深圳市特力(集团)股份有限公司 2014 年年度报告全文
SHENZHEN TELLUS HOLDING CO., LTD
Annual Report 2014
April 2014
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
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.
Lv Hang, Principal of the Company, Yang Jianping, person in charger of accounting
works and Ke Wensheng, person in charge of accounting organ (accounting principal)
hereby confirm that the Financial Report of 2014 Annual Report is authentic, accurate
and complete.
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
Contents
Annual Report 2014 ......................................................................................... 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 ................................................................................ 12
Section V Important Events .......................................................................................................... 28
Section VI Changes in shares and particular about shareholders............................................... 37
Section VII Preferred Stock……………………………………………………………………….44
Section VIII Particulars about Directors, Supervisors,Senior Executives and Employees ...... 45
Section IX Corporate Governance ............................................................................................... 603
Section X Internal Control .............................................................................................................. 59
Section XI Financial Report ............................................................................................................ 61
Section XII Documents available for reference ........................................................................... 185
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
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 2014
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 2014 年年度报告全文
Major Risks Warning
China Securities Journal, Hong Kong Commercial Daily and Juchao Website
(www.cninfo.com.cn) are the media for information disclosure appointed by the
Company, all information under the name of the Company disclosed on the
above said media shall prevail. Concerning the forward-looking statements with
future planning involved in the Report, they do not constitute a substantial
commitment for investors, and 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 2014 年年度报告全文
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 Lv Hang
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 ir@tellus.cn
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Lv Hang (function in an acting capacity of
Name Sun Bolun
Secretary of the Board)
15/F, Zhonghe Building, Shennan Middle 15/F, Zhonghe Building, Shennan Middle
Contacts add.
Road, Futian District, Shenzhen Road, Futian District, Shenzhen
Tel. (0755) 83989398 (0755) 83989339
Fax. (0755) 83989386 (0755) 83989386
Email xmslv@sina.com 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 CSRC http://www.cninfo.com.cn
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 2014 年年度报告全文
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
2014-07-02 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 2014 年年度报告全文
working machinery; import & export of general component; import and export
business complies with the approval certificate (Shen Mao Guan Shen Zheng Zi
No.098). On 2 July 2014, business scope changed as: investment industrial projects
(specific project shall be declared upon separately); domestic commerce, supply and
marketing of material (monopolized commodities, commodity under special
government control and licensed commodity excluded ;) self-owned property lease and
management. Self-running the home-grown products of the Company and owned
enterprise, personal productive material, metal working machinery, import and export
business of the parts common; import and export are handle in line with the
Accreditation Certificate of Foreign Trade: Shen Mao Guan 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, Qin Changming
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 2014 年年度报告全文
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
2013 2012
2014 last year
Pre-adjustment Post-adjustment Post-adjustment Pre-adjustment Post-adjustment
Operating income (RMB) 464,987,527.80 486,729,308.18 486,729,308.18 -4.47% 419,642,661.31 419,642,661.31
Net profit attributable to
shareholders of the listed 10,345,217.67 6,900,719.04 7,185,944.01 43.96% 7,146,259.35 7,426,919.72
company(RMB)
Net profit attributable to
shareholders of the listed
company after deducting 8,775,007.16 -15,514,016.52 -15,228,791.55 -15,060,776.70 -14,780,116.33
non-recurring gains and
losses(RMB)
Net cash flow arising from
6,214,706.85 -2,629,634.80 -2,629,634.80 -7,756,382.47 -7,756,382.47
operating activities(RMB)
Basic earnings per share
0.0470 0.0313 0.0326 44.17% 0.0324 0.0337
(RMB/Share)
Diluted earnings per share
0.0470 0.0313 0.0326 44.17% 0.0324 0.0337
(RMB/Share)
Weighted average ROE 5.53% 3.67% 4.02% 1.51% 3.95% 4.33%
Changes over
End of 2013 End of 2012
End of 2014 end of last year
Pre-adjustment Post-adjustment Post-adjustment Pre-adjustment Post-adjustment
Total assets (RMB) 806,324,777.80 700,998,151.85 702,180,174.03 14.83% 644,911,292.00 646,125,282.32
Net assets attributable to
shareholder of listed company 191,880,262.80 191,351,957.28 182,370,970.80 5.21% 184,675,401.61 175,409,190.16
(RMB)
Whether share capital of the Company, from period-end to the disclosure date of semi-annual report, has changed
and has influenced on amount of owners equity due to the new shares issuing, increase issues in stocks, allotment,
stock ownership incentive exercise and buy-back etc. or not
√ Yes □ No
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
Basic EPS calculated by new share capital (RMB/Share) 0.0348
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)
□ Applicable √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International
Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period.
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)
□ Applicable √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or
Chinese GAAP (Generally Accepted Accounting Principles) in the period.
III. Items and amounts of extraordinary profit (gains)/loss
√ Applicable □Not applicable
In RMB
Item 2014 2013 2012 Note
Gains/losses from the disposal of
non-current asset (including the write-off 148,486.49 32,501,637.93 15,152,740.17
that accrued for impairment of assets)
Gains/losses of debt restructure 14,377,457.14
Gains/losses from contingency without
438,195.19 -2,130,200.00
routine business concerned
Held transaction financial asset, gains/losses
of changes of fair values from transaction
financial liabilities, and investment gains
from disposal of transaction financial asset,
1,226,127.75
transaction financial liabilities and financial
asset available for sales, exclude the
effective hedging business relevant with
normal operations of the Company
Restoring of receivable impairment
47,282.17
provision that tested individually
Other non-operating income and expenditure
248,824.36 -391,032.13 65,402.35
except for the aforementioned items
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
Less: Impact on income tax 506,161.39 7,495,101.45 7,398,899.92
Impact on minority shareholders equity
32,544.06 70,568.79 -10,336.31
(post-tax)
Total 1,570,210.51 22,414,735.56 22,207,036.05 --
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
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
Section IV. Report of the Board of Directors
I. Introduction
In 2014, it is a turning point for Tellus in aspect of marketization reform and transformation and upgrading. Under
the new leadership of the Group, thoroughly arranging and adjusting the automotive aftermarket what we already
have and leasing management and property service business of the resources assets, strengthen supervisions and
group decision-making, pushing on marketization, standardization and institutionalized management. On deep
analysis of the real conditions and market environment basis, formulated a “Business Transformation
Development Guidelines of the Tellus”, a strategy development of jewelry-oriented transformation was defined
preliminarily.
In reporting period, combined with the actual situation of the Company, we bring out the financing platform
advantage of listed companies, in capital market, initially start-up the private placement since IPO (that is initial
public offering) capital raising in 1993. On 3 February 2015, the application of private placement has been
approved by the Issuance Examination Commission of CSRC, new 77 million shares will increase during the
placement and listed in Shenzhen Stock Exchange dated 27 March 2015.
The raising money investment project – Tellus Shuibei Jewelry Building, is the first step of the jewelry-oriented
transformation for Tellus, the project was officially started in July 2013 and expected to complete in December
2015. Business of the Tellus will systematically expand in jewelry industry for relevant investment while Tellus
Shuibei Jewelry Building in construction. Tellus Group solve the capital demand of Tellus Shuibei Jewelry
Building construction by means of the private placement, meanwhile, raising a start-up capital for investment in
jewelry industry, and help the Group to achieve the business transformation and upgrading. After the placement,
net assets of the Company grow significantly with major enhancements in capital strength; as for the parts for
current capital supplement, it will relief part of the needs in loans due for business development, reduce interest
expenditure, effective control the financial costs and benefit a lot in improving total operation performance of the
Company; liabilities level of the Company will decrease at the same time, asset structure are optimized and
anti-risk capability enhanced significantly.
During the reporting period, the company achieved operation income of RMB 464.99 million with a y-o-y down
of 4.47 percent; After Taking out the noncomparable factors(achieved housing disposal income of RMB 41.25
million in the corresponding period last year), operation income realized RMB 19.51 million in total with 4.38
percent up y-o-y.Profit realized RMB 10.03 million in total with 31.01 percent down y-o-y;After taking out the
noncomparable factors(achieved stock disposal income of RMB 1.14 million in the current issue and RMB 32.16
million in the corresponding period last year), profit rose to RMB 26.52 million from the previous year, net profit
attributable to owners of parent company amounting as RMB 10.35 million, 43.96 percent up y-o-y, net profit
attributable to the shareholders of listed company which excluded the extraordinary gains or losses amounting as
RMB 8.78 million, 24.01 million increased y-o-y.
II. Main business analysis
1. Introduction
Progress of the development strategy and operation planning that disclosed previously
In the working report of the Board for year of 2013, the Company presented that in 2014, 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 2014 年年度报告全文
sustainable development”, carry out the work by bringing a closer around the main line of “operation target for the
whole year accomplished, made great effors to promoted key projects and accelerate enterprise operational
transformation”
In the reporting period, in line with the established strategy orientation, the Company achieved a stable operation
and aggressive status. In aspect of key project construction, project of Tellus Shuibei Jewelry Building is in a
good progress, and entered into the construction phase on schedule currently. As for the operational
transformation, being deliberated by general meeting of the Company, formulated a “Business Transformation
Development Guidelines of the Tellus”, a strategy development of jewelry-oriented transformation was defined
preliminarily, and complete relevant works according to the plan.
Reasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year disclosed
□ Applicable √ Not applicable
Changes of main operation mode
□ Applicable √ Not applicable
2. Revenue
Note
In reporting period, operation income of the Company was RMB 464,987,527.80 with 4.47 percent down
y-o-y;income from main business amounting as RMB 451,551,057.76, 2.76 percent up y-o-y.
Income from physical sales larger than income from labors
√ Yes □ No
Increase/decrease
Industries Item Unit 2014 2013
y-o-y
Sales volume vehicle 2,026 2,090 -3.06%
Auto sales (vehicle)
Inventory vehicle 329 356 -7.58%
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) 22,628,050.30
Proportion in total annual sales volume for top five clients 4.87%
Information of top five clients of the Company
□ Applicable √ Not applicable
Other situation of main clients
□ Applicable √ Not applicable
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
3. Cost
Industry classification
In RMB
2014 2013
Industry
Item Ratio in operation Ratio in operation Y-o-y changes
classification Amount Amount
cost cost
Auto sales Auto products 305,567,651.81 78.47% 292,287,079.25 75.42% 4.54%
Auto inspection
and maintenance
Raw materials 36,668,260.73 9.42% 40,804,748.49 10.53% -10.14%
and accessories
sales
Property rental
Other 44,756,421.29 11.49% 45,485,024.13 11.74% -1.60%
and service
Product classification
In RMB
2014 2013
Product
Item Ratio in operation Ratio in operation Y-o-y changes
classification Amount Amount
cost cost
Auto sales Auto products 305,567,651.81 78.47% 292,287,079.25 75.42% 4.54%
Auto inspection
and maintenance
Raw materials 36,668,260.73 9.42% 40,804,748.49 10.53% -10.14%
and accessories
sales
Property rental
Other 44,756,421.29 11.49% 45,485,024.13 11.74% -1.60%
and service
Note
Operation cost for year of 2014 was RMB 389,423,619.69, a 0.48% growth y-o-y.
Main business cost was RMB 386, 992,333.83, a 2.22% up y-o-y.
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 300,258,088.93
Proportion in total annual purchase amount for top five
95.00%
suppliers
Information of top five suppliers of the Company
□ Applicable √ Not applicable
Other notes of main suppliers of the Company
□ Applicable √ Not applicable
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
4. Expenses
Item This Year Last Year Amount changed Ratio changed
Sales expenses 21,073,376.98 21,265,233.88 -191,856.90 -0.90%
Administrative expenses 43,509,348.15 43,294,086.57 215,261.58 0.50%
Financial expenses 17,771,137.44 17,364,050.91 407,086.53 2.34%
5. R&D expenses
Nil
6. Cash flow
In RMB
Item 2014 2013 Y-o-y changes
Subtotal of cash in-flow from
524,941,895.67 546,280,708.00 -3.91%
operation activity
Subtotal of cash out-flow from
518,727,188.82 548,910,342.80 -5.50%
operation activity
Net cash flow from operation
6,214,706.85 -2,629,634.80 -336.33%
activity
Subtotal of cash in-flow from
6,803,919.00 38,079,977.47 -82.13%
investment activity
Subtotal of cash out-flow from
103,733,506.30 41,251,674.42 151.46%
investment activity
Net cash flow from investment
-96,929,587.30 -3,171,696.95 2,956.08%
activity
Subtotal of cash in-flow from
505,529,894.01 162,083,399.98 211.89%
financing activity
Subtotal of cash out-flow from
397,936,251.56 148,257,159.60 168.41%
financing activity
Net cash flow from financing
107,593,642.45 13,826,240.38 678.18%
activity
Net increased amount of cash
16,879,221.55 8,020,916.71 110.44%
and cash equivalent
Reasons for y-o-y relevant data with over 30% changes
√Applicable □Not applicable
Item 2014 2013 Y-o-y changes Note
Net cash flow from 6,214,706.85 -2,629,634.80 -336.33% Unit price of the rent for leasing
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
operation activities business increased, than the
revenue from rental increased
Subtotal of cash 6,803,919.00 38,079,977.47 -82.13% There are major cash in-flow from
in-flow from real estate disposal at same period
investment activity of last year
Subtotal of cash 103,733,506.30 41,251,674.42 151.46% Continued investment for
in-flow from constuction in process of
investment activity Zhongtain Company
-96,929,587.30 -3,171,696.95 2956.08% Continued investment for
Net cash flow from
constuction in process of
investment factitive
Zhongtain Company
Subtotal of cash 505,529,894.01 162,083,399.98 211.89% New loans increased in the Period
in-flow from
financing activity
Subtotal of cash 397,936,251.56 148,257,159.60 168.41% Bank loans due paid back
out-flow from increased in the Period
financing activity
Net cash flow from 107,593,642.45 13,826,240.38 678.18% New bank loans increased in the
financing factitive Period
Net increased 16,879,221.55 8,020,916.71 110.44% Net cash flow from financing
amount of cash and activities increased
cash equivalent
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
Operating cost Gross profit ratio of operating of operating cost of gross profit
revenue
revenue y-o-y y-o-y ratio y-o-y
According to industries
Auto sales 309,927,524.30 305,567,651.81 1.41% 4.47% 4.54% -0.07%
Auto inspection
and maintenance
45,604,870.24 36,668,260.73 19.60% -13.59% -10.14% -3.09%
and accessories
sales
Property rental
96,018,663.22 44,756,421.29 53.39% 6.70% -1.60% 3.93%
and service
According to products
Auto sales 309,927,524.30 305,567,651.81 1.41% 4.47% 4.54% -0.07%
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
Auto inspection
and maintenance
45,604,870.24 36,668,260.73 19.60% -13.59% -10.14% -3.09%
and accessories
sales
Property rental
96,018,663.22 44,756,421.29 53.39% 6.70% -1.60% 3.93%
and service
According to region
Shenzhen 451,551,057.76 386,992,333.83 14.30% 2.75% 2.22% 0.45%
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
End of 2014 End of 2013
Ratio
Ratio in total Ratio in total Notes of major changes
Amount Amount changes
assets assets
Monetary fund 80,045,669.65 9.93% 69,898,791.56 9.95% -0.02%
Account
1,373,257.89 0.17% 5,016,738.78 0.71% -0.54%
receivable
Inventory 48,209,026.18 5.98% 62,826,365.70 8.95% -2.97%
Investment real
85,083,745.72 10.55% 88,422,673.91 12.59% -2.04%
estate
Long-term equity 211,270,265.8
26.20% 191,394,600.98 27.26% -1.06%
investment 0
142,849,121.7
Fix assets 17.72% 149,968,663.80 21.36% -3.64%
2
Construction in 122,551,469.9
15.20% 41,642,020.40 5.93% 9.27%
progress 7
2. Major changes of liability
In RMB
2014 2013
Ratio
Ratio in total Ratio in total Notes of major changes
Amount Amount changes
assets assets
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
Short-term loans 74,719,672.00 9.27% 110,969,952.93 15.80% -6.53%
178,597,550.5
Long-term loans 22.15% 131,000,000.00 18.66% 3.49%
5
3. Assets and liability measure by fair value
√ Applicable □Not applicable
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 1,480,168.80 -88,348.00 1,026,219.55 1,507,422.52
for sale
Total above 1,480,168.80 -88,348.00 1,026,219.55 1,507,422.52 0.00
Financial
0.00 0.00
liability
Whether measurement attributes for main assets of the Company in report period have major changes or not
□ Yes √No
4. Main overseas assets
□ Applicable √ Not applicable
V. Core competitive-ness analysis
Main business of the Company is transforming towards jewelry industry. Shenzhen is the main gathering place of
jewelry industry in China, and Shuibei is the core accumulation area for Shenzhen jewelry industry, the Company
possesses large numbers of properties in Shenzhen Shuibei area. The Tellus-Gem Golden Jewelry Industrial Park,
which has entered all-round construction period, is listed as one of the 11 pilot projects for historical industrial
estate transform in Shenzhen.The Company is the biggest property owner in the industrial park——Owning No. 2,
No. 3 properties through oneself or wholly-owned subsidiary; Two enterprises in which the Company shares their
profits with owe No. 7 and No. 8 properties respectively, of which, the Tellus Shuibei Jewelry Building,
constructed by holding enterprise of the Company Shenzhen Zhongtian Industrial Co., Ltd. starts successfully and
expected to complete at end of 2015.
The Company will be tight holds the historic opportunity of upgrading and transforming in gathering area of
Shuibei jewelry industry, running on platform of investment construction projects in industry park, bases on
self-owned property in Shuibei and jewelers resources, take differentiated competitive strategies, exploit deep
desires of relevant E-business and financial services center on jewelry market operation, providing all-round
high-end value added services, transforming to operational service providers for jewelry market, and eventually
18
深圳市特力(集团)股份有限公司 2014 年年度报告全文
build an interactive pattern of three business as jewelry market operation, e-business and financial services. In the
same time, the Company will integrate all the resources of jewelry industry and take full advantage of the identity
of the listed state-owned enterprise,the biggest property owner in the industrial park to forge cloud
platforms ,which will cover the industrial park , influence Shuibei area.Basing on the data mining, the Company
will provide services including E-business, financial services and so on.Moreover,extending its jewelry cultural
reach , buliding brands and constructing a biosphere combined online and offline communication.
VI. Investment analysis
1. Equity investment outside
(1) Investment outside
□ Applicable √ Not applicable
The Company had no investment outside in the period.
(2) Holding the equity of financial enterprise
□ Applicable √ Not applicable
The company had not held the equity of financial enterprise in the reporting period-end.
(3) Securities investment
□ Applicable √ Not applicable
The company had no securities investment in the reporting period.
(4)Explanation on equity of other listed company held
√ Applicable □Not applicable
At the begin of the report 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 available for sales; During the reporting period, the Company sold above shares on 30 July
2014, generating revenue RMB 1,141,821.27.
2. Trust financing, derivative investment and entrusted loans
(1) Trust financing
□ Applicable √ Not applicable
The company had no trust financing in the reporting period.
(2) Derivative investment
□ Applicable √ Not applicable
The company had no derivative investment in the reporting period.
19
深圳市特力(集团)股份有限公司 2014 年年度报告全文
(3) Entrusted loans
□ Applicable √ Not applicable
The company had no entrusted loans in the reporting period.
3. Application of raised proceeds
□ Applicable √ Not applicable
The company had no application of raised proceeds in the reporting period.
4. Main subsidiaries and stock-jointly companies
√ Applicable □Not applicable
Particular about main subsidiaries and stock-jointly companies
In RMB
Main
Company Register Operating Operating
Type Industries products or Total assets Net Assets Net profit
name capital revenue profit
service
Shenzhen
Auto Sales of
RMB 58.96 284,275,31 232,886,22 18,368,986. 13,479,776. 12,605,339.
Industry Subsidiary Business auto and
million 0.23 0.77 76 68 64
and Trade accessories
Corporation
Shenzhen Auto
SD Huari maintenanc
Automobile Service e and US$ 5 74,501,252. 32,835,676. 36,919,863. -9,543,698. -9,284,184.
Subsidiary
Enterprise industry production million 66 76 80 04 53
Co. and sales of
Limited accessories
Shenzhen
Zhongtian Service Property RMB 7.25 200,692,74 20,834,748. 1,073,420.1
Subsidiary 756,077.58 567,535.32
Industrial industry rental million 3.68 47 3
Co., Ltd
Shenzhen
Huari
Toyota Sales of RMB 2 68,187,815. -8,003,742. 351,004,73 4,485,945.2 4,580,285.9
Subsidiary Business
Automobile automobile million 81 06 4.70 1 3
Sales Co.
Ltd
Shenzhen Manufactur
Xinyongton Service e of RMB 19.61 14,038,877. 1,592,678.7 3,641,177.2
Subsidiary 545,503.30 215,536.36
g Auto industry inspection million 67 8 0
Vehicle equipment
20
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Inspection for motor
Equipment vehicle
Co., Ltd.
Shenzhen
Tellus
Inspection
Xinyongton
Service and repair RMB 32.90 81,340,577. 43,610,424. 15,214,985.
g Subsidiary 87,315.12 82,599.32
industry of motor million 35 53 33
Automobile
vehicle
Developme
nt Co. Ltd
Shenzhen Real estate
SD Tellus Manufactur developme RMB 31.15 28,899,628. 11,870,795.
Subsidiary 0.00 -433,886.06 -433,886.06
Real Estate ing nt and million 49 84
Co., Ltd operation
Shenzhen
SD Tellus Property
Service RMB 28,569,772. 10,080,835. 39,338,317.
Property Subsidiary managemen 267,419.78 180,163.75
industry 7.05million 31 58 92
Managemen t
t Co., Ltd
Shenzhen
Tellus Real Trading
Service RMB 2 2,644,321.4 2,482,226.9
Estate Subsidiary agency of 325,547.00 -46,857.56 -38,027.52
industry million 5 7
Exchange real estate
Co. Ltd
Shenzhen
Sales of
Zung Fu
Stock jointly Service auto and RMB 30 347,608,10 220,607,53 1,422,380,4 49,763,300. 39,506,811.
Tellus Auto
company industry maintenanc million 2.00 6.00 99.00 00 00
Service Co.,
e
Ltd.
Manufactur
Shenzhen
e and
Dongfeng Stock jointly Manufactur RMB 100 652,391,45 160,735,70 511,498,36 15,042,560. 44,937,693.
maintenanc
Automobile company ing million 4.57 5.45 6.88 82 08
e of
Co., Ltd.
automobile
Shenzhen
Xinglong Process of RMB
Stock jointly Manufactur 266,555,56 64,979,136.
Machinery mould and 60.6333
company ing 0.58 82
Module exportation million
Co., Ltd.
Notes of main subsidiaries and stock-jointly companies
Particular about subsidiaries obtained or disposed in report period
□ Applicable √ Not applicable
21
深圳市特力(集团)股份有限公司 2014 年年度报告全文
5. Major projects invested by non-raised fund
√ Applicable □Not applicable
In ten thousand Yuan
Accumulated
Disclosure
Total Invested in this fund actually Disclosure date
Project Progress Project benefit index (if
investment year till end of this (if applicable)
applicable)
period
Found more in
“Investment
Abroad
Announcement
” No. 2013-004
released on
Securities
Tellus Shuibei
Times, Hong
Jewelry 41,364 10,752 17,523 42.36% 2013-01-09
Kong
Building
Commercial
Daily and
Juchao Website
(http://www.cni
nfo.com.cn)
dated 9 January
2013
Total 41,364 10,752 17,523 -- -- -- --
VII. Estimated performance for year of 2015 (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
warning of its material change compared with the corresponding period of the last year and explanation on reason
□ Applicable √ Not applicable
VIII. Special purpose vehicle controlled by the Company
□ Applicable √ Not applicable
IX. Prospect for future development of the Company
(I) Development trend of the industry for the Company
International and domestic economic still stable and weak in 2014, the country is in a way of structural adjustment,
the pressure of economic downturn is still there. Automobile and property management industry competition
intensifies suffer by antitrust law, vender Business Policy and minimum wages soaring respectively. Automobile
sales market is in grave difficulties with dramatically down in profit, competition comes more and more fierce,
22
深圳市特力(集团)股份有限公司 2014 年年度报告全文
sales of auto shows a situation of industry-wide losses, especially the car purchase quota policy issued by
Shenzhen Municipal Government in 2015, which have severely affected the auto-sales enterprise in Shenzhen;
Market of property leasing realizes maximum profits and has remarkable promotion in the revenue by the
market-driven bidding mechanism.
To sum up, the Companys self-supporting traditional automobile business and property management no longer
has the sustainable development prospect, only to succeed in transformation to survival and develop.
(II) Development strategy and main mission measures
The Company will around the business model transformation and development, focus on operation of Tellus
Shuibei Jewelry Industry Park and comprehensive supporting services; based on main business of development &
operation of jewelry industry park and comprehensive supporting services, make the most of market resources and
groups resources, arranging industry chain of the jewelry business, defined business model for the operation of
jewelry industry park, satisfied necessary of customer and create a brand value for Tellus.
The Company unified provisioning by means of unity controlling & management, strengthen management,
increasing revenue and reducing costs, guarantee a successful accomplishment for operation task in the whole
year. Intensify resource asset management, well-done in planning and packaging, achieved more market-oriented
for the leasing price and improve operation benefit for property; accelerate process of marketalization for the
property enterprise, strive to obtained management right of the property of the Shuibei Jewelry Industry Park,
explore the management mode of the property for a professional industrial park; enhance management and control
for corporate structure, supporting favorable operation within the enterprise; act according to stable, orderly and
as soon as possible principle, completes the business exit for part of the automobile enterprise.
The Company will promptly promote the strategic target of making the transition to jewellery industry integrated
service operator. Looking for companys in jewelry specialized market, E-business and financial services through
various ways,which conformed to the Companys strategic target and its own developing characteristics, to realize
the goal of becoming a bigger and stronger enterprise via mergers and acquisitions.
In order to improve the governance structure of listed companies, establish a high-class managers and key
employee constraint and incentive mechanism ,supported by controlling shareholders,the Company will actively
promote research in long-term encouragement scheme of the stock option according to CSRCs document of
shares of listed companies' incentive management approach and the Guidelines for the establishment of employ
stock ownership plan of listed companies.
(III) Capital requirement in way of development
The Company completed private placement in March 2015 and fund-raising has fully funded. In 2015, as for
the funds needed in key projects construction and new business development, on the one hand, the Company will
strictly follow utilization plan of the fund-raising, invested fund-raising in investment projects, guarantee a stable
promotion of the fund-raising investment project on schedule.
The Company will promptly promote the construction of the No.3 properties in the Tellus-Gem Golden Jewelry
Industrial Park. Depending on its own situation, The Company will take full evaluation in bank loaning and
capital marketer financing to raise construction fund.On the other hand, combined with endurance of the
enterprise and short, medium and long-term interest of the Company, actively explore and research more
financing plans with low-costs, and providing more stable capital for business development of the Company.
(IV) Risks probably confronted
The market is subject to fierce competition and under the trend of slowing growth, automobile consumption
market in Shenzhen is showing a negative growth, oversupply situation is apparent, especially suffer by car
purchase quota policy of Shenzhen in 2015, the entry level model and brand main with self-owned brand will
23
深圳市特力(集团)股份有限公司 2014 年年度报告全文
gradually shrink, middle-level brand will be squeezed; and the FYMS, operates by the Company belongs to
middle-level brands, and mainly sales the small-displacement entry level model, therefore, sales of automobile
and service business will be influenced greatly, the Company in 2015 shows a certain risk in operation.
In face of all these risks, on the one hand, the Company will formulated plan of orderly exit market of auto sales,
act according to stable, orderly and as soon as possible principle, completes the business exit for part of the
automobile enterprise; on the other hand, under the help of business mode transformation and development, turns
attentions to operation of Tellus Shuibei Jewelry Industry Park and comprehensive supporting services, and
sparing no effort in transforming to operational service providers for jewelry market.
