深中华B：2019年年度报告（英文版）.PDF

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1、1 Shenzhen China Bicycle Company (Holdings) Limited ANNUAL REPORT 2019 April 2020 2 Section I. Important Notice, Contents and Interpretation Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Shenzhen China Bicycle Company (Holdings) Limited (hereinafter r

2、eferred 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

3、 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 2019 Annual Report is authentic, accurate and complete. All directors are attended the Board Meeting for repo

4、rt deliberation. The 2019 annual financial report of the Company was audited by Baker Tilly China CPA (LLP), and an unqualified audit report with significant uncertainty of going concern was issued. The board of directors and the board of supervisors of the Company have detailed explanations on rela

5、ted matters. Investors should read carefully. Since the audited net profit is negative for two consecutive fiscal years in 2018 and 2019, according to the relevant regulation of Article 13.2.1 of Rules Governing the Listing of Stocks on Shenzhen Stock Exchange, Shenzhen Stock Exchange will implement

6、 delisting risk warning for the stock trading of the Company. The Company has no plan of cash bonus, dividends and capitalizing of reserves either. 3 content Section I Important Notice and Interpretation . 错误！未定义书签。 Section II Company Profile and Main Financial Indexes . 错误！未定义书签。 Section III Summar

7、y of Company Business . 10 Section IV Discussion and Analysis of the Operation . 11 Section V Important Events . 27 Section VI Changes in shares and shareholders . 38 Section VII Preferred Stock. 错误！未定义书签。 Section VIII Convertible Bonds.48 Section IXParticulars about Directors, Supervisors and Senio

8、r Executives错误！未定义书签。 Section X Corporate Governance . 57 Section XI Corporate Bond.63 Section XII Financial report . 64 Section XIII Documents available for reference . 错误！未定义书签。 4 Interpretation Items Refers to Contents 5 Section II. Company Profile and Main Financial Indexes I. Company informatio

9、n 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 (Hol

10、dings) 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 518019 Offices add. Room 1201, Wantong Building, No.3002, Sungang East Road, Shenzhen Codes for office add. 518023 Comp

11、anys 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, Wantong Building, No.3002, Sungang East Road, Shenzhen Room 1201, Wantong Building, No.3002, Sungang East Road, Shenzhen Tel. 0

12、755-25516998,28181666 0755-25516998,28181666 Fax. 0755-28181009 0755-28181009 E-mail 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 () 6 P

13、reparation 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 business since listing (if applicable) Main products or services provided at present: Emmelle bicycle, ele

14、ctric bicycle, lithium battery materials and gold jewelry. 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 Dahu

15、an 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

16、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

17、. 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 millio

18、n. Shenzhen Guosheng 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. 5. On February 20, 2017, Ji Hanfei and Guosheng Energy made an “Explanation” to abandon th

19、e actual control of the Company, after Ji Hanfei made the declaration to abandon the actual control of the Company, the investment from CBC by Mr. Ji changed to general investment instead of actual controlling, and the actual controller of the Company changed from Ji Hanfei to no actual controller.

20、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 conti

21、nuous 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 7 VI. Main accounting data and financial indexes Whether it has retroactive adjustment or re-s

22、tatement on previous accounting data for accounting policy changed and accounting error correction or not Yes No 2019 2018 Changes over last year 2017 Operating income (RMB) 76,022,687.75 119,906,950.34 -36.60% 137,490,597.69 Net profit attributable to shareholders of the listed company (RMB) -7,186

23、,905.64 -1,591,968.91 351.45% 1,529,587.27 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses (RMB) -7,370,499.83 -1,837,914.46 301.03% 1,189,700.50 Net cash flow arising from operating activities (RMB) -13,791,941.34 -9,479,474.16 45.49% -3,

24、431,578.40 Basic earnings per share (RMB/Share) -0.0130 -0.0029 348.28% 0.0028 Diluted earnings per share (RMB/Share) -0.0130 -0.0029 348.28% 0.0028 Weighted average ROE -53.69% -10.54% -43.15% 10.11% Year-end of 2019 Year-end of 2018 Changes over end of last year Year-end of 2017 Total assets (RMB)

25、 62,733,602.58 73,242,960.17 -14.35% 73,559,961.28 Net assets attributable to shareholder of listed company (RMB) 7,119,396.30 14,306,301.94 -50.24% 15,898,270.85 VII. Difference of the accounting data under accounting rules in and out of China 1. Difference of the net profit and net assets disclose

26、d 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 Sta

27、ndards) 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 applicable 8 The Company had

