1、 0 深圳中华自行车（集团）股份有限公司 Shenzhen China Bicycle Company(Holdings)Limited Semi-Annual Report 2009 August 13,2009 1Important Notice The directors,supervisors and senior executives of Shenzhen China Bicycle Company(Holdings)Limited(hereinafter referred to as the Company)hereby confirm that there are no imp
2、ortant omissions,fictitious statements or serious misleading information carried in this report,and shall take all responsibilities,individually and jointly,for the authenticity,accuracy and completeness of the whole contents.The 2009 semi-annual financial report of the Company has not been audited,
3、and the investors are suggested to read carefully.No director declares that he or she could not assure the authenticity,accuracy and completeness of the semi-annual report,or holds different opinions.Chairman and Person in Charge of the Company Mr.Wu Jun,Person in Charge of Accounting Works Mr.Wang
4、Cheng and Person in Charge of Accounting Institution Mr.Sun Longlong hereby assure that the financial report enclosed in the semi-annual report is true and complete.CONTENTS SECTION I.COMPANY PROFILE-3 SECTION II.MAIN FINANCIAL DATA AND BUSINESS INDEXES-4 SECTION III.CHANGES IN SHARE CAPITAL AND PAR
5、TICULARS ABOUT SHAREHOLDERS-6 SECTION IV.PARTICULARS ABOUT DIRECTORS,SUPERVISORS AND SENIOR EXECUTIVES-7 SECTION V.REPORT OF THE BOARD-9 SECTION VI.SIGNIFICANT EVENTS-14 SECTION VII.FINANCIAL REPORT-18 SECTION VIII.DOCUMENTS A V AILABLE FOR REFERENCE-18 2SECTION I.COMPANY PROFILE I.Legal Name of the
6、 Company In Chinese:深圳中华自行车（集团）股份有限公司 In English:SHENZHEN CHINA BICYCLE COMPANY(HOLDINGS)LIMITED Short form of English Name:CBC II.Legal Representative:Shang Shijun III.Secretary of the Board:Li Hai Representative of Securities Affairs:Cui Hongxia Tel.:(86)755 28181666,25516998 Contact Address:Zhong
7、hua Industrial Park,Yousong Industrial Zone,Longhua,Shenzhen,Guangdong Province,China Fax:(86)755-28181009 E-mail:IV.Registered Address:No.3008,Buxin Road,Shenzhen,Guangdong Province,China Postcode:518019 Office Address:Zhonghua Industrial Park,Yousong Industrial Zone,Longhua,Shenzhen,Guangdong Prov
8、ince,China Postcode:518131 Internet Website:E-mail:V.Newspapers Chosen for Disclosing Information:Securities Times and Hong Kong Wen Wei Po Internet Website Designated for Publishing the Semi-annual Report:http:/Place Where the Semi-annual Report Is Prepared and Placed:Secretariat of the Board of th
9、e Company,Yousong Industrial Zone,Longhua,Shenzhen VI.Stock Exchange Listed with,Short Form of the Stock and Stock Code:Stock Exchange Listed with:Shenzhen Stock Exchange Short Form of the Stock:SST ZHONGHUA-A,ST ZHONGHUA-B Stock Code:000017/A-stock,200017/B-stock VII.Other Relevant Information:1.Da
10、te of the First Registration:August 24,1984 2.Place:Buxin Road,Shenzhen 3.Registration No.of the Business License of Incorporated Enterprise:QGYSZZ No.101165 4.Tax Registration No.:GSSZ No.440301618830452,SDSDZ No.440303618830452 5.Name and office address of the Certified Public Accountants engaged
11、by the Company:Shenzhen Pengcheng Certified Public Accountants Co.,Ltd.Office Address:5/F,Baofeng Building,No.2006 South Dongmen Road,Shenzhen 3SECTION II.MAIN FINANCIAL DATA AND BUSINESS INDEXES(I)Major accounting data and financial indexes in the report period(Unit:RMB)At the end of this report pe
12、riod At the period-end of last year Increase/decrease at the end of this report period compared with that in period-end of last year(%)Total assets 190,150,317.40 190,897,705.53-0.39%Owners equity attributable to shareholders of the listed company-1,835,483,874.45-1,803,059,381.39 1.80%Share capital
13、 479,433,003.00 479,433,003.00 0.00%Net assets per share attributable to shareholders of the listed company(RMB/Share)-3.8284-3.7608 1.80%This report period(Jan.to Jun.)The same period of last year Increase/decrease in this report period year-on-year(%)Total operating income 112,494,583.85 111,109,9
14、18.15 1.25%Operating profit-56,735,729.52-11,846,915.08 378.91%Total profit-56,402,631.25-4,286,665.48 1,215.77%Net profit attributable to shareholders of the listed company-56,332,908.69-4,615,635.71 1,120.48%Net profit attributable to shareholders of the listed company after deducting non-recurrin
15、g gains and losses-56,666,006.96-12,175,885.31 365.40%Basic earnings per share(RMB/Share)-0.1175-0.0096 1,123.96%Diluted earnings per share(RMB/Share)-0.1175-0.0096 1,123.96%Return on equity(%)-Net cash flow arising from operating activities 753,569.02-6,185,663.33-112.18%Net cash flow per share ari
16、sing from operating activities(RMB/Share)0.0016-0.0129-112.18%(II)Items of non-recurring gains and losses:(Unit:RMB)Non-recurring gains and losses:Jan to Jun,2009 The same period of last year 1.Gains and losses from disposal of non-current asset 218,726.57 7,633,441.942.Any tax refund or exemption i
17、llegally approved or without supporting documents in writing-3.Governmental subsidy reckoned into current gains and losses-4.Income deriving from use by non-financial entities of an enterprises own fund-5.Gains and losses caused by that the merger cost of merger enterprise is smaller than the fair r
