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特 力B:2009年第一季度报告(英文版)2009-04-20  

						ShenZhen Tellus Holding Co., Ltd. The 1st Quarterly Report for 2009(Full Text)



    

    1

    

    ShenZhen Tellus Holding Co., Ltd.

    

    The 1st Quarterly Report for 2009

    

    (Full Text)

    

    §1. Important Notice

    

    1.1 Board of Directors and the Supervisory Committee of ShenZhen Tellus Holding Co., Ltd.

    

    (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby

    

    confirm that there are no any fictitious statements, misleading statements, or important omissions

    

    carried in this report, and shall take all responsibilities, individual and/or joint, for the reality,

    

    accuracy and completion of the whole contents.

    

    1.2 The Financial Report For the 1st Quarterly of the Company has not been audited by CPAs.

    

    1.3 Principal of the Company Zhang Ruili, Person in Charge of Accounting Works Cheng Peng, and

    

    Person in Charge of Accounting Organ (Accounting Supervisor) Fu Bin hereby confirm that the

    

    Financial Report enclosed in the 1st Quarterly Report is true and complete.

    

    §2. Company Profile

    

    2.1 Main Accounting Data and Financial Indexes:

    

    Unit: RMB

    

    At the end of the report

    

    period At the end of the last year Changes of

    

    increase/decrease (%)

    

    Total assets 610,272,189.09 614,544,088.77 -0.70%

    

    Equity attributable to owners of

    

    the parent company 156,207,117.49 163,709,500.27 -4.58%

    

    Share capital 220,281,600.00 220,281,600.00 0.00%

    

    Net asset per share attributable to

    

    owners of the parent company 0.709 0.743 -4.58%

    

    In the report period The same period of last

    

    year

    

    Changes of

    

    increase/decrease (%)

    

    Total operating income 94,679,334.58 203,753,029.96 -53.53%

    

    Net profit attributable to owners

    

    of the parent company -7,799,504.02 -3,491,240.49 -123.40%

    

    Net cash flow arising from

    

    operating activities 10,644,838.47 14,043,818.51 -24.20%

    

    Net cash flow arising from

    

    operating activities per share 0.048 0.064 -25.00%

    

    Basic earnings per share -0.0354 -0.0158 -123.40%

    

    Diluted earnings per share -0.0354 -0.0158 -123.40%

    

    Return on equity -4.99% -2.30% -2.69%

    

    Return on equity after deducting

    

    the non-recurring losses and

    

    gains

    

    -5.70% -2.14% -3.56%

    

    Items of non-recurring gains and losses Amount in year-begin to

    

    the end of report period

    

    Losses/gains from the disposal of non-current asset(Non-equity assets) 67,269.31

    

    Losses/gains from debt restructuring 1,008,578.13

    

    Net amount of non-operating income and expenditure 7,484.00

    

    Funds occupied capital received from non-financial enterprises reckoned into current

    

    losses/gains 18,749.99

    

    Total 1,102,081.43

    

    Explanations on items of non-recurring gains and lossesShenZhen Tellus Holding Co., Ltd. The 1st Quarterly Report for 2009(Full Text)

    

    2

    

    Naught

    

    2.2 Total number of shareholders at the end of the report period and shares held by the top ten

    

    shareholders with unrestricted conditions

    

    Unit: Share

    

    Total number of shareholders

    

    at the end of report period 18,440

    

    Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions

    

    Full Name of shareholder

    

    Amount of tradable shares with

    

    unrestricted conditions held at the

    

    end of report period

    

    Type of shares

    

    SHENZHEN SDG CO., LTD. 131,283,504 RMB ordinary shares

    

    BOCI SECURITIES LIMITED 902,292 Domestically listed foreign shares

    

    JIANG XIN YUAN 540,800 Domestically listed foreign shares

    

    THE FISRT SHANGHAI SECURITIES

    

    CO., LTD. 454,200 Domestically listed foreign shares

    

    ZHANG ZI BIN 444,839 RMB ordinary shares

    

    YE YING 440,000 RMB ordinary shares

    

    HE XIN 422,800 Domestically listed foreign shares

    

