深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report For 2014 October 2014 1 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Section I. Important Notice 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 present the meeting of the Board for deliberating the Third Quarter Report of the Company in person. Lv Hang, person in charge of the Company, head of the accounting works Luo Bojun,CFO FuBin and Ke Wensheng, accounting body principals (accountant in charge) hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. 2 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Section II. Main accounting data and changes of shareholders I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not √ Yes □ No Period-end of last year Increase/decrease Current period-end Before the adjustment After the adjustment After the adjustment Total assets(RMB) 800,215,734.74 700,998,151.85 702,180,174.03 13.96% Net assets attributable to shareholders of listed company 185,692,594.23 191,351,957.28 182,370,970.80 1.82% (RMB) Increase/decrease in Increase/decrease in comparison with From Year-begin to end Current period comparison with same year-begin to of the Period period of last year (%) Period-end of last year Operating revenue (RMB) 111,225,813.52 -22.06% 339,918,355.38 -6.82% Net profit attributable to shareholders of the listed company -1,363,612.33 -108.22% 4,157,549.10 -79.72% (RMB) Net profit attributable to shareholders of the listed company -2,527,297.78 518.87% 2,829,106.07 -177.48% after deducting non-recurring gains and losses(RMB) Net cash flow arising from -- -- 24,703,464.95 -12.42% operating activities(RMB) Basic earnings per share -0.0062 -108.23% 0.0189 -79.70% (RMB/Share) Diluted earnings per share -0.0062 -108.23% 0.0189 -79.70% (RMB/Share) Weighted average ROE -0.73% -9.57% 2.26% -8.78% Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Item Amount from year-begin to Note 3 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 end of the Period Gains from vehicle adaptation Gains/losses from the disposal of non-current asset (including the 194,942.48 from company and write-off that accrued for impairment of assets) its subsidiaries Except for effective hedge business relevant to normal operation of the Company, gains and losses arising from fair value change Gains arising from disposal of of tradable financial assets and tradable financial liabilities, and 1,141,821.27 CMBC shares investment income from disposal of tradable financial assets, tradable financial liabilities and financial assets available for sale Other non-operating income and expenditure except for the 57,184.60 aforementioned items Less: impact on income tax 7,467.21 Impact on minority shareholders’ equity (post-tax) 58,038.11 Total 1,328,443.03 -- 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 In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss. II. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period 1. Statement of the total common shareholders and shares-held of top ten common shareholders at end of the Period In share Total common shareholders at 13,856 period-end Shares-held of top ten common shareholders Amount of Number of share pledged/frozen Nature of Proportion of Amount of shares Shareholders restricted shares shareholder shares held held State of share Amount held SHENZHEN SDG State-owned 66.22% 145,870,560 14,587,056 CO., LTD corporate Guoyuan Securities Foreign 1.41% 3,096,957 Brokerage (HK) corporation 4 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Co., Ltd. Bank of Communications Co., Ltd. –Changxing Other 0.52% 1,137,637 Quantitative pioneer securities investment fund Bao Ying Fund- CMBC-Bao Ying golden share No. 6 Other 0.41% 899,867 Specific Multi-user Assets management plan Domestic nature Jiang Youhua 0.36% 800,038 person Domestic nature Du Shuangxiu 0.32% 700,297 person CHINA INT’L CAPITAL CORP Foreign 0.30% 649,928 HONG KONG corporation SECURITIES LTD FISRT SHANGHAI Foreign 0.29% 631,907 SECURITIES corporation LTD. Domestic nature Chen Jiansheng 0.27% 600,050 person China Construction Bank Co., Ltd.-Morgan Stanley Huaxin Other 0.25% 553,565 Factors selected strategy securities investment fund Particular about top ten common shareholders with un-restrict shares held Type of shares Shareholders Amount of un-restrict common shares held Type Amount RMB ordinary SHENZHEN SDG CO., LTD 131,283,504 shares 5 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Domestically Guoyuan Securities Brokerage (HK) 3,096,957 listed foreign Co., Ltd. shares Bank of Communications Co., Ltd. RMB ordinary –Changxing Quantitative pioneer 1,137,637 shares securities investment fund Bao Ying Fund- CMBC-Bao Ying RMB ordinary golden share No. 6 Specific 899,867 shares Multi-user Assets management plan RMB ordinary Jiang Youhua 800,038 shares RMB ordinary Du Shuangxiu 700,297 shares Domestically CHINA INT'L CAPITAL CORP 649,928 listed foreign HONG KONG SECURITIES LTD shares Domestically FISRT SHANGHAI SECURITIES 631,907 listed foreign LTD. shares RMB ordinary Chen Jiansheng 600,050 shares China Construction Bank Co., Ltd.