Chongqing Jianshe Motorcycle Co., Ltd. The 1st Quarterly Report 2013 Full Text Chongqing Jianshe Motorcycle Co., Ltd. The 1st Quarterly Report 2013 Full Text 2013-043 April 2013 1 Chongqing Jianshe Motorcycle Co., Ltd. The 1st Quarterly Report 2013 Full Text Chapter I. Important Statement The Board of Directors, the Supervisory Committee, the directors, the supervisors and the executives of the Company guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report. Mr. Li Huaguang, the Legal Representative of the Company, Mr. Teng Feng, the Financial Officer, Mr. Liao Jian, the manager of accounting department, hereby declare: the truthfulness and completeness of the Financial Report are guaranteed. Directors other than the followings presented at the Board Meeting on which this report was examined: Reason for not presenting the Name of the director absented Position Name of consignee meeting Cheng Yuanwei Independent Director On business travel Yu Jianfeng Hao Lin Director On business travel Tang Wenquan 2 Chongqing Jianshe Motorcycle Co., Ltd. The 1st Quarterly Report 2013 Full Text Chapter II. Financial Highlights and Change of Shareholders I. Major Financial Data and Indicies Was there any retrospective adjustment or restatement [] Yes [V] No Increase/decrease Jan-Mar 2013 Jan-Mar 2012 (%) Turnover (RMB) 468,098,750.47 497,268,915.22 -5.87% Net profit attributable to shareholders of the listed company (yuan) -17,380,296.75 513,249.06 -3,486.33% Net profit attributable to the shareholders of the listed company and after -17,870,082.48 519,844.05 -3,537.59% deducting of non-recurring gain/loss(RMB) Net Cash flow generated by business operation (RMB) 39,113,297.55 -1,796,793.31 2,276.84% Basic earnings per share (Yuan/share) -0.036 0.001 -3,700% Diluted earnings per share (Yuan/share) -0.036 0.001 -3,700% Weighted average net -13.9% 0.18% -14.08% income/asset ratio (%) Mar 31 2013 Dec 31 2012 Changed by (%) Gross Assets (RMB) 2,995,040,390.99 2,885,170,689.64 3.81% Net asset attributable to owners of the PLC 125,061,954.35 142,442,251.09 -12.2% Non-recurring gain/loss items and amounts [V] Applicable Not applicable In RMB Yuan Amount of the period from the Items beginning of year to the end of Remarks report term Gains and losses included in the current period of government subsidies, excluding those government grants which are closely related to normal business and in line with national 480,289.17 policy , or in accordance with fixed standards or quantities Other gain/loss items satisfying the definition of non-recurring gain/loss account 9,496.56 Total 489,785.73 -- 3 Chongqing Jianshe Motorcycle Co., Ltd. The 1st Quarterly Report 2013 Full Text II. Total of shareholders and top-10 holders of current shares at end of period in shsares Total shareholders at the end of the report period 15,284 Top 10 Shareholders Share Amount of Frozen or pledged Amount of Name of the shareholder Properties of shareholder proportion unconditional shares Status of shares Amount (%) held shares China Southern Industry Group State-owned legal person 71.13% 339,625,000 339,625,000 Co., Ltd. Gu Zuocheng Domestic natural person 1.89% 9,044,000 8,875,000 Domestic Anhui Hengsheng Economic non-state-owned legal 1.46% 7,000,000 7,000,000 Development Group Co., Ltd. person Feng Yonghui Domestic natural person 0.42% 2,000,000 2,000,000 Shanghai Hong Kong Wanguo Overseas legal person 0.27% 1,271,001 Securities Wang Chuxin Domestic natural person 0.22% 1,050,000 Chen Hanjie Domestic natural person 0.13% 630,000 Huang Lianna Domestic natural person 0.11% 539,800 Cai Yugui Domestic natural person 0.11% 530,300 Peng Daqiang Domestic natural person 0.09% 470,849 Top 10 holders of unconditional shares Amount of shares without trade limited Category of shares Name of the shareholder conditions Category of shares Amount Shanghai Hong Kong Wanguo Foreign shares placed in domestic 1,271,001 1,271,001 