X. Explanation from the Board and Supervisory Committee for “Qualified Opinion” that
issued by CPA
□ Applicable √ Not applicable
XI. Comparing with last year’s financial report, explain changes in aspect of accounting
policy, accounting estimates and calculation measures
√ Applicable □Not applicable
Accounting policy changed due to new accounting standards implemented
At the beginning of 2014, Ministry of Finance issued the followed rules Cai Kuai [2014] No. 6; No.8; No.10;
No.11; No.14 and No.16, that is "Accounting Standards for Business Enterprises No. 39 - Fair Value
Measurements ", " Accounting Standards for Business Enterprises No. 30 - Presentation of Financial Statements
"(2014 Revised), "Accounting Standards for Business Enterprises No. 9 - Employee Remuneration(2014
Revised)", " Accounting Standards for Business Enterprises No. 33 - Consolidated Financial Statements "(2014
Revised), "Accounting Standards for Business Enterprises No. 40 - Joint Venture Arrangement", "Accounting
Standards for Business Enterprises No. 2 - Long-term Equity Investments(2014 Revised)" and "Accounting
Standards for Business Enterprises No. 41 - Disclosure of Interests in Other Entities", and requires all the
enterprises implementing the accounting standards to execute since July 1, 2014. Meanwhile, the Ministry of
Finance issued the Cai Kuai [2014] No.23 "Accounting Standards for Business Enterprises No. 37 - Presentation
of Financial Instruments (2014 Revised)"(“Presentation of Financial Instruments” for short), which requires the
enterprises implementing the accounting standards to present the financial instruments in the financial reports of
2014 and the subsequent periods in accordance with the requirements of the accounting standards.
Being deliberated and approved by 10th meeting of 7th session of the Board dated 24 October 2014, the Company
executed the above mentioned 7 new or revised accounting standards except the Presentation of Financial
Instruments since 1 July 2014, and started executing the Presentation of Financial Instruments in preparing the
annual financial repot of 2014. And impart on items and amount of current and previous financial statements are
as due to the adjustment for standards engagement:
Standards Changes of accounting policy and impacts on the Amount impact on relevant financial statement
Company dated 1 January 2014/ for year of 2013
Items Amount impact
Increase +/decrease -
Accounting Before “Accounting Standards for Business Financial assets +10,478,985.77
Standards for Enterprises No. 2 - Long-term Equity available for sale
Business Enterprises Investments(2014 Revised)” executed, as for the Long-term equity -10,478,985.77
24
深圳市特力(集团)股份有限公司 2014 年年度报告全文
No. 2 - Long-term equity investment of the invested entity without investment
Equity common controls or significant influence and which
Investments(2014 has no quota in an active price and with its fair value
Revised) can not be measured reliably, reckoned as long-term
equity investment by cost method. After “Accounting
Standards for Business Enterprises No. 2 - Long-term
Equity Investments(2014 Revised)” executed, as for
the equity investment of the invested entity without
common controls or significant influence and which
has no quota in an active price and with its fair value
can not be measured reliably, reckoned as financial
assets available for sale. The Company running an
accounting treatment for the change of policy on
retrospective application.
Accounting Before “Accounting Standards for Business Deferred income tax +1,182,022.18
Standards for Enterprises No. 9 - Employee Remuneration (2014 assets
Business Enterprises Revised)” executed, as for the after-service welfare for Long-term +10,297,200.34
No. 9 - Employee the emeritus and retired, the Company reckoned into remuneration
Remuneration current gains/losses while the account actually payables
occurred. After “Accounting Standards for Business
Minority interest -134,191.68
Enterprises No. 9 - Employee Remuneration (2014
-8,980,986.48
Revised)” executed, as for the after-service welfare for Retained profit
the emeritus and retired, found more in NoteIV. 21. Administration -933,886.44
The Company running an accounting treatment for the expenses
change of policy on retrospective application.
Financial expenses +580,459.20
Opening retained -9,266,211.45
profit
XII. Particular about major accounting errors correction that needs retroactive re-statement
in reporting period
□ Applicable √ Not applicable
No particular about major accounting errors correction that needs retroactive re-statement for the Company in the reporting.
XIII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
□ Applicable √ Not applicable
No changes in consolidation statements scope for the Company in the reporting.
XIV. Profit and dividend distribution
Formulation, Implementation and Adjustment of Profit Distribution Policy Especially Cash Dividend policy during the Reporting
25
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Period
√ Applicable □Not applicable
On 3 June 2014, the relevant proposals of Amendment of Article of Association have deliberated and approved
by 4th extraordinary general meeting of 2014. Pursuit to relevant regulations of “Regulatory Guidelines of Listed
Companies No. 3 – Cash Bonus of Listed Companies” and combine with real condition, the Company revised
relevant clauses with profit distribution concerned, and futher defined relevant policies of cash bonus.
In accordance with “Annoucement on Futher Implement Cash Bonus for Listed Companies” and relevant
requirement of “Regulatory Guidelines of Listed Companies No. 3 – Cash Bonus of Listed Companies”, the
Company formulated a “Proposal of Shareholders Returns Plan for the Next Three-Year (Y2014-Y2016)”,
well-regulated specific return plans for the year from 2014 to 2016. and the proposal has been deliberated and
approved by 4th extraordinary general meeting of 2014. except for satifying profit distribution defined in new
resided Article of Association, the shareholders return proposed that from 2014 to 2016, profit of the Company
shall firstly making up the annual losses of previous years; after losses of previous years are remedied, on the
premise of such earnings and cash flow satisfy normal operation and long-term development of the Company, an
active profit distribution plan shall be implemented by the Company, formulation period and relevant
decision-making mechanism on shareholders returns are well-defined in the returning plans.
Special explanation on cash bonus policy
Meet regulation of Article of Association or requirement from
Y
resolution of General Meeting: (Y/N)
Bonus standards and proportion is well-defined and clear: (Y/N) Y
Relevant decision-making procedures and mechanism is
Y
completed (Y/N)
Independent director make a conscientious effort and play a due
Y
role (Y/N):
Minority shareholders have opportunity to fully express their
views and demands, and their legal interest are under good Y
protection (Y/N):
As for those cash bonus policy with adjustment or changed
concerned, condition and procedures are regulated and Y
transparency (Y/N):
Profit distribution plan and capitalizing of common reserves plan in latest three years (including the reporting period)
The accumulated retained profit ended as 2012, 2013 and 2014 counted as -47.2915 million Yuan，-49.3717
million Yuan and -39.0265 million Yuan respectively. The Company has no profit distribution and cash bonus
in latest three years due to the profit available for distribution to shareholders for year of 2012, 2013 and 2014 is
lack of requriments with negative numbers.
Cash dividend in latest three years
In RMB
Net profit Ratio in net profit Proportion of the
Year for bonus Amount for cash Amount reckoned
amount reckoned
attributable to attributable to into cash bonus from
shares bonus (tax included) into cash bonus from
shareholders of shareholders of cash repurchase
cash repurchase
26
深圳市特力(集团)股份有限公司 2014 年年度报告全文
listed company in listed company
consolidation contained in
statement for bonus consolidation
year statement
2014 0.00 10,345,217.67 0.00% 0.00 0.00%
2013 0.00 7,185,944.01 0.00% 0.00 0.00%
2012 0.00 7,426,919.72 0.00% 0.00 0.00%
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
XV. Profit distribution plan and capitalizing of common reserves plan for the Period
□ Applicable √ Not applicable
The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either for
the year
XVI. Social responsibility
□ Applicable √ Not applicable
XVII. In the report period, reception of research, communication and interview
√ Applicable □Not applicable
Contents discussed and
Time Place Way Type Reception
material provided
History and evolution of the
Company, industry
structure and business
development; general
condition of the foreign
investment projects that
disclosed in recent years;
and automobile business
Small shareholder
2014-03-03 The Company Field research Personal development. Files
Guo Haiying
provided including: annual
report of 2012; Resolution
Notice of the Board
(2013-002); Notice of
Foreign Investment
(2013-003) and Notice of
Foreign Investment
(2013-004)
Reception (times) 1
27
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Number of hospitality 0
Number of individual reception 1
Number of other reception 0
Disclosed, released or let out major undisclosed
Un-documented major information are not disclosed, released or reveal
information
28
深圳市特力(集团)股份有限公司 2014 年年度报告全文
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. Non-operational fund occupation from controlling shareholders and its related party
□ Applicable √ Not applicable
No non-operational fund occupation from controlling shareholders and its related party in period.
IV. Bankruptcy reorganization
□ Applicable √ Not applicable
No bankruptcy reorganization for the Company in reporting period
V. Assets transaction
1. Purchase of assets
□ Applicable √ Not applicable
No purchase of assets for the Company in reporting period
2. Assets sold
□ Applicable √ Not applicable
No assets sold for the Company in reporting period
3. Enterprise merger
□ Applicable √ Not applicable
No enterprise merger for the Company in reporting period
VI. Implementation and its influence of equity incentive plan
□ Applicable √ Not applicable
No implementation of equity incentive plan for the Company in reporting period
29
深圳市特力(集团)股份有限公司 2014 年年度报告全文
VII. Material related transactions
1. Related transaction with daily operation concerned
□ Applicable √ Not applicable
No related transaction with daily operation concerned for the Company in reporting period
2. Related transactions by assets acquisition and sold
□ Applicable √ Not applicable
No related transactions by assets acquisition and sold for the Company in reporting period
3. Main related transactions of mutual investment outside
□ Applicable √ Not applicable
No main related transactions of mutual investment outside for the Company in reporting period
4. Contact of related credit and debt
√ Applicable □Not applicable
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 5,386 592 5,978
CO., LTD. company account
party
Debts payable
SHENZHEN SDG Parent Short-term
to related No 1,895 -3 1,892
CO., LTD. company loans
party
5. Other related transactions
□ Applicable √ Not applicable
No other related transactions for the Company in reporting period
30
深圳市特力(集团)股份有限公司 2014 年年度报告全文
VIII. Major contract and implantation
1. Trusteeship, contract and leasing
(1) Trusteeship
□ Applicable √ Not applicable
No trusteeship for the Company in reporting period
(2) Contract
□ Applicable √ Not applicable
No contract for the Company in reporting period
(3) Leasing
□ Applicable √ Not applicable
No leasing for the Company in reporting period
2. Guarantee
√ Applicable □Not applicable
In ten thousand Yuan
Particulars about the external guarantee of the Company (Barring the guarantee for subsidiaries)
Related Actual date of
Guarante
Announcem happening Complete
Name of the Guarantee Actual Guarantee Guarantee e for
ent (Date of implemen
Company guaranteed limit guarantee limit type term related
disclosure signing tation
party
date agreement)
Two years
since the
expired date
Shenzhen Huari when debtor
Toyota Auto-Sales 2014-03-17 4,900 2014-06-26 4,900 Pledged of the main No Yes
Service Co., Ltd. contract
completed
debt
maturities
Shenzhen Huari
Toyota Auto-Sales 2014-03-17 1,800 2014-10-13 1,800 Pledged 2015-10-13 No Yes
Service Co., Ltd.
Total actual occurred external
Total approving external
6,700 guarantee in report period 6,700
guarantee in report period (A1)
(A2)
Total actual balance of
Total approved external guarantee
6,700 external guarantee at the end 6,700
at the end of report period ( A3)
of report period (A4)
Guarantee of the Company for the subsidiaries
31
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Related Actual date of
Guarante
Announcem happening Complete
Name of the Guarantee Actual Guarantee Guarantee e for
ent (Date of implemen
Company guaranteed limit guarantee limit type term related
disclosure signing tation
party
date agreement)
To the expire
Shenzhen Zung Fu
date of joint
Tellus Auto Service 2014-09-30 3,500 2007-04-17 3,500 Pledged No Yes
venture
Co., Ltd.
contract
Shenzhen Zhongtian Joint liability 2014-6-24 to
2014-05-07 30,000 2014-06-24 30,000 No No
Industrial Co., Ltd. guaranty 2024-6-23
Shenzhen Zhongtian General To
2014-03-17 4,140 4,140 No No
Industrial Co., Ltd. guarantee 2016-6-25
Shenzhen Auto
Industry and Trade 2014-04-24 6,000 2013-11-06 6,000 Pledged 2014-11-5 Yes No
Corporation
Shenzhen Auto
General
Industry and Trade 2014-08-20 1,000 2014-09-16 1,000 2015-9-16 No No
guarantee
Corporation
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in 44,640 44,640
subsidiaries in report period
report period (B1)
(B2)
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 44,640 38,640
the end of reporting period
end of reporting period (B3)
(B4)
Total amount of guarantee of the Company( total two abovementioned guarantee)
Total amount of approving Total amount of actual
guarantee in report period 51,340 occurred guarantee in report 51,340
(A1+B1) period (A2+B2)
Total amount of approved Total balance of actual
guarantee at the end of report 51,340 guarantee at the end of report 45,340
period (A3+B3) period (A4+B4)
The proportion of the total amount of actually guarantee in the
236.29%
net assets of the Company(A4+ B4)
Including:
Amount of guarantee for shareholders, actual controller and its
0
related parties(C)
The debts guarantee amount provided for the guaranteed parties
40,840
whose assets-liability ratio exceed 70% directly or indirectly(D)
Explanations on possibly bearing joint and several liquidating
N/A
responsibilities for undue guarantees (if applicable)
Explanation on guarantee with composite way
32
深圳市特力(集团)股份有限公司 2014 年年度报告全文
(1) Guarantee provided against regulations
□ Applicable √ Not applicable
No guarantee outside against the regulation in Period
3. Other material contracts
√ Applicable □Not applicable
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
) )
Project
Shenzhen Shenzhen fund
Zhongtian In-Long 2014-02- Market 40.04
27,595 No
Industrial Jian An 19 pricing million
Co., Ltd. Co., Ltd. Yuan
have paid
Shanghai
Underwrit No
Shenzhen ing and money
Tellus Recomme 2014-06- Market paid
1,030 No
Holding ndation 20 pricing during
Co., Ltd Branch of the
Huaxi Period
Securities
4. Other material transaction
□ Applicable √ Not applicable
No other material transactions for the Company in reporting period
IX. 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.
√ Applicable □Not applicable
Commitment Commitment
Commitments Accepter Contents Implementation
time period
33
深圳市特力(集团)股份有限公司 2014 年年度报告全文
(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.
(2) Apart from the above-mentioned statutory
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
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
Commitments for
compensate other shareholders for their losses suffered
Share Merger SDG 2005-12-25 Long-term Implementing
thereafter”.
Reform
(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
34
深圳市特力(集团)股份有限公司 2014 年年度报告全文
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.
SDG, the controlling shareholder of the Company, made
a special commitment of incentive mechanism in Share
Merger Reform. After that SASAC and Ministry of
Finance jointly issued a “Trial Approach of Equity
Incentive for State-Owned Listed Companies”, and
CSRC issued the “Incentive Management on Shares of
Listed Companies (Trial)”, after comparison, the above
mentioned commitments made by SDG are out of the
relevant regulations and requirement, relevant
commitments are not implemented as a result. On 26
SDG 2014-06-26 2016-6-30 Implementing
June 2014, the Company actively communicating with
SDG, and promised that on the premise of subjecting to
applicable laws and regulations and supervision
requirements, continues to support the Company
promote a long-term incentive plan as soon as possible
in stead of the commitments made in share merger
reform, and complete the long-term incentive plan
before 30 June 2016. At that time, the long-term
incentive plan shall be implemented after submit for
deliberation in General Meeting
Commitments in
report of
acquisition or
equity change
Commitments in
assets replacement
Commitments make
in Initial public
offering or
re-financing
35
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Other commitments
for minority
shareholders
Commitment
Y
completed on time
Detail reasons for
un-complement and
N/A
further plan (if
applicable)
2. Concerning assts or project of the Company, which has profit forecast, and reporting period still in
forecasting period, explain reasons of reaching the original profit forecast
□ Applicable √ Not applicable
X. 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
1
accounting firm
Name of domestic CPA Yuan Longping, Qin Changming
Whether re-appointed accounting firms in this period or not
□ Yes √No
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.
The Company engaged Huaxi Securities Co., Ltd. as the sponsor due to private placement in the Period, sponsor
fee amounting as 2 million Yuan.
XI. Explanation from Supervisory Committee and Independent Directors (if applicable) for
“Qualified Opinion” from the CPA
□ Applicable √ Not applicable
XII. Penalty and rectification
□ Applicable √ Not applicable
No penalty and rectification for the Company in reporting period.
36
深圳市特力(集团)股份有限公司 2014 年年度报告全文
XIII. Particular about suspended and delisting after annual report disclosed
□ Applicable √ Not applicable
XIV. Explanation on other significant events
□ Applicable √ Not applicable
No explanation on other significant events for the Company in reporting period.
XV. Significant event of subsidiary of the Company
□ Applicable √ Not applicable
XVI. Issuance of corporate bonds
□ Applicable √ Not applicable
37
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in shares
1. 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 100.00% 100.00%
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
2. Changes of restricted shares
□ Applicable √ Not applicable
38
深圳市特力(集团)股份有限公司 2014 年年度报告全文
II. Securities issue and listing
1. Previous security offering in latest three years at period-end
□ Applicable √ Not applicable
2. Changes of total shares and shareholders structure as well as explanation on changes of assets and
liability structure
□ Applicable √ Not applicable
3. Existing internal staff shares
□ Applicable √ Not applicable
III. Shareholders and actual controller
1. Number of shareholders of the Company and share-holding
In Share
Total preference
Total common shareholders with
Total common shareholders at end voting rights
th
shareholders in 14,065 of the 5 trading day 14,395 recovered at end of 0
reporting period-end before annual report reporting period (if
disclosed applicable) (found in
note8)
Shareholding of shareholders with over 5 percent shares hold and top 10 shareholders
Total Number of shares pledged/frozen
Amount
sharehold Amount of
Proportio Changes of
Full name of Nature of n of ers at unrestricte
in report restricted
Shareholders shareholder shares the end of d shares State of share Amount
held period shares
report held
held
period
SHENZHEN State-owned 145,870,5 14,587,05 131,283,5
66.22%
SDG CO., LTD. corporation 60 6 04
CCB- Morgan
Stanley Huaxin
Factor Selected Other 0.72% 1,582,648 1,582,648
Strategy Stock
Investment Fund
FISRT Foreign
0.48% 1,063,845 1,063,845
SHANGHAI corporation
39
深圳市特力(集团)股份有限公司 2014 年年度报告全文
SECURITIES
LTD.
Domestic nature
Ma Ning 0.43% 940,000 940,000
person
Guoyuan
Securities Foreign
0.40% 891,582 891,582
Brokerage (Hong corporation
Kong) Co., Ltd.
Domestic nature
Jiang Youhua 0.39% 853,638 853,638
person
Domestic nature
Du Shuangxiu 0.32% 700,297 700,297
person
National Council
for Social
Other 0.25% 548,901 548,901
Security
Fund-408
Domestic nature
Ling Fengyuan 0.24% 520,358 520,358
person
Domestic nature
Wang Jianguang 0.21% 470,594 470,594
person
Strategy investors or general
corporation comes top 10
N/A
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
Type of shares
Shareholders name Amount of unrestricted shares held at end of Period
Type Amount
RMB ordinary
SHENZHEN SDG CO., LTD. 131,283,504
shares
CCB- Morgan Stanley Huaxin Factor
RMB ordinary
Selected Strategy Stock Investment 1,582,648
shares
Fund
FISRT SHANGHAI SECURITIES Domestically
1,063,845
LTD. listed foreign
40
深圳市特力(集团)股份有限公司 2014 年年度报告全文
shares
RMB ordinary
Ma Ning 940,000
shares
Domestically
Guoyuan Securities Brokerage (Hong
891,582 listed foreign
Kong) Co., Ltd.
shares
RMB ordinary
Jiang Youhua 853,638
shares
RMB ordinary
Du Shuangxiu 700,297
shares
National Council for Social Security RMB ordinary
548,901
Fund-408 shares
Domestically
Ling Fengyuan 520,358 listed foreign
shares
Domestically
Wang Jianguang 470,594 listed foreign
shares
Among the top ten shareholders, there exists no associated relationship between the
Expiation on associated relationship
state-owned legal persons shareholders Shenzhen SDG Co., Ltd and other shareholders, and
or consistent actors within the top 10
they do not belong to the consistent actionist regulated by the Management Measure of
un-restrict shareholders and between
Information Disclosure on Change of Shareholding for Listed Companies. For the other
top 10 un-restrict shareholders and
shareholders of circulation share, the Company is unknown whether they belong to the
top 10 shareholders
consistent actionist.
Explanation on shareholders
involving margin business about top
ten common shareholders with N/A
un-restrict shares held(if applicable)
(see note4)
Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement
dealing in reporting period
□ Yes √ No
The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back
agreement dealing in reporting period.
2. Controlling shareholder of the Company
Corporation
Legal rep./person
Controlling shareholder Date established Organization code Register capital Main business
in charge of unit
41
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Development and
operation of real estate;
domestic business,
material supply and
marketing industry
(excluding monopolized
commodity and
commodity under
special government
SHENZHEN SDG CO.,
Zhang Junlin 1982-06-20 192194195 RMB 1,582,820,000 control); economic
LTD.
information(excluding
restricted projects);
import & export
business; industrial
transportation, tourism,
financial trust, issue
securities (license shall
required for the above
mentioned business)
During the “twelve-five” period, the Group took the high-end travel and characteristic real estate as the
leading industry, optical communications as pillar industry, in line with the principle of “integration of
resource optimization, improvement of strategy transformation and development of industry leaping”,
playing the resources advantage totally, developed optical communications steady by combining industry
Future development
operation and capital operation closely; energetically develop high-end tourism and characteristic real
strategy
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.
Operation result, In 2014, SDG continues to maintain a stable growth in operation, achieved operation revenue of RMB
financial status, cash 4.73 billion for the whole year, 19.7 percent up over same period of last year; total profit amounting as
flow etc. RMB 890 million with 27.1 percent up year-on-year.
Equity of other
foreign/domestic listed
company that controlled Except for the equity of the Company hold by SDG, 46.58 percent equity of Shenzhen SDG Information
by and have joint-stock Co., Ltd. (short form”SDGI”, code: 000070) were held by SDG; and holds 1.31 percent equity of Sichuan
from controlling Jinlu Group Co., Ltd. (short form”Jinlu Group”, code: 000510)
shareholder in reporting
period
Changes of controlling shareholder in reporting period
□ Applicable √ Not applicable
No changes of controlling shareholder for the Company in reporting period
42
深圳市特力(集团)股份有限公司 2014 年年度报告全文
3. Actual controller of the Company
Corporation
Legal rep./person Date Organization
Actual controller Register capital Main business
in charge of unit established code
Shenzhen Municipal
Peoples Government
State-owned Assets
Zhang Xiaoli 2003-07-30 K31728067 Not applicable Not applicable
Supervision and
Administration
Commission
Future development
Not applicable
strategy
Operation results,
financial status and cash Not applicable
flow etc.
Equity of other
foreign/domestic listed
company that controlled Not applicable
by actual controller in
reporting period
Changes of actual controllers reporting period
□ Applicable √ Not applicable
No changes of actual controllers for the Company in reporting period
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
100%
Shenzhen Investment Holdings Co., Ltd.
43.3%
17.69%
Shenzhen SDG Co., Ltd.
66.22%
Shenzhen Tellus Holding Co., Ltd.
Actual controller controlling the Company by entrust or other assets management
43
深圳市特力(集团)股份有限公司 2014 年年度报告全文
□ Applicable √ Not applicable
4. Particulars about other legal person shareholders with over 10% shares held
□ Applicable √ Not applicable
IV. Share holding increasing plan proposed or implemented in reporting period from
shareholder of the Company and its concerted action person
□ Applicable √ Not applicable
As far as the Company known, there are no shareholders of the Company and their concerted action people propose or implement
overweight in the Period.
44
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Section VII. Preferred Stock
□ Applicable √ Not applicable
The Company had no preferred stock in the reporting.
45
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Section VIII. 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)
Currently 2014-04-0 2015-06-0
Lv Hang Chairman M 54
in office 9 5
Currently 2015-04-0 2015-06-0
Ding Hui GM M 42
in office 1 5
Chairman
of
Guan Currently 2012-06-0 2015-06-0
Supervisor M 61
Zhicai in office 6 5
y
Committee
Ren Deputy Currently 2012-06-0 2015-06-0
M 52
Yongjian GM in office 6 5
Yang Currently 2015-04-0 2015-06-0
CFO F 43
Jianping in office 1 5
Deputy Currently 2012-06-0 2015-06-0
Feng Yu M 48
GM in office 6 5
Yao Deputy Currently 2014-08-0 2015-06-0
M 52
Xiongbin GM in office 8 5
Deputy Currently 2015-04-0 2015-06-0
Li Ming M 53
GM in office 1 5
Wang Currently 2012-06-0 2015-06-0
Supervisor M 57
Guangye in office 6 5
Ke Currently 2012-06-0 2015-06-0
Supervisor F 47
Wensheng in office 6 5
Currently 2012-06-0 2015-06-0
Yu Lei Director F 47
in office 6 5
Jiang Currently 2013-03-2 2015-06-0
Director M 42
Hongjun in office 8 5
Li Miao Director Currently M 54 2014-05-1 2015-06-0
46
深圳市特力(集团)股份有限公司 2014 年年度报告全文
in office 6 5
Liu Independe Currently 2012-06-0 2015-06-0
F 61
Hongling nt Director in office 6 5
Independe Currently 2012-11-1 2015-06-0
Ji Huibin M 45
nt Director in office 4 5
Wei Independe Currently 2012-06-0 2015-06-0
M 43
Shaohui nt Director in office 6 5
Zhang Office 2012-06-0 2014-04-0
Chairman M 52
Ruili leaving 6 9
Director, Office 2012-06-0 2015-04-0
Luo Bojun M 53
GM leaving 6 1
Director, Office 2012-06-0 2015-04-0
Fu Bin M 53
CFO leaving 6 1
Zhang Office 2012-06-0 2014-04-2
Director M 56
Jianmin leaving 6 2
Standing
Office 2013-03-1 2014-04-0
Guo Jian deputy M 50
leaving 2 9
GM
Guo Deputy Office 2012-06-0 2014-06-3
M 50
Dongri GM leaving 6 0
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
Lv Hang He successively served as chairman, GM and deputy secretary of the general branch in Shenzhen SDG Xiaomeisha
Tourism Center; Director and GM of Shenzhen Tellus Holding Co., Ltd.; GM of Shenzhen SDG Property
Management Co., Ltd.; now he serves as chairman of the Company.
Ding Hui He successively served as GM and deputy chairman of Huali Company; chief of office of SDG and serves as GM of
the Company currently.
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) and Director of Shenzhen Tellus Gem Investment Co.,
Ltd.( joint-venture company of the Company).
Yang Jianping He successively served as GM of financial department of the Shenzhen SDG Information Co., Ltd.; now serves as
CFO of the Company
He ever took the Deputy General Manger of Shenzhen Xianke Real-estate Co., Ltd., Manager of Investment
Feng Yu
Department of China Sports Group Industry Co., Ltd.; Director to the Office of General Manger of Shenzhen SDG
47
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Co., Ltd; and Supervisor of the Company. Now, he acts as Deputy General Manager of the Company. Meanwhile, he
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).
Yao Xiongbin He successively served as southern regional business project manager of Agile Property Holdings Limited, GM of
Longgang CocoPark of the Shenzhen Galaxy Real Estate Operation Co., Ltd. and deputy GM of H.K. Nanhua
Group Wanhong Xinghui Commerce Limited, now he serves as deputy GM of the Company.
Li Ming He successively served as deputy GM of Shenzhen SDG Real Estate Co., Ltd. and serves as deputy GM of the
Company currently
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.
Li Miao He successively served as chief accountant and director assistant of the financial center of the HQ of Shenzhen
Press Group, and CFO of Jinfengfang Property Development Co., Ltd., now he serves as director and cfo of the
Shenzhen SDG Co., Ltd.,-controlling shareholder of the Company, and serves as supervisor of Shenzhen Investment
Holding Co., Ltd.
