深中华B：2016年年度报告（英文版）.PDF
深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 1 Shenzhen China Bicycle Company(Holdings)Limited ANNUAL REPORT 2016 April 2017 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 2 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 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 Longlong,person in charge of accounting works and Zhong Xiaojin,person in charge of accounting organ(accounting principal)hereby confirm that the Financial Report of 2016 Annual Report is authentic,accurate and complete.Other directors attending the Meeting for annual report deliberation except for the followed Name of director absent Title for absent director Reasons for absent Attorney Cao Fang Director Work Li Hai Concerning the unqualified auditors report with explanatory paragraph issued by Ruihua Certified Public Accountant(LLP)for the financial report 2016 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 no plan of cash bonus,dividends and capitalizing of reserves either.深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 3 Contents Section I Important Notice,Contents and Paraphrase.错误！未定义书签。Section II Company Profile and Main Finnaical Indexes.错误！未定义书签。Section III Summary of Company Business.错误！未定义书签。Section IV Discussion and Analysis of the Business.错误！未定义书签。Section V Important Events.错误！未定义书签。Section VI Changes in shares and particular about shareholders.错误！未定义书签。Section VII Preferred Stock.错误！未定义书签。Section VIII Particulars about Directors,Supervisors,Senior Executives and Employees错误！未定义书签。Section IX Corporate Governance.错误！未定义书签。Section X Corporate Bonds.错误！未定义书签。Section XI Financial Report.错误！未定义书签。Section XII Documents available for reference.错误！未定义书签。深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 4 Paraphrase Items Refers to Contents 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 5 Section II Company Profile and Main Finnaical 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 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 registrations 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 Contact add.Room 1201,Wantong 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 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 6 III.Information disclosure and preparation place Newspaper appointed for information disclosure Securities 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 440361883045-2 Changes of main business 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 respectively.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 Shenzhen 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 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.,Ltd.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.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 Road,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 Applicable Not applicable 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 7 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 2016 2015 Changes over last year 2014 Operating income(RMB)141,970,520.80 170,990,030.10-16.97%212,070,585.77 Net profit attributable to shareholders of the listed company(RMB)2,603,637.47-138,355.58-1,981.84%4,885,678.56 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses(RMB)2,029,248.99-416,262.14-587.49%-6,073,439.70 Net cash flow arising from operating activities(RMB)634,446.01-3,029,023.82-120.95%3,921,048.18 Basic earnings per share(RMB/Share)0.0047-0.0003-1,666.67%0.0089 Diluted earnings per share(RMB/Share)0.0047-0.0003-1,666.67%0.0089 Return on Equity 19.93%-1.17%21.10%51.72%End of 2016 End of 2015 Changes over end of last year End of 2014 Total assets(RMB)54,088,275.72 45,869,094.97 17.92%51,489,647.55 Net assets attributable to shareholder of listed company(RMB)14,368,683.58 11,765,046.11 22.13%11,903,347.67 VII.Difference of the accounting data under accounting rules in and out of China 1.Difference 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 either IAS(International Accounting Standards)or Chinese GAAP(Generally Accepted Accounting Principles)in the period.深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 8 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 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 Fourth quarter Operating income 21,999,259.18 43,774,754.15 54,175,577.57 22,020,929.90 Net profit attributable to shareholders of the listed company 146,355.64 302,000.65 1,632,211.91 523,069.27 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses 764.61 193,162.90 1,467,114.11 368,207.37 Net cash flow arising from operating activities-2,231,998.61-2,516,616.17-959,260.69 6,342,321.48 Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed 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 2016 2015 2014 Note Gains/losses from the disposal of non-current asset(including the write-off that accrued for impairment of assets)-11,450.00 33,851.46 Other non-operating income and expenditure except for the aforementioned items 595,720.77 369,201.08 Other loss/profit qualified definition of extraordinary profit and loss 14,622,462.77 Less:Impact on income tax 5,201.21 92,300.27 3,664,078.56 Impact on minority shareholders 4,681.08-1,005.75 33,117.41 深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 9 equity(post-tax)Total 574,388.48 277,906.56 10,959,118.26-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/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 reporting 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深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 10 Section III.Summary of 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,including production,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 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 green 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,product development,quality management and sales of e-commerce so as to maintain and improve the Companys ability to continue as a going concern before the restructuring.On the other side,the 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.深圳中华自行车(集团)股份有限公司 2016 年年度报告全文 11 Section IV.Discussion and Analysis of the Business I.Introduction In 2016,the international political and economic situation was complicated and severe,the domestic economic development faced many difficulties and challenges the deep-seated problems were still prominent,and there were many unstable and uncertain factors,which affected and impacted the traditional manufacturing industry and social consumption structure demand.Under the leadership of the central government and the governments at all levels,people of the whole country made great efforts to overcome difficulties,forged ahead and realized the steady progress of economic and social development,and constantly made new achievements.As a sector in the traditional manufacturing field,the bicycle industry continued the dilemma of rise in labor costs,manufacturing costs,capital costs,and material costs.The rather low threshold for entering the industry and many manufacturers resulted in the fierce market competition and intensifying industry reshuffle.The bicycle sharing brands such as Mobike and ofo have obtained large amount of financing and rapid promotion,but also further digested the users demand,and squeezed the market space of traditional bicycle enterprises.At the same time,as a sector in the traditional manufacturing field,the bicycle industry has also ushered in the“Made in China 2025”strategy,under the guidance of the basic principles of“driven by innovation,quality first,green development,structural optimization,based on talents”,accelerate the important opportunity challenges of transformation and upgrading,faced the important opportunity challenges of e-commerce development to channel impact,channel integration and internet+,along with the development of cycling culture in China,Chinas bicycle market shall form a new space for development.In this context,in 2016,the company combined with the actual situation of weak economic foundation after restructuring,on the one hand,adhered to taking the traditional business model development as the principle,strengthened the product development efforts,and constantly optimized and adjusted the product structure and sales model transformation,according to the e-commerce transformation of business team and the cost control way of internal introduction and external connection,actively expanded the e-commerce business model,and achieved the good development and rapid growth of e-commerce retail business;on the one hand,strived to promote the selection work of the companys restructuring,planned the non-public offering of shares,and started the business upgrades and connection work of the offline sales platform for sports experience and R&D center construction projects.As for the planning of non-public offering of shares,in July 2016,the company started planning the non-public offering of shares,and raised funds for the purchase of major assets,the companys Board of Directors considered and approved the Plan for Non-public Offering of A Shares in 2016.On the basis of the due diligence,audit evaluation and commercial negotiation of the intermediary institution,and combined with the actual situation of the capital market and the company,in February 2017,the Board of Directors of the company considered and approved the Proposal on Adjusting the Companys Non-public Offering of A Shares,the Plan for Non-public Offering of A Shares in 2016(Revision)and so on.According to the revision of the plan,the total amount of this private placement was no more than 1.2 billion Yuan,after deducting the issue costs,the company planned to in