Securities exchange Foreign shares placed in domestic Wang Chuxin 1,050,000 1,271,001 exchange Foreign shares placed in domestic Chen Hanjie 630,000 630,000 exchange Foreign shares placed in domestic Huang Lianna 539,800 539,800 exchange Foreign shares placed in domestic Cai Yugui 530,300 530,300 exchange Foreign shares placed in domestic Peng Daqiang 470,849 432,201 exchange Foreign shares placed in domestic Fang Hongzhen 432,201 432,201 exchange Foreign shares placed in domestic Li Mingya 424,400 424,400 exchange Foreign shares placed in domestic Luo Hongbo 400,000 400,000 exchange Foreign shares placed in domestic Zhu Gengxin 391,811 391,811 exchange Notes to relationship or “action in It was not to the information of the Company that whether there was any related relationship concert” among the top ten or action-in-concert among the top 10 unconditional current share holders, and the top 10 shareholders. shareholders. 4 Chongqing Jianshe Motorcycle Co., Ltd. The 1st Quarterly Report 2013 Full Text Chapter III. Significant Issues I. Particulars and causations of material change in major accounting items and indices None II. Analyze of significant issues and solutions To keep the Company listed in the stock exchange, and for the interest of investors, the Board of Directors adopted the Stock Drawing Back Plan and approved at the 1st provisional shareholders’ meeting 2013 thereafter. Namely the Company’s stock will be drawn back on 4:1 basis. After the plan was implemented, the total capital share of the Company would be reduced from 477,500,000 shares (yuan) down to 119,375,000 shares (yuan). This issue is now in announcement period for the creditors. Summary of material issues Date of disclosure Index of provisional announcement Resolutions of the 9th Meeting of the 6th Term of Board Jan 25 2013 www.cninfo.com.cn Announcement on stock drawing back plan Jan 25 2013 www.cninfo.com.cn Resolutions of the 1st provisional shareholders’ meeeting 2013 Feb 23, 2013 www.cninfo.com.cn Announcement on progress of the stock drawing back plan Mar 6 2013 www.cninfo.com.cn Ammouncement of capital draw back by foreign investors Mar 6 2013 www.cninfo.com.cn The secondary announcement on capital draw back Mar 21, 2013 www.cninfo.com.cn The tertiary announcement on capital draw back April 9 2013 www.cninfo.com.cn IV. Reception of investigation, commmunication, or visiting in report period Type of Time/date Place Way Visitors Main content involved and material provided visitors Q: When stock trading will be restored after implementation of the stock draw back plan? A: Implementation of the plan will be Investors of Jan 25 The Telephone following legal procedures such as examination by the Individual the 2013 Company communication shareholders’ meeting, information to creditors, amending of Company Articles of Association, and reporting to the authorities. Please follow the announcement issued by the Company. Q: What is the influence of stock draw back? A: Implementation of Investors of this plan will not make any better to the Company’s business March 26, The Telephone Individual the operation. However the executives of the Company will do their 2013 Company communication Company best to improve production composition, increase competition, and overall operation of the Company. Investors of Apr 11 The Telephone Q: When will stock restored? A: Please follow the announcement Individual the 2013 Company communication issued by the Company. Company 5 Chongqing Jianshe Motorcycle Co., Ltd. The 1st Quarterly Report 2013 Full Text Chapter IV. Financial Statements I. Financial Statements 1. Consolidated Balance Sheet Prepared by: Chongqing Jianshe Motorcycle Co., Ltd. In RMB Yuan Items Closing balance Openning balance Current asset: Monetary capital 574,786,470.27 456,794,093.39 Settlement provision Outgoing call loan Transactional financial assets Notes receivable 71,611,871.77 74,465,864.34 