules and follow important accounting policy and estimation. 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 12 th, 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 Whether the company needs to comply with the disclosure requirements of the particular industry No Tips for specific accounting policy and estimate: Nil 78 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 1. Declaration on compliance with accounting standards The financial statement prepared by the Company, based on follow compilation basis, is comply with the requirement of new accounting standards for business enterprise issued by Ministry of Finance and its application guide, commentate as well as other regulations (called by a joint name as Accounting Standards for Business Enterprise), which is reflect a real and truth financial status of the Company, as well as operation results and cash flow situations. Furthermore, the statement has reference to the listing and disclosure requirement from “Rules Governing the Disclosure of Information for Enterprise with Stock Listed No.15-general regulation of financial report” (2014 Revised) (hereinafter referred to as NO. 15 (2014 Revised) document) 2. Accounting period Calendar year is the accounting period for the Company, that is falls to the range starting from 1 January to 31 December. 3. Business cycles The business period for the Company, that is falls to the range starting from 1 January to 31 December. 4. Recording currency The Company and its subsidiaries take RMB as the standard currency for bookkeeping. 5. Accounting treatment for business combinations under the same control and those not under the same control (1) Accounting treatment for business combinations under the same control and those not under the same control ① The business combination under the same control For a business merger that is under the same control and is achieved by the Company through one single transaction or multiple transactions, assets and liabilities obtained from that business combination shall be measured at their book value at the combination date as recorded by the party being absorbed in the consolidated financial statement of ultimate controlling party. Capital reserve shall be adjusted as per the difference between the book value of obtained net assets and the book value of paid consolidated consideration (or the nominal value of the issued shares) of the Company; retained earnings shall be adjusted if the capital reserve is not sufficient for offset. The asset or liability items of consolidated party are measured at their carrying value in the consolidated balance sheet as of the consolidation date. Consolidated Profit and Loss include all items of income, expenditures and profit from beginning till end of the period of the consolidated party(ies). Net profit made by the consolidated company should be listed exclusively in the consolidated Profit and Loss. Cash flows from beginning till end of 79 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 the period of all consolidated parties are taken into the consolidated Cash Flow. ②The business combinations not involving enterprises under common control The Company will validate the difference that the combined cost is more than the fair value of the net identifiable assets gained from the acquiree on the acquisition date as goodwill; where the combined cost is less than the fair value of net identifiable assets gained from the acquiree during business combination, the fair value and combined cost of various identifiable assets, liabilities and contingent liabilities from the acquiree must be rechecked. Where the combined cost is, after the recheck, still less than the fair value of net identifiable assets gained from the acquiree during business combination, the difference shall be charged to current profits and losses. As for business combination not under common control and realized through multiple transactions and by steps, the Company shall make accounting treatment as follows: A. Adjust the initial investment cost of long-term equity investments. As for stock equities held before the acquisition date accounted according to the equity method, re-measurement is carried out according to the fair value of the equity on the acquisition date. The balance between the fair value and the book value is included in the current investment income. If the acquiree’s stock equities held before the acquisition date involves changes of other comprehensive incomes and other owner's equities under accounting with the equity method, the balance between the fair value and the book value is included in the current investment income on the acquisition date, excluding other comprehensive incomes incurred by changes due to re-measurement of net liabilities or net assets of the defined benefit plan. B. Confirm the goodwill (or include the amount in the profits and losses). The initial investment cost of long-term equity investments adjusted in step 1 is compared with the fair value of net identifiable assets of the subsidiary shared on the acquisition date. If the former is greater than the latter, the balance is confirmed as goodwill; if the former is less than the latter, the balance is included in the current profits and losses. (2)Loss of control of a subsidiary in multiple transactions in which it disposes equity interests of its subsidiary in stages ①In determining whether to account for the multiple transactions as a single transaction A parent shall consider all the terms and conditions of the transactions and their economic effects. One or more of the following may indicate that the parent should account for the multiple arrangements as a single transaction: A. Arrangements are entered into at the same time or in contemplation of each other; B. Arrangements work together to achieve an overall commercial effect; C. The occurrence of one arrangement is dependent on the occurrence of at least one other arrangement; D. One arrangement considered on its own is not economically justified, but it is economically justified when considered together with other arrangements. 80 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 ②Accounting treatment for each of the multiple transactions forming part of a bundled transactions which eventually results in loss of control the subsidiary during disposal of its subsidiary in stages If each of the multiple transactions forms part of a bundled transactions which eventually results in loss of control the subsidiary, these multiple transactions should be accounted for as a single transaction. In the consolidated financial statements, the difference between the consideration received and the corresponding percentage of the subsidiary’s net assets in each transaction prior to the loss of control shall be recognized in other comprehensive income and transferred to the profit or loss when the parent eventually loses control of the subsidiary. The remaining equity investment shall be re-measured at its fair value in the consolidated financial statements at the date when control is lost. The difference between the total amount of consideration received from the transaction that resulted in the loss of control and the fair value of the remaining equity investment and the share of net assets of the former subsidiary calculated continuously from the acquisition date or combination date based on the previous shareholding proportion, shall be recognized as investment income for the current period when control is lost. The amount previously recognized in other comprehensive income in relation to the former subsidiary’s equity investment should be transferred to investment income for the current period when control is lost ③Accounting treatment for each of the multiple transactions NOT forming part of a bundled transactions which eventually results in loss of control the subsidiary during disposal of its subsidiary in stages If the Company doesn't lose control of investee, the difference between the amount of the consideration received and the corresponding portion of net assets of the subsidiary shall be adjusted to the capital reserve (capital premium) in the consolidated financial statements. If the Company loses control of investee, the remaining equity investment shall be re-measured at its fair value in the consolidated financial statements at the date when control is lost. The difference between the total amount of consideration received from the transaction that resulted in the loss of control and the fair value of the remaining equity investment and the share of net assets of the former subsidiary calculated continuously from the acquisition date or combination date based on the previous shareholding percentage, shall be recognized as investment income for the current period when control is lost. The amount previously recognized in other comprehensive income in relation to the former subsidiary’s equity investment should be transferred to investment income for the current period when control is lost. 6. Compilation method of consolidated financial statement Consolidated financial statements are prepared by the Company in accordance with Accounting Standard for Business Enterprise No. 33-Consolidated Financial Statements and based on financial statements of parent company and its subsidiaries and other related information. When consolidating the financial statements, the following items are eliminated: internal equity investment and owners’ equity of subsidiaries, proceeds on internal investments and profit distribution of subsidiaries, internal 81 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 transactions, internal debts and claim. The accounting policies adopted by subsidiaries are the same as parent company. 7. Classification of joint venture arrangement and accounting treatment for joint control (1) Affirmation and classification of joint venture arrangement Joint arrangement refers to an arrangement controlled by two or more than two participants. Joint venture arrangement has the following characteristics: 1) Each participant is bound by the arrangement; 2) Two or more participants carry out joint control on implementation of the arrangement. Any participant cannot control the arrangement independently. Any participant for joint control can stop other participants or participant combinations to independently control the arrangement. Joint control refers to the sharing of control over certain arrangement under related agreements, and related activities of the arrangement must be determined only when obtaining the unanimous consent of the parties sharing control. Joint venture arrangement is classified in to joint operation and joint venture. Joint operation refers to an arrangement that a joint party enjoys assets related to the arrangement and bears liabilities related to the arrangement. Joint venture refers to an arrangement that a joint party only has the power governing net assets of the arrangement. (2) Accounting treatment of joint venture arrangement Joint venture participants should confirm the following items related to interest shares in joint venture and carry out accounting settlement according to relevant provisions of the Accounting Standards for Business Enterprises: 1) confirm the assets held separately and confirm the assets held jointly based on shares; 2) confirm the liabilities borne separately and confirm the liabilities borne jointly based on shares; 3) confirm the income incurred after selling its shares in joint venture output; 4) confirm the income after selling the joint venture outputs based on shares; 5) confirm the expenses incurred separately and confirm the expenses incurred in joint venture based on shares. Joint venture participants should carry out accounting settlement for investments of the joint venture according to provisions of Accounting Standards for Enterprises No.2–Long-term Equity Investments. 8. Recognition of cash and cash equivalents Cash equivalents refer to the short-term (generally due within three months since the date of purchase) highly liquid investments that are readily convertible into known amounts of cash and that are subject to an insignificant risk of change in value. 82 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 9. Foreign currency transaction and financial statement conversion (1)Conversion for foreign currency transaction When initially recognized, the foreign currency for the transaction shall be converted into CNY amount according to the spot exchange rate on the date of transaction. For the foreign currency monetary items, conversion must be based on the spot exchange rate on the balance sheet date and the exchange difference incurred from different exchange rates, except for the exchange difference of principal and interest incurred due to foreign currency loan related to acquisition or construction of assets that qualify for capitalization, shall be charged to current profits and losses; foreign currency non-monetary items measured with historical cost are still converted as per the spot exchange rate on the transaction date and keep the RMB amount unchanged; foreign currency non-monetary items measured with fair value shall be converted as per the spot exchange rate on the date of determining the fair value and the difference shall be charged to current profits and losses or other comprehensive income. (2)Conversion of financial statements presented in foreign currencies The asset and liability items in the balance sheet shall be converted at the spot exchange rate on the balance sheet date; the owner’s equity items, except for the items of “undistributed profit”, shall be converted at the spot exchange rate on the transaction date; the income and expenditure items in the profit statement shall be converted at the spot exchange rate on the transaction date. The translation difference of foreign financial statements conducted as above is recognized as other comprehensive incomes. 