重庆建设摩托车股份有限公司 2015 年第三季度报告全文 Chongqing Jianshe Motorcycle Co., Ltd. The 3rd Quarterly Report 2015 2015-078 October 2015 1 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 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 年第三季度报告全文 II.Main financial data and changes of shareholders (I)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 Items Notes to the end of the report 3 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 period.) 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 related to 1,182,000.00 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 State-owned legal 71.13% 84,906,250 84,906,250 Group 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 person Domestic natural Liu Dan 1.07% 1,276,001 0 person Shanghai Hong Kong Wanguo Overseas legal 0.56% 670,500 0 Securities person 4 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 Domestic natural Chen Xinqiang 0.56% 663,252 0 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 shares Share type Name of the shareholder held at the end of the reporting Share type Quantity period Foreign shares placed in domestic Liu Dan 1,276,001 1,276,001 exchange Shanghai Hong Kong Wanguo Foreign shares placed in domestic 670,500 670,500 Securities exchange Foreign shares placed in domestic Chen Xinqiang 663,252 663,252 exchange Foreign shares placed in domestic Xu Yuanhui 460,789 460,789 exchange Foreign shares placed in domestic Feng Yongxia 387,175 387,175 exchange Foreign shares placed in domestic Hu Zhihong 366,864 366,864 exchange Foreign shares placed in domestic Yu Lingfeng 350,525 350,525 exchange Foreign shares placed in domestic Zhang Huaian 330,000 330,000 exchange Foreign shares placed in domestic Xue Fang 250,000 250,000 exchange Foreign shares placed in domestic He Lizhuan 242,025 242,025 exchange 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 aforesaid accordance with The rules of information disclosure on change of shareholding.‘ Foreign 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 5 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 □ 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 6 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 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. 7 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 (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, Major assets restructuring September 8, September 15,September 22 and September 29 disclosed July 31, 2015 matters 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. 8 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 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 Parties Place of Manner of Class of parties Main topics of discussion and Date of reception accommodate reception reception accommodated information provided d 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. 9 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 IV. Financial statement 1. Financial statement 1.Consolidated Balance sheet Prepared by : Chongqing Jianshe Motorcycle Co., Ltd. September 30,2015 In RMB Items Year-end balance Year-beginning balance Current asset: Monetary fund 426,448,112.12 192,918,049.28 Settlement provision Outgoing call loan Financial assets measured at fair value with variations accounted into current income account Derivative financial assets Bill receivable 91,418,432.48 45,673,753.36 Account receivable 217,570,042.43 255,013,689.72 Prepayments 54,682,386.05 23,181,893.00 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Dividend receivable Other account receivable 16,739,141.05 15,618,940.96 Repurchasing of financial assets Inventories 238,199,361.12 277,612,004.04 Assets held for sales Non-current asset due in 1 year Other current asset 16,022,433.81 20,102,069.93 Total of current assets 1,061,079,909.06 830,120,400.29 Non-current assets: Loans and payment on other’s behalf disbursed Disposable financial asset Expired investment in possess 10 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 Long-term receivable Long term share equity investment 674,090,253.88 686,110,128.77 Property investment Fixed assets 682,072,958.06 715,930,693.00 Construction in progress 8,406,907.08 16,315,153.10 Engineering material Fixed asset disposal 23,606.70 Production physical assets Gas & petrol Intangible assets 81,053,108.53 92,488,110.55 R & D petrol 