Shenzhen China Bicycle Company (Holdings) Limited
THE THIRD QUARTERLY REPORT FOR 2018
（TEXT）
Section I. Important Notes
Board of Directors and the Supervisory Committee of SHENZHEN CHINABICYCLE COMPANY (HOLDINGS) LIMITED (hereinafter referred to as theCompany) and its directors, supervisors and senior executives hereby confirmthat there are no any fictitious statements, misleading statements, or importantomissions carried in this report, and shall take all responsibilities, individualand/or joint, for the reality, accuracy and completion of the whole contents.All directors of the Company are attended the Meeting for quarterly reportdeliberation.Principal of the Company Li Hai, Person in Charge of Accounting Works SunLonglong and Person in Charge of Accounting Organ (Accounting Officer)Zhong Xiaojin hereby confirm that the Financial Report of the Third QuarterlyReport is authentic, accurate and complete.
Section II. Basic information of Company
I. Main accounting data and index
Whether it has retroactive adjustment or re-statement on previous accounting data or not
□Yes √No
| Current period-end | Period-end of last year | Increase/decrease | ||||
| Total assets (RMB) | 70,158,059.66 | 73,559,961.28 | -4.62% | |||
| Net assets attributable to shareholders of listed company (RMB) | 16,982,946.84 | 15,898,270.85 | 6.82% | |||
| Current period | Increase/decrease in comparison with same period of last year | Year-begin to end of the Period | Increase/decrease in comparison with year-begin to Period-end of last year | |||
| Operating revenue (RMB) | 33,515,376.48 | -28.06% | 101,250,275.83 | 6.00% | ||
| Net profit attributable to shareholders of the listed company (RMB) | 530,513.93 | 61.81% | 1,084,675.99 | -179.55% | ||
| Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses (RMB) | 350,936.29 | 41.76% | 872,302.68 | -152.70% | ||
| Net cash flow arising from operating activities (RMB) | -- | -- | 122,208.96 | -101.93% | ||
| Basic earnings per share (RMB/Share) | 0.0010 | 66.67% | 0.0020 | -180.00% | ||
| Diluted earnings per share (RMB/Share) | 0.0010 | 66.67% | 0.0020 | -180.00% | ||
| Weighted average ROE | 3.17% | 0.62% | 6.60% | 16.56% | ||
Items and amount of extraordinary profit (gains)/losses
√Applicable □Not applicable
In RMB
| Item | Amount from year-begin to end of the Period | Note |
| Gains/losses from the disposal of non-current asset (including the write-off that accrued for impairment of assets) | 141,486.00 |
| Other gains/losses qualify the definition of non-recurring gains and losses | 176,288.48 | |
| Less: impact on income tax | 79,443.62 | |
| Impact on minority shareholders’ equity (post-tax) | 25,957.55 | |
| Total | 212,373.31 | -- |
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for CompaniesOffering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according tothe lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering TheirSecurities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable √ Not applicable
In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists ofextraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities tothe Public --- Extraordinary Profit/loss.
II. Statement of the total shareholders and shares-held of top ten shareholders at end of thePeriod
1. Number of common shareholders and preference shareholders with voting rights recovered and top ten
common shareholders
In share
| Total number of common shareholders at the end of report period | 54,872 | Total preference shareholders with voting rights recovered at end of reporting period (if applicable) | 0 | |||||
| Top ten shareholders | ||||||||
| Shareholders | Nature of shareholder | Proportion of shares held | Amount of shares held | Amount of restricted shares held | Number of share pledged/frozen | |||
| State of share | Amount | |||||||
| Shenzhen Guosheng Energy Investment Development Co., Ltd. | Domestic non-State-owned legal person | 11.52% | 63,508,747 | 0 | ||||
| UOB (H.K.) Co., Ltd. | Foreign legal person | 2.89% | 15,907,850 | 0 | ||||
| Guosen Securities (H.K.) Co., Ltd. | Foreign legal person | 2.52% | 13,909,425 | 0 | ||||
| Shenwan Hongyuan Securities | Foreign legal person | 1.20% | 6,631,116 | 0 | ||||
| (Hongkong) Co., Ltd. | ||||||
| Li Huili | Domestic nature person | 0.71% | 3,891,124 | 0 | ||
| CMS HK | State-owned legal person | 0.61% | 3,375,952 | 0 | ||
| Xu Hongbo | Domestic nature person | 0.57% | 3,137,419 | 0 | ||
| Specific account of property disposition for bankruptcy enterprise of CBC | Domestic non-State-owned legal person | 0.47% | 2,602,402 | 0 | ||
| JZX Investment Management (Shanghai) Co., Ltd. – Junfu Life FOF | Other | 0.41% | 2,246,400 | 0 | ||
| Zhuorun Technology Co., Ltd. | Foreign legal person | 0.36% | 2,000,000 | 0 | ||
| Particular about top ten shareholders with un-restrict shares held | ||||||
| Shareholders | Amount of un-restrict shares held | Type of shares | ||||
| Type | Amount | |||||
| Shenzhen Guosheng Energy Investment Development Co., Ltd. | 63,508,747 | RMB ordinary shares | 63,508,747 | |||
| UOB (H.K.) Co., Ltd. | 15,907,850 | Domestically listed foreign shares | 15,907,850 | |||