    SONG YING JIE 381,688 RMB ordinary shares

    

    YIN XIAO WEI 381,600 RMB ordinary shares

    

    LONG KE YI 363,538 RMB ordinary shares

    

    §3. Significant events

    

    3.1 Particulars about material changes in items of main accounting statement and financial index,

    

    and explanations of reasons

    

    √Applicable □Inapplicable

    

    Item Jan. to Mar., 2009 Jan. to Mar., 2008 Increase or

    

    decrease amount

    

    Scope of

    

    increase or

    

    decrease (%)

    

    Operation income 94,679,334.58 203,753,029.96 -109,073,695.38 -53.53%

    

    Operation cost 79,515,375.80 182,435,459.99 -102,920,084.19 -56.41%

    

    Sales expense 4,903,947.49 10,697,481.84 -5,793,534.35 -54.16%

    

    Financial expense 2,410,624.86 3,634,645.45 -1,224,020.59 -33.68%

    

    Investment income -947,253.00 2,603,781.34 -3,551,034.34 -136.38%

    

    Non-operating income 1,093,836.91 44,703.16 1,049,133.75 2346.89%

    

    Net profit -7,799,504.02 -3,491,240.49 -4,308,263.53 -123.40%

    

    Main reasons for great decline on net profit compared to that of the same period of last year:

    

    1. Main reasons for decrease of income were: the Company did not take Shenzhen Biaoyuan

    

    Automobile Co., Ltd. into consolidation scope; furious competition in automobile market and auto

    

    sales declined.

    

    2. Operation cost and sales expense correspondingly decreased due to the decrease of operation

    

    income.

    

    3. Financial expense decreased mainly due to the decrease of borrowing principal.

    

    4. Investment income decreased mainly due to that income from share-participation enterprises

    

    decreased measured by equity method.

    

    5. Increase of non-operating income mainly came from income from debt restructuring.ShenZhen Tellus Holding 

Co., Ltd. The 1st Quarterly Report for 2009(Full Text)

    

    3

    

    3.2 Analysis and explanation of significant events and their influence and solutions

    

    □Applicable √Inapplicable

    

    3.3 Implementations of commitments by the Company, shareholders and actual controller

    

    √Applicable □Inapplicable

    

    Commitments Content of commitments Implementation

    

    Commitments for Share

    

    Merger Reform

    

    To effectively boost the core management team and business

    

    backbones for long, SDG would take out its shares, not

    

    exceeding 10% in total number after the Share Merger Reform,

    

    and apply them to the boost of the management team. The shares

    

    would be sold to the Company’s management team over 3 years,

    

    with the selling price being the net asset value per share audited

    

    during the period nearest to the implementation. Before the

    

    implementation of the promoting plan by share selling each year,

    

    the management team must prepay the Company a risk

    

    responsibility fund, i.e. 20% of the planned selling price; Should

    

    the work of the performance examination set by the Board failed

    

    to be finished, the paid risk responsibility fund would not be

    

    refunded and shall be owned by the Company. Detailed rules

    

    concerning the limitations on the management team, such as the

    

    subscription conditions and risk responsibility fund, and boost

    

    plans would be set by the Board and submitted to relevant

    

    departments for approval. The implementation of the shares for

    

    promoting would be conducted strictly according to relevant laws

    

    and regulations, and the circulation conditions of these shares

    

    would be in conformity with relevant regulations set by the

    

    Shenzhen Stock Exchange.

    

    Under the

    

    implementation

    

    Commitments on share

    

    restriction for trading

    

    Within 36 months since the day the reform plan starts to take

    

    effect, SDG would not list at Shenzhen Stock Exchange and sell

    

    the ST Tellus it held (except for the shares used to promote the

    

    management team of Tellus).

