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 1 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. 2 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.) 3 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 4 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 5 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. 6 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. 7 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. 8