Chongqing Jianshe Motorcycle Co., Ltd.

Transcription

Annual Report 2013 Full Text
Annual Report 2013
2014-019
April 2014
1
Chapter I. Important Prompts, Table of Contents, and Definitions
The Board of Directors, The Supervisory Committee, the supervisors and the directors of the Company guarantee
that there are no significant omissions, fictitious or misleading statements carried in the Report and we will accept
individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report.
Directors other than the followings presented the Board Meeting at which this report was examined:
Name of the director absented
Position
Reason for not presenting the meeting
Name of consignee
Cheng Yuanwei
Independent Director
On business travel
Wang Jun
The Company will not distribute cash dividend or bonus shares, neither capitalizing of common reserves for the
report period.
Mr. Li Huaguang, the Legal Representative of the Company, Mr. Teng Feng, the Financial Officer, Mr. Liao Jian,
the manager of accounting department, hereby declare: the truthfulness and completeness of the Financial Report
are guaranteed.
Prospective statements carried in this report, such as business plans for future are not constituting any substaintial
commitment to the investors. Please be cautious to the risks.
This report is prepared both in English and Chinese. When there is any conflict in understanding, the Chinese
version shall prevail.
2
Table of Contents
Chapter I. Important Prompts, Table of Contents, and Definitions ..........................................................................................................2
Chapter II. Company Profile....................................................................................................................................................................6
Chapter III. Financial Highlights .............................................................................................................................................................8
Chapter IV. Board of Directors‘ Report .................................................................................................................................................10
Chapter V.
Significant Events .............................................................................................................................................................22
Chapter VI. Change of Share Equity and Shareholders .........................................................................................................................30
Chapter VII. Directors, Supervisors, Executives and Employees ..........................................................................................................35
Chapter VIII. Company Administration ................................................................................................................................................40
Chapter IX. Internal Control ..................................................................................................................................................................45
Chapter X. Financial Report ..................................................................................................................................................................46
Chapter XI. Documents for Reference...................................................................................................................................................78
3
Glossary
Terms
Defined as
Description
Company, the Company
Defined as Chongqing Jianshe Motorcycle Co., Ltd.
Shenjianmo
Defined as Shenzhen North Jianshe Motorcycle Co., Ltd. (predecessor of the Company)
Military Equipment Group
Defined as China Military Equipment Group Co., Ltd. (China Southern Industry Group Co., Ltd.)
Southern Group
Defined as China Southern Industry Group Co., Ltd.
Military Finance Co.
Defined as Military Equipment Group Finance Co., Ltd.
Southern Motorcycle
Defined as Chongqing Southern Motorcycle Co., Ltd.
Southern Motorcycle R&D
Co., Ltd.
Defined as Chongqing Southern Motorcycle Technologies Development Co., Ltd.
Chongqing Jianshe Industry Co., Ltd. – former State-owned Jianshe Machinery Factory,
Jianshe Industry
Defined as
Jianshe Group
Defined as Jianshe Industrial (Group) Co., Ltd.
Jianshe Machinery
Defined as Chongqing Jianshe Machinery Co., Ltd.
China Jialin
Defined as China Jialin Industry Co., Ltd. (Group)
Jinan Qingqi
Defined as Jinan Qingqi Motorcycle Co., Ltd.
Changan Auto
Defined as Chongqing Changan Automobile Co., Ltd.
Luoyang Northern
Defined as Luoyang Northern Enterprise Group Co., Ltd.
Jianshe Sales Co.
Defined as Chongqing Jianshe Sales Co., Ltd.
Auto Air-conditioner Co.
Defined as Chognqing Jianshe Automobile Air-conditioner Co., Ltd.
Import & Export Co.
Defined as Chongqing Northern Jianshe Import & Export Co., Ltd.
Chongqing Yamaha
Defined as Chongqing Jianshe YAMAHA Motorcycle Co., Ltd.
Zhuzhou Jianya
Defined as Zhuzhou Jianshe YAMAHA Motorcycle Co., Ltd.
Pingshan Taikai
Defined as Chongqing Pingshan Taikai Carburetor Co., Ltd.
Jianxing Machinery
Defined as Chongqing Jianxing Machinery Co., Ltd.
Tongsheng Construction
Defined as Chongqing Tongsheng Jianshe Industry Co., Ltd.
Jianshe Industry & Trading
Defined as Chongqing Jianshe Industry & Trade Co., Ltd.
Fuyeda
Defined as Chongqing Fuda Property Management Co., Ltd.
Jiangmen Qingqi
Defined as Jiangmen Qingqi South China Motorcycle Co., Ltd.
Changan SUZUKI
Defined as Chongqing Chang‘an SUZUKI Automobile Co., Ltd.
Changhe SUZUKI
Defined as Jiangxi Changhe SUZUKI Automobile Co., Ltd.
Hebei Changan
Defined as Hebei Changan Automobile Co., Ltd.
Nanjing Changan
Defined as Nanjing Changan Auto Co., Ltd.
Jianshe Industry (Group) Co., Ltd.
4
Prompt of Risks
For the Company had been making negative net profit (as audited) successively in 2011 and 2012, Shenzhen
Stock Exchange applied delisting warning on the Company‘s stocks since April 25, 2013. Therefore the
Company‘s stock ID was changed from Jianmo B to ST Jianmo B, the stock code was still 200054, and the daily
fluctuation scale was limited to 5%.
As of 2013, the Company‘s net asset was audited of RMB151 million, turnover of RMB1.886 billion, net profit of
RMB12.0574 million. According to the Stock Listing Rules of Shenzhen Stock Exchange, the aforesaid financial
indices are beyond the conditions of delisting warning. Therefore the Company is about to apply to Shenzhen
Stock Exchange to withdraw the delisting warning on the Company‘s stocks.
If the delisting warning was canceled by Shenzhen Stock Exchange, the stock ID will be restored to Jianmo B
thereon, the fluctuation scale limit will be restored from 5% to 10%. However, for the net profit was negative after
deducting of non-recurring gain/loss, canceling of the delisting warning does not suggest change in fundamental
situation of the Company. Therefore the Company hereby draws all investors‘ attention on the risks attached to
investment.
5
Chapter II. Company Profile
I. Basic Information
Stock ID
*ST Jianmo B
Stock Code
Stock Exchange Listed in
Shenzhen Stock Exchange
Company Name in Chinese
200054
Short form of Company Name in Chinese Jianshe Motorcycle
Company Name in English
CHONGQING JIANSHE MOTORCYCLE CO.,LTD.
Short form of Company Name in English JSMC-B
Legal representative:
Li Huaguang
Reg. Add.
No.1 Jianshe Road, Huaxi Industrial Zone, Ba‘nan District, Chongqing
Post Code
400054
Office address
No.1 Jianshe Road, Huaxi Industrial Zone, Ba‘nan District, Chongqing
Post Code:
400054
Web Address
http://www.jianshe.com.cn
Email.
[email protected]
II. Contacts
Secretary of the Board
Name
Representative of Stock Affairs
Teng Feng
Liu Hongyu
No.1 Jianshe Road, Huaxi Industrial Zone, Ba‘nan District,
No.1 Jianshe Road, Huaxi Industrial Zone, Ba‘nan District,
Chongqing
Chongqing
Tel.
023-66295333
023-66295333
Fax.
023-66295333
023-66295333
Address
Email. [email protected]
[email protected]
III. Place for information disclosure
Press media for information disclosure
Securities Times, Hong Kong Commercial Daily
Web address for the annual report as assigned by CSRC. http://www.cninfo.com.cn
Place for inquiry of the annual report
Secretary office of the Board
6
IV. Change of Business Registration
Registration date
Primary
registration
July 19, 1995
Registration place
Shenzhen Bureau of
Commerce and Industry
No. of Incorporation
No. of Taxation
Organization
Certificate
Registration
code
19235960-7
440301520100102
19235960-7
500000400001350
500113747482423
74748242-3
Last
registration
before the end
of report
February 21,
Chongqing Bureau of
2014
Commerce and Industry
period
1. The Company was originally promoted by Jianshe Group and China Northern Industry Shenzhen Co., Ltd. and
was incorporated as a limited company, in which Jianshe Group held 71.13% of the shares as the holding
Change of
shareholder.
holding
2. Southern Group and Jianshe Group entered the Share Transferring Agreement and the Supplementary Agreement
shareholder (if respectively on December 3, 2004 and January 22, 2005. According to the agreements, Southern Group took over all
any)
of the 339,625,000 state-owned shares originally held by Jianshe Group, accounted for 71.13% of the total capital
shares. Legal procedures were completed on August 31, 2005, and Jianshe Group became the holding shareholder of
the Company.
V. Miscellaneous information
CPA hired by the Company
Name of the CPA
Shu Lun Pan Certified Public Accountant LLP
Address of the CPA
Address: 4/F 61 Nanjing Rd. East, Huangpu, Shanghai
Name of CPA signed on the auditors‘ report Li Shunli, Wan Ping
Sponsoring institution hired by the Company, which is responsible to overseeing the Company‘s operation on a
continuous basis:
[] Applicable; [V] Not applicable
Financial consultancy institution hired by the Company, which is responsible to overseeing the Company‘s
operation on a continuous basis:
7
Chapter III. Financial Highlights
I. Main accounting data and indices
Are there any retrospective adjustment or restatement of financial information of previous year due to change of
accounting policies or correcting of accounting errors?
[] Yes [V] No
2013
Turnover (RMB)
Changed over last year
2012
2011
(%)
1,885,831,544.85 1,823,400,359.85
3.42% 2,472,121,020.84
12,057,417.49 -143,723,842.47
108.39% -188,442,485.96
-98,948,424.66 -146,814,795.90
32.6% -183,146,060.90
162,848,662.04
90,320,926.95
80.3%
-47,764,428.65
Basic earnings per share (Yuan/share)
0.101
-1.204
108.39%
-0.395
Diluted earnings per share (Yuan/share)
0.101
-1.204
108.39%
-0.395
8.13%
-67.01%
75.14%
-49.5%
Net profit attributable to shareholders of the listed
company (yuan)
Net profit attributable to the shareholders of the
listed company and after deducting of
non-recurring gain/loss(RMB)
Net Cash flow generated by business operation
(RMB)
Weighted average net
income/asset ratio (%)
Changed at end of
End of 2013
current year over end of
End of 2012
End of 2011
last year (%)
Gross Assets (RMB)
2,744,421,025.89 2,885,170,689.64
Net asset attributable to owners of the PLC
151,383,199.55
-4.88% 2,691,721,123.40
142,442,251.09
6.28%
286,466,093.56
II. Differences in accounting information under IAS and domestic accounting standard
1. Differences in net profit and net asset under domestic and international accounting standards
In RMB Yuan
Net asset attributable to the shareholders of the
listed company
listed company
Current term
On Chinese Accounting
Standard
12,057,417.49
Amount of last term
-143,723,842.47
End of term
151,383,199.55
Beginning of term
142,442,251.09
8
2. Differences in net profit and net asset under domestic and overseas accounting standards
In RMB Yuan
Net asset attributable to the shareholders of the
listed company
listed company
Current term
On Chinese Accounting
Standard
Amount of last term
12,057,417.49
End of term
-143,723,842.47
Beginning of term
151,383,199.55
142,442,251.09
Accounts and amounts adjusted according to overseas accounting standard
3. Statement on the differences of accounting information on IAS and domestic accounting standard
III. Non-recurring gain/loss items and amounts
In RMB Yuan
Items
Gain/loss from disposal of non-current assets (includes the recovered part of
asset impairment provision already provided)
Amount of
Amount of
Amount of
2013
2012
2011
59,607,568.30
-138,436.95
Remarks
-315,533.93
Gains and losses included in the current period of government subsidies,
excluding those government grants which are closely related to normal
business and in line with national policy , or in accordance with fixed
49,942,210.00 3,306,520.00 3,890,061.69
standards or quantities
Other non-business income and expenditures other than the above
Less: Influenced amount of income tax
Influence on minority shareholders‘ equity (after tax)
Total
1,450,995.27
263,848.97 -9,631,545.49
-2,052.06
333,740.88
-778,948.79
-3,016.52
7,237.71
18,356.12
111,005,842.15 3,090,953.43 -5,296,425.06
--
If the company defines those items to recurring gain/loss items, which were defined by ―Regulations of
Information Disclosure of PLCs, Explanation No.1 - Non-recurring gain/loss‖ as non-recurring gain/loss, please
provide reason here.
9
Chapter IV. Board of Directors’ Report
I. Business overview
In Year, the Company has been refining its market distribution, product lines, and business pattern to face the
fierce competition in the market. Co-operation and joint ventures approaches were reinforced, management
process was improved, and the whole quality of operation was upgraded to certain extent.
In the report period, the Company (and its affiliates and subsidiaries) realized output and sales of 1.0484 million
and 1.0555 million motorcycles respectively, which were approximately the same level of previous year. Output
and sales of 1.7203 million and 1.6207 million automobile air conditioner compressors, which were 37.59% and
19.97% of growth respectively YoY, and was among the top 3 of the field in the whole country. (Source: China
Automobile Industry Association)
In year 2013, the Company conducted the following works in aspect of business management:
(I) The Company enhanced cooperation with YAMAHA and enlarged the product lines of OEM.
(II) The product lines of rotary vane type and swash plate compressors were enlarged. Technical reformation and
capacity expanding project of 1.5 million iron-made compressors was accomplished. Which greatly enlarged its
productivity.
(III) In aspect of motorcycles under ―Jianshe‖ brand, the Company has been refining and improving its product
lines, and exploring new sales approaches such as e-commerce.
II. Analysis of main business
1. Summary
Joint-venture, automobile air conditioner compressor, and Jianshe brand motorcycles – the three main production
lines of the Company have been developing with unbalance due to market influence. Namely the Jianshe brand
motorcycle line has been declining, while the joint-venture part was steady, and compressor part was growing
continuously.
Retrospection on progress of the development strategies and business plan disclosed in previous period.
No material change in development strategy of the Company. In the report period, the headquarter realized sales
of motorcycles and engines by 413.6 thousand units, which was 82.72% of the target set at the beginning; sales of
compressors by 1.6207 million units, 108.04% of the target; consolidated turnover by RMB1.886 billion, 88.54%
of the target.
Statements on the difference between the actual performance and the projected profitability if it is over 20%.
□applicable
√ not applicable
2. Revenue
The Company realized main business turnover of RMB1.807 billion, and increase of 5.28% YoY.
Resulted from declining of scale, the turnover from motorcycle business was RMB1.165 billion, decreased by
0.79% YoY, and contributed 64.5% of the total turnover; resulted from market growth and structural adjustment,
the turnover of compressors was RMB642 million, an increase of 18.4%, and contributed 35.5% of the total
turnover.
As for sales, the domestic turnover was RMB1.547 billion, account for 85.61% of total turnover; the overseas
10
sales was RMB260 million, account for 14.39% of total turnover. Both not changed significantly from last year.
As for customer composition, turnover from top 5 customers was RMB826 million, account for 43.79% of total
sales. It was an increase of 14.41% from last year due to growth of OEM and compressor business.
Among the sales to top 5 customers, there were RMB530 million of related transactions, accounted for 67.93% of
the total sales to top 5 customers.
Whether the sales of products are greater than sales of services?
[V] Yes [] No
Business categories
Items
2013
2012
Changed by % YoY
Sales
1,055,457 1,064,439
-0.84%
Output
1,048,449 1,046,939
14%
Motorcycle
Inventory
33,536
32,583
2.92%
4.6%
4.5%
2.2%
Sales
1,620,682 1,350,954
19.97%
Output
1,720,322 1,250,366
37.59%
Market share (%)
Compressor for vehicle air conditioner
Inventory
258,619
159,752
61.89%
10%
10%
0%
Market share (%)
Statement on change of amounts for over 30% YoY.
[V] Applicable Not applicable
Production and stock were enlarged for the sale scale of compressors were growing.
Major orders in hand.
Major change or adjustment in products or services.
Major buyers of the Company‘s products or services
Sales to top 5 customers (RMB)
825,902,675.66
Percentage of sales to top 5 customers on total sales volume
43.79%
Profiles of top 5 customers
No. Name of clients Sales (RMB) Percentage in total sales
1
Client I
356,736,262.59
18.92%
2
Client II
208,886,617.32
11.08%
3
Client III
176,054,846.43
9.33%
4
Client IV
47,432,677.47
2.51%
5
Client V
36,792,271.85
1.95%
--
825,902,675.66
43.79%
Total
11
3. Costs
Business categories
In RMB Yuan
Business
Amount
Industry
2012
Percentage in operation
Percentage in operation
Changed YoY
Items
categories
2013
cost
Industry 1,565,769,102.55
Amount
(%)
cost
96.55% 1,510,463,543.89
94.7%
3.66%
Categories of products
In RMB Yuan
2013
Categories of products
Changed YoY
Items
Amount
Motorcycle and parts
Compressor for vehicle air
conditioner
2012
Percentage in
operation cost
Amount
Percentage in
(%)
operation cost
Industry 1,062,530,685.00
67.86% 1,083,493,776.19
67.9%
-5.6%
Industry
32.14%
26.8%
27.16%
503,238,417.55
426,969,767.70
Remarks
Due to the growth of compressor business, the operational costs has increased by 3.66% in the report period,
which was lower than the increasing scale of turnover though.
Cost of motorcycle production was RMB1.023 billion. Including: direct material of 85.83%, energy and power of
1.88%, direct labor of 4%, depreciation of 3.12%, which were basically the same YoY.
Cost of compressor production was RMB543 million. Including: direct material of 86.18%, energy and power of
1.9%, direct labor of 1.41%, depreciation of 3.45%, which were basically the same YoY.
In the report year, the purchase from top 5 suppliers was RMB215 million, an decrease of 19.12%, and accounted
for 18.92% of the total purchase in the year.
Among the purchase from top 5 suppliers, there was RMB81.1715 million of related transactions, accounted for
37.78% of the total purchase.
Main suppliers of the Company
Total purchase from top 5 suppliers (RMB)
Percentage of purchases from top 5 suppliers on annual total of purchases (%)
214,815,363.32
18.92%
Profiles of top 5 suppliers
No. Name of suppliers Amount of purchase (RMB) Percentage in total purchase of year (%)
1
Supplier I
81,171,498.64
7.15%
2
Supplier II
54,267,003.17
4.78%
3
Supplier III
28,367,438.56
2.5%
4
Supplier IV
26,616,023.30
2.34%
5
Supplier V
24,393,399.65
2.15%
214,815,363.32
18.92%
Total
--
12
4. Expenses
Sales expenses of the year decreased by RMB21.47 million, a decrease of 16.78%. This was mainly caused by
depressing of motorcycle business, adjusting of sales force, and reduce of manpower.
Administration expenses increased by RMB2.62 million, an increase of 1.69%, which was mainly caused by
payment of compensation for employees laid out.
Financial expenses decreased by RMB1.93 million, an increase of 1.73%, which was mainly due to refining of
financing structure.
In RMB Yuan
Items
Amount of the Current Term Amount of the Previous Term Changed YoY %
Sales expense
106,469,132.36
127,944,188.12
-16.78%
Administrative expense
157,288,098.41
154,672,548.76
1.69%
Financial expenses
109,531,047.67
111,456,544.36
-1.73%
5. R&D expenses
R&D expenses of 2013 was RMB42.5347, an decrease of 7.93% YoY, and accounted for 2.26% of annual
turnover. Which was mainly input in development of new type street bike, scooter, low cost catalyze, rotary
compressor, swash plate compressor, and electronic compressor.
In RMB10 thousand
Items
2013
2012 Change over same period
Remarks
last year
Amount of R&D expenses
4253.47 4619.96
Percentage of R&D expense
28.00% 31.86%
-7.93%
-12.12% Decrease of R&D on net asset was mainly caused by
on net asset
Percentage of R&D expense
increase of net asset in 2013
2.26% 2.53%
-0.27%
on turnover
6. Cash flow
In RMB Yuan
Items
Sub-total of cash inflow from business activities
Sub-total of cash outflow from business activities
Cash flow generated by business operation, net
Sub-total of cash inflow due to investment activities
Sub-total of cash outflow due to investment activities
Net cash flow generated by investment
Subtotal of cash inflow from financing activities
Subtotal of cash outflow due to financing activities
Net cash flow generated by financing
Net increasing of cash and cash equivalents
2013
1,292,652,070.76
1,129,803,408.72
162,848,662.04
129,357,497.04
19,896,411.57
109,461,085.47
3,489,147,724.74
3,670,881,698.81
-181,733,974.07
88,612,434.36
2012
Changed by % YoY
1,311,506,336.54
-1.44%
1,221,185,409.59
-7.48%
90,320,926.95
80.3%
21,009,750.35
515.7%
79,151,947.82
-74.86%
-58,142,197.47
-288.26%
3,068,276,788.81
13.72%
3,180,212,112.43
15.43%
-111,935,323.62
62.36%
-79,468,493.48
-211.51%
Statement on change of amounts for over 30% YoY.
Increase of net cash flow from business operation was caused by reinforce of sales account management and
13
increase of government subsidy.
Increase of cash inflow from investment activity was mainly caused by increase of gains from asset disposal and
decrease of fixed asset purchasing.
Decrease of net cash flow from financing activities was caused by reducing of financing by bills.
Statement on major difference between operational cash flow and net profit of the year.
Interest payment was RMB115 million, which was recorded under financing activity.
III. Main business composition
In RMB Yuan
Turnover
Operation cost
Gross
Increase/decrease of
profit
turnover over the same
ratio % period of last year (%)
operation cost over the
gross profit ratio over
same period of last year the same period of last
(%)
year (%)
On Industries
Industry
1,807,055,852.80 1,565,769,102.55 13.35%
5.28%
3.66%
1.35%
8.77%
-0.79%
-1.93%
1.07%
503,238,417.55 21.66%
18.4%
17.86%
0.36%
12.9%
7.25%
6.18%
0.87%
218,303,462.96 16.04%
-5.08%
-9.6%
4.19%
On Products
Motorcycle
and parts
Vehicle air
conditioner
1,164,684,763.99 1,062,530,685.00
642,371,088.81
On territories
Sub-total of
domestic
1,547,033,940.29 1,347,465,639.59
sales
Sub-total of
overseas
260,021,912.51
sales
If the statistics window of main business has been changed in the report period, the main business information of
the latest year after adjusted according to the new statistics window.
14
IV. Situation of assets and liabilities
1. Major change in asset items
In RMB Yuan
End of 2013
Amount
End of 2012
Percent in total
asset
Percent in total
Amount
Percentage of
Statement on major
change (%)
change
asset
Monetary capital
388,314,602.28
14.15% 456,794,093.39
15.83%
-1.68%
Account receivable
311,899,501.77
11.36% 288,659,903.69
10%
1.36%
Inventories
299,191,811.74
10.9% 290,979,725.84
10.09%
0.81%
0%
0%
Investment real estates
Long-term share equity
investment
Fixed assets
Construction in process
0%
689,241,790.19
25.11% 683,560,523.11
23.69%
1.42%
763,705,401.21
27.83% 825,584,794.37
28.61%
-0.78%
11,013,703.97
0.4% 15,642,058.43
0.54%
-0.14%
2. Major change in liability items
In RMB Yuan
2013
2012
Percentage of change Statement on major
Amount
Short-term loans
Long-term
borrowings
Percent in total
asset
Amount
Percent in total
(%)
change
asset
896,805,047.85
32.68% 756,115,520.89
26.21%
6.47%
129,000,000.00
4.7% 246,200,000.00
8.53%
-3.83%
V. Competition analyze
As for the motorcycle business, the Company will reinforce production and quality control, to lay a good
foundation for enlarging of OEM lines.
As for the automobile air conditioner compressor, the Company will keep refining and upgrading the products,
especially the rotary vane compressor and make them compatible in global market.
In recent years, the Company has been reinforce input in R&D approaches. 225 patents including 16 invention
patents, 87 technical patents, and 177 outlook patents were obtained.
15
VI. Analyzing of investment position
1. External equity investment
Not applicable
2. Trusted financing, derivate instruments, and trusted loans
Not applicable
3. Using of proceeds from share placing.
Not applicable
4. Analyze of main subsidiaries and affiliates
Profiles of main subsidiaries and affiliates
In RMB Yuan
Major
Name of
Type of
Registered
Industry
companies
products or
business
Operation
Gross Assets
Net asset
capital
Turnover
Net profit
profit
service
Chongqing Shareholding Machinery
Motorcycle
Yamaha
company
and parts
Zhuzhou
Shareholding Machinery
Motorcycle
Jianya
company
and parts
Pingshan
Shareholding
Taikai
company
USD65000000 1,003,649,856.47 638,730,869.41 2,105,212,983.42 36,411,473.28 33,084,963.12
manufacturing
manufacturing
USD57200000
729,686,891.91 562,875,563.28
893,087,039.59 48,867,607.70 43,457,608.59
USD19000000
185,862,717.48 164,174,417.77
128,800,598.14 5,258,545.99 4,869,757.52
Machinery
Motorcycle
manufacturing
and parts
Particulars about acquiring and disposal of subsidiaries
16
5. Major projects using non-raised capital
In RMB10 thousand
Projects
Planned
Amount invested
Accumulation of actual
investment
this report term
input at end of period
Investment
progress of the
project
Capacity enlarging and technical
reforming of rotary vane
10,700
884
9,115
749
72
485
11,449
956
9,600
90%
compressor
Construction of air conditioner
technical center
Total
Date of provisional announcement on official
website (if any)
Inquiry website of the Company‘s announcements
Turnover of the
project
Mass
production
100% In use
--
--
Apr 22 2011
www.cninfo.com.cn Announcement No. 2011-010 – The project of capacity
enlarging and technical reforming of rotary vane compressor
VII. Prospectus of business performance of January – March 2014
Alert of loss or significant change in net profit from the beginning of year to the end of next report period or
comparing with the same period of last year, and statement of causations.
Performance forecast: loss
Type of prospective data:
Periodic
From the beginning of year to
Same period
the end of next report period
last year
Changed by (%)
Predicted number of
accumulative net profit
-3,700 --
-3,300
-1,716 Decline
116% --
92%
-0.3099 --
-0.2764
-0.0359 Decline
763% --
670%
(RMB0,000)
Basic earnings per share
(Yuan/share)
Remarks on the prediction
The main causation of loss in the report period was: reducing of business scale and decrease of
gross profit.
VIII. Entities with special purposes under the Company’s control
Not applicable.
17
IX. Development prospect
(I) Competition, development trend, and problems the Company is facing
1. Motorcycle industry of the country was depressing continuously. The market was invaded by minivans and
electronic bikes on both sides. The Company‘s sales scale was shrinking continuously and production capacity
was not fully used.
2. Along with the steady growth of automobile industry, especially expanding of small types of cars, the rotary
vane compressor is expecting a greater market space. The Company is competitive in the market of mini and
compact vehicles, but its production lines are to be enriched.
(II) Development strategies
1. Further reinforce compressor business, to achieve growth in sales, turnover, and profit.
2. Push forward joint-venture approaches and expand OEM production.
3. To do all effort to stabilize production and sales of Jianshe motorcycles, and reinforce global sales.
4. To develop parts business and make it new growth point.
(III) Business plan
In 2014, the Company targets on sales of motorcycle and engine of over 300 thousand units, and compressors of
1.8 million units, and turnover basically the same level as 2013. The Company will also refine personnel structure,
product structure, adjust productivity, and reduce the cost level.
(IV) Capital needs and plan in 2014
In year 2014, the Company is expecting capital expense of RMB96.86 million in viewing of achieving the
business target, which will be utilized in construction of compressor lab, 500 thousand productivity expanding
project and minor technical reformation. These projects will be financed by the Company itself and also bank
loans according to the actual situation when it will be.
X. Statement of the Board on the “Non-standard auditors’ report” issued by the CPA on the
current report period
Not applicable
XI. Statement on changes of accounting policies, accounting estimations, and accounting basis
comparing with the last fiscal year
No change in current reporting period.
XII. Statement on retrospective correction of material accounting errors in the report period
There is no correction of prior period errors in this period.
XIII. Statement on change of consolidation range comparing with the previous fiscal year
The change of consolidation scope
1.
There is not subsidiary in the consolidation range in which the Company is holding 50% or lower share
equity.
18
2.
There are entities not in the consolidation range in which the Company is holding over 50% of share equity.
Name of companies
Portion of voting
Cause of not consolidated
rights
Ningbo Jianshe Motorcycle
Manufacturing Co., Ltd.
3.
51%
The company have stopped operation and have made the impairment
provision for full amount of equity.
Three entities were eliminated from consolidation range in the report period. They were the three subsidiaries
under Chongqing Jianshe Sales Co., Ltd. which had been suspended for business for years.
Subsidiaries being newly included and excluded in the consolidation scope this period
1.
No subsidiaries, special entities, or entities acquired through leasing or trusteeship added to the consolidation
range in the report period.
2.
Subsidiaries, entities with special purpose, or entities on which the Company has controlling power through
entrusted operation or leasing excluded from the consolidation range in the report period.
No.
1
2
3
Name of company
Business property
Share
proportion (%)
Voting
rights (%)
Causation of
eliminating
Sales of motorcycle and parts
52.00
52.00
Clearance
100.00
100.00
Clearance
100.00
100.00
Clearance
Reg. Add.
Guangxi Jianshe
Guangxi
Motorcycle Co., Ltd.
Chengdu Jianshe Sales
Chengdu
Co., Ltd.
Huhehaote Jianshe
Huhehaote
Motorcycle Sales Co., Ltd.
Whole sale and retailing of
Jianshe motorcycle and parts
Wholesale and retailing of
motorcycles and parts
Remark: The above entities had been seizing business operation for years. They were deregistered by the
authorities and no longer consolidated.
XIV. Particulars about dividends
Planning, execution and adjustment of profit distribution or dividend in the report period.
According to the document 证监发【2012】第 37 号 issued by CSRC, the proposal of amending the articles about
dividend policies in the Articles of Association was adopted at the 7th meeting of the 6th term of Board held on
July 26, 2012. It provides further details about methods, conditions, and rates of dividend, and uses of retained
profit. It was subject to approval at the 1st provisional shareholders‘ meeting held on August 30, 2012.
The Board of Directors proposes dividend plan for each fiscal year according to the Articles of Association.
Independent directors provide opinions on the plan. The plan was implemented by the Board upon approval of the
Shareholders‘ Meeting.
Particulars about Cash Dividend Policy
Whether satisfying the requirements of the Articles of Association or resolutions of the shareholders‘ meeting
Yes
Are standard and rate of dividend definite and clear
Yes
Complete decision making process
Yes
Independent directors fulfilling their responsibilities
Yes
Whether the minority shareholders were given opportunities to express their claims or opinions, whether their legal rights are
safeguarded
Whether the conditions and procedures of adjusting cash dividend policy legal and transparent
Yes
Yes
Profit distribution or common reserve capitalization in the latest 3 years (including the report year)
19
The retained profit was accumulated negative from 2011 to 2013, therefore no dividend and capitalizing of
reserves were implemented in latest three years.
Cash dividends in the latest three years
In RMB Yuan
Dividend
Cash dividend
year
(tax included)
Net profit attributable to the owners of the Proportion in the net profit attributable to the owners of
PLC in the consolidated statement
the PLC in the consolidated financial statement (%)
2013
0.00
12,057,417.49
0%
2012
0.00
-143,723,842.47
0%
2011
0.00
-188,442,485.96
0%
Making profit and the retained profit is a positive figure but no cash dividend preplan was proposed:
XV. Plan of dividend and capitalizing of common reserves for current year
Not applicable
XVI. Statement on social responsibilities
(I) Energy saving and clean production
The Company continues to promote energy saving and clean production in year 2013 and achieved great results.
In 2013, the overall energy consuming on industrial value adding has decreased by 0.05%; water consuming on
industrial value adding has decreased by 7%; SO2 outlet decreased by 1.82%; and CO2 outlet decreased by
6.81%.
In year 2013, the Company passed the annual verification of ISO14001OHSAS18001 regarding environmental
and labor safety. The system was composed of 27 procedure documents and 24 operational documents, which
were operated well in preventing accidents.
(II) Caring of employees
The Company cares about the goodies of employees and was evaluated positively by all employees. A number of
health care lectures and culture events were conducted in the year. Physical examinations were compulsory within
the Company.
(III) Guarding of investors‘ benefit
1. The Company has been continuously refining and improving of the Company administration structure
according to the laws, regulations, and codes. The shareholders‘ meeting, the board, the supervisory committee,
and executives are the decision making and executive structures of the Company. The Company provide every
best opportunity to mid-small shareholders to participate in decision making procedure.
