深圳市特力(集团)股份有限公司 2015 年半年度报告全文
SHENZHEN TELLUS HOLDING CO., LTD
SEMI-ANNUAL REPORT 2015
August 2015
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
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 attended the Board Meeting for report deliberation.
The Company has no plans of cash dividend distributed, no bonus shares and
has no share converted from capital reserve 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 Semi-Annual
Report 2015 is authentic, accurate and complete.
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 2015 年半年度报告全文
Content
Semi-Annual Report 2015 ............................................................................................................. 1
Section I Important Notice, Contents and Paraphrase ................................................................ 2
Section II Company Profile .......................................................................................................... 5
Section III Accounting data and summary of finnaical indexes .................................................. 7
Section IV Report of the Board of Directors ................................................................................ 9
Section V Important Events ........................................................................................................ 23
Section VI Changes in shares and particular about shareholders............................................. 35
Section VII Preferred Stock……………………………………………………………………….41
Section VIII Directors, Supervisors and Senior Executives ..................................................... 42
Section IX Financial Report ....................................................................................................... 44
Section X Documents Available for Reference ........................................................................ 159
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Paraphrase
Items Refers to Definition
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, Current Period, the Year Refers to 1 January 2015 to 30 June 2015
SDG Refers to Shenzhen SDG Co., Ltd.
Auto Industrial and Trading Company 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 2015 年半年度报告全文
Section II Company profile
I. Company Profile
Short form for share Tellus-A, Tellus-B Code for share 000025, 200025
Listing stock exchange Shenzhen Stock Exchange
Chinese name of the Company 深圳市特力(集团)股份有限公司
Abbr. of Chinese name of the
深特力
Company(if applicable)
English name of the
ShenZhen Tellus Holding Co.,Ltd
Company(if applicable)
Legal Representative Lv Hang
II. Contact person and ways
Secretary of the Board Rep. of securities 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
Contact adds.
Road, Futian District, Shenzhen Road, Futian District, Shenzhen
Tel. (0755)83989335 (0755)83989339
Fax. (0755)83989386 (0755)83989386
E-mail ir@tellus.cn sunbl@tellus.cn
III. Others
1. Way of contact
Whether registrations address, offices address and codes as well as website and email of the Company changed in reporting period or
not
□ Applicable √ Not applicable
Registrations address, offices address and codes as well as website and email of the Company has no change in reporting period,
found more details in Annual Report 2014.
2. Information disclosure and preparation place
Whether information disclosure and preparation place changed in reporting period or not
□ Applicable √ Not applicable
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
The newspaper appointed for information disclosure, website for semi-annual report publish appointed by CSRC and preparation
place for semi-annual report have no change in reporting period, found more details in Annual Report 2014.
3. Registration changes of the Company
Whether registration has changed in reporting period or not
□ Applicable √ Not applicable
Date/place for registration of the Company, registration number for enterprise legal license, number of taxation registration and
organization code have no change in reporting period, found more details in Annual Report 2014.
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Section III. Accounting data and summary of financial indexes
I. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes √ No
Increase/decrease in this
Current period Same period of last year
report y-o-y (%)
Operating revenue (RMB) 158,491,781.84 228,692,541.86 -30.70%
Net profit attributable to shareholders of
7,650,356.02 5,521,161.43 38.56%
the listed company(RMB)
Net profit attributable to shareholders of
the listed company after deducting 7,516,539.71 5,355,980.64 40.34%
non-recurring gains and losses(RMB)
Net cash flow arising from operating
33,862,882.70 -4,185,311.96
activities(RMB)
Basic earnings per share (RMB/Share) 0.0296 0.0251 17.93%
Diluted earnings per share (RMB/Share) 0.0296 0.0251 17.93%
Weighted average ROE 1.49% 2.98% -1.49%
Increase/decrease in this
End of current period End of last period report-end over that of last
period-end (%)
Total assets (RMB) 1,143,974,813.03 806,324,777.80 41.88%
Net assets attributable to shareholder of
833,050,618.82 191,880,262.80 334.15%
listed company(RMB)
II. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
The Company has no difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) in reporting 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 has no difference of the net profit and net assets disclosed in financial report, under both foreign accounting rules and
Chinese GAAP (Generally Accepted Accounting Principles) in reporting period
III. Items and amounts of extraordinary profit (gains)/loss
√Applicable □Not applicable
In RMB
Item Amount Note
Gains/losses from the disposal of non-current asset (including the
-20,206.16
write-off that accrued for impairment of assets)
Gains/losses from entrusted investment or asset management 154,657.53
Other non-operating income and expenditure except for the
31,650.33
aforementioned items
Less: Impact on income tax 41,525.43
Impact on minority shareholders’ equity (post-tax) -9,240.04
Total 133,816.31 --
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 2015 年半年度报告全文
Section IV. Report of the Board of Directors
I. Introduction
(I)Overview of the overall operation
The first half year of 2015, the international environment has been very complicated, the global economic
recovery has been slow, and the domestic economy has entered a sustainable growth track after a slowdown, but
the consumer demand failed to show a growing trend and the substantial economy was still low. As for the
industry environment of our company’s business development, the auto sales business has been influenced by the
slowdown of economic growth and decrease of consumer demands, especially the car purchase policy issued by
Shenzhen government in December 2014 has brought great impact on the company’s auto sales business, and the
auto sales revenue has significantly decreased. On the business transformation, the company has established the
―Business Transformation and Development Program of Test Rite Group‖ in 2014, which clarified the group’s
strategic development direction of transforming to the integrated service operator in jewelry industry. Since 2015,
the jewelry industry has kept the status at the end of the second half year of 2014, influenced by the changes in
economic environment, the low-price running of gold, and the excess capacity, the jewelry consumption has been
tending to decline, the prosperity has been descending, and the industry development has a slowdown, as a results,
the rental prices at distributing centers of jewelry enterprises in Shenzhen, such as Shuibei and Buxin, have been
showing a decreasing trend. At the same time, compared with the sluggish growth of traditional jewelry sales
model, the jewelry network retail business has a rapid growth with the help of E-commerce platform, so the whole
jewelry industry is facing the transformation and reformation. In the face of so severe external environment, under
the leadership of the board of directors, the company has been adhering to take the transformation and upgrading as
guiding principle and take the market-oriented reform as power, actively responding to the market changes,
intensifying the promotion of the company’s business transformation, focusing on the planning to develop the
e-commerce and financial service business of jewelry while gradually sorting out and adjusting the company’s
existing automotive aftermarket and leasing management and property service management of resources assets,
which has found a accurate entry point for the company to transform to the jewelry industry and laid a solid
foundation for the company to arrange the operations, e-commerce and financial services of jewelry market.
During the reporting period, the company has achieved the operating income of 158,490,000 yuan, a decrease of
70.2 million yuan and down 30.70% on a year-on-year basis, which was mainly because that the subsidiary Huari
Toyota Company’s automobile sales revenue has decreased by 81.6 million yuan and down 51.14% on a
year-on-year basis under the influence of the car purchase policy in Shenzhen. The renter income has increased by
8.55 million yuan, up 30.38% on a year-on-year basis by re-adjusting the rental price system and raising the unit
rental price reasonably.The company’s operating costs were 116,940,000 yuan, down 40.12% on a year-on-year
basis. The costs were 30,830,000 yuan, a decrease of 2.6 million yuan and down 7.78% on a year-on-year basis.
The company has achieved total profits of 8.51 million yuan, an increase of 2.98 million yuan and up 53.89% on a
year-on-year basis. The company has gained the net profits vesting in the parent company of 7.65 million yuan, an
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
increase of 2.13 million yuan and up 38.59% on a year-on-year basis. The net profits assigned to the shareholders
of listed company after deducting the non-recurring profits and losses were 7.51 million yuan, an increase of 2.16
million yuan on a year-on-year basis. Under the influence of the unfavorable factor ,such as the car purchase
policy in Shenzhen, the significant decrease in automobile sales revenue, the declining investment revenue in
holding subsidiary companies,The company makes the operating costs depressed more than that in the operating
income and the profits sharply increased on a year-on-year basis by enhancing the management of leasing
resource assets, improving control efforts of auto operating costs, innovating management, optimizing workforce
structure,reducing costs in business, boosting revenue of the raising capital and so on.
(II) The implementation of main work
1.On the major project construction
The main construction of Tellus Shuibei Jewelry Building project which is built by the Company’s subsidiary
Zhongtian Company has been completed and capped in May, 2015, the project is under construction as planned
now, and it is expected to be completed by the end of 2015 and put into use in June, 2016. The main construction
of Shuibei Gold Plaza project which is built by the joint venture Shenzhen Tellus Gimeng Investment Co., Ltd.
has been completed and capped in November, 2014, the project is expected to be completed before the end of
2015 and put into use in the first quarter of 2016.The main construction of Xinglong Gold Jewelry Building
project (the original name is Shenzhen Shuibei Xinglong R&D Center Building) which is built by the joint stock
company Shenzhen Xinglong Machinery Co., Ltd. has been completed and capped in November, 2014, the project
is expected to be completed before the end of 2015 and put into use in the first quarter of 2016.
2. On the business transformation
(1) The jewelry market operation: during the reporting period, the company has launched a market investigation
and pre-work for attracting investments, and formed the investment attraction plan on the basis of registration data
of investment intention.
(2)The e-commerce business: Via the market research and analysis, the company has preliminarily positioned the
e-commerce business by cooperating with the e-commerce enterprises or merging and absorbing the excellent and
mature e-commerce enterprises, made use of the advantages of the e-commerce enterprises in e-commerce field
and big data analysis, replied on the company’s properties at Shuibei jewelry accumulation area and scale
advantages of jewelry professional wholesale market that shall be brought by the transformation and operation of
properties, and made the virtual platform side and physical platform side to complement each other's advantages
so as to create a Test Rite jewelry e-commerce platform mainly in the form of B2B e-commerce and complete the
company’s preliminary layout at e-commerce platform.
(3)The financial service business: Via the market research and analysis, the company has preliminarily positioned
the financial service business as the core based on the owned and joint venture property operations management
of Tellus Jimeng Gold Jewelry Industrial Park, made use of the advantageous conditions of being the biggest
owner of the industrial park, the state-owned enterprise identity and the third party service provider, established an
intelligent internet new model of property management based on the management services of the whole industrial
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
park, carried out the strategic cooperation with the large jewelry enterprises, gradually established a big data
service system for the supply chain of large jewelry enterprises, progressively developed the financial service
business such as the commercial factoring, financial leasing, petty loans, mortgage, and third party payment by
adopting the self-building or cooperation, created the internet financial services platform company, and built a
comprehensive jewelry financial service platform for the jewelry industry chain.
II. Main business analysis
Y-o-y changes of main financial data
In RMB
Current period Same period of last year Y-o-y increase/decrease Reasons for changes
Impact by the car
restrictions, revenue from
Operation revenue 158,491,781.84 228,692,541.86 -30.70% car sales by subsidiary
Huari Toyota decreased
y-o-y
Operating costs
Operation cost 116,939,503.91 195,298,141.59 -40.12% decreased along the
declined of car sales
Sales expenses 9,520,419.70 9,182,022.30 3.69%
Administrative expenses 16,780,916.30 15,727,273.24 6.70%
Bank loans are paid in
the Period, than the
Financial cost 4,529,677.17 8,521,242.69 -46.84%
interest expenses
declined
Enterprise income tax
payable increased in the
Income tax expense 1,200,717.31 717,262.39 67.40%
Period with the increased
profits
the stock vehicles in the
Net cash flow arising
33,862,882.70 -4,185,311.96 previous year selling by
from operation activities
subsidiary Huari Toyota
Net cash flow arising More expenses on the
from investment -332,753,974.96 -70,203,958.22 373.98% bank capital preservation
activities products in the Period
More fund-raised in the
Net cash flow arising Period due to the target
350,100,271.84 67,083,699.08 421.89%
from financing activities private placement, and
net expenses from the
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
bank fund-raise increased
y-o-y
Net increase of cash and
51,209,174.82 -7,304,868.03
cash equivalent
Profit from associated
enterprise Shenzhen
Zung Fu Tellus Auto
Investment earnings 624,390.10 7,841,475.98 -92.04% Service Co., Ltd. and
Shenzhen Dongfeng
Automobile Co., Ltd.
decreased
Major changes on profit composition or profit resources in reporting period
□ Applicable √ Not applicable
No major changes on profit composition or profit resources occurred in reporting period
The future development and planning extended to reporting period that published in disclosure documents as prospectus, private
placing memorandum and recapitalize statement
□ Applicable √ Not applicable
No future development and planning extended to reporting period that published in disclosure documents as prospectus, private
placing memorandum and recapitalize statement
Review on the previous business plan and its progress during reporting period
In the first half year of 2015, while gradually sorting out and adjusting the company’s existing automotive
aftermarket and leasing management and property service management of resources assets according to the
business plan, the company has put forth efforts to boost the key projects, and actively promoted the transformation
and upgrading of the company. On the existing business, the company has further enhanced the marketization of
property rental price and improved the property management business benefits by firmly grasping the management,
reducing the cost of automobile sales business, and effecting decrease the losses. On the major project
construction, the project of Tellus Shuibei Jewelry Building has been going well and should be completed as
planned. On the enterprise strategy transformation, the company has strictly followed ―The Business
Transformation Development Program of Test Rite Group‖, kept to the established strategic direction, actively
explored the group’s business model and operation path of three business sections which are operations,
e-commerce and financial services. All tasks have been carried forward steadily as planned.
III. Constitution of main business
In RMB
Increase or Increase or Increase or
decrease of decrease of decrease of gross
Operating
Operating cost Gross profit ratio operating revenue operating cost profit ratio over
revenue
over same period over same period same period of
of last year of last year last year
According to industries
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Auto sales 77,974,081.36 76,616,616.19 1.74% -51.14% -50.66% -0.97%
Auto inspection
and maintenance
25,971,734.61 19,091,451.78 26.49% 13.52% 4.43% 6.40%
and accessories
sales
Rental and
50,824,379.95 19,838,423.28 60.97% 17.77% -1.05% 7.43%
service
According to products
Auto sales 77,974,081.36 76,616,616.19 1.74% -51.14% -50.66% -0.97%
Auto inspection
and maintenance
25,971,734.61 19,091,451.78 26.49% 13.52% 4.43% 6.40%
and accessories
sales
Rental and
50,824,379.95 19,838,423.28 60.97% 17.77% -1.05% 7.43%
service
According to region
Shenzhen 154,770,195.92 115,546,491.25 25.34% -31.40% -40.32% 11.15%
IV. Core competitive-ness analysis
During the period, core competitive-ness of the Company remain stable without important changes. Found more
in ―Section IV. Reprot of the Board of Directors‖ in the annual reprot of 2014
V. Investment analysis
1. Equity investment outside
(1) Investment outside
□ Applicable √ Not applicable
The Company has no investment outside in the Period
(2) Holding equity of financial enterprise
□ Applicable √ Not applicable
The Company has no equity of financial enterprise held in the Period
(3) Securities investment
□ Applicable √ Not applicable
The Company has no securities investment in the Period
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
(4)Explanation on equity of other listed company held
□ Applicable √ Not applicable
The Company had no equity of other listed company held in Period.
2. Trust financing, investment of derivatives and entrustment loan
(1) Trust financing
√ Applicable □ Not applicable
In ten thousand Yuan
Amount
of reserve
Principal for
Whether Actual
Related Trust Criterial actually devaluati Anticipat
related gains/loss
Name relationsh Type financing Start date End date for fixing collected on of ed
trade or es in
ip amount reward in the withdrawi income
not period
Period ng (if
applicable
)
Shenzhen
Tianan
Agreeme
Branch of Floating 2015-04- 2015-10-
N/A No 6,000 nt to 151.89
Industrial proceeds 30 15
determine
Bank Co.,
Ltd.
Shenzhen
Branch of
China
Agreeme
CITIC Floating 2015-04- 2015-07-
N/A No 3,000 nt to 32.91
Bank proceeds 30 30
determine
Corporati
on
Limited
Shenzhen
Branch of
Agreeme
China Structured 2015-04- 2015-07-
N/A No 4,000 nt to 40.5
Everbrigh deposit 30 30
determine
t Bank
Co., LTd.
Shenzhen Floating 2015-05- 2015-08- Agreeme
N/A No 4,000 43.88
Branch of proceeds 07 06 nt to
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
China determine
CITIC
Bank
Corporati
on
Limited
Shenzhen
Tianan
Agreeme
Branch of Floating 2015-05- 2015-05-
N/A No 5,000 nt to 5,000 2.4
Industrial proceeds 07 12
determine
Bank Co.,
Ltd.
Shenzhen
Tianan
Agreeme
Branch of Floating 2015-05- 2015-05-
N/A No 4,000 nt to 3,000 5.3
Industrial proceeds 08 12
determine
Bank Co.,
Ltd.
Shuibei
Jewellery
Branch of Agreeme
Deposit 2015-05- 2015-07-
China N/A No 3,000 nt to 2,000 2.29 3.92
products 08 29
Construct determine
ion Bank
Co., Ltd.
Shenzhen
Tianan
Agreeme
Branch of Floating 2015-05- 2015-10-
N/A No 5,000 nt to 126.58
Industrial proceeds 14 29
determine
Bank Co.,
Ltd.
Shenzhen
Tianan
Agreeme
Branch of Floating 2015-05- 2015-10-
N/A No 3,000 nt to 75.95
Industrial proceeds 14 29
determine
Bank Co.,
Ltd.
Shenzhen
Gold Agreeme
Floating 2015-05- 2015-06-
Jewelry N/A No 5,000 nt to 5,000 21.95
proceeds 20 23
Branch of determine
China
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Minsheng
Bank Co.,
Ltd.