He served as teaching assistant in Jiangsu University, translator in Jiangsu Engineering Technology Institute,
director of foreign affair 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 deputy 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 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. and deputy GM of Pang Yuan Real Estate Development Co., Ltd. Now he works in Shenzhen
International Logistic Development Co., Ltd. and serves as 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 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
Guan Zhicai 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
General of the Board of Shenyang Jinbei Automotive Company Limited; Secretary of Party Committee and Deputy
48
深圳市特力(集团)股份有限公司 2014 年年度报告全文
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. Serves as staff supervisor, secretary of supervisory committee and
Zhang Xinliang
chief of the auditing supervision department of Shenzhen SDG, and supervisro of Shenzhen International Enterprise
Co., Ltd. and supervisor of the Company recently
He ever took the Business Deputy General Manage of HR Department of Shenzhen SDG Co., Ltd., Deputy Team
Leader in Work Team of Shenzhen Tefa Huatong Packaging Co., Ltd. and Deputy Minister of HR Department of
Fu Chunlong
Shenzhen SDG Co., Ltd.Now, he is the Deputy 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 Tellus Real
Estates Exchange Co., Ltd. (the controlling subsidiaries of the Company), Shenzhen SD Tellus Property
Management Co., Ltd. (the controlling subsidiaries of the Company), Shenzhen Telihang 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.
Post-holding in shareholders unit
√ Applicable □Not applicable
Receiving
Office term Office term
Name Name of shareholders units Position remuneration from
start from ended
shareholders units
Yu Lei SHENZHEN SDG CO., LTD. Deputy GM Y
Li Miao SHENZHEN SDG CO., LTD. CFO Y
Director of
Jiang Hongjun SHENZHEN SDG CO., LTD. Enterprise I Y
dept.
49
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Director of
audit &
Zhang Xinliang SHENZHEN SDG CO., LTD. Y
supervision
department
Director of
Fu Chunlong SHENZHEN SDG CO., LTD. H&R Y
department
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
Beijing Jimkai Sinocoms Appraisal Co.,
Liu Hongling Deputy GM Y
Ltd
Senior
Wei Shaohui Guangdong Shu Jun Law Firm Y
partner
Shenzhen International Logistic
Ji Huibin Y
Development Co., Ltd.
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
Lv Hang Chairman M 54 24.59 24.59
office
Currently in
Ding Hui GM M 42 0 0
office
Chairman of
Currently in
Guan Zhicai supervisory M 61 62.96 62.96
office
committee
Ren Yongjian Deputy GM M 52 Currently in 56.2 56.2
50
深圳市特力(集团)股份有限公司 2014 年年度报告全文
office
Currently in
Yang Jianping CFO F 43 0 0
office
Currently in
Feng Yu Deputy GM M 48 56.2 56.2
office
Currently in
Yao Xiongbin Deputy GM M 52 20.59 20.59
office
Currently in
Li Ming Deputy GM M 53 0 0
office
Currently in
Wang Guangye Supervisor M 57 28.33 28.33
office
Currently in
Ke Wensheng Supervisor F 47 27.37 27.37
office
Independent Currently in
Liu Hongling F 61 5 5
Director office
Independent Currently in
Ji Huibin M 45 5 5
Director office
Independent Currently in
Wei Shaohui M 43 5 5
Director office
Zhang Ruili Chairman M 52 Office leaving 48.8 48.8
Luo Bojun Director, GM M 53 Office leaving 69.66 69.66
Fu Bin Director, CFO M 53 Office leaving 59.22 59.22
Standing
Guo Jian M 50 Office leaving 31.63 31.63
deputy GM
Guo Dongri Deputy GM M 50 Office leaving 40.1 40.1
Total -- -- -- -- 540.65 0 540.65
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
Lv Hang Chairman Be elected 2014-04-09 Nominated by largest shareholder
Li Miao Director Be elected 2014-05-16 Nominated by largest shareholder
Yao Xiongbin Deputy GM Engagement 2014-08-08 Nominated by GM of the Company
Zhang Ruili Chairman Office leaving 2014-06-05 Change of work
Zhang Jianmin Director Office leaving 2014-05-16 Change of work
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
Standing deputy
Guo Jian Office leaving 2014-04-09 Change of work
GM
Deputy GM,
Guo Dongri secretary of the Office leaving 2014-06-30 Change of work
Board
V. Changes of core technology team or key technicians in reporting period (not including
directors, supervisors and senior executives)
Not applicable
VI. Employees of the Company
Employee in-post 527
Retired employees expenses borne by the 236
Company
Professional composition
Administration staff (management) 73
Financial staff 48
Technician 98
Sales personnel 41
Production personnel 139
Others 128
Total 527
Educational background
Master 14
Bachelor degree 73
Junior college 117
Technical secondary school 55
Other 268
Total 527
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
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
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.
53
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Section IX. 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 requirement 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
1. 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 6 November 2014, the Company organized 30 man-time in total of directors, supervisors, senior executives
and relevant employees participate in the Second Warning Education Fair of Insider Dealing held by Shenzhen
Securities Regulatory Bureau, strengthen the consciousness of discipline bewteen the directors, supervisors, senior
executives and relevant employees, enhance prevention and controlling of the insider dealing.
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 great attention to standardization of insider information management. In order to
54
深圳市特力(集团)股份有限公司 2014 年年度报告全文
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 2014, 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
Session
Date of
of Date Name of meeting motion Situation Index of disclosure
disclosure
meeting
Deliberated the follow proposals as “Work Report
of the Board for year of 2013”; “Work Report of
Supervisory Committee for year of 2013”; ”Annual
Report of 2013” and “Summary”(Chinese and “Resolution Notice of Annual
Annual English Version); ”Profit Distribution Plan for year General Meeting of 2013” (No.:
General of 2013”; “Financial Result Report of 2013”; 2013-028) published on
2014-05-15 Passed 2014-05-16
Meeting “Financial Budget for year of 2014”; “Engagement Securities Times, Hong Kong
of 2013 of Audit Institution for year of 2014”; “Engagement Commercial Daily and Juchao
of Audit Institution for Internal Control of 2014”; Website (www.cninfo.com.cn)
Augment the director for the Company – Mr. Li
Miao; Guarantee provide for Credit to Auto Industry
and Trade Co.,
2. Extraordinary general meeting in the report period
Session of Date of
Date Name of meeting motion Situation Index of disclosure
meeting disclosure
“Resolution Notice of First
First Deliberated the follow: “Auditing Organ
Extraordinary General Meeting of
Extraordinary Changed for year of 2013”; “Shenzhen Auto
2014” (No.: 2014-001) published
General 2014-01-17 Industry and Trade Co., give up the Passed 2014-01-18
on Securities Times, Hong Kong
Meeting of Pre-emptive Right of 75% equity of Shenzhen
Commercial Daily and Juchao
2014 Dongfeng Automobile Co., Ltd. ”
Website (www.cninfo.com.cn)
Second Deliberated the follow proposals: Counter “Resolution Notice of Second
2014-04-08 Passed 2014-04-09
Extraordinary guarantee offer to Zhongtian Company for Extraordinary General Meeting of
55
深圳市特力(集团)股份有限公司 2014 年年度报告全文
General 41.4 million Yuan; Addition Director for 7th 2014” (No.: 2014-013) published
Meeting of session of the Board – Mr. Lv Hang on Securities Times, Hong Kong
2014 Commercial Daily and Juchao
Website (www.cninfo.com.cn)
“Resolution Notice of Third
Third
Extraordinary General Meeting of
Extraordinary
Offer Guarantee to Zhongtain Company for 2014” (No.: 2014-032) published
General 2014-05-23 Passed 2014-05-24
Loans from the Bank on Securities Times, Hong Kong
Meeting of
Commercial Daily and Juchao
2014
Website (www.cninfo.com.cn)
Deliberated the follow proposals: “Meet
qualify of Private Placement”; deliberate Plan
of the Private Placement by means of voting
item by item; Pre-plan of the Private
Placement of the Company; Feasibility
Analysis Report of the Fund-raising
Utilization of Private placement; Using “Resolution Notice of Fourth
Fourth
Report for Previous Fund-raising; deliberate Extraordinary General Meeting of
Extraordinary
The Company entered into Share 2014” (No.: 2014-034) published
General 2014-06-03 Passed 2014-06-04
Subscription Agreement with Entry-into-force on Securities Times, Hong Kong
Meeting of
Conditions with the Purchaser by means of Commercial Daily and Juchao
2014
voting item by item; The Private Placement Website (www.cninfo.com.cn)
with Related Transaction Concerned;
Amendment Article of Association;
Shareholder Returning Plan for Next
Three-Year (2014-2016); Submit
Authorization to the Board on private
Placement to the General Meeting
“Resolution Notice of Fifth
Fifth
Deliberated the follow proposals: Relevant Extraordinary General Meeting of
Extraordinary
clause of Article of Association Revised; 2014” (No.: 2014-036) published
General 2014-06-26 Passed 2014-06-27
proposal of “Business Transformation on Securities Times, Hong Kong
Meeting of
Development Guidelines of the Tellus” Commercial Daily and Juchao
2014
Website (www.cninfo.com.cn)
“Resolution Notice of Sixth
Sixth
Extraordinary General Meeting of
Extraordinary
Offer Guarantee to Auto Industry and Trade 2014” (No.: 2014-053) published
General 2014-09-05 Passed 2014-09-06
Co. for Loans from the Bank on Securities Times, Hong Kong
Meeting of
Commercial Daily and Juchao
2014
Website (www.cninfo.com.cn)
Seventh “Resolution Notice of Seventh
Offer Guarantee to the Subsidiary for Loans
Extraordinary 2014-10-16 Passed 2014-10-17 Extraordinary General Meeting of
from the Bank
General 2014” (No.: 2014-059) published
56
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Meeting of on Securities Times, Hong Kong
2014 Commercial Daily and Juchao
Website (www.cninfo.com.cn)
3. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□ Applicable √ Not applicable
III. Responsibility performance of independent directors in report period
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
report period
Liu Hongling 16 4 12 0 0 No
Wei Shaohui 16 4 12 0 0 No
Ji Huibin 16 4 12 0 0 No
Times presented in general meeting by
8
independent directors
Explanation of absent the Board Meeting for the second time in a row
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 non-public issue matters,
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
57
深圳市特力(集团)股份有限公司 2014 年年度报告全文
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
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.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,On 4 February 2015, the audit committee held meeting to review the financial statements prepared by the
Company, the committee determined the working arrangement for 2014 annual audit after negotiation with Ruihua.
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 2014 and operating results of 2014 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 30 March
2015 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.
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
58
深圳市特力(集团)股份有限公司 2014 年年度报告全文
□ 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
□ Applicable √ Not applicable
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.
59
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Section X. 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
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.
60
深圳市特力(集团)股份有限公司 2014 年年度报告全文
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
Pursuit to the requirements of Basic Standards of Enterprise Internal Control, Application Guidance for Enterprise
Internal Control and Appraisal Guidance for Enterprise Internal Control, established, perfected and practices an
effective internal control, and Board of the Tellus is responsible for evaluated the effective-ness of the IC.
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 2014 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
2015-04-10
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. Auditing report and authentication report of internal control
Auditing report of IC
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 2014, in all material aspects.
Date of audit report of internal
2015-04-10
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
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 2014 年年度报告全文
Section XI. Financial Report
I. Audit report
Type of audit opinion Standard unqualified
Date for audited report signed 2015-04-09
Name of audit institution Ruihua Certified Public Accountants (LLP)
Reference number Ruihua Shen Zi [2015] No.48330005
CPA Yuan Longping, Qin Changming
Auditors Report
Ruihua Shen Zi [2015] 48330005
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 2014, 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 Companys 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 Chinas 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 auditors
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 entitys preparation of the financial statements in
order to design audit procedures that are appropriate in the circumstances, but not for the
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
purpose of expressing an opinion on the effectiveness of the Companys internal control. An
audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating the
overall presentation of the financial statements.
Audit Opinions
In our opinion, the companys 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 2014, and the results of operations and cash flows of the
Company for the year then ended.
II Financial Report
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
Consolidated Balance Sheet
As at 31 December 2014
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Closing balance Opening balance
Current Assets：
Monetary funds 80,045,669.65 69,898,791.56
Financial assets held-for-trading
Note receivables
Account receivables 1,373,257.89 5,016,738.78
Prepayments 6,981,402.87 8,309,574.73
Premiums account receivable
Dividends receivable
Other receivables 7,904,999.44 8,028,356.69
Inventories 48,209,026.18 62,826,365.70
Non-current asset due within one year
Other current assets 8,968,278.77 11,644,102.02
Total current assets 153,482,634.80 165,723,929.48
Non-current Assets:
Financial assets held-for-trade 10,478,985.77 11,959,154.57
Held-to-maturity investments 100,000.00 100,000.00
Long-term receivables
Long-term equity investments 211,270,265.80 191,394,600.98
Investment properties 85,083,745.72 88,422,673.91
Fixed assets 142,849,121.72 149,968,663.80
Construction in progress 122,551,469.97 41,642,020.40
Materials for construction
Disposal of fixed assets
Bio-assets in production
Oil and gas assets
Intangible assets 53,924,233.96 33,255.04
Development expenditure
Goodwill
Long-term deferred expenses 905,871.01 848,038.96
Deferred tax assets 25,678,449.05 25,748,724.89
Other non-current assets 26,339,112.00
Total non-current assets 652,842,143.00 536,456,244.55
Total Assets 806,324,777.80 702,180,174.03
64
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Consolidated Balance Sheet（Continued）
As at 31 December 2014
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note Closing balance Opening balance
流动负债：
Short-term loans Ⅶ、19 74,719,672.00 110,969,952.93
Financial liabilities held-for-trade
Notes payable Ⅶ、20 15,920,748.09
Accounts payable Ⅶ、21 22,340,922.90 22,008,010.24
Advance from customers Ⅶ、22 9,979,166.89 22,087,866.51
Employee benefits payable Ⅶ、23 17,164,185.03 14,408,687.62
Taxes and due payable Ⅶ、24 9,055,093.27 16,687,262.22
Premiums payables
Dividends payable
Other payables Ⅶ、25 114,533,081.65 107,809,585.66
Non-current liabilities due within one year Ⅶ、26 120,700,000.00 12,000,000.00
Other current liabilities
Total current liabilities 368,492,121.74 321,892,113.27
Non-current liabilities：
Long-term loans Ⅶ、27 178,597,550.55 131,000,000.00
Bonds payable
Long-term payables Ⅶ、28 13,657,490.94 13,319,681.59
Long-term employee benefits payable Ⅶ、29 9,953,557.75 10,297,200.34
Special payables
Accrued liabilities
Deferred tax liabilities Ⅶ、16 723,459.18 1,248,087.86
Other non-current liabilities Ⅶ、30 32,570,237.55 29,823,013.37
Total non-current liabilities 235,502,295.97 185,687,983.16
Total liabilities 603,994,417.71 507,580,096.43
Owners' equity：
Paid-in capital Ⅶ、31 220,281,600.00 220,281,600.00
Capital reserve Ⅶ、32 7,672,605.51 7,672,605.51
Less: treasury shares
other comprehensive income Ⅶ、33 835,925.67
Special reserve
Surplus reserves Ⅶ、34 2,952,586.32 2,952,586.32
General risk reserve
Undistributed profit Ⅶ、35 -39,026,529.03 -49,371,746.70
Foreign exchange translation difference
Total owners' equity attributable to parent
191,880,262.80 182,370,970.80
company
Minority interests 10,450,097.29 12,229,106.80
Total owners’equity 202,330,360.09 194,600,077.60
Total liabilities and owners’equity 806,324,777.80 702,180,174.03
Legal representative: Lv Hang Person in charge of accounting: Yang Jianping
Person in charge of accounting organ:Ke Wensheng
65
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Balance Sheet
As at 31 December 2014
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note Closing balance Opening balance
Current Assets：
Monetary funds 26,441,746.73 30,209,143.04
Financial assets held-for-trade
Notes receivable
Accounts receivable XIII、1
Prepayments 106,810.00 21,000.00
Premiums receivable
Dividends receivable
Other receivables XIII、2 110,350,188.00 36,330,120.01
Inventories
Non-current asset due within one year
Other current assets 1,350,000.00
Total current assets 138,248,744.73 66,560,263.05
Non-current Assets:
Financial assets available-for-sale 10,176,617.20 11,656,786.00
Held-to-maturity investments
Long-term receivable
Long-term equity investments XIII、3 425,961,150.29 416,600,932.05
Investment properties 54,186,250.01 55,919,100.96
Fixed assets 17,961,888.31 18,675,995.34
Construction in progress 251,308.70 251,308.70
Materials for construction
Disposal of fixed assets
Bio-assets in production
Oil and gas assets
Intangible assets 274,939.25 33,255.04
Development expenditure
Goodwill
Long-term deferred expenses 346,559.91 65,496.04
Deferred tax assets 13,986,138.44 14,025,080.64
Other non-current assets
Total non-current assets 523,144,852.11 517,227,954.77
Total Assets 661,393,596.84 583,788,217.82
66
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Balance Sheet (Continued)
As at 31 December 2014
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note Closing balance Opening balance
Current liabilities：
Short-term loans 19,544,160.00 67,544,160.00
Financial liabilities held-for-trade
Notes payable
Accounts payable
Advance from customers
Employee benefits payable 6,918,478.90 4,145,439.65
Taxes and due payable 430,065.27 403,514.95
Interest payable
Dividends payable
Other payables 260,117,846.49 287,687,112.90
Non-current liabilities due within one year 120,700,000.00 6,000,000.00
Other current liabilities
Total current liabilities 407,710,550.66 365,780,227.50
Non-current liabilities：
Long-term loans 132,300,000.00 95,500,000.00
Bonds payable
Long-term payables
Long-term empolyee benefits 3,343,417.98 3,444,640.52
Special payables
Accrued liabilities
Deferred tax liabilities 278,641.88
Other non-current liabilities
Total non-current liabilities 135,643,417.98 99,223,282.40
Total liabilities 543,353,968.64 465,003,509.90
Owners' equity：
Paid-in capital 220,281,600.00 220,281,600.00
Capital reserve 4,479,182.23 4,479,182.23
Less: treasury shares
Other comprehensive income 835,925.67
Special reserve
Surplus reserves 2,952,586.32 2,952,586.32
General risk reserve
Undistributed profit -109,673,740.35 -109,764,586.30
Total owners' equity attributable to
118,039,628.20 118,784,707.92
parent company
Total liabilities and owners' equity 661,393,596.84 583,788,217.82
Legal representative: Lv Hang Person in charge of accounting: Yang Jianping
Person in charge of accounting organ:Ke Wensheng
67
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Consolidated Income Statement
For the Year Ended 31 December 2014
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note Closing balance Opening balance
Ⅰ.Total operating income 464,987,527.80 486,729,308.18
Including: Operating income Ⅶ、36 464,987,527.80 486,729,308.18
Ⅱ.Total operating Costs 481,799,447.89 478,398,981.27
Including: Operating costs Ⅶ、36 389,423,619.69 387,558,722.36
Business tax and extra charges Ⅶ、37 5,046,179.83 7,351,792.51
Selling expenses Ⅶ、38 21,073,376.98 21,265,233.88
General and administrative expense Ⅶ、39 43,509,348.15 43,294,086.57
Financial expense Ⅶ、40 17,771,137.44 17,364,050.91
Impairment losses of assets Ⅶ、41 4,975,785.80 1,565,095.04
Add: Gains from changes in fair value ("-"
means loss)
Investment income ("-" means loss) Ⅶ、42 26,001,792.57 8,550,869.02
Including: Investment income from
24,775,664.82 7,831,419.53
associates and joint venture
Ⅲ.Operating profit ("-" means loss) 9,189,872.48 16,881,195.93
Add: Non-operating income Ⅶ、43 965,026.73 331,465.34
Including:Gain from disposal of non-
197,088.80 247,361.49
current assets
Less: Non-operating expenses Ⅶ、44 129,520.69 2,680,027.26
Including: Loss on disposal of non-
48,602.31 74,691.28
current assets
Ⅳ.Total profit ("-" means loss) 10,025,378.52 14,532,634.01
Less: Income tax expenses Ⅶ、45 1,459,170.36 11,193,198.71
Ⅴ.Net profit ("-" means loss) 8,566,208.16 3,339,435.30
Net attributable to owners of parent company 10,345,217.67 7,185,944.01
Minority interests -1,779,009.51 -3,846,508.71
Ⅵ.Earnings per share
Basic Earnings per share 0.0470 0.0326
Diluted Earnings per share 0.0470 0.0326
Ⅶ.Net value of other comprehensive income
Ⅶ、46 -835,925.67 -224,163.37
after tax
Net value of other comprehensive income after
-835,925.67 -224,163.37
tax to owners of parent company
Other comprehensive income that can be
-835,925.67 -224,163.37
reclassified into profit and loss
The gains and losses on fair value changes of
-835,925.67 -224,163.37
financial assets held-for-trade
Ⅷ.Total comprehensive income 7,730,282.49 3,115,271.93
Total comprehensive income attributable to
9,509,292.00 6,961,780.64
owners of parent company
Total comprehensive income attributable to
-1,779,009.51 -3,846,508.71
minority interests
Legal representative: Lv Hang Person in charge of accounting: Yang Jianping
Person in charge of accounting organ:Ke Wensheng
68
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Income Statement
For the Year Ended 31 December 2014
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 20,660,013.84 18,196,957.74
Less:Operating cost XIII、4 3,638,420.84 4,221,693.27
Business tax and extra charges 1,156,960.78 991,328.34
Selling expenses
General and administrative expense 21,140,261.38 19,249,847.11
Financial expense 10,587,352.42 10,064,281.81
Impairment losses of assets 31,087.94 116,649.26
Add: Gain from changes in fair value ("-" means
loss)
Investment income ("-" means loss) XIII、5 15,486,345.99 7,318,029.10
Including: Investment income from
14,260,218.24 6,588,469.63
associates and joint venture
II.Operating profit ("-" means loss) -407,723.53 -9,128,812.95
Add: Non-operating income 537,511.68
Including:Gain from disposal of non-current
28,512.68
assets
Less:Non-operating expenses 43,343.81
Including: Loss on disposal of non-current
43,343.81
assets
III.Total profit ("-" means loss) 129,788.15 -9,172,156.76
Less: Income tax expenses 38,942.20 38,942.20
IV.Net profit ("-" means loss) 90,845.95 -9,211,098.96
V.Other comprehensive income -835,925.67 -224,163.37
Other comprehensive income that can be
-835,925.67 -224,163.37
reclassified into profit and loss
The gains and losses on fair value changes of
-835,925.67 -224,163.37
financial assets held-for-trade
VI.Total comprehensive income -745,079.72 -9,435,262.33
Legal representative: Lv Hang Person in charge of accounting: Yang Jianping
Person in charge of accounting organ:Ke Wensheng
69
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Consolidated Statement of Cash Flows
For the Year Ended 31 December 2014
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
519,037,138.41 537,798,772.47
services
Refund of taxes and levies
Cash received relating to other operating activities Ⅶ、47 5,904,757.26 8,481,935.53
Sub-total of Cash Inflows 524,941,895.67 546,280,708.00
Cash paid for goods and services 408,051,698.31 437,132,075.12
Cash paid to and on behalf of employees 54,631,918.73 55,368,170.35
Cash paid on taxes and levies 22,018,514.18 24,435,686.07
Cash paid relating to other operating activities Ⅶ、47 34,025,057.60 31,974,411.26
Sub-total of Cash Outflows 518,727,188.82 548,910,342.80
Net Cash Flows from Operating Activities 6,214,706.85 -2,629,634.80
Ⅱ. Cash Flows from Investing Activities:
Cash received from return of investments 1,507,458.60
Cash received investing income 4,984,270.40 3,179,559.47
Net cash received from disposal of fixed assets,
312,190.00 34,900,418.00
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 6,803,919.00 38,079,977.47
Cash paid to acquire fixed assets, intangible assets
103,733,506.30 31,164,527.37
and other long assets
Cash paid on investments 10,087,147.05
Net cash paid on obtain subsidiary and other
operating unite
Cash paid on other investing activities
Sub-total of Cash Outflows 103,733,506.30 41,251,674.42
Net Cash Flows from Investing Activities -96,929,587.30 -3,171,696.95
Ⅲ. Cash flow from Financing Activities
Cash received from investments
Including: Cash received from investments by
minority interests of subsidiaries
Cash received from borrowing 498,797,550.55 134,075,373.53
Cash received from issuing bonds
Cash received from other financing activities Ⅶ、47 6,732,343.46 28,008,026.45
Sub-total of Cash Inflows 505,529,894.01 162,083,399.98
Cash repayments on borrowed amounts 378,717,530.93 128,857,842.60
Cash payments for distribution of dividends or profits 17,868,720.63 11,962,773.54
Including: Dividends or profit paid to minority
1,455,297.72
interests of subsidiaries
Cash payments on other financing activities Ⅶ、47 1,350,000.00 7,436,543.46
Sub-total of cash Outflows 397,936,251.56 148,257,159.60
Net cash flows from financing activities 107,593,642.45 13,826,240.38
Ⅳ. Effect of foreign exchange rate on cash 459.55 -3,991.92
Ⅴ. Net increase in cash and cash equivalents Ⅶ、48 16,879,221.55 8,020,916.71
Add: cash equivalents at the beginning of the period 63,166,448.10 55,145,531.39
Ⅵ. Cash equivalents at the end of the period 80,045,669.65 63,166,448.10
Legal representative: Lv Hang Person in charge of accounting: Yang Jianping
Person in charge of accounting organ:Ke Wensheng
70
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Cash Flow Statement
For the Year Ended 31 December 2014
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
20,660,013.84 18,196,957.74
services
Refund of taxes and levies
Cash received relating to other operating activities 674,229.77 38,066,387.96
Sub-total of Cash Inflows 21,334,243.61 56,263,345.70
Cash paid for goods and services
Cash paid to and on behalf of employees 10,156,423.38 11,992,805.70
Cash paid on taxes and levies 2,541,986.11 3,429,364.05
Cash paid relating to other operating activities 108,178,198.87 10,992,577.29
Sub-total of Cash Outflows 120,876,608.36 26,414,747.04
Net Cash Flows from Operating Activities -99,542,364.75 29,848,598.66
Ⅱ. Cash Flows from Investing Activities:
Cash received from return of investments 1,507,458.60
Cash received investing income 4,984,270.40 3,179,559.47
Net cash received from disposal of fixed assets,
39,890.00
intangible assets and other long assets
Other cash received relating to investing activities
Sub-total of Cash Inflows 6,531,619.00 3,179,559.47
Cash paid to acquire fixed assets, intangible assets
2,253,859.28 827,551.74
and other long assets
Cash paid on investments 10,087,147.05
Cash paid on other investing activities
Sub-total of cash outflows 2,253,859.28 10,914,698.79
Net Cash Flows from Investing Activities 4,277,759.72 -7,735,139.32
Ⅲ. Cash flow from Financing Activities
Cash received from investments
Cash received from borrowing 342,500,000.00 58,000,000.00
Cash received from issuing bonds
Cash received from other financing activities
Sub-total of cash inflows 342,500,000.00 58,000,000.00
Cash repayments on borrowed amounts 239,000,000.00 46,000,000.00
Cash payments for distribution of dividends or
10,652,719.46 4,886,560.37
profits
Cash payments on other financing activities 631,800.00
Sub-total of cash Outflows 249,652,719.46 51,518,360.37
Net cash flows from financing activities 92,847,280.54 6,481,639.63
Ⅳ. Effect of foreign exchange rate on cash -71.82 -143.42
Ⅴ. Net increase in cash and cash equivalents -2,417,396.31 28,594,955.55
Add: cash equivalents at the beginning of the period 30,209,143.04 1,614,187.49
Ⅵ. Cash equivalents at the end of the period 27,791,746.73 30,209,143.04
Legal representative: Lv Hang Person in charge of accounting: Yang Jianping
Person in charge of accounting organ:Ke Wensheng
71
深圳市特力(集团)股份有限公司 2014 年年度报告全文
CONSOLIDATED STATEMENT OF CHANGE IN OWNER'S EQUITY
For the Year Ended 31 December 2014
Prepared by：Shenzhen Tellus Holding Co.,Ltd.
