Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016
Stock code: 200054 Stock Abbreviation: Jianmo B Announcement No.: 2016-045
Chongqing Jianshe Motorcycle Co., Ltd.
The First Quarterly Report 2016
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Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016
1 Important notes
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
Quarterly Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and
completeness of the Quarterly Report.
All of the directors presented the board meeting at which this Quarterly Report was examined.
Mr. Li Huaguang, The Company Leader, Mr.Xue Gangyi , Chief financial officer and the Ms.Niu Yanli, the person
in charge of the accounting department (the person in charge of the accounting )hereby confirm the authenticity
and completeness of the financial report enclosed in the report.
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Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016
II. Main financial data and changes of shareholders
I.Main financial data and financial index
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed
and accounting error correction or not.
□ Yes √ No
Changes of this period over
This period Same period of last year
same period of last year(%)
Operating income(RMB) 208,588,488.00 355,351,388.28 -41.30%
Net profit attributable to the shareholders
4,399,465.71 -16,904,008.56 -126.03%
of the listed company(RMB)
Net profit after deducting of non-recurring
gain/loss attributable to the shareholders of 4,348,808.64 -17,459,103.30 -124.91%
listed company(RMB)
Cash flow generated by business operation,
24,195,604.08 5,981,111.44 304.53%
net(RMB)
Basic earning per share(RMB/Share) 0.0369 -0.1416 -126.03%
Diluted gains per
0.0369 -0.1416 -126.03%
share(RMB/Share)(RMB/Share)
Weighted average return on equity
1.70% -190.59% 192.29%
(%)
Changes of this period-end
End of this period End of last period over same period-end of last
year(%)
Gross assets(RMB) 1,364,672,524.54 1,311,765,831.44 4.03%
Net assets attributable to the shareholders
260,515,551.23 256,116,085.51 1.72%
of the listed company(RMB)
Items and amount of non-current gains and losses
√ Applicable □ Not applicable
In RMB
Amount (Year-beginning to
Items Notes
the end of the report period.)
Govemment subsidy recognized in currentgain and loss(excluding
those closely related to the Company’s business and granted 71,000.00
under the state’s policies)
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Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016
Other non-business income and expenditures other than the above -20,342.93
Total 50,657.07 --
For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on
information disclosure for Companies Offering their Securities to the Public-Non-recurring Gains and Losses and
its non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on information Disclosure
for Companies offering their securities to the public-non-recurring Gains and losses which have been defined as
recurring gains and losses, it is necessary to explain the reason.
□ Applicable√ Not applicable
None of Non-recurring gain /loss items recognized as recurring gain /loss/items as defined by the information
disclosure explanatory Announcement No.1- Non –recurring gain/loss in the report period.
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Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016
II. Total Shareholders and Shares Held by Top Ten Shareholders at the End of the Reporting
Period
1. About Total Common Shareholders, Total Preference Shareholders with the Voting Power Recovered
and the Shares Held by Top Ten Common Shareholders
In shares
Total preference shareholders with the
Total number of common
8,475 voting power recovered at the end of 0
shareholders at the period-end
the reporting period(if any)
Shares held by the top 10 shareholders
Amount of Pledging or freezing
Properties of Share tradable shares
Shareholder name Quantity Status of the
shareholder proportion % with Conditional Quantity
shares
held
China Military Equipment State-owned legal
71.13% 84,906,250 84,906,250
Group Co., Ltd. person
Domestic natural
Gu Zuocheng 1.86% 2,218,750 2,218,750
person
Domestic
Anhui Hengsheng Economic
non-state-owned legal 1.47% 1,750,000 1,750,000
Development Group Co., Ltd.
person
Domestic natural
Feng Yonghui 0.42% 500,000 500,000
person
Domestic natural
Liu Dan 1.05% 1,249,401 0
person
Domestic natural
Chen Xinqiang 0.52% 625,000 0
person
Domestic natural
Xu Yuanhui 0.50% 600,989 0
person
Domestic natural
Xie Qingjun 0.44% 527,850 0
person
Domestic natural
Zhang Meilan 0.43% 513,560 0
person
CREDIT SUISSE (HONG
Overseas legal person 0.39% 467,960 0
KONG) LIMITED
Shares held by the Top 10 Shareholders of Non-restricted shares
Number of the Share type
Shareholders’ Names
non-restricted shares held Share type Quantity
Liu Dan 1,249,401 Foreign shares placed in domestic exchange 1,249,401
Chen Xinqiang 625,000 Foreign shares placed in domestic exchange 625,000
Xu Yuanhui 600,989 Foreign shares placed in domestic exchange 600,989
Xie Qingjun 527,850 Foreign shares placed in domestic exchange 527,850
Zhang Meilan 513,560 Foreign shares placed in domestic exchange 513,560
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Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016
CREDIT SUISSE
(HONG KONG) 467,960 Foreign shares placed in domestic exchange 467,960
LIMITED
Feng Yongxia 398,575 Foreign shares placed in domestic exchange 398,575
Yu Lingfeng 350,525 Foreign shares placed in domestic exchange 350,525
Wang Xianfeng 343,420 Foreign shares placed in domestic exchange 343,420
Zhang Huaian 330,000 Foreign shares placed in domestic exchange 330,000
Explanation on There isn‘t any associated relationship between the sponsoring shareholder and the other shareholders
associated relationship among the top-10 list. None of them are regarded as Acting in concert‘ in accordance with The rules of
among the aforesaid information disclosure on change of shareholding.‘ Foreign shareholders are unknown for their condition
shareholders of Associated relationship‘ and Acting in concert‘.
Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a
buy-back agreement dealing in reporting period.
□ Yes √ No
The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company
have no buy –back agreement dealing in reporting period.
2.Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of the
report period
□ Applicable √Not applicable
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Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016
III. Significant Events
I. Particular about large-margin change of main accounting statement item and financial index and its
reason.
√ Applicable □ Not applicable
The reporting period, compared with the beginning of prepayments increase of 8.93 million yuan, an increase of
96%, mainly due to the air-conditioning company purchased the imported parts and equipment led to increased
prepayments; main income statement indicators fell major asset reorganization, the current consolidation scope
changes (last year including motorcycles business).
II. The progress of significant events and influence, as well as the analysis and explanation on
resolving proposal.
√ Applicable □ Not applicable
For the progress situation and explanation of financial institute’s debt transfer
involved with the significant asset reorganization implemented by the Company in 2015,
please refer to the ponit 9 of this report
III. Commitments finished in implementation by the Company, shareholders, actual controller, acquirer,
directors, supervisors, senior executives or other related parties in the reporting period and commitments
unfinished in implementation at the end of the reporting period
√ Applicable □ Not applicable
Time of
Commitment Period of
Commitment Type Contents making Fulfillment
maker commitment
commitment
The reason
why listed
companies
offer external
After the
guarantee is
guarantee
Commitments that the
period
on horizontal conditioning
stipulated in
Jianshe competition, company,as
Commitment made upon the assets October 20, the contract
Mechanical related the subsidiary
replacement 2015 expires, the
and electrical transaction corporation of
above
and capital Jianshe stock ,
financing
occupation provided
assurance will
credit
be lifted
guarantee 186
million yuan
for its parent
company’
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Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016
bank loan.
And as the
relevant
liabilities of
Jianshe
stock’s
motorbike
business has
been
transferred
into Jianshe
Mechanical
and
Electrical ,
corresponding
secured party
should be
Jianshe
Mechanical
and
Electrical .Mo
reover,Jianshe
Stock
provided
credit
guarantee 30
million yuan
for the
wholly-owned
subsidiary, the
sales
company, after
this
transaction,
Jianshe
Mechanical
and
Electrical ,
whose’ sales
company is
subsidiary
corporation of
Construction
and
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Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016
Mechanical
and
Electrical ,
will be
wholly-owned
subsidiaries
under Military
Equipment
Group
control.Above
-mentioned
the guarantees
formed the
external
guarantees of
the
conditioning
company,
which has
gained the
permission
from the
company’s
general
meeting of
stockholders.
Jianshe stock
and the
conditioning
company has
made promise
respectively
on October
20, 2015,after
guarantee
expires in the
guarantee
period, above
financing
guarantee will
be lifted . For
the Jianshe
stock’s
guarantee for
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Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016
the sales
company,
Mechanical
and Electrical
has promised
that it will
ensure the
debtor to
repay its
creditors to
protect listed
company’s
legal interests,
and if there
are any loss
for the listed
company,Jians
hed
Mechanical
and Electrical
will give first
dollar
coverage for
Jianshe stock.
And Jianshe
Mechanical
and Electrical
has presented
Commitment
to provide
counter
guarantee
after the
reorganization
about above
related-party
guarantee.1,
after the sales
of substantial
assets and the
relevant
matters of
related-party
guarantee
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Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016
provided by
Jianshe stock,
which has
been approved
by general
meeting of
stockholders
of Jianshe
stock the
company will
provide the
equal counter
guarantee for
Jianshe stock
2.If the
company
violates the
above pledge
and caused
any damages
or negative
effects for
Jianshe
stock,the
Company will
assume full
financial
responsibility
and liability.
If the commitments failed to complete
the execution when expired, should
specifically explain the reasons of Yes
unfulfillment and the net stage of the
working plan
IV. Anticipation of Business Performance from January to June, 2016
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.
□ Applicable √Not applicable
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Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016
V Securities investments
□ Applicable √ Not applicable
No such cases in the Reporting Period
VI. Investment in derivatives
□ Applicable √Not applicable
No such cases in the Reporting Period
VII. Reception of investigations, communications, or interviews
√ Applicable □ Not applicable
Way of Types of
Reception time Basic index
reception visitors
Q: When will the Company issue the earnings pre-announcement?
January 12,2016 By phone A: The earnings pre-announcement of 2015 will be completed by the end of this
month.
Q:Has the implementation of the Company’s significant asset reorganization
completed?
A:Up to now, the Company has completed the changes procedure in registration
January 29,2016 By phone Individual
of Jianshe Mechanical and Electrical and has received the deal payment from
Military Equipment Group. The asset transfer and the transfer of creditor’s
rights and liability related with this reorganization are being orderly promoted.