40,618,461.76 36,689,261.07 Goodwill Long-germ expenses to be amortized 8,905,417.02 7,801,134.53 Differed income tax asset 3,756,129.12 3,756,129.12 Other non-current asset Total of non-current assets 1,498,926,842.15 1,559,090,610.14 Total of assets 2,560,006,751.21 2,389,211,010.43 Current liabilities Short-term loans 646,300,000.00 803,500,000.00 Loan from Central Bank Deposit received and hold for others Call loan received Financial liabilities measured at fair value with variations accounted into current income account Derivative financial liabilities Bill payable 1,033,861,795.00 560,011,000.00 Account payable 591,591,566.10 588,221,381.72 Advance payment 29,048,663.05 19,883,635.95 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 6,645,057.30 3,068,735.80 Tax payable 132,982,916.96 136,504,668.13 Interest payable Dividend payable 11 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 Other account payable 11,767,478.37 24,887,424.31 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Liabilities held for sales Non-current liability due in 1 year 80,500,000.00 111,000,000.00 Other current liability Total of current liability 2,532,697,476.78 2,247,076,845.91 Non-current liabilities: Long-term loan 144,990,000.00 121,000,000.00 Bond payable Including:preferred stock Sustainable debt Long-term payable Long-term payable employees’s remuneration Special payable Expected liabilities 3,226,654.00 Differed income Differed income tax liability Other non-current liabilities Total non-current liabilities 144,990,000.00 124,226,654.00 Total of liability 2,677,687,476.78 2,371,303,499.91 Owners’ equity Share capital 119,375,000.00 119,375,000.00 Other equity instrument Including:preferred stock Sustainable debt Capital reserves 960,515,317.59 960,515,317.59 Less:Shares in stock Other comprehensive income Special reserves Surplus reserves 125,686,000.00 125,686,000.00 Common risk provision 12 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 Undistributed profit -1,324,062,679.65 -1,188,255,120.98 Total of owner’s equity belong to the parent company -118,486,362.06 17,321,196.61 Minority shareholders’ equity 805,636.49 586,313.91 Total of owners’ equity -117,680,725.57 17,907,510.52 Total of liabilities and owners’ equity 2,560,006,751.21 2,389,211,010.43 Legal Representative: Li Huaguang Person in charge of accounting:Teng Feng Accounting Dept Leader: Liao Jian 2.Parent Company Balance Sheet In RMB Items At the end of term Beginning of term Current asset: Monetary fund 115,140,850.81 91,357,585.62 Financial assets measured at fair value with variations accounted into current income account Derivative financial assets Bill receivable 210,000.00 29,995,643.90 Account receivable 2,205,653.17 26,337,349.85 Prepayments 15,014,771.12 9,953,627.54 Interest receivable Dividend receivable Other account receivable 264,968,341.63 242,329,759.01 Inventories 53,469,887.14 63,334,869.40 Assets held for sales Non-current asset due in 1 year Other current asset 12,292,552.33 12,315,142.81 Total of current assets 463,302,056.20 475,623,978.13 Non-current assets: Disposable financial asset Expired investment in possess Long-term receivable Long term share equity investment 911,861,790.46 833,881,665.35 Property investment Fixed assets 487,217,924.71 580,792,688.69 Construction in progress 2,159,418.98 15,962,346.19 13 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets 68,966,399.77 80,167,159.69 R & D petrol 40,618,461.76 36,689,261.07 Goodwill Long-germ expenses to be amortized 3,658,666.54 2,420,539.48 Differed income tax asset Other non-current asset Total of non-current assets 1,514,482,662.22 1,549,913,660.47 Total of assets 1,977,784,718.42 2,025,537,638.60 Current liabilities Short-term loans 452,300,000.00 546,000,000.00 Financial liabilities measured at fair value with variations accounted into current income account Derivative financial liabilities Bill payable 359,004,000.00 240,011,000.00 Account payable 550,153,603.82 562,631,216.39 Advance payment 4,660,774.84 3,927,911.39 Employees’ wage payable 2,821,527.99 1,844,709.68 Tax payable 135,927,231.37 135,863,482.56 Interest payable Dividend payable Other account payable 249,146,732.34 203,369,913.46 Liabilities held for sales Non-current liability due in 1 year 16,000,000.00 28,000,000.00 Other current