Amount for the current year
Attribute to the equity of parent company
Item
Minority Total owners'
Less: other
Paid-in capital (or Capital Special General Undistributed interests equity
Treasury comprehensive Surplus reserve Others
Share capital) reserve reserve reserve profit
shares income
1.Balance at the End of Last Period 220,281,600.00 7,672,605.51 835,925.67 2,952,586.32 -49,371,746.70 12,229,106.80 194,600,077.60
Add: Changes of accounting policies
Prior year adjustments
Others
2. Balance at the Beginning of the Year 220,281,600.00 7,672,605.51 835,925.67 2,952,586.32 -49,371,746.70 12,229,106.80 194,600,077.60
3. Increase/Decrease movements in
-835,925.67 10,345,217.67 -1,779,009.51 7,730,282.49
this Year ("-" means loss)
(I)Total comprehensive income -835,925.67 10,345,217.67 -1,779,009.51 7,730,282.49
(II) Gain/Loss to Owners' Equity Directly
(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. 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
4. Balance at the end of the period 220,281,600.00 7,672,605.51 2,952,586.32 -39,026,529.03 10,450,097.29 202,330,360.09
72
深圳市特力(集团)股份有限公司 2014 年年度报告全文
CONSOLIDATED STATEMENT OF CHANGE IN OWNER'S EQUITY
For the Year Ended 31 December 2014
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Amount for the prior year
Attribute to the equity of parent company
Item
Minority Total owners'
Paid-in capital Less: other
Capital Special Surplus General interests equity
(or Share Treasury comprehensiv Undistributed profit Others
reserve reserve reserve reserve
capital) shares e income
1.Balance at the End of Last Period 220,281,600.00 7,672,605.51 1,060,089.04 2,952,586.32 -56,557,690.71 16,215,688.82 191,624,878.98
Add: Changes of accounting policies
Prior year adjustments
Others
2. Balance at the Beginning of the Year 220,281,600.00 7,672,605.51 1,060,089.04 2,952,586.32 -56,557,690.71 16,215,688.82 191,624,878.98
3. Increase/Decrease movements in
-224,163.37 7,185,944.01 -3,986,582.02 2,975,198.62
this Year ("-" means loss)
(I)Total comprehensive income -224,163.37 7,185,944.01 -3,846,508.71 3,115,271.93
(II) Gain/Loss to Owners' Equity Directly
(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. 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 7,672,605.51 835,925.67 2,952,586.32 -49,371,746.70 12,229,106.80 194,600,077.60
Legal representative: Lv Hang Person in charge of accounting: Yang Jianping Person in charge of accounting organ:Ke Wensheng
73
深圳市特力(集团)股份有限公司 2014 年年度报告全文
STATEMENT OF CHANGE IN OWNER'S EQUITY
For the Year Ended 31 December 2014
Prepared by：Shenzhen Tellus Holding Co.,Ltd.
Amount for the current year
Item Paid-in capital Less: other
Capital Special Surplus General
(or Share Treasury comprehensive Undistributed profit Total owners' equity
reserve reserve reserve reserve
capital) shares income
1.Balance at the End of Last Period 220,281,600.00 4,479,182.23 835,925.67 2,952,586.32 -109,764,586.30 118,784,707.92
Add: Changes of accounting policies
Prior year adjustments
Others
2. Balance at the Beginning of the
220,281,600.00 4,479,182.23 835,925.67 2,952,586.32 -109,764,586.30 118,784,707.92
Year
3. Increase/Decrease movements in
-835,925.67 90,845.95 -745,079.72
this Year ("-" means loss)
(I)Total comprehensive income -835,925.67 90,845.95 -745,079.72
(II) Other comprehensive income
(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 4,479,182.23 2,952,586.32 -109,673,740.35 118,039,628.20
74
深圳市特力(集团)股份有限公司 2014 年年度报告全文
STATEMENT OF CHANGE IN OWNER'S EQUITY
For the Year Ended 31 December 2014
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Amount for the prior year
Item Less: other
Paid-in capital Capital Special Surplus Undistrib Total owners' Total owners'
Treasury comprehensive
(or Share capital) reserve reserve reserve uted equity equity
shares income
profit
1.Balance at the End of Last Period 220,281,600.00 4,479,182.23 1,060,089.04 2,952,586.32 -100,553,487.34 128,219,970.25
Add: Changes of accounting policies
Prior year adjustments
Others
2. Balance at the Beginning of the
220,281,600.00 4,479,182.23 1,060,089.04 2,952,586.32 -100,553,487.34 128,219,970.25
Year
3. Increase/Decrease movements in
-224,163.37 -9,211,098.96 -9,435,262.33
this Year ("-" means loss)
(I)Total comprehensive income -224,163.37 -9,211,098.96 -9,435,262.33
(II) Other comprehensive income
(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 4,479,182.23 835,925.67 2,952,586.32 -109,764,586.30 118,784,707.92
Legal representative: Lv Hang Person in charge of accounting: Yang Jianping Person in charge of accounting organ:Ke Wensheng
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
SHENZHEN TELLUS HOLDING CO., LTD.
Notes to Financial Statements
（For the Year Ended 31 December, 2014 Expressed in RMB Yuan）
Ⅰ、 Corporation profile
1.Foundation of Tellus
The Chinese name of Tellus: 深圳市特力(集团)股份有限公司
The English name of Tellus: ShenZhen Tellus Holding Co.,Ltd
Registered company addrss: Tellus Building level 3, Shuibei second Road, Luohu,
Shenzhen City, Guangdong Province.
Office address: the 15th Floor of Nuclear Building ,Shennan Road, Futian District, Shenzhen
Stock market: Shenzhen Stock Exchange
Name and code: Tellus A（000025）,Tellus B（200025）
Legal representative：Hang LV
The number of business license: 440301103017750
2. Theindustry characteristic and business scope with the main products or services
Theindustry characteristic：Theindustry of providing energy materials, machinery and
electronics equipment
The business scope:automotive integrated services, including the test of equipment
maintenance, property leasing and management etc.
The main products or services: sales of vehicles and accessories, the maintenance
and inspection of vehicles and the services of property leasing etc.
3. The history of Tellus
Shenzhen Tellus Holding Company Limited (“the Company”) was developed from the
Shenzhen Tellus Machinery Co.,Ltd., which established on 11 October, 1986. On 2 nd
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 the initial public
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
registered shares and turned into Limited Liability Company with the name of “Tellus
mechanical and electrical co. LTD, Shenzhen”. At this moment, the whole share
capital is 166.88million shares, including the original 120.9million shares with
45.98million new shares. The new shares is divided into two parts, one is RMB 25.98
million ordinary shares (A shares) ,the other is special shares (B) RMB 20 million
shares
In June 1993, Shenzhen securities management office was about to agree that
“ Tellus mechanical and electrical co. LTD, Shenzhen “ wasqualified to list in
Shenzhenstock exchange market(shen zheng ban fu[1993]34) and (shen zheng shi
zi [1993]22).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 .
On March 15, 1993, with the approval of the branch of people’s bank of China in
shenzhen special economic zone, the group could issue A ordinary shares 25.98
million with B ordinary shares20 million (shen ren yin fu zi (1993)092).On June 30,
1994, with the approval of the shenzhen city administration for industry and
commerce, Tellus mechanical and electrical co. LTD, Shenzhen was renamed
ShenZhen Tellus Holding Co.,Ltd
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
Total 166,880,000 100.00
Change of capital structure after established:
（1）Issue bonus shares in 1993
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
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
whole capital changed into 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 Groups share capital increased to 2,202.816
million shares.
After plan, the companys capital structure changed as follows:
Category Amount（share） Ratio（%）
State - owned shares 159,588,000 72.45
Public shares 34,293,600 15.57
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 Peoples 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 shares of the Company.
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
（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, 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, it held 66.22% of the shares capital of the Company.
After the split-share reform, the companys 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 7.31.
4. The scope of consolidation
There are 14 subsidiariesincluded in the 2014 consolidation scope, details in
notes8”the equity in other entities”. Compared with last year(2013), there is no
difference in the consolidation scope.
5. The approval and the date of financial statements
The financial statements of the Company are authorized to be issued to the public on
ninthMarch, 2015 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 Accounting Systems for Business Enterprises issued by the Ministry of Finance
of Peoples Republic of China in February 2006, and Accounting Standards (order
No.33 of the Ministry of Finance announcedand order No.76 of the Ministry of
Finance revised ) and Compilation Rules for Information Disclosure by Companies
Offering Securities to the Public No.15—General Provisions on Financial Reports
(2014 Revision) issued by the China Securities Regulatory Commission (CSRC).
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
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
results and cash flow of the Group as of 31 December 2014. In addition, in all
material respects ,the financial statements of the Company and the Group
complywith 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 (2014 Revision) issued
by China Securities Regulatory Commission (CSRC) in 2014.
Ⅳ、 Important Accounting Principles and Accounting Estimates
According to the Chinese Accounting standards,the Group ensures the relevant
accounting policies and estimation by means of characteristics of subsidiaries. In
terms of theexplanation of judgment and estimation of important accounting policies
made by Board of Directors, details will be found in notes 4.31”the important
judgment and estimation”.
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、Oprating Cycle
The normal oprating cycle is referring to buying assets used into generating new
products to sell products and recollect monetary assets.
3、 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
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
subsidiaries choose RMB as their functional currency. The Group adopts RMB to
prepare its functional statements.
4、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.
（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
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
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.
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 acquirers 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 acquirers interest in the
fair value of the acquirees identifiable net assets, the difference shall be recognized
as goodwill. Where the cost of combination is less than the acquirers interest in the
fair value of the acquirees 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 acquirees 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 acquirers interest in the
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
fair values of the acquirees 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.
5、Preparation of consolidated financial statements
（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
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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 Groups 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.
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 subsidiarys 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 subsidiarys 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
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
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 ”.
6、The methods of making consolidatedfinancial statements
(1) The standards of ensure scope of financial statements
Control is the foundation of ensuring the scope financial statements. Control is
referring to the power of controlling investee via the relevant investing activities with
changeable returns and of influencing to change values of them. The consolidation
scope refers to the group and subsidiaries. Subsidiary is entity of the controlled party.
(2)The methods of making consolidatedfinancial statements
From the day of acquiring the equity and actual control of management decisions, it
should be in the scope vice versa. As for the subsidiary of disposition, the assets and
monetary flow should be included into the consolidated financial statements, not
adjusting the opening balance. Under the non-same control surrounding, the
operating results and cash flows have been included in the consolidated financial
statements properly and accurately with no adjustment of the opening balance.Under
the same control surrounding, the operating results and cash flows have been
included in the consolidated financial statements properly and accurately with
adjustment of the opening balance.
When making financial statements, if the period of the group and the subsidiary is
different, we should necessarily adjust the subsidiary period in accordance with the
groups. As for the non-same control subsidiaries, the values at acquisition date will
be applied when adjusting.
The values all major transactions in the group and unrealized profits should be
offsetin the preparation of consolidated financial statements.
It should be listed individually when the entity of subsidiaries have non-controlling
shares. Furthermore, if there are share belonging to the non-controlling shareholders,
we should classify it as “Non-controlling interests”. If there is a loss in the investment
of non-controlling shareholders, we still list the loss in the category of “Non-controlling
interests”.
When losing the control power of subsidiesbecause of deposing partial share capital,
for the remaining values, it will be recalculated. The sum of consideration at
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
acquisition date minus the original equity held by the group with the relevant route,
the difference should be listed into current investment outcome. The comprehensive
income relevant to subsidiaries should be used the same accounting methods to
measure. Besides, for the remaining share capital, it should be measured by the
accounting standards of NO.2 andNO.22, details will be found in notes 4.9 ornotes
4.13.
It is necessary to distinguish how to lose the control power: for a package of
transactions or not. The following would suggest whether affected by a package of
transactions：①fair and equal；②the result of the entire trasanction could be
accomplished by the transaction；③the transaction happens depends on the other；
④it will be considered as a whole when measuring the economic results, details will
be found in notes 4、13、（2）④.
7．Joint Venture
Joint venture refers to an arrangement controlled be two or more than two parties.
The group will divide joint venture into joint management and joint ventures in
accordance with the standards.Joint venture is the arrangement of acquiringbenefits .
The equity method will be used into the calculation ,details will be found in 4.13（2）
②.
As a party of joint venture, we should ensure the assets and liabilities individually;
besides, revenues and costs of production and sales.
If selling or buying assets, the group should only ensure gain or loss which belonged
to the other partiesparticipated in joint venture, accounting standards—8.
8. 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.
9. 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
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
foreign exchange are translated at the spot exchange rate.
（2）Translation of monetary foreign currency and non-monetary foreign currency
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. ②
The 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.
10、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 arms 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 arms 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 Groups financial
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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 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 enterprises 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
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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
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
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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 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
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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
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
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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 Groups 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 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
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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）Derivatives and embedded derivatives
Derivatives in the relevant contract are initially recorded at fair value, and subsequent
valuesmeasure at fair value.
（8）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 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.
（9） 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.
11、Account receivables
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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.;
③ The 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
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
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Aging portfolios Use the aging of account receivables as credit risk characteristics
B．Provision by credit risk characteristics
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 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
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the amortized cost would have been had the impairment loss not been recognized
at the date the impairment is reversed.
12、Inventories
（1）Classification of inventory
The Groups 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.
（4）Inventory system is maintained for stock system.
13. Held-to-maturity asset
Held-to-maturity investments are initially measured at fair value (deducting bond
interest that has matured but not yet been retrieved) plus relevant transaction costs
when acquired. Interest income is recognized as investment income based on the
amortized cost and effective interest rate. If difference between the effective interest
rate and coupon rate is negligible, the coupon rate is applicable. The actual interest
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rate is determined upon acquisition and remains unchanged during the expected
remaining period, or a shorter period if applicable. Differences between the proceeds
and book values of the investments are recognized as investment income on
disposal.
If an asset could be sold under the normal conditions with precise decisions from
directors of board in an irrevocable agreement in one year, then it would be regarded
as held-to maturity asset. The method of calculation is no deprecation or amortization
from the beginning-holding-day, instead of choosing the lower one between book
value and fair value minus disposal expenses. If the disposable asset is an asset
group under the accounting standards 8 and the goodwill will be divided into this
asset group, then it should be included the goodwill.
It should be disclosed individually when it is classified as held-to-maturity asset. If it is
classified as the liability connecting to the asset group, it should also list separately.
14、Long-term equity investments
The term of long-term equity investments refers to the investment which has control,
joint venture and significant influence over the investees. If the group does not have
control, joint venture and significant influence over the investees, then it should be
classified as available-for-sale financial asset or the asset measured at fair value and
recorded into the profits and losses of the current financial assets, details will be
found in notes4.9”Financail Instruments”.
The term “joint control” refers to the contractually agreed sharing of control over an
economic activity, which exists only when the investing parties involved in the
economic activity reach a consensus on sharing control over critical financial and
operating policies concerning that activity. An entity which is subject to joint control by
the investor and other parties is their joint venture.
（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 partys 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
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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 purchasers business combination 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 recognized 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 Companys
financial 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
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investing enterprises interest in the fair values of the investees 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 enterprises interest in the fair values of investees 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 investees net profit or loss based on the fair value of the
investees individual separately indentible assets etc. at the acquisition date after
making appropriate adjustments to confirm with the Groups accounting policies and
accounting period. Unrealized profits or losses resulting from the Groups
transactions with its associates and joint ventures are recognized as investment
income or loss to the extent that those attributable to the Groups equity interest are
eliminated. However, unrealized losses resulting from the Groups 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.
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 Groups interest in the investees 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
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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 owners equity. If the disposal of long-term investment in a subsidiary
involves loss of control over the subsidiary, the related accounting policies in Note 4.5
applies.
(3) The accounting methods described at consolidated financial statements
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.
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 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 the investing enterprise or other
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parties that are currently exercisable or convertible shall be considered.
The group would lose the power of control over subsidiaries gradually via multiple
transactions. If it is a package of transactions, then every transaction would be
treated as lose control power. The difference of disposable value and carrying
amount would be regarded as other comprehensive profits until the power is certainly
ensured that the group lost the power of control.
15、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 Note4.20 “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.
16、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 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:
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Category Expected useful life Estimated residual value（%） 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.
17、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. 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
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method for provision impairment please refer to Note 4.17 Impairment of non-current
financial assets.
18、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.
19、Intangible assets
（1）Recognition and calculation of intangible asset
The term “intangible asset” refers to the identifiable non-monetary assets without
physical shape, possessed or controlled by enterprises.
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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）Research and Development expenditures
The expenditures of the internal research could be divided into two phrases: a
research phrase and a development phrase.
The expenditures happened during research phrase should be regarded as the
current profit and loss.In the research phase of an internal project, an entity cannot
demonstrate that an intangible asset exists that will generate probable future
economic benefits. Therefore, this expenditure is recognised as an expense when it
is incurred.
An intangible asset arising from development (or from the development phase of an
internal project) shall be recognised if, and only if, an entity can demonstrate all of the
following:
(a) the technical feasibility of completing the intangible asset so that it will be
available for use or sale;
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(b) its intention to complete the intangible asset and use or sell it;
(c) how the intangible asset will generate probable future economic benefits. Among
other things, the entity can demonstrate the existence of a market for the output of
the intangible asset or the intangible asset itself or, if it is to be used internally, the
usefulness of the intangible asset;
(d) the availability of adequate technical, financial and other resources to complete
the development and to use or sell the intangible asset;
(e) its ability to measure reliably the expenditure attributable to the intangible asset
during its development.
（ 3 ） 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 4.20 Impairment of non-current financial
assets.
20、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.
21、Long-term assets impairment
On each balance sheet date, the Group will make judgments to determine whether
there are signs for impairment to the fixed assets ,construction in progress, definite
intangible assets, investment properties& equity investment in subsidiaries& joint
ventures& jointly run business measured using the cost method etc. non-current and
non-financial assets. If there are signs for impairment, the impairment should be
tested by estimating the recoverable amount. Goodwill, indefinite intangible assets
and intangible assets having not reached the usable condition, should be yearly
tested for impairment no matter whether there are signs for impairment.
The result of impairment test demonstrates that the recoverable amount is less than
its carrying amount, the difference will be recorded as provision for impairment and
debited as impairment loss. The recoverable amount equals to the greater of 1)fair
value less disposal expenses and 2) present value of the predicted future cash flows.
The fair value of the assets is determined by the sale contract price of fair trade;
When there are no sale contracts but exist active market ,the fair value will be
determined with the quotation from the buyer; When there exist neither sale contracts
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
nor active market, the assets fair value will be determined by the best information
available.
The disposal expenses include the legal expenses, related taxes, delivery fees and
other direct fees incurred for making the assets reach the salable condition. The
present value of the predicted future cash flows is calculated according to the
predicted future cash flows generated from the continuous use of the assets and final
disposal discounted with the applicable discounted rate. The provision for impairment
test should be recognized based on the individual asset. If it is hard to estimate the
recoverable amount to individual asset, the recoverable amount of the assets group
of which the individual assets are included should be determined. Assets group is the
smallest unit that can independently generate the cash inflow.
For the goodwill separately displayed on the financial statement, when making the
impairment test, the carry value of the goodwill should be allocated to assets group or
the group of assets group predicted to be benefit from the synergistic effect from the
enterprises combination. When the rest result shows that the recoverable of the
assets group or the group of assets group having been allocated with the relevant
goodwill is less than the carrying amount, the related impairment loss should be
recognized. The impairment losses will firstly reduce the book value of the goodwill
allocated and then reduce the book value of each asset of the assets group or the
group of assets group according to the percentage of each asset to the assets group
or the group of assets group beside the goodwill.
The impairment loss of the above assets would not be reversed back once they are
recognized.
22.Employee benefits
Employee benefits payable shall be recognized as liabilities in the accounting periods
during which the employees provide services to the Group. They are all forms of
consideration given by an entity in exchange for service rendered by employees or
for the termination of employment: short-term employee, post-employment benefits
and other long-term employee benefits.
Short-term employee benefits include items such as the following, if expected to be
settled wholly before twelve months after the end of the annual reporting period in
which the employees render the related services:
(a) wages, salaries and social security contributions;
(b) paid annual leave and paid sick leave;
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(c) profit-sharing and bonuses; and
(d) non-monetary benefits (such as medical care, housing, cars and free or
subsidised goods or services) for current employees.
Post-employment benefits include items such as the following:
(a) retirement benefits (eg pensions and lump sum payments on retirement); and
(b) other post-employment benefits, such as post-employment life insurance and
post-employment medical care.
In the event that the Group terminates the employment relationship with employees
unilaterally before the end of the employment contracts, or offers to compensate the
employees in order to encourage them to accept voluntary redundancy, if the
Company has formally formulated plans for termination of the employment
relationship or offer for voluntary redundancy, and the plans will be implemented
shortly afterwards, compensations for redundancy shall be recognized as estimated
liabilities and charged to profit or loss for the current period.
The plan for early retirement of employees shall be treated in the same way as the
above compensations for redundancy. The salaries and social insurance premiums
paid by the Company to employees subject to early retirement during the period from
termination of service provision to normal retirement shall be recognized as
estimated liabilities and charged to profit or loss for the current period
(compensations for redundancy).
23.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.
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
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
reimbursement recognized does not exceed the carrying amount of the provision.
(1) Onerous contracts
An onerous contract is a contract in which the unavoidable costs of meeting the
obligations under the contract exceed the economic benefits expected to be received
under it. The exceeding part over the assets in the contract shall be recognized as a
provision when an executor contract becomes an onerous contract and the obligation
arising under the onerous contract satisfies the requirements of provisions.
(2) Restructuring Obligation
The amount of a restructuring provision shall be recognized by the total direct
expenditures arising from the restructuring when the enterprise has a detailed,
formal plan for the restructuring, and a public announcement of the plan has been
made for restructuring and above requirements for the provision mentioned above
are satisfied.
[For the restructuring obligation carried for the portion of business for sale, the
obligation related to the restructuring can only be recognized when the Group has
committed for the sales of portion of the business (signing the selling agreement with
termination)]
24. Revenue
（1）Revenue from sales of goods
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 associated costs incurred or to be incurred can be measured reliably.
The group sales vehicles as the main transaction, so sales revenue should be
ascertained after ensuring accept cash or the right to collect cash or cash
equivalents.
（2）Revenue from services
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, or otherwise, the revenue
is recognized to the extent of costs incurred that are expected to be recoverable. The
stage of completion of a transaction for rendering services is determined based on
[survey of work performed / services performed to the date of as a percentage of total
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services to be performed / 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:
1) the amount of revenue can be measured reliably;
2) it is probable that the associated economic benefits will flow to the Group;
3) the stage of completion of the transaction can be measured reliably;
4) the 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.
For contract or agreement entered between the Group and other enterprises with
sales of goods and rendering services, if part of goods selling and the part of
rendering service can be separated and measured individually, they are settled
separately. If the part of goods selling and the part of rendering service cannot be
separated or they can be separated but cannot be measured individually, the parts in
the contract shall be treated as goods of selling.
（3）Revenue from royalty revenue
According to the contract or agreement, the revenue is recognized on an accrual
basis.
（4）Revenue from interests
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.
25. 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.
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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.
26. Deferred income tax assets and deferred income tax liabilities
At the balance sheet date, deferred tax assets and liabilities are measured at the tax
rates that are expected to apply to the period when the asset is realized or the liability
is settled, according to the requirements of tax laws. The measurement of deferred
tax assets and deferred tax liabilities reflects the tax consequences that would follow
from the manner in which the Group expects at the balance sheet date, to recover the
assets or settle the liabilities.
For temporary differences between the carrying amount of certain assets or liabilities
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.
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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 lawsthat 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. 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.
27. Leases
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(1) Operating Lease
①The 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.
②The 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.
(2)Financing Lease
①The Group as Lessee under Operating Lease
For an asset that is held under a finance lease, at the lease commencement, the
leased asset is recorded at the lower of its fair value at the lease commencement and
the present value of the minimum lease payments, and the minimum lease payment
is recorded as the carrying amount of the long-term payables; the difference between
the recorded amount of the leased asset and the recorded amount of the payable is
accounted for as unrecognized finance charge, Initial direct costs incurred by the
lessee during the process of negotiating and securing the lease agreement shall be
added to the amount recognized for the leased asset.
The net amount of minimum lease payment deducted by the unrecognized finance
shall be separated into long-term liabilities and long-term liability within one year for
presentation.
Unrecognized finance charge shall be computed by the effective interest method
during the lease term. Contingent rent shall be booked into profit or loss when
actually incurred.
②The Group as Leaser under Operating Lease
For an asset that is leased out under a finance lease, the aggregate of the minimum
lease receipts at the inception of the lease and the initial direct costs is recorded as a
finance lease receivable, and unguaranteed residual value is recorded at the same
time; the difference between the aggregate of the minimum lease receipt, initial direct
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costs, and unguaranteed residual value, and the aggregate of their present values, is
recognized as unearned finance income, which is amortized using the effective
interest rate method over each period during the lease term.
Finance lease receivable less unearned finance income shall be separated into
long-term liabilities and long-term liability within one year for presentation.
Unearned finance income shall be computed by the effective interest method during
the lease term. Contingent rent shall be credited into profit or loss in which actually
incurred.
28. Material accounting judgments and accounting estimations
Because of the inherent uncertainties of the operating activities, the Group needs to
make judgments, estimations and assumptions to the financial statement items
whose carrying amount cannot be accurately measured. Those judgments,
estimations and assumptions are made based on the managements historical
experience and taking other relevant factors into account. Those judgments,
estimations and assumptions would influence the reported amount of revenue,
expense, asset and liability and disclosure of the contingency liability on the balance
sheet date. However, the actual result caused by the uncertainty of these estimations
may be different with the present estimation made by the management, which may
cause significant adjustments to the carrying amount of the influenced assets and
liabilities in the future.
The Group are making periodical review on the judgments, estimations and
assumptions mentioned above based on the premise of going concern. For the
changes of estimations that only influence the current period, the influenced amount
will be recognized in the current period. For the changes of estimations that not only
influence the current period ,but also affect the future periods, the influenced amount
will be recognized in the current period and future period.
As of the balance sheet date, the material areas that need to be judged ,estimated
and assumed are listed below:
（1） The classification of lease
The lease are classified into operating lease and finance lease, according to the
“Accounting Standards for Business Enterprise No.21-Lease” .When making the
classification, the management need to make analysis and judgment about whether
all risk and reward related with the ownership of assets leased out have been
substantially transferred to the lessee or not ,or whether all risk and reward related
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
with the ownership of the assets leased have substantially assumed by the Group.
（2） The provision for allowance for bad debt
The Group applies the allowance method to estimate the bad debt, according to the
policy of accounts receivable. The impairment of accounts receivable is based on the
evaluation of accounts receivables possibility of collection. The difference between
the actual result and the original estimation would influence the accounts receivables
carrying value and cause the balance of allowance for bad debt to increase or
reverse back during the period when the estimation is changed.
（3） Provision for inventory
According to inventory accounting policy, the ending inventory is measured by the
lower of cost and net realizable value. When the cost is greater than the net
realizable value and the obsolete and unsalable inventory, the inventory falling price
reserve shall be withdrawn. Reduce the inventory to the net realizable value is based
on the evaluation the salable of the inventory and its net realizable value. Estimates
of net realizable value are based on the most reliable evidence available at the time
the estimates are made and take into consideration the purpose for which the
inventory is held and the influences of events occurring after the balance sheet date.
The difference between the actual result and original estimation will influence the
carrying amount of the inventory and cause the provision for inventory to increase or
reverse back during the period when the estimation is changed.
（4） The fair value of financial instrument
For the financial instrument lacking active trading market, the Group will use several
valuation methods to make sure the fair value. The methods include the model to
analyze the discounted cash flow etc. The Group will evaluate the following aspects,
such as the future cash flow, credit risk, market volatility and the relativity etc. and
then choose the applicable discounted rate, when making the evaluation. There are
uncertainties for the relevant assumptions whose changes will influence the fair value
of financial instrument.