    

    Have been

    

    implemented

    

    Commitments made in

    

    Acquisition Report or

    

    Reports on Change in

    

    Interests

    

    Naught Naught

    

    Commitments made in

    

    Material Assets

    

    Reorganization

    

    Naught Naught

    

    Commitments made in

    

    issuing Naught Naught

    

    Other commitments

    

    (including additional

    

    commitments)

    

    Naught Naught

    

    3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report

    

    period to be loss probably or the warning of its material change compared with the corresponding

    

    period of the last year and explanation of reason

    

    □Applicable √Inapplicable

    

    3.5 Other significant events which need explanations

    

    3.5.1 Particulars about securities investment

    

    √Applicable □Inapplicable

    

    Unit: RMB

    

    No. Securities Stock code Short form of Initial Amount Book value at Total Gains andShenZhen Tellus Holding 

Co., Ltd. The 1st Quarterly Report for 2009(Full Text)

    

    4

    

    kinds the stock investment

    

    amount

    

    (RMB)

    

    held

    

    (Share)

    

    period-end

    

    (RMB)

    

    investment

    

    proportion

    

    of securities

    

    in

    

    period-end

    

    (%)

    

    losses in report

    

    period

    

    (RMB)

    

    1 Stock 600036

    

    China

    

    Merchants

    

    Bank

    

    60,581.05 78,812.00 1,255,475.16 100.00% 297,121.24

    

    Other stock investment held at the end of

    

    report period 0.00 - 0.00 0.00% 0.00

    

    Gain/loss of the sold securities investment in

    

    the report period - - - - 0.00

    

    Total 60,581.05 - 1,255,475.16 100% 297,121.24

    

    Explanations on securities investment

    

    Naught

    

    3.5.2 Registration form for receiving research, communication and interview in the report period.

    

    In the report period, there were no receptions from the investors such as spot research, telephone

    

    communications and written enquiries.

    

    3.5.3 Particulars about the explanations on other significant events

    

    □Applicable √Inapplicable

    

    §4. Appendix

    

    4.1 Balance sheet

    

    Prepared byShenZhen Tellus Holding Co., Ltd. March 31, 2009 Unit: RMB

    

    Balance at Items Merger pePriaorde-netn Cd ompany MerBgaelra n ce at yePara-rbeengt iCn ompany

    

    Current assets:

    

    Monetary funds 40,290,112.55 627,766.71 39,674,670.71 585,403.42

    

    Settlement provisions

    

    Capital lent

    

    Transaction finance asset

    

    Notes receivable

    

    Accounts receivable 13,779,337.03 12,965,748.61

    

    Accounts paid in advance 21,273,408.34 7,569,033.13

    

    Insurance receivable

    

    Reinsurance receivables

    

    Contract reserve of

    

    reinsurance receivable

    

    Interest receivable

    

    Dividend receivable

    

    Other receivables 25,771,840.83 36,282,835.65 17,496,636.48 28,129,856.31

    

    Purchase restituted finance

    

    asset

    

    Inventories 29,539,698.39 51,262,965.42

    

    Non-current asset due within

    

    one year

    

    Other current assets

    

    Total current assets 130,654,397.14 36,910,602.36 128,969,054.35 28,715,259.73

    

    Non-current assets:ShenZhen Tellus Holding Co., Ltd. The 1st Quarterly Report for 2009(Full Text)

    

    5

    

    Granted loans and advances

    

    Finance asset available for

    

    sales 1,255,475.16 1,255,475.16 958,353.92 958,353.92

    

    Held-to-maturity securities 121,300.00 1,051,300.00

    

    Long-term account

    

    receivable

    

    Long-term equity investment 138,344,534.26 356,035,641.13 139,218,587.26 356,957,694.13

    

    Investment property 122,774,662.45 70,003,876.20 124,071,906.35 70,745,180.16

    

    Fixed assets 187,519,044.82 21,666,344.94 190,592,017.58 21,929,555.35

    

    Construction in progress

    

    Engineering material

    

    Disposal of fixed asset

    

    Productive biological asset

    

    Oil and gas asset

    

    Intangible assets 232,693.36 232,693.36 244,023.34 244,023.34

    

    Expense on Research and

    

    Development

    

    Goodwill

    

    Long-term expenses to be

    

    apportioned 1,145,277.08 14,655.61 1,214,041.15 18,037.72

    

    Deferred income tax asset 28,224,804.82 12,076,726.82 28,224,804.82 12,076,726.82

    

    Other non-current asset

    

    Total non-current asset 479,617,791.95 461,285,413.22 485,575,034.42 462,929,571.44