-Morgan Stanley Huaxin Factors RMB ordinary 553,565 selected strategy securities investment shares fund Among the top ten shareholders, there exists no associated relationship between the state-owned legal person’s 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. Explanation on shareholders involving margin business about top N/A ten common shareholders with un-restrict shares held (if applicable) Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back agreement dealing in reporting period. 6 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 2. Total of shareholders with preferred stock held and the top ten shareholdings in Period-end □Applicable √Not applicable 7 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons √ Applicable □Not applicable (I) Impact on consolidated financial statement of the Company by new revised accounting standards Subject to regulation of Accounting Standards for Business Enterprise No.2 –Long-term Equity Investment revised, recognition and measurement of long-term equity investment towards subsidiaries, joint ventures and affiliates should be regulated, as for the long-term equity investment of the invested entiry without control, common control and significant influence owned by the investor, concluded in the regulation scope of Accounting Standards for Business Enterprise No.22 –Recognition and Measurement of Financial Insutruments. According to the standards, the Company revised the accounting policy on long-term equity investment; meanwhile, for those equity investment which the Company has no control/common control or significant influence and whose fair value counld not be able to measured surely, calculated based on financial assets available for sale measued by cost in stead of long-term equity investment, and adjsuted on retrospective application. The original investment (calculated in long-term equity investment with book value of RMB 10,479,000 up to end of September 2014) was transfer to the financial assets available for sale for listing, amount of consolidated statement at beginning of the Year is adjusted correspondingly to the same number. The rule changes of long term equity investment impact on the consolidated financial statements. In RMB/CNY December.31, 2013 The proportion Total owners' equity Total owners' of attributable to parent Long-term equity Financial assets equity The invested entity shareholding company dated 1 investments held-for-trade attributable to (%) January 2014 (+/-) (+/-) (+/-) parent company (+/-) Shenzhen Tellus Xinyongtong 18 - Automobiles Services Co.,Ltd Zhongqi Training center 6.25 - Mililong 6.25 - Electrombile Project 11.1 - Shenzhen Jinhe standard 15 - molds Co.,Ltd. Shenzhen Bisike 7.5 -302,368.57 +302,368.57 Machine Co.,Ltd. China Perfect 4.94 -10,176,617.20 +10,176,617.20 Machinery Industry 8 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Co.,Ltd. Shenzhen Jingwei 12.5 Industrial Co.,Ltd. Shenzhen Moscow 7 Co.,Ltd. Wuhan Weite Hotel Shenzhen Petroleum & Chemical(group) 100000shares Co.,Ltd. Hongkong Rishen 7.5 - National Co.,Ltd. Total -- -10,478,985.77 +10,478,985.77 According to the revised Accounting Standards for Business Enterprises No.9- Employee Compensation, the Company made some adjustments on accounting policy of employee compersation,the policy definites the retired employees` welfare. Accordingly,the company traced and adjusted the welfare based on the Accounting Standards No. 28-Changes and Error Correction on Accounting Policy and Estimate. The staffs of the company enjoy retirement benefits based on the original standard, but the staffs who retire after April 1, 2013 will not be issued any welfare subsidy. There is 333 people who retired before March 31, 2013 now in the company and the retirement welfare expenditure has reached RMB 898200. According to welfare standards,the impacts of year-begin balance sheet includes: total assets increased RMB 1,182,000 (deferred income tax assets increased RMB 1182000); total liability increased RMB 10297200 (employee payable compensation increased RMB 10,297,200); total shareholders equity decreased RMB 9115200 (retained profit decreased RMB 8,981,000, minority interest decreased RMB 134,200). The profit statement at same period of last year has been traced and adjusted correspondingly. The assumption of actuarial valuation: The assumption of actuarial valuation Current period Last period Discount rate 5.45% 5.45% Mortality rate 2.05% 1.81% Expected of average life 90.56 88.68 Growth projections of employee 0 0 compensation Impact on change of employee compensation: In RMB/CNY Payroll payable dated 1 January 2014 (+/-) Equity attributable to parent company dated 1 January 2013 (+/-) 10,297,200.33 -9,115,178.16 (II) Particular about changes from items of main accounting statements and financial indexes as well as reasons (1) Items of balance sheet Items Closing balance Balance at +,- amount +,- % Reasons of changes year-begin 9 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Account Mainly because assets impairment 2,932,689.23 5,016,738.78 -2,084,049.55 -41.54% receivables losses are withdraw in the Period Account paid 11,236,378.62 8,309,574.73 2,926,803.89 35.22% Mainly because money paid in advance in advance for vechicle of FTMS increased Other 11,234,780.56 8,028,356.69 3,206,423.87 39.94% The current money increased account receivable Other current 4,887,796.34 11,644,102.02 -6,756,305.68 -58.02% Mainly refers to the input tax ready for assets deduction, decreased in the Period due to the part of the invoice from TOYOTO Company have not been auterized Construction 107,047,671.36 41,642,020.40 65,405,650.96 157.07% Mainly because more expenditure in in progress project of Tellus Shuibei Jewelry Building Instangible 52,587,062.84 33,255.04 52,553,807.80 158032.61% Zhongtian Company obtained the assets certificate of land use, the land price paid has transfer to intangible assets from other non-current assets Other 26,339,112.00 -26,339,112.00 -100.00% Zhongtian Company obtained the non-current certificate of land use, land price paid in assets previous years have transferred to intangible assets Note 15,920,748.09 -15,920,748.09 -100.00% Notes at beginning of the Year mainly receivable refers to the bank acceptance issued to FTMS for vehicle purchased from Huari Toyota Company Account 4,951,761.09 22,087,866.51 -17,136,105.42 -77.58% Account received in advance for vehicle received in decreased advance Tax payable 8,153,268.94 16,687,262.22 -8,533,993.28 -51.14% Income tax that accrual at end of last year was paid by Automobile Industry and Trade in the Year Non-current 49,200,000.00 12,000,000.00 37,200,000.00 310.00% Mainly because the bank loans due liability due within one year increased within one year Long-term 251,597,550.55 131,000,000.00 120,597,550.55 92.06% Mainly because bank loans increased loans (2) Items of profit statement Items Current period Last period +,- amount +,- % Reasons of changes Operation tax and 3,768,251.35 5,892,790.86 -2,124,539.51 -36.05% Investment real estate was sold by surcharge Automobile Industry & Trade Company 10 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 in the same period of last year Losses of Mainly because bad debt of 4,259,714.29 100,000.00 4,159,714.29 4159.71% devaluation of asset receivables was draw in this Period Investment income 12,067,873.29 4,215,035.52 7,852,837.77 186.31% Profit of the Company increased due to equity method calculation Income tax expenses 727,689.24 8,683,879.23 -7,956,189.99 -91.62% Investment real estate was sold by Automobile Industry & Trade Company in the same period of last year (3) Items of cash flow statement Items Current period Last period +,- amount +,- % Reasons of changes Cash received from 84,270.40 2,522,938.25 -2,438,667.85 -96.66% There has a bonus from SPD investments income Machinery at same perido of last year Net cash received 143,540.00 32,257,058.00 -32,113,518.00 -99.56% Investment real estate was sold by from disposal of Automobile Industry & Trade fixed, intangible and Company in the same period of last other long-term assets year Cash paid for 93,261,819.11 19,372,518.88 73,889,300.23 381.41% Mainly due to the expenditure of purchasing fixed, construction in progress and 50% of intangible and other the land price paid long-term assets Cash paid for 10,087,147.05 -10,087,147.05 -100.00% Cash paid for capital increased to investment affiliated enterprise at same perido of last year Net cash flow arising 85,771,333.56 -12,411,116.22 98,182,449.78 Mainly because the loans increased from financing in Period. activities II. Progress and influence of the main events as well as solution analysis specification √ Applicable □Not applicable The Company initiate the private placement project in the Year, details are as: Query indexes of disclosure website for Overview Disclosure date interim report The 19th extraordinary meeting of 7th Found more in “resolution of 19th session of the Board was held on 21 April extraordinary meeting of 7th session of 2014, relevant proposal of private the Board” (Notice No.: 2014-017) 2014-04-22 placement have been deliberated and released on Securities Times, Hong Kong approved. And the 4th extraordinary general Commercial Daily and Juchao Website meeting of 2014 held on 3 June 2014 was (http://www.cninfo.com.cn) deliberated and approved the proposal. On Found more in “resolution of 4th 2014-06-04 19 May 2014, the “Reply on Issue of extraordinary general meeting of 2014” 11 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Private Placement under the Name of (Notice No.: 2014-034) released on Shenzhen Tellus Holding Co., Ltd. from Securities Times, Hong Kong SASAC, Shenzhen People’s Government” Commercial Daily and Juchao Website (Shen Guo Zi Wei Han [2014] No.237) was (http://www.cninfo.com.cn) received by the Company from Found more in “Notice of Reply on State-owned