（5） Provision for non-financial and non-current assets
The Group will make judgment on the non-current assets beside the financial assets
about whether there are signs for impairment on the balance sheet date. For the
intangible assets whose life is uncertain, when there are signs for impairment, it
should be tested for impairment, beside the yearly impairment test. Other non-current
assets beside the financial statement, when there are signs indicating that the
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
carrying value are unrecoverable, it should be tested for impairment.
When the carrying value of the asset or asset group is greater than the recoverable
amount (i.e., the net value of fair value less the cost of disposal and present value of
the predicted future cash flow whichever is higher), it indicates impairment.
The net value of fair value less the cost of disposal, is referred to the agreed sale
price of similar assets under fair trade or the observable market price, less the
incremental cost directly related with the disposal of the assets.
The Group need to make significant judgment to the output of assets (or assets
group), sale price, relevant operating cost and the discounted rate when estimating
the present value of future cash flows. The Group will make use of any relevant
material available when estimating the recoverable amount , including the
prediction of the output, sale price and relevant operating cost according to
reasonable and supportable assumptions.
The Group will test the goodwill for impairment at least once a year, which requires to
estimate the present value of the future cash flows of the assets and assets group
allocated with the goodwill . When estimating the present value to the future cash
flow, the Group need to estimate the cash flows generating from the assets and
assets group, and choose the applicable discount rate to determine the present
value.
（6） Depreciation and amortization
The Group use the straight-line method to depreciate and amortize the investment
real estate, fixed assets and intangible assets within the useful life after taking into
the consideration of the residual value. By the way, the amount of depreciation and
amortization during the report period are determined. The useful life is determined
based on past experience and the predicted technical changes of similar assets. If
there are significant changes of previous estimations, the depreciation and
amortization would be adjusted in the future periods.
（7） Deferred tax asset
To the degree that there are sufficient taxable profit to make up the deductible
losses, the Group will recognize the deferred tax assets for the un-used deductible
losses. It requires the management to apply massive judgments to estimate the time
and amount the taxable profits will generate in the future period combining with the
strategic of tax planning to determine the amount of deferred tax asset.
（8） Income tax
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There are some uncertainties for some trades ultimate tax treatment and calculation.
Some items need the determination from the tax authorities about whether they are
deductible before tax or not. If the ultimate tax determination are different with the
originally estimated amount, the difference will influence the current period income
tax and the deferred income tax when the tax determination are finally made.
29. Changes in major accounting policies and accounting estimates
(1) Changes of accounting policies
There were changes of accounting policies due to complication with the new
accounting standards.
At the beginning of the year 2014, the Ministry of Finance issued or revised the
followingaccounting standards bydocumentsCaikuai[2014]
No.6,No.7,No.8,No.10,No.11,No.14 and No.16 respectively: “Accounting
standards for business enterprise No.39- Fair Value Measurement”, ”Accounting
standards for business enterprise No.30- The presentation of financial
statements(revised in 2014) “,”Accounting standards for business enterprise No.9-
Employees benefits (revised in 2014) “,”Accounting standards for business
enterprise No33-The consolidation of financial statements(revised in
2014)” ,”Accounting standards for business enterprise No.40-The joint venture
arrangement”, “Accounting standards for business enterprise No.2- long-term equity
investment(revised in 2014)” and ”Accounting standards for business enterprise
No.41-disclosure interest in other entities”, requiring all business enterprises applying
with the Accounting Standards for Business Enterprises to implement it and
encouraging the business enterprises listed on the foreign stock market to implement
in advance from July.1,2014. Meanwhile, the Ministry of Finance issued the
“Accounting standards for business enterprises No.37-The presentation on financial
instrument(revised in 2014)” (thereinafter referred as “The standards for financial
instrument presentation”), requiring to comply with the standards in the financial
reports of year 2014 and thereafter when presenting the financial instrument.
According to the requirements of Ministry of Finance, the Group began to comply
with the seven newly issued or revised Accounting Standards for Business
Enterprises beside the Standards for presentation of financial instruments mentioned
above from July,2014. The Group complied with the standards for presentation of
financial instruments and made some adjustments when preparing the financial
report of year 2014. The influences of financial statements items and amounts of
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
current and previous periods are listed below:
Amount influenced to financial statement items of
Jan.1,2014/2013
The accounting policies changed and influences on the
Standards
Group Amount influenced
Item
increase―+‖/decrease―-‖
Before the ―Accounting Standards for Business Enterprises
Available-for-sale
No.2-Long-term equity investments(revised in 2014)‖ are +10,478,985.77
financial statement
implemented, the Group used the cost method when no
significant influences or common control, no quotation
are available in the active market and the fair value cannot
Accounting
be reliably measured to the investment in investee. After
Standards for
the ―Accounting Standards for Business Enterprise
Business
No.2-Long-term equity investments(revised in 2014) ‖ are
Enterprise
adapted, the investments in investees which the Group
No.2-Long-term Long-term equity
have no significant influences or common control, no -10,478,985.77
equity investment
quotation are available in the active market and the fair
investments:
value cannot be reliably measured, are classified as
available-for-sale financial assets. The Group adopted the
retroactive adjustment approach for such accounting policy
change and the comparative statements of 2014 were
restated.
Deferred tax asset +1,182,022.18
Long-term employee
+10,297,200.34
benefits
―Accounting Standards for Business Enterprise No.30-
Financial statements presentation(revised in 2014)‖ classify
Accounting the other comprehensive income into two categories:(1) Minority interest -134,191.68
Standards for Other comprehensive income that cannot be reclassified
into profit and loss in the future; (2)Other comprehensive
Business
income that would be classified into profit and loss when
Undistributed profit -8,980,986.48
Enterprise the specified conditions are met, meanwhile, regulate the
No.9-Employee presentation of the held-for-sale etc.. The Group has
complied with the new requirement when presenting the Administration
Benefits: -933,886.44
financial statements and restate the comparative financial expenses
statements presented.
Financial cost +580,459.20
Opening balance of
-9,266,211.45
profits
Accounting policies changes for other newly issued and revised Accounting
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Standards for Business Enterprise.
①”Accounting Standards for Business Enterprise No.9- Employee Benefits(revised in
2014)”:
Before the “Accounting Standards for Business Enterprise No.9- Employee Benefits
(revised in 2014)” are implemented, when the Group cannot unilaterally withdraw the
dismissal welfare provided for the plan on the cancellation of labor relationship or
layoff proposal which is officially made and will be implemented soon, the related
contingency liability incurred would be recorded into current period profits and losses.
After the “Accounting Standards for Business Enterprise No.9- Employee Benefits
(revised in 2014)”are implemented, the detailed policies about the dismissal welfare
are presented on note II.26. The adaption of “Accounting Standards for Business
Enterprise No.9- Employee Benefits (revised in 2014)” have no significant influences
on the Groups current financial statements presented. The Group has complied with
the new disclosure requirements.
②” Accounting Standards for Business Enterprise No.33- Consolidated financial
statements(revised in 2014)”:
For “Accounting Standards for Business Enterprise No.33- Consolidated financial
statements(revised in 2014)”, has same regulation :”The scope of consolidated
financial statement should be specified based on the control ”,but amends the
definition of control as “the investor having the rights on the investee , can get return
through joining the relevant activity of investee and have the ability to influence the
return by using the rights”. The revised standards require the investor to make a
judgment about whether the investee is controlled based on having a comprehensive
consideration of all relevant facts and conditions and provides more guidance on
the control power judgment. The Groups subsidiaries that had been included in the
scope of consolidation of financial statement in the previous years met the
requirements regulated by the revised standards. This change has no significant
influence on current years financial statements presented.
③”Accounting Standards for Business Enterprise No.37- the presentation of financial
instrument (revised in 2014)”:
“Accounting Standards for Business Enterprise No.37- the presentation of financial
instrument (revised in 2014)” adds the requirement on elimination and disclosure,
adds the disclosure requirement on transferring of financial assets, amends the
disclosure requirement for analysis on the maturity date of financial assets and
financial liabilities. Current financial statements presented have complied with the
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new requirements and the disclosure on comparative financial statements notes have
also been correspondently adjusted.
④”Accounting Standards for Business Enterprise No.39-Fair value measurement”:
“Accounting Standards for Business Enterprise No.39-Fair value measurement”
regulates the fair value measurement and disclosure. The adaption of the standards
has no significant influences on the current financial statement items, but it cause the
Group to disclose more widely about the fair value information on the notes to
financial statement. The current year financial statement has complied with the
disclosure requirement.
⑤ ”Accounting Standards for Business Enterprise No.40-The joint venture
arrangement”:
“Accounting Standards for Business Enterprise No.40-The joint venture arrangement”
regulate the accounting method for the joint venture having common control. The
standard regulates two kinds of joint venture arrangement: mutual office and joint
venture. The classification of the joint venture arrangement depends on the involved
parties rights and obligations to the joint venture arrangement. Mutual office is
referred to as the joint venture management where common operators have the right
to share and arrange the related assets and are obligated to undertake and arrange
the related liabilities. Its accounting treatment is based on common operators right
and obligation during the common operating. Joint venture is referred to as
the joint venture arrangement where the involving parties have the rights to the
arranged net assets and use the equity method to according to “Accounting
Standards for Business Enterprise Nno.2- Long-term equity investment”. The
adaption of the “Accounting Standards for Business Enterprise No.40-The joint
venture arrangement” has no significant influences on the current year financial
statement items presented.
⑥”Accounting Standards for Business Enterprise No.41-disclosure interest in other
equities”:
“Accounting Standards for Business Enterprise No.41-disclosure interest in other
equities” is applicable to disclose the enterprise interest in subsidiary, joint venture
arrangement, joint operation and structured body not included in the scope of
consolidated financial statement. The adaption of the “Accounting Standards for
Business Enterprise No.41-disclosure interest in other equities” cause the enterprise
to disclose more widely in the notes to the financial statements. The Groups current
year financial statements have complied with the standards and make the
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深圳市特力(集团)股份有限公司 2014 年年度报告全文
correspondent adjustments to the notes of comparative financial statements.
(2)Changes of accounting estimates
There were no changes of main accounting estimations during this period.
Ⅴ、 Principal Taxes Applied
Taxes and their rates
Category Taxable basis Tax rate
Value added tax (―VAT‖) Goods sales income, taxi operating income 17% & 3%
Proceeds from sales of properties, leasing income,
Business tax 5%
property management income
Business tax Construction, installation income 3%
Construction tax Turnover tax 7%
Educationsurcharge(Local Educationsurcharge) Turnover tax 5%
Income tax Income tax payable 25% & 16.5%
*The applied rate in the group is 25% exceptShenzhen Xinyongtong Dongxiao
Automobile Inspection Equipment Co., Ltd.
Ⅵ、 Notes to the Consolidated Financial Statements
Unless specified, the items of the Opening in the followings (including the notes to the
Company financial statements) refers to the date of January 1, 2014, the Closing
refers to the December 31, 2014.
1、 Monetary assets
Items Closing balance Opening balance
Cash on hand 84,813.57 126,751.33
Cash in bank 79,960,856.08 63,018,754.91
Other monetary funds -- 6,753,285.32
Total 80,045,669.65 69,898,791.56
Notes: the opening balance includes bank acceptance deposit RMB 6,732,343.46.
2、Accounts receivables
（1）Accounts receivable by categories
Closing balance
Items
Book balance Bad debt provision Carrying
120
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Amount (%) Amount (%) amount
Accounts receivable of which provision for bad debts
22,512,414.52 45.65 22,512,414.52 100.00 -- -
is of individually significant
The aging analysis of the receivables that are
2,137,058.59 4.33 763,800.70 35.74 1,373,257.89
grouped and impaired
Accounts receivable of which provision for bad debts
24,674,068.64 50.02 24,674,068.64 100.00 --
is of individually insignificant
Total 49,323,541.75 100.00 47,950,283.86 97.22 1,373,257.89
（continued）
Opening balance
Items Book balance Bad debt provision Carrying
Amount (%) Amount (%) amount
Accounts receivable of which provision for bad debts
20,131,654.12 40.69 20,131,654.12 100.00 --
is of individually significant
The aging analysis of the receivables that are
9,069,724.07 18.33 4,052,985.29 44.69 5,016,738.78
grouped and impaired
Accounts receivable of which provision for bad debts
20,273,298.57 40.98 20,273,298.57 100.00 --
is of individually insignificant
Total 49,474,676.76 100.00 44,457,937.98 89.86 5,016,738.78
① account receivables which has a significant closing balance to prepare bad-debt
年末余额
Account receivables Provision for bad
Carrying amount Ratio % Reason
debts
Shenzhen Jinlu trade Co.,Ltd. 9,846,607.00 9,846,607.00 100.00 Uncertainly withdraw
Guangdong Zhanjiang Sanxing antomobile
4,060,329.44 4,060,329.44 100.00 The age is too long to collect
Co.,Ltd
Changlong Wang 2,380,760.40 2,380,760.40 100.00 The age is too long to collect
Huizhou Jiandacheng Co.,Ltd. 2,021,657.70 2,021,657.70 100.00 It is less possible to collect
Jianglin automobile factory 1,191,059.98 1,191,059.98 100.00 The age is too long to collect
Yangjiang Automobile trade Co.,Ltd. 1,150,000.00 1,150,000.00 100.00 The age is too long to collect
Guangdong Province commodity group 1,862,000.00 1,862,000.00 100.00 The age is too long to collect
121
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Total amount 22,512,414.52 22,512,414.52 100.00 —
② Accounts receivable by aging balance
Closing balance
Aging
Carrying amount Provision for bad debts Ratio（%）
Within 1 year 529,056.59 -- --
1-2 years -- -- --
2-3 years 134,001.00 26,800.20 20.00
Over 3 years 1,474,001.00 737,000.50 50.00
Total 2,137,058.59 763,800.70 35.74
(2) Bad-debt collected in 2014
The bad-debt in 2014 is RMB 3,492,345.88 without collecting.
(3) Top 5 entities with the largest balances of accounts receivable
Relationship with the Proportion of the amount to
Name of entity Amount Age
Group the total AR (%)
Shenzhen Jinlu trade Co.,Ltd. Un-related party 9,846,607.00 Over 3year 19.96
Guangdong Zhanjiang Sanxing antomobile
Un-related party 4,060,329.44 Over 3year 8.23
Co.,Ltd
Changlong Wang Un-related party 2,380,760.40 Over 3year 4.83
Huizhou Jiandacheng Co.,Ltd. Un-related party 2,021,657.70 Over 3year 4.10
Guangdong Province commodity group Un-related party 1,862,000.00 Over 3year 3.78
Total 20,171,354.54 40.90
(4) Accountreceivables from which the financial instruments have transferred
There is no situation happened in 2014 under this condition.
(3) The value of transferred accountreceivables changed into asset or liabilities
There is no situation happened in 2014 under this condition.
3、Prepayments
(1) Aging analysis
Closing balance Opening balance
Aging
Amount (%) Amount (%)
122
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Within 1 year 6,384,573.51 91.45 8,210,636.79 98.81
1-2 years 586,865.42 8.41 -- --
2-3 years -- -- 8,360.00 0.10
Over 3 years 9,963.94 0.14 90,577.94 1.09
Total 6,981,402.87 100.00 8,309,574.73 100.00
(2) Top 5 entities with the largest balances of prepayments
The value of Top 5 entities in the closing balance is RMB6,846,594.92 with the ratio
of 98.07%.
4.Other receivables
(1) Other receivables by categories
Closing balance
Category Carrying amount Bad debt provision Carrying
Amount (%) Amount (%) amount
Other receivables of which provision for bad debts is
39,166,619.18 64.00 39,166,619.18 100.00 --
of individually significant
The aging analysis of the other receivables that are
11,354,470.45 18.55 3,449,471.01 30.38 7,904,999.44
grouped and impaired
Other receivables of which provision for bad debts is
10,675,308.95 17.45 10,675,308.95 100.00 --
of individually insignificant
Total 61,196,398.58 100.00 53,291,399.14 87.08 7,904,999.44
(Continued)
Opening balance
Category Carrying amount Bad debt provision Carrying amount
Amount (%) Amount (%)
Other receivables of which provision for bad debts is
37,789,294.43 63.15 37,789,294.43 100.00 --
of individually significant
The aging analysis of the other receivables that are
12,643,148.86 21.13 4,614,792.17 36.5 8,028,356.69
grouped and impaired
Other receivables of which provision for bad debts is
9,403,872.62 15.72 9,403,872.62 100.00 --
of individually insignificant
123
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Total 59,836,315.91 100.00 51,807,959.22 86.58 8,028,356.69
①the significantindividuals in the end of year
The closing balance
Name of companies Carrying Provision for
Ratio % Reason
amount bad debts
It is unexpected to collect since the
Zhongqi Huanan Automobile sales Co.,Ltd. 9,832,956.37 9,832,956.37 100.00
company has gone
It is unexpected to collect since the
Shenzhen Nanfang industry and trade Co.,Ltd. 7,359,060.75 7,359,060.75 100.00
company has gone
Win the case, this company do not
ShenZhen ZhongHao (Group) Co.,Ltd. 5,000,000.00 5,000,000.00 100.00
have asset to pay.
Jinbeili Household Company 2,706,983.51 2,706,983.51 100.00 It is too long to collect
It is unexpected to collect since the
Shenzhen Xinxingtai trade Co.,Ltd. 2,418,512.90 2,418,512.90 100.00
company has gone
Shenzhen Petrochemical Group 1,889,129.04 1,889,129.04 100.00 It is unexpected to collext
It is unexpected to collect since the
Huatong casing Co.,Ltd. 1,212,373.79 1,212,373.79 100.00
company has gone
It is unexpected to collect since the
Shenzhen jinhe mould Co.,Ltd. 1,023,560.00 1,023,560.00 100.00
company has gone
It is unexpected to collect since the
Heyuan dongfeng 930,000.00 930,000.00 100.00
company has gone
Shenzhen nuoer electromechanical Co.,Ltd. 906,024.60 906,024.60 100.00 It is too long to collect
Shenzhen South Great Wall investment Co.,Ltd. 819,460.91 819,460.91 100.00 It is uncertain to collect
It is unexpected to collect since the
Shenzhen Xiandao chemical materials Co.,Ltd.*2 660,790.09 660,790.09 100.00
company has gone
Shenzhen Baodong real estateCo.,Ltd. 609,773.00 609,773.00 100.00 It is too long to collect
Others 3,797,994.22 3,797,994.22 100.00 It is too long to collect
Total 39,166,619.18 39,166,619.18 100.00
②Other receivable by aging balance
aging Closing balance
124
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Carrying amount preparation ratio(%)
Within 1 year 3,479,675.87 -- --
1-2 years 724,510.45 36,225.52 5.00
2-3 years 539,654.51 107,930.69 20.00
Over 3 years 6,610,629.62 3,305,314.80 50.00
Total 11,354,470.45 3,449,471.01
(2) Situation of bad-debt in 2014
The value of bad-debt in 2014 is RMB1,530,722.09. Probably it collects
RMB47,282.17.
where：the collectable amount in 2014
name amount Collecting way
Shenzhen xiandao materialCo.,Ltd 47,282.17 By cash
Total amount 47,282.17
(3) As at 31 December 2014, the companys five largest other receivable balances
are analyzed as follows:
percentage of
Relationship with the The closing total other Bad-debt closing
Name of companies Age
company balance receivable balance
balance
Zhongqi Huanan Automobile sales 9,832,956.37 16.07 9,832,956.37
Non-related party Over 3 years
Co.,Ltd.
Shenzhen Nanfang industry and trade 7,359,060.75 12.03 7,359,060.75
Non-related party Over 3 years
Co.,Ltd.
ShenZhen ZhongHao (Group) Co.,Ltd. Non-related party 5,000,000.00 Over 3 years 8.17 5,000,000.00
Shenzhen kaifeng Automobile Co., Ltd. Non-related party 4,413,728.50 Over 3 years 7.21 4,413,728.50
Jinbeili Household Company Non-related party 2,706,983.51 Over 3 years 4.42 2,706,983.51
Total 29,312,729.13 47.90 29,312,729.13
（4）the classification of other receivables
category The carrying amount of closing balance The opening balance
125
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Related-party 4,803,420.77 4,924,177.02
others 56,392,977.81 54,912,138.89
Total 61,196,398.58 59,836,315.91
5、Inventory
(1) Categories of inventory
Closing balance
Items
Carrying amount Provision for inventories Net carrying amount
Raw materials 14,887,672.70 14,771,812.17 115,860.53
Low-value consumable products 4,053.49 -- 4,053.49
Finished products 62,007,456.28 13,918,344.12 48,089,112.16
Total 76,899,182.47 28,690,156.29 48,209,026.18
（continued）
Opening balance
Items
Carrying amount Provision for inventories Net carrying amount
Raw materials 15,286,724.01 14,771,812.17 514,911.84
Low-value consumable products 25,935.10 -- 25,935.10
Finished 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
（2）Preparation of bad-debt
Increase in 2014 decrease in 2014
Opening
Item Closing balance
balance withdraw others collected others
Raw materials 14,771,812.17 -- -- -- -- 14,771,812.17
Low-value consumable products -- -- -- -- -- --
Finished products 13,983,189.70 -- -- 64,845.58 -- 13,918,344.12
Total amount 28,755,001.87 -- -- 64,845.58 -- 28,690,156.29
（3）the reason of withdrawing bad-debt
The reasons of
Item reasons The reasons of collecting
ithdrawing
126
深圳市特力(集团)股份有限公司 2014 年年度报告全文
The reasons of
Item reasons The reasons of collecting
ithdrawing
The correspondentinventorieshave been
Finished roducts Realizable value is lower than the cost --
sold
6. Other current assets
Item Closing balance Opening balance
Deductible input tax 7,618,278.77 11,644,102.02
Non-public fees 1,350,000.00 --
Total 8,968,278.77 11,644,102.02
7、Available-for-sale financial assets
（1）the situation of available-for-sale financial assets
The closing balance The opening balance
The remaining The remaining
items Preparation of Carrying Preparation Carrying
of Carrying of Carrying
bad-debt amoun of bad-debt amoun
amount amount
Available-for-sale equity 18,605,225.77 8,126,240.00 10,478,985.77 20,085,394.57 8,126,240.00 11,959,154.57
investments
include：Shares of China -- -- -- 1,480,168.80 -- 1,480,168.80
Merchants Bank
Disclosure used 18,605,225.77 8,126,240.00 10,478,985.77 18,605,225.77 8,126,240.00 10,478,985.77
cost method
Total 18,605,225.77 8,126,240.00 10,478,985.77 20,085,394.57 8,126,240.00 11,959,154.57
127
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
（2）The closing balance of available-for-sale financial assets
Carrying amount Preparation for bad-debt
names Closing Opening Closing ratio（%）
Opening balance increase decrease increase decrease
balance balance balance
Zhongguo pufa Co.ltd 10,176,617.20 -- -- 10,176,617.20 -- -- -- -- 4.94
Shenzhen jingwei Co.ltd 4,000,000.00 -- -- 4,000,000.00 4,000,000.00 -- -- 4,000,000.00 12.50
Shenzhen mosike Co.ltd 825,000.00 -- -- 825,000.00 825,000.00 -- -- 825,000.00 7.00
Wuhan weite Hotel 640,000.00 -- -- 640,000.00 640,000.00 -- -- 640,000.00
Shenzhen Petrochemical 1 million
700,000.00 -- -- 700,000.00 700,000.00 -- -- 700,000.00
Industry (Group) Co., Ltd. shares
Shenzhen shuntian 600,000.00 -- -- 600,000.00 600,000.00 -- -- 600,000.00 11.10
shenzhen jinhe utomobile
453,440.00 -- -- 453,440.00 453,440.00 -- -- 453,440.00 15.00
development Co.ltd
Shenzhen zhongqi service
600,000.00 -- -- 600,000.00 600,000.00 -- -- 600,000.00 6.25
center
minilong 162,000.00 -- -- 162,000.00 162,000.00 -- -- 162,000.00 6.25
Shenzhen bikesitong
302,368.57 -- -- 302,368.57 -- -- -- -- 7.50%
equipment Co.ltd
Risheninternational o.ltd 145,800.00 -- -- 145,800.00 145,800.00 -- -- 145,800.00 7.50%
128
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Shenzhen xinyongtong
-- -- -- -- -- -- -- -- 18%
automobile service Co.ltd
Total 18,605,225.77 -- -- 18,605,225.77 8,126,240.00 -- -- 8,126,240.00 —
129
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
（3）Changes of impairment provision on available-for-sale financial assets
available-for-sale available-for-sale
Items Total
equity instrument liabilities instrument
opening 8,126,240.00 -- 8,126,240.00
Withdraw in 2014 -- -- --
where：from comprehensive profits -- -- --
decrease -- -- --
where：fair value of return back -- -- --
closing 8,126,240.00 -- 8,126,240.00
8、Held-to-maturity
（1）situation
Closing balance Opening balance
item The remaining of Preparation Carrying The remaining of Preparation Carrying
Carrying amount of bad-debt amoun Carrying amount of bad-debt amoun
National coupons 120,000.00 20,000.00 100,000.00 120,000.00 20,000.00 100,000.00
total 120,000.00 20,000.00 100,000.00 120,000.00 20,000.00 100,000.00
9、Long-term receivables
（1）situation
Closing balance Opening balance The
discount
items The remaining of Preparation of Carrying The remaining of Preparation of Carrying
rate
Carrying amount bad-debt amoun Carrying amount bad-debt amoun
range
other：
Long-term equity 2,179,203.68 2,179,203.68 - 2,179,203.68 2,179,203.68 -
Where: Shenzhen
Tellus Automobile Services 2,179,203.68 2,179,203.68 - 2,179,203.68 2,179,203.68 -
Chain Co.,Ltd.*
total 2,179,203.68 2,179,203.68 - 2,179,203.68 2,179,203.68 -
*Note：This is the joint venture party of the group, so it should be regarded as equity.
At 2014/12/31，the liability of this company is beyond the asset and equity is negative.
As a result, the carrying amount is equal to zero. During the auditing period, this
130
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
company is gone, so there is a 100% preparation of bad-debt.
10、Long-term equity investments
The increase and decrease in 2014
Increasi Decreasi The adjustment
Investee Opening balance ng ng Investment income of Other
investm investme under equity-method comprehensive changes
ent nt profits
Ⅰ、cooperative companies
Shenzhen Tellus Jimeng Investment Co.,Ltd. 59,672,265.92 -- -- 45,377.02 -- --
Shenzhen Tellus Xing Investment Co.,Ltd. 8,925,614.03 -- -- 387,457.37 -- --
total 68,597,879.95 -- -- 432,834.39 -- --
Ⅱ、joint venture
Shenzhen Xing Long Mechanical Models
15,878,254.74 -- -- -- -- --
Co.,Ltd. *Note
Shenzhen Tellus Automobile Services Chain
-- -- -- -- -- --
Co.,Ltd.
Shenzhen Ren fu Tellus Automobiles Services
68,285,253.75 -- -- 13,827,383.85 -- --
Co.,Ltd.
Shenzhen Automobile Industrial Import and
8,278,240.60 -- -- -4,301.27 -- --
Export Co.,Ltd
Shenzhen Dongfeng Automobile Co., Ltd. 29,221,071.32 -- -- 10,962,855.04 -- --
Shenzhen Xinyongtong Tenology Co.,Ltd 528,942.14 -- -- -6,208.97 -- --
Shenzhen Xinyongtong Pump and
127,836.59 -- -- -- -- --
Environmental Protection Co.,Ltd
henzhen Xinyongtong Consulting Service
41,556.83 -- -- -- -- --
Co.,Ltd.
Shenzhen Xinyongtong Automobile Service Co.,Ltd. 223,274.43 -- -- -96,771.00 -- --
131
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
The increase and decrease in 2014
Increasi Decreasi The adjustment
Investee Opening balance ng ng Investment income of Other
investm investme under equity-method comprehensive changes
ent nt profits
Shenzhen Xinyongtong Dongxiao Automobile
175,844.33 -- -- -175,844.33 -- --
Parts Sales Co.,Ltd.
