深圳市特力(集团)股份有限公司 2013 年度报告全文
SHENZHEN TELLUS HOLDING CO., LTD
Annual Report 2013
March 2014
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深圳市特力(集团)股份有限公司 2013 年度报告全文
Section I. Important Notice, Contents and Paraphrase
Board of Directors, Supervisory Committee, all directors, supervisors and senior
executives of Shenzhen Tellus Holding Co., Ltd. (hereinafter referred to as the
Company) hereby confirm that there are no any fictitious statements, misleading
statements, or important omissions carried in this report, and shall take all
responsibilities, individual and/or joint, for the reality, accuracy and completion of
the whole contents.
All directors are attending the Board Meeting for Report deliberation.
The Company has no plan of cash dividends carried out, bonus issued and
capitalizing of common reserves either.
Zhang Ruili, Principal of the Company, Luo Bojun, person in charger of accounting
works ，CFO Fu Bin and Ke Wensheng, person in charge of accounting organ
(accounting principal) hereby confirm that the Financial Report of 2013 Annual
Report is authentic, accurate and complete.
Concerning the future planning involved in the Report, they do not constitute a
substantial commitment for investors. Investors are advised to exercise caution of
investment risks.
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深圳市特力(集团)股份有限公司 2013 年度报告全文
Contents
Annual Report 2013 ...................................................................................... 1 错误！未定义书签。
Section I Important Notice, Contents and Paraphrase ................................................................. 2
Section II Company Profile ............................................................................................................... 6
Section III Accounting data and summary of finnaical indexes .................................................. 9
Section IV Report of the Board of Directors ................................................................................ 11
Section V Important Events .......................................................................................................... 29
Section VI Changes in shares and particular about shareholders............................................... 36
Section VII Particulars about Directors, Supervisors,Senior Executives and Employees ........ 42
Section VIII Corporate Governance .............................................................................................. 51
Section IX Internal Control ............................................................................................................ 58
Section X Financial Report ............................................................................................................. 61
Section XI Documents available for reference .............................................................................. 73
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深圳市特力(集团)股份有限公司 2013 年度报告全文
Paraphrase
Items Refers to Contents
CSRC Refers to China Securities Regulatory Commission
SZ Exchange Refers to Shenzhen Stock Exchange
Shenzhen Branch of China Securities Depository & Clearing
Shenzhen Branch of SD&C Refers to
Corporation Limited
Company, the Company, our Company, Tellus
Refers to Shenzhen Tellus Holding Co., Ltd.
Group
Reporting period, this reporting period, this
Refers to Year of 2013
year
Auto Industry and Trade Co., Refers to Shenzhen Auto Industry and Trade Corporation
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深圳市特力(集团)股份有限公司 2013 年度报告全文
Major Risks Warning
The existing risk factor of the Company has been well-described in this Report,
for statement of future risks and countermeasures in way of development of the
Company please pay attention to the section of Report of the Board of Directors.
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深圳市特力(集团)股份有限公司 2013 年度报告全文
Section II Company profile
I. Company information
Short form of the stock Tellus-A, Tellus-B Stock code 000025, 200025
Stock exchange for listing Shenzhen Stock Exchange
Name of the Company (in
深圳市特力(集团)股份有限公司
Chinese)
Short form of the Company
深特力
(in Chinese)
Foreign name of the
Shenzhen Tellus Holding Co., Ltd
Company(if applicable)
Legal representative Zhang Ruili
Registrations add. 3/F, Tellus Building, Shui Bei Er Road, Luohu District, Shenzhen
Code for registrations add 518020
Offices add. 15/F, Zhonghe Building, Shennan Middle Road, Futian District, Shenzhen
Codes for office add. 518031
Company website www.tellus.cn
Email sztljtgf@public.szptt.net.cn
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Guo Dongri Sun Bolun
15/F, Zhonghe Building, Shennan Middle 15/F, Zhonghe Building, Shennan Middle
Contacts add.
Road, Futian District, Shenzhen Road, Futian District, Shenzhen
Tel. (0755)83989328 (0755)83989339
Fax. (0755)83989386 (0755)83989386
Email guodongri@yahoo.com.cn s9239243@163.com
III. Information disclosure and preparation place
Newspaper appointed for information disclosure Securities Times (Shenzhen) and Hong Kong Commercial Daily(H.K.)
Website for annual report publish appointed by
http://www.cninfo.com.cn
CSRC
Preparation place for annual report Secretariat of the Board of Directors of Shenzhen Tellus Holding Co., Ltd.
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深圳市特力(集团)股份有限公司 2013 年度报告全文
IV. Registration changes of the Company
Registration NO. for
No. of taxation
Date for registration Place for registration enterprise legal Organization code
registration
license
Shenzhen
Administration of
Initial registration 1986-11-10 440301103017750 440300192192210 19219221-0
Industry and
Commerce
Shenzhen
Registration at end Administration of
2013-05-16 440301103017750 440300192192210 19219221-0
of report period Industry and
Commerce
Before 26 May 1993, business scope of the Company: engaged in metal working
machinery, general equipment, general component, abrasive tools, abrasive materials,
instrument, micro motor, home appliances, electronic component, electronic device,
electronic computer and accessories, auto parts, rubber products and construction
materials. Self-operated products manufacture by the Company and owned enterprises
such as self-used production raw materials, metal working machinery and general
equipment; import & export of general component. Business scope of the Company
changed dated 26 May 1993 as: engaged in metal working machinery, general
equipment, general component, abrasive tools, abrasive materials, instrument, micro
motor, home appliances, electronic component, electronic device, electronic computer
and accessories, auto parts, rubber products, construction materials, metal materials,
chemical materials and products, plastic products, hardware tools, warehousing &
transportation and general equipment; self-operated products manufacture by the
Company and owned enterprises such as self-used production raw materials and metal
working machinery; import & export of general component; import and export
Changes of main business since listing (if
business complies with the approval certificate (Shen Mao Guan Shen Zheng Zi
applicable)
No.098). Business scope of the Company changed dated 22 January 1997 as: develop
enterprises (specific projects needs application); warehousing & transportation,
processing on giving materials for machinery component and mechanic assembly.
Domestic business and supply & marketing industry of materials (excluding
monopolized commodity and commodity under special government control).
Self-operated products manufacture by the Company and owned enterprises such as
self-used production raw materials and metal working machinery; import & export of
general component; import and export business complies with the approval certificate
(Shen Mao Guan Shen Zheng Zi No.098). Business scope of the Company changed
dated 3 December 2009 as: develop enterprises (specific projects needs application);
develop and operate the real estate business on the land with usage rights obtained
legally; domestic business and supply & marketing industry of materials (excluding
monopolized commodity and commodity under special government control); rental
and management for self-owned property. Self-operated products manufacture by the
Company and owned enterprises such as self-used production raw materials and metal
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深圳市特力(集团)股份有限公司 2013 年度报告全文
working machinery; import & export of general component; import and export
business complies with the approval certificate (Shen Mao Guan Shen Zheng Zi
No.098).
1. On 31 March 1997, the 159,588,000 state shares held by Shenzhen Investment
Management Co., Ltd., the only non-circulation shareholder, were transfer to SDG;
total share capital of the Company was 220,281,600 shares while 159,588,000 state
Previous changes for controlling
shares held by SDG, a 72.45% in total share capital. 2. On 4 January 2006, the
shareholders (if applicable)
13,717,440 shares, as the consideration of share merger reform, were transfer to
account of A-shareholders from SDG. After share merger reform, SDG holds 66.22% of
the total share capital of the Company.
V. Other relevant information
CPA engaged by the Company
Name of CPA Ruihua Certified Public Accountants (LLP)
3-9/F, West Tower, China Oversea Property Plaza,7# Building, 8# Yard, Yongdingmen West
Offices add. for CPA
Binhe Rd., Dongcheng District, Beijing
Signing Accountants Yuan Longping, Zhou Xuechun
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
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深圳市特力(集团)股份有限公司 2013 年度报告全文
Section III. Accounting data and summary of financial indexes
I. Main accounting data and financial indexes
It has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error
correction
□Yes √ No
Changes over last year
2013 2012 2011
(%)
Operating income (RMB) 486,729,308.18 419,642,661.31 15.99% 403,282,098.80
Net profit attributable to
shareholders of the listed 6,900,719.04 7,146,259.35 -3.44% 2,157,675.12
company(RMB)
Net profit attributable to
shareholders of the listed company
-15,514,016.52 -15,060,776.70 -3.01% -6,198,115.02
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
-2,629,634.80 -7,756,382.47 66.1% -14,738,664.02
operating activities(RMB)
Basic earnings per share
0.0313 0.0324 -3.4% 0.0098
(RMB/Share)
Diluted earnings per share
0.0313 0.0324 -3.4% 0.0098
(RMB/Share)
Weighted average ROE (%) 3.67% 3.95% -0.28% 1.22%
Changes over end of
End of 2013 End of 2012 End of 2011
last year (%)
Total assets (RMB) 700,998,151.85 644,911,292.00 8.7% 570,693,268.15
Net assets attributable to
shareholder of listed company 191,351,957.28 184,675,401.61 3.62% 177,365,899.51
(RMB)
II. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
In RMB
Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed
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深圳市特力(集团)股份有限公司 2013 年度报告全文
company company
Amount at
Amount in this period Amount in last period Amount at period-end
period-begin
Chinese GAAP 6,900,719.04 7,146,259.35 191,351,957.28 184,675,401.61
Items and amount adjusted by IAS
2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
In RMB
Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed
company company
Amount at
Amount in this period Amount in last period Amount at period-end
period-begin
Chinese GAAP 6,900,719.04 7,146,259.35 191,351,957.28 184,675,401.61
Items and amount adjusted by foreign accounting rules
3. Reasons for the differences of accounting data under accounting rules in and out of China
III. Items and amounts of extraordinary profit (gains)/loss
In RMB
Item 2013 2012 2011 Note
Including the
investment real estate
of Dongfeng Building,
Gains/losses from the disposal of that sold by subsidiary
non-current asset (including the write-off 32,501,637.93 15,152,740.17 -2,474,496.72 of the Company --
that accrued for impairment of assets) Auto Industry and
Trade Co., disposal
earnings was RMB
32,339,077.70
Gains/losses of debt restructure 14,377,457.14
A Civil Judgment
(2012)
Shen-Fu-Fa-Min-Er-C
Gains/losses from contingency without hu Zi No.4328 issued
-2,130,200.00
routine business concerned from Shenzhen
Municipal Peoples
Court of Futian
District was received
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深圳市特力(集团)股份有限公司 2013 年度报告全文
by the Company in
Period, that is judged
Auto Industry and
Trade Co., bear joint
and several liability
for the debts of
defendant-
Guangming Watch
Industry Company, in
the Civil Judgment
(1996)
Shen-Zhong-Fa-Jing-
Yi-Zhong-Zi No.563.
The Company chooses
to appeal the decision,
on 12 December 2013,
Civil Judgment (2013)
Shen-Zhong-Fa-Shang
-Zhong-Zi No.1677
issued from Shenzhen
Intermediate Peoples
Court, the final
decision is upheld. As
for the case, RMB
2.1302 million
payable joint and
several liabilities
account was accrued
by the Company.
Other non-operating income and expenditure
-391,032.13 65,402.35 13,464,148.60
except for the aforementioned items
Less: Impact on income tax 7,495,101.45 7,398,899.92 2,637,516.45
Impact on minority shareholders equity
70,568.79 -10,336.31 -3,654.71
(post-tax)
Total 22,414,735.56 22,207,036.05 8,355,790.14 --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable √ Not applicable
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深圳市特力(集团)股份有限公司 2013 年度报告全文
Section IV. Report of the Board of Directors
I. Introduction
Year of 2013 is the year of the Company to overcome difficulties, aggressively and seek better development. Over
the past year, although the world economy turns a recovery trend, domestic economic growth and demands slow
down, inflationary pressure, the enterprise faces challenges in aspect of soaring cost, difficulties in re-financing
and down in market demands. In the face of difficulties and pressures, Tellus continues to follow the guiding
ideology of “driven by reform and innovation, adjust the transformation and takes sustainable development as the
goal”, carried out works by closely around the main line of “completed operation targets, focusse on key projects
and promote transformation of enterprise management”, general development of the Company are in a sound
status, key projects and works were pushed forward and the operation plans for the whole year was completed.
In reporting period, the Company achieved operation income of RMB 486.73 million with a y-o-y growth of
15.99 percent; profit realized RMB 14.18 million in total with 53.46 percent up y-o-y; net profit attributable to
owners of parent company amounting as RMB 6.9 million, 3.5 percent down y-o-y; declined of the profit mainly
because the income tax expenses increased over that of last year.
II. Main business analysis
1. Introduction
Main business of the Company was auto sales, auto inspection and maintenance and accessory sales, property
rental and services etc.; main business and its structure as well as main business ability show no major changes
compare with last period.
In RMB/CNY
Item 2013 2012 Y-o-y changes
Note
(%)
486,729,308.18 419,642,661.31 15.99%
Operation income
387,558,722.36 336,419,631.43 15.20%
Operation cost
82,276,798.60 76,215,966.94 7.95%
Period expense
-2,629,634.80 -7,756,382.47 66.10% Sales revenue from Huari Toyota
Net cash flow from operation
Company-subsidiary of the Company
activities
incrased
Subtotal of cash out-flow from 41,251,674.42 64,322,848.76 -35.87% Cash paid for capital incrase for joint
investment activities ventures down y-o-y
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深圳市特力(集团)股份有限公司 2013 年度报告全文
-3,171,696.95 -32,688,758.47 90.30% Cash received from disposal of
Net cash flow from investment investment real estate incrased in the
actitive Period and cash paid for investment
decrase over last year
Subtotal of cash in-flow from 162,083,399.98 378,400,000.00 -57.17%
Loans obtained in the Period decreased
financing activity
Subtotal of cash out-flow from 148,257,159.60 338,734,072.98 -56.23% The loans which is due for repayment
financing activity in the Period decreased
13,826,240.38 39,665,927.02 -65.14% Loans from parent company and cash
Net cash flow from financing
borrow from the Bank decreased in the
actitive
Period
In reporting period, major changes on profit structure and main influencing factors
In RMB/CNY
Ratio
Item This Year Last Year Amount changed Note
changed
Borrowings RMB 73
million for SDG increased
Financial expense 16,783,591.71 10,081,337.64 6,702,254.07 66.48 % in December of last yera,
and loans in the Period
growth
Less accrual for bad debt
Assets impairment provision and inventory
1,565,095.04 11,158,962.81 -9,593,867.77 -85.97 %
loss falling price reserves in the
Period by the Group
More earnings obtained in
the Period from affiliated
Investment earnings 8,550,869.02 4,907,776.00 3,643,093.02 74.23 % enterprise-- Shenzhen
Zung Fu Tellus Auto
Service Co., Ltd.
More earnings gained
Non-operation
331,465.34 14,553,855.33 -14,222,389.99 -97.72 % from debt reorganization
revenue
last year
Non-operation Accrual for lawsuit losses
2,680,027.26 150,447.76 2,529,579.50 1,681.37%
expenditure in the Year
Payable income tax
Income tax 11,161,230.57 8,264,624.20 2,896,606.37 35.05%
increased in the Period
Progress of the development strategy and operation planning that disclosed previously
In the working reprot of the Board for year of 2012, the Company presented that in 2013, the Company will
continues to insist on guiding ideology of “innovation-driven, adjustment & transition oriented and aim at
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深圳市特力(集团)股份有限公司 2013 年度报告全文
sustainable development”, closely surrounded by operation target of 2013, upholding the integration of stable and
development, seize opportunity, proactively, stimulated to promote development projects with all-out effort; brand
building, market extension and strive to searching new management model for Tellus; emphasize on internal
control and management, ensuring security, tap the potential and increase benefits with purpose of improving
operational ability and profitability for the enterprise.
In the reporting period, in line with the established strategy oritation, the Company achieved a stable operation
and aggressive status. In aspect of key project construction, Shuibei Jwerly Industry Park is in a good progress,
and entered into the construciton phase on schedule currently. As for the main business, proactively promoted
guiding ideology of “brand building and market extension”, on one hand, close to the jewelry industry, vigorously
introduce well-known jewelry brand, play a radiation effect for achieveing the maximum of property value; on the
other hand, actively absorb clients in order to reduce the unoccupied tenement, meanwhile, increased the rent per
unit and management fee in a reason way through improve after-rent service, increase income and reduce
expenditure so as to enhance management ability and profitability for the enterprise.
Reasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year disclosed
□ Applicable √ Not applicable
2. Revenue
Note:
In reporting period, operation income of the Company was RMB 486,729,308.18 while income from main
business amounting as RMB439,446,436.02, a y-o-y growth of 11.57 percent
Main business income according to industry as:
In RMB/CNY
Main business profit margin
Industry Main business income Main business cost
(%)
Auto sales 296,678,808.63 292,287,079.25 1.48%
Auto inspection and maintenance 52,779,887.42 40,804,748.49 22.69%
and accessories sales
Property rental and service 89,987,739.97 45,485,024.13 49.45%
Total 439,446,436.02 378,375,893.21 13.85%
Business activities or main products with over 10% in total main business income or main business profit:
In RMB/CNY
Main Increase/decreas Increase/decre Increase/decrease
Main business business e of main ase of main of main business
Products Main business cost
income profit business income business cost profit margin over
margin (%) over last year over last year last year (%)
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深圳市特力(集团)股份有限公司 2013 年度报告全文
(%) (%)
Auto sales 296,678,808.63 292,287,079.25 1.48% 18.01% 18.02% -0.01%
Auto inspection and 52,779,887.42 40,804,748.49 22.69% 10.04% 15.58% -3.71%
maintenance and
accessories sales
Property rental and 89,987,739.97 45,485,024.13 49.45% -4.77% -4.18% -0.31%
service
Income from physical sales larger than income from labors
√ Yes □ No
Increase/decrease y-o-y
Industries Item 2013 2012
(%)
Sales volume 2,090 1,630 28.22%
Auto sales
Inventory 356 340 4.71%
Reasons for y-o-y relevant data with over 30% changes
□Applicable √Not applicable
Material orders in hands
□ Applicable √ Not applicable
Material changes or adjustment for products or services of the Company in reporting period
□ Applicable √ Not applicable
Major sales of the Company
Total top five clients in sales (RMB) 57,976,127.38
Proportion in total annual sales volume for top five clients
11.59%
(%)
Information of top five clients of the Company
□Applicable √Not applicable
3.Cost
Industry classification
In RMB
2013 2012
Industry Y-o-y changes
Item Ratio in operation Ratio in operation
classification Amount Amount (%)
cost (%) cost (%)
Auto sales Raw materials 292,287,079.25 75.42% 247,666,791.59 73.62% 18.02%
Auto inspection
and maintenance
Other 40,804,748.49 10.53% 35,303,773.07 10.49% 15.58%
and accessories
sales
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深圳市特力(集团)股份有限公司 2013 年度报告全文
Property rental
Raw materials 45,485,024.13 11.74% 47,471,372.04 14.11% -4.18%
and service
Product classification
In RMB
2013 2012
Product Y-o-y changes
Item Ratio in operation Ratio in operation
classification Amount Amount (%)
cost (%) cost (%)
Note
Operation cost for year of 2013 was RMB 387,558,722.36, a 15.20% growth y-o-y.
Main business cost was RMB 378,576,851.87, a 14.57% up y-o-y.
Main suppliers of the Company
Total top five clients in suppliers (RMB) 310,789,242.31
Proportion in total annual suppliers volume for top five
92%
suppliers (%)
Information of top five suppliers of the Company
□Applicable √Not applicable
4. Expenses
Ratio
Item This Year Last Year Amount changed Note
changed
Sales expenses 21,265,233.88 20,698,948.07 566,285.81 2.74%
Administrative
44,227,973.01 45,435,681.23 -1,207,708.22 -2.66%
expenses
RMB 73 million loans
Financial increased in December of
16,783,591.71 10,081,337.64 6,702,254.07 66.48 %
expenses last year and the loans in
the Period increased
5. R&D expenses
Nil
6. Cash flow
In RMB
Item 2013 2012 Y-o-y changes (%)
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深圳市特力(集团)股份有限公司 2013 年度报告全文
Subtotal of cash in-flow from
546,280,708.00 498,995,175.37 9.48%
operation activity
Subtotal of cash out-flow from
548,910,342.80 506,751,557.84 8.32%
operation activity
Net cash flow from operation
-2,629,634.80 -7,756,382.47 66.1%
activity
Subtotal of cash in-flow from
38,079,977.47 31,634,090.29 20.38%
investment activity
Subtotal of cash out-flow from
41,251,674.42 64,322,848.76 -35.87%
investment activity
Net cash flow from investment
-3,171,696.95 -32,688,758.47 90.3%
activity
Subtotal of cash in-flow from
162,083,399.98 378,400,000.00 -57.17%
financing activity
Subtotal of cash out-flow from
148,257,159.60 338,734,072.98 -56.23%
financing activity
Net cash flow from financing
13,826,240.38 39,665,927.02 -65.14%
activity
Net increased amount of cash
8,020,916.71 -781,042.07
and cash equivalent
Reasons for y-o-y relevant data with over 30% changes
√Applicable □Not applicable
Ratio change
Item This Year Last Year Amount changes Note
s
Sales revenue from Huari
Net cash flow from
-2,629,634.80 -7,756,382.47 5,126,747.67 66.10% Toyota Company-subsidiary of
operation actitive
the Company incrased
Subtotal of cash out-flow Cash paid for capital incrase
41,251,674.42 64,322,848.76 -23,071,174.34 -35.87%
from investment activity for joint ventures down y-o-y
Cash received from disposal of
investment real estate incrased
Net cash flow from
-3,171,696.95 -32,688,758.47 29,517,061.52 90.30% in the Period and cash paid for
investment actitive
investment decrase over last
year
Subtotal of cash in-flow Loans obtained in the Period
162,083,399.98 378,400,000.00 -216,316,600.02 -57.17%
from financing activity decreased
The loans which is due for
Subtotal of cash out-flow
148,257,159.60 338,734,072.98 -190,476,913.38 -56.23% repayment in the Period
from financing activity
decreased
Net cash flow from 13,826,240.38 39,665,927.02 -25,839,686.64 -65.14% Loans from parent company
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深圳市特力(集团)股份有限公司 2013 年度报告全文
financing actitive and cash borrow from the Bank
decreased in the Period
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
□Applicable √Not applicable
III. Composition of main business
In RMB
Increase/decrease
Increase/decrease Increase/decrease
Operating Gross profit ratio of operating
Operating cost of operating cost of gross profit
revenue (%) revenue y-o-y
y-o-y (%) ratio y-o-y (%)
(%)
According to industries
Auto sales 296,678,808.63 292,287,079.25 1.48% 18.01% 18.02% -0.01%
Auto inspection
and maintenance
52,779,887.42 40,804,748.49 22.69% 10.04% 15.58% -3.71%
and accessories
sales
Property rental
89,987,739.97 45,485,024.13 49.45% -4.77% -4.18% -0.31%
and service
According to products
Auto sales 296,678,808.63 292,287,079.25 1.48% 18.01% 18.02% -0.01%
Auto inspection
and maintenance
52,779,887.42 40,804,748.49 22.69% 10.04% 15.58% -3.71%
and accessories
sales
Property rental
89,987,739.97 45,485,024.13 49.45% -4.77% -4.18% -0.31%
and service
According to region
Shenzhen 439,446,436.02 378,375,893.21 13.85% 11.57% 14.57% -2.25%
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on
latest one years scope of period-end
□ Applicable √ Not applicable
IV. Assets and liability analysis
1. Major changes of assets
In RMB
18
深圳市特力(集团)股份有限公司 2013 年度报告全文
End of 2013 End of 2012 Ratio
Ratio in total Ratio in total changes Notes of major changes
Amount Amount
assets (%) assets (%) (%)
Monetary fund 69,898,791.56 9.97% 55,145,531.39 8.55% 1.42%
Account
5,016,738.78 0.72% 5,779,383.21 0.9% -0.18%
receivable
Inventory 62,826,365.70 8.96% 47,813,852.20 7.41% 1.55%
Investment real
88,422,673.91 12.61% 96,666,571.61 14.99% -2.38%
estate
Long-term equity 201,873,586.7
28.8% 186,572,923.39 28.93% -0.13%
investment 5
149,968,663.8
Fix assets 21.39% 156,061,636.80 24.2% -2.81%
0
Construction in
41,642,020.40 5.94% 12,977,929.03 2.01% 3.93%
progress
2. Major changes of liability
In RMB
2013 2012 Ratio
Ratio in total Ratio in total changes Notes of major changes
Amount Amount
assets (%) assets (%) (%)
110,969,952.9
Short-term loans 15.83% 93,881,155.00 14.56% 1.27%
3
131,000,000.0
Long-term loans 18.69% 143,000,000.00 22.17% -3.48%
0
3. Assets and liability measure by fair value
In RMB
Accumulative
Gains/losses of Impairment Amount
Amount at changes in fair Sale amount in Amount at
Item changes in fair accrual in this purchased in
period-begin value reckoned this period period-end
value period this period
into equity
Financial assets
3. financial
assets available 1,591,906.25 -298,884.50 1,114,567.55 1,480,168.80
for sale
19
深圳市特力(集团)股份有限公司 2013 年度报告全文
Subtotal of
1,591,906.25 -298,884.50 1,114,567.55 1,480,168.80
financial assets
Total 1,591,906.25 -298,884.50 1,114,567.55 1,480,168.80
Financial
0.00 0.00 0.00 0.00
liability
Whether measurement attributes for main assets of the Company in report period have major changes or not
□ Yes √No
V. Core competitive-ness analysis
Core competitive-ness of the Company has no changed in the Period. Main business of the Company mainly
divided into two parts, the auto sales & aftermarket service and property rental & service
Auto sales & aftermarket service of the Company adopt business model of 4S store, comprehensive major
maintenance and fast repair beauty chain, authorize maintenance, special maintenance and auto inspections, and
owes a completed industry chain of automotive aftermarket and maintenance sales team with rich experiences. As
the slow development in auto sales market, the whole industry comes to a period of low-speed development and
fierce competition. The Company will strive to create new marketing mode, enlarge sale channel for automobile;
menwhile, focusing on after-sale service for automobile, improve service quality and standards, absorb more
clients, and to overcome adverse factors in automobile consumption market, achieve operation targe with great
efforts.
In aspect of property rental & service, the Company owes a certain property management experience and has
higher property management qualification and perfected internal management mechanism, also owes a brand
recognition in regional; most of the property rental and management are self-owned property, which has a lower
cost and a stable income. With the stable promotion of Tellus-Gem Golden Jewelry Industrial Park, the Company
will taking full advantage of the development advantage of core base for Shenzhen golden jewelry industry, seize
opportunity to close to jewelry industry, perfected environment, improve service standards to increase rent price
and property added value; made best efforts in market planning ,stablized the clients and maintain letting rate,
increase the earings from property business on best-efforts basis.
VI. Investment analysis
1. Equity investment outside
(1) Investment outside
Investment outside
Investment for this period (RMB) Investment for last period(RMB) Changes
9,900,000.00 42,250,000.00 -76.57%
Invested company
20
深圳市特力(集团)股份有限公司 2013 年度报告全文
Proportion of equity in invested company
Name Main business
for listed company (%)
Shenzhen Xinglong Machinery Module
Property rental 30%
Co., Ltd.
(2) Securities investment
Amount
of Proportio Amount Proportio
Initial stock-hol n of of n of Book
Gains and
Short investmen ding at stock-hol stock-hol stock-hol value at
Variety of Code of loss in the Accounti Source of
form of t the ding at the ding at ding at the the end of
securities securities reporting ng subject stock
securities cost(RM beginning beginning the end of end of the the period
(RMB)
B) of the of the the period period (RMB)
period period (% (Share) (%)
(Share)
Total 0.00 0 -- 0 -- 0.00 0.00 -- --
Date of notice disclosed
approved by the Board
Date of notice disclosed
approved by general meeting (if
applicable)
Explanation on equity of other listed company hold
√ Applicable □Not applicable
Up to end of the Period, the Company holds 135,920 shares of China Merchants Bank Co., Ltd. (Short form of
Stock: China Merchants, Stock Code: 600036), who listed in Shanghai Stock Exchange; accounting item as:
financial assets avialable for sales; year-end fair value was: RMB 1,480,168.80; year-begin fair value:
RMB1,591,906.25.
2. Main subsidiaries and stock-jointly companies
Particular about main subsidiaries and stock-jointly companies
In RMB
Main Operating Operating
Company Register Total assets Net Assets Net profit
Type Industries products or revenue profit
name capital (RMB) (RMB) (RMB)
service (RMB) (RMB)
Shenzhen
Auto Sales of
RMB 58.96 309,348,777 222,821,487 58,194,190. 31,765,718. 20,773,027.
Industry Subsidiary Business auto and
million .87 .53 10 11 67
and Trade accessories
Corporation
21
深圳市特力(集团)股份有限公司 2013 年度报告全文
Shenzhen Auto
SD Huari maintenanc
Automobile Service e and US$ 5 80,834,012. 42,304,020. 54,942,538. -2,440,983. -2,404,342.
Subsidiary
Enterprise industry production million 18 13 01 50 04
Co. and sales of
Limited accessories
Shenzhen
Zhongtian Service Property RMB 7.25 75,736,700. 21,272,673.
Subsidiary 952,170.37 522,500.70 391,875.53
Industrial industry rental million 25 28
Co., Ltd
Shenzhen
Huari
Toyota Sales of RMB 2 92,165,919. -12,584,027 309,838,507 -5,243,583. -5,157,349.
Subsidiary Business
Automobile automobile million 06 .99 .77 51 38
Sales Co.
Ltd
Shenzhen
Manufactur
Xinyongton
e of
g Auto
Service inspection RMB 19.61 13,247,259. 1,500,669.2 3,551,763.2 -1,397,831.
Vehicle Subsidiary 706,661.12
industry equipment million 75 4 0 75
Inspection
for motor
Equipment
vehicle
Co., Ltd.
Shenzhen
Tellus
Inspection
Xinyongton
Service and repair RMB 32.90 82,460,728. 43,527,825. 14,053,405.
g Subsidiary 62,021.48 34,681.44
industry of motor million 12 21 46
Automobile
vehicle
Developme
nt Co. Ltd
Shenzhen Real estate
SD Tellus Manufacturi developme RMB 31.15 29,333,318. 12,726,605.
Subsidiary 0.00 -298,923.13 -298,923.13
Real Estate ng nt and million 27 87
Co., Ltd operation
Shenzhen
SD Tellus Property
Service RMB 27,599,502. 11,295,533. 41,620,194.
Property Subsidiary managemen 747,593.75 452,360.20
industry 7.05million 70 31 45
Managemen t
t Co., Ltd
Shenzhen Trading
Service RMB 2 2,684,961.1 2,520,254.4
Tellus Real Subsidiary agency of 305,505.00 -64,844.47 -64,844.47
industry million 4 9
Estate real estate
22
深圳市特力(集团)股份有限公司 2013 年度报告全文
Exchange
Co. Ltd
Shenzhen
Sales of
Zung Fu Stock
Service auto and RMB 30 351,777,249 195,100,725 1,568,458,6 21,428,046. 17,050,350.
Tellus Auto jointly
industry maintenanc million .00 .00 54.00 00 00
Service Co., company
e
Ltd.
Manufactur
Shenzhen
Stock e and
Dongfeng Manufacturi RMB 100 480,360,466 129,527,210 262,804,613 5,772,275.2
jointly maintenanc 963,950.70
Automobile ng million .03 .13 .67 2
company e of
Co., Ltd.
automobile
Shenzhen
Xinglong Stock Process of RMB
Manufacturi 73,047,458. 64,979,136.
Machinery jointly mould and 60.6333 0.00 0.00 0.00
ng 58 82
Module company exportation million
Co., Ltd.
Notes of main subsidiaries and stock-jointly companies
Particular about subsidiaries obtained or disposed in report period
□ Applicable √ Not applicable
3. Major projects invested by non-raised fund
In ten thousand Yuan
Accumulated fund
Project Total investment Invested in this year actually till end of Progress Project benefit
this period
Tellus Shuibei
Jewelry Building 41,364 2,876.85 4,164.2 10.07%
(Phase I)
Total 41,364 2,876.85 4,164.2 -- --
Date for inquiry on appointed website for
2013-01-09
temporary notice disclosed (if applicable)
Found more details in “Notice of Foreign Investment” (No.: 2013-004) released in
Index for inquiry on appointed website for
Securities Times, Hong Kong Commercial Daily and Juchao Website
temporary notice disclosed (if applicable)
(http://www.cninfo.com.cn) dated 9 January 2013
VII. Estimated performance for year of 2014 (From January to March)
Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the
23
深圳市特力(集团)股份有限公司 2013 年度报告全文
warning of its material change compared with the corresponding period of the last year and explanation on reason
□ Applicable √ Not applicable
VIII. Prospect for future development of the Company
(I) Development trend of the industry for the Company
1. Auto sales and automotive aftermarket business
In the year of 2013,Chinas general economic growth slows, increasing inflationary pressures, operation cost for
enterprise increased. Along with the relevnat preferential policies of automobile consumption cancelled by the
State, sales of passenger cars nationalwide representing different degrees of declined year-on-year and
link-relative down, sales of automobile industry in China is likely to or will suffer “economic winter”; soaring
interest and oil prices and parking fees made the cost of car purchasing and utilization growth dramatically;
particularly in Shenzhen, convenient travel from green travel, public city bus and metrol lower the willings to
purchase a vechicle. Market of automobile sales in grave difficulties, profit dorp dramatically, competition becam
more and more worse, industry of automobile sales presenting a situation of general losses. Competition of
automotive aftermarket business truns more and more worse and fierce due to the soaring cost of HR and market
saturation.
2. Property rental and service
Domestic economy growth tends to slow due to the over capacity and soft domestic demand. In 2013, suffer from
the spirit of eight rules of strict austerity, six bans and opposition to the formalism, bureaucratism, hedonism and
extravagance carried out from the central, operation revenue from hotel, dinning room and entertainment venues
shows a significnatly decreased, property business impacted correspondingly; and have the risks from the lessee
who fail to paid the rent, and terminated the tenancies in advance.
(II) Operation planning of the Company
1. Auto sales and automotive aftermarket business
Actively learning charateristic of automobile consumption market, get over disvantages in automobile
consumption market to reduce deficit in sales; vigorously develop vehicle maintenance and repair business,
explore value chain business of secon-hand vehicles, quality goods, financial and insurance, made more efforts in
sparepart, export channels for accessories in particular, develop with a steady pace in other business of careful
inspection and training.
2. Property rental and service
Carried outmarket research overall and carefully, formulated reasonable and market-oriented market price timely
for property rental. increased rental and property added value through improve the enviornment and higher the
services quality by close to the jewelry industry; improve proprty business earnings on best-effortrs basis to
stablized clients, maintained letting rate and good market planning.
(III) Operation planning
The Company will continues to center with economic benefit, emphasis on safety and stability, core with save
costs and increase income, strengthen fundatin, prevention and control of risks, implemented the mechanism
construction and created core team spirits and fully promoted the constriction of projects; building brands,
explore market and strive to developed new manegment and profit mode for the maximum benefit of the
24
深圳市特力(集团)股份有限公司 2013 年度报告全文
Company realized.
(IV) Capital requirement in way of development
In 2014, in face of the more capital demand in project constuction, on the one hand, the Company adopt activety
measures of borrowing funds from the Bank and received part of the property rent in advance to collected project
funds; on the other hand, combine with tolerance capacity of the Company and short(mid and long)-term interstes
of the Company, vigorously exploration and innovation, determined and implemented a low-cost financing plan as
soon as possible, strive for an early completion in aspect of long-term stable development funds obtained.
(V) Risks probably confronted
1. Changes of the market
As economic growth slow in China and increasing infactionary pressure, operation cost of the enterprise is soaring
continuesly. Automobile consumption market in Shenzhen presents a negative growth with clear oversupply,
deficit in sales in whole industry is still there. Automobile sales and service business of the Company suffer a
major impact.
Meanwhile, service industry opeartion of the Company suffer a lot from the economic enviornment and diligent &
thrifty spirit carried out from the Government; operation shows a unstable condition, and has a hidden danger in
lessee who fails to paid the rent, rent income and management fee income is likely to declined in a certain degree.
In face of all these risks, on one hand, the Company will create new marketing mode, enlarge channel of
automobile sales, improve service quality, explore more clients and increased revenue from automobile business
in many way; on the other hand, based on the location advantage of the property, play a radiation effect, actively
absorb clients, vigorously introduce stability well-known brand enterprise in Jewerly industry with strength in
order to reduce the unoccupied tenement. On the basis of explore new service projects and improve service
standards, increased the rent per unit and management fee in a reason way, achieve the maximum of property
value.
2. Cost pressure continue to increase and capital demand growth
Affected by soaring inflationary pressure and sequential growth of opertion costs, labor costs of property rental
and management as well as auto repair of the Company continues to increase. At the same time, key projects of
the Company is step in the construction period, cash flow arising by the Company is hard to meet the needs toally
for the Companys development, and shows a big demand in money. In order to solve the problem of soraing
costs, the Company will reduce the impact by strengthen in management, downing the cost, higher work
efficiency and profit margin. As for the captial demand pressure, on one side, the Company plans to collect
project funds in vary measures proactively; on the other side, opening mind to explore innovation, determined and
implemented a low-cost financing plan as soon as possible, strive for an early completion in aspect of long-term
stable development funds obtained and ensuring the key projects are promoted on schedule.
IX. The board of directors, board of supervisors’s explain about the"non standard
audit report" in the report period.
Nil
25
深圳市特力(集团)股份有限公司 2013 年度报告全文
X. Compared with the annual financial report, the changes of accounting policies, accounting
estimates and accounting methods.
Nil
XI The instructions of the occurrence of major accounting error correction for retrospective
restatement during the reporting period
Nil
XII Compare with last year’s financial report; explain changes in consolidation statement’s
scope
Subsidiary of Shenzhen Auto Industry and Trade Corporation (wholly-owned subsidary of the Company),
Guangxi Tellus Auto Service Co., Ltd, with 60 percent equity held by Shenzhen Auto Industry and Trade
Corporation, was dissolved and cancellated, which was approved by the general meeting held on 3 June 2013.
Therefore, the company excluded in consolidation scope of the Company since 3 June 2013. The industrial &
Commerce License and Taxation Registration have cancelled in the Period.
