ST中华B第一季度报告全文英文版

1、shenzhen china bicycle company (holdings) limitedfirst quarterly report 2012 (full text)shenzhen china bicycle company (holdings) limitedthe first quarterly report 2012 (full text)1. important notes1.1 board of directors and the supervisory committee of shenzhen china bicycle company(holdings) limit

2、ed (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 the realit

3、y, accuracy and completion of the whole contents.1.2 other directors attended the meeting on examining the first quarterly except for the followingdirectors.name of absentdirectorsyao zhengwangtitledirectorreason of absencewent on business outside,name of entrustedzhang zebing1.3 the first quarterly

4、 financial report of 2012 has not been audited by cpas.1.4 person in charge of the company luo guiyou, person in charge of accounting works zhangzebing and person in charge of accounting organ (accounting supervisor) sun longlong herebyconfirm that the financial report of the first quarterly report

5、is true and complete.2. company profile2.1 main accounting highlights and financial indexes:unit: rmbat the end of the report at the period-end of thechanges ofperiodlast yearincrease/decrease (%)total assets (rmb)145,061,039.18135,746,630.936.86%ownersequityattributabletoshareholders of the listed

6、company-1,690,397,235.31-1,682,839,667.48-0.45%(rmb)total share capital (share)551,347,947.00551,347,947.000.00%net asset per share attributable toshareholdersoflistedcompany-3.07-3.05-0.45%(rmb/share)in the report periodthe same period of lastyearchanges ofincrease/decrease (%)total operating incom

7、e (rmb)net profit attributable to shareholders ofthe listed company (rmb)net cash flow arising from operatingactivities (rmb)net cash flow arising from operatingactivities per share (rmb/share)basic earnings per share (rmb/share)diluted earnings per share (rmb/share)41,879,893.15-15,778,280.10-1,167

8、,450.59-0.0021-0.0286-0.028655,263,134.64-12,150,753.187,503,023.210.0136-0.0220-0.0220-24.22%29.85%-115.56%-115.44%-30.00%-30.00%weighted average return on equity (%)weighted average return on equity afterdeducting non-recurring gains and losses(%)items of non-recurring gains and lossesapplicable i

9、napplicable1shenzhen china bicycle company (holdings) limitedfirst quarterly report 2012 (full text)2.2 total number of shareholders at the end of the report period and shares held by the topten shareholders with unrestricted conditionsunit: sharetotal number of shareholdersat the end of report peri

10、od39,178particulars about the shares held by the top ten tradable shareholders with unrestricted conditionsamount of tradable sharesfull name of shareholderwith unrestrictedconditions held at the endof report periodtype of sharesshenzhen kangsheng investment developmentco., ltd.jingchao investment c

11、o., ltd.5,972,500 rmb ordinary shares5,001,944 rmb ordinary sharesguotai junansecurities(hongkong) limitedzeng yin4,599,1644,184,720domestically listedforeign sharesdomestically listedforeign sharesshenzhen fuwandian investment co., ltd.airline trust and investment co., ltd.chen qingtao2,637,099 rmb

12、 ordinary shares2,340,000 rmb ordinary shares2,300,000 rmb ordinary sharestang jing yuangao linyunzhang huiling2,213,1751,916,2001,883,369domestically listedforeign sharesdomestically listedforeign sharesdomestically listedforeign shares3. significant events3.1 particulars about material changes in

13、items of main accounting statement and financial index,and explanations of reasonsapplicableinapplicable1. account receivable at period-end decreased by 54.75% over that of period-begin mainly due tothat amount for goods received by subsidiary emmelle company;2. inventory at period-end increased by

14、131.63% over that of period-begin mainly due to thatsubsidiary emmelle increased commodities preparation;3. account received in advance at period-end increased by 52.85% over that of period-begin, mainlybecause good amount was received in advance by subsidiary emmelle.4. financial expenses in this p

15、eriod increased 56.61% y-o-y, mainly because at same period of lastyear, rmb show an obviously appreciation against usd, more exchange income generated by usddebts held by the company.5. profit in this period increase 29.85% deficit y-o-y, mainly because the financial expense in thisperiod increased

16、.3.2 analysis and explanation of significant events and their influence and solutions3.2.1 particular about qualified opinionapplicableinapplicableshenzhen pengcheng certified public accountants co., ltd. offered 2011 financial report with thedisclaimer of opinion.the board of directors agreed the 2

17、011 auditors report offered by shenzhen pengcheng certifiedpublic accountants co., ltd. due to that the debt reorganization work of the company had not beencompletely finished in 2011, so risk of bearing huge debt still remained with many significant2shenzhen china bicycle company (holdings) limited

