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建摩B:2015年第三季度报告正文(英文版)2015-10-30  

						                                                重庆建设摩托车股份有限公司 2015 年第三季度报告正文



Stock code: 200054    Stock Abbreviation: Jianmo B    Announcement No.: 2015-079




                Chongqing Jianshe Motorcycle Co., Ltd.



                      The 3rd Quarterly Report 2015




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                                                                         重庆建设摩托车股份有限公司 2015 年第三季度报告正文



1 Important notes

The Board of Directors,the Supervisory Committee, the directors, the supervisors, and executives of the Company guarantee that
there are no significant omissions, fictitious or misleading statements carried in the Quarterly Report and we will accept individual
and joint responsibilities for the truthfulness, accuracy and completeness of the Quarterly Report.

      Directors other than the following ones have attended the board meeting to review the interim report.
    Name of absent director          Position of absent director                Reason                       Name of proxy

Li Huaguang                       Board chairman                   Business trip                      Lv Hongxian

Mr. Li Huaguang, The Company Leader, Mr.Teng Feng , Chief financial officer and the Mr.Liao Jian, the person in charge of the
accounting department (the person in charge of the accounting )hereby confirm the authenticity and completeness of the financial
report enclosed in the report.




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                                                                         重庆建设摩托车股份有限公司 2015 年第三季度报告正文




II.Main financial data and changes of shareholders

(1)Main accounting data and financial Index

Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not.
□ Yes √ No

                                                                                          As at the end of last Changed (%)over end
                                         As at the end of the reporting period
                                                                                                  year                of prev. year

Gross assets(RMB)                                                  2,560,006,751.21        2,389,211,010.43                     7.15%

Net assets attributable to the
shareholders of the listed                                             -118,486,362.06          17,321,196.61                 -784.05%
company(RMB)

                                                                Increase/decrease over Between beginning of
                                                                                                                    Changed (%)over
                                      Reporting period          the same period of last the year to the end of
                                                                                                                      end of prev. year
                                                                     year(%)               the report period

Operating income(RMB)                        303,960,771.84                   -21.50%        1,023,616,474.31                  -23.29%

Net profit attributable to the
shareholders of the listed                     -64,918,870.00                   63.20%          -135,807,558.67                   36.32%
company(RMB)

Net profit after deducting of
non-recurring gain/loss
                                               -72,484,859.14                   80.78%          -144,247,406.23                   48.71%
attributable to the shareholders
of listed company(RMB)

Cash flow generated by
                                               --                         --                         -726,746.51                -100.49%
business operation, net(RMB)

Basic earning per
                                                      -0.5438                   63.20%                    -11,377                -30.31%
share(RMB/Share)

Diluted gains per
                                                      -0.5438                   63.20%                    -11,377                -30.31%
share(RMB/Share)(RMB/Share)

Weighted average income/asset
                                                    128.34%                    -167.68%                  268.49%                -367.02%
ratio(%)

Items and amount of non-current gains and losses


√Applicable □Not applicable
                                                                                                                                 In RMB



                                                                                          Amount (Year-beginning to
                                       Items                                                                                 Notes
                                                                                          the end of the report period.)


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                                                                           重庆建设摩托车股份有限公司 2015 年第三季度报告正文


Non-current asset disposal gain/loss(including the write-off part for which assets
                                                                                                            3,222,154.87
impairment provision is made)

Govemment subsidy recognized in current gain and loss(excluding those closely
                                                                                                            1,182,000.00
related to the Company’s business and granted under the state’s policies)

Gains and losses from exchange of non-monetary assets                                                        205,148.13

Other non-business income and expenditures other than the above                                             3,830,544.56

Total                                                                                                       8,439,847.56         --

For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on information disclosure for
Companies Offering their Securities to the Public-Non-recurring Gains and Losses and its non-recurring gain/loss items as illustrated
in the Explanatory Announcement No.1 on information Disclosure for Companies offering their securities to the public-non-recurring
Gains and losses which have been defined as recurring gains and losses, it is necessary to explain the reason.
□ Applicable√ Not applicable
None of Non-recurring gain /loss items recognized as recurring gain /loss/items as defined by the information disclosure explanatory
Announcement No.1- Non –recurring gain/loss in the report period.
(II) Total number of shareholders and shareholding of top 10 shareholders by the end of the report period


(1) Total number of common shareholders and shareholding of top 10 common shareholders by the end of the report period


                                                                                                                                 In Shares

Total number of shareholders at the
                                                                                                                                      8,994
end of report period

                                           Particular about shares held by top ten shareholders

                                                                                           Amount of tradable     Pledging or freezing
                                      Properties of           Share
        Shareholder name                                                      Quantity        shares with        Status of the
                                       shareholder        proportion %                                                           Quantity
                                                                                           Conditional   held       shares

China Southern Industry Group State-owned legal
                                                                 71.13%       84,906,250           84,906,250
Co., Ltd.                         person