10. Financial instruments Financial instruments comprise of financial assets, financial liabilities and equity instruments. (1) Classification of financial instruments Financial assets and financial liabilities are classified as follows by the management based on the purpose of holding or assuming these assets or liabilities: financial assets or financial liabilities at fair value through profit or loss, including financial assets or financial liabilities held for trading and those directly designated as at fair value through profit or loss; held-to-maturity investments; receivables; available-for-sale financial assets and other financial liabilities, etc. (2)Recognition and measurement of financial instruments ①Financial assets and liabilities at fair value through profit and loss The fair value (after deduction of cash dividend to be distributed and bonds interest to be received) of the assets on the acquisition shall be adopted as initial recognized value, and related transaction expenses shall be accounted into current profits and losses. 83 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 The interests and cash dividend received shall be recognized as investment gain during the period, and the difference of fair value between initial and spot dates shall be accounted into current profits and losses at the end of period. On the disposal of the assets, the difference between the obtained price and the book value of investment shall be recognized as investment gain, and the accumulated fair value profits and losses shall be accordingly adjusted. ②Held to maturity investments The fair value (after deduction of bond interests whose period has matured but not charged yet) plus the related transactions fees represents the initial recognition value. During the holding period, the interest income shall be calculated as and included into investment gain in accordance with the amortized costs and the actual interest rate. The actual interest rate is determined at the time of acquisition, and shall remain unchanged during the expected renewal period or any shorter period as applicable. Upon disposal, the difference between the cost of acquisition and the book value of the investment shall be accounted into investment gain. ③Receivable accounts The contract price charged to the buyers shall be recognized as initial value for those receivable accounts which mainly comprise the receivable creditor’s right caused by the sale of goods and the providing of labor services to external customers by the Company, and receivables in other companies excluding debt instruments priced in active markets, includes but is not limited to receivable accounts and other receivables. If characterized as of financing nature, the initial recognition shall be priced at the present value. Upon disposal, the difference between the sale value and the book value of the receivable shall be accounted into current profits and losses on its recovery or disposal. ④Financial assets available for sale The fair value (lower than cash dividend to be distributed and bonds’ interest to be received) and relevant transaction expenses of the assets on the acquisition shall be adopted as initial recognized value. The interests and cash dividend received shall be recognized as investment income during the holding period, and the difference of fair value between initial and spot dates shall be accounted into capital reserve (other capital reserve). Upon disposal, the difference between fair value and initial value shall be recognized as investment profits and losses, and the accumulated changes in fair value from the disposal shall be at the same time transferred from the shareholders’ equity to investment profits and losses. 84 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 ⑤Other financial liabilities The sum of the fair value and relevant transaction expenses is recognized as the initial recognition amount. The amortized cost is used for subsequent measurement. ⑥disposal of held-to-maturity investment or reclassification as financial assets available for sale: Where the Company sells its outstanding held-to-maturity investment within the current accounting year or re-classifies it as the amount of available-for-sale financial asset, and the amount is considerably large as compared with the amount before such investment is sold or re-classified, the surplus of such investment shall be re-classified as an available-for-sale financial asset. However, the following circumstances shall be excluded: A. The date of sale or re-classification is quite near to the maturity date or the repo date of the said investment (e.g., within 3 months prior to maturity) that any change of the market interest rate will produce little impact upon the fair value of the said investment. B. Enterprise has received almost all the initial principal of the investment according to the provisions on repayment of the contract. C. The sale or re-classification is caused by any independent event that the enterprise cannot control, is predicted not to occur again and is hard to be reasonably predicted. (3) Recognition and measurement of transfer of financial assets With respect to transfer of financial assets, if an enterprise transfers substantially all the risks and rewards of ownership of a financial asset to the transferee, the enterprise shall derecognize the financial assets. If an enterprise retains substantially all the risks and rewards of ownership of a financial asset, the enterprise shall not derecognize the financial asset. When making judgment on whether a transfer of financial assets satisfy the above conditions for derecognition of financial assets, the focus shall be put on substance, instead of the form. The Company shall divide transfer of financial assets into transfer in full or in part. For a transfer of a financial asset in its entirety that satisfies the derecognizing criteria, the difference between the following two amounts shall be recognized in profit or loss for the current period: ①the book value of the financial asset transferred; ②The sum of the consideration received from the transfer and any cumulative gain or loss that had been recognized directly in owner’s equity (applicable to transfer of available-for-sale financial assets). If a part of the transferred financial asset qualifies for derecognizing, the book value of the transferred financial asset in its entirety shall be allocated between the part that continues to be recognized and the part that is derecognized, based on the relative fair values of those parts. The difference between the following two amounts shall be included in profit or loss for the current period: 85 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 ①the book value allocated to the part derecognized; ②the sum of the consideration received for the part derecognized and any cumulative gain or loss allocated to it that had been recognized directly in equity (applicable to transfer of available-for-sale financial assets). If a transfer of financial assets do not satisfy the derecognition conditions, the company shall continue to recognize the financial assets, and the consideration received shall be included as financial liabilities. (4) Conditions for derecognizing financial liabilities If the current obligations of financial liabilities has been lifted in whole or in part, then the Company shall derecognize the financial liabilities in whole or in part thereof; if the Company signs an agreement with creditors in order to take on new ways to replace the existing financial liabilities, and the new liabilities and the existing financial terms are substantially different, the Company shall terminate recognizing the existing financial liabilities, and begin to recognize the new financial liabilities at the same time. If the terms of the contract involving the existing financial liabilities have been made with substantive changes in whole or in part, the Company shall terminate recognizing the existing financial liabilities in whole or in part, and at the same time, adopt the modified version of financial liabilities as a new one. On derecognizing the financial liabilities in whole or in part, the difference between the book value of these financial liabilities and the payment (including the roll-out of non-cash assets or new financial liabilities to be assumed) shall be accounted into current profits and losses. If buying back part of the financial liabilities, on the date of repurchase and in accordance with the comparative fair value of the part to be continuously recognized and to be derecognized, the Company shall allocate the entire financial liabilities. The difference between the part assigned to the derecognized book value and the payment (including the roll-out of non-cash assets or new financial liabilities to be assumed) shall be included into profits and losses of the current period. (5)Determination of fair value of financial assets and liabilities For financial assets and financial liabilities of the Company measured at fair value for which an active market exists, their fair values are determined based on the prices quoted on the actively traded market; for financial assets and financial liabilities for which no active market exists, their fair values are determined using valuation techniques (including by reference to the price adopted by willing parties in their recent transactions or by reference to the prevailing fair value, discount of cash flow method and option pricing model of other financial instruments which are substantially the same); for financial assets initially obtained or derived or financial liabilities assumed, fair value is determined based on market transaction prices. (6) Provision for impairment reserve of financial assets (excluding accounts receivable) On balance sheet date, the carrying amounts of financial assets (except for those measured at fair value through 86 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 profit or loss of the period) are assessed for impairment. Provision for impairment is made when there exists objective evidence that impairment of a financial asset has occurred. For financial assets, objective evidence of impairment includes, but not limited to: ① significant financial difficulty of the issuer or debtor; ②breach of contract, such as delinquency or default in interest and principal payments made by the debtor; ③the creditor, for economic or legal reasons, granting concession to the debtor in financial difficulty; ④it becoming probable that the debtor will enter bankruptcy or financial reorganization; ⑤the disappearance of an active market for that financial asset because of financial difficulties of the issuer; ⑥upon an overall assessment of a group of financial assets, observable data indicates that there is a measurable decrease in the estimated future cash flows from the group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the group. Such observable data includes adverse change in the payment status of debtor of the group of assets, or increased unemployment rate in the country or region where the debtor is located, decreased price of collateral in the region where it belongs, recession in the industry, etc.; ⑦significant adverse changes in the technological, market, economic or legal environment in which the issuer of equity instrument operates, indicating that the cost of the equity instrument investment may not be recovered by the investor; ⑧a significant or prolonged decline in the fair value of the investment in equity instrument; Specific method for impairment of financial assets: ①Impairment of available-for-sale financial asset As for available-for-sale financial assets, in case that there is any objective evidence indicating available-for-sale equity instrument investment is impaired (including fair value of equity instrument investment occurs significant or non-temporary decline, impairment shall be recognized. Where an available-for-sale financial asset is impaired, even if the recognition of the financial asset has not been terminated, the accumulative losses arising from the decrease of the fair value of the owner’s equity which was directly included shall be transferred out and recorded into the profits and losses of the current period. The accumulative losses that are transferred out shall be the balance obtained from the initially obtained costs of the sold financial asset after deducting the principals as taken back, the current fair value and the impairment-related losses as was recorded into the profits and losses of the current period. As for the available-for-sale debt instruments whose impairment-related losses have been recognized, if, within 87 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 the accounting period thereafter, the fair value has risen and are objectively related to the subsequent events that occur after the originally impairment-related losses were recognized, the originally recognized impairment-related losses shall be reversed and be recorded into the profits and losses of the current period. Impairment loss occurred to available-for-sale equity instrument investment shall be reverted through equity when the value of the equity instrument rises up. However, impairment loss in respect of equity instrument investment for which there is no quoted price in an active market and for which fair value could not be measured reliably, or impairment loss in relation to a derivative financial asset linked with the equity instrument for which the settlement shall be subject to delivery of the equity instrument, shall not be reverted. ②Provision for impairment of held-to-maturity investments: If there is objective evidence that indicates impairment has occurred on a held-to-maturity investment, the difference between its carrying amount and the present value of its estimated future cash flow is recognized as impairment loss. If there is subsequent evidence to prove that its value has recovered, the originally recognized impairment loss may be reversed and recognized in profit or loss for the period, however the carrying amount so reversed may not exceed the amortization cost of the financial asset at the date of reversal had there been no provision for impairment. 