Account receivable 272,717,100.43 288,659,903.69 Prepayment 62,916,261.59 49,946,177.48 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Dividend receivable Other account receivable 31,753,845.43 36,132,451.85 Repurchasing of financial assets Inventories 301,923,096.30 290,979,725.84 Non-current asset due in 1 year Other current asset Total of current asset 1,315,708,645.79 1,196,978,216.59 Non-current assets Disburse of consigned loans Sellable financial asset Expired investment in possess Long-term receivable Long-term share equity investment 676,299,632.86 683,560,523.11 Investment real estates Fixed assets 809,032,326.48 825,584,794.37 Construction in process 19,200,371.43 15,642,058.43 Engineering goods Fixed asset disposal 18,653.97 Production physical assets Gas & petrol Intangible assets 125,605,774.40 118,116,994.56 R&D expense 35,350,577.50 30,641,485.76 Goodwill Long-term amortizable expenses 9,884,554.21 10,706,762.47 Deferred income tax asset 3,123,854.35 3,123,854.35 Other non-current asset 816,000.00 816,000.00 Total of non-current assets 1,679,331,745.20 1,688,192,473.05 Total of assets 2,995,040,390.99 2,885,170,689.64 Current liabilities Short-term loans 802,425,676.45 756,115,520.89 Loan from Central Bank Deposit received and hold for others Call loan received Transactional financial liabilities Notes payable 878,788,775.00 768,980,000.00 Account payable 545,965,223.11 502,109,222.01 6 Chongqing Jianshe Motorcycle Co., Ltd. The 1st Quarterly Report 2013 Full Text Advances received 50,657,634.54 90,756,705.60 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 1,704,619.82 2,014,669.47 Tax payable 121,664,777.04 115,199,322.99 Interest payable Dividend payable Other account payable 38,063,144.11 26,566,279.30 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year 297,700,000.00 231,500,000.00 Other current liability Total of current liability 2,736,969,850.07 2,493,241,720.26 Non-current liabilities Long-term borrowings 129,500,000.00 246,200,000.00 Bond payable Long-term payable Special payable 738,000.00 738,000.00 Anticipated liabilities Deferred income tax liability Other non-recurring liabilities Total of non-current liabilities 130,238,000.00 246,938,000.00 Total of liability 2,867,207,850.07 2,740,179,720.26 Owners’ equity (or shareholders’ equity) Capital paid in (or share capital) 477,500,000.00 477,500,000.00 Capital reserves 602,880,517.59 602,880,517.59 Less: Shares in stock Special reserves Surplus reserves 125,686,000.00 125,686,000.00 Common risk provision Retained profit -1,081,004,563.24 -1,063,624,266.50 Different of foreign currency translation Total of owner’s equity belong to the parent company 125,061,954.35 142,442,251.09 Minor shareholders’ equity 2,770,586.57 2,548,718.29 Total of owners’ equity (or shareholders’ equity) 127,832,540.92 144,990,969.38 Total of liability and shareholders’ equity (or owners’ equity) 2,995,040,390.99 2,885,170,689.64 Legal representative: Li Huaguang CFO: Teng Feng Accounting Manager: Liao Jian 2. Balance Sheet of the Parent Company Prepared by: Chongqing Jianshe Motorcycle Co., Ltd. In RMB Yuan Items Closing balance Openning balance Current asset: Monetary capital 102,442,766.69 98,471,012.44 Transactional financial assets Notes receivable 21,998,291.17 41,601,148.48 Account receivable 25,854,913.17 31,772,300.19 Prepayment 17,234,700.53 22,300,611.50 Interest receivable Dividend receivable Other account receivable 148,895,990.45 60,256,620.47 Inventories 75,692,706.56 75,514,644.92 Non-current asset due in 1 year Other current asset Total of current asset 392,119,368.57 329,916,338.00 Non-current assets 7 Chongqing Jianshe Motorcycle Co., Ltd. The 1st Quarterly Report 2013 Full Text Sellable financial asset Expired investment in possess Long-term receivable Long-term share equity investment 824,944,160.74 832,205,050.99 Investment real estates Fixed assets 633,042,594.17 645,043,821.42 