Assets Supervision and Private Placement Plan from SASAC of Administration Commission of Shenzhen Shenzhen Government” (Notice No.: People’s Government, agreed the private 2014-05-21 2014-031) released on Securities Times, placement of the Company in principle. Hong Kong Commercial Daily and On 2 July 2014, the “Notice of Acceptance Juchao Website on Administrative Licensing Applications (http://www.cninfo.com.cn) of CSRC” issued by China Securities Regulatory Commission (CSRC for short) was received by the Company. CSRC Found more in “Notice of Acceptance by review the materials of administrative CSRC on Private Placement of the licensing applications that submitted by the Company” (Notice No.: 2014-041) Company for “Private Placement of Listed 2014-07-03 released on Securities Times, Hong Kong Companies” pursuant to the law, they Commercial Daily and Juchao Website considers that the materials complete, (http://www.cninfo.com.cn) conform to the legal conditions and they determine to accepted the applications. III. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or made in previous period and extending to reporting period √ Applicable □Not applicable Commitment Commitment Commitments Accepter Contents Implementation date term (I) Commitments during the work of Share Merger Reform of the Company: 1. Commitments on Lock-up period (1) In accordance with the Measures for the Administration of the Share Merger Reform of Listed Companies, SDG would abide by the various laws, regulations and rules, and perform its statutory commitment duty. Share Merger SDG (2) Apart from the above-mentioned statutory 2005-12-25 Long term Implementing Reform commitment, SDG also made the following special commitment: with 36 months since the day the reform 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 12 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 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 Company’s 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. Controlling shareholder of the Company SDG has a special commitment of incentive mechanism made on SDG share merger reform of the Company. Later, SASAC and 2014-06-26 2016-6-30 Implementing Ministry of Finance jointly issued the “Tentative Measures on Implementation of Equity Incentive for 13 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 State-owned Listing Companies”, CSRC issued the “Management Measures on Equity Incentive of Listed Companies (Trial)”. By contrasting, the above mentioned commitment made by SDG is out of the relevant requirement from regulations the above said, relevant commitment still failed to implement. On 26 June 2014, the Company actively negotiated with SDG on the issues, and SDG promise continue to supporting the Company in order to promote a long-acting incentive plan as soon as possible instead of the equity incentive commitment made in share merger reform, under the premise of conforming to relevant law, regulations and supervision requirement., and complete the long-acting incentive mechanism construction before 30 June 2016. At the appointed time, the long-acting incentive mechanism plan will implement after submit for deliberation and pass in general meeting of the Company. Commitments in report of acquisition or equity change Commitments in assets replacement Commitment made during the IPO and refinancing Other commitments for medium and small shareholders Completed on time Yes or not Detail reasons for un-complement and N/A further plan (if applicable) IV. Estimation of operation performance for year of 2014 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Not applicable 14 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 V. Particular about security investment □ Applicable √ Not applicable The Company had no security investment in Period. Explanation on equity of other listed company held √ Applicable □Not applicable At beginning of the reporting period, the Company holds 135,920 shares of China Merchants Bank Co., Ltd. (Stock abbr.:CMBC, stock code: 600036), listed in Shanghai Stock Exchange, item for accounting calculation: financial assets availabel for sale; the Company sold the above mentioned shares dated 30 July 2014 during the Period, and 1,141,821.27 Yuan earining generated. VI. Particulars about derivatives investment □ Applicable √ Not applicable The Company had no derivatives investment in Period. VII. Registration form of receiving research, communication and interview in the report period □ Applicable √ Not applicable The Company had no receiving research, communication or interview in the report period 15 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Section IV. Financial Statement I. Financial statement 1. Consolidated Balance Sheet Prepared by Shenzhen Tellus Holding Co., Ltd In RMB Items Closing balance Opening balance Current assets: Monetary funds 82,114,278.66 69,898,791.56 Settlement provisions Capital lent Financial assets measured by fair value and whose change is recorded in current