Shenzhen Xinyongtong Xinda Inspection
164,282.89 -- -- -164,282.89 -- --
Eqiupment Co.,Ltd
Hunan Changyang Industrial Co.,Ltd.*Note① 1,810,540.70 -- -- -- -- --
Shenzhen Jiecheng Electronic Co.,Ltd.*Note
3,225,000.00 -- -- -- -- --
①
Shenzhen Xiandao chemical materials
4,751,621.62 -- -- -- -- --
Co.,Ltd.*Note①
China Perfect Machinery Industry Co.,Ltd. 400,000.00 -- -- -- -- --
Shenzhen General Standard software
500,000.00 -- -- -- -- --
Co.,Ltd.*Note①
Shenzhen torch spark plug Industrial
17,849.20 -- -- -- -- --
Co.,Ltd.*Note①
Zhongqi South China automobile sales
2,250,000.00 -- -- -- -- --
Co.,Ltd. *Note①
Shenzhen Bailiyuan Power Co.,Ltd.*Note① 1,320,000.00 -- -- -- -- --
Shenzhen Yiming Automobile Trading Co.,Ltd. 200,001.10 -- -- -- -- --
total 137,399,570.24 -- -- 24,342,830.43 -- --
Ⅲ、others
Shenzhen Hanli Hi-technology Ceramics
1,956,000.00 -- -- -- -- --
Co.,Ltd.*Note *②
Nanfang Automobile Repairing center *Note *
6,700,000.00 -- -- -- -- --
②
total 8,656,000.00 -- -- -- -- --
132
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
The increase and decrease in 2014
Increasi Decreasi The adjustment
Investee Opening balance ng ng Investment income of Other
investm investme under equity-method comprehensive changes
ent nt profits
total 214,653,450.19 -- -- 24,775,664.82 -- --
（continued）
The increase and decrease in 2014 The closing
investee Declaration of cash Preparation The closing balance preparation for
others
dividends or profits for bad-debt bad-debt
Ⅰ、joint venture
Shenzhen Tellus Jimeng investment Co.,Ltd. -- -- -- 59,717,642.94 --
Shenzhen Tellus Xing Investment Co.,Ltd. -- -- -- 9,313,071.40 --
Subtotal -- -- -- 69,030,714.34 --
Ⅱ、Associated enterprises
Shenzhen Xing Long Mechanical Models
-- -- -- 15,878,254.74 --
Co.,Ltd.
Shenzhen Tellus Automobile Services Chains
-- -- -- -- --
Co.,Ltd.
Shenzhen Ren Fu-Tellus Automotive Service
-4,900,000.00 77,212,637.60 --
Co.,Ltd.
Shenzhen Automobile Industrial Import and
-- -- -- 8,273,939.33 --
Export Co.,Ltd.
Shenzhen Dongfeng Automobile Co., Ltd. -- -- -- 40,183,926.36 --
Shenzhen Tellus Xinyongtong Technoledge
-- -- -- 522,733.17 --
Co., Ltd.
Shenzhen Xinyongtong Pump and -- -- -- 127,836.59 127,836.59
133
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
The increase and decrease in 2014 The closing
investee Declaration of cash Preparation The closing balance preparation for
others
dividends or profits for bad-debt bad-debt
Environmental Protection Co.,Ltd
Shenzhen Xinyongtong Consulting Co.,Ltd -- -- -- 41,556.83 --
Shenzhen Xinyongtong Automobile Service
-- -- -- 126,503.43 --
Co.,Ltd.
Shenzhen Xinyongtong Dongxiao Automobile
-- -- -- -- --
Parts Sales Co.,Ltd.
Shenzhen Yongtong Xinda Inspection
-- -- -- -- --
Equipment Co.,Ltd.
Hunan Changyang Industrial Co.,Ltd.*Note① -- -- -- 1,810,540.70 1,810,540.70
Shenzhen Jiecheng Electronic Co.,Ltd.*Note
-- -- -- 3,225,000.00 3,225,000.00
①
Shenzhen Pilot New Chemical Materials
-- -- -- 4,751,621.62 4,751,621.62
Co.,Ltd.*①
China Automobile industry shenzhen trading
-- -- -- 400,000.00 400,000.00
Co.,Ltd. *Note①
Shenzhen General Standard software
-- -- -- 500,000.00 500,000.00
Co.,Ltd.*Note①
Shenzhen torch spark plug Industrial
-- -- -- 17,849.20 17,849.20
Co.,Ltd.*Note①
Zhongqi South China automobile sales
-- -- -- 2,250,000.00 2,250,000.00
Co.,Ltd. *Note①
Shenzhen Bailiyuan Power Co.,Ltd.*Note① -- -- -- 1,320,000.00 1,320,000.00
Shenzhen Yiming Automobile Trading Co.,Ltd. -- -- -- 200,001.10 200,001.10
Subtotal -4,900,000.00 -- -- 156,842,400.67 14,602,849.21
Ⅲ、others
Shenzhen Hanli Hi-technology Ceramics
-- -- -- 1,956,000.00 1,956,000.00
Co.,Ltd.*②
134
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
The increase and decrease in 2014 The closing
investee Declaration of cash Preparation The closing balance preparation for
others
dividends or profits for bad-debt bad-debt
Shenzhen Nanfang Automobile Repairing
-- -- -- 6,700,000.00 6,700,000.00
center *②
subtotal -- -- -- 8,656,000.00 8,656,000.00
Total -4,900,000.00 -- -- 234,529,115.01 23,258,849.21
Note ： * ① Companies have been withdrawn, so we have already got 100%
preparation for the bad-debt.
*②other details will be founded note VIII-1.
11、Real estate Investment
（1）Measured by the cost of investment in real estate
Construction in
Items House, Building Land use right Total
process
I. Originalbookvalue
1、Opening balance 157,934,497.31 -- -- 157,934,497.31
2、Increased at this period 1,235,220.29 -- -- 1,235,220.29
（1）land premium 1,235,220.29 -- -- 1,235,220.29
3、Decrease at this period -- -- -- --
（1）Disposal -- -- -- --
4、Closing balance 159,169,717.60 -- -- 159,169,717.60
II 、 Total accumulated depreciation and
accumulated amortization
1、Opening balance 69,511,823.40 -- -- 69,511,823.40
2、Increased at this period 4,574,148.48 -- -- 4,574,148.48
（1）Provisionor amortization 4,574,148.48 -- -- 4,574,148.48
3、Decrease at this period -- -- -- --
（1）Disposal -- -- -- --
135
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Construction in
Items House, Building Land use right Total
process
4、Closing balance 74,085,971.88 -- -- 74,085,971.88
III. Impairment allowance
1、Opening balance -- -- -- --
2、Increased at this period -- -- -- --
（1）Provision -- -- -- --
3、Decrease at this period -- -- -- --
（1）Disposal -- -- -- --
4、Closing balance -- -- -- --
IV.Book value
1、Closing book value 85,083,745.72 -- -- 85,083,745.72
2、Book value at year beginning 88,422,673.91 -- -- 88,422,673.91
（2）The details of real estate investment of ownership or use-right restrictionrefer to
NoteVI-49.
136
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
12、Fixed assets
（1）List of fixed assets
Machinery equipment Transportation Office equipment and Self-owned housing
Item House and buildings Electronic equipment Total
equipment others decoration
I.Originalbookvalue
1、Opening balance 271,461,252.09 20,030,803.65 7,102,578.90 9,947,993.60 5,792,338.71 2,861,491.10 317,196,458.05
2、Increased at this period 121,477.51 389,527.94 962,684.84 1,871,958.03 53,106.00 194,978.85 3,593,733.17
（1）Purchase 121,477.51 389,527.94 962,684.84 1,871,958.03 53,106.00 194,978.85 3,593,733.17
3、Decreased at this period -- 217,142.95 1,832,781.93 253,910.35 1,666,173.48 -- 3,970,008.71
（1）Disposal or scrap -- 217,142.95 1,832,781.93 253,910.35 1,666,173.48 -- 3,970,008.71
4、Closing balance 271,582,729.60 20,203,188.64 6,232,481.81 11,566,041.28 4,179,271.23 3,056,469.95 316,820,182.51
II. Accumulateddepreciation
1、Opening balance 124,871,914.63 15,768,665.36 5,704,485.10 7,553,762.51 5,183,078.95 2,569,345.63 161,651,252.18
2、Increased at this period 8,010,001.88 392,561.35 249,367.95 1,595,855.71 86,592.37 196,185.41 10,530,564.67
（1）Provision 8,010,001.88 392,561.35 249,367.95 1,595,855.71 86,592.37 196,185.41 10,530,564.67
3、Decreased at this period -- 195,428.65 1,806,500.76 232,472.25 1,552,896.47 -- 3,787,298.13
（1）Disposal or scrap -- 195,428.65 1,806,500.76 232,472.25 1,552,896.47 -- 3,787,298.13
4、Closing balance 132,881,916.51 15,965,798.06 4,147,352.29 8,917,145.97 3,716,774.85 2,765,531.04 168,394,518.72
137
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Machinery equipment Transportation Office equipment and Self-owned housing
Item House and buildings Electronic equipment Total
equipment others decoration
III. Impairment allowance
1、Opening balance 3,555,385.70 1,646,060.95 6,165.00 17,984.71 69,562.98 281,382.73 5,576,542.07
2、Increased at this period -- -- -- -- -- -- --
（1）Provision -- -- -- -- -- -- --
3、Decreased at this period -- -- -- -- -- -- --
（1）Disposal or scrap -- -- -- -- -- -- --
4、Closing balance 3,555,385.70 1,646,060.95 6,165.00 17,984.71 69,562.98 281,382.73 5,576,542.07
IV.Book value
1、Closing book value 135,145,427.39 2,591,329.63 2,078,964.52 2,630,910.60 392,933.40 9,556.18 142,849,121.72
2、Opening book value 142,303,360.34 2,488,134.34 1,970,242.40 2,758,163.72 428,444.08 20,318.92 149,968,663.80
138
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Note：Current depreciation is RMB10,530,564.67.There is no fixed assets transferred
fromconstruction in progress in current period.
（2）Temporary idle fixed assets
The Company had no temporary idle fixed assets at the end of this period.
（3）Fixed assets with un-completed property certificates
Items Book Value Reasons for un-completed certificates
Shuibei Zhongtian building 1,431,720.18 Reason left over by history
Hostel at North Remin Road 5,902.41 Reason left over by history
Songquan apartment（Mix） 62,464.82 Reason left over by history
Tellus building underground park 12,072,036.32 Unable to handle real estate license
Tellus building Conversion layer 2,210,125.40 Unable to handle real estate license
Warehouse of trading department 115,114.21 Reason left over by history
Warehouse 1,103,549.17 Reason left over by history
The 1st、2nd factory building, andfloor 3 to 5, the 3rd
5,090,999.45 Reason left over by history
factory building, Taoyuan Road
Yongtong building 48,219,727.63 Reason left over by history
The 16th apartment house, Taohua Yuan 2,110,008.96 Reason left over by history
Automobile building 21,166,578.49 Reason left over by history
Floor 1 of business housing,Baoan 1,294,151.01 Reason left over by history
Zhonghe building 6,027,578.61 Reason left over by history
Total 100,909,956.66
（4）The fixed assets with restricted ownership
Details of the fixed assets with restricted ownership refer toNote VI-49
13、Project under construction
（1）Project under construction
Closing balance Opening balance
Item Provision for Provision for
Book balance Book value Book balance Book value
devaluation devaluation
Shuibei Jewelry Building 122,551,469.97 -- 122,551,469.97 41,642,020.40 -- 41,642,020.40
Total 122,551,469.97 -- 122,551,469.97 41,642,020.40 -- 41,642,020.40
（2）Changes of significant construction in progress
139
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Increase atthis Transferred to Other
Name Budget Opening balance Closing balance
period fixed assets decrease
Shuibei Jewelry Building 4,136.4million 41,642,020.40 80,909,449.57 -- -- 122,551,469.97
Total 41,642,020.40 80,909,449.57 -- -- 122,551,469.97
（continued）
Capitalization of
Progress of Capitalizationof Including：Current amount of
Name Proportion(%) interest ratio Source of funds
work interestaccumulated capitalization of interest
（%）
Shuibei Jewelry
29.63% -- 11,005,145.89 9,025,159.20 7.13% Self-financing
Building
Total 11,005,145.89 9,025,159.20
（3）Provision for devaluation for current year.
There is no provision for devaluation for construction in progress at the end of December
31st, 2014.
14、Intangible assets
（1）List of intangible assets
Items Land use right Trademarks Software Total
1. Total original price
1、Opening balance -- 75,000.00 250,000.00 325,000.00
2、Increased at this period 54,284,923.80 20,800.00 409,685.00 54,715,408.80
（1）Purchase 54,284,923.80 20,800.00 409,685.00 54,715,408.80
3、Decreased at thisperiod -- -- -- --
（1）Disposal -- -- -- --
4、Closing balance 54,284,923.80 95,800.00 659,685.00 55,040,408.80
II. Accumulated amortization
1、Opening balance -- 41,744.96 250,000.00 291,744.96
2、Increased at this period 743,629.09 8,019.99 72,780.80 824,429.88
(1)Provision 743,629.09 8,019.99 72,780.80 824,429.88
3、Decreased at this period -- -- -- --
（1）Disposal -- -- -- --
4、Closing balance 743,629.09 49,764.95 322,780.80 1,116,174.84
140
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Items Land use right Trademarks Software Total
III.Impairment allowance
1、Opening balance -- -- -- --
2、Increased at this period -- -- -- --
（1）Provision -- -- -- --
3、Decreased at this period -- -- -- --
（1）Disposal -- -- -- --
4、Closing balance -- -- -- --
IV.Book value
1. Closing book value 53,541,294.71 46,035.05 336,904.20 53,924,233.96
2. Opening book value -- 33,255.04 -- 33,255.04
Note：The current year amortization is RMB824,429.88.
（2）The Company had no intangible assets with restricted ownership at the end of this
period.
（3）The Company had no Intangible assets with uncertain service life at the end of this
period.
15、Long term amortize expenses
Items Opening balance Increase in this period Amortizedexpenses Other decrease Closing balance
Renovation fee 685,239.38 178,628.52 269,261.36 -- 594,606.54
Insurance expense of bank
deposit and loan commitment 162,799.58 313,237.47 164,772.58 -- 311,264.47
fee
Total 848,038.96 491,865.99 434,033.94 -- 905,871.01
16、Deferred income tax assets/deferred income tax liabilities
（1）Details of the recognized deferred income tax assets
Closing balance Opening balance
Items Deductible temporary Deductible temporary Deferred income tax
Deferred income tax assets
difference difference assets
Allowances for Assets
78,585,491.56 19,646,372.90 78,580,991.56 19,645,247.90
Impairment
Equity investment variance 14,844,139.31 3,711,034.83 14,844,139.31 3,711,034.83
Employee benefits 4,598,254.14 1,149,563.54 4,728,088.71 1,182,022.18
141
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
（Defined-Benefit Plan）
Unrealized Profit on
Transactions with associate 4,685,911.12 1,171,477.78 4,841,679.92 1,210,419.98
Companies
Total 102,713,796.13 25,678,449.05 102,994,899.50 25,748,724.89
（2）Details of the recognized deferred income tax liabilities
Closing balance Opening balance
Items Taxable temporary Deferred income tax Taxable temporary Deferred income tax
differences liabilities differences liabilities
Depreciation of fixed assets 2,893,836.72 723,459.18 3,877,783.92 969,445.98
Changes in fair value
-- -- 1,114,567.52 278,641.88
offinancialassetsavailableforsale
Total 2,893,836.72 723,459.18 4,992,351.44 1,248,087.86
（3）Details of the un-recognized deferred income tax assets
Items Closing balance Opening balance
Deductible temporary difference 22,631,660.03 21,779,782.69
Deductible loss 15,101,430.98 15,227,451.98
Total 37,733,091.01 37,007,234.67
（4）Deductible losses of the un-recognized deferred income tax asset will expire in the
following years
Year Closing balance Opening balance Remark
2015 8,294,521.87 9,069,921.77
2016 6,106,031.92 9,648,646.48
2017 8,117,981.88 8,496,391.66
2018 15,579,607.94 23,314,676.45
2019 22,307,580.30 --
Total 60,405,723.91 50,529,636.36
17、Other non-current assets
Items Closing balance Opening balance
Prepaid 50% land price of Shuibei Jewelry Building -- 26,339,112.00
142
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Items Closing balance Opening balance
Total -- 26,339,112.00
18、Provision for asset impairment
Decrease Closing balance
Items Opening balance Increase
Reversal Expanded
I.Bad debt provision 98,445,100.88 5,023,067.97 47,282.17 -- 103,420,886.68
II. Provision for impairment of held-to-maturity
20,000.00 -- -- -- 20,000.00
investments
III.Provision for decline in value of inventories 28,755,001.87 64,845.58 -- 28,690,156.29
IV.Provision for impairment of long-term investments 23,258,849.21 -- -- -- 23,258,849.21
V.Provision for impairment of fixed assets 5,576,542.07 -- -- -- 5,576,542.07
VI.Provision for impairment of available-for-sale
8,126,240.00 -- -- -- 8,126,240.00
financial assets
Total 164,181,734.03 5,023,067.97 112,127.75 -- 169,092,674.25
19、Short-term loan
（1）Categories of short-term loans
Items Closing balance Opening balance
Pledge Loan -- --
Mortgage Loan 44,000,000.00 90,217,530.93
Loan on Guarantee 10,000,000.00 --
Credit Loan 20,719,672.00 20,752,422.00
Total 74,719,672.00 110,969,952.93
Details of assets for mortgage loan refer to NoteVI-49.
The ending balance of credit loans includes RMB 18,919,672.00 loan borrowed from the
holding company (Shenzhen Tefa Group Co., Ltd.)， the company do not set the expire
date.
The ending balance of loan on guarantee was borrowed fromIndustrial Bank Shenzhen
Tianan Branch byShenzhen Automobile Industry and Trading Co.,Ltd. (wholly owned
subsidiary) at September 16th, 2014, with the Company as guarantor. The contract signed
143
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
wereIndustrial BankTianan Credit 【2014】 No.0065 and Industrial BankTianan Liujie
【2014】No.0080.
（2）There is no overdue short-term loans at the end of this period.
20、Notes payable
Items Closing balance Opening balance
Trade acceptance -- --
Bank acceptance -- 15,920,748.09
合计 -- 15,920,748.09
Note: There is no overdue note payableat the end of this period.
21、Account payable
（1）Account payable
Items Closing balance Opening balance
Account payable 22,340,922.90 22,008,010.24
Total 22,340,922.90 22,008,010.24
（2）Significant accounts payable that aged over one year
Items Closing balance The reason for not repaid or carried forward
Shenzhen Tefa Real Estate Co.,Ltd. 6,054,855.46 Not repaid by related company
Total 6,054,855.46
22、Advance account
（1）Advance account
Aging Closing balance Opening balance
Within 1 year 9,242,967.59 21,318,369.31
1to 2 years 34,657.64 38,816.50
2to 3 years -- 41,632.58
Over 3 years 701,541.66 689,048.12
Total 9,979,166.89 22,087,866.51
Note：The balance of advance accountover 3 years mainly caused by the amount of
the subsidiary (Shenzhen Xinyongtong Automobile Inspection Equipment Co.,Ltd.). This
amount do not transferred to revenue as the client did not check upon delivery.
144
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
23、 Employee benefits payable
（1） Details of employee benefits payable
Decrease in this
Items Opening balance Increase in this period Closing balance
period
I. Short-term remuneration 14,166,741.37 57,404,664.20 54,946,945.46 16,624,460.11
II. Post-employment benefit-defined
241,946.25 7,830,591.27 7,532,812.60 539,724.92
benefit plans
III. Severance welfares -- 764,300.68 764,300.68 --
IV. Other benefits due within 1 year -- -- -- --
Total 14,408,687.62 65,999,556.15 63,244,058.74 17,164,185.03
（2） Details of short-term remuneration
Increase in this
Items Opening balance Decrease in this period Closing balance
period
I. Salary, bonus, allowance and
11,725,583.79 48,396,678.02 45,943,636.83 14,178,624.98
subsidies
II. Employee welfare -- 2,045,356.27 2,045,356.27 --
III.Social insurance premium 108,984.21 2,500,217.27 2,598,817.29 10,384.19
Including:Medical insurance premium 108,984.21 2,239,665.95 2,339,337.45 9,312.71
Industries insurance premium -- 107,538.83 107,062.67 476.16
Maternity insurance premium -- 153,012.49 152,417.17 595.32
IV. Housing fund 2,057,930.83 3,056,570.79 2,960,464.20 2,154,037.42
V. Union expenses and employee
274,242.54 1,280,246.66 1,273,075.68 281,413.52
education expenditure
VI. Short-term paid absence -- -- -- --
VII. Short-term profit share plan -- -- -- --
VIII.Others -- 125,595.19 125,595.19 --
Total 14,166,741.37 57,404,664.20 54,946,945.46 16,624,460.11
（3）The details of defined contribution plans
Increase in this
Items Opening balance Decrease in this period Closing balance
period
145
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Increase in this
Items Opening balance Decrease in this period Closing balance
period
I.Basic endowment insurance premium 122,752.65 6,019,172.52 6,005,512.30 136,412.87
II. Unemployment insurance premium -- 254,437.59 253,382.33 1,055.26
III. Company annuity payment 119,193.60 1,556,981.16 1,273,917.97 402,256.79
Total 241,946.25 7,830,591.27 7,532,812.60 539,724.92
24、Taxes and fees payable
Items Closing balance Opening balance
VAT 243,780.42 547,825.41
Corporate income tax 835,558.77 846,602.53
Enterprise income tax 1,259,693.58 8,474,718.22
Individual income tax 79,246.30 89,774.62
Urban construction and maintenance tax 106,786.05 128,615.66
Property tax 858,788.79 847,387.91
Land VAT 5,362,442.05 5,362,442.05
Land tax 172,536.12 171,606.95
Education surcharge 118,873.26 162,890.42
Embankment protection fees -- 1,687.03
Others 17,387.93 53,711.42
Total 9,055,093.27 16,687,262.22
25、Other payable
（1）General information
Items Closing balance Opening balance
Related parties transactions and loan、interest 65,230,936.82 58,996,200.34
Deposit、security bond 16,165,861.14 12,242,528.34
Others 33,136,283.69 36,570,856.98
146
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Items Closing balance Opening balance
Total 114,533,081.65 107,809,585.66
（2）Significant other payable that aged over one year
Items Closing balance The reason for not repaid or carried forward
Shenzhen Tefa Group Co.,Ltd. 59,782,492.72 There are no expire dated decide by the holding company
Total 59,782,492.72
26、Non-current liabilities due within one year
Items Closing balance Opening balance
Long-term borrowings due within one year（NoteVI-27） 120,700,000.00 12,000,000.00
Total 120,700,000.00 12,000,000.00
27、Long-term borrowings
Items Closing balance Opening balance
Mortgaged loan 226,297,550.55 70,000,000.00
Credit loan 73,000,000.00 73,000,000.00
Less：Non-current liabilities due within one year（NoteVI-26） 120,700,000.00 12,000,000.00
Total 178,597,550.55 131,000,000.00
Types and amount of assets mortgaged refer to NoteVI-49.
The closing balance of credit loan was borrowed from holding company (Shenzhen Tefa
Group Co., Ltd.) at December 24th, 2012, with term of repayment from December 25th, 2012
to December 24th, 2015. The interest calculated by the benchmark one-year lending rate of
People's Bank of China.
28、Long-term Payables
Items Closing balance Opening balance
Employee housing deposit 3,908,848.40 3,908,848.40
Technical innovation 11,311.96 11,311.96
Dongfeng Automobile Co., Ltd. 9,737,330.58 9,399,521.23
Total 13,657,490.94 13,319,681.59
29、Long-term employee benefits payable
147
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
（1）Details of long-term employee benefits payable
Items Closing balance Opening balance
I. Post-employment benefit-defined benefit plans 9,953,557.75 10,297,200.34
II.Severance welfares -- --
III. Others -- --
Total 9,953,557.75 10,297,200.34
（2）Changes of defined benefit plans
①Present value of defined benefit obligation
Items 本年发生额 上年发生额
I.Opening balance 10,297,200.34 10,650,627.58
II. Cost of defined benefit plans calculated in gains and
561,197.43 580,459.20
losses of current period
1、Service cost of current period -- --
2、Service cost of the past -- --
3、Gains（Losses present as―－‖） -- --
4、Net interest 561,197.43 580,459.20
III. Cost of defined benefit plans calculated in other
-- --
comprehensive income
1、Actuarial gain（Losses present as―－‖） -- --
IV.Other changes 904,840.02 933,886.44
1、Consideration payment on settlements -- --
2、Paid welfares 904,840.02 933,886.44
V. Closing balance 9,953,557.75 10,297,200.34
○ The content, assumptions, and sensitivity analysis of defined benefit plan
The content of defined benefit plan is the present value of post-employment benefits
which should be paid in the future.
The actuarial assumptions are discount rate and mortality rate.Present value would
increase with the decrease of discount rate and mortality rate, however the change of
presentvalue would smaller than the variation of discount rate and mortality rate.
30、Other non-current liabilities
Items Closing balance Opening balance
Deferred income * 32,570,237.55 29,823,013.37
148
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Items Closing balance Opening balance
Total 32,570,237.55 29,823,013.37
Note: The deferred income is receivable in advance of Shuibei Jewelry Building. It is measured on the basis of the post-amortization costs by
adopting the actual interest rate method.
31、Share capital
Changes for the period（+ -）
Items Opening balance New issue Bonus Capitalization of Closing balance
other subtotal
of share issue public reserve
Ⅰ .Restricted tradable
shares
1.State-owned shares -- -- -- -- -- -- -- --
2. State-owned legal
14,587,056.00 -- -- -- -- -- 14,587,056.00 6.62%
person shares
3.Other omestic-owned
-- -- -- -- -- -- -- --
hares
Including: Domestic
-- -- -- -- -- -- -- --
legalperson wnership
Domestic nature person -- -- -- -- -- -- -- --
4. Foreign-owned shares -- -- -- -- -- -- -- --
Including: Foreign
-- -- -- -- -- -- -- --
legalperson ownership
Foreign nature person -- -- -- -- -- -- -- --
Total restricted tradable
14,587,056.00 -- -- -- -- -- 14,587,056.00 6.62%
shares
Ⅱ、Tradable shares
1. Ordinary shares 81.40%
179,294,544.00 -- -- -- -- -- 179,294,544.00
denominated in RMB
2. Foreign-owned shares 11.98%
26,400,000.00 -- -- -- -- -- 26,400,000.00
listed domestically
3. Foreign-owned shares
-- -- -- -- -- -- -- --
listed overseas
4.Others -- -- -- -- -- -- -- --
Total tradable shares 205,694,544.00 -- -- -- -- -- 205,694,544.00 93.38%
Ⅲ、Total shares 220,281,600.00 -- -- -- -- -- 220,281,600.00 100%
149
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
32、Capital reserve
Increase in this
Items Opening balance Decrease in this period Closing balance
period
Capital premium 3,024,773.35 -- -- 3,024,773.35
Other reserves 4,647,832.16 -- -- 4,647,832.16
Total 7,672,605.51 -- -- 7,672,605.51
33、Other comprehensive income
Amount incurred this year
Accrual Less: previous
Attributable to Attributable
Opening before years OCI Closing
Items parent to minority
balance income transferred to Less: income tax balance
company after shareholder
tax this P&L in current.
tax s after tax
year period
I.Other comprehensive
income will be
-- -- -- -- -- -- --
reclassified intoincome
or loss in the future
Including ：
remeasurement of net
-- -- -- -- -- -- --
assets or net liabilities
ofdefined benefit plans
Share of other
comprehensive income
of the investee
thatcannot be -- -- -- -- -- -- --
transferred to profit or
loss accounted for using
theequity method
II. Other
comprehensive income
reclassifiable to profit or 835,925.67 -- 1,114,567.55 -278,641.88 -835,925.67 -- --
lossin subsequent
periods
150
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Amount incurred this year
Accrual Less: previous
Attributable to Attributable
Opening before years OCI Closing
Items parent to minority
balance income transferred to Less: income tax balance
company after shareholder
tax this P&L in current.
tax s after tax
year period
Including：Share of other
comprehensive income
of theinvestee that
cannot be transferred to -- -- -- -- -- -- --
profit or lossaccounted
for using the equity
method
Gains and losses from
changes in fair value of
835,925.67 -- 1,114,567.55 -278,641.88 -835,925.67 -- --
financialassets available
for sale
Held-to-maturity
investment that is
reclassified as -- -- -- -- -- -- --
financialassets available
for sale
Effective gains(losses)
arising from cash flow -- -- -- -- -- -- --
hedginginstruments
Translation differences
of financial statements -- -- -- -- -- -- --
denominated
Total of other
835,925.67 -- 1,114,567.55 -278,641.88 -835,925.67 -- --
comprehensive income
34、Surplus reserve
Items Opening balance Increase in this period Decrease in this period Closing balance
Statutory surplus reserve 2,952,586.32 -- -- 2,952,586.32
151
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Items Opening balance Increase in this period Decrease in this period Closing balance
Total 2,952,586.32 -- -- 2,952,586.32
Note：In accordance with the Company Law, the legal surplus reservewithdrawn as per
10% of the net profits of theCompany.