Name Net assets at disposal date Net profit from year-begin to
disposal date
Guangxi Tellus Auto Service Co., Ltd 369,643.93 -433,343.74
XIII Profit and dividend distribution
Formulation, execution or adjustment for profit distribution policy in reporting period, cash bonus policy in particular
√ Applicable □Not applicable
In reporting period, cash bonus policy of the Company has no changed and adjustment. In accordance with
regulations of cash dividend regulated in Article of Association, the Company always, formulated specific plan of
cash dividend after deliberation from the Board and Shareholders General Meeting, totally asking for opinions
from independent directors, which guarantee interest of minorities, and disclose timely and accuracy on Annual
Report and relevant medial based on requirement of regulations and systems.
In accordance with requirement of “Notification on Serious Implementation on Relevant Requirement of Notice
of Further Implementation of Cash Dividend For Listed Company”, with purpose of guarantee interest of
investors, the Company convened the 2nd extraordinary meeting of 7th session of the Board dated 30 July 2012, the
“Proposal of Amendment on Article of Association” (revised correspondingly on cash dividend clause regulated
in original Article of Association) and “Proposal of Formulation of Shareholders Return Plan in the Next Three
Years (Y2012-Y2014)” were deliberated and approved in the Meeting, more details found in “Resolution Notice
of 2nd extraordinary meeting of 7th session of the Board (No.: 2012-016)”. The “Proposal of Amendment on
Article of Association” and “Proposal of Formulation of Shareholders Return Plan in the Next Three Years
(Y2012-Y2014)” have been deliberated and approved in First Extraordinary General Meeting of 2012. The
Company will follow the revised Article of Association, regulations and relevant rules, continues to implemented
relevant works with cash dividend concerned, attach importance to shareholder return and create more return for
shareholders.
Net profit attributable to shareholder of parent company in consolidation statement for year of 2013 amounting as
RMB 6,900,719.04; profit of 2013 plans to un-distribution and un-capitalizing, retained profit will cover deficit of
26
深圳市特力(集团)股份有限公司 2013 年度报告全文
the previous year. The aforesaid profit distribution plan should deliberate and approve in Annual General Meeting
of 2013.
Independent opinions on un-distribution profit plan from independent directors are as: accepting the decision of
profit distribution for year of 2013, profit of 2013 plans to un-distribution and un-capitalizing, retained profit of
the Company will cover deficit of the previous year.
Special explanation on cash bonus policy
Meet regulation of Article of Association or requirement
Y
from resolution of General Meeting: (Y/N)
Bonus standards and proportion is well-defined and clear:
Y
(Y/N)
Relevant decision-making procedures and mechanism is
Y
completed (Y/N)
Independent director make a conscientious effort and
Y
play a due role (Y/N):
Minority shareholders have opportunity to fully express
their views and demands, and their legal interest are Y
under good protection (Y/N):
As for those cash bonus policy with adjustment or
changed concerned, condition and procedures are Y
regulated and transparency (Y/N):
Profit distribution plan and capitalizing of common reserves plan in latest three years (including the reporting period)
Profit of 2011 and 2012 are not distributed and no capitalizing, the retained profit were cover the deficit
previously.
The profit of 2013 plans no distribution and no capitalizing, retained profits were covering the deficit previously.
The profit distribution plan requires deliberation and approval from Annual General Meeting of 2013.
Cash dividend in latest three years
In RMB
Net profit attributable to Ratio in net profit attributable to
Amount for cash bonus (tax shareholders of listed company shareholders of listed company
Year for bonus shares
included) in consolidation statement for contained in consolidation
bonus year statement (%)
2013 0.00 6,900,719.04 0%
2012 0.00 7,146,259.35 0%
2011 0.00 2,157,675.12 0%
The Company gains profits in reporting period and the retained profit of parent company is positive but no plan of cash dividend
proposed
□ Applicable √ Not applicable
27
深圳市特力(集团)股份有限公司 2013 年度报告全文
XIV. Social responsibility
Base on fair principle, the Company always protects legal interest of creditors and suppliers, proactively care and
support business of community public cultural undertakings. Actively promote the realization of enterprise value,
at the same time, realized self-worth; create an enterprise atmosphere of busines care staff, staff love the
enterprise and harmonious development through cooperation. Meanwhile, organized love donation activities in the
Group, carried out diversified cultural and sports activities in order to higher the tean spirit and employees sense
of belonging; express sympathy and solicitude for the people of illness and in straitened circumstances. The
Company always attaches great importance to safety production. In 2013, the Company targeted work on security
clearance and rectify timely to the workshop and high-rise buildings, the labor-intensive place of the Company;
helding 560 man-time vary safety trainings, implemented fire-drill and trainings to improve safety awareness and
self-help cpability; renewal those aged equipment and facilities to improved security prevention and control
ability, install CCTV in two old residential area of MeiYuan and Taohua Yuan, where has many floating
personnel with weak public security. And achieved safety production without major accidents in whole year.
The listed company and subsidiaries is in the range of heavy pollution industry that regulated by State environment protection
departments
□Yes □No √ Not applicable
The listed company and subsidiaries owes other major social safety issues
□Yes □No √ Not applicable
Administrative penalty occurred in reporting period
□Yes □No √ Not applicable
XV. In the report period, reception of research, communication and interview
Contents discussed and
Time Place Way Type Reception
material provided
General condition of the
Company, the industry of
Conference room Journalist from
2013-07-30 Field research Institution the Company involved and
of the Company AAstocks
development planning etc.
no materials provided
28
深圳市特力(集团)股份有限公司 2013 年度报告全文
Section V. Important Events
I. Significant lawsuits and arbitrations of the Company
□Applicable √Not applicable
There are no major lawsuits and arbitrations in the Period
II. Questioned from media
□ Applicable √ Not applicable
No media questioned for the Company in reporting period
III. Assets transaction
1. Introduction of assets sold
1) Shenzhen Auto Industry and Trade Corporation, controlling subsidiary of the Company, transfer 12 real estates
locates at Room 801, 8/F, Dongfeng Building to nature person Chen Ping with price of RMB 15.59 million.
Relevant information please found in the “Notice of Assets Sold” (No.: 2013-001) that released in Securities
Times, Hong Kong Commercial Daily and Juchao Website (http://www.cninfo.com.cn) respectively dated 8
January 2013.
2) Shenzhen Auto Industry and Trade Corporation, controlling subsidiary of the Company, transfer 26 real estates
in total locates at Room 601-613 and Room 701-713 in Dongfeng Building to Shenzhen Hengsheng Logistics Co.,
Ltd. with price of RMB 32,171,558. Relevant information please found in the “Notice of Planning to Sale Assets”
(No.: 2013-011) and “Progress of Assets Sold” (No.: 2013-021) that released in Securities Times, Hong Kong
Commercial Daily and Juchao Website (http://www.cninfo.com.cn) respectively dated 13 March 2013 and 28
May 2013.
IV. Material related transactions
1. Related transaction with daily operation concerned
Proportio Settlemen
Amount
Pricing n to
Type of Content Price of of related t method
Related principles amount of Market Disclosur Index of
Related related of related related transactio
relationsh of related transactio of related
party transactio transactio transactio n (10 price e date disclosure
ip transactio n or the transactio
n n n thousand
n same type
Yuan) n
(%)
Total -- -- 0 -- -- -- -- --
2. Related transactions by assets acquisition and sold
Related Related Related Related Related Book Market Transfer Related Income Date of Index of
29
深圳市特力(集团)股份有限公司 2013 年度报告全文
transacti relations transacti transacti transacti value of Assessm fair price (in transacti gained disclosur disclosur
on hip on on on transfer ent value value (in 10 on from e e
parties type content explanati assets (in of 10 thousand settleme assets
on on 10 transfer thousand Yuan) nt mode transfer
price thousand assets (in Yuan) (in 10
setting Yuan) 10 thousand
thousand Yuan)
Yuan)
3. Main related transactions of mutual investment outside
Mutual Total assets Net assets of Net profit of
Main Registered
Mutual investments Name of of companies companies companies
Related business of capital of
investment pricing companies invested (in invested (in invested (in
relationship companies companies
party principle invested 10 thousand 10 thousand 10 thousand
invested invested
Yuan) Yuan) Yuan)
4. Contact of related credit and debt
Whether exist non-operating contact of related credit and debt or not
√Yes □No
Balance of Amount of the
Non-operation Balance at
period-begin period
Related Type of credit Forming al capital period-end (in
Related party (in 10 occurrence (in
relationship and debt reason occupying 10 thousand
thousand 10 thousand
(Y/N) Yuan)
Yuan) Yuan)
Debts payable
SHENZHEN SDG Parent Long-term
to related No 7,300 0 7,300
CO., LTD. company loans
party
Debts payable
SHENZHEN SDG Parent Current
to related No 4,793 593 5,386
CO., LTD. company account
party
Debts payable
SHENZHEN SDG Parent Short-term
to related No 1,908 -13 1,895
CO., LTD. company loans
party
Impact on operation result and
financial status of the Company from N/A
related credit and debt
5. Other significant related transactions
Nil
Inquiry of disclosure website for relevant interim reports of material related transaction
Notice name Dated for disclosed Website for interim report disclosed
30
深圳市特力(集团)股份有限公司 2013 年度报告全文
V. Major contract and implantation
1. Trusteeship, contract and leasing
(1) Trusteeship
Explanation on trusteeship
Nil
Items generated over 10% gains/losses in total profit in reporting period for the Company
□ Applicable √ Not applicable
(2) Contract
Explanation on contract
Nil
Items generated over 10% gains/losses in total profit in reporting period for the Company
□ Applicable √ Not applicable
(3) Leasing
Explanation on leasing
Nil
Items generated over 10% gains/losses in total profit in reporting period for the Company
□Applicable √Not applicable
2. Guarantee
In ten thousand Yuan
Particulars about the external guarantee of the Company (Barring the guarantee for subsidiaries)
Related Actual date of Guarante
Complete
Announcem happening e for
Name of the Guarantee Actual Guarantee Guarantee implemen
ent (Date of related
Company guaranteed limit guarantee limit type term tation
disclosure signing party
(Y/N)
date agreement) (Y/N)
N/A
Guarantee of the Company for the subsidiaries
Related Actual date of Guarante
Complete
Announcem happening e for
Name of the Guarantee Actual Guarantee Guarantee implemen
ent (Date of related
Company guaranteed limit guarantee limit type term tation
disclosure signing party
(Y/N)
date agreement) (Y/N)
N/A
Total guarantee amount (total of the aforesaid items)
Including:
Explanation on guarantee with composite way
31
深圳市特力(集团)股份有限公司 2013 年度报告全文
(1) Guarantee provided against regulations
In ten thousand Yuan
Balance of
Ratio in Ratio in
guarantee
latest latest
Relationsh Amount against Predicted
periods periods Predicted Predicted
Guarantee ip with guarantee Guarantee Guarantee regulation date
net assets net assets methods to amount
name listed against type term ended relieve(mo
which was which was relieve relieve
company regulation before nth)
audited audited
annual
(%) (%)
report
Total 0 0% -- -- 0 0% -- -- --
3. Other material contracts
Book Appraisal
value of value for
amount assets
Base date
involved involved Trading Implemen
Company Appraisal of assets Constitute
Name of in in price (in Related tation
entered Date of agency (if evaluatio Pricing related
counterpa contract contract(i 10 relationsh ended as
into a signing applicable n (if principle transactio
rt (in 10 n 10 thousand ip reporting
contract ) applicable n (Y/N)
thousand thousand Yuan) period
)
Yuan) (if Yuan) (if
applicable applicable
) )
4. Other material transactions
Nil
VI. Implementation of commitment
1. Commitments made by the Company or shareholders holding above 5% shares of the Company in
reporting period or extending to reporting period.
Commitment Commitment
Commitments Accepter Contents Implementation
time period
(I) Commitments during the work of Share Merger
Reform of the Company:
1. Commitments on Lock-up period
Commitments for (1) In accordance with the Measures for the
Administration of the Share Merger Reform of Listed
Share Merger SDG Companies, SDG would abide by the various laws, 2005-12-25 Long-term Implementing
Reform regulations and rules, and perform its statutory
commitment duty.
(2) Apart from the above-mentioned statutory
commitment, SDG also made the following special
commitment: with 36 months since the day the reform
32
深圳市特力(集团)股份有限公司 2013 年度报告全文
plan starts to take effect, SDG would not list at
Shenzhen Stock Exchange and sell the shares of Tellus it
held (except for the shares used to promote the
administration level of Tellus).
(3) The administration level would abide by the laws,
regulations and rules, and perform its statutory
commitment duty.
(4) SDG made the commitment: “The Promiser hereby
promises that, if the Promiser failed to fulfill its
commitment or not fully fulfill its commitment, it would
compensate other shareholders for their losses suffered
thereafter”.
(5) SDG declared: “The Promiser would dutifully fulfill
its commitments and shoulder corresponding legal
responsibilities. The Promiser would transfer the shares
held by it only if the assignee agree and have the ability
to shoulder the commitment responsibility.”
2. Special commitment concerning the incentive
mechanism
In order to effectively boost the core management level
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 administration level. The shares would be sold to the
Companys administrative level 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 administration level 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 administration
level, 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.
3. Relevant expenses of this Share Merger Reform of
Tellus would be paid by SDG.
Commitments in
report of
acquisition or
equity change
Commitments in
assets replacement
Commitments make
in Initial public
offering or
re-financing
Other commitments
for minority
shareholders
33
深圳市特力(集团)股份有限公司 2013 年度报告全文
Commitment
completed on time Y
(Y/N)
Detail reasons for
un-complement and
N/A
further plan (if
applicable)
VII. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm Ruihua Certified Public Accountants (LLP)
Remuneration for domestic accounting firm (in 10
55
thousand Yuan)
Continuous life of auditing service for domestic
0
accounting firm
Name of domestic CPA Yuan Longping, Zhou Xuechun
Whether re-appointed accounting firms in this period or not
√Yes □No
Whether re-appointed accounting firms during auditing period or not
□Yes √No
Whether completed approval process while changing accounting firms or not
√Yes □ No
Explanation on re-engagement and changes of accounting firms
RSM China Certified Public Accountants, former accounting firms engaged by the Company, was mergered with
Crowe Horwath CPA (LLP) as Ruihua Certified Public Accountants (LLP) (“Ruihua”), employees and business of
former RSM China Certified Public Accountants were transferred to Ruihua totally, and offering service to the
client as body of Ruihua. In orfer to maintain consistency and stability of the auditing business and guarantee
audti quality, being deliberated and approved in First extraordinary general meeting of 2014, the engaged
financial audit institute for year of 2013 and internal control of the Company was changed to Ruihua from RSM
China Certified Public Accountants. Relevant information “Notice of Changing Audit Institute for Year of 2013”
(No.: 2013-032) was released in Securities Times, Hong Kong Comemrcial Daily and Juchao
Website(http://www.cninfo.com.cn) dated 2 January 2014.
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√ Applicable □Not applicable
In reporting period, Ruihua Certified Public Accountants (LLP) was engaged by the Company as audit
institute for internal control, remuneration amounting as RMB 240,000.
34
深圳市特力(集团)股份有限公司 2013 年度报告全文
VIII. Explanation from Supervisory Committee and Independent Directors (if applicable) for
“Qualified Opinion” from the CPA
Not applicable
IX. Penalty and rectification
Type of
Conclusion (if Index of
Name Type Reasons investigation and Disclosure date
applicable) disclosure
penalty
Explanation on rectification
□Applicable √ Not applicable
Particular about directors, supervisors, senior executives and shareholders with over 5% shares held suspected illegal dealings of the
stock of the Company and earnings of illegal dealings taken back by the Company that disclosed
□Applicable √ Not applicable
X. Suspension and delisting after disclosure of annual report
Not applicable
XI. Explanation on other significant events
Nil
XII. Significant events of the subsidiaries
Nil
XIII. Corporate bond offering
Nil
35
深圳市特力(集团)股份有限公司 2013 年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in shares
In Share
Before change Increase/decrease in this time (+ , - ) After change
Capitalizat
Bonus ion of
Amount Ratio (%) New issue Other Subtotal Amount Ratio (%)
share public
reserve
14,587,05 14,587,05
I. Restricted shares 6.62% 6.62%
6 6
2. State-owned corporation 14,587,05 14,587,05
6.62% 6.62%
shares 6 6
205,694,5 205,694,5
II. Un-restricted shares 93.38% 93.38%
44 44
179,294,5 179,294,5
1. RMB ordinary shares 81.39% 81.39%
44 44
2. Domestically listed 26,400,00 26,400,00
11.98% 11.98%
foreign shares 0 0
220,281,6 220,281,6
III. Total shares 100% 100%
00 00
Reasons for share changed
□ Applicable √ Not applicable
Approval of share changed
□ Applicable √ Not applicable
Ownership transfer of share changed
□ Applicable √ Not applicable
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common
shareholders of Company in latest year and period
□ Applicable √ Not applicable
Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators
□ Applicable √ Not applicable
II. Shareholders and actual controller
1. Number of shareholders of the Company and share-holding
In Share
36
深圳市特力(集团)股份有限公司 2013 年度报告全文
Total shareholders at end of the Total shareholders ended as the 5th trading day
15,587 15,375
period before annual report disclosed
Shareholding of shareholders with over 5 percent shares hold and top 10 shareholders
Total Number of shares pledged/frozen
Amount
sharehold Amount of
Changes of
Proportion ers at unrestricte
Full name of Nature of
of shares in report restricted
Shareholders shareholder
held (%) the end of d shares State of share Amount
period shares
report held
held
period
SHENZHEN State-owned 145,870,5 14,587,05 131,283,5
66.22% 0
SDG CO., LTD. corporation 60 6 04
Guoyuan
Securities Foreign
1.02% 2,248,355 2,154,005 2,248,355
Brokerage (Hong corporation
Kong) Co., Ltd.
Domestic nature
Qiao Hong 0.83% 1,820,010 1,820,010 1,820,010
person
Domestic nature
Huang Xiaoling 0.59% 1,310,240 1,310,240 1,310,240
person
Domestic nature
Lu Xueying 0.52% 1,142,846 1,142,846 1,142,846
person
FISRT
SHANGHAI Foreign
0.39% 868,377 360,899 868,377
SECURITIES corporation
LTD.
Domestic nature
Ling Fengyuan 0.23% 517,158 4,300 517,158
person
Yunnan
International
Trust Co., Ltd. –
Yunxing Growth Other 0.23% 498,988 498,988 498,988
2007-0 eighth
collective fund
trust
Domestic nature
Zhang Xiaoming 0.2% 434,361 -29,600 434,361
person
Domestic nature
Chen Bing 0.19% 412,926 412,926 412,926
person
Strategy investors or general
N/A
corporation comes top 10
37
深圳市特力(集团)股份有限公司 2013 年度报告全文
shareholders due to rights issue (if
applicable) (see note3)
Among the top ten shareholders, there exists no associated relationship between the
state-owned legal persons shareholders Shenzhen SDG Co., Ltd and other shareholders, and
Explanation on associated
they do not belong to the consistent actionist regulated by the Management Measure of
relationship among the top ten
Information Disclosure on Change of Shareholding for Listed Companies. For the other
shareholders or consistent action
shareholders of circulation share, the Company is unknown whether they belong to the
consistent actionist.
Particular about top ten shareholders with un-restrict shares held
Amount of unrestricted shares held at end of Period Type of shares
Shareholders name
(Note 4) Type Amount
RMB ordinary
SHENZHEN SDG CO., LTD. 131,283,504 131,283,504
shares
Domestically
Guoyuan Securities Brokerage
2,248,355 listed foreign 2,248,355
(Hong Kong) Co., Ltd.
shares
RMB ordinary
Qiao Hong 1,820,010 1,820,010
shares
RMB ordinary
Huang Xiaoling 1,310,240 1,310,240
shares
RMB ordinary
Lu Xueying 1,142,846 1,142,846
shares
Domestically
FISRT SHANGHAI SECURITIES
868,377 listed foreign 868,377
LTD.
shares
Domestically
Ling Fengyuan 517,158 listed foreign 517,158
shares
Yunnan International Trust Co., Ltd.
RMB ordinary
– Yunxing Growth 2007-0 eighth 498,988 498,988
shares
collective fund trust
RMB ordinary
Zhang Xiaoming 434,361 434,361
shares
RMB ordinary
Chen Bing 412,926 412,926
shares
Expiation on associated relationship Among the top ten shareholders, there exists no associated relationship between the
or consistent actors within the top 10 state-owned legal persons shareholders Shenzhen SDG Co., Ltd and other shareholders, and
un-restrict shareholders and between they do not belong to the consistent actionist regulated by the Management Measure of
top 10 un-restrict shareholders and Information Disclosure on Change of Shareholding for Listed Companies. For the other
top 10 shareholders shareholders of circulation share, the Company is unknown whether they belong to the
38
深圳市特力(集团)股份有限公司 2013 年度报告全文
consistent actionist.
Qiao Hong holds 1,820,010 shares through guarantee securities account of customer credit
Explanation on top ten shareholders
transactions of China Investment Securities; Chen Bing holds 370,000 share through
involved in securities margin trading
guarantee securities account of customer credit transactions of Essence Securities Co., Ltd.
business (if applicable) (see note4)
and 42,926 shares hold via BeCu account, and 412,926 shares hold in total.
Agreed to buy back deals occurred in Period from shareholders
□ Yes √ No
2. Controlling shareholder of the Company
Corporation
Legal
Date
Controlling shareholder rep./person in Organization code Register capital Main business
established
charge of unit
Development and
operation of real estate;
domestic business,
material supply and
marketing industry
(excluding
monopolized
commodity and
commodity under
SHENZHEN SDG CO., 1982-06-2 special government
Zhang Junlin 192194195 RMB 1,582,820,000
LTD. 0 control); economic
information(excluding
restricted projects);
import & export
business; industrial
transportation, tourism,
financial trust, issue
securities (license shall
required for the above
mentioned business)
In 2013, SDG continues to maintain a stable growth in operation, achieved operation revenue of
RMB 3.968 billion for the whole year, 41.26 percent up over same period of last year; total profit
amounting as RMB 701 million with 122.54 percent up year-on-year. During the “twelve-five”
Operation result, financial
period, the Group took the high-end travel and characteristic real estate as the leading industry,
status, cash flow and future
optical communications as pillar industry, in line with the principle of “integration of resource
development strategy etc.
optimization, improvement of strategy transformation and development of industry leaping”, playing
the resources advantage totally, developed optical communications steady by combining industry
operation and capital operation closely; energetically develop high-end tourism and characteristic real
39
深圳市特力(集团)股份有限公司 2013 年度报告全文
estate, deepen to carried out innovation of business mode and management mode, re-shaping the
brand and EI of SDF, trying to create a famous brand enterprise Group, which has a strong
competitive, core with high-end tourism, and owns harmonious development of characteristic real
estate and optical communications.
Equity of other
foreign/domestic listed
company that controlled by
SDG Information
and have joint-stock from
controlling shareholder in
reporting period
Changes of controlling shareholder in reporting period
□ Applicable √ Not applicable
3. Actual controller of the Company
Corporation
Legal
Date
Actual controller rep./person in Organization code Register capital Main business
established
charge of unit
Shenzhen Municipal People’
s Government State-owned 2003-07-3
Zhang Xiaoli K31728067 Not applicable Not applicable
Assets Supervision and 0
Administration Commission
Actual controller of the Company, Shenzhen State-owned Assets Supervision and Administration
Operation result, financial
Commission, exercise contributor to SDG (first largest shareholder of the Company) on behalf of the
status, cash flow and future
Government of Shenzhen City, office address locate at Investment Building, Shenzhen Avenue,
development strategy etc.
Futian District, Shenzhen
Changes of actual controllers reporting period
□Applicable √Not applicable
Property right and controlling relationship between the actual controller and the Company is as follow:
Shenzhen Municipal Peoples Government State-owned Assets Supervision and Administration Commission
43.30%
Shenzhen SDG Co., Ltd.
66.22%
Shenzhen Tellus Holding Co., Ltd.
40
深圳市特力(集团)股份有限公司 2013 年度报告全文
Actual controller controlling the Company by entrust or other assets management
□Applicable √Not applicable
4. Particulars about other legal person shareholders with over 10% shares held
Legal rep. /
Main operation
Person in Date of
Legal person shareholder Organization code Register capital business or
charge of the foundation
management activities
Unit
III. Share holding increasing plan proposed or implemented in reporting period from
shareholder of the Company and its concerted action person
Disclosure dated
Shareholder/conc Ratio of shares Ratio of shares
Shares holding Shares holding Initial disclosure for end of
erted action plans to increased actually increased
plans to increased actually increased date shareholding
person (%) (%)
increased
Explanation on others
Nil
41
深圳市特力(集团)股份有限公司 2013 年度报告全文
Section VII. Particulars about Directors, Supervisors, Senior Executives
and Employees
I. Changes of shares held by directors, supervisors and senior executives
Increasing Decreasing
Shares Shares
shares held shares held
Working Start dated End date held at held at
Title Sex Age of office of office in this in this
Name status period-beg period-end
term term
period period
in (Share) (Share)
(Share) (Share)
Zhang Currently 2012-06-0 2015-06-0
Chairman M 51 0 0 0 0
Ruili in office 6 5
Director, Currently 2012-06-0 2015-06-0
Luo Bojun M 52 0 0 0 0
GM in office 6 5
Director, Currently 2012-06-0 2015-06-0
Fu Bin M 52 0 0 0 0
CFO in office 6 5
Zhang Currently 2012-06-0 2015-06-0
Director M 55 0 0 0 0
Jianmin in office 6 5
Currently 2012-06-0 2015-06-0
Yu Lei Director F 46 0 0 0 0
in office 6 5
Jiang Currently 2013-03-2 2015-06-0
Director M 53 0 0 0 0
Hongjun in office 8 5
Liu Independe Currently 2012-06-0 2015-06-0
F 60 0 0 0 0
Hongling nt Director in office 6 5
Wei Independe Currently 2012-06-0 2015-06-0
M 42 0 0 0 0
Shaohui nt Director in office 6 5
Independe Currently 2012-11-1 2015-06-0
Ji Huibin M 44 0 0 0 0
nt Director in office 4 5
Guan Currently 2012-06-0 2015-06-0
Supervisor M 60 0 0 0 0
Zhicai in office 6 5
Zhang Currently 2012-06-0 2015-06-0
Supervisor M 44 0 0 0 0
Xinliang in office 6 5
Fu Currently 2012-06-0 2015-06-0
Supervisor M 41 0 0 0 0
Chunlong in office 6 5
Wang Currently 2012-06-0 2015-06-0
Supervisor M 56 0 0 0 0
Guangye in office 6 5
Ke Currently 2012-06-0 2015-06-0
Supervisor F 46 0 0 0 0
Wensheng in office 6 5
42
深圳市特力(集团)股份有限公司 2013 年度报告全文
Standing
Currently 2013-03-1 2015-06-0
Guo Jian deputy M 49 0 0 0 0
in office 2 5
GM
Ren Deputy Currently 2012-06-0 2015-06-0
M 51 0 0 0 0
Yongjian GM in office 7 5
Deputy
GM,
Guo Currently 2012-06-0 2015-06-0
secretary M 49 0 0 0 0
Dongri in office 7 5
of the
Board
Deputy Currently 2012-06-0 2015-06-0
Feng Yu M 47 0 0 0 0
GM in office 7 5
Zhang Office 2012-06-0 2013-03-1
Director M 49 0 0 0 0
Junlin leaving 6 1
Total -- -- -- -- -- -- 0 0 0 0
II. Post-holding
Major working experience of directors, supervisors and senior executive at the present in latest five years
Name Main work experience and holding the post or taking part-time job
He successively took the posts of Divisional Manager of Financial Company of Shenzhen Special Economic Zone
Development (Group) Company and Manager of Assets Department of Shenzhen Special Economic Zone
Development (Group) Company; currently he serves as Chairman of the Board of the Group. At the same time, he
Zhang Ruili
concurrently Chairman of the Shenzhen Auto Industry and Trade Corporation (the controlling subsidiaries of the
Company), Chairman of Shenzhen SD Huari Automobile Co. Ltd. (the controlling subsidiaries of the Company),
Chairman of Shenzhen Xinglong Machinery Module Co., Ltd. (the associated company of the Company)
He ever took the post of Deputy Manager of HR Dept. and Director of Human Resource Communication Training
Center in the Company, and Deputy General Manger of Shenzhen Auto Industry and Trade Corporation. Now he
serves as Director and General Manager of the Company, at the same time, he concurrently took the posts of
Director of Shenzhen Auto Industry and Trade Corporation (the controlling subsidiary of the Company), Director of
Shenzhen SD Huari Automobile Enterprise Co. Ltd. (the controlling subsidiaries of the Company), Chairman of the
Luo Bojun Board of Shenzhen Teyao Investment Development Co., Ltd. (the controlling subsidiary of the Company),
Chairman of the Board of Shenzhen Tellus Xing Investment Co., Ltd. (jointed venture of the Company), Chairman
of the Board of Shenzhen Tellus Gem Investment Co., Ltd( the joint-venture company of the Company), deputy
chairman of Shenzhen Dongfeng Automobile Co., Ltd. (the associated company of the Company) ,director of
Shenzhen Xinglong Module Co., Ltd. (the associated company of the Company) and deputy chairman of Shenzhen
Zung Fu Tellus Auto Service Co., Ltd. (the associated company of the Company).
He ever took the post of lecturer in Hunan College of Finance and Economics, Business Manager of Assets
Operation Department in Shenzhen SDG Co., Ltd., CFO of Shenzhen SDG Xiaomeisha Tourism Center. He now
Fu Bin acts as Director and CFO of the Group. At the same time, he concurrently took the post of Director of Shenzhen
Auto Industry and Trade Corporation (the controlling subsidiaries of the Company). And serve as the director of
China Perfect Machinery Industry Corp., Ltd. (the associated company of the Company).
43
深圳市特力(集团)股份有限公司 2013 年度报告全文
He ever took the post of secretary of committee for discipline inspection of Shenzhen SDG Co., Ltd. Now he acts as
the General Manager of Shenzhen SDG Co., Ltd., director of the Company and at the same time, serve as the
Zhang Jianmin
director of Hon Kwok Sanhe Co., Ltd., director of Shenzhen International Enterprise Co., Ltd. and director of
Shenzhen SDG Information Co., Ltd. respectively.
She ever took the post of secretary of international corporation dept. of Vocational Education Training Center of
Chaoyang District, Beijing, the deputy director, director and deputy chief of Luohu Branch of Shenzhen Home Land
Yu Lei Planning Bureau, the vice director and director of State-owned Assets Supervision and Administration Commission
of Peoples Government of Shenzhen; now she serves as deputy GM of SHENZHEN SDG CO., LTD. and Director
of the Company.
He served as teaching assistant in Jiangsu University, translator in Jiangsu Engineering Technology Institute,
director of foreign affire of Hainan Yangpu Development Corp., GM assistant of Shenzhen New Technology
Enterprise, project manager of L.A.Enterprises(USA),Inc., executive director of Singapore GITIC International Pte.
Ltd., director and deptuy GM of Grand Success (Hong Kong) Limited, chief economist of Shenzhen Oceanus
Jiang Hongjun
Group, Chairman assistant of Guorong Hongshan Entergy Investment Co., Ltd., inspector-general of Chuang Yi
Group, independent director of the Company and deputy director of entperise II dept. of SDG; now he serves as
director of enterprise I dept. of SHENZHEN SDG CO., LTD, controlling shareholder of the Company and Director
of the Company.
She ever took the post of Assistant Accountant of Financial Department of Tianjin Components Industries
Corporation, Senior Staff of Tianjin Electronic Instruments Management Bureau, Deputy Head of Tianjin
Liu Hongling Zhonghuan Certified Public Accountants, CFO of Shenzhen Yongxing Industrial and Commercial Corporation,
Head of Shenzhen Weiming Appraisal Institute, and Chairman of Shenzhen Sinocoms Appraisal Co., Ltd. Now she
serves as deputy GM of Beijing Jimkai Sinocoms Appraisal Co., Ltd. and independent director of the Company.
He ever took post of law assistant and full-time attorney of Guangdong Shu Jun Law Firm. Now he serves as senior
Wei Shaohui partner of Guangdong Shu Jun Law Firm, and independent director of the Company; meanwhile serves as
independent director of Longhao Tiandi Co., Ltd. and Shenzhen Click Technology Co., Ltd. respectively.
He ever took the post of project manager, director of engineering dept. deputy GM and GM of Shenzhen Jianyi
Municipal Engineering Co., Ltd; director of engineering dept. and director of operation dept. of Shenzhen Jianyi
Ji Huibin
Industrial Co., Ltd. Now he serves as deputy GM of Pang Yuan Real Estate Development Co., Ltd. and independent
director of the Company.
He ever took the post of Workers, Head of Workshop Section, and Secretary Of Youth League Committee in
state-owned 5501 plant, and worked in Shenyang Agricultural Machinery Automotive Industry Bureau and
Shenyang Automotives Industry General Corporation. He also took the posts of Deputy Officer, Deputy Head and
Head of Enterprise Management Department, Director of Reform Office, Director of the Board, Vice Secretary
Guan Zhicai General of the Board of Shenyang Jinbei Automotive Company Limited; Secretary of Party Committee and Deputy
GM of Shenzhen Radio Industry and Trade Corporation, Deputy GM of Shenzhen Liming Industry Corporation;
Deputy GM of Shenzhen SDG Liming Group Co., Ltd., Vice Chairman and GM and Secretary of Party Committee
of Shenzhen SDG Liming Group Co., Ltd., Chairman and Secretary of Party Committee of Shenzhen SDG Liming
Group Co., Ltd. Now he acts as Chairman of Supervisory Committee of the Company.
He ever took the post of Manager of Financial Dept in Machinery And Equipment Import And Export Company,
Deputy Manager of Shenzhen SDG Co., Ltd. Now, he acts the supervisor of the group, Head of Audit and
Zhang Xinliang Supervision Dept. and Employees and supervisors of Shenzhen SDG Co., Ltd, concurrently the Secretary of the
supervisor committee of Shenzhen SDG Co., Ltd, and Supervisor of Shenzhen International Enterprise Co., Ltd.and
Supervisor of the Company.
44
深圳市特力(集团)股份有限公司 2013 年度报告全文
He ever took the Business Deputy General Manage of HR Department of Shenzhen SDG Co., Ltd., Deputy Team
Fu Chunlong Leader in Work Team of Shenzhen Tefa Huatong Packaging Co., Ltd. Now, he is the Minister of HR Department of
Shenzhen SDG Co., Ltd. and Supervisor of the Company.
He ever took the post of Deputy General Manger of Financial Department and Deputy General Manager of Auditing
Department in Shenzhen Tellus Holding Co., Ltd. Now, he acts as the Manager of Auditing Department in Shenzhen
Tellus Holing Co., Ltd and Employee Supervisor of the group. Meanwhile, he serves as supervisor of Shenzhen
Auto Industry and Trade Corporation (the controlling subsidiaries of the Company), supervisor of Shenzhen Tellus
Xinyongtong Automobile Development Co., Ltd. (the controlling subsidiaries of the Company) and of Shenzhen SD
Wang Guangye Tellus Property Management Co., Ltd. (the controlling subsidiaries of the Company); and serves as supervisors in
the follow units as Shenzhen Xingyongtong Auto Vehicle Inspection Equipment Co., Ltd. (the controlling
subsidiaries of the Company), Shenzhen SD Tellus Real Estate Co., Ltd. (the controlling subsidiaries of the
Company), Shenzhen Tellus Real Estate Exchange Co., Ltd. (the controlling subsidiaries of the Company),
Shenzhen Xinglong Machinery Module Co., Ltd. (affiliated company of the Company) and Shenzhen Tellus Gem
Investment Co., Ltd. (joint-venture of the Company) respectively.
He ever acts as the teacher in School of Guangdong Foreign Trade, major accountant of Shenzhen SDG Co., Ltd.
and deputy GM and GM of the Accounting and Financial Dept. of the Company. Now, he acts as the GM of
Accounting and Financial Dept. and staff supervisor of the Company, director of Shenzhen Tellus Xinyongtong
Auto Development Co., Ltd., director of the Shenzhen Zhongtian Industrial Co., Ltd.(controlling subsidiary of the
Ke Wensheng
Company), and Shenzhen Teyao Investment Development Co., Ltd.; serve as the supervisor of Shenzhen SD Tellus
Property Management Co., Ltd. (the controlling subsidiaries of the Company), Shenzhen Telixing Investment Co.,
Ltd.(joint-venture of the Company), Shenzhen Dongfeng Automobile Co., Ltd. And Shenzhen Auto Industry
Imp-Exp Co., Ltd. (joint-venture of the Company) respectively.
Guo Jian He ever took posts of software engineer and project leader of Shenzhen Changhong Telecommunication Equipment
Co., Ltd., business vice GM and senior engineers of development dept., enterprise management dept. and enterprise
I dept. of SDG, deputy GM of enterprise I dept. of SDG, deputy director , director of enterprise management dept.
of SDG, deputy GM of Shenzhen SDG Xiaomeisha Tourism Center, deputy GM of Shenzhen SDG Information Co.,
Ltd., and director of planning dept. (enterprise I dept.) of SDG. Now he serves as standing deputy GM of the
Company and hold concurrent posts of director of Shenzhen SD Huari Automobile Enterprise Co.Limited
(controlling subsidiary of the Company), director of Shenzhen Xinyongtong Auto Vehicle Inspection Equipment
Co., Ltd. (controlling subsidiary of the Company), director of Shenzhen Dongfeng Automobile Co., Ltd. (affiliated
enterprise of the Company) and director of Shenzhen Auto Industrial Import & Export Co., Ltd. (affiliated enterprise
of the Company)
He ever took the posts of Manager of China Marketing Department of Shanghai Pepsi Food Co., Ltd. and Assistant
General Manager of the Company. He now acts as Deputy General Manager and secretary of the Board of the
Guo Dongri Company. Meanwhile, he serves as director of Shenzhen Xinyongtong Auto Vehicle Inspection Equipment Co., Ltd.
(the controlling subsidiary of the Company) and director of Shenzhen Auto Industrial Import & Export Co., Ltd.
(joint-venture of the Company)
He ever took the posts of Deputy Manager of Planning & Financial Dept. and Manager of Auditing Dept. in
Shenzhen Special Economic Zone Development (Group) Company; Director and CFO of the Company. He now
acts as Deputy General Manager of the Company and concurrently holds the post of Director of Shenzhen Auto
Ren Yongjian
Industry and Trade Corporation (the controlling subsidiary of the Company), Director of Shenzhen Tellus Xing
Investment Co., Ltd. (joint-venture of the Company), Director of Shenzhen Tellus Gem Investment Co.,
Ltd.( joint-venture company of the Company) .