11. Account receivable (1) Account receivable with single significant amount and withdrawal single item bad debt provision Account with single significant amount Over RMB 5 million Conducted impairment testing separately, balance between the present value of future cash flow and its carrying value, bad Withdrawal method for bad debt provision of account debt provision withdrawal and reckoned into current receivable with single significant amount gains/losses. For those without impairment being found after test, collected into relevant combination for accrual. (2) Accounts receivable whose bad debts provision was accrued by combination based on credit risk characteristics portfolio Combination Bad debt provision accrual Aging of accounts group Age analysis method Group with bad debt provision accrual by aging: √ Applicable □ Not applicable Age Accrual ratio Accrual ratio for other receivable Within one year (one 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% 88 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 3-4 years 100.00% 100.00% 4-5 years 100.00% 100.00% Over 5 years 100.00% 100.00% In combination, withdrawal proportion of bad debt provision based on balance proportion □ Applicable √ Not applicable In combination, withdrawal proportion of bad debt provision based on other methods: □ Applicable √ Not applicable (3) Account receivable with minor single amount but with withdrawal bad debt provision for single item If any objective evidence shows that it may has impaired, such as the debtor revoke, bankruptcy or death, and after liquidate Reasons for provision of bad debt reserve with bankrupt’s estates or heritage, the money still un-collectable, and in sufficient of cash flow As for the receivable with objective evidence shows that it Provision method of bad debt reserve might be impaired, an independent impairment test may be carried out for impairment losses recognized 12. Inventory Whether the company needs to comply with the disclosure requirements of the particular industry No (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) Valuation of inventories Inventories are initially measured at cost upon acquisition, which includes procurement costs, processing costs and other costs. The prices of inventories are calculated using weighted average method when they are delivered. (3)Inventory system Perpetual inventory system is adopted. (4) Provision for inventory impairment When a comprehensive count of inventories is done at the end of the period, provision for inventory impairment is allocated or adjusted using the lower of the cost of inventory and the net realizable value. The net realizable value of stock in inventory (including finished products, inventory merchandize and materials for sale) that can be sold directly is determined using the estimated saleable price of such inventory deducted by the cost of sales and relevant taxation over the course of ordinary production and operation. The net realizable value of material in inventory that requires processing is determined using the estimated saleable price of the finished product deducted by the cost to completion, estimated cost of sales and relevant taxation over the course of ordinary 89 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 production and operation. The net realizable value of inventory held for performance of sales contract or labor service contract is determined based on the contractual price; in case the amount of inventory held exceeds the contractual amount, the net realizable value of the excess portion of inventory is calculated using the normal saleable price. Provision for impairment is made according to individual items of inventories at the end of the period; however, for inventories with large quantity and low unit price, the provision is made by categories; inventories of products that are produced and sold in the same region or with the same or similar purpose or usage and are difficult to be measured separately are combined for provision for impairment. If the factors causing a previous write-off of inventory value has disappeared, the amount written-off is reversed and the amount provided for inventory impairment is reversed and recognized in profit or loss for the period. 13. Classified as assets held for sale 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, amortization 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 (1)Determination of investment costs ①If it is formed by the business combination under the common control, and that the combining party takes cash payment, transfer of non-cash assets, assumption of debts or issuance of equity securities as the consolidation consideration, the shares of the book value of the owner’s equity obtained from the combined party on the date of combination in the ultimate controlling party’s consolidated financial statements shall be recognized as its initial investment cost. Capital reserves shall be adjusted according to the balance between the initial investment cost for 90 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 long-term equity investment and the book value of paid consolidation consideration or the total face value of issued shares (capital premium or equity premium). If capital reserves are insufficient for offset, retained earnings shall be adjusted. As for business combination under the common control realized by the Company through several transactions, the initial investment cost of the investment shall be determined based on the share of the carrying value of the owners’ equity of the consolidated party as calculated according to the shareholding proportion on the consolidation date. Difference between initial investment cost and the carrying value of long-term equity investment before combination and the sum of carrying value of newly paid consideration for additional shares acquired on the date of combination is to adjust capital reserve (capital premium or equity premium). If the balance of capital reserve is insufficient, any excess is adjusted to retained earnings. ②As for long-term equity investment formed from business combination not under common control, the fair value of the consolidated consideration paid shall be deemed as the initial investment cost on the acquisition date. ③Except those ones formed by the business combination, for all items obtained by means of cash payment, actually paid acquisition costs shall be taken as the initial investment cost. For those ones obtained by the issuance of equity securities, the fair value of the issued equity securities shall be taken as the initial investment cost. For those ones invested by investors, the value agreed in the investment contract or agreement shall be taken as the initial investment cost, provided that the value agreed in the contract or agreement shall be fair. (2)Subsequent measurement and profit or loss recognition For a long-term equity investment where the Company can exercise control over the investee, the long-term investment is accounted for using the cost method in the Company’s financial statements. The equity method is adopted when the Group has joint control, or exercises significant influence on the investee. Under cost method, long term equity investment is measured at initial investment cost. Except for the price actually paid for obtaining the investment or the cash dividends or profits declared but not yet distributed which is included in the consideration, the Company recognizes cash dividends or profits declared by the investee as current investment gains, and determine whether there is impairment on long term investment according to relevant assets impairment policies. Under equity method, when the initial investment cost of the long-term equity investment exceeds the share of fair value in the net identifiable assets in the investee, the difference shall be included in initial investment cost of the long-term equity investment. When the initial investment cost is lower than the share of fair value in the net identifiable asset in the investee, such difference is recognized in profit or loss for the period with adjustment of cost of the long-term equity investment. Under equity method, after the Company acquires a long-term equity investment, it shall, in accordance with its attributable share of the net profit or loss realized by the investee, recognize the investment profit or loss and adjust carrying value of the investment. The Group recognizes its share of the investee’s net profits or losses after 91 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 making appropriate adjustments to the investee’s net profits and losses based on the fair value of the investee’s identifiable assets at the acquisition date, using the Group’s accounting policies and periods, and eliminating the portion of the profits or losses arising from internal transactions with its joint ventures and associates, attributable to the investing entity according to its shareholding proportion (but impairment losses for assets arising from internal transactions shall be recognized in full). The carrying amount of the investment is reduced based on the Group’s share of any profit distributions or cash dividends declared by the investee. The Group’s share of net losses of the investee is recognized to the extent the carrying amount of the investment together with any long-term interests that in substance form part of its net investment in the investee is reduced to zero, except that the Group has the obligations to assume additional losses. The Group adjusts the carrying amount of the long-term equity investment for any changes in owners’ equity of the investee (other than net profits or losses) and includes the corresponding adjustments in the owners’ equity of the Group. (3) Determination of control and significant influence on investee Control is the power over an investee. An investor must have exposure or rights to variable returns from its involvement with the investee, and the ability to use its power over the investee to affect the amount of the investor’s returns. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control with other parties over those policies (4)Disposal of long-term equity investment ①Partial disposal of long term investment in which control is retained When long term investment is been partially disposed but control is retained by the company, the difference between disposal proceeds and carrying amount of the proportion being disposed is accounted for through profit or loss. ②Partial disposal of long term investment in which control is lost When long term investment is partially disposed and control is lost as a result, the carrying value of the long term invest on the stock right, the difference between carrying amount of the part being disposed and disposal proceeds should be recognized as profit or loss. The residual part should be treated as long term investment or other financial assets according to their carrying amount. After partial disposal, if the company is able to exert significant influence or common control over the investee, the investment should be measured according to cost method or equity method, in compliance with relevant accounting standards and regulations. (5)Impairment test and provision for impairment If there is objective evidence on the balance sheet date showing investment in subsidiaries, associates and joint ventures is impaired, provision of impairment shall be made against the difference between the carrying amount and the recoverable amount of the investment. 92 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 15. Investment property Measurement mode Measured by cost method Depreciation or amortization method Investment property refers to the real estate held with purpose of rent earning, capital appreciation or both of them. Investment properties of the Company include: (1) land use right which has been rented out; (2) land use right which is held for transfer upon appreciation; (3) buildings which has been rented out. Investment property is initially measured at the cost when acquired. The Company makes subsequent measurement on investment property under cost model on the balance sheet date. Depreciation method for constructions and buildings under the item of fixed assets are the same, and amortization method for land use right and land use right under the item of intangible assets are the same. 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 may be recognized unless it simultaneously meets the conditions as follows: ①The economic benefits pertinent to the fixed asset are likely to flow into the enterprise; and ②The cost of the fixed assets can be measured reliably. (2) Depreciation methods Yearly depreciation Categories Method Years of depreciation Scrap value rate rate Straight-line Housing buildings 20 10% 4.5% depreciation Machines and Straight-line 10 10% 9% equipment depreciation Straight-line Office equipment 5 10% 18% depreciation Straight-line Electronic equipment 5 10% 18% depreciation Transportation Straight-line 5 10% 18% equipment depreciation 93 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Straight-line Other equipment 5 10% 18% depreciation Nil (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 Whether the company needs to comply with the disclosure requirements of the particular industry No (1) Class of construction in progress Construction in progress is measured case by case. (2)Standards and timing of carrying forward construction in progress into fixed assets The initial book values of the fixed assets are stated at total expenditures incurred before construction in progress reaching the working condition for their intended use. For construction in progress that has reached working conditions for its intended use but for which the completion of settlement has not been handled, it shall be transferred into fixed assets at the estimated value according to the project budget, construction price or actual cost, etc. from the date when it reaches the working conditions for its intended use. And the fixed assets shall be depreciated in accordance with the Company’s policy on fixed asset depreciation. Adjustment shall be made to the originally and provisionally estimated value based on the actual cost after the completion of settlement is handled, but depreciation already provided will not be adjusted. 