Total 42,000 -- -- -- 15,000 474 33.57
Capital resource Idle fund-rasing
Principal uncollected for overdue and
0
accumulated earninsg
Lawsuit involved (if applicable) N/A
Disclosure date for approval from the
2015-04-29
Board for trust financing (if applicable)
Disclosure date for approval from board of
shareholders for trust financing (if
applicable)
(2) Investment of derivatives
□ Applicable √ Not applicable
The Company has no derivatives investment in the Period
(3) Entrustment loan
□ Applicable √ Not applicable
The Company has no entrustment loan in the Period
3. Application of raised proceeds
√ Applicable □ Not applicable
(1)Overall application of raised proceeds
√ Applicable □ Not applicable
In ten thousand Yuan
Total raised capitals 64,680
Total raised capital invested in reporting period 31,145.54
Total accumulative raised capital invested 31,145.54
Total raised fund for changes its usage area in report
0
period
Total accumulative raised fund for changes its usage
0
area
Proportion of total accumulative raised fund for
0.00%
changes its usage area
Explanation on general usage of raised capital
The company has completed the non-public offering of shares in March, 2015. This non-public offering has totally raised funds of
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
RMB 646.8 million Yuan, and the net amount of raised funds was RMB 633,520,000 Yuan after deducting the issue expenses
including the sponsorship fee, underwriting fee, legal fee, capital verification, information disclosure, and registration fee of initial
public offering, etc. In accordance with the issuance program, the net amount of raised funds after deducting the issue expenses
should be used for the Tellus Shuibei Jewelry Building project and supplementing the company’s circulating funds. After the
non-public offering of shares was fully funded, it should be saved to the placement’s special account at China Construction Bank,
Shenzhen Shuibei Jewelry Branch. On April 10, 2015, the company has remitted the raised funds of 260 million Yuan from the
company’s special account of placement to the placement’s special account of its subsidiary Shenzhen Zhongtian Industrial Co.,
Ltd. (hereinafter referred to as "Zhongtian Company") at China Construction Bank, Shenzhen Shuibei Jewelry Branch which was
used for capital increase in Zhongtian Company, and the follow-up special project was used for Tellus Shuibei Jewelry Building
project; the surplus raised funds were saved in the company’s special account of placement for supplementing the circulating funds.
On April 27, 2015, the company held the thirtieth interim meeting of the seventh board of directors which deliberated and approved
the motion about replacing the self-raised funds beforehand invested in fundraising project with the raise funds, and agreed the
company to replace the self-raised funds of 114,162,000 Yuan invested in fundraising project with the raise funds, of which 15.6
million Yuan was used to replace and supplement the beforehand invested self-raised funds of the company’s circulating funds and
98,562,000 Yuan was used to replace and supplement the beforehand invested self-raised funds of Tellus Shuibei Jewelry Building
project. The company’s independent director and sponsor institution have expresses their agreement on this matter. On April 28,
2015, the company held the twelfth meeting of the seventh board of directors which deliberated and approved the motion of how to
use some idle raised funds to purchase the principal-protected bank financial products, and authorized the company and the
subsidiary Zhongtian Company to use the idle raised funds to purchase the principal-protected bank financial products, the total
amount was less than 0.35 billion Yuan. Up to June 30, 2015, the company has used the raise funds of 311,455,400 Yuan, and used
the temporarily idle raised funds to purchase the financial products of 270 million Yuan, and the balance of placement account was
55,359,000 Yuan（including the issue expenses 1.98 million Yuan, interest 982,000 Yuan and financing income 335,700 Yuan）.
(2) Situation of committed project of raised proceeds
√ Applicable □ Not applicable
In ten thousand Yuan
Total
investme Amount Investme
Projects Total
of nt Predicted Project
changed committe nt after
Committed investment or not d adjustme Amount accumula program serviceab Profit Reach the feasibility
invested ted till the le realized predicted was
projects &investment (includin investme nt (1)
in this investme period-en condition in this interest or changed
of raised fund g nt of
period nt till the d date of year not hugely or
changed raised
period-en (3)=(2)/(1 project not
partially) capitals
d (2) )
Investment project commitment
Tellus Shuibei Jewelry
No 26,000 26,000 11,995.54 11,995.54 46.14% 0 No
Building
Liquid assets
supplementation of the No 38,680 38,680 19,150 19,150 49.51% 0 No
Company
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Subtotal of
-- 64,680 64,680 31,145.54 31,145.54 -- -- 0 -- --
commitment projects
Investment orientation for fund arising out of plan
Total -- 64,680 64,680 31,145.54 31,145.54 -- -- 0 -- --
1. Tellus Shuibei Jewelry Building project has been constructing as planned.
2. About the placement investment project supplementing the company’s circulating funds:
(1)The repayment of bank loan has been completed;
(2)The newly increased decoration project of Tellus Shuibei project has been proceeding as planned;
(3)Jewelry e-commerce business has been carrying forward as planned;
(4)Jewelry retail market business has been carrying forward as planned;
(5)Jewelry training business: This project has not yet been started. The company has started to investigate
Situation about not
some schools in early 2015 and found there are already many jewelry training schools in Shuibei and the
coming up to schemed
market competition is rather intense; moreover, the prosperity degree of jewelry industry has been declining
progress or expected
so the training business requirements have sharply reduced. The return on investment shall be relatively
revenue and the
low and the payback period shall be rather long if investing to establish the jewelry training school now,
reason(In specific
therefore, the company has decided to cancel the investment plan to this project for the time being, and wait
project)
until the company’s business in jewelry service industry has developed smoothly and accumulated the
certain resources.
(6)Automobile leasing business in the jewelry market: This project has not yet been started. The first main
reason was that Shenzhen Municipal Government announced the implementation of car purchase policy on
December 29, 2014 which shall adopt two methods, license-plate lottery and bidding, this policy caused the
company could not develop this business as planned, the second main reason was that the demands for
automobile leasing business in jewelry industry at Shuibei has sharply reduced so that the business
prospects have been affected, therefore, the company has decided to cancel the investment to this project.
Explanation on great
changes of feasibility Not applicable
of project
Amount, usage and Not applicable
progress of using for
fund raising out of the
plan
Change of Not applicable
implementation place
of investment project
of raised capitals
Adjustment of Not applicable
implementation way
for investment project
of raised capitals
Regulation of Applicable
implementation ways On April 27, 2015, the company held the thirtieth interim meeting of the seventh board of directors which
18
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
of investment project deliberated and approved the motion about replacing the self-raised funds beforehand invested in
of raised capitals fundraising project with the raise funds, and agreed the company to replace the self-raised funds of
114,162,000 Yuan invested in fundraising project with the raise funds, of which 15.6 million Yuan was used
to replace and supplement the beforehand invested self-raised funds of the company’s circulating funds and
98,562,000 Yuan was used to replace and supplement the beforehand invested self-raised funds of Tellus
Shuibei Jewelry Building project. The company’s independent director and sponsor institution have
expresses their agreement on this matter.
Temporarily Not applicable
supplement for the
current capitals with
idle raised capitals
Temporarily Not applicable
supplement for the
current capitals with
idle raised capitals
(3)The changed project of raised proceeds
□ Applicable √ Not applicable
The Company has no project of raised proceeds changed in the Period
(4) Project of raised proceeds
Project of raised proceeds and summary Disclosure date Disclosure index
The Company completed the private
Found more in the ―Specific Reprot of the
placement in March 2015, and net amount
Fund-raised Saving for semi-annual of
of RMB 633.52 million are raised during
2015 and utilization conditions‖ released
the placement, which will contribute to the 2015-08-26
on Securities Times, Hong Kong
Tellus Shuibei Jewerlly Building and
Commercial Daily and Juchao Website
supplement the current capital of the
dated 26 August 2015
Company
4. Main subsidiaries and joint-stock companies analysis
√ Applicable □ Not applicable
Main subsidiaries and joint-stock companies
In RMB
Main
Industry Registered Operation Operation
Name Type products or Total assets Net assets Net profit
involved capital revenue profit
service
Shenzhen Self-owned RMB 58.96 279,934,72 234,296,06 9,224,944.7 1,897,379
Subsidiary Commerce 1,409,847.73
Auto property million 0.91 8.50 4 .96
19
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Industry leasing,
and Trade automobile
Corporation and
accessories
selling
Automobile
Shenzhen
maintenanc
SD Huari
Service e& US$ 5 70,923,149. 32,736,570. 16,856,842. -686,656.
Automobile Subsidiary -563,970.91
production million 97 85 48 66
Enterprise industry
and sales of
Co.
accessory
Shenzhen
RMB
Zhongtian Service Property 382,129,96 281,937,10 2,438,145.0 1,469,812
Subsidiary 267.25 1,102,359.28
Industrial industry leasing 0.69 7.75 3 .35
million
Co., Ltd.
Shenzhen
Huari
Toyota Automobile RMB 2 26,557,682. -9,430,200. 103,112,24 -930,793.
Subsidiary Commerce -961,593.44
Automobile selling million 64 50 8.20 26
Sales Co.
Ltd
Shenzhen
Production
New
of
Yongtong
Service inspection RMB 19. 14,455,103. 2,140,999.1 1,863,208.6 732,320.3
Automobile Subsidiary 548,320.38
industry equipment 61 million 14 6 0 8
Inspection
for auto
Equipment
vehicles
Co. Ltd
Shenzhen
Inspection
Tellus New
and
Yongtong Service RMB 32.90 83,952,797. 45,082,227. 6,823,866.5 1,701,794
Subsidiary maintenanc 1,471,803.46
Automobile industry million 76 99 8 .63
e of auto
Developme
vehicle
nt Co. Ltd
Shenzhen Developmet
SD Tellus Manufactur n and RMB 31.15 28,766,512. 11,723,046. -147,748.
Subsidiary 0.00 -147,748.98
Real Estate e operation of million 20 86 98
Co. Ltd real estate
Shenzhen
Property
SD Tellus Service RMB 7.05 29,233,464. 9,709,381.5 17,536,463. -378,742.
Subsidiary managemen -371,454.04
Property industry million 14 4 54 90
t
Managemen
20
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
t Co. Ltd
Shenzhen
Tellus Real Agency of
Service RMB 2 2,673,778.5 2,447,277.5 -34,949.3
Estate Subsidiary real estate 52,700.00 -34,949.38
industry million 8 9 8
Exchange exchange
Co. Ltd
Shenzhen
Sales of
Zung Fu
Joint-stock Service auto and RMB 30 331,855,66 223,133,73 334,504,85 -161,361.
Tellus Auto 300,028.70
company industry maintenanc million 7.06 0.49 9.40 28
Service Co.,
e
Ltd.
Auto
Shenzhen
manufacturi
Dongfeng Joint-stock Manufactur RMB 100 542,036,07 155,698,67 158,949,38 -2,195,90
ng and 330,374.34
Auto Co., company e million 9.57 3.33 3.31 6.52
maintenanc
Ltd.
e
Shenzhen
Mould
Xinglong RMB
Joint-stock Manufactur processing 278,326,46 64,979,136.
Machinery 60.6333
company e and 5.96 82
Mould Co., million
exportation
Ltd.
5. Major project invested by non-raised funds
□ Applicable √ Not applicable
No major project invested by non-raised funds in Period
VI. Prediction of business performance from January – September 2015
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
VII. Explanation from the Board and Supervisory Committee for “Qualified Opinion” from
the CPA of this year’s
□ Applicable √ Not applicable
VIII. Explanation on “Qualified Opinion” of previous year from the Board
□ Applicable √ Not applicable
21
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
IX. Implementation of profit distribution in reporting period
Implementation or adjustment of profit distribution plan in reporting period, cash dividend plan and shares converted from capital
reserve in particular
□ Applicable √ Not applicable
Previous year’s profit distribution plan was no profit distribution and shares converted from capital reserve either
X. Profit distribution and capitalization of capital reserves in 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 semi-annual year
XI. In the report period, reception of research, communication and interview
□ Applicable √ Not applicable
The Company has no reception of research, communication and interview occurred in the Period
22
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Section V. Important Events
I. 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. The corporate governance of the Company
is satisy the requirement of regulation documents with corporate governance for listed companies issued by
CSRC.
During the reporting period, in order to improve the company's internal control system, the company has followed
the requirements of internal control, and revised the "Articles of Association" according to the changes of the
company’s share capital and registered capital which has been deliberated and approved by the general meeting of
stockholders. The company has established ―the provisional management procedures of the purchase of financial
products‖ which has been deliberated and approved by the board of directors.
The actual situations of corporate governance have no difference with the ―Corporation Law‖ and the related
provisions of China Securities Regulatory Commission.
II. Lawsuits
Significant lawsuits and arbitrations
□Applicable √Not applicable
The Company has no significant lawsuits and arbitrations in Period.
Other lawsuits
□Applicable √Not applicable
III. Question from media
□ Applicable √ Not applicable
No universal questioned by media in reporting period
IV. Bankruptcy reorganization
□ Applicable √ Not applicable
In reporting period, the Company has no bankruptcy reorganization occurred.
23
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
V. Transaction in assets
1. Assets acquisition
□ Applicable √ Not applicable
The Company did not purchased assets in the Period
2. Sales of assets
□ Applicable √ Not applicable
The Company did not sell assets in the Period
3. Business combination
□ Applicable √ Not applicable
The Company has no business combined in the Period
VI. Implementation of the company’s equity incentive and the effects
□ Applicable √ Not applicable
No equity incentive in reporting period
VII. Significant related transaction
1. Related transaction routine operations concerned
□ Applicable √ Not applicable
The Company has no related transaction with routine operations concerned occurred in the Period
2. Related transaction incurred by purchase or sales of assets
□ Applicable √ Not applicable
No related transaction incurred by purchase or sales of assets in Period
3. Related transaction from jointly investment outside
□ Applicable √ Not applicable
No related transaction from jointly investment outside occurred in Period
4. Credits and liability of related party
√ Applicable □ Not applicable
Whether have non-operation related liabilities and credits relations or not
√ Yes □ No
Claim receivable from related party:
Whether has Balance at Current Current Current Balance at
non-busines period-begin newly added recovery interest period-end
Related
Relationship Causes s capital (10 (10 (10 Interest rate (10 (10
party
occupying thousand thousand thousand thousand thousand
or not Yuan) Yuan) Yuan) Yuan) Yuan)
24
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Debts payable to related party:
Balance at Current Current Current Balance at
period-begin newly added recovery interest period-end
Related party Relationship Causes Interest rate
(10 thousand (10 thousand (10 thousand (10 thousand (10 thousand
Yuan) Yuan) Yuan) Yuan) Yuan)
Long-term
loans
Shenzhen
Parent ( Non-curre
SDG Co., 7,300 0 7,300
company nt liabilities
Ltd.
due within 1
year)
Shenzhen
Parent Accounts
SDG Co., 5,978 270 6,248
company current
Ltd.
Shenzhen
Parent Short-term
SDG Co., 1,892 2 1,890
company loans
Ltd.
5. Other related transactions
□ Applicable √ Not applicable
The Company had no other related transactions in the reporting period
VIII. Non-business capital occupying by controlling shareholders and its related parties
□ Applicable √ Not applicable
No non-business capital occupied by controlling shareholders and its related parties in Period
IX. Major contract and implantation
1. Trusteeship, contract and leasing
(1) Trusteeship
□ Applicable √ Not applicable
The Company had no trusteeship in the reporting period.
(2) Contract
□ Applicable √ Not applicable
The Company had no contract in the reporting period.
25
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
(3) Leasing
□ Applicable √ Not applicable
The Company had no leasing in the 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 Complete Guarante
Name of the Announce
Guarantee happening (Date Actual Guarantee Guarantee implemen e for
Company ment
limit of signing guarantee limit type term tation or related
guaranteed disclosure
agreement) not party
date
Total actual occurred external
Total approving external
0 guarantee in report period 0
guarantee in report period (A1)
(A2)
Total approved external Total actual balance of
guarantee at the end of report 0 external guarantee at the end 0
period ( A3) of report period (A4)
Guarantee between the Company and the subsidiaries
Related
Actual date of Complete Guarante
Name of the Announce
Guarantee happening (Date Actual Guarantee Guarantee implemen e for
Company ment
limit of signing guarantee limit type term tation or related
guaranteed disclosure
agreement) not party
date
To the expire
Shenzhen Zung Fu
date of joint
Tellus Auto 2014-09-30 3,500 2007-04-17 3,500 Pledged No Yes
venture
Service Co., Ltd.
contract
Shenzhen
Joint liability 2014.6.24-
Zhongtian 2014-05-07 30,000 2014-06-24 30,000 No No
guaranty 2024.6.23
Industrial Co., Ltd.
Shenzhen
General To 25 June
Zhongtian 2014-03-17 4,140 4,140 No No
guarantee 2016
Industrial Co., Ltd.
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 0 0
subsidiaries in report period
report period (B1)
(B2)
26
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 38,640 38,640
the end of reporting period
end of reporting period (B3)
(B4)
Guarantee of the Company for the subsidiaries
Related
Actual date of Complete Guarante
Name of the Announce
Guarantee happening (Date Actual Guarantee Guarantee implemen e for
Company ment
limit of signing guarantee limit type term tation or related
guaranteed disclosure
agreement) not party
date
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 amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in 0 0
subsidiaries in report period
report period (C1)
(C2)
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 6,700 6,700
the end of reporting period
end of reporting period (C3)
(C4)
Total amount of guarantee of the Company( total three abovementioned guarantee)
Total amount of approving Total amount of actual
guarantee in report period 0 occurred guarantee in report 0
(A1+B1+C1) period (A2+B2+C2)
Total amount of approved Total balance of actual
guarantee at the end of report 45,340 guarantee at the end of report 45,340
period (A3+B3+C3) period (A4+B4+C4)
The proportion of the total amount of actually guarantee in the
54.43%
net assets of the Company(A4+ B4+C4)
Including:
Amount of guarantee for shareholders, actual controller and its
0
related parties(D)
The debts guarantee amount provided for the guaranteed
6,700
parties whose assets-liability ratio exceed 70% directly or
27
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
indirectly(E)
Proportion of total amount of guarantee in net assets of the
3687.47
Company exceed 50%(F)
Total amount of the aforesaid three guarantees(D+E+F) 10387.47
Explanations on possibly bearing joint and several liquidating
N/A
responsibilities for undue guarantees (if applicable)
Explanations on external guarantee against regulated
N/A
procedures (if applicable)
Explanation on guarantee with composite way
(1) Guarantee outside against the regulation
□ Applicable √ Not applicable
No guarantee outside against the regulation in Period
3. Other material contracts
□ Applicable √ Not applicable
The Company had no other material contracts in the reporting period.