                                  Domestic natural
Gu Zuocheng                                                       1.89%        2,261,000            2,218,750
                                   person

                                  Domestic
Anhui Hengsheng Economic
                                  non-state-owned                 1.47%        1,750,000            1,750,000
Development Group Co., Ltd.
                                  legal person

                                  Domestic natural
Feng Yonghui                                                      0.42%         500,000               500,000
                                   perosn

                                  Domestic natural
Liu Dan                                                           1.07%        1,276,001                     0
                                   person

Shanghai Hong Kong Wanguo         Overseas legal
                                                                  0.56%         670,500                      0
Securities                        person

Chen Xinqiang                     Domestic natural                0.56%         663,252                      0


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                                                                          重庆建设摩托车股份有限公司 2015 年第三季度报告正文


                                  person

                                 Domestic natural
Xu Yuanhui                                                        0.39%     460,789                       0
                                 person

                                 Domestic natural
Feng Yongxia                                                      0.32%     387,175                       0
                                 person

                                 Domestic natural
Hu Zhihong                                                        0.31%     366,864                       0
                                 person

                                    Shareholding of top 10 shareholders of unrestricted shares

                                    Quantity of unrestricted                                 Share type
    Name of the shareholder       shares held at the end of the
                                                                                   Share type                         Quantity
                                          reporting period

Liu Dan                                                1,276,001 Foreign shares placed in domestic exchange                  1,276,001

Shanghai Hong Kong Wanguo
                                                         670,500 Foreign shares placed in domestic exchange                   670,500
Securities

Chen Xinqiang                                            663,252 Foreign shares placed in domestic exchange                   663,252

Xu Yuanhui                                               460,789 Foreign shares placed in domestic exchange                   460,789

Feng Yongxia                                             387,175 Foreign shares placed in domestic exchange                   387,175

Hu Zhihong                                               366,864 Foreign shares placed in domestic exchange                   366,864

Yu Lingfeng                                              350,525 Foreign shares placed in domestic exchange                   350,525

Zhang Huaian                                             330,000 Foreign shares placed in domestic exchange                   330,000

Xue Fang                                                 250,000 Foreign shares placed in domestic exchange                   250,000

He Lizhuan                                               242,025 Foreign shares placed in domestic exchange                   242,025

                                 There isn‘t any associated relationship between the sponsoring shareholder and the other
Explanation on associated        shareholders among the top-10 list. None of them are regarded as Acting in concert‘ in
relationship among the           accordance with The rules of information disclosure on change of shareholding.‘ Foreign
aforesaid shareholders           shareholders are unknown for their condition of Associated relationship‘ and Acting in
                                 concert‘.

Agreed re-purchasing by the Company’s top 10 shareholders of common shares and top 10 shareholders of
unconditional common shares in the report period
□ Yes √ No
No agreed re-purchasing is performed by the Company’s shareholders in the report period.


(2) Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of the
report period

□ Applicable√ Not applicable




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                                                                          重庆建设摩托车股份有限公司 2015 年第三季度报告正文


 III. Significant Issues



I. Particulars and causations of material change in major accounting items and indices



√ Applicable□ Not applicable

The main reason for the changes in the financial indicators of the Net asset profit attributable to the shareholders of the listed

company ,Net profit attributable to the shareholders of the listed company, Net profit after deducting of non-recurring gain/loss

attributable to the shareholders of listed company, Net Cash flow generated by business operation, Earning per share and

the net assets of the shareholders of the listed company is the decline in the size of the company's motorcycle business and the profit

loss due to the decrease in the investment income of the joint venture.


II. Analyze of significant issues and solutions


√ Applicable□ Not applicable

(1) Major litigation matters

On July 17, 2013, Ningbo Zhenghai Yongzheng Investment Co., Ltd. sued to Chongqing Municipal Fifth Intermediate People’s Court,

requesting Chongqing Motorcycle Co., Ltd. to bear the related discharge duty for the debt of RMB3.1943 million from Ningbo

Construction Motorcycle Manufacturing Co., Ltd. and assume the legal fare of this case on the grounds of Chongqing Motorcycle

Co., Ltd. and Sun Weibao unable to do liquidation for the subsidiary company - Ningbo Construction Motorcycle Manufacturing Co.,

Ltd.. The case was held on January 16th, 2014 and made the first judgment on May 22, 2014, and sentenced the company and Sun

Weibao to bear discharge duty for the debt of RMB3.1943 million and the legal fare of this case for RMB32400. After the first

judgment, the company believed that the facts of the court of first instance were not clear, and the application of the law was wrong,

and then the company sued to Chongqin Municipal Higher People’s Court on May 28, 2014 and the court accepted.

In 2014, the company has fully withdrawn the estimated debt of RMB3.2267 million according to the first judgment.