18. Borrowing expenses (1)Principles of recognizing capitalization of borrowing expenses The borrowing expenses of the Company directly attributable to the construction or production of an asset meeting capitalization conditions are capitalized and recognized in relevant asset costs; other borrowing expenses are recognized as expenses based on the amount incurred and recognized in profit or loss for the period. An asset that meets the capitalization conditions refers to fixed assets, real estate investments and inventories that require a considerable amount of time for construction or production to reach the expected usable or saleable condition. Borrowing expenses are capitalized when all of the following conditions are met: 94 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 ①the asset expense has occurred, which includes expenses in the form of cash paid, nonmonetary asset transferred or interest-bearing obligations assumed for the construction or product of an asset that meets capitalization conditions; ②the borrowing expenses have occurred; ③the necessary construction or production activities for bringing the asset to the expected usable or saleable conditions have started. Capitalization of borrowing expenses is suspended when any abnormal interruption continues for over three months during the construction or production of an asset that meets capitalization conditions. When the construction or production of an asset meeting capitalization conditions has reached expected useful or saleable conditions, the capitalization of borrowing expenses is stopped. When the a portion of the construction or production of an asset meeting capitalization conditions has completed and can be used individually, the capitalization of borrowing expenses of such portion of asset is stopped. (2)Capitalization period of borrowing expenses Capitalization period refers to the time starting from the borrowing expenses are capitalized to the time capitalization is stopped, except for the period which capitalization of borrowing expenses is suspended. (3) Calculation of capitalized amount of borrowing expenses Interest expenses of special loans (net of interest income from unutilized loans deposited in bank or investment gain earned from temporary investment) and supplementary expenses incurred for the construction or production of asset that meets capitalization conditions before the asset reaches expected useable or saleable condition are capitalized. The interest amount that should be capitalized on normal borrowings is calculated based on the weighted average of expenses of the aggregate asset exceeding the expenses of the portion of special loan multiplied by the capitalization ratio of the normal borrowings utilized. Capitalization ratio is calculated based on normal weighted average interest rate. 19. Biological assets Nil 20. Oil-and-gas assets Nil 95 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 21. Intangible assets (1) Valuation method, service life and impairment test (1)Measurement of intangible assets Intangible assets are accounted at the actual cost when acquired. The cost of externally purchased intangible assets includes the purchase price, relevant taxation and other expenses directly attributable to bringing the asset to expected usage. If payment for the price of intangible assets purchased is delayed beyond normal credit conditions and is in fact financing in nature, the cost of the intangible asset is determined based on the present value of the purchase price. For intangible asset obtained through debt restructuring for offsetting the debt of the debtor, the entry value of the intangible asset is determined based on its fair value, and the difference between the carrying amount of the restructured debt and the fair value of the intangible asset used for offsetting the debt is recognized in profit or loss for the period. The entry value of intangible asset received in an exchange for non-monetary asset is based on the fair value of the asset surrendered, provided that the asset received in exchange for non-monetary asset has a commercial substance and the fair value of both the asset received and the asset surrendered can be reliably measured, except there is definite evidence that the fair value of the asset received is more reliable; for exchange of nonmonetary asset that cannot satisfy the above conditions, the cost of the intangible asset received is based on the carrying amount of the asset surrendered and the amount of relevant taxation payable, and no profit or loss is recognized. For intangible asset obtained through business absorption or combination of entities under common control, the entry value is determined by the carrying amount of the combined party; for intangible asset obtained through business absorption or merger of entities not under common control, the entry value is determined by the fair value of the intangible asset. (2)Amortization of intangible assets Intangible asset with a limited life is amortized using straight line method over the term which it brings economic benefit to the Company. If the term of economic benefit the intangible asset can bring to the Company cannot be estimated, it is deemed to be an intangible asset with indefinite life, which shall not be amortized. (3)Regular review of useful life The expected useful life and amortization method for intangible assets with definite useful life are reviewed at the end of each year, and adjusted when necessary. In case that the useful life of an intangible asset is limited, the Company shall estimate the term of the useful life or quantity of output or similar measurement units constituting the useful life. The useful life of intangible assets shall be reviewed annually, and they are also subject to impairment test. At the end of each accounting period, useful life and amortization method for intangible assets with definite useful life are reviewed. Where the useful life and amortization method is different from the previous estimate, the company shall change term and method for amortization. Besides, the company shall also review the 96 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 useful life of intangible assets with indefinite useful life in each accounting period. if there is any evidence showing that an intangible asset has definite useful life, the company shall estimate the useful life according the above rules. (4)Impairment of intangible assets The Company makes a judgment on whether there is any sign of possible assets impairment on the balance sheet date. With respect to goodwill arising from business combination and intangible assets with indefinite useful life, they are subject to impairment test annually regardless of whether there is any sign of impairment. If there is any sign of impairment, the company shall estimate the recoverable amount which shall be determined at the higher of the net amount of fair value of the asset less disposal costs and the present value of the predicted future cash flow of the asset. In particular, the disposal costs include legal expenses, taxes, delivery expense relating to the asset disposal and other expenses directly occurred to make the asset available for sale. (2) Internal accounting policies relating to research and development expenditures (1) Categorization of the expenditure in research stage and expenditure in development stage Intangible assets recognized for expenditure in exploitation stage by satisfying the followed at same time: 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. 22. Impairment of long-term assets The Company makes a judgment on whether there is any sign of possible long-term assets impairment on the balance sheet date. Where there is a sign indicating potential impairment, the Company will estimate the recoverable amount. And if the recoverable amount of an asset is less than its carrying value, the carrying value shall be written down to the recoverable amount, and the amount written down shall be recognized as impairment loss and included in current profit or loss. Meanwhile, the Company shall make impairment provision for the asset accordingly. No matter whether there is any sign of possible assets impairment, the goodwill formed by the merger of enterprises and intangible assets with uncertain service lives shall be subject to impairment test every year. The estimate of the recoverable amount of the assets are determined at the higher of the net amount of the fair 97 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 value less the disposal expenses and the present value of the estimated future cash flows. The Group estimates the recoverable amount on an individual basis. If it is not possible to estimate the recoverable amount of the individual asset, the Group determines the recoverable amount of the asset group to which the asset belongs. Once the asset impairment loss is recognized, it will not be reversed in the subsequent periods After the loss of asset impairment has been recognized, the depreciation or amortization expenses of the impaired asset shall be adjusted accordingly in the future periods so as to amortize the post-adjustment carrying value of the asset systematically (deducting the expected net residual value) within the residual service life of the asset. 23. Long-term deferred expenses Long-term deferred expenses are those prepaid expenses with an amortization period of more than one year (excluding one year), such as improvement expense occurred on fixed assets leased under operating leasing arrangement. Long-term deferred expenses are amortized in installment on an average basis over the period which is expected to be benefitted from such expenses. In case that the long-term deferred expenses are not likely to benefit the subsequent accounting periods, the outstanding value of the item to be amortized shall be included in current profit or loss in full. 24. Employee compensation (1) Accounting treatment for short-term compensation 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 recognize 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 labor relationship plans and employee redundant proposals; and the Company recognize cost and expenses related to payment of compensation for dismissal and restructuring, whichever is 98 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 earlier. (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 (1)When the obligations arising from provision of external guarantee, lawsuits, product quality guarantee and contract loss and other contingent issues become the present obligations of the company, the performance of which is likely to result in outflow of benefit from the company and the amount of which can be measured reliably, the company shall recognize such obligations as projected liabilities. (2)Projected liabilities are initially measured at the best estimate on the expenses required to perform the relevant present obligation by the Company, and the carrying value of project liabilities are reviewed on each balance sheet date. 26. 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. The equity-settled share-based payment in return for employee services shall be measured at the fair value of the equity instruments granted to the employees. The cash-settled share-based payment shall be measured at the fair value of the liability that determined on the basis of shares or other equity instruments undertaken by the enterprise 27. Other financial instruments including senior shares and perpetual bonds (1) Distinguish of senior shares and perpetual bonds 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, 99 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 recognized 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 capitalization (please refer to Note V-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 recognizes change of fair value of equity instruments. 28. Revenue Whether the company needs to comply with the disclosure requirements of the particular industry No (1) Goods sales Income from sale of goods is recognized when the following conditions are met: (1)the Company has transferred the key risks and return on the ownership of the merchandize to the buyer; (2)the Company has not retained continued management rights associated with ownership and no longer exercises effective control on the merchandize sold; (3)the amount of income can be reliably measured; (4)the relevant economic benefits are very likely to flow to the enterprise; (5)the costs incurred or to be incurred can be reliably measured. (2)Rendering of services When the outcome of the transaction can be estimated reliably (the amount of revenue can be measured reliably, it is probable that the economic benefits will flow to the Company, the percentage of completion of the transaction can be determined reliably, and the costs of the transaction incurred and to be incurred can be measured reliably), revenue from rendering of services is recognized using the percentage of completion method, and the stage of completion is determined at the proportion of costs incurred to the estimated total costs. When the outcome of the transaction cannot be estimated reliably at the balance sheet date, revenue is recognized based on the amount of the costs incurred and the costs incurred are charged off at the same amount when the costs incurred are expected to be recoverable; and no revenue is recognized and the costs incurred are charged off as an expense of the period when the costs incurred are not expected to be recovered. (3)Transfer of asset use right 100 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 When the economic benefits related to the transaction is likely to flow to the Company and the income amount can be reliably calculated, the Company shall recognize income arising from transfer of asset use right. The income of interests is determined on basis of the time and real interest rate of the Company’s cash funds which is utilized by other persons. The income of royalties is determined on basis of the chargeable time and method fixed under relevant agreement or contract. (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 (1)Government grants related to assets Government