4. Other material transactions
□ Applicable √ Not applicable
The Company had no other material transactions in the reporting period.
X. Commitments made by the Company or shareholders holding above 5% shares of the
Company in reporting period or occurred in the previous reporting period but continued to
reporting period
√ Applicable □ Not applicable
Commitment Commitment
Commitments Accepter Contents Implementation
time period
Commitments during the work
of Share Merger Reform of the
Company: (1) In accordance
with the Measures for the
Administration of the Share
Commitments Merger Reform of Listed
for Companies, SDG would abide
SDG 2005-12-29 Long-term Implementing
Share Merger by the various laws, regulations
Reform and rules, and perform its
statutory commitment duty.
(2) Apart from the
above-mentioned statutory
commitment, SDG also made
the following special
28
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
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
compensate other shareholders
for their losses suffered
thereafter‖.
(5) SDG declared: ―The
Promiser would dutifully fulfill
its commitments and shoulder
corresponding legal
responsibilities. The Promiser
would transfer the shares held
by it only if the assignee agree
and have the ability to shoulder
the commitment
responsibility.‖
Commitments are as follows: SASAC and the Ministry of
(1) In order to effectively boost Finance have jointly issued the
the core management level and "trial implementation methods
business backbones for long, of how state-controlled listed
SDG would take out its shares, companies carry out stock
SDG not exceeding 10% in total 2005-12-29 Long-term ownership incentive", CSRC
number after the Share Merger has issued the ―stock ownership
Reform, and apply them to the incentive management methods
boost of the administration of listed companies (trial
level. The shares would be sold implementation)‖, it has found
to the Company’s that the above-mentioned
29
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
administrative level over 3 promises made by SDG Group
years, with the selling price didn’t conform to the
being the net asset value per above-mentioned relevant
share audited during the period provisions, so no relevant
nearest to the implementation. commitment has been executed
Before the implementation of yet.
the promoting plan by share
selling each year, the
administration level must
prepay the Company a risk
responsibility fund, i.e. 20% of
the planned selling price;
Should the work of the
performance examination set
by the Board failed to be
finished, the paid risk
responsibility fund would not
be refunded and shall be owned
by the Company. Detailed rules
concerning the limitations on
the administration level, such
as the subscription conditions
and risk responsibility fund,
and boost plans would be set
by the Board and submitted to
relevant departments for
approval. The implementation
of the shares for promoting
would be conducted strictly
according to relevant laws and
regulations, and the circulation
conditions of these shares
would be in conformity with
relevant regulations set by the
Shenzhen Stock Exchange. (2)
Relevant expenses of this
Share Merger Reform of Tellus
would be paid by SDG.
Commitments
in report of
acquisition or
equity change
Commitments
in assets
30
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
replacement
Commitments
make in Initial
public offering
or re-financing
In order to avoid the horizontal
competition, the company’s
controlling shareholder,
Shenzhen SDG Co., Ltd., has
issued the ―commitment letter
about the avoidance of
horizontal competition‖ on
May 26, 2014. The full
commitment letter is as
SDG follows: 1. The Company and 2014-05-26 Long-term Implementing
other enterprises controlled by
the Company except Test Rite
Group haven’t occupied in any
business that could
substantially compete with the
main businesses of Test Rite
Group, and have no horizontal
Other competition relationship with
commitments Test Rite Group.
for medium
The commitments to the
and small
fulfillment of information
shareholders
disclosure about the company
business development are as
follows: except for the
information has been disclosed
publicly, the Company has not
had the disclosed information
ShenZhen Tellus about asset acquisition and
2014-10-17 Long-term Implementing
Holding Co.,Ltd business development that has
not been disclosed within one
year. In the future, the
company shall timely,
accurately and adequately
disclose the relevant
information according to the
progress of new business and
the related requirements.
Shenzhen Capital 1. The commitments of the 2014-08-22 2015-3-27 Completed
31
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Fortune Investment relevant bodies on the timely
Manaegment Co., arrival of funds of share
Ltd.; Shenzhen Jiahe subscription: On August 22,
Investment 2014, about the subscription to
Managemetn Test Rite Group’s private
Enterprise; Shenzhen placement of shares, Jewelry
Wanban Investment Industry Funds, SZ Capital,
Management Co., Capital Fortune, Jiahe
Ltd.; Shenzhen Capital Investment, Wanbang
Investment Co., Ltd.; Investment, and Test Rite
Shenzhen Zhiyuan Group have respectively issued
Fuhai Jewlry Industry the ―commitment letter‖, and
Investment Enterprise; made commitments to the
ShenZhen Tellus timely arrival of funds of share
Holding Co.,Ltd subscription. The specific
contents of Jewelry Industry
Funds’ commitment letter are
that after this non-public
offering of shares being
approved by the China
Securities Regulatory
Commission, the subscription
funds of Test Rite Group’s
non-public offering of shares
have all been in place when
reporting the issuing scheme,
and have been transferred to
the special account which was
opened by the sponsor
institution (principal
underwriter) for this non-public
offering of shares at one time
in accordance with the
requirements of the payment
notice issued by Test Rite
Group and the sponsor
institution (principal
underwriter). The specific
contents of Test Rite Group’s
commitment letter are that after
this non-public offering of
shares being approved by the
China Securities Regulatory
Commission, the Company
32
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
should supervise and urge
Capital Fortune (limited
partnership) to put all
subscription funds in place
when reporting the issuing
scheme, and transfer the
subscription funds to the
special account which was
opened by the sponsor
institution (principal
underwriter) for this non-public
offering of shares at one time
in accordance with the
requirements of the payment
notice issued by the Company
and the sponsor institution
(principal underwriter).
2. The commitments to no
undisclosed related protocols
of related bodies: On August
22, 2014, Jewelry Industry
Funds, Jiahe Investment, and
Wanbang Investment has
respectively made
commitments that no other
undisclosed protocols exist in
Test Rite Group and its
controlling shareholder SDG,
the actual controller Shenzhen
SASAC and the related parties
except for the publicly
disclosed protocols.
SDG promised to continue to
support the company to bring
out a long-term incentive
program to replace the stock
ownership incentives during
the stock reform and complete
SDG 2014-06-26 2016-6-30 Implementing
the construction of long-term
incentive system on the
premise of conforming to the
relevant laws and regulations
and supervision requirements.
At the appointed time, the
33
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
long-term incentive program
shall be implemented after
being submitted to the
company’s general meeting of
stockholders for consideration.
Completed on
Y
time(Y/N)
XI. Appointment and non-reappointment (dismissal) of CPA
Whether the semi-annual financial report had been audited
□Yes √ No
The semi-annual report was not audited
XII. Penalty and rectification
□ Applicable √ Not applicable
The Company had no penalty or rectification in the reporting period.
XIII. Risk disclosure of delisting with laws and rules violated
□ Applicable √ Not applicable
The Company has no delisting risks with laws and rules violated in Period
XIV. Explanation on other significant events
□ Applicable √ Not applicable
The Company had no explanation on other significant events in the reporting period.
34
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in shares
In share
Before change Increase/decrease in this time (+ , - ) After change
Capitalizat
Bonus ion of
Amount Ratio New issue Other Subtotal Amount Ratio
share public
reserve
I. Restricted shares 14,587,056 6.62% 77,000,000 77,000,000 91,587,056 30.81%
2. State-owned corporation
14,587,056 6.62% 6,000,000 6,000,000 20,587,056 6.93%
shares
3. Other domestic shares 71,000,000 71,000,000 71,000,000 23.88%
Including: domestic legal
71,000,000 71,000,000 71,000,000 23.88%
person’s shares
II. Un-restricted shares 205,694,544 93.38% 205,694,544 69.19%
1. RMB ordinary shares 179,294,544 81.39% 179,294,544 60.31%
2. Domestically listed
26,400,000 11.98% 26,400,000 8.88%
foreign shares
III. Total shares 220,281,600 100.00% 77,000,000 77,000,000 297,281,600 100.00%
Reasons for share changed
√ Applicable □ Not applicable
During the reporting period, the restricted shares has increased by 77 million Shares because the company issued
the non-public offering of shares to two specified objectives to raise funds, respectively issued RMB ordinary
shares of 6 million shares to Shenzhen Special Development Group Co., Ltd., and issued RMB ordinary shares of
71 million shares to Shenzhen Capital Fortune Jewelry Industry Investment Enterprise (limited partnership).
Approval of share changed
√ Applicable □ Not applicable
On April 21, 2014, the company held the nineteenth interim meeting of the seventh board of directors which
deliberated and passed the motions relevant to this offering, such as ―Motion about the program of the company’s
non-public offering of shares‖; on June 3, 2014, the company held the fourth extraordinary general meeting in
2014 which deliberated and passed the motions relevant to this offering, such as ―Motion about the program of the
company’s non-public offering of shares‖. On November 21, 2014, the company’s non-public offering of shares
has been checked and passed by the Issuance Examination Commission of China Securities Regulatory
Commission; on January 29, 2015, the company’s non-public offering of shares has been approved and obtained
35
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
―Reply about the approval of non-public offering of shares of Shenzhen Test Rite (Group) Co. Ltd.‖ (SFC license
[2015] No. 173).
Ownership transfer of share changes
√ Applicable □ Not applicable
On March 18, 2015, the Company has submitted the relevant registration materials of the newly increased 77
million shares of share to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, the newly
increased share this time has been registered to the account on the trading day (March 26, 2015) just one day
before its offering day (March 27, 2015), and has been officially included in stock transfer books of listed
companies.
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
The new issuing shares have registered to the account dated 26 March 2015, total share captial of the Company up
to 297,281,600 shares from 220,281,600 shares. The EPS of the Period and same period of last year are calculated
based on the weighted average of the total share capital, the basic EPS for first half of the Year of 2015 was RMB
0.0296, diluted EPS was RMB 0.0296, while the above mentioned are counted as RMB 0.0251 and RMB 0.0251
respectively for the same period of last year. Net assets attributable to common shareholders of the Company was
RMB 2.80 while counted as RMB 0.85 for same period of last year.
Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators
□ Applicable √ Not applicable
Explanation on changes in aspect of total shares, shareholders structures as well as structure of assets and liability of the Company
√ Applicable □ Not applicable
The changes in the share capital structure of the issue are as follows:
Type Before the issue After the issue
Amount (share) Ratio Amount (share) Ratio
I.Restricted circulation 14,587,056 6.62% 91,587,056 30.81%
shares
RMB ordinary shares 14,587,056 6.62% 91,587,056 30.81%
II.Un-restricted circulation 205,694,544 93.38% 205,694,544 69.19%
shares
1. RMB ordinary shares 179,294,544 81.40% 179,294,544 60.31%
2. Domestically listed 26,400,000 11.98% 26,400,000 8.88%
foreign shares
Total 220,281,600 100.00% 297,281,600 100.00%
During the reporting period, the company’s total raise funds amount of non-public offering of shares has reached
646,800,000 Yuan, and the net amount of raise funds was 633,520,000.00 Yuan after deducting the issuance costs
of 13,280,000.00 Yuan, the company’s share has increased from 220,281,600 shares to 297,281,600 shares, an
36
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
increase of 77,000,000 shares and increased the company’s share by 77,000,000.00 Yuan, and increased the
capital of the company - capital premium of 556,520,000.00 Yuan. On June 30, 2015, the company’s asset-liability
ratio was 26.30%, down 48.61% compared with the asset-liability ratio at the end of 2014 which was 74.91%.
After the non-public offering of shares, the company’s asset size has increased, financial risk has reduced, and
debt paying ability has greatly improved.
II. Number of shares and shares held
In Share
Total preference shareholders
Total common shareholders at with voting rights recovered at
13,306 0
period-end end of reporting period (if
applicable) (see Note 8)
Particulars about shares held above 5% by common shareholders or top ten common shareholders
Total Number of shares
common Amount of Amount of pledged/frozen
Changes in
Proportion shareholders restricted unrestricted
Full name of Nature of
of shares report
Shareholders shareholder at the end common common
held State of
period Amount
of report shares held shares held share
period
SHENZHEN State-owned
51.09% 151,870,560 20,587,056 131,283,504
SDG CO., LTD. corporation
Shenzhen
Capital Fortune
Jewelry
Domestic non
Industry
state-owned 23.88% 71,000,000 71,000,000
Investment
corporate
Enterprise
(limited
partnership)
FISRT
SHANGHAI Foreign
0.56% 1,661,672 1,661,672
SECURITIES corporation
LTD.
China Southern
Fund – ICBC-
Target clinets Other 0.48% 1,438,642 1,438,642
assets
management
ICBC Pension Other 0.47% 1,406,830 1,406,830
37
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
plans –ABC
Guoyuan
Securities Foreign
0.47% 1,399,432 1,399,432
Brokerage (HK) corporation
Co., Ltd.
GUOTAI
JUNAN
Foreign
SECURITIES( 0.45% 1,324,709 1,324,709
corporation
HONGKONG)
LIMITED
National
Council for
Other 0.41% 1,233,496 1,233,496
Social Security
Fund-411
Bank of China
Limited –South
Other 0.34% 999,961 999,961
Industry Active
Stock Fund
Bank of China
Limited-
Xincheng Cycle Other 0.34% 997,866 997,866
Lundong Stock
Fund (LOF)
Strategy investors or general
Shenzhen Capital Fortune Jewelry Industry Investment Enterprise (limited partnership)holds
corporate becomes top 10
71,000,000 RMB ordinary shares of the Company through private placement, the shares
common shareholders due to
subscrib can not be trade or transfer within 36 months since the placement ended (27th March
rights issued (if applicable)(see
2015)
Note 3)
Among the top ten shareholders, there exists no associated relationship between the state-owned
Explanation on associated legal person’s shareholders Shenzhen SDG Co., Ltd and other shareholders, and they do not
relationship among the aforesaid belong to the consistent actionist regulated by the Management Measure of Information
shareholders Disclosure on Change of Shareholding for Listed Companies. For the other shareholders of
circulation share, the Company is unknown whether they belong to the consistent actionist.
Particular about top ten common shareholders with un-restrict shares held
Amount of unrestricted common shares held at Type of shares
Shareholders’ name
period-end Type Amount
RMB ordinary
SHENZHEN SDG CO., LTD. 131,283,504 131,283,504
shares
FISRT SHANGHAI SECURITIES Domestically
1,661,672 1,661,672
LTD. listed foreign
38
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
shares
China Southern Fund – ICBC- RMB ordinary
1,438,642 1,438,642
Target clinets assets management shares
RMB ordinary
ICBC Pension plans –ABC 1,406,830 1,406,830
shares
Domestically
Guoyuan Securities Brokerage (HK)
1,399,432 listed foreign 1,399,432
Co., Ltd.
shares
GUOTAI JUNAN Domestically
SECURITIES(HONGKONG) 1,324,709 listed foreign 1,324,709
LIMITED shares
National Council for Social Security RMB ordinary
1,233,496 1,233,496
Fund-411 shares
Bank of China Limited –South RMB ordinary
999,961 999,961
Industry Active Stock Fund shares
Bank of China Limited- Xincheng RMB ordinary
997,866 997,866
Cycle Lundong Stock Fund (LOF) shares
Bank of China Limited- Jinying RMB ordinary
971,760 971,760
Technology Innovation Stock Fund shares
Expiation on associated relationship Among the top ten shareholders, there exists no associated relationship between the
or consistent actors within the top state-owned legal person’s shareholders Shenzhen SDG Co., Ltd and other shareholders, and
10 un-restrict common shareholders they do not belong to the consistent actionist regulated by the Management Measure of
and between top 10 un-restrict Information Disclosure on Change of Shareholding for Listed Companies. For the other
common shareholders and top 10 shareholders of circulation share, the Company is unknown whether they belong to the
common shareholders consistent actionist.
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.
III. Changes of controlling shareholders or actual controller
Changes of controlling shareholders in reporting period
□ Applicable √ Not applicable
Changes of controlling shareholders had no change in reporting period.
Changes of actual controller in reporting period
□ Applicable √ Not applicable
Changes of actual controller in reporting period had no change in reporting period.
IV. Share holding increasing plan proposed or implemented in reporting period from
39
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
shareholder of the Company and its concerted action person
□ Applicable √Not applicable
As far as the Company know, there are no share holding increasing plan proposed or implemented in Period from shareholder of the
Company and its concerted action person
40
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Section VII. Preferred Stock
□ Applicable √ Not applicable
The Company had no preferred stock in the reporting.
41
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Section VIII. Directors, Supervisors and Senior Executives
I. Changes of shares held by directors, supervisors and senior executives
□ Applicable √ Not applicable
Shares held by directors, supervisors and senior executives have no changes in reporting period, found more details in Annual Report
2014.