45
深圳市特力(集团)股份有限公司 2013 年度报告全文
He ever took the Deputy General Manger of Shenzhen Xianke Real-estate Co., Ltd., Manager of Investment
Department of China Sports Group Industry Co., Ltd.; Director to the Office of General Manger of Shenzhen SDG
Co., Ltd; and Supervisor of the Company. Now, he acts as Deputy General Manager of the Company. Meanwhile, he
Feng Yu
serves as director of Shenzhen Auto Industry and Trade Corporation (the controlling subsidiaries of the Company),
Shenzhen SD Huari Auto Enterprise Co., Ltd. (the controlling subsidiaries of the Company) and Director of
Shenzhen Zung Fu Tellus Auto Service Co., Ltd. (associated company of the Company).
Post-holding in shareholders unit
√Applicable □Not applicable
Receiving
Office term Office term remuneration from
Name Name of shareholders units Position
start from ended shareholders units
(Y/N)
General
Zhang Jianmin SHENZHEN SDG CO., LTD. Y
Manager
Yu Lei SHENZHEN SDG CO., LTD. Deputy GM Y
Director of
Jiang Hongjun SHENZHEN SDG CO., LTD. Enterprise I Y
dept.
Director of
audit &
Zhang Xinliang SHENZHEN SDG CO., LTD. Y
supervision
department
Director of
Fu Chunlong SHENZHEN SDG CO., LTD. H&R Y
department
Explanation on
holding post Except for the above mentioned, other directors, supervisor and senior executives are not taking post in
shareholders shareholders units.
unit
Post-holding in other unit
√Applicable □Not applicable
Receiving
Office term Office term
Name Name of other units Position remuneration from
start from ended
other units (Y/N)
Beijing Jimkai Sinocoms Appraisal Co.,
Liu Hongling Deputy GM Y
Ltd
Senior
Wei Shaohui Guangdong Shu Jun Law Firm Y
partner
Pang Yuan Real Estate Development Co.,
Ji Huibin Deputy GM Y
Ltd.
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深圳市特力(集团)股份有限公司 2013 年度报告全文
Explanation on
holding post in Except for the above mentioned, other directors, supervisor and senior executives are not taking post in other units.
other unit
III. Remuneration for directors, supervisors and senior executives
Decision-making procedures, determine basis and actual payment of remuneration for directors, supervisors and senior executives
The Company strictly in accordance with relevant regulations of “Management System of Human Resources of
Tellus Group” and “Remuneration Management Plan of Tellus Group (Trial)” continues to perfect inspection
rules and seriously exercise performance evaluation, carry out remuneration based on evaluation results.
Remuneration for directors, supervisors and senior executives in reporting period
In ten thousand Yuan
Total
Total Remuneration
remuneration
Post-holding remuneration actually
Name Title Sex Age obtained from
status obtained from obtained at
shareholders
the Company period-end
unit
Currently in
Zhang Ruili Chairman M 51 69.83 69.83
office
Currently in
Luo Bojun Director, GM M 52 65.31 65.31
office
Chairman of
Currently in
Guan Zhicai supervisory M 60 60.18 60.18
office
committee
Currently in
Fu Bin Director, CFO M 52 53.8 53.8
office
Standing Currently in
Guo Jian M 49 21.13 21.13
deputy GM office
Currently in
Ren Yongjian Deputy GM M 51 53.8 53.8
office
Currently in
Guo Dongri Deputy GM M 49 53.8 53.8
office
Currently in
Feng Yu Deputy GM M 47 53.8 53.8
office
Currently in
Wang Guangye Supervisor M 56 27.83 27.83
office
Currently in
Ke Wensheng Supervisor F 46 26.92 26.92
office
Independent Currently in
Liu Hongling F 60 5 5
Director office
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深圳市特力(集团)股份有限公司 2013 年度报告全文
Independent Currently in
Ji Huibin M 44 5 5
Director office
Independent Currently in
Wei Shaohui M 42 5 5
Director office
Total -- -- -- -- 501.4 0 501.4
Delegated equity incentive for directors, supervisors and senior executives in reporting period
□ Applicable √ Not applicable
IV. Post-leaving and dismissals for directors, supervisors and senior executives
Name Title Type Date Reasons
Zhang Junlin Director Office leaving 2013-03-11 Work
Jiang Hongjun Director Be elected 2013-03-28 Nominated by largest shareholder
Standing deputy
Guo Jian Engagement 2013-03-11 Engagement
GM
V. Changes of core technology team or key technicians in reporting period (not including
directors, supervisors and senior executives)
Nil
VI. Employees of the Company
Employee in-post 578
Retired employees expenses borne by the 330
Company
Professional composition
Administration staff (management) 111
Financial staff 39
Technician 60
Sales personnel 57
Production personnel 147
Others 164
Total 578
Educational background
Master 16
Bachelor degree 68
Junior college 125
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深圳市特力(集团)股份有限公司 2013 年度报告全文
Technical secondary school 127
Other 242
Total 578
Remuneration policy: The Company strictly in accordance with relevant regulations of “Management System of
Human Resources of Tellus Group” and “Remuneration Management Plan of Tellus Group (Practice)” ,
formulated inspection rules and seriously exercise performance evaluation, carry out remuneration based on
evaluation results.
Training planning: the Company always attaches importance to the training and development work for employees;
create innovation into part of the long-term development strategy of the Company. Combine with current situation
of the Company, and take annual planning, position requirement and responsibility as well as enterprises
development needs into consideration, the Company formulated a systematic training plans and talent cultivation
projects; strengthen training works in aspect of multi-tiered, multi-channel, multi-field and multi-form, including
induction training for new employees, business training for on-job employees, operation skill training for workers
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深圳市特力(集团)股份有限公司 2013 年度报告全文
at the production line, upgrade training for manager, project development and risk control training, continues to
improve general quality for employees in order to achieve a win-win situation for the Company and employees.
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深圳市特力(集团)股份有限公司 2013 年度报告全文
Section VIII. Corporate Governance
I. Brief introduction about corporate governance
During the reporting period, the Company has been observing the Company Law, Securities Law and relevant
rules issued by the CSRC, for the purpose of improving its legal person governance structure and standardizing its
operation level. According to the Articles of Association, Procedure Rules of General Meeting, Procedure Rules of
Board of Directors, Procedure Rules of Supervisory Committee, Working Rules of Independent Directors,
Working Rules of General Manager and a series of rules and regulations, the Company maintained normal
performance of the duties and obligations of its general meeting, board of directors and supervisory committee.
Each of its directors and supervisors can perform their duties earnestly. Its corporate governance conformed to the
requirements of certain regulation documents issued by the CSRC concerning corporate governance of listed
company.
In the reporting period, in line with requirment of internal control, the Company formulated governance
mechanism as “Management System of Strategy Planning” with its actual condition to improve the internal
decision-making and operation mechanism and standardize legal person governance structure.
Whether there are differences between the corporate governance and the "Company Law" and the relevant
provisions of China Securities Regulatory Commission
□ Yes √ No
There were no significant differences in corporate governance and the "Company Law" and the relevant
provisions of China Securities Regulatory Commission.
The development of special activities for corporate governance, and establishment and implementation of
registration and management system for inside information insider
(I) Implementation of special activity in respect of corporate governance: pursuant to the Circular on Investor
Protection Propaganda Activity of Listed Company (SZJGSZ(2012)No.60) issued by the securities regulatory
bureau of Shenzhen, the Company carried out activities of investor protection propaganda and investors
communication in many ways, such as set up a “Investor Protection” column in Companys website, replying
investors questions via the interactive platform of SSE and report documents etc.; to build understanding on the
Company, hawking ideas of value investing to investors, leading investor to judge a companys value in a reason
way, improving the scientific of investor decision, and protect legal rights of the investors. 2. On 13 September
2013, the Company participate in the “Interactive Platform of Investors Relationship for Listed Companies in
Shenzhen and Investors Reception On-line” that jointly hold by Shenzhen Securities Regulatory Bureau, The
Listed Company Association of Shenzhen and Shenzhen Securities Information Co., Ltd., dozens of hot issues of
Company conditions, market environment, development strategy, operation status and sustainable development
planning from the investors are reply through on-line communication, present a sound communication with the
investors and shows a idea of the Company as investor-oriented all the time. 3. In routine works, the Company
answers investors questions timely through network platform, inquiry telephone from investors and investors
interactive platform of Shenzhen Stock Exchange, communicate with small and medium-sized investors. (II)
Determination and implementation of insider registration management system: the Company has been paying
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深圳市特力(集团)股份有限公司 2013 年度报告全文
great attention to standardization of insider information management. In order to standardize its insider
information management, strengthen insider information confidentiality and disclose information on a fair basis,
according to relevant regulations, the Company considered and approved the Information Disclosure Working
System at the 5th extraordinary meeting of the 5th board on 20 July 2007. the Insider Information Registration
System was considered and approved at the 2nd meeting of the 6th board on 27 October 2009, pursuant to which,
the Company expressly determined the principal organ in charge of information disclosure, the internal reporting
system, scope of insider information, insider information management rules, filing registration methods and
confidential obligations. The Company executed related policies in strict manner, took effective measures before
disclosing material sensitive information, minimized the scope of insider, and made propaganda in respect of
insider confidential obligations, thus to prevent escape of insider information and insider transaction. In 2013, the
Company found that no insider took use of insider information to trade its stock out of line, and no insider had
received supervisory measures and administrative punishment from the regulatory authorities due to involvement
in insider transaction.
II. Annual general meeting and extraordinary general meeting held in reporting period
1. Annual General Meeting in the report period
Name of meeting
Session of meeting Date Situation Date of disclosure Index of disclosure
motion
Deliberated the
follow proposals as
“Work Report of the
Board for year of
2012”;”Audit Report
of 2012” (Chinese
and English
“Resolution Notice
Version);”Profit
of Annual General
Distribution Plan for
All proposals have Meeting of 2012”
year of
been passed with (No.: 2013-023)
2012”;”Annual
100% in total voting published on
Annual General Report of 2012”
2013-06-25 rights of attendant 2013-06-26 Securities Times,
Meeting of 2012 (Chinese and
shareholders in Hong Kong
English Version);
favor, 0 in against Commercial Daily
“Financial Result
and 0 abstention and Juchao Website
Report of 2012”;
(www.cninfo.com.cn
“Financial Budget
)
for year of 2013”;
“Work Report of
Supervisory
Committee for year
of 2012”;
“Engagement of
Audit Institution for
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深圳市特力(集团)股份有限公司 2013 年度报告全文
year of 2013”;
“Engagement of
Audit Institution for
Internal Control of
2013”
2. Extraordinary general meeting in the report period
Name of meeting
Session of meeting Date Situation Date of disclosure Index of disclosure
motion
“Resolution Notice
of First
Deliberated the
Extraordinary
“Investment project All proposals have
General Meeting of
of Tellus Shuibei been passed with
2013” (No.:
First Extraordinary Jewelry Building 100% in total voting
2013-007) published
General Meeting of 2013-01-24 (Tentatively)” and rights of attendant 2013-01-25
on Securities Times,
2013 “proposal of shareholders in
Hong Kong
planning to sales favor, 0 in against
Commercial Daily
some of the and 0 abstention
and Juchao Website
property”
(www.cninfo.com.cn
)
Deliberated the
“proposal of selling
property of 6/F and
7/F of Dongfeng
“Resolution Notice
Building”; “proposal
of Second
of preemption right
Extraordinary
for 75 percent equity All proposals have
General Meeting of
of Shenzhen been passed with
Second 2013” (No.:
Dongfeng 100% in total voting
Extraordinary 2013-013) published
2013-03-28 Automobile Co., rights of attendant 2013-03-29
General Meeting of on Securities Times,
Ltd. abandon by shareholders in
2013 Hong Kong
Shenzhen Auto favor, 0 in against
Commercial Daily
Industry and Trade and 0 abstention
and Juchao Website
Corporation”;
(www.cninfo.com.cn
“Supplement Mr.
)
Jiang Hongjun as
Director of 7th
session of the
Board ”
III. Responsibility performance of independent directors in report period
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深圳市特力(集团)股份有限公司 2013 年度报告全文
1. The attendance of Board meetings and general meeting for independent directors
Attendance of Board meetings for independent directors
Times of Board
Absent the
meeting Times of Times of
Name of independent Times of present Times of Meeting for the
supposed to attending by entrusted
director in person Absence second time in a
attend in the communication presence
row (Y/N)
report period
Liu Hongling 10 3 7 0 0N
Wei Shaohui 10 3 7 0 0N
Ji Huibin 10 3 7 0 0N
Times presented in general meeting by
3
independent directors
Explanation of absent the Board Meeting for the second time in a row
Nil
2. Objection for relevant events from independent directors
Whether independent directors come up with objection about companys relevant matters or not
□ Yes √ No
Independent directors has no objections for relevant events in reporting period
3. Other explanation about responsibility performance of independent directors
Whether the opinions from independent directors have been adopted or not
√Yes □ No
Explanation on advice that accepted/not accepted from independent directors
In accordance with relevant laws and regulation of “Company Law”, “Securities Laws”, “Listing Rules for
Stocks” and “System of Independent Directors”, independent directors focus on the normative of Companys
operation, performed responsibility independently and carry out their duties diligently; issued independent and
fair-ness independent opinions on the audit institution, appointed in reporting period for financial report and
internal control of the Company, related transactions, capital contact with related parties and external guarantee,
profit distribution, amendment of article of association, director and senior executives changes as well as other
events needs independent opinions issued, which perfected supervision mechanism for the Company and play a
corresponding role in protecting legal interest of the Company and whole shareholders.
IV. Responsibility performance of subordinate special committee of the Board in report
period
The Company set three special committees under the board of directors, namely the strategic committee, the audit
committee as well as the remuneration and examination committee.
1. Duty performance of the strategic committee
The strategic committee of the board is specially set according to general meeting resolution and the Articles of
54
深圳市特力(集团)股份有限公司 2013 年度报告全文
Association, responsible for study on the long term development strategy and material investment decisions and
raising its recommendations. The committee comprised of 5 directors, one of which is independent director, and
the committee is chaired by chairman of the board. During the reporting period, the committee performed its
duties according to the Working Rules of the Strategic Committee, with each of its members doing their best to
perform the respective duties. The Committee takes part in the discussion on the operation development planning
and related investment projects. Individual opinions and recommendations are encouraged. It emphasizes on legal
person governance and standardized operation. By raising measures to prevent operation risks, the committee
plays an important role in increasing the core competitiveness, strengthening scientific decisions and enhancing
efficiency of material investment decision as well as the quality of decisions.
2. Duty performance of the audit committee
During the reporting period, the committee performed its duties according to the Articles of Association and
Working Procedures of the Audit Committee. The committee pays close attention to the operation, finance and
implementation of standard internal control. It strengthens communications with the relevant responsible
departments within the Company, and reviews the effective appraisal on the internal control and corporate risk
management by means of telecommunication, investigation and reporting. It reviews that whether the operation,
finance and accounting policy of the Company follows relevant laws and rules, and provides management and
audit opinions.
During the annual audit, the audit committee took active attitude in relevant works. Prior to the official
involvement of Ruihua Certified Public Accountants (LLP) (hereinafter referred to as Ruihua) in the annual audit,
the committee determined the working arrangement for 2013 annual audit after negotiation with Ruihua on 09
December 2013, which has been submitted to the independent directors of the Company. On 21 January 2014, the
audit committee held meeting to review the financial statements prepared by the Company, and believed that the
preparation of such statements was in compliance with provisions of enterprise accounting principles, reflecting
the financial position as of the end of 2013 and operating results of 2013 on a truthful basis. Thus, the committee
agreed to submit the financial statements and related information to Ruihua for audit.
After the official audit by Ruihua, members of the audit committee made calls to enquire the audit progress, and
urged the accounting firm to complete audit as scheduled according to the working arrangement, so as to ensure
prompt disclosure of its annual report. Meanwhile, the committee conducted communications with the
accountants in respect of the issues found in audit works.
After the issuance of initial audit opinions by the accountants, the audit committee held meeting on 24 March
2014 to re-review the financial statements, and formed written opinions and resolutions in respect of the annual
financial statements, audit work summary report and reengagement of CPA, which were submitted to the board for
consideration.
3. Duty performance of the remuneration and examination committee
During the reporting period, the remuneration and examination committee reviewed the remuneration of directors,
supervisors and senior management of the Company. The entire members of the committee believed that the
remuneration payment in the reporting period complied with the Companys performance examination system.
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深圳市特力(集团)股份有限公司 2013 年度报告全文
The remuneration of directors, supervisors and senior management were determined according to the relevant
systems of the Company.
V. Works from Supervisory Committee
Whether the Company has risks or not in reporting period that found in supervisory activity from supervisory committee
□ Yes √ No
Supervisory committee has no objections for the supervise matters in reporting period
VI. Independency of the Company relative to controlling shareholders’ in aspect of businesses,
personnel, assets, institution and finance
The Company has been independent from the controlling shareholders in terms of business, personnel, asset,
institution and finance. The Company has independent and complete business and is able to operate
independently.
(I) Business: the Company belongs to independent legal person entity. Being completely independent from
controlling shareholders, it has independent and complete business system and is able to operate independently.
The Company has independent production, sales and service systems and its major business. There is no
inter-competition between the Company and its controlling shareholders and related parties.
(II) Personnel: the Company establishes complete labor, human resources and salary management systems. All the
senior management of the Company receives remuneration from the Company since they are employed by the
Company, and no one takes position in the enterprises owned by shareholders.
(III) Assets: the Company is completely independent from the controlling shareholder in terms of assets; each of
them is able to operate independently. The Company has complete and separate purchase system, production
system, sales system and relevant service system. Intangible assets including industry property, trademark and
non-proprietary technology are owned by the Company on separate basis.
(IV) Finance: the Company has independent financial accounting department which set independent accounting
calculation system and finance management system. No controlling shareholder intervenes in the capital
application of the Company. The Company opens separate bank accounts. No capital is saved in the financial
company or settlement center account controlled by substantial shareholder or other related parties. The Company
pays taxes by law independently.
(V)Institution: the board, the supervisory committee and other internal institutions of the Company operate
independently. All the institutions of the Company are set according to the standards requirements applicable to
listed company and actual business natures of the Company. It has independent office location.
VII. Horizontal competition
Nil
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深圳市特力(集团)股份有限公司 2013 年度报告全文
VIII. Appraisal and incentive mechanism for senior executives
Board of the Company evaluated senior executives based on relevant regulations at end of this reporting period.
57
深圳市特力(集团)股份有限公司 2013 年度报告全文
Section IX. Internal control
I. Construction of internal control
According to the requirements of laws and regulations and regulatory documents including Basic Standards of
Enterprise Internal Control, Application Guidance for Enterprise Internal Control, Appraisal Guidance for
Enterprise Internal Control, Guidance on Standard Operation of Listed Company on the Main board of Shenzhen
Stock Exchange, the Company has been constructing healthy internal control system, implementing the relevant
requirements, strengthening supervision and inspection on execution of internal control, continuing to improve
governance level, advancing corporate standard operation and effectively preventing operation decision and
management risks, to ensure stable operation of the Company.
During the reporting period, the Company made constant improvement and optimization as to its internal control
system based on specific risks pursuant to Basic Standards of Enterprise Internal Control and Guidance on
Internal Control of Listed Company issued by relevant national authorities, so as to adapt to variable external
environment and internal management. Implementation of internal control works was organized by the board
directly. In particular, it formed the working mechanism for internal control works which was responsible by the
chairman of the board and involved by relevant departments. The Company established appraisal team for internal
control. The board of the Company authorized its audit department to take charge of the detailed implementation
of internal control appraisal and to make appraisal on the high-risk areas and units within the appraisal scope.
Appraisal scope as to internal control covers the major business and issues of the Company and its underlying
entity, especially the following areas with high risks: investment management risk, market environment risk,
merger & acquisition risk, policy risk, investment decision risk, property management risk, lawsuits risk, contract
management risk, capital management risk, etc.
Business and issues taken into account in appraisal scope includes: capital management, purchase management,
property lease management, auto sales management, auto maintenance management, fixed assets management,
equity investment management, financing management, overall budget, cost expense management, contract
management, financial report, human resources, related transaction, etc.
The internal control of the above business and issues covers major aspects of the operation management of the
Company, without material omission. Internal control appraisal works were conducted in strict accordance with
the basic standards, appraisal guidance and procedures as provided by its internal control appraisal method, with
major procedures implemented by the internal control appraisal team. Specifically, it first made the Self-appraisal
Implementation Scheme for Internal Control which determined the appraisal scope and technical standard, and
delivered the relevant test notice. Later, it formed internal control appraisal project team. Prior to implementation
by such project team, it held training meeting oriented for personnel participating in the test. After that, it carried
out site works and completed appraisal draft.
During the appraisal, the working team adopted various methods including individual interview, investigation,
subject discussion, operation test, site inspection, and sample and comparison analysis, to collect the evidence to
prove whether the design and operation of internal control was effective. Besides, it completed the appraisal draft
based on actual condition, and identified defect in internal control.
According to the requirement for recognition of material defect, important defect and normal defect provided in
58
深圳市特力(集团)股份有限公司 2013 年度报告全文
the Basic Standards and Appraisal Guidance, the Company, taking into account factors such as company scale,
industrial nature, risk preference and risk exposure, determined the specific recognition standard for internal
control defect applicable to the Company. According to the above recognition standard, normal supervision and
special supervision, there was no material defect in the internal control of the Company during the appraisal.
The Company engaged Ruihua CPA to conduct independent audit on its internal control during the Period.
II. Statement of the Board on responsibility for internal control
The board of directors and all the members guarantee that there is no false statement, misleading representation or
material omission in the content of this report, and take several and joint responsibility as to the truthfulness,
accuracy and completeness of the content.
To establish healthy internal control and effectively implement the same is the responsibility of the board.
III. Bases for establishment of financial report internal control
The bases for establishment of financial report internal control are the Basic Standard of Enterprise Internal
Control and its affiliated guidance. Ruihua Certified Public Accountants (LLP) issued the audit report with
unqualified opinion for the year of 2013 in the Period and no material defect in the financial report of internal
control been found in the reporting period.
IV. Evaluation report of internal control
Details of major defects in evaluation report that found in reporting period
No major defects been found in internal control in reporting period
Date of evaluation report of internal
2014-04-01
control (full-text) disclosed
Index of evaluation report of Juchao website http://www.cninfo.com.cn, the website for information disclosure appointed by
internal control (full-text) disclosed Shenzhen Stock Exchange
V. Audit report of internal control
√ Applicable □ Not applicable
Auditing comments section in audit report of internal control
We consider that, according to relevant regulations and “Basic Rules of Internal Control for Enterprise”, Shenzhen Tellus Holding
Co., Ltd. maintained an efficiency internal control of financial report dated 31 December 2013, in all material aspects.
Date of audit report of internal
2014-04-01
control (full-text) disclosed
Index of audit report of internal Juchao website http://www.cninfo.com.cn, the website for information disclosure appointed by
control (full-text) disclosed Shenzhen Stock Exchange
Whether CPA carries out qualified opinion for audit report of internal control or not
□Yes √No
Whether the opinions are consistent in audit report of internal control carrying out by CPA and the self-evaluation report of the Board
√Yes □ No
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深圳市特力(集团)股份有限公司 2013 年度报告全文
VI. Establishment and enforcement of Accountability Mechanism for Major Errors in Annual
Report
The “Accountability Mechanism for Major Errors in Annual Report Disclosure under the Name of Shenzhen
Tellus Holding Co., Ltd.” was deliberated and approved by 3rd Meeting of 6th Session of the Board, with purpose
of standard operation quality, enhancing the accuracy, true-ness, complete-ness and timely of the information
disclosed; strengthening on accountability for person who in charge of the annual information disclosure,
improving the quality and transparency of annual information that disclosed.
The Company strictly follow requirement of mechanism in reporting period, and has no major errors being found
in the information disclosure.
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深圳市特力(集团)股份有限公司 2013 年度报告全文
Section X． Financial Report
Auditors’ Report
Type of auditing opinion Standard report without qualified opinion
Date of issue of the Auditors Report Mar 31 2014
Name of the CPA Ruihua Certified Public Accountants (LLP)
Number of the Auditors Report 瑞华审字[2014]48330004 号
Name of the certified accountants Yuan Longping、Zhou Xuechun
Auditors’ Report
To the shareholders of Shenzhen Tellus Holding Company Limited:
We have audited the accompanying financial statements of Shenzhen Tellus Holding
Company Limited (―the Company‖), which comprise the consolidated and company balance
sheet as at 31 December 2013, and the consolidated and company income statement, the
consolidated and company cash flow statement, the consolidated and company statements
of changes in equity for the year then ended, and notes to these financial statements
Management’s Responsibility for the Financial Statements
The Company‘s management is responsible for the preparation of financial statements that
give a true and fair view. This responsibility includes: (1) Preparing financial statements in
accordance with the Accounting Standards for Business Enterprises. (2) Designing,
implementing and maintaining internal control relevant to the preparation of financial
statements that are free from material misstatement, whether 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 China‘s Auditing Standards for the Certified
Public Accountants. Those standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance 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 due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity‘s preparation of the financial statements in
order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company‘s internal control. An
audit also includes evaluating the appropriateness of accounting policies used and the
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深圳市特力(集团)股份有限公司 2013 年度报告全文
reasonableness of accounting estimates made by management, as well as evaluating the
overall presentation of the financial statements.
Audit Opinions
In our opinion, the company‘s financial statements comply with the Accounting Standards
for Business Enterprises and present fairly, in all material respects, the financial position of
the Company as at 31 December 2013, and the results of operations and cash flows of the
Company for the year then ended.
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深圳市特力(集团)股份有限公司 2013 年度报告全文
Consolidated Balance Sheet
As at 31 December 2013
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note Closing balance Opening balance
Current Assets：
Monetary funds Ⅶ、1 69,898,791.56 55,145,531.39
Financial assets held-for-trading
Note receivables
Account receivables Ⅶ、2 5,016,738.78 5,779,383.21
Prepayments Ⅶ、4 8,309,574.73 8,453,261.56
Premiums account receivable
Dividends receivable
Other receivables Ⅶ、3 8,028,356.69 12,294,045.05
Inventories Ⅶ、5 62,826,365.70 47,813,852.20
Non-current asset due within one year
Other current assets Ⅶ、6 11,644,102.02 7,495,557.97
Total current assets 165,723,929.48 136,981,631.38
Non-current Assets:
Financial assets held-for-trade Ⅶ、7 1,480,168.80 1,591,906.25
Held-to-maturity investments Ⅶ、8 100,000.00 100,000.00
Long-term receivables Ⅶ、9
Long-term equity investments Ⅶ、10 201,873,586.75 186,572,923.39
Investment properties Ⅶ、11 88,422,673.91 96,666,571.61
Fixed assets Ⅶ、12 149,968,663.80 156,061,636.80
Construction in progress Ⅶ、13 41,642,020.40 12,977,929.03
Materials for construction
Disposal of fixed assets
Bio-assets in production
Oil and gas assets
Intangible assets Ⅶ、14 33,255.04 106,588.62
Development expenditure
Goodwill
Long-term deferred expenses Ⅶ、15 848,038.96 803,230.14
Deferred tax assets Ⅶ、16 24,566,702.71 26,709,762.78
Other non-current assets Ⅶ、17 26,339,112.00 26,339,112.00
Total non-current assets 535,274,222.37 507,929,660.62
Total Assets 700,998,151.85 644,911,292.00
63
深圳市特力(集团)股份有限公司 2013 年度报告全文
Consolidated Balance Sheet（Continued）
As at 31 December 2013
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note Closing balance Opening balance
流动负债：
Short-term loans Ⅶ、20 110,969,952.93 93,881,155.00
Financial liabilities held-for-trade
Notes payable Ⅶ、21 15,920,748.09
Accounts payable Ⅶ、22 22,008,010.24 23,626,617.53
Advance from customers Ⅶ、23 22,087,866.51 31,857,080.49
Employee benefits payable Ⅶ、24 14,408,687.62 12,581,105.70
Taxes and due payable Ⅶ、25 16,687,262.22 11,845,434.44
Premiums payables
Dividends payable Ⅶ、26 1,455,297.72
Other payables Ⅶ、27 107,809,585.66 99,275,953.73
Non-current liabilities due within one year Ⅶ、28 12,000,000.00 12,000,000.00
Other current liabilities
Total current liabilities 321,892,113.27 286,522,644.61
Non-current liabilities：
Long-term loans Ⅶ、29 131,000,000.00 143,000,000.00
Bonds payable
Long-term payables Ⅶ、30 13,319,681.59 12,981,872.24
Special payables
Accrued liabilities
Deferred tax liabilities Ⅶ、16 1,248,087.86 1,345,258.91
Other non-current liabilities Ⅶ、31 29,823,013.37
Total non-current liabilities 175,390,782.82 157,327,131.15
Total liabilities 497,282,896.09 443,849,775.76
Owners' equity：
Paid-in capital Ⅶ、32 220,281,600.00 220,281,600.00
Capital reserve Ⅶ、33 8,508,531.18 8,732,694.55
Less: treasury shares
Special reserve
Surplus reserve Ⅶ、34 2,952,586.32 2,952,586.32
General risk reserve
Undistributed profit Ⅶ、35 -40,390,760.22 -47,291,479.26
Foreign exchange translation difference
Total owners' equity attributable to parent
191,351,957.28 184,675,401.61
company
Minority interests 12,363,298.48 16,386,114.63
Total owners’equity 203,715,255.76 201,061,516.24
Total liabilities and owners’equity 700,998,151.85 644,911,292.00
Legal representative: Zhang Ruili Person in charge of accounting: Luo Bojun
Chief Financial Officer: Fu Bin Person in charge of accounting organ: Ke Wensheng
64
深圳市特力(集团)股份有限公司 2013 年度报告全文
Balance Sheet
As at 31 December 2013
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note Closing balance Opening balance
Current Assets：
Monetary funds 30,209,143.04 1,614,187.49
Financial assets held-for-trade
Notes receivable
Accounts receivable XIII、1
Prepayments 21,000.00
Premiums receivable
Dividends receivable
Other receivables XIII、2 36,330,120.01 53,031,898.91
Inventories
Non-current asset due within one year
Other current assets
Total current assets 66,560,263.05 54,646,086.40
Non-current Assets:
Financial assets available-for-sale 1,480,168.80 1,591,906.25
Held-to-maturity investments
Long-term receivable
Long-term equity investments XIII、3 426,777,549.25 412,739,079.62
Investment properties 55,919,100.96 58,884,316.80
Fixed assets 18,675,995.34 18,963,289.36
Construction in progress 251,308.70 235,849.10
Materials for construction
Disposal of fixed assets
Bio-assets in production
Oil and gas assets
Intangible assets 33,255.04 77,421.87
Development expenditure
Goodwill
Long-term deferred expenses 65,496.04 106,861.96
Deferred tax assets 14,025,080.64 14,064,022.84
Other non-current assets
Total non-current assets 517,227,954.77 506,662,747.80
Total Assets 583,788,217.82 561,308,834.20
65
深圳市特力(集团)股份有限公司 2013 年度报告全文
Balance Sheet (Continued)
As at 31 December 2013
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note Closing balance Opening balance
Current liabilities：
Short-term loans 67,544,160.00 49,544,160.00
Financial liabilities held-for-trade
Notes payable
Accounts payable
Advance from customers
Employee benefits payable 4,145,439.65 3,400,003.58
Taxes and due payable 403,514.95 286,821.39
Interest payable
Dividends payable
Other payables 287,687,112.90 268,460,296.54
Non-current liabilities due within one year 6,000,000.00 6,000,000.00
Other current liabilities
Total current liabilities 365,780,227.50 327,691,281.51
Non-current liabilities：
Long-term loans 101,500,000.00 4,680,000.00
Bonds payable
Long-term payables
Special payables
Accrued liabilities 87,568,728.57
Deferred tax liabilities 353,363.01 298,948.76
Other non-current liabilities
Total non-current liabilities 101,853,363.01 92,547,677.33
Total liabilities 467,633,590.51 420,238,958.84
Owners' equity：
Paid-in capital 220,281,600.00 220,281,600.00
Capital reserve 5,315,107.90 5,539,271.27
Less: treasury shares
Special reserve
Surplus reserves 2,952,586.32 2,952,586.32
General risk reserve
Undistributed profit -106,319,945.78 -97,009,267.91
Total owners' equity attributable to
122,229,348.44 131,764,189.68
parent company
Total liabilities and owners' equity 589,862,938.95 552,003,148.52
Legal representative: Zhang Ruili Person in charge of accounting: Luo Bojun
Chief Financial Officer: Fu Bin Person in charge of accounting organ: Ke Wensheng
66
深圳市特力(集团)股份有限公司 2013 年度报告全文
Consolidated Income Statement
For the Year Ended 31 December 2013
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note Closing balance Opening balance
Ⅰ.Total operating income 486,729,308.18 419,642,661.31
Including: Operating income Ⅶ、36 486,729,308.18 419,642,661.31
Ⅱ.Total operating Costs 478,752,408.51 429,717,301.49
Including: Operating costs Ⅶ、36 387,558,722.36 336,419,631.43
Business tax and extra charges Ⅶ、37 7,351,792.51 5,922,740.31
Selling expenses Ⅶ、38 21,265,233.88 20,698,948.07
General and administrative expense Ⅶ、39 44,227,973.01 45,435,681.23
Financial expense Ⅶ、40 16,783,591.71 10,081,337.64
Impairment losses of assets Ⅶ、42 1,565,095.04 11,158,962.81
Add: Gains from changes in fair value ("-"
means loss)
Investment income ("-" means loss) Ⅶ、41 8,550,869.02 4,907,776.00
Including: Investment income from
7,831,419.53 4,256,541.71
associates and joint venture
Ⅲ.Operating profit ("-" means loss) 16,527,768.69 -5,166,864.18
Add: Non-operating income Ⅶ、43 331,465.34 14,553,855.33
Less: Non-operating expenses Ⅶ、44 2,680,027.26 150,447.76
Including: Loss on disposal of non-
Ⅶ、44 74,691.28 121,282.97
current assets
Ⅳ.Total profit ("-" means loss) 14,179,206.77 9,236,543.39
Less: Income tax expenses Ⅶ、45 11,161,230.57 8,264,624.20
Ⅴ.Net profit ("-" means loss) 3,017,976.20 971,919.19
Net attributable to owners of parent company 6,900,719.04 7,146,259.35
Minority interests -3,882,742.84 -6,174,340.16
Ⅵ.Earnings per share
Basic Earnings per share Ⅶ、46 0.03 0.03
Diluted Earnings per share Ⅶ、46 0.03 0.03
Ⅶ.Other comprehensive income Ⅶ、47 -224,163.37 163,242.75
Ⅷ.Total comprehensive income 2,793,812.83 1,135,161.94
Total comprehensive income attributable to
6,676,555.67 7,309,502.10
owners of parent company
Total comprehensive income attributable to
-3,882,742.84 -6,174,340.16
minority interests
Legal representative: Zhang Ruili Person in charge of accounting: Luo Bojun
Chief Financial Officer: Fu Bin Person in charge of accounting organ: Ke Wensheng
67
深圳市特力(集团)股份有限公司 2013 年度报告全文
Income Statement
For the Year Ended 31 December 2013
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Amount for the current Amount for the prior
Item Note
period period
Ⅰ.Total operating income XIII、4 18,196,957.74 14,936,256.61
Less:Operating cost XIII、4 4,221,693.27 4,205,086.89
Business tax and extra charges 991,328.34 836,430.39
Selling expenses
General and administrative expense 19,542,585.98 17,869,230.46
Financial expense 9,871,121.85 4,102,486.94
Impairment losses of assets 116,649.26 2,214,726.96
Add: Gain from changes in fair value ("-" means
loss)
Investment income ("-" means loss) XIII、5 7,318,029.10 5,523,097.47
Including: Investment income from
6,588,469.63 2,689,622.59
associates and joint venture
II.Operating profit ("-" means loss) -9,228,391.86 -8,768,607.56
Add: Non-operating income 14,409,107.14
Less:Non-operating expenses 43,343.81 435.00
Including: Loss on disposal of non-current
43,343.81 435.00
assets
III.Total profit ("-" means loss) -9,271,735.67 5,640,064.58
Less: Income tax expenses 38,942.20 30,061.38
IV.Net profit ("-" means loss) -9,310,677.87 5,610,003.20
V.Other comprehensive income -224,163.37 163,242.75
VI.Total comprehensive income -9,534,841.24 5,773,245.95
Legal representative: Zhang Ruili Person in charge of accounting: Luo Bojun
Chief Financial Officer: Fu Bin Person in charge of accounting organ: Ke Wensheng
68
深圳市特力(集团)股份有限公司 2013 年度报告全文
Consolidated Statement of Cash Flows
For the Year Ended 31 December 2013
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Amount for the Amount for the
Item Note
current period prior period
Ⅰ. Cash Flow from Operating Activities：
Cash received from sales of goods or rendering of
537,798,772.47 490,650,957.82
services
Refund of taxes and levies
Cash received relating to other operating activities Ⅶ、48 8,481,935.53 8,344,217.55
Sub-total of Cash Inflows 546,280,708.00 498,995,175.37
Cash paid for goods and services 437,132,075.12 388,463,315.67
Cash paid to and on behalf of employees 55,368,170.35 56,067,397.03
Cash paid on taxes and levies 24,435,686.07 22,713,007.72
Cash paid relating to other operating activities Ⅶ、48 31,974,411.26 39,507,837.42
Sub-total of Cash Outflows 548,910,342.80 506,751,557.84
Net Cash Flows from Operating Activities -2,629,634.80 -7,756,382.47
Ⅱ. Cash Flows from Investing Activities:
Cash received from return of investments
Cash received investing income 3,179,559.47 4,255,528.29
Net cash received from disposal of fixed assets,
34,900,418.00 27,378,562.00
intangible assets and other long assets
Net cash flows from disposal subsidiary and other
operating unite
Other cash received relating to investing activities
Sub-total of Cash Inflows 38,079,977.47 31,634,090.29
Cash paid to acquire fixed assets, intangible assets
31,164,527.37 30,822,848.76
and other long assets
Cash paid on investments 10,087,147.05 33,500,000.00
Net cash paid on obtain subsidiary and other
operating unite
Cash paid on other investing activities
Sub-total of Cash Outflows 41,251,674.42 64,322,848.76
Net Cash Flows from Investing Activities -3,171,696.95 -32,688,758.47
Ⅲ. Cash flow from Financing Activities
Cash received from investments
Including: Cash received from investments by
minority interests of subsidiaries
Cash received from borrowing 134,075,373.53 378,400,000.00
Cash received from issuing bonds
Cash received from other financing activities 28,008,026.45
Sub-total of Cash Inflows 162,083,399.98 378,400,000.00
Cash repayments on borrowed amounts 128,857,842.60 322,611,233.00
Cash payments for distribution of dividends or profits 11,962,773.54 15,575,489.98
Including: Dividends or profit paid to minority
1,455,297.72
interests of subsidiaries
Cash payments on other financing activities Ⅶ、48 7,436,543.46 547,350.00
Sub-total of cash Outflows 148,257,159.60 338,734,072.98
Net cash flows from financing activities 13,826,240.38 39,665,927.02
Ⅳ. Effect of foreign exchange rate on cash -3,991.92 -1,828.15
Ⅴ. Net increase in cash and cash equivalents 8,020,916.71 -781,042.07
Add: cash equivalents at the beginning of the period 55,145,531.39 55,926,573.46
Ⅵ. Cash equivalents at the end of the period 63,166,448.10 55,145,531.39
Legal representative: Zhang Ruili Person in charge of accounting: Luo Bojun
Chief Financial Officer: Fu Bin Person in charge of accounting organ: Ke Wensheng
69
深圳市特力(集团)股份有限公司 2013 年度报告全文
Cash Flow Statement
For the Year Ended 31 December 2013
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Amount for the Amount for the prior
Item Note
current period period
Ⅰ. Cash Flow from Operating Activities：
Cash received from sales of goods or rendering of
18,196,957.74 14,936,256.61
services
Refund of taxes and levies
Cash received relating to other operating activities 38,066,387.96 16,747,415.69
Sub-total of Cash Inflows 56,263,345.70 31,683,672.30
Cash paid for goods and services
Cash paid to and on behalf of employees 11,992,805.70 10,566,015.15
Cash paid on taxes and levies 3,429,364.05 3,013,316.53
Cash paid relating to other operating activities 10,992,577.29 14,029,304.76
Sub-total of Cash Outflows 26,414,747.04 27,608,636.44
Net Cash Flows from Operating Activities 29,848,598.66 4,075,035.86
Ⅱ. Cash Flows from Investing Activities:
Cash received from return of investments
Cash received investing income 3,179,559.47 4,255,528.29
Net cash received from disposal of fixed assets,
120.00
intangible assets and other long assets
Other cash received relating to investing activities
Sub-total of Cash Inflows 3,179,559.47 4,255,648.29
Cash paid to acquire fixed assets, intangible assets
827,551.74 673,083.78
and other long assets
Cash paid on investments 10,087,147.05 33,500,000.00
Cash paid on other investing activities
Sub-total of cash outflows 10,914,698.79 34,173,083.78
Net Cash Flows from Investing Activities -7,735,139.32 -29,917,435.49
Ⅲ. Cash flow from Financing Activities
Cash received from investments
Cash received from borrowing 58,000,000.00 268,000,000.00
Cash received from issuing bonds
Cash received from other financing activities
Sub-total of cash inflows 58,000,000.00 268,000,000.00
Cash repayments on borrowed amounts 46,000,000.00 229,260,000.00
Cash payments for distribution of dividends or
4,886,560.37 11,167,847.06
profits
Cash payments on other financing activities 631,800.00 180,000.00
Sub-total of cash Outflows 51,518,360.37 240,607,847.06
Net cash flows from financing activities 6,481,639.63 27,392,152.94
Ⅳ. Effect of foreign exchange rate on cash -143.42 -8.68
Ⅴ. Net increase in cash and cash equivalents 28,594,955.55 1,549,744.63
Add: cash equivalents at the beginning of the period 1,614,187.49 64,442.86
Ⅵ. Cash equivalents at the end of the period 30,209,143.04 1,614,187.49
Legal representative: Zhang Ruili Person in charge of accounting: Luo Bojun
Chief Financial Officer: Fu Bin Person in charge of accounting organ: Ke Wensheng
70
深圳市特力(集团)股份有限公司 2013 年度报告全文
71
深圳市特力(集团)股份有限公司 2013 年度报告全文
CONSOLIDATED STATEMENT OF CHANGE IN OWNER'S EQUITY
For the Year Ended 31 December 2013
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Amount for the current year Amount for the prior year
Attribute to the equity of parent company Attribute to the equity of parent company
Item
Minority Total owners' Minority Total owners'
Less: Paid-in capital Less:
Paid-in capital (or Capital Special General Undistributed interests equity Capital Special Surplus General interests equity
Treasury Surplus reserve Others (or Share Treasury Undistributed profit Others
Share capital) reserve reserve reserve profit reserve reserve reserve reserve
shares capital) shares
1.Balance at the End of Last Period 220,281,600.00 8,732,694.55 2,952,586.32 -47,291,479.26 16,386,114.63 201,061,516.24 220,281,600.00 8,569,451.80 2,952,586.32 -54,437,738.61 24,015,752.51 201,381,652.02
Add: Changes of accounting policies
Prior year adjustments
Others
2. Balance at the Beginning of the Year 220,281,600.00 8,732,694.55 2,952,586.32 -47,291,479.26 16,386,114.63 201,061,516.24 220,281,600.00 8,569,451.80 2,952,586.32 -54,437,738.61 24,015,752.51 201,381,652.02
3. Increase/Decrease movements in
-224,163.37 6,900,719.04 -4,022,816.15 2,653,739.52 163,242.75 7,146,259.35 -7,629,637.88 -320,135.78
this Year ("-" means loss)
(I) Net Profit 6,900,719.04 -3,882,742.84 3,017,976.20 7,146,259.35 -6,174,340.16 971,919.19
(II) Gain/Loss to Owners' Equity Directly -224,163.37 -224,163.37 163,242.75 163,242.75
Subtotal of (I)and (II) -224,163.37 6,900,719.04 -3,882,742.84 2,793,812.83 163,242.75 7,146,259.35 -6,174,340.16 1,135,161.94
(III) Capital Injected and Reduced by Owners
a. Capital injected by owners
b. Payment for shares included in owners' equity
c. Others
(IV) Profit Distribution -1,455,297.72 -1,455,297.72
a. Withdrawal surplus reserve
b. Provisions withdrawn for general risk
c. Distribution to owners (or shareholders) -1,455,297.72 -1,455,297.72
d. Others
(V) Internal transfers of owners' equity
a. Capitalisation of Additional paid-in
capital; (or share capital)
b. Capitalization of surplus reserve (or
share capital)
c. Making up losses of surplus
reserve
d. Others
(VI) Special Reserve
a. Withdrawal of special reserve
b. Use of special reserve
(VII) Others -140,073.31 -140,073.31
4. Balance at the end of the period 220,281,600.00 8,508,531.18 2,952,586.32 -40,390,760.22 12,363,298.48 203,715,255.76 220,281,600.00 8,732,694.55 2,952,586.32 -47,291,479.26 16,386,114.63 201,061,516.24
Legal representative:Zhang Ruili Person in charge of accounting:Luo Bojun Chief Financial Officer: Fu Bin Person in charge of accounting organ:Ke Wensheng
72
深圳市特力(集团)股份有限公司 2013 年度报告全文
STATEMENT OF CHANGE IN OWNER'S EQUITY
For the Year Ended 31 December 2013
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Amount for the current year Amount for the prior year
Item Paid-in capital Less: Less:
Capital Special Surplus General Undistributed Total owners' Paid-in capital Capital Special Surplus Undistrib Total owners' Total owners'
(or Share Treasury Treasury
reserve reserve reserve reserve profit equity (or Share capital) reserve reserve reserve uted equity equity
capital) shares shares
profit
1.Balance at the End of Last Period 220,281,600.00 5,539,271.27 2,952,586.32 -97,009,267.91 131,764,189.68 220,281,600.00 5,376,028.52 2,952,586.32 -102,619,271.11 125,990,943.73
Add: Changes of accounting policies
Prior year adjustments
Others
2. Balance at the Beginning of the
220,281,600.00 5,539,271.27 2,952,586.32 -97,009,267.91 131,764,189.68 220,281,600.00 5,376,028.52 2,952,586.32 -102,619,271.11 125,990,943.73
Year
3. Increase/Decrease movements in
-224,163.37 -9,310,677.87 -9,534,841.24 163,242.75 5,610,003.20 5,773,245.95
this Year ("-" means loss)
(I) Net Profit -9,310,677.87 -9,310,677.87 5,610,003.20 5,610,003.20
(II) Other comprehensive income -224,163.37 -224,163.37 163,242.75 163,242.75
Subtotal of (I)and (II) -224,163.37 -9,310,677.87 -9,534,841.24 163,242.75 5,610,003.20 5,773,245.95
(III) Capital Injected and Reduced
by Owners
a. Capital injected by owners
b. Payment for shares included in
owners' equity
c. Others
(IV) Profit distribution
a. Withdrawal surplus reserve
b. Provisions withdrawn for general
risk
c. Distribution to owners (or
shareholders)
d. Others
(V) Internal transfers of owners'
equity
a. Capitalisation of Additional paid-in
capital; (or share capital)
b. Capitalisation of surplus reserve (or
share capital)
c. Making up losses of surplus
reserve
d. Others
(VI) Special Reserve
a. Withdrawal of current period
b. Use of special reserve
(VII) Others
4. Balance at the end of the period 220,281,600.00 5,315,107.90 2,952,586.32 -106,319,945.78 122,229,348.44 220,281,600.00 5,539,271.27 2,952,586.32 -97,009,267.91 131,764,189.68
Legal representative:Zhang Ruili Person in charge of accounting:Luo Bojun Chief Financial Officer: Fu Bin Person in charge of accounting organ:Ke Wensheng
73
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
SHENZHEN TELLUS HOLDING CO., LTD.