liability Total of current liability 1,770,013,870.36 1,721,648,233.48 Non-current liabilities: Long-term loan 120,000,000.00 114,000,000.00 Bond payable Including:preferred stock Sustainable debt 14 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 Long-term payable Employees’ wage Long-term payable Special payable Expected liabilities 3,226,654.00 Differed income Differed income tax liability Other non-current liabilities Total of Non-current liabilities 120,000,000.00 117,226,654.00 Total of liability 1,890,013,870.36 1,838,874,887.48 Owners’ equity Share capital 119,375,000.00 119,375,000.00 Other equity instrument Including:preferred stock Sustainable debt Capital reserves 958,575,094.29 958,575,094.29 Less:Shares in stock Other comprehensive income Special reserves Surplus reserves 125,686,000.00 125,686,000.00 Undistributed profit -1,115,865,246.23 -1,016,973,343.17 Total of owners’ equity 87,770,848.06 186,662,751.12 Total of liabilities and owners’ equity 1,977,784,718.42 2,025,537,638.60 3.Consolidated Profit statement of the Report period In RMB Same period of the previous Item Report period year I. Income from the key business 303,960,771.84 387,215,817.54 Incl:Business income 303,960,771.84 387,215,817.54 Interest income Insurance fee earned Fee and commission received II. Total business cost 385,173,101.80 436,458,472.89 15 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 Incl:Business cost 316,739,370.82 351,654,269.16 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Insurance policy dividend paid Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 931,709.29 3,955,805.21 Sales expense 13,015,778.80 22,334,961.57 Administrative expense 30,827,522.19 39,929,836.40 Financial expenses 14,734,547.63 18,583,600.55 Asset impairment loss 8,924,173.07 Add:Gains from change of fir value (“-”for loss) Investment gain(“-”for loss) 10,717,367.10 9,211,119.65 Incl: investment gains from affiliates 10,717,367.10 9,211,119.65 Gains from currency exchange(“-”for loss) III. Operational profit(“-”for loss -70,494,962.86 -40,031,535.70 Add:Non-business income 7,595,741.57 556,123.69 Incl:Gains from disposal of non-current assets Less:Non business expenses 29,752.43 238,132.19 Incl:Loss from disposal of non-current assets 181,477.86 227,865.52 IV.Total profit(“-”for loss) -62,928,973.72 -39,713,544.20 Less:Income tax expenses 1,900,237.21 V. Net profit(“-”for net loss -64,829,210.93 -39,713,544.20 Net profit attributable to the owners of parent company -64,918,870.00 -39,778,494.08 Minority shareholders’ equity 89,659.07 64,949.88 VI. Net after-tax of Other comprehensive income Net after-tax of other comprehensive income attributable to owners of the parent c ompany. (I)Other comprehensive income items that will not be reclassified into gains/losses in the subsequent accounting period 1.Re-measurement of defined benefit plans of changes in net debt or net assets 16 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 2.Other comprehensive income under the equity method investee can not be reclassified into profit or loss. (II) Other comprehensive income that will be reclassified into profit or lo ss. 1.Other comprehensive income under the equity method investee can be reclassified into profit or loss. 2.Gains and losses from changes in fair value available for sale financ ial assets 3.Held-to-maturity investments reclassified to gains and losses of ava ilable for sale financial assets 4.The effective portion of cash flow hedges and losses 5.Translation differences in currency financial statements 6.Other Net after-tax of other comprehensive income attributable to Minority shareholders’ equity VII. Total comprehensive income -64,829,210.93 -39,713,544.20 Total comprehensive income attributable to the owner of the parent -64,918,870.00 -39,778,494.08 company Total comprehensive income attributable minority shareholders 89,659.07 64,949.88 VIII. Earnings per share (I)Basic earnings per share -0.5438 -0.3332 (II)Diluted earnings per share -0.5438 -0.3332 The current business combination under common control, the net profits of the combined party before achieved net profit of RMB 0, last period the combined party realized RMB 0. Legal Representative: Li Huaguang Person in charge of accounting:Teng Feng Accounting Dept Leader: Liao Jian 4. Profit statement of the