II. Resignation and dismissal of directors, supervisors and senior executives
√ Applicable □ Not applicable
Name Title Type Date Reason
Lv Hang Chairman Be elected 2015-05-20 General election of the Board
Ding Hui Director, GM Be elected 2015-05-20 General election of the Board
Yang Jianping Director, CFO Be elected 2015-05-20 General election of the Board
Yu Lei Director Be elected 2015-05-20 General election of the Board
Zhang Quanxun Director Be elected 2015-05-20 General election of the Board
Chen Gengsen Director Be elected 2015-05-20 General election of the Board
Independent
Ji Huibin Be elected 2015-05-20 General election of the Board
Director
Independent
Wei Shaohui Be elected 2015-05-20 General election of the Board
Director
Independent
Li Xiangjun Be elected 2015-05-20 General election of the Board
Director
Chairman of
Chen Hua Supervisory Be elected 2015-05-20 General election of the Supervisory
Committee
Li Miao Supervisor Be elected 2015-05-20 General election of the Supervisory
Fu Chunlong Supervisor Be elected 2015-05-20 General election of the Supervisory
Ke Wensheng Supervisor Be elected 2015-05-20 General election of the Supervisory
Li Xiaohong Supervisor Be elected 2015-05-20 General election of the Supervisory
Ren Yongjian Deputy GM Engagement 2015-05-20 General election of the Board
Feng Yu Deputy GM Engagement 2015-05-20 General election of the Board
Yao Xiongbin Deputy GM Engagement 2015-05-20 General election of the Board
Li Ming Deputy GM Engagement 2015-05-20 General election of the Board
Chairman of Leave the post
Guan Zhicai 2015-05-20 General election of the Board
Supervisory while office
42
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Committee terms expired
Leave the post
Wang Guangye Supervisor while office 2015-05-20 General election of the Board
terms expired
Leave the post
Li Miao Director while office 2015-05-20 General election of the Board
terms expired
Leave the post
Jiang Hongjun Director while office 2015-05-20 General election of the Board
terms expired
Leave the post
Independent
Liu Hongling while office 2015-05-20 General election of the Board
Director
terms expired
Luo Bojun Director, GM Office leaving 2015-04-01 Due to the work change
Fu Bin Director, CFO Office leaving 2015-04-01 Due to the work change
43
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Section IX. Financial Report
I. Audit reports
Whether the semi-annual report was audited or not
□ Yes √ No
The financial report of this semi-annual report was unaudited
II. Financial statements
Units in Notes of Financial Statements is RMB
1. Consolidated Balance Sheet
Prepared by ShenZhen Tellus Holding Co.,Ltd
In RMB
Item Closing balance Opening balance
Current assets:
Monetary funds 131,254,844.47 80,045,669.65
Settlement provisions
Capital lent
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Notes receivable
Accounts receivable 4,102,502.80 1,373,257.89
Accounts paid in advance 10,169,681.79 6,981,402.87
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance
receivable
Interest receivable
Dividend receivable
Other receivables 8,202,352.43 7,904,999.44
Purchase restituted finance asset
Inventories 8,390,167.15 48,209,026.18
Divided into assets held for sale
Non-current asset due within one
44
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
year
Other current assets 275,145,955.22 8,968,278.77
Total current assets 437,265,503.86 153,482,634.80
Non-current assets:
Loans and payments on behalf
Finance asset available for sales 10,478,985.77 10,478,985.77
Held-to-maturity investment 100,000.00 100,000.00
Long-term account receivable
Long-term equity investment 211,739,998.37 211,270,265.80
Investment property 84,449,111.32 85,083,745.72
Fixed assets 139,731,088.46 142,849,121.72
Construction in progress 180,350,822.65 122,551,469.97
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets 53,320,753.67 53,924,233.96
Expense on Research and
Development
Goodwill
Long-term expenses to be
892,758.22 905,871.01
apportioned
Deferred income tax asset 25,645,790.71 25,678,449.05
Other non-current asset
Total non-current asset 706,709,309.17 652,842,143.00
Total assets 1,143,974,813.03 806,324,777.80
Current liabilities:
Short-term loans 20,702,909.00 74,719,672.00
Loan from central bank
Absorbing deposit and interbank
deposit
Capital borrowed
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Notes payable
Accounts payable 21,606,693.00 22,340,922.90
Accounts received in advance 4,742,719.34 9,979,166.89
45
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Selling financial asset of
repurchase
Commission charge and
commission payable
Wage payable 14,811,315.29 17,164,185.03
Taxes payable 9,330,311.03 9,055,093.27
Interest payable
Dividend payable
Other accounts payable 119,927,946.68 114,533,081.65
Reinsurance payables
Insurance contract reserve
Security trading of agency
Security sales of agency
Divided into liability held for sale
Non-current liabilities due within 1
73,000,000.00 120,700,000.00
year
Other current liabilities
Total current liabilities 264,121,894.34 368,492,121.74
Non-current liabilities:
Long-term loans 178,597,550.55
Bonds payable
Including: preferred stock
Perpetual capital
securities
Long-term account payable 13,657,490.94 13,657,490.94
Long-term wages payable 9,783,743.11 9,953,557.75
Special accounts payable
Projected liabilities
Deferred income
Deferred income tax liabilities 600,773.43 723,459.18
Other non-current liabilities 12,651,834.58 32,570,237.55
Total non-current liabilities 36,693,842.06 235,502,295.97
Total liabilities 300,815,736.40 603,994,417.71
Owner’s equity:
Share capital 297,281,600.00 220,281,600.00
Other equity instrument
Including: preferred stock
Perpetual capital
securities
46
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Capital public reserve 564,192,605.51 7,672,605.51
Less: Inventory shares
Other comprehensive income
Reasonable reserve
Surplus public reserve 2,952,586.32 2,952,586.32
Provision of general risk
Retained profit -31,376,173.01 -39,026,529.03
Total owner’s equity attributable to
833,050,618.82 191,880,262.80
parent company
Minority interests 10,108,457.81 10,450,097.29
Total owner’s equity 843,159,076.63 202,330,360.09
Total liabilities and owner’s equity 1,143,974,813.03 806,324,777.80
Legal Representative: Lv Hang Person in charge of Accounting Works:Yang Jianping
Person in charge of Accounting Institution: Ke Wensheng
2. Balance Sheet of Parent Company
In RMB
Item Closing balance Opening balance
Current assets:
Monetary funds 33,500,490.83 26,441,746.73
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Notes receivable
Accounts receivable
Account paid in advance 266,250.00 106,810.00
Interest receivable
Dividends receivable
Other receivables 95,972,167.53 110,350,188.00
Inventories
Divided into assets held for sale
Non-current assets maturing within
one year
Other current assets 195,000,000.00 1,350,000.00
Total current assets 324,738,908.36 138,248,744.73
Non-current assets:
47
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Available-for-sale financial assets 10,176,617.20 10,176,617.20
Held-to-maturity investments
Long-term receivables
Long-term equity investments 686,592,480.67 425,961,150.29
Investment property 54,354,654.23 54,186,250.01
Fixed assets 17,531,238.88 17,961,888.31
Construction in progress 251,308.70 251,308.70
Project materials
Disposal of fixed assets
Productive biological assets
Oil and natural gas assets
Intangible assets 242,680.79 274,939.25
Research and development costs
Goodwill
Long-term deferred expenses 271,845.09 346,559.91
Deferred income tax assets 13,966,667.34 13,986,138.44
Other non-current assets
Total non-current assets 783,387,492.90 523,144,852.11
Total assets 1,108,126,401.26 661,393,596.84
Current liabilities:
Short-term borrowings 9,544,160.00 19,544,160.00
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Notes payable
Accounts payable
Accounts received in advance
Wage payable 6,280,000.00 6,918,478.90
Taxes payable 604,470.42 430,065.27
Interest payable
Dividend payable
Other accounts payable 259,016,171.79 260,117,846.49
Divided into liability held for sale
Non-current liabilities due within 1
73,000,000.00 120,700,000.00
year
48
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Other current liabilities
Total current liabilities 348,444,802.21 407,710,550.66
Non-current liabilities:
Long-term loans 132,300,000.00
Bonds payable
Including: preferred stock
Perpetual capital
securities
Long-term account payable
Long-term wages payable 3,265,868.41 3,343,417.98
Special accounts payable
Projected liabilities
Deferred income
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities 3,265,868.41 135,643,417.98
Total liabilities 351,710,670.62 543,353,968.64
Owners’ equity:
Share capita 297,281,600.00 220,281,600.00
Other equity instrument
Including: preferred stock
Perpetual capital
securities
Capital public reserve 560,999,182.23 4,479,182.23
Less: Inventory shares
Other comprehensive income
Reasonable reserve
Surplus reserve 2,952,586.32 2,952,586.32
Retained profit -104,817,637.91 -109,673,740.35
Total owner’s equity 756,415,730.64 118,039,628.20
Total liabilities and owner’s equity 1,108,126,401.26 661,393,596.84
3. Consolidated Profit Statement
In RMB
Item Current Period Last Period
I. Total operating income 158,491,781.84 228,692,541.86
Including: Operating income 158,491,781.84 228,692,541.86
49
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Interest income
Insurance gained
Commission charge and commission
income
II. Total operating cost 150,618,182.26 231,228,127.35
Including: Operating cost 116,939,503.91 195,298,141.59
Interest expense
Commission charge and commission
expense
Cash surrender value
Net amount of expense of
compensation
Net amount of withdrawal of
insurance contract reserve
Bonus expense of guarantee slip
Reinsurance expense
Operating tax and extras 2,847,665.18 2,463,848.35
Sales expenses 9,520,419.70 9,182,022.30
Administration expenses 16,780,916.30 15,727,273.24
Financial expenses 4,529,677.17 8,521,242.69
Losses of devaluation of asset 35,599.18
Add: Changing income of fair
value(Loss is listed with ―-‖)
Investment income (Loss is listed
624,390.10 7,841,475.98
with ―-‖)
Including: Investment income on
469,732.57 7,841,475.98
affiliated company and joint venture
Exchange income (Loss is listed
with ―-‖)
III. Operating profit (Loss is listed with
8,497,989.68 5,305,890.49
―-‖)
Add: Non-operating income 48,762.10 225,251.91
Including: Disposal gains of
17,094.02 172,812.80
non-current asset
Less: Non-operating expense 37,317.93 2,633.01
Including: Disposal loss of
37,300.18 0.00
non-current asset
IV. Total Profit (Loss is listed with ―-‖) 8,509,433.85 5,528,509.39
Less: Income tax expense 1,200,717.31 717,262.39
50
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
V. Net profit (Net loss is listed with ―-‖) 7,308,716.54 4,811,247.00
Net profit attributable to owner’s of
7,650,356.02 5,521,161.43
parent company
Minority shareholders’ gains and
-341,639.48 -709,914.43
losses
VI. Net after-tax of other comprehensive
-66,261.00
income
Net after-tax of other comprehensive
income attributable to owners of parent -66,261.00
company
(I) Other comprehensive income
items which will not be reclassified
subsequently to profit of loss
1. Changes as a result of
re-measurement of net defined benefit
plan liability or asset
2. Share of the other
comprehensive income of the investee
accounted for using equity method which
will not be reclassified subsequently to
profit and loss
(II) Other comprehensive income
items which will be reclassified -66,261.00
subsequently to profit or loss
1. Share of the other
comprehensive income of the investee
accounted for using equity method which
will be reclassified subsequently to profit
or loss
2. Gains or losses arising
from changes in fair value of -66,261.00
available-for-sale financial assets
3. Gains or losses arising
from reclassification of held-to-maturity
investment as available-for-sale financial
assets
4. The effect hedging portion
of gains or losses arising from cash flow
hedging instruments
5. Translation differences
arising on translation of foreign currency
financial statements
51
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
6. Other
Net after-tax of other comprehensive
income attributable to minority
shareholders
VII. Total comprehensive income 7,308,716.54 4,744,986.00
Total comprehensive income
7,650,356.02 5,454,900.43
attributable to owners of parent Company
Total comprehensive income
-341,639.48 -709,914.43
attributable to minority shareholders
VIII. Earnings per share:
(i) Basic earnings per share 0.0296 0.0251
(ii) Diluted earnings per share 0.0296 0.0251
Enterprise combine under the same control in the Period, the combined party realized net profit of 0 Yuan before
combination, and realized 0 Yuan at last period for combined party
Legal Representative: Lv Hang Person in charge of Accounting Works:Yang Jianping
Person in charge of Accounting Institution: Ke Wensheng
4. Profit Statement of Parent Company
In RMB
Item Current Period Last Period
I. Operating income 17,058,260.06 9,684,900.12
Less: Operating cost 1,860,594.49 1,820,193.72
Operating tax and extras 955,262.54 542,354.41
Sales expenses
Administration expenses 6,617,979.97 6,215,317.95
Financial expenses 3,534,837.43 4,923,931.67
Losses of devaluation of asset
Add: Changing income of fair
value(Loss is listed with ―-‖)
Investment income (Loss is
785,987.91 6,741,386.38
listed with ―-‖)
Including: Investment income
631,330.38 6,741,386.38
on affiliated company and joint venture
II. Operating profit (Loss is listed
4,875,573.54 2,924,488.75
with ―-‖)
Add: Non-operating income 28,512.68
Including: Disposal gains of
non-current asset
52
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Less: Non-operating expense
Including: Disposal loss of
non-current asset
III. Total Profit (Loss is listed with
4,875,573.54 2,953,001.43
―-‖)
Less: Income tax expense 19,471.10 19,471.10
IV. Net profit (Net loss is listed with
4,856,102.44 2,933,530.33
―-‖)
V. Net after-tax of other comprehensive
-66,261.00
income
(I) Other comprehensive income
items which will not be reclassified
subsequently to profit of loss
1. Changes as a result of
re-measurement of net defined benefit
plan liability or asset
2. Share of the other
comprehensive income of the investee
accounted for using equity method
which will not be reclassified
subsequently to profit and loss
(II) Other comprehensive income
items which will be reclassified -66,261.00
subsequently to profit or loss
1. Share of the other
comprehensive income of the investee
accounted for using equity method
which will be reclassified subsequently
to profit or loss
2. Gains or losses arising
from changes in fair value of -66,261.00
available-for-sale financial assets
3. Gains or losses arising
from reclassification of held-to-maturity
investment as available-for-sale
financial assets
4. The effect hedging
portion of gains or losses arising from
cash flow hedging instruments
5. Translation differences
arising on translation of foreign
currency financial statements
53
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
6. Other
VI. Total comprehensive income 4,856,102.44 2,867,269.33
VII. Earnings per share:
(i) Basic earnings per share 0.0188 0.0133
(ii) Diluted earnings per share 0.0188 0.0133
5. Consolidated Cash Flow Statement
In RMB
Item Current Period Last Period
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor 166,412,700.80 253,756,652.24
services
Net increase of customer deposit
and interbank deposit
Net increase of loan from central
bank
Net increase of capital borrowed
from other financial institution
Cash received from original
insurance contract fee
Net cash received from reinsurance
business
Net increase of insured savings and
investment
Net increase of amount from
disposal financial assets that measured
by fair value and with variation
reckoned into current gains/losses
Cash received from interest,
commission charge and commission
Net increase of capital borrowed
Net increase of returned business
capital
Write-back of tax received
Other cash received concerning
21,091,520.19 25,759,770.67
operating activities
Subtotal of cash inflow arising from
187,504,220.99 279,516,422.91
operating activities
54
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Cash paid for purchasing
commodities and receiving labor 70,874,644.66 211,397,194.39
service
Net increase of customer loans and
advances
Net increase of deposits in central
bank and interbank
Cash paid for original insurance
contract compensation
Cash paid for interest, commission
charge and commission
Cash paid for bonus of guarantee
slip
Cash paid to/for staff and workers 25,426,536.32 25,369,986.36
Taxes paid 9,842,550.96 16,810,604.28
Other cash paid concerning
47,497,606.35 30,123,949.84
operating activities
Subtotal of cash outflow arising from
153,641,338.29 283,701,734.87
operating activities
Net cash flows arising from operating
33,862,882.70 -4,185,311.96
activities
II. Cash flows arising from investing
activities:
Cash received from recovering
80,000,000.00
investment
Cash received from investment
154,657.53
income
Net cash received from disposal of
fixed, intangible and other long-term 191,300.00 40,740.00
assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning
investing activities
Subtotal of cash inflow from investing
80,345,957.53 40,740.00
activities
Cash paid for purchasing fixed,
58,099,932.49 70,244,698.22
intangible and other long-term assets
Cash paid for investment 355,000,000.00
Net increase of mortgaged loans
Net cash received from
55
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
subsidiaries and other units obtained
Other cash paid concerning
investing activities
Subtotal of cash outflow from investing
413,099,932.49 70,244,698.22
activities
Net cash flows arising from investing
-332,753,974.96 -70,203,958.22
activities
III. Cash flows arising from financing
activities
Cash received from absorbing
635,500,000.00
investment
Including: Cash received from
absorbing minority shareholders’
investment by subsidiaries
Cash received from loans 24,698,215.03 226,000,000.00
Cash received from issuing bonds
Other cash received concerning
financing activities
Subtotal of cash inflow from financing
660,198,215.03 226,000,000.00
activities
Cash paid for settling debts 304,995,765.58 154,000,000.00
Cash paid for dividend and profit
4,665,177.61 4,916,300.92
distributing or interest paying
Including: Dividend and profit of
minority shareholder paid by
subsidiaries
Other cash paid concerning
437,000.00
financing activities
Subtotal of cash outflow from financing
310,097,943.19 158,916,300.92
activities
Net cash flows arising from financing
350,100,271.84 67,083,699.08
activities
IV. Influence on cash and cash
equivalents due to fluctuation in -4.76 703.07
exchange rate
V. Net increase of cash and cash
51,209,174.82 -7,304,868.03
equivalents
Add: Balance of cash and cash
80,045,669.65 63,166,448.10
equivalents at the period -begin
VI. Balance of cash and cash
131,254,844.47 55,861,580.07
equivalents at the period -end
56
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
6. Cash Flow Statement of Parent Company
In RMB
Item Current Period Last Period
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor 18,015,142.44 10,855,355.64
services
Write-back of tax received
Other cash received concerning
50,522,932.88 137,551,446.17
operating activities
Subtotal of cash inflow arising from
68,538,075.32 148,406,801.81
operating activities
Cash paid for purchasing
commodities and receiving labor
service
Cash paid to/for staff and workers 7,125,889.43 5,844,213.54
Taxes paid 1,871,082.86 1,314,378.34
Other cash paid concerning
38,586,106.40 210,948,195.60
operating activities
Subtotal of cash outflow arising from
47,583,078.69 218,106,787.48
operating activities
Net cash flows arising from operating
20,954,996.63 -69,699,985.67
activities
II. Cash flows arising from investing
activities:
Cash received from recovering
80,000,000.00
investment
Cash received from investment
154,657.53
income
Net cash received from disposal of
fixed, intangible and other long-term 39,890.00
assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning
investing activities
Subtotal of cash inflow from investing
80,154,657.53 39,890.00
activities
Cash paid for purchasing fixed, 483,189.15 539,007.00
57
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
intangible and other long-term assets
Cash paid for investment 535,000,000.00
Net cash received from
subsidiaries and other units
Other cash paid concerning
investing activities
Subtotal of cash outflow from investing
535,483,189.15 539,007.00
activities
Net cash flows arising from investing
-455,328,531.62 -499,117.00
activities
III. Cash flows arising from financing
activities
Cash received from absorbing
635,500,000.00
investment
Cash received from loans 175,000,000.00
Cash received from issuing bonds
Other cash received concerning
financing activities
Subtotal of cash inflow from financing
635,500,000.00 175,000,000.00
activities
Cash paid for settling debts 190,000,000.00 118,000,000.00
Cash paid for dividend and profit
3,630,720.91 4,439,406.07
distributing or interest paying
Other cash paid concerning
437,000.00
financing activities
Subtotal of cash outflow from financing
194,067,720.91 122,439,406.07
activities
Net cash flows arising from financing
441,432,279.09 52,560,593.93
activities
IV. Influence on cash and cash
equivalents due to fluctuation in
exchange rate
V. Net increase of cash and cash
7,058,744.10 -17,638,508.74
equivalents
Add: Balance of cash and cash
26,441,746.73 30,209,143.04
equivalents at the period -begin
VI. Balance of cash and cash
33,500,490.83 12,570,634.30
equivalents at the period -end
58
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
7. Statement of Changes in Owners’ Equity (Consolidated)
This Period
In RMB
This Period
Owners’ equity attributable to parent company
Other
equity instrument
Item Less: Other Provisio Minorit Total
Perpet Reason
Share Capital Invento compre Surplus n of Retaine y owners’
ual able
capital Prefer capita reserve ry hensive reserve general d profit interests equity
red Other reserve
l shares income risk
stock
securi
ties
220,28
I. Balance at the 7,672,6 2,952,5 -39,026, 10,450, 202,330
1,600.
