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建摩B:2016年第一季度报告正文(英文版)2016-04-30  

						Chongqing Jianshe Motorcycle Co., Ltd.                                   The First Quarterly Report 2016



  Stock code: 200054                Stock Abbreviation: Jianmo B   Announcement No.: 2016-045




                      Chongqing Jianshe Motorcycle Co., Ltd.



                                 The First Quarterly Report 2016




                                                                                                           1
Chongqing Jianshe Motorcycle Co., Ltd.                                     The First Quarterly Report 2016




                                         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.
All of the directors presented the board meeting at which this Quarterly Report was examined.
Mr. Li Huaguang, The Company Leader, Mr.Xue Gangyi , Chief financial officer and the Ms.Niu Yanli, 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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Chongqing Jianshe Motorcycle Co., Ltd.                                                      The First Quarterly Report 2016




                    II. Main financial data and changes of shareholders

I.Main financial 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
                                                                                                          Changes of this period over
                                                     This period             Same period of last year
                                                                                                         same period of last year(%)

Operating income(RMB)                                  208,588,488.00               355,351,388.28                           -41.30%

Net profit attributable to the shareholders
                                                           4,399,465.71                -16,904,008.56                         -126.03%
of the listed company(RMB)

Net profit after deducting of non-recurring
gain/loss attributable to the shareholders of              4,348,808.64                -17,459,103.30                         -124.91%
listed company(RMB)

Cash flow generated by business operation,
                                                          24,195,604.08                  5,981,111.44                         304.53%
net(RMB)

Basic earning per share(RMB/Share)                                 0.0369                      -0.1416                        -126.03%

Diluted gains per
                                                                   0.0369                      -0.1416                        -126.03%
share(RMB/Share)(RMB/Share)

Weighted average return on equity
                                                                   1.70%                    -190.59%                          192.29%
(%)
                                                                                                           Changes of this period-end
                                                 End of this period             End of last period        over same period-end of last
                                                                                                                    year(%)

Gross assets(RMB)                                    1,364,672,524.54              1,311,765,831.44                            4.03%

Net assets attributable to the shareholders
                                                         260,515,551.23               256,116,085.51                             1.72%
of the listed company(RMB)

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.)

Govemment subsidy recognized in currentgain and loss(excluding
those closely related to the Company’s business and granted                              71,000.00
under the state’s policies)


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Chongqing Jianshe Motorcycle Co., Ltd.                                      The First Quarterly Report 2016


Other non-business income and expenditures other than the above           -20,342.93

Total                                                                     50,657.07                 --

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.




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Chongqing Jianshe Motorcycle Co., Ltd.                                                      The First Quarterly Report 2016




II. Total Shareholders and Shares Held by Top Ten Shareholders at the End of the Reporting
Period

1. About Total Common Shareholders, Total Preference Shareholders with the Voting Power Recovered
and the Shares Held by Top Ten Common Shareholders

                                                                                                                                   In shares
                                                                       Total preference shareholders with the
Total number of common
                                                                 8,475 voting power recovered at the end of                                0
shareholders at the period-end
                                                                       the reporting period(if any)

                                                 Shares held by the top 10 shareholders

                                                                                               Amount of            Pledging or freezing
                                       Properties of           Share                         tradable shares
       Shareholder name                                                      Quantity                              Status of the
                                       shareholder          proportion %                    with Conditional                       Quantity
                                                                                                                      shares
                                                                                                  held
China Military Equipment          State-owned legal
                                                                  71.13%      84,906,250          84,906,250
Group Co., Ltd.                   person
                                  Domestic natural
Gu Zuocheng                                                        1.86%       2,218,750              2,218,750
                                  person
                                  Domestic
Anhui Hengsheng Economic
                                  non-state-owned legal            1.47%       1,750,000              1,750,000
Development Group Co., Ltd.
                                  person
                                  Domestic natural
Feng Yonghui                                                       0.42%         500,000               500,000
                                  person
                                  Domestic natural
Liu Dan                                                            1.05%       1,249,401                       0
                                  person
                                  Domestic natural
Chen Xinqiang                                                      0.52%         625,000                       0
                                  person
                                  Domestic natural
Xu Yuanhui                                                         0.50%         600,989                       0
                                  person
                                  Domestic natural
Xie Qingjun                                                        0.44%         527,850                       0
                                  person
                                  Domestic natural
Zhang Meilan                                                       0.43%         513,560                       0
                                  person
CREDIT SUISSE (HONG
                                  Overseas legal person            0.39%         467,960                       0
KONG) LIMITED

                                  Shares held by the Top 10 Shareholders of Non-restricted shares

                                 Number of the                                            Share type
  Shareholders’ Names
                          non-restricted shares held                           Share type                                      Quantity
Liu Dan                                    1,249,401 Foreign shares placed in domestic exchange                                    1,249,401