| Guosen Securities (H.K.) Co., Ltd. | 13,909,425 | Domestically listed foreign shares | 13,909,425 | |||
| Shenwan Hongyuan Securities (Hongkong) Co., Ltd. | 6,631,116 | Domestically listed foreign shares | 6,631,116 | |||
| Li Huili | 3,891,124 | Domestically listed foreign shares | 3,891,124 | |||
| CMS HK | 3,375,952 | Domestically | 3,375,952 | |||
| listed foreign shares | |||
| Xu Hongbo | 3,137,419 | Domestically listed foreign shares | 3,137,419 |
| Specific account of property disposition for bankruptcy enterprise of CBC | 2,602,402 | RMB ordinary shares | 1,383,313 |
| Domestically listed foreign shares | 1,219,089 | ||
| JZX Investment Management (Shanghai) Co., Ltd. – Junfu Life FOF | 2,246,400 | RMB ordinary shares | 2,246,400 |
| Zhuorun Technology Co., Ltd. | 2,000,000 | RMB ordinary shares | 2,000,000 |
| Explanation on associated relationship among the aforesaid shareholders | Li Huili, the spouse of actual controller Ji Hanfei, holding B-share of the Company on behalf of Shenzhen Guosheng Energy Investment Development Co., Ltd., beyond that, the Company has no idea of whether other circulated shareholders belong to concerted action persons ruled in the Administration Norms for Information Disclosure of Change on Shareholding of Shareholders of Listed Companies. | ||
| Explanation on top ten common shareholders involving margin business (if applicable) | N/A | ||
Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreementdealing in reporting period
□ Yes √ No
The ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-backagreement dealing in reporting period.
2. Total of shareholders with preferred stock held and the top ten shareholdings
□Applicable √Not applicable
Section III. Important events
I. Particular about major changes from items of main accounting statements and financialindexes as well as reasons
√ Applicable □Not applicable
| Item | Ending Period or form year begin to now | Opening Period or same period last year | Changes | Reasons |
| Monetary funds | 19,282,191.32 | 27,985,654.24 | -31.10% | The note payable issued last year was cash with bank deposit in the period |
| Advance payment | 11,707,477.50 | 2,482,276.54 | 371.64% | The procurement account paid in advance for lithium battery material |
| Stock | 5,838,360.82 | 2,777,174.63 | 110.23% | Increase the stock for peak season from subsidiary in the period |
| Net profit | 1,236,251.31 | -1,612,794.67 | -176.65% | Operation revenue increased in the period |
| Cash received related with other operation activities | 3,457,816.24 | 11,098,169.48 | -68.84% | At same period of last year, received bid bond paid by relevant subscriber for private placement |
| Cash paid for purchasing commodities and receiving labor service | 17,197,123.51 | 39,270,323.28 | -56.21% | More goods are paid with bank acceptance in the period |
II. Progress of significant events, their influences, and analysis and explanation of theirsolutions
√ Applicable □Not applicable
In July 2016, the Company started to plan a non-public issue of shares with proceeds to be utilized to acquirematerial assets. The Plan on Non-public Issue of A shares in 2016 was considered and approved by the Board ofthe Company. Based on the due diligence, audit, assessment and business negation with intermediates, taking intoaccount the conditions of capital market and actual conditions of the Company, the Board of the Companyconsidered and approved the Proposal Relating to Adjusting the Plan of non-public of A Shares, the Explanationon non-public of A-shares for year of 2016 Amendment, the Plan on Non-public Issue of A shares in 2016(amended), the Plan on Non-public Issue of A shares in 2016 (Second Amended) and Plan on Non-public Issue ofA shares in 2016 (Third Amended) from February 2017 to February 2018. According to the three revised drafts,the number of non-public offering of shares should not exceed 110,269,586 shares, and the total amount of funds
raised should not exceed 750 million Yuan. The non-public offer of shares will use in the followed projects afterissuance costs deducted: (1) totally 680 million Yuan used in upgrading of the construction of marketing networkplatform on-line/off-line; and (2) 70 million Yuan used for R&D center construction. The issuing objects of thisnon-public offering include four specific investors which are Ruian Information, Zhisheng High-tech, WanshengIndustry and Beier High-tech. The subscription amount of Ruian Information does not exceed 250 million Yuan,and the number of subscribed shares does not exceed 36,756,529 shares; the subscription amount of ZhishengHigh-tech does not exceed 200 million Yuan, and the number of subscribed shares does not exceed 29,405,223shares; the subscription amount of Wansheng Industry and Beier High-tech respectively does not exceed 150million Yuan, and the number of subscribed shares does not exceed 22,053,917 shares respectively. The Companyconvened the first extraordinary general meeting of 2018 on February 13, 2018 which reviewed and passed theProposal on Plan on Non-public Issue of A shares in 2016 (Third Amended), etc. See details on the announcementissued by the board of directors of the company, relevant works still in promotion recently.