end of the last year 05.51 86.32 529.03 097.29 ,360.09
00
Add:
Changes of
accounting policy
Error
correction of the
last period
Enterprise
combine under
the same control
Other
II. Balance at the 220,28
7,672,6 2,952,5 -39,026, 10,450, 202,330
beginning of this 1,600.
05.51 86.32 529.03 097.29 ,360.09
year 00
III. Increase/ 77,000
Decrease in this 556,520 7,650,3 -341,63 640,828
,000.0
year (Decrease is ,000.00 56.02 9.48 ,716.54
0
listed with ―-‖)
(i) Total
7,650,3 -341,63 7,308,7
comprehensive
56.02 9.48 16.54
income
(ii) Owners’ 77,000
556,520 633,520
devoted and ,000.0
,000.00 ,000.00
decreased capital 0
1.Common shares 77,000
556,520 633,520
invested by ,000.0
,000.00 ,000.00
shareholders 0
2. Capital invested
by holders of other
equity instruments
59
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
3. Amount
reckoned into
owners equity with
share-based
payment
4. Other
(III) Profit
distribution
1. Withdrawal of
surplus reserves
2. Withdrawal of
general risk
provisions
3. Distribution for
owners (or
shareholders)
4. Other
(IV) Carrying
forward internal
owners’ equity
1. Capital reserves
conversed to
capital (share
capital)
2. Surplus reserves
conversed to
capital (share
capital)
3. Remedying loss
with surplus
reserve
4. Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI)Others
IV. Balance at the 297,28
564,192 2,952,5 -31,376, 10,108, 843,159
end of the report 1,600.
,605.51 86.32 173.01 457.81 ,076.63
period 00
60
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Last Period
In RMB
Last Period
Owners’ equity attributable to the parent Company
Other
equity instrument Minorit
Item Less: Other Provisio Total
Perpet Reason y
Share
ual Capital Invento compre Surplus n of Retaine interest owners’
able
capital Prefer capita reserve ry hensive reserve general d profit s equity
red Other reserve
l shares income risk
stock
securi
ties
220,28
I. Balance at the 8,508,5 2,952,5 -49,371, 12,229, 194,600
1,600.
end of the last year 31.18 86.32 746.70 106.80 ,077.60
00
Add:
Changes of
accounting policy
Error
correction of the
last period
Enterprise
combine under the
same control
Other
II. Balance at the 220,28
8,508,5 2,952,5 -49,371, 12,229, 194,600
beginning of this 1,600.
31.18 86.32 746.70 106.80 ,077.60
year 00
III. Increase/
Decrease in this -66,261. 5,521,1 -709,91 4,744,9
year (Decrease is 00 61.43 4.43 86.00
listed with ―-‖)
(i) Total
-66,261. 5,521,1 -709,91 4,744,9
comprehensive
00 61.43 4.43 86.00
income
(ii) Owners’
devoted and
decreased capital
1.Common shares
invested by
shareholders
2. Capital invested
by holders of other
equity instruments
3. Amount
reckoned into
owners equity with
share-based
61
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
payment
4 Other
(III) Profit
distribution
1. Withdrawal of
surplus reserves
2. Withdrawal of
general risk
provisions
3. Distribution for
owners (or
shareholders)
4. Other
(IV) Carrying
forward internal
owners’ equity
1. Capital reserves
conversed to
capital (share
capital)
2. Surplus reserves
conversed to
capital (share
capital)
3. Remedying loss
with surplus
reserve
4. Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI)Others
IV. Balance at the 220,28
8,442,2 2,952,5 -43,850, 11,519, 199,345
end of the report 1,600.
70.18 86.32 585.27 192.37 ,063.60
period 00
8. Statement of Changes in Owners’ Equity (Parent Company)
This Period
In RMB
62
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
This Period
Other
equity instrument
Other Total
Item Perpetu Less:
Share Capital comprehe Reasonab Surplus Retaine
Inventory owners’
capital Preferre al reserve nsive le reserve reserve d profit
capital Other shares equity
d stock income
securiti
es
-109,67
I. Balance at the 220,281, 4,479,182 2,952,586 118,039,6
3,740.3
end of the last year 600.00 .23 .32 28.20
5
Add: Changes
of accounting
policy
Error
correction of the
last period
Other
II. Balance at the -109,67
220,281, 4,479,182 2,952,586 118,039,6
beginning of this 3,740.3
600.00 .23 .32 28.20
year 5
III. Increase/
Decrease in this 77,000,0 556,520,0 4,856,1 638,376,1
year (Decrease is 00.00 00.00 02.44 02.44
listed with ―-‖)
(i) Total
4,856,1 4,856,102
comprehensive
02.44 .44
income
(ii) Owners’
77,000,0 556,520,0 633,520,0
devoted and
00.00 00.00 00.00
decreased capital
1.Common shares
77,000,0 556,520,0 633,520,0
invested by
00.00 00.00 00.00
shareholders
2. Capital invested
by holders of other
equity instruments
3. Amount
reckoned into
owners equity with
share-based
payment
4. Other
(III) Profit
distribution
1. Withdrawal of
surplus reserves
2. Distribution for
63
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
owners (or
shareholders)
3. Other
(IV) Carrying
forward internal
owners’ equity
1. Capital reserves
conversed to
capital (share
capital)
2. Surplus reserves
conversed to
capital (share
capital)
3. Remedying loss
with surplus
reserve
4. Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI)Others
IV. Balance at the -104,81
297,281, 560,999,1 2,952,586 756,415,7
end of the report 7,637.9
600.00 82.23 .32 30.64
period 1
Last period
In RMB
Last period
Other
equity instrument
Other Total
Item Perpetu Less:
Share Capital comprehe Reasonab Surplus Retaine
Inventory owners’
capital Preferre al reserve nsive le reserve reserve d profit
capital Other shares equity
d stock income
securiti
es
-109,76
I. Balance at the 220,281, 5,315,107 2,952,586 118,784,7
4,586.3
end of the last year 600.00 .90 .32 07.92
0
Add: Changes
of accounting
policy
Error
correction of the
64
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
last period
Other
II. Balance at the -109,76
220,281, 5,315,107 2,952,586 118,784,7
beginning of this 4,586.3
600.00 .90 .32 07.92
year 0
III. Increase/
Decrease in this -66,261.0 2,933,5 2,867,269
year (Decrease is 0 30.33 .33
listed with ―-‖)
(i) Total
-66,261.0 2,933,5 2,867,269
comprehensive
0 30.33 .33
income
(ii) Owners’
devoted and
decreased capital
1.Common shares
invested by
shareholders
2. Capital invested
by holders of other
equity instruments
3. Amount
reckoned into
owners equity with
share-based
payment
4. Other
(III) Profit
distribution
1. Withdrawal of
surplus reserves
2. Distribution for
owners (or
shareholders)
3. Other
(IV) Carrying
forward internal
owners’ equity
1. Capital reserves
conversed to
capital (share
capital)
2. Surplus reserves
conversed to
capital (share
capital)
3. Remedying loss
with surplus
reserve
65
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
4. Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI)Others
IV. Balance at the -106,83
220,281, 5,248,846 2,952,586 121,651,9
end of the report 1,055.9
600.00 .90 .32 77.25
period 7
66
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Shenzhen Tellus Holding Co., Ltd.
Notes to Financial Statements in semi-annual 2015
(The unit is RMB except special explanation)
I. Company profiles
1. Company profile
Chinese name of the Company: 深圳市特力(集团)股份有限公司
Foreign name of the Company: ShenZhen Tellus Holding Co.,Ltd
Registered address of the Company: 3/F, Tellus Building, Shuibei 2nd Road, Luohu District, Shenzhen, Guangdong Province.
Office address of the Company: 15/F, Zhonghe Building, Shennan Middle Road, Futian District, Shenzhen
Stock exchange for listing: Shenzhen Stock Exchange
Short form of the stock and Stock code: Tellus-A(000025),Tellus-B(200025)
Registered capital: RMB 297,281,600
Legal representative: Lv Hang
Registration number of legal person business license: 440301103017750
2. Business nature, operating scope and major products and services of the Company
Business nature: wholesale industry of energy, materials and machinery electronic equipments.
Operating scope: mainly engaged in provision of auto related comprehensive services, including sales and maintenance of
autos, production of detection equipments, and property leasing and management.
Major products and services: sales, detection and maintenance of autos and components, property leasing and service.
3. The history of the Company
Shenzhen Testrite Group Co., Ltd. (hereinafter referred to as the Company), previously known as Shenzhen Machinery
Industry Company, was incorporated on 10 November 1986. In 1992, as authorized by the reply relating to Shenzhen
Machinery Industry Company transforming to Shenzhen Testrite Machinery Co., Ltd.(SFBF[1991]1012) issued by the
Office of Shenzhen People Government, Shenzhen Machinery Industry Company was transformed to Shenzhen Testrite
Machinery Co., Ltd. in 1993, as authorized by the reply relating to Shenzhen Testrite Machinery Co., Ltd. transforming to a
public company (SFBF[1992]1850) issued by the Office of Shenzhen People Government and the reply relating to issuance
of stocks by Shenzhen Testrite Machinery and Electric Co., Ltd. (SRYFZ[1993]092) issued by Shenzhen branch of People’s
Bank of China, Shenzhen Testrite Machinery Co., Ltd. changed to be a public company and made the initial public offering.
The name of the Company changed to Shenzhen Testrite Machinery and Electric Co., Ltd., with a total share capital of
166,880,000 shares, among which, 120,900,000 shares were converted from the original assets and 45,980,000 shares were
newly issued. The newly issued shares comprises of 25,980,000 RMB ordinary shares (A shares) and 20,000,000 RMB
special shares (B shares). In June 1993, as approved by the reply relating to listing of Shenzhen Testrite Machinery and
Electric Co., Ltd. (SZBF[1993]34) issued by Shenzhen Securities Management Office and the Listing Grant issued by
Shenzhen Stock Exchange(SZSZ[1993]22), Shenzhen Testrite Machinery and Electric Co., Ltd. was listed on Shenzhen
Stock Exchange. And the Company renamed as Shenzhen Tellus Holding Co., Ltd. dated 30 June 1994 after approval from
the Shenzhen Administration for Industry and commerce. On 15 March 1993, being approved by branch of Shenzhen
Special Economic Zone of People’s Bank of China ―Shen Ren Yin Fu Zi (1993) No.: 092‖, the Company released 25.98
million registered common A shares with RMB 1.00 par value as well as 20 million B shares. And the Company renamed as
Shenzhen Tellus Holding Co., Ltd. dated 30 June 1994 after approval from the Shenzhen Administration for Industry and
commerce.
67
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Capital structure of the Company while initial public offering:
Type Amount (Share) Ratio (%)
I. Non-tradable share
Including: State shares 120,900,000 72.45
Total non-tradable shares 120,900,000 72.45
II. Outstanding shares
1. Tradable A-Share 25,980,000 15.57
2. Tradable B-Share 20,000,000 11.98
Total tradable shares 45,980,000 27.55
Total 166,880,000 100.00
All previous changes in the share capital after the public issue of the Company:
(1) Bonus shares in 1993
The Company held the resolution of annual shareholders' general meeting of 1993, distribute dividend of 0.5 Yuan in cash
for every 10 shares and 2 more bonus shares to all shareholders based on the Company’s total share capital of 166,880,000
shares on 31st, Dec., 1993, and the Company’s total share capital changed to 200,256,000 shares.
On 22nd April 1994, Shenzhen Securities Regulatory Office approved the stock dividend scheme of the Company. After the
implementation of the stock dividend program, the ownership structure of the Company became as follows:
Type Amount (Share) Ratio (%)
State-owned corporate shares 145,080,000 72.45
Domestic public shares 31,176,000 15.57
RMB special stock (B-Share) 24,000,000 11.98
Total 200,256,000 100.00
(2) Bonus shares and capitalization in 1994
On 28th May 1995, the shareholders' general meeting of the Group approved the bonus share and capitalization program
proposed by the board of directors. The Company distributes 0.5 bonus shares to every 10 shares with 0.5 more shares
increased for 0.5 Yuan dividend in cash to all shareholders based on the Company’s total share capital of 200,256,000 shares
on 31st, Dec., 1994, and the Company’s total share capital changed to 220,281,600 shares.
Equity structure of the Company after bonus scheme implemented:
Type Amount (Share) Ratio (%)
State-owned corporate shares 159,588,000 72.45
Domestic public shares 34,293,600 15.57
RMB special stock (B-Share) 26,400,000 11.98
68
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Type Amount (Share) Ratio (%)
Total 220,281,600 100.00
(3) The changes of controlling shareholders in 1997
On 31st March 1997, in accordance with the approval of ―Shenfuhan [1997] No.19‖ and ―Zhengjianhan [1997] No.5‖, the
People's Government of SZ Municipality and China Securities Regulatory Commission agreed Shenzhen Investment and
Management Company to transfer its 159,588,000 shares of State shares to ―Shenzhen Special Development Group Co.,
Ltd‖ (hereinafter referred to as ―SDG‖), which took proportion of 72.45% in the total share capital.
(4) Reform of non-tradable shares in 2006
In December 2005, Shenzhen State-owned Assets Supervision and Administration Commission approved the non-tradable
shares reform program of Shenzhen Tellus (Group) Ltd. which reported by the Company’s non-tradable shareholders -
Shenzhen Special Development Group Co., Ltd.
On 4th January 2006, SDG paid 13,717,440 shares of stock to the shareholders of A shares in circulation as the consideration
of the non-tradable shares reform, and SDG held 66.22% of the Company’s total share capital after the non-tradable shares
reform. After the implementation of the non-tradable shares reform program, the ownership structure of the company
became as follows:
Type Amount (Share) Ratio (%)
State-owned corporate shares 145,870,560 66.22
Domestic public shares 48,011,040 21.80
RMB special stock (B-Share) 26,400,000 11.98
Total 220,281,600 100.00
(5) Non-public stock offer in 2015
In March 2015, the total proceeds from non-public stock offer was RMB646.8 million, and the net proceeds was
RMB633.52 million after deduction of issuance expense of RMB13.28 million. 77,000,000 shares were issued through the
non-public offering, the listing date of which was 27 March 2015. They were circulating shares with lock-up conditions.
These shares were respectively subscribed by Tefa Group and Shenzhen Yuanzhi Fuhai Jewelry Industry Investment
Company (limited partnership, hereinafter referred to as Jewelry Industry Fund) in cash, among which, Tefa Group was
allocated with 6,000,000 shares with subscription amount of RMB50.4 million and Jewelry Industry Fund was allocated
with 71,000,000 shares with subscription amount of RMB596.4 million.
This non-public offering has been verified by Ruihua CPA which issued the assets verification report
(RFYZ[2015]48330003) on 12 March 2015.
As at 30 June 2015, the Company has in aggregate issued total share capital of 297,281,600 shares. Details are set out in
note VII(29).
4. Consolidation scope of the Company in the year
Totally 14 companies included in the consolidation scope for the Year of 2015, found more in ―Equity in other entity‖ in the
Note VIII. The consolidation range has no changes over that of last year.
5. Relevant party offering approval reporting of financial statements and date thereof
69
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
This financial statement is approved for disclosure by resolution from the Board dated 25 August 2015.