Q: What’s the progress of CRSC’s application for exempting the tender offer
obligation of Jianshe Mechanical and Electrical?
A: On January 26, 2016, Jianshe Mechanical and Electric received “Reply on
February 1,2016 By phone Individual Approving Exempting Chongqing Jianshe Jianshe Mechanical and Electrical
Co., Ltd.’s tender offer obligation of Chongqing Jianshe Motorcycle Co.,
Ltd.”from CSRC, see details at the announcement published by the Company on
January 29, 2016.
Q: At this sales of significant asset, all motorcycle capital was offered for sales,
but why Shangjian Jianshe was kept?
A:At present, Shanghai Jianshe has engaged in the production and sales of
February 16,2016 By phone Individual
moped, moreover, the Company has a plan of disposing the holding share rights
of Shanghai Jianshe, thus which has not been included in the reorganization
scope.
VIII. External guarantee get out of line
□ Applicable √Not applicable
The Company has no external guarantee get out of the line in the Period
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Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016
IX. Controlling shareholder and its related parties occupying non-business capital of the listed company
√ Applicable □ Not applicable
In RMB’0000
The total
The newly amount of
Shareholder Amount at Amount at Expected Expected Expected
Time increased reimbursem
sorassociate Reasons the the end of repayment amountof payback
occupied occupancy ent in the
sname beginning period method payment time(month)
amount reimbursem
ent
Business
Repaid on
Import and December and Cash
62.17 0 62.17 3,461.67 March 31,
Export Co. 31,2015 financial Settlement
2016
dealings
Jianshe
Repaid on
mechanical December Financial Cash
3,461.67 0 3,461.67 April 26,
and 31,2015 dealings Settlement
2016
electrical
Financial
debt
restructurin
g process is
Jianshe
not yet
mechanical December December
completed 21,399.2 0 0 21,399.2 Other 3,461.67
and 31,2015 31,2016
the
electricalD
procedures
for
transferring
formed
Total 24,923.04 0 62.17 24,860.87 -- 3,461.67 --
The end of the latest issue of the total
value of accounts audited net assets 97.07%
ratio
Relevant decision-making procedures 截止 2016 年 4 月 26 日已全部偿还完。
公司重大资产重组工作经 2015 年 11 月 17 日公司 2015 年第一次临时股东大会审议通
Add the current major shareholder and
过后实施。本次资产重组将公司摩托车业务涉及的主要资产和债务剥离至建设机电并
its affiliated non-operating capital
将其转让给兵装集团,其中应转移的金融机构债务总计为 80,750 万元。因本次资产重
occupation reasons, the case be held
组工作涉及的资产及债务转移工作体量较大,时间较紧。且部分金融机构的审批流程
responsible and the Board has
长,截至 2016 年 4 月 30 日,已完成金融机构债务转移共计 59,350 万元。尚有 21,400
developed a description of measures
万元的金融机构债务转移正在办理过程中。一、对未转移金融机构债务的风险说明经
taken.
立信会计师事务所审计,截至 2016 年 4 月 30 日,公司未转移的金融机构债务共计
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Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016
21,400 万元,暂作了其他应收款的账务处理。根据公司与建设机电签署的《资产负债
注入安排协议》(详见 2015 年 11 月 11 日披露于巨潮咨询的关于公司重大资产重组的
相关公告)约定:双方最晚不得迟于 2016 年 12 月 31 日完成资产及债务的转移手续,
且因上述债务均为未到期债务,公司无需偿付且金融机构也未追缴,并未形成资金流,
也不存在公司代建设机电偿还债务的情形,此账务的处理不构成建设机电对公司的实
质性的非经营性资金占用。为此,公司董事会认为,尚未完成转移的金融机构债务仅
是公司的暂时的账务处理,不会对公司形成债务风险。二、金融机构债务转移的后续
措施自重组实施以来,公司与建设机电一直遵循《资产负债注入安排协议》的约定有
序推进相关的资产过户及债务转移工作。将于 2016 年 12 月 31 日到期前完成相关资
产债务的转移工作。在此期间,若遇债权人要求公司清偿的,应由建设机电直接向债
权人清偿或者由建设机电通过公司向债权人清偿。若必须由公司履行的,建设机电应
承担公司因履行债务遭受的全部损失。到期后仍未完成上述债务转移,建设机电将对
未转移且已到期的债务额度向公司支付该笔款项。
Failed to explain measures planned
liquidation of non-operating capital
occupation reasons, conditions and Not applicable
accountability of the Board of
Directors proposed action
Disclosure date for specific approval
April 30,2016
opinion on fund occupation from CPA
Refer to www.cninfo.com.cn on April 30, 2016, Announcement No. 2016-041 ,Chongqing
Disclosure index for specific approval
Jianshe Motorcycle Co., Ltd. the Statement of Special Auditing on Capital Appropriation by
opinion on fund occupation from CPA
Holding Shareholder or Related Parties
Chongqing Jianshe Motorcycle Co., Ltd.
Chairman of the board:Li Huaguang
April 27,2016
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