Construction in process 5,538,779.13 10,694,018.19 Engineering goods Fixed asset disposal Production physical assets Gas & petrol Intangible assets 103,968,501.75 96,431,840.98 R&D expense 35,350,577.50 30,641,485.76 Goodwill Long-term amortizable expenses 2,734,679.65 3,211,035.43 Deferred income tax asset Other non-current asset Total of non-current assets 1,605,579,292.94 1,618,227,252.77 Total of assets 1,997,698,661.51 1,948,143,590.77 Current liabilities Short-term loans 628,500,000.00 560,500,000.00 Transactional financial liabilities Notes payable 253,000,000.00 273,000,000.00 Account payable 510,479,032.62 468,248,185.25 Advances received 1,567,949.58 6,669,564.17 Employees’ wage payable 1,004,075.63 1,130,732.50 Tax payable 123,801,850.49 125,615,885.22 Interest payable Dividend payable Other account payable 51,687,370.94 35,004,640.44 Non-current liability due in 1 year 98,500,000.00 100,500,000.00 Other current liability Total of current liability 1,668,540,279.26 1,570,669,007.58 Non-current liabilities Long-term borrowings 45,000,000.00 92,000,000.00 Bond payable Long-term payable Special payable 738,000.00 738,000.00 Anticipated liabilities Deferred income tax liability Other non-recurring liabilities Total of non-current liabilities 45,738,000.00 92,738,000.00 Total of liability 1,714,278,279.26 1,663,407,007.58 Owners’ equity (or shareholders’ equity) Capital paid in (or share capital) 477,500,000.00 477,500,000.00 Capital reserves 600,940,294.29 600,940,294.29 Less: Shares in stock Special reserves Surplus reserves 125,686,000.00 125,686,000.00 Common risk provision Retained profit -920,705,912.04 -919,389,711.10 Different of foreign currency translation Total of owners’ equity (or shareholders’ equity) 283,420,382.25 284,736,583.19 Total of liability and shareholders’ equity (or owners’ equity) 1,997,698,661.51 1,948,143,590.77 Legal representative: Li Huaguang CFO: Teng Feng Accounting Manager: Liao Jian 3. Consolidated Income Statement Prepared by: Chongqing Jianshe Motorcycle Co., Ltd. In RMB Yuan 8 Chongqing Jianshe Motorcycle Co., Ltd. The 1st Quarterly Report 2013 Full Text Amount of the Current Amount of the Previous Items Term Term I. Total revenue 468,098,750.47 497,268,915.22 Incl. Business income 468,098,750.47 497,268,915.22 Interest income Insurance fee earned Fee and commission received II. Total business cost 493,956,074.41 506,833,102.94 Incl. Business cost 401,323,991.36 420,220,825.52 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Net insurance policy reserves provided Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 4,610,215.52 6,325,629.42 Sales expense 31,523,925.75 26,405,955.49 Administrative expense 36,706,981.39 32,856,037.00 Financial expenses 19,790,960.39 21,024,655.51 Asset impairment loss Plus: gains from change of fair value (“-“ for loss) Investment gains (“-“ for loss) 8,209,109.75 10,102,000.05 Incl. Investment gains from affiliates 8,209,109.75 10,102,000.05 Exchange gains (“-“ for loss) III. Operational profit (“-“ for loss) -17,648,214.19 537,812.33 Plus: non-operational income 505,719.17 137,854.75 Less: non-operational expenditure 15,933.44 144,449.74 Incl. Loss from disposal of non-current assets 64,685.54 IV. Gross profit (“-“ for loss) -17,158,428.46 531,217.34 Less: Income tax expenses V. Net profit (“-“ for net loss) -17,158,428.46 531,217.34 Including: Net profit realized by the entity taken over before the takover Net profit attributable to the owners of parent company -17,380,296.75 513,249.06 Minor shareholders’ equity 221,868.29 17,968.28 VI. Earnings per share: -- -- (I) Basic earnings per share -0.036 0.001 (II) Diluted earnings per share -0.036 0.001 VII. Other misc. incomes 0.00 0.00 VIII. Total of misc. incomes -17,158,428.46 531,217.34 Total of misc. incomes attributable to the owners of the parent -17,380,296.75 513,249.06 company Total misc gains attributable to the minor