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 2008 July 30,2008 1Important Notice The Board of Directors of Shenzhen China Bicycle Company(Holdings)Limited(hereinafter referred to as the Company)and its directors hereby confirm that there are no important om
2、issions,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 2008 semi-annual financial report of the Company has not been audited,and the i
3、nvestors are suggested to read carefully.Director Yang Fenbo entrusted Liu Linfeng to present the board meeting due to business outside,Mr.Zhang Xiang could not present the meeting but asked for leave due to work.No director declares that he or she could not assure the authenticity,accuracy and comp
4、leteness of the semi-annual report,or holds different opinions.Chairman of the Board of the Company Mr.Shang Shijun,President Mr.Ye Qing and Chief Accountant Ms.He Yili hereby assure that the financial report enclosed in the semi-annual report is true and complete.CONTENTS SECTION I.COMPANY PROFILE-
5、SECTION II.MAIN FINANCIAL DATA AND BUSINESS INDEXES-SECTION III.CHANGES IN SHARE CAPITAL AND PARTICULARS ABOUT SHAREHOLDERS-SECTION IV.PARTICULARS ABOUT DIRECTORS,SUPERVISORS AND SENIOR EXECUTIVES-SECTION V.REPORT OF THE BOARD-SECTION VI.SIGNIFICANT EVENTS-SECTION VII.FINANCIAL REPORT-SECTION VIII.D
6、OCUMENTS A V AILABLE FOR REFERENCE-2SECTION I.COMPANY PROFILE I.Legal Name of the 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 Se
7、curities Affairs:Cui Hongxia Tel.:(86)755-28181666 Contact Address:Zhonghua 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
8、 Industrial Park,Yousong Industrial Zone,Longhua,Shenzhen,Guangdong Province,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
9、Semi-annual Report Is Prepared and Placed:Secretariat of the Board of the 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 Stoc
10、k Code:000017,200017 VII.Other Relevant Information:1.Date 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.Names and Of
11、fice Addresses of the Domestic CPA and the Overseas CPA:Name:Shenzhen Pengcheng Certified Public Accountants Co.,Ltd.Office Address:5/F,Baofeng Building,2006 South Dongmen Road,Shenzhen 3SECTION II.MAIN FINANCIAL DATA AND BUSINESS INDEXES(I)Major accounting data and financial indexes in the report p
12、eriod(Unit:RMB)At the end of this report period At the period-end of last year Increase/decrease at the end of this report period compared with that of last year(%)Total assets 210,914,847.68 214,381,530.57-1.62Owners equiy(or Shareholders equity)-1,788,955,096.39-1,784,339,460.68 0.26Net assets per
13、 share-3.7314-3.7218 0.26 This report period The same period of last year Increase/decrease in this report period compared with that of last year(%)Operating profit-11,846,915.08-43,404,312.59-72.71Total profit-4,286,665.48 22,317,430.40-119.21Net profit-4,615,635.71 18,689,260.58-124.70Net profit a
14、fter deducting non-recurring gains and losses-12,175,885.31-47,032,482.41-74.11Basic earnings per share-0.0096 0.0390-124.62Diluted earnings per share-0.0096 0.0390-124.62Return on equity-1.02%-Net cash flow arising from operating activities-6,185,663.33 1,245,361.24-596.70Net cash flow arising from
15、 per share operating activities-0.0129 0.0026-596.15(II)Items of non-recurring gains and losses:(Unit:RMB)Detailed Item Jan to Jun,2008 The same period of last year 1.Gains and losses from disposal of non-current asset 7,633,441.94-2.Any tax refund or exemption illegally approved or without supporti
16、ng 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 recognizable fair value of net asset e
17、njoyable by the merger unit when taking merger-6.Exchanging gains and losses of non-currency assets-7.Gains and losses of entrusted investment-4Detailed Item Jan to Jun,2008 The same period of last year 8.Accrual of provisions for asset impairment due to natural disasters and other majure-9.Gains an
18、d losses caused by debts reorganization 65,663,701.4310.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 merg
19、er of enterprises under the common 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-39,322.93-33,850.2415.Other-33,869.41 91,891.80Total 7,560,249.60 65,721,742.9
20、9(III)Indexes calculated in accordance 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-0.0247-0.0247 Net profi