18、ecognizable fair value of net asset enjoyable by the merger unit when taking merger-6.Exchanging gains and losses of non-currency assets-47.Gains and losses of entrusted investment-8.Accrual of provisions for asset impairment due to natural disasters and other majure-9.Gains and losses caused by deb
19、ts reorganization 10.Expenses caused by enterprises reconstruction-11.Profit/loss attributable to unfair portion of the value resulting from unfair priced transactions-12.Current net gains and losses during period-begin to merger date of subsidiaries caused by merger of enterprises under the common
20、control-13.Gains and losses caused by projected liabilities irrelevant to main operations of the Company-14.Net amount of other non-operating income and cost excluded the aforesaid items 128,593.36-39,322.9315.Other-14,221.66-33,869.41Total 333,098.27 7,560,249.60(III)Indexes calculated in accordanc
21、e with Regulations on the Information Disclosure of Companies Publicly Issuing Shares(No.9)are as follows:Return on equity(%)Earnings per share(RMB)Profit index Fully diluted Weighted average Fully diluted Weighted average Operating profit-0.1183-0.1183Net profit-0.1175-0.1175Net profit after deduct
22、ing non-recurring gains and losses-0.1182-0.1182(IV)Adjustment statement on difference in net assets calculated in accordance with CAS and IAS respectively in the report period(Unit:RMB)Net assets as of Jun.30,2009 Net assets as of Jun.30,2008 IAS-1,835,483,874.45-1,788,955,096.39CAS-1,835,483,874.4
23、5-1,788,955,096.39 There is no difference between the net assets attributable to parent company which were respectively confirmed on Jun 30th of 2009 and Jun 30th of 2008 according to CAS and IAS.5SECTION III.CHANGES IN SHARE CAPITAL AND PARTICULARS ABOUT SHAREHOLDERS(I)Particulars about changes in
24、share capital:Share capital of the Company remains unchanged in the report period.(II)Particulars about shares held by the top ten shareholders and the top ten circulating shareholders at the end of this report period:Unit:Share Total shareholders 33,452 Particulars about shares held by the top ten
25、shareholders Full name of shareholders Nature of shareholders Proportion of shares held Total amount of shares heldAmount of non-circulating shares held Amount of shares pledged or frozen Shenzhen Guocheng Energy Investment Development Co.,Ltd.Domestic non-state-owned legal person 13.58%65,098,41265
26、,098,412 0 Hong Kong Zhuorun Technology Co.,Ltd.Foreign legal person 9.20%44,104,246 44,104,246 40,000,000HONGKONG（LINK）BICYCLES LIMITED Foreign legal person 5.42%26,000,000 26,000,000 26,000,000Shenzhen Kangsheng Investment Development Co.,Ltd.Domestic non-state-owned legal person 2.50%11,968,59011
27、,968,590 0 Xinliyi Investment Management Co.,Ltd.Domestic non-state-owned legal person 2.34%11,200,00011,200,000 0 Airline Trust and Investment Co.,Ltd.State-owned legal person 2.16%10,340,00010,340,000 0 Shenzhen New Land Tool Consultants PTE.LTD Domestic non-state-owned legal person 2.06%9,857,556
28、9,857,556 0 China Resources SZITIC Trust Co.,Ltd.State-owned legal person 1.25%6,000,0006,000,000 0 Jingchao Investment Co.,Ltd.Foreign legal person 1.04%5,001,9445,001,944 0 Shanghai Yanxin Industrial Investment Co.,Ltd.Domestic non-state-owned legal person 0.73%3,500,0003,500,000 0 Particulars abo
29、ut shares held the top ten circulating shareholders Full name of shareholders Total circulating shares held Type of shares Shenzhen New Land Tool Consultants PTE.LTD.9,857,556 Domestically listed foreign shares Zhang Huiling 2,071,372 Domestically listed foreign shares TANG JING YUAN 1,924,500 Domes
30、tically listed foreign shares Lu Huazhong 1,547,000 Domestically listed foreign shares Li Jinling 1,225,702 Domestically listed foreign shares Jiang Lan 1,215,800 Domestically listed foreign 6shares Xiao Lizhu 1,127,649 Domestically listed foreign shares Wang Zuoguang 1,025,700 Domestically listed f
31、oreign shares Liu Baohua 1,000,000 Domestically listed foreign shares Wei guobin 902,000 Domestically listed foreign shares Explanation on associated relationship among the top ten shareholders or consistent action Among the top ten shareholders of circulation share,the Company was unaware of whethe
32、r there existed associated relationship or whether there existed consistent actionist regulated in the Management Measure of Information Disclosure on Change of Shareholding for Listed Companies.(III)In the report period,the Companys controlling shareholder and actual controller have not changed.7SE
33、CTION IV.PARTICULARS ABOUT DIRECTORS,SUPERVISORS,SENIOR EXECUTIVES AND EMPLOYEES(I)In the report period,the Companys shares held by directors,supervisors and senior executives of the Company remained unchanged.(II)In the report period,particulars about new engagement or dismission of the Companys di