On August 30, 2015, Chongqin Municipal Higher People’s Court made the final judgment, withdrawn the civil judgment(2013)

Yu-Wu-Zhong-Fa-Min-Chu-Zi No.00637 by Chongqin Municipal Fifth Intermediate People’s Court, sentenced Sun Weibao to bear

the discharge duty for the debt of RMB3.1943 million from the plaintiff Yongzheng Investment in view of Ningbo Construction

Manufacturing, and assume the costs of the first and the second trials of this case, and rejected the sue made by Yongzheng

Investment to the company.

In the semi-annual period of 2014, the company has fully withdrawn the estimated debt for the total RMB3.2267 million according to

the judgment that was made by Chongqin Municipal Fifth Intermediate People’s Court on May 22,2014, and sentenced the company

and Sun Weibao to bear the discharge duty for the debt of RMB3.1943 million and the legal fare for the case of RMB32400.

Now the company has made accounting flush treatment to the previous withdrawn estimated debt in the third quarter of 2015

according to the civil judgment(2014) Yu-Gao-Fa-Min-Zhong- Zi No.00323 by Chongqin Municipal Higher People’s Court.


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                                                                        重庆建设摩托车股份有限公司 2015 年第三季度报告正文



(2) Major assets restructuring matters

The company intends to transfer the main assets and liabilities of motorcycles business to the controlling shareholder, namely, China

South Industries Group Corporation, and it’s estimated that the total amount of transferred assets accounts for more than 50% of the

total closing assets in the audited consolidated financial accounting report of the last fiscal year. According to the provisions of

“Management Measures of Major Asset Restructuring of Listed Company”, the assets transfer matter is made for the major assets

restructuring.




   Summary of material issues        Date of disclosure                      Index of provisional announcement



                                    July 12, 2014         Disclosure in announcement No. 2014-056 with Securities Times, Hong
Major litigation matters                                  Kong Commercial Daily, and www.cninfo.com.cn.

                                                          Disclosure in announcement No. 2014-067 with Securities Times, Hong
                                    September 9, 2015
                                                          Kong Commercial Daily, and www.cninfo.com.cn.

                                                          Another respectively in August 7, 2015, August 14, August 21, August 28,
                                                          September 8, September 15,September 22 and September 29 disclosed
Major assets restructuring matters July 31, 2015
                                                          restructuring progress in the "Securities Times", "Hong Kong Commercial
                                                          Daily" and www.cninfo.com.cn, Announcement No.
                                                          2015-048,049,051,052,053,066,068,071,072 and 074.


III.The commitments of the Company and its shareholders holding over 5% of the Company’s total shares in the report year of
extending to the report year from previous year.


□ Applicable √Not applicable
There was no commitments made by the company or shareholders holding over 5% of the company's shares in the reporting period or
such commitments carried down into the reporting period.




IV.Prediction of Business performance for 2015.


Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the
 warning of its material change compared with the corresponding period of the last year and explanation of reason.


□ Applicable √Not applicable


V. Security investments


□ Applicable √Not applicable
The Company did not have any security investments during the reporting period.




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                                                                           重庆建设摩托车股份有限公司 2015 年第三季度报告正文


VI. Equity interests held in other listed companies


□ Applicable √Not applicable
The Company did not hold any equity interests in other listed companies as at the end of the reporting period.


VII. Derivatives investments


□ Applicable √Not applicable
The Company did not have any derivative investments during the reporting period.


VIII. The registration form of acceptance of investigation, communication and interview in the report period for future reference


√ Applicable □ Not applicable

                         Place of        Manner of      Class of parties       Parties           Main topics of discussion and
 Date of reception
                         reception       reception      accommodated        accommodated             information provided

                                                                                           Q: Except for the asset sales of the
                                                                                           Company’s reorganization, does the
                                                                                           holding shareholder have the plan on
                                                                                           injecting good-quality assets to A Share
                                                                                           or B Share?
                                     Telephone                                             A: The Company’s reorganization only
August 7, 2015       The Company                       Individual          Investor
                                     communication                                         involves to the prime asset and the main
                                                                                           liability of the motorbike business
                                                                                           transferred to the holding shareholder. At
                                                                                           present, the Company has not known
                                                                                           whether the holding shareholder has
                                                                                           other related arrangements and plans.

                                                                                           Q: How is the progress of the Company’s
                                                                                           organization and when will the trading
                                                                                           resume?
                                                                                           A: At present, the independent financial
                                                                                           adviser, the special legal adviser, the
                                                                                           audit institution and the appraisal
                                                                                           institution hired by the Company are still
                                     Telephone
September 11,2015 The Company                          Individual          Investor        implementing due diligence, audit and
                                     communication
                                                                                           appraisal on the reorganization. The
                                                                                           company will continue to talk over with
                                                                                           related parties on asset transfer and fulfill
                                                                                           necessary processes of submission for
                                                                                           approval and deliberation. For the
                                                                                           resuming date , please follow the
                                                                                           information disclosed by the Company.




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