Discretionary surplus reserve could be withdrawn after the legal surplus to offset losses of
previous years or increase capital.
35、Undistributed profit
Items Current period Previous period
Before adjustment: Undistributed profits at the end of prior year -40,390,760.22 -47,291,479.26
Adjustment: Total undistributed profits at beginning of year (Increase +,
-8,980,986.48 -9,266,211.45
decrease -)
After adjustment: Undistributed profits at beginning of year -49,371,746.70 -56,557,690.71
Add: Net profit attributable to shareholders of the parent 10,345,217.67 7,185,944.01
Less: Appropriation to statutory surplus reserve -- --
Appropriation to discretionary surplus reserve -- --
Appropriation to Common risk provision -- --
Common stock dividend payable -- --
Common stock dividends Converted to shares -- --
Retained profits at the period end -39,026,529.03 -49,371,746.70
Note：The Company adjustedRMB-8,980,986.48 in undistributed profits at beginning of
year due to the changes of Accounting Standards for Business Enterprises.Details refer to
NoteIV-28.
36、Operating Revenues and Operating Costs
Amount of current period Amount of previous period
Items
Revenue Cost Revenue Cost
Principal operating activities 451,551,057.76 386,992,333.83 439,446,436.02 378,576,851.87
Other operating activities 13,436,470.04 2,431,285.86 47,282,872.16 8,981,870.49
Total 464,987,527.80 389,423,619.69 486,729,308.18 387,558,722.36
37、Business taxes and surcharges
Items Amount of current period Amount of previous period
152
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Items Amount of current period Amount of previous period
Business tax 4,112,942.80 5,898,250.17
City construction and maintenance tax 561,276.79 848,888.46
Education surcharges 371,960.24 604,653.88
Total 5,046,179.83 7,351,792.51
Note: Details of business taxes and surcharges please refer to NoteⅤ、taxes.
38、Selling expenses
Items Amount of current period Amount of previous period
Employment benefits 12,209,650.35 11,774,405.99
Advertisement 1,092,285.31 1,499,272.65
Depreciation 1,695,974.26 1,245,907.26
Office 952,404.94 949,520.19
Tax 1,006,356.12 998,677.68
Water and electricity fee 463,362.44 711,123.58
Goods freight 662,833.08 636,429.50
Others 2,990,510.48 3,449,897.03
Total 21,073,376.98 21,265,233.88
39、Administration expenses
Items Amount of current period Amount of previous period
Staff cost 26,023,173.35 22,382,422.08
Taxes and fees 3,025,817.42 3,195,148.81
Office expenses 2,295,086.63 2,439,382.30
Travel expenses 1,297,527.15 1,165,632.45
Entertainment expenses 1,271,585.36 1,383,634.92
Depreciation and Amortization 1,628,132.01 1,511,354.64
Consultation and service fee 2,096,975.71 1,566,892.21
Goods freight 1,678,914.59 1,786,712.87
Others 4,192,135.93 7,862,906.29
Total 43,509,348.15 43,294,086.57
153
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
40、Financial expenses
Items Amount of current period Amount of previous period
Interest expenses 26,883,526.28 18,067,966.61
Less: Interest income 871,464.83 481,875.32
Less：interest capitalized 9,025,159.20 1,979,986.69
Exchange difference 6,612.01 -64,497.93
Others 777,623.18 1,822,444.24
Total 17,771,137.44 17,364,050.91
41、Loss of assets impairment
Items Amount of current period Amount of previous period
Losses for bad debts 4,975,785.80 2,064,923.84
Losses for falling price of inventory -- -499,828.80
Total 4,975,785.80 1,565,095.04
42、Investment income
Amount of current Amount of previous
Items
period period
Income generated from long-term equity investments measured by equity method 24,775,664.82 7,831,419.53
Gains on disposal of long-term equity investment -- -10,109.98
Investment income from holding financial assets which calculated by fair value and its
-- --
changes distribute to the profit and loss of the current period
Investment income from disposal financial assets which calculated by fair value and its
-- --
changes distribute to the profit and loss of the current period
Investment income from holding held-to-maturity financial assets -- 72,938.25
Investment income from holding trading financial assets 84,270.40 656,621.22
Investment income from disposal trading financial assets 1,141,857.35 --
Income from recalculate the fair value of the remaining equity after lose control -- --
Total 26,001,792.57 8,550,869.02
43、Non-operating income
154
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Amount of current Amount of previous Recorded in the amount of thenon-recurring
Items
period period gains and losses
Gain on non-current asset disposals 197,088.80 247,361.49 197,088.80
Including：Gain on fixed asset disposals 197,088.80 247,361.49 197,088.80
Others 767,937.93 84,103.85 767,937.93
Total 965,026.73 331,465.34 965,026.73
44、Non-Operation expense
Amount of current Amount of previous Recorded in the amount of the
Items
period period non-recurring gains and losses
Loss on non- recurring asset disposals 48,602.31 74,691.28 48,602.31
Including: Loss on fixed asset disposals 48,602.31 74,691.28 48,602.31
Loss on joint responsibilities -- 2,130,200.00 --
Others 80,918.38 475,135.98 80,918.38
Total 129,520.69 2,680,027.26 129,520.69
45、Income tax expenses
（1）Income tax expenses
Items Amount of current period Amount of previous period
Current income tax expense 1,963,886.73 9,041,153.71
Deferred income tax expense -175,710.96 2,152,045.00
Adjustment of previous income tax -329,005.41 --
Total 1,459,170.36 11,193,198.71
（2）The process of calculating the income tax based on accounting profit
Items Amount of current period
Consolidated profit this year 10,025,378.52
Income tax calculated at legal or applicable tax rate 2,506,344.62
Impact of various tax rates applicable to subsidiaries 14,888.40
Adjustment of impact on the income tax in the previous period -329,005.41
155
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Impact of non-taxable income -6,214,983.81
Impact of non-deductible cost, expense and loss 1,521,493.15
Impact of deductible losses deferred income tax assets unconfirmed in the previous use period -1,608,081.12
Impact of the deductible temporary differences or deductible loss of unconfirmed deferred tax 5,568,514.53
assets of this year.
Changes of the deferred tax assets/liability caused by the adjustment of tax rate --
Income taxes 1,459,170.36
46、Other comprehensive income
Details refer to Note VI-33.
47、Notes to items in the cash flow statements
（1）Other cash receipts relating to operating activities
Items Amount of current period Amount of previous period
Cash received from business operation 2,399,896.01 6,489,541.06
Cash pledge and security deposits 2,633,396.42 1,669,492.26
Interest income 871,464.83 322,902.21
Total 5,904,757.26 8,481,935.53
（2）Other cash payments relating to operating activities
Items Amount of current period Amount of previous period
Cash paid togeneral and administrative expenses 29,169,987.58 30,886,132.86
Cash paid tooperating expenses and others 4,855,070.02 1,088,278.40
Total 34,025,057.60 31,974,411.26
（3）Other cash receipts relating to financing activities
Items Amount of current period Amount of previous period
Deposit for bank acceptance 6,732,343.46 --
Cash received in advance of Shuibei Jewelry Building -- 28,008,026.45
Total 6,732,343.46 28,008,026.45
（4）Other cash payment relating to financing activities
Items Amount of current period Amount of previous period
156
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Items Amount of current period Amount of previous period
The guarantee deposit of bank acceptance -- 6,732,343.46
Cash paid to financing expenses 1,350,000.00 704,200.00
Total 1,350,000.00 7,436,543.46
48、Supplementary information to the cash flow statement
（1）Supplementary information to the cash flow statement
Items Amount of current Amount of previous
period period
1、Adjusting net profit to cash flow from operating activities
Net profit 8,566,208.16 3,339,435.30
Add: Impairment loss provision of assets 4,910,940.22 1,565,095.04
Depreciation of fixed assets, oil and gas assets and consumable biological assets 15,030,431.56 12,313,182.53
Amortization of intangible assets 80,800.79 73,333.58
Amortization of Long-term deferred expenses 436,876.02 335,898.18
Loss on disposal of fixed assets, intangible assets and other long-term deferred assets (gain
-148,486.49 -32,511,747.91
as in "-")
Loss on scrap of fixed assets (gain as in "-") -- --
Loss on fair value changes (gain as in "-") -- --
Financial cost (gain as in "-") 17,865,127.34 16,742,831.56
Loss on investment (gain as in "-") -26,001,792.57 -8,550,869.02
Decrease in deferred income tax assets (increase as in "-") 70,275.84 961,037.89
Increased of deferred income tax liabilities (increase as in "-") -524,628.68 -22,449.92
Decrease of inventories (increase as in "-") 14,682,185.10 -14,512,684.70
Decease of operating receivables (increase as in "-") 3,165,569.37 482,916.22
Increased of operating Payable (decrease as in "-") -31,918,799.81 17,154,386.45
Others -- --
Net cash flows from operating activities 6,214,706.85 -2,629,634.80
2、Significant investment and financing activities that without cash flows：
Debt-to-capital conversion -- --
157
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Items Amount of current Amount of previous
period period
Convertible loan due within 1 year -- --
Fixed assets acquired under financial lease -- --
3、Movement of cash and cash equivalents：
Ending balance of cash 80,045,669.65 63,166,448.10
Less: Beginning balance of cash equivalents 63,166,448.10 55,145,531.39
Add：Ending balance of cash equivalents -- --
Less: Beginning balance of cash equivalents -- --
Net increase of cash and cash equivalents 16,879,221.55 8,020,916.71
（2）Composition of cash and cash equivalents
Items Closing balance Opening balance
I. Cash 80,045,669.65 63,166,448.10
Including: Cash on hand 84,813.57 126,751.33
Bank deposits 79,960,856.08 63,018,754.91
Other monetary funds -- 20,941.86
II. Cash equivalents
Including: Investments in debt securities due within three months
III. Balance of cash and cash equivalents at the period end 80,045,669.65 63,166,448.10
Including：Restricted cash and cash equivalents of Parent company or subsidiaries in the Group -- --
49、Ownership or use-right restricted assets
Items Book value at the end of thisperiod Reason of restriction
investment real estate 74,839,569.88 Mortgaged for bank loan
Fixed assets 13,031,497.04 Mortgaged for bank loan
Intangible assets 53,541,294.71 Mortgagedfor bank loan
Long-term equity investment 77,212,637.60 Note IX-5(2)
Total 218,624,999.23
Note：1、In July 27th,2012, the Company borrowed RMB 36 million from China CITIC Bank
Shenzhen Branch by signing a mortgage loan contract Shen Yin Dai Zi No.010 (2012), with
158
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
term limitation from July 27th, 2012 to July 27th, 2015. The mortgaged asset is 421 factory of
Shenzhen Automobile Industry and Trading Co., Ltd. and the interest charged 15% higher
than the same periodbenchmark interest rate. According to the contract, the Company
should repay RMB 1.5 million every quarter and pay off the rest before end of the contract
date. At the end of this period, the loan not repaid is RMB 22.5 million.
In August 28th,2014, the Company gain RMB 211 millionof credit amount from China CITIC
Bank Jingtian Branch by signing a comprehensive credit contract Shen Yin Jingtian Zong Zi
No.007 (2014). Meanwhile, the Company signed two maximummortgage contracts Shen
Yin Jingtian Di Zi No.008 (2014), and Shen Yin Jingtian Di Zi No.007 (2014). The
mortgaged assets are assets with book value RMB 50,293,453.68of Shenzhen Tefa Tellus
Real Estate Co.,Ltd., and assets with book valueRMB 117,706,546.32 of the Company.
In August 28th, 2014, the Company borrowed RMB 157.5 million from China CITIC Bank,
Shen Yin Jingtian Dai Zi No.0012 (2014), with term limitation from August 28th,2014 to
August 28th, 2017.Repayment rule is monthly interest repayment, 8% of principle should
be repaid everyr half year and pay off the rest before end of the contract date. At the end of
this period, none of the loan has been repaid and RMB 25.2 million will overdue within one
year.
In September 24th, 2014, the Company borrowed RMB 10 million from China CITIC Bank,
Shen Yin Jingtian Dai Zi No.0014 (2014), with term limitation from September 24th,2014 to
September 24th, 2015.At the end of this period, none of the loan has been repaid.
2、In June 24th, 2014, the subsidiaryShenzhen Zhongtian Industrial Co.,Ltd. borrowed RMB
300 million from the Construction Bank Shuibei Jewelry Branch by signing a mortgage
contract, Di Jie 2014 Gu 250 Tianbei, with term limitation from June 24th, 2014 to June 23rd,
2024. The mortgaged assets island of Tellus Shuibei Jewelry Building project, which
certificated as Shenfang Di Zi No.2000609764. The Company offering joint liability for
Shenzhen Zhongtian Industrial Co.,Ltd. with contract Bao Jie 2014 Gu 250 Tianbei. At the
end of this period, the accumulated amount of loan is RMB 46,297,550.00.
3、In August 28th, 2014, the non wholly owned subsidiary, Shenzhen Huari Toyota
Automobile sales and services Co.,Ltd.gain RMB 49 million of credit amount from
Guangdong Development Bank Shenzhen Branch by signing a 3-year comprehensive
credit contract.The mortgaged assets are the basement of Huari Repairment Building, floor
1-2 , floor 3-6, and floor 7 of Huari Repairment Building etc. of Shenzhen Tefa Huari
Automobile Enterprise Co.,Ltd.At the end of this period, the amount not repaid is RMB 34
million, including RMB 8 million from July 16th, 2014 to July 16th, 2015, RMB 15 million
159
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
from August 26th, 2014 to August 26th, 2015,and RMB 11 million from September 16th,
2014 to September 16th.
50、Foreign currency monetary items
（1）Foreign currency monetary items
Items Closing foreign currency balance Exchange rate Closing convert to RMB balance
Monetary funds
Including：Cash-USD 856.00 6.1190 5,237.86
Cash-UKD 534.00 0.7889 421.26
VII、Change of scope ofconsolidation
1、Business combination not under the same control
No change of business combination not under the same control in the reporting period.
2、Business combination under the same control
No change of business combination under the same control in the reporting period.
3、Counter purchase
There is no counter purchase in the reporting period.
4、Disposal of subsidiaries
There is no disposal of subsidiaries in the reporting period.
Ⅷ、Equity in other entities
1、Equity in subsidiary
（1）The structure of the enterprise group
Main Proportion
Registration Nature of
Name of the subsidiary operating ofshareholding（%） Way of gaining
place business
place Directly Indirectly
Shenzhen Tellus Xinyongtong Automobile
Shenzhen Shenzhen Service 100.00 -- Establish/Investment
Development Co.,Ltd.
Shenzhen Tefa Tellus Property Management Co.,
Shenzhen Shenzhen Service 100.00 -- Establish/Investment
Ltd.
Shenzhen Tefa Tellus Real Estate Co.,Ltd. Shenzhen Shenzhen Manufacture 100.00 -- Establish/Investment
Shenzhen Tellus Real Estate Exchange Co., Ltd Shenzhen Shenzhen Service 100.00 -- Establish/Investment
Shenzhen Xinyongtong Automobile Inspection
Shenzhen Shenzhen Service 51.00 -- Establish/Investment
Equipment Co.,Ltd.
160
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Main Proportion
Registration Nature of
Name of the subsidiary operating ofshareholding（%） Way of gaining
place business
place Directly Indirectly
Shenzhen Dongchang Yongtong Automobile
Shenzhen Shenzhen Service -- 95.00 Establish/Investment
Inspection Co.,Ltd.
Shenzhen Xinyongtong Dongxiao Automobile
Shenzhen Shenzhen Service -- 95.00 Establish/Investment
Inspection Equipment Co.,Ltd.
Shenzhen Baoan Shiquan Industrial Co.,Ltd. Shenzhen Shenzhen Business -- 100.00 Establish/Investment
Shenzhen Automobile Industry and Trading Co., Establish/Investment
Shenzhen Shenzhen Business 100.00 --
Ltd.
Shenzhen Tefa Huari Automobile Enterprise Establish/Investment
Shenzhen Shenzhen Service 60.00 --
Co.,Ltd.
Shenzhen Zhongtian Industrial Co.,Ltd. Shenzhen Shenzhen Service 100.00 -- Establish/Investment
Shenzhen Huari Toyota Automobile sales and Establish/Investment
Shenzhen Shenzhen Business 60.00 --
services Co.,Ltd.
Shenzhen Huari Anxin Automobile Inspection Establish/Investment
Shenzhen Shenzhen Service -- 60.00
Equipment Co.,Ltd.
Shenzhen Automobile Industry supply and Establish/Investment
Shenzhen Shenzhen Service -- 100.00
marketing Co.,Ltd.
Shenzhen Hanli Hi-technology Ceramics Co.,Ltd.* Ceramic Establish/Investment
Shenzhen Shenzhen 80.00 --
technology
Shenzhen Nanfang Automobile Repairing center * Automobile Establish/Investment
Shenzhen Shenzhen -- 100.00
repairment
Note：*The operating periodof Shenzhen Hanli Hi-technology Ceramics Co., Ltd.was
from September 9th, 1993 to September 21st, 1998, and the operating period ofShenzhen
Nanfang Automobile Repairing centerwas from July 12th,1994to July 11th. For stop
operating and did not participate annual inspections, the industry and commerce
registrationof these two companies were revoked by the administrative department of
industry and commerce. Therefore, these two companies do not included in the scope of
consolidation, and the book value of net investment is zero.
161
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
（2）Important non wholly owned subsidiary
The shareholding Gains and losses Dividend and profit
Closing balance of
Name of the subsidiary ratio of minority attributable to the paid to minority
minority equity
shareholders（%） minority shareholders shareholders
Shenzhen Huari Toyota Automobile sales
40% 1,832,114.37 -- -3,201,496.83
and services Co.,Ltd.
Shenzhen Tefa Huari Automobile Enterprise
40% -3,713,673.81 -- 13,134,270.70
Co.,Ltd.
（3）The main financial information of important non wholly owned subsidiary
Closing balance
Name of the subsidiary Non-current
Current assets Fixed assets Total assets Current liabilities Total liabilities
liabilities
Shenzhen Huari Toyota
Automobile sales and 66,699,668.90 1,488,146.91 68,187,815.81 76,191,557.87 -- 76,191,557.87
services Co.,Ltd.
Shenzhen Tefa Huari
Automobile Enterprise 38,845,478.44 35,655,774.22 74,501,252.66 40,830,228.13 835,347.77 41,665,575.90
Co.,Ltd.
（3）The limitation of using Group’s assets and repaying Group’s debts.
There is no significant limitation of using Group’s assets and repaying Group’s debts.
2、The transaction of holding equity changed in a subsidiary without a change in
control
There is no transaction of holding equity changed in a subsidiary without a change in
control.
3、The equity in joint venture or associated company
（1）The significant joint venture or associated enterprise
Main Holding proportion（%）
The accounting treatment of
operating Registration
Name Nature of business investment in joint venture or
place place Directly Indirectly
associated enterprise
Associated company:
Shenzhen Ren Fu-Tellus Mercedes-Benz sales、
Shenzhen Shenzhen 35.00 -- Equity method
Automotive Service Co.,Ltd. repairment
162
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Name Main Registration Nature of business Holding proportion（%） The accounting treatment of
operating place investment in joint venture or
Shenzhen Dongfeng Automobile
Shenzhen Shenzhen -- 25.00 Equity enterprise
associatedmethod
Automobile Co., Ltd. place production、repairment
Joint venture:
Industrial investment、
Shenzhen Tellus Jimeng
Shenzhen Shenzhen property management、 50.00 -- Equity method
investment Co.,Ltd.
leasing
（2）Key financial information of significant associated company
Closing balance/Amount of current period Opening balance/Amount of previous period
Item Shenzhen Ren Fu-Tellus Shenzhen Dongfeng Shenzhen Ren Fu-Tellus Shenzhen Dongfeng
Automotive Service Co.,Ltd. Automobile Co., Ltd. Automotive Service Co.,Ltd. Automobile Co., Ltd.
Current assets 312,304,427.00 455,215,900.97 311,349,559.00 300,049,849.20
Fixed assets 35,303,675.00 197,175,553.60 40,427,690.00 231,326,931.09
Total assets 347,608,102.00 652,391,454.57 351,777,249.00 531,376,780.29
Current liabilities 127,000,566.00 439,039,200.65 156,676,524.00 270,649,541.16
Non-current liabilities -- 57,687,321.71 -- 150,000,000.00
Total liabilities 127,000,566.00 496,726,522.36 156,676,524.00 420,649,541.16
Equity of minority shareholders -- -5,070,773.24 -- -6,893,023.44
Shareholders' equity of the
220,607,536.00 160,735,705.45 195,100,725.00 117,620,262.57
Company
Net assets calculated by
77,212,637.60 40,183,926.36 68,285,253.75 29,405,065.64
shareholding proportion
Adjustment -- -- --
—Goodwill -- -- --
—Unrealized profit of internal
-- -- --
transaction
—Others -- -- -183,994.32
163
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Closing balance/Amount of current period Opening balance/Amount of previous period
Item Shenzhen Ren Fu-Tellus Shenzhen Dongfeng Shenzhen Ren Fu-Tellus Shenzhen Dongfeng
Automotive Service Co.,Ltd. Automobile Co., Ltd. Automotive Service Co.,Ltd. Automobile Co., Ltd.
The book value of investment in
77,212,637.60 40,183,926.36 68,285,253.75 29,221,071.32
associated company
The fair value of the equity
investment in associated
-- -- -- --
companywhich have open
quotation in market
Operating revenue 1,422,380,499.00 511,498,366.88 1,568,458,654.00 335,611,879.60
Net profit 39,506,811.00 44,937,693.08 17,050,350.00 4,347,864.35
Net profit gain from the
-- -- -- --
termination of operation
Other comprehensive income -- -- -- --
Total comprehensive income 39,506,811.00 44,937,693.08 17,050,350.00 4,347,864.35
Dividends received from
4,900,000.00 -- 2,450,000.00 --
associated company this period
（3）Key financial information of significant joint ventures
Shenzhen Tellus Jimeng investment Co.,Ltd.
Item Closing balance/Amount of Opening balance/Amount of
current period previous period
Current assets 28,159,623.29 12,525,645.96
Include：Cash & Cash Equivalents 19,987,349.61 6,759,173.09
Fixed assets 199,171,630.91 118,620,745.53
Total assets 227,331,254.20 131,146,391.49
164
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Shenzhen Tellus Jimeng investment Co.,Ltd.
Item Closing balance/Amount of Opening balance/Amount of
current period previous period
Current liabilities 17,815,968.34 11,801,859.66
Non-current liabilities 90,080,000.00 --
Total liabilities 107,895,968.34 11,801,859.66
Equity of minority shareholders -- --
Shareholders' equity of the Company 119,435,285.86 119,344,531.83
Net assets calculated by shareholding proportion 59,717,642.94 59,672,265.92
Adjustment -- --
—Goodwill -- --
—Unrealized profit of internal transaction -- --
—Others -- --
The book value of investment in joint ventures 59,717,642.94 59,672,265.92
The fair value of the equity investment in joint ventures which have open
-- --
quotation in market
Operating revenue 78,823.60 --
Financial expense -18,341.13 -1,092,455.75
Income tax -- --
Net profit 90,754.03 843,331.57
Net profit gain from the termination of operation -- --
Other comprehensive income -- --
Total comprehensive income 90,754.03 843,331.57
165
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Shenzhen Tellus Jimeng investment Co.,Ltd.
Item Closing balance/Amount of Opening balance/Amount of
current period previous period
Dividends received from joint ventures this period -- --
（4）Other financial information of joint ventures and associated enterprises
Closing balance/Amount of Opening balance/Amount of
Item
current period previous period
Joint ventures：
Total book value of investment 9,313,071.40 8,925,614.03
Total amount of the pro rata calculation of the following items 231,688.57 43,412.55
—Net profit 231,688.57 43,412.55
—Other Comprehensive income -- --
—Total comprehensive income 231,688.57 43,412.55
Associated enterprises：
Total book value of investment 24,842,987.50 25,290,395.96
Total amount of the pro rata calculation of the following items -447,408.46 -143,612.53
—Net profit -447,408.46 -143,612.53
—Other Comprehensive income -- --
—Total comprehensive income -447,408.46 -143,612.53
（5）Excess deficit in joint ventures or associated enterprises
Accumulated unrealized Accumulated unrealized
Unrealized losses at the end
Name lossesat the end of previous losses at the end of current
of current period
period period
Shenzhen Tellus Automobile Services Chains
93,406.62 1,607.37 95,013.99
Co.,Ltd.
Shenzhen Xinyongtong Dongxiao Automobile -- 46,912.77 46,912.77
166
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Accumulated unrealized Accumulated unrealized
Unrealized losses at the end
Name lossesat the end of previous losses at the end of current
of current period
period period
Service Co., Ltd.
Shenzhen Yongtong Xinda Inspection Equipment -- 213,433.08 213,433.08
Co.,Ltd.
4、Significant common operation
There is no significant common operation in this reporting period.
Ⅸ、Related parties and related-party transactions
1、Parent company information
The parent company of the The parent company of
Registered Registered capital
Name Nature Company‘s shareholding the Company‘s vote ratio
address （RMB‘0000）
ratio（%） （%）
Real estate development and
Shenzhen Tefa
Shenzhen management, 、 domestic 158,282 66.22 66.22
Group Co.,Ltd.
commerce
Note：The finial control of the Company is Shenzhen State-owned Assets Supervision and
Administration Commission
2、Subsidiaries of the Company
Details refer to the Note VIII-1.
3、Information on the joint ventures and associated enterprises of the Company
Details refer to the Note VIII-3.
4、Other Related parties information
Name Relationship to the Company
Shenzhen Tefa Swan Enterprise Co.,Ltd. Subject to the same party controls
Shenzhen Mechanical Equipment Import and Export Co.,Ltd. Subject to the same party controls
Shenzhen Tefa Real Estate Co.,Ltd. Subject to the same party controls
167
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Hongkong Yujia Investment Co., Ltd. Subject to the same party controls
Shenzhen Tellus Real Estate(Yue Yang) Co.,Ltd. Subject to the same party controls
Shenzhen Tefa Development Center Construction Management Co.,Ltd. Subject to the same party controls
Shenzhen Tellus Yang Chun Real Estate Co.,Ltd. Subject to the same party controls
Shenzhen Tellus Real Estate(Long Gang) Co.,Ltd. Subject to the same party controls
5、Related transactions.
（1）Lease
Tellus is the leaser
Lease income recognized in Lease income recognized in
lessee Type of lease
current period previous period
Shenzhen Ren Fu-Tellus Automotive Service
Houses leasing 5,150,000.00 5,150,000.00
Co.,Ltd.
Shenzhen Xinyongtong Automobile Service
Houses leasing 412,272.00 373,008.00
Co.,Ltd.
Shenzhen Xinyongtong Dongxiao Automobile
Houses leasing 279,000.00 273,600.00
Service Co., Ltd.
