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1、Shenzhen China Bicycle Company(Holdings)Limited ANNUAL REPORT 2017 April 2018 Section I.Important Notice,Contents and Paraphrase Board of Directors,Supervisory Committee,all directors,supervisors and senior executives of Shenzhen China Bicycle Company(Holdings)Limited(hereinafter referred to as the
2、Company)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/or joint,for the reality,accuracy and completion of the whole contents.Li Hai,Principal of the Company,Sun Longlon
3、g,person in charge of accounting works and Zhong Xiaojin,person in charge of accounting organ(accounting principal)hereby confirm that the Financial Report of 2017 Annual Report is authentic,accurate and complete.All directors are attended the Board Meeting for report deliberation.Concerning the unq
4、ualified auditor s report with explanatory paragraph issued by Ruihua Certified Public Accountant(LLP)for the financial report 2017 of the Company,board of the directors and supervisory committee are well-explained for relevant events,investors are advice to pay attention on reading.The Company has
5、no plan of cash bonus,dividends and capitalizing of reserves either.Contents Section I Important Notice,Contents and Paraphrase 5 Section II Company Profile and Main Finnaical Indexes 5 Section III Summary of Company Business 10 Section IV Discussion and Analysis of the Business 20 Section V Importa
6、nt Events 27 Section VI Changes in shares and particular about shareholders 33 Section VII Preferred Stock 33 Section VIII Particulars about Directors,Supervisors,Senior Executives and Employees 34 Section IX Corporate Governance 40 Section X Corporate Bonds 45 Section XI Financial Report 46 Section
7、 XII Documents available for reference 149 Paraphrase Items Refers to Contents Section II.Company Profile and Main Financial Indexes I.Company information Short form of the stock Zhonghua A,Zhonghua-B Stock code 000017,200017 Stock exchange for listing Shenzhen Stock Exchange Name of the Company(in
8、Chinese)深圳中华自行车(集团)股份有限公司 Short form of the Company(in Chinese)深中华 Foreign name of the Company(if applicable)Shenzhen China Bicycle Company(Holdings)Limited Short form of foreign name of the Company(if applicable)CBC Legal representative Li Hai Registrations add.No.3008,Buxin Rd.,Shenzhen Code for r
9、egistrations add 518020 Offices add.Room 1201,Wantong Building,No.3002,Sungang East Road,Shenzhen Codes for office add.518023 Companys Internet Web Site E-mail II.Person/Way to contact Secretary of the Board Rep.of security affairs Name Sun Longlong Cui Hongxia,Zhong Xiaojin Contact add.Room 1201,Wa
10、ntong Building,No.3002,Sungang East Road,Shenzhen Room 1201,Wantong Building,No.3002,Sungang East Road,Shenzhen Tel.0755-25516998,28181666 0755-25516998,28181666 Fax.0755-28181009 0755-28181009 E-mail III.Information disclosure and preparation place Newspaper appointed for information disclosure Sec
11、urities Times;Hong Kong Commercial Daily Website for annual report publish appointed by CSRC Juchao Website()Preparation place for annual report Room 1201,Wantong Building,No.3002,Sungang East Road,Shenzhen IV.Registration changes of the Company Organization code 914403006188304524 Changes of main b
12、usiness since listing(if applicable)N/A Previous changes for controlling shareholders(if applicable)1.In March 1992,the Stock of the Company was listed in Shenzhen Stock Exchange,and 23.28%equity of the Company was held by Shenzhen Lionda Holding Co.,Ltd.and Hong Kong Dahuan Bicycle Co.,Ltd respecti
13、vely.2.In March 2002,legal shares 13.58%A-stock of the Company was obtained by China Huarong Asset Management Co.,Ltd.through court auction,and became the first majority shareholder of the Company.3.On 13 November 2006,the 65,098,412 legal shears of CBC held by Huarong Company was acquired by Shenzh
14、en Guosheng Energy Investment Development Co.,Ltd.via the“Equity Transfer Agreement”signed,and first majority of the Company comes to Guosheng Energy.Guosheng Energy is the wholly-owned subsidiary of National Investment,actual controller was Zhang Yanfeng.4.In January 2011,controlling shareholder of
15、 Shenzhen Guosheng Energy Investment Development Co.,Ltd.Shenzhen National Investment Development Co.,Ltd.entered into equity transfer agreement with Mr.Ji Hanfei,100%equity of Guosheng Energy was transfer to Mr.Ji Hanfei with price of 70 million.Shenzhen Guocheng Energy Investment Development Co.,L
16、td.Shenzhen Guosheng Energy Investment Development Co.,Ltd.holds 63,508,747 A-stock of the Company with 11.52%in total share capital of the Company.5.On February 20,2017,Ji Hanfei and Guocheng Energy made an“Explanation”to abandon the actual control of the Company,after Ji Hanfei made the declaratio