II. Basis Preparation of the Financial Statements
The financial statements of the Group is prepared based on the going-concern assumption in accordance with the actually
occurred transactions and events, the ―Accounting standards for Businees Enteprise-Basic rules‖ (ministry of finance order
No. 33 issued, ministry of finance No.76 revised), the ―Accounting Standards for Business Enterprises – Basic Standards‖
and 41 specific accounting standards promulgated by the ministry of finance on 15th, Feb., 2006, the subsequently
promulgated application guide and interpretation of the accounting standards for business enterprises and other relevant
provisions (hereinafter collectively referred to as ―ASBE‖), and China Securities Regulatory Commission ―information
disclosure regulations No.15 for the companies publicly issuing securities - general provisions of financial reports‖ (2014
Revision).
According to the relevant requirements under the Accounting Standards for Business Enterprises, the Company has adopted
the accrual basis as its basis of accounting. Except for certain financial instruments, historical costs have been adopted as the
basis of measurement in these Financial Statements. Non-current assets held for sale are recorded at the lower of fair value
less predicted expenses and the original carrying value when the assets satisfy such conditions for sale. Provisions of
corresponding impairment losses are recognised in respect of any impairment of assets.
III. Statement of Compliance with the Accounting Standards for Business Enterprises
The financial statements prepared by the Groups meet the requirements of the Accounting Standards for Business
Enterprises, truthfully and completely reflect the financial situation of the Company on 30th, June, 2015, and the business
performance and cash flow in January to June of 2014. In addition, the financial statements of the Company and the Group
meet the disclosure requirements of ―Preparation Regulation of Information Disclosure for Enterprise with Security Issued
Publicly No.15—General Rules of Financial Report‖ revised by China Securities Regulatory Commission in all significant
aspects in 2014.
IV. Main accounting policy and estimate
The Company and its subsidiaries determine specific accounting policies and accounting estimation based on their actual
production characteristics according to the relevant requirements under the Accounting Standards for Business Enterprises.
Details relating to significant accounting judgment and estimation made by the management, please refer to note IV(29)
―Significant accounting judgment and estimation‖.
1. Fiscal period
The accounting period of the Group includes annual and interim, accounting interim refers to the reporting period shorter
than a complete fiscal year. The fiscal year of the Group adopts the Gregorian calendar, i.e. from 1 January to 31 December
for each year.
2. Business cycle
Normal business cycle is the period from purchasing assets used for process by the Company to the cash and cash equivalent
achieved.
The Company’s normal business cycle was one-year (12 months), and as the determining criterion of the liquidity for astes
and liabilities.
3. Book-keeping currency
RMB is the currency in the major economic environment of the Company and its sub-company which take RMB as the
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book-keeping currency. The Group adopts RMB as the currency when preparing this financial statement.
4. The accounting treatment of business merger under the common control and the different control.
Business merger refers to the transactions or matters that two or more than two individual enterprises form a reporting entit.
Business combination is at least subject to the following conditions: to acquire controlling right upon another or multiple
enterprises (or business); enterprises to be combined must constitute business. In case that an acquirer obtains controlling
right upon another or multiple enterprises which do not constitute business, the transaction shall not constitute business
combination.
When acquirer acquires a group of assets or net assets which don’t constitute business, the acquisition costs shall be
allocated into various identifiable assets or liabilities based on their fair value as of the acquisition date. Where there a re
specific identifiable assets which cannot be substituted taking substantial proportion in a group of assets or net assets and the
future cash flow of the acquiree also highly depends on such specific identifiable assets, the remaining amount between
acquisition costs less fair value of other identifiable assets shall be entirely recorded in such specific identifiable assets.
Business merger includes the business merger under the common control and the different control.
(1) Business merger under the common control
Business merger under the common control means the enterprises participated in the merger are subject to the ultimate
control of the same party or the same multi-party before and after the merger, and the control is not temporary. For the
business merger under the same control, the party obtains the control rights of other enterprises participated in the merger on
the merger date is the merging party, and other enterprises participated in the merger are the merged party. The merger date
refers to the date that the merging party obtains the control rights of the merged party.
The assets and liabilities of the merging party should be measured in accordance with the book value of the combined party
on the combining date. The balance between the book value of the net asset obtained by the merging party and the book
value of the merger consideration (or the total face value of the issued shares) paid by the merging party, and adjust the
capital reserve (share premium); for the capital reserve (share premium) insufficient to reduce, adjust the retained earnings.
All direct expenses the merging party spent for the business merger are included in the current profit and loss when the
business merger occurred.
(2) Business merger under the different control
Business merger under the different control means the enterprises participated in the merger are not subject to the ultimate
control of the same party or the same multi-party before and after the merger. For the business merger under the different
control, the party obtains the control rights of other enterprises participated in the merger on the acquisition date is the
acquirer, and other enterprises participated in the merger are the acquiree. The acquisition date refers to the date that the
acquirer obtains the control rights of the acquiree.
As for the business merger under the different control, the merger costs contain the assets paid by the acquirer for obtaining
the control rights of the acquiree on the acquisition date, the liabilities incurred or assumed, and the fair value of the issued
equity securities. The intermediary fees such as auditing, legal services and consulting services costs and other
administrative costs incurred by the business merger are charged to the current profit and loss. The transaction costs of the
equity securities or debt securities issued as the combination consideration by the acquirer are reckoned in the initially
recognized amount of the equity securities or debt securities. As for the involved or existing consideration reckoned in the
merger costs in accordance with the fair value on the acquisition date, correspondingly adjust the consolidated goodwill for
these needs to be adjusted or possess consideration because new or further evidence appears for the situations existing on the
acquisition date within 12 months after the acquisition date The merger costs of the acquirer and the net identifiable assets
obtained in the merger are reckoned in accordance with the fair value on the acquisition date. The balance of which the
merger costs are more than the net identifiable assets’ fair value share of the acquiree obtained in the merger on the
acquisition date is recognized as goodwill. For those whose merger costs are less than the net identifiable assets’ fair value
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share of the acquiree obtained in the merger, recheck the obtained identifiable assets, liabilities, and the fair value with
contingent liability of the acquiree, and the measurement of the merger costs at first, while for those whose merger costs are
still less than the net identifiable assets’ fair value share of the acquiree obtained in the merge after rechecking, reckon its the
balance in the current profit and loss.
For the deductable temporary difference obtained by the acquirer from the acquiree that is not confirmed because of not
meeting the assets confirmation requirements of the deferred income taxes on the acquisition date, if there is new or further
information states that the relevant conditions on the acquisition date has already existed and the economic interests on the
acquisition date brought by the deductable temporary difference can be realized by the acquiree within 12 months after the
acquisition date, then confirm the relevant deferred income tax assets, and decrease the goodwill, as for the goodwill
insufficient for reducing, confirm the difference to be the current profit and loss; except for the above-mentioned cases,
reckon those deferred income tax assets related to the business merger in the current profit and loss.
For a business combination not involving enterprises under common control and achieved in stages, the company shall
determine whether the business combination shall be regarded as ―a bundle of transactions‖ in accordance with
―Interpretation 5 on Accounting Standards for Business Enterprises‖ (Cai Kuai 2012 No. 19) and clause 51 of ASBE 33-
Consolidated Financial Statements relating to judgment standard for ―a bundle of transactions‖(please refer to this Note IV
5(2)). When the business combination is regarded as ―a bundle of transactions‖, the accounting treatment for the business
combination shall be in accordance with the previous paragraphs and Note IV 13 ―long term equity investment‖; when the
business combination is not regarded as ―a bundle of transactions‖, the accounting treatment should be different when comes
to individual financial report and consolidated financial report.
In the individual financial statements, the initial cost of the investment shall be the sum of the carrying amount of its
previously-held equity interest in the acquiree prior to the acquisition date and the amount of additional investment made to
the acquiree at the acquisition date. Other comprehensive income involved in the previously-held equity interest of the
acquiree prior to the acquisition date shall be subject to accounting treatment on the same basis adopted by the acquiree in
its direct disposal of related assets or liabilities (which are reclassified as investment income during the period , net of the
audited changing corresponding shares resulted from the net liability and net assets remeasured and set by acquiree
according to equity method ).
In the consolidate financial statements, the previously-held equity interest of the acquire is re-measured according to the fair
value at the acquisition date; the difference between the fair value and the carrying amount is recognized as investment
income for the current period; the amount recognized in other comprehensive income relating to the previously-held equity
interest in the acquire shall be subject to accounting treatment on the same basis adopted by the acquire in its direct disposal
of related assets or liabilities (which are reclassified as investment income during the period, net of the audited changing
corresponding shares resulted from the net liability and net assets re-measured and set by acquire according to equity
method).
5. Preparing method of consolidated financial statements
(1) Determinate principles of range for consolidation financial statement
The scope of consolidated financial statements is determined based on control. Control is the power to govern the investees
so as to obtain benefits from their operating activities by the involvement in the relevant activities of the investee. The s cope
of consolidation comprises the Company and all of its subsidiaries. Subsidiaries are the entities controlled by the Company.
Once relevant elements involved in the above definition of control change due to alteration of relevant facts or situations, the
Company will make evaluation again.
(2) Preparing method of consolidated financial statements
Since the date of gaining the net assets and the actual control rights of the production and operation decision-making of the
subsidiaries, the Group has started to bring it into the consolidation scope; stop to bring into the consolidation scope since
the date of losing the actual control rights. As for the disposed subsidiaries, the business performance and cash flow before
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the disposal have been suitably included in the consolidated income statement and the consolidated cash flow statement; as
for the subsidiaries currently disposed; don’t adjust the opening balance of the consolidated balance sheet. For the
subsidiaries increased by the business merger under the different control, the business performance and cash flow after its
acquisition date have been suitably included in the consolidated income statement and the consolidated cash flow statement,
and don’t adjust the opening balance and correlation date of the combined financial statement. For the subsidiaries increased
by the business merger under the common control, the business performance and cash flow from the beginning period of the
merger to its merger date have been suitably included in the consolidated income statement and the consolidated cash flow
statement, and adjust the correlation date of the combined financial statement at the same time.
When preparing the consolidated financial statements, for the accounting policies adopted by the subsidiaries and the
Company being inconsistent during the accounting time period, adjust in accordance with the accounting policies of the
Company and the financial statements of the subsidiaries during the accounting time period. As for the subsidiaries obtained
by the business merger under the different control, adjust the financial statements based on the fair value of the net
identifiable assets on the acquisition date.
All significant intra-group current account balances, transactions and unrealized profits are offset in the preparation of
consolidated financial statements.
The stockholders' equity of the subsidiaries and the shares not belong to the Company in the current net profit or loss are
respectively served as the separate presentation in the stockholders' equity and net profits of the minority interest and
minority interest income in the consolidated financial statements. The shares of the current net profit or loss of the
subsidiaries that belong to the minority interest are listed under net profit item in the consolidated profit statement as
―minority interest income‖ item. Reduce the minority interest for those that the subsidiaries’ losses shared by the minority
shareholders exceed the shares that the minority shareholders gained from the owner's equity at the beginning period of this
subsidiary.
When losing the control rights of the original sub companies because of disposing some equity investment or other reasons,
re-measure the residual equity in accordance with its fair value on the date of losing the control rights. Use the sum of the
consideration obtained by disposing the stock rights and the fair value of the residual equity to minus the balance among the
net assets’ shares of the original sub companies continuously calculated since the acquisition date in accordance with the
original shareholding ratio, and then reckon in the current investment income when losing the control rights. The other
consolidated incomes related to the equity investment of the original sub companies, It shall be subject to accounting
treatment on the same basis adopted by the acquiree in its direct disposal of related assets or liabilities during the period
when the control ceases (which are reclassified as investment income for the current period, other than changes resulting
from re-measuring net liability or net assets under defined benefit plan of the original subsidiary). Thereafter, do the
follow-up measurement for this part’s residual equity in accordance with the relevant provisions of ―Accounting Standards
for Business Enterprises No.2 - long-term equity investment‖ or ―Accounting Standards for Business Enterprises No.22 -
financial instruments recognition and measure’, refer to the Note IV 13 ―long-term equity investment‖ or the Note IV 9
―financial instruments‖ for details.
The company shall determine whether loss of control arising from disposal in a series of transactions should be regarded as
a bundle of transactions. When the economic effects and terms and conditions of the disposal transactions met one or more
of the following situations, the transactions shall normally be accounted for as a bundle of transactions: (i) The transactions
are entered into after considering the mutual consequences of each individual transaction; (ii) The transactions need to be
considered as a whole in order to achieve a deal in commercial sense; (iii) The occurrence of an individual transaction
depends on the occurrence of one or more individual transactions in the series; (iv) The result of an individual transaction is
not economical, but it would be economical after taking into account of other transactions in the series. When the
transactions are not regarded as a bundle of transactions, the individual transactions shall be accounted as ―disposal of a
portion of an interest in a subsidiary which does not lead to loss of control‖) (for details, please refer to Note IV 13(2)④)
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and ―disposal of a portion of an interest in a subsidiary which lead to loss of control‖ (details are set out in previous
paragraph). When the transactions are regarded as a bundle of transactions, the transactions shall be accounted as a single
disposal transaction; however, the difference between the consideration received from disposal and the share of net assets
disposed in each individual transactions before loss of control shall be recognized as other comprehensive income, and
reclassified as profit or loss arising from the loss of control when control is lost.
6. Classification of joint arrangement and accounting for joint operations
A joint arrangement refers to an arrangement jointly controlled by two or more parties. In accordance with the Company’s
rights and obligations under a joint arrangement, the Company classifies joint arrangements into: joint ventures and joint
operations. Joint operations refer to a joint arrangement during which the Company is entitled to relevant assets and
obligations of this arrangement. Joint ventures refer to a joint arrangement during which the Company only is entitled to net
assets of this arrangement.
Investment in joint venture is accounted for using the equity method accounting to the accounting policies referred to Note
IV 13(2)②―Long-term equity investment accounted for using the equity method‖.
The Company shall, as a joint venture, recognise the assets held and obligations assumed solely by the Company, and
recognise assets held and obligations assumed jointly by the Company in appropriation to the share of the Company;
recognise revenue from disposal of the share of joint operations of the Company; recognise fees solely occurred by
Company and recognise fees from joint operations in appropriation to the share of the Company.
When the Company, as a joint venture, invests or sells assets to or purchase assets (the assets dose not constitute a busines s,
the same below) from joint operations, the Company shall only recognise the part of profit or lost from this transaction
attributable to other parties of joint operations before these assets are sold to a third party. In case of an impairment loss
incurred on these assets which meets the requirements as set out in ―Accounting Standards for Business Enterprises No. 8 –
Asset Impairment‖, the Company shall recognise the full amount of this loss in relation to its investment in or sale of asset s
to joint operations, or recognise the loss according to the Company’s share of commitment in relation to the its purchase of
assets from joint operations.
7. Determination criteria of cash and cash equivalent
Cash and cash equivalent of the Company including stock cash, deposits available for payment at any time and the
investment held by the Company with the follow characters obtained at the same time: short term (expire within 3 months
commencing from purchase day), active liquidity, easy to convert to already-known cash, and small value change risks.
8. Foreign Currency Operations and translation of foreign currency statements
(1) Basis for translation of foreign currency transactions
The foreign currency transactions of the Company, when initially recognized, are translated into functional currency at the
prevailing spot exchange rate on the date of exchange (usually refers to the middle rate of the exchange rate for the day as
quoted by the People’s Bank of China, the same below) while the Company’s foreign currency exchange operations and
transactions in connection with foreign currency exchange shall be translated into functional currency at the exchange rate
actually adopted.
(2) Basis for translation of foreign currency monetary items and foreign currency non-monetary items
On the balance sheet date, foreign currency monetary items shall be translated at the spot exchange rate on the balance sheet
date. All differences are included in the consolidated income statement, except for: ① the differences arising from foreign
currency borrowings related to the acquisition or construction of fixed assets which are qualified for capitalization; and ②
except for other carrying amounts of the amortization costs, the differences arising from changes of the foreign currency
items available for sale.
When preparing consolidated financial statement involving overseas operation, in case there is foreign currency monetary
items which substantially constitute net investment in overseas operation, the exchange difference arising from exchange
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rate fluctuation shall be included in other comprehensive income; and shall transfer to gains and losses from disposal for the
current period when the overseas operation is disposed of.
The foreign currency non-monetary items measured at historical cost shall still be measured by the functional currency
translated at the spot exchange rate on the date of the transaction. Foreign currency non-monetary items measured at fair
value are translated at the spot exchange rate on the date of determination of the fair value. The difference between the
amounts of reporting currency before and after the translation will be treated as changes in fair value (including changes in
foreign exchange rates) and recognized in profit or loss for the period or recognized as other consolidated income.
(3)Translation of foreign currency financial statement
When preparing consolidated financial statement involving overseas operation, in case there is foreign currency monetary
items which substantially constitute net investment in overseas operation, the exchange difference arising from exchange
rate fluctuation shall be included in other comprehensive income as ―translation difference of foreign currency statement‖;
and shall transfer to gains and losses from disposal for the current period when the overseas operation is disposed of.
Foreign currency financial statement for overseas operation is translated into RMB statement by the following means: assets
and liabilities in balance sheet are translated at the spot rate as of balance sheet date; owner’s equity items (other than
undistributed profit) are translated at the spot rate prevailing on the date of occurrence. Income and expense items in profit
statement are translated at the spot rate prevailing on the date of transactions. Beginning undistributed profit represents the
translated ending undistributed profit of previous year; ending undistributed profit is allocated and stated as several items
upon translation. Upon translation, difference between assets, liabilities and shareholders’ equity items shall be recorded as
foreign currency financial statement translation difference and recognized as other comprehensive income. In case of
disposal of overseas operation where control is lost, foreign currency financial statement translation difference relating to
the overseas operation as stated under shareholders’ equity in balance sheet shall be transferred to current gains and losses of
disposal in full or under the proportion it disposes.