grants related to assets represent grants obtained from government which are to compensate long-term assets purchased or other ways. (2) Determination of amortization method and amortization term of deferred income related to government grants ①Government grant related to assets received by the Company is recognized as deferred income which is included on an average basis in profit or loss of the respective accounting period over the service life of the asset commencing from the time when the asset is ready for the planned use. In case that the asset is disposed, transferred, discarded as useless or damaged prior to the end of service life, the remaining deferred income shall be included in profit or loss of the period in which the asset is disposed on an one-off basis. (3)Timing for recognition of government grant Government grant is recognized only when the following conditions are met: ①able to satisfy the conditions attached to government grant; ②able to obtain government grant. (4)Calculation of government grant Government grant in the form of monetary assets is measured at the amount received or receivable, while government grant not in the form of monetary assets shall be measured at fair value. In case of failure to determine fair value, it shall be measured at nominal value. ①government grant related to assets shall be recognized as deferred income and allocated averagely during the useful life of relevant assets and included in current profit or loss. However, government grant measured at nominal value shall be included directly in current profit or loss. ②where recognized government grant is required to return, the followings shall be adopted: 101 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 A. offset the carrying value of deferred income if such deferred income exists, and the surplus part shall be included in current profit or loss; B. included in current profit or loss directly if no deferred income exists. (2) Determination basis and accounting for government grants related to income (1) Government grants related to income Government subsidies related to income refer to government subsidies other than those related to assets. (2) Determination of amortization method and amortization term of deferred income related to government grants ①The company's revenue related government grants, which are used to compensate for the relevant expenses or losses during the subsequent period, are recognised as deferred income. (3) Timing for recognition of government grant Government grant is recognized only when the following conditions are met: ①able to satisfy the conditions attached to government grant; ②able to obtain government grant. (4) Calculation of government grant Government grant in the form of monetary assets is measured at the amount received or receivable, while government grant not in the form of monetary assets shall be measured at fair value. In case of failure to determine fair value, it shall be measured at nominal value. ①Government subsidies related to income shall be dealt with in the following situations A. For the purpose of compensating for the related expenses or losses during the subsequent period of the company, it shall be recognized as deferred income and shall be included in the current profits and losses in the period when the relevant expenses are recognized. B. For the purpose of compensating for the expenses or losses incurred by the company, it shall be directly included in the current profits and losses ②where recognized government grant is required to return, the followings shall be adopted: A. offset the carrying value of deferred income if such deferred income exists, and the surplus part shall be included in current profit or loss; B. included in current profit or loss directly if no deferred income exists. 30. Deferred tax assets / deferred income tax liabilities (1) Deferred tax assets or deferred tax liabilities are calculated and recognized based on the difference between the carrying amount and tax base of assets and liabilities (and the difference of the carrying amount and tax base 102 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 of items not recognized as assets and liabilities but with their tax base being able to be determined according to tax laws) and in accordance with the tax rate applicable to the period during which the assets are expected to be recovered or the liabilities are expected to be settled. (2)A deferred tax asset is recognized to the extent of the amount of the taxable income, which it is most likely to obtain and which can be deducted from the deductible temporary difference. At the balance sheet date, if there is any exact evidence that it is probable that future taxable profits will be available against which deductible temporary differences can be utilized, the deferred tax assets unrecognized in prior periods are recognized. (3)At the balance sheet date, the carrying amount of deferred tax assets is reviewed. The carrying amount of a deferred tax asset is reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow the benefit of the deferred tax asset to be utilized. Such reduction is subsequently reversed to the extent that it becomes probable that sufficient taxable income will be available. (4)The income tax and deferred tax for the period are treated as income tax expenses or income through profit or loss, excluding those arising from the following circumstances: ① business combination; and ② the transactions or items directly recognized in equity. 31. Lease (1)Accounting for operating lease When the Company is the lessee, lease payments are recognized as cost or profit or loss with straight-line method over the lease term. Initial expenses are recognized directly into profit or loss. Contingent rents are charged as profit or loss in the periods in which they are incurred. When the Company is the lessor, lease income is recognized as profit or loss with straight-line method over the lease term. Initial expenses, other than those with material amount and eligible for capitalization which are recognized as profit or loss by installments, are recognized directly as profit or loss. Contingent rents are charged into profit or loss in the periods in which they are incurred. (2)Accounting for financing lease When the company acts as lessee, at the inception of lease, the lower of fair value of leased assets at the inception of lease and the present value of minimum lease payment is recognized as the value of leased assets. The minimum lease payment is recognized as the value of long-term payable. Their difference is recorded as unrecognized finance costs with any initial direct expense incurred recorded in the value of leased assets. For each period of the lease term, current finance cost is calculated using effective interest method. When the company acts as lessor, at the inception of lease, the sum of minimum lease income at the inception of lease and the initial direct expense is recognized as the value of finance lease payment receivable, with unsecured balance also recorded. The difference between the sum of minimum lease income, initial direct expense and 103 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 unsecured balance and the sum of their present values is recognized as unrealized finance income. For each period of the lease term, current finance income is calculated using effective interest method. 32. Other important accounting policy and estimation 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 V-13 “classified as assets held for sale”. 33. Major accounting policy and changes (1) Main accounting policy changes √Applicable □Not applicable The contents and reasons of accounting Examination and approval procedures Note policy changes According to the VAT Accounting Rules issued by the Ministry of Finance on 3 December 2016 (CK[2016]No.22), the Law enforcement item of “business tax and surplus” in profit statement is adjusted to “tax and surplus”. According to the VAT Accounting Rules issued by the Ministry of Finance on 3 December 2016 (CK[2016]No.22) which is applicable to the transactions occurred since 1 May 2016, the property tax, land use tax, stamp duty relating to operating activities of the Company were Law enforcement reclassified from “administrative expense” into “tax and surplus” with effect from 1 May 2016, while taxes relating to transactions occurred before 1 May 2016 was not subject to adjustment. Also, no adjustment is made on comparative figures. Taxes and surcharge in profit statement will increase 14,206.07 Yuan in the year, administrative expenses for the year decreased 14,206.07 Yuan in profit statement 104 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 (2) Changes of important accounting estimate □ Applicable √ Not applicable 34. Other Nil VI. Taxes 1. Main tax category and tax rate Tax category Tax calculation evidence Tax rate Sales of goods, taxable labor service Value added tax 17% revenue and taxable income Tax for maintaining and building cities Turnover tax payable 7% Taxable income 25% Business income tax Taxable turnover 5% Business tax Educational surtax Turnover tax payable 3% Turnover tax payable 2% Local educational surtax Disclose reasons for different taxpaying body Taxpaying body Income tax rate 2. Tax preference Nil 3. Other In line with the “Notice on Nationwide Implementation of VAT Pilot Program from Business Tax”[2016] No.30 issued by Ministry of Finance and SAT, the taxpayer, which is engaged in construction business, real estate industry, banking business and service industries, are paying the VAT instead of business tax since 1 May 2016 VII. Notes to Items in Consolidated Financial Statements 1. Monetary fund In RMB Item Ending balance Opening balance 105 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Cash on hand 132,652.06 141,271.10 Cash in bank 23,768,774.82 26,610,794.56 Other monetary fund 113,860.83 0.00 Total 24,015,287.71 26,752,065.66 Including: the total money deposited 0.00 0.00 abroad Other explanation Separate explanation is required for accounts with restricted application purposes, deposited overseas and of potential recovery risks arising from pledge, mortgage or frozen: 2. Financial assets measured by fair value and reckoned into current gains/losses with its variation In RMB Item Ending balance Opening balance Other explanation: Nil 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 2,220,000.00 Total 2,220,000.00 (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 106 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Bank acceptance bill 44,613,787.85 Total 44,613,787.85 0.00 (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 Nil 5. Accounts receivable (1) 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 Receivables with bad debt provision 12,479,0 1,292,61 11,186,42 9,591,9 1,374,959 8,217,039.0 86.34% 10.36% 88.69% 14.33% accrual by credit 37.76 7.31 0.45 98.29 .25 4 portfolio Accounts with single significant amount 1,974,94 789,977. 1,184,966 1,222,8 244,564.3 and bad debts 13.66% 40.00% 11.31% 20.00% 978,257.28 3.96 59 .37 21.60 2 provision accrued individually 14,453,9 2,082,59 12,371,38 10,814, 1,619,523 9,195,296.3 Total 100.00% 14.41% 100.00% 14.98% 81.72 4.90 6.82 819.89 .57 2 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 10,698,460.47 32,095.39 0.30% 107 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Subtotal within one year 10,698,460.47 32,095.39 0.30% 1-2 years 79,894.08 239.68 0.30% 2-3 years 441,726.15 1,325.18 0.30% Over 3 years 1,258,957.06 1,258,957.06 100.00% Total 12,479,037.76 1,292,617.31 10.36% 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: Nil (2) Bad debt provision accrual collected or switch back Bad debt provision accrual was 463,071.33 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 -- Nil (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: There is no actual write off of accounts receivable in Period. 108 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 (4) Top 5 receivables at ending balance by arrears party Ratio in total Relationship with Account Item Amount receivables Nature the company age (%) Within one Trade Client 1 Unrelated party 3,081,619.42 21.32 year receivable Within one Trade Client 2 Unrelated party 2,535,268.50 17.54 year receivable Within one Trade Client 3 Unrelated party 2,294,293.55 15.87 year receivable Within one Trade Client 4 Unrelated party 1,278,283.50 8.84 year receivable Trade Client 5 Unrelated party 1,144,690.91 4-5 years 7.92 receivable Total 10,334,155.88 71.49 Other explanation: Receivables with minor single amount but withdrawal bad debt provision separately Bad debt provision Accrual ratio Clients Book balance Reasons (%) Termination of operations, Shijiazhuang Dasong Technology 1,278,283.50 511,313.41 40.00 uncertainty of money Co., Ltd. collection Xi’an Beilin Fuxin Termination of operations, Electro-mobile After-Sale 696,660.46 278,664.18 40.00 uncertainty of money Department collection Total 1,974,943.96 789,977.59 40.00 6. Advance payment (1) Listed by account age In RMB Ending balance Opening balance Age Amount Ratio Amount Ratio Within one year 1,667,424.89 89.29% 386,433.20 97.13% 1- 2 years 200,000.00 10.71% 11,400.00 2.87% 109 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 2-3 years Over 3 years Total 1,867,424.89 -- 397,833.20 -- Explanation on un-settlement in time for advance payment with over one year account age and major amounts: The subscription 200,000.00 Yuan paid to Huihuangda Bicycle (Shenzhen) Co., Ltd. for 1000 OEM bicycles in advance. The subscription will pay the final money according to the agreement. The business still not settles till end of the period (2) Top 5 advance payment at ending balance by prepayment object Ratio in Relationship total ad Item with the Amount Account age vance e Nature company payment (%) Prepaymen Unrelated Within one A 1,558,709.04 83.47 ts for party year materials Prepaymen Unrelated B 200,000.00 1-2 years 10.71 ts for party materials Prepaymen Unrelated Within one C 27,530.00 1.47 ts for party year 1 materials Prepaymen Unrelated Within one D 16,409.00 0.88 ts for party year 1 materials Prepaid Unrelated Within one E 16,000.00 0.86 service party year 1 charge Total 1,818,648.04 97.39 7. Interest receivable (1) interest receivable In RMB Item Ending balance Opening balance Time deposit 110 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Loan by mandate Debt investment Total (2) Important overdue interest Overdue time Overdue Impairment (Y/N) and Borrower Ending balance Overdue reason time judgment basis Total 0.00 -- -- -- Other explanation: Nil 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: Nil 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 1,111,471 452,717. 