34、rectors,supervisors and senior executives In the report period,according to the nomination of Hong Kong(Link)Bicycles Limited(already renamed as China Bicycle(Group)Co.,Ltd.),the shareholder of the Company,and with examination and approval from the 18th Shareholders General Meeting(for 2008)held on
35、Jun 30th of 2009,Mr.Guan Yueyu was elected as director of the 7th board of directors.His term was the same as this session of board of directors.8 SECTION V.REPORT OF THE BOARD(I)Discussion and analysis on the general operation of the Company during the report period:No change happened to the main b
36、usiness and the industry that the Company belonged to during the report period.The global financial crisis broke out at the end of 2008 really brought comparatively big negative influences on domestic industry economy,trade export,occupation-taking,and consumption market as well as consumption antic
37、ipation.Much more,this influence would be across the 2009 for a whole year.At the other side,the Company still faced the griming operation environment that debt restructuring hadnt received practical progress and Share Merger Reform kept no moving in the first half year of 2009.Under such situation,
38、the operation group of the Company guided all employees to actively adjust operation strategy and product structure,greatly develop the main business-electronic bicycle,strengthen construction of network and service of after-sales,and to consummate service system;meanwhile,it reinforced product R&D
39、and rationally positioned manufacture bases,to realize general stable growth of main business operation.In terms of property lease and management:the Company reasonably integrated the manufacture bases in head office and Longhua,adopted various measures to clear off inventory materials,to make sure
40、that it could be furthest leased out.Through this,the cash flow and economic benefit of the Company were improved.From January to June of 2009,the Company realized operation income of RMB 112,494,600,1.25%up over the same period of last year;a loss of RMB 56,332,900 for net profit.(II)Financial inde
41、x of the report period compared to that of the same period of last year:1.Operation achievements:Financial index Amount(RMB)Increase or decrease Jan.to June,2009 Jan.to June,2008 Operation income 112,494,583.85 111,109,918.15 1.25%Operation profit-56,735,729.52-11,846,915.08 378.91%Net profit-56,332
42、,908.69-4,615,635.71 1,120.48%Net increase of cash and cash equivalent 9,264,271.23 4,200,999.54 120.53%2.Financial condition:Item Amount(RMB)Increase or decrease Jan.to June,2009 Jan.to June,2008 Current assets 100,508,702.74 84,693,878.60 18.67%Total assets 190,150,317.40 210,914,847.68-9.84%Curre
43、nt liability 1,841,166,703.09 1,838,099,830.92 0.17%Shareholders equity-1,835,150,370.61-1,788,626,126.16 2.60%Explanation:particulars and reasons for the great changes in main accounting statement items and financial index of the Company Monetary capital:91.85%up over period-begin,mainly due to tha
44、t the Company received refund for investment project in Jiangxi Lihua;Notes receivable:31.62%up over period-begin,mainly due to that Emmelle Company newly 9received drafts in this report period;Account receivable:196.96%up over period-begin,mainly due to operation business;Others receivable:29.83%do
45、wn over period-begin,mainly due to that the Company received refund for investment project in Jiangxi Lihua;Account received in advance:42.87%up over period-begin,mainly due to the new accounts received in advance by Emmelle Company for its sales in this report period;Other current liabilities:20.11
46、%up over period-begin,mainly due to interest was withdrew in the report period;Capital reserve:5.82%up over period-begin,mainly due to that the interests exempted by Guosheng Company in this report period was recorded into capital reserve;Sales expense:36.69%up over the same period of last year,main
47、ly due to increase of sales expense of Emmelle Company;Administration expense:34.34%down over the same period of last year,mainly due to that compensation for economic dismission occurred in the same period of last year;Financial expense:681.42%up over the same period of last year,mainly due to that
48、 exchange rate for RMB was comparatively stable for this report period,while big amount of exchange income occurred in the same period of last year due to the appreciation of RMB;Assets depreciation loss:161.33%down over the same period of last year,mainly due to that the Company received tender acc
49、ount for bankruptcy of Hong Kong Link in this report period,while inventory depreciation loss was withdrew in the same period of last year;Investment income:100%down over the same period of last year,mainly due to that as for Jiangxi Lihua,it had be transferred to other account receivable from long-
50、term equity investment in 2008,so it couldnt yield investment income in this report period;Non-operating income:95.61%down over the same period of last year,mainly due to that the Company disposed Beijing property in the same period of last year,while no such assets disposal happened in this report