Notes to Financial Statements
（For the Year Ended 31 December, 2013 Expressed in RMB Yuan）
Ⅰ、 Corporation profile
1.1 Company’s history
Shenzhen Tellus Holding Company Limited (―the Company‖) was developed from the
Shenzhen Tellus Machinery Co.,Ltd., which established on 11 October, 1986. On 2nd
January, 1992, with the approval of Shenzhen Municipal People‘s Government ―shen fu
ban fu (1992), No. 1850‖, Shenzhen Tellus Machinery Co.,Ltd. reorganized to a public
limited company and renamed to Shenzhen Tellus Machinery Holding Company Limited.
On 15 March 1993, with the approval of Bank of China Shenzhen branch ―Shen Ren Yin
Fu Zi (1993) No.92‖, the Company issued registered shares A 259.8 million shares, B
200 million shares with par value per share of 1 yuan. On 30 June 1994, the Company
changed name to Shenzhen Tellus Holding Company Limited with the approval of
Shenzhen administrative bureau for industry and commerce .Number of business
license for enterprise legal person： 440301103017750. The headquarters of Shenzhen
Tellus Holding Company Limited located at Tellus Building level 3, Shuibei second Road,
Luohu, Shenzhen City, Guangdong Province.
The company and its subsidiaries provided automobile overall services, including
automobile retailing, inspection and maintenance, production of inspection equipment,
property lease and property management service, etc. The group belongs to wholesale
industry of resource, materials, and electronic equipment.
The capital structure of the Company at listing date：
Category Amount (share) Ratio（%）
1. Non-tradable shares
Include: State shares 120,900,000 72.45
Sub-total of non-tradable shares 120,900,000 72.45
2. Tradable shares
-A 25,980,000 15.57
-B 20,000,000 11.98
Sub-total tradable shares 45,980,000 27.55
1
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Category Amount (share) Ratio（%）
Total 166,880,000 100.00
Change of capital structure after established:
（1）Issue bonus shares in 1993
According to the decision made by general meeting of shareholders in 1993, the
company distributed a 2 for 10 bonus shares with cash dividend of RMB 0.5 , the capital
increased from 1,668.8 million shares to 2,002.56 million shares.
On 22 April 1994，the Shenzhen Stock Management Office agreed about plan of
distributing bonus . After plan, the company‘s capital structure changed as follows:
Category Amount（share） Ratio（%）
State - owned shares 145,080,000 72.45
Public shares 31,176,000 15.57
RMB special stock（B shares） 24,000,000 11.98
Total 200,256,000 100.00
（2）Issue bonus shares and increase capital in 1994
On 28 May 1995, the Group shareholder meeting agreed about plan of distributing
bonus and increasing capital. On the basis of 2,002.56 million shares in the end of 1994,
the Group distributed 0.5 of 10 shares, and give RMB 0.5 from every increasing 0.5
share capital. After the Group‘s share capital increased to 2,202.816 million shares.
After plan, the company‘s capital structure changed as follows:
Category Amount（share） Ratio（%）
State - owned shares 159,588,000 66.22
Public shares 34,293,600 21.80
RMB special stock（B shares） 26,400,000 11.98
Total 220,281,600 100.00
（3）Majority shareholder change in 1997
On 31st March 1997, with the approval of Shenzhen Municipal People‘s Government
―shen fu han (1997), No. 19‖ and China Securities Regulatory Commission ―zheng jian
han shang (1997), No. 5‖, Shenzhen Investment Administrative Company transferred its
159,588,000 shares to Shenzhen Te Fa (Group) Company Limited (hereinafter referred
to as ―the Te Fa Group‖). The shares transferred represent 72.45% of the total issued
2
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
shares of the Company.
（4）The reform of listing non-tradable shares in 2006
In December 2005, shenzhen, the State-owned Assets Supervision and Administration
Commission agreed about the plan of reforming non-tradable shares.
On 4th January 2006, the Te Fa Group gave 13,717,440 shares to the holders of tradable
shares of the company in the A share market. After the split-share reform was completed,
The Te Fa Group holds 66.22% of the shares capital of the Company.
After the split-share reform, the company‘s capital structure changed as follows:
Category Amount（share） Ratio（%）
State - owned shares 145,870,560 66.22
Public shares 48,011,040 21.79
RMB special stock（B shares） 26,400,000 11.98
Total 220,281,600 100.00
Till the end of 2013, the Company had issued 2,202.816 million shares, details in Note
7.32.
The Company‘s business scope includes induatrial projects, operating real estate under
gaining land-use right, mainland commerce, goods and materials business ,
(Government monopolistic goods and materials are not included.),leasing and managing
own property, import and export business of internal production materials and
accessories.Import and export business comply with the approval certificate (Shen Mao
Guan Zheng Zi No.098).
The Group‘s mother company is Shenzhen Te Fa (Group) Company Limited, and its
ultimate controller is shenzhen the State-owned Assets Supervision and Administration
Commission.
The financial statements of the Company are authorized to be issued to the public on
31st March, 2014 by the Board of Directors.
Ⅱ、 Basis of Preparation
The financial statements of the Company have been prepared on the basis of going
concern in conformity with Chinese Accounting Standards for Business Enterprises and
the Accounting Systems for Business Enterprises issued by the Ministry of Finance of
People‘s Republic of China in February 2006, and Accounting Standards (order No.38 of
the Ministry of Finance) and Compilation Rules for Information Disclosure by Companies
3
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Offering Securities to the Public No.15—General Provisions on Financial Reports (2010
Revision) issued by the China Securities Regulatory Commission (CSRC).
According to the relevant accounting regulations in Chinese Accounting Standards for
Business Enterprises, the Group has adopted the accrual basis of accounting. Except
for certain financial instruments which are measured by at fair value, the Group adopts
the historical cost as the principle of measurement in the financial statements. Where
assets are impaired, provisions for asset impairment are made in accordance with
relevant requirements.
Ⅲ、 Statement of Compliance with Enterprise Accounting Standards
The financial statements of the Group comply are recognized and measured in
accordance with the regulations in the Chinese Accounting Standards for Business
Enterprises and they give a true and fair view of the financial position, business result
and cash flow of the Group as of 31 December 2013. In addition, the financial
statements of the Company and the Group comply, in all material respects, with the
revised disclosing requirements for financial statements and the notes Compilation
Rules for Information Disclosure by Companies Offering Securities to the Public
No.15—General Provisions on Financial Reports (2010 Revision)‘ issued by China
Securities Regulatory Commission (CSRC) in 2010.
Ⅳ、 Important Accounting Principles and Accounting Estimates
1、 Accounting period
The accounting period of the Group is classified as annual period and interim period.
Interim period refers to the reporting period shorter than a complete annual period. The
accounting period of the Group is the calendar year from January 1 to December 31.
2、 Monetary Unit
Renminbi (RMB) is the currency of the primary economic environment in which the
Group and its domestic subsidiaries operate. Therefore, the Group and its domestic
subsidiaries choose RMB as their functional currency. The Group adopts RMB to
prepare its functional statements.
3、Basis of accounting
A business combination is a transaction or event that brings together two or more
separate entities into one reporting entity. Business combinations are classified into
business combinations involving enterprises under common control and business
combinations not involving enterprises under common control.
4
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
（1）Business combination involving entities under common control
A business combination involving enterprises under common control is a business
combination in which all of the combining enterprises are ultimately controlled by the
same party or parties both before and after the combination, and that control is not
transitory. For a business combination involving enterprises under common control, the
party that, on the combination date, obtains control of another enterprise participating in
the combination is the absorbing party, while that other enterprise participating in the
combination is a party being absorbed. Combination date is the date on which the
absorbing party effectively obtains control of the party being absorbed.
The assets and liabilities obtained are measured at the carrying amounts as recorded by
the enterprise being combined at the combination date. The difference between the
carrying amount of the net assets obtained and the carrying amount of consideration
paid for the combination (or the total face value of shares issued) is adjusted to the
capital premium (or share premium) in the capital reserve. If the balance of the capital
premium (or share premium) is insufficient, any excess is adjusted to retained earnings.
The cost of a combination incurred by the absorbing party includes any costs directly
attributable to the combination shall be recognized as an expense through profit or loss
for the current period when incurred.
（2）Business combination involving entities not under common control
A business combination involving enterprises not under common control is a business
combination in which all of the combining enterprises are not ultimately controlled by the
same party or parties both before and after the business combination. For a business
combination not involving enterprises under common control, the party that, on the
acquisition date, obtains control of another enterprise participating in the combination is
the acquirer, while that other enterprise participating in the combination is the acquiree.
Acquisition date is the date on which the acquirer effectively obtains control of the
acquiree.
For a business combination not involving enterprise under common control, the
combination cost including the sum of fair value, at the acquisition date, of the assets
given, liabilities incurred or assumed, and equity securities issued by the acquirer. The
intermediary expenses incurred by the acquirer in respect of auditing, legal services,
valuation and consultancy services etc and other associated administrative expenses
attributable to the business combination are recognized in profit or loss when they are
incurred. The transaction cost arose from issuing of equity securities or liability securities
shall be initially recognized as equity securities or liability securities.
5
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
The contingent consideration related to the combination shall be booked as combination
cost at the fair value at the acquisition date. If, within the 12 months after acquisition,
additional information can prove the existence of related information at acquisition date
and the contingent consideration need to be adjusted, goodwill can be offset. For a
business combination achieved in stages that involves multiple exchange transactions,
the equity interest in the acquiree previously held before the acquisition date
re-assessed at the fair value at the acquisition date, with any difference between its fair
value and its carrying amount is recorded as investment income. The other
comprehensive income of the acquiree before the acquisition date relating to the
previously held interest in the acquiree is transferred to investment income. Combination
cost is the aggregate of the carrying amount of the equity interest held in the acquiree
prior to the acquisition date and the fair value of the cost of the additional investment at
the acquisition date.
Combination cost of the acquirer‘s interest and identifiable net assets of the acquirer
acquired through the business combination shall be measured by the fair value at the
acquisition date. Where the cost of combination exceeds the acquirer‘s interest in the
fair value of the acquiree‘s identifiable net assets, the difference shall be recognized as
goodwill. Where the cost of combination is less than the acquirer‘s interest in the fair
value of the acquiree‘s identifiable net assets, the difference shall be accounted for
according to the following requirements: (i) the acquirer shall reassess the measurement
of the fair values of the acquiree‘s identifiable assets, liabilities and contingent liabilities
and measurement of the cost of combination; (ii) if after that reassessment, the cost of
combination is still less than the acquirer‘s interest in the fair values of the acquiree‘s
identifiable net assets, the acquirer shall recognize the remaining difference immediately
in profit or loss for the current period.
Where the temporary difference obtained by the acquirer was not recognized due to
inconformity with the conditions applied for recognition of deferred income tax, if, within
the 12 months after acquisition, additional information can prove the existence of related
information at acquisition date and the expected economic benefits on the acquisition
date arose from deductible temporary difference by the acquiree can be achieved,
relevant income tax assets can be recognized, and goodwill offset. If the goodwill is not
sufficient, the difference shall be recognized as profit of the current period.
Apart from above, the differences shall be taken into profit or loss of the current period if
the recognition of deferred income tax assets is related to the combination.
4、Preparation of consolidated financial statements
6
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
（1）The scope of consolidated financial statements
The scope of consolidation in the consolidated financial statements is determined on the
basis of control. Control is the power to govern the financial and operating policies of an
enterprise so as to obtain benefits from its operating activities. The scope of
consolidation includes the Group and all of the subsidiaries. Subsidiary is an enterprise
or entity under the control of the Group.
（2）Preparation of the consolidated financial statements
The subsidiary of the Group is included in the consolidated financial statements from the
date when the control over the net assets and business decisions of the subsidiary is
effectively obtained, and excluded from the date when the control ceases. For a
subsidiary disposed of by the Group, the operating results and cash flows before the
date of disposal (the date when control is lost) are included in the consolidated income
statement and consolidated statement of cash flows, as appropriate. For a subsidiary
disposed during the period, no adjustment is made to the opening balance of the
consolidated financial statements.
For a subsidiary acquired through a business combination not under common control,
the operating results and cash flows from the acquisition (the date when the control is
obtained) are included in the consolidated income statement and consolidated statement
of cash flows, as appropriated; no adjustment is made to the opening balance and
comparative figures in the consolidated financial statements. Where a subsidiary was
acquired during the reporting period, through a business combination involving
enterprises under common control, the financial statements of the subsidiary are
included in the consolidated financial statements. The results of operations and cash
flow are included in the consolidated balance sheet and the consolidated income
statement, respectively, based on their carrying amounts, from the date that common
control was established, and the opening balances and the comparative figures of the
consolidated financial statements are restated.
When the accounting period or accounting policies of a subsidiary are different from
those of the Group, the Group makes necessary adjustments to the financial statements
of the subsidiary based on the Group‘s own accounting period or accounting policies.
Where a subsidiary was acquired during the reporting period through a business
combination not under common control, the financial statements was re-conciliated on
the basis of the fair value of identifiable net assets at the date of acquisition. Intra-group
balances and transactions, and any unrealized profit or loss arising from intra-group
transactions, are eliminated in preparing the consolidated financial statements.
7
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Minority interest and the portion in the net profit or loss not attributable to the Group are
presented separately in the consolidated balance sheet within shareholders‘ equity and
net profit. Net profit or loss attributable to minority shareholders in the subsidiaries is
presented separately as minority interest in the consolidated income statement below
the net profit line item. When the amount of loss for the current period attributable to the
minority shareholders of a subsidiary exceeds the minority shareholders‘ portion of the
opening balance of owners‘ equity of the subsidiary, the excess is allocated against the
minority interests.
When the Group loses control of a subsidiary due to the disposal of a portion of an equity
investment or other reasons, the remaining equity investment is re-measured at its fair
value at the date when control is lost. The difference between 1) the total amount of
consideration received from the transaction that resulted in the loss of control and the
fair value of the remaining equity investment and 2) the carrying amounts of the interest
in the former subsidiary‘s net assets immediately before the loss of the control is
recognized as investment income for the current period when control is lost. The amount
recognized in other comprehensive income in relation to the former subsidiary‘s equity
investment is reclassified as investment income for the current period when control is
lost. The retained interest is subsequently measured according to the rules stipulated in
the ―Chinese Accounting Standards for Business Enterprises No.2—Long-term equity
investment‖ or ―Chinese Accounting Standards for Business Enterprises
No.22—Determination and measurement of financial instruments‖ . Details in Note 4. 7
―Financial instruments‖ or Note 4.10 ‖Long-term equity investments ‖.
5、Cash and Cash equivalent
Cash and cash equivalents of the Group include cash on hand, ready usable deposits
and investments having short holding term (normally will be due within three months
from the day of purchase), with strong liquidity and easy to be exchanged into certain
amount of cash that can be measured reliably and have low risks of change.
6、Foreign exchange
（1）Translation in foreign exchange transactions
The foreign currency transactions are recorded, on initial recognition in the functional
currency, by applying the spot exchange rate on the date of the transaction （an
exchange rate that approximates the actual spot exchange rate on the date of
transaction）. The exchange of foreign currency and transactions related to the foreign
exchange are translated at the spot exchange rate.
（2）Translation of monetary foreign currency and non-monetary foreign currency
8
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
At the balance sheet date, foreign currency monetary items are translated using the spot
exchange rate at the balance sheet date. All the exchange differences thus resulted are
taken to profit or loss, except for ①those relating to foreign currency borrowings
specifically for construction and acquisition of qualifying assets, which are capitalized in
accordance with the principle of capitalization of borrowing costs. ②The exchange
difference from changes of other account balance of foreign currency monetary items
available-for-trade is recorded into profit or loss except for amortized cost.
Non-monetary foreign currency items measured at historical cost shall still be translated
at the spot exchange rate prevailing on the transaction date, and the amount
denominated in the functional currency is not changed. Non-monetary foreign currency
items measured at fair value are translated at the spot exchange rate prevailing at the
date when the fair values are determined. The exchange difference thus resulted are
recognized in profit or loss for the current period or as capital reserve.
7、Financial instruments
（1）Determination of financial assets and liabilities‘ fair value
Fair value is the amount for which an asset could be exchanged, or a liability settled,
between knowledgeable, willing parties in an arm‘s length transaction. For a financial
instrument which has an active market, the Group uses quoted price in the active market
to establish its fair value. The quoted price in the active market refers to the price that
can be regularly obtained from exchange market, agencies, industry associations,
pricing authorities; it represents the fair market trading price in the actual transaction.
For a financial instrument which does not have an active market, the Group establishes
fair value by using a valuation technique. Valuation techniques include using recent
arm‘s length market transactions between knowledgeable, willing parties, reference to
the current fair value of another instrument that is substantially the same, discounted
cash flow analysis and option pricing models.
（2）Classification, recognition and measurement of financial assets
All regular way purchases or sales of financial assets are recognized and derecognized
on a trade date basis. On initial recognition, the Group‘s financial assets are classified
into one of the four categories, including financial assets at fair value though profit or
loss, held-to maturity investments, loans and receivables and available-for-trade
financial assets. A financial asset is recognized initially at fair value. In the case of
financial assets at fair value through profit or loss, relevant transaction costs are
immediately charged to the profit and loss of the current period; transaction costs
relating to financial assets of other categories are included in the amount initially
9
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
recognized.
① Financial assets at fair value through profit or loss:
Including financial assets held-for-trade and financial assets designated at fair value
through profit or loss.
Financial asset held-for-trade is the financial asset that meets one of the following
conditions:
A. the financial asset is acquired for the purpose of selling it in a short term;
B. the financial asset is a part of a portfolio of identifiable financial instruments that
are collectively managed, and there is objective evidence indicating that the enterprise
recently manages this portfolio for the purpose of short-term profits;
C. the financial asset is a derivative, except for a derivative that is designated and
effective hedging instrument, or a financial guarantee contract, or a derivative that is
linked to and must be settled by delivery of an unquoted equity instrument (without a
quoted price from an active market) whose fair value cannot be reliably measured. For
such kind of financial assets, fair values are adopted for subsequent measurement.
Financial asset is designated on initial recognition as at fair value through profit or loss
only when it meets one of the following conditions:
A. the designation eliminates or significantly reduces the inconsistency in the
measurement or recognition of relevant gains or losses that would otherwise arise from
measuring the financial instruments on different bases.
B. a group of financial instruments is managed and its performance is evaluated on
a fair value basis, and is reported to the enterprise‘s key management personnels.
Formal documentation regarding risk management or investment strategy has prepared.
Financial assets at fair value through profit or loss are subsequently measured at the fair
value. Any gains or losses arising from changes in the fair value and any dividends or
interest income earned on the financial assets are recognized in the profit or loss.
② Investment held-to maturity
Held-to-maturity investments are non-derivative financial assets with fixed or
determinable payments and fixed maturity that an entity has the positive intention and
ability to hold to maturity. Such kind of financial assets are subsequently measured at
amortized cost using the effective interest method. Gains or losses arising from
derecognition, impairment or amortization are recognized in profit or loss for the current
period.
Effective interest rate is the rate that exactly discounted estimated future cash flows
10
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
through the expected life of the financial asset or financial liability or, where appropriate,
a shorter period to the net carrying amount of the financial asset or financial liability.
When calculating the effective interest rate, the Group shall estimate future cash flow
considering all contractual terms of the financial asset or financial liability without
considering future credit losses, and also consider all fees paid or received between the
parties to the contract giving rise to the financial asset and financial liability that are an
integral part of the effective interest rate, transaction costs, and premiums or discounts,
etc.
③ Loans and receivables
Loans and receivables are non-derivative financial assets with fixed determinable
payment that are not quoted in an active market. Financial assets classified as loans and
receivables by the Group include note receivables, account receivables, interest
receivable dividends receivable and other receivables.
Loans and receivables are subsequently measured at amortized cost using the effective
interest method. Gain or loss arising from derecognition, impairment or amortization is
recognized in profit or loss.
④ Financial assets available-for-trade
Financial assets available-for-trade include non-derivative financial assets that are
designated on initial recognition as available for trade, and financial assets that are not
classified as financial assets at fair value through profit or loss, loans and receivables or
investment held-to-maturity.
Financial assets available-for-trade are subsequently measured at fair value, and gains
or losses arising from changes in the fair value are recognized as other comprehensive
income and included in the capital reserve, except that impairment losses and exchange
differences related to amortized cost of monetary financial assets denominated in
foreign currencies are recognized in profit or loss, until the financial assets are
derecognized, at which time the gains or losses are released and recognized in profit or
loss.
Interests obtained and dividends declared by the investee during the period in which the
financial assets available-for-trade are held, are recognized in investment gains.
（3）Impairment of financial assets
The Group assesses at the balance sheet date the carrying amount of every financial
asset except for the financial assets that measured by the fair value. If there is objective
evidence indicating a financial asset may be impaired, a provision is provided for the
11
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
impairment.
The Group makes an impairment test for a financial asset that is individually significant.
For a financial asset that is not individually significant, it is included in a group of financial
assets with similar credit risk characteristics and collectively assessed for impairment [or
individually assessed for impairment]. If no objective evidence of impairment incurs for
an individually assessed financial asset (whether the financial asset is individually
significant or not individually significant), it is included in a group of financial assets with
similar credit risk characteristics and collectively assessed for impairment. Assets for
which an impairment loss is individually recognized is not included in a group of financial
assets with similar credit risk characteristics and collectively assessed for impairment.
① Impairment on held-to maturity investment, loans and receivables
The financial assets measured by cost or amortized cost write down their carrying value
by the estimated present value of future cash flow. The difference is recorded as
impairment loss. If there is objective evidence to indicate the recovery of value of
financial assets after impairment, and it is related with subsequent event after
recognition of loss, the impairment loss recorded originally can be reversed. The
carrying value of financial assets after impairment loss reversed shall not exceed the
amortized cost of the financial assets without provisions of impairment loss on the
reserving date.
② Impairment loss on available-for-trade financial assets
When decision is made with all related factors on whether the fall of fair value investment
of an equity instrument available-for-trade is significant or non-transient, it indicates
impairment of such equity instrument investment, in which, ―significant‖ means over 20%
of fall in fair value and ―non-transient‖ means over 12 months of subsequent fall.
When an available-for-trade financial asset is impaired, the cumulative loss arising from
declining in fair value that had been recognized in capital reserve shall be removed and
recognized in profit or loss. The amount of the cumulative loss that is removed shall be
difference between the acquisition cost with deduction of recoverable amount less
amortized cost, current fair value and any impairment loss on that financial asset
previously recognized in profit or loss.
If, after an impairment loss has been recognized, there is objective evidence that the
value of the financial asset is recovered, and it is objectively related to an event
occurring after the impairment loss was recognized, the initial impairment loss can be
reversed and the reserved impairment loss on available-for-trade equity instrument is
12
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
recorded in the profit or loss, the reserved impairment loss on available-for-trade debt
instrument is recorded in the current profit or loss.
The equity instrument where there is no quoted price in an active market, and whose fair
value cannot be reliably measured, or impairment loss on a derivative asset that is linked
to and must be settled by delivery of such an unquoted equity instrument shall not be
reversed.
（4）Recognition and measurement of financial assets transfer
The Group derecognizes a financial asset when one of the following conditions is met:
1) the rights to receive cash flows from the asset have expired;
2) the enterprise has transferred its rights to receive cash flows from the asset to a
third party under a ―pass-through‖ arrangement; or
3) the enterprise has transferred its rights to receive cash flows from the asset and
either (a) has transferred substantially all the risks and rewards of the asset, or (b) has
neither transferred nor retained substantially all the risks and rewards of the asset, but
has transferred control of the asset.
If the enterprise has neither retained all the risks and rewards from the financial asset
nor control over the asset, the asset is recognized according to the extent it exists as
financial asset, and correspondent liability is recognized. The extent of existence refers
the level of risk by the financial asset changes the enterprise is facing.
For a transfer of a financial asset in its entirety that satisfies the derecognition criteria, (a).
the carrying amount of the financial asset transferred; and (b) the sum of the
consideration received from the transfer and any cumulative gain or loss that had been
recognized in other comprehensive income, is recognized in profit or loss.
If a part of the transferred financial asset qualifies for derecognition, the carrying amount
of the transferred financial asset is allocated between the part that continues to be
recognized and the part that is derecognized, based on the relative fair value of those
parts. The difference between (a) the carrying amount allocated to the part derecognized;
and (b) the sum of the consideration received for the part derecognized and any
cumulative gain or loss allocated to the part derecognized which has been previously
recognized in other comprehensive income, is recognized in profit or loss.
（5）Classification and measurement of financial liabilities
The Group‘s financial liabilities are, on initial recognition, classified into financial liabilities
at fair value through profit or loss and other financial liabilities. For financial liabilities at
fair value through profit or loss, relevant transaction costs are immediately recognized in
13
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
profit or loss for the current period, and transaction costs relating to other financial
liabilities are included in the initial recognition amounts.
①Financial liabilities measured by the fair value and the changes recorded in profit or
loss
The classification by which financial liabilities held-for-trade and financial liabilities
designed at the initial recognition to be measured by the fair value follows the same
criteria as the classification by which financial assets held-for-trade and financial assets
designed at the initial recognition to be measured by the fair value and their changes are
recorded in the current profit or loss.
For the financial liabilities measured by the fair value and changes recorded in the profit
or loss, fair values are adopted for subsequent measurement. All the gains or losses on
the change of fair value and the expenses on dividends or interests related to these
financial liabilities are recognized in profit or loss for the current period.
②Other financial liabilities
Derivative financial liabilities that linked with equity instruments, which do not have a
quoted price in an active market and their fair value cannot be measured reliably, is
subsequently measured by cost Other financial liabilities are subsequently measured at
amortized cost using the effective interest method. Gains or losses arising from
derecognition or amortization are recognized in profit or loss for the current period.
（6）Derecognition
The Group derecognizes a financial liability (or part of it) when the underlying present
obligation (or part of it) is discharged or cancelled or has expired. An agreement
between the Group (an existing borrower) and existing lender to replace original
financial liability with a new financial liability with substantially different terms is
accounted for as an extinguishment of the original financial liability and the recognition of
a new liability.
When the Group derecognizes a financial liability or a part of it, it recognizes the
difference between the carrying amount of the financial liability (or part of the financial
liability) derecognized the consideration paid (including any non-cash assets transferred
or new financial liabilities assumed) in profit or loss.
（7） Offsetting financial assets and financial liabilities
When the group has a legal right that is currently enforceable to set off the recognized
financial assets and financial liabilities, and intends either to settle on a net basis, or to
realize the financial asset and settle the financial liability simultaneously, a financial
14
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
asset and a financial liability shall be offset and the net amount is presented in the
balance sheet. Except for the above circumstances, financial assets and financial
liabilities shall be presented separately in the balance sheet and shall not be offset.
（8） Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of
the Group after deducting all of its liabilities. The consideration received from issuing
equity instruments, net of transaction costs, are added to owners‘ equity.
All types of distribution (excluding stock dividends) made by the Group to holders of
equity instruments are deducted from owners‘ equity. The Group does not recognize any
changes in the fair value of equity instruments.
8、Account receivables
The account receivable by the Group includes account receivables, and other
receivables.
（1）Criteria for recognition of bad debts:
The Company carries out an inspection on the balance sheet date. Where there is any
objective evidence proving that the receivables have been impaired, an impairment
provision shall be made:
①A serious financial difficulty occurs to the issuer or debtor;
②The debtor breaches any of the contractual stipulations, for example, fails to pay or
delays the payment of interests or the principal, etc.;
③The debtor will probably become bankrupt or carry out other financial reorganizations;
④ Other objective evidences showing the impairment of the receivables.
（2）Method for bad debts provision
① Provisions of bad debts in account receivables that is individually significant.
The Group treats account receivables over RMB 1,000,000 and other receivables
over RMB 500,000 as individually significant items.
For an account receivable that is individually significant, the asset is individually
assessed for impairment, and the amount of impairment is recognized in profit or loss if
there is objective evidence of impairment is included in a group of financial assets with
similar credit risk characteristics and collectively assessed for impairment. An account
receivable for which an impairment loss is individually recognized is not included in a
group of account receivables with similar credit risk characteristics and collectively
assessed for impairment.
② Provisions of bad debts in account receivables that individually insignificant items
15
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
with similar credit risk characteristics that have significant risk:
A．Evidence of credit risk characteristics
Whether the financial asset is individually significant or not individually significant, it
is included in a group of financial assets with similar credit risk characteristics and
collectively assessed for impairment. Such credit risk reflects the repayment of all due
amount under the contract, and is related to the estimation of future cash flow expected
to be derived from the assets.
Evidence of portfolios：
Item Evidence of portfolios
Aging portfolios Use the aging of account receivables as credit risk characteristics
B．Provision by credit risk characteristics
按 During the group impairment test, the amount of bad debts provisions is determined
by the assessed result from the experience of historical loss and current economic
status and the existing loss in the estimated account receivables according to the set of
account receivables and credit risk characteristic.
Provisions for difference portfolios：
Item Method of provision
Aging portfolios Provision by Aging
a. Provision by Aging analysis
Aging Accounts receivable（%） Other receivables（%）
Within 1 year(inclusive) No provision No provision
1-2 years (inclusive) 5 5
2-3 years (inclusive) 20 20
Over 3 years 50 50
③ Provisions of bad debts that is individually insignificant.