658,754.0 845,449 449,925.6 100.00% 40.73% 100.00% 53.22% 395,523.78 with bad debt .82 73 9 .44 6 111 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 provision accrual by credit portfolio 1,111,471 452,717. 658,754.0 845,449 449,925.6 Total 100.00% 40.73% 100.00% 53.22% 395,523.78 .82 73 9 .44 6 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 380,003.30 1,140.01 0.30% Subtotal within one year 380,003.30 1,140.01 0.30% 1-2 years 208,705.00 626.12 0.30% 2-3 years 72,028.00 216.08 0.30% Over 3 years 450,735.52 450,735.52 100.00% Total 1,111,471.82 452,717.73 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 (2) Bad debt provision accrual collected or switch back Bad debt provision accrual was 2,792.07 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 112 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 (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: No written-off for the major other receivable in Period. (4) Other receivables by nature In RMB Nature Ending book balance Opening book balance Margin or deposit 503,614.00 304,626.00 Equipment money 311,400.00 300,000.00 Staff personal loans 111,870.60 119,240.50 Other 184,587.22 121,582.94 Total 1,111,471.82 845,449.44 (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 Other receivable I Equipment money 300,000.00 Over 3 years 26.99% 300,000.00 Other receivable II Margin or deposit 135,723.00 1-2 year 12.21% 407.17 Other receivable III Margin or deposit 90,100.00 1-2 year 8.11% 270.30 Other receivable IV Margin or deposit 72,000.00 Within one year 6.48% 216.00 Other receivable V Personal loans 55,000.00 Within one year 4.95% 165.00 Total -- 652,823.00 -- 58.74% 301,058.47 (6) Account receivable with government grants involved In RMB 113 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 Nil (8) Assets and liability resulted by other account receivable transfer and continuous involvement Nil Other explanation: Nil 10. Inventory Whether the company needs to comply with the disclosure requirements of the particular industry No (1) Inventory classification In RMB Ending balance Opening balance Item Depreciation Depreciation Book balance Book value Book balance Book value reserve reserve Raw materials 785,399.89 40,706.54 744,693.35 441,460.58 441,460.58 Finished goods 2,379,266.31 5,519.40 2,373,746.91 3,615,787.10 3,615,787.10 Total 3,164,666.20 46,225.94 3,118,440.26 4,057,247.68 0.00 4,057,247.68 Does the Company comply with the disclosure requirement of “Information Disclosure Guidelines of Shenzhen Stock Exchange No.4 – Listed Companies Engaged in Seed Industry and Planting Business” or not No (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 Raw materials 40,706.54 40,706.54 114 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Finished goods 5,519.40 5,519.40 Total 0.00 46,225.94 46,225.94 During normal production, the cash realizable value of inventories directly for sale, such as merchants and materials for sale is accounted according to the estimated price less the estimated sales expenses and taxes. During normal production, the cash realizable value of materials to be processed is accounted according to the estimated price of finished product less the estimated cost, sales expenses and taxes. For inventories with purpose of implementing sales contract or labor contract, the cash realizable value is based on the contract price; if the inventories held exceed the ordered amount specified in the contract, the cash realizable value of surplus part is accounted based on the market price. (3) Explanation on capitalization of borrowing costs at ending balance of inventory Nil (4) Assets that completed without settlement from construction contract In RMB Item Amount Other explanation: Nil 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: Nil 12. Non-current assets due within one year In RMB Item Ending balance Opening balance Other explanation: Nil 13. Other current assets In RMB Item Ending balance Opening balance Prepaid intermediary fee 1,509,433.95 115 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Prepaid tax 541,396.60 209,155.59 Total 2,050,830.55 209,155.59 Other explanation: Prepaid intermediary fee refers to the prepaid, which paid to the intermediary organ as securities, auditing and evaluation (according to the service contract), for preparation of privately placement, and the money is not included in current gains/losses yet. 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 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 116 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 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 Nil 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 0.00 117 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 (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 Nil Other explanation Nil 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 Nil (3) Assets and liability resulted by long-term account receivable transfer and continuous involvement Nil Other explanation Nil 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 118 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 Nil 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 Nil 19. Fixed assets (1) Fixed assets In RMB Electronic Houses and Machines equipme Item Transport tools equipment and Total buildings nt other I. Original book value: 1.Opening 678,623.99 416,629.06 635,351.81 1,730,604.86 balance 2. Increased in 2,959,824.00 2,959,824.00 the Period (1) Purchase 2,959,824.00 2,959,824.00 (2) 119 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 construction in process transfer-in (3) the increase in business combination 3. Decreased in 114,500.00 114,500.00 the Period (1) Disposal or 114,500.00 114,500.00 scrap 4.Ending 2,959,824.00 564,123.99 416,629.06 635,351.81 4,575,928.86 balance II. accumulated depreciation 1.Opening 231,378.84 34,252.84 457,066.75 722,698.43 balance 2. increased in the Period (1) provision 66,596.04 101,542.32 37,496.64 21,690.32 227,325.32 3. Decreased in the Period (1) Disposal or 103,050.00 103,050.00 scrap 4.Ending 66,596.04 229,871.16 71,749.48 478,757.07 846,973.75 balance III. impairment of preparation 1.Opening 0.00 0.00 0.00 0.00 0.00 balance 2. increased in 0.00 0.00 0.00 0.00 0.00 the Period (1) provision 0.00 0.00 0.00 0.00 0.00 3. Decreased in 0.00 0.00 0.00 0.00 0.00 120 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 the Period (1) Disposal or 0.00 0.00 0.00 0.00 0.00 scrap 4.Ending 0.00 0.00 0.00 0.00 0.00 balance IV. book value 1.Ending book 2,893,227.96 334,252.83 344,879.58 156,594.74 3,728,955.11 value 2. Opening 447,245.15 382,376.22 178,285.06 1,007,906.43 book 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 Purchasing 7-20F and other six properties of Lianxin Garden with original value of 2,959,824.00 Yuan. The property purchasing refers to the Six properties in Lianxin Garden 2,893,227.96 indemnificatory housing for enterprise talent buying from Shenzhen Housing and Construction Bureau of Luohu District. According to the agreement, the 121 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 enterprise shall not carrying any kind of property trading with any units or individuals except the government, and the company has no property certification on the above mentioned properties. Other explanation No accrual for impairment provision due to there was no evidence of impairment being found in fixed assets at period-end 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 Accumul including Proporti Fixed ated : interest Interest Other on of increased assets amount capitaliz capitaliz Opening decrease Ending project Sourceof Item Budget in the transfer-i Progress of ed ation rate balance d in the balance investme funds Period n in the interest amount of the Period nt in Period capitaliz of the year budget 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 Nil 122 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 21. Engineering materials In RMB Item Ending balance Opening balance Other explanation: Nil 22. Disposal of fixed assets In RMB Item Ending balance Opening balance Other explanation: Nil 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 25. Intangible assets (1) Intangible assets In RMB Non-patent Item Land use right Patent Trademark Total technology I. original book value: 1.Opening balance 5,271,000.00 5,271,000.00 2. increased in the Period (1) Purchase 123 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 (2) internal R &D (3) the increase in business combination 3.DecreasedAmount (1) Disposal 4.Ending balance 5,271,000.00 5,271,000.00 II. accumulated depreciation 1.Opening balance 753,000.00 753,000.00 2. increased in the 753,000.00 753,000.00 Period (1) provision 753,000.00 753,000.00 3.DecreasedAmount (1) Disposal 4.Ending balance 1,506,000.00 1,506,000.00 III. impairment of preparation 1.Opening balance 2. increased in the Period (1) provision 3.DecreasedAmount (1) Disposal 4.Ending balance IV. book value 124 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 1.Ending book 3,765,000.00 3,765,000.00 value 2. Opening book 4,518,000.00 4,518,000.00 value Ratio of intangible assets resulted 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: No accrual of impairment provision due to there was no impairment evidence being found in intangible assets at end of the period 26. Development expense In RMB Opening Item Increased in the Period Decreased in the Period Ending balance balance Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Other explanation Nil 27. Goodwill (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 during the year 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: Nil 125 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Other explanation: Nil 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 Nil 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 2,580,785.12 645,196.29 356,256.24 89,066.31 reserves Total 2,580,785.12 645,196.29 356,256.24 89,066.31 (2) Deferred income tax liabilities un-offset In RMB Ending balance Opening balance Item 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 645,196.29 89,066.31 assets 126 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 (4) Details of unrecognized deferred income tax assets In RMB Item Ending balance Opening balance (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: As stated under article 17 of the Enterprise Accounting Standards No.18-Income Tax, deferred income tax assets and deferred income tax liabilities shall be measured at the tax rate applicable in the period in which the assets are expected to be recovered or liabilities are expected to be settled according to relevant tax laws on the balance sheet date. The tax rate adopted by the Company in calculating deferred income tax assets is 25% for both parent company and subsidiaries. Due to the uncompensated loss of parent company, the Company did not recognize deferred income tax assets. 30. Other non-current assets In RMB Item Ending balance Opening balance Advance payment for house 400,000.00 Total 400,000.00 Other explanation: In reporting period, the Company paid the four houses in advance for enterprise talent, located in Yinhu Lanshan, to Shenzhen Housing and Construction Bureau of Luohu District, the event still in process. 31. Short-term loans (1)Types of short-term loans In RMB Item Ending balance Opening balance Explanation on short-term loans category: Nil (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 127 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Unit Ending balance Lending rate Overdue time Overdue rate Total 0.00 -- -- -- Other explanation: Nil 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: Nil 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 Within 1 year (including 1year) 9,563,099.99 7,602,020.99 1-2 year (including 2year) 3,084.95 Over 3 years 185,792.84 185,792.84 Total 9,751,977.78 7,787,813.83 (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: Top 5 payables at Period-end 128 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Relationship Ratio in total Account Item with the Amount payables in Nature age company advance (%) Within Trade Supplier 1 Unrelated party 4,802,117.00 49.24 one year payable Within Trade Supplier 2 Unrelated party 2,534,569.26 25.99 one year payable Within Trade Supplier 3 Unrelated party 709,566.66 7.28 one year payable Within Trade Supplier 4 Unrelated party 702,070.00 7.20 one year payable Within Trade Supplier 5 Unrelated party 435,695.34 4.47 one year payable Total 9,184,018.26 94.18 36. Account received in advance (1) Account received in advance In RMB Item Ending balance Opening balance Within one year (one year included) 3,257,952.74 580,886.87 1-2 years (2 years included) 503,352.22 738,408.34 2-3 years (3 years included) 141,481.50 153,434.50 Over 3 years 418,273.37 551,988.59 Total 4,321,059.83 2,024,718.30 (2) Account received in advance with over one year book age In RMB Item Ending balance Reasons of un-paid or carry-over Received in advance D 404,013.70 Received in advance E 200,689.00 Received in advance F 200,462.80 Total 805,165.50 -- 129 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 (3) Projects that settle without completed from construction contract at period-end In RMB Item Amount Other explanation: Top 5 received in advance at Period-end Relationship Ratio in total Account Item with the Amount received in Nature age company advance (%) Unrelated Within one Advances A 1,086,507.70 25.14 party year on sales Unrelated Within one Advances B 1,054,243.20 24.40 party year on sales Unrelated Within one Advances C 522,321.39 12.09 party year on sales Unrelated