In the report period, the Company called up 4 shareholders‘ meetings, including 2 meetings adopted combination
of onsite voting and online voting. 75.03%, 74.45%, 74.45%, and 74.58% of all effective shares voted at the 4
meetings respectively. All shareholders, especially mid-small shareholders, were guarded of their equal
opportunities.
2. In year 2013, the Company did all its best to avoid stock drawing back and maintain on the list of the stock
exchange.
(IV) Social activities and charity
In 2013, the Company took part in social activities aggressively. Right after the earthquake in Ya‘an, the Company
donated 100 motorcycles, 100 tents, and 300 garments.
Whether the PLC or any of its subsidiaries are recognized as heavy pollution industry by national environmental
20
authorities
[] Yes [V] No Not applicable
Whether the PLC or any of its subsidiaries involves in material social security issues
Whether the Company was under execution of punishment in the report period
XVII. Reception of investigations, communications, or interviews in the report period
Time/date
Place
Way
Type of
visitors
Visitors
Main content involved and material provided
Q: When stock trading will be restored after implementation of the
Jan 25
The
Telephone
2013
Company communication
Investors of
Individual the
Company
stock draw back plan? A: Implementation of the plan will be
following legal procedures such as examination by the
shareholders‘ meeting, information to creditors, amending of
Articles of Association, and reporting to the authorities. Please
follow the announcement issued by the Company.
Q: What is the influence of stock draw back? A: Implementation of
March 26, The
2013
Telephone
Investors of this plan will not make any better to the Company‘s business
Individual the
Company
operation. However the executives of the Company will do their
best to improve production composition, increase competition, and
overall operation of the Company.
Apr 11
The
Telephone
2013
May 3
The
2013
Sep. 13,
The
2013
Dec 18
The
2013
Telephone
Telephone
Telephone
Investors of
Individual the
Company
Investors of
Individual the
Company
Q: When the Company will be restored to original ID? A: Please
pay attention to the official information disclosure.
Q: Does the Company have any plan to get out losing situation? A:
Please find the business plan in Annual Report 2012 and 2013.
Investors of Q: Is there any risk of stock suspending? A: The Company still has
Individual the
Company
certain level of risk of suspending. Please regard to official
announcement for further information.
Investors of Q: Whether the Company could makeup the losses after
Individual the
Company
transferring of assets? A: Please refer to the auditing results of the
Annual Report.
21
Chapter V.
Significant Events
I. Major lawsuits and arbitrations
(I) New material lawsuit or arbitration issues happened in the report term.
On July 17, 2013, Ningbo Zhenhai Yongzheng Investment Co., Ltd. sued to the 5th Court of Chongqing claiming
for compensation of RMB3.1943 million from the Company for failing of receivership of Ningbo Jianshe
Motorcycle Co., Ltd. Trial was opened on January 16, 2014.
(II) Major lawsuit and arbitration issues settled in the report period:
The 5th Middle Court opened trial on April 27, 2013 for the lawsuit raised by Chongqing Huiyao Motorcycle
Import & Export Co., Ltd. against the subsidiary Import & Export Co. of the Company. The judge ordered the
defender to pay RMB4159562.39 and interests (since July 7, 2007 to the date of payment), and RMB58,514.4 of
lawsuit fee. The other claims of the Huiyao Co. were rejected by the court.
The Import & Export Co. appealed to the High Court of Chongqing thereafter and the 2nd trial were opened on
July 23, 2013. On October 17, Import & Export Co. was judged to pay RMB2.5890 of due trade payment and
interests, and also the lawsuit fee of RMB40.1 thousand. The case is closed. For the Import & Export Co. has won
in another case against Huiyao Co., and the compensation amount was slightly greater than that of this case.
Therefore it will make less influence on the Company‘s gain/loss. The counter party has not filed for enforcement
yet.
II. Questioning by medias
No media queries raised in the report period.
III. Non-operational capital appropriation by holding shareholder and its related parties
No non-operational capital appropriation by holding shareholder or its related parties.
Shu Lun Pan CPA Co., Ltd. issued the Statement of Special Auditing on Capital Appropriation by Holding
Shareholder or Related Parties. For details please find announcement 2013-045 available at
http://www.cninfo.com.cn.
IV. Receivership and bankruptcy
Not applicable
V. Asset transactions
1. Acquisition of assets
Not applicable
2. Disposal of assets
Please go to VII. Related Transactions of Purchasing or Disposing of Assets.
22
3. Merger of entities
Not applicable
VI. Implementation of share incentive program and influences
Not applicable
VII. Material related transactions
1. Related transactions related to daily operation
Related
parties
Jianshe
Industry
Relationship
Under same
control
Affiliate of the
subsidiary of
the controlling
shareholder
Chongqing Controlled
Yamaha
subsidiaries
Pingshan
Controlled
Taikai
subsidiaries
Tongsheng
Affiliated
Construction company
Jianshe
Under same
Industry &
control
Trading
Jianxing
Machinery
Subjects of the
related
transactions
Principle of
pricing the
related
transactions
Purchase of
Price on
moulds and
agreement
testing services
Amount of
trade
RMB0‘000
Percentage in
similar
trades %
551.03
18.92%
3,394.87
6.24%
8,117
3.1%
948.27
0.11%
1,695.2
0.01%
Purchase of
material
Fair market
price
Purchase of
material
Purchase of
material
Purchase of
material
Price on
agreement
Fair market
price
Fair market
price
Purchase of
material
Fair market
price
6.71
0.28%
Jiangmen
Qingqi
Under same
control
Purchase of
finished
motorcycles
Price on
agreement
9.76
0.51%
Fuyeda
Affiliated
company
Accept labor
Price on
agreement
82.81
0.05%
Jianshe
Industry
Under same
control
Purchase of
energy &
power
Price on
agreement
2,152.85
Chongqing
Yamaha
Changan
Auto
Changan
SUZUKI
Hebei
Changan
Nanjing
Changan
Tongsheng
Construction
Zhuzhou
Jianya
Chongqing
Yamaha
Jianshe
Industry
Jiangmen
Qingqi
Total
Sales of goods
Under same
control
Under same
control
Under same
control
Under same
control
Affiliated
company
Sales of goods
Sales of goods
Sales of goods
Sales of goods
Sales of goods
Joint venture
Sales of goods
Joint venture
Leases
Under same
control
Under same
control
Leases
Sales of goods
Price on
agreement
Fair market
price
Fair market
price
Fair market
price
Fair market
price
Fair market
price
Price on
agreement
Price on
agreement
Price on
agreement
Price on
agreement
Date of
disclosure
Index of information
disclosure
Forecasting of Routine Related
Transactions of 2013, Apr 24 2013,
1.36%
http://www.cninfo.com.cn
35,673.63
18.92%
11,768.31
6.24%
5,837.18
3.1%
208.89
0.11%
22.91
0.01%
532.91
0.28%
953.06
0.51%
348.72
82.5%
73.96
17.5%
206.3
0.11%
72,584.37
23
The above transactions are in favor of the effectiveness of resources, avoid repeating
Necessity, consistency, and reason of investment, reduce purchasing cost, control quality and satisfy the need of business operation.
choosing the related party (but not
The Company conducts the above related transactions with consideration of good cooperation
other parties in the market)
and convenience of location. The above related parties are in good business and
administration situation and good credit.
Influence of the related transaction on All related transactions are monitored by related laws and regulations and would not influence
the independency of the Company
the independency of the Company.
Dependency of the Company on the
related party, and measurements if
The Company has greater dependency on the supply of energy from Jianshe Industry.
any
Routine related transaction in 2013 was projected of RMB826.42 million and was actually
RMB725.8437 million, in which purchase of goods and services was projected of
Please provide actual situation of
RMB147.27 million, and actually RMB169.57 million.
routine related transactions if they are Sales of goods and services were projected of RMB673.55 million and actually RMB552.03
forecasted in categories (if any)
million.
Leasing asset was projected of RMB5.60 million for year 2013, and was actually RMB4.25
million.
2. Related transactions related to asset purchasing or disposal
Evaluation
Principle of Book value
Subjects of
Related
value of
pricing the
of asset
related
transfer
Relationship the related
parties
transactions
Transaction
Gain / loss
Way of
asset
transactions (RMB0‘000)
Fair market
value
price
transferred (RMB0‘000) (RMB0‘000)
Index of
Date of
of trade
payment
(RMB0‘000)
information
disclosure
disclosure
(RMB0,000)
For details please find
the Announcement of
Selling of
Southern
Under same land rights
Upon
Related Transactions
evaluation
Regarding Transferring
made by
of Assets
4,725
Motorcycle control
14,672.56
14,672.56
14,672.56 Cash
5,964.68
and
qualified
(Announcement
buildings
evaluation
2013-079) available at
institution
www.cninfo.com.cn
dated November 30,
2013
Reasons of material difference between the transferring price and book value or evaluation
Land value appreciation
value (if any)
Influences on the Company‘s business performance and financial position
Gains from asset disposal amounted to RMB59.6468
million.
3. Material related transactions related to collaborated external investment
Not applicable
4. Debtors and credits with related parties
Not applicable
24
5. Other material related transactions
Financial business with Military Group Finance Co.
Category of trade
Saving balance
Transaction Units
Closing balance
66,360,387.25
Chognqing Jianshe Automobile Air-conditioner Co., Ltd.
389,884.70
Chongqing Northern Jianshe Import & Export Co., Ltd.
22,714.85
Chongqing Jianshe Sales Co., Ltd.
104,952.35
Sub-total
66,877,939.15
Discount of undue bank accepted drafts Chongqing Jianshe Motorcycle Co., Ltd.
457,359,724.96
309,186,400.00
Sub-total
Loan balance
73,450,000.00
839,996,124.96
50,000,000.00
Amount of the Current Term
Discount of bank acceptance draft
756,344,052.31
87,300,000.00
548,186,400.00
Sub-total
1,391,830,452.31
Interest payment of loans and discount Chongqing Jianshe Motorcycle Co., Ltd.
20,655,631.26
2,078,556.54
13,705,269.85
Sub-total
36,439,457.65
Online inquiry of provisional announcements about major related transactions
Title of provisional announcement
Announcement on transferring of assets and related
transactions
Announcement on accepting of financial service and
related transactions
Date of provisional
Title of website for the provisional
announcement
announcement
November 30, 2013
www.cninfo.com.cn
January 9, 2014
www.cninfo.com.cn
VIII. Material contracts and execution
1. Entrustment, contracting, and leasing issues
(1) Trusteeship
Not applicable
(2) Contracting
Not applicable
25
(3) Leasing
Leasing out:
Name of the owner
Name of the
Category of asset for
Starting
Ending
tenant
rent
date
date
Chongqing Jianshe
Chongqing
Warehousing
Motorcycle
Yamaha
Pricing basis
Rental income recognized in
the period
2008/05/31 2013/12/31
Price on
3,487,212.33
agreement
Remark on related leasing: The Company has put the warehouse (18,762 square meters) located at No.1
Huajianzhi Rd., Jiulongpo, Chongqing, on leasing to Chongiqng Jianya for the term of five years. This asset was
transferred to Southern Motorcycle in December 2013 therefore the leasing contract was terminated on December
31, 2013.
Leasing in.
Name of the
Name of the tenant
owner
Category of asset for Starting
rent
Jianshe Industry
Chongqing Jianshe
Office building
date
Ending
Pricing basis
Rental recognized of current
date
period
Jan 2013 July 2013
Motorcycle
Price on
739,575.20
agreement
Statement on leasing events: The Sales Co., and Import & Export Co. – subsidiaries of the Company, started to
rent the office building of the Company during January – July 2013. The Company expanded the office area itself
since August 2013, therefore the rental contract was terminated.
2. Guarantees
In RMB10 thousand
Guarantee
provided to
External Guarantee (Exclude controlled subsidiaries)
Amount of guarantee Amount of the Actual date of occurring Actual amount of
and date of disclosure guarantee
(signing date of agreements
guarantee
The Company
April 24, 2013
4,800 Feb 23, 2010
4,800
The Company
April 24, 2013
2,850 May 25, 2012
2,850
Vehicle air
conditioner
April 24, 2013
5,000 October 26, 2012
5,000
The Company
April 24, 2013
2,200 Dec 13 2012
2,200
Sales Co.
April 24, 2013
350 Sept 19 2012
350
Sales Co.
April 24, 2013
2,650 Oct 22 2012
2,650
Sales Co.
April 24, 2013
5,000 Nov 12 2012
5,000
The Company
April 24, 2013
2,000 Nov 08 2012
2,000
The Company
April 24, 2013
4,800 Feb 5, 2013
4,800
Vehicle air
conditioner
April 24, 2013
500 Mar 29, 2013
500
Sales Co.
April 24, 2013
2,450 Mar 25 2013
2,450
Vehicle air
conditioner
April 24, 2013
2,500 Apr 12 2013
2,500
Sales Co.
April 24, 2013
5,000 May 17 2013
5,000
The Company
April 24, 2013
100 May 22 2013
100
The Company
April 24, 2013
100 May 22 2013
100
The Company
April 24, 2013
100 May 22 2013
100
The Company
April 24, 2013
100 May 22 2013
100
Type of
guarantee
Joint
liabilities
Joint
liabilities
Joint
liabilities
Joint
liabilities
Joint
liabilities
Joint
liabilities
Joint
liabilities
Joint
liabilities
Joint
liabilities
Joint
liabilities
Joint
liabilities
Joint
liabilities
Joint
liabilities
Joint
liabilities
Joint
liabilities
Joint
liabilities
Joint
Term
37
months
12
months
12
months
12
months
6
months
6
months
6
months
12
months
10
months
6
months
6
months
6
months
6
months
5
months
11
months
18
months
24
Completed or Related
not
party or not
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
26
The Company
April 24, 2013
2,200 May 22 2013
The Company
April 24, 2013
2,400 May 22 2013
April 24, 2013
3,000 June 24 2013
April 24, 2013
2,100 Jul 15 2013
April 24, 2013
5,000 Sept 16, 2013
The Company
April 24, 2013
100 May 22 2013
The Company
April 24, 2013
100 May 22 2013
The Company
April 24, 2013
100 May 22 2013
The Company
April 24, 2013
2,200 May 22 2013
The Company
April 24, 2013
2,400 May 22 2013
Vehicle air
conditioner
April 24, 2013
3,000 Sept. 11, 2013
Sales Co.
April 24, 2013
1,999 Sept 6 2013
The Company
April 24, 2013
1,000 Sept 25 2013
The Company
April 24, 2013
2,000 Oct 10 2013
The Company
April 24, 2013
2,800 Nov 13 2013
The Company
April 24, 2013
2,100 Nov 15 2013
Vehicle air
conditioner
April 24, 2013
3,000 Dec 18 2013
The Company
April 24, 2013
5,000 Nov 5 2013
Vehicle air
conditioner
Vehicle air
conditioner
Vehicle air
conditioner
Total of external guarantee approved in the report term
(A1)
Total of external guarantee approved as of end of report
term (A3)
Guarantee
provided to
Sales Co.
Vehicle air
conditioner
Sales Co.
Sales Co.
Sales Co.
Vehicle air
conditioner
Vehicle air
conditioner
The
Company
Sales Co.
Vehicle air
conditioner
Sales Co.
Sales Co.
Sales Co.
Vehicle air
conditioner
Vehicle air
conditioner
Sales Co.
The
Company
The
Company
Vehicle air
conditioner
Vehicle air
conditioner
Amount of guarantee
and date of disclosure
April 24, 2013
liabilities
months
Joint
30
2,200
Yes
liabilities
months
Joint
37
2,400
Yes
liabilities
months
Joint
6
3,000
Yes
liabilities
months
Joint
6
2,100
No
liabilities
months
Joint
12
5,000
No
liabilities
months
Joint
11
100
No
liabilities
months
Joint
18
100
No
liabilities
months
Joint
24
100
No
liabilities
months
Joint
30
2,200
No
liabilities
months
Joint
37
2,400
No
liabilities
months
Joint
6
3,000
Yes
liabilities
months
Joint
6
1,999
No
liabilities
months
Joint
6
1,000
No
liabilities
months
Joint
6
2,000
No
liabilities
months
Joint
6
2,800
No
liabilities
months
Joint
6
2,100
No
liabilities
months
Joint
6
3,000
No
liabilities
months
Joint
6
5,000
No
liabilities
months
Total of external guarantee actually occurred in
36,850
the report term (A2)
Total of external guarantee actually occurred as of
36,850
end of report term (A4)
Guarantee provided to controlled subsidiaries
Amount Actual date of occurring Actual
of the
(signing date of
amount of Type of guarantee
Term
guarantee
agreements
guarantee
2,800 Feb 09, 2012
2,800 Joint liabilities
12 months
Complete
d or not
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
81,999
29,899
Related party or
not
Yes
No
April 24, 2013
1,500 July 12, 2012
11 months
Yes
No
April 24, 2013
April 24, 2013
April 24, 2013
2,400 Oct 15 2012
3,600 Nov 5 2012
4,950 Dec 5 2012
6 months
6 months
6 months
Yes
Yes
Yes
No
No
No
April 24, 2013
5,000 Dec 12 2012
12 months
Yes
No
April 24, 2013
2,000 Jan 10 2013
5 months
Yes
No
April 24, 2013
2,500 Feb 4 2013
12 months
Yes
No
April 24, 2013
2,800 Feb 19 2013
12 months
Yes
No
April 24, 2013
2,450 Mar 18 2013
6 months
Yes
No
April 24, 2013
April 24, 2013
April 24, 2013
3,150 Apr 23 2013
4,950 May 7 2013
2,800 Jun 6 2013
6 months
6 months
6 months
Yes
Yes
Yes
No
No
No
April 24, 2013
3,500 Jun 21 2013
12 months
No
No
April 24, 2013
2,450 Aug 28 2013
6 months
No
No
April 24, 2013
3,150 Sept 25 2013
6 months
No
No
April 24, 2013
2,080 Oct 28 2013
6 months
Yes
No
April 24, 2013
1,920 Oct 30 2013
6 months
Yes
No
April 24, 2013
5,000 Oct 22 2013
9 months
No
No
April 24, 2013
2,550 Sept 02 2013
11 months
No
No
27
Sales Co.
April 24, 2013
2,800 November 20, 2013
6 months
No
Sales Co.
April 24, 2013
2,997 Dec 12, 2013
6 months
No
Total of guarantee to subsidiaries approved in the report term
Total of guarantee to subsidiaries actually occurred in the
39,300
(B1)
report term (B2)
Total of guarantee to subsidiaries approved as of the report
Total of balance of guarantee actually provided to the
39,300
term (B3)
subsidiaries as of end of report term (B4)
Total of guarantee provided by the Company (i.e. total of the above two items)
Total of guarantee approved in the report term (A1+B1)
76,150 Total of guarantee occurred in the report term (A2+B2)
Total of guarantee approved as of end of report term (A3+B3)
76,150 Total of guarantee occurred as of the end of report term
Percentage of the total guarantee occurred (A4+B4) on net asset of the
Company
In which:
Guarantees provided to the shareholders, substantial controllers and the related parties (C)
Guarantee provided directly or indirectly to objects with over 70% of liability on asset ratio (D)
The part of total amount of guarantee exceeded 50% of net asset (E)
Total of the above 3 * (C+D+E)
No
No
67,347
22,447
149,346
52,346
345.78%
0
52,346
44,776.84
52,346
(1) Illegal providing of external guarantees
Not applicable
3. Other material contracts
Not applicable
4. Other material trades
Not applicable
IX. Filling of commitment issues
1. Commitment issues of shareholders with 5% or over of the Company’s shares occurred in the report
period or carried down from previous period.
Not applicable
2. Statement on the situation of predicted profit on assets or projects, and actual results of the same
Not applicable
X. Engaging or dismissing of CPAs
Current CPA
Domestic CPA
Shu Lun Pan Certified Public Accountant LLP
Reward for domestic CPA (RMB0‘000)
65
Successive years the domestic CPA has been providing service to the Company 2 yrs
Name of CPAs from the domestic CPA firm
Li Shunli, Wan Ping
Was the CPA been changed in the report period
[] Yes [V] No
Engaging of CPA for internal auditing, financial consultants or sponsors
28
The Company paid RMB200 thousand to Shu Lun Pan CPA Co., Ltd for its internal auditing service of one year.
XI. Statement of the Supervisory Committee and independent directors on the “non-standard
auditors’ report” issued by the CPA
Not applicable
XII. Punishment and improvement
Not applicable
If there is illegal trading of the Company‘s shares by the directors, supervisors, executives, or shareholders‘ with
over 5% of the Company‘s shares, provide details about the disclosure and retrieving of illegal gains involved.
XIII. Particulars about possible suspension or termination of stock trading upon releasing of
this annual report
For the Company had been in losing position successively for year 2011 and 2012, the Company‘s stock was
applied of warning of stock drawing back on April 24, 2013. Whereas for year 2013, the Company was making a
positive profit as audited. According to the Stock Listing Rules of Shenzhen Stock Exchange (Revised 2012), the
Company applied to Shenzhen Stock Exchange for canceling of the risk warning. It is subject to the decision of
Shenzhen Stock Exchange about whether it shall be canceled.
XIV. Statement on other material issues
(I) In September 2013, according to the resolutions of the shareholders‘ meeting and the revised Articles of
Association, and as approved by Chongqing International Trade & Economy Commission (by document 渝外经
贸函[2013]219 号), the Company implemented stock drawback at the rate of 4:1. Namely the total share capital
will be reduced from 477.50 million shares to 119.3750 million shares, and the registered capital will be reduced
from RMB477.50 million to RMB119.3750 million. This change of registered capital was verified by
Zhongxingcai Guanghua CPA and the verification report 中兴财光华（渝）审验字（2013）第 003 号 was issued
on November 20, 2013. Renewing of business registration was done on February 21, 2014 and the new certificate
of corporation No. 500000400001350 was granted by Chongqing Industry & Commerce Bureau. (For details
please find Announcement No. 2013-016 – Announcement on Stock Drawback on www.cninfo.com.cn dated
September 10, 2013.)
(II) The Company has received RMB46.9919 million of subsidy from the local finance bureau, and was written
into income account of the current period. (For details please find Announcement No. 2013-091 – Announcement
on Receiving of Government Special Subsidy on www.cninfo.com.cn dated September 10, 2013.)
XV. Material issues of the subsidiaries
The Air-conditioner Co. transferred its land using rights and buildings on it to Southern Motorcycle at evaluated
amount. As of March 31, 2014, the transferring procedures had been accomplished.(For details please find
Announcement No. 2013-079 – Announcement on Transferring of Assets and Related Transaction on
www.cninfo.com.cn dated November 30, 2013.)
XVI. Placing of corporation bonds
Not applicable
29
Chapter VI. Change of Share Equity and Shareholders
I. Statement of change in shares
in shares
Before the change
I. Shares with trade
restriction conditions
1. State-owned shares
2. State-owned legal person
shares
3. Other domestic shares
Incl. Shares held by
domestic legal persons
Domestic natural
person shares
4. Share held by foreign
investors
Incl. Shares held by foreign
legal persons
Foreign natural
person shares
II. Shares without trading
limited conditions
1. Common shares in RMB
2. Foreign shares in
domestic market
3. Foreign shares in overseas
market
4. Others
III. Total of capital shares
Bonus
shares
Changed Currently (+,-)
Transferred from
Others
reserves
After the change
Proportion %
Issuing of new
shares
357,500,000
74.87%
0
0
0 -268,125,000 -268,125,000 89,375,000
0
0%
0
0
0
0
0%
339,625,000
71.13%
0
0
0 -254,718,750 -254,718,750 84,906,250
71.13%
17,875,000
3.74%
0
0
0 -13,406,250 -13,406,250
4,468,750
3.74%
7,000,000
1.46%
0
0
0
-5,250,000
-5,250,000
1,750,000
1.46%
10,875,000
2.28%
0
0
0
-8,156,250
-8,156,250
2,718,750
2.28%
0
0%
0
0
0
0
0
0
0%
0
0%
0
0
0
0
0
0
0%
0
0%
0
0
0
0
0
0
0%
120,000,000
25.13%
0
0
0 -90,000,000 -90,000,000 30,000,000
25.13%
Amount
Sub-total
0
0
Amount
0
74.87%
0
0%
0
0
0
0
0%
120,000,000
25.13%
0
0
0 -90,000,000 -90,000,000 30,000,000
25.13%
0
0%
0
0
0
0
0%
0
477,500,000
0%
100%
0
0
0
0
0
0
0
0
0 -358,125,000 -358,125,000 119,375,000
0%
100%
0
0
Proportion %
0
Causation of change in share equity
The company implemented the Stock Drawing Back Plan on September 12, 2013. Namely the Company‘s stock
was drawn back on 4:1 basis. After the plan was implemented, the total capital share of the Company would be
reduced from 477,500,000 shares (yuan) down to 119,375,000 shares (yuan). For details please find
Announcement about Stock Drawing Back released by Securities Times, Hong Kong Commercial Daily and
http://www.cninfo.com.cn dated September 10, 2013.
Approval of change in share capital
January 23, 2013, the stock drawback proposal was adopted at the 9th meeting of the 6th term of Board.
February 22, 2013, the stock drawback proposal was adopted by the 1st provisional shareholders‘ meeting 2013;
From March 6 to April 19, 2013, the Company served notice to all creditors about the stock drawback, and
obtained consent responses from creditors. No situations involving settling of debts or providing of guarantees
exist.
July 29, 2013, the stock drawback plan was approved by Chongqing International Trade & Economy Commission.
Situation of registration process of transferred shares
Up to the closing of Shenzhen Stock Exchange in the afternoon of September 12, 2013, all of the shareholders
registered by China Securities Clearing and Settlement Co., Ltd. Shenzhen Division have participated in the stock
drawback operation. The reduced amounts of stocks were written off at the given ratio by China Securities
Clearing and Settlement Co., Ltd. Shenzhen Division at the registration date. Those balance of stocks less than
one were treated according to the method provided by China Securities Clearing and Settlement Co., Ltd.
Shenzhen Division Equity Allocation and Registration Guidance.
30
Influences of the change of share equity on financial indices such as basic earning per share, dilluted earning per
share, and net asset per share attributed to common shareholders:
Upon completion of stock drawback, the Company‘s total capital shares were reduced to 119,375,000 shares
(RMB Yuan). None of the total asset, liabilities, owners‘ equity, and net profit would be changed because of the
drawback, except for net asset per share and gains per share though. Contrast of financial indices as of December
31, 2013 before and after the drawback
Accounts
Before
Total capital share (shares)
After
477,500,000
119,375,000
Gross Assets (RMB)
2,744,421,025.89
2,744,421,025.89
Liabilities (RMB)
2,592,503,626.67
2,592,503,626.67
151,383,199.55
151,383,199.55
12,057,417.49
12,057,417.49
-1,054,193,118.04
-1,054,193,118.04
602,880,517.59
960,515,317.59(including transferred from registered
Owners’ Equity Attributable to the Parent
Company
Net profit attributable to the owners of parent
company
Retained profit
Capital reserves
capital358,125,000.00 )
Surplus reserves
125,686,000.00
125,686,000.00
Net asset per share
0.3170
1.2681
Earnings per share
0.0252
0.1010
Other information the Company thinks necessary or required by the authority to be disclosed
II. Share placing and listing
(I) The Company has not issued any new shares or derivate securities in the latest three years as of the end of
report year.
(II) The company implemented the Stock Drawing Back Plan on September 12, 2013. Namely the Company‘s
stock was drawn back on 4:1 basis. After the plan was implemented, the total capital share of the Company would
be reduced from 477,500,000 shares (yuan) down to 119,375,000 shares (yuan). For details please find
Announcement about Stock Drawing Back released by Securities Times, Hong Kong Commercial Daily and
http://www.cninfo.com.cn dated September 10, 2013.
(III) The Company has no employees‘ shares.
31
III. Particulars about the shareholders and substantial controller
1. Amount of shareholders and their shareholding position
in shares
Total shareholders at the end of the report
Amount of shareholders at end of the 5th trading day
13,299
12,840
period
prior to the date of this annual report
Particulars about shareholders with over 5% of shares, or top 10 shareholders
Frozen or pledged
Share
Shares held at the
Amount of
Amount of
Name of the
Properties of
Changed in the
proportion
end of report
unconditional shares
unconditional Status of
shareholder
shareholder
report period
Amount
(%)
term
held
shares
shares
China Southern
State-owned legal
Industry Group Co.,
71.13%
84,906,250 -254,718,750
84,906,250
0
person
Ltd.
Domestic natural
Gu Zuocheng
1.86%
2,218,750 -6,656,250
2,218,750
0
person
Anhui Hengsheng
Domestic
Economic
non-state-owned
1.47%
1,750,000 -5,250,000
1,750,000
0
Development Group
legal person
Co., Ltd.
Domestic natural
Feng Yonghui
0.42%
500,000 -1,500,000
500,000
0
person
Domestic natural
Hu Zhihong
0.3%
354,664 354,664
0
354,664
person
Domestic natural
Fei Shunying
0.24%
280,740 280,740
0
280,740
person
Domestic natural
Ou Zhiquan
0.23%
273,299 273,299
0
273,299
person
Domestic natural
Xue Fang
0.22%
267,600 267,600
0
267,600
person
Domestic natural
Wang Chuxin
0.18%
220,425 -829,575
0
220,425
person
Domestic natural
Chen Houping
0.17%
200,054 200,054
0
200,054
person
Particulars about strategic investors or general
corporations becoming among the top 10
None
shareholders due to share placing (if any) (See
Note 3)
There isn‘t any associated relationship between the sponsoring shareholder and the other shareholders among
Notes to relationship or “action in concert” the top-10 list. None of them are regarded as ‗Acting in concert‘ in accordance with ‗The rules of information
disclosure on change of shareholding.‘ Foreign shareholders are unknown for their condition of ‗Associated
among the top ten shareholders.
relationship‘ and ‗Acting in concert‘.
Top 10 holders of unconditional shares
Category of shares
Amount of unconditional shares held
Name of the shareholder
at end of period
Category of shares
Amount
Hu Zhihong
354,664 Foreign shares placed in domestic exchange
354,664
Fei Shunying
280,740
Ou Zhiquan
273,299
Xue Fang
267,600
Wang Chuxin
220,425
Chen Houping
200,054
Shanghai Hong Kong Wanguo Securities
160,650
He Lizhuan
160,000
Huang Lianna
134,950
Cai Yugui
132,575
Action-in-concert among top 10 non-restricted
It was not to the information of the Company that whether there was any related relationship or
current share holders, top 10 non-restricted
action-in-concert among the top 10 unconditional current share holders, and the top 10 shareholders.
current share holders and top 10 shareholders
Was there any agreed repurchasing trade by shareholders in the report period
[] Yes [V] No
32
2. Particulars about the controlling shareholder
Name of the holding
Legal
shareholder
representative
China Southern Industry
Group Co., Ltd.
Business performance,
financial position, cash flow
and future development
strategy
Tang Dengjie
Organization
Incorporated in
June 29 1999
Registered capital
code
71092604-3
16,439,680,000
Main businesses
Mainly operation of
state-owned asset
As of December 31, 2013, China Southern Industry Group Co., Ltd. has total asset of RMB305.191
billion, net asset of RMB92.462 billion, turnover of RMB368.839 billion, net profit of RMB7.009
billion, and net cash flow from business operation of RMB28.101 billion.
Direct or indirect shares of the Company in other domestic or overseas PLCs:
Chongqing Changan Automobile Co., Ltd.
Jiangling Automobile Co., Ltd.
42.48%；
41.03%；
Baoding Tianwei Baobian Electronics Co., Ltd.
Shareholding status of the
holding shareholder in other
PLCs in the country and
abroad during the report
period
51.3%；
China Jialing Industry Co., Ltd. (Group) 27%；
Jinan Qingqi Motorcycle Co., Ltd. 31.43%；
Ha‘erbin Dong‘an Automobile Power Co., Ltd.
Yunnan Xiyi Industry Co., Ltd.
54.51%；
71.13%；
66.85%；
Zhongyuan Special Steel Co., Ltd.
76.39%；
Lida Optical-electronic Co., Ltd. 47.42%；
Chongqing Chang‘an Minsheng Logistics Co., Ltd. 25.44%
The holding shareholder of the Company was not changed in the report period.