Foreign currency cash flow and cash flow of overseas subsidiary are translated at the spot rate prevailing on the date of
occurrence of cash flow. Influence over cash from exchange rate fluctuation is taken as adjustment items to separately stated
in cash flow statement.
The beginning figure and previous year actual figures are stated at the translated figures in previous year financial statement.
If the Company loses control over overseas operation due to disposal of all the owners’ equity or part equity investment in
the overseas operation or other reasons, foreign currency financial statement translation difference relating to the overseas
operation attributable to owners’ equity of parent company as stated under shareholders’ equity in balance sheet shal l be
transferred to current gains and losses of disposal in full.
If the Company reduces equity proportion while not loses control over overseas operation due to disposal of part equity
investment in the overseas operation or other reasons, foreign currency financial statement translation difference relating to
the disposed part will be vested to minority interests and will not transfer to current gains and losses. When disposing part
equity interests of overseas operation which is associate or joint venture, foreign currency financial statement translation
difference relating to the overseas operation shall transfer to current disposal gains and losses according to the disposed
proportion.
9. Financial instruments
(1) Method of determination of the fair value for financial assets and financial liabilities
Fair value represents the price that market participator can receive for disposal of an asset or he should pay for transfer of a
liability in an orderly transaction happened on the measurement date. Financial instruments exist in an active market. Fair
value is determined based on the quoted price in such market. An active market refers to where pricing is easily and
regularly obtained from exchanges, brokers, industrial organizations and price-fixing service organizations, representing the
actual price of a market transaction that takes place in a fair deal. While financial instruments do not exist in an active
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market, the fair value is determined using valuation techniques. Valuation technologies include reference to be familiar with
situation and prices reached in recent market transactions entered into by both willing parties, reference to present fair
values of similar other financial instruments, cash flow discounting method and option pricing models.
(2) Classification, recognition and measurement of the financial assets
Financial asset or financial liability is recognized when the Company becomes a party to financial instrument contract.
Financial assets and liabilities are initially measured at fair value. For financial assets and financial liabilities classified as
fair value through profit or loss, relevant transaction costs are directly recognized in profit or loss for the period. For
financial assets and financial liabilities classified as other categories, relevant transaction costs are included in the amount
initially recognized.
①Financial assets carried at fair value through profit or loss for the current period
They include financial assets held for trading and financial assets designated as at fair value through profit or loss for the
current period.
Financial assets may be classified as financial assets held for trading if one of the following conditions is met: A. the
financial assets is acquired or incurred principally for the purpose of selling it in the near term; B. the financial assets is part
of a portfolio of identified financial instruments that are managed together and for which there is objective evidence of a
recent pattern of short-term profit taking; or C. the financial assets is a derivative, excluding the derivatives designated as
effective hedging instruments, the derivatives classified as financial guarantee contract, and the derivatives linked to an
equity instrument investment which has no quoted price in an active market nor a reliably measured fair value and are
required to be settled through that equity instrument.
A financial asset may be designated as at FVTPL upon initial recognition only when one of the following conditions is
satisfied: A. Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would
otherwise result from measuring assets or recognizing the gains or losses on them on different bases; or B. The financial
asset forms part of a group of financial assets or a group of financial assets and financial liabilities, which is managed and its
performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment
strategy, and information about the grouping is reported to key management personnel on that basis.
Financial assets carried at fair value through profit or loss for the current period is subsequently measured at fair value. The
gain or loss arising from changes in fair value and dividends and interest income related to such financial assets are charged
to profit or loss for the current period.
②Held-to-maturity investments
They are non-derivative financial assets with fixed maturity dates and fixed or determinable payments that the Group has
positive intent and ability to hold to maturity.
Held-to-maturity investments are subsequently measured at amortized cost using the effective interest method. Gain or loss
on derecognition, impairment or amortization is recognized through profit or loss for the current period.
The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating interest
income or expense over each period based on the effective interest of a financial asset or a financial liability (including a
group of financial assets or financial liabilities). The effective interest is the rate that discounts future cash flows from the
financial asset or financial liability over its expected life or (where appropriate) a shorter period to the carrying amount of
the financial asset or financial liability.
In calculating the effective interest rate, the Group will estimate the future cash flows (excluding future credit losses) by
taking into account all contract terms relating to the financial assets or financial liabilities whilst considering various fees,
transaction costs and discounts or premiums which are part of the effective interest rate paid or received between the parties
to the financial assets or financial liabilities contracts.
③ Loans and receivable
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They are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
Financial assets, including bills receivable, accounts receivable, interest receivable, dividends receivable and other
receivables, are classified as loans and receivables by the Group.
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 current profit or loss.
④Available-for-sale financial assets
They include non-derivative financial assets that are designated in this category on initial recognition, and the financial
assets other than the financial assets at fair value through profit and loss, loans and receivables and held-to-maturity
investments.
The closing cost of available-for-sale debt instruments are determined based on amortised cost method, which means the
amount of initial recognition less the amount of principle already repaid, add or less the accumulated amortised amount
arising from the difference between the amount due on maturity and the amount initially recognised using effective interest
rate method, and less the amount of impairment losses recognised. The closing cost of available-for-sale equity instruments
is equal to its initial acquisition cost.
Available-for-sale financial assets are subsequently measured at fair value. The gain or loss on change in fair value are
recognized as other comprehensive income, except for impairment loss and exchange differences arising from foreign
monetary financial assets and amortized cost which are accounted for through profit or loss for the current period. The
financial assets will be transferred out of the financial assets on derecognition and accounted for through profit or loss for
the current period.
However, equity instrument investment which is not quoted in active market and whose fair value cannot be measured
reliably, and derivative financial asset which is linked to the equity instrument and whose settlement is conditional upon
delivery of the equity instrument, shall be subsequently measured at cost.
Interests received from available-for-sale financial assets held and the cash dividends declared by the investee are
recognized as investment income.
(3) Impairment of financial assets
In addition to financial assets at fair value through profit or loss for the current period, the Group reviews the book value of
other financial assets at each balance sheet date and provide for impairment where there is objective evidence that financial
assets are impaired.
For a financial asset that is individually significant, the Group assesses the asset individually for impairment. For a financial
asset that is not individually significant, the Group assess the asset individually for impairment or include the asset in a
group of financial assets with similar credit risk characteristics and collectively assess them for impairment. If it is
determined that no objective evidence of impairment exists for an individually assessed financial asset, whether the financial
asset is individually significant or not, the financial asset is included in a group of financial assets with similar credit risk
characteristics and collectively assessed for impairment. Financial assets for which an impairment loss is individually
recognized are not included in the collective assessment for impairment.
①Impairment of held-to-maturity investments, loans and receivables
The carrying amount of financial assets measured at costs or amortized costs are subsequently reduced to the present value
discounted from its projected future cash flow. The reduced amount is recognized as impairment loss and recorded as profit
or loss for the period. After recognition of the impairment loss from financial assets, if there is objective evidence showing
recovery in value of such financial assets impaired and which is related to any event occurring after such recognition, the
impairment loss originally recognized shall be reversed to the extent that the carrying value of the financial assets upon
reversal will not exceed the amortized cost as at the reversal date assuming there is no provision for impairment.
②Impairment of available-for-sale financial assets
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In the event that decline in fair value of the available-for-sale equity instrument investment is regarded as ―severe decline‖
or ―non-temporary decline‖ on the basis of comprehensive related factors, it indicates that there is impairment loss of the
available-for-sale equity instrument investment.
When the available-for-sale financial assets impair, the accumulated loss originally included in the capital reserve arising
from the decrease in fair value was transferred out from the capital reserve and included in the profit or loss for the period.
The accumulated loss that transferred out from the capital reserve is the balance of the acquired initial cost of asset, after
deduction of the principal recovered, amortized amounts, current fair value and the impairment loss originally included in
the profit or loss.
After recognition of the impairment loss, if there is objective evidence showing recovery in value of such financial assets
impaired and which is related to any event occurring after such recognition in subsequent periods, the impairment loss
originally recognized shall be reversed. The impairment loss reversal of the available-for-sale equity instrument will be
recognized as other consolidated income, and the impairment loss reversal of the available-for-sale debt instrument will be
included in the profit or loss for the period.
When an equity investment that is not quoted in an active market and the fair value of which cannot be measured reliably, or
the impairment loss of a derivative financial asset linked to the equity instrument that shall be settled by delivery of that
equity instrument, then it will not be reversed.
(4) Recognition and measurement of transfers of financial asset
Financial asset that satisfied any of the following criteria shall be derecognized: the contract right to recover the cash flows
of the financial asset has terminated; the financial asset, along with substantially all the risk and return arising from the
ownership of the financial asset, has been transferred to the transferee; and the financial asset has been transferred to the
transferee, and the transferor has given up the control on such financial asset, though it does not assign maintain
substantially all the risk and return arising from the ownership of the financial asset.
When the entity does not either assign or maintain substantially all the risk and return arising from the ownership of the
financial asset and does not give up the control on such financial asset, to the extent of its continuous involvement in the
financial asset, the entity recognizes it as a related financial asset and recognizes the relevant liability accordingly. The
extent of the continuous involvement is the extent to which the entity exposes to changes in the value of such financial
assets.
On derecognition of a financial asset, the difference between the following amounts is recognized in profit or loss for the
current period: the carrying amount and the sum of the consideration received and any accumulated gain or loss that had
been recognized directly in equity.
If a part of the financial assets qualifies for derecognition, the carrying amount of the financial asset is allocated between the
part that continues to be recognized and the part that qualifies for derecognition, based on the fair values of the respective
parts. The difference between the following amounts is recognized in profit or loss for the period: the sum of the
consideration received and the carrying amount of the part that qualifies for derecognition and the aforementioned carrying
amount.
For financial assets that are transferred with recourse or endorsement, the Company needs to determine whether the risk and
rewards of ownership of the financial asset have been substantially transferred. If the risk and rewards of ownership of the
financial asset have been substantially transferred, the financial assets shall be derecognised. If the risk and rewards of
ownership of the financial assets have been retained, the financial assets shall not be derecognised. If the Company neither
transfers nor retains substantially all the risks and rewards of ownership of the financial assets, the Company shall assess
whether the control over the financial assets is retained, and the financial assets shall be accounted for according to the
above paragraphs.
(5) Classification and measurement of financial liabilities
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At initial recognition, financial liabilities are classified either as ―financial liabilities at fair value through profit or loss‖ or
―other financial liabilities‖. Financial liabilities are initially recognized at fair value. For financial liabilities classi fied as fair
value through profit or loss, relevant transaction costs are directly recognized in profit or loss for the period. For financial
liabilities classified as other categories, relevant transaction costs are included in the amount initially recognized.
① Financial liabilities at fair value through profit or loss for the period
The criteria for a financial liability to be classified as held for trading and designated as at financial liabilities at fair value
through profit or loss are the same as those for a financial asset to be classified as held for trading and designated as at
financial assets at fair value through profit or loss.
Financial liabilities at fair value through profit or loss for the period are subsequently measured at fair value. The gain or
loss arising from changes in fair value and dividends and interest income related to such financial liabilities are included into
the current profit or loss.
Other financial liabilities
Derivative financial liabilities which are linked to equity instruments that are not quoted in an active market and the fair
value of which cannot be measured reliably measured, and which shall be settled by delivery of equity instruments are
subsequently measured at cost. Other financial liabilities are subsequently measured at amortized cost using the effective
interest method. Gains or losses arising from derecognition or amortization is recognized in profit or loss for the current
period.
③Financial guarantee contract
Financial guarantee contract in respect of financial liabilities not designed at fair value through profit or loss shall be
initially measured at fair value, and subsequently measured at the lower between the amount determined under Accounting
Standards for Enterprises No.13-Contingent issues and its initial measurement amount less accumulative amortization
determined under Accounting Standards for Enterprises No.14-Revenue.
(6) Derecognition of financial liabilities
Financial liabilities are derecognized in full or in part only when the present obligation is discharged in full or in part. An
agreement is entered between the Group (debtor) and a creditor to replace the original financial liabilities with new financi al
liabilities with substantially different terms, derecognize the original financial liabilities as well as recognize the new
financial liabilities.
When financial liabilities is derecognized in full or in part, the difference between the carrying amount of the financial
liabilities derecognized and the consideration paid (including transferred non-cash assets or new financial liability) is
recognized in profit or loss for the current period.
(7) Derivatives and embedded derivatives
Derivatives are initially measured at fair value as of the execution date of relevant contract, and subsequently measured at
fair value. Change of fair value of derivatives is recorded in profit or loss for the period.
In respect of mixed instruments containing embedded derivatives, if they are financial assets or financial liabilities not
designated at fair value through profit or loss, and there is no close relation between embedded derivatives and such main
contract in terms of economic characteristics and risk, separate instrument shares the same conditions with embedded
derivatives and meets definition of derivatives, the embedded derivatives are split off from the mixed instruments and
accounted for as separate derivative financial instrument. If an embedded derivative instrument cannot be measured
separately upon acquisition or at subsequent balance sheet date, the mixed instruments shall be taken in its entirety as
financial assets or financial liabilities designated at fair value through profit or loss.
(8) Offset of Financial Assets and Financial Liabilities
If the Group owns the legitimate rights of offsetting the recognized financial assets and financial liabilities, which are
enforceable currently, and the Group plans to realize the financial assets or to clear off the financial liabilities by net amount
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method, the amount of the offsetting financial assets and financial liabilities shall be reported in the balance sheep.
Otherwise, financial assets and financial liabilities are presented separately in the balance sheet without offsetting.
(9) Equity instruments
Equity instruments are any contract that evidences a residual interest in the assets of an entity after deducting all of its
liabilities. The Company issues (including refinancing), repurchases, sells or cancels equity instruments as movement of
equity. No fair value change of equity instrument would be recognized by the Company. Transaction fees relating to equity
transactions are deducted from equity.
The distribution (excluding the dividends) to the equity instrument holders by the Group shall reduce the shareholder’s
equity. The Group shall not recognize the changes of the equity instruments’ fair value.
10. Account receivable
Account receivable including receivables and other account receivables etc.
(1) Recognition standards for bad debt provision
On balance sheet date, the Company examined book value of the account receivable, if the followed objective evidence has
been show for impairment occurred, impairment provision shall withdrawal: ①the debtor has serious financial difficulties;
②debtor violated the terms of the contract (such as interest or principal payment default or overdue etc.); ③debtor probably
close down or exercise other financial restructuring; and ④other objective evidence showing impairment occurred on
receivables.
(2) Withdrawal method for bad debt provision
①Recognition criteria and depreciation method for account receivable with large single amount and accrued for provision of
bad debt on a single basis
Account receivable with over RMB one million and other account receivable with over RMB 500,000 are recognized as
account receivable with large single amount.
The Company exercise impairment test separately on account receivable with large single amount, if no impairment been
found in financial assets after separate testing, they shall be included in portfolios of accounts receivable with similar credit
risk features for impairment tests.
For accounts receivable with confirmed impairment losses after separate tests, they shall not be included in portfolios of
accounts receivable with similar credit risk features for impairment tests.
②Recognition criteria and depreciation method for account receivable with accrued for provision of bad debt on credit risk
portfolio basis
A.Recognition basis for credit risk characteristics portfolio
As for the account receivable with minor single amount and those with major amount without impairment had been found
after testing on a single basis, the Company grouping the financial assets according to similarity and relativity of the credit
risk characteristics. The credit risk characteristics usually reflect the repaying capability for all due amount from debtors, in
line with the terms of the contract, and related with the measurement of future cash flow on assets which has been examined.
Recognition basis for different portfolio:
Item Basis
Age portfolio Divide the portfolio on the age of account receivable as a credit risk characteristics
B. Depreciation method for bad debt provision recognized by credit risk characteristics portfolio
At the time of impairment testing, the bad debt amount will recognized by the estimated losses, according to historical losses
experience, which has been occurred in account receivable portfolio, and current economic status as well as portfolio
structure and similar credit risk characteristics (debt paying capability for debtor based on terms of the contract).
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Depreciation method of bad debt provision in different portfolio:
Item Depreciation method
Age portfolio Accrual bad debt provision by aging of accounts
a. Depreciation method of bad debt provision by aging of accounts in portfolio
Accrual ratio of account Accrual ratio of other
Age
receivable (%) receivables (%)
Within 1 year (including one year, the same below) No accrual No accrual
1-2 years 5 5
2-3 years 20 20
Over 3 years 50 50
③Accounts receivable that are individually insignificant but with bad debt provision provided on an individual basis:
Account receivable with RMB one million at most and other account receivable with RMB 500,000 at most are recognized
as account receivable with insignificant single amount.
As for the account receivable with insignificant single amount but with followed features, exercise impairment separately, if
there has evidence of impairment, provision for bad debts shall be made at the difference of present value of estimated
future cash flows in short of their book values, and shall be recognized as impairment losses: account receivable with
dispute and arbitration involved or exist with the counter party; receivables which has obvious evidence that the debtor
probably unable to performed payment obligations etc.
(3) Reversal of bad debt provisions
If there is evidence showing that the value of the account receivable has been recovered, and that the recovery is objectively
related to events after recognition of the loss, the originally recognized impairment loss should be reversed and included in
current profit and loss. However, the book values after such reversal shall not exceed the amortized costs of the account
receivable on the reversal date, assuming there is no provision for impairment.
11. Inventories
(1)Classification of inventories
Inventory including raw materials, stock commodity and low value consumables etc.
(2) Pricing for inventories delivered and obtained
Inventories are priced at actual costs when acquired. Inventory cost includes procurement cost, processing cost and other
costs. Raw materials and inventory commodities are measured under weighted average method when applied for use and
delivered.
(3)Recognition for net realizable value of inventories and withdrawal method for inventory impairment provision
Net realizable value refers to the amount resulted by inventory’s estimated sale price minor the cost, which is going to
occurred till end of the completion, estimated sales expenses and relevant taxes, in daily activities. At the time of
recognizing the net realizable value for inventory, on basis of unambiguous evidence, take the purpose of inventory held and
influence of events after the balance sheet date into account at the same time.