Chen Xinqiang                               625,000 Foreign shares placed in domestic exchange                                      625,000

Xu Yuanhui                                  600,989 Foreign shares placed in domestic exchange                                      600,989

Xie Qingjun                                 527,850 Foreign shares placed in domestic exchange                                      527,850

Zhang Meilan                                513,560 Foreign shares placed in domestic exchange                                      513,560



                                                                                                                                               5
Chongqing Jianshe Motorcycle Co., Ltd.                                                   The First Quarterly Report 2016


CREDIT SUISSE
(HONG KONG)                                 467,960 Foreign shares placed in domestic exchange                              467,960
LIMITED

Feng Yongxia                                398,575 Foreign shares placed in domestic exchange                              398,575

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

Wang Xianfeng                               343,420 Foreign shares placed in domestic exchange                              343,420

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

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

Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a
buy-back agreement dealing in reporting period.
□ Yes √ No
The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company
have no buy –back agreement dealing in reporting 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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Chongqing Jianshe Motorcycle Co., Ltd.                                                 The First Quarterly Report 2016




III. Significant Events

I. Particular about large-margin change of main accounting statement item and financial index and its
reason.

√ Applicable □ Not applicable
The reporting period, compared with the beginning of prepayments increase of 8.93 million yuan, an increase of
96%, mainly due to the air-conditioning company purchased the imported parts and equipment led to increased
prepayments; main income statement indicators fell major asset reorganization, the current consolidation scope
changes (last year including motorcycles business).

II. The progress of significant events and influence, as well as the analysis and explanation on
resolving proposal.

√ Applicable □ Not applicable
For the progress situation and explanation of financial institute’s debt transfer
involved with the significant asset reorganization implemented by the Company in 2015,
please refer to the ponit 9 of this report
III. Commitments finished in implementation by the Company, shareholders, actual controller, acquirer,
directors, supervisors, senior executives or other related parties in the reporting period and commitments
unfinished in implementation at the end of the reporting period
√ Applicable □ Not applicable
                                                                                        Time of
                                     Commitment                                                       Period of
              Commitment                                 Type         Contents          making                      Fulfillment
                                         maker                                                      commitment
                                                                                      commitment

                                                                   The reason
                                                                   why listed
                                                                   companies
                                                                   offer external
                                                                                                   After the
                                                                   guarantee is
                                                                                                   guarantee
                                                    Commitments that the
                                                                                                   period
                                                    on horizontal conditioning
                                                                                                   stipulated in
                                     Jianshe        competition,   company,as
Commitment made upon the assets                                                      October 20,   the contract
                                     Mechanical     related        the subsidiary
replacement                                                                          2015          expires, the
                                     and electrical transaction    corporation of
                                                                                                   above
                                                    and capital    Jianshe stock ,
                                                                                                   financing
                                                    occupation     provided
                                                                                                   assurance will
                                                                   credit
                                                                                                   be lifted
                                                                   guarantee 186
                                                                   million yuan
                                                                   for its parent
                                                                   company’


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Chongqing Jianshe Motorcycle Co., Ltd.                     The First Quarterly Report 2016


                                         bank loan.
                                         And as the
                                         relevant
                                         liabilities of
                                         Jianshe
                                         stock’s
                                         motorbike
                                         business has
                                         been
                                         transferred
                                         into Jianshe
                                         Mechanical
                                         and
                                         Electrical ,
                                         corresponding
                                         secured party
                                         should be
                                         Jianshe
                                         Mechanical
                                         and
                                         Electrical .Mo
                                         reover,Jianshe
                                         Stock
                                         provided
                                         credit
                                         guarantee 30
                                         million yuan
                                         for the
                                         wholly-owned
                                         subsidiary, the
                                         sales
                                         company, after
                                         this
                                         transaction,
                                         Jianshe
                                         Mechanical
                                         and
                                         Electrical ,
                                         whose’ sales
                                         company is
                                         subsidiary
                                         corporation of
                                         Construction
                                         and


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Chongqing Jianshe Motorcycle Co., Ltd.                     The First Quarterly Report 2016


                                         Mechanical
                                         and
                                         Electrical ,
                                         will be
                                         wholly-owned
                                         subsidiaries
                                         under Military
                                         Equipment
                                         Group
                                         control.Above
                                         -mentioned
                                         the guarantees
                                         formed the
                                         external
                                         guarantees of
                                         the
                                         conditioning
                                         company,
                                         which has
                                         gained the
                                         permission
                                         from the
                                         company’s
                                         general
                                         meeting of
                                         stockholders.
                                         Jianshe stock
                                         and the
                                         conditioning
                                         company has
                                         made promise
                                         respectively
                                         on October
                                         20, 2015,after
                                         guarantee
                                         expires in the
                                         guarantee
                                         period, above
                                         financing
                                         guarantee will
                                         be lifted . For
                                         the Jianshe
                                         stock’s
                                         guarantee for


