ST中华B：第一季度报告全文（英文版） .ppt

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1、,Shenzhen China Bicycle Company(Holdings)Limited,First 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)Limited(he

2、reinafter 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 reality,accuracy a

3、nd completion of the whole contents.1.2 Other directors attended the meeting on examining the First Quarterly except for the followingdirectors.,Name of absentdirectorsYao Zhengwang,TitleDirector,Reason of absenceWent on business outside,Name of entrustedZhang Zebing,1.3 The First Quarterly Financia

4、l 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 is true and

5、complete.2.Company Profile2.1 Main accounting highlights and financial indexes:Unit:RMB,At the end of the report At the period-end of the,Changes of,period,last year,increase/decrease(%),Total assets(RMB),145,061,039.18,135,746,630.93,6.86%,Owners,equity,attributable,to,shareholders of the listed co

6、mpany,-1,690,397,235.31,-1,682,839,667.48,-0.45%,(RMB),Total share capital(Share),551,347,947.00,551,347,947.00,0.00%,Net asset per share attributable to,shareholders,of,listed,company,-3.07,-3.05,-0.45%,(RMB/Share),In the report period,The same period of lastyear,Changes ofincrease/decrease(%),Tota

7、l operating income(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,

8、280.10-1,167,450.59-0.0021-0.0286-0.0286,55,263,134.64-12,150,753.187,503,023.210.0136-0.0220-0.0220,-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 loss

9、esApplicable Inapplicable1,Shenzhen China Bicycle Company(Holdings)Limited,First 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:Share,Total number of shareholdersat the end

10、of report period,39,178,Particulars about the shares held by the top ten tradable shareholders with unrestricted conditionsAmount of tradable shares,Full name of shareholder,with unrestrictedconditions held at the endof report period,Type of shares,Shenzhen Kangsheng Investment DevelopmentCo.,Ltd.Ji

11、ngchao Investment Co.,Ltd.,5,972,500 RMB ordinary shares5,001,944 RMB ordinary shares,GUOTAI JUNANSECURITIES(HONGKONG)LIMITEDZeng Yin,4,599,1644,184,720,Domestically listedforeign sharesDomestically listedforeign shares,Shenzhen Fuwandian Investment Co.,Ltd.Airline Trust and Investment Co.,Ltd.Chen

12、Qingtao,2,637,099 RMB ordinary shares2,340,000 RMB ordinary shares2,300,000 RMB ordinary shares,TANG JING YUANGao LinyunZhang Huiling,2,213,1751,916,2001,883,369,Domestically listedforeign sharesDomestically listedforeign sharesDomestically listedforeign shares,3.Significant Events3.1 Particulars ab

13、out material changes in items of main accounting statement and financial index,and explanations of reasons,Applicable,Inapplicable,1.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

14、period-end increased by 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

15、 expenses in this period 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 thisperi

16、od increased.3.2 Analysis and explanation of significant events and their influence and solutions3.2.1 Particular about Qualified Opinion,Applicable,Inapplicable,Shenzhen Pengcheng Certified Public Accountants Co.,Ltd.offered 2011 Financial Report with thedisclaimer of opinion.The Board of Directors

17、 agreed the 2011 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 significant2,Shenzhen China Bicycle Company(Holding

18、s)Limited,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 Pengch

19、eng 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 influ

20、ence 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 understan

21、ding 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 andcompou

22、nd 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 had transf

23、erred 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 31st of 2004.The

24、Company 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 January 1st of2002 to

25、 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 handling had also c

26、hanged,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 offinancial debt,trying as soon

27、 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 process,theCPAs implemented audi

28、t 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 financial statement of the Company

29、.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 debts rights andamounts of both sides,the

30、refore,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 the work ofchecking account of tax department

31、,check clear the amount of tax payable as soon as possible,andwill disclose information according to the requirements of relevant regulations if there is some3,Shenzhen China Bicycle Company(Holdings)Limited,First Quarterly Report 2012(Full Text),progress.(3)Contingent events and lawsuits:Shenzhen P

32、engcheng 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 external guarantee andoverdue loans of the Compa

33、ny 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 completecontingent events and lawsuits,and impacts on

34、 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 specific responsible people also altered;the court needs

35、 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 lawsuits as soon as possible.If there is any progress,informatio

36、n 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 measures on the reconciliation procedure of the bankruptcy to settle t

37、he 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 2011 prepared by the Company based on imagined continuous operationswas

38、 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 breakthrough development.Relevant department such as China Banking Regulatory C

39、ommission 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 on March 29th of2007,in which it was agreed to settle all the credits

40、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 42.78million.On Oct.15 of 2010,the Company signed the Debts Reconcile Term w

41、ith 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 RMB 14 million has been settled up on Nov.30 of 2010 totally.On December 30,20

42、06,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 promotion by Guosheng Energy Companyrecently and obtained certain progress.Due to the

43、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 according to theregulation of Bankruptcy Law,with the purpose of recovering and improving t

44、he 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 formed from settlement of tax income and creditors right with tax department,and then ruledthat

45、 they didnt accept application of bankruptcy restructure Shenzhen Guosheng Energy Investmentand Development Co.,Ltd raised up.Besides,Guosheng Energy Company agreed to stop accounting4,Shenzhen China Bicycle Company(Holdings)Limited,First Quarterly Report 2012(Full Text),RMB 33.6249 million of loan

46、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 Company reply a letter to state that agrees to stopcalculating loan interest for year of 2012(approximat

47、ely 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 short-term pressure of payment have been released,the ability ofsustainable operations got a certain impro

48、vement.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 ability would be improved in future.3.2.2 Particular about fund offered to shareholder or its related parties b

49、y the Company andexternal guarantee with procedure violation,Applicable,Inapplicable,3.2.3 Particular about the significant contract of routine operation signed and implemented,Applicable3.2.4 OtherApplicable,InapplicableInapplicable,I.On 9 March 2012,the Company received Reply to Letter about Apply

50、ing for Stopping Calculating2012 Annual Debt Interest of the Company from major shareholder and largest creditor namelyShenzhen Guosheng Energy Investment Development Co.,Ltd(hereinafter referred to as GuoshengEnergy):Guosheng Energy agreed to dismiss 2012 annual interests on RMB 9,124,638.59 and US