3. Substantial controller of the Company
The substantial holder of the Company is the State-owned Asset Administration Commission of the National
Government
The substantial holder was not changed in the report period.
Chart of the controlling relationship between the practical controller and the Company
State-owned Asset Administration
Committee of the National Government
100%
China Southern Industry Group
71.13%
33
Whether the substantial controller is controlling the Company through trusteeship or other asset management
service.
4. Corporation shareholders with over 10% of the Company’s shares
Name of the corporation
China Southern Industry
Group Co., Ltd.
Legal
representative
Tang Dengjie
Incorporated in
June 29 1999
Organization code
71092492-9
Registered
Main business or
capital
management activity
16,439,680,000
Mainly operation of
state-owned asset
IV. Proposals raised by the shareholders or their action-in-concert parties about increasing of
shareholding
Not applicable
34
Chapter VII. Directors, Supervisors, Executives and Employees
I. Change of shareholding of directors, supervisors and senior executives
Name
Li
Huaguang
Lu
Hongxian
Position
Status of
Job
Sex Age
service
started
Job
ended
Nov 27,
2009
Nov 27,
44
2009
Apr 30
2014
Apr 30
2014
Chairman
On duty
M
Director, GM
On duty
M
Yan
Xuechuan
Director, secretary general of
CCP committee, chairman of
trade union
On duty
M
50
Ni Erke
Director
On duty
M
Director, vice general
Teng Feng manager, CFO, secretary of the On duty
Board
Tang
Employee Director
On duty
Wenquan
48
0
0
0
0
0
0
0
0
Nov 27, Apr 30
2009
2014
0
0
0
0
40
May 25, Apr 30
2012
2014
0
0
0
0
M
42
Apr 29, Apr 30
2008
2014
0
0
0
0
M
45
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Hao Lin
Director
On duty
M
51
Chen
Xingshu
On duty
M
51
Wang Jun
On duty
M
51
Yu Jianfeng Independent Director
On duty
M
43
On duty
M
49
Chairman of the supervisory
committee
On duty
M
49
Supervisor
On duty
M
40
Supervisor
On duty
M
45
Tao Xuqian Employee Supervisor
On duty
M
48
Lv Cuiwei Employee Supervisor
On duty
F
45
Wen Hong Vice General Manager
On duty
M
47
Yu Jiang
Vice General Manager
On duty
M
42
Liu Hui
On duty
M
44
On duty
M
Cheng
Yuanwei
Zha
Changli
Tan
Mingxian
Liu Li
Yu
Wenbiao
Total
--
--
Shares holding at the
Shares held at
Shares increased Shares decreased
beginning of term
the end of
this term (shares) this term (shares)
(shares)
term
--
47
--
May 30
2011
Apr 29,
2008
Apr 29,
2008
Apr 29,
2008
Apr 29,
2008
Apr 29,
2008
May 25,
2012
May 25,
2012
May 25,
2012
Mar 20
2010
May 30
2011
Apr 29,
2008
Apr 29,
2008
Aug 11
2009
July 26,
2012
--
Apr 30
2014
Apr 30
2014
Apr 30
2014
Apr 30
2014
Apr 30
2014
Apr 30
2014
Apr 30
2014
Apr 30
2014
Apr 30
2014
Apr 30
2014
Apr 30
2014
Apr 30
2014
Apr 30
2014
Apr 30
2014
Apr 30
2014
--
II. Status of service
Working experiences of current directors, supervisors, and executives in the past five years
Li Huaguang: Once worked for Jialing Group as head of QC dept., and head of personnel dept.; for Jialing
Industrial Co., Ltd. as standing commissioner of CCP committee, head of HR dept., vice headmaster of CCP
school, vice chief secretary of CCP division, and chairman of union; for China Jianling Industrial Co., Ltd. (Group)
Co., Ltd. as the general manager, chief secretary of CCP committee, chairman of union; and for Chongqing Jialing
Special Equipment Co., Ltd. as chief secretary of CCP committee, and chairman of union. At present he‘s the
chairman and general manager of Southern Motorcycle, chairman of the Company.
Lu Hongxian: Once worked for Jianshe Industrial (Group) Co., Ltd. (Jianshe Group) as vice head of promotion
dept., head of CCP office, head of HR division of CCP committee, assistant to the general manager, vice chief
secretary of CCP committee, director, chief secretary of CCP committee, and chairman of the union; for the
Company as chief secretary of the CCP committee, chairman of the Supervisory Committee, and director; for
35
Jinan Qinqi as general manager. At present he‘s the general manager and director of the Company.
Yan Xuechuan: Once he worked for Southern Group as technician of factory 5618, vice director of HR dept., vice
chief accountant, director of planning dept., vice factory manager and vice chief secretary of CCP committee,
chief secretary of discipline committee, and chief secretary of CCP committee; for Hunan Southern China
Electro-optical (Group) Co., Ltd. as director, chief secretary of CCP committee; standing commissioner of CCP
Dandong city committee, vice mayor, and commissioner of CCP committee. At present he‘s the director, chief
secretary of CCP committee, and chairman of the union.
Ni Erke: once the head of financial dept. of Chang‘an Auto, assistant to general manager and head of auditing dept.
of Nanfang Motorcycle, vcie general manager of sales co. of Nanfang Motorcycle. At present he‘s the chief
accountant, director assigned by Nanfang Motorcycle, and director of the Company.
Teng Feng: Once was head of Accounting Division; Assistant to General Manager of Jianshe Group; Assistant to
General Manager of Jianshe Industry; Vice General Manager of Motorcycle Business Division of the Company.
At present he‘s director of Jianshe Industry; At present he‘s the Director, Vice General Manager, Head of
Accounting, and secretary of Board of the Company.
Hao Lin: At present he‘s the President of Shenzhen Qiaozhouxing Technologies Development Co., Ltd., Chairman
of Chongqing Tongkang Technologies Co., Ltd., and Chairman of Shenzhen Yuyang Computer System Co., Ltd.,
Director of the Company.
Tang Wenquan: once the vice chief and CCP secretary of workshop 52 of Jianshe Group, CCP vice secretary, vice
general manager, and general manager of Jianshe Nanhai, chief of workshop 51 and 52 of the engine factory,
director of technical department of engine division, quality control department, vice general manager of engine
division, vice director of business planning department. At present he‘s the chief of business planning department
and employee director.
Chen Xingshu, once he was director of academic office, vice director and director of Accounting Department,
Chongqing College of Business, independent director of Chongqing Gangjiu Co., Ltd. and Chongqing Department
Store Ltd.; at present he‘s the headmaster of Chongqing Vocational College of Economy and Finance; Independent
director of Meianshen, Jinke Holdings and the Company.
Wang Jun: Once worked as Manager of Shanghai Wanguo Securities Chongqing Division; Business Manager of
Shenyin Wanguo Securities Ltd. Chongqing Division; General Manager of Shenyin Wanguo Securities Ltd.
Chongqing Division; Independent Director of China Jialing; Secretary General of Chongqing Securities
Association; Financial Advisor of Chongqing Beer and Chongqing Jiachen Biology; Advisor of Chongqing
Capital Operation and Reorganizing Section, member of Political Consulting Congress of Yuzhong District
Chongqing. At present he‘s the General Manager of Shenyin Wanguo Securities Co., Ltd. Chongqing Branch;
Commissioner of Chongqing Securities and Futures Association; Independent Director of Chongqing Water
Service, Chongqing Yuxin Group Co., Ltd. and the Company.
Yu Jianfeng: Once Project Manager of Chongqing (Tianjian) CPAs; Vice Manager and Manager of Auditing
Department, Manager and Senior Manager of Professional Standard Division of Chongqing Tianjian CPAs;
Executive of Chongqing Green Volunteer Association; Special Technical Assistant of Enterprise Supervisory
Committee assigned by National Government. At present he‘s the Chief Accountant (executive partner) of
Chongqing Yonghe CPAs; Independent Director of the Chongqing Beer, Jiulong Electric Power and the Company.
Cheng Yuanwei. Once he was the chief clerk of Chongqing Municipal Discipline Commission and Supervisory
Bureau; vice director of Chongqing Xingquan Law Office; independent director of Huabang Pharmacy, Xinan
Pharmacy, and China Jialin. At present he‘s the chief partner and lawyer of Chongqing Yuanwei Law Office;
permanent legal consultant of Huazhi Holdings, Hecheng Pharmacy, Zhongshen Power, Fulin Electric Power,
Xingmei United, Chaohua Tech, Sanxia Paint; Chongqing Dongyuan, and Sanxia Hydraulic; independent director
of Tongjunge Pharmacy and the Company.
Zha Changli: once chief of workshop 909 of Jialing Machinery Factory; manager of oil tank factory of China
Jialing; general manager of Chongqing Yiji Co.; general manager of Chongqing Haiyuan Co.; vice general
manager, director, CCP secretary, chairman of trade union of China Jialing. Currently chairman of supervisory
committee of the Company.
Tan Mingxian: once head of accounting dept. of Chongqing Wangjiang Industry Co., Ltd.; chief accountant of
Sichuan Xiguang Industry (Group) Co., Ltd.; vice head of financial dept. of Chongqing Chang‘an Industry (Group)
Co., Ltd.; vice chief accountant of Chongqing Wangjiang Industry Co., Ltd. Currently supervisor of China Jialing,
Jinan Qingqi, and Luoyang Northern Enterprise Group Co., Ltd.; manager of supervisory office of Nanfang
36
Motorcycle; chief financial officer of Southern Motorcycle R&D Co., supervisor of the Company.
Liu Li: once accountant of Jialing Machinery Factory; head of financial dept. of Hainan Jiatai Motorcycle Co.,
Ltd.; head of financial dept. of Chongqing Changjiang Sanxia Market (Special Vehicle Division); chief financial
officer of Chongqing Huangjia Hotel; vice head of finance dept. of China Jialing. Currently head of auditing dept.
of Nanfang Motorcycle; Supervisor of the Company.
Tao Xuqian: Once worked for Jianshe Group as vice director of discipline office, vice head of supervisory
division; for Jianshe Industry as vice director of discipline office, and vice head of supervisory division; for the
Company as vice head of CCP public relationship division, head of supervisory division. At present he‘s the vice
chief secretary of discipline division, office manager of discipline division and head of supervisory division,
employee supervisor of the Company.
Lv Cuiwei: once secretary of Youth Party of Jianshe Group, office manager of CCP office, PR director of CCP
party of Jianshe Industry, vice dean of party school, director of PR office of CCP committee. At present she‘s the
director of Auditing and Legal department, employees‘ supervisor of the Company.
Wen Hong: Once he was the Manager of Tools Co., Vice Office Manager of Jianshe Industry (Group) Co., Ltd.;
Vice General Manager of Sales Co. of the Company. He is currently the General Manager of Sales Co., and Vice
General Manager of the Company.
Yu Jiang: Once he‘s the Vice Chief of Factory No.3 of Jianshe Industry (Group) Co., Ltd.; Manager of Engine Co.
of Shenzhen Jianshe Motorcycle Co.; Director of Quality Division of the Company; Vice Office Manager of
Jianshe Group; Director of Technical Center of the Company. At present he‘s the Vice General Manager of the
Company.
Liu Hui: Once worked for Jianshe Group as vice director of factory No.54 of engine factory, factory manager of
factory 53, vice manager of Engine Co., manager of engine factory; for Zhuzhou Jianshe Yamaha Motorcycle Co.,
Ltd. as vice general manager, chief secretary of CCP committee; for the Company as general manager of finished
vehicle division, and assistant to general manager. At present he‘s the vice general manager of the Company.
Yu Wenbiao: once technician of Jianshe Machinery Factory; vice manager of workshop 61, vice head of
development planning dept., manager of Beijing office, vice head of business operation dept., vice head and head
of development planning dept., head of cooperation dept. of Jianshe Group; assistant to general manager, head of
capital operation dept. of Jianshe Industry; secretary of board of the Company; vice general manager and CCP
secretary of Zhuzhou Jianya. Currently vice general manager of the Company.
Jobs taken in shareholding parties
Names
Name of the shareholder
Job taken
Job started
Oct 1 2013
Job
ended
Take remunerations from the
shareholding party
Li
Huaguang
Southern Motorcycle (subsidiary of the
holding shareholder)
Chairman, GM
Ni Erke
Chief Accountant, Mar 01
director
2011
Yes
Hao Lin
Chongqing Tongkang Technologies Co., Ltd.
Chairman
Yes
Tan
Mingxian
Supervisory office January 1,
manager
2012
Tan
Mingxian
Southern Motorcycle R&D Co. (Subsidiary of
Supervisor, CFO
the holding shareholder)
January 1,
2012
Yes
Tan
Mingxian
China Jialin (Subsidiary of the controlling
shareholder)
Supervisor
January 1,
2012
Yes
Tan
Mingxian
Jinan Qinqi (Subsidiary of the controlling
shareholder)
Supervisor
January 1,
2012
Yes
Tan
Mingxian
Luoyang Northern (Subsidiary of the
controlling shareholder)
Supervisor
January 1,
2012
Yes
Liu Li
Jinan Qinqi Suzuki Motorcycle Co., Ltd. (joint Vice General
venture of the holding shareholder)
Manager
Nov 1
2013
Yes
Jan 1, 2001
Yes
Yes
37
III. Annual Remunerations of the Directors, Supervisors and Senior Executives
The Company gives rewards to executives on annual basis which consist of basic annual rewards and performance
rewards. Basic annual rewards are paid on monthly basis and performance rewards are distributed basing on the
annual assessment on their performances and duties as well as democratic assessment.
Remuneration of directors, supervisors, and executives in the report period
In RMB10 thousand
Total of
Name
Position
Sex
Age
Total of reward
Actual
from
reward in
the
shareholding
total at end of
Company
parties
report term
Status of reward from
service
Li Huaguang
Chairman
M
48 On duty
Lu Hongxian
Director, GM
M
44 On duty
30.87
30.87
M
50 On duty
29.78
29.78
M
40 On duty
M
42 On duty
21.6
21.6
Tang Wenquan Employee Director
M
45 On duty
12.22
12.22
Hao Lin
M
51 On duty
0
Chen Xingshu Independent Director
M
51 On duty
3
3
Wang Jun
M
51 On duty
3
3
Yu Jianfeng
M
43 On duty
3
3
Cheng Yuanwei Independent Director
M
49 On duty
3
3
M
49 On duty
14.99
14.99
Yan Xuechuan
Ni Erke
Teng Feng
Zha Changli
Director, secretary general of CCP
committee, chairman of trade union
Director
Director, vice general manager, CFO,
secretary of the Board
Director
Chairman of the supervisory
committee
41.63
33
41.63
33
Tan Mingxian
Supervisor
M
40 On duty
19.7
19.7
Liu Li
Supervisor
M
45 On duty
18.32
18.32
Tao Xuqian
Employee Supervisor
M
48 On duty
10.17
10.17
Lv Cuiwei
Employee Supervisor
F
45 On duty
10.81
10.81
Wen Hong
M
47 On duty
21.6
21.6
Yu Jiang
M
42 On duty
21.6
21.6
Liu Hui
M
44 On duty
21.6
21.6
Yu Wenbiao
M
47 On duty
21.6
21.6
Total
--
--
--
--
228.84
112.65
341.49
No incentive share was granted to any of the directors, supervisors, or executives in the report period.
38
IV. No change in directors, supervisors, or executives in the report period
V. No change in key technical team or personnel in the report period.
VI. Employees of the Company
AS of December 31, 2013, the Company has 2479 registered employees, including 200 under Jianshe Sales, 40
under Import & Export Co., 405 under Auto Air-conditioner Co. – the fully owned subsidiaries. There were 60
retired employees.
On professional occupations
2. On education background
39
Chapter VIII. Company Administration
I. Fundamental Situation of Company Administration
In the report period, the Company revised and improved the articles regarding dividend distribution in the Articles
of Association according to the regulations issued by CSRC. As of the end of report period, the Company has been
operating legally and independently. Information have been disclosed appropriately. All regulatory documents
issued by CSRC were basically satisfied.
1. Independency
The Company is independent, in terms of personnel, asset, finance, organization, and business operation, from the
holding shareholder. It maintains its account and assume responsibilities and risks independently. No capital
appropriation by the holding shareholder nor its related parties, no providing of financial aids in whatsoever form
of capital to these parties. All related transactions were conducted and disclosed appropriately by legal procedures.
2. Shareholders and shareholders‘ meetings
The Company‘s Articles of Association and the Shareholders‘ Meeting Criteria have been guarding the
shareholders, especially mid-small shareholders, of their legal rights and equal ground. In the report period, the
Company has been executing the legal procedures of calling and holding of the shareholders‘ meetings. Proposals
and resolutions of the meetings were disclosed properly. Online voting system was provided to the shareholders
along with onsite voting at decision making of capital reducing, stock drawing back, and asset transferring.
3. Directors and the Board
Composition of the Board was complying with the laws and regulations. The Board Meeting Criteria was
introduced to ensure scientific and formalized decision-making process. Committees of Strategy, Auditing,
Nomination, Remuneration and Assessment were formed within the Board and have been providing professional
suggestions to the Board. Independent directors were engaged to guard the rights of shareholders. Totally seven
board meetings were held in the report period, and was working effectively in decision making.
4. Supervisors and the Supervisory Committee
The Company introduced the Supervisory Committee Meeting Criteria to regulate the composition as required by
laws and regulations. The Committee was appropriately informed about the Company‘s business information and
supported to fulfill its responsibilities. In the report period, the Committee performed effective inspection on the
significant events, related transactions, financial position, internal control, and legal operation of the Directors and
executives.
5. Information disclosure
In the report period, according to the regulations about information reporting and state-owned asset administration,
the Company reported the sales information and financial information to the local authorities, namely Chongqing
Economic Information Commission, Chongqing Banan Bureau of Statistics, and the holding shareholder.
According to the Rules of Providing External Information and Information Insider Registration Criteria, the
Company has registered the organizations and individuals who had access to the aforesaid information, and
assured them to assume confidentiality responsibilities.
To assure fairness in information disclosure, and all shareholders may get access to the information equally, the
Company disclosed voluntarily the information filed to the authorities by official media on monthly basis. No
information leakage occurred in the report period which could lead to irregular fluctuation of stock price.
Introducing and revising of regulations in the period.
No.
Name of the criteria
Meeting on which the regulations are Date of disclosure Disclosing media
approved
1
Revising of the Articles of The 2nd Provisional Shareholders‘
Association
Meeting 2013
April 20, 2013
www.cninfo.com.c
n
40
There isn‘t any difference between the management practice and the regulations of the Company Law and CSRC.
Executing of special administration activities and Registration and Administration Rules of Information Insiders
The Company has introduced the Information Insider Registration Rules. In the report period, conducted
information registration on each individual event when implementing the stock drawback, asset transferring,
periodic report and business forecast. None of the users of the information has been found using them in any
illegal trading, no leaking of inside information, and the Company has not been under punishment or criticize by
the supervisory authorities regarding default in information insider registration or any under-the-table trade.
II. Shareholders’ Annual Meeting and the provisional meetings in the report period
1. Shareholders’ Annual Meeting in the report period
No. of
Date of
meeting
meeting
Titles of proposals
Resolutions
Date of
disclosure
Index of
information
disclosure
Proposals approved at the meeting were:
1.
Board of Directors‘ Work Report 2012;
For details please find
2.
Supervisory Committee‘s Work Report 2012;
the Resolutions of the
The shareholders‘
3.
Annual Report 2012 and Summary;
Shareholders‘ Meeting
meeting 2012 was held
4.
Dividend Plan 2012;
2012, Announcement
on May 23, 2013
5.
Proposal to extend the service of CPA to 2013 as auditor of financial 2013-049 at
statements and internal control;
http://www.cninfo.com.c
6.
Projected Routine Related Transactions of 2013;
n dated May 24, 2013
7.
Proposal of providing external guarantees 2013.
2. Provisional shareholders’ meetings in the report period
No. of
meeting
Date of
meeting
Titles of proposals
Resolutions
Date of disclosure
Index of information
disclosure
The 1st Provisional
The Proposal of Stock Drawback was adopted
2013 was held on February
22, 2013
For details please find the Resolutions of the
Provisional Shareholders‘ Meeting 2013,
Announcement 2013-012 at
http://www.cninfo.com.cn dated February 23,
2013
The 2nd Provisional
The Proposal to Revise the Articles of Association
2013 was held on April 19, was adopted at the meeting
2013
For details please find the Resolutions of the 2nd
http://www.cninfo.com.cn dated April 20, 2013
Proposals adopted at the meeting were: The
Proposal about Transferring of Assets and Related
Transactions, The Proposal to Authorize the Board
to Handle the Transferring of Assets with Full
Power.
For details please find the Resolutions of the 3rd
http://www.cninfo.com.cn dated December 17,
2013
The 3rd Provisional
2013 was held on
December 16, 2013
41
III. Fulfilling of duties of the Independent Directors in the report period
1. Independent directors’ presenting of board meetings
Independent directors‘ presenting of board meetings
Name of Independent
Director
Not attend the
Meetings to
attend in the
report period
Actually
Attended by way
Presented by
attended
of telecom
proxy
Absented
meetings for
successively 2
times
Chen Xingshu
7
4
2
1
0 No
Wang Jun
7
5
2
0
0 No
Yu Jianfeng
7
4
2
1
0 No
Cheng Yuanwei
7
4
2
1
0 No
Observation of shareholders‘ meetings
by independent directors
4
None of the directors absented from the meetings for successively two or more times.
2. No dissent opinion was raised by any of the independent directors in the report period
3. Other remarks on independent directors’ fulfilling of duties
During the year 2013, the independent directors have faithfully performed their duties, safeguarded the Company's
interests and really protect the rights and interests of middle and small investors strictly according to relevant laws
and regulations since they came into office. Within the scope of their powers and functions, they participated in
the decision making of the board of directors of the Company. They provided suggestions on business operation,
administration, as well as the internal control system, covering aspects of product upgrading, financial expense
reducing, and lifting of capital efficiency. The Company has adopted most of the suggestions and doing its best
effort to improve its management.
IV. Fulfilling of duties by the Special Committees under the Board of Directors
Fulfilling of duties of the committees from the date of previous annual report to the date before this report:
(I) The Auditing Committee held two meetings according to the Auditing Committee Working Criteria and
Auditing Committee Annual Report Working Procedures. They were:
1. The Auditing Committee held its 1st meeting of 2014 on January 8, 2014. The financial statements of 2013
provided by the accounting department was examined at the meeting. The Auditing Committee deems the
financial statements were complying with the Enterprise Accounting Standard, the accounting policies and
estimations were reasonable, and they were reflecting the situations regarding assets, business performance, and
cash flow in the report term. It is approved to submit to the CPA.
2. The Auditing Committee conducted communication with the CPAs in the auditing process. On April 11, 2014,
the CPA provided initial opinions to the Company. April 5, 2014, the Auditing Committee convened the 2nd
meeting of 2014, and examined again on the financial statements, and deemed: Preparing of the financial
statements were complying with the Enterprise Accounting Standard, expenses were reasonable, recognition of
gains, expenses and profit were complying with the laws, regulations and relative rules, and frankly, completely
reflecting the financial situation, business performance and cash flow of the Company. It was approved to be
submitted to the Board of Directors.
42
The meeting also summarized the auditing works of 2013 done by the CPA: Shu Lun Pan Certified Public
Accountants conducted the auditing works responsibly and diligently according to the China CPA Standard, and
issued opinions on the accounting statements objectively and fairly. The Committee suggested to extend the
services of Daxin Certified Public Accountants as the auditor of 2014. With reference to the payment to the CPA
in previous years and the wildly accepted level in this territory, the Committee suggested RMB650 thousand and
RMB200 thousand of auditing fee for financial reports and internal control system respectively to the CPA.
(II) The 1st meeting of the Strategy Committee 2014 was held on April 15, 2014. The committee discussed about
the economic environment, industry trend, advantages and problems of the Company. Strategic measurements
were proposed for the coming three years basing on the current ―dual industry and triple business division‖, as
well as the key works of 2014.
(III) The Remuneration and Assessment Committee held its 1st meeting of 2014 on April 15, 2014. The
Committee performed assessment on the executives‘ performance according to the Assessment and Incentive
Scheme, and came out with the resolution that the reward scheme of year 2013 was complying with the
regulations and practical situation.
(IV) The Nomination Committee held the 1st meeting of 2014 on April 15, 2014. The committee inspected the
qualifications of candidates for the 7th term of Board, namely Mr. Li Huaguang, Mr. Lv Hongxian, Mr. Yan
Xuechuan, Mr. Ni Erke, Mr. Teng Feng, Mr. Hao Lin, and independent directors of Mr. Li Dingqing, Ms. Peng Yu,
Mr. Li Mingjia, and Mr. Liu Zhiqiang. None of the candidates was applicable to Article 147 of the Company Law;
under punishment by CSRC in the latest three years; or criticized by the Shenzhen Stock Exchange for three times
or over in the latest three years. Therefore the candidates were qualified for their respective positions according to
the Stock Listing Rules of Shenzhen Stock Exchange and the Articles of Association of the Company. It was
agreed to submit the nomination to the Board.
V. Fulfilling of duties of the Supervisory Committee
1. Operation According to the Law
In the opinion of the Supervisory Committee, the Company conducted its operation in a standardized way,
implemented various resolutions in a practical way, the decision-making procedures complied with the relevant
provisions of the PRC Company Law and the Articles of Association of the Company; the Company established
complete internal control system; directors and senior executives did their jobs with due diligence in a
work-respecting and honest way, and performed no action against the laws, regulations, the Articles of Association
or harmful to the interest of the Company.
2. Inspection over the financial position
The Committee has conducted inspections on the implementation of the financial regulations and situations. The
annual report has been audited by Shu Lun Pan CPA. The supervisors deem that the Financial Report 2013 has
frankly reflected the financial situation and business performance in the report term.
3. Supervision on the using of proceeds raised through share placing
No newly raised finance in the report term.
4. Related transactions
All of the related transactions with the subsidiaries of the controlling shareholder in the report term were
conducted on market price under principle of fair trade. None of them has offended the interests of the
shareholders or the company.
5. Comments on the Introspective Report of Internal Control System 2013
The Company has established an internal control system covering most of the aspects of business operation,
which has been working effectively to protect the safety and completeness of the Company‘s asset. The
introspection report was frankly and completely reflecting the construction and operation of the internal
controlling system.
6. Establishing of information insider registration rules
The Company has been following with the Information Insider Registration Criteria and preventing abusing or
leaking of information and insider trading to protect the legal benefit of the investors.
43
VI. Particulars about the independency of the Company in aspects of business, personnel,
asset, organization, and accounting
The Company is completely separate from the holding shareholder in aspects of business, asset, finance, and
organization. It has its independent business operation.
1. Business: The Company has independent and complete development, purchase, production and marketing
system. The Company is capable to perform business operation independently.
2. Personnel: The Company established independent functional department responsible for labor, personnel and
wage management and formed labor, personnel and wage management system.
3. Asset: The Company‘s assets are independent and complete. The assets are registered, booked, accounted, and
administrated independently.
4. Organization: The Company has established an organizational structure that is independent of its controlling
shareholder. The organs of the Company are able to exercise their functions independently.
5. Finance: The Company has set up independent finance department, formed independent financial accounting
system, established and perfected financial control system and internal control measures, opened independent
bank accounts and paid taxes independently.
VII. Horizontal competition
China Military Equipment Group is the holding shareholder of China Jialing (Stock Code: 600877), Jinan Qingqi
(Stock Code: 600698), and the Company. National Asset Supervisory Committee of the National Government is
the substantial controller of it. It is mainly involved in manufacturing and sales of motorcycles. However then
Company is not competing with the above two companies by any means of equity reorganizing, industrial
property, national policy, or merger or takeover.
VIII. Assessment and incentive scheme for executives
The Company gives rewards to executives on annual basis which consist of basic annual rewards and performance
rewards. Basic annual rewards are paid on monthly basis and performance rewards are distributed basing on the
annual assessment on their performances and duties as well as democratic assessment.
44
Chapter IX. Internal Control
I. Construction of internal control system
The internal control system was established in the headquarter, Jianshe Sales Co., Import & Export Co., and
Air-conditioner Co., which is covering: internal control involved in financial reports, such as monetary capital,
asset management, sales, R&D, guarantee providing, financial reports, overall budgeting, and purchasing
businesses; non-financial report items, such as administration structure, internal organization, development
strategy, enterprise culture, and information flow.
II. Statement of the Board of Directors on responsibilities of internal control
The Board of Directors, the Supervisory Committee, the directors, the supervisors and executives of the Company
guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report and we
will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report.
It is the Board of Directors‘ responsibility to setup and operate an effective and mature internal control system.
The Supervisory Committee is responsible to inspect the operation of the system by the Board. While the
executive team is responsible for daily operation of the system.
Target of the internal control system: to a reasonable extent, ensuring the legal operation, asset safety,
completeness of financial report, effectiveness of business operation, and realizing of development strategy. For
the internal control system is constrained by multiple factors, only the above targets are ensured in reasonable
ways.
Variation of circumstances could cause inappropriate of internal control system, or lower the satisfaction of
operational policies. Therefore there could be certain risks attached to forecasting of future effectiveness of the
internal control basing on the evaluation results.
III. Basis of internal control on financial statements
This assessment report is aiming to evaluate the effectiveness of the design and operation of internal control
system up to December 31, 2013, according to the requirements of the Enterprise Internal Control Standard and
Enterprise Internal Control Guide, with consideration of the Company‘s practice. Assessment was done by means
of daily inspection and special inspection.
IV. Assessment report on internal control
Details about material flaw of internal control system in the report period discovered by the assessment report
1. Recognition and rectification of faults in internal control of financial report
According to the recognition standard of internal control of financial report, there is no material faults in internal control of financial
report of the period.
2. Recognition and rectification of faults in internal control other than the financial report
According to the recognition standard of internal control other than financial report, there is no material faults in internal control
other than the financial report of the period.
Date of the assessment report was
disclosed in full text
April 26, 2014
Index of internal control assessment
report
Announcement 2014-022, Introspective Report on Internal Control System 2013, available
at http://www.cninfo.com.cn.
45
V. Internal control auditing report
Auditing opinions in the auditing report on internal control
To our best knowledge, the Company is conducting an effective internal control system on financial reporting regarding all material
aspects as provided by the Enterprise Internal Control Standard as of December 31, 2013.
Disclosing date of internal control
auditing report full text
Index of the internal control
auditing report full text
April 26, 2014
Announcement 2014-043, Auditors‘ Report on Internal Control System 2013,
available at http://www.cninfo.com.cn.
The CPA issued standard auditing report on the internal control system without qualified opinions.
The introspective report of the Board on internal control is agreeing with the auditors‘ report on internal control.
VI. Responsibility retrospective mechanism for material faults in annual report
In order to guarantee the company information disclosure is true, accurate, promptly and fair, the company has
formulated and implemented Accountability System of Significant Error of Information Disclosure in Annual
Report in 2010. The company has made no significant accounting error correction, missing information addition
and performance prediction amendment in the report period.
Chapter X. Financial Report
I. Auditors’ Report
Type of auditing opinion
Standard report without qualified opinion
Date of issue of the Auditors‘ Report April 23, 2014
Name of the CPA
BDO SHULUN PAN CERTIFIED PUBLIC ACCOUNTANTS CO., LTD.
Ref. No. of the Auditors‘ Report
信会师报字[2014]第 710728 号
Name of the certified accountants
Li Shunli, Wan Ping
46
Annual Report
2013 Full Text
Independent Auditor’s Report
BDOCPA [2014] No. 710728
Annual Report
2013 Full Text
Auditor’s Report & Financial Statements
Year ended 31 December 2013
Catalog
Ⅰ
Independent Auditor‘s Report
Ⅱ
Financial Statements
Page
1-2
Balance Sheet & Consolidated Balance Sheet
1-4
Income Statement & Consolidated Income Statement
5-6
Cash Flow Statement & Consolidated Cash Flow
7-8
Statement
Statement of Changes in Equity & Consolidated
9-12
Statement of Changes in Equity
Notes to the Financial Statements
1-70
Annual Report
2013 Full Text
Independent Auditor's Report
BDOCPA [2014] No. 710728
To shareholders of Chongqing Jianshe Motorcycle Co., Ltd.
We have audited the financial statements of Chongqing Jianshe Motorcycle Co., Ltd.