                                                                                             9
Chongqing Jianshe Motorcycle Co., Ltd.                      The First Quarterly Report 2016


                                         the sales
                                         company,
                                         Mechanical
                                         and Electrical
                                         has promised
                                         that it will
                                         ensure the
                                         debtor to
                                         repay its
                                         creditors to
                                         protect listed
                                         company’s
                                         legal interests,
                                         and if there
                                         are any loss
                                         for the listed
                                         company,Jians
                                         hed
                                         Mechanical
                                         and Electrical
                                         will give first
                                         dollar
                                         coverage for
                                         Jianshe stock.
                                         And Jianshe
                                         Mechanical
                                         and Electrical
                                         has presented
                                         Commitment
                                         to provide
                                         counter
                                         guarantee
                                         after the
                                         reorganization
                                         about above
                                         related-party
                                         guarantee.1,
                                         after the sales
                                         of substantial
                                         assets and the
                                         relevant
                                         matters of
                                         related-party
                                         guarantee


                                                                                              10
Chongqing Jianshe Motorcycle Co., Ltd.                                          The First Quarterly Report 2016


                                                               provided by
                                                               Jianshe stock,
                                                               which has
                                                               been approved
                                                               by general
                                                               meeting of
                                                               stockholders
                                                               of Jianshe
                                                               stock the
                                                               company will
                                                               provide the
                                                               equal counter
                                                               guarantee for
                                                               Jianshe stock
                                                               2.If the
                                                               company
                                                               violates the
                                                               above pledge
                                                               and caused
                                                               any damages
                                                               or negative
                                                               effects for
                                                               Jianshe
                                                               stock,the
                                                               Company will
                                                               assume full
                                                               financial
                                                               responsibility
                                                               and liability.

If the commitments failed to complete
the execution when expired, should
specifically explain the reasons of      Yes
unfulfillment and the net stage of the
working plan

IV. Anticipation of Business Performance from January to June, 2016
Alert of loss or significant change in net profit from the beginning of year to the end of next report period or
comparing with the same period of last year, and statement of causations.
□ Applicable √Not applicable




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Chongqing Jianshe Motorcycle Co., Ltd.                                                    The First Quarterly Report 2016


V Securities investments

 □ Applicable √ Not applicable

No such cases in the Reporting Period

VI. Investment in derivatives
□ Applicable √Not applicable
No such cases in the Reporting Period


VII. Reception of investigations, communications, or interviews

√ Applicable □ Not applicable
                        Way of          Types of
  Reception time                                                                       Basic index
                       reception        visitors

                                                   Q: When will the Company issue the earnings pre-announcement?
January 12,2016     By phone                       A: The earnings pre-announcement of 2015 will be completed by the end of this
                                                   month.

                                                   Q:Has the implementation of the Company’s significant asset reorganization
                                                   completed?
                                                   A:Up to now, the Company has completed the changes procedure in registration
January 29,2016     By phone       Individual
                                                   of Jianshe Mechanical and Electrical and has received the deal payment from
                                                   Military Equipment Group. The asset transfer and the transfer of creditor’s
                                                   rights and liability related with this reorganization are being orderly promoted.

                                                   Q: What’s the progress of CRSC’s application for exempting the tender offer
                                                   obligation of Jianshe Mechanical and Electrical?
                                                   A: On January 26, 2016, Jianshe Mechanical and Electric received “Reply on
February 1,2016     By phone       Individual      Approving Exempting Chongqing Jianshe Jianshe Mechanical and Electrical
                                                   Co., Ltd.’s tender offer obligation of Chongqing Jianshe Motorcycle Co.,
                                                   Ltd.”from CSRC, see details at the announcement published by the Company on
                                                   January 29, 2016.

                                                    Q: At this sales of significant asset, all motorcycle capital was offered for sales,
                                                   but   why Shangjian Jianshe was kept?
                                                   A:At present, Shanghai Jianshe has engaged in the production and sales of
February 16,2016 By phone          Individual
                                                   moped, moreover, the Company has a plan of disposing the holding share rights
                                                   of Shanghai Jianshe, thus which has not been included in the reorganization
                                                   scope.