21、t-0.0096-0.0096 Net profit deducting non-recurring gains and losses-0.0254-0.0254(IV)Adjustment statement on difference in net assets calculated in accordance with CAS and IAS respectively in the report period(Unit:RMB)Net assets dated Jun.30,2008 Net assets dated Jun.30,2007 Under IAS-1,788,955,096
22、.39-1,834,610,050.99Under Accounting System of Enterprise Business-1,788,955,096.39-1,834,610,050.99There is no difference between the net assets attributable to parent company which were respectively confirmed on Jun 30th of 2008 and Jun 30th of 2007 according to CAS and IAS.5SECTION III.CHANGES IN
23、 SHARE CAPITAL AND PARTICULARS ABOUT SHAREHOLDERS(I)Particulars about changes in 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:U
24、nit:Share Total shareholders 34,147 Particulars about shares held by the top ten shareholders Full name of shareholders Nature of shareholdersProportion of shares heldTotal amount of shares heldAmount of non-circulating shares held Amount of shares pledged or frozen Shenzhen Guocheng Energy Investme
25、nt Development Co.,Ltd.Domestic legal person13.58%65,098,41265,098,412 0Hong Kong Zhuorun Technology Co.,Ltd.Foreign legal person9.20%44,104,246 44,104,246 40,000,000Hong Kong(Link)Bicycles Limited Foreign legal person5.42%26,000,000 26,000,000 26,000,000Shenzhen Kangsheng Investment Development Co.
26、,Ltd.Domestic legal person2.50%11,968,59011,968,590 0Xinliyi Investment Management Co.,Ltd.Domestic legal person2.34%11,200,00011,200,000 0Airline Trust and Investment Co.,Ltd.Domestic legal person2.16%10,340,000 10,340,000 10,340,000Shenzhen New Land Tool Consultants PTE.LTD Domestic legal person2.
27、06%9,857,556 0 0Shenzhen International Trust&Investment Co.,Ltd.Domestic legal person1.25%6,000,000 600,000 0Jingchao Investment Co.,Ltd.Foreign legal person1.04%5,001,944 5,001,944 5,001,944Shanghai Yanxin Industrial Investment Co.,Ltd.Domestic natural person 0.73%3,500,0003,500,000 0Particulars ab
28、out shares held the top ten circulating shareholders Full name of shareholders Total circulating shares held Type of shares Shenzhen New Land Tool Consultants PTE.LT D 9,857,556 RMB ordinary share Xiao Lizhu 3,465,320 Domestically listed foreign share Zhang Huiling 2,152,973 Domestically listed fore
29、ign share TANG JING YUAN 1,924,500 Overseas listed foreign shareABN AMRO BANK NV 1,758,200 Overseas listed foreign shareJiang Lan 1,213,000 Overseas listed foreign shareLi Jinling 1,187,302 Overseas listed foreign shareZhang Genyou 1,084,249 Overseas listed foreign shareLiu Baohua 1,000,000 Overseas
30、 listed foreign shareWei Guobin 901,700 Overseas listed foreign shareExplanation on associated relationship among the top ten Among the top ten shareholders of circulation share,the Company was unaware of whether there existed associated relationship or whether there 6shareholders or consistent acti
31、on 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.SECTION IV.PARTICULARS ABOUT DIRECTORS,SUPERVISORS AND SE
32、NIOR EXECUTIVES(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 directors,supervisors and senior executives In the report period,th
33、e tenure of the fifth Board of Directors of the Company expired,and the election of changes was held in 2007 Annual Shareholders General Meeting in which elected Mr.Yao Zhengwang and Mr.Lan Qihua were the Supervisors of the 6th supervisory committee of the Company dated June 27,2008;Mr.Zheng Zhonghu
34、an was elected as the Employee Representative Supervisor of the 6th supervisory committee of the Company in the Staff Representatives Conference held on June 4,2008.2.On June 27,2008,the 1st meeting of the 6th board of directors of the Company elected Mr.Yao Zhengwang as the Convenor of the 6th supe
35、rvisory committee.SECTION V.REPORT OF THE BOARD(I)Discussion and analysis of the whole operation of the Company in the report period:In the report period,the field that the Company belongs to and its main business havent changed.In the first half year of 2008,with the severe situation of whole macro
36、 economy and the industry,the Companys operation maintained stable development,and other work went on normally or on the schedule.From Jan.to June,the Company realized operation income of RMB 111,109,900,which increased 11.38%compared to the same period of last year.In the report period,because of t