shareholders 221,868.29 17,968.28 Legal representative: Li Huaguang CFO: Teng Feng Accounting Manager: Liao Jian 4. Income Statement of the Parent Co. Prepared by: Chongqing Jianshe Motorcycle Co., Ltd. In RMB Yuan Items Amount of the Current Term Amount of the Previous Term I. Turnover 391,682,247.43 473,862,253.87 Less: Operation cost 351,811,982.33 435,823,756.69 Business tax and surcharge 4,295,693.16 5,776,111.43 Sales expense 3,894,260.85 4,476,695.63 Administrative expense 26,458,086.52 25,255,218.35 Financial expenses 14,772,185.26 16,200,707.98 Asset impairment loss Plus: gains from change of fair value (“-“ for loss) 9 Chongqing Jianshe Motorcycle Co., Ltd. The 1st Quarterly Report 2013 Full Text Investment gains (“-“ for loss) 8,209,109.75 10,102,000.05 Incl. Investment gains from affiliates 8,209,109.75 10,102,000.05 II. Operational profit (“-“ for loss) -1,340,850.94 -3,568,236.16 Plus: Non business income 24,650.00 123,113.81 Less: Non-business expenses 0.00 0.00 Incl. Loss from disposal of non-current assets III. Total profit (“-“ for loss) -1,316,200.94 -3,445,122.35 Less: Income tax expenses IV. Net profit (“-“ for net loss) -1,316,200.94 -3,445,122.35 V. Earnings per share -- -- (I) Basic earnings per share -0.003 -0.007 (II) Diluted earnings per share -0.003 -0.007 VI. Other misc gains VII. Total of integrated income -1,316,200.94 -3,445,122.35 Legal representative: Li Huaguang CFO: Teng Feng Accounting Manager: Liao Jian 5. Consolidated Cash Flow Statement Prepared by: Chongqing Jianshe Motorcycle Co., Ltd. In RMB Yuan Amount of the Current Amount of the Previous Items Term Term I. Net cash flow from business operation Cash received from sales of products and providing of services 368,843,069.68 297,088,118.69 Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter-bank loans from other financial bodies Cash received against original insurance contract Net cash received from reinsurance business Net increase of client deposit and investment Net increase of trade financial asset disposal Cash received as interest, processing fee, and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax returned 4,744,085.05 533,919.09 Other cash received from business operation 3,650,337.00 8,832,699.16 Sub-total of cash inflow from business activities 377,237,491.73 306,454,736.94 Cash paid for purchasing of merchandise and services 252,250,536.42 221,240,996.22 Net increase of client trade and advance Net increase of savings in central bank and brother company Cash paid for original contract claim Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid for staffs 60,948,632.60 55,242,361.44 Taxes paid 6,619,425.77 10,527,582.86 Other cash paid for business activities 18,305,599.39 21,240,589.73 Sub-total of cash outflow from business activities 338,124,194.18 308,251,530.25 Cash flow generated by business operation, net 39,113,297.55 -1,796,793.31 II. Cash flow generated by investing Cash received from investment retrieving 1,181.71 Cash received as investment profit 15,470,000.00 Net cash retrieved from disposal of fixed assets, intangible assets, and 1,850.00 0.00 other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received 3,036.29 8,032,183.06 Sub-total of cash inflow due to investment activities 15,476,068.00 8,032,183.06 Cash paid for construction of fixed assets, intangible assets and other 5,024,468.55 28,658,159.53 long-term assets Cash paid as investment 0.00 Net increase of loan against pledge 10 Chongqing Jianshe Motorcycle Co., Ltd. The 1st Quarterly Report 2013 Full Text Net cash received from subsidiaries and other operational units Other cash paid for investment activities 0.00 Sub-total of cash outflow due to investment activities 5,024,468.55 28,658,159.53 Net cash flow generated by investment 10,451,599.45 -20,625,976.47 III. Cash flow generated by financing Cash received as investment Incl. Cash received as investment from minor shareholders Cash received as loans 340,400,000.00 479,172,309.94 Cash received from bond placing Other financing-related cash received 7,613,258.20 58,657,456.50 Subtotal of cash inflow from financing activities 348,013,258.20 537,829,766.44 Cash to repay debts 344,589,646.80 403,324,856.00 Cash paid as dividend, profit, or interests 24,291,572.94 24,255,209.07 Incl. Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities 11,578,436.32 127,641,539.64 Subtotal of cash outflow due to financing activities 380,459,656.06 555,221,604.71 Net cash flow generated by financing -32,446,397.86 -17,391,838.27 IV. Influence of exchange rate alternation on cash and cash equivalents -516,713.01 31,217.22 V. Net increase of cash and cash equivalents 16,601,786.13 -39,783,390.83 Plus: Balance of cash and cash equivalents at the beginning of term 81,609,913.40 161,078,406.88 VI. Balance of cash and cash equivalents at the end of term 98,211,699.53 121,295,016.05 Legal representative: Li Huaguang CFO: Teng Feng Accounting Manager: Liao Jian 6. Cash Flow Statement of the Parent Co. Prepared by: Chongqing Jianshe Motorcycle Co., Ltd. In RMB Yuan Amount of the Current Amount of the Previous Items Term Term I. Net cash flow from business operation Cash received from sales of products and providing of services 284,825,619.91 255,053,972.80 Tax returned 1,454,511.94 219,492.94 Other cash received from business operation 61,588.15 816,271.67 Sub-total of cash inflow from business activities 286,341,720.00 256,089,737.41 Cash paid for purchasing of merchandise and services 215,579,824.42 184,347,140.56 Cash paid to staffs or paid for staffs 46,270,023.08 43,207,952.52 Taxes paid 5,374,648.05 8,843,916.16 Other cash paid for business activities 5,069,341.34 4,217,896.15 Sub-total of cash outflow from business activities 272,293,836.89 240,616,905.39 Cash flow generated by business operation, net 14,047,883.11 15,472,832.02 II. Cash flow generated by investing Cash received from investment retrieving Cash received as investment profit 15,470,000.00 Net cash retrieved from disposal of fixed assets, intangible assets, and 0.00 other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received 3,036.29 8,003,127.98 Sub-total of cash inflow due to investment activities 15,473,036.29 8,003,127.98 Cash paid for construction of fixed assets, intangible assets and other 4,211,468.55 27,493,380.30 long-term assets Cash paid as investment Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to investment activities 4,211,468.55 27,493,380.30 Net cash flow generated by investment 11,261,567.74 -19,490,252.32 III. Cash flow generated by financing Cash received as investment Cash received as loans 288,000,000.00 360,000,000.00 Cash received from bond placing Other financing-related cash received 804,010,904.05 518,467,863.80 11 Chongqing Jianshe Motorcycle Co., Ltd. The 1st Quarterly Report 2013 Full Text Subtotal of cash inflow from financing activities 1,092,010,904.05 878,467,863.80 Cash to repay debts 269,000,000.00 380,220,000.00 Cash paid as dividend, profit, or interests 17,312,019.09 15,832,544.60 Other cash paid for financing activities 827,038,114.47 473,036,700.00 Subtotal of cash outflow due to financing activities 1,113,350,133.56 869,089,244.60 Net cash flow generated by financing -21,339,229.51 9,378,619.20 IV. Influence of exchange rate alternation on cash and cash equivalents 0.00 0.00 V. Net increase of cash and cash equivalents 3,970,221.34 5,361,198.90 Plus: Balance of cash and cash equivalents at the beginning of term 51,835,684.99 92,026,931.24 VI. Balance of cash and cash equivalents at the end of term 55,805,906.33 97,388,130.14 Legal representative: Li Huaguang CFO: Teng Feng Accounting Manager: Liao Jian II. Auditors’ Report If the 1st Quarterly Financial Statements are audited? [] Yes [V] No Chongqing Jianshe Motorcycle Co., Ltd. Li Huaguang - Chairman of the Board April 24, 2013 12