VIII. External guarantee get out of line

□ Applicable √Not applicable

The Company has no external guarantee get out of the line in the Period



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Chongqing Jianshe Motorcycle Co., Ltd.                                                             The First Quarterly Report 2016


IX. Controlling shareholder and its related parties occupying non-business capital of the listed company

√ Applicable □ Not applicable


                                                                                                                                  In RMB’0000

                                                                          The total
                                                         The newly       amount of
Shareholder                                Amount at                                       Amount at     Expected    Expected      Expected
                  Time                                   increased       reimbursem
sorassociate                  Reasons          the                                         the end of   repayment    amountof        payback
                occupied                                 occupancy        ent in the
   sname                                    beginning                                       period        method     payment      time(month)
                                                          amount         reimbursem
                                                                             ent

                            Business
                                                                                                                                  Repaid on
Import and December         and                                                                         Cash
                                                 62.17               0         62.17                                   3,461.67 March 31,
Export Co. 31,2015          financial                                                                   Settlement
                                                                                                                                  2016
                            dealings

Jianshe
                                                                                                                                  Repaid on
mechanical December         Financial                                                                   Cash
                                              3,461.67               0                       3,461.67                             April 26,
and            31,2015      dealings                                                                    Settlement
                                                                                                                                  2016
electrical

                            Financial
                            debt
                            restructurin
                            g process is
Jianshe
                            not yet
mechanical December                                                                                                               December
                            completed         21,399.2               0                 0     21,399.2 Other            3,461.67
and            31,2015                                                                                                            31,2016
                            the
electricalD
                            procedures
                            for
                            transferring
                            formed

Total                                        24,923.04               0         62.17        24,860.87          --      3,461.67          --

The end of the latest issue of the total
value of accounts audited net assets                                                                                                   97.07%
ratio

Relevant decision-making procedures 截止 2016 年 4 月 26 日已全部偿还完。

                                           公司重大资产重组工作经 2015 年 11 月 17 日公司 2015 年第一次临时股东大会审议通
Add the current major shareholder and
                                           过后实施。本次资产重组将公司摩托车业务涉及的主要资产和债务剥离至建设机电并
its affiliated non-operating capital
                                           将其转让给兵装集团,其中应转移的金融机构债务总计为 80,750 万元。因本次资产重
occupation reasons, the case be held
                                           组工作涉及的资产及债务转移工作体量较大,时间较紧。且部分金融机构的审批流程
responsible and the Board has
                                           长,截至 2016 年 4 月 30 日,已完成金融机构债务转移共计 59,350 万元。尚有 21,400
developed a description of measures
                                           万元的金融机构债务转移正在办理过程中。一、对未转移金融机构债务的风险说明经
taken.
                                           立信会计师事务所审计,截至 2016 年 4 月 30 日,公司未转移的金融机构债务共计


                                                                                                                                               13
Chongqing Jianshe Motorcycle Co., Ltd.                                                  The First Quarterly Report 2016


                                         21,400 万元,暂作了其他应收款的账务处理。根据公司与建设机电签署的《资产负债
                                         注入安排协议》(详见 2015 年 11 月 11 日披露于巨潮咨询的关于公司重大资产重组的
                                         相关公告)约定:双方最晚不得迟于 2016 年 12 月 31 日完成资产及债务的转移手续,
                                         且因上述债务均为未到期债务,公司无需偿付且金融机构也未追缴,并未形成资金流,
                                         也不存在公司代建设机电偿还债务的情形,此账务的处理不构成建设机电对公司的实
                                         质性的非经营性资金占用。为此,公司董事会认为,尚未完成转移的金融机构债务仅
                                         是公司的暂时的账务处理,不会对公司形成债务风险。二、金融机构债务转移的后续
                                         措施自重组实施以来,公司与建设机电一直遵循《资产负债注入安排协议》的约定有
                                         序推进相关的资产过户及债务转移工作。将于 2016 年 12 月 31 日到期前完成相关资
                                         产债务的转移工作。在此期间,若遇债权人要求公司清偿的,应由建设机电直接向债
                                         权人清偿或者由建设机电通过公司向债权人清偿。若必须由公司履行的,建设机电应
                                         承担公司因履行债务遭受的全部损失。到期后仍未完成上述债务转移,建设机电将对
                                         未转移且已到期的债务额度向公司支付该笔款项。

Failed to explain measures planned
liquidation of non-operating capital
occupation reasons, conditions and       Not applicable
accountability of the Board of
Directors proposed action

Disclosure date for specific approval
                                         April 30,2016
opinion on fund occupation from CPA

                                         Refer to www.cninfo.com.cn on April 30, 2016, Announcement No. 2016-041 ,Chongqing
Disclosure index for specific approval
                                         Jianshe Motorcycle Co., Ltd. the Statement of Special Auditing on Capital Appropriation by
opinion on fund occupation from CPA
                                         Holding Shareholder or Related Parties




                                                                                     Chongqing Jianshe Motorcycle Co., Ltd.
                                                                                          Chairman of the board:Li Huaguang
                                                                                                                   April 27,2016




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