18、first quarterly report 2012 (full text)uncertainties. the cpas was not able to offer opinion on the financial debt, tax payable, contingentproceedings, lawsuits and sustainable operation.in light of that, the board of the company made the following explanations:(1) financial debt:shenzhen pengcheng

19、cpas held that: the letters replied from the financial creditors for the inquiryshowed that the company missed to record an interest balance totaling amount to rmb181,975,338.48, and principal of loans which havent been replied totaled to rmb 226,142,959.88,so it was not available to confirm influen

20、ce on financial statement by financial debt.the company provided explanation in note 10 for details of interest confirmation balance, whichwas audited for year of 2011. when some creditors implemented the document (2004 no.6)released by china committee on bank supervision, they had different underst

21、anding on thisdocument with the company. the document noticed that: bank of china and other 10 financialorganizations stop calculating the interest of the company for 3 years since january 1st of 2002 and atthe same time, exempt all the interest payable of the company (including penalty interest and

22、compound interest) occurred before december 31st of 2001.some assets management companies and banks considered that the company was expected to returnthe interest exempted and stop-calculated, and some assets management companies had notconfirmed the proceeding of interest calculation. the company h

23、ad transferred all the interest 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 january 1stof 2002 to december 31st of 2004. the exempt term was due on december 31

24、st of 2004. thecompany held it was not necessary to return the interest exempted and stop-calculated, so when theterm was due, the company started to withdraw interest according to normal loan for those interestswhich needed to be returned. the stop-calculated interest and compound interest from jan

25、uary 1st of2002 to december 31st of 2004 was not accrued.besides, the financial debt of the company was formed in history which had occurred for a long timeand the amount of periodend had not changed for years. body qualification of some creditors hadbeen transferred and the particular personnel for

26、 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 had not replied the letters to confirm.the company would continuously advance the account-check work with the relevant creditors offinancia

27、l 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 according to relevantregulation.(2) tax payable:shenzhen pengcheng certified public accountants co., ltd. thought that: in the audit proc

28、ess, thecpas implemented audit procedures including inspection and inquiry, inquiring book tax amountpayable, custom guarantee and penalty balance totaling to rmb 119,102，157.65. till the day ofauditing report, no reply has been received, so it was impossible for the cpas to confirm theinfluence on

29、financial statement of the company.due to the companys tax payable was formed in the past, which had a long time, there was nonewly-increased tax payable in the report period, forming reasons were complex, personnel ofspecific affairs had changed, and tax department needed time to check clear the de

30、bts rights andamounts of both sides, therefore, we are not able to receive confirmation letter from tax department.according to the regulations in administration of tax collection regulated by the state, it is possibleto repay the penalties and overdue fine. the company will continue to follow up th

31、e work ofchecking account of tax department, check clear the amount of tax payable as soon as possible, andwill disclose information according to the requirements of relevant regulations if there is some3shenzhen china bicycle company (holdings) limitedfirst quarterly report 2012 (full text)progress

32、.(3) contingent events and lawsuits:shenzhen 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 field verification in relevant courts involved in lawsuits for

33、 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 unable for us to judge whether the company had disclosed

34、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 lawsuits; part courts in charge of thoselawsuits changed, and

35、 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 courts, and checks clear thecontingent events and law

36、suits as soon as possible. if there is any progress, information disclosurewill be made according to requirements of relevant regulations.(4) matters on sustainable operations:shenzhen pengcheng certified public accountants thought that, the company asset could seriouslynot offset the debt; the meas

37、ures on the reconciliation procedure of the bankruptcy to settle the debtshad no material progress and could not be able to get adequate and proper audit evidence to confirmit could effectively improve the continuous operations of the company; thus, we could not judgewhether the financial report 201

38、1 prepared by the company based on imagined continuous operationswas proper. measures from the company and largest creditor are as followed:since march 2002, the promotion on debt restructuring by the former largest creditor of thecompany-china huarong asset management corporation acquired breakthro

39、ugh development.relevant department such as china banking regulatory commission approved that all the interestsof the financial debts the company owed ended december 31st, 2004 were exempted and stoppedinterest calculation.the company and international finance corporation signed reconciled agreement

40、 on march 29th of2007, in which it was agreed to settle all the credits and liabilities between the two parties with usdequivalent to rmb 2 million. the liabilities amount was consisted of principal approximatelyamounting to usd 3.87 million and an accrued interest approximately amounting to rmb 42.