gains and losses Notes receivable Accounts receivable 2,932,689.23 5,016,738.78 Accounts paid in advance 11,236,378.62 8,309,574.73 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 11,234,780.56 8,028,356.69 Purchase restituted finance asset Inventories 57,895,711.45 62,826,365.70 Divided into assets held ready for sales Non-current asset due within one year Other current assets 4,887,796.34 11,644,102.02 Total current assets 170,301,634.86 165,723,929.48 Non-current assets: Granted loans and advances 16 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Finance asset available for sales 10,478,985.77 11,959,154.57 Held-to-maturity investment 100,000.00 100,000.00 Long-term account receivable Long-term equity investment 202,296,346.52 191,394,600.98 Investment property 86,645,601.10 88,422,673.91 Fixed assets 144,287,546.00 149,968,663.80 Construction in progress 107,047,671.36 41,642,020.40 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 52,587,062.84 33,255.04 Expense on Research and Development Goodwill Long-term expenses to be 775,712.03 848,038.96 apportioned Deferred income tax asset 25,695,174.26 25,748,724.89 Other non-current asset 26,339,112.00 Total non-current asset 629,914,099.88 536,456,244.55 Total assets 800,215,734.74 702,180,174.03 Current liabilities: Short-term loans 89,741,296.00 110,969,952.93 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Financial liability measured by fair value and with variation reckoned into current gains/losses Notes payable 15,920,748.09 Accounts payable 22,304,477.01 22,008,010.24 Accounts received in advance 4,951,761.09 22,087,866.51 Selling financial asset of repurchase Commission charge and commission payable 17 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Wage payable 17,531,449.91 24,705,887.96 Taxes payable 8,153,268.94 16,687,262.22 Interest payable Dividend payable Other accounts payable 114,340,667.11 107,809,585.66 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Divided into liability held ready for sale Non-current liabilities due within 1 49,200,000.00 12,000,000.00 year Other current liabilities Total current liabilities 306,222,920.06 332,189,313.61 Non-current liabilities: Long-term loans 251,597,550.55 131,000,000.00 Bonds payable Long-term account payable 13,319,681.59 13,319,681.59 Special accounts payable Projected liabilities Deferred income tax liabilities 784,802.69 1,248,087.86 Other non-current liabilities 31,211,904.55 29,823,013.37 Total non-current liabilities 296,913,939.38 175,390,782.82 Total liabilities 603,136,859.44 507,580,096.43 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 220,281,600.00 220,281,600.00 Capital public reserve 7,672,605.51 8,508,531.18 Less: Inventory shares Reasonable reserve Other comprehensive income Surplus public reserve 2,952,586.32 2,952,586.32 Provision of general risk Retained profit -45,214,197.60 -49,371,746.70 18 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Balance difference of foreign currency translation Total owner’s equity attributable to 185,692,594.23 182,370,970.80 parent company Minority interests 11,386,281.07 12,229,106.80 Total owner’s equity(or shareholders’ 197,078,875.30 194,600,077.60 equity) Total liabilities and owner’s equity(or 800,215,734.74 702,180,174.03 shareholders’ equity) Legal representative: Lv Hang Person in charge of accounting works: Luo Bojun Chief Financial Officer: FuBin Person in charge of accounting organ:Ke Wensheng Ke Wensheng 2. Balance Sheet of parent company Prepared by Shenzhen Tellus Holding Co., Ltd In RMB Item Balance at period-end Balance at period-begin Current assets: Monetary funds 13,158,277.49 30,209,143.04 Financial assets measured by fair value and whose change is recorded in current gains and losses Notes receivable Accounts receivable Accounts paid in advance 81,050.00 21,000.00 Interest receivable Dividend receivable Other receivables 120,653,255.73 36,330,120.01 Inventories Divided into assets held ready for sales Non-current asset due within one year Other current assets Total current assets 133,892,583.22 66,560,263.05 Non-current assets: Finance asset available for sales 10,176,617.20 11,656,786.00 Held-to-maturity investment Long-term account receivable Long-term equity investment 425,297,538.67 416,600,932.05 19 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Investment real estate 54,934,148.08 55,919,100.96 Fixed assets 18,204,484.60 18,675,995.34 Construction in progress 251,308.70 251,308.70 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 270,268.48 33,255.04 Expense on Research and Development Goodwill Long-term expenses to be apportioned 147,582.63 65,496.04 Deferred income tax asset 13,995,873.99 14,025,080.64 Other non-current asset Total non-current asset 523,277,822.35 517,227,954.77 Total assets 657,170,405.57 583,788,217.82 Current liabilities: Short-term loans 19,544,160.00 67,544,160.00 Financial liability measured by fair value and with variation reckoned into current gains/losses Notes