| Overview | Date for disclosure | Information index for temporary report disclosure |
| Notice of re-adjustment of non-public offering of A-shares | 2018-01-27 | Juchao Website http://www.cninfo.com.cn |
| Plan of non-public offering of A-shares for 2016 (3rd revised draft) | 2018-01-27 | Juchao Website http://www.cninfo.com.cn |
| Notice of signing the conditional subscription agreement by subscribed object (2nd revised draft) | 2018-01-27 | Juchao Website http://www.cninfo.com.cn |
| Overview on revised plan of non-public offering of A-shares for 2016 | 2018-01-27 | Juchao Website http://www.cninfo.com.cn |
| Non-public offering of shares and related transaction | 2018-01-27 | Juchao Website http://www.cninfo.com.cn |
| Feasibility analysis report on use of raised funds from non-public offering of A-shares for 2016 (3rd revised draft) | 2018-01-27 | Juchao Website http://www.cninfo.com.cn |
| The next three-year (2018-2020) shareholder return planning | 2018-01-27 | Juchao Website http://www.cninfo.com.cn |
| Risk warning of spot return on non-public offering of shares, Notice of instructions for filling measures and related subject commitment (3rd revised draft) | 2018-01-27 | Juchao Website http://www.cninfo.com.cn |
| Resolution of the 4th (extraordinary) meeting of 10th BOD | 2018-01-27 | Juchao Website http://www.cninfo.com.cn |
| Resolution of the 12th (extraordinary) meeting of 8th supervisory committee | 2018-01-27 | Juchao Website http://www.cninfo.com.cn |
| Resolution of the first extraordinary shareholders meeting of 2018 | 2018-02-14 | Juchao Website http://www.cninfo.com.cn |
III. Commitments that the actual controller, shareholders, related parties, acquirer and theCompany have fulfilled during the reporting period and have not yet fulfilled by the end ofreporting period
□ Applicable √ Not applicable
There are no commitments that the actual controller, shareholders, related parties, acquirer and the Company have fulfilled during the
reporting period and have not yet fulfilled by the end of reporting period
IV. Estimation of operation performance for year of 2018
Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or thewarning of its material change compared with the corresponding period of the last year and explanation of reason
□Applicable √Not applicable
V. Particular about security investment
□ Applicable √ Not applicable
The Company had no security investment in Period.
VI. Trust financing
□ Applicable √ Not applicable
The Company had no trust financing in Period.
VII. Particulars about derivatives investment
□ Applicable √ Not applicable
The Company had no derivatives investment in Period.
VIII. Registration form of receiving research, communication and interview in the reportperiod
√ Applicable □Not applicable
| Time | Way | Type | Basic situation index of investigation |
| From January to September 2018 | Telephone communication | Individual | Recombination consulting |
| From January to September 2018 | Telephone communication | Individual | Progress of privately placement of shares consulting |
IX. Guarantee outside against the regulation
□Applicable √Not applicable
The Company had no guarantee outside against the regulation in the period.
X. Non-operational fund occupation from controlling shareholders and its related party
□ Applicable √ Not applicable
The Company had no non-operational fund occupation form controlling shareholders and its related party in the period.
Board of Directors ofShenzhen China Bicycle Company (Holdings) Limited
25 October 2018