    

    Total assets 610,272,189.09 498,196,015.58 614,544,088.77 491,644,831.17

    

    Current liabilities:

    

    Short-term loans 126,867,608.12 65,111,598.12 133,511,834.70 79,711,329.70

    

    Loan from central bank

    

    Absorbing deposit and

    

    interbank deposit

    

    Capital borrowed

    

    Transaction financial

    

    liabilities

    

    Notes payable 1,194,477.04

    

    Accounts payable 34,283,440.37 1,554.00 31,910,199.64 1,554.00

    

    Accounts received in

    

    advance 3,137,684.36 5,147,850.02

    

    Selling financial asset of

    

    repurchase

    

    Commission charge and

    

    commission payable

    

    Wage payable 7,184,584.92 1,216,360.18 9,576,937.52 1,381,270.28

    

    Taxes payable 9,942,863.76 1,566,633.07 6,676,027.32 1,580,143.33

    

    Interest payable

    

    Dividend payable

    

    Other accounts payable 142,152,550.12 227,855,143.25 130,578,197.83 203,603,126.36

    

    Reinsurance payables

    

    Insurance contract reserve

    

    Security trading of agency

    

    Security sales of agency

    

    Non-current liabilities due

    

    within 1 year

    

    Other current liabilities

    

    Total current liabilities 323,568,731.65 295,751,288.62 318,595,524.07 286,277,423.67

    

    Non-current liabilities:

    

    Long-term loans 12,800,000.00 14,600,000.00ShenZhen Tellus Holding Co., Ltd. The 1st Quarterly Report for 2009(Full Text)

    

    6

    

    Bonds payable

    

    Long-term account payable 4,209,595.37 4,209,595.37

    

    Special accounts payable

    

    Projected liabilities 87,568,728.57 87,568,728.57 87,568,728.57 87,568,728.57

    

    Deferred income tax liabilities 2,583,414.85 179,554.57 2,583,414.85 179,554.57

    

    Other non-current liabilities

    

    Total non-current liabilities 107,161,738.79 87,748,283.14 108,961,738.79 87,748,283.14

    

    Total liabilities 430,730,470.44 383,499,571.76 427,557,262.86 374,025,706.81

    

    Owner’s equity (or shareholders’

    

    equity):

    

    Paid-in capital (or share

    

    capital) 220,281,600.00 220,281,600.00 220,281,600.00 220,281,600.00

    

    Capital public reserve 7,459,803.05 5,494,521.77 7,162,681.81 5,197,400.53

    

    Less: Inventory shares

    

    Surplus public reserve 2,952,586.32 2,952,586.32 2,952,586.32 2,952,586.32

    

    Provision of general risk

    

    Retained profit -74,486,871.88 -114,032,264.27 -66,687,367.86 -110,812,462.49

    

    Balance difference of

    

    foreign currency translation

    

    Total owner’s equity attributable

    

    to parent company 156,207,117.49 114,696,443.82 163,709,500.27 117,619,124.36

    

    Minority interests 23,334,601.16 23,277,325.64

    

    Total owner’s equity 179,541,718.65 114,696,443.82 186,986,825.91 117,619,124.36

    

    Total liabilities and owner’s

    

    equity 610,272,189.09 498,196,015.58 614,544,088.77 491,644,831.17

    

    4.2 Profit statement

    

    Prepared byShenZhen Tellus Holding Co., Ltd. Jan.-Mar., 2009 Unit: RMB

    

    Amount i Items Merger n thiPsa preenrito Cd ompany MerAgmero u nt in lasPta preenrito Cd o mpany

    

    I. Total operating income 94,679,334.58 3,039,363.19 203,753,029.96 3,218,368.68

    

    Including: Operating income 94,679,334.58 3,039,363.19 203,753,029.96 3,218,368.68

    

    Interest income

    

    Insurance gained

    

    Commission charge and

    

    commission income

    

    II. Total operating cost 102,476,984.43 5,301,921.97 210,595,287.96 5,855,120.03

    

    Including: Operating cost 79,515,375.80 956,854.20 182,435,459.99 993,599.56

    

    Interest expense

    