Parent Company of the Report period In RMB Same period of the previous Items Report period year I. Income from the key business 253,400,153.07 260,598,287.58 Incl:Business cost 273,182,721.40 254,934,902.57 Business tax and surcharge 3,125,295.83 Sales expense 2,331,938.33 4,141,092.49 Administrative expense 19,375,786.54 29,784,021.96 17 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 Financial expenses 12,165,490.62 10,804,061.17 Asset impairment loss -6,659.35 Add:Gains from change of fir value (“-”for loss) Investment gain(“-”for loss) 10,717,367.10 9,211,119.65 Incl: investment gains from affiliates 10,717,367.10 9,211,119.65 II. Operational profit(“-”for loss -42,931,760.37 -32,979,966.79 Add:Non-business income 3,860,227.05 249,123.69 Incl:Gains from disposal of non-current assets Less:Non business expenses -36,843.81 193,235.81 Incl:Loss from disposal of non-current assets 143,592.74 193,235.81 III.Total profit(“-”for loss) -39,034,689.51 -32,924,078.91 Less:Income tax expenses IV. Net profit(“-”for net loss) -39,034,689.51 -32,924,078.91 V. Net after-tax of Other comprehensive income (I)Other comprehensive income items that will not be reclassified into gains/losses in the subsequent accounting period 1.Re-measurement of defined benefit plans of changes in net debt or net assets 2.Other comprehensive income under the equity method investee can not be reclassified into profit or loss. (II) Other comprehensive income that will be reclassified into profit or lo ss. 1.Other comprehensive income under the equity method investee can be reclassified into profit or loss. 2.Gains and losses from changes in fair value available for sale financ ial assets 3.Held-to-maturity investments reclassified to gains and losses of ava ilable for sale financial assets 4.The effective portion of cash flow hedges and losses 5.Translation differences in currency financial statements 6.Other VI. Total comprehensive income -39,034,689.51 -32,924,078.91 VII. Earnings per share: (I)Basic earnings per share -0.3270 -0.2758 (II)Diluted earnings per share -0.3270 -0.2758 18 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 5. Consolidated Profit statement between the beginning of the year and end of the report period In RMB Same period of the previous Items Report period year I. Total operating income 1,023,616,474.31 1,334,386,694.49 Including:Operating income 1,023,616,474.31 1,334,386,694.49 Interest income Insurance gained Commission charge and commission income II. Total operating cost 1,186,848,835.77 1,457,459,436.30 Including:Operating cost 952,851,489.63 1,182,064,004.19 Interest expense Commission chare 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 2,668,741.97 15,157,829.25 Sales expenses 53,340,548.64 71,039,985.95 Administration expenses 102,376,126.30 121,404,667.44 Financial expenses 66,663,376.39 68,861,052.34 Losses of devaluation of assets 8,948,552.84 -1,068,102.87 Add :Changing income of fair value Investment income 22,440,125.11 26,369,207.80 Including:Investment income on affiliate company and joint venture 22,440,125.11 26,573,207.80 Exchange income III. Operating profit -140,792,236.35 -96,703,534.01 Add :Non-operating income 8,838,065.55 965,397.90 Including :Disposal Gains of non-current assets Less:Non-operating expense 398,217.99 3,588,618.41 Including :Disposal loss of non-current assets 199,709.55 338,348.89 IV. Total profit -132,352,388.79 -99,326,754.52 19 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 Less:Income tax 3,235,847.30 218,486.34 V. Net profit(“-”for net loss -135,588,236.09 -99,545,240.86 Net profit attributable to the owners of parent company -135,807,558.67 -99,620,514.32 Minority shareholders’ equity 219,322.58 75,273.46 VI. Net after-tax of Other comprehensive income Net after-tax of other comprehensive income attributable to owners of the parent com pany. (I)Other comprehensive income items that will not be reclassified into gains/losses in the subsequent accounting period 1.Re-measurement of defined benefit plans of changes in net debt or net assets 2.Other comprehensive income under the equity method investee can not be reclassified into profit or loss. (II) Other comprehensive income that will be reclassified into profit or lo ss. 1.Other comprehensive income under the equity method investee can be reclassified