Over 3 ye Advances D 404,013.70 9.35 party ars on sales Unrelated Advances E 200,689.00 1-2 years 4.64 party on sales Total 3,267,774.99 75.62 37. Wages payable (1) wages payable In RMB Increase during the Decrease during the Item Opening balance Ending balance year year I. Short-term 1,379,350.24 5,795,087.15 6,403,451.42 770,985.97 compensation II. Post-employment benefit – defined 5,316.96 387,382.55 392,699.51 contribution plan III. Dismiss welfare IV. Other welfare due within one year 130 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Total 1,384,667.20 6,182,469.70 6,796,150.93 770,985.97 (2) Short-term compensation In RMB Item Opening balance Increase during the year Decrease during the year Ending balance 1. Wages, bonuses, allowances 1,148,241.19 5,029,424.22 5,413,448.16 764,217.25 andsubsidies 2. Welfare for workers 91,930.24 91,930.24 and staff 3. Social insurance 1,293.08 170,617.44 171,910.52 Including: Medical 1,293.08 137,643.34 138,936.42 insurance Work injury 7,129.28 7,129.28 insurance Maternity 25,844.82 25,844.82 insurance 4. Housing accumulation 10,267.96 425,973.84 436,241.80 fund 5. Labor union expenditure and 219,548.01 77,141.41 289,920.70 6,768.72 personnel education expense Total 1,379,350.24 5,795,087.15 6,403,451.42 770,985.97 (3) Defined contribution plans In RMB Item Opening balance Increase during the year Decreased Ending balance 1. Basic endowment 5,172.32 351,283.71 356,456.03 insurance 2. Unemployment 144.64 36,098.84 36,243.48 insurance Total 5,316.96 387,382.55 392,699.51 Other explanation: 38. Tax payable In RMB 131 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Item Ending balance Opening balance Value-added tax 988,097.16 1,074,435.25 Enterprise income tax 506,828.92 Individual income tax 10,263.10 30,039.52 Urban maintenance and construction tax 11,499.17 54,951.97 Business tax 28,175.45 House property tax 45,070.60 45,070.60 Educational surtax 3,394.82 34,432.54 Embankment expenses 4,198.63 Total 1,565,153.77 1,271,303.96 Other explanation: 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: Nil 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: Nil 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 9,513,005.85 9,699,853.85 Current money 6,500,000.00 6,500,000.00 132 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Other payable service charge (intermediary 2,168,988.59 1,712,548.85 services included) Other warranty and guarantee money 1,611,225.00 1,841,445.00 Other 604,067.88 256,512.66 Total 20,397,287.32 20,010,360.36 (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 9,513,005.85 Guosheng Energy 6,500,000.00 Interest-free loans Total 16,013,005.85 -- Other explanation Nil 42. Liability holding ready for sold In RMB Item Ending balance Opening balance Other explanation: Nil 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 Paid in Ending Bond interest discount value date period amount balance the Period the Period balance by face amortizati 133 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 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 134 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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: Nil 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: Nil Major actuarial assumption and sensitivity analysis: Nil Other explanation: Nil 135 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 49. Special payable In RMB Increase during the Item Opening balance Decreased Ending balance Causes year Total 0.00 0.00 -- Other explanation: Nil 50. Accrued liability In RMB Item Ending balance Opening balance Causes Other explanation, including relevant important assumptions and estimation: Nil 51. Deferred income In RMB Increase during the Item Opening balance Decreased Ending balance Causes year 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: Nil 52. Other non-current liability In RMB Item Ending balance Opening balance Other explanation: Nil 136 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 0.00 551,347,947.00 Other explanation: The 1500 restricted A-stock, held by domestic nature person, are transferred to un-restricted RMB trading A-stock in the period 54. Other equity instrument (1) Basic information of the outstanding preferred stock and perpetual capital securities at period-end Nil (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: Nil Other explanation: Nil 55. Capital reserve In RMB Item Opening balance Increase during the year Decreased Ending balance Other capital reserve 627,834,297.85 627,834,297.85 1. Debt restructuring 482,580,588.23 482,580,588.23 income 2. Other 145,253,709.62 145,253,709.62 Total 627,834,297.85 0.00 0.00 627,834,297.85 Other explanation, including changes and reasons for changes: 137 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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: Nil 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: Nil 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: Nil 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 32,673,227.01 138 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Other explanation, including changes and reasons for changes: Nil 60. Retained profit In RMB Item Current period Last period Retained profit at period-end before adjustment -1,200,090,425.75 -1,199,952,070.17 Retained profit at period-begin after adjustment -1,200,090,425.75 -1,199,952,070.17 Add: net profit attributable to shareholders of 2,603,637.47 -138,355.58 parent company for this year Retained profit at period-end -1,197,486,788.28 -1,200,090,425.75 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 137,352,611.63 125,490,374.59 169,764,775.65 158,640,680.24 Other business 4,617,909.17 753,000.00 1,225,254.45 758,591.64 Total 141,970,520.80 126,243,374.59 170,990,030.10 159,399,271.88 62. Business tax and surcharge In RMB Item Current amount Last amount Urban maintenance and construction tax 155,556.13 146,170.20 Educational surtax 110,350.91 104,407.32 Stamp tax 29,424.09 Business tax 29,766.85 180,489.66 Total 325,097.98 431,067.18 Other explanation: 139 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Nil 63. Sales expense In RMB Item Current amount Last amount Employee compensation 2,907,598.16 3,046,778.67 Market promotion costs 1,035,052.28 1,474,565.46 Lease fee 774,523.87 562,901.30 Travel expenses 562,725.49 601,963.66 Other 268,048.86 829,396.81 Total 5,547,948.66 6,515,605.90 Other explanation: Marketing expense in 2015 mainly related to offline promotion activities, which mainly referred to the expenses occurred in participation in bicycle exhibition, preparation of T-shirts and purchase of certain riding equipments for promotion purposes. In 2016, the Company experienced transformation of selling model by introduction of E-commerce platform. Marketing promotion expenses mainly referred to online operation expense and platform utilization expense. 64. Administration expense In RMB Item Current amount Last amount Salary 2,757,930.58 3,657,247.52 Intermediary services charge 2,194,078.56 871,162.82 Daily management cost 526,004.34 714,323.09 Depreciation and amortization charges 227,325.32 148,832.71 Total 5,705,338.80 5,391,566.14 Other explanation: Nil 65. Financial expense In RMB Item Current amount Last amount Interest income -591,590.55 -695,798.95 Exchange loss -0.04 0.41 Commission charge etc. 14,344.63 20,600.33 Total -577,245.96 -675,198.21 140 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Other explanation: Nil 66. Loss from Assets depreciation In RMB Item Current amount Last amount I. Bad debt losses 465,863.40 308,237.93 II. Inventory falling price loss 46,225.94 Total 512,089.34 308,237.93 Other explanation: Nil 67. Changes in fair value gains In RMB Changes resources Current amount Last amount Other explanation: Nil 68. Investment income In RMB Item Current amount Last amount Other explanation: Nil 69. Non-operation revenue In RMB Amount reckoned into Item Current amount Last amount non-recurring gains/losses in the Year Other 4,421,353.01 4,210,594.98 Total 4,421,353.01 4,210,594.98 Government grants reckoned into current gains/losses: In RMB Whether the Whether Assets Issuing Amount of Amount of Item Issuing cause Property type impact of special related/Incom subject this period last period subsidies on subsidies e related 141 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 the current profit and loss Total -- -- -- -- -- 0.00 0.00 -- Other explanation: Nom-operation revenue form last period refers to the rental income settlement with custodian, that is 2,743,610.20 Yuan and compensate 1,086,507.70 Yuan. The non-operation revenue in the period refers to the rental income settlement with custodian, that is 2,731,336.54 Yuan and compensate 1,086,507.70 Yuan. 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 11,450.00 11,450.00 disposal losses Including: fixed assets disposal 11,450.00 11,450.00 loss Other 3,825,632.24 3,841,393.90 3,825,632.24 Total 3,837,082.24 3,841,393.90 3,837,082.24 Other explanation: In the period and last period, the operation assets for assets to be disposed are not allocated by management, relevant maintenance and management costs are paid by the revenue and loss compensation income from assets leasing (the assets to be disposed), reckoned into non-operating expenditure 71. Income tax expense (1) Income tax expense In RMB Item Current amount Last amount Current income tax 1,462,738.41 171,678.36 Deferred income tax -556,129.98 -77,069.23 Total 906,608.43 94,609.13 (2) Adjustment on accounting profit and income tax expenses In RMB Item Current amount 142 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Total profit 4,798,188.16 Income tax measured by statutory/applicable tax rate 1,299,937.32 Impact on cost, expenses and losses that unable to deducted 34,830.04 Impact on deductible temporary differences or losses deductible -428,158.93 which was un-recognized as deferred income tax assets income tax expenses 906,608.43 Other explanation Nil 72. Other comprehensive income Found more in Note 57. 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. 5,637,460.42 5,087,819.08 Other Current money 1,326,845.37 1,937,206.93 Total 6,964,305.79 7,025,026.01 Explanation on other cash received in relation to operation activities: Nil (2) Other cash paid in relation to operation activities In RMB Item Current amount Last amount Management phase expenses as listing charge, agency fee and three Meetings 5,852,380.76 5,588,378.31 operations expenses and office expenses Rent and property fee and maintenance fee 3,156,370.65 2,364,764.52 Deposit and Margin paid 429,208.00 1,353,871.46 Market sales phase expenses as 1,485,218.63 1,474,565.46 advertisement promoted Utilities 392,514.84 458,190.10 Total 11,315,692.88 11,239,769.85 Explanation on other cash paid in relation to operation activities: 143 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Nil (3) Cash received from other investment activities In RMB Item Current amount Last amount Explanation on cash received from other investment activities: Nil (4) Cash paid related with investment activities In RMB Item Current amount Last amount Explanation on cash paid related with investment activities Nil (5) Other cash received in relation to financing activities In RMB Item Current amount Last amount Explanation on other cash received in relation to financing activities: Nil (6) Cash paid related with financing activities In RMB Item Current amount Last amount Explanation on cash paid related with financing activities: Nil 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 3,891,579.73 -105,928.77 Add: Assets impairment provision 512,089.34 308,237.93 144 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Depreciation of fixed assets, consumption of oil assets and depreciation of productive 227,325.32 148,832.71 biology assets Amortization of intangible assets 753,000.00 753,000.00 Loss from disposal of fixed assets, intangible assets and other long-term 11,450.00 assets(gain is listed with “-”) Financial expense(gain listed with “-”) -0.04 Decrease of deferred income tax -556,129.98 -77,069.23 asset( (increase is listed with “-”) Decrease of inventory (increase is listed 892,581.48 2,114,059.85 with “-”) Decrease of operating receivable accounts -9,425,050.86 -446,376.91 (increase is listed with “-”) Increase of operating payable accounts 4,327,601.02 -5,723,833.42 (decrease is listed with “-”) Other 54.02 Net cash flow arising from operating 634,446.01 -3,029,023.82 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 24,015,287.71 26,752,065.66 Less: Balance of cash at year-begin 26,752,065.66 30,163,866.78 Net increasing of cash and cash -2,736,777.95 -3,411,801.12 equivalents (2) Net cash paid for obtaining subsidiary in the Period In RMB Amount Including: -- Including: -- Including: -- Other explanation: Nil 145 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 (3) Net cash received by disposing subsidiary in the Period In RMB Amount Including: -- Including: -- Including: -- Other explanation: Nil (4) Constitution of cash and cash equivalent: In RMB Item Ending balance Opening balance Ⅰ. Cash 24,015,287.71 26,752,065.66 Including: Cash on hand 132,652.06 141,271.10 Bank deposit available for payment at 23,768,774.82 26,610,794.56 any time Other monetary fund available for 113,860.83 payment at any time Ⅲ. Balance of cash and cash equivalent at 24,015,287.71 26,752,065.66 period-end Other explanation: Nil 75. Notes of changes of owners’ equity Explain the name and adjusted amount in “Other” at end of last period: Nil 76. Assets with ownership or use right restricted In RMB Item Ending book value Restriction reasons Total 0.00 -- Other explanation: Nil 146 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 77. Foreign currency monetary items (1) Foreign currency monetary items In RMB Ending foreign currency Ending RMB balance Item Convert rate balance converted HKD 1.53 0.8952 1.37 Other explanation: Nil (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: Nil 147 深圳中华自行车(集团)股份有限公司 2016 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: Nil Main reasons for large goodwill resulted: Nil Other explanation: Nil (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: Nil Contingent liability of the acquiree bear during combination: Nil Other explanation: Nil (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 obtained 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 Nil (6) Other explanation Nil 148 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 Other explanation: Nil (2) Combination cost Combination cost Explanation on contingent consideration and its changes: Nil Other explanation: Nil (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: Nil Other explanation: Nil 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 Nil 149 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 Nil 6. Other During the reporting period, there is no change in the scope of consolidation. 