（the ―Company‖）and its subsidiaries (collectively the ―Group‖), which comprise the
balance sheets and consolidated balance sheets as at 31 December 2013, and the income
statement and consolidated income statement, the statement of changes in equity and
consolidated statement of changes in equity, the cash flow statement and consolidated
cash flow statement for the year then ended, and a summary of significant accounting
policies and other explanatory notes.
Directors’ responsibility for the financial statements
The directors of the Company are responsible for the preparation and fair presentation
of financial statements. This responsibility includes (1) preparation of financial
statements in accordance with Accounting Standards for Business Enterprises, (2)
designing, implementing and maintaining internal control to enable the preparation and
the true and fair presentation of financial statements that are free from material
misstatement, whether they are due to fraud or error.
Auditor’s responsibility
Our responsibility is to express an opinion on these financial statements based on our
audit. We conducted our audit in accordance with Auditing Standards on Auditing
issued by the Institute of Chinese Certified Public Accountants. Those standards require
that we comply with the ethical requirements and plan and perform the audit to obtain
reasonable assurance as to whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts
and disclosures in the financial statements. The procedures selected depend on the
auditor‘s judgment, including the assessment of the risks of material misstatement of the
financial statements, whether they are due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity‘s preparation
and true and fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by the directors, as well as evaluating the overall presentation of the
financial statements.
Auditor's Report page 1
Annual Report
2013 Full Text
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion.
Opinion
In our opinion, the accompanying consolidated and parent company financial statements
give a true and fair view in all material respects, the financial position of the Company
and of the Group as at 31 December 2013, and its financial performance and its cash
flows for the year then ended in accordance with the Accounting Standards for Business
Enterprises.
BDO CHINA SHU LUN PAN
CERTIFIED PUBLIC ACCOUNTANTS LLP
CPA:
CPA:
Shanghai, People’s Republic of China
Auditor's Report page 2
24 April 2014
Chongqing Jianshe Motorcycle Co. Ltd
Balance Sheet
31 December 2013
Expressed in Renminbi Yuan expect for special note
Assets
Notes Ⅺ
31 December 2013
31 December 2012
Current Assets
Cash and cash equivalents
228,624,992.89
98,471,012.44
39,803,978.66
41,601,148.48
4,802,644.17
31,772,300.19
18,601,531.02
22,300,611.50
208,879,559.83
60,256,620.47
79,555,340.09
75,514,644.92
580,268,046.66
329,916,338.00
837,478,318.07
832,205,050.99
615,254,019.58
645,043,821.42
11,013,703.97
10,694,018.19
Intangible assets
90,978,642.33
96,431,840.98
Development expediture
27,603,929.21
30,641,485.76
Trading financial assets
Notes receivables
Account receivables
1
Prepayments
Interest receivables
Dividend receivables
Other receivables
2
Inventories
Non-current assets due within 1 year
Other current assets
Total current assets
Non-current assets：
Available-for-sale financial assets
Held-to-maturity investments
Long-term receivables
Long-term equity investments
3
Investment property
Fixed assets
Construction in progress
Engineer materials
Disposal of fixed assets
Productive biological assets
Petroleum and natural gas assets
Notes to the Financial Statements page 1
Goodwill
Long-term prepaid expenses
1,815,694.12
3,211,035.43
Total non-current assets
1,584,144,307.28
1,618,227,252.77
Total assets
2,164,412,353.94
1,948,143,590.77
Deferred tax assets
Other non-current assets
Legal representative：
Accountant in charge:
Chief officer of accounting institution:
Balance Sheet (Continued)
31 December 2013
Notes Ⅺ
Liabilities and Owner's Equity
31 December 2013
31 December 2012
Current liabilities：
Short-term loan
420,000,000.00
560,500,000.00
Notes payable
439,186,400.00
273,000,000.00
Account payables
504,942,097.46
468,248,185.25
Receivables in advance
3,162,370.27
6,669,564.17
Accrued payroll
1,356,068.19
1,130,732.50
125,804,653.87
125,615,885.22
239,108,166.57
35,004,640.44
94,000,000.00
100,500,000.00
1,827,559,756.36
1,570,669,007.58
47,000,000.00
92,000,000.00
Trading financial liabilities
Tax payables
Interest payables
Dividend payables
Other payables
Non-current liabilities due within 1 year
Other current liabilities
Total current liabilities
Non-current liabilities：
Long-term loan
Bonds payable
Long-term payables
Special payables
738,000.00
738,000.00
47,738,000.00
92,738,000.00
1,875,297,756.36
1,663,407,007.58
Share capital
119,375,000.00
477,500,000.00
Capital surplus
958,575,094.29
600,940,294.29
125,686,000.00
125,686,000.00
-914,521,496.71
-919,389,711.10
289,114,597.58
284,736,583.19
2,164,412,353.94
1,948,143,590.77
Estimated liabilities
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
Owner's equity：
Less: treasury stock
Special reserve
Surplus reserve
General risk reserve
Retained earnings
Total owner's equity
Total liabilities and equity
Consolidated Balance Sheet
31 December 2013
Assets
Notes V
31 December 2013
31 December 2012
Current assets：
1
388,314,602.28
456,794,093.39
Notes receivable
2
81,253,424.87
74,465,864.34
Account receivables
4
311,899,501.77
288,659,903.69
Prepayments
6
32,738,242.83
49,946,177.48
Deposit reservation for balance
Lendings
Trading financial assets
Premium receivables
Reinsurance receivables
Reinsurance agreement reserve receivables
Interest receivables
3
Other receivables
5
23,946,335.95
36,132,451.85
7
299,191,811.74
290,979,725.84
1,137,343,919.44
1,196,978,216.59
8
689,241,790.19
683,560,523.11
Fixed assets
9
763,705,401.21
825,584,794.37
Construction in progress
10
11,013,703.97
15,642,058.43
Intangible assets
11
103,611,915.99
118,116,994.56
Development expenditures
11
27,603,929.21
30,641,485.76
Long-term prepaid expenses
12
7,928,011.24
10,706,762.47
Deferred tax assets
13
3,564,354.64
3,123,854.35
Other non-current assets
15
408,000.00
816,000.00
Total non-current assets
1,607,077,106.45
1,688,192,473.05
Total assets
2,744,421,025.89
2,885,170,689.64
Financial assets purchased under agreements to resell
Inventories
Non-current assets due within 1 year
Other current assets
Total current assets
Non-current assets：
Entrusted loans and advances granted
Available-for-sale financial assets
Held-to-maturity investments
Long-term receivables
Investment property
Engineer materials
Disposal of fixed assets
Productive biological assets
Petroleum and natural gas assets
Goodwill
Consolidated Balance Sheet (continued)
31 December 2013
Items
Notes V
31 December 2013
31 December 2012
Current liabilities：
Short-term loan
16
896,805,047.85
756,115,520.89
Notes payable
17
742,696,400.00
768,980,000.00
Acount payables
18
536,553,953.76
502,109,222.01
19
29,177,260.79
90,756,705.60
Accrued payroll
20
2,619,043.15
2,014,669.47
Tax payables
21
124,374,241.36
115,199,322.99
22
32,539,679.76
26,566,279.30
23
98,000,000.00
231,500,000.00
2,462,765,626.67
2,493,241,720.26
Loan from central bank
Deposits from customers and Placements
from banks and non-bank financial
institutions
Borrowings
from
banks
and
other
financial institutions
Trading financial liabilities
Financial assets sold for repurchase
Commissions
Interest payables
Dividend payables
Other payables
Reinsurance payables
Insurance agreement reserve payables
Payables for acting trading of securities
Payables for acting underwriting of
securities
Non-current liabilities due within 1 year
Other current liabilities
Total current liabilities
Non-current liabilities：
Long-term loan
24
129,000,000.00
246,200,000.00
25
738,000.00
738,000.00
129,738,000.00
246,938,000.00
2,592,503,626.67
2,740,179,720.26
Bonds payable
Long-term payables
Special payables
Estimated liabilities
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
Owner's equity：
Share capital
26
119,375,000.00
477,500,000.00
Capital surplus
27
960,515,317.59
602,880,517.59
28
125,686,000.00
125,686,000.00
29
-1,054,193,118.04
-1,063,624,266.50
151,383,199.55
142,442,251.09
534,199.67
2,548,718.29
151,917,399.22
144,990,969.38
2,744,421,025.89
2,885,170,689.64
Less: treasury stock
Special reserve
Surplus reserve
General risk reserve
Retained earnings
Exchange difference
Total equity attributable to shareholders
of the Company
Minority interests
Total equity
Total liabilities and equity
Income Statement
Items
Ⅰ. Operating income
Notes Ⅺ
4
2013
1,559,242,823.61
2012
1,883,275,287.95
Less：operating costs
4
Operating tax and its surcharge
Selling expenses
Administrative expenses
Financial expenses
Impairment loss of assets
1,443,415,205.50
1,847,453,206.58
17,888,940.87
20,379,655.88
18,660,539.07
20,641,420.63
116,257,198.34
118,363,405.99
66,506,292.53
70,830,919.14
90,051.53
-1,675,191.83
Add：Gain/(loss) from change in fair
value
Gain/(loss)
from
investment
（Minus: loss）
5
38,359,736.11
43,097,068.15
38,767,736.11
44,103,877.81
-65,215,668.12
-149,621,060.29
73,319,110.01
2,399,229.26
608,958.47
133,609.20
75,958.47
8,938.40
7,494,483.42
-147,355,440.23
Of which：share of profits in
associates and joint ventures
Ⅱ. Operating profits
Add：non-operating income
Less：non-operating expenses
of which：net loss on disposal of
non-current asset
Ⅲ. Total profit
Less：income tax expense
-
Ⅳ. Net profit
7,494,483.42
Ⅴ. Earnings per share
（1）Basic earnings per share(Yuan/share)
（
2
）
Diluted
earnings
per
share(Yuan/share)
Ⅵ. Other comprehensive income
9,800.00
-147,355,440.23
Ⅶ. Total comprehensive income
7,504,283.42
-147,355,440.23
Consolidated Income Statement
Items
Notes V
Ⅰ. Total operating income
2013
2012
1,885,831,544.85
1,823,400,359.85
1,885,831,544.85
1,823,400,359.85
2,025,492,004.04
2,012,191,052.98
30
1,621,781,115.95
1,594,828,113.57
Operating tax and surcharges
31
21,232,401.40
24,869,485.52
Selling expenses
32
106,469,132.36
127,944,188.12
Administrative expenses
33
157,288,098.41
154,672,548.76
Financial expenses
34
109,531,047.67
111,456,544.36
Impairment loss of assets
36
9,190,208.25
-1,579,827.35
35
38,359,736.11
43,043,496.57
Including：sales income
30
interest income
Premium income
commission income
Ⅱ. Total operating costs
Including：Cost of sales
Interest expenses
Commission expenses
Surrender fees
Compensations
Withdrawing
of
insurance
agreement reserve
Insurance bonus expenses
Reinsurance expenses
Add：Gain/(loss) from change in fair value
Gain/(loss) from investment（Minus:
loss）
Of which ： share of profits in
associates and joint ventures
38,767,736.11
44,050,306.23
-101,300,723.08
-145,747,196.56
Foreign exchange gains（Minus: loss）
Ⅲ. Operating profit（Minus: loss）
Add:
non-operating income
37
111,961,580.72
3,902,269.01
Less: non-operating expenses
38
960,807.15
470,336.99
317,745.26
139,410.95
9,700,050.49
-142,315,264.54
-365,206.59
571,554.49
10,065,257.08
-142,886,819.03
12,057,417.49
-143,723,842.47
-1,992,160.41
837,023.44
Including ： losses on disposal of
non-current asset
Ⅳ. Profit before tax（Minus: losses）
Less: income tax expense
39
Ⅴ. Net profit（Minus: loss）
Of which: net profit in acquiree before
consolidation
Attributable
to
Shareholders
of
the
Company
Attributable to minority interests
Ⅵ. Earnings per share：
（1）Basic earnings per share(Yuan/share)
（
2
）
Diluted
earnings
per
share(Yuan/share)
40
0.101
40
0.101
Ⅶ. Other comprehensive income
to
shareholders
of
10,075,057.08
-142,886,819.03
12,067,217.49
-143,723,842.47
-1,992,160.41
837,023.44
the
Company
Attributable to minority interests
-1.204
9,800.00
Ⅷ. Total comprehensive income
Attributable
-1.204
Cash Flow Statement
Items
2013
2012
Ⅰ.Cash flows from operation activities：
Cash
received
from
goods
sold
or
904,428,491.10
1,045,882,965.31
9,496,537.55
13,361,981.06
50,838,158.79
4,422,530.24
964,763,187.44
1,063,667,476.61
Cash paid for goods and services
717,269,338.71
791,233,907.04
Cash paid to and on behalf of employees
162,656,060.94
154,481,408.13
23,398,327.58
31,380,055.10
20,181,418.51
12,564,617.06
923,505,145.74
989,659,987.33
41,258,041.70
74,007,489.28
30,470,000.00
21,000,000.00
rendering of services
Refund of tax
Cash received relating to other operating
activities
Subtotal of cash inflows from operating
activities
Cash paid for all types of taxes
Cash paid relating to other operating
activities
Subtotal of cash outflows from operating
activities
Net
cash
flows
from
operating
activities
Ⅱ.Cash flows from investing activities：
Cash received from disposal investments
Cash received from return on investments
Net cash
received from disposal of fixed
assets,intangible
assets
and
other
35,310,806.95
long-term assets
Net cash received from the sale of
subsidiaries and other business units
Cash received relating to other investing
activities
Subtotal of cash inflows from investing
activities
65,780,806.95
21,000,000.00
17,945,675.67
76,939,878.59
Cash paid for acquisition fixed assets,
intangible assets and other long-term
assets
Cash paid for investments
Net cash paid for the acquisition of
Cash paid relating to other investing
activities
Subtotal of cash outflows from investing
activities
Net cash inflows from investing
activities
17,945,675.67
76,939,878.59
47,835,131.28
-55,939,878.59
1,108,000,000.00
1,080,500,000.00
3,061,480,000.89
2,836,026,029.24
4,169,480,000.89
3,916,526,029.24
1,300,000,000.00
1,311,720,000.00
67,647,414.62
71,872,790.73
2,794,529,151.55
2,591,192,095.45
4,162,176,566.17
3,974,784,886.18
7,303,434.72
-58,258,856.94
96,396,607.70
-40,191,246.25
51,835,684.99
92,026,931.24
148,232,292.69
51,835,684.99
Ⅲ.Cash flows from financing activities:
Cash received from capital contributions
Cash received from borrowings
Cash received from issuance of bonds
Cash received relating to other financing
activities
Subtotal of cash inflows from financing
activities
Repayments of loan
Dividends, profits or interests paid
Cash paid relating to other financing
activities
Subtotal of cash outflows from financing
activities
Net cash inflows from financing
activities
Ⅳ.Effect of the change of exchange rate
Ⅴ .Net increase in cash and cash
equivalents
Add:Cash
and
cash
equivalents
at
cash
equivalents
at
beginning of year
Ⅵ .Cash
and
beginning of year
Legal Representative：
Accountant in Charge ：
Chief Officer in Accounting Institution：
Consolidated Cash Flow Statement
Items
Note V
2013
2012
Ⅰ.Cash flows from operating activities：
Cash received from goods sold or
rendering of services
1,212,990,848.91
1,276,739,427.73
21,866,279.06
19,782,172.66
57,794,942.79
14,984,736.15
1,292,652,070.76
1,311,506,336.54
812,747,296.01
884,672,119.08
Net increase in deposits and interbank
placement
Net increase in loans from central bank
Net increase in loans from other
financial institutions
Cash received from insurance premiums
Net cash received from reinsurance
businesses
Net increase in deposits and investments
of the insured
Net increase in tradable financial assets
Cash
received
from
interests
and
commissions
Net increase in other borrowings
Net increase in financial assets sold
under repurchase agreements
Refund of tax
Cash received relating to other operating
activities
Subtotal of cash inflows from operating
activities
Cash paid for goods and services
41
Net increase customer lendings and
advances
Net increase in deposits of central bank
and interbank placement
Cash
paid
for
compensation
of
insurance agreement
Cash paid for interests and commissions
Cash paid for insurance bonus
Cash paid to and on behalf of employees
Cash paid for all types of taxes
Cash paid relating to other operating
activities
Subtotal of cash outflows from operating
activities
Net
cash
flows
from
operating
activities
41
210,694,457.66
199,951,741.23
39,730,443.76
72,597,478.40
66,631,211.29
63,964,070.88
1,129,803,408.72
1,221,185,409.59
162,848,662.04
90,320,926.95
30,470,000.00
21,000,000.00
98,887,497.04
9,750.35
129,357,497.04
21,009,750.35
19,896,411.57
79,151,947.82
19,896,411.57
79,151,947.82
109,461,085.47
-58,142,197.47
Ⅱ.Cash flows from investing activities：
Cash
received
from
disposal
investments
Cash
received
from
return
on
investments
Net cash
received from disposal of
fixed assets,intangible assets and other
long-term assets
Net cash received from the sale of
Cash received relating to other investing
activities
Subtotal of cash inflows from investing
activities
Cash paid for acquisition fixed assets,
intangible assets and other long-term
assets
Cash paid for investments
Net increase in pledge loan
Net
cash
paid
for
acquisition
of
Cash paid relating to other investing
activities
Subtotal of cash outflows from investing
activities
Net cash inflows from investing
activities
Ⅲ.Cash flows from financing activities:
Cash received from capital contributions
Of which：cash received from minority
shareholders of subsidiaries
Cash received from borrowings
1,676,744,144.42
1,528,109,347.83
1,812,403,580.32
1,540,167,440.98
3,489,147,724.74
3,068,276,788.81
Repayments of borrowings
1,785,191,284.13
1,762,826,340.04
Dividends or interests paid
117,430,621.98
117,923,147.18
1,768,259,792.70
1,299,462,625.21
3,670,881,698.81
3,180,212,112.43
-181,733,974.07
-111,935,323.62
-1,963,339.08
288,100.66
88,612,434.36
-79,468,493.48
81,609,913.40
161,078,406.88
170,222,347.76
81,609,913.40
Cash received from issuance of bonds
Cash received relating to other financing
activities
41
Subtotal of cash inflows from financing
activities
Of which：dividends paid to minority
shareholders of subsidiaries
Cash
payments
relating
to
other
financing activities
41
Subtotal of cash outflows from financing
activities
Net cash inflows from financing
activities
Ⅳ.Effect of exchange rate changes on
cash and cash equivalents
Ⅴ .Net increase in cash and cash
equivalents
Add ： Cash and cash equivalents at
beginning of year
Ⅵ .Cash
and
cash
equivalents
at
beginning of year
2013
Items
Ⅰ. As at 31 December 2012
Less: treasury
Special
stock
reserve
Surplus reserve
General risk
Retained
reserve
earnings
Share capital
Capital surplus
Total equity
477,500,000.00
600,940,294.29
125,686,000.00
-919,389,711.10
284,736,583.19
477,500,000.00
600,940,294.29
125,686,000.00
-919,389,711.10
284,736,583.19
-358,125,000.00
357,634,800.00
4,868,214.39
4,378,014.39
7,494,483.42
7,494,483.42
Add：changes in accounting policies
Correction of errors in previous year
Others
Ⅱ. As at 1 January 2013
Ⅲ. Changes in current period
1.Net profit
2.Other comprehensive income
9,800.00
Sub-total of 1 and 2
9,800.00
3.Capital invested and withdrawn by
owners
-500,000.00
（1）Capital invested
（ 2 ） Share paid recognized in
owner's equity
9,800.00
7,494,483.42
7,504,283.42
-500,000.00
（3）Others
-500,000.00
-500,000.00
4.Distribution of profits
（1）Surplus reserve withdrawn
（2）General risk reserve withdrawn
（3）Distribution to owners
（4）Others
5.Internal transference of owner's
equity
-358,125,000.00
358,125,000.00
-358,125,000.00
358,125,000.00
（1）Capital surplus transferred to
share capital
（2）Surplus reserves transferred to
share capital
（3）Surplus reserve offsetting loss
（4）Others
6.Special reserve
（1）Withdrawn in current period
（2）Used in current period
7.Others
Ⅳ. At at 31 December 2013
119,375,000.00
958,575,094.29
125,686,000.00
-2,626,269.03
-2,626,269.03
-914,521,496.71
289,114,597.58
2012
Items
Less: treasury
Special
stock
reserve
Surplus reserve
General risk
Retained
reserve
earnings
Share capital
Capital surplus
Total equity
477,500,000.00
601,240,294.29
125,686,000.00
-772,034,270.87
432,392,023.42
477,500,000.00
601,240,294.29
125,686,000.00
-772,034,270.87
432,392,023.42
-147,355,440.23
-147,655,440.23
-147,355,440.23
-147,355,440.23
-147,355,440.23
-147,355,440.23
Others
-300,000.00
1.Net profit
owners
-300,000.00
（ 2 ） Share paid recognized in
owner's equity
-300,000.00
（3）Others
-300,000.00
-300,000.00
（4）Others
equity
（1）Capital surplus transferred to
share capital
share capital
（4）Others
6.Special reserve
7.Others
477,500,000.00
600,940,294.29
125,686,000.00
-919,389,711.10
284,736,583.19
Consolidated Statement of Changes in Equity
2013
Attributable to equity holders of the group
Items
Less:
Share Capital
Capital Surplus
Surplus
Treasury
Reserve
Total of Equity
Retained
Risk
Reserve
Stock
Minority
General
Special
others
Interests
Earnings
Reserve
477,500,000.00
602,880,517.59
125,686,000.00
-1,063,624,266.50
2,548,718.29
144,990,969.38
477,500,000.00
602,880,517.59
125,686,000.00
-1,063,624,266.50
2,548,718.29
144,990,969.38
-358,125,000.00
357,634,800.00
9,431,148.46
-2,014,518.62
6,926,429.84
12,057,417.49
-1,992,160.41
10,065,257.08
Others
1.Net profit
9,800.00
9,800.00
9,800.00
12,057,417.49
-1,992,160.41
10,075,057.08
-500,000.00
-500,000.00
owners
（2）Share paid recognized in owner's
equity
（3）Others
-500,000.00
-500,000.00
（4）Others
-358,125,000.00
358,125,000.00
-358,125,000.00
358,125,000.00
equity
（ 1 ）Capital surplus transferred to
share capital
share capital
（4）Others
6.Special reserve
7.Others
119,375,000.00
960,515,317.59
125,686,000.00
-2,626,269.03
-22,358.21
-2,648,627.24
-1,054,193,118.04
534,199.67
151,917,399.22
Consolidated Statement of Changes in Equity
2012
Attributable to equity holders of the group
Items
Share
Capital
Capital
Surplus
Less:
Treasury
Stock
Special
Surplus
Reserve
Reserve
General
Risk
Reserve
Retained
Earnings
others
Minority
Total of
Interests
Equity
477,500,000.00
603,180,517.59
125,686,000.00
-919,900,424.03
1,711,694.85
288,177,788.41
477,500,000.00
603,180,517.59
125,686,000.00
-919,900,424.03
1,711,694.85
288,177,788.41
-143,723,842.47
837,023.44
-143,186,819.03
-143,723,842.47
837,023.44
-142,886,819.03
-143,723,842.47
837,023.44
-142,886,819.03
Others
-300,000.00
1.Net profit
-300,000.00
-300,000.00
-300,000.00
-300,000.00
owners
（2）Share paid recognized in owner's
equity
（3）Others
（4）Others
equity
（ 1 ）Capital surplus transferred to
share capital
share capital
（4）Others
6.Special reserve
7.Others
477,500,000.00
602,880,517.59
125,686,000.00
-1,063,624,266.50
2,548,718.29
144,990,969.38
(Expressed in Renminbi unless otherwise stated)
Ⅰ. Company Information
1.
Brief introduction
Chongqing Jianshe Motorcycle Co., Ltd. (the precursor is Shenzhen Northern Jianshe motorcycle Co., Ltd., hereafter referred as ‗the
Company‘) is established on 15th July 1995, obtained the legal representative‘s operating license whose registered No. is
500000400001350 in Administrative Bureau for Industry and Commerce of Chongqing on 21 st February 2014. The registered address
is No. 1, Jianshe Road, Huaxi Industrial Park, Banan District, Chongqing and the registered capital is RMB 119,375,000. The legal
representative is Huaguang Li. The scope of business include motorcycle; vehicle installation kits and fittings; research and
development of machinery; processing, manufacturing and relevant technical services; tooling mould design, manufacturing and
relevant technical services (exclude special regulation by state); research, production, sale of motorcycle engine; electromechanical
products; household appliances, bicycle, research, development and processing of environmental protection products; import,
wholesale, retail, commission agency (exclude auction) of the like-goods (exclude special goods) mentioned above. The Company was
listed on the Shenzhen Stock Exchange (B shares) on July 25, 1995, which belongs to manufacturing industry.
The company was set up by Jianshe Industrial (Group) Co., Ltd. (Jianshe Group) and China Northern Industrial Corporation Shenzhen
subsidiary, as a Corporation Limited. On Dec. 30, 2002, the company‘s temporary general meeting of shareholders passed a resolution
of changing the company name‘ Shenzhen Northern Jianshe Motorcycle Co., Ltd.‘ as ‗Chongqing Jianshe Motorcycle Co., Ltd.‘. The
business administrative registration was completed on March 11, 2003. The registered number is 5000001805583.
Jianshe Group and the China South Industries Group Corporation (South Group) signed an ‗Agreement of Equity Transfer‘ on Dec. 3,
2004 and a ‗Supplementary Agreement of Equity Transfer‘ on Jan. 22, 2005. According to these agreements, Jianshe Group transferred
339,625,000 of state-owned legal representative shares to South Group. The transfer had been approved by State-owned Assets
Supervision and Management Committee of State Council on March 9, 2005 and approved by the China Securities Regulatory
Commission to exempt Southern Group‘s obligations of Takeover Offer on May 2005.
In September 2005, under the approval the Foreign capital [2005] certificates No. 0628 of the People's Republic of China Department
of Commerce, the company changed from the domestic-fund corporation to the foreign-fund corporation and completed the
registration of business change in August 2007, receiving new legal representative business license ‗Registered No.500000400001350‘,
and the registered address is Chongqing. The original registered capital was RMB 477.5 million Yuan.
In April 2007, according to the Guangdong Province Shenzhen Intermediate People's Court ‗(2006) second instance judgment No.21-4
on bankruption by Intermediate People's Court of Shenzhen city‘, 17.875 million shares of state-owned legal representative shares by
China Northern Industrial Shenzhen Company were transferred to Yangpu New Yufeng Investment Co., Yonghui FENG and Zuocheng
GU. Yangpu New Yufeng Investment Co. held 700 million shares, Yonghui FENG held 200 million shares and Zuocheng GU held
887.5 million shares.
In 2012, Yangpu New Yufeng Investment Co. transferred 700 million shares to Anhui Hengsheng Economic Development Ltd.
In September 2013, according to the company‘s articles of association which is modified by the general meeting of shareholders,
‗Chongqing foreign economy &trade committee on the construction of Chongqing motorcycle co., LTD., reduce its registered
capital‘(yuwaijingmaohan[2013]219) by foreign economic and trade commission, and ‗About the construction of Chongqing
motorcycle co., LTD., implementation of shrinking stock plan approval about the issue‘(bingzhuangzi[2013]60) by South Group, all
the shareholders was shrinking shares to one quarter. The overall stock declined from 477,500,000 to 119,375,000, and the registered
capital decreased from RMB 477,500,000 to RMB 119,375,000. The permission was obtained on 21 st February 2014 from the
Administrative Bureau for Industry and Commerce of Chongqing. The registered number is 500000400001350.
As to 31th December of 2013, the company has four subsidiaries, namely, Chongqing Jianshe Marketing LLC., Chongqing Northern
Jianshe Import and Export Trade LLC, Chongqing Jianshe Vehicle-used Air-conditioning LLC. and Shanghai Jianshe Motorcycle Co.,
Ltd. And three joint ventures, namely, Chongqing Jianshe Yamaha Motorcycle Co., Ltd., Zhuzhou Jianshe Yamaha Motorcycle Co.,
Ltd. and Chongqing Pingshan Taikai Carburetor Co., Ltd. And three associates, which are Chongqing Tongsheng construction and
industry Co. Ltd, Chongqing South Motorcycle technology searching and development Co. Ltd, and Chongqing Fuyeda Property
Management Co. Ltd.
The controlling shareholder of the company is South Group, the largest shareholder of which is State-owned Assets Supervision and
Management Committee of State Council. The Committee holds 100% shares of Southern Group.
Ⅱ.Significant accounting policies and estimates and error correction of previous years
1.
Basis of the preparation of financial statement
The company‘s financial statements are prepared on a going concern basis and are prepared basing on transactions
and matters occurred actually. The financial statements are prepared in according with ―Corporate Accounting
Standards-The Principles‖ which was published by Ministry of Finance at 15 February 2006, and ―the 38 specific
accounting standards‖, its application guide, interpretations for accounting standards, and other relevant regulations
(collectively ―CAS‖). And the financial statements are prepared on the basis of accounting policies and estimates
expressed as followed. Financial statements are also be prepared with ‗Prepared to publicly issue securities
according to the company information disclosure rules. 15 - the general provisions of the financial reporting‘(2010)
which is issued by China Securities Regulatory Commission.
2.
Declaration of compliance with CAS
The financial statements are prepared in accordance with CAS, which showing a true and fair view of the financial
position on 31 December 2013, financial performance and cash flow in 2013 of the Company and the Group.
3.
Accounting year
The accounting year of the Group is from 1 January to 31 December.
4.
Reporting currency
The Group reporting and presentation currency is the Renminbi (―RMB‖). Unless otherwise stated, the unit of the
currency is Yuan.。
5.
Accounting treatment of company consolidation under common control and non-common control
(1)Business combination under common control
To the business combination under common control, the assets and liabilities obtained by the acquirer shall be
measured at carrying amount in the acquiree's accounts as at the date of combination. If the accounting policies
which are applied by acquiree are different from the acquirer, the carrying amounts shall be adjusted on the basis of
the acquirer‘s accounting policies. The difference between the carrying amount of the net assets obtained and the
cost of combination (or the total face value of shares issued), capital surplus shall be adjusted. Where the capital
surplus is not sufficient to o be subtracted, retained earnings shall be adjusted.
The related expenses incurred in the combination process included auditing fees, estimation fees and law
consultation fees are recorded in profit or loss.
Handling fees, hiring fees which happened during the process of issuing equity securities shall be recorded to
deduct from the surplus of equity securities. Where the surplus of the equity securities is not sufficient to be
subtracted, retained earnings shall be adjusted.
(2)Business combination under non-common control
For business combination under non-common control, the considerations of the acquirer are the fair value of assets paid, liabilities
occurred or undertaken and equity securities issued for the combination. The difference between the carrying amounts and the fair
value should be recorded as profit or loss.
At the acquiring day, acquirer confirms the fair value of assets, liabilities, and contingent liabilities from acquiree.
For the surplus between of payment and the fair value of the acquiree, it shall be recorded as goodwill. Otherwise, it should be
recorded as losses.
Except intangible assets, assets of acquiree which bring benefits to acquirer and the fair values are estimated reliably during the
combination should be recognized respectively in fair value. Intangible assets in reliable fair value should be recorded independently.
Except the contingent liabilities of acquiree, other liabilities should be recognized in fair value respectively. Otherwise the contingent
value shall be recognized in fair value.
The Deductible temporary difference during the business combination cannot be confirmed if the conditions of deferred tax assets
cannot be satisfied. Before the 12th day after the combination, if the conditions of deferred tax assets are satisfied, DTA should be
recognized. Meanwhile, goodwill will be deducted. Where the goodwill is not sufficient to be subtracted, the differences shall be
recorded as profit or loss. Except the situation stated above, DTA shall be recognized and recorded in profit or loss.
For company consolidation under non-common control, auditing fees, law consultation fees, estimation fee and other relevant
management fees shall be recorded as profit or loss in acquirer‘s. The buyer as of issuing equity securities or debt securities,
transaction costs, shall be included in the equity securities or the initially recognized amount of the debt securities.
6. Consolidated financial statements
(1) The scope of the consolidation
The consolidation scope of consolidated financial statements is determined on the basis of control. The consolidated financial
statements include the financial statements of the Company and its subsidiaries. The subsidiaries are entities that are controlled by the
Company.