17、n to abandon the actual control of the Company,the actual controller of the Company changed from Ji Hanfei to no actual control.V.Other relevant information CPA engaged by the Company Name of CPA Baker Tilly China CPA(LLP)Offices add.for CPA A-1 and A-5 of No.68 Building,No.19 Chegongzhuang West Roa
18、d,Haidian District Beijing Signing Accountants Chen Zhigang,Zhang Lei Sponsor engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
19、 Applicable Not applicable VI.Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not Yes No 2017 2016 Changes over last year 2015 Operating income(RMB)137,490,59
20、7.69 141,970,520.80-3.16%170,990,030.10 Net profit attributable to shareholders of the listed company(RMB)1,529,587.27 2,603,637.47-41.25%-138,355.58 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses(RMB)1,189,700.50 2,029,248.99-41.37%-416,
21、262.14 Net cash flow arising from operating activities(RMB)-3,431,578.40 634,446.01-640.88%-3,029,023.82 Basic earnings per share(RMB/Share)0.003 0.005-40.00%-0.0003 Diluted earnings per share(RMB/Share)0.003 0.005-40.00%-0.0003 Return on Equity 10.11%19.93%-9.82%-1.17%End of 2017 End of 2016 Change
22、s over end of last year End of 2015 Total assets(RMB)73,559,961.28 54,088,275.72 36.00%45,869,094.97 Net assets attributable to shareholder of listed company(RMB)15,898,270.85 14,368,683.58 10.65%11,765,046.11 VII.Difference of the accounting data under accounting rules in and out of China 1.Differe
23、nce of the net profit and net assets disclosed in financial report,under both IAS(International Accounting Standards)and Chinese GAAP(Generally Accepted Accounting Principles)Applicable Not applicable The Company had no difference of the net profit or net assets disclosed in financial report,under e
24、ither IAS(International Accounting Standards)or Chinese GAAP(Generally Accepted Accounting Principles)in the period.2.Difference of the net profit and net assets disclosed in financial report,under both foreign accounting rules and Chinese GAAP(Generally Accepted Accounting Principles)Applicable Not
25、 applicable The Company had no difference of the net profit or net assets disclosed in financial report,under either foreign accounting rules or Chinese GAAP(Generally Accepted Accounting Principles)in the period.VIII.Quarterly main financial index In RMB First quarter Second quarter Third quarter F
26、ourth quarter Operating income 23,303,201.13 25,626,475.14 46,587,182.39 41,973,739.03 Net profit attributable to shareholders of the listed company 212,322.25-1,903,700.69 327,866.56 2,893,099.15 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and l
27、osses 94,639.00-1,997,458.26 247,560.69 2,844,959.07 Net cash flow arising from operating activities-1,437,760.37-7,368,281.86 2,466,590.35 2,907,873.48 Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclose
28、d in the companys quarterly report and semi-annual report Yes No IX.Items and amounts of extraordinary profit(gains)/loss Applicable Not applicable In RMB Item 2017 2016 2015 Note Gains/losses from the disposal of non-current asset(including the write-off that accrued for impairment of assets)-2,464
29、.81-11,450.00 Switch-back of provision of impairment of account receivable which are treated with separate depreciation test 278,664.18 Other non-operating income and expenditure except for the aforementioned items 281,545.89 595,720.77 369,201.08 Less:Impact on income tax 139,436.31 5,201.21 92,300
30、.27 Impact on minority shareholders equity(post-tax)78,422.18 4,681.08-1,005.75 Total 339,886.77 574,388.48 277,906.56-Concerning the extraordinary profit(gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public-Extraordinary Profit/
31、loss,and the items defined as recurring profit(gain)/loss according to the lists of extraordinary profit(gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public-Extraordinary Profit/loss,explain reasons Applicable Not applicable In reportin
32、g period,the Company has no particular about items defined as recurring profit(gain)/loss according to the lists of extraordinary profit(gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public-Extraordinary Profit/loss Section III.Summary o
33、f Company Business I.Main businesses of the company in the reporting period Whether the company needs to comply with the disclosure requirements of the particular industry No The company is engaged in the main business for the bicycle business and lithium battery material business,including producti
34、on,assembly,procurement,sales of bicycles and electric bicycles,etc.II.Major changes in main assets 1.Major changes in main assets Major assets Note of major changes Equity assets No major change Fixed assets No major change Intangible assets No major change Construction in progress No major change