payable Accounts payable Accounts received in advance Wage payable 3,375,667.12 7,590,080.17 Taxes payable 424,312.39 403,514.95 Interest payable Dividend payable Other accounts payable 258,512,210.76 287,687,112.90 Divided into liability held ready for sale Non-current liabilities due within 1 year 49,200,000.00 6,000,000.00 Other current liabilities Total current liabilities 331,056,350.27 369,224,868.02 Non-current liabilities: Long-term loans 205,300,000.00 95,500,000.00 20 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities 278,641.88 Other non-current liabilities Total non-current liabilities 205,300,000.00 95,778,641.88 Total liabilities 536,356,350.27 465,003,509.90 Owner’s equity (or shareholders’ equity): Paid-up capital (or share capital) 220,281,600.00 220,281,600.00 Capital public reserve 4,479,182.23 5,315,107.90 Less: Inventory shares Reasonable reserve Other comprehensive income Surplus public reserve 2,952,586.32 2,952,586.32 General risk reserve Retained profit -106,899,313.25 -109,764,586.30 Balance difference of foreign currency translation Total owner’s equity(or shareholders’ 120,814,055.30 118,784,707.92 equity) Total liabilities and owner’s equity(or 657,170,405.57 583,788,217.82 shareholders’ equity) Legal representative: Lv Hang Person in charge of accounting works: Luo Bojun Chief Financial Officer: FuBin Person in charge of accounting organ:Ke Wensheng Ke Wensheng 3. Consolidated Profit Statement (this report period) Prepared by Shenzhen Tellus Holding Co., Ltd In RMB Item Amount in this period Amount in last period I. Total operating income 111,225,813.52 142,706,715.07 Including: Operating income 111,225,813.52 142,706,715.07 Interest income Insurance gained Commission charge and commission income II. Total operating cost 116,967,815.79 120,337,816.42 21 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Including: Operating cost 91,811,039.46 99,648,257.75 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 1,304,403.00 3,015,912.82 Sales expenses 4,759,319.27 4,949,177.55 Administration expenses 10,271,520.89 8,857,503.82 Financial expenses 4,597,418.06 3,866,964.48 Losses of devaluation of asset 4,224,115.11 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with 4,226,397.31 2,434,952.95 “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed -1,515,604.96 24,803,851.60 with “-”) Add: Non-operating income 37,151.22 20,677.90 Less: Non-operating expense 7,643.04 102,645.38 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with -1,486,096.78 24,721,884.12 “-”) Less: Income tax expense 26,656.17 8,488,504.11 V. Net profit (Net loss is listed with “-”) -1,512,752.95 16,233,380.01 Including: net profit realized before consolidation by mergered party Net profit attributable to owner’s of -1,363,612.33 16,584,506.46 parent company Minority shareholders’ gains and losses -149,140.62 -351,126.45 VI. Earnings per share -- -- i. Basic earnings per share -0.0062 0.0753 ii. Diluted earnings per share -0.0062 0.0753 VII. Other consolidated income -45,890.65 22 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Inc: Other comprehensive items un-able to re-classify as gains/losses in later accounting period Other comprehensive items able to re-classify as gains/losses in later -45,890.65 accounting period while regulated conditions are satisfy VIII. Total comprehensive income -1,512,752.95 16,187,489.36 Total consolidated income attributable -1,363,612.33 16,538,615.81 to owners of parent company Total consolidated income attributable -149,140.62 -351,126.45 to minority shareholders Legal representative: Lv Hang Person in charge of accounting works: Luo Bojun Chief Financial Officer: FuBin Person in charge of accounting organ:Ke Wensheng Ke Wensheng 4. Profit Statement of parent company (this report period) Prepared by Shenzhen Tellus Holding Co., Ltd In RMB Items Amount in this period Amount in last period I. Operating income 5,451,132.90 4,364,838.05 Less: operating cost 906,128.86 932,693.61 Operating tax and extras 305,263.44 244,430.95 Sales expenses Administration expenses 4,876,681.26 3,675,384.43 Financial expenses 2,600,163.08 2,247,876.99 Losses of devaluation of asset 2,765.98 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with 3,181,347.99 1,603,102.98 “-”) Including: Investment income on affiliated company and joint venture II. Operating profit (Loss is listed -58,521.73 -1,132,444.95 with “-”) Add: Non-operating income Less: Non-operating expense Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with -58,521.73 -1,132,444.95 “-”) Less: Income tax expense 9,735.55 IV. Net profit (Net loss is listed with -68,257.28 -1,132,444.95 “-”) V. Earnings per share -- -- i. Basic earnings per share -0.0003 -0.0051 23 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 ii. Diluted earnings per share -0.0003 -0.0051 VI. Other consolidated income -45,890.65 Inc: Other comprehensive items un-able to re-classify as gains/losses in later accounting period Other comprehensive items able to