into profit or loss. 2.Gains and losses from changes in fair value available for sale financ ial assets 3.Held-to-maturity investments reclassified to gains and losses of ava ilable for sale financial assets 4.The effective portion of cash flow hedges and losses 5.Translation differences in currency financial statements 6.Other Net after-tax of other comprehensive income attributable to Minority shareholders’ equity VII. Total comprehensive income -135,588,236.09 -99,545,240.86 Total comprehensive income attributable to the owner of the parent -135,807,558.67 -99,620,514.32 company Total comprehensive income attributable minority shareholders 219,322.58 75,273.46 VIII. Earnings per share (I)Basic earnings per share -11,377 -0.8345 (II)Diluted earnings per share -11,377 -0.8345 The current business combination under common control, the net profits of the combined party before achieved net profit of RMB 0, last period the combined party realized RMB 0. 20 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 6.Profit Statement of the Parent Between the Beginning of the Year and End of the Report Period In RMB Same period of the previous Items Report period year I. Business income 808,197,594.02 1,088,769,334.21 Less:Business cost 816,874,207.57 1,030,129,904.46 Business tax and surcharge 139,356.48 12,126,612.72 Sales expense 8,010,371.37 11,800,479.37 Administrative expense 69,040,427.91 91,653,638.66 Financial expenses 39,216,626.81 35,675,006.94 Asset impairment loss 1,543.84 Add:Gains from change of fir value (“-”for loss) Investment gain(“-”for loss) 22,440,125.11 26,369,207.80 Incl: investment gains from affiliates 22,440,125.11 26,573,207.80 II. Operational profit -102,643,271.01 -66,248,643.98 Add:Non-business income 4,004,486.74 409,345.02 Incl:Gains from disposal of non-current assets Less:Non business expenses 253,118.79 3,436,172.50 Incl:Loss from disposal of non-current assets 147,576.58 197,219.65 III.Total profit -98,891,903.06 -69,275,471.46 Less:Income tax expenses IV. Net profit) -98,891,903.06 -69,275,471.46 V. Net after-tax of Other comprehensive income (I)Other comprehensive income items that will not be reclassified into gains/losses in the subsequent accounting period 1.Re-measurement of defined benefit plans of changes in net debt or net assets 2.Other comprehensive income under the equity method investee can not be reclassified into profit or loss. (II) Other comprehensive income that will be reclassified into profit or lo ss. 1.Other comprehensive income under the equity method investee can be reclassified into profit or loss. 2.Gains and losses from changes in fair value available for sale financ ial assets 21 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 3.Held-to-maturity investments reclassified to gains and losses of ava ilable for sale financial assets 4.The effective portion of cash flow hedges and losses 5.Translation differences in currency financial statements 6.Other VI. Total comprehensive income -98,891,903.06 -69,275,471.46 VII. Earnings per share (I)Basic earnings per share -0.8284 -0.5803 (II)Diluted earnings per share -0.8284 -0.5803 7. Consolidated Cash Flow Statement Between the Beginning of the Year and End of the Report Period In RMB Same period of the previous Items Report period year I.Cash flows from operating activities Cash received from sales of goods or rending of services 598,068,277.35 839,798,333.93 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 3,780,048.68 15,990,944.94 Other cash received from business operation 6,318,009.31 6,430,859.86 Sub-total of cash inflow 608,166,335.34 862,220,138.73 Cash paid for purchasing of merchandise and services 401,330,262.17 479,754,239.92 Net increase of client trade and advance Net increase of savings n central bank and brother company Cash paid for original contract claim 22 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid for staffs 121,917,568.87 139,813,321.76 Taxes paid 29,581,259.34 45,690,416.14 Other cash paid for business activities 56,063,991.47 47,960,992.65 Sub-total of cash outflow from business activities 608,893,081.85 713,218,970.47 Cash flow generated by business operation, net -726,746.51 149,001,168.26 II.Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains 34,500,000.00 35,470,000.00 Net cash retrieved from disposal of fixed assets, intangible assets, and 1,745,492.45 210,030.00 other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received 0.00 0.00 Sub-total of cash inflow due to investment activities 36,245,492.45 35,680,030.00 Cash paid for construction of fixed assets, intangible assets 36,266,477.05 5,455,022.85 and other long-term assets Cash paid as investment Net increase of loan against pledge Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to investment activities 36,266,477.05 5,455,022.85 Net cash flow generated by investment -20,984.60 30,225,007.15 III.Cash flow generated by financing Cash received as investment Incl: Cash received as investment from minor shareholders Cash received as loans 676,790,000.00 1,044,816,336.53 Cash received from bond placing Other financing –related ash received 1,086,760,170.89 1,160,875,547.79 Sub-total of cash inflow from financing activities 1,763,550,170.89 2,205,691,884.32 Cash to repay debts 896,493,777.77 1,067,023,580.26 Cash paid as dividend, profit, or interests 74,235,157.05 59,134,496.96 Incl: Dividend and profit paid by subsidiaries to minor shareholder 23 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 Other cash paid for financing activities 765,421,153.45 1,358,823,446.10 Sub-total of cash outflow due to financing activities 1,736,150,088.27 2,484,981,523.32 Net cash flow generated by financing 27,400,082.62 -279,289,639.00 IV. Influence of exchange rate alternation on cash and cash 658,789.32 375,109.88 equivalents V.Net increase of cash and cash equivalents 27,311,140.83 -99,688,353.71 Add: balance of cash and cash equivalents at the beginning of term 35,555,585.06 170,222,347.76 VI ..Balance of cash and cash equivalents at the end of term 62,866,725.89 70,533,994.05 8. Cash Flow Statement of the Parent Between the Beginning of the Year and End of the Report Period In RMB Items Amount in this period Amount in last period I.Cash flows from operating activities Cash received from sales of goods or rending of services 344,290,602.23 560,571,708.44 Tax returned 1,694,201.68 6,508,747.09 Other cash received from business operation 1,644,115.23 1,307,021.87 Sub-total of cash inflow 347,628,919.14 568,387,477.40 Cash paid for purchasing of merchandise and services 388,155,888.23 458,500,005.97 Cash paid to staffs or paid for staffs 100,882,686.82 108,753,856.29 Taxes paid 4,250,158.05 15,227,875.74 Other cash paid for business activities 14,880,600.89 13,842,092.81 Sub-total of cash outflow from business activities 508,169,333.99 596,323,830.81 Cash flow generated by business operation, net -160,540,414.85 -27,936,353.41 II.Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains 34,500,000.00 35,470,000.00 Net cash retrieved from disposal of fixed assets, intangible assets, and 98,316.45 200,600.00 other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received 0.00 0.00 Sub-total of cash inflow due to investment activities 34,598,316.45 35,670,600.00 Cash paid for construction of fixed assets, intangible assets 3,089,458.19 4,372,886.05 and other long-term assets 24 重庆建设摩托车股份有限公司 2015 年第三季度报告全文 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 3,089,458.19 4,372,886.05 Net cash flow generated by investment 31,508,858.26 31,297,713.95 III.Cash flow generated by financing Cash received as investment Cash received as loans 487,300,000.00 748,000,000.00 Cash received from bond placing Other financing –related ash received 1,611,596,145.98 2,073,960,011.01 Sub-total of cash inflow from financing activities 2,098,896,145.98 2,821,960,011.01 Cash to repay debts 587,000,000.00 770,200,000.00 Cash paid as dividend, profit, or interests 44,687,461.87 36,351,587.47 Other cash paid for financing activities 1,352,193,593.00 2,116,845,316.50 Sub-total of cash outflow due to financing activities 1,983,881,054.87 2,923,396,903.97 Net cash flow generated by financing 115,015,091.11 -101,436,892.96 IV. Influence of exchange rate alternation on cash and cash 0.00 0.00 equivalents V.Net increase of cash and cash equivalents -14,016,465.48 -98,075,532.42 Add: balance of cash and cash equivalents at the beginning of term 22,292,965.15 148,232,292.69 VI ..Balance of cash and cash equivalents at the end of term 8,276,499.67 50,156,760.27 II. Auditor‘s report Whether the Q3 report is audited □ Yes √ No The Q3 Report is not audited. 25