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 Emmelle Bicycle and spare Shenzhen Shenzhen 70.00% Investment Industrial Co., parts distribution 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 an agent or consignor: Nil Other explanation: Nil 150 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 (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% 1,287,942.26 2,913,127.47 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 42,841,4 845,466. 43,686,9 33,976,5 33,976,5 39,332,9 356,244. 39,689,2 34,271,9 34,271,9 Industria 78.93 81 45.74 20.84 20.84 70.84 97 15.81 31.79 31.79 l Co., Ltd. In RMB 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 141,970,520. 170,989,389. 4,293,140.88 -2,680,262.15 108,089.35 -3,088,083.12 Industrial 80 07 Co., Ltd. Other explanation: Nil 151 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 (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 treatment on Main operation investment for Name Registered place Business nature place Directly Indirectly 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 152 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 (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 153 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 (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 The major financial instruments of the Company consist of monetary funds, trade receivables, other receivables, trade payables, other payables, etc. details of these financial instruments are disclosed in the relevant notes. Risks relating to these financial instruments and risk management policies adopted by the Company to minimize these risks are detailed as follows. Management of the Company manages and monitors the risk exposures, to make sure they are under control. 1. Risk management targets and policies The objectives of the Company’s risk management is to balance the risk and income, reduce the negative risk impact of operating performance to the lowest level, maximize the interests of shareholders and other equity investors. Based on these objectives, the Company has established risk management policies to identify and analyze the risks faced by the Company, set adequate risk acceptable level and designed relevant internal control system to monitor the level of risks. The Company regularly reviews these policies and related internal control system to adapt to market development and change of operating activities of the Company. The major risks arising from the Company’s financial instruments are credit risk and liquidity risk. 154 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 (1)Credit risk Credit risk represents the risk of financial loss suffered by a party to a financial instrument due to failure of performance obligation of another party. Credit risk of the Company is managed by category. Credit risk mainly arises from bank deposits and trade receivables. Since the bank deposits of the Company are mainly placed with those banks of high credit rating, the Company expects no significant credit risk on bank deposits. As for trade receivables, the Company establishes relevant policies to control credit risk exposure. The Company, based on financial position of debtors, their credit records, market conditions and other factors, makes assessment on debtors’ credit quality and sets relevant limit on amount of debt and credit term. The maximum credit risk exposure assumed by the Company equals to the sum of carrying value of every financial asset in the balance sheet. The Company provides no guarantee that may lead it to be exposed to credit risks. (2)Liquidity risk Liquidity risk refers to the risk of capital shortage of the Company when performing settlement obligation via delivery of cash or other financial assets. When managing liquidity risk, the Company maintains and monitors such cash and cash equivalents as deemed adequate by the management, so as to satisfy its operation needs and minimize influence of fluctuation of cash flow. Management of the Company monitors application of bank borrowings to make sure it complies with relevant borrowing agreements. 2. Capital management The capital management policy of the Company is designed to ensure sustainable operation Of the Company so as to bring shareholders return and benefit other stakeholders, and to minimize capital cost by maintaining optimal capital structure. In order to maintain and adjust capital structure, the Company may adjust share dividend paid to shareholders or issue new shares. The Company monitors capital structure based on gearing ratio (total liabilities divided by total assets). As at 31 December 2016, the gearing ratio of the Company was 67.77% (31 December 2015: 70.81%) XI. Disclosure of fair value 1. Ending fair value of the assets and liabilities measured by fair value In RMB Item Ending fair value 155 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 First-order Second-order Third-order Total I. Sustaining measured by -- -- -- -- fair value II. Non-sustaining 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 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 156 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 investment (the concrete project is declared in addition); domestic Shenzhen Guosheng commerce, supply Energy Investment and marketing Shenzhen RMB 446,800,000 11.52% 11.52% Development Co., materials (excluding Ltd. monopolized commodities, and commodity under special government control) Explanation on parent company of the enterprise Ultimate controller of the Company is Ji Hanfei Other explanation: Nil 2. Subsidiary of the Enterprise Found more in Note IX-1 3. Cooperative enterprise and joint venture Found more in Note IX-3 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 157 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 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 Nil 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 Nil (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 158 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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) 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 1,556,687.00 1,840,900.00 (8) Other related transactions Nil 159 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 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 Nil 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 160 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 5. Other Nil XIV. Commitment or contingency 1. Important commitments Important commitments in balance sheet date Nil 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 Nil 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 3. Sales return Nil 4. Other events after balance sheet date Nil 161 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 Nil 3. Assets replacement (1) Non-monetary assets change Nil (2) Other assets replacement Nil 4. Pension plan Nil 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 Nil 162 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 6. Segment (1) Recognition basis and accounting policy for reportable segment Nil (2) Financial information for reportable segment In RMB Item Offset between segments Total (3) The company has no reportable segments, or unable to disclose total assts and total liability for reportable segments, explain reasons Nil (4) Other explanation Nil 7. Major transaction and events makes influence on investor’s decision Nil 8. Other 1. Instructions for continuing operations 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. 163 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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. 2. Proposed non-public issue of shares for purpose of assets acquisition in 2016 In July 2016, the Company started to plan a non-public issue of shares with proceeds to be utilized to acquire material assets. The Plan on Non-public Issue of A shares in 2016 was considered and approved by the Board of the Company. Based on the due diligence, audit, assessment and business negation with intermediates, taking into account the conditions of capital market and actual conditions of the Company, the Board of the Company considered and approved the Proposal Relating to Adjusting the Plan of non-public of A Shares and the Plan on Non-public Issue of A shares in 2016 (amended) in February 2017. According to the amended plan, the total proceeds to be raised from this non-public issue are estimated not to exceed RMB1.2 billion after deduction of issuance expense. Among which, RMB800 million is planned to be used in the “project of construction of intercom equipments and system platform for smart community buildings”, and RMB400 million is planned to be used in the “project of construction of online and offline sales platform and R&D center for sport experiences”. For additional details, please refer to the announcement issued by the Board on behalf of the Company. As at the date approving issuance of the audited report, this proposal is still pending for approval from the general meeting. 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 Total 0.00 0.00% 0.00 0.00% 0.00 0.00% 0.00 0.00% 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 164 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 (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 -- Nil (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 165 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 2. Other accounts receivable (1) Classification In RMB Ending balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Type Book Accrual Accrual Book value Amount Ratio Amount value Amount Ratio Amount ratio ratio Other account receivable with single major amount 9,113,68 9,113,689 12,397, 12,397,333. 97.32% 98.55% and withdrawal bad 9.74 .74 333.29 29 debt provision for single item Other receivables with bad debt 251,150. 250,396.5 182,762 2.68% 753.45 0.30% 1.45% 548.29 0.30% 182,213.71 provision accrual by 00 5 .00 credit portfolio 9,364,83 9,364,086 12,580, 12,579,547. Total 100.00% 753.45 0.01% 100.00% 548.29 0.01% 9.74 .29 095.29 00 Other receivable with single significant amount and withdrawal bad debt provision separately at end of period √ Applicable □ Not applicable In RMB Closing balance Other receivables (unit) Other receivables Provision for bad debt Accrue ratio Accrue reason Shenzhen Emmelle 9,113,689.74 Industrial Co., Ltd. Total 9,113,689.74 -- -- 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 68,388.00 205.16 0.30% Subtotal of within one year 68,388.00 205.16 0.30% 1-2 year 182,762.00 548.29 0.30% 166 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 Total 251,150.00 753.45 0.30% 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 205.16 Yuan; collected or reversed 0 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 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 Current money 9,113,689.74 12,397,333.29 Margin or deposit 239,750.00 182,762.00 Equipment amount 11,400.00 Total 9,364,839.74 12,580,095.29 167 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 (5) Top 5 other receivables at ending balance by arrears party In RMB Ratio in total Ending balance of Company Nature Ending balance Book age ending balance of bad bet provision other receivables Shenzhen Emmelle Current money 9,113,689.74 Within one year 97.32% Industrial Co., Ltd. Shenzhen Materials Margin or deposit 135,723.00 0-2 year 1.45% 407.17 Group Co., Ltd. Shenzhen Anjingheng Margin or deposit 90,100.00 1-2 year 0.96% 270.30 Industrial Co. Ltd. Shenzhen Baifanghe Property Margin or deposit 13,627.00 1-2 year 0.15% 40.88 Co., Ltd. Shenzhen Hongkang Equipment Instrument 11,400.00 Within one year 0.12% 34.20 amount Technology Co., Ltd. Total -- 9,364,539.74 -- 100.00% 752.55 (6) Account receivable with government subsidy involved In RMB Time, amount and basis Company Item Ending balance Ending book age for money collected 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 168 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 1,400,000.00 1,389,620.27 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 0.00 0.00 1,400,000.00 0.00 1,389,620.27 (2) Investment for associates and joint venture In RMB +,- Ending Other Cash Investme balance Additiona comprehe dividend Opening nt gains Other Ending of Company l Capital nsive or profit Impairme balance recognize equity Other balance impairme 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 Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (3) Other explanation Nil 169 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 3,098,499.93 841,722.06 3,150,841.97 1,151,379.27 Total 3,098,499.93 841,722.06 3,183,534.28 1,183,430.55 Other explanation: Nil 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 Gains/losses from the disposal of -11,450.00 non-current asset Other non-operating income and expenditure 595,720.77 except for the aforementioned items Less: Impact on income tax 5,201.21 Impact on minority shareholders’ equity 4,681.08 Total 574,388.48 -- 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 170 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 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 19.93% 0.0047 0.0047 stockholders of the Company Net profits belong to common stock stockholders of the Company after 15.53% 0.0037 0.0037 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 171 深圳中华自行车(集团)股份有限公司 2016 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 2016. 172