The Group treats account receivables under RMB 1,000,000 and other receivables
under RMB 500,000 as individually insignificant items.
For the account receivables not individually significant, the Group assesses the account
receivables individually for impairment when are of following characteristics: if there is
objective evidence indicating the impairment, the impairment loss is recognized at the
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SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
difference between the present value of future cash flow less the carrying amount, and
provision is made accordingly. For example, account receivables with related parties;
account receivables under litigations or arbitrations, or account receivables with obvious
indication that debtor cannot fulfill the obligation of repayment.
（3）The reversal of bad debts provision
If there is objective evidence of recovery in value of account receivables, and the
recovery can be related to an event occurring after the impairment was recognized,
the previously recognized impairment loss is reversed and recognized in profit or loss.
However, the reversal shall not result in a carrying amount that exceeds what the
amortized cost would have been had the impairment loss not been recognized at the
date the impairment is reversed.
9、Inventories
（1）Classification of inventory
The Group‘s inventory mainly include raw materials, goods in stock, work-in-progress
and low value consumables, etc.
（2）Valuation method of inventories upon delivery
Inventories are initially carried at the actual cost and delivered at the value by weighted average method. The low
value consumables and packaging should be amortized in equal installment.
（3）Basis for determining net realizable value of inventories and provision methods for
decline in value of inventories
Net realizable value is the estimated selling price in the ordinary course of business less
the estimated costs of completion, the estimated costs necessary to make the sale and
relevant taxes. Net realizable value is determined on the basis of clear evidence
obtained, and takes into consideration the purpose of holding inventories and effect of
post balance sheet events.
At the balance sheet date, inventories are measured at the lower of the cost and net
realizable value. If the net realizable value is below the cost of inventories, a provision
for decline in value of inventories is made. The provision for inventories decline in value
is normally determined by the difference of the cost of individual item less its realizable
value.
After the provision for decline in value of inventories is made, if the circumstances that
previously caused inventories to be written down below cost no longer exist so that the
net realizable value of inventories is higher than their cost, the original provision for
decline in value is reversed and the reversal is included in profit or loss for the period.
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SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
（4）Inventory system is maintained for stock system.
10、Long-term equity investments
（1）Determination of Investment cost
For a business combination involving enterprises under common control, the initial
investment cost of the long-term equity investment shall be carrying value of the
absorbing party‘s share of the owners‘ equity of the party being absorbed at the date of
combination. For a business combination not involving enterprise under common control,
the combination cost including the sum of fair value, at the acquisition date, of the assets
given, liabilities incurred or assumed, and equity securities issued by the acquirer. The
intermediary expenses incurred by the acquirer in respect of auditing, legal services,
valuation and consultancy services etc and other associated administrative expenses
attributable to the business combination are recognized in profit or loss when they are
incurred. Transaction fee of equity securities or debt securities issued by purchaser‘s
business combination, which should be calculated in initializing confirming amount of
equity securities or debt securities.
The equity investments other than the long-term equity through combination shall be
initially measured by cost. The cost shall be recognized to the difference in the way of
acquisition of long-term equity investment. Theses ways include the cash purchase price
the Group actually paid, the fair value of equity security issued by the Group, value
specified in the investment contract or agreement, the fair value or carrying value of the
asset out in the transaction of non-monetary asset exchanges, and the fair value of the
long-term equity investment. Other direct cost, tax and necessary expenses related to
the acquisition of long-term equity investment are recognised in investment cost.
（2）Subsequent Measurement
Cost method shall be adopted in a long-term equity investment where the investing
enterprise does not have common control or significant influence over the investee, the
investment is not quoted in an active market and its fair value cannot be measured
reliably. Where an investing enterprise can exercise common control or significant
influence over the investee, a long-term investment shall be accounted for using the
equity method. When an investing enterprise can no longer exercise joint control or
common control nor significant influence over the investee, and its fair value cannot be
measured reliably, a long-term investment shall be counted as financial asset ready-for
trade.
A long-term equity investment where cost method is adopted in the Company‘s financial
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SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
statements can exercise controls over the investee.
① Cost method of accounting for long-term equity investments
Under the cost method, a long-term equity investment is measured at initial investment
cost. Except for cash dividends or profits declared but not yet paid that are included in
the price or consideration actually paid upon acquisition of the long-term equity
investment, investment income is recognized in the period in accordance with the
attributable share of cash dividends or profit distributions declared by the investee.
② Equity method of accounting for long-term equity investments
Where the initial investment cost of a long-term equity investment exceeds the investing
enterprise‘s interest in the fair values of the investee‘s identifiable net assets at the time
of acquisition, no adjustment shall be made to the initial investment cost. Where the
initial investment cost of a long-term equity investment is less than the investing
enterprise‘s interest in the fair values of investee‘s identifiable net assets at the time of
acquisition, the difference shall be charged to profit or loss for the current period, and the
cost of the long-term equity investment shall adjusted accordingly.
Under the equity method, the Group recognizes its share of the net profit or loss of the
investee for the period as investment income or loss for the period. The Group
recognizes it share of the investee‘s net profit or loss based on the fair value of the
investee‘s individual separately indentible assets, etc at the acquisition date after making
appropriate adjustments to confirm with the Group‘s accounting policies and accounting
period. Unrealized profits or losses resulting from the Group‘s transactions with its
associates and joint ventures are recognized as investment income or loss to the extent
that those attributable to the Group‘s equity interest are eliminated. However, unrealized
losses resulting from the Group‘s transactions with its investees on the transferred
assets, in accordance with "Accounting Standards for Enterprises No. 8 - Impairment of
Assets", are not eliminated. Changes in owners‘ equity of the investee other than net
profit or loss are correspondingly adjusted to the carrying amount of the long-term equity
investment, and recognized as other compressive income which is included in the
capital reserve.
When the investee is recognized net losses, reduce the carrying value of long-term
equity investments and long-term equity of net investment (in substance) in investee to
zero. In addition, the Group has the obligations on additional losses, then the expected
obligation as estimated liabilities and included in the current investment losses. Where
the net profit from investee units, restoration confirm the amount of revenue sharing after
offset the amount of unrecognized loss sharing.
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SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
For long-term equity investments in associates and joint ventures which had been held
by the Group before its first time adoption of Accounting Standards for Business
Enterprises in 01-01-2007, where the initial investment cost of a long-term equity
investment exceeds the Group‘s interest in the investee‘s net assets at the time of
acquisition, the excess is amortized and is recognized in profit or loss on a straight line
basis over the original remaining life.
③ Acquisition of minority interest
The difference between newly increased equity investment due to acquisition of minority
interests and portion of net asset cumulatively calculated from the acquisition date is
adjusted as capital reserve. If the capital reserve is not sufficient to absorb the difference,
the excess are adjusted against returned earnings.
④ Disposal of long-term equity investment
Where the parent company disposes long-term investment in a subsidiary without a
change in control, the difference in the net asset between the amount of disposed
long-term investment and the amount of the consideration paid or received is adjusted to
the owner‘s equity. If the disposal of long-term investment in a subsidiary involves loss of
control over the subsidiary, the related accounting policies in Note 4.2.(2) applies.
On disposal of a long-term equity investment, the difference between the proceeds
actually received and receivable and the carrying amount is recognized in profit or loss
for the period. For along-term equity investment accounted for using the equity method,
the amount included in the owners‘ equity attributable to the percentage interest
disposed is transferred to profit or loss for the period. For any retained interest, it shall be
subsequently measured according to the related accounting policies in regard of
long-term equity investments or financial assets as described above if its carrying
amount is recognized as long-term equity investments or other related financial assets.
Retroactive adjustment is made on the basis of relevant policies if the retained interests
are settled from cost method to equity method.
（3） Recognition of investee under common control or significant influence
Control is the power to govern the financial and operating policies of an enterprise so as
to obtain benefits from its operating activities. Common control is the contractually
agreed sharing of control over an economic activity, and exists only when the strategic
financial and operating decisions relating to the activity require the unanimous consent
of the parties sharing control. Significant influence is the power to participate in the
financial and operating policy decisions of the investee but is not control or joint control
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SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
over those policies. When determining whether an investing enterprise is able to
exercise control or significant influence over an investee, the effect of potential voting
rights of the investee held be the investing enterprise or other parties that are currently
exercisable or convertible shall be considered.
（4）Impairment testing methods and recognition of impairment provision
The company assesses the long-term equity investment at the balance sheet date
whether there is any indication of impairment. If any indication exists that an asset may
be impaired, the enterprise shall estimate its recoverable value of the asset. If the
recoverable value of the asset is less than its carrying amount, a provision for
impairment loss of the asset is recognized accordingly.
Once an impairment loss is recognized, it shall not be reversed in a subsequent period.
11、Investment properties
Investment property is property held to earn rental or for capital appreciation or both. It
includes a land use right that is leased out, a land use right held for transfer upon capital
appreciation, and a building that is leased out.
The investment properties shall be initially measured in light of their cost when getting it
and make a follow-up measurement to the investment real estate through the cost
pattern on the date of the balance sheet. The test method of depreciation or impairment
of the buildings is the same as fixed assets, the test method of depreciation or
impairment of the land use rights is the same as intangible assets.
The details of assess method and impairment provision for investment properties are in
Note4.17 ―Impairment of non-current non-financial assets‖.
Where an investment property is disposed or no longer in use permanently and no
economic benefits shall be obtained from the disposal, derecognized the investment
property. The income from sale, transfer or disposal of the investment property is
recorded in the profit or loss after deduction of its carrying amount and related tax.
12、Fixed assets
（1）The conditions of recognition
Fixed assets refers to the tangible assets that are held for the sake of producing
commodities, rendering labor service, renting or business management and their useful
life is in excess of one fiscal year.
（2）The method for depreciation
Fixed assets are stated at cost and consider the impact of expected costs of abandoning
the initial measurement. From the following month of state of intended use, the
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SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
straight-line method is used for different categories of fixed assets to take depreciation.
The recognition of the classification, useful life and estimated residual rate are as
follows:
Estimated residual value
Category Expected useful life Depreciation（%）
（%）
Building & construction 35 3 2.77
Machines & equipments 12 3 8.08
Vehicles 7 3 13.86
Electronic appliances 7 3 13.86
Office and other equipment 7 3 13.86
Private housing renovation costs 10 0 10.00
Expected net residual value of fixed assets is the balance of the Group currently
obtained from the disposal of the asset less the estimated costs of disposal amount,
assuming the asset is out of useful life and state the expected service life in the end.
（3） Measurement and recognition of fixed assets
Impairment and provisions of fixed assets are disclosed on Note 4.17 ―Impairment of
non-current non-financial assets‖.
（4）Others
A fixed asset is recognized only when the economic benefits associated with the asset
will probably flow to the Company and the cost of the asset can be measured reliably.
Subsequent expenditure incurred for a fixed asset that meet the recognition criteria shall
be included in the cost of the fixed asset, and the carrying amount of the component of
the fixed asset that is replaced shall be derecognized. Otherwise, such expenditure shall
be recognized in profit or loss in the period in which they are incurred.
The revenue from selling or transferring, or disposing a fixed asset is booked into profit
and loss after deduction of carrying value and related tax.
The Group conducts a review of useful life, expected net realizable value and
depreciation methods of the fixed asset at least on an annual base. Any change is
regarded as change in accounting estimates.
13、Construction in progress
Construction in progress is measured at its actual cost. The actual costs include various
construction expenditures during the construction period and other relevant costs.
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SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Construction in progress is transferred to a fixed asset when it is ready for intended use.
Testing method for provision impairment of construction in progress and accrued method
for provision impairment please refer to Note 4.17 Impairment of non-current financial
assets‘.
14、Borrowing costs
The borrowing costs shall include interests on borrowings, amortization of discounts or
premiums on borrowings, ancillary expenses, and exchange balance on foreign
currency borrowings. Where the borrowing costs incurred to an enterprise can be
directly attributable to the acquisition and construction or production of assets eligible for
capitalization, it shall be capitalized and recorded into the costs of relevant assets. Other
borrowing costs shall be recognized as expenses on the basis of the actual amount
incurred, and shall be recorded into the current profits and losses.
Where funds are borrowed for a specific-purpose, the amount of interest to be
capitalized is the actual interest expense incurred on that borrowing for the period less
any bank interest earned from depositing the borrowed funds before being used on the
asset or any investment income on the temporary investment of those funds. Where
funds are borrowed for a general-purpose, the amount of interest to be capitalized on
such borrowings is determined by applying a weighted average interest rate to the
weighted average of the excess amounts of accumulated expenditure on the asset over
and above the amounts of specific-purpose borrowings. During the capitalization period,
exchange differences related to a specific-purpose borrowing denominating in foreign
currency are all capitalized. Exchange differences in connection with general-purpose
borrowings are recognized in profit or loss in the period in which they are incurred.
Assets qualified for capitalization are the fixed assets, investment properties or
inventories which need a long time of construction or production activities before ready
for intended used or sale. Capitalization of borrowing costs is suspended during periods
in which the acquisition, construction or production of a qualifying asset is interrupted by
activities other than those necessary to prepare the asset for its intended use or sale,
when the interruption is for a continuous period of more than 3 months. Borrowing costs
incurred during these periods recognized as an expense for the current period until the
acquisition, construction or production is resumed.
15、Intangible assets
（1）Recognition and calculation of intangible asset
The term ―intangible asset‖ refers to the identifiable non-monetary assets without
23
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
physical shape, possessed or controlled by enterprises.
The intangible assets are initially measured by its cost. Expenses related to intangible
assets, if the economic benefits related to intangible assets are likely to flow into the
enterprise and the cost of intangible assets can be measured reliably, shall be recorded
as cost of intangible assets. The expenses other than this shall be booked in the profit or
loss when they occur.
Land use rights that are purchased by the Group are accounted for as intangible assets.
Buildings, such as plants that are developed and constructed by the Group, and relevant
land use rights and buildings, are accounted for as intangible assets and fixed assets,
respectively. Payments for the land and buildings purchased are allocated between the
land use rights and the buildings; if they cannot be reasonably allocated, all of the land
use rights and buildings are accounted for as fixed assets.
When an intangible asset with a definite useful life is available for use, its original cost is
amortized over its estimated useful life using the straight-line method. An intangible
asset with an indefinite useful life is not amortized.
For an intangible asset with a definite useful life, the Group reviews the useful life
and amortization method at the end of the period, and makes adjustment when
necessary.. An additional review is also carried out for useful life of the intangible assets
with indefinite useful life. If there is evidence showing the foreseeable limit period of
economic benefits generated to the enterprise by the intangible assets, then estimate its
useful life and amortize according to the policy of intangible assets with definite useful
life.
（2）Methods of impairment assessment and determining the provision for impairment
losses of intangible assets
Testing method for provision impairment of intangible assets and accrued method for
provision impairment please refer to Note 4.17 Impairment of non-current financial
assets‘.
16、Long-term prepaid expenses
Long-term prepaid expenses represent expenses incurred that should be borne and
amortized over the current and subsequent period together of more than one year.
Long-term prepaid expenses are amortized by using straight line method.
17、Impairment of non-current non-financial assets
Non-financial assets with non-current nature include fixed assets, construction in
progress, intangible assets with definite useful lives, investment properties measured by
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SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
cost methods and long-term equity investment on subsidiaries, jointly operations. The
Company assesses whether there are any indicators of impairment for all non-financial
assets at the balance sheet date, and impairment test is carried out and recoverable
value is estimated if such an indicator exits. Goodwill and intangible assets with
indefinite useful lives, as well as intangible assets not ready for use, are tested for
impairment annually regardless of indicators of impairment.
Impairment of loss is calculated and provisions taken by the difference if the recoverable
value of the assets is lower than the book value. The recoverable value is the higher of
estimated present value of the future expected cash flows from the asset and net fair
value of the asset less disposed cost. The fair value of asset is determined by the sales
agreement price within an arm‘s length transaction. In case there is no sales agreement,
but there is active market of assets, the fair value can be determined by the selling price.
If there is neither sales agreement nor active market, the fair value of the asset can be
estimated based on the best information obtained.
Disposal expenses include expenses related to the legislation, taxes, transportations
and the direct expense for the asset to be ready for sale. When calculating the present
value of expected future cash flows from an asset or asset group, the management shall
estimate the expected future cash flows from the asset or asset group and choose a
suitable discount rate in order to calculate the present value of those cash flows.
Provision for asset impairment is calculated and determined on the individual basis. If
the recoverable of individual asset is hard to estimate, the recoverable amount can be
determined by the asset group where subject asset belongs. Asset group is the smallest
set of assets that can have cash flow in independently.
Once the loss from above asset impairment is recognized, the recoverable part cannot
be reserved in the subsequent periods.
18、Accrued liabilities
Accrued liabilities (or Provisions) are recognized when following obligations related to a
contingency are satisfied simultaneously. They are (a) such obligation is the present
obligation of the Group, (b)it is probable that an outflow of economic benefits will be
required to settle the obligation, and (c) the amount of the obligation can be measured
reliably.
The amount recognized as a provision is the best estimate of the consideration required
to settle the present obligation at the balance sheet date, taking into account factors
pertaining to a contingency such as risks, uncertainties and time value of money.
25
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Where all or some of the expenditure required to settle a provision is expected to be
reimbursed by a third party, the reimbursement is recognized as a separate asset only
when it is virtually certain that reimbursement will be received, and the amount of
reimbursement recognized does not exceed the carrying amount of the provision.
19、Revenue
（1）Revenue from sales of goods
Revenue from selling goods can be recognized only when the Group has transferred to
the buyer the significant risks and rewards of ownership of the goods; the Group retains
neither continuing managerial involvement to the degree usually associated with
ownership nor effective control over the goods sold; the relevant economic benefits may
flow into the enterprise, and the associated costs incurred or to be incurred can be
measured reliably.
The Company recognizes revenue of selling automobiles after received payments with
sales contract.
（2）Revenue from rendering service
When the outcome of a transaction involving the rendering of services can be estimated
reliably at the balance sheet date, revenue associated with the transaction is recognized
using the percentage of completion method. The stage of completion of a transaction for
rendering services is determined based on the proportion that costs incurred to date
bear to the estimated total costs of the transaction.
The outcome of a transaction involving rendering of services can be estimated reliably
when all of the following conditions are satisfied:
①the amount of revenue can be measured reliably;
② it is probable that the associated economic benefits will flow to the Group;
③the stage of completion of the transaction can be measured reliably;
④the costs incurred and to be incurred for the transaction can be measured reliably.
If the outcome of a transaction involving rendering of services cannot be estimated
reliably, the revenue is recognized by the cost incurred and estimated compensation,
and the actual cost is booked into profit and loss. No revenue is recognized if the cost
incurred cannot be recovered.
The Company recognizes revenue of providing automobile repair service after received
payments or has collection right.
（3）Royalty Revenue
According to the contract or agreement, the revenue is recognized on an accrual basis.
26
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
（4）Interest Income
The amount of interest revenue should be measured and confirmed in accordance with
the length of time for which the enterprise's cash is used by others and the actual
interest rate.
20、Government Grants
Government grants are transfer of monetary assets and non-monetary assets from the
government to the Group at no consideration, excluding the capital invested by the
government as equity owner. Government grant can be classified as grant related to the
assets and grants related to the income.
If a government grant is in the form of a transfer of a monetary asset, it is measured at
the amount received or receivable. If a government grant is in the form of a
non-monetary asset, it is measured at fair value. If the fair value cannot be reliably
determined, it is measured at a nominal amount. A government grant measured at a
nominal amount is recognized immediately in profit or loss for the period.
A government grant related to an asset is recognized as deferred income, and evenly
amortized to profit or loss over the useful life of the related asset. For a government
grant related to income, if the grant is a compensation for related expenses or losses to
be incurred in subsequent period, the grant is recognized as deferred income, and
recognized in profit or loss over the periods in which the related costs are recognized. If
the grant is a compensation for related expenses or losses already incurred, the grant is
recognized immediately in profit or loss for the period.
For repayment of a government grant already recognized, if there is a related deferred
income, the repayment is offset against the carrying amount of the deferred income, and
any excess is recognized in profit or loss for the period. If there is no related deferred
income, the repayment is recognized immediately in profit or loss for the period.
21、Deferred income tax assets and deferred income tax liabilities
（1）Income tax of the current period
At the balance sheet date, current income tax liabilities or assets for the current and prior
periods, are measured at the amount expected to be paid (or recovered) according to
the requirements of tax laws. The calculation for income tax expenses in the current
period is based on the taxable income according to the related tax laws after adjustment
to the accounting profit of the current accounting.
（2）Deferred income tax assets and liabilities
For temporary differences between the carrying amount of certain assets or liabilities
27
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
and their tax base, or between the nil carrying amount of those items that are not
recognized as assets or liabilities and their tax base that can be determined according to
tax laws, deferred tax assets and liabilities are recognized using the balance sheet
liability method.
For temporary differences associated with the initial recognition of goodwill and the initial
recognition of an asset or liability arising from a transaction (not a business combination)
that affects neither the accounting profit nor taxable profits (or deductible losses) at the
time of transaction, no deferred tax asset or liability is recognized.
For taxable temporary differences associated with investments in subsidiaries and
associates, and interests in joint ventures, no deferred income tax liability related is
recognized except where the Group is able to control the timing of reversal of the
temporary difference and it is probable that the temporary difference will not reverse in
the foreseeable future. All deferred income tax liabilities arising from taxable temporary
differences except the ones mentioned above are recognized.
For temporary deductible differences associated with the initial recognition of an asset or
liability arising from a transaction (not a business combination) that affects neither the
accounting profit nor taxable profits (or deductible losses) at the time of transaction, no
deferred tax asset is recognized. For taxable temporary deductible differences
associated with investments in subsidiaries and associates, and interests in joint
ventures, no deferred income tax asset related is recognized if it is impossible to
reversal the temporary difference in the foreseeable future, or it is not probable to obtain
taxable income which can be used for the deduction of the temporary difference in the
future.
Except mentioned above, the Group recognizes other deferred income tax assets that
can deduct temporary differences to the extent that it is probable that taxable profits will
be available against which the deductible temporary differences can be utilized.
For the deductible losses and tax credit that can be carried forward, deferred tax assets
for deductible temporary differences are recognized to the extent that it is probable that
taxable profits will be available against which the deductible temporary differences can
be utilized.
At the balance sheet date, deferred tax assets and liabilities are measured at the tax
rates according to tax laws, that are expected to apply in the period in which the asset is
realized or the liability is settled.
At the balance sheet date, the Group reviews the carrying amount of deferred tax assets.
28
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
If it is no longer probable that sufficient taxable profit will be available in future periods to
allow the benefits of the deferred tax assets to be used, the Group reduces the carrying
amount of deferred tax assets. The amount of such reduction is reversed when it
becomes probable that sufficient taxable profit will be available.
（3）Income Tax Expenses
Income tax expenses consist of current income tax and deferred income tax.
The expenses from income tax and deferred income tax, as well as the revenue, shall be
recorded into profit or loss in current accounting period, except expense for income tax
of the current period and deferred income tax that booked into other income or equity
and adjusted carrying value of deferred income tax goodwill arose from business
combination.
22、Leases
A finance lease is a lease that transfers in substance all the risks and rewards incident to
ownership of an asset. Title may or may not eventually be transferred. An operating
lease is a lease other than a finance lease.
（1）The Group as Lessee under Operating Lease
Lease payments under an operating lease are recognized by a lessee on a straight-line
basis over the lease term, and either included in the cost of the related asset or charged
to profit or loss for the current period. The contingent rents shall be recorded in the profit
or loss of the period in which they actually arise.
（2）The Group as Leaser under Operating Lease
Lease income from operating leases shall be recognized by the leaser in profit or loss on
a straight-line basis over the lease term. Initial direct cost of significance in amount shall
be capitalized when incurred. If another basis is more systematic and rational, that basis
may be used. Contingent rents are credited to profit or loss in the period in which they
actually arise.
23、Employee Benefits
During the accounting period of an employee‘ providing services to the Group, the Group
recognizes the compensation payable as liabilities.
The Group participates in the employees social security system set up by government
agencies, including pensions, medical insurance, housing fund and other social security
system, and the corresponding expenditures are included in the cost of related assets or
the profit or loss.
29
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
When an enterprise terminates the employment relationship with employees before the
end of the employment contracts or provides compensation as an offer to encourage
employees to accept voluntary redundancy, a provision shall be recognized for the
compensation arising from termination of employment relationship with employees, with
a corresponding charge to the profit or loss for the current period. The enterprise cannot
unilaterally withdraw from the termination plan or the redundancy offer.
The early retirement plan adopts the same principles of termination benefits. Salaries
and social insurance (from the date of ceasing services to the date of normal retirement)
are paid by the Group, subject to the conditions to be recognized in profit or loss
(termination benefits).
24、Changes in major accounting policies and accounting estimates
（1）Changes of accounting policies
The group does not have any changes of accounting policies in this reporting period.
（2）Changes of accounting estimates
The group does not have any changes of accounting estimates in this reporting period.
25、Correction of previous accounting errors
The group does not have any previous accounting errors to correct in this reporting
period.
26、Significant account judgment and estimates
The Group is required to make judgments, estimates and assumptions about the
carrying amounts of items in the financial statements that cannot be measured
accurately, due to the internal uncertainties of operation activities. These judgments,
estimates and assumptions are based on historical experiences of the Group‘s
management as well as other factors that are considered to be relevant. These
judgments, estimates and assumptions may affect value of the financial statements in
revenue, expenses, assets and liabilities and the disclosure of contingency at the
balance sheet date. However, the result derived from those uncertainties in estimates
may lead significant adjustments to the carrying amounts of the assets or liabilities
affected in the future.
The Group has reviews the judgments, estimates and assumptions regularly on the
basis of going concern. Where the changes in accounting estimates only affect the
period when changes occurred, and they are recognized within the same period. Where
the changes in accounting estimates affect both current period and future period, the
changes are recognized within the period of change and future period.
30
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
At balance sheet date, the followings are the significant areas where the Group needs to
make judgment, estimates and assumptions over the value of items in the financial
statements:
（1）Provisions for bad debts
According to the relevant accounting policies of the Group in receivables, allowance
method is used for bad debt‘s calculation. The impairment of receivables is calculated
based on the assessment of recoverable of receivables. Assurance of receivable
impairment needs judgments and estimations from the management. The difference
between actual results and original estimates shall have impact on the carrying amount
of receivables and receivable bad debt provisions or the reverse during the change of
estimation.
（2）Impairment of inventories
The Group measures inventories by the lower of cost and realizable net value according
to the accounting policies in regard of inventories and provisions for decline in value of
inventories is made if the cost is higher than their net realizable value, and obsolete and
slow-movement inventories. Inventories decline in value to net realizable value is the
estimated selling price in the ordinary course of business. Net realizable value is
determined on the basis of clear evidence obtained, and takes into consideration the
purposes of holding inventories and effect of post balance sheet events. The difference
between the actual result and the original estimates shall have impact on reverse of the
carrying amount of the inventories and their decline in value or provisions during the
period of change.
（3）Impairment of non-financial, non-current assets
The Company assesses whether there are any indicators of impairment for all
non-current assets other than financial assets at the balance sheet date. For an
intangible asset that has indefinite useful life, impairment test is made in addition to the
annual impairment test if there is any indication of impairment. For non-current assets
other than financial assets, impairment test is made when there is any indication that its
account balance cannot be recovered.
Impairment exists when the recoverable amount of an asset is the higher of its fair value
less cost of disposal and present value of the future cash flows expected to be derived
from the asset.
Net value between the difference of fair value and disposal cost is determined by
reference of the price of similar product in a sale agreement in an arm‘s length
31
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
transaction or an observable market price less the additional cost directly attributable to
the disposal of the asset.
When estimating the present value of future cash flow, significant judgments are made
over the asset‘s production, selling price and relevant operating expenses, and discount
rate used to calculate present value. All available materials that are considered to be
relevant shall be used in the estimation of recoverable value. These materials include
estimations of production, selling price and operating expenses based on reasonable
and supportable assumptions.
（4）Depreciation and amortization
Investment property, fixed assets and intangible assets are depreciated and amortized
using the straight-line method over their useful lives after taking into account residual
value. The useful lives are regularly reviewed to determine the depreciation and
amortization costs charged in each reporting period. The useful lives are determined
based on historical experience of similar assets and the estimated technical changes. If
there is an indication that there has been a change in the factor used to determine the
depreciation or amortization, the rate of depreciation or amortization is revised.
（5）Deferred income tax assets
The group shall recognize all unused tax losses as deferred tax assets to the extent that
it is probable that future taxable profit will be available against which the unused tax
losses and unused tax credits can be utilized. This requires the management of the
Group make a lot of judgments over the estimation of time period, value and tax planning
strategies when future taxable profit incurs so that the value of deferred tax assets can
be determined.
（6）Income tax
There are some transactions where ultimate tax treatments and calculations have
uncertainties in the Group‘s dairy operation. It‘s need Tax office to approve for some
items to make expenditure before tax needs approval from competent tax authorities. If
there is any difference between finalized determination value and their initial estimations
value, the difference shall have the impact on the income tax and deferred income tax of
the current period during the final determination.
（7）Accrued liabilities
According to the contract rules, obtained knowledge and historical experience to
estimate and calculate provision on products‘ quality, predicted contract lost, late
delivery and liquidated damages.Accrued liabilities (or Provisions) are recognized when
32
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
following obligations related to a contingency are satisfied simultaneously. They are (a)
such obligation is the present obligation of the Group, (b)it is probable that an outflow of
economic benefits will be required to settle the obligation, and (c) the amount of the
obligation can be measured reliably. The determination and calculation of accrued
liabilities on great extent rely on judgments of manage level. The group should assess
the relevant risk, uncertainty and time value of currency when judging those obligations.
Ⅴ、Principal Taxes Applied
1、 Taxes and their rates
Category Tax rate (%)
The rate for domestic sales is 17%, pay as the difference of output tax less allowable input
Value Added Tax
tax.
Business Tax Business tax rate is the 5% of taxable income
City Construction Tax City construction tax rate is 7% of turnover tax.
Education surtax Education surtax rate is 3% of turnover tax.
Local education surcharge Local education surcharge is 2% of turnover tax.
Enterprise Income Tax * Income tax is calculated with the ratio of 25%.
*Note：According to the Notice by the PRC State Council on the Implementation of the
Grandfathering Preferential Policies under the PRC Enterprise Income Tax Law Decree
No. [2007] 39, as from 1st January 2008, the enterprises that have enjoyed preferential
tax rates shall be taxed at rates to be increased from the current rate to the full rate
under the EIT law within a period of 5 years. Among others, the enterprises that have
been taxed at 15% currently shall be taxed at 18% in 2008, 20% in 2009, 22% in 2010,
24% in 2011 and 25% in 2012 and 2013. The Company and its subsidiaries (except
Shenzhen Dongchang Yongtong Automobile Inspection Equipment Co., Ltd. and
Shenzhen Xinyongtong Dongxiao Automobile Inspection Equipment Co., Ltd.) are taxed
at 25% in 2013.
33
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Ⅵ、Business Combination & Consolidated Financial Statements
1、Information of subsidiaries
（1）Subsidiaries acquired from establishment or investment（Expressed in 10,000 Yuan）
Type of Registered Nature of Registered Type of Legal Organization Real Balance of other items that in substance
Name of subsidiaries Business scope
subsidiaries place business capital Company person code investment constitutes net investment
Shenzhen Tellus Xinyongtong Automobile
fully-owned su Automobile inspection &
Development Co. ,Ltd Shenzhen Service 3290 Co., Ltd Li Jinlong 192171903 5767 --
bsidiary repair
(The Xinyongtong)
Shenzhen Tefa Tellus Property Management fully-owned su Fang
Shenzhen Service 705 Property management Co., Ltd 192185088 502 --
Co.,Ltd(The Tellus Property) bsidiary Zhidong
Shenzhen Tefa Tellus Real Estate Co., fully-owned su Manufactur Fang
Shenzhen 3115 Manufacture Co., Ltd 192195470 3115 --
Ltd(The Real Estate) bsidiary e Zhidong
Shenzhen Tellus Real Estate Exchange Co., fully-owned su Fang
Shenzhen Service 200 Real estate agent Co., Ltd 192282945 200 --
Ltd(The Exchange) bsidiary Zhidong
Shenzhenxinyongtong Automobile Inspection holding Production of automobile Huang
Shenzhen Service 1961 Co., Ltd 715275892 1000 --
Equipment Co.,Ltd(The Inspection) subsidiary inspection equipment Peibo
Shenzhen Dongchang Yongtong Automobile holding
Shenzhen Service 150 Automobile inspection Co., Ltd Li Jinglong 775581736 143 --
Inspection Equipment Co.,Ltd. subsidiary
Shenzhen Xinyongtong Dongxiao Automobile holding
Shenzhen Service 150 Automobile inspection Co., Ltd Li Jinlong 775581744 143 --
Inspection Equipment Co.,Ltd. subsidiary
Shenzhen Shiquan Industrial Co.,Ltd. fully-owned su Induatrial&supply and Fang
Shenzhen Business 200 Co., Ltd 192474111 150 --
bsidiary marketing Zhidong
（continued）
34
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
included in the The amount of losses attributed to the minority
Holding Minority equity
Name of subsidiaries Voting proportion% consolidated finiancial shareholders of a subsidiary exceeds the minority Note
proportion% interest
statements(yes or no) shareholders’ portion of the equity of the subsidiary
Shenzhen Tellus Xinyongtong Automobile Development Co. ,Ltd
100 100 Yes -- --
(The Xinyongtong)
Shenzhen Tefa Tellus Property Management Co.,Ltd(The Tellus
100 100 Yes -- --
Property)
Shenzhen Tefa Tellus Real Estate Co., Ltd(The Real Estate) 100 100 Yes -- --
Shenzhen Tellus Real Estate Exchange Co., Ltd(The Exchange) 100 100 Yes -- --
Shenzhenxinyongtong Automobile Inspection Equipment
51 51 Yes 74 --
Co.,Ltd(The Inspection)
Shenzhen Dongchang Yongtong Automobile Inspection
95 95 Yes -18 --
Equipment Co.,Ltd.
Shenzhen Xinyongtong Dongxiao Automobile Inspection
95 95 Yes -8 --
Equipment Co.,Ltd.
Shenzhen Shiquan Industrial Co.,Ltd. 100 100 Yes -- --
35
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
（2）Subsidiaries acquired through business combination under common control （Expressed in 10,000 Yuan）
Balance of other items
Type of Registered Nature of Registered Type of Organization Real that in substance
Name of subsidiaries Business scope Legal person
subsidiaries place business capital Company code investment constitutes net
investment
Shenzhen Automobile Industry and Trading fully-owned su Automobile and
Shenzhen Business 5896 Co., Ltd Zhang Ruili 192194881 12625 --
Co.,Ltd.(The Automobile Industry and Trading） bsidiary accessories selling
Automobile
Shenzhen Tefa Huari Automobile Enterprise holding maintenance &
Shenzhen Service USD500 Co., Ltd Zhang Ruili 618830081 1922 --
Co.,Ltd. subsidiary production and sales
of accessories
fully-owned su
Shenzhen Zhongtian Industrial Co.,Ltd. Shenzhen Service 725 Leasing Co., Ltd Fang Zhidong 192182485 1071 --
bsidiary
holding
Shenzhen Huari Toyota Automobile Co.,Ltd. Shenzhen Business 200 Automobile selling Co., Ltd Li Jinlong 19237652X 181 --
subsidiary
Shenzhen Huari Anxin Automobile Inspection holding
Shenzhen Service 150 Automobile Inspection Co., Ltd Li Jinlong 781385280 150 --
Equipment Co.,Ltd. subsidiary
Shenzhen Automobile Industry supply and holding Automobile and
Shenzhen Service 1111 Co., Ltd Cen Weinin 192189193 648 --
marketing Co.,Ltd. subsidiary accessories selling
36
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
（Continued）
The amount of losses attributed to the
Included in the
Holding minority shareholders of a subsidiary
Name of subsidiaries Voting proportion% consolidated financial Minority equity interest Note
proportion% exceeds the minority shareholders’
statements(yes or no)
portion of the equity of the subsidiary
Shenzhen Automobile Industry and Trading Co.,Ltd.(The
100 100 Yes
Automobile Industry and Trading） -- --
Shenzhen Tefa Huari Automobile Enterprise Co.,Ltd. 60 60 Yes 1,692 --
Shenzhen Zhongtian Industrial Co., Ltd(The Zhongtian) 100 100 Yes -- --
Shenzhen Huari Toyota Automobile Co.,Ltd. 60 60 Yes -503 --
Shenzhen Huari Anxing Automobile Inspection Equipment
100 100 Yes -- --
Co.,Ltd.
Shenzhen Automobile Industry supply and marketing
100 100 Yes -- --
Co.,Ltd.
37
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
2、The Company has no any entities with special purpose or that the Company has no
any controlling entities through the way of trustee or leasing.
3、The changes of the consolidation scope.
Guangxi Tellus Automobile Service Co.,Ltd., which is holded 60% by the Shenzhen
Automobile Industry and Trading Co.,Ltd., the fully-owned subsidiary of Shenzhen
Tellus Holding Co., Ltd., is no longer including in the consolidation scope from 3 rd June,
2013. Guangxi Tellus Automobile Service Co.,Ltd.
4、The entity newly included and no longer included in the consolidation scope during
the year.
(1)There is no entity newly included in the consolidation scope during the year.
(2)The entity no longer included in the consolidation scope during the year.
Name Net assets Net interest
Guangxi Tellus Automobile Service Co.,Ltd. 369,643.93 -433,343.74
Ⅶ、Notes to the consolidated financial statements
The notes below except special noting, the opening balance is 1st January 2013, the
closing balance is 31st December 2013.Company‘s accounting year starts on 1
January and ends on 31 December.
1、Monetary assets
Closing balance Opening balance
Items Exchange RMB Exchange RMB
Original currency Original currency
rate equivalent rate equivalent
Cash 126,751.33 148,896.54
Include：RMB — — 102,105.49 — — 141,052.63
HKD 21,419.47 0.78623 16,840.63 5,123.55 0.8109 4,154.43
USD 1,045.35 6.0969 6,373.38 577.00 6.2855 3,626.73
YEN 24,784.58 0.0578 1,431.83 860.00 0.0730 62.75
Cash at bank 63,018,754.91 54,996,344.76
Include：RMB — — 63,018,754.91 — — 54,996,344.76
Other cash balances 6,753,285.32 290.09
Include：RMB — — 6,753,285.32 — — 290.09
Total 69,898,791.56 55,145,531.39
38
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Note: Other cash balances at the end of this reporting period include bank acceptance
deposit RMB 6,732,343.46.