    Commission charge and

    

    commission expense

    

    Cash surrender value

    

    Net amount of expense of

    

    compensation

    

    Net amount of withdrawal

    

    of insurance contract reserve

    

    Bonus expense of

    

    guarantee slip

    

    Reinsurance expense

    

    Operating tax and extras 865,690.58 158,046.89 881,936.33 167,355.17

    

    Sales expenses 4,903,947.49 10,697,481.84

    

    Administration expenses 14,781,345.70 3,049,575.38 12,945,764.35 3,084,929.24

    

    Financial expenses 2,410,624.86 1,137,445.50 3,634,645.45 1,609,236.06

    

    Losses of devaluation ofShenZhen Tellus Holding Co., Ltd. The 1st Quarterly Report for 2009(Full Text)

    

    7

    

    asset

    

    Add: Changing income of

    

    fair value(Loss is listed with

    

    “-”)

    

    Investment income (Loss

    

    is listed with “-”) -947,253.00 -947,253.00 2,603,781.34 2,523,750.00

    

    Including: Investment

    

    income on affiliated company

    

    and joint venture

    

    Exchange income (Loss is

    

    listed with “-”)

    

    III. Operating profit (Loss is

    

    listed with “-”) -8,744,902.85 -3,209,811.78 -4,238,476.66 -113,001.35

    

    Add: Non-operating

    

    income 1,093,836.91 44,703.16 -100,000.00

    

    Less: Non-operating

    

    expense 10,260.00 9,990.00 301,215.65 206,628.26

    

    Including: Disposal loss of

    

    non-current asset

    

    IV. Total Profit (Loss is listed

    

    with “-”) -7,661,325.94 -3,219,801.78 -4,494,989.15 -419,629.61

    

    Less: Income tax 80,902.56 177,551.69

    

    V. Net profit (Net loss is listed

    

    with “-”) -7,742,228.50 -3,219,801.78 -4,672,540.84 -419,629.61

    

    Net profit attributable to

    

    owner’s equity of parent

    

    company

    

    -7,799,504.02 -3,491,240.49

    

    Minority shareholders’

    

    gains and losses 57,275.52 -1,181,300.35

    

    VI. Earnings per share

    

    i. Basic earnings per share -0.0354 -0.0158

    

    ii. Diluted earnings per share -0.0354 -0.0158

    

    4.3 Cash flow statement

    

    Prepared byShenZhen Tellus Holding Co., Ltd. Jan.-Mar., 2009 Unit: RMB

    

    Amount i Items Merger n thiPsa preenrito Cd ompany MerAgmero u nt in lasPta preenrito Cd o mpany

    

    I. Cash flows arising from

    

    operating activities:

    

    Cash received from selling

    

    commodities and providing labor

    

    services

    

    102,385,184.18 262,540.40 283,315,347.87 186,540.40

    

    Net increase of customer

    

    deposit and interbank deposit

    

    Net increase of loan from

    

    central bank

    

    Net increase of capital

    

    borrowed from other financial

    

    institution

    

    Cash received from original

    

    insurance contract fee

    

    Net cash received from

    

    reinsurance business

    

    Insured savings and net

    

    increase of investmentShenZhen Tellus Holding Co., Ltd. The 1st Quarterly Report for 2009(Full Text)

    

    8

    

    Net increase of disposal of

    

    transaction financial asset

    

    Cash received from interest,

    

    commission charge and

    

    commission

    

    Net increase of capital

    

    borrowed

    

    Net increase of returned

    

    business capital

    

    Write-back of tax received 24,014.06

    

    Other cash received

    

    concerning operating activities 37,702,015.23 18,311,204.46 142,925,920.00 13,116,586.53

    

    Subtotal of cash inflow

    

    arising from operating activities 140,111,213.47 18,573,744.86 426,241,267.87 13,303,126.93

    

    Cash paid for purchasing

    

    commodities and receiving labor

    

    service

    

    73,352,172.34 226,831,236.86

    

    Net increase of customer

    

    loans and advances

    

    Net increase of deposits in

    

    central bank and interbank

    

    Cash paid for original

    

    insurance contract compensation

    