re-classify as gains/losses in -45,890.65 later accounting period while regulated conditions are satisfy VII. Total comprehensive income -68,257.28 -1,178,335.60 Legal representative: Lv Hang Person in charge of accounting works: Luo Bojun Chief Financial Officer: FuBin Person in charge of accounting organ:Ke Wensheng Ke Wensheng 5. Consolidated profit statement (year-begin to end of this period) Prepared by Shenzhen Tellus Holding Co., Ltd In RMB Item Amount in this period Amount in last period I. Total operating income 339,918,355.38 364,794,033.33 Including: Operating income 339,918,355.38 364,794,033.33 Interest income Insurance gained Commission charge and commission income II. Total operating cost 348,195,943.14 341,335,827.05 Including: Operating cost 287,109,181.05 282,735,907.61 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 3,768,251.35 5,892,790.86 Sales expenses 13,941,341.57 14,391,552.84 Administration expenses 25,998,794.13 26,274,852.96 24 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Financial expenses 13,118,660.75 11,940,722.78 Losses of devaluation of asset 4,259,714.29 100,000.00 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with 12,067,873.29 4,215,035.52 “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed 3,790,285.53 27,673,241.80 with “-”) Add: Non-operating income 262,403.13 243,239.66 Less: Non-operating expense 10,276.05 126,398.38 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with 4,042,412.61 27,790,083.08 “-”) Less: Income tax expense 727,689.24 8,683,879.23 V. Net profit (Net loss is listed with “-”) 3,314,723.37 19,106,203.85 Including: net profit realized before consolidation by mergered party Net profit attributable to owner’s of 4,157,549.10 20,501,915.92 parent company Minority shareholders’ gains and losses -842,825.73 -1,395,712.07 VI. Earnings per share -- -- i. Basic earnings per share 0.0189 0.0931 ii. Diluted earnings per share 0.0189 0.0931 VII. Other consolidated income -294,806.90 Inc: Other comprehensive items un-able to re-classify as gains/losses in later accounting period Other comprehensive items able to re-classify as gains/losses in -294,806.90 later accounting period while regulated conditions are satisfy VIII. Total comprehensive income 3,314,723.37 18,811,396.95 Total consolidated income attributable 4,157,549.10 20,207,109.02 to owners of parent company Total consolidated income attributable -842,825.73 -1,395,712.07 to minority shareholders Legal representative: Lv Hang Person in charge of accounting works: Luo Bojun Chief Financial Officer: FuBin Person in charge of accounting organ:Ke Wensheng Ke Wensheng 25 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 6. Profit Statement of parent company (year-begin to end of this period) Prepared by Shenzhen Tellus Holding Co., Ltd In RMB Items Amount in this period Amount in last period I. Operating income 15,136,033.02 13,210,791.07 Less: operating cost 2,726,322.58 2,824,601.52 Operating tax and extras 847,617.85 739,804.31 Sales expenses Administration expenses 11,091,999.21 10,755,820.35 Financial expenses 7,524,094.75 6,888,810.83 Losses of devaluation of asset 2,765.98 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with 9,922,734.37 2,907,698.33 “-”) Including: Investment income on affiliated company and joint venture II. Operating profit (Loss is listed 2,865,967.02 -5,090,547.61 with “-”) Add: Non-operating income 28,512.68 Less: Non-operating expense Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with 2,894,479.70 -5,090,547.61 “-”) Less: Income tax expense 29,206.65 IV. Net profit (Net loss is listed with 2,865,273.05 -5,090,547.61 “-”) V. Earnings per share -- -- i. Basic earnings per share 0.0130 -0.0231 ii. Diluted earnings per share 0.0130 -0.0231 VI. Other consolidated income -294,806.90 Inc: Other comprehensive items un-able to re-classify as gains/losses in later accounting period Other comprehensive items able to re-classify as gains/losses in -294,806.90 later accounting period while regulated conditions are satisfy VII. Total comprehensive income 2,865,273.05 -5,385,354.51 Legal representative: Lv Hang Person in charge of accounting works: Luo Bojun Chief Financial Officer: FuBin Person in charge of accounting organ:Ke Wensheng Ke Wensheng 26 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 7. Consolidated Cash Flow Statement (year-begin to end of this period) Prepared by Shenzhen Tellus Holding Co., Ltd In RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities 371,669,991.52 374,617,424.96 and providing labor services Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received Other cash received concerning 51,300,943.38 60,403,435.64 operating activities Subtotal of cash inflow arising from 422,970,934.90 435,020,860.60 operating activities Cash paid for purchasing commodities 288,431,038.72 285,547,928.23 and receiving labor service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 39,305,850.34 37,795,748.68 Taxes paid 21,917,897.17 22,857,016.41 