2、Accounts receivable
（1）Accounts receivable are analysed by categories as follows:
Closing balance
Items Book amount Provision for bad debts
Amount Ratio % Amount Ratio %
Receivables that are individually significant and impaired 20,131,654.12 40.69 20,131,654.12 100.00
The aging analysis of the receivables that are grouped and impaired 9,069,724.07 18.33 4,052,985.29 44.69
Receivables that are individually insignificant and impaired 20,273,298.57 40.98 20,273,298.57 100.00
Total 49,474,676.76 100.00 44,457,937.98 89.86
（Continued）
Opening balance
Items Book amount Provision for bad debts
Amount Ratio % Amount Ratio %
Receivables that are individually significant and impaired 20,131,654.12 40.47 20,131,654.12 100.00
The aging analysis of the receivables that are grouped and impaired 9,508,414.02 19.11 3,729,030.81 39.22
Receivables that are individually insignificant and impaired 20,106,006.63 40.42 20,106,006.63 100.00
Total 49,746,074.77 100.00 43,966,691.56 88.38
（2）The aging analysis of the receivables that are grouped and impaired is as follows:
Closing balance Opening balance
Duration
Amount Ratio % Amount Ratio %
Within 1 year 453,674.83 0.92 1,066,184.90 2.14
1 to 2 years 358,715.77 0.73 553,615.48 1.11
2 to 3 years 536,004.01 1.08 570,727.36 1.15
Over 3 years 48,126,282.15 97.27 47,555,547.03 95.6
Total 49,474,676.76 100.00 49,746,074.77 100
39
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
（3）Provision for bad debts
①as at 31 December 2013, Receivables that are individually significant and impaired
are analysed as follows:
Provision for bad Ratio
Name of companies Book amount Reason
debts %
Shenzhen Jinlu trade Co.,Ltd. 9,846,607.00 9,846,607.00 100% Withdraw uncertain
Guangdong Zhanjiang Sanxing antomobile Aging long，not expected to
4,060,329.44 4,060,329.44 100%
Co.,Ltd. withdraw
Huizhou Jiandacheng Co.,Ltd. 2,021,657.70 2,021,657.70 100% Not expected to withdraw
Aging long，not expected to
Jianglin automobile factory 1,191,059.98 1,191,059.98 100%
withdraw
Aging long，not expected to
Guangdong Province commodity group 1,862,000.00 1,862,000.00 100%
withdraw
Aging long，not expected to
Yangjiang Automobile trade Co.,Ltd. 1,150,000.00 1,150,000.00 100%
withdraw
Total 20,131,654.12 20,131,654.12 100%
② The aging analysis of the receivables :
Closing balance Opening balance
Duration Book amount Provision for bad Book amount Provision for bad
Amount Ratio % debts Amount Ratio % debts
Within 1 year 453,674.83 5.00 - 1,066,184.90 11.22 --
1 to 2 years 358,715.77 3.96 6,700.05 553,615.48 5.82 26,800.59
2 to 3 years 536,004.01 5.91 107,200.80 570,727.36 6.00 114,146.65
40
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Over 3 years 7,721,329.46 85.13 3,939,084.44 7,317,886.28 76.96 3,588,083.57
Total 9,069,724.07 100.00 4,052,985.29 9,508,414.02 100.00 3,729,030.81
③As at 31 December 2013, Receivables that are individually insignificant and impaired
are analysed as follows:
Ratio % Provision for bad
Name of companies Book amount Reason
debts
Dadong 801,380.16 100% 801,380.16 Aging long，not expected to withdraw
Qinglin 695,848.00 100% 695,848.00 Aging long，not expected to withdraw
Shanghai Automobile industry supply and
641,341.90 100% 641,341.90
sales Co.,Ltd. Aging long，not expected to withdraw
Zhongqi Trading 558,000.00 100% 558,000.00 Aging long，not expected to withdraw
Guangdong Province commodity group
395,400.00 100% 395,400.00
Automobile trade branch Aging long，not expected to withdraw
Yunnan Lanjian 389,640.00 100% 389,640.00 Aging long，not expected to withdraw
Guangdong Province commodity trade
387,000.00 100% 387,000.00
center Aging long，not expected to withdraw
Others 16,404,688.51 100% 16,404,688.51 Aging long，not expected to withdraw
Total 20,273,298.57 100% 20,273,298.57
（4）During the reporting period, no receivables were canceled after verification.
（5）As at 31 December 2013, no balances included in above accounts receivable are
due from the shareholders of the Company who hold over 5% shares with voting rights.
（6）As at 31 December 2013, the company‘s five largest accounts receivable balances
are analysed as follows:
Name of companies Relationship with the Amount Duration % of total accounts
41
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
company receivable balance
Shenzhen Jinlu trade Co.,Ltd. Non-related party 9,846,607.00 Over 5 years 19.90
Guangdong Zhanjiang Sanxing automobile Co.,Ltd. Non-related party 4,060,329.44 Over 5 years 8.21
Huizhou Jiandacheng Co.,Ltd. Non-related party 2,021,657.70 Over 5 years 4.09
Guangdong Province commodity group Non-related party 1,862,000.00 Over 5 years 3.76
Jianglin automobile factory Non-related party 1,191,059.98 Over 5 years 2.41
Total 18,981,654.12 38.37
（7）Accounts receivable and advance money due from related parties see NoteⅧ.6.(1)
for details.
3、Other receivables
（1）Accounts receivable are analysed by categories as follows:
Closing balance
Items Book amount Provision for bad debts
Amount Ratio % Amount Ratio %
Other receivables that are individually significant and impaired 37,789,294.43 63.15 37,789,294.43 100.00
The aging analysis of the other receivables that are grouped and impaired 12,643,148.86 21.13 4,614,792.17 36.5
Other receivables that are individually insignificant and impaired 9,403,872.62 15.72 9,403,872.62 100.00
Total 59,836,315.91 100.00 51,807,959.22 86.58
（Continued）
Opening balance
Items Book amount Provision for bad debts
Amount Ratio % Amount Ratio %
Other receivables that are individually significant and impaired 36,436,823.34 58.18 36,436,823.34 100.00
The aging analysis of the other receivables that are grouped and impaired 17,285,866.44 27.60 4,991,821.39 28.88
Other receivables that are individually insignificant and impaired 8,905,637.07 14.22 8,905,637.07 100.00
Total 62,628,326.85 100.00 50,334,281.80 80.37
（2）The aging analysis of the other receivables that are grouped and impaired is as
follows:
Closing balance Opening balance
Duration
Amount Ratio % Amount Ratio %
42
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Within 1 year 3,106,182.90 5.19 4,113,751.71 6.56
1 to 2 years 672,196.31 1.12 3,059,600.15 4.89
2 to 3 years 602,961.71 1.01 692,631.80 1.11
Over 3 years 55,454,974.99 92.68 54,762,343.19 87.44
Total 59,836,315.91 100.00 62,628,326.85 100.00
（3）Provision for bad debts
① As at 31 December 2013, other receivables that are individually significant and
impaired are analysed as follows:
Provision for bad Ratio
Name of companies Book amount Reason
debts %
Zhongqi Huanan Automobile sales Co.,Ltd. 9,832,956.37 9,832,956.37 100% Aging long，not expected to withdraw
Shenzhen Nanfang industry and trade Aging long，not expected to withdraw
7,359,060.75 7,359,060.75 100%
Co.,Ltd.
Win in the case, this company do not
ShenZhen ZhongHao (Group) Co.,Ltd. 5,000,000.00 5,000,000.00 100%
have asset to pay.
Jinbeili Household Company 2,706,983.51 2,706,983.51 100% Aging long，not expected to withdraw
Shenzhen Xinxintai trade Co.,Ltd. 2,418,512.90 2,418,512.90 100% Unwithdraw
Shenzhen Petrochemical Group 1,888,329.19 1,888,329.19 100% not expected to withdraw
Huatong casing Co.,Ltd. 1,212,373.79 1,212,373.79 100% Aging long，not expected to withdraw
Heyuan dongfeng 930,000.00 930,000.00 100% Aging long，not expected to withdraw
Shenzhen South Great Wall investment Withdraw uncertain
819,460.91 819,460.91 100%
Co.,Ltd.
Shenzhen Xiandao chemical materials Aging long，not expected to withdraw
708,072.26 708,072.26 100%
Co.,Ltd.*2
Shenzhen Baodong real estateCo.,Ltd. 609,773.00 609,773.00 100% Aging long，not expected to withdraw
Others 4,303,771.75 4,303,771.75 100% Aging long，not expected to withdraw
Total 37,789,294.43 37,789,294.43 100%
②The aging analysis of the other receivables that are grouped and impaired is as
follows:
Closing balance Opening balance
Duration
Book amount Provision for bad Book amount Provision for bad
43
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
amount ratio（%） debts amount ratio（%） debts
Within 1 year 3,106,182.90 24.56 -- 4,113,751.71 23.80 --
1 to 2 years 672,196.31 5.32 24,054.83 3,059,600.15 17.70 145,932.51
2 to 3 years 143,619.69 1.14 58,123.93 692,631.80 4.01 139,526.36
Over 3 years 8,721,149.96 68.98 4,532,613.41 9,419,882.78 54.49 4,706,362.52
Total 12,643,148.86 100.00 4,614,792.17 17,285,866.44 100.00 4,991,821.39
③ As at 31 December 2013, other receivables that are individually insignificant and
impaired are analysed as follows:
Provision for bad
Name of companies Book amount ratio（%） Reason
debts
Huangshengchang 463,912.46 100.00 463,912.46 Aging long，not expected to withdraw
ABC north of renming branch 247,219.98 100.00 247,219.98 Aging long，not expected to withdraw
Staffs’purchasing for real estate 217,892.57 100.00 217,892.57 Aging long，not expected to withdraw
Liang Rrongde 182,133.26 100.00 182,133.26 Aging long，not expected to withdraw
Shensha Trade 134,835.20 100.00 134,835.20 Aging long，not expected to withdraw
Chengdu Aircraft Design and Research
130,000.00 100.00 130,000.00 Aging long，not expected to withdraw
Institute
Others 8,027,879.15 100.00 8,027,879.15 Aging long，not expected to withdraw
Total 9,403,872.62 9,403,872.62
（4） During the reporting period, no other receivables were canceled after verification.
（5）As at 31 December 2013, no balances included in above other receivable are due
from the shareholders of the Company who hold over 5% shares with voting rights.
（6）As at 31 December 2013, the company‘s five largest other receivable balances are
analysed as follows:
Relationship with the % of total other
Name of companies Amount Duration
company receivable balance
Zhongqi Huanan Automobile sales Co.,Ltd. Non-related party 9,832,956.37 Over 3 years 16.43
Shenzhen Nanfang industry and trade
Non-related party 7,359,060.75 Over 3 years 12.30
Co.,Ltd.
ShenZhen ZhongHao (Group) Co.,Ltd. Non-related party 5,000,000.00 Over 3 years 8.36
44
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Relationship with the % of total other
Name of companies Amount Duration
company receivable balance
Shenzhen kaifeng Automobile Co., Ltd. Non-related party 4,413,728.50 Over 3 years 7.38
Jinbeili Household Company Non-related party 2,706,983.51 Over 3 years 4.52
Total 29,312,729.13 48.99
（7）Other receivable and prepayments due from related parties see NoteⅧ、.6.(1) for
details.
4、Advance to suppliers
（1）The aging of advance to suppliers is analysed below:
Closing balance Opening balance
Duration
Amount Ratio % Amount Ratio %
Within 1 year 8,210,636.79 98.81 8,157,751.52 96.50
1 to 2 years -- -- 158,623.00 1.88
2 to 3 years 8,360.00 0.10 126,153.94 1.49
Above 3 years 90,577.94 1.09 10,733.10 0.13
Total 8,309,574.73 100.00 8,453,261.56 100.00
（2） As at 31 December 2013, the company‘s several larger advance to suppliers
balances are analysed as follows:
Relationship with the Time of
Name of companies Amount Unsettled reason
company prepayment
Relevant goods or
FAW Toyota Motor Sales Co., Ltd. supplier 6,309,247.64 2013 services
were not provided
Relevant goods or
Toyota Motor (China)Investment Co., Ltd. supplier 1,106,142.01 2013 services
were not provided
Total 7,415,389.65
45
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
（2）As at 31 December 2013, no balances included in above advance to suppliers
are due from the shareholders of the Company who hold over 5% shares with voting
rights.
5、Inventories
（1）Categories of inventory
Closing balance
Items
Amount Provision for impairment Net book value
Raw materials 15,286,724.01 14,771,812.17 514,911.84
Consumables 25,935.10 -- 25,935.10
Stock products 76,268,708.46 13,983,189.70 62,285,518.76
Total 91,581,367.57 28,755,001.87 62,826,365.70
（Continued）
Opening balance
Items
Amount Provision for impairment Net book value
Raw materials 15,257,453.44 14,771,812.17 485,641.27
Consumables 27,015.13 -- 27,015.13
Stock products 61,784,214.30 14,483,018.50 47,301,195.80
Total 77,068,682.87 29,254,830.67 47,813,852.20
（2）Provision for impairment
Current year Current year decreases
Items Opening balance Closing balance
provisions Reversals Written-off
Raw materials 14,771,812.17 -- -- -- 14,771,812.17
Consumables -- -- -- -- --
Stock products 14,483,018.50 60,171.20 -- 560,000.00 13,983,189.70
Total 29,254,830.67 60,171.20 -- 560,000.00 28,755,001.87
（3）Reasons for reversal and written-off of provision
46
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Reason for reverse inventory % of total reversal amount
Items Basis for inventory provision
provision in current year balance
net realizable value lower than
Raw materials
inventory cost
net realizable value lower than Sales of the inventory has
Stock products 0.88%
inventory cost provision
6、Other current assets
Item Closing balance Opening balance
Deductible input tax 11,644,102.02 7,495,557.97
Total 11,644,102.02 7,495,557.97
7、Available-for-sale financial assets
Items Closing balance Opening balance
Available-for-sale equity investments 1,480,168.80 1,591,906.25
include：Shares of China Merchants Bank 1,480,168.80 1,591,906.25
less：Provision for Bad Debt -- --
Total 1,480,168.80 1,591,906.25
8、Held-to-maturity investments
Item Closing balance Opening balance
Treasury Securities 120,000.00 120,000.00
Less：Provision for Bab Debt 20,000.00 20,000.00
Total 100,000.00 100,000.00
9、Long-term receivables
Item Closing balance Opening balance
Other：
Long-term receivables which essentially contribute to the net
2,179,203.68 2,179,203.68
investment of invested entity
Include：Shenzhen Tellus Automobile Services Chain Co.,Ltd.* 2,179,203.68 2,179,203.68
Total Book Balance 2,179,203.68 2,179,203.68
47
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Less：Provision for Bab Debt 2,179,203.68 2,179,203.68
Book value -- --
*Note：This entity is a related entity of our company, the non-operating receivable
essentially contribute to the net investment of invested entity .Till the end of 2013, the
total liabilities exceed total asset of Shenzhen Tellus Automobile Services Chain
Co.,Ltd., the owner‘s equity is negative. The Company have decreased book value of
long-term equity investment in Shenzhen Tellus Automobile Services Chain Co.,Ltd. to
zero. During the reporting period, Shenzhen Tellus Automobile Services Chain Co.,Ltd.
has terninated its business. Base on the above condition, bad debt provision has been
changed in full amount of relevant long-term equity investment.
48
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
10、Long-term equity investments
（1）Disclosure by category
Item Opening balance Increase Decrease Closing balance
Investment in joint ventures 67,977,032.82 620,847.13 -- 68,597,879.95
Investment in associates 108,244,741.39 14,679,816.23 -- 122,924,557.62
Other equity investments 41,736,238.39 -- -- 41,736,238.39
Less: Impairment provision 31,385,089.21 -- -- 31,385,089.21
Total 186,572,923.39 15,300,663.36 -- 201,873,586.75
（2）Details of long-term equity investments
Investee Measurement method Cost of investment Opening balance Movement Closing balance
Shenzhen Tellus Jimeng Investment Co.,Ltd. Equity method 61,852,480.00 59,250,600.14 421,665.78 59,672,265.92
Shenzhen Tellus Xing Investment Co.,Ltd. Equity method 13,600,000.00 8,726,432.68 199,181.35 8,925,614.03
Shenzhen Xing Long Mechanical Models Co.,Ltd. *Note② Equity method 12,300,000.00 5,978,254.74 9,900,000.00 15,878,254.74
Shenzhen Tellus Automobile Services Chain Co.,Ltd. Equity method 800,000.00 -- -- --
Shenzhen Ren fu Tellus Automobiles Services Co.,Ltd. Equity method 10,500,000.00 64,767,631.25 3,517,622.50 68,285,253.75
Shenzhen Automobile Industrial Import and Export Co.,Ltd. Equity method 4,737,500.00 8,245,307.04 32,933.56 8,278,240.60
Shenzhen Dongfeng Automobile Co., Ltd. Equity method 23,277,044.85 27,815,265.06 1,405,806.26 29,221,071.32
Shenzhen Xinyongtong Tenology Co.,Ltd. Equity method 496,000.00 542,906.24 -13,964.10 528,942.14
Shenzhen Xinyongtong Pump and Environmental Protection Co.,Ltd Equity method 155,000.00 127,836.59 -- 127,836.59
49
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Investee Measurement method Cost of investment Opening balance Movement Closing balance
Shenzhen Xinyongtong Automobile Service Co.,Ltd. Equity method 300,000.00 219,831.64 3,442.79 223,274.43
Shenzhen Xinyongtong Dongxiao Automobile Parts Sales Co.,Ltd. Equity method 175,000.00 175,628.93 215.40 175,844.33
Shenzhen Xinyongtong Xinda Inspection Eqiupment Co.,Ltd Equity method 400,000.00 323,351.61 -159,068.72 164,282.89
Shenzhen Xinyongtong Consulting Co.,Ltd Equity method 48,000.00 48,728.29 -7,171.46 41,556.83
Shenzhen Tellus Xinyongtong Automobiles Services Co.,Ltd. Equity method 504,000.00 -- -- --
China Perfect Machinery Industry Co.,Ltd. Cost method 10,176,617.20 10,176,617.20 -- 10,176,617.20
Hunan Changyang Industrial Co.,Ltd.*Note① Cost method 6,900,000.00 1,810,540.70 -- 1,810,540.70
Shenzhen Hanli Hi-technology Ceramics Co.,Ltd. *Note① Cost method 3,466,000.00 1,956,000.00 -- 1,956,000.00
Shenzhen Jiecheng Electronic Co.,Ltd.*Note① Cost method 3,150,000.00 3,225,000.00 -- 3,225,000.00
Shenzhen Jingwei Industrial Co.,Ltd. Cost method 4,000,000.00 4,000,000.00 -- 4,000,000.00
Shenzhen Moscow Co.,Ltd. Cost method 825,000.00 825,000.00 -- 825,000.00
Wuhan Weite Hotel Cost method 640,000.00 640,000.00 -- 640,000.00
Shenzhen Xiandao chemical materials Co.,Ltd.*Note① Cost method 7,256,401.38 4,751,621.62 -- 4,751,621.62
Shenzhen Petroleum & Chemical (Group)Co.,Ltd. Cost method 700,000.00 700,000.00 -- 700,000.00
Nanfang Automobile Repairing center *Note① Cost method 6,700,000.00 6,700,000.00 -- 6,700,000.00
China Automobile industry shenzhen trading Co.,Ltd. *Note① Cost method 400,000.00 400,000.00 -- 400,000.00
Shenzhen General Standard software Co.,Ltd.*Note① Cost method 500,000.00 500,000.00 -- 500,000.00
50
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Investee Measurement method Cost of investment Opening balance Movement Closing balance
Shenzhen torch spark plug Industrial Co.,Ltd.*Note① Cost method 17,849.20 17,849.20 -- 17,849.20
Zhongqi South China automobile sales Co.,Ltd. *Note① Cost method 2,250,000.00 2,250,000.00 -- 2,250,000.00
Electrombile project Cost method 600,000.00 600,000.00 -- 600,000.00
Shenzhen Jinhe standard molds Co.,Ltd. Cost method 453,440.00 453,440.00 -- 453,440.00
Zhongqi Training center Cost method 600,000.00 600,000.00 -- 600,000.00
Shenzhen Bailiyuan Power Co.,Ltd.*Note① Cost method 1,320,000.00 1,320,000.00 -- 1,320,000.00
Mililong（Zeng Wengang） Cost method 162,000.00 162,000.00 -- 162,000.00
Shenzhen Yiming Automobile Trading Co.,Ltd. Cost method 200,001.10 200,001.10 -- 200,001.10
Shenzhen Bisike Machine Co.,Ltd. Cost method 302,368.57 302,368.57 -- 302,368.57
Hongkong Rishen International Co.,Ltd. Cost method 145,800.00 145,800.00 -- 145,800.00
Total 179,910,502.30 217,958,012.60 15,300,663.36 233,258,675.96
(continued)
Shareholding Voting right Reason for disagreement between Impairment Impairment provision recognised Cash dividend in
Investee
(%) (%) shareholding and voting right provision in current year current year
Shenzhen Tellus Jimen Investment Co.,Ltd. 50 50 -- -- --
Shenzhen Tellus Xing Investment Co.,Ltd. 50 50 -- -- --
Shenzhen Xing Long Mechanical Models Co.,Ltd. 30 30 -- -- --
Shenzhen Tellus Automobile Services Chain Co.,Ltd. 40 40 -- -- --
51
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Shareholding Voting right Reason for disagreement between Impairment Impairment provision recognised Cash dividend in
Investee
(%) (%) shareholding and voting right provision in current year current year
Shenzhen RenFu Tellus Automobiles Services Co.,Ltd. 35 35 -- -- 2,450,000.00
Shenzhen Automobile Industrial Import and Export Co.,Ltd. 35.75 35.75 -- -- --
Shenzhen Dongfeng Automobile Co., Ltd. 25 25 -- -- --
Shenzhen Xinyongtong Technology Tenology Co.,Ltd. 31 31 -- -- --
Shenzhen Xinyongtong Pump and Environmental
31 31 127,836.59 -- --
Protection Co.,Ltd.
Shenzhen Xinyongtong Automobile Service Co.,Ltd. 30 30 -- -- --
Shenzhen Xinyongtong Dongxiao Automobile Service
35 35 -- -- --
Co.,Ltd.
Shenzhen Xinyongtong Xinda Inspection Eqiupment
40 40 -- -- --
Co.,Ltd.
Shenzhen Xinyongtong consulting Co.,Ltd. 30 30 -- -- --
Shenzhen Tellus Xinyongtong Automobile Service Co., Ltd. 18 18 -- -- --
China Pufa Machinery Industry Co., Ltd. 4.94 4.94 -- -- 656,621.22
Hunan Changyang Industrial Co.,Ltd.*Note① 36.55 36.55 1,810,540.70 -- --
Shenzhen Hanli Hi-technology Ceramics Co.,Ltd.*Note① 80 80 1,956,000.00 -- --
Shenzhen Jiecheng Electronic Co.,Ltd.*Note① 45 45 3,225,000.00 -- --
52
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Shareholding Voting right Reason for disagreement between Impairment Impairment provision recognised Cash dividend in
Investee
(%) (%) shareholding and voting right provision in current year current year
Shenzhen Jingwei Industrial Co.,Ltd. 12.5 12.5 4,000,000.00 -- --
Shenzhen Moscow Co.,Ltd. 7 7 825,000.00 -- --
Wuhan Weite Hotel 640,000.00 -- --
Shenzhen Xiandao chemical materials Co.,Ltd.*Note① 40 40 4,751,621.62 -- --
Shenzhen Petroleum & Chemical Co.,Ltd. 100000shares 100000 shares 700,000.00 -- --
Nanfang Automobile Repairing center *Note① 100 100 6,700,000.00 -- --
China Automobile industry shenzhen trading Co.,Ltd. *Note
40 40 400,000.00 -- --
①
Shenzhen General Standard software Co.,Ltd.*Note① 25 25 500,000.00 -- --
Shenzhen torch spark plug Industrial Co.,Ltd.*Note① 49 49 17,849.20 -- --
Zhongqi South China automobile sales Co.,Ltd.*Note① 49 49 2,250,000.00 -- --
Electrombile project 11.1 11.1 600,000.00 -- --
Shenzhen Jinhe Standard Model Co.,Ltd. 15 15 453,440.00 -- --
Zhongqi Training center 6.25 6.25 600,000.00 -- --
Shenzhen Bailiyuan Power Co.,Ltd.* Note① 25 25 1,320,000.00 -- --
Mililong（Zeng Wengang） 6.25 6.25 162,000.00 -- --
Shenzhen Yiming Automobile Trading Co.,Ltd. 200,001.10 -- --
53
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Shareholding Voting right Reason for disagreement between Impairment Impairment provision recognised Cash dividend in
Investee
(%) (%) shareholding and voting right provision in current year current year
Shenzhen Bisike Machine Transportation Co.,Ltd. 7.5 7.5 -- -- --
Hongkong Rishen National Co.,Ltd. 7.5 7.5 145,800.00 -- --
Total 31,385,089.21 -- 3,106,621.22
*Note①These companies have terninated their business, and the Tellus does not have signficant influence on them, accrued
impairment provision on full amount.
* Note②The company increase capital to Shenzhen Xing Long Mechanical Models Co.,Ltd. by RMB 9,900,000 based on the holding
shares proportion.
（3）restriction on transfermation of financial resource to investee.
According to 《Debt and credit conversion agreement》, the Automobile Industry and Trading Co., Ltd. pay off the debts and surcharge
by the retained earnings in Shenzhen Dongfeng Co., Ltd.
（4）Unrecognized investment losses
2013 2012
Investee Unrecognized investment Accmuated unrecognized Unrecognized investment
unrecognized investment losses
losses in 2013 investment losses losses in 2012
Shenzhen Tellus Xinyongtong Automobile Service Co., Ltd. 96,219.16 719,776.95 98,187.75 623,557.79
Shenzhen Tellus Automobile Services Chain Co.,Ltd. 93,406.62 93,406.62 -- --
Total 189,625.78 813,183.57 98,187.75 623,557.79
（5）Details of Joint ventures and Associates
54
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
① Details of Joint ventures
Holding
Type of Voting proportion
Investee Registered location Legal person Nature of business Registered capital proportion
company (%)
(%)
Shenzhen Tellus Jimeng Investment Co.,Ltd. Limited liablity Shenzhen Zhang Ruili Focus on industy、property management and lease 123,704,960.00 50 50
Focus on industy、property management and buying
Shenzhen Tellus Xing Investment Co.,Ltd. Limited liablity Shenzhen Lou Bojun 27,200,000.00 50 50
and selling of Automobile parts
（Continued）
Total asset at the end Total operating incidence relation
Investee Total liability at the end Net asset at the end Net profit in 2013 Organization code
revenue in 2013
Shenzhen Tellus Jimeng Investment Co.,Ltd. Subsidiary
131,146,391.49 11,801,859.66 119,344,531.83 -- 843,331.57 670026381
associate
Shenzhen Tellus Xing Investment Co.,Ltd. Subsidiary
27,916,327.98 349,408.31 27,566,919.67 1,237,440.00 86,825.09 682008316
associate
② Details of Associates
55
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Holding
Registered Voting proportion
Investee Type of company Legal person Nature of business Registered capital proportion
location (%)
(%)
Shenzhen Xing Long Mechanical
Limited liablity Shenzhen Zhang Ruili Real estate lease 60,633,300.00 30 30
Models Co.,Ltd.
Shenzhen Tellus Automobile Services
Limited liablity Shenzhen Wu Yonggang Automobile Matainance and lease 2,000,000.00 40 40
Chain Co.,Ltd.
Shenzhen Rem Fu Tellus Automobiles
Limited liablity Shenzhen Tan Yanling Sales and repair of Benz 30,000,000.00 35 35
Services Co.,Ltd.
Shenzhen Automobile Industrial Import
Limited liablity Shenzhen HuangWeiqiang Import and export of Automobile Parts 13,250,000.00 35.75 35.75
and Export Co.,Ltd.
Shenzhen Dongfeng Automobile Co.,
Limited liablity Shenzhen Xue Tiansheng Manufacturing and repairing automobile 100,000,000.00 25 25
Ltd.
Shenzhen Xinyongtong Inspection
Limited liablity Shenzhen Li Jinlong Technique inspection of motor vehicle 1,600,000.00 31 31
Tenology Co.,Ltd.
Shenzhen Xinyongtong Pump and Consulting of Pump repair teconology and environmental
Limited liablity Shenzhen Lan Zhongxin 500,000.00 31 31
Environmental Protection Co.,Ltd. teconology
Shenzhen Xinyongtong Automobile Automobile Matainance ； automobile beauty and sales of
Limited liablity Shenzhen Li Jianjun 1,000,000.00 30 30
Service Co.,Ltd. automobile parts
Shenzhen Xinyongtong Dongxiao Second type automobile Matainance and sales of automobile
Limited liablity Shenzhen Li Jianjun 500,000.00 35 35
Automobile Service Co., Ltd. parts
56
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Holding
Registered Voting proportion
Investee Type of company Legal person Nature of business Registered capital proportion
location (%)
(%)
Shenzhen Xinyongtong Xinda
Limited liablity Shenzhen Huang Peibo Develop and sales of equipment inspection teconology 1,000,000.00 40 40
Inspection Eqiupment Co.,Ltd.
Shenzhen Xinyongtong consulting Automobile management teconology consult ； Internet
Limited liablity Shenzhen Lan Zhongxin 142,080.00 30 30
Co.,Ltd. maintenance
Shenzhen Tellus Xinyongtong
Limited liablity Shenzhen Li Jinlong Automobile Matainance 2,800,000.00 18 18
Automobiles Services Co.,Ltd.
57
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
（Continued）
Total asset at the Total liability at the Net asset at the Total operating revenue in Net profit in incidence Organization
Investee
end end end 2013 2013 relation code
Shenzhen Xing Long Mechanical Models Co.,Ltd. 73,047,458.58 8,068,321.76 64,979,136.82 -- -- associate 192172420
Shenzhen Tellus Automobile Services Chain Co.,Ltd. 1,543,631.64 9,582,153.75 -8,038,192.11 -126,359.02 -233,516.54 associate 767583926
Shenzhen Ren Fu Tellus Automobiles Services Co.,Ltd. 351,777,249.00 156,676,524.00 195,100,725.00 1,568,458,654.00 17,050,350.00 associate 774131792
Subsidiary
Shenzhen Automobile Industrial Import and Export Co.,Ltd. 34,026,663.75 10,812,617.23 23,214,046.52 31,233,665.08 92,121.86 192190506
associate
Subsidiary
Shenzhen Dongfeng Automobile Co., Ltd. 480,360,466.03 350,833,255.90 127,038,091.68 262,804,613.67 5,623,225.04 19218689X
associate
Subsidiary
Shenzhen Xinyongtong Tenology Co.,Ltd. 3,227,665.91 1,591,400.96 1,636,264.95 4,145,348.60 -45,045.49 674800717
associate
Subsidiary
Shenzhen Xinyongtong Pump and Environmental Protection Co.,Ltd. 422,655.80 86,243.66 336,412.14 -- -- 674823599
associate
Subsidiary
Shenzhen Xinyongtong Automobile Service Co.,Ltd. 3,393,980.71 2,649,732.62 744,248.09 8,299,987.78 11,475.96 68376659X
associate
Subsidiary
Shenzhen Xinyongtong Dongxiao Automobile Service Co., Ltd. 1,760,576.63 1,258,164.28 502,412.35 2,415,843.43 615.42 683763583
associate
Subsidiary
Shenzhen Xinyongtong Xinda Inspection Eqiupment Co.,Ltd. 4,530,146.45 4,119,439.21 410,707.24 3,466,786.33 -397,671.79 678587925
associate
Subsidiary
Shenzhen Xinyongtong consulting Co.,Ltd. 341,587.62 203,055.89 138,531.73 10,000.00 -23,904.87 685393889
associate
58
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Total asset at the Total liability at the Net asset at the Total operating revenue in Net profit in incidence Organization
Investee
end end end 2013 2013 relation code
Subsidiary
Shenzhen Tellus Xinyongtong Automobiles Services Co.,Ltd. 2,228,004.08 4,577,517.04 -2,349,512.96 4,039,221.18 -641,461.06 685350360
associate
（6）Details of impairment provision for long-term equity investments
Item Opening balance Increase Decrease Closing balance
Investment in associates
Shenzhen Xinyongtong Pump and Environmental Protection Co.,Ltd.* 127,836.59 -- -- 127,836.59
Other long-term equity investments
Shenzhen Xiandao chemical materials Co.,Ltd. 4,751,621.62 -- -- 4,751,621.62
Hunan Changyang Industrial Co.,Ltd. 1,810,540.70 -- -- 1,810,540.70
Shenzhen Hanli Hi-teconology ceramics Co.,Ltd. 1,956,000.00 -- -- 1,956,000.00
Shenzhen Jiecheng Electronic Co.,Ltd. 3,225,000.00 -- -- 3,225,000.00
Shenzhen Jingwei Industrial Co.,Ltd. 4,000,000.00 -- -- 4,000,000.00
Shenzhen Moscow Co.,Ltd. 825,000.00 -- -- 825,000.00
Wuhan Weite Hotel 640,000.00 -- -- 640,000.00
Shenzhen Petroleum & Chemical(group) Co.,Ltd. 700,000.00 -- -- 700,000.00
Nanfang Automobile Repairing center 6,700,000.00 -- -- 6,700,000.00
Shenzhen General Standard software Co.,Ltd. 500,000.00 -- -- 500,000.00
Shenzhen torch spark plug Industrial Co.,Ltd. 17,849.20 -- -- 17,849.20
Zhongqi South China automobile sales 2,250,000.00 -- -- 2,250,000.00
59
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Item Opening balance Increase Decrease Closing balance
China Automobile industry shenzhen trading Co.,Ltd. 400,000.00 -- -- 400,000.00
Electrombile Project 600,000.00 -- -- 600,000.00
Shenzhen Jinhe standard molds Co.,Ltd. 453,440.00 -- -- 453,440.00
Zhongqi Training center 600,000.00 -- -- 600,000.00
Shenzhen Bailiyuan Power Co.,Ltd. 1,320,000.00 -- -- 1,320,000.00
Mililong（Zeng Wengang） 162,000.00 -- -- 162,000.00
Shenzhen Yiming Automobile Trading Co.,Ltd. 200,001.10 -- -- 200,001.10
Hongkong Rishen National Co.,Ltd. 145,800.00 -- -- 145,800.00
Total 31,385,089.21 -- -- 31,385,089.21
60
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
11、Investment properties
（1）Details of investment properties
Item Opening balance Increase decrease Ending balance
Investment properties subsequently measure
96,666,571.61 1,979,795.00 10,223,692.70 88,422,673.91
by cost method
less ： impairment provision for investment
-- -- -- --
properties
Total 96,666,571.61 1,979,795.00 10,223,692.70 88,422,673.91
（2）Investment properties measure by cost method
Item Opening balance Increase decrease Ending balance
1、Total historical cost 164,307,288.52 1,979,795.00 8,352,586.21 157,934,497.31
Houses and buildings 164,307,288.52 1,979,795.00 8,352,586.21 157,934,497.31
2 、 Total accumulated depreciation and
67,640,716.91 4,648,515.60 2,777,409.11 69,511,823.40
amortization
Houses and buildings 67,640,716.91 4,648,515.60 2,777,409.11 69,511,823.40
3、Total impairment provision -- -- -- --
Houses and buildings -- -- -- --
4、Total book value 96,666,571.61 88,422,673.91
Houses and buildings 96,666,571.61 88,422,673.91
Note ：① The depreciation for current year is RMB 4,648,515.60.
②In 2013，the subsidiary(automobile Industry and Trading Co., Ltd.) disposed some
investment properties (book value total in RMB5,575,177.10,historical cost is RMB
8,352,586.21), disposal revenue is RMB 32,339,077.70.
（3）Investment properties of ownership or use-right restriction
In Dec.31, 2013,the investment properties amounting to RMB67,941,186.59 in book
value(historical cost is RMB126,727,652.16) were security mortgaged for China Citic
Bank Shenzhen Branch(《Comprehensive credit contract》 amounting to 600million
loan ) , Pudong Development Bank Shenzhen Branch(《Financing Limit Agreement》
amounting to 900million), and Industrial Bank Shenzhen Tianan Branc (《Basic credit
contract》amounting 480million). The ending balance of mortgaged loan is 580million
short-term borrowings（NoteⅦ、20）、580million long-term borrowings（NoteⅦ、29）
61
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
and 120million non-current liabilities due within one year （NoteⅦ、28）.
（ 4 ）Up to Dec.31, 2013, there are no accruing provisions for impairment of
investment properties as there is no impairment occurring in investment properties.
12、Fixed assets
（1）General information
Item Opening balance Increase Decrease Closing balance
1、Historical cost 318,265,318.38 1,961,401.20 3,030,261.53 317,196,458.05
：Houses and buildings 271,461,252.09 -- -- 271,461,252.09
Machinery equipments 19,247,652.60 827,458.33 44,307.28 20,030,803.65
Transportation vehicles 7,878,211.15 584,292.32 1,359,924.57 7,102,578.90
Electronic equipments 11,092,218.60 435,764.68 1,579,989.68 9,947,993.60
Other equipments 5,724,492.84 113,885.87 46,040.00 5,792,338.71
Self-housing renovation costs 2,861,491.10 -- -- 2,861,491.10
2、Cumulative depreciation
Total cumulative depreciation 156,627,139.51 7,664,666.93 2,640,554.26 161,651,252.18
：Houses and buildings 118,603,488.48 6,268,426.15 -- 124,871,914.63
Machinery equipments 15,580,109.61 227,915.71 39,359.96 15,768,665.36
Transportation vehicles 6,298,193.38 447,133.48 1,040,841.76 5,704,485.10
Electronic equipments 8,561,695.39 517,817.22 1,525,750.10 7,553,762.51
Other equipments 5,115,737.96 101,943.43 34,602.44 5,183,078.95
Self-housing renovation costs 2,467,914.69 101,430.94 -- 2,569,345.63
3 、 Net Book Value before
161,638,178.87 155,545,205.87
impairment allowance
：Houses and buildings 152,857,763.61 146,589,337.46
Machinery equipments 3,667,542.99 4,262,138.29
Transportation vehicles 1,580,017.77 1,398,093.80
Electronic equipments 2,530,523.21 2,394,231.09
Other equipments 608,754.88 609,259.76
Self-housing renovation costs 393,576.41 292,145.47
62
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Item Opening balance Increase Decrease Closing balance
4、Impairment allowance 5,576,542.07 -- -- 5,576,542.07
：Houses and buildings 3,555,385.70 -- -- 3,555,385.70
Machinery equipments 1,646,060.95 -- -- 1,646,060.95
Transportation vehicles 6,165.00 -- -- 6,165.00
Electronic equipments 17,984.71 -- -- 17,984.71
Other equipments 69,562.98 -- -- 69,562.98
Self-housing renovation costs 281,382.73 -- -- 281,382.73
5、Net Book Value 156,061,636.80 149,968,663.80
：Houses and buildings 149,302,377.91 143,033,951.76
Machinery equipments 2,021,482.04 2,616,077.34
Transportation vehicles 1,573,852.77 1,391,928.80
Electronic equipments 2,512,538.50 2,376,246.38
Other equipments 539,191.90 539,696.78
Self-housing renovation costs 112,193.68 10,762.74
Note：The depreciation for current year is 7,664,666.93. The amount of construction
in progress transferred to fixed-assets is 0.