    Cash paid for interest,

    

    commission charge and

    

    commission

    

    Cash paid for bonus of

    

    guarantee slip

    

    Cash paid to/for staff and

    

    workers 18,361,195.22 2,400,121.27 20,999,193.09 2,482,094.39

    

    Taxes paid 4,197,862.87 465,583.41 4,229,531.75 545,308.20

    

    Other cash paid concerning

    

    operating activities 33,555,144.57 797,389.77 160,137,487.66 1,742,583.22

    

    Subtotal of cash outflow

    

    arising from operating activities 129,466,375.00 3,663,094.45 412,197,449.36 4,769,985.81

    

    Net cash flows arising from

    

    operating activities 10,644,838.47 14,910,650.41 14,043,818.51 8,533,141.12

    

    II. Cash flows arising from

    

    investing activities:

    

    Cash received from

    

    recovering investment

    

    Cash received from

    

    investment income 231,435.45

    

    Net cash received from

    

    disposal of fixed, intangible and

    

    other long-term assets

    

    2,360.00 360.00 115,612.40

    

    Net cash received from

    

    disposal of subsidiaries and

    

    other units

    

    9,900,000.00

    

    Other cash received

    

    concerning investing activities 78,798.67

    

    Subtotal of cash inflow

    

    from investing activities 2,360.00 360.00 10,325,846.52

    

    Cash paid for purchasing

    

    fixed, intangible and other

    

    long-term assets

    

    208,998.00 144,068.90 7,060.00ShenZhen Tellus Holding Co., Ltd. The 1st Quarterly Report for 2009(Full 

Text)

    

    9

    

    Cash paid for investment 48,000.00 229,470.00

    

    Net increase of mortgaged

    

    loans

    

    Net cash received from

    

    subsidiaries and other units

    

    Other cash paid concerning

    

    investing activities 52,840.00

    

    Subtotal of cash outflow

    

    from investing activities 256,998.00 426,378.90 7,060.00

    

    Net cash flows arising from

    

    investing activities -254,638.00 360.00 9,899,467.62 -7,060.00

    

    III. Cash flows arising from

    

    financing activities

    

    Cash received from

    

    absorbing investment

    

    Including: Cash received

    

    from absorbing minority

    

    shareholders’ investment by

    

    subsidiaries

    

    Cash received from loans 17,200,000.00 15,000,000.00

    

    Cash received from issuing

    

    bonds

    

    Other cash received

    

    concerning financing activities 52,456.52 10,389,837.82

    

    Subtotal of cash inflow

    

    from financing activities 17,252,456.52 25,389,837.82

    

    Cash paid for settling debts 25,772,206.30 14,600,000.00 35,913,941.75 8,300,000.00

    

    Cash paid for dividend and

    

    profit distributing or interest

    

    paying

    

    1,065,495.13 268,690.40 2,211,087.85 404,988.81

    

    Including: Dividend and

    

    profit of minority shareholder

    

    paid by subsidiaries

    

    Other cash paid concerning

    

    financing activities 190,460.00 15,517,654.70

    

    Subtotal of cash outflow

    

    from financing activities 27,028,161.43 14,868,690.40 53,642,684.30 8,704,988.81

    

    Net cash flows arising from

    

    financing activities -9,775,704.91 -14,868,690.40 -28,252,846.48 -8,704,988.81

    

    IV. Influence on cash due to

    

    fluctuation in exchange rate 946.28 43.28 -14,821.87 -10,007.81

    

    V. Net increase of cash and cash

    

    equivalents 615,441.84 42,363.29 -4,324,382.22 -188,915.50

    

    Add: Balance of cash and

    

    cash equivalents at the period

    

    -begin

    

    39,674,670.71 585,403.42 75,872,874.23 774,989.67

    

    VI. Balance of cash and cash

    

    equivalents at the period -end 40,290,112.55 627,766.71 71,548,492.01 586,074.17

    

    4.4 Auditor’ report

    

    Auditor’s opinions: Un-audited

    

    Chairman of the Board: Zhang Ruili

    

    Board of Directors of

    

    ShenZhen Tellus Holding Co., Ltd.

    

    April 21, 2009