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1、,-,-,-,-,Shenzhen China Bicycle Company(Holdings)Limited,The Third Quarterly Report for 2011(Full Text),Shenzhen China Bicycle Company(Holdings)LimitedThe Third Quarterly Report For 2011(Full Text)1.Important Notes1.1 Board of Directors and the Supervisory Committee of Shenzhen China Bicycle Company
2、(Holdings)Limited(hereinafter referred to as the Company)and its directors,supervisors andsenior executives hereby confirm that there are no any fictitious statements,misleading statements,or important omissions carried in this report,and shall take all responsibilities,individual and/orjoint,for th
3、e reality,accuracy and completion of the whole contents.1.2 The Third Quarterly Financial Report of 2011 has not been audited by CPAs.1.3 Principal of the Company Luo Guiyou,Person in Charge of Accounting Works Zhang Zebingand Person in Charge of Accounting Organ(Accounting Officer)Sun Longlong here
4、by confirm thatthe Financial Report of the Third Quarterly Report is true and complete.2.Company Profile2.1 Main accounting highlights and financial indexes:In RMB Yuan,2011.9.30,2010.12.31,Increase/decreasescope(%),Total assets(RMB),161,785,632.27,138,158,078.89,17.10%,Owners equities attributable
5、to,the shareholders of listed,-1,708,930,081.16,-1,756,185,442.87,-2.69%,company(RMB),Share capital(Share),551,347,947.00,551,347,947.00,0.00%,Net assets per share attributable,to the shareholders of listedcompany(RMB/Share),-3.0995Increase/decreas,-3.1853,Increase/decreas,July-Sept.2011,e over the
6、sameperiod of thelast year(%),Jan.-Sept.2011,e over the sameperiod of thelast year(%),Total operating income(RMB),94,585,408.71,-5.11%231,123,003.96,4.91%,Net profit attributable to theshareholders of listed company(RMB)Net cash flow arising fromoperating activities(RMB),-4,330,057.92,Losses reduced
7、55.25%,21,882,997.471,873,843.28,135.64%profitable-77.24%,Net cash flow arising from,operating activities per share(RMB/Share),0.0034,-77.24%,Basic earnings per share(RMB/Share)Diluted earnings per share(RMB/Share),-0.0079-0.0079,Losses reduced55.25%Losses reduced55.25%,0.03970.0397,135.64%profitabl
8、e135.64%profitable,Weighted average return onequity(%)Weighted average return on,equity,after,deducting,non-recurring gains and losses1,-,Shenzhen China Bicycle Company(Holdings)Limited(%)Items of non-recurring gains and losses,The Third Quarterly Report for 2011(Full Text),Applicable,Inapplicable,I
9、n RMB Yuan,Items of non-recurring gains and lossesGains/losses from disposal of non-current assetsOther non-operating income and expenditure besidefor the aforementioned itemsTotal,Amount-197,675.0047,888,179.1947,690,504.19,Remarks(Ifapplicable),2.2 Total number of shareholders at the end of the re
10、port period and shares held by the topten shareholders of circulation shareIn Share,Total number of shareholdersat the end of report period,39,179,Particulars about the shares held by the top ten shareholders with unrestricted conditions,Full name of shareholderShenzhen Kangsheng InvestmentDevelopme
11、nt Co.,Ltd.BOCI SECURITIES LIMITEDJing Chao Investment Co.,Ltd.Fang JianliCORE PACIFIC-YAMAICHIINTERNATIONAL(H.K.)LIMITEDAirline Trust Investment Co.,Ltd.TANG JING YUANZeng YinZhang HuilingLin Shaowei,Unrestricted shares held atperiod-end5,972,5005,068,0665,001,9442,401,0002,354,0242,340,0002,213,17
12、52,165,5521,768,1491,722,309,Type of sharesRMB Common sharesDomestically listed foreignsharesRMB Common sharesRMB Common sharesDomestically listed foreignsharesRMB Common sharesDomestically listed foreignsharesDomestically listed foreignsharesDomestically listed foreignsharesDomestically listed fore
13、ignshares,3.Significant Events3.1 Particulars about material changes in items of main accounting statement and financialindex,and explanations of reasons,Applicable,Inapplicable,1.Inventory:increase 128.47%over that of period-begin,mainly because stock for peak seasonincreased from subsidiary EMMELL
14、E;2.Account received in advance:increase 73.46%over that of period-begin,mainly because accountreceived in advance growth for peak season in subsidiary EMMELLE;3.Other account payable:increase 140.44%over that of period-begin,mainly because the creditorchanged,item for book-keeping changed correspon
15、dingly;2,.,Shenzhen China Bicycle Company(Holdings)Limited,The Third Quarterly Report for 2011(Full Text),4.Non-current liability due within one year:decrease 35.31%over that of period-begin,mainlybecause the creditor changed,item for book-keeping changed correspondingly;5.Financial expense:decrease
16、 62.74%over same period of last year,mainly because the RMB gainsa higher apparition in this period,major exchange income raised and debt with interest reduced;6.Non-operating income:increase 1136.99%over same period of last year,mainly because debtrestructuring plan for Shengrun Company was complet
17、ed ruling by the Court,original accrued debtsand predicted liabilities were re-record for decrease in book-keeping.3.2 Progress of significant events,their influences,and analysis and explanation of theirsolutions3.2.1 Qualified opinion,Applicable,Inapplicable,Shenzhen Pengcheng Certified Public Acc