（2）Fixed assets of ownership or use-right restriction
In Dec. 31, 2013, the houses and buildings (historical cost is RMB69,098,267.03,
book value is RMB22,076,480.25) were mortgaged as security for China Citic Bank
Shenzhen Branch( 《 Comprehensive credit contract 》 amounting to 180million
short-term borrowings ). The ending balance of mortgaged loan is 322.2million
short-term borrowings（NoteⅦ、20）and 159.2million notes payable（NoteⅦ、21）.
（3）The Company had no temporary idle fixed assets at the end of this period
（4）The Company had no fixed assets generated by financing lease out at the end of
this period
（5）The Company had no fixed assets generated by operating lease out at the end of
this period
（6）The Company had no fixed assets for sale at the end of this period
（7）Fixed assets with not completed Premises Permit
Item Historical cost Book value
63
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Item Historical cost Book value
Tellus building underground park and Conversion layer 29,918,843.50 14,907,539.44
Yongtong building 103,389,580.16 51,085,686.79
Shuibei Zhongtian building 2,722,490.41 1,265,320.80
Automobile building 33,707,119.96 22,094,699.89
Floor 1 of business housing,Baoan 1,867,500.00 1,035,199.77
Five sets of business housings,Baoan 590,040.00 327,074.28
Zhonghe building 8,312,377.03 6,257,997.69
5B,NO.4,Weipeng garden Building 357,905.78 288,450.26
Floor 3 to 5, the 3rd factory building, Taoyuan Load 2,860,500.00 1,029,441.15
West of the 16th apartment house, Taohua Yuan 2,210,725.54 1,108,001.93
NO.1 factory building, Taoyuan Load 2,902,634.00 1,944,004.90
NO.2 factory building, Taoyuan Load 3,491,960.00 2,340,743.31
Half of the 16th building,Tanhuayuan 2,210,725.54 1,124,563.75
Total 194,542,401.92 104,808,723.96
As the historical reason, the timing of deal with premises permit is unforeseen.
（8）There is no impairment provision for fixed assets in 2013.
13、Construction in progress
（1）Details of construction in progress
Closing balance Opening balance
Item Provision for Net carrying Provision for Net carrying
Carrying amount Carrying amount
impairment amount impairment amount
Shuibei Jewelry Building 41,642,020.40 -- 41,642,020.40 12,873,529.03 -- 12,873,529.03
Others -- -- -- 104,400.00 -- 104,400.00
Total 41,642,020.40 -- 41,642,020.40 12,977,929.03 -- 12,977,929.03
（2）Significant changes in Construction in progress
Transferred to fixed
Opening
Project Budget Increase assets in current Decrease Closing balance
balance
year
64
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Shuibei Jewelry
4,136.4million 12,873,529.03 28,768,491.37 -- -- 41,642,020.40
Building*
Total 12,873,529.03 28,768,491.37 -- -- 41,642,020.40
（Continued）
Rate of interest
Cumulative ：Borrowing costs
capitalisation for % of investment : Percentage of
Project borrowing costs capitalised in the Source of finance
the current year budget completion
capitalised current year
（%）
Shuibei Jewelry Building 1,979,986.69 1,979,986.69 -- 10.07% Self-financing
Total 1,979,986.69 1,979,986.69 --
*Note：The subsidiary (Zhongtian CO., Ltd.) is the mainly implement party of this
project.
14、Intangible assets
（1）Details of intangible assets
Item Opening balance Increase Decrease Closing balance
Ⅰ、Total carrying amount 325,000.00 -- -- 325,000.00
Trademarks 75,000.00 -- -- 75,000.00
Software 250,000.00 -- -- 250,000.00
Ⅱ、Total accumulated amortization① 218,411.38 73,333.58 -- 291,744.96
Trademarks 34,244.96 7,500.00 -- 41,744.96
Software 184,166.42 65,833.58 -- 250,000.00
Ⅲ、Total provision for impairment -- -- -- --
Trademarks -- -- -- --
Software -- -- -- --
Ⅳ、Total net carrying amount 106,588.62 33,255.04
Trademarks 40,755.04 33,255.04
Software 65,833.58 --
Note：①The current year amortization is RMB 73,333.58.
15、Long-term prepaid expenses
65
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Reason for
Other Closing
Item Opening balance Increase Amortization other
reductions balance
reductions
Renovation costs 540,682.48 380,707.00 236,150.10 -- 685,239.38
Insurance fee for pledge and commitment
262,547.66 -- 99,748.08 -- 162,799.58
fee for loan
Total 803,230.14 380,707.00 335,898.18 -- 848,039.96
16、Deferred tax assets and liabilities
（1）Recognized deferred tax assets and liabilities
① Recognized deferred tax assets
Closing balance Opening balance
Deductible temporary Deductible temporary
Item
Deferred tax assets difference and tax loss Deferred tax assets difference and tax loss
carried forwards carried forwards
Allowance for bad debt 19,645,247.90 78,580,991.56 21,749,365.77 86,997,463.04
Impairment allowance for fixed
3,711,034.83 14,844,139.31 3,711,034.83 14,844,139.31
assets
Offset of internal unrealized
1,210,419.98 4,841,679.92 1,249,362.18 4,997,448.72
profit
Total 24,566,702.71 98,266,810.79 26,709,762.78 106,839,051.07
② Recognized deferred tax liabilities
Closing balance Opening balance
Item
Deferred tax liabilitiesTaxable temporary differences Deferred tax liabilities Taxable temporary differences
Depreciation of fixed assets 969,445.98 3,877,783.92 991,895.90 3,967,583.60
Changes in the fair value of
available-for-sale financial assets 278,641.88 1,114,567.52 353,363.01 1,413,452.05
recognized in capital reserve
Total 1,248,087.86 4,992,351.44 1,345,258.91 5,381,035.65
（2）Details of unrecognized deferred tax assets
Item Closing balance Opening balance
Deductible temporary differences 20,855,384.70 18,924,793.99
Deductible losses 16,879,644.87 11,924,047.39
66
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Total 37,735,029.57 30,848,841.38
（3）Deductible losses, for which no deferred tax assets are recognized, will expire in
the following years
Year Closing balance Opening balance Remarks
2013 10,079,831.38 13,206,219.44
2014 6,705,274.69 7,363,389.12
2015 9,065,002.36 9,152,014.82
2016 9,597,431.58 9,674,914.68
2017 8,299,651.49 8,299,651.49
2018 23,771,388.00 --
Total 67,518,579.50 47,696,189.55
17、Other non-current assets
Item Closing balance Opening balance
Prepaid 50% land price of Shuibei Jewelry Building 26,339,112.00 26,339,112.00
Total 26,339,112.00 26,339,112.00
18、provision for asset impairment
Decrease Closing balance
Item Opening balance Increase
Reversal Expanded
Ⅰ.Bad debt provision 96,480,177.04 2,064,923.84 -- 100,000.00 98,445,100.88
II. Provision for impairment of
20,000.00 -- -- -- 20,000.00
held-to-maturity investments
III.Provision for decline in value of
29,254,830.67 60,171.20 560,000.00 -- 28,755,001.87
inventories
IV.Provision for impairment of long-term 31,385,089.21 -- -- -- 31,385,089.21
67
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Decrease Closing balance
Item Opening balance Increase
Reversal Expanded
investments
Ⅴ、Provision for impairment of fixed
5,576,542.07 -- -- -- 5,576,542.07
assets
Total 162,716,638.99 2,125,095.04 560,000.00 100,000.00 164,181,734.03
19、Assets of ownership or use-right restriction
Item Closing balance Reason of restriction
Subtotal of assets be used in guarantee：
Invested real estate 67,941,186.59 Mortgaged by bank loan
Fixed assets 22,076,480.25 Mortgaged by bank loan and bank acceptance
Total 90,017,666.84
20、Short-term loans
（1）General information
Item Closing balance Opening balance
Mortgaged loans 90,217,530.93 73,000,000.00
Credit loans 20,752,422.00 20,881,155.00
Total 110,969,952.93 93,881,155.00
Types and amount of mortgaged assets refer to Note Ⅶ、11 andⅦ、12。
The ending balance of credit loans includes RMB 18,952,422.00 loan borrowed from
the holding company (Shenzhen Tefa Group Co., Ltd.)， the company do not set the
expire date.
（2）There are no overdue short-term loans in the end of the period.
21、Notes payable
Item Closing balance Opening balance
Bank acceptance 15,920,748.09
Trade acceptance --
Total 15,920,748.09
Note: There are RMB 15,920,748.09 will expire within the next accounting year.
22、Accounts payable
（1）General information
68
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Item Closing balance Opening balance
accounts payable 22,008,010.24 23,626,617.53
Total 22,008,010.24 23,626,617.53
（2）Accounts payable to shareholders holding at least 5% of the Company‘s shares
with voting power or to related parties in the reporting period. Please refer to Note
Ⅷ 、6 、Related parties‘ transaction.
（3）accounts payable due for more than 1 year as at the reporting date
Creditor Amount Reason for unpaid If paid after reporting date
Shenzhen Tefa Real Estate Co.,Ltd. 6,054,855.46 Related parties unpaid no
Total 6,054,855.46
23、Advances from customers
（1）Aging analysis
Item Closing balance Opening balance
Within in 1 year 21,318,369.31 31,106,429.79
1 to 2 year 38,816.50 29,139.00
2 to 3 year 41,632.58 20,000.00
Over 3 year 689,048.12 701,511.70
Total 22,087,866.51 31,857,080.49
The balance of advance in customer over year 3 mainly cause by the advance
payment of the subsidiary (the inspection Equipment Co., Ltd.). This amount do not
transferred to revenue as the client did not check upon delivery.
（2）There are no advances from customers to shareholders holding at least 5% of
the Company‘s shares with voting power or to related parties in the reporting period.
23、Employee benefits payable
Item Opening balance Increase decrease Closing balance
Ⅰ 、 Wages and salaries,
bonuses, subsidies and 9,708,288.24 44,382,270.11 42,612,665.06 11,477,893.29
allowances
Ⅱ、Employee benefits -- 2,268,458.09 2,268,458.09 --
Ⅲ、Social insurance 567,155.86 8,304,047.23 8,156,172.00 715,031.09
Ⅳ、Housing provident fund 1,654,390.38 2,748,303.78 2,774,366.36 1,628,327.80
69
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Item Opening balance Increase decrease Closing balance
Ⅴ 、 Labor union fee and
608,421.22 1,381,849.73 1,650,486.01 339,784.94
employee education fee
Ⅵ 、 Redemption of
-- 94,786.00 94,786.00 --
termination of labor contract
Ⅶ、Others 42,850.00 2,237,752.46 2,032,951.96 247,650.50
Total 12,581,105.70 61,417,467.40 59,589,885.48 14,408,687.62
Note：①There are no item in arrears in employee benefits payable. ②The balance of
employee benefits payable would pay in quarter 1 to quarter 2 of 2014.
25、Taxes and fees payable
Item Closing balance Opening balance
VAT 547,825.41 160,856.59
Business tax 846,602.53 236,808.56
Enterprise income tax 8,474,718.22 4,823,547.78
Property tax 847,387.91 964,194.62
Land VAT 5,362,442.05 5,276,705.05
Land tax 171,606.95 21,183.50
Personal income tax 89,774.62 94,962.92
Urban construction and maintenance tax 128,615.66 78,919.05
Education surcharge 162,890.42 129,126.79
Embankment protection fees 1,687.03 6,569.42
Others 53,711.42 52,560.16
Total 16,687,262.22 11,845,434.44
26、Dividends payable
Company name Closing balance Opening balance
Zhongjing Auto Co., Ltd, ACU Enterprise Co., Ltd 1,455,297.72
Total 1,455,297.72
27、Other payables
（1）General information
Item Closing balance Opening balance
Related parties transactions and loan、interest 58,996,200.34 52,965,335.93
Deposit、security bond 12,242,528.34 10,900,466.12
70
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Item Closing balance Opening balance
Solicitor’s fee of the petrochemical company case -- 6,650,000.00
Compensation of joint liability for Guangming case 2,130,200.00 --
Others 34,440,656.98 28,760,151.68
Total 107,809,585.66 99,275,953.73
Note: Compensation of joint liability for Guangming case see Note Ⅻ (Other
significant events) for details.
（2）the Company have other payables which were due to parties having 5% or
above shareholdings see NoteⅧ.6、（accounts receivable from related parties）for
details.
（3）Large amount of other payables due for more than 1 year
Post reporting date
Creditor Amount Reason for pending settlement
repayment
There are no expire dated decide by
Shenzhen Tefa Group Co., Ltd. 53,857,950.77 No
the holding company
Total 53,857,950.77
（4）Large amount of other payables
Creditor Closing balance Content
Shenzhen Tefa Group Co., Ltd. 53,857,950.77 Transaction with Related parties and loan 、interest
Total 53,857,950.77
28、Non-current liabilities due within one year
（1）General information non-current liabilities
Item Closing balance Opening balance
Long-term borrowings due within one year（NoteⅦ、29） 12,000,000.00 88,020,000.00
Total 12,000,000.00 88,020,000.00
（2）Long-term borrowings due within one year
① General information
Item Closing balance Opening balance
Mortgaged loans 12,000,000.00 88,020,000.00
Total 12,000,000.00 88,020,000.00
② Top five long-term borrowings due within one year
71
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Interest
Creditor Start date Expiry date Currency Closing balance Opening balance
rate（%）
Repay 15million
China Citic Bank,Shenzhen Branch 2012/7/27 every quarter from 7.0725 RMB 6,000,000.00 6,000,000.00
2012/10/27
Repay 15million every
Shanghai Pudong Development Bank，
2012/9/27 quarter from 6.4575 RMB 6,000,000.00 6,000,000.00
Shenzhen Branch
2012/12/27
Total 12,000,000.00 12,000,000.00
③There are no overdue long-term borrowings due within one year
29、 Long-term borrowings
①Disclosure of Long-term borrowings by Category
Item Closing balance Opening balance
Mortgaged loan 70,000,000.00 82,000,000.00
Credit loan 73,000,000.00 73,000,000.00
Less：Non-current liabilities due within one year（NoteⅦ、25） 12,000,000.00 12,000,000.00
Total 131,000,000.00 143,000,000.00
Types and mounts of asset mortgaged is refered to NoteⅦ、11.
Credit loan borrowed from holding company (Shenzhen Tefa Group Co., Ltd.)
②Top five debtor of long-term borrowings
Borrowing Borrowing Interest rate
Loan compay Currency Closing balance Opening balance
Beginning date ending date （%）
Shenzhen Tefa Group Co., Ltd. 2012/12/25 2015/12/24 6.00 RMB 73,000,000.00 73,000,000.00
China Citic Bank,Shenzhen Branch 2012/7/27 2015/7/27 7.0725 RMB 22,500,000.00 28,500,000.00
Shanghai Pudong Development
2012/9/27 2015/9/27 6.4575 RMB 35,500,000.00 41,500,000.00
Bank，Shenzhen Branch
Total 131,000,000.00 143,000,000.00
30、Long-term Payables
（1）Disclosure of Long-term Payables by Category
Item Closing balance Opening balance
Employee housing deposit 3,908,848.40 3,908,848.40
72
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Technical innovation 11,311.96 11,311.96
Dongfeng Automobile Co.,Ltd. *Note① 9,399,521.23 9,061,711.88
Total 13,319,681.59 12,981,872.24
31、Other non-current liabilities
Item Content Closing balance Opening balance
Deferred income Receivable in advance (rent)*Note① 29,823,013.37 --
Total 29,823,013.37 --
Note①: Receivable in advance is the rent of Shuibei Jewelry Building. It is measured
on the basis of the post-amortization costs by adopting the actual interest rate method.
73
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
32、Share capital
Item Opening balance Changes for the period（+ -） Closing balance
Amount % New issue of share Bonus issue Capitalization of surplus reserve Other Subtotal Amount proportion
Ⅰ.Restricted tradable shares
1. State-owned shares -- -- -- -- -- -- -- -- --
2. State-owned legal person shares 14,587,056.00 6.62% -- -- -- -- -- 14,587,056.00 6.62%
3. Other domestic-owned shares -- -- -- -- -- -- -- -- --
Including: Domestic legal person ownership -- -- -- -- -- -- -- -- --
Domestic nature person -- -- -- -- -- -- -- -- --
4. Foreign-owned shares -- -- -- -- -- -- -- -- --
Including: Foreign legal person ownership -- -- -- -- -- -- -- -- --
Foreign nature person -- -- -- -- -- -- -- -- --
Total restricted tradable shares 14,587,056.00 6.62% -- -- -- -- -- 14,587,056.00 6.62%
Ⅱ、Tradable shares
1. Ordinary shares denominated in RMB 179,294,544.00 81.39% -- -- -- -- -- 179,294,544.00 81.39%
2. Foreign-owned shares listed domestically 26,400,000.00 11.98% -- -- -- -- -- 26,400,000.00 11.98%
3. Foreign-owned shares listed overseas -- -- -- -- -- -- -- -- --
4. Others -- -- -- -- -- -- -- -- --
Total tradable shares 205,694,544.00 93.38% -- -- -- -- -- 205,694,544.00 93.38%
74
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Item Opening balance Changes for the period（+ -） Closing balance
Amount % New issue of share Bonus issue Capitalization of surplus reserve Other Subtotal Amount proportion
Ⅲ、Total shares 220,281,600.00 100% -- -- -- -- -- 220,281,600.00 100%
Note：Tradable shares including the amount of 131,283,504shares hold by the holding company(The Tefa Group).
75
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
33、Capital reserve
Item Opening balance Increase Decrease Closing balance
Capital premium 3,024,773.35 -- -- 3,024,773.35
Other comprehensive income 1,060,089.04 -- 224,163.37 835,925.67
：Fair value changes of equity-settled share-based equity
1,060,089.04 -- 224,163.37 835,925.67
instrument
Other reserves 4,647,832.16 -- -- 4,647,832.16
Total 8,732,694.55 -- 224,163.37 8,508,531.18
34、Surplus reserve
Item Opening balance Increase Decrease Closing balance
Statutory surplus reserve 2,952,586.32 -- -- 2,952,586.32
Total 2,952,586.32 -- -- 2,952,586.32
34、Undistributed profit
（1）Movements of undistributed profit
Rate of
Item 2013 2012
appropriation
Before adjustment: Undistributed profits at the end of prior year -47,291,479.26 -54,437,738.61
Adjustment: Total undistributed profits at beginning of year
-- --
(Increase +, decrease -)
After adjustment: Undistributed profits at beginning of year -47,291,479.26 -54,437,738.61
Add: Net profit attributable to shareholders of the parent 6,900,719.04 7,146,259.35
Loss set off by surplus reserves - --
Others -- --
Less: Appropriation to statutory surplus reserve -- --
Appropriation to discretionary surplus reserve -- --
Ordinary dividends declared -- --
Capitalization of surplus reserve -- --
Undistributed profits at the end of period -40,390,760.22 -47,291,479.26
（2）Explanation for profit distribution
According to the approval of general meeting of shareholders in June 25, 2013, the
76
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Company undistributed its dividends to all shareholders in 2012, and do not increase
the capital reserve.
36、 Operating Revenues and Operating Costs
（1） Operating Revenues and Operating Costs
Item 2013 2012
Principal operating income 439,446,436.02 393,875,262.37
Other operating income 47,282,872.16 25,767,398.94
Total 486,729,308.18 419,642,661.31
Principal operating cost 378,576,851.87 330,441,936.70
Other operating cost 8,981,870.49 5,977,694.73
Total 387,558,722.36 336,419,631.43
（2）Principal operating activities (classified by industry)
2013 2012
Name of industry
Operating income Operating costs Operating income Operating costs
Sales of automobile 296,678,808.63 292,813,304.03 251,410,681.00 248,501,428.28
Inspection and maintenance of
53,306,112.20 40,804,748.49 48,800,035.00 35,303,773.07
automobile 、sales of parts
Lease and services 91,227,739.97 46,725,024.13 94,499,183.06 47,471,372.04
Sub-total 441,212,660.80 380,343,076.65 394,709,899.06 331,276,573.39
Less: offset the internal amount 1,766,224.78 1,766,224.78 834,636.69 834,636.69
Total 439,446,436.02 378,576,851.87 393,875,262.37 330,441,936.70
（3）Principal operating activities（classified by geographical areas）
Name of geographical 2013 2012
area Operating income Operating costs Operating income Operating costs
Shenzhen 441,212,660.80 380,343,076.65 394,709,899.06 331,276,573.39
Subtotal 441,212,660.80 380,343,076.65 394,709,899.06 331,276,573.39
Less: offset the internal
1,766,224.78 1,766,224.78 834,636.69 834,636.69
amount
Total 439,446,436.02 378,576,851.87 393,875,262.37 330,441,936.70
（4）Operating income from the Company‘s top 5 customers
77
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Period Total operating income % of total operating income
2013 57,976,127.38 11.59%
2012 28,621,967.55 6.82%
37、Business taxes and surcharges
Item 2013 2012
Business tax 5,898,250.17 4,665,746.74
City construction and maintenance tax 848,888.46 733,366.51
Education surcharges 604,653.88 523,627.06
Total 7,351,792.51 5,922,740.31
Note: Details of business taxes and surcharges please refer to NoteⅤ、taxes.
38、Selling expenses
Item 2013 2012
Employment benefits 11,774,405.99 10,226,661.89
Advertisement 1,499,272.65 1,295,163.59
Depreciation 1,245,907.26 1,276,680.81
Office 949,520.19 1,076,426.41
Tax 998,677.68 943,100.49
Water and electricity fee 711,123.58 457,013.53
Goods freight 636,429.50 615,381.89
Others 3,449,897.03 4,808,519.46
Total 21,265,233.88 20,698,948.07
39、 Administration expenses
Items 2013 2012
Staff cost 23,316,308.52 22,876,737.10
Taxes and fees 3,195,148.81 3,349,618.90
Office expenses 2,439,382.30 2,689,957.70
Travel expenses 1,165,632.45 2,189,761.84
78
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Items 2013 2012
Entertainment expenses 1,383,634.92 1,786,406.81
Depreciation and Amortisation 1,511,354.64 1,631,881.08
Consultation and service fee 1,566,892.21 1,235,127.00
Others 9,649,619.16 9,676,190.80
Total 44,227,973.01 45,435,681.23
40、Financial expenses
Items 2013 2012
Interest expenses 18,067,966.61 9,427,253.26
Less: Interest income 481,875.32 407,866.09
Less：interest capitalized 1,979,986.69 --
Exchange difference -64,497.93 7,717.88
Others 1,241,985.04 1,054,232.59
Total 16,783,591.71 10,081,337.64
41、Investment income
（1）Investment income
Item 2013 2012
Income generated from long-term equity investments measured by cost method 656,621.22 601,902.79
Income generated from long-term equity investments measured by equity method 7,831,419.53 4,256,541.71
Gains on disposal of long-term equity investment -10,109.98 --
Gains on tradable financial assets in the period 72,938.25 48,625.50
Gains on disposal of expired tradable financial assets -- 706.00
Total 8,550,869.02 4,907,776.00
Note：Except the Note Ⅶ、10、（3）， there are no other significant limitations exist
in regain investment income in Tellus.
（2）Income from long-term equity investments measured at cost method
Investee 2013 2012
China Pufa Machinery Industry Co.,Ltd. 656,621.22 601,902.79
Total 656,621.22 601,902.79
（3）income on long- term equity investment measured by equity method
79
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Investee 2013 2012 Reason of changes
Shenzhen Ren Fu Tellus Automobiles Services
5,967,622.50 2,500,079.75 Income of investee increased
Co.,Ltd.
Shenzhen Dongfeng Automobile Co., Ltd. 1,405,806.26 1,606,945.10 Income of investee decreased
Others 457,990.77 149,516.86
Total 7,831,419.53 4,256,541.71
42、Impairment losses
Item 2013 2012
Impairment losses for bad debts 2,064,923.84 5,827,461.60
Inventory valuation loss -499,828.80 3,812,655.56
impairment loss for held-to-maturity investment -- 20,000.00
impairment loss for long- term equity investment -- 127,836.59
Impairment allowance for fixed assets -- 1,371,009.06
合 计 1,565,095.04 11,158,962.81
43、Non-operating income
Included in current
Category 2013 2012 year non-recurring
profit and loss
Gain on non-current asset disposals 247,361.49 81,831.05 247,361.49
Within: Gain on fixed asset disposals 247,361.49 81,831.05 247,361.49
Gain on disposal of intangible assets -- -- --
Gain on debt restructuring -- 14,377,457.14 --
Gain on non-monetary assets exchange -- -- --
Government assistance -- -- --
Others 84,103.85 94,567.14 84,103.85
Total 331,465.34 14,553,855.33 331,465.34
80
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
44、Non-operating expenses
Included in current year
Category 2013 2012
non-recurring profit and loss
Loss on non- recurring asset disposals 74,691.28 121,282.97 74,691.28
Within: Loss on fixed asset disposals 74,691.28 121,282.97 74,691.28
Loss on intangible assets disposals -- -- --
Loss on joint responsibilities 2,130,200.00 -- 2,130,200.00
Loss on non-monetary assets exchange -- -- --
Donation -- -- --
Others 475,135.98 29,164.79 475,135.98
Total 2,680,027.26 150,447.76 2,680,027.26
45、Income tax expenses
Category 2013 2012
Current tax calculated in accordance with relevant tax law 9,040,620.42 5,647,480.70
Deferred tax 2,120,610.15 2,617,143.50
Total 11,161,230.57 8,264,624.20
46、Computation of basic earnings per share(EPS) and diluted earnings per
share
Basic EPS is calculated by dividing net profit attributable to shareholders of the parent
by the weighted average number of issued shares. The start date of ordinary shares
issued in the period for the purpose of calculation of basic earnings per share is the
date on which subscription becomes receivable per contract of issuance.
Diluted earnings per share is calculated by dividing the results of adjustment of net
profit attributable to shareholders of the parent for the interest expense for the dilutive
convertible instruments, the expected gain or expense at the time of conversion and
their related income tax implication by the sum of the weighted average number of
issued shares for calculation of basic earnings per shares and the weighted average
number of potential shares from convertible instruments.
For the purpose of calculation of the weighted average number of potential shares
from convertible instruments, the conversion date for dilutive convertible instruments
issued in prior period and dilutive convertible instruments issued in the period is the
1st date of the period and the issue date respectively.
81
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
（1）General disclosure
2013 2012
Category of earning
Basic EPS Diluted EPS Basic EPS Diluted EPS
Net profit attributable to ordinary shareholders 0.0313 0.0313 0.0324 0.0324
Recurring profit or loss attributable to ordinary
-0.0704 -0.0704 -0.0684 -0.0684
shareholders
（2）The calculation of EPS and diluted EPS
① Net profit attributable for ordinary shareholders for the calculation of basic EPS：
Item 2013 2012
Net profit attributable for ordinary shareholders 6,900,719.04 7,146,259.35
: From continuing operation 6,900,719.04 7,146,259.35
From curtailed operation -- --
Recurring profit or loss attributable to ordinary shareholders -15,514,016.52 -15,060,776.70
: From continuing operation -15,514,016.52 -15,060,776.70
From curtailed operation -- --
In this reporting period, there are no diluted potential ordinary shares exist in the
company, therefore, diluted EPS is equal basic EPS.
② When calculating the basic earnings per share, the denominator is the weighted
average number of outstanding ordinary shares, calculated as follows：
Item 2013 2012
Number of ordinary shares issued at beginning of year 220,281,600.00 220,281,600.00
Add: the number of ordinary shares issued this year -- --
Less: the number of ordinary shares bought back this year -- --
Number of ordinary shares at the end of year 220,281,600.00 220,281,600.00
47、Other comprehensive earnings
Item 2013 2012
① Gain/(loss) arising from available-for-sale financial assets -298,884.50 217,657.00
Less: Tax effects arising from available-for-sales financial assets -74,721.13 54,414.25
Net amount included in other comprehensive income in the prior periods that is -- --
82
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Item 2013 2012
transferred to profit or loss for the period
Sub-total -224,163.37 163,242.75
②Other -- --
Less：Tax effects arising from the share of other comprehensive income -- --
Net amount included in other comprehensive income in the prior periods -- --
Sub-total -- --
Total -224,163.37 163,242.75
48、Notes to items in the cash flow statements
（1）Other cash receipts relating to operating activities
Item 2013 2012
Current accounts from related parties 940.00 100,000.00
Amount pledged and guaranteed 1,669,492.26 2,024,602.64
Interest income 322,902.21 473,998.49
Other income 6,488,601.06 5,745,616.42
Total 8,481,935.53 8,344,217.55
（2）Cash paid relating to other operating activities
Items 2013 2012
Current accounts from associates -- 675,000.00
Operating expense 10,882,934.69 11,474,231.74
Administrating expense 20,003,198.17 21,744,239.25
Pledge,deposit 327,430.04 1,175,247.31
Other advance payment 133,584.01 159,084.95
Others 627,264.35 4,280,034.17
Total 31,974,411.26 39,507,837.42
（3）Cash paid relating to other financing activities
Items 2013 2012
Deposit for bank acceptance 6,732,343.46 --
Cash paid for financing 704,200.00 547,350.00
Total 7,436,543.46 547,350.00
83
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
49、Supplementary information to the statement of cash flows
（1）Reconciliation of cash flows from operating activities to net profit
Category 2013 2012
①Reconciliation of cash flows from operating activities to net profit：
Net profit 3,017,976.20 971,919.19
Add: Loss on asset impairment 1,565,095.04 11,158,962.81
Depreciation of fixed assets, oil and gas assets, biological assets held for
12,313,182.53 13,406,211.11
production
Amortisation of intangible assets 73,333.58 57,499.92
Amortization of long-term deferred expenses 335,898.18 629,560.51
Losses on disposal of fixed assets, intangible assets and other long-term
-32,511,747.91 -15,152,740.17
assets(deduct: gains)
Losses on scrapping of fixed assets (deduct: gains) -- --
Loss of fair value variation (deduct: gains) -- --
Financial expenses (deduct: gains) 16,742,831.56 9,974,603.26
Losses from investments (deduct: gains) -8,550,869.02 -4,907,776.00
Decrease in deferred tax assets (deduct: increase) 2,143,060.07 2,918,758.70
Increase in deferred tax liabilities (deduct: decrease) -22,449.92 -301,615.20
Decrease in inventories (deduct: increase) -14,512,684.70 -21,408,161.05
Decrease in operating receivables (deduct: increase) 482,916.22 -9,202,882.45
Increase in operating payables (deduct: decrease) 16,293,823.37 4,099,276.90
Others -- --
Net cash flows from operating activities -2,629,634.80 -7,756,382.47
②Investing and financing activities that do not affect cash receipt and payment：
Liabilities converted capital -- --
Reclassify convertible bonds to be expired within one year as current
-- --
liability
Fixed assets subject to finance leases -- --
③Net cincrease in cash and cash equivalents：
84
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Category 2013 2012
Cash at the end of the period 63,166,448.10 55,145,531.39
Less: cash at the beginning of the period 55,145,531.39 55,926,573.46
Add: cash equivalents at the end of the period -- --
Less: cash equivalents at the beginning of the period -- --
Net increase in cash and cash equivalents 8,020,916.71 -781,042.07
（2）Information about the acquisition or disposal of subsidiaries and other branches
during the reporting period.
Category 2013 2012
①Information about the acquisition of subsidiaries and other branches：
A．The price for acquisition of subsidiaries and other branches -- --
B．Cash and cash equivalent paid for acquisition of subsidiaries and other
-- --
branches
Less：Cash and cash equivalent holding by subsidiaries and other
-- --
branches
C．Net value of cash paid for acquisition of subsidiaries and other branches -- --
D．Net assets of acquisition of subsidiaries -- --
Includes：Current assets -- --
Non-current assets -- --
Current liabilities -- --
Non-current liabilities -- --
③ Information about the disposal of subsidiaries and other
branches：
A．The price for disposal of subsidiaries and other branches -- --
B．Cash and cash equivalent gained for acquisition of subsidiaries and other
-- --
branches
Less：Cash and cash equivalent holding by subsidiaries and other
-- --
branches
C．Net value of cash gained for acquisition of subsidiaries and other branches -- --
D．Net assets of disposal of subsidiaries 369,643.93 --
85
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Category 2013 2012
Includes：Current assets 2,024,515.93 --
Non-current assets 9,128.00 --
Current liabilities 1,664,000.00 --
Non-current liabilities -- --
（3）Constitution of cash and cash equivalents
Item Opening balance Ending balance
①Cash 63,166,448.10 55,145,531.39
Cash holding 126,751.33 148,896.54
Current cash at bank 63,018,754.91 54,996,344.76
Current other monetary funds 20,941.86 290.09
②Cash equivalents -- --
：Invested bonds expire in Three months -- --
③ Ending balance of cash and cash equivalents 63,166,448.10 55,145,531.39
Ⅷ、Related parties and related party transaction
1、General information of the parent company
Company Registered
Name of the parent company relationship Legal representative Type of business
type place
Real estate development
Limited
Shenzhen tefa Group Co., Ltd. Parent company Shenzhen Zhangjunlin and management, 、
liability
domestic commerce
（continued）
Name of the parent Share holding Organization
Registered capital Voting proportion（%） Final control
company proportion% code
Shenzhen tefa Group Shenzhen State-owned Assets
15,828.2million 66.22 66.22 192194195
Co., Ltd. Supervision and Administration
86
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Commission
2、Subsidiaries
Details refer to NoteⅥ、1、Subsidiaries.。
3、Associates and joint ventures
Details refer toNoteⅦ、10、（5）。
4、Other related parties
Other related party Relationship to the Company Institution code
Shenzhen Tefa Swan Industrial Co.,Ltd. Subsidiary of parent company 192473856
Shenzhen Mechanical Equipment Import and Export Co.,Ltd. Subsidiary of parent company 19034097X
Shenzhen Tefa Real Estate Co.,Ltd. Subsidiary of parent company 279365997
Hong Kong Jia Yu Investment Co.,Ltd Subsidiary of parent company
Shenzhen Tellus Real Estate(Yue Yang) Co.,Ltd. Subsidiary of parent company
Shenzhen Development Center Construction Management
Subsidiary of parent company 192260957
Co.,Ltd.
Shenzhen Yang Chun Real Estate Co.,Ltd. Subsidiary of parent company
Shenzhen Tellus Real Estate(Long Gang) Co.,Ltd. Subsidiary of parent company
5、Related party transactions
（1）goods 、service and lease transactions
①Purchase goods/ Procurement of goods / Receiving service / Receiving lease
2013 2012
pricing Propotion in
Related party Transaction Propotion in Similar
principle Amount Amount Similar
transactions（%）
transactions（%）
Shenzhen Tellus
Housing
Xinyongtong Automobile Market price -- -- 58,000.00 34.13
rental
Service Co., Ltd.
②Selling goods/providing service/leasing
Related party Transaction pricing 2013 2012
87
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
principle Propotion in
Propotion in Similar Similar
Amount Amount
transactions（%） transactions
（%）
Shenzhen Ren Fu Tellus Houses
Market price 5,150,000.00 10.73% 5,150,000.00 10.27%
Automobile Service Co.,Ltd. leasing
Shenzhen Xinyongtong Houses
Market price -- -- 322,701.00 0.64%
Automobile Service Co., Ltd. leasing
Shenzhen Xinyongtong
Houses
Dongxiao Automobile Parts Market price -- -- 236,700.00 0.47%
leasing
Sales Co., Ltd.
Shenzhen Xinyongtong Equipment
Market price -- -- 141,680.00 100.00%
Technology Co., Ltd. leasing
（2）Lease
①Tellus is the leaser
Lease income
Date of Lease
lessor lessee Type of lease Date of Starting recognition
ending income
basis
Shenzhen Ren Fu Te Li
Shenzhen Tellus(Group)
Automobile Service Houses leasing 2005-1-1 2025-1-1 Contract price 5,150,000.00
Holding Co., Ltd.
Co.,Ltd.
（3）Guarantee between related parties
There are no guarantee exist between related parties in this report period
（4）Borrowed and lent fund from related parties
Related parties Amount Date of Starting Date of ending Illustration
Borrowed：
Shenzhen Tefa Group Co.,Ltd. 73,000,000.00 2012/12/25 2015/12/24
（5）Lending between related parties
Related parties 2013 2012
Tellus as the lender：
88
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Shenzhen Xing Long Mechanical Models Co.,Ltd. 76,041.64 76,249.97
Tellus as the borrower：
Shenzhen Tefa Development Center Construction Management Co.,Ltd. -- 280,618.89
Shenzhen Tefa Group Co.,Ltd. 5,940,229.42 2,067,969.39
Pricing policy: Payment for the use of state funds is measured by market interest rate.
（6）Remuneration to key management personnel
Range of annual remuneration 2013 2012
Total 53.1million 42.9million
Within: (Number of management peronnel in each range)
Over 2 million 10 10
1.5 million to 2 million 0 0
1million to1.5million 0 0
Less than 1 million 4 5
6、Receivables from and payables to related parties
（1）Receivables owed by and advances paid to related parties
Ending balance Opening balance
Items Provision for Provision for
Book amount Book amount
bad debt bad debt
Accounts receivable：
Shenzhen Xinyongtong Automobile Service Co.,Ltd. 927,602.00 336,254.35 927,602.00 193,247.50
Shenzhen Xinyongtong Dongxiao Automobile Parts Sales
680,400.00 246,645.00 680,400.00 141,750.00
Co.,Ltd.
Total 1,608,002.00 582,899.35 1,608,002.00 334,997.50
Other receivables：
Shenzhen Tellus Automobile Services Chains Development
1,359,297.00 1,359,297.00 1,360,257.00 205,500.00
Co.,Ltd.