(2) The procedure of consolidation
It should be consistent with the main Company that the accounting policies adopted by all subsidiaries included in the consolidated
financial statements of the scope of consolidation and the accounting period. When the accounting policies or periods in the subsidiary
and the Company are inconsistent, the adjustment of the accounting policies or periods in the subsidiary is carried out in accordance
with the accounting policies or periods of the Company. For the subsidiaries acquired through business combination under
non-common control, their financial performance and cash flow shall be included in the consolidated financial statements from the
combination date, as long as they are under control by the Company. The consolidated financial statements are based on the financial
statements of the Company and its subsidiaries, according to other relevant information; it should be accordance with the equity
method adjustments on long-term equity investment prepared by the Company. The consolidated financial statements of the main
company and its subsidiaries, parent company should offset the effects of insider trading on the consolidated balance sheet,
consolidated income statement, consolidated cash flow statement, consolidated equity table between the main company with the each
subsidiary and the internal transactions between each subsidiaries.
The equity and profit or loss which should occupy of the minority shareholders of subsidiaries should separately presented under the
owner's equity in the consolidated balance sheet and consolidated income statement net profit. The current losses that more than the
minority shareholders entitled to share in the owners' equity of the subsidiary's opening balance are shared by the minority
shareholders of subsidiaries, which decrease the equity of the minority shareholders.
a.
Increase of subsidiaries
During the reporting period, if the increase in business combinations under common control subsidiaries, it should adjust the opening
balance of the consolidated balance sheet and the income, expenses and profits of the subsidiaries from the combined beginning to the
end of the reporting period should included in the consolidated income statement; the cash flow of the subsidiaries from the beginning
of the reporting period to the end should also included in the consolidated statement of cash flows, at the same time, adjusting the
comparative financial statements related projects and the body of the report regarding that there has been in previous periods.
During the reporting period, if the increase in business combinations under uncommon control subsidiaries, it does not require to
adjust the opening balance of the consolidated balance sheet and the income, expenses and profits of the subsidiaries from the
acquisition date to the end of the reporting period should included in the consolidated income statement; The subsidiaries from the
acquisition date to the end of the reporting period cash flow is included in the consolidated statement of cash flows. When the business
Combinations which are under the uncommon control and through multiple transactions step-by-step implementation, the options
which is the equity before the acquisition date of the buyer who be purchased will be re- measured at fair value of the date of purchase
by the main company and the difference between the fair value and book value are included in investment income in the current period.
If the options which is the equity before the acquisition date of the buyer who be purchased involved in other comprehensive incomes
which have to transfer to the period when investment income of the date of purchase.
b.
i.
The disposal of subsidiaries
General method
During the reporting period, if the Company disposed of a subsidiary, the income, expenses and profits of the subsidiary are included
in the consolidated income statement from the beginning to the disposal date and the cash flows of the subsidiary should be included in
the consolidated statement from the beginning to the disposal date. When the company loses control of a subsidiary‘s rights due to the
disposal of part of the equity investment or other reasons, the company after the disposal of the remaining equity investment will be in
accordance with the re- measured at fair value at the date of loss of control. The aggregate which is the price of disposal of equity and
the fair value of the remaining equity minus the proportionate calculation which should be entitled to the difference between the shares
of the net assets of the original continuous basis since the acquisition date have to include in the loss of control of the current
investment income. The other comprehensive incomes which are related to the former subsidiary's equity investment should transfer to
investment income when it is in loss of control.
ii.

Disposal in steps
Generally
When the situation is that the main company disposes subsidiaries in steps of several trading until losing controls, if the terms of
trading which affect the equity investment in subsidiaries satisfied one or more conditions below, it should be recognized as a package
deal and the relevant accounting treatment should be followed:

The transactions are made under considerations or made at the same time

The transactions will turn out a business result when they are treated as a whole

One transaction depends on another

One transaction is not beneficial while it is beneficial with another one
If the disposal belong the package deal, main company should record the dealings as disposal of subsidiaries until losing controls.
However, the differences between disposal expenses and incomes without losing controls should be presented as other comprehensive
income in the consolidated financial statements which will be transferred into the profit and loss of current period.
Before losing controls, the disposal of subsidiaries under one package deal, the accounting treatment should abide by Note 6 (2) d
‗disposal of partly share investment in subsidiaries without losing controls‘. When controls are losing, the accounting treatment should
follow the Note 6 (2) b i ‗general methods‘.
c.
Purchasing minority shares of subsidiaries
The difference between newly acquired long-term equity investment due to purchasing minority shares from subsidiaries and
indentified assets in subsidiaries due to new ratio of shareholding from the purchasing date, should be recorded as an adjustment in the
term of ‗Equity of premium‘ of Capital reserves in the consolidated statements. When equity of premium is not enough to reduce,
retained earnings should be adjusted.
d.
Disposal of partly share investment in subsidiaries without losing controls
The difference between disposal prices and indentified net assets in subsidiaries which are relevant to the long-term investments of
main company should be adjusted into ‗equity of premium‘ of capital reserves in consolidated financial statements. When equity of
premium is not enough to reduce, retained earnings should be adjusted.
7.
Cash comprises cash on hand and demand deposit. Cash equivalents refers to short-term, highly liquid investments
that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in
value.
8.
Foreign currency transactions
For any foreign currency transactions, they are recorded in functional currency. Transactions in currencies other
than the reporting currency are translated into the reporting currency at spot rate on the transaction dates.
Monetary assets and liabilities denominated in foreign currencies are restated into the reporting currency using the
rates of exchange ruling at the balance sheet date. The exchange gains or losses dealt with in the income statement,
except the exchange difference that is created by foreign-currency loan relating to the constructed or produced
assets that meet the capitalization condition is recognized as the cost of the assets before the assets reach the
expected usable or available-for-sale conditions.
Non-monetary items denominated in foreign currencies which are measured at historical cost are translated using
the exchange rates on their transaction dates. Non-monetary foreign items denominated in foreign currencies which
are measured at fair value are translated using the exchange rates on balance sheet date, and any difference is
recognized in income statement or other comprehensive income.
9.
Financial instruments
Financial instruments are classified as financial assets, financial liabilities and equity tools.
(1)Classification of financial instruments
Financial assets recognized initially are classified as financial assets that are measured at fair value and its change
is recognized in profit or loss, account receivables, available-for-sale financial assets and held-to-maturity
investments that are measured at fair value and recognized in profit or loss. The classification of financial assets is
subject to the holding intention and holding ability of the company and its subsidiaries.
(2) Recognition of financial instrument
a. The financial assets or liabilities of the company are measured initially at fair value.
The financial assets or liabilities are measured initially at fair value. Relevant expenses are recognized in gain or
loss.
Interest and cash dividends are recognized as investment revenue during holding period. Premium or discount in
fair value shall be recorded in gain or loss.
Difference between fair value and initial cost shall be recorded as investment revenue. At the end of the period,
changes in fair value will be recorded into profit and loss of the current period.
While disposing the financial instrument, the difference between fair value and initial accounting amount should be
recorded as investment revenue, meanwhile the profit and loss due to fair value changes should be recorded.
b. held-to-maturity investment
Held-to-maturity investment is initially recorded in fair value and relevant costs and the bond interests which have
not been taken are excluded .
The interests and cash dividends obtained over the period of assets held are recognized as investment income.
Interest rate will keep steady during held to maturity period.
When treating with the disposal, the difference between the amount received actually and the initial recorded
amount is recognized as investment income, and the changing gain or loss of fair value is adjusted.
c. account receivables
Accounts receivables obtaining from selling goods and providing services, and other receivables except for those
with fair value in markets, include account receivables, other receivables, note receivables and prepayments. Initial
amount shall be written in contracts. Financial receivables is recognized in present value.
When treating with the disposal, difference between contract price and book value is recognized in gain or loss.
d. available-for-sale financial assets
the change of fair value of available-for-sale financial assets is recorded in capital reserve. The interests calculated
by the effective interest rate over the holding periods are recorded in investment income. The cash dividends from
the available-for-sale equity instruments are recorded in investment income at the time of the investee declaring the
dividend distribution. When treating with the disposal, the difference between the amount received actually and the
book value less the accumulated amount of fair value‘s change that recorded in capital reserve previously is
recognized as investment income.
e. other financial liabilities
other financial liabilities is initially recognized in fair value and relevant costs. In subsequent period, book value
equals to initial amount deducts amortization.
(3) Recognition basis and measurement method of financial assets transfer
The financial assets should be recognized when almost all the risks and rewards of the ownership right are
transferred, or almost all the risks and rewards of the ownership right are neither transferred nor maintained but the
control of the financial assets is given up.
The financial assets that are satisfied with the conditions of derecognition should be measured as financial assets
transfer. Transfer of financial instruments is classified as total transfer and partial transfer. Transfer which satisfied
conditions of confirming to be ended, the difference of two below should be recorded into profit and loss:
a.
the book value of financial assets that will be transferred
b. the total of the consideration received from the transfer and the accumulated amount of fair value‘s change that
is recorded in capital reserve previously is recorded in gain or loss.
When parts of financial assets that are satisfied with the conditions of derecognition, the integral book value of the
transferred financial assets at the interval of the parts of derecognition and the parts of not derecognition is
amortized in accordance with individual relative fair value. The difference between:
a.
the book value of the parts of derecognition
b. the total of the consideration received from the parts of derecognition and the accumulated amount of fair
value‘s change
that is recorded in capital reserve previously is recorded in income statement.
The financial assets that are not satisfied with the conditions of derecognition should be recognized as financial
assets. The price received will be recorded as a financial liability.
(4) The condition of derecognition of financial liabilities
When all or parts of the current obligation are released, financial liabilities or parts of financial liabilities should be
derecognized. If the company signed contract with creditors that old financial liabilities will be instead of new
financial liabilities which has actually different nature with the old one, the old financial liability shall be released.
If important conditions of old financial liabilities are changed, old financial liabilities shall be released partially.
The one with new conditions in the contract shall be recognized as a new financial liability.
Difference of book value and initial purchase amount is recognized in gain and loss.
If the company repurchase partial financial liabilities, at the repurchasing date, book value of the financial liability
is confirmed according to fair value of initial part and repurchased part. Difference between book value and initial
purchasing price of releasing financial liability shall be recorded in gain or loss.
(5) Recognition method of fair value of financial assets and liabilities
The company recognized fair value of financial assets and liabilities from reliable market prices.
(6) Impairment of financial assets(excluded account receivables)
Except for financial assets that are measured at fair value and its change is recognized in profit or loss, account
amount of financial assets will be checked at the end of the balance date. If there is an evidence that the fair value
decreased, the provision of impairment loss should be recorded.
a.Provision for impairment of available-for-sale financial assets:
At the end of the accounting period if the fair value of available-for-sale financial assets decline severely, or it is
expected that this decline is not temporary after consideration of all relevant factors, we can affirm that it has been
impaired. Originally recorded in the owner the cumulative loss of the decline in fair value of equity shall be
transferred out, the impairment loss is recognized.
Impairment losses recognized on available-for-sale debt instruments, in a subsequent period, the fair value has risen
and objective matters occurring after the recognition of the impairment loss was recognized, the previously
recognized impairment loss shall be reversed, namely, the income statement.
Impairment losses of available-for-sale equity instruments, shall not be reversed through profit or loss.
b. Provision for impairment of held-to-maturity investments
Same approach as accounts receivable impairment loss measurement approach.
10. Account receivables
(1) Recognition standards and provision method of account receivables with individual large amount：
Recognition standards of bad debt provision of individual account receivables with significant amount:
Individual account receivable over 5 millions,
other individual receivable over 3 millions
Provision method of bad debt provision of individual account receivable with significant amount:
Account receivables with the significant amount and with the objective evidence that can demonstrate the value has
been written down are made bad debt provision in accordance with the difference of the present value of future
cash flows less than the book value.
Account receivables with the significant amount that are not written down through individual check are made bad debt provision by
account aging analysis
(2)Recognized and provision of bad debts base on risk group
Account receivables that are not recognized bad debt based on
Recognition of risk group
Individual account.
Method of bad debt provision of risk group
In risk group,
Aging
Account aging analysis
account aging analysis method：
Proportion of account receivables
Proportion of other receivables
(%)
1-6months (including 6 months)
6-12 months
1－2years ( including 1 year)
2－3years ( including 2 years)
3－4years ( including 3 years)
4-5 years( including 4 years)
Over 5 years
(%)
0
5
10
30
50
80
100
0
5
10
30
50
80
100
(3) non-significant individual account receivables with provision of bad debts
Reason and method:
There is indication that the individual account receivables have impairment loss. Provision of bad debt will be the
difference between book value and future cash flows.
Other instructions:
There is no provision of bad debt in scope of related parties for consolidation.
11. Inventories
(1)Classification of inventories
They include raw materials, turnover materials, consignment processing materials, and so on.
(2)Measurement of inventories delivered
When inventories are delivered, the effective costs are recognized by weighted average method.
(3)Recognition basis of net realizable value of inventories and provision method of inventory write-down provision
At the end of reporting period, the inventories are measured at the lower of the costs and net realizable value and
made write-down provision for individual inventory.
Finished goods, merchandise inventory and material for sale are used for sell directly. In operating activities, net
realizable value equals to expected sale price deducts sale costs. Net realizable value of other material which need
further working equals to expected value deducts costs before accomplishment. Net realizable value of goods for
selling and service contracts shall be recognized in contract price. Premium goods than required in contracts shall
be recognized in common selling prices. At the end of the reporting period, provision of falling price shall be
recognized individually. Otherwise the goods is hard to tell from other products in same location and industry.
If the effects of falling price does not exist anymore, the amount which have been deducted in last period shall be
recovered. Recovered amount shall be recorded in gain or loss.
Net realizable value of inventories are market price at balance date unless any indication that the market price at
balance date appears abnormally.
Evidence of abnormal price at balance date:
At the end of the reporting period, evidence of inventories‘ net realizable value:
a. the net realizable net of finished goods is the estimated selling price less the estimated costs to sell and the
relevant tax; b. when the net realizable value of held-for-production materials is higher than the costs, they are
measured at the costs; when the price of the materials decrease, which indicates the net realizable value of the
finished goods is lower than the costs， the net realizable value is the estimated selling price less the estimated
costs incurred until the completion of production, and the estimated costs to sell and the relevant tax; c.the net
realizable value of held-for-sale materials is the market price.
(4)Policies of inventory counting
The Company adopts perpetual inventory system.
(5)Amortization method of low-value consumables and packing goods
a. Low-value consumables
b. Packing materials are amortized by one-off write-off method.
12. Long-term equity investments
(1)Recognition of initial investment costs
a. The initial costs of the long-term equity investments obtained by the combination.
Under common control, company pays cash, non-monetary assets, taking on bet or issuing equity bond as the price
of consolidation. The initial costs should be recognized in terms of the book value of owner‘s equity in the acquiree.
Difference between long-term equity investments and purchasing price shall be adjusted in premium of capital
reserves. Residual amount will be adjusted in retained earnings. Costs which include auditing expenses, estimation
expenses and law consultation expenses, shall be recorded in gain or loss.
Under non-common control, initial costs should be recognized in terms of the consolidation costs at the acquisition
costs. The initial costs of the long-term equity investment obtained by cash are the acquisition price paid actually.
The initial costs of the long-term equity investment obtained by equity securities issued are the fair value of equity
securities issued. The investment from investor is recorded at value agreed in the investment contract as initial cost.
The initial costs of the long-term equity investment obtained by exchange of non-monetary assets or debt
restructure are recognized in accordance with the regulation of Standards.
b. other long-term equity investments
long-term equity investments which is obtained by cash shall be recognized as actual amount paid.
Long-term equity investments which is obtained by issuing equity bonds shall be recognized as fair value of bonds.
Investor shall recognize the contract price as the initial cost except for those contracts without fair value.
In actual business transactions, long-term equity investments which are exchanged by non-monetary assets shall be
recognized in fair value of assets outputs, unless the fair value of assets inputs are more reliable. If the fair value is
not reliable, book value and other expenses of assets output will be recorded as initial cost.
Long-term equity investments obtaining by liabilities restructuring will be recognized in its fair value.
(2)Subsequent measurement and recognition method of gain or loss
a. Subsequent measurement
When the company do long-term equity investments in subsidiaries, cost method will be used. When the company
is preparing financial statement, equity method will be used.
Cost method will be used if the company does not have control or significant influence to investee. There is no
market price or reasonable far value will be at the same situation.
Otherwise, equity method will be used. When initial investing cost is higher than net reliable assets value, there is
no adjustment in initial cost of long-term equity investment. On the other hand, the difference shall be recorded in
gain or loss.
Subsequent measurement when owner‘s equity changed in investee‘s:
As steady percentage of holding shares in investee‘s, gain or loss shall be computerized as the ration of holding
shares. Book value of long-term equity investments shall be adjusted. Capital reserves will be adjusted either.
b. Recognition of gain or loss
Under cost method, accounting policies and accounting periods shall be the same in the company and its
subsidiaries. Any difference shall be adjusted according to the methods in parent company. Depreciation and
amortization based on fair value of fixed assets, intangible assets hall be adjusted. Inter-group transaction in joint
ventures shall be adjusted. Investee‘s gain or loss shall be recognized.
As the investee‘s loss is recognized, the order of accounting treatment will be:
First of all, book value of long-term equity investment will be deducted. Then, when book value is not sufficient to
be deducted, other actual book value of long-term investments will be deducted. Last, beside the liabilities written
in contracts, expected liabilities will be recognized as accrued liabilities. As the investee‘s gain is recognized,
accounting treatment shall be opposite as the statement above.
During the period of holding the investment, net gain and other equity changes shall be recogized as their amount
in the consolidate financial statements.
c.
Disposal of Long-term Investment
The difference of account amount and the actual purchase price should be recorded into profit and loss during
disposing. For equity method, changes due to other equity except for net income changes which are recorded as
equities should be transferred into profit and loss in current period when the asset is disposed.
If main company loses controls of subsidiaries according to disposal of partly share investment or other reasons,
account amount of the rest share investment will be recognized as long-term investment or other relevant financial
assets in account amount. After disposal, if the rest share investment has significant effects on subsidiaries, firstly
derecognised part of the financial assets should be carried down. On the basis of that, if the difference between
expenses of rest investments and net identified assets which belongs to main company in initial ratio, belongs to
goodwill, account amount of long-term investment should not be adjusted. While expenses of rest investments are
less than net identified assets which belongs to main company in initial ratio, both long-term investment and
retained earnings should be adjusted. The net income of invested companies due to equity method after getting the
financial assets in initial amount, firstly the account amount of long-term investment should be adjusted, then
retained earnings should be adjusted if the main company has net profit during the holding period( excluding profits
and cash interest which have been declared and issued). Lastly, from the date of getting the financial assets and the
date of disposal, the profit belongs to main company should be recorded into profit and loss of current period. The
profit belongs to main company due to other changes, both account amount of long-term investment and capital
reserves (other capital reserves) should be adjusted.
(3)Recognition basis of joint control and significant influences over investees
Basis of joint control over the investee：There is the contract or agreement of two or more parties, and the
investee‘s finance and operating policies must be determined by both sides or several sides. Investors and investees
are joint ventures when they are under common control.
Basis of having significant influence over the investee：There is power of attending a company‘s decision making,
but control or joint control cannot be confirmed. If the investor has significant effect on investee, it should be called
joint venture.
(4)Method of impairment test and impairment provision
Under significant influence, long-term equity investments without market price or fair value shall be impaired
according to difference between fair value and present value as the similar financial instruments.
Except goodwill by business combination, if there is any evidence to impairment loss, or recoverable amount is
lower than book value, the difference shall be recognized as impairment loss.
Once made provision for impairment loss, it cannot be reversed in the subsequent accounting periods.
13. Fixed assets
(1)Recognition conditions of fixed assets
The fixed assets are the tangible assets held for goods produced, services rendered, leasing or administration and
the using life are over one accounting period. They are recognized by satisfying with the following conditions
simultaneously：
a. The economic benefits related to the fixed asset probably flow to the company;
b. The costs of the fixed asset can be measured reliably.
(2)Classification and depreciation method of fixed assets
Depreciation method shall be recognized in yearly average method according to category of fixed assets, expected
useful life and expected residual value. Different parts of an asset shall use different depreciation method according
to different useful life and contribution to benefit. Financial leasing assets use residual useful life as the
depreciation period if the ownership will transfer to the company. Otherwise, the shorter one between leasing
period and residual useful life will be depreciation period.
Depreciation period and depreciation rate by category:
Estimated life
Estimated net scrap
（year）
value（%）
House and buildings
30-35
3
2.77-3.23
Machinery and equipment
7-14
3
6.93-13.86
Transport tools
8
3
12.13
Office device and others
5
3
19.40
Items
Annual depreciation rate（%）
(3)Impairment test method and provision method of fixed asset
On each balance sheet date, the Company made assessment on whether or not there is any indication of potential
impairment of fixed asset.
If there is any evidence that indicates the possibility of impairment, it will be taken the impairment test to recognize
its recoverable amount and should be made provision at the lower of the carrying value and the recoverable cost.
The recoverable amount of fixed asset is the higher of present value of the expected cash flow and its fair value less
costs to sell. The net amount of the fair value of the fixed asset less the disposal costs is recognized in accordance
with the amount of the agreed price in contract less the amount that are attributable directly to the disposal costs, if
there has the agreed price in the contract. Or if there has no fair trade agreement but has the active market or the
trade price of like-asset, the net amount of the fair value is recognized in terms of the market price less the disposal
costs. Or the recoverable amount of
the net amount of the fair value that cannot be estimated reliably is
recognized as the present value of expected future cash flows over the periods of the fixed asset held and disposed.
14. Construction in progress
(1)Types of construction in progress
The construction in progress of the company is classified as self-construction and outsource-construction.
(2)Standards and time point of construction in progress transferred to fixed assets
All costs for activities for expected purpose of construction and production in construction in progress will be
recorded as book value of fixed assets.
When the constructions completed reach the usable status, it should be transferred to the fixed assets. Before the
completion accounting is finished, estimated project budget, cost of manufacturing and actual project cost will be
transferred to fixed assets. According to the depreciation method, accumulated depreciation shall be recognized.
After the completion accounting is finished, the difference between actual cost and estimated cost will be adjusted.
However, depreciation will not be adjusted
(3)Impairment test method and impairment provision method of construction
On each balance sheet date, the Company made assessment on whether or not there is any indication of potential
impairment of construction in progress.
If there is any evidence that indicates the possibility of impairment, it will be taken the impairment test to recognize
its recoverable amount and should be made provision at the lower of the carrying value and the recoverable cost.
The recoverable amount of construction in progress is measured at the higher of the asset‘s fair value less costs to
sell and the present value of the expected cash flow.
15. Borrowing costs
(1)Recognition principle of borrowing cost capitalization
Borrowing costs include loan interest, discount or premium amortization, ancillary expenses and exchange
differences.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset
shall be capitalized as part of the cost of that asset. And other borrowing costs are debited to the income statement
according to the recognition of the incurred amount.
A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or
sale, those qualifying asset could be fixed assets, investment property and inventories.
Loan interest will be capitalized when:
a.
Assets expenses which include cash paid for constructing and producing capital, cost for converting
non-monetary assets or other liabilities have happened.
b. Loan expenses have happened.
c.
The activities which prepared for basic construction and production have started.
(2)Computation method of the capitalization amount
The period of capitalization is from the time point of borrowing costs starting capitalization to the time point of
ending capitalization. The period of capitalization suspended is excluded.
The capitalization should be suspended if the process of construction or production is interrupted improperly.
The capitalization should be suspended if the assets have been achieved individually.
The capitalization should be suspended if the whole process of construction or production is interrupted even if
some part of it have been achieved already.
(3) Suspended period of capitalization
The capitalization which is suspended over 3 months will purse to be capitalized. If the suspending is necessary
process to achieve construction or production of the assets, borrowing costs shall be continue to be capitalized.
During the suspending period, borrowing expenses shall be recorded in income statement. Until the restart of the
activities, borrowing expenses will be capitalized.
(4) computation of capitalization amount
The computation of the capitalization amount：①the special borrowing is recognized by the interest expenses
incurred actually in current period of special borrowing less the interest income from unused borrowings deposited
in bank or the investment income from temporary investments；②using normal borrowings is calculated by the
weighted average amount of accumulated asset expenditure exceeding the special borrowing for the asset
expenditure times the capitalization rate of normal borrowings. The capitalization
rate is calculated using
weighted average borrowing rate；③the amortized amount of the discounted value or premium of borrowing in
every accounting period is recognized by the effective interest rate, and the interest amount in every period is also
adjusted.
The effective interest method is the method used to calculating its amortized value or premium or interest expenses
by the effective interest rate of borrowings. The effective interest rate is the rate used to discounting the future cash
flows in the expected continual periods as the book value of the borrowing.
16. Intangible assets
(1)Valuation method of intangible assets
a. Initial recognition
Cost of purchased intangible assets includes purchase cost, tax expenses, other expenses contributing to the
intangible assets. Purchase cost which is paid out of the contract period is financial cost. Actual cost of purchasing
intangible assets shall be recorded as its present value. Intangible assets from liabilities restructuring should be
recognized in its fair value. The difference between its book value and fair value shall be recorded in gain or loss.
In non-monetary assets exchanges, intangible assets is recognized in fair value of the old asset if the transaction is
substantial and its fair value is measured reliably unless the new asset is more reliable. Except for the situation
above, book value of old asset and relevant tax expense will be recorded as the cost of intangible assets.
Companies under common control, intangible assets which come from business consolidation are recognized in its
book amount. Under non-common control, the fair value will be the amount in recognition of intangible assets.
Costs of self-development intangible assets include: material of research and development, labor cost, registered
cost, amortization of other patent which is used in development and other interest expenses which is capitalized.
Other direct expenses which is for getting the purpose of the intangible assets will also be recorded.
b. subsequent measurement
When the intangible assets are recognized, useful life of intangible assets should be analyzed.
The subsequent measurement of intangible assets is: ①the intangible assets with finite life are amortized using
straight-line method, and at the end of reporting period, the life and amortization method is reviewed. If there is
difference with the previous estimates, the adjustment will be carried out; ② the intangible assets with infinite life
are not amortized. At the end of reporting period, however, the life is reviewed. If there is any evidence that can
demonstrate the life is finite, the life of intangible assets will be estimated and amortized by straight-line method.
(2)Estimation of the usable life of intangible assets with finite life
At the end of the year, review the amortization method and finite useful life of intangible life.
There is no difference of amortization method and useful life as expected.
(3)Judgement basis of infinite life
There is no intangible assets with infinite life as at the end of this period.
(4)The impairment test method and provision method of intangible assets
Intangible assets with infinite life shall be impaired if there is evidence that it need to be.
Intangible assets with infinite life shall be impaired at end of each period.
Impairment test shall be held to test the recoverable amount of intangible assets. Individual intangible assets will be
basic to estimate the recoverable amount, or recoverable amounts will be recognized in a intangible assets group.
If there has the indication that the intangible assets are impaired, the recoverable amount is recognized by taking
impairment test and the intangible assets are made provision at the lower of book value and recoverable amount.
At the end of reporting period, the company should check whether the intangible assets are impaired or not.. Once
the impairment loss of intangible assets is identified, it will not be back in the subsequent accounting periods.
The impairment test method is that the intangible assets that indicate the impairment are made the test for the
recoverable amount.
The NRV of intangible assets is valued at the higher of the asset‘s fair value less costs to sell and the present value
of the expected cash flow.
(5)Specific standards of R&D stage in internal R&D projects and specific standards of expenditure on
development that meet the capitalization conditions
The specific standards of differentiating research stage and development stage of internal R&D projects：
research stage is the planned research for obtaining knowledge of new technology, the preparation for further
development.
Development stage is applying specific researching results and other technologies to some plans or designs to
produce new material, devices and products.
(6) specific criteria for capitalization in development stage
In development stage, costs will be recognized as intangible assets if satisfied:
a. the technical availability of finishing the intangible asset that can be used or sold;
b. equipped with the intention of use and sale after the completion of the intangible asset;
c. the mode of creating the economic benefits from the intangible asset includes can demonstrate there is the market
for the products of the intangible asset or the intangible asset itself. If the intangible asset is used internally, the
usability can be demonstrated;
d. there has the supporting by sufficient technique, financial resources and other resources to complete the
development of the intangible asset and the company have the competence of using or selling this intangible asset；
e. the expenditure on the development stage of the intangible asset can be measured reliably.
Development stage is applying specific researching results and other technologies to some plans or designs to
produce new material, devices and products. This phase to a great extent, has formed a basic requirement of a new
product or new technology.
According to the actual situation of the company, the period between estimation and production is development
stage. The cost of the project will be capitalized with capitalization criteria satisfied.
Projects of basic technology research belongs to research stage. All the cost of this stage is recorded in gain or loss.
17. Goodwill
Goodwill which is formed under non-common control business consolidation, will be initially recognized as the
difference between the cost paid by acquirer and the net reliable assets in acquiree.
Goodwill in the relevant asset group or combination of group assets disposal shall be transferred out and recorded
into the profits and losses.
Goodwill is not amortized, and the impairment test of goodwill will be held at the end of at each financial year.
In impairment test of goodwill, the book value of the goodwill formed by the merger of enterprises is amortized to
relevant assets group. Others which is hard to classified to any assets group belongs to relevant assets group
combination. When fair value of goodwill is not reliable, amortization ratio will be the percentage book value of
the assets group takes in the whole assets groups.
For amortization of assets group with goodwill, recoverable amount shall be recognized and compare to relevant
book value in order to recognize relevant impairment loss. Then impairment test should be held to compare the
book amount and recoverable amount for those assets groups. If the recoverable amount is lower than book amount,
impairment loss of goodwill is recognized. Impairment loss of goodwill is recorded in gain or loss and will not be
recovered in next period.
18. Long-term prepaid expenses
Long-term prepaid expenses of the company are the expenditure that have been expended but the beneficial period
of which is over 1 year (exclude 1 year). Long-term prepaid expenses are amortized over the beneficial periods.
19. Accrued liabilities
When the company is involved in litigation, debt guarantees, loss of contracts, reorganization, it shall be recognized
as accrued liabilities if the company will pay assets or offer service in reliable amount in future periods.
(1)Recognition standards of accrued liabilities
This obligation is the actual obligation the company undertakes.
a. This is the current obligation of the company
b. It probably leads to the outflow of economic benefits
c. the reliable estimate can be made of its amount.
(2)Valuation method of accrued liabilities
The accrued liabilities are measured initially at the optimal estimates of the expenses of fulfilling the actual
obligation. If the expenses cover the serial range and the possibility of various results occurred is the same, the
optimal estimate is the mean of this range. If relating to several projects, the optimal estimate is identified in
accordance with the possible result of its probability.
At the end of reporting period, the book value of the accrued liabilities should be reviewed. If there is any evidence
that can demonstrate the book value does not reflect the current optimal estimate, the book value should be adjusted
to the current optimal estimate.
20. Revenue
(1) General principles of revenue recognition and measurement
a. General principles of revenue recognition and measurement
the risks and rewards of ownership have been transferred to buyers；the company neither maintains the right of
continuing management that is related to ownership, nor implements control over goods sold; the amount of
revenue can be measured reliably； the future economic benefits probably flow to the company； the relevant cost
of goods sold that is incurred or will be incurred can be measured reliably.
b. Sales confirmation standard and the specific revenue recognition time judgment standard
①Motorcycle and engine mainly have the right to charge a price for finished goods warehouse and affirm income
for the basis ②Automotive air conditioner and fittings mainly have the right to charge a price to customer
acceptance and affirm income for the basis.
c. Accounting method of selling goods is normally same as other companies in the same industry.
(2)Recognition and measurement of transfer of asset-use right
Revenue arising from the transfer of asset-use right shall be recognized only when both of the following conditions
are satisfied: it is probable that the associated economic benefits will flow to the enterprise; the amount of the
revenue can be measured reliably.
a. Amount of interest income, according to others to use the enterprise monetary fund of the calculate and
determine the time and real interest rates;
b.Royalty revenue amount, in accordance with the relevant contract or agreement, time and method to calculate and
determine the fee
(3) According to the percentage completion method to confirm the income and the building contract services
revenue recognition and measurement principles
At balance date, service providing transaction is measured reliably which will be recognized in percentage of
achievement. The recognition of service providing income depends on the percentage of achievement. In
accordance with the received or receivable ascertain the total revenue from the services of the contract or
agreement, received or the fair price stipulated in the contract or agreement is excluded. At the balance date,
working completion percentage times total service income substrates the service income which has been recognized
will be service income for this period. Meanwhile, working completion percentage times total service cost
substrates service cost which has been recognized will be service cost for this period.