18、ountants Co.,Ltd.issued audit report with disclaimer ofopinions for the 2010 Financial Report of the Company.Board of the Company accepted theAuditing Report 2010 issued by Shenzhen Pengcheng Certified Public Accountants Co.,Ltd.Due tothat the debt reorganization work of the Company had not been com
19、pletely finished in 2010,so riskof bearing huge debt still remained with many significant uncertainties.The CPAs was not able tooffer opinion on the financial debt,tax payable,contingent proceedings,lawsuits and sustainableoperation.Therefore,explanation by the Board as:1.Financial debtShenzhen Peng
20、cheng CPAs held that:the letters replied from the financial creditors for the inquiryshowed that the Company missed to record an interest balance totaling to RMB 324,879,558.04,andsome letters were replied on interest for the principal of loans totaling to RMB 111,584,308.44,so itwas not available t
21、o confirm influence on financial statement by financial debt.The Company provided explanation in“Note X”for details of interest confirmation balance:whensome creditors implemented the document(2004)No.6)released by China Committee on BankSupervision,they had different understanding on this document
22、with the Company.The documentnoticed that:Bank of China and other 10 financial organizations stop calculating the interest of theCompany for 3 years since Jan.1st of 2002 and at the same time,exempt all the interest payable ofthe Company(including penalty interest and compound interest)occurred befo
23、re Dec.31st of 2001.Part of the assets management companies and banks considered that the Company was expected toreturn the interest exempted and stop-calculated,and some assets management companies had notconfirmed the proceeding of interest calculation.The Company had transferred all the interest
24、ofloans payable owed before Dec.31st of 2001,RMB 357,993,665.24,(including penalty interest andcompound interest)to“capital public reserve”Interest was stopped with calculation from Jan 1st of2002 to Dec.31st of 2004.The exempt term was due on Dec 31st of 2004.The Company held it wasnot necessary fo
25、r him to return the interest exempted,so interest and compound interest from Jan 1stof 2002 to Dec 31st of 2004 was not accrued.The Company should start for interest calculation whenthe term was due.Besides,the financial debt of the Company was formed in history which had occurred for a long timeand
26、 the amount of periodend had not changed for years.Body qualification of some creditors hadbeen transferred and the particular personnel for handling had also changed,so the creditors neededtime to check clearly the amount of creditor and debt of both involved parties and that was why somecreditors
27、had not replied the letters to confirm.The Company would continuously advance the account-check work with the relevant creditors offinancial debt,trying as soon as possible to check clearly the interest on principal of the financialdebt.Once progress is made,relevant information would be disclosed a
28、ccording to relevantregulation.3,Shenzhen China Bicycle Company(Holdings)Limited,The Third Quarterly Report for 2011(Full Text),2.Issues on tax payableShenzhen Pengcheng Certified Public Accountants Co.,Ltd.thought that:in the audit process,theCPAs implemented audit procedures including inspection a
29、nd inquiry,inquiring book tax amountpayable,custom guarantee and penalty balance totaling to RMB 119,902,328.56.Till the end ofauditing date,no reply has been received,so it was impossible for the CPAs to confirm the influenceon financial statement of the Company.Due to the Companys tax payable was
30、formed in the past,which had a long time,forming reasonswere complex,personnel of specific affairs had changed,and tax department needed time to checkclear the debts rights and amounts of both sides,therefore,we are not able to receive confirmationletter from tax department.According to the regulati
31、ons in Administration of Tax Collectionregulated by the State,it is possible to repay the penalties and overdue fine.The Company willcontinue to follow up the work of checking account of tax department,check clear the amount of taxpayable as soon as possible,and will disclose information according t
32、o the requirements of relevantregulations if there is some progress.3.Contingent events and lawsuitsShenzhen Pengcheng Certified Public Accountants believed that:card information for loans of theCompany was not accordant because of system updating and other seasons;during the auditing,theCPAs made f
33、ield verification in relevant courts involved in lawsuits for external guarantee andoverdue loans of the Company as substitute audit procedure,while no confirmation document hadbeen obtained from the relevant courts.Besides,due to that it was hard to implement other effectiveaudit procedures,it was