28、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 Q 1 Q 2 Q 3 Q 4 Operating income 21,954,108.28 16,320,324.74 24,574

29、,484.81 13,173,769.92 Net profit attributable to shareholders of the listed company -366,774.37 -432,171.80 1,040,149.76 -7,428,109.23 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses -410,571.37 -499,818.80 1,040,149.76 -7,500,259.42 Net c

30、ash flow arising from operating activities -6,105,394.21 -2,795,862.53 1,583,584.06 -6,474,268.66 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 repo

31、rt Yes No IX. Items and amounts of extraordinary profit (gains)/loss Applicable Not applicable In RMB Item 2019 2018 2017 Note Gains/losses from the disposal of non-current asset (including the write-off that accrued for impairment of assets) -85,730.05 -2,464.81 Switch-back of provision of impairme

32、nt of account receivable and contractual assets which are treated with separate depreciation test 219,118.00 278,664.18 Other non-operating income and expenditure except for the aforementioned items 194,691.02 261,141.96 281,545.89 Less: Impact on income tax 48,672.76 98,632.48 139,436.31 Impact on

33、minority shareholders equity (post-tax) -37,575.93 49,951.88 78,422.18 Total 183,594.19 245,945.55 339,886.77 - 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

34、, and the items defined as recurring profit (gain)/loss according to 9 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 repo

35、rting 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/loss10 Section II

36、I. Summary of Company Business I. Main businesses of the company in the reporting period During the reporting period, the Company is engaged in the main business of bicycle business, lithium battery material business and jewelry and gold business. Bicycle business including the production, assembly,

37、 purchase and 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 Monetary fund Taxes payable at end of the last year was paid in the period Account receivable Receivables from customers increased Account pa

38、id in advance The account paid in advance for lithium battery materials business in previous year was delivered successively in the period Inventory Inventories at end of the period increased Other current assets Input tax expected to be deducted increased in the period 2. Main overseas assets Appli

39、cable Not applicable III. Core Competitiveness Analysis 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

40、 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, extended and expansion the application of upstream & downs

41、tream 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. During the reporting period, the Company newly develops jewelry and god supply chain business and expands the business dimensions. In Augu

42、st 2019, the Company and Shenzhen Zuankinson Jewelry Co., Ltd jointly established a Shenzhen Xinsen Jewelry and Gold Supply Chain Co., ltd with contribution of 6.5 million yuan. Of which, the Company holds 65% equity, and is the controlling shareholder of Shenzhen Xinsen Jewelry and Gold Supply Chai

43、n Co., ltd, while 35% equity held by Zuankinson Jewelry. According to actual operation development, in February 2020, the two parties are decided to increase the 11 capital of Shenzhen Xinsen Jewelry and Gold Supply Chain Co., ltd to 20 million yuan in the same proportion. On the other hand, the Com

44、pany sets the conditions for introducing the restructuring party in the reorganization plan, expecting to restore the sustainable operation ability and sustainable profitability through asset restructuring. In addition, the Company is trying to carry out the issuance of non-public shares, hoping to

45、improve the operating strength and development momentum. On April 21, 2020, the company convened the 19th (provisional) board meeting of the tenth session of the board of directors, and reviewed and approved the “Proposal on the Termination of Agreement for Signing a Conditional Share Subscription A

46、greement (Second Revision) with the Original Subscription Object” and the “Proposal on the Plan for Non-public Issuance of A Shares of Shenzhen China Bicycle Company (Holdings) Limited”, etc. The company terminated the non-public offering of shares of 2016 and launched the plan for non-public issuan

47、ce of A shares in 2020, and planned to raise funds with total amount not exceeding RMB 450 million by non-public offering of shares to 5 specific investors, i.e. Wansheng Industrial Holdings (Shenzhen) Co., Ltd., Fuzhou Zuankinson Jewelry Co., Ltd., Shenzhen Yilian Jinchuang Technology Co., Ltd., Sh

48、enzhen Hualinglong Jewelry Co., Ltd., and Shenzhen Jindaogu Jewelry Co., Ltd., all raised funds will be used to supplement working capital after deducting the issuance expenses. The non-public offering plan still needs to be approved by the companys shareholders meeting and the China Securities Regu

49、latory Commission. Relevant work is in progress. Section IV. Discussion and Analysis of the Business I. Introduction In 2019, the international political and economic situation is complex and severe, domestic development imbalance and inadequate problems are still prominent, and the economy is facin

50、g a new downward pressure. Under the leadership 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 continuous