37、he great increase of resource price for raw material,especially the huge rising price of battery and other consuming accessories,the cost of making electric bicycle increased a lot.At the same period,its debt restructuring work has not had real progress,so large debt burden still restrict the develo
38、pment of the Company,and net profit attributable to the parent company is the loss of RMB 4,615,600.(II)Comparison of the financial indexes in the report period with those of the same period of last year:1.Operating results:Financial index Amount(RMB)Increase/decrease proportion Jan.Jun.2008 Jan.Jun
39、.2007 Income from main operations 111,109,918.15 99,757,329.45 11.38%Profit from main operations-11,846,915.08-43,404,312.59-72.71%Net profit-4,615,635.71 18,689,260.58-124.70%Net increase of cash and cash equivalents 4,200,999.54 1,139,946.75 268.53%2.Financial status:7Items Amount(RMB)Increase/dec
40、rease proportion Jan.Jun.2008 Jan.Jun.2007 Current assets 84,693,878.60 85,058,792.65-0.43%Total assets 210,914,847.68 270,370,054.14-21.99%Current liabilities 1,838,099,830.92 1,943,103,180.47-5.40%Shareholders equity-1,788,626,126.16-1,834,610,050.99-2.51%Notes:The situations on large changes in m
41、ain accounting statement and financial index of the Company and its reasons:Monetary fund：increased 29.87%compared to the beginning of the period due to receiving of Beijing Branch property disposal;Notes receivable:decreased 100%compared to the beginning of the period due to all notes receivable ex
42、pired in the first half year;Accounts paid in advancet:decreased 33%compared to the beginning of the period due to the transfer of accounts paid in advance for the project which had been completed;Other account receivable:decreased 13.7%compared to the beginning of the period due to change of other
43、current capital;Inventory:increased 14.55compared to the beginning of the period due to sale increase of Emmelle,thus making rise of inventory;Fixed asset:decreased 10.81%compared to the beginning of the period due to Beijing Branch property disposal;Accounts received in advance:increased 46.96compa
44、red to the beginning of the period due to sale increase of Emmelle,thus making rise of it;Wages payable:increased 16.34compared to the beginning of the period due to incomplete paying-off for fired employees;Other business income:increased 58.96compared to the same period of last year due to disposa
45、l of inventory material in the warehouse of this period;Sale expense:decreased 26.43%compared to the same period of last year due to control of sale expense;Administration expense:increased 146.76compared to the same period of last year due to compensate for economic reduction of stuff of RMB 7,187,
46、400 and the transferred expense of operation depreciation caused by Shenzhen factorys close-down.Financial expense：decreased 128.30 compared to the same period of last year due to that the rapid appreciation of Renminbi,so the Company benefit in income of exchange for its accounts payable in this re
47、port period.Losses of assets devaluation：decreased 39.09 compared to the same period of last year due to the depreciation of the inventories in this report period.Non-operating income：decreased 87.97 compared to the same period of last year due to that income from debt restructuring with big amount
48、has not occurred in this report period.Non-operating expenditure：increased 934.60 compared to the same period of last year due to that expenditure for compensation has happened in this report period.Income tax expense：decreased compared to the same period of last year due to that the Company has not
49、 made profit in this report period,so it is not necessary to collect income tax of enterprise.Net profit:decreased 122.48 compared to the same period of last year due to that income from debt restructuring with big amount has not occurred in this report period.Net profit attributable to shareholders
50、 of parent company:decreased 124.70 compared to the same period of last year due to that income from debt restructuring with big amount has not 8occurred in this report period.(II)Analysis on the operating status in the report period:In the report period,industry and focused businesses the Company e