Shenzhen Xinyongtong Tenology Co.,Ltd. 167,760.22 44,388.01 176,480.22 16,000.00
89
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Ending balance Opening balance
Items Provision for Provision for
Book amount Book amount
bad debt bad debt
Shenzhen Xinyongtong Xinda Inspection Eqiupment Co.,Ltd 515,235.47 -- 512,131.47 --
Shenzhen Pilot New Chemical Materials Co.,Ltd. 708,072.26 708,072.26 708,072.26 708,072.26
Shenzhen Xing Long Mechanical Models Co.,Ltd. 1,958,253.02 883,980.71 1,882,211.38 845,949.48
Shenzhen Tellus Xinyongtong Automobile Service Co.,Ltd. 204,776.33 102,388.17 224,020.16 32,033.03
Shenzhen Tellus Xing Investment Co.,Ltd. -- -- 571.95 --
Shenzhen Tellus Jimeng investment Co.,Ltd. 10,782.72 -- 9,973.86 --
Total 4,924,177.02 3,098,126.15 4,873,718.30 1,807,554.77
Long-term receivables
Shenzhen Tellus Automobile Services Chain Co.,Ltd. 2,179,203.68 2,179,203.68 2,179,203.68 2,179,203.68
Total 2,179,203.68 2,179,203.68 2,179,203.68 2,179,203.68
（2）Payables to related parties、and received in advance from related parties
Items Ending balance Opening balance
short-term borrowings
Shenzhen Tefa Group Co.,Ltd. 18,952,422.00 19,081,155.00
Total 18,952,422.00 19,081,155.00
Accounts payable：
Zhenzhen Tefa Real Estate Co., Ltd. 6,054,855.46 6,054,855.46
Shenzhen Mechanical Equipment Import and Export Co.,Ltd. 45,300.00 45,300.00
Total 6,100,155.46 6,100,155.46
Other payables：
Shenzhen Tefa Real Estate Co., Ltd. 335,701.34 335,701.34
Hongkong Yujia Investment Co., Ltd. 1,816,174.87 1,882,483.80
Shenzhen Tefa Swan Enterprise Co.,Ltd. 20,703.25 20,703.25
henzhen Mechanical Equipment Import and Export Co.,Ltd. 991,556.64 791,345.04
Shenzhen Tefa Group Co.,Ltd. 53,857,950.77 47,929,481.35
Shenzhen Tellus Real Estate(Long Gang) Co.,Ltd. 1,095,742.50 1,095,742.50
90
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Items Ending balance Opening balance
Shenzhen Tellus Yang Chun Real Estate Co.,Ltd. 476,217.49 476,217.49
Shenzhen Xing Long Mechanical Models Co.,Ltd. 78,515.56 78,515.56
Shenzhen Tellus Xinyongtong Technoledge Co., Ltd. 320,000.00 355,145.60
Shenzhen Tellus Xing Investment Co.,Ltd. 3,637.92 --
Total 58,996,200.34 52,965,335.93
Long-term payables
Shenzhen Tefa Group Co.,Ltd. 73,000,000.00 73,000,000.00
Total 73,000,000.00 73,000,000.00
Ⅸ、Contingency
1、Significant lawsuits and arbitrations
（1）In October of 2005, a lawsuit was brought before Shenzhen Luo Hu District
People‘s Court by the Company, which was the recognizor of Jintian Industrial (Group)
Co., Ltd. (―Jintian‖) to require Jintian to redress RMB 4,081,830 (principal: RMB
3,000,000, interest: RMB 1,051,380, legal fare: RMB 25,160 and executive fare: RMB
5,290, which were all dealt as a loss in last report term.) It was the amount money that
was distrained forcibly. The Fu Tian District People‘s Court had adjudged that the
Company won the lawsuit and the forcible execution had been applied by the
Company.
In April 2006 Shenzhen Development Bank brought an accusation against Jintian‘s
overdueing loan two million U.S. dollars and the company who guaranteed for this
case. The company took on the principal and all interest. After that, the company
appealed to Shenzhen Luohu District People's Court, asking Jintian to repay
2,960,490 U.S. dollars and interest. In 2008, it reached Shen Luo No.937 Civil
Reconciliation Agreement(2008) after the mediating action taken by the Shenzhen
Luohu District People's Court. The agreement is as follows: If Jintian repay 2,960,490
U.S. dollars before October 31, 2008, the company will exempt all the interest. If
Jintian can not settle the amount on time, it will pay the penalty in accordance with the
People's Bank of China RMB benchmark lending rate over the same period.. The
company has not yet received the money from Jintian at the end of the Octorber 31,
2013.
（2）Shenzhen Tellus Real Estate Development Co., Ltd. (―Real Estate Co.,‖), a
wholly-owned subsidiary of the company, entered into a Joint Property Construction
Contract with Shenzhen Jinlu Industrial and Trade Company (―Jinlu Company‖) at
91
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
November 29, 1994 to build a real estate in Shenzhen. Real Estate Co. paid RMB
9,800,000 to Jinlu Company as of December 31, 1996. However, Jinlu Company
breached the contract and cooperated with Guangzhou Military Area Shenzhen
Property Administrative Department (―GMAA‖) to develop the real estate and paid the
RMB9,800,000 received from Real Estate Co. to GMAA. Therefore, Real Estate Co.
lodged a claim against Jinlu Company. The Futian District People‘s Court admitted
GMAA as the third party of this case according to the law of the PRC. It was ruled by
the Futian District People‘s Court that the contract was of no effect; GMAA shall repay
Jinlu Company the principal of RMB9,800,000 、 interests and judicial proceeding
expense, which shall be transferred to Real Estate Co. within three days of the
reception by Jinlu Company. GMAA applied for further trial that was allowed, and the
original judgement was suspended during the retrial. Since the target of the litigation
was located out of Futian District, the second trial was undertaken by the Shenzhen
Intermediate People‘ Court at March 18, 2003, which overruled the judgment of the
Futian District People‘s Court. The Shenzhen Intermediate People‘s Court admitted
that the original contract entered between Real Estate Co. and Jinlu Company was
still effective.
As Real Estate Co. was still under negotiation with Jinlu Company, in the opinion of
directors, no further provision was deemed necessary as of the balance sheet date.
Up to the date of the approval of these financial statements, the settlement
consultation of the two parties was still on going. The company has recognized bad
debt provision in full to developing fund of Tellus Real Estate.
Ⅹ、Commitment issues
1、Significant Commitment issues
Capital commitment
RMB
Item Ending balance Opening balance
Signed but not confirmed in financial report
- commitment of purchase long-term assets * 26,339,111.00 26,339,111.00
Total 26,339,111.00 26,339,111.00
*Note：The subsidiary (Zhongtian Co., Ltd.) gained the land using right by remising
method, land payable is RMB 52,678,223 (Including remised charge of land use
right、charge of land development and charge of municipal facilities). Zhongtian Co.,
Ltd. Paid 50% of the land price, according to the land remise agreement, the
remaining amount (RMB26,339,111.00) is paid in January of 2014..
92
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Ⅺ、Subsequent Event
1、Subsequent dividends distribution
Pursuant to the resolution of Board at the Board of Directors‘ meeting on March 31,
2014, the company does not distribute dividends in 2013, and not increase capital
reserve .The allocation of profit resolution need the board of shareholders to
approval.
Ⅻ、Other significant events
1、Lawsuits
In June 20, 2012，the Company received the civil judgment from the Shenzhen Futian
People‘s Court, about the contract dispute between Shenzhen Guangming Watch Co.,
Ltd. and People‘s Construction Bank of China-Shenzhen Baoan Branch, due to the
Ezhou Liantai Investment consulting Co., Ltd. Sued Tellus‘s subsidiary- Shenzhen
Automobile Industry and Trading Co., Ltd.
Guangming Watch Co., Ltd. is an associate of Shenzhen Automobile Industry and
Trading Co., Ltd., The Automobile Industry and Trading participated 10% of shares to
Guangming Watch Co., Ltd. in 1990. The Guangming Watch lent 20 million short-term
loans for 9month in Dec. 12, 1990. The Guangming Watch repaid 1million in Oct. 1992.
According to Shenzhen Baoan People‘s Court (1996) Bao Fa ―Jing‖ Zi NO.183 civil
judgment, verdict the Guangming Watch Co., Ltd. repays the principal and interest of
19million loan, and the civil judgment of Shenzhen Intermediate People's Court (1996)
Shen Zhong Fa (Jing yi Zhong) Zi NO.563 remain the first judgement. The Guangming
Watch Co., Ltd. did not repay the loan after the verdiction. Then the Construction Bank
apply enforcement, token back 16.4million，there are no more other assets to execut,
Shenzhen Baoan People‘s Court verdict Termination of execution by Shen Bao Fa
―zhi‖Zi NO.220 in May 20, 2003. The original debtor Construction Bank transfered the
debt to Asset Management Co., Ltd. in June, 2004, gone by several time
transformations, Ezhou Liantai Investment consulting Co., Ltd. acquired the claim
power in April, 2008.
Guangming Watch Co., Ltd. was canceled the business licence by Shenzhen
Adminstration of Industry and Commerce in Feb. 28, 2002. Ezhou Liantai Investment
consulting Co., Ltd. sued Guangming Watch Co., Ltd. and Shenzhen Automobile
Industry and Trading Co., Ltd., the plaintiff want the court verdict Guangming Watch
Co., Ltd. repay 36.07million debts and the interest formed after May 11, 2012.
Shenzhen Automobile Industry and Trading Co., Ltd. as the last shareholder, did not
establish a liquidate team to liquidate the associate in legal deadline, ―should bear the
93
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
joint liability‖.
In this reporting period, the Company received the civil judgment from the Shenzhen
Futian People‘s Court (2012) Shen Fu Fa (Min er Chu) Zi NO.4328, decides the
Shenzhen Automobile Industry and Trading Co., Ltd. should bear the joint liability for
Guangming Watch Co., Ltd according to the judgment of (1996) Shen Zhong Fa
(Jing yi Zhong) Zi NO.563. At 12th December, 2013, the final judgment of Shenzhen
intermediate people's court (2013) Shen Zhong Fa (Shang zhong) Zi NO.1677,
affirmed the original judgment to the Company‘s appeal. The Company provides
21.302million for joint liability.
2、Non-monetary asset exchange
The group does not have any information of non-monetary asset exchange to disclose
in this reporting period.
3 、Debt restructuring
The group does not have any information of debt restructuring to disclose in this
reporting period.
4、Business combination
The group does not have any information of business combination to disclose in this
reporting period.
5、Leasing
The group does not have any information of leasing to disclose in this reporting period.
6、Financial instruments can be converted into shares
The group does not have any information of financial instruments to disclose in this
reporting period.
7、Pension scheme
The group does not have any information of pension scheme to disclose in this
reporting period.
8、Discontinuing operation
The group does not have any information of discontinuing operation to disclose in this
reporting period.
9、Assets and liabilities measured by fair value
94
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Changes in
Opening Accumulated changes Current year Closing
Category current year fair
balance recorded in equity impairment balance
value
Financial assets
Tradable financial assets 1,591,906.25 -298,884.50 1,114,567.55 -- 1,480,168.80
Total financial assets 1,591,906.25 -298,884.50 1,114,567.55 -- 1,480,168.80
Note: The share allotment investment of tradable financial assets increased
RMB187,147.05 in this reporting period.
XIII、Notes to Items in the Financial Statements of the Company
1、Accounts receivable
（1） Accounts receivable by categories
Closing balance
Category Carrying amount Bad debt provision
Amount (%) Amount (%)
Accounts receivable of which provision for bad debts is of individually
-- -- -- --
significant
Accounts receivable of which provision for bad debts are accrued by
-- -- -- --
portfolios
Accounts receivable of which provision for bad debts is of individually
484,803.08 100.00 484,803.08 100.00
insignificant
Total 484,803.08 100.00 484,803.08 100.00
（Continued）
Opening balance
Category Carrying amount Bad debt provision
Amount (%) Amount (%)
Accounts receivable of which provision for bad debts is of individually
-- -- -- --
significant
Accounts receivable of which provision for bad debts are accrued by
-- -- -- --
portfolios
Accounts receivable of which provision for bad debts is of individually
484,803.08 100.00 484,803.08 100.00
insignificant
95
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Total 484,803.08 100.00 484,803.08 100.00
（2）Accounts receivable by aging balance
Closing balance Opening balance
Item
Amount (%) Amount (%)
Within 1 year -- -- -- --
1-2 years -- -- -- --
2-3 years -- -- -- --
Over 3 years 484,803.08 100.00 484,803.08 100.00
Total 484,803.08 100.00 484,803.08 100.00
（3）Bad debt provision
Bad debt provision of accounts receivable which is of individually significant
Amount of bad Proportion of
Content of accounts receivable Carrying amount Reasons for the provision
debt provision
Shenzhen Bijiashan Entertainment
172,000.00 100% 172,000.00 Aging long，not expected to withdraw
Co.,Ltd.
Saige Retail Store 97,806.64 100% 97,806.64 Aging long，not expected to withdraw
Guangzhou Lemin Computer
86,940.00 100% 86,940.00 Aging long，not expected to withdraw
Center
Other Companies 128,056.44 100% 128,056.44 Aging long，not expected to withdraw
Total 484,803.08 100% 484,803.08
（4）There are no clearance of large receivables exist in this reporting period.
（5）As at 31 December 2013, no balances included in above accounts receivable
are due from the shareholders of the Company who hold over 5% shares with voting
rights.
2、Other receivables
（1）Disclosure by category
Closing Balance
Category Carrying amount Allowance for bad debt
Amount % Amount %
Other receivables of which provision for bad debts is of individually
12,279,240.54 23.92 12,279,240.54 100.00
significant
96
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Closing Balance
Category Carrying amount Allowance for bad debt
Amount % Amount %
Other receivables of which provision for bad debts are accrued by
37,722,515.36 73.47 1,392,395.35 3.69
portfolios
Other receivables of which provision for bad debts is of individually
1,340,896.89 2.61 1,340,896.89 100.00
insignificant
Total 51,342,652.79 100.00 15,012,532.78 29.24
（Continued）
Opening balance
Category Carrying amount Bad debt provision
Amount (%) Amount (%)
Other receivables of which provision for bad debts is of individually
12,286,066.45 18.09 12,286,066.45 100.00
significant
Other receivables of which provision for bad debts are accrued by
54,484,027.78 80.21 1,452,128.87 2.67
portfolios
Other receivables of which provision for bad debts is of individually
1,157,688.20 1.70 1,157,688.20 100.00
insignificant
Total 67,927,782.43 100.00 14,895,883.52 21.93
（2）Other receivables by aging balance
Closing balance Opening balance
Item
Amount (%) Amount (%)
Within 1 year 35,259,233.09 68.67 51,641,333.54 76.03
1-2 years 91,249.97 0.18 111,541.64 0.16
2-3 years 101,041.64 0.20 76,041.64 0.11
Over 3 years 15,891,128.09 30.95 16,098,865.61 23.70
Total 51,342,652.79 100.00 67,927,782.43 100.00
（3）Bad debt provision
① Bad debt provision of other receivables which is of individually significant
97
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Amount of bad Proportion of
Content of accounts receivable Carrying amount Reasons for the provision
debt provision
ShenZhen ZhongHao (Group) Co.,Ltd. 5,000,000.00 5,000,000.00 100.00% Unwithdraw
Aging long ， not expected to
Jinbeili electrical appliances Co.,Ltd. 2,706,983.51 2,706,983.51 100.00%
withdraw
Aging long ， not expected to
Shenzhen Petrochemical Group 1,888,329.19 1,888,329.19 100.00%
withdraw
Aging long ， not expected to
Huatong casing Co.,Ltd. 1,212,373.79 1,212,373.79 100.00%
withdraw
Shenzhen Xiandao chemical materials Aging long ， not expected to
708,072.26 708,072.26 100.00%
Co.,Ltd. withdraw
Aging long ， not expected to
Others 763,481.79 763,481.79 100.00%
withdraw
Total 12,279,240.54 12,279,240.54 100.00%
②Bad debt provision by portfolios
Closing balance Opening balance
Age Carrying amount Carrying amount
Bad debt provision Bad debt provision
Amount (%) Amount (%)
Within 1 year 35,259,233.09 93.47 -- 51,452,507.57 94.44 --
1 to 2 years 91,249.97 0.24 4,052.07 94,041.64 0.17 4,202.08
2 to 3 years 101,041.64 0.27 15,208.33 76,041.64 0.14 17,208.33
Over 3 years 2,270,990.66 6.02 1,373,134.95 2,861,436.93 5.25 1,430,718.46
Total 37,722,515.36 100.00 1,392,395.35 54,484,027.78 100.00 1,452,128.87
④ Bad debt provision of other receivables which is of individually insignificant
Proportion of
Content of other receivables Carrying amount Amount of bad debt Reasons for the provision
provision
Staffs’purchasing for real Aging long ， not expected to
217,892.57 100.00% 217,892.57
estate withdraw
Aging long，not expected to
Others 1,123,004.32 100.00% 1,123,004.32
withdraw
合 计 1,157,688.20 1,157,688.20
98
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
（4）During the reporting period, no other receivables were cleared.
（5）As at 31 December 2013, no balances included in above other receivable are
due from the shareholders of the Company who hold over 5% shares with voting
rights.
（6）Top five other receivables
Relationship to the % of total other
Name of companies Amount Duration
Company receivable balance
ShenZhen ZhongHao (Group) Co.,Ltd. Third party 5,000,000.00 Over 3 years 9.74
Jinbeili electrical appliances Co.,Ltd. Third party 2,706,983.51 Over 3 years 5.27
Shenzhen Petrochemical Industry (Group)
Other investee 1,888,329.19 Over 3 years 3.68
Co., Ltd.
Shenzhen Xing Long Mechanical Model
associate 1,958,253.02 1 to 4 years 3.81
Co.,Ltd.
Huatong casing Co.,Ltd. Third party 1,212,373.79 Over 3 years 2.36
Total 12,765,939.51 24.86
（7）Other receivable due from related parties
% of total other
Name of companies Relationship to the Company Amount
receivable balance
Shenzhen Xing Long Mechanical Model
associate 1,958,253.02 3.81
Co.,Ltd.
Shenzhen Xiandao chemical materials Co.,Ltd. associate（liquidated） 708,072.26 1.38
Shenzhen Tellus Jimeng Investment Co.,Ltd. Joint venture 10,782.72 0.02
合 计 2,677,108.00 5.21
3、 Long-term equity investments by types
（1）Disclosure by category
Item Opening balance Increase Decrease Closing balance
Investment in subsidiaries 263,839,543.61 -- -- 263,839,543.61
invested in joint ventures 67,977,032.82 620,847.13 -- 68,597,879.95
99
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Invested in associates 70,745,885.99 13,417,622.50 -- 84,163,508.49
Other equity investments 28,084,779.52 -- -- 28,084,779.52
Less：provisions for long-term equity investment impairment 17,908,162.32 -- -- 17,908,162.32
Total 412,739,079.62 14,038,469.63 -- 426,777,549.25
（2）Details of long-term equity investments
Changes
Accounting
Investee Investment cost Opening balance [Increase Closing balance
method
/decrease]
Shenzhen Tefa Tellus Real Estate
Cost method 31,152,888.87 31,152,888.87 -- 31,152,888.87
Co.,Ltd.
Shenzhen Tefa Tellus Property
Cost method 5,021,970.88 5,021,970.88 -- 5,021,970.88
Management Co., Ltd.
Shenzhen Tellus Xinyongtong Automobile
Cost method 57,672,885.22 57,672,885.22 -- 57,672,885.22
Development Co.,Ltd.
Shenzhen Zhongtian.shiye Industrial
Cost method 10,708,622.90 10,708,622.90 -- 10,708,622.90
Co.,Ltd
Shenzhen Automobile Industry and
Cost method 126,251,071.57 126,251,071.57 -- 126,251,071.57
Trading Co.,Ltd.
Shenzhen Tefa Huari Automobile
Cost method 19,224,692.65 19,224,692.65 -- 19,224,692.65
Enterprise Co.,Ltd.
Shenzhen Tellus Real Estate Exchange
Cost method 2,000,000.00 2,000,000.00 -- 2,000,000.00
Co.,Ltd.
Shenzhen Huari Toyota Automobile
Cost method 1,807,411.52 1,807,411.52 -- 1,807,411.52
Co.,Ltd.
Shenzhen Xinyongtong Automobile
Cost method 10,000,000.00 10,000,000.00 -- 10,000,000.00
Inspection Equipment Co.,Ltd.
Shenzhen Tellus Jimeng Investment
Equity method 61,852,480.00 59,250,600.14 421,665.78 59,672,265.92
Co.,Ltd.*Note①
Shenzhen Tellus Xing Investment Co.,Ltd. Equity method 13,600,000.00 8,726,432.68 199,181.35 8,925,614.03
Shenzhen Xing Long Mechanical Model
Equity method 12,300,000.00 5,978,254.74 9,900,000.00 15,878,254.74
Co.,Ltd.
Shenzhen Tellus Automobile Service Equity method 800,000.00 -- -- --
100
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Changes
Accounting
Investee Investment cost Opening balance [Increase Closing balance
method
/decrease]
Development Co.,Ltd.
Shenzhen Ren Fu-Tellus Automotive
Equity method 10,500,000.00 64,767,631.25 3,517,622.50 68,285,253.75
Service Co.,Ltd.
Shenzhen Xiandao chemical materials
Cost method 7,256,401.38 4,751,621.62 -- 4,751,621.62
Co.,Ltd.
Hunan Changyang Industrial Co.,Ltd. Cost method 6,900,000.00 1,810,540.70 -- 1,810,540.70
Shenzhen Hanli ceramics Co.,Ltd. Cost method 3,466,000.00 1,956,000.00 -- 1,956,000.00
Shenzhen Jiecheng Electronic Co.,Ltd. Cost method 3,150,000.00 3,225,000.00 -- 3,225,000.00
China Perfect Machinery Industry
Cost method 10,176,617.20 10,176,617.20 -- 10,176,617.20
Co.,Ltd.
Shenzhen Jingwei Industrial Co.,Ltd. Cost method 4,000,000.00 4,000,000.00 -- 4,000,000.00
Shenzhen Mosike Co.,Ltd. Cost method 825,000.00 825,000.00 -- 825,000.00
Wuhan Weite Hotel Cost method 640,000.00 640,000.00 -- 640,000.00
Shenzhen Petroleum & Chemical
Cost method 700,000.00 700,000.00 -- 700,000.00
Co.,Ltd.
Total 400,006,042.19 430,647,241.94 14,038,469.63 444,685,711.57
（continued）
Proportion Proportion of Provision
of voting power Explanation of the for
Provision for Cash dividend for
Investee ownership in the inconsistency between impairmen
impairment losses the period
interest investee these two proportions t losses for
held (%) (%) the period
Shenzhen Tefa Tellus Real
100 100 -- -- --
Estate Co.,Ltd.
Shenzhen Tefa Tellus Property
100 100 -- -- --
Management Co., Ltd.
Shenzhen Tellus Xinyongtong 100 100 -- -- --
101
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Proportion Proportion of Provision
of voting power Explanation of the for
Provision for Cash dividend for
Investee ownership in the inconsistency between impairmen
impairment losses the period
interest investee these two proportions t losses for
held (%) (%) the period
Automobile Development
Co.,Ltd.
Shenzhen Zhongtian.shiye
100 100 -- -- --
Industrial Co.,Ltd
Shenzhen Automobile Industry
100 100 -- -- --
and Trading Co.,Ltd.
Shenzhen Tefa Huari Automobile
60 60 -- -- --
Enterprise Co.,Ltd.
Shenzhen Tellus Real Estate
100 100 -- -- --
Exchange Co.,Ltd.
Shenzhen Huari Toyota
60 60 -- -- --
Automobile Co.,Ltd.
Shenzhen Xinyongtong
Automobile Inspection 51 51 -- -- --
Equipment Co.,Ltd.
Shenzhen Tellus Jimen
50 50 -- -- --
Investment Co.,Ltd.
Shenzhen Tellus Xing
50 50 -- -- --
Investment Co.,Ltd.
Shenzhen Xing Long Mechanical
30 30 -- -- --
Model Co.,Ltd.
Shenzhen Tellus Automobile
40 40 -- -- --
Service Development Co.,Ltd.
Shenzhen Ren Fu-Tellus
35 35 -- -- 2,450,000.00
Automotive Service Co.,Ltd.
Shenzhen Xiandao chemical
40 40 4,751,621.62 -- --
materials Co.,Ltd.
102
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Proportion Proportion of Provision
of voting power Explanation of the for
Provision for Cash dividend for
Investee ownership in the inconsistency between impairmen
impairment losses the period
interest investee these two proportions t losses for
held (%) (%) the period
Hunan Changyang Industrial
36.55 36.55 1,810,540.70 -- --
Co.,Ltd.
Shenzhen Hanli ceramics
80 80 1,956,000.00 -- --
Co.,Ltd.
Shenzhen Jiecheng Electronic
45 45 3,225,000.00 -- --
Co.,Ltd.
China Perfect Machinery
4.94 4.94 -- -- 656,621.22
Industry Co.,Ltd.
Shenzhen Jingwei Industrial
12.50 12.50 4,000,000.00 -- --
Co.,Ltd.
Shenzhen Mosike Co.,Ltd. 7 7 825,000.00 -- --
Wuhan Weite Hotel 640,000.00 -- --
Shenzhen Petroleum & 1 million 1 million
700,000.00 -- --
Chemical Co.,Ltd. shares shares
Total 17,908,162.32 -- 3,106,621.22
*Note①: The company increases the investment of Shenzhen Xing Long Mechanical
Model Co.,Ltd. by 99 million.
（3） There are no limitations exist in liability of switching financial resources to
investees in long-term equity investment.
（4）Provision for impairment of long-term investments
Item Opening balance Increase Decrease Closing balance
Other long-term equity investments
Shenzhen Xiandao chemical materials Co.,Ltd. 4,751,621.62 -- -- 4,751,621.62
Hunan Changyang Industrial Co.,Ltd. 1,810,540.70 -- -- 1,810,540.70
103
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Item Opening balance Increase Decrease Closing balance
Shenzhen Hanli ceramics Co.,Ltd. 1,956,000.00 -- -- 1,956,000.00
Shenzhen Jiecheng Electronic Co.,Ltd. 3,225,000.00 -- -- 3,225,000.00
Shenzhen Jingwei Industrial Co.,Ltd 4,000,000.00 -- -- 4,000,000.00
Shenzhen (Moscow) Co.,Ltd. 825,000.00 -- -- 825,000.00
Wuhan Weite Hotel 640,000.00 -- -- 640,000.00
Shenzhen Petroleum & Chemical (group)Co.,Ltd. 700,000.00 -- -- 700,000.00
Total 17,908,162.32 -- -- 17,908,162.32
4、Operating income and operating costs
（1）Operating income and operating costs
Amount for the
Item Amount for the current year
last year
Principal operating income 18,196,957.74 14,936,256.61
Other operating income -- --
Total 18,196,957.74 14,936,256.61
Principal operating cost 4,221,693.27 4,205,086.89
Other operating cost -- --
Total 4,221,693.27 4,205,086.89
（2）Principal operating activities (classified by industries)
Amount for the
Amount for the current year
Name of industry last year
Operating income Operating costs Operating income Operating costs
Rent service 18,196,957.74 4,221,693.27 14,936,256.61 4,205,086.89
Total 18,196,957.74 4,221,693.27 14,936,256.61 4,205,086.89
（3）Principal operating activities（classified by geographical areas）
Name of geographical Amount for the current year Amount for the prior period
area Operating income Operating costs Operating income Operating costs
Shenzhen 18,196,957.74 4,221,693.27 14,936,256.61 4,205,086.89
Total 18,196,957.74 4,221,693.27 14,936,256.61 4,205,086.89
104
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
（4）Operating income from the Company‘s top 5 customers
Period Total operating income Proportion to total operating income（%）
2013 7,540,088.00 41.44
2012 8,065,624.00 54.00
5、Investment Income
（1）Details of Investment income
Amount for the
Name of investee Amount for the current year
last year
Investment income from long-term investments under cost method 656,621.22 2,784,849.38
Income from long-term investments under equity method 6,588,469.63 2,689,622.59
Income generated from tradable financial assets 72,938.25 48,625.50
Total 7,318,029.10 5,523,097.47
Note：There are not significant restrict in investment income regain.
（2）Investment income from long-term investments under cost method
Amount for the
Name of investee Amount for the current year
last year
China Perfect Machinery Industry Co.,Ltd. 656,621.22 601,902.79
Shenzhen Tefa Huari Automobile Enterprise Co.,Ltd(The Hua Ri ) -- 423,211.13
Shenzhen Huari Toyota Automobile Co., Ltd(The Huari Toyota) -- 1,759,735.46
Total 656,621.22 2,784,849.38
（3）Income from long-term investments under equity method
Amount for the
Name of investee Amount for the current year Reasons for changes
last year
Shenzhen Ren Fu Tellus Automobiles Services Co.,
5,967,622.50 2,500,079.75 Investee’s profit increase
Ltd.
Others 620,847.13 189,542.84 Investee’s profit increase
Total 6,588,469.63 2,689,622.59
105
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
6、Supplementary information to the cash flow statement
Item Current year Last year
（1）Reconciliation of net profit to cash flows from operating
activities:
Net profit -9,310,677.87 5,610,003.20
Add: Provision for impairment loss of assets 116,649.26 2,214,726.96
Depreciation of fixed assets, bio-assets, and natural gas 4,000,258.19 4,087,243.29
Amortization of intangible assets 44,166.83 47,499.96
Amortization of long-term deferred expenses 41,365.92 69,826.02
Loss on non-current assets disposal (gain as in "-") 43,343.81 435.00
Loss on scrap of fixed assets (gain as in"-") -- --
Loss on fair value changes (gain as in"-") -- --
Financial costs (gain as in "-") 10,146,489.12 4,102,486.94
Investment loss (gain as in "-") -7,318,029.10 -5,523,097.47
Decrease in deferred tax assets(increase as in "-") 38,942.20 30,061.38
Increase of deferred tax liabilities（increase as in "-"） -- --
Decrease of inventories (increase as in "-") -- --
Decrease of operating receivables（(increase as in "-"） 16,965,818.98 -29,837,414.79
Increase in operating payables（decrease as in "-"） 15,080,271.32 23,273,265.37
Others -- --
Net cash flows from operating activities 29,848,598.66 4,075,035.86
（2）Investing and financing activities that do not affect cash receipt and
payment：
Liabilities converted capital -- --
Convertible loan due within one year -- --
Fixed assets subject to finance leases -- --
（3）Net increase in cash and cash equivalents:
106
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Item Current year Last year
Cash at the end of the period 30,209,143.04 1,614,187.49
Less: cash at the beginning of the period 1,614,187.49 64,442.86
Add: cash equivalents at the end of the period -- --
Less: cash equivalents at the beginning of the period -- --
Net increase in cash and cash equivalents 28,594,955.55 1,549,744.63
XIV、Supplementary information
1、Non-recurring profit and loss
Item Current year Last year
Gains from disposals of non-current assets after expending impairment provisions *Note① 32,501,637.93 15,152,740.17
Exceeded-authority approved, non-official approved or accidental tax repayment and relief -- --
Government grants recognized through profit or loss for the current reporting period, excluding
grants which are closely related to the Company’s operating activities and of which the quota or -- --
approval is eligible for automatic renewal in accordance with relevant regulations
Financial resource usage fees charged on non-financial institution recognized through profit or
-- --
loss for the current reporting period
Gains arising from bargain purchase in business combination and investments in associates and
-- --
joint ventures
Non-monetary asset exchange -- --
Consigned investment and asset management -- --
Impairment provision resulting from force majeure, e.g. natural disasters -- --
debt restructuring -- 14,377,457.14
Entity restructuring expenses, e.g., expenditure for layoff of employees, integration expenses, etc. -- --
Profit or loss attributable to the evidently unfair portion of transaction price, being transacted price
-- --
in excess of fair transaction price, of a transaction
Net profits or losses achieved by an acquired under-common-control entity during the period from
-- --
the start of the period to the acquisition date
107
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Item Current year Last year
Gains or losses arising from contingent events unconnected with the Company’s daily operating
-2,130,200.00 --
activities*Note②
Fair value changes of tradable financial assets and tradable financial liabilities held and gains or
losses arising from disposals of tradable financial assets, tradable financial liabilities and
-- --
available-for-sale financial assets, excluding hedging contracts relevant to the Company’s daily
operating activities
Reversal of provision for account receivables that are tested for impairment losses individually -- --
Profit or loss on entrusted loans -- --
Profit or loss on changes in the fair value of investment properties that are subsequently
-- --
measured using the fair value model
Effects on profit or loss of one-off adjustment to profit or loss for the period according to the period
-- --
requirements of tax laws and accounting laws and regulations
Custodian fees earned from entrusted operation -- --
Other non-operating income or expenses other than the above *Note③ -391,032.13 65,402.35
Other profit or loss that meets the definition of non-recurring profit or loss -- --
Subtotal 29,980,405.80 29,595,599.66
Tax effects -7,495,101.45 -7,398,899.92
Effects attributable to minority interests (after tax) -70,568.79 10,336.31
Total 22,414,735.56 22,207,036.05
Note：‖+‖ means income or gain and ―-‖ means loss or expense
The Group defines items as non-recurring profit or loss items according to
―Information Disclosure and Presentation Rules for Companies Making Public
Offering of Securities No.1---Non-recurring Profit or Loss‖(CSRC No.[2008]43)
*Note①Contains the subsidiary (The Automobile Industry and Trading) proceeds of
investment properties –Dong Feng building. The disposal proceeds are RMB
32,339,077.70.
*Note②detail refer to Note Ⅻ、Other significant affairs.
2、Rate of return on net assets and earnings per share
Rate of the weighted average net Earnings per share (RMB/share)
Profit category
profit Basic EPS Diluted earnings per share
108
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Rate of the weighted average net Earnings per share (RMB/share)
Profit category
profit Basic EPS Diluted earnings per share
Net profit attributable to ordinary
3.67 0.0313 0.0313
shareholders
Recurring profit or loss attributable to
-8.25 -0.0704 -0.0704
ordinary shareholders
109
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
3、Abnormal financial statements items and description of reasons
Adjusted balance Changes
Item Changed Ratio of Illustration
2013 2012
amount change
Assets：
Other receivables 8,028,356.69 12,294,045.05 -4,265,688.36 -34.70% Increasing the received amount of receivables.
Ending balance of inventories in subsidiary( the
Inventories 62,826,365.70 47,813,852.20 15,012,513.50 31.40%
Huari Toyota) increased
Deductible input tax,the subsidiary-Huari Toyota
Other current assets 11,644,102.02 7,495,557.97 4,148,544.05 55.35% increased the amount of automobile purchased
at the end of the period.
Construction in The prophase expenditure of the land and
41,642,020.40 12,977,929.03 28,664,091.37 220.87%
progress project of Shuibei Jewelry Building is increased
Intangible assets 33,255.04 106,588.62 -73,333.58 -68.80% Increasing in amortization of intangible assets.
Liability and owners’
equity：
Decreases in house sale in advance of the
Advance from subsidiary (The Automobile Industry and
22,087,866.51 31,857,080.49 -9,769,213.98 -30.67%
customers Trading) automobile advance payment of the
subsidiary(The Huari Toyota)
Taxes and fees Mainly caused by the increases in closing
16,687,262.22 11,845,434.44 4,841,827.78 40.88%
payable balance of business income tax.
Dividends payable -- 1,455,297.72 -1,455,297.72 -100.00% The dividends have been paid.
The subsidiary (Zhongtian Co., Ltd.)
Other non-current
29,823,013.37 -- 29,823,013.37 100.00% precollected the rent of Shuibei Jewelry
liabilities
Building.
Profit and loss
statement：
Increase in Tefa borrowing RMB730million in
Financial expenses 16,783,591.71 10,081,337.64 6,702,254.07 66.48% December 2012, and increase in borrowing in
this reporting year.
Loss on asset Decrease in provision for bad-debt、provision for
1,565,095.04 11,158,962.81 -9,593,867.77 -85.97%
impairment inventory
Investment income 8,550,869.02 4,907,776.00 3,643,093.02 74.23% The profit of the associate (Shenzhen Ren Fu
110
SHENZHEN TELLUS HOLDING CO., LTD. Notes to the financial statements for the year ended 31 December 2013
Adjusted balance Changes
Item Changed Ratio of Illustration
2013 2012
amount change
Tellus Automobiles Services Co., Ltd. )
increased.
Non-operating income 331,465.34 14,553,855.33 -14,222,389.99 -97.72% Profit of debt restructuring of 2012.
Non-operating
2,680,027.26 150,447.76 2,529,579.50 1,681.37% Loss of lawsuit.
expenditure
Income tax expenses 11,161,230.57 8,264,624.20 2,896,606.37 35.05% Increase of income tax payables.
Cash flow：
Net Cash Flows from Increase in sales income of Shenzhen Huari
-2,629,634.80 -7,756,382.47 5,126,747.67 -66.10%
Operating Activities Toyota Automobile Co.,Ltd.
Sub-total of Cash
Cash outflow used for increasing investment in
Outflows from 41,251,674.42 64,322,848.76 -23,071,174.34 -35.87%
related parties has decreased.
Investing Activities
Increase in cash inflow of disposal of
Net cash flows from
-3,171,696.95 -32,688,758.47 29,517,061.52 -90.30% investment real estate, and the decrease of
investment activities
cash paid for investment compared to last year.
Sub-total of Cash
Inflows from Financial 162,083,399.98 378,400,000.00 -216,316,600.02 -57.17% Decrease in borrowing money.
Activities
Sub-total of Cash
Decrease in repay borrowing money which due
Outflows from 148,257,159.60 338,734,072.98 -190,476,913.38 -56.23%
in this reporting year.
Financial Activities
Net cash flows from Decrease in cash inflow in borrow money from
13,826,240.38 39,665,927.02 -25,839,686.64 -65.14%
financing activities holding company and bank increased
111
深圳市特力(集团)股份有限公司 2013 年度报告全文
Section X. Documents available for Reference
The Company reserved completed integrated documents for CSRC, SZSE, relevant departments and public
investor for reference, including:
1. Original Accounting Statement of 2013 carrying the signatures and seals of the legal representative, general
manager, CFO and manager of Financial Department;
2. Original Auditors Report (Chinese and English Version) carrying the seals of accounting firms, and signatures
and seals of the CPA;
3. All original documents and notifications of the Company disclosed in newspapers that designated by CSRC in
report period;
4. Annual report disclosed in other securities market (Summary)
73