35、2.Main overseas assets Applicable Not applicable III.Core Competitiveness Analysis Whether the company needs to comply with the disclosure requirements of the particular industry No Despite the fierce market competition in the bicycle industry as a conventional industry,the increased awareness of gr
36、een commuting,leisure and exercises as a result of the development of Chinas social economy and the change of peoples living concept creates structural development opportunity for the bicycle industry.The Company will continue to do better in various aspects of operation such as market development,p
37、roduct development,quality management and sales of e-commerce,extended and expansion the application of upstream&downstream industry for the industrial chain step by step,so as to maintain and improve the Companys ability to continue as a going concern before the restructuring.On the other side,the
38、Company has set out the condition of introduction of investors in the restructuring plan with expectation to restore its ability to continue as a going concern and its continuous profitability through the restructuring of assets.Furthermore,we strive to planning the privately placement in the period
39、 and hope to improve the operation ability and development strength of the Company,relevant works are still in promotion Section IV.Discussion and Analysis of the Business I.Introduction In 2017,the international political and economical situation was complex and severe,structural problems and deep-
40、seated contradictions in the domestic economic development were highlighted,economic downturn pressure continued to increase,many unstable and uncertain factors still existed,which affected and impacted the traditional manufacturing industries and the social consumption structure demand.Under the le
41、adership of central government and governments at all levels,the whole nation strengthened their confidence,overcame difficulties,and forged ahead,and achieved steady progress in economic and social development,and the economic fundamentals were continuously consolidated and developed.As a sector in
42、 the traditional manufacturing field,the bicycle industry continued the dilemma of rise in labor cost,manufacturing costs,cost of capital,and material costs.Due to the low entry barriers of the industry and the large number of manufacturers,the market competition was fierce and the industry reshuffl
43、e intensified.The shared bicycle brands like Mobike and ofo were quickly promoted with financial advantages,further met the users needs,and squeezed the market space of traditional bicycle enterprises.At the same time,as a traditional manufacturing industry,the bicycle industry also ushered in the“M
44、ade in China 2025”strategy,under the guidance of the basic principles of“Innovation Driven,Quality First,Green Development,Structure Optimization,and Talent Based”,took the important opportunity to speed up the transformation and upgrading,and also faced with the important challenges of e-commerce d
45、evelopment impacts on channels,channel integration and Internet+.China has the worlds largest production and marketing of electric bicycles,after years of development,electric bicycles have gradually become an important means of transportation for consumers on everyday short-distance trips,at presen
46、t,there are about 200 million bicycles in the entire society.Structural body,motor,power battery,and control system are the core components of electric bicycles,Shenzhen China Bicycle has been closely following up the research on their technological development,application development,and commercial
47、 value for a long period of time,and has determined the qualified suppliers for core components year by year.The non-public offering of shares for fund-raising investment project of Shenzhen China Bicycle being planned and prepared at present also covers the application researches on switched reluct
48、ance motors,super-capacitor batteries,new materials,electric car bus control systems,wearable devices,intelligent positioning lock systems,etc.As one of the core components,electric bicycle power batteries have been mainly lead-acid batteries in the past decade or two,with the development and popula
49、rization of new energy technologies and new energy materials,it is expected to be replaced by the lithium batteries in the future.According to the strategy guidelines of“Made in China 2025”by the State Council and the spirit of standardization reform,the Ministry of Industry and Information Technolo
50、gy,the Ministry of Public Security,the State Administration for Industry and Commerce,and the General Administration of Quality Supervision,Inspection and Quarantine have introduced a new national standard for electric bicycles to comprehensively improve the safety performance of electric bicycles,a