Other cash paid concerning operating 48,612,683.72 60,613,170.66 activities Subtotal of cash outflow arising from 398,267,469.95 406,813,863.98 operating activities Net cash flows arising from operating 24,703,464.95 28,206,996.62 activities II. Cash flows arising from investing activities: Cash received from recovering 1,507,458.60 investment Cash received from investment income 84,270.40 2,522,938.25 27 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Net cash received from disposal of fixed, intangible and other long-term 143,540.00 32,257,058.00 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing 1,735,269.00 34,779,996.25 activities Cash paid for purchasing fixed, 93,261,819.11 19,372,518.88 intangible and other long-term assets Cash paid for investment 10,087,147.05 Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing 1,000.00 387,661.28 activities Subtotal of cash outflow from investing 93,262,819.11 29,847,327.21 activities Net cash flows arising from investing -91,527,550.11 4,932,669.04 activities III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans 449,797,550.55 109,600,000.00 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 449,797,550.55 109,600,000.00 activities Cash paid for settling debts 356,000,000.00 113,600,000.00 Cash paid for dividend and profit 8,026,216.99 8,391,116.22 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing 20,000.00 activities Subtotal of cash outflow from financing 364,026,216.99 122,011,116.22 activities Net cash flows arising from financing 85,771,333.56 -12,411,116.22 activities IV. Influence on cash and cash equivalents due to fluctuation in 582.16 -2,235.61 exchange rate V. Net increase of cash and cash 18,947,830.56 20,726,313.83 equivalents Add: Balance of cash and cash 63,166,448.10 55,145,531.39 equivalents at the period -begin VI. Balance of cash and cash 82,114,278.66 75,871,845.22 equivalents at the period -end Legal representative: Lv Hang Person in charge of accounting works: Luo Bojun Chief Financial Officer: FuBin Person in charge of accounting organ:Ke Wensheng Ke Wensheng 28 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 8. Cash Flow Statement of parent company (year-begin to end of this period) Prepared by Shenzhen Tellus Holding Co., Ltd In RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities 15,144,942.54 13,939,778.70 and providing labor services Write-back of tax received Other cash received concerning 175,188,947.26 151,403,768.87 operating activities Subtotal of cash inflow arising from 190,333,889.80 165,343,547.57 operating activities Cash paid for purchasing commodities and receiving labor service Cash paid to/for staff and workers 10,304,011.17 9,922,202.20 Taxes paid 2,840,852.22 2,714,918.50 Other cash paid concerning operating 291,743,250.05 114,975,453.34 activities Subtotal of cash outflow arising from 304,888,113.44 127,612,574.04 operating activities Net cash flows arising from operating -114,554,223.64 37,730,973.53 activities II. Cash flows arising from investing activities: Cash received from recovering 1,507,458.60 investment Cash received from investment income 84,270.40 2,522,938.25 Net cash received from disposal of fixed, intangible and other long-term 39,890.00 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing 1,631,619.00 2,522,938.25 activities Cash paid for purchasing fixed, 1,852,320.00 106,748.00 intangible and other long-term assets Cash paid for investment 10,087,147.05 Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing 1,852,320.00 10,193,895.05 activities Net cash flows arising from investing -220,701.00 -7,670,956.80 activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 342,500,000.00 50,000,000.00 Cash received from issuing bonds Other cash received concerning financing activities 29 深圳市特力(集团)股份有限公司 2014 年第三季度报告全文 Subtotal of cash inflow from financing 342,500,000.00 50,000,000.00 activities Cash paid for settling debts 237,500,000.00 44,500,000.00 Cash paid for dividend and profit 7,275,940.91 3,413,008.90 distributing or interest paying Other cash paid concerning financing activities Subtotal of cash outflow from financing 244,775,940.91 47,913,008.90 activities Net cash flows arising from financing 97,724,059.09 2,086,991.10 activities IV. Influence on cash and cash equivalents due to fluctuation in -81.72 exchange rate V. Net increase of cash and cash -17,050,865.55 32,146,926.11 equivalents Add: Balance of cash and cash 30,209,143.04 1,614,187.49 equivalents at the period -begin VI. Balance of cash and cash 13,158,277.49 33,761,113.60 equivalents at the period -end Legal representative: Lv Hang Person in charge of accounting works: Luo Bojun Chief Financial Officer: FuBin Person in charge of accounting organ:Ke Wensheng Ke Wensheng II. Audit report Whether the third quarter report was audited or not □Yes √No The third quarter report of the Company has not been audited Chairman of the Board:Lv Hang Board of Directors of ShenZhen Tellus Holding Co., Ltd October25, 2014 30