（2）Guarantee between related parties
The Company as guarantor
According to the hypothecation contract signed by the company and the Ren Fu
Automotive Management Co.,Ltd.（bellows short for Ren Fu Shenzhen）,from the settle date
of associated company,Shenzhen Ren Fu-Tellus Automotive Service Co.,Ltd.（below short
for Ren Fu Tellus）, to the end date of the joint venture contract between Ren Fu Shenzhen
and the Company, the Company take 35% responsibility for the loan which total amount
less than RMB 100 million, and use 35% equity of the Company in Ren Fu Tellus as counter
guarantee pledge to Ren Fu Shenzhen. The applicable scope of this regulation includes: (1)
Ren Fu Shenzhen offering entrusted loans to Ren Fu Tellus, ;( 2) Ren Fu Tellus receive
bank or business loans under the guarantee of Ren Fu Shenzhen
All other conditions except above the Company as guarantorare offering guarantee to
subsidiaries.
（3）Offering services by employ associated parties
Shenzhen Zhongtian Industrial Co., Ltd. chose monitor and managementinstitute of Tellus
Shuibei Project through an open bidding process. In 14th May, 2013, Shenzhen Tefa
Development Center Construction Management Co., Ltd. was qualified by obtained the
letter of acceptance from Shenzhen Construction Engineering Trading Center
168
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
(No.20130514002C).
Shenzhen Zhongtian Industrial Co., Ltd. and Shenzhen Tefa Development Center
Construction Management Co., Ltd. signed the monitor and management contract of Tellus
Shuibei Jewelry Building Project in May of 2013. In accordance with the contract, entrusted
fee is RMB 5041.9 thousand. At the end of this reporting period, RMB 1764.7 thousand of
and entrusted fee had been paid.
（4）Borrowing and lending between related parties
Related parties Amount Beginning date Ending date Remark
Borrowing：
Shenzhen Tefa Group Co.,Ltd. 115,000,000.00 2014/4/4 2014/4/7 Repaid
（5）Fees forfunds occupation of related parties
Amount of current Amount of previous
Related parties Content
period period
Borrowing：
Shenzhen Tefa Group Co.,Ltd. Fees for funds occupation 5,264,520.00 5,940,229.42
Lending：
Shenzhen Xing Long Mechanical Models Co.,Ltd. Fees for funds occupation 76,041.64 76,041.64
（6）Rewards for the key management personnel
Amount of current period Amount of previous period
Item
(RMB‘0000) (RMB‘0000)
Rewards for the key management personnel 612 531
6、Receivables and payables of related parties
（1）Receivables
Closing balance Opening balance
Name Balance of Book Bad debt Balance of Book Bad debt
Provision Provision
Accounts receivables：
Shenzhen Xinyongtong Automobile Service Co.,Ltd. 927,602.00 440,610.70 927,602.00 336,254.35
Shenzhen Xinyongtong Dongxiao Automobile Parts Sales Co.,Ltd. 680,400.00 323,190.00 680,400.00 246,645.00
Total 1,608,002.00 763,800.70 1,608,002.00 582,899.35
Otherreceivables：
169
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Closing balance Opening balance
Name Balance of Book Bad debt Balance of Book Bad debt
Provision Provision
Shenzhen Tellus Automobile Services Chains Development Co.,Ltd. 1,359,297.00 1,359,297.00 1,359,297.00 1,359,297.00
Shenzhen Xinyongtong Tecnology Co.,Ltd. 116,480.22 47,296.04 167,760.22 44,388.01
Shenzhen Yongtong Xinda Inspection Equipment Co.,Ltd 517,782.47 517,782.47 515,235.47 --
Shenzhen Pilot New Chemical Materials Co.,Ltd. 660,790.09 660,790.09 708,072.26 708,072.26
Shenzhen Xing Long Mechanical Models Co.,Ltd. 2,034,294.66 922,032.78 1,958,253.02 883,980.71
Shenzhen Tellus Xinyongtong Automobile Service Co.,Ltd. 114,776.33 114,776.33 204,776.33 102,388.17
Shenzhen Tellus Jimeng investment Co.,Ltd. -- -- 10,782.72 --
Total 4,803,420.77 3,621,974.71 4,924,177.02 3,098,126.15
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
Name Closing balance Opening balance
Short-term loans：
Shenzhen Tefa GroupCo.,Ltd. 18,919,672.00 18,952,422.00
Total 18,919,672.00 18,952,422.00
Accounts payables：
Shenzhen 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. 1,887,561.15 1,816,174.87
Shenzhen Tefa Swan Enterprise Co.,Ltd. 20,703.25 20,703.25
Shenzhen Mechanical Equipment Import and Export Co.,Ltd. 1,195,503.24 991,556.64
170
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Name Closing balance Opening balance
Shenzhen Tefa Group Co.,Ltd. 59,782,492.72 53,857,950.77
Shenzhen Tellus Real Estate(Long Gang) Co.,Ltd. 1,095,742.50 1,095,742.50
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. 320,000.00 320,000.00
Shenzhen Tellus Xing Investment Co.,Ltd. 14,159.57 3,637.92
Shenzhen Yongtong Xinda Inspection Equipment Co.,Ltd. 24,340.00 --
Total 65,230,936.82 58,996,200.34
Long-term loans：
Shenzhen Tefa Group Co.,Ltd. 73,000,000.00 73,000,000.00
Total 73,000,000.00 73,000,000.00
Ⅹ、Commitment issues
1、Significant Commitment issues
（1）Capital commitment
Item Closing balance Opening balance
Signed but not confirmed in financial report
—commitment of purchase long-term assets 235,913,223.51 26,339,111.00
Total 235,913,223.51 26,339,111.00
2、contingency
（1）Lawsuits
①In October of 2005, a lawsuit was brought before Shenzhen Luo Hu District Peoples
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 Peoples 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 Jintians
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
171
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
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 date of the
approval of the financial report.
②Shenzhen 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 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 Peoples 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 judgment 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 Peoples Court. The Shenzhen Intermediate Peoples 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.
③In2014, the subsidiary , Shenzhen Automobile Industry and Trading Co., Ltd.,(bellow
short for Automobile Industry and Trading) received the court summonsfrom Shenzhen
Futian District Peoples Court. China Huarong Asset Management Corporation Shenzhen
Branch (bellow short for CHAMC)suedAutomobile Industry and Trading to take joint liability
due to the claims and disputes of Shenzhen Guangming Watch Co., Ltd. and itscreditor.
172
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
According to Shenzhen Futian Peoples Court (1997) Shen Fu “Jing” Zi NO.801 civil
judgment,verdict the Guangming Watch Co., Ltd. repays 7 million and interest to China
Citic Bank Co., Ltd,. The Guangming Watch Co., Ltd. did not repay the loan after the
verdiction. Then the China Citic Bank Co., Ltd,. apply enforcement, token back RMB
561,398.30，there are no more other assets to execut, Shenzhen Futian Peoples Court
verdict Termination of execution by Shen Fu Fa “zhi”Zi NO.102 in December10, 1998.The
original debtorthe China Citic Bank Co., Ltd, transfered the debt to CHAMC in July, 2013.
Guangming Watch Co., Ltd. was canceled the business licence by Shenzhen Adminstration
of Industry and Commerce in Feb. 28, 2002. China Huarong Asset Management
Corporation Shenzhen Branch sued Guangming Watch Co., Ltd. and Shenzhen
Automobile Industry and Trading Co., Ltd. in May 2014, the plaintiff want the court verdict
CHAMC takeover the whole right of Shen Fu “Jing” Zi NO.801 civil judgment(1997).
Meanwhile, Shenzhen Automobile Industry and Trading Co., Ltd. did not establish a
liquidate team to liquidate the associate in legal deadline, “should bear the joint liability”.
Ⅺ、Subsequent Event
1、 Significant non-adjustment items
Influence on financial condition and Reason for unable to evaluate the
Item content
operating results influence amount
Issue shares and debts Non-public issue new shares * --
Note：*According to the announcement on the resolutions of the nineteenth meeting of the
seventh session of the board of directors in 21st April, 2014,agreed the Company issue no
more than 77,000,000non-public RMB common shares(A share) based on the reply of
approving ShenZhen Tellus (Group) Holding Co.,Ltdissue non-publicly shares, from
Chinese securities supervision and management committee (Zhengjian approval 【2015】
No.173). In March 11th,2015,the Company issued 77,000,000 non-public RMB common
shares (A share) to Shenzhen Tefa Group Co.,Ltd.and Shenzhen Yuanzhifuhai Jewelry
IndustryInvestment Company.（Limited Partnership）. The par value per share is RMB 1,
issue price per share is RMB 8.4, the total funds raisedis RMB 646.8 million, after deducted
issue expense (RMB 13.28 million), the actual usable funds is RMB 633.52 million.
Therefore, the capital increased RMB 77 million and capital reserve increased RMB 556.52
million, and the registered capital after change is RMB 297,281,600.00.
2、The distribution of dividends
Pursuant to the resolution of Board at the Board of Directors meeting on April9, 2015, the
Company will neither distribute profits nor capitalize capital surplus for the current period.
The allocation of profit resolution still need the board of shareholders to approval.
173
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Ⅻ、Other significant events
1、Early error correction
The Company does not have any early error correction in this reporting period.
2、Debt restructuring
The Company does not have any information of debt restructuring to disclose in this reporting
period.
3、Non-monetary asset replacement
The Company does not have any information of non-monetary asset replacement to
disclose in this reporting period.
4、Segment reporting
Financial information of segment reporting.
Year 2014
Vehicle inspection and
Item Automobile sales repairment、components Leasing and services Inter-segment elimination Total
sales
Principal operating income 309,927,524.30 54,313,979.13 96,318,663.22 -9,009,108.89 451,551,057.76
Principal operating cost 305,567,651.81 45,377,369.62 45,056,421.29 -9,009,108.89 386,992,333.83
Total assets 63,823,256.36 83,377,851.39 1,301,854,828.02 -642,731,157.97 806,324,777.80
Total liabilities 76,454,644.54 45,914,528.51 860,457,268.88 -378,832,024.22 603,994,417.71
Year 2013
Vehicle inspection and
Inter-segment
Item Automobile sales repairment、components Leasing and services Total
elimination
sales
Principal operating income 296,678,808.63 53,306,112.20 91,227,739.97 -1,766,224.78 439,446,436.02
Principal operating cost 292,813,304.03 40,804,748.49 46,725,024.13 -1,766,224.78 378,576,851.87
Total assets 92,165,919.06 80,834,012.18 1,125,381,488.10 -596,201,245.31 702,180,174.03
Total liabilities 104,749,947.05 38,714,150.89 696,418,110.05 -332,302,111.56 507,580,096.43
XIII、Notes of main items in financial reports of the company
1、Accounts receivable
（1）Disclosure by category
174
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Closing balance
Category Book balance Provision for bad debts Book
Amount Proportion（%） Amount Proportion（%） value
Accounts receivable ofindividual significance andsubject to -- -- -- -- --
individualimpairment assessment
Accounts receivable subject to impairment assessment by credit risk -- -- -- -- --
characteristics of a portfolio
Accounts receivable of individual insignificance but subject to 484,803.08 100.00 484,803.08 100.00 --
individual impairment assessment
Total 484,803.08 100.00 484,803.08 100.00 --
（Continued）
Opening balance
Category Book balance Provision for bad debts Book
Amount Proportion（%） Amount Proportion（%） value
Accounts receivable ofindividual significance andsubject to
-- -- -- -- --
individualimpairment assessment
Accounts receivable subject to impairment assessment by credit risk
-- -- -- -- --
characteristics of a portfolio
Accounts receivable of individual insignificance but subject to
484,803.08 100.00 484,803.08 100.00 --
individual impairment assessment
Total 484,803.08 100.00 484,803.08 100.00 --
2、Other receivables
（1）Disclosure by category
Closing Balance
Book balance Provision for bad debts
Category
Proportion Proportion Book value
Amount Amount
（%） （%）
Other receivable ofindividual significance andsubject to
12,232,758.22 9.76 12,232,758.22 100.00 --
individualimpairment assessment
Other receivable subject to impairment assessment by credit risk 111,327,082.72 88.78 976,894.72 0.88 110,350,188.00
175
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
characteristics of a portfolio
Other receivable of individual insignificance but subject to
1,833,967.78 1.46 1,833,967.78 100.00 --
individual impairment assessment
Total 125,393,808.72 100.00 15,043,620.72 -- 110,350,188.00
（Continued）
Opening balance
Book balance Provision for bad debts
Category
Proportion Proportion Book balance
Amount Amount
（%） （%）
Other receivable ofindividual significance andsubject to
12,279,240.54 23.92 12,279,240.54 100.00 --
individualimpairment assessment
Other receivable subject to impairment assessment by credit
37,722,515.36 73.47 1,392,395.35 3.69 36,330,120.01
risk characteristics of a portfolio
Other receivable of individual insignificance but subject to
1,340,896.89 2.61 1,340,896.89 100.00 --
individual impairment assessment
Total 51,342,652.79 100.00 15,012,532.78 29.24 36,330,120.01
① Other Receivable accounts with large amount individually and bad debt provisions
wereprovided
Closing balance
Other receivable（Unit） Provision for bad Proportion
Other receivable Reason
debts （%）
Shenzhen ZhongHao (Group) Co.,Ltd. 5,000,000.00 5,000,000.00 100.00 Won the lawsuit,no assets recoverable
Jinbeili electrical appliances Co.,Ltd. 2,706,983.51 2,706,983.51 100.00 Aging long, not expected to withdraw
Shenzhen Petrochemical Industry (Group)
1,889,129.04 1,889,129.04 100.00 Aging long, not expected to withdraw
Co., Ltd.
Huatong casing Co.,Ltd. 1,212,373.79 1,212,373.79 100.00 Aging long, not expected to withdraw
Shenzhen Pilot New Chemical Materials
660,790.09 660,790.09 100.00 Aging long, not expected to withdraw
Co.,Ltd.
Others_VAT（Trade department） 763,481.79 763,481.79 100.00 Aging long, not expected to withdraw
Total 12,232,758.22 12,232,758.22
176
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
②In the groups, other accounts receivable adopting aging analysis method to withdraw bad
debt provision:
Closing balance
Aging
Other receivable Provision for bad debts Proportion（%）
Within 1 year 108,874,590.89 -- --
1 to 2 years 503,280.45 25,164.02 5.00
2to 3years 76,249.97 15,249.99 20.00
Over 3 years 1,872,961.41 936,480.71 50.00
Total 111,327,082.72 976,894.72 --
（2）The amount of provision for bad debts during the current year is RMB-78,370.11, the
allowanceforbaddebtsrecoveredorreversedduring the current year isRMB-47,282.17.
Name Amount recovered or reversed Method
Shenzhen Pilot New Chemical Materials Co.,Ltd. 47,282.17 Cash
Total 47,282.17
（3）Other receivables nature of fund classification information
Nature Closing balance Opening balance
Internal currentaccount 107,087,610.34 34,741,402.44
Unit account 2,695,084.75 2,677,108.00
Others 15,611,113.63 13,924,142.35
Total 125,393,808.72 51,342,652.79
（4）The top five other account receivable classified by debtor at period end
Proportion Closing balance of
Debtor Nature Closing balance Aging
（%） provision for bad debts
Shenzhen ZhongHao (Group) Co.,Ltd. Unit account 5,000,000.00 Over 3 years 3.98 5,000,000.00
Jinbeili electrical appliances Co.,Ltd. Unit account 2,706,983.51 Over 3 years 2.16 2,706,983.51
Shenzhen Petrochemical Industry (Group) Co.,
Unit account 1,889,129.04 Over 3 years 1.51 1,889,129.04
Ltd.
177
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Proportion Closing balance of
Debtor Nature Closing balance Aging
（%） provision for bad debts
Huatong casing Co.,Ltd. Unit account 1,212,373.79 Over 3 years 0.97 1,212,373.79
Others_VAT（Trade department） Unit account 763,481.79 Over 3 years 0.61 763,481.79
Total 11,571,968.13 9.23 11,571,968.13
（5）There are no accounts receivables related to government subsidyn this reporting
period..
（6）Terminated recognize of other receivables due to financial assets transfer.
There is noterminated recognize of other receivables due to financial assets transfer.
3、Long-term equity investments
（1）Disclosure by category
Closing balance Opening balance
Item
Book balance Bad debt provision Book value Book balance Bad debt provision Book value
Investment to
265,795,543.61 1,956,000.00 263,839,543.61 265,795,543.61 1,956,000.00 263,839,543.61
the subsidiary
Investment to
joint ventures
171,908,769.00 9,787,162.32 162,121,606.68 162,548,550.76 9,787,162.32 152,761,388.44
and associated
enterprises
Total 437,704,312.61 11,743,162.32 425,961,150.29 428,344,094.37 11,743,162.32 416,600,932.05
（2）Investment to the subsidiary
Withdrawn
Closing balance
impairment
Name Opening balance Increase Decrease Closing balance of impairment
provision in the
provision
reporting period
Shenzhen Tellus Real Estate
31,152,888.87 -- -- 31,152,888.87 -- --
Exchange Co.,Ltd.
Shenzhen Tellus Real Estate 2,000,000.00 -- -- 2,000,000.00 -- --
178
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Withdrawn
Closing balance
impairment
Name Opening balance Increase Decrease Closing balance of impairment
provision in the
provision
reporting period
Exchange Co.,Ltd.
Shenzhen Tefa Tellus
Property Management Co., 5,021,970.88 -- -- 5,021,970.88 -- --
Ltd.
Shenzhen Tellus
Xinyongtong Automobile 57,672,885.22 -- -- 57,672,885.22 -- --
Development Co.,Ltd.
Shenzhen Zhongtian
10,708,622.90 -- -- 10,708,622.90 -- --
Industrial Co.,Ltd
Shenzhen Automobile
Industry and Trading 126,251,071.57 -- -- 126,251,071.57 -- --
Co.,Ltd.
Shenzhen Tefa Huari
Automobile Enterprise 19,224,692.65 -- -- 19,224,692.65 -- --
Co.,Ltd.
Shenzhen Huari Toyota
1,807,411.52 -- -- 1,807,411.52 -- --
Automobile Co.,Ltd.
Shenzhen Xinyongtong
Automobile Inspection 10,000,000.00 -- -- 10,000,000.00 -- --
Equipment Co.,Ltd.
Shenzhen Hanli
Hi-technology Ceramics 1,956,000.00 1,956,000.00 -- 1,956,000.00
Co.,Ltd.*
Total 265,795,543.61 -- -- 265,795,543.61 -- 1,956,000.00
Note：*The detail information of Shenzhen Hanli Hi-technology Ceramics Co.,Ltd.refers to NoteⅧ-1.Subsidiaries.
（3）Investment to joint ventures and associated enterprises
Increase /decrease in reporting period
Name Opening balance
Add Decrease Gain/loss Adjustment of Other equity
179
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
investm d ofInvestment under othercomprehen changes
ent investme equity method sive income
nt
I. Joint ventures
Shenzhen Tellus Jimeng Investment Co.,Ltd. 59,672,265.92 -- -- 45,377.02 -- --
Shenzhen Tellus Xing Investment Co.,Ltd. 8,925,614.03 -- -- 387,457.37 -- --
Subtotal 68,597,879.95 -- -- 432,834.39 -- --
II. Associated enterprises
Shenzhen Xing Long Mechanical Model Co.,Ltd. 15,878,254.74 -- -- -- -- --
Shenzhen Tellus Automobile Service Development
- -- -- -- -- --
Co.,Ltd.
Shenzhen Ren Fu-Tellus Automotive Service
68,285,253.75 -- -- 13,827,383.85 -- --
Co.,Ltd.
Hunan Changyang Industrial Co.,Ltd.* 1,810,540.70 -- -- -- -- --
Shenzhen Jiecheng Electronic Co.,Ltd.* 3,225,000.00 -- -- -- -- --
Shenzhen Pilot New Chemical Materials Co.,Ltd.* 4,751,621.62 -- -- -- -- --
Subtotal 93,950,670.81 -- -- 13,827,383.85 -- --
Total 162,548,550.76 -- -- 14,260,218.24 -- --
（continued）
Increase /decrease in reporting period
Closing balance
Declaration of
Name Closing balance of impairment
cash dividends Withdrawn impairment provision Other
provision
or profit
I. Joint ventures
Shenzhen Tellus Jimeng Investment
-- -- -- 59,717,642.94 --
Co.,Ltd.
Shenzhen Tellus Xing Investment Co.,Ltd. -- -- -- 9,313,071.40 --
Subtotal -- -- -- 69,030,714.34 --
II. Associated enterprises
Shenzhen Xing Long Mechanical Model -- -- -- 15,878,254.74 --
180
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Increase /decrease in reporting period
Closing balance
Declaration of
Name Closing balance of impairment
cash dividends Withdrawn impairment provision Other
provision
or profit
Co.,Ltd.
Shenzhen Tellus Automobile Service
-- -- -- -- --
Development Co.,Ltd.
Shenzhen Ren Fu-Tellus Automotive
-4,900,000.00 -- -- 77,212,637.60 --
Service Co.,Ltd.
Hunan Changyang Industrial Co.,Ltd.* -- -- -- 1,810,540.70 1,810,540.70
Shenzhen Jiecheng Electronic Co.,Ltd.* -- -- -- 3,225,000.00 3,225,000.00
Shenzhen Pilot New Chemical Materials
-- -- -- 4,751,621.62 4,751,621.62
Co.,Ltd.*
Subtotal -4,900,000.00 -- -- 102,878,054.66 9,787,162.32
Total -4,900,000.00 -- -- 171,908,769.00 9,787,162.32
Note:*Full provision for impairment has been made for these companies due tothe
revocation of Business License.
4、Operating income and operating costs
Amount for the current year Amount for the last year
Item
Income Cost Income Cost
Principal operating activities 20,660,013.84 3,638,420.84 18,196,957.74 4,221,693.27
Other operating activities -- -- -- --
Total 20,660,013.84 3,638,420.84 18,196,957.74 4,221,693.27
5、Investment Income
Amount for the Amount for the
Item
current year last year
Income from long-term equity investment measured by adopting theequity method 14,260,218.24 6,588,469.63
Investment income received from holding of held-to-maturity investment -- 72,938.25
Investment income received from holding of available-for –sale financialassets 84,270.40 656,621.22
Investment income arising from disposal of available-for –sale financial assets 1,141,857.35 --
181
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Amount for the Amount for the
Item
current year last year
Total 15,486,345.99 7,318,029.10
XIV、Supplementary information
1、Non-recurring profit and lossfor the current year
Item Amount Description
Gains or losses from disposals of non-current assets after expending impairment provisions 148,486.49
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 --
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
Gains or losses arising from contingent events unconnected with the Company‘s daily operating
438,195.19
activities
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
1,226,127.75
available-for-sale financial assets, excluding hedging contracts relevant to the Company‘s daily
operating activities
182
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Item Amount Description
Reversal of provision for account receivables that are tested for impairment losses individually 47,282.17
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 248,824.36
Other profit or loss that meets the definition of non-recurring profit or loss --
Subtotal 2,108,915.96
Tax effects -506,161.39
Effects attributable to minority interests (after tax) -32,544.06
Total 1,570,210.51
Note：”+” means income or gain and “-” means loss or expense.
The Company 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).
2、Rate of return on net assets and earnings per share
Rate of the weighted average Earnings per share
Profit category
net profit（%） Basic earnings per share Diluted earnings per share
Net profit attributable to ordinary
5.53 0.0470 0.0470
shareholders
Recurring profit or loss attributable to
4.69 0.0398 0.0398
ordinary shareholders
3、Supplementary materials of changes in accounting policies
The Company according to such eight accounting rules of Accounting Standards for
Enterprises No. 2—LongTerm Equity Investment released in 2014 by Ministry of Finance
change related accounting policies andretroactive restate the comparative financial
183
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
statements, after restatement, the consolidated balance sheet of 1 Jan.2013 and 31 Dec.
2013:
Financial statement in tracing the restatement method
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note 2013.1.1 2013.12.31 2014.12.31
Current Assets：
Monetary funds 55,145,531.39 69,898,791.56 80,045,669.65
Financial asstes with fair value
Financial derivative asset
Notes receivable
Accounts receivable 5,779,383.21 5,016,738.78 1,373,257.89
Prepayments 8,453,261.56 8,309,574.73 6,981,402.87
Premiums receivable
Dividends receivable
Other receivables 12,294,045.05 8,028,356.69 7,904,999.44
Inventories 47,813,852.20 62,826,365.70 48,209,026.18
Non-current asset due within one year
Other current assets 7,495,557.97 11,644,102.02 8,968,278.77
Non current-asset： 136,981,631.38 165,723,929.48 153,482,634.80
Financial assets available-for-sale 12,070,892.02 11,959,154.57 10,478,985.77
Held-to-maturity investments 100,000.00 100,000.00 100,000.00
Long-term receivable
Long-term equity investments 176,093,937.62 191,394,600.98 211,270,265.80
Investment properties 96,666,571.61 88,422,673.91 85,083,745.72
Fixed assets 156,061,636.80 149,968,663.80 142,849,121.72
Construction in progress 12,977,929.03 41,642,020.40 122,551,469.97
Materials for construction
Disposal of fixed assets
Bio-assets in production
Oil and gas assets
Intangible assets 106,588.62 33,255.04 53,924,233.96
Development expenditure
Goodwill
Long-term deferred expenses 803,230.14 848,038.96 905,871.01
Deferred tax assets 27,923,753.10 25,748,724.89 25,678,449.05
Other non-current assets 26,339,112.00 26,339,112.00
Total non-current assets 509,143,650.94 536,456,244.55 652,842,143.00
Total Assets 646,125,282.32 702,180,174.03 806,324,777.80
184
SHENZHEN TELLUS HOLDING CO., LTD.Notes to the financial statements for the year ended 31 December 2014
Financial statement in tracing the restatement
method(continued)
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note 2013.1.1 2013.12.31 2014.12.31
Current liability：
Short-term loans 93,881,155.00 110,969,952.93 74,719,672.00
Financial liabilities with fair value
Financial derivative liability
Notes payable 15,920,748.09
Accounts payable 23,626,617.53 22,008,010.24 22,340,922.90
Advance from customers 31,857,080.49 22,087,866.51 9,979,166.89
Employee benefits payable 12,581,105.70 14,408,687.62 17,164,185.03
Taxes and due payable 11,845,434.44 16,687,262.22 9,055,093.27
Interest payable
Dividends payable 1,455,297.72
Other payables 99,275,953.73 107,809,585.66 114,533,081.65
Financial liabilities held-for-trade
Non-current liabilities due within one year 12,000,000.00 12,000,000.00 120,700,000.00
Other current liabilities
Total current liabilities 286,522,644.61 321,892,113.27 368,492,121.74
Non-current liabilities：
Long-term loans 143,000,000.00 131,000,000.00 178,597,550.55
Bonds payable
Long-term payables 12,981,872.24 13,319,681.59 13,657,490.94
Long-term empolyee benefits 10,650,627.58 10,297,200.34 9,953,557.75
Special payables
Contingent liabilities
Accrued liabilities
Deferred tax liabilities 1,345,258.91 1,248,087.86 723,459.18
Other non-current liabilities 29,823,013.37 32,570,237.55
Total non-current liabilities 167,977,758.73 185,687,983.16 235,502,295.97
Total liabilities 454,500,403.34 507,580,096.43 603,994,417.71
Owners' equity：
Paid-in capital 220,281,600.00 220,281,600.00 220,281,600.00
Capital reserve 7,672,605.51 7,672,605.51 7,672,605.51
Less: treasury shares
Other comprehensive income 1,060,089.04 835,925.67
Special reserve
Surplus reserves 2,952,586.32 2,952,586.32 2,952,586.32
General risk reserve
Undistributed profit -56,557,690.71 -49,371,746.70 -39,026,529.03
Total owners' equity attributable to
175,409,190.16 182,370,970.80 191,880,262.80
parent company
Minority equity 16,215,688.82 12,229,106.80 10,450,097.29
Total equity 191,624,878.98 194,600,077.60 202,330,360.09
Total liabilities and owners' equity 646,125,282.32 702,180,174.03 806,324,777.80
185
深圳市特力(集团)股份有限公司 2014 年年度报告全文
Section XII. 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 2014 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)
186