41、78million.on oct. 15 of 2010, the company signed the debts reconcile term with shenzhen chengxingtaiinvestment co., ltd which agreed the company should pay the compensation to chengxingtaicompany with rmb 14 million thus settled up all the creditors right and debts (about rmb 150million). the above

42、rmb 14 million has been settled up on 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 company forshort), relevant debt restructure work have been in pr

43、omotion 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 court in january 2010 for restructuring the company accor

44、ding to theregulation of bankruptcy law, with the purpose of recovering and improving the ability ofsustainable operations of the company. on dec. 28 of 2010, shenzhen intermediate peoples courtbelieved that applicants didnt submit materials such as solution plan both parties accepted whichwas forme

45、d from settlement of tax income and creditors right with tax department, and then ruledthat they didnt accept application of bankruptcy restructure shenzhen guosheng energy investmentand development co., ltd raised up. besides, guosheng energy company agreed to stop accounting4shenzhen china bicycle

46、 company (holdings) limitedfirst quarterly report 2012 (full text)rmb 33.6249 million of loan interests in 2011. this item of interests wont be received in futureyears. previously, guosheng energy company agrees to stop calculating loan interest from 2007 to2010. in march 2012, guosheng energy compa

47、ny reply a letter to state that agrees to stopcalculating loan interest for year of 2012 (approximately as rmb 33 million), the interest will noreceived in later years.in promoting the work of debt restructure, the company realized a stable development and profitscontinuity in main business. the sho

48、rt-term pressure of payment have been released, the ability ofsustainable operations got a certain improvement. board of the company considered that: as the debtand assets restructure of the company continuously made progress, the operation environment,operation status and sustainable operation abil

49、ity would be improved in future.3.2.2 particular about fund offered to shareholder or its related parties by the company andexternal guarantee with procedure violationapplicableinapplicable3.2.3 particular about the significant contract of routine operation signed and implementedapplicable3.2.4 othe

50、rapplicableinapplicableinapplicablei. on 9 march 2012, the company received reply to letter about applying for stopping calculating2012 annual debt interest of the company from major shareholder and largest creditor namelyshenzhen guosheng energy investment development co., ltd (hereinafter referred

51、 to as guoshengenergy): guosheng energy agreed to dismiss 2012 annual interests on rmb 9,124,638.59 and usd62,829,259.02 of debts held from the company. interests which were stopped to be calculated abovewont be charged again. the above said debt was transferred to guosheng energy from formercredito

52、r china huarong asset management corp., guosheng energy discharge the above said debtinterest in previous years. the stopping-calculation of interests on debts could put a positive impacton sustainable operation of the company. the company estimated accrual interest based on rmbannual loan interest

53、rate 7.74% disclosed at end of december 2007 from bank of china (no decreaseof accrual interest rate in line with conservatism principle since end of 2007) and usd annual loaninterest rate 8.13% (year of 2000) disclosed in latest period. interest for whole year of 2012 estimatedapproximately amounti

54、ng to 33 million yuan for the above said debt. the company will deal withthis account in accordance with relevant accounting policy and relevant rules, and reckoned them incapital reserve, which will not affect gains and losses of the company.ii. the company gradually perfected vary business mechani

55、sm of internal control process in linewith “working plan of implementation of internal control”, put business manual of internal controlfiles into order, completed self-assessment report of internal control for year of 2011 in report periodand every works are carried forwarding in a steady way by th

56、e plan.3.3 implementations of commitments by the company, shareholders and actual controllercommitments make within the report period or persisted to the period by listed company and itsdirector, supervisor and senior executives, shareholder with over 5 percent shares held and its actualcontrollerap

57、plicableinapplicablecommitmentspromiseecontent ofcommitmentsimplementationshenzhen previousguosheng non-tradablecommitments for share merger energy shares arereform developm forbidden to beent co., listed orltd, transferred withincomplied with the commitments5shenzhen china bicycle company (holdings

58、) limitedfirst quarterly report 2012 (full text)zhuorun 12 months sincetechnolog implementationy co., ltd day of reformplan; once the termof the former ruleends, previousshareholders whoheld more than 5%non-tradableshares could listand trade theirnon-tradableshares throughstock exchange.but the sale

59、amount cant takebeyond 5% in totalshares of thecompany within12 months and10% within 24months.commitments made in acquisitionreport or reports on change in naughtinterestsnaughtnaughtcommitments made in materialassets reorganizationcommitments made in issuingother commitments (includingadditional co

60、mmitments)naughtnaughtnaughtnaughtnaughtnaughtnaughtnaughtnaught3.4 estimation of accumulative net profit from the beginning of the year to the end of nextreport period to be loss probably or the warning of its material change compared with thecorresponding period of the last year and explanation of