At the balance date, service income and cost cannot be recognized reliably:
a. service cost which is expected to be recognized shall be recorded as service income. And the cost shall be
recorded.
b. service cost which is not expected to be recognized will be recorded in profit or loss in the period. And there is
no service revenue.
(4) transfer asset-use right
Revenue arising from the transfer of asset-use right shall be recognized only when both of the following conditions
are satisfied: it is probable that the associated economic benefits will flow to the enterprise; the amount of the
revenue can be measured reliably.
21. Government grants
(1)Types of government grant
Government grant is the monetary and nonmonetary assets of companies getting from government for free.
Government grants include government grant related to assets and government grant related to income.
Government grant related to assets, referred to those grant which are used to build long-term assets. It includes
grants to buy fixed assets and intangible assets, and compensations of interests of borrowings to buy fixed assets.
Government grants related profit and loss, excluded those grants related to assets.
The specific standard of grants related to assets: there is a government document which says the grants should only
be used to buy or build other long-term assets.
The specific standard of grants related to profit and expenses: there is a government document which says the
grants should only be used to relevant expenses and loss.
For those grants without specific government document, the standard is: according to the actual situation, if the
grants cannot be recognized as an investment grants, the standard should follow ‗Accounting standard for business
enterprises NO.16---Government Grants‘.
(2)Accounting treatment of government grants
Government grant that is related to fixed assets and intangible assets is recognized as deferred income and allocated
average over the relevant periods of usable life and recorded in other revenue.
Government grant related to income is treated as：①if the grant is a compensation for related expenses or losses to
be incurred by the Company in subsequent period, the grant shall be recognized as deferred income, and recognized
in profit or loss over the periods in which the related costs are recognized; ②if the grant is a compensation for
related expenses or losses that have incurred is recognized directly in income statement.
(3)Timing of Confirm
If the amount of government is fixed, it should be confirmed as non-operating income when it is declared. Unless it
should be recognized when the grants are received.
22. Deferred tax assets and deferred tax liabilities
Deferred tax assets are recognized as the amount of income tax recoverable in future periods in respect of
deductible temporary difference.
Temporary difference will be recognized as deferred tax liability except for special situations.
The special situations that DTL or DTA will not be recognized:
Initial recognition of goodwill;
Except for enterprise merger, other transactions which will not affect the amount of revenue or tax payable.
When the company has legal right to calculate the net amount, and has intentions to receive assets or repay
liabilities in net amount at the same time, DTA and DTL in the period shall be recognized in the net amount after
amortization.
When the company has legal right to calculate DTA and DTL, and deferred tax assets and deferred tax liabilities
are with the same tax collection departments which is related to the income tax rate for the same entity or are
related to different tax payment main body, DTA and DTL in the period shall be recognized in the net amount after
amortization.
At the end of reporting period, if there is any evidence that can demonstrate the company probably recovers the
sufficient amount of income tax in future period offsetting deductible temporary difference, the deferred tax assets
unrecognized in previous accounting periods are recognized. If the company probably cannot recover the adequate
amount of income tax in future period offsetting deductible temporary difference, the book value of deferred tax
assets is written down.
To taxable temporary difference related to the subsidiaries and joint venture, the deferred tax liabilities are
recognized, unless the company can control the reverse time of temporary difference and this temporary difference
cannot be reversed in foreseeable future probably. To deductible temporary difference related to the subsidiaries
and joint venture, the deferred tax assets are recognized when this temporary difference can be reversed in
foreseeable future probably and the company can probably recover the sufficient amount of income tax offsetting
deductible temporary difference.
23. Leases
(1) Operating lease
a. Rent paid by the company ( with the free-rent periods) is amortized in straight line method to profit or loss.
Relevant rent fee will also be recognized as costs.
The relevant rent fee paid by lesser should be deduct from the total rent cost. The rest of rent cost will be amortized
in straight line method and recognized as cost.
b. As a lesser, the company should record rent received ( with the rent-free periods) as rent income which is
amortized in straight method. Relevant rent fees paid by the company should be recorded as costs. For large
amount of the costs, it will be capitalized. Throughout the lease period according to the basis of the same as the
rental revenue recognition in installment plan enter current earnings.
Rent costs paid by the company should be eliminated from the total rent income. Rest of the income will be
amortized during the leasing period.
24. Assets held for sale
(1) Recognition criteria
Non-current assets which satisfy the conditions below will be recognized as assets held for sale:
a.
Company have make any decision on the asset sale transaction.
b.
The company has signed an irrevocable transfer agreement.
c.
The asset transfer will be completed in one year
(2) Accounting method
For non-current assets conform to the conditions of holding for sale( excluding financial assets and DTA), picking
the lower one between book value and fair value minutes costs as the other current assets. Assets impairment loss
will be recognized if fair value minutes costs is lower than book value.
25. Related parties
Related parties are one party control, jointly control the other party or impose significant impact on the other side,
and two or more than two parties by one party control, common control with. Both natural person and companies
could be related parties. Just as controlled by the state and there is no other related party relationship, does not
constitute a related party of the company.
Related parties of the company:
(1) Parent company
(2) Subsidiary
(3) Other companies which are under control of the same parent company
(4) Investors who take common control of the company
(5) Investors who take significant effect on the company
(6) Joint venture, including subsidiary of the joint venture
(7) Consortium, including subsidiary of the consortium
(8) Major investors and close families
(9) Major management stuff and close families of the companies and parent company
(10) Major investor of the company, significant management stuff and close families, control pr joint control of
other enterprises
26.
Changes in accounting policies and accounting estimate
(1)Accounting policy changes during reporting period
(2)Accounting estimate changes during reporting period
27.
Correction of prior period errors
(1) Retrospective Restatement
There is no correction of prior period errors in this period .
(2) Prospective Application
There is no correction of prior period errors in this period.
Ⅲ. Taxation
1.
The main taxes and tax rate
Category
Taxable base
Rate
Calculated on tax law from selling goods and taxable services based on
Value-added tax
the calculation of output tax, after deduction of input tax deductibility of
17%
the current period, the balance part of VAT payable
Consumption tax
Revenue of taxable consumables
3%
Operating tax
Revenue of leasing and taxable services
5%
City maintenance and
Value-added tax, operating tax and consumption tax paid
7%
Category
Taxable base
Rate
construction tax
Corporate income tax
2.
15%、25%
Taxable income
Tax benefits in the company and its subsidiaries：
The company and its subsidiary (Chongqing Jianshe Vehicle-used Airconditioning LLC.) can enjoy the lower tax rate under the tax
policies of Western large-scale development, according to the regulation of Cai Shui[2011]No. 58‗Notice of implementation of tax
policies of Western large-scale development‗, Corporate income tax of the company and its subsidiary (Chongqing Jianshe
Vehicle-used Airconditioning LLC.) is paid at the rate of 15%.
Corporate income tax of other subsidiaries is paid at the rate of 25%.
The company‘s export tax rebate rate of Motorcycle is 15%, according to the regulation of ‗Notice of increasing export tax rebate rate
of parts of machinery products‘ (Cai Shui [2009] No. 88) issued by the Ministry of Finance and State Taxation Administration.
Ⅳ. Consolidation and consolidated financial statements
1.
Information of subsidiaries
(1)Subsidiaries obtained by establishment or investment
Closing
balance of
effective
capitals
invested
（ten
Registered
capitals
Name of subsidiaries
Type of
subsidiaries
Chongqing Jianshe
Marketing
Co.,
Ltd.
LLC
Chongqing Jianshe
Vehicle-used
Airconditioning
LLC.
LLC
Chongqing Jianshe
Motorcycle
Consignment Co.,
Ltd.
Ningbo
Jianshe
Motorcycle
Manufacturing Co.,
Ltd.
Registered
address
Nature of business
（ten
Scope of business
thousand
Yuan）
Proportion
of
shareholding
(%)
Proportion
of voting
right (%)
Consolidated
or not
thousand
Yuan）
1,200
Sale of motorcycle and its
parts,
Vehicle-used
airconditioning,
electromechanical products
(exclude automobile), metal
materials (exclude precious
metal),
household
appliances, maintenance and
repair
of
household
appliances
1,200
100.00
100.00
Yes
Chongqing
Domestic sales
Chongqing
manufacture
sales
16,000
Manufacturing, sale and
repair
of
Vehicle-used
airconditioning and its parts
16,000
43.75
100.00
Yes
LLC
Chongqing
Sales
50
Sale of Vehicle, motorcycle
and its installation kits
50
45.00
100.00
Yes
LLC
Ningbo
Manufacture sales
816
51.00
51.00
No
1,600
Production and sale
motorcycle and its parts
of
(2)Subsidiaries consolidated by companies under common control
Minority
interest
（ten
thousand
Yuan)
Type of business
Chongqing
Northern
Jianshe Import and Export
Trade LLC
LLC
Registered
address
Chongqing
Nature of
business
Foreign
trade
Registered
capitals
（ten thousand
Yuan）
6,037.80
Scope of business
Closing
balance of
effective
capitals
invested（ten
thousand
Yuan）
Operating and
agent all kinds
of goods and
technology
import
and
export
(national limit
or prohibit the
import
and
export
company
of
goods
and
technology
except)
6,037.80
Proportion of
Proportion
shareholding
of voting
(%)
right(%)
95.14
Consolidated
or not
100.00
Minority
interest
Yes
(3)Subsidiaries consolidated by companies under uncommon control
Type of
business
Registered
address
Shanghai Jianshe
Motorcycle Co.,
Ltd.
LLC
Shanghai
2.
Registered
capitals
Scope of business
（ten thousand
Yuan)
1,600
Closing
balance of
effective
capitals
invested
（ten
thousand
Yuan）
Motorcycle with two wheels, portable
motorcycle with two wheels and installation kits
manufacturing and sale, moped manufacturing
and sale, power-driven bicycle and its parts
manufacturing and sale
816
Proportion of Proportion
shareholding of voting
(%)
right (%)
51
Minority
interest
Consolidated
or not
（ten
thousand
Yuan)
Yes
53.42
51
The changes of scope of consolidated financial statements
(1)Subsidiaries that the company possess 50% or under 50% voting right and that are fit into consolidation
range is not exist.
(2)Invested companies that the company possess over 50% voting right but that are not fit into consolidation
range
Name of companies
Proportion of
voting right
Ningbo Jianshe Motorcycle Manufacturing Co., Ltd.
51%
Reasons for not bringing into the range of
consolidation
The company have stopped operation and
have made the impairment provision for full
amount of equity.
(3)Instruction of the change of consolidation range in the reporting period
Chongqing Jianshe Marketing Co.,Ltd will ended three subsidiaries which have been not operating for many years. It will not be
included in the consolidated financial statements.
3.
Entities which are included in the consolidated financial statements and which are not included in the consolidated
financial statements from this financial year
(1) There is no entities will be included in the consolidated financial statements as subsidiaries, entities with special purposes,
entities being controlled by entrusted management or tenant ways
(2) Those entities will no longer be included in the consolidated financial statements as subsidiaries, entities with special
purposes, entities being controlled by entrusted management or tenant ways
The reason of
Registered
NO
Name of Companies
Shareholding
Voting ratio
excluding in
ratio（%）
（%）
consolidated
Nature of business
address
statements
Retails of motorcycle and
Guangxi Jianshe Motorcycle LLC
1
52.00
Guangxi
52.00
Cancellation of
accessories
liquidation
Wholesale and retail
Chengdu Jianshe and marketing LLC
2
motorcycle and
Chengdu
100.00
100.00
Cancellation of
liquidation
accessories
Wholesale and retail
Hohhot Jianshe Motorcycle marketing LLC
3
motorcycle and
Hohhot
100.00
100.00
Cancellation of
liquidation
accessories
Note: The consolidation financial statements will not include the three companies which have not been operated for many years. And
all the taxation and cancellation procedures have been finished in industrial and commercial bureau.
Ⅴ. Notes to the significant items of consolidated financial statements
1.
(1)Category of cash and cash equivalents
31 December 2013
Items
Original
Exchange
currency
rate
31 December 2012
RMB
Original
Exchange
currency
rate
Cash：
RMB
69,530.86
Of which：RMB
55,321.10
USD
67,176.10
374.63
6.2855
2,354.76
EUR
Subtotal
55,321.10
69,530.86
Bank deposits：
81,540,382.54
Of which：RMB
168,565,749.59
80,509,569.38
USD
258,764.31
6.0969
1,577,660.12
160,353.39
6.2855
1,007,901.25
EUR
2,805.23
8.4189
23,616.95
2,754.63
8.3176
22,911.91
Subtotal
170,167,026.66
81,540,382.54
31 December 2013
Items
Other
assets：
Original
Exchange
currency
rate
31 December 2012
RMB
Original
Exchange
currency
rate
monetary
RMB
375,184,179.99
Of which：RMB
218,077,146.80
375,168,838.18
USD
EUR
1,794.50
8.4189
15,107.72
1,844.50
8.3176
15,341.81
Subtotal
218,092,254.52
375,184,179.99
Total
388,314,602.28
456,794,093.39
(2)Details of other monetary assets which is limited
Items
31 December 2013
Bank acceptance deposit
Guarantee deposit
Total
2.
31 December 2012
207,478,217.39
352,280,477.76
10,614,037.13
22,903,702.23
218,092,254.52
375,184,179.99
Notes receivable
(1)Category of notes receivable
Items
Bank acceptance note
31 December 2013
31 December 2012
81,086,424.87
Business acceptance note
Total
74,465,864.34
167,000.00
81,253,424.87
74,465,864.34
(2)The Company has no notes receivable were reclassified as accounts receivable.
(3)Top 5 Notes receivable endorsed to third parties but not yet matured is as follows:
Drawer
Issuing date
Maturity date
1. Chongqing Changan Auto Co., Ltd.
2013/07/18
2014/01/06
9,800,000.00
2. Chongqing Changan Auto Co., Ltd.
2013/08/22
2014/02/22
3,230,000.00
3. Jiangxi Changhe Suzuki Auto Co., Ltd.
2013/09/05
2014/03/05
2,083,126.24
4. Jiangxi Changhe Auto Co., Ltd.
2013/11/28
2014/05/28
1,906,812.73
Book value
Drawer
5. Hebei Zhongxing Auto Manufacturing Co., Ltd.
Issuing date
Maturity date
2013/11/15
2014/05/15
Book value
1,850,000.00
Total
3.
18,869,938.97
Item
31 December 2012
Dividend receivables within 1 year
Increase
Decrease
30,470,000.00
30,470,000.00
15,000,000.00
15,000,000.00
14,000,000.00
14,000,000.00
(3) Chongqing Pingshan Taikai Carburetor Co., Ltd.
1,470,000.00
1,470,000.00
Total
30,470,000.00
30,470,000.00
31 December 2013
Of which: (1)Chongqing Jianshe Yamaha Motorcycle
Co., Ltd.
(2)Zhuzhou Jianshe Yamaha Motorcycle Co., Ltd.
4.
Account receivables
(1)Account receivables aging analysis
31 December 2013
Book Balance
31 December 2012
Provision of Bad Debt
Book Balance
Aging
Proportion
Amount
Proportion
Amount
（%）
1-6 months（including 6 months）
（%）
290,812,062.12
87.72
6-12 months
3,840,617.00
1.16
192,030.86
1－2 years(including 1 year）
1,473,279.67
0.44
2－3 years（including 2 years）
22,765,716.18
3－4years（including 3 years）
4－5year（including 4 years）
Proportion
Proportion
Amount
Amount
（%）
（%）
253,387,131.62
82.71
5.00
4,968,627.21
1.62
248,431.36
5.00
147,327.97
10.00
27,864,677.24
9.10
2,786,467.72
10.00
6.87
6,829,776.90
30.00
1,793,412.42
0.59
648,124.90
36.14
183,329.26
0.06
167,909.78
91.59
8,703,507.23
2.84
4,381,155.56
50.34
4,321,310.73
1.30
4,159,767.68
96.26
401,044.91
0.13
394,317.40
98.32
8,127,936.53
2.45
8,127,936.53
100.00
9,216,716.41
3.01
9,216,716.41
100.00
331,524,251.49
100.00
19,624,749.72
5.92
306,335,117.04
100.00
17,675,213.35
5.77
More than 5years （ including 5
years）
Total
(2) Category of account receivables
31 December 2013
Category
Balance
Provision
Proportion
(%)
Amount
Amount
Proportion
(%)
1. Individual significant account receivables and individual impairment test
2. Account receivables impairment test on risk group
327,852,003.52
98.89
15,952,501.75
4.87
3,672,247.97
1.11
3,672,247.97
100.00
331,524,251.49
100.00
19,624,749.72
5.92
3.Account receivables that individual insignificant but individual impairment
test
Total
31 December 2012
Balance
Category
Provision
Proportion
(%)
Amount
Amount
Proportion (%)
1. Individual significant account receivables and individual impairment test
305,751,618.39
99.81
17,091,714.70
5.59
583,498.65
0.19
583,498.65
100.00
306,335,117.04
100.00
17,675,213.35
5.77
3.Account receivables that individual insignificant but individual impairment
test
Total
In the group, using the provision of bad debt for account receivables aging analysis
31 December 2013
Account aging
Proportion
(%)
Amount
1-6 months( including 6
months)
290,812,062.12
88.70
6-12 months
3,840,617.00
1.17
1-2 years( including 1 year)
1,473,279.67
31 December 2012
Provision
Proportion
(%)
Amount
Provision
253,387,131.62
82.87
192,030.86
4,968,627.21
1.63
248,431.36
0.45
147,327.97
27,864,677.24
9.11
2,786,467.72
22,765,716.18
6.94
6,829,776.90
1,636,125.03
0.54
490,837.50
3-4years (including 3 years)
30,838.96
0.01
15,419.48
8,644,703.37
2.83
4,322,351.70
4-5 years(including 4 years)
801,553.06
0.25
640,010.01
33,637.51
0.01
26,910.01
8,127,936.53
2.48
8,127,936.53
9,216,716.41
3.01
9,216,716.41
327,852,003.52
100.00
15,952,501.75
305,751,618.39
100.00
17,091,714.70
Over 5 years( including 5
years)
Total
At 31 December 2013, account receivables that individual insignificant but individual impairment test
Proportion of
Items
Amount
Bad debt
Provision reasons
provision
Domestic sale receivables
3,469,318.63
3,469,318.63
100.00%
Account aging over 3 years and
difficult to get back
Export sale receivables
202,929.34
202,929.34
100.00%
Account aging over 3 years and
difficult to get back
Proportion of
Items
Amount
Bad debt
Provision reasons
provision
3,672,247.97
Total
——
3,672,247.97
(3)At 31 December 2013, there were no account receivables due from shareholders with voting rights of 5% or
above.
(4)Top 5 clients’ closing balance of account receivables
Relationship
with the
Group
Debtors
Amount
Proportion of total
receivables (%)
Account aging
Third party
76,805,677.16
Less than 6 months
23.16
Controlled by same party
71,129,789.95
Less than 6 months
21.46
Third
Third party
22,166,570.65
Less than 6 months
6.69
Fourth
Third party
20,508,649.38
2-3 years
6.19
Fifth
Third party
13,684,657.73
Less than 6 months
4.13
First
Second
Total
204,295,344.87
61.63
(5)Account receivables from related parties are as following
Relationship
with the
Group
Debtors
Proportion of total
receivables (%)
Amount
Chongqing Changan Auto Co. Ltd.
71,129,789.95
21.46
Chongqing Changan Suzuki Auto Co., Ltd.
1,250,214.42
0.38
Nanjing Changan Auto Co., Ltd.
61,431.05
0.02
1,195,573.72
0.36
303,209.00
0.09
73,940,218.14
22.31
Joint venture
Zhuzhou Jianshe Yamaha Motorcycle Co., Ltd.
Hebei Changan Auto Co., Ltd.
——
Total
5.
Other receivables
(1)Other receivables aging analysis
31 December 2013
Book Balance
31 December 2012
Provision
Book balance
Provision
Account Aging
proportion
Amount
proportion
Amount
（%）
proportion
Amount
（%）
proportion
Amount
（%）
（%）
1-6 months (including 6 months)
21,353,528.66
65.38
758,737.52
3.55
24,898,922.71
58.73
2,338,240.60
7.16
116,912.03
5.00
4,644,863.75
10.96
232,243.19
5.00
906,800.80
2.78
90,680.08
10.00
4,942,610.15
11.66
494,261.01
10.00
2,066,342.04
6.33
1,772,053.31
85.76
2,960,799.20
6.98
888,239.76
30.00
1,343,714.53
4.11
1,323,907.74
98.53
300,000.00
0.70
Over 5 years（including 5 years）
4,649,634.21
14.24
4,649,634.21
100.00
4,649,634.21
10.97
4,649,634.21
100.00
Total
32,658,260.84
100.00
8,711,924.89
26.68
42,396,830.02
100.00
6,264,378.17
14.78
6-12months
1－2years（including 1 year）
(2) Category of other receivables
31 December 2013
Category
Balance
Amount
Provision
Proportion (%)
Amount
Proportion (%)
1. Individual significant other receivables and individual impairment test
2. Other receivables impairment test on risk group
28,949,492.81
88.64
5,003,156.86
17.28
3.Other receivables that individual insignificant but individual impairment
test
3,708,768.03
11.36
3,708,768.03
100.00
Total
32,658,260.84
100.00
8,711,924.89
26.68
31 December 2012
Balance
Category
Amount
Balance
Proportion
Amount
(%)
Proportion
(%)
1. Individual significant other receivables and individual impairment test
2. Other receivables impairment test on risk group
3.Other receivables that individual insignificant but individual impairment
test
Total
42,096,830.02
99.29
300,000.00
0.71
42,396,830.02
100.00
6,264,378.17
14.88
6,264,378.17
14.78
In the group, using the provision of bad debts for other receivables aging analysis
31 December 2013
Account aging
Amount
1-6 months( including 6 months)
6-12 months
1-2 years( including 1 year)
Proportion
(%)
20,594,791.14
71.14
2,338,240.60
8.08
906,800.80
3.13
31 December 2012
Provision
Amount
Proportion
(%)
Provision
24,898,922.71
59.15
116,912.03
4,644,863.75
11.03
232,243.19
90,680.08
4,942,610.15
11.74
494,261.01
31 December 2013
Account aging
Proportion
(%)
Amount
31 December 2012
Provision
Proportion
(%)
Amount
2-3 years (including 2 years)
420,412.48
1.45
126,123.75
39,613.58
0.14
19,806.79
4,649,634.21
16.06
28,949,492.81
100.00
Provision
2,960,799.20
7.03
888,239.76
4,649,634.21
4,649,634.21
11.05
4,649,634.21
5,003,156.86
42,096,830.02
100.00
6,264,378.17
Over 5 years（including 5 years）
Total
At 31 December 2013, other receivables that individual insignificant and conduct individual impairment test
items
Amount
Other miscellaneous correspondence
合
计
Provision
Proportion
3,708,768.03
3,708,768.03
3,708,768.03
3,708,768.03
Reason of Provision
Over three years, hard to get back
100.00%
(3) Final in the other receivables without holding the company more than 5% (including 5%) voting shares
of the shareholders arrears.
(4) Top 5 other receivables
Proportion of
Debtors
Amount
Account aging
Nature or content
other receivables
(%)
Shenzhen Jianshe Motorcycle Co., Ltd.
3,013,664.00
Over 5 years
9.23
Miscellaneous transactions
Ningbo Jianshe Motorcycle Co., Ltd.
1,021,664.04
Over 5 years
3.13
Shanghai Yamaha Jianshe Motorcycle Sales Co., Ltd.
995,019.66
Less than 6 months
3.05
Rental income
Ningbo Jianshe Chongqing office
692,035.31
Over 5 years
2.12
Jiulongpo Construction Committee
400,000.00
Less than 6 months
1.22
Guarantee
Total
6.
6,122,383.01
18.75
Prepayments
(1)Prepayments displayed by account aging
31 December 2013
31 December 2012
Account aging
Amount
Within 1 year
Proportion (%)
Amount
Proportion (%)
28,899,206.76
88.27
43,550,528.55
87.19
1-2 years
1,430,183.64
4.37
2,249,672.39
4.51
2-3 years
274,913.20
0.84
1,269,398.90
2.54
31 December 2013
31 December 2012
Account aging
Amount
Over 3 years
Total
Proportion (%)
Amount
Proportion (%)
2,133,939.23
6.52
2,876,577.64
5.76
32,738,242.83
100.00
49,946,177.48
100.00
(2)Top 5 prepayments
Debtors
Relationship
with the
Group
Amount
Payment
time
Reason for being outstanding
Panzhihua steel group international trading Co., Ltd.
Chongqing branch
Supplier
7,292,574.25
Less than 1
year
Payment in advance, not yet delivery
and acceptance
Japan ASAHI TRADING CO，LTD
Supplier
4,024,458.44
Less than 1
year
and acceptance
Chongqing Long Xu Electrical Equipment Co., Ltd.
Supplier
1,341,000.00
Less than 1
year
and acceptance
Hardinge Machine (Shanghai) Co., Ltd.
Supplier
940,000.00
Less than 1
year
and acceptance
Fuzhou Jiaxin Bright Electrical Co., Ltd.
Supplier
878,748.00
Less than 1
year
and acceptance
——-
——
——
Total
14,476,780.69
(3)At 31 December 2013, there were no advances paid to the shareholders with voting rights of 5% or above。
(4) There is no related party in Prepayment.
7.
Inventories
(1)Category of inventories
31 December 2013
Items
31 December 2012
Net carrying
Balance
Provision
Net carrying
balance
Provision
amount
Raw materials
76,599,709.05
Work in progress
18,669,774.27
Finished goods
Total
4,618,914.59
amount
71,980,794.46
71,189,923.90
71,189,923.90
18,669,774.27
13,416,844.61
13,416,844.61
208,715,453.58
174,210.57
208,541,243.01
206,372,957.33
206,372,957.33
303,984,936.90
4,793,125.16
299,191,811.74
290,979,725.84
290,979,725.84
(2)Provision for inventories
Decrease
Items
Raw materials
31 December 2012
31 December 2013
Increase
Recovery
Write-off
4,618,914.59
4,618,914.59
174,210.57
174,210.57
Work in progress
Finished goods
Total
8.
4,793,125.16
4,793,125.16
(1)Long-term equity investments displayed as followed
Items
Joint venture
Associates
Other equity investment
Subtotal
Deduct: Impairment loss
Total
31 December 2013
31 December 2012
670,732,471.81
660,601,368.64
18,509,318.38
2,959,154.47
4,340,915.04
24,340,915.04
693,582,705.23
687,901,438.15
4,340,915.04
4,340,915.04
689,241,790.19
683,560,523.11
(2) Information of Joint venture and associates
The
The company in
enterprise
proportion to the
Assets as at 31
Liabilities as at 31
Net assets as at 31
shareholding
voting rights by the
December 2013
December 2013
December 2013
(%)
invested entity (%)
Operating income as
at 31 December
Invested Companies
Net income of 2013
2013
1. Joint venture
Chongqing Jianshe Yamaha Motorcycle Co., Ltd.
50.00
50.00
1,003,649,856.47
364,918,987.06
638,730,869.41
2,105,212,983.42
33,084,963.12
50.00
50.00
729,686,891.91
166,811,328.63
562,875,563.28
893,087,039.59
43,457,608.59
Chongqing Pingshan Taikai Carburetor Co., Ltd.
49.00
49.00
185,862,717.48
21,688,299.71
164,174,417.77
128,800,598.14
4,869,757.52
30.00
30.00
84,752,797.76
77,820,837.00
6,931,960.76
108,499,282.33
-2,931,887.46
23.5294
23.5294
70,614,669.83
788,281.76
69,826,388.07
644.38
-4,012,005.48
20.00
20.00
3,399,962.83
4,058,508.71
-658,545.88
5,552,254.97
-329,514.14
2. Associates
Chongqing Tongsheng Jianshe Industrial co., Ltd.
Chongqing
South
Motorcycle
Technology
Development Co., Ltd.
Chongqing Fuyeda Property Management Co.,
Ltd.
(3) Details of Long-term equity investment
In
In proportion to
In the
proportion
shareholding
to the voting
the stake and the
Accounting
Cost of
31 December
Invested company
31 December
voting rights by
Changes
method
investment
2012
Provision for
Impairment
2013
investment
rights by the
loss
the invested entity
entities (%)
Current cash
impairment
dividends
loss
invested
are inconsistent
entity (%)
Chongqing Jianshe Yamaha
Equity
method
Zhuzhou Jianshe Yamaha
Equity
method
Chongqing Pingshan Taikai
Equity
Carburetor Co., Ltd.
method
Chongqing Tongsheng Jianshe
Equity
Industrial co., Ltd.
method
Chongqing
South
Motorcycle
154,699,622.03
311,387,759.56
1,542,481.56
312,930,241.12
50.00
50.00
15,000,000.00
215,710,320.08
269,627,961.66
7,728,804.30
277,356,765.96
50.00
50.00
14,000,000.00
67,316,539.87
79,585,647.42
859,817.31
80,445,464.73
49.00
49.00
1,470,000.00
3,000,000.00
2,959,154.47
-879,566.24
2,079,588.23
30.00
30.00
20,000,000.00
20,000,000.00
-3,570,269.85
16,429,730.15
23.5294
23.5294
20.00
20.00
Equity
Technology Development Co., Ltd.
method
Chongqing Fuyeda Property
Equity
Management Co., Ltd.
method
400,000.00
Equity method total
Chongqing Jingjian Automotive air
conditioner co., Ltd.
Ningbo Jianshe motorcycle
manufacturing co., Ltd.
Cost method total
Total
461,126,481.98
683,560,523.11
5,681,267.08
689,241,790.19
30,470,000.00
3,200,000.00
3,200,000.00
3,200,000.00
6.74
6.74
3,200,000.00
8,160,000.00
1,140,915.04
1,140,915.04
51.00
51.00
1,140,915.04
11,360,000.00
4,340,915.04
4,340,915.04
4,340,915.04
472,486,481.98
687,901,438.15
693,582,705.23
4,340,915.04
Cost
method
Cost
method
5,681,267.08
30,470,000.00
Note: According to the modified articles of association of the company and the shareholder‘s committee resolution of Chongqing South Motorcycle technology researching and
development Ltd., the registered capital of the company decreased from RMB160,000,000 to RMB85,000,000. The original strong shareholder-South Group released its subscribed shares.
All shareholders will take the voting rights in their own shares rate. Thus the company‘s share in Chongqing South Motorcycle technology researching and development Ltd increased from
16.67% to 23.5294%. That means we have power to affect the company‘s decision making and voting rights. The major effects could be made. The long-term investment of the company
should be calculated in equity method.
9.
Fixed assets
(1)Details and changes of fixed assets and accumulated depreciation
Items
Ⅰ. Cost
31 December 2012
Increase
Decrease
31 December
2013
1,568,455,320.76
25,495,185.61
36,780,425.87
1,557,170,080.50
413,669,723.46
5,378,895.99
23,500,000.00
395,548,619.45
1,076,656,296.65
8,518,329.69
10,881,765.79
1,074,292,860.55
Motor vehicles
23,423,101.35
326,859.76
592,057.78
23,157,903.33
Office facility and others
54,706,199.30
11,271,100.17
1,806,602.30
64,170,697.17
Buildings
Machineries and equipment
Other
Increase
Ⅱ.Accumulated depreciation
Depreciation
742,870,526.39
66,107,442.60
15,513,289.70
793,464,679.29
53,343,449.75
13,279,212.54
3,799,166.40
62,823,495.89
650,386,023.82
32,800,597.04
10,494,863.71
672,691,757.15
Motor vehicles
14,254,269.01
1,739,613.65
488,706.48
15,505,176.18
24,886,783.81
18,288,019.37
730,553.11
42,444,250.07
Ⅲ.Net carrying amount
825,584,794.37
763,705,401.21
Buildings
360,326,273.71
332,725,123.56
426,270,272.83
401,601,103.40
9,168,832.34
7,652,727.15
29,819,415.49
21,726,447.10
Ⅴ. Total book value
825,584,794.37
763,705,401.21
Buildings
360,326,273.71
332,725,123.56
426,270,272.83
401,601,103.40
9,168,832.34
7,652,727.15
29,819,415.49
21,726,447.10
Buildings
Motor vehicles
Ⅳ.Impairment provision
Buildings
Motor vehicles
Motor vehicles
Note：
a.
Depreciation for current period is RMB 66,107,442.60.
b.