34、unable for us to judge whether the Company had disclosed completecontingent events and lawsuits,and impacts on its financial statement.The historically formed loan and guarantee lawsuit had existed rather long time;in the report period,there was no newly-added undisclosed guarantee events and lawsui
35、ts;part courts in charge of thoselawsuits changed,and specific responsible people also altered;the court needs time to check detailsand amount of the case,so the court didnt write back for confirmation.The Company will continuefollow up the check work by certified public accountants with related cou
36、rts,and checks clear thecontingent events and lawsuits as soon as possible.If there is any progress,information disclosurewill be made according to requirements of relevant regulations.4.Matters on sustainable operationsShenzhen Pengcheng Certified Public Accountants thought that,the Company asset c
37、ould seriouslynot offset the debt;and could not be able to get adequate and proper audit evidence to confirm itcould effectively improve the continuous operations of the Company;thus,we could not judgewhether the financial report 2010 prepared by the Company based on imagined continuousoperations wa
38、s proper.Therefore,the Company and the larger creditor implemented the measures asfollowed:Since March 2003,the promotion on debt restructuring by the former largest creditor of theCompany-China Huarong Asset Management Corporation acquired breakthrough development.TheCompany obtained the approval f
39、rom relevant department such as China Banking RegulatoryCommission,in which all the interests of the financial debts the Company owed ended Dec.31,2004were exempted and stopped interest calculation.The Company and International Finance Corporation signed Reconciled Agreement on Mar.29th of2007,in wh
40、ich it was agreed to settle all the credits and liabilities between the two parties with US$equivalent to RMB 2 million.The liabilities amount was consisted of principal approximatelyamounting to US$3.87 million and an accrued interest approximately amounting to RMB 42.78million.On Oct.15 of 2010,th
41、e Company signed the Debts Reconcile Term with Shenzhen Chengxingtai4,Shenzhen China Bicycle Company(Holdings)Limited,The Third Quarterly Report for 2011(Full Text),Investment Co.,Ltd which agreed the Company should pay the compensation to ChengxingtaiCompany with RMB 14 million thus settled up all
42、the creditors right and debts(about RMB 150million).The above RMB 14 million has been settled up before Nov.30 of 2010 totally.On December 30,2006,China Huarong Asset Management Corporation transferred its creditor rightto Shenzhen Guosheng Energy Investment Development Co.,Ltd.(Guosheng Energy Comp
43、any forshort),relevant debt restructure work have been in promotion by Guosheng Energy Companyrecently and obtained certain progress.Due to the change of largest shareholder of the Company andthe implementation of new Bankruptcy Law,Guosheng Energy Company applied to the ShenzhenIntermediate Peoples
44、 Court in January 2010 for restructuring the Company according to theregulation of Bankruptcy Law,with the purpose of recovering and improving the ability ofsustainable operations of the Company.On 28 December 2010,Shenzhen Intermediate PeoplesCourt believed that applicants didnt submit materials su
45、ch as solution plan both parties acceptedwhich was formed from settlement of tax income and creditors right with tax department,and thenruled that they didnt accept application of bankruptcy restructure Shenzhen Guosheng EnergyInvestment and Development Co.,Ltd raised up.Besides,Guosheng Energy Comp
46、any agreed to stopaccounting RMB 25.3724 million(from January to September of 2011)of loan interests in thisperiod.This item of interests wont be received in subsequent years.With promoting the work of debt restructuring,main business of the Company steadily developedand gains profit continuously at
47、 the same time.The short-tern payment pressure has been releasedand has an improvement in sustainable operations.Board of the Directors considered that,with thegradually progress in debt and assets reorganization,the operation environment,operation status andthe ability of sustainable operation of t
48、he Company might obtained a further improvement.3.2.2 Particular about fund offers to controlling shareholders or associated parties andexternal guarantee that against the regulation.,Applicable,Inapplicable,3.2.3 Particular about signing and implementation on significant contracts of ordinarymanage
49、ment.,Applicable3.2.4 OthersApplicable,InapplicableInapplicable,1.Change of actual controller:on Jan.3 of 2011,Shenzhen Guomin Investment Development Co.,Ltd which is controlling shareholder of our major shareholder Shenzhen Guosheng EnergyInvestment Development Co.,Ltd,signed equity transfer agreem
50、ent,Guomin Investment transferred100%equity of Guosheng Energy to Mr.Ji Hanfei with price of RMB 70 million.Thus legalrepresentative of Guosheng Energy became Mr.Ji Hanfei instead of Mr.Shang Shijun.This equitytransfer belonged to change of actual controller of the Company.In accordance with rules o