In 2013, the value of property, plant and equipment transferred from construction in progress is RMB 10,766,271.24.
c.
At 31 December 2013, the cost of fully depreciated fixed assets which continue to be used is RMB 530,560,673.63, net value is
RMB 15,873,166.53.
d.
At 31 December 2013, the book value of fixed assets used to mortgage is RMB 5,928,004.26.
(2) Fixed assets without property certificate
Items
Buildings
Book value
Reasons for property right certificate unsettled
Estimated time of settling
property right certificate
326,797,119.30
Acceptance procedures have not yet completed
2014
(3) Sold fixed assets in obviously high prices
Items
Buildings
Account Amount
Selling Price
Basis of Selling Price
19,700,833.60
28,746,700.00
Estimation
10. Construction in progress
(1)Details and changes of construction in progress
31 December 2013
Items
Balance
Equipment reconstruction
Provision
7,134,988.52
31 December 2012
Carrying value
Balance
7,134,988.52
Other project
Building
Total
Provision
Carrying value
10,626,053.74
10,626,053.74
883,813.45
883,813.45
3,878,715.45
3,878,715.45
4,132,191.24
4,132,191.24
11,013,703.97
11,013,703.97
15,642,058.43
15,642,058.43
(2)Details and changes of significant construction in progress
Items
Expand 1.5 million of
air conditioner
Anechoic Room
31 December
2012
Increase
Of which: this
period
accumulative
amount of the
capitalization
Capitaliza
tion rate
of the
period(%)
Financed by
31 December
2013
Financial institution
9,714,033.11
2,868,614.78
5,543,831.00
90
414,984.43
6.08
7,038,816.89
loans
103,072.00
2,701,372.00
Science and
technology building
4,132,191.24
716,249.00
Building renovation
project
780,741.45
293,530.00
14,730,037.80
6,579,765.78
Total
Othe
r
Achiev
Transferred
subtr ement
to fixed asset
actio (%)
n
4,848,440.24
10,392,271.24
80
Self-raised
100
Self-raised
90
Self-raised
414,984.43
2,804,444.00
1,074,271.45
10,917,532.34
11. Intangible assets
(1)Details and changes of Intangible assets
Items
31 December 2012
Ⅰ. Original Cost
152,668,710.42
Increase
Decrease
19,136,931.28
31 December 2013
24,870,757.16
146,934,884.54
24,870,757.16
69,813,182.12
Land
94,683,939.28
Non-patent technique
57,984,771.14
19,136,931.28
Ⅱ.Accumulated amortization
34,551,715.86
13,287,089.52
4,515,836.83
43,322,968.55
Land
15,683,702.13
1,804,099.97
4,515,836.83
12,971,965.27
18,868,013.73
11,482,989.55
77,121,702.42
30,351,003.28
118,116,994.56
103,611,915.99
Land
79,000,237.15
56,841,216.85
39,116,757.41
46,770,699.14
118,116,994.56
103,611,915.99
Land
79,000,237.15
56,841,216.85
39,116,757.41
46,770,699.14
Ⅲ. Net carrying amount
Ⅳ.Impairment provision
Land
Ⅴ. Total book value
Note:
a.
The amortization of intangible assets in 2013 is RMB 13,287,089.52.
b.
At 31 December 2013, the book value of intangible assets used for mortgage or guarantee is RMB 2,960,556.84.
(2)Development expenditures
Decrease
31 December
2012
Items
Motorcycle
R&D
and
Vehicle-used
Airconditioning
Total
Increase
Recorded into
income statement
Recognized as
intangible assets
31 December 2013
parts
30,641,485.76
R&D
30,641,485.76
37,078,257.43
20,978,882.70
5,456,457.66
5,456,457.66
42,534,715.09
26,435,340.36
19,136,931.28
27,603,929.21
19,136,931.28
27,603,929.21
Note:
a.
Development expenses for current period takes 37.85% of the researching and development expenses during the period.
b.
The intangible assets which are developed by the company itself takes 45.14% of the overall intangible assets.
12. Long-term prepaid expenses
Items
31 December 2012
3,211,035.43
Mould casting
83 Model aluminum machine
Increase
Other
subtraction
Amortization
1,343,868.06
7,495,727.04
31 December 2013
2,739,209.37
1,815,694.12
1,383,409.92
6,112,317.12
4,122,619.29
7,928,011.24
Reason of decreasing
technique induction fees
10,706,762.47
Total
1,343,868.06
13. Deferred tax assets
(1)Deferred tax assets that have been recognized
Items
31 December 2013
31 December 2012
Deferred tax assets：
Provision of assets
Total
3,564,354.64
3,123,854.35
3,564,354.64
3,123,854.35
(2)Details of deferred tax assets unrecognized
Items
31 December 2013
Deductible temporary difference
Deductible losses
Total
31 December 2012
19,834,858.33
14,002,856.87
645,790,437.42
862,747,671.80
665,625,295.75
876,750,528.67
Note：Due to the uncertainty of income tax reclaimed in the future, the company and its subsidiaries (Chongqing Jianshe Marketing LLC. and
Shanghai Jianshe Motorcycle LLC.) did not recognize the deductible temporary difference and deductible loss of deferred tax assets.
(3) Unrecognized deferred tax assets will be mature in the year listed below
Year
31 December 2013
31 December 2012
2013
211,366,725.94
2014
89,406,285.37
115,126,804.89
2015
75,337,093.67
75,337,093.67
2016
238,350,758.67
238,332,921.97
2017
228,864,550.40
222,584,125.33
2018
13,831,749.31
Total
645,790,437.42
(4)Temporary difference raised by related assets and liabilities
862,747,671.80
Items
Amount
Deductible temporary difference:
683,261,152.23
Provision of assets
37,470,714.81
Deductible losses
645,790,437.42
683,261,152.23
Total
14. Asset impairment provision
Decrease
Items
31 December 2012
Increase
Recovery
Bad debt provision
23,939,591.52
Provision for inventories
Impairment provision of long-term
investment
Write-off
31 December
2013
4,397,083.09
28,336,674.61
4,793,125.16
4,793,125.16
4,340,915.04
Total
28,280,506.56
4,340,915.04
9,190,208.25
37,470,714.81
15. Other non-current assets
Items
31 December 2013
Debit difference of equity investment in Shanghai Jianshe Motorcycle Co.,
31 December 2012
408,000.00
816,000.00
408,000.00
816,000.00
Ltd. under former accounting policy
Total
16. Short-term loan
(1) Short-term loan displayed by category
ategory
31 December 2013
Pledge loan
31 December 2012
151,305,047.85
25,615,520.89
Mortgage loan
7,000,000.00
67,000,000.00
Guarantee loan
218,500,000.00
243,500,000.00
Credit loan
520,000,000.00
420,000,000.00
896,805,047.85
756,115,520.89
Total
(2) Pledge loan
Creditors
China Merchants Bank
Amount
Pledge goods
78,436,666.67
Commercial acceptance bills discount
Creditors
Amount
Pledge goods
Industrial and Commercial Bank of China
48,000,000.00
Credit guarantee
China Construction Bank
19,640,626.94
Account receivables
4,550,000.00
Account receivables
677,754.24
Account receivables
Huaxia Bank
China Citic Bank
Total
151,305,047.85
(3) Mortgage loan
Creditors
Amount
Collaterals
7,000,000.00 Real estate of Shanghai Jianshe Motorcycle Co., Ltd.
Bank of Communications
7,000,000.00
Total
(4)Guarantee loan
Creditors
Amount
Guarantors
Bank of Chongqing, Jiulong square branch
28,000,000.00 Chongqing Jianshe Motorcycle Co., Ltd.
Bank of China, Jiulongpo branch
50,000,000.00 Chongqing Jianshe Marketing Co., Ltd.
OCBC Bank Chongqing Branch
30,000,000.00 Chongqing Northern Jianshe Import and Export Trade LLC
Bank of communications, Jiulongpo branch
Total
218,500,000.00
17. Notes payable
Items
31 December 2013
31 December 2012
742,696,400.00
Bank acceptance note
718,980,000.00
50,000,000.00
Business acceptance note
Total
742,696,400.00
768,980,000.00
18. Account payables
(1)Account payables displayed by account aging
Items
Within 1 year
31 December 2013
31 December 2012
519,911,361.77
480,566,994.02
31 December 2013
Items
31 December 2012
1-2 years
6,445,297.87
12,187,705.44
2-3 years
3,568,346.76
8,104,092.98
Over 3 years
6,628,947.36
1,250,429.57
536,553,953.76
502,109,222.01
Total
(2)There is no payable to shareholders who have over 5% (including 5%) voting right in closing balance of
account payables.
(3)In closing balance, relating to the relevant parties
Items
31 December 2013
31 December 2012
9,151,010.24
Chongqing Jianxing machinery manufacturing co., LTD
4,225,048.61
3,247,126.39
8,677,721.45
7,769,373.39
Chongqing Tongsheng Jianshe industrial co., LTD
3,453,707.29
4,390,534.69
Chongqing Jianshe Industrial Group LLC.
100,065.91
Total
25,607,553.50
15,407,034.47
19. Receivables in advance
(1)Receivables in advance displayed in aging analysis
Items
31 December 2013
Less than 1year
31 December 2012
26,694,970.36
80,371,068.77
1-2 year
312,909.21
2,194,082.74
2-3 year
66,277.98
8,070,628.21
2,103,103.24
120,925.88
29,177,260.79
90,756,705.60
Over 3 years
Total
(2) There is no payable to shareholders who have over 5% (including 5%) voting right in closing balance of
receivables in advance.
(3) In closing balance, receivables in advance from relevant parties
Items
31 December 2013
Jiangmen Qingqi South China Motorcycle Co., Ltd.
230,000.00
31 December 2012
Total
230,000.00
20. Accrued payroll
Items
Ⅰ.Wage, bonus and subsidy
31 December 2012
1,118,315.07
Of which: medical insurance
Basic pension
Annuity
Decrease
137,767,288.53
137,652,554.41
14,853,515.30
14,853,515.30
232,429.53
33,343,944.01
33,257,019.37
28,980.80
10,462,002.68
10,490,983.48
71,706.78
19,349,740.15
19,102,092.76
Ⅱ.Welfare
Ⅲ.Social insurance
Increase
117,986.20
31 December 2013
1,233,049.19
319,354.17
319,354.17
117,986.20
Unemployment insurance
7,089.91
1,516,577.02
1,523,666.93
Employment injury insurance
3,872.09
1,331,898.47
1,335,770.56
Maternity insurance
2,793.75
683,725.69
686,519.44
194,577.24
12,674,886.00
12,524,081.24
8,940,582.15
8,940,582.15
469,347.63
3,718,615.35
3,466,705.19
721,257.79
2,014,669.47
211,298,831.34
210,694,457.66
2,619,043.15
Ⅳ.Housing funds
Ⅴ. Termination benefits
Ⅵ.Labor union and
345,382.00
education
expenditure
Ⅶ.Others
Total
Note: Accrued payroll did not belong to defaults salary, labor union and employee education funds of 2013 is RMB 3,718,615.35.
21. Tax payables
Items
Value-added tax
31 December 2013
31 December 2012
-1,968,912.69
-11,875,241.40
722,885.66
1,530,823.99
Consumption tax
137,754,386.21
137,570,964.39
City maintenance
484,991.06
173,561.17
-12,292,552.33
-12,292,552.33
-326,556.55
91,767.17
124,374,241.36
115,199,322.99
Operating tax
Corporate income tax
Others
Total
22. Other payables
(1) Other payables
Items
31 December 2013
Less than 1 year
31 December 2012
20,256,426.97
11,664,734.99
1-2 years
6,913,982.93
9,358,620.92
2-3 years
3,411,538.44
3,481,189.59
Over 3 years
1,957,731.42
2,061,733.80
32,539,679.76
26,566,279.30
Total
(2) There is no other payable to shareholders who have over 5% (including 5%) voting right in closing
balance of other payables.
(3) Information of relating parties on 31 December 2013
Items
31 December 2013
31 December 2012
3,165,080.41
Chongqing Fuyeda Property Management Co., Ltd.
95,980.00
25,822.77
Chongqing Construction Engineering Co.
45,143.99
45,143.99
3,306,204.40
70,966.76
Total
(4) Other payables in large amount
Items
Amount
Nature and content
3,165,080.41
Energy, inspection fees
Customers‘ deposits
3,124,605.30
Temporary deposit
Ningbo Shenjiang Science Co. Ltd
1,000,000.00
Temporary borrowings
Note
23. Non-current liabilities due within 1 year
(1)Non-current liabilities due within 1 year displayed by category
category
31 December 2013
Long-term loan due within 1 year
31 December 2012
98,000,000.00
231,500,000.00
98,000,000.00
231,500,000.00
Bonds payable due within 1 year
Long-term payables due within 1 year
Total
(2)Long-term loan due within 1 year
a. Long-term loan due within 1 year displayed by category
category
31 December 2013
31 December 2012
Pledge loan
Mortgage loan
Guarantee loan
Credit loan
Total
94,000,000.00
100,500,000.00
4,000,000.00
131,000,000.00
98,000,000.00
231,500,000.00
b. Details of Top 5 long-term loan due within 1 year
Starting date
Ending date
Currency
China Construction Bank Yangjiaping branches
2011/04/01
2014/03/31
CNY
6.10
45,000,000.00
2011/04/14
2014/04/13
CNY
6.40
45,000,000.00
2012/08/02
2014/02/21
CNY
6.15
1,000,000.00
2012/08/02
2014/08/21
CNY
6.15
1,000,000.00
2011/04/01
2014/02/02
CNY
6.10
1,000,000.00
——
——
Creditors
Total
Interest rate
Amount
——
93,000,000.00
24. Long-term loan
(1)Long-term loan displayed by category
category
31 December 2013
31 December 2012
Pledge loan
Mortgage loan
Guarantee loan
47,000,000.00
92,000,000.00
Credit loan
82,000,000.00
154,200,000.00
129,000,000.00
246,200,000.00
Total
(2)Top 5 long-term loan
Creditors
Starting date
Ending date
Currency
Interest
rate
31 December
2013
2012/09/14
2015/03/21
RMB
5.84
9,000,000.00
2012/08/02
2015/08/01
RMB
6.15
20,000,000.00
Creditors
Starting date
Ending date
Currency
Interest
rate
31 December
2013
2012/08/02
2015/02/21
RMB
6.15
26,000,000.00
2013/05/22
2015/11/01
RMB
6.40
22,000,000.00
2013/05/22
2016/05/21
RMB
5.84
24,000,000.00
——
——
Total
101,000,000.00
(3)Guarantee loan
Creditors
Amount
Guarantors
47,000,000.00 Chongqing Jianshe Vehicle-used Air-conditioning LLC.
47,000,000.00
Total
25. Special payables
Items
31 December 2012
Increase
Decrease
31 December 2013
Technical research
738,000.00
738,000.00
Total
738,000.00
738,000.00
26. Share capital
Note
Increase or decrease(+/-)
31 December
Items
31 December
Issuing
Sending
Accumulation
shares
shares
turns
2012
others
Total
2013
1．Shares with limitation
(1)State ownership
(2)State-owned legal personal shares
339,625,000.00
-254,718,750.00
-254,718,750.00
84,906,250.00
-13,406,250.00
-13,406,250.00
4,468,750.00
-5,250,000.00
-5,250,000.00
1,750,000.00
-8,156,250.00
-8,156,250.00
2,718,750.00
357,500,000.00
-268,125,000.00
-268,125,000.00
89,375,000.00
120,000,000.00
-90,000,000.00
-90,000,000.00
30,000,000.00
Subtotal
120,000,000.00
-90,000,000.00
-90,000,000.00
30,000,000.00
Total
477,500,000.00
-358,125,000.00
-358,125,000.00
119,375,000.00
(3) Other domestic shareholding
17,875,000.00
Of which：
Domestic legal shares
7,000,000.00
Domestic personal shares
10,875,000.00
(4).Foreign ownership
Of which：
Foreign legal shares
Foreign personal shares
Subtotal
2．Shares without limitation
(1) CNY normal shares
(2)Foreign shares in domestic stocks
list
(3)Foreign shares in foreign stocks list
(4)Others
Note: In September 2013, according to the company‘s articles of association which is modified by the general meeting of
shareholders, ‗Chongqing foreign economy &trade committee on the construction of chongqing motorcycle co., LTD., reduce its
registered capital‘(yuwaijingmaohan[2013]219) by foreign economic and trade commission, and ‗About the construction of
chongqing motorcycle co., LTD., implementation of shrinking stock plan approval about the issue‘(bingzhuangzi[2013]60) by South
Group, all the shareholders was shrinking shares to one quarter. The overall stock declined from RMB 477,500,000 to RMB
119,375,000, and the registered capital decreased from RMB 477,500,000 to RMB119,375,000. This capital changes is audited by
Zhongxingcai Guanghua Accounting Firm. And the reporting number is Zhongxingcaiguanghua (Yu) Shenyan NO. 003. The
permission was obtained on 21st February from the Administrative Bureau for Industry and Commerce of Chongqing. The registered
number is 500000400001350.
27. Capital surplus
Items
Increase
31 December 2012
Decrease
31 December 2013
Capital premium
344,407,741.07
Others
258,472,776.52
358,134,800.00
500,000.00
616,107,576.52
602,880,517.59
358,134,800.00
500,000.00
960,515,317.59
Total
344,407,741.07
Note: In September 2013, according to the company‘s articles of association which is modified by the general meeting of
shareholders, ‗Chongqing foreign economy &trade committee on the construction of chongqing motorcycle co., LTD., reduce its
registered capital‘(yuwaijingmaohan[2013]219) by foreign economic and trade commission, and ‗About the construction of
chongqing motorcycle co., LTD., implementation of shrinking stock plan approval about the issue‘(bingzhuangzi[2013]60) by South
Group, all the shareholders was shrinking shares to one quarter. The overall stock declined from 477,500,000 to 119,375,000, and the
registered capital decreased from RMB 477,500,000 to RMB 119,375,000. Capital reserves increased from RMB 358,125,000 due to
the decrease of registered capital.
The joint venture—Chongqing Pingshan Taikai Oil Ltd received 20,000 government which is recorded as capital reserves. Thus the
main company should increase capital reserve in RMB9800 for its shares.
The decrease of capital reserves is due to allocated fund to project 097.
28. Surplus reserve
Items
31 December 2012
Increase
Decrease
31 December 2013
Statutory surplus reserve
56,724,000.00
56,724,000.00
Other surplus reserve
68,962,000.00
68,962,000.00
125,686,000.00
125,686,000.00
Total
29. Retained earnings
Items
Closing balance of last period
Amount
-1,063,624,266.50
Add：Net profit attributable to Shareholders of the Company
Less：Surplus reserve withdrawn
12,057,417.49
Proportion (%)
Items
Amount
Adjustment of long-term equity investment cost method to the equity method
Proportion (%)
2,626,269.03
Closing balance of current period
-1,054,193,118.04
30. Operating revenue and operating costs
(1)Operating revenue and operating costs
Items
2013
Main operating revenue
2012
1,807,055,852.80
1,716,454,260.00
Others revenue
78,775,692.05
106,946,099.85
Operating costs
1,621,781,115.95
1,594,828,113.57
(2)Main operating businesses displayed by industry
2013
2012
Industry
Operating
Operating revenue
Operating costs
Operating costs
revenue
Industrial
1,807,055,852.80
1,565,769,102.55
1,716,454,260.00
1,510,463,543.89
Total
1,807,055,852.80
1,565,769,102.55
1,716,454,260.00
1,510,463,543.89
(3)Main operating businesses displayed by product
2013
2012
Product
Operating revenue
Motorcycle and accessories
Automotive air conditioning
Total
Operating costs
Operating revenue
Operating costs
1,164,684,763.99
1,062,530,685.00
1,173,920,472.03
1,083,493,776.19
642,371,088.81
503,238,417.55
542,533,787.97
426,969,767.70
1,807,055,852.80
1,565,769,102.55
1,716,454,260.00
1,510,463,543.89
(4)Operating revenue displayed by location
Location
2013
Operating revenue
Domestic sales total
Foreign sales total
Total
2012
Operating costs
Operating revenue
Operating costs
1,547,033,940.29
1,347,465,639.59
1,442,511,797.04
1,268,971,622.30
260,021,912.51
218,303,462.96
273,942,462.96
241,491,921.59
1,807,055,852.80
1,565,769,102.55
1,716,454,260.00
1,510,463,543.89
(5)Top 5 clients’ revenue
Items
Operating revenue
Proportion (%)
479,514,974.58
25.43
Automotive air conditioning
469,166,413.07
24.88
948,681,387.65
50.31
Total
31. Operating tax and surcharges
Items
2013
2012
Tax rate
16,275,912.82
17,622,306.21
3%
840,582.67
1,030,166.29
5%
City maintenance and construction tax
2,381,186.15
3,612,431.22
7%
Education surtax
1,424,784.75
1,954,410.25
3%
309,935.01
650,171.55
2%
21,232,401.40
24,869,485.52
Consumption tax
Operating tax
Local education surtax
Total
32. Selling expenses
Items
Wage and Welfare
2013
2012
26,391,712.08
29,143,711.65
Depreciation
1,957,728.98
2,631,683.87
Office fee
3,567,422.91
5,333,319.40
557,547.93
673,687.26
20,992,960.47
26,622,649.20
1,058,937.69
1,198,035.16
Operation expenses
419,323.91
284,814.30
Exhibits expenses
542,355.32
592,197.81
Travelling expenses
7,009,450.79
8,636,386.87
Selling commission
107,878.81
598,444.80
21,694,701.04
28,654,672.89
Repair expenses
8,126,023.52
8,616,858.93
Storage expenses
8,763,410.96
8,266,899.97
Marketing expenses
3,680,889.23
4,035,044.76
Loading fee
Transport expenses
Insurance fee
Sales service Advertisement expenses
Items
2013
Others
Total
2012
1,598,788.72
2,655,781.25
106,469,132.36
127,944,188.12
33. Administrative expenses
Item
2013
Wage and Welfare
2012
67,847,180.42
54,282,947.26
Depreciation
7,535,623.66
6,969,354.83
Office expenses
2,497,185.58
2,680,817.83
Water, electricity and green fees
1,243,395.59
1,320,872.55
Travelling expenses
1,627,617.98
1,970,401.98
Traffic fees
1,446,006.28
1,779,491.66
959,467.30
901,700.10
13,299,305.83
12,709,086.54
Consult expenses
100,881.09
269,072.70
Sewage charges
407,694.50
466,487.52
1,261,496.82
1,045,562.39
26,435,340.36
31,400,749.81
Technical support expenses
2,292,902.52
4,338,696.44
Taxation
4,581,346.73
10,982,099.64
13,287,089.52
10,849,123.69
3,641,082.73
3,776,632.36
134,967.20
392,590.22
2,177,256.67
1,440,862.96
574,652.63
709,288.16
5,937,605.00
6,386,710.12
157,288,098.41
154,672,548.76
Insurance fees
Repair expenses
Material consume
R&D expenses
Amortization of intangible assets
Entertainment fee
Meeting fee
Agency expenses
board of directors expenses
Others
Total
34. Financial expenses
Items
Interest expenses
2013
2012
115,881,637.55
118,741,196.74
Items
2013
less：Interest income
2012
11,710,101.91
9,080,155.47
Exchange loss (or gain)
3,666,346.97
-355,348.75
Others
1,693,165.06
2,150,851.84
109,531,047.67
111,456,544.36
Total
35. Investment income
(1)Details of Investment income
2013
Items
2012
Long-term equity investments measured by cost method
Long-term equity investments measured by equity method
38,767,736.11
44,050,306.23
-408,000.00
-1,006,809.66
38,359,736.11
43,043,496.57
Investments from disposal available-for-sale financial asset
Amortization of difference in shares investment
Total
Note：The subsidiary (Shanghai Jianshe Motorcycle Co., Ltd.) is consolidated by company not controlled commonly
through the company. Due to the company cannot amortize the balance (3,264,000 Yuan) of the difference between fair
value and book value of the identifiable assets and liabilities in Shanghai Jianshe Motorcycle Co., Ltd. less the
amortized amount on the acquisition date to all the identifiable assets and liabilities of Shanghai Jianshe Motorcycle Co.,
Ltd. by the reasonable method. Therefore, the company amortized the balance of previous equity investment difference
average over the remaining period, according to ‗Expert Group‘s Opinion to Implementation Issue in Enterprise
Accounting Standards‘, and the balance that has not been amortized is displayed in ‗other non-current assets‘ in
consolidated balance sheet. The amount of amortization is 408,000 Yuan in 2013.
(2)Long-term equity investments measured by equity method
Invested Company
2013
2012
2,320,017.31
2,114,508.36
16,542,481.56
28,562,156.85
21,728,804.30
13,662,387.69
Chongqing Fuyeda Property Management Co., Ltd.
-53,571.58
Chongqing Tongsheng Jianshe Industrial Co. Ltd.
-879,566.24
Chongqing South Motorcycle Technology Development Co., Ltd.
-944,000.82
Total
38,767,736.11
-235,175.09
44,050,306.23
(3)Statement of the investment income
As of 31 December 2013, there was no significant restriction on the remittance of investment income to the
investor.
36. Impairment loss
Items
2013
2012
Loss on bad debt
4,397,083.09
Loss on obsolete stocks
4,793,125.16
-1,579,827.35
9,190,208.25
Total
-1,579,827.35
37. Non-operating income
(1) Details of non-operating income
Included in the amount of the
Item
2013
2012
non-recurring profit and loss in
current period
Non-current assets disposal profit
59,925,313.56
974.00
59,925,313.56
Of which：fixed asset disposal profit
900,161.09
974.00
900,161.09
Intangible asset disposal profit
59,025,152.47
total
59,025,152.47
Non-monetary assets exchange gains
Debt restructuring gains
Accept donation
Government subsidies
others
Total
49,942,210.00
3,306,520.00
49,942,210.00
2,094,057.16
594,775.01
2,094,057.16
111,961,580.72
3,902,269.01
111,961,580.72
(2) Details of government grant
Form
Obtain
2013
Item
2012
related to assets or income
time
Exporting companies R&D fund
cash
2013
Industry development special fund
cash
2012
546,281.00
170,000.00
related to income
1,540,600.00
related to income
Supporting fund from Bureau of finance of Banan
cash
2013
21,200,000.00
related to income
Supporting fund from Bureau of finance of Jiulongpo
cash
2013
25,791,919.00
related to income
Special fund for industrial development( industrial S&D project)
cash
2012
Others supporting in small amount
cash
2013
local bureau of finance fund
cash
2013
Total
353,300.00
related to income
152,000.00
462,620.00
related to income
2,252,010.00
780,000.00
related to income
49,942,210.00
3,306,520.00
38. Non-operating expenses
Items
2013
2012
Non-recurring loss in this period
Total loss on disposal of non-current assets
317,745.26
139,410.95
317,745.26
Of which: Loss on disposal of fixed assets
317,745.26
139,410.95
317,745.26
Loss on disposal of intangible assets
Loss on debt restructure
Loss on non-monetary assets exchange
Public-interest donation expenses
463,975.80
Others
179,086.09
330,926.04
179,086.09
960,807.15
470,336.99
960,807.15
Total
463,975.80
39. Income tax expenses
Items
2013
2012
Current income tax expenses
75,293.70
Deferred income tax expenses
-440,500.29
571,554.49
Total
-365,206.59
571,554.49
40. Computation of basic earnings per share and diluted earnings per share
Formula:
(1) Basic earnings per share
Basic earnings per share = P0÷S
S= S0＋S1＋Si×Mi÷M0– Sj×Mj÷M0-Sk
Of which：P0 is the net profit attributable to the company‘s shareholders with ordinary shares or the net profit attributable to the
company‘s shareholders with ordinary shares less extraordinary gain or loss；S is Weighted average amount of share issued
externally；S0 is the total amount of opening shares；S1 is the increasing amount of share due to capital reserve transferred to share
capital or distribution of stock dividends in reporting period；Si is the increasing amount of share due to issue of new shares or
convertible bonds in reporting period；Sj is the decreasing amount of share due to buying-back in reporting period；Sk is the amount
of shrunk shares；M0 is the months in reporting period；Mi is the accumulated months from the month after the month of share
increase to the end of reporting period；Mj is the accumulated months from the month after the month of share decrease to the end of
reporting period.
(2)Diluted earnings per share
Diluted earnings per share =P1/(S0＋S1＋Si×Mi÷M0–Sj×Mj÷M0–Sk+ The increase of weighted average amount of ordinary share
due to subscription warrants, share warrants and convertible bonds)
Of which，P1 is the net profit attributable to the company‘s shareholders with ordinary shares or the net profit attributable to the
company‘s shareholders with ordinary shares after deducting extraordinary gain or loss, considering the effect from dilutive potential
ordinary shares. The adjustment is carried out in accordance with ‗Enterprise Accounting Standards‘. When calculating diluted
earnings per share, the company considers the effect of the net profit attributable to the company‘s shareholders with ordinary shares
or the net profit attributable to the company‘s shareholders with ordinary shares less extraordinary gain or loss from all dilutive
potential ordinary shares. The earnings per share are diluted to the minimum in accordance with the sequence from large dilute extent
to small.
a.
Basic earnings per share=Net profit attributable to common shareholders of the company's merger/ the weighted
average number of outstanding common stock
Item
Net profit attributable to common shareholders of the company's merger
the weighted average number of outstanding common stock
2013
2012
12,057,417.49
-143,723,842.47
119,375,000.00
119,375,000.00
0.101
-1.204
Calculation of weighted average of the common stock：
Item
Beginning number of Outstanding common shares
2013
2012
119,375,000.00
119,375,000.00
119,375,000.00
119,375,000.00
add：issued common shares
deduct：weighted average repurchasing shares
Ending number of outstanding common shares
Note: The last year amount was restated in accordance with ‗Enterprise Accounting Standards No. 34 - Earnings per share‘.
41. Notes to cash flows statement
(1)Cash received relating to other operating activities
Items
2013
Government grant
49,942,210.00
Petty cash, interest income from bank deposits, income from other waste etc.
7,852,732.79
57,794,942.79
Total
(2) Cash paid relating to other operating activities
Items
2013
Office and travel expenses
14,693,547.26
Storage, marketing and other sales expenses
16,665,857.31
Administrative expenses and petty cash
35,271,806.72
66,631,211.29
Total
(3)Cash received relating to other financing activities
Items
2013
Discount of financing notes receivable
1,644,975,572.92
Interest of Notes security
10,336,081.93
Decrease in Notes security
157,091,925.47
Total
1,812,403,580.32
(4)Cash payments relating to other financing activities
Items
2013
Cash paid for financing note expiration
1,768,259,792.70
Total
1,768,259,792.70
42. Supplementary information to consolidated cash flow statement
(1)Supplementary materials of cash flows statement
Items
2013
2012
1、Net profit adjusted to operating activities：
Net profit
Add：asset impairment provision
Depreciation of fixed assets, Depletion of oil and gas assets, Depreciation of
productive biological assets
10,065,257.08
-142,886,819.03
9,190,208.25
-1,579,827.35
66,107,442.60
65,569,839.55
Items
2013
2012
13,287,089.52
10,849,123.69
4,122,619.29
3,885,368.22
-59,607,568.30
138,436.95
Finance expenses (minus: income)
105,545,555.62
115,315,205.27
Loss on investments (minus: gain)
-38,359,736.11
-43,043,496.57
-440,500.29
571,554.49
-13,005,211.06
36,666,800.75
Decrease in operating receivables (minus: increase)
-5,030,191.15
32,213,103.68
Increase in operating payables (minus: decrease)
70,973,696.59
12,621,637.30
162,848,662.04
90,320,926.95
170,222,347.76
81,609,913.40
81,609,913.40
161,078,406.88
88,612,434.36
-79,468,493.48
Amortization of long-term prepaid expenses
Loss on disposal of fixed assets, intangible assets and other long-term assets
(minus: gain)
Loss on scrap of fixed asset (minus: gain)
Loss on fair value change (minus: gain)
Decrease in deferred tax assets (minus: increase)
Increase in deferred tax liabilities (minus; decrease)
Decrease in inventory (minus: increase)
Others
Net cash flow from operating activities
2.Significant investments and fund raising with non-related cash
Capitals transferred from debts
One-year-maturity convertible bonds
Non-current asset with finance leasing
3. Net change in cash and cash equivalents：
Closing balance of cash
Minus: opening balance of cash
Add: closing balance of cash equivalents
Minus: opening balance of cash equivalents
Net increase in cash and cash equivalents
(2)Cash and cash equivalents
Items
2013
2012
Items
2013
1.Cash
Of which： cash on hand
Bank deposits
2012
170,222,347.76
81,609,913.40
55,321.10
69,530.86
170,167,026.66
81,540,382.54
170,222,347.76
81,609,913.40
Others
2.Cash equivalents
Of which：bond investments due within 3 months
3.Closing balance of cash and cash equivalents
Ⅵ. Related parties and related party transaction
1. The parent company of the company
Registered
Company
names
Relationship
with the
company
China South
Industries
Group
Type of
company
Registered
address
Legal
representative
Business
nature
capitals
（ten
thousand
Yuan）
Proportion
Proportion of
of voting
shareholding
company
state-owned
Beijing
Tang Dengjie
investment
1,480,521
Organization
code
State
Council
SASAC
71092604-3
right
Wholly
Parent
Ultimate
controlling
party
71.13%
71.13%
company
Corporation
2. Subsidiaries
Refer to Note ‗Ⅳ. Consolidation and consolidated financial statements‘.
3. Associates and joint venture
Invested
companies
Type of
business
Registered
address
Legal
representative
Business
nature
Registered
capital
Proportion of
Proportion
shareholding
of voting
(%)
right (%)
Relationship
Organization
code
Joint venture
Production
Chongqing
Sino-foreign
Jianshe
joint venture
Yamaha
limited
Motorcycle
liability
Co., Ltd.
company
Zhuzhou
Sino-foreign
Jianshe
joint venture
Yamaha
limited
Motorcycle
liability
Co., Ltd.
company
and sale of
Lv
Chongqing
motorcycle
$65 million
50
50
Joint
venture
621900263
$57.2 million
50
50
Joint
venture
616774960
Hongxian
and its
parts
Production
and sale of
Lv
Zhuzhou
motorcycle
Hongxian
and its
parts
Invested
companies
Type of
business
Chongqing
Sino-foreign
Pingshan
joint venture
Taikai
limited
Carburetor Co.,
liability
Ltd.
company
Registered
address
Legal
representative
Business
nature
Registered
capital
Proportion of
Proportion
shareholding
of voting
(%)
right (%)
Relationship
Organization
code
Production
Chongqing
Teng Feng
$19 million
and sale of
49
49
Joint
venture
621907422
Associates
556762414
carburetor
Associates
Chongqing
South
Motorcycle
technology
development
Limited
liability
Song
Chongqing
company
Legang
Motorcycle
RMB85million
and its parts
23.5294
23.5294
R&D
Co.,Ltd.
Chongqing
Tongsheng
Limited
Jianshe
liability
Industrial Co.,
company
Production and
Chongqing
Chen
sale of
Guozhong
motorcycle
4.
Limited
liability
30
30
Associates
660868120
RMB2 million
20
20
Associates
736584010
and its parts
Ltd
Chongqing
Fuyeda
Property
Management
Co., Ltd.
RMB10million
Chongqing
company
Lei
Goods delivery
Qianhong
and storage
Other related parties
Relationship with the company
Organization code
784202830
Southwest Weapon Industrial Company
202810490
Chongqing Jianshe Machinery LLC.
756229729
Finance LLC. in Weapon Outfit Group
710933657
Joint venture of related parties
203146042
Chongqing Jianshe Industrial Trade LLC.
203134922
Chongqing Changan Auto Co., Ltd.
20286320X
621900167
738724320
721760296
Chongqing South Motorcycle Co.,Ltd.
559045154
Chongqing Jianshe Engineering & Construction Co.,Ltd.
203146894
Jiangmen Qinqi South China motorcycle co., LTD
758306898
Company names
Chongqing Jianxing Machinery Manufacturing LLC.
5. Related party transaction
(1)All inter-group transactions between related parties have been offset.
(2)Goods purchased and service received from related parties
2013
Related party names
Transaction
Pricing policy
Proportion of
like-transaction
(%)
Amount
Chongqing Jianshe Industrial Group
LLC.
Purchase
materials
Contract price
Chongqing Jianxing
Manufacturing LLC.
Purchase
Fair market
materials
price
Purchase
Contract price
Chongqing
Machinery
Jianshe
Yamaha
2012
Proportion of
like-transaction
(%)
Amount
5,510,347.50
0.35
8,306,407.68
0.65
33,948,672.07
2.43
31,998,235.62
2.50
81,171,498.64
5.80
8,032,483.23
0.63
9,482,651.74
0.68
9,540,655.09
0.75
16,952,021.17
1.21
18,549,877.26
1.45
67,102.19
0.00
553,821.39
0.04
97,601.71
0.01
1,717,391.45
0.13
materials
Purchase
Fair market
materials
price
Purchase
Fair market
Industrial Co., Ltd.
materials
price
Chongqing Jianshe Industrial Trade
LLC.
Purchase
Fair market
materials
price
Purchase
Motorcycle
Contract price
Chongqing
Pingshan
Carburetor Co., Ltd.
Taikai
Chongqing
Jianshe
Tongsheng
Jiangmen Qinqi South
motorcycle co., LTD
China
Subtotal
147,229,895.02
Chongqing
Fuyeda
Management Co., Ltd
Property
Chongqing Jianshe Industrial Group
LLC.
78,698,871.72
Accept Service
Contract price
828,054.00
0.05
1,103,309.53
0.09
Purchase fuel
Contract price
21,528,504.10
1.36
21,853,879.44
1.70
Subtotal
22,356,558.10
22,957,188.97
Total
169,586,453.12
101,656,060.69
(3)Goods sold and services rendered to related parties
Related party names
Transaction
2013
Pricing
policy
Amount
Chongqing
Jianshe
Yamaha
Chongqing Changan Auto Co.,
Sell goods
Contract price
2012
Proportion of
like-transaction
(%)
Amount
Proportion of
like-transaction
(%)
356,736,262.59
18.92
193,121,291.31
10.60
117,683,073.50
6.24
98,948,203.00
5.43
58,371,772.93
3.10
101,281,631.44
5.55
2,088,864.96
0.11
6,075,270.00
0.33
Fair market
Sell goods
Ltd.
price
Fair market
Chongqing Changan Suzuki Auto
Co., Ltd.
Sell goods
Sell goods
price
Fair market
price
Related party names
2013
Pricing
policy
Transaction
2012
Proportion of
like-transaction
(%)
Amount
Proportion of
like-transaction
(%)
Amount
Fair market
Sell goods
229,064.10
0.01
1,557,694.73
0.09
5,329,104.98
0.28
6,704,300.38
0.37
2,497,466.75
0.14
price
Chongqing
Tongsheng
Fair market
Jianshe
Sell goods
Industrial Co., Ltd.
Zhuzhou
Jianshe
price
Yamaha
Sell goods
Contract price
9,530,570.96
0.51
Sell goods
Contract price
2,063,030.21
0.11
Jiangmen Qingqi Motorcycle
Co. Ltd
Total
552,031,744.23
449,435,655.59
(4)Lease
Leasors
Leasees
Leasing assets
Chongqing Jianshe
Chongqing Jianshe Motorcycle Co.,
Yamaha Motorcycle
Ltd.
Co., Ltd.
Warehouse
Starting date Ending date
2008/05/31
Leasing income of
the year
Pricing policy
2013/12/31
3,487,212.33
Agreement price
Note: The warehouse (construction area of 18762 ㎡) which is located in No.1 Huajian Branch Road, Jiulongpo, Chongqing, was
rented to joint venture ‗Chongqing Jianshe Yamaha Motorcycle Co. Ltd.‘ for 5 years. As at 31 December 2013, the contract was
terminated because of the warehouse has been sold to third party.
Rent
Leasors
Leasees
Chongqing Jianshe
Chongqing Jianshe
Industrial Group LLC.
Leasing assets
Starting date
Ending
date
Pricing policy
Rental fee
Office Building
January 2013
July 2013
Agreement
price
739,575.20
Note: The subsidiaries- Marketing and Export and import company rent the business building from Jan 2013 to July 2013. From Aug
2013, these two companies ended the contract due to expand its own offices areas.
(5)Guarantee
Guarantee providers
Secured parties
Amount
Starting date
Ending date
Fulfilled
or not
46,000,000.00
2011/04/01
2014/03/31
N0
46,000,000.00
2011/04/14
2014/04/13
N0
49,000,000.00
2011/05/22
2016/05/21
N0
14,290,000.00
2013/09/25
2014/03/25
N0
28,570,000.00
2013/10/10
2014/04/10
N0
30,000,000.00
2013/12/18
2014/06/18
N0
Chongqing
Jianshe
Vehicle-used
Air-conditioning LLC.
Chongqing
Jianshe
Vehicle-used
Chongqing
Jianshe
Vehicle-used
Chongqing north Jianshe export-import Chongqing
Jianshe
Vehicle-used
Guarantee providers
Secured parties
trade Co. Ltd
Amount
Starting date
Ending date
Fulfilled
or not
Chongqing
Jianshe
Vehicle-used
24,000,000.00
2013/10/28
2014/04/28
N0
35,000,000.00
2013/06/21
2014/06/21
N0
50,000,000.00
2013/10/22
2014/07/21
N0
25,500,000.00
2013/09/02
2014/07/30
N0
50,000,000.00
2013/09/16
2014/09/15
N0
30,000,000.00
2013/07/15
2014/01/12
N0
35,000,000.00
2013/08/28
2014/02/28
N0
30,000,000.00
2013/09/11
2014/03/11
N0
Chongqing Jianshe Motorcycle Co., Ltd. Chongqing Jianshe Marketing Co.,Ltd.
28,000,000.00
2013/02/19
2014/02/18
N0
45,000,000.00
2013/09/25
2014/03/25
N0
Chongqing Jianshe Marketing Co.,Ltd.
28,570,000.00
2013/09/06
2014/03/06
N0
24,000,000.00
2013/10/30
2014/04/30
N0
Chongqing Jianshe Motorcycle Co., Ltd. Chongqing
Jianshe
Vehicle-used
Jianshe
Vehicle-used
Jianshe
Vehicle-used
Chongqing
Jianshe
Chongqing north Jianshe export-import Chongqing
trade Co. Ltd
Vehicle-used
Jianshe
Vehicle-used
Chongqing
Jianshe
Vehicle-used
Chongqing
Jianshe
Chongqing
Jianshe
Vehicle-used
Vehicle-used
(6)Assets transfer
Amount
Transaction
Related party names
Pricing policy
Amount
Chongqing
South
Motorcycle Co.,Ltd.
Sale of landing and
Warehouse
Assessment Value
146,725,600.00
Proportion of
like-transaction (%)
100.00
Note: In December 2013, according to the decisions of shareholder‘s committee, the main company transferred
the reserved land and buildings which is estimated to RMB 146,725,600 to South Motorcycle Ltd. And the land
and buildings belongs to the subsidiary-Air conditioner Ltd. As to 28th December 2013, the main company had
received all the price for transferring. Except the taxation and other expenses, the disposal income should be
recognized in 59,646,800. As to 31st March 2014, all the transfer procedures had been done.
(7)Balances of related party receivable and payable
a. Related party receivable
31 December 2013
Items
31 December 2012
Related party names
Balance
Bad debt provision
Bad debt
provision
Balance
Account
receivables
71,129,789.95
55,513,094.41
30,126,154.36
1,250,214.42
11,483,127.14
61,431.05
909,831.64
303,209.00
485,150.00
1,195,573.72
715,604.79
Zhuzhou Jianshe Yamaha Co. Ltd.
Notes
receivable
5,750,000.00
a)
218,669.00
Related party payable
Items
Related party names
31 December 2013
31 December 2012
Account payables
Chongqing Jianxing Machinery Manufacturing LLC.
4,225,048.61
3,247,126.39
8,677,721.45
7,769,373.39
9,151,010.24
Chongqing Tongsheng Jianshe Industrial Co., Ltd.
3,453,707.29
100,065.91
Jiangmen Qinqi South China motorcycle co., LTD
230,000.00
4,390,534.69
Other payables
3,165,080.41
Chongqing Fuyeda Property Management Co., Ltd
95,980.00
25,822.77
Chongqing Jianshe Engineering & Construction Company
45,143.99
45,143.99
(8)Other transactions involved in related parties
Financial business with Finance LLC. in Weapon Outfit Group
Transaction category
Transaction company
Bank deposits
Chongqing Jianshe Vehicle-used Air-conditioning LLC.
Chongqing north Jianshe Export-import trade Co. Ltd
Subtotal
31 December 2013
66,360,387.25
389,884.70
22,714.85
104,952.35
66,877,939.15
The balance of
Discount bank
acceptance
458,390,172.32
73,450,000.00
309,186,400.00
841,026,572.32
Subtotal
Loan
50,000,000.00
2013
756,344,052.31
Discount bank
87,300,000.00
acceptance of 2013
Subtotal
Interest payment
Subtotal
548,186,400.00
1,391,830,452.31
20,655,631.26
2,078,556.54
13,705,269.85
36,439,457.65
Ⅶ. Contingent events
July 17, 2013，Ningbo Zhenghai Yongzheng Investment Co. sued to the Fifth Intermediate People's Court of Chongqing, since
Chongqing Jianshe Motorcycle Co., Ltd. cannot liquidate Ningbo jianshe Motorcycle Manufacturing Co. Ltd, requirements liable
RMB 3,194,300.00, the case is heard at January 16, 2014,and then pending.
As to 31st December 2013, there is no other event should be announced.
Ⅷ.Commitments
The company did not have any significant commitments should be disclosed.
Ⅸ. Non-adjusting events after the balance sheet date.
The company did not have any significant non-adjusting events after the balance sheet date.
Ⅹ.Other important events
The company did not have any other significant matters should be disclosed.
Ⅺ. Notes to significant items of the parent company’s financial statements
1. Account receivables
(1)Account receivables displayed by aging analysis
31 December 2013
Book Balance
31 December 2012
Book Balance
Aging
Proportion
Amount
Proportion
（%）
1-6 months（including 6 months）
Proportion
Amount
4,771,202.79
Amount
Proportion
Amount
（%）
（%）
73.36
（%）
31,701,517.67
94.82
8,617.88
0.03
2,585.36
30.00
129,500.00
0.38
64,750.00
50.00
6-12 months
1－2 years(including 1 year）
2－3 years（including 2 years）
8,617.88
0.13
4,308.94
50.00
129,500.00
1.99
102,367.56
79.05
More than 5years（including 5 years）
1,594,979.70
24.52
1,594,979.70
100.00
1,594,979.70
4.77
1,594,979.70
100.00
total
6,504,300.37
100.00
1,701,656.20
26.16
33,434,615.25
100.00
1,662,315.06
4.97
(2) Account receivables displayed by category
31 December 2013
Balance
Provision
Category
Proportion
Amount
(%)
Amount
Proportion
(%)
1. Individual significant account receivables and individual
impairment test
6,504,300.37
100.00
1,701,656.20
26.16
6,504,300.37
100.00
1,701,656.20
26.16
3.Account receivables that individual insignificant but individual
impairment test
Total
31 December 2012
Balance
Provision
Category
Amount
Proportion
(%)
Amount
Proportion
(%)
1. Individual significant account receivables and individual
impairment test
33,434,615.25
impairment test
100.00
1,662,315.06
4.97
31 December 2012
Balance
Provision
Category
Proportion
Amount
Total
(%)
33,434,615.25
Proportion
Amount
100.00
(%)
1,662,315.06
4.97
(3)At 31 December 2013, there were no account receivables due from shareholders with voting rights of 5%
or above.
(4)Top 5 account receivables
Relationship with
Debtors
the Group
Proportion of
Amount
Account aging
other receivables
(%)
Joint venture
1,195,573.72
Within 6
months
18.38
Second
Third party
1,137,477.44
Within 6
months
17.49
Third
Third party
1,114,174.74
Within 5 years
17.13
Fourth
Third party
415,437.92
Within 5 years
6.39
Fifths
Third party
473,539.96
Within 6
months
7.28
——
66.67
First
——
Total
4,336,203.78
(5)Related parties of account receivables
Company
Relationship
Zhuzhou Jianshe Yamaha Motorcycle Co. Ltd
Amount
Joint venture
Proportion (%)
1,195,573.72
18.38
2. Other receivables
(1)Other Receivables displayed by aging analysis
31 December 2013
Book amount
31 December 2012
Provision
Book amount
Provision
Aging
Proportion
Amount
Amount
Proportion（%）
Amount
Proportion（%）
Amount
Proportion（%）
（%）
1-6 months (including 6
months）
6-12months
207,610,852.08
97.36
1,139,353.75
0.54
56,967.69
5.00
1－2years（including 1 year）
59,462,453.81
92.11
38,362.99
0.06
1,918.15
5.00
841,913.13
1.30
84,191.31
10.00
2 － 3years （ including 2
years）
266,173.85
0.12
79,852.16
30.00
3 － 4years （ including 3
years）
4 － 5years(
including
4
years）
Over 5 years（including 5
4,218,034.74
1.98
4,218,034.74
100.00
4,218,034.74
6.53
4,218,034.74
100.00
213,234,414.42
100.00
4,354,854.59
2.04
64,560,764.67
100.00
4,304,144.20
6.67
years）
Total
(2)Category of other receivables
31 December 2013
Balance
Category
Proportion
Amount
1.Individual
significant
account
receivables
and
Balance
(%)
Amount
Proportion
(%)
individual
impairment test
213,234,414.42
100.00
4,354,854.59
2.04
213,234,414.42
100.00
4,354,854.59
2.04
impairment test
Total
31 December 2012
Balance
Category
Balance
Proportion
Amount
(%)
Amount
Proportion
(%)
1.Individual significant account receivables and individual
impairment test
64,560,764.67
100.00
4,304,144.20
6.67
64,560,764.67
100.00
4,304,144.20
6.67
impairment test
Total
(3)At 31 December 2013, there were no other receivables due from shareholders with voting rights of 5% or
above.
(4)Top 5 other receivables
Debtors
Amount
195,768,549.05
Account aging
Proportion of other
Nature and content
receivables (%)
Within 6 months
91.81
Miscellaneous
Shenzhen jianshe Motorcycle Co. Ltd
3,013,664.00
Over 5 years
1.41
Miscellaneous
Shanghai Jianshe Motorcycle Co. Ltd
1,685,372.91
Within 6 months
0.79
Miscellaneous
Debtors
Amount
Account aging
Shanghai Yamaha Jianshe Motorcycle
Sales Co., Ltd.
Ningbo Jianshe
Chongqing office
Total
Proportion of other
Nature and content
receivables (%)
995,019.66
Within 6
months
0.47
Rental income
692,035.31
Over 5 years
0.32
Miscellaneous
——
94.80
202,154,640.93
(5)Related parties of account receivables
Company
Relationship
Amount
Proportion (%)
subsidiary
195,768,549.05
91.81
Shanghai Jianshe Motorcycle Co. Ltd
subsidiary
1,685,372.91
0.79
197,453,921.96
92.60
Total
3. Long-term equity investment
(1)Details of Long-term equity investment
Invested
companies
meth
od
Proportion of
shareholding
(%)
Proportion
of voting
right (%)
Original Cost
31 December
2012
changes
31 December
2013
154,699,622.03
311,387,759.56
1,542,481.56
312,930,241.12
50.00
50.00
15,000,000.00
215,710,320.08
269,627,961.66
7,728,804.30
277,356,765.96
50.00
50.00
14,000,000.00
67,316,539.87
79,585,647.42
859,817.31
80,445,464.73
49.00
49.00
1,470,000.00
3,000,000.00
2,959,154.47
-879,566.24
2,079,588.23
30.00
30.00
20,000,000.00
20,000,000.00
-3,570,269.85
16,429,730.15
23.5294
23.5294
460,726,481.98
683,560,523.11
5,681,267.08
689,241,790.19
225,000.00
225,000.00
225,000.00
45.00
100.00
12,000,000.00
12,000,000.00
12,000,000.00
100.00
100.00
provision
dividend
Joint venture
Chongqing Jianshe
Yamaha
Motorcycle Co.,
Ltd.
Equity
method
Zhuzhou Jianshe
Yamaha
Motorcycle
Co.
Ltd
Equity
method
Chongqing
Pingshan Taikai
carburetor
co.,
LTD
Equity
method
Associates
Chongqing
Tongsheng Jianshe
industrial Co. Ltd
Equity
method
Chongqing South
Motorcycle
Equity
metho
d
technology
development
Co.,Ltd.
Equity
method
subtotal
30,470,000.00
Subsidiary
Chongqing Jianshe
Motorcycle
marketing Co. Ltd
Cost
method
Chongqing Jianshe
Marketing
Cost
method
Invested
companies
31 December
2012
Original Cost
meth
od
changes
31 December
2013
Proportion of
shareholding
(%)
Proportion
of voting
right (%)
provision
dividend
Co.,Ltd.
.Chongqing North
Jianshe
export-import
trade Co. Ltd
Cost
method
Shanghai Jianshe
Motorcycle Co.,
Ltd.
Cost
method
Chongqing Jianshe
Automotive
air
conditioning Co.
Ltd
Cost
method
Ningbo
jianshe
Motorcycle
Manufacturing Co.
Ltd
Cost
method
57,443,527.88
57,443,527.88
57,443,527.88
95.14
100.00
8,160,000.00
8,976,000.00
8,568,000.00
51.00
51.00
70,000,000.00
70,000,000.00
70,000,000.00
43.75
100.00
8,160,000.00
1,140,915.04
1,140,915.04
51.00
51.00
Cost method
subtotal
155,988,527.88
149,785,442.92
-408,000.00
149,377,442.92
1,140,915.04
Total
616,715,009.86
833,345,966.03
5,273,267.08
838,619,233.11
1,140,915.04
-408,000.00
1,140,915.04
30,470,000.00
Note:
a.
Company holds a 45% stake from Chongqing Jianshe Motorcycle marketing Co. Ltd directly, indirectly through sales subsidiary
of Chongqing Jianshe Marketing Co., Ltd. holds 55% shares, holding 100% voting rights from Chongqing Jianshe Motorcycle
marketing Co. , Ltd;
b.
Company owned directly Chongqing North Jianshe export-import trade Co. Ltd 95.14% stake, through subsidiaries Chongqing
Jianshe Marketing Co.,Ltd. indirectly holds 4.86% shares, holding Chongqing North Jianshe export-import trade Co. Ltd 100%
voting rights;
c.
Company directly owning Chongqing Jianshe Automotive air conditioning Co. Ltd 43.75% stake, with Chongqing North
Jianshe export-import trade Co. Ltd indirectly holds 18.75% shares, indirectly through Chongqing Jianshe Marketing Co., Ltd.
holding 37.50% stake in Chongqing Jianshe Automotive air conditioning Co. Ltd 100% voting rights.
d.
According to the modified articles of association of the company and the shareholder‘s committee resolution of Chongqing
South Motorcycle technology researching and development Ltd., the registered capital of the company decreased from RMB
160,000,000 to RMB 85,000,000. The original strong shareholder-South Group released its subscribed shares. Other
shareholders will take the voting rights in their own shares rate. Thus the main company‘s share in Chongqing South Motorcycle
technology researching and development Ltd increased from 16.67% to 23.5294%. That means we have power to affect the
company‘s decision making and voting rights. The major effects could be made. The long-term investment of the company
should be calculated in equity method.
4. Operating revenue and operating costs
(1)Operating revenue and operating cost
Items
Others revenue
2013
2012
1,007,004,631.75
1,030,530,364.01
552,238,191.86
852,744,923.94
Items
2013
Operating costs
2012
1,443,415,205.50
1,847,453,206.58
(2) Operating activities displayed by industy
2013
2012
Project
Operating revenue
Industrial
Total
Operating costs
Operating revenue
Operating costs
1,007,004,631.75
959,279,713.15
1,030,530,364.01
1,010,074,165.18
1,007,004,631.75
959,279,713.15
1,030,530,364.01
1,010,074,165.18
(3)Ooperating activities displayed by product
2013
Product
2012
Main operating costs
Main operating costs
1,007,004,631.75
959,279,713.15
1,030,530,364.01
1,010,074,165.18
Total
1,007,004,631.75
959,279,713.15
1,030,530,364.01
1,010,074,165.18
Note：The main operations of the parent company are the internal sale to the subsidiaries (Chongqing Jianshe Marketing LLC. and
Chongqing Northern Jianshe Import and Export Trade LLC).
(4) Operating activities displayed by location
2013
2012
Location
Operating revenue
Operating costs
Operating revenue
Operating revenue
Domestic Sales Subtotal
868,401,102.23
849,475,059.32
844,056,271.93
837,516,534.57
Foreign Sales Subtotal
138,603,529.52
109,804,653.83
186,474,092.08
172,557,630.61
1,007,004,631.75
959,279,713.15
1,030,530,364.01
1,010,074,165.18
Total
(5) Top 5 of operating revenue
Product
Total
5.
Operating revenue
Proportion (%)
653,450,851.32
41.91
653,450,851.32
41.91
Investment income
(1)Details of investment displayed as followed
Items
2013
2012
Long-term equity investment income measured by cost method
Long-term equity investment income measured by equity method
Amortization of equity investment difference
Total
38,767,736.11
44,103,877.81
-408,000.00
-1,006,809.66
38,359,736.11
43,097,068.15
(2)Long-term equity investment income measured by equity method
Invested companies
2013
2012
2,320,017.31
2,114,508.36
16,542,481.56
28,562,156.85
21,728,804.30
13,662,387.69
Chongqing Tongsheng Jianshe Industrial Co., Ltd.
-879,566.24
-235,175.09
Chongqing South Motorcycle technology development Co., Ltd.
-944,000.82
38,767,736.11
Total
44,103,877.81
Note: There is no limitation on the investment income.
6. Supplementary materials of cash flows statement
Items
2013
2012
1、Net profit adjusted as cash flows from operating activities：
Net profit
7,494,483.42
-147,355,440.23
90,051.53
-1,675,191.83
48,245,079.16
48,561,825.65
12,843,745.80
10,305,051.97
2,739,209.37
2,501,958.30
-24,585,876.69
8,938.40
66,724,969.41
69,264,848.82
-38,359,736.11
-43,097,068.15
Add：asset impairment provision
Depreciation of fixed assets, consumption of petroleum and depreciation of
productive biological assets
Amortization of long-term prepaid expenses
Loss on disposal of fixed assets, intangible assets and other long-term assets
（Minus: gain）
Loss on scrap of fixed assets（Minus: gain）
Loss on fair value adjustment（Minus: gain）
Finance expenses (Minus: income)
Loss on investments（Minus: gain）
Decrease in deferred tax assets（Minus: increase）
Items
2013
2012
Increase in deferred tax liabilities（Minus: decrease）
Decrease in inventories（Minus: increase）
-4,040,695.17
-6,709,755.12
Decrease in operating receivables（Minus: increase）
32,426,565.18
67,775,628.96
-62,319,754.20
74,426,692.51
41,258,041.70
74,007,489.28
148,232,292.69
51,835,684.99
51,835,684.99
92,026,931.24
96,396,607.70
-40,191,246.25
Increase in operating liabilities（Minus: decrease）
Others
Net amount of cash flows from operating activities
2.Significant investments and raising funds not related to cash received or paid：
Liabilities transferred to capitals
Convertible bonds due within 1 year
Finance lease of fixed assets
3.Net change of cash and cash equivalents：
Closing balance of cash
Less：opening balance of cash
Add：closing balance of cash equivalents
less：opening balance of cash equivalents
Net increase in cash and cash equivalents
Ⅻ. Supplementary materials
1.
Details of non-recurring profit and loss
(1) Non-recurring profit or loss in this period：
Items
1．Gain or loss on disposal of non-current assets, including offsetting parts that are made provision of asset
impairment provision
Amount
59,607,568.30
2．Reviewed and approved beyond the power, or no formal approval document，or adventive refund of tax
and tax relief
3．Government grant recorded in gain or loss
49,942,210.00
4．Fund occupation fees of non-financial company recorded in gain or loss
5．Investment costs of subsidiary, associate and joint venture less than gains from fair value change of
identifiable net assets in invested companies
6．Gain or loss on exchange of non-monetary assets
7．Gain or loss on investment consigned to others or assets managed by others
8．Provision of asset impairment provision due to factors of beyond human control, such as natural
calamities
Notes
Items
Amount
Notes
9．Gain or loss on debt restructure
10．Enterprise reshuffle expenses
11．Gain or loss from the transaction of unfair trade price exceeding the fair value
12．Net gain or loss on subsidiaries from consolidation date to acquisition date under common control
13．Gain or loss on contingencies that are not related to the ordinary businesses of the company
14．Except the effective hedging related to the ordinary businesses, investment income gained from Gain or
loss on the change of the fair value of transactional financial assets and liabilities held, and investment
income gained from disposal of transactional financial assets and liabilities and available-for-sale financial
assets
15．Recovery of write-down provision for individual account receivable taken write-down test
16．Gain or loss obtained from entrusting loan
17．Gain or loss on the change of investment property‘s fair value by using the mode of fair value for
subsequent measurement
18．Effect of the one-off adjustment for gain or loss in accordance with the law and regulation of taxation
and accounting
19．Consignment income
20．Other non-operating income and expenses
1,450,995.27
21．Other gains or losses met with definition of extraordinary gain or loss
22．Effect of minority interest equity
-2,052.06
23．Effect of minority interest equity
-3,016.52
Total
2.
111,005,842.15
Return rate of net assets and earnings per share
earnings per share
Weighted average
Profit of reporting period
return on net assets（%）
Net profit attributable to shareholders of the Company
Basic earnings
Diluted earnings
per share
per share
8.13
0.101
0.101
-66.72
-0.829
-0.829
Net profit attributable to shareholders of the Company deduct
incidental profits
3.
The major abnormal situation and reasons in financial statements
Project analysis in which financial statements data changes by more than10% (including 10%), and account for the company to report,
the total assets of 5% (including 5%) or total operating income more than 5% (including 5%) during the reporting period.
Reason of
Item
31 December 2013
31 December 2012
Change rate
changing
Cash and cash
388,314,602.28
456,794,093.39
-14.99%
note1
Short-term loan
896,805,047.85
756,115,520.89
18.61%
note2
Capital surplus
960,515,317.59
602,880,517.59
59.32%
note3
Selling expenses
106,469,132.36
127,944,188.12
-16.78%
note4
Non-operating income
111,961,580.72
3,902,269.01
2769.14%
note5
equivalents
Note1: Main reason of decreasing in Cash and cash equivalents is the decrease of maturing of bank acceptance
draft and paper margin.
Note2: Main reason of increase in Short-term loan is the business acceptance note discount and domestic letter of
credit negotiation increase by RMB 128 million.
Note3: Main reason for Capital surplus growth: the company ratio of 4:1 to all shareholders Reduction of shares,
the registered capital decreased from RMB 477.50 million to RMB 119.375 million, a decrease of the registered
capital transferred to the Capital surplus resulting in an increase of RMB 358.125 million.
Note4: Main reason of decrease in selling expenses is that the domestic motorcycle market tough, and the
fluctuant selling expenses decreased. According to the tough motorcycle market, the company gradually adjusted
Marketing and Export and Import Companies. Decreasing redundant employees led the decrease of selling
expenses.
Note5: Main reason of increase in non-operating income, is that the disposal income of land and building was
RMB 59,646,800 during 2013. The government grant from Bureau of Finance in Chongqing Banan District and
Bureau of Finance in Chongqing Jiulongpo District was received. The total amount was RMB 46,991,900.
XIII. Approval of the financial statements
The financial statements have been approved by the board of directors of the Company at 24 April 2014.
24 April 2014
Chapter XI. Documents for Reference
1. Annual Report carrying personal signature and seal of the Chairman of the Board;
II. Financial Statements with signatures of the legal representative, the financial officer, and accounting manager.
III. Original copy of the Auditors‘ Report with the seal of the CPA and signed by the certified accountants (信会师
报字[2014]第 710728 号).
IV. All of the originals of the Company‘s documents and public notices publicized by the presses designated by
China Securities Regulatory Commission in the report period;
V. Verification Report on Capital Appropriation by Holding Shareholders and Related Parties issued by the CPA
(信会师报字[2014]第 710725 号).
VI. Auditors‘ Report on Internal Control System 2012 by the CPA (信会师报字[2014]第 710727 号).
VII. Special Statements on Financial Transactions, e.g. Bank Savings and Loans, with Related Parties (信会师报
字[2014] 第 710726 号)

Chongqing Jianshe Motorcycle Co., Ltd.

Transcription

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