On balance sheet date, measure of the inventory is made as the lower of their cost and or net realizable values. Provision for
inventory depreciation reserve are made while the net realizable values below the cost. Inventory falling price reserves
withdrawal usually base on the difference of the cost of single inventory which over the net realizable value. As for
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inventories with numerous quantity and low unit price, inventory depreciation provision is made based on categories of
inventories.
After inventory impairment provision, if any factor rendering write-downs of the inventories has been eliminated as net
realizable value higher than its book value resulted, the amounts written down are recovered and reversed from the
inventory depreciation reserve, which has been provided for. The reversed amounts are included into the current profit and
loss.
(4) Inventory system was the perpetual inventory system.
(5) Low value consumptions and packing materials are amortized under amortization method when applied for use.
12. Classified as assets held for sale
If a non-current asset can be promptly sold at its existing status only according to the practice terms in connection with
disposal of this kind of assets, and the Company has already made resolution on disposal of the non-current asset and
entered into irrevocable transfer agreement with the transferee, and this transfer will be completed within one year, then the
non-current asset would be calculated as non-current asset held for sale which would be not applicable to depreciation or
amortisation since the date of classification as asset held for sale, and would be measured at the lower of its carrying value
less disposal cost and fair value less disposal cost. Non-current asset held for sale consists of single item asset and disposal
group. If a disposal group is a group of assets as defined by No.8 of Business Accounting Standards-Assets Impairment, and
goodwill arising from business combination shall be allocated to the group of assets under this accounting principle, or the
disposal group constitutes one operation of the group of assets, then the disposal group includes the goodwill arising from
business combination.
For single non-current asset and asset in disposal group classified as assets held for sale, they shall be presented in balance
sheet separately as current assets. For liabilities in disposal group relating to the transferred assets classified as assets held
for sale, they shall be presented in balance sheet separately as current liabilities.
If an asset or disposal group classified as held for sale no longer meets the recognition condition as non-current asset held
for sale, the Company will cease such recognition and measure the asset at the lower of (1)the carrying value of the asset or
disposal group prior to being classified as held for sale, based on the amount adjusted with the depreciation, amortisation or
impairment which should have been recognised assuming it had not been classified as held for sale; (2)the recoverable
amount on the date when the Company decides to cease disposal.
13. Long-term equity investments
Long-term equity investments under this section refer to long-term equity investments in which the Company has control,
joint control or significant influence over the investee. Long-term equity investment without control or joint control or
significant influence of the Group is accounted for as available-for-sale financial assets or financial assets measured at fair
value with any change in fair value charged to profit or loss. Details on its accounting policy please refer to Note 9.
―Financial instruments‖ under section IV.
Joint control is the Company’s contractually agreed sharing of control over an arrangement, which relevant activities of such
arrangement must be decided by unanimously agreement from parties who share control. Significant influence is the power
of the Company to participate in the financial and operating policy decisions of an investee, but to fail to control or joint
control the formulation of such policies together with other parties.
(1) Determination of investment cost
For a long-term equity investment acquired through a business combination involving enterprises under common control,
the initial investment cost of the long-term equity investment shall be the absorbing party’s share of the carrying amount of
the owner’s equity under the consolidated financial statements of the ultimate controlling party on the date of combination.
The difference between the initial cost of the long-term equity investment and the cash paid, non-cash assets transferred as
well as the book value of the debts borne by the absorbing party shall offset against the capital reserve. If the capital reserve
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is insufficient to offset, the retained earnings shall be adjusted. If the consideration of the merger is satisfied by issue of
equity securities, the initial investment cost of the long-term equity investment shall be the absorbing party’s share of the
carrying amount of the owner’s equity under the consolidated financial statements of the ultimate controlling party on the
date of combination. With the total face value of the shares issued as share capital, the difference between the initial cost of
the long-term equity investment and total face value of the shares issued shall be used to offset against the capital reserve. If
the capital reserve is insufficient to offset, the retained earnings shall be adjusted. For business combination resulted in an
enterprise under common control by acquiring equity of the absorbing party under common control through a stage-up
approach with several transactions, these transactions will be judged whether they shall be treat as ―transactions in a basket‖.
If they belong to ―transactions in a basket‖, these transactions will be accounted for a transaction in obtaining control. If
they are not belong to ―transactions in a basket‖, the initial investment cost of the long-term equity investment shall be the
absorbing party’s share of the carrying amount of the owner’s equity under the consolidated financial statements of the
ultimate controlling party on the date of combination. The difference between the initial cost of the long-term equity
investment and the aggregate of the carrying amount of the long-term equity investment before merging and the carrying
amount the additional consideration paid for further share acquisition on the date of combination shall offset against the
capital reserve. If the capital reserve is insufficient to offset, the retained earnings shall be adjusted. Other comprehensive
income recognised as a result of the previously held equity investment accounted for using equity method on the date of
combination or recognised for available-for-sale financial assets will not be accounted for.
For a long-term equity investment acquired through a business combination involving enterprises not under common control,
the initial investment cost of the long-term equity investment shall be the cost of combination on the date of acquisition.
Cost of combination includes the aggregate fair value of assets paid by the acquirer, liabilities incurred or borne and equity
securities issued. For business combination resulted in an enterprise not under common control by acquiring equity of the
acquiree under common control through a stage-up approach with several transactions, these transactions will be judged
whether they shall be treat as ―transactions in a basket‖. If they belong to ―transactions in a basket‖, these transactions will
be accounted for a transaction in obtaining control. If they are not belong to ―transactions in a basket‖, the initial invest ment
cost of the long-term equity investment accounted for using cost method shall be the aggregate of the carrying amount of
equity investment previously held by the acquiree and the additional investment cost. For previously held equity accounted
for using equity method, relevant other comprehensive income will not be accounted for. For previously held equity
investment classified as available-for-sale financial asset, the difference between its fair value and carrying amount, as well
as the accumulated movement in fair value previously included in the other comprehensive income shall be transferred to
profit or loss for the current period.
Agent fees incurred by the absorbing party or acquirer for the acquisition such as audit, legal service, and valuation and
consultation fees, and other related administration expenses are charged to profit or loss in the current period at the time
such expenses incurred.
The long-term equity investment acquired through means other than a business combination shall be initially measured at its
cost. Such cost is depended upon the acquired means of long-term equity investments, which is recognised based on the
purchase cost actually paid by the Company in cash, the fair value of equity securities issued by the Group, the agreed value
of investment contract or agreement, the fair value or original carrying amounts of the non-monetary asset exchange
transaction which the asset will be transferred out of the Company, and the fair value of long-term equity investment itself.
The costs, taxes and other necessary expenses that are directly attributable to the acquisition of the long-term equity
investments are also included in the investment cost. For additional equity investment made in order to obtain significant
influence or common control over investee without resulted in control, the relevant cost for long-term equity investment
shall be the aggregate of fair value of previously held equity investment and additional investment cost determined
according to ―Accounting Standard for Business Enterprises No. 22 – Recognition and measurement of Financial
Instruments‖.
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(2)Subsequent measurement and income recognition method
Long term equity investment by which the Company has common control (other than that constituting joint operation) or
significant influence in investee is measured under equity method. In addition, long term equity investment by which the
Company is able to exercise control in investee is measured under cost method in financial statements.
①Long term equity investment measured under cost method
Under cost method, long term equity investment is measured at initial investment cost, and cost of long term equity
investment shall be adjusted in case of adding or recovering investment. Other than the price actually paid when obtaining
investment or cash dividends or distribution declared but not paid in consideration, investment income for the period would
be recognised based on the cash dividend or distribution declared by the investee.
② Long-term equity investments accounted for using the equity method
Under the equity method, where the initial investment cost of a long-term equity investment exceeds the investor’s interest
in the fair value of the investee’s identifiable net assets at the acquisition date, no adjustment shall be made to the initial
investment cost. Where the initial investment cost is less than the investor’s interest in the fair value of the investee’s
identifiable net assets at the acquisition date, the difference shall be charged to profit or loss for the current period, and the
cost of the long term equity investment shall be adjusted accordingly.
Under the equity method, investment gain and other comprehensive income shall be recognised based on the Group’s share
of the net profits or losses and other comprehensive income made by the investee, respectively. Meanwhile, the carrying
amount of long-term equity investment shall be adjusted. The carrying amount of long-term equity investment shall be
reduced based on the Group’s share of profit or cash dividend distributed by the investee. In respect of the other movement
of net profit or loss, other comprehensive income and profit distribution of investee, the carrying value of long-term equity
investment shall be adjusted and included in the capital reserves. The Group shall recognise its share of the investee’s net
profits or losses based on the fair values of the investee’s individual separately identifiable assets at the time of acquisition,
after making appropriate adjustments thereto. In the event of inconformity between the accounting policies and accounting
periods of the investee and the Company, the financial statements of the investee shall be adjusted in conformity with the
accounting policies and accounting periods of the Company. Investment gain and other comprehensive income shall be
recognised accordingly. In respect of the transactions between the Group and its associates and joint ventures in which the
assets disposed of or sold are not classified as operation, the share of unrealised gain or loss arising from inter-group
transactions shall be eliminated by the portion attributable to the Company. Investment gain shall be recognised accordingly.
However, any unrealised loss arising from inter-group transactions between the Group and an investee is not eliminated to
the extent that the loss is impairment loss of the transferred assets. In the event that the Group disposed of an asset class ified
as operation to its joint ventures or associates, which resulted in acquisition of long-term equity investment by the investor
without obtaining control, the initial investment cost of additional long-term equity investment shall be the fair value of
disposed operation. The difference between initial investment cost and the carrying value of disposed operation will be fully
included in profit or loss for the current period. In the event that the Group sold an asset classified as operation to its
associates or joint ventures, the difference between the carrying value of consideration received and operation shall be fully
included in profit or loss for the current period. In the event that the Company acquired an asset which formed an operation
from its associates or joint ventures, relevant transaction shall be accounted for in accordance with ―Accounting Standards
for Business Enterprises No. 20 ―Business combination‖. All profit or loss related to the transaction shall be accounted for.
The Group’s share of net losses of the investee shall be recognized to the extent that the carrying amount of the long-term
equity investment together with any long-term interests that in substance form part of the investor’s net investment in the
investee are reduced to zero. If the Group has to assume additional obligations, the estimated obligation assumed shall be
provided for and charged to the profit or loss as investment loss for the period. Where the investee is making profits in
subsequent periods, the Group shall resume recognizing its share of profits after setting off against the share of unrecognized
losses.
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If there is debit variation in relation to the long-term equity investments in associates and joint venture held prior to first
adoption of the Accounting Standards for Business Enterprises by the Group on 1 January 2007, the amounts amortized over
the original residual term using the straight-line method is included in the profit or loss for the period.
③ Acquisition of minority interests
Upon the preparation of the consolidated financial statements, since acquisition of minority interests increased of long-term
equity investment which was compared to fair value of identifiable net assets recognized which are measured based on the
continuous measurement since the acquisition date (or combination date) of subsidiaries attributable to the Group calculated
according to the proportion of newly acquired shares, the difference of which recognized as adjusted capital surplus, capital
surplus insufficient to set off impairment and adjusted retained earnings.
④ Disposal of long-term equity investments
In these consolidated financial statements, where the parent company disposes of a portion of the long term equity
investments in a subsidiary without a change in control, the difference between disposal cost and disposal of long-term
equity investments relative to the net assets of the subsidiary is charged to the shareholders’ equity. As for the disposal of a
portion of the long term equity investments in a subsidiary by the parent company leading to lose of control over such
subsidiary, it shall be accounted for under the relevant accounting policies described in Note IV.5-(2) Headed ―preparation
methods for consolidated financial statements‖.
On disposal of a long-term equity investment otherwise, the difference between the carrying amount of the investment and
the actual consideration paid is recognized through profit or loss in the current period.
In respect of long-term equity investment at equity with the remaining equity interest after disposal also accounted for using
equity method, other comprehensive income previously under owners’ equity shall be accounted for in accordance with the
same accounting treatment for direct disposal of relevant asset or liability by investee on pro rata basis at the time of
disposal. The owners’ equity recognised for the movement of other owners’ equity (excluding net profit or loss, other
comprehensive income and profit distribution of investee) shall be transferred to profit or loss for the current period on pro
rata basis.
In respect of long-term equity investment at cost with the remaining equity interest after disposal is also accounted for at
cost, other comprehensive income recognised due to measurement at equity or recognition and measurement for financial
instruments prior to obtaining control over investee shall be accounted for in accordance with the same accounting treatment
for direct disposal of relevant asset or liability by investee and carried forward to current gains and losses on pro rata ba sis.
The movement of other owners’ equity (excluding net profit or loss, other comprehensive income and profit distribution of
investee) shall be transferred to profit or loss for the current period on pro rata basis.
In the event of loss of control over investee due to partial disposal of equity investment by the Group, in preparing separate
financial statements, the remaining equity interest which can apply common control or impose significant influence over the
investee after disposal shall be accounted for using equity method. Such remaining equity interest shall be treated as
accounting for using equity method since it is obtained and adjustment was made accordingly. For remaining equity interest
which cannot apply common control or impose significant influence over the investee after disposal, it shall be accounted
for using the recognition and measurement standard of financial instruments. The difference between its fair value and
carrying amount as at the date of losing control shall be included in profit or loss for the current period. In respect of other
comprehensive income recognised using equity method or the recognition and measurement standard of financial
instruments before the Group obtained control over the investee, it shall be accounted for in accordance with the same
accounting treatment for direct disposal of relevant asset or liability by investee at the time when the control over investee is
lost. Movement of other owners’ equity (excluding net profit or loss, other comprehensive income and profit distribution
under net asset of investee accounted for and recognised using equity method) shall be transferred to profit or loss for the
current period at the time when the control over investee is lost. Of which, for the remaining equity interest after disposal
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accounted for using equity method, other comprehensive income and other owners’ equity shall be transferred on pro rata
basis. For the remaining equity interest after disposal accounted for using the recognition and measurement standard of
financial instruments, other comprehensive income and other owners’ equity shall be fully transferred.
In the event of loss of common control or significant influence over investee due to partial disposal of equity investment by
the Group, the remaining equity interest after disposal shall be accounted for using the recognition and measurement
standard of financial instruments. The difference between its fair value and carrying amount as at the date of losing common
control or significant influence shall be included in profit or loss for the current period. In respect of other comprehensive
income recognised under previous equity investment using equity method, it shall be accounted for in accordance with the
same accounting treatment for direct disposal of relevant asset or liability by investee at the time when equity method was
ceased to be used. Movement of other owners’ equity (excluding net profit or loss, other comprehensive income and profit
distribution under net asset of investee accounted for and recognised using equity method) shall be transferred to profit or
loss for the current period at the time when equity method was ceased to be used.
The Group disposes its equity investment in subsidiary by a stage-up approach with several transactions until the control
over the subsidiary is lost. If the said transactions belong to ―transactions in a basket‖, each transaction shall be accounted
for as a single transaction of disposing equity investment of subsidiary and loss of control. The difference between the
disposal consideration for each transaction and the carrying amount of the corresponding long-term equity investment of
disposed equity interest before loss of control shall initially recognised as other comprehensive income, and subsequently
transferred to profit or loss arising from loss of control for the current period upon loss of control.
14. Investment real estate
Investment real estate is the real estate that held by the Company for purpose of obtaining rent or capital appreciation or
both purpose received. Investment real estate including rented land use right, land use right held ready for transfer after
appreciation and rented buildings etc.
The investment real estate shall be measured initially at the cost. The subsequent spending related to the investment real
estate, if it is very likely for the related economi interest to flow in and its cost can be reliably measured, shall be incl uded in
the cost for the investment real estate. Other subsequent spending shall be included in the current profit or loss when
occurring.
The Company applies the cost model for subsequent measurement of investment real estate, and depreciates and amortizes it
as per the policy consistent to those for the houses and buildings and land use right.
For details about the methods for impairment testing of the investment real estate and for accrual of impairment provision,
see Notie IV 20 ―Impairment of long term assets‖.
Where property for own use or inventory transfers to investment property, or investment property transfers to property for
own use, carrying value before such transfer shall be taken as book value after such transfer.
In the event that an investment property is converted to an owner-occupied property, such property shall become fixed assets
or intangible assets since the date of its conversion. In the event that an owner-occupied property is converted to real estate
held to earn rentals or for capital appreciation, such fixed assets or intangible assets shall become an investment property
since the date of its conversion. Upon the conversion, investment property which is measured at cost is accounted for with
the carrying value prior to conversion, and investment property which is measured at fair value is accounted for with the fair
value as of the conversion date.
If an investment property is disposed of or if it withdraws permanently from use and no economic benefit will be obtained
from the disposal, the recognition of it as an investment property shall be terminated. When an investment property is sold,
transferred, retired or damaged, the amount of proceeds on disposal of the property net of the carrying amount and related
tax and surcharges is recognised in profit or loss for the current period.
15. Fixed assets
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(1) Recognition criteria of fixed assets
Fixed assets refer to the tangible assets held for the purpose of producing commodities, rendering services, renting or
business management with useful lives exceeding one fiscal year. Fixed assets are only recognised when the relevant
economic benefits are likely to inflow to the Company and their cost can be measured reliably. Fixed assets are initially
measured at cost taking into account predicted disposal expenses.
(2) Depreciation method of fixed assets
The initial measurement of a fixed assets shall be made at its cost and consider expected discard expenses factors
alternatives. Accrual depreciation of fixed assets shall be made based on straight-line depreciation within the service life
since the second month, when the fixed assets reached its expected condition for use. Service life, estimated net residual
value and annual depreciation rate for vary fixed assets are as:
Annual depreciation
Type Depreciation term (year) Residual rate (%)
rate (%)
House and buildings 35 3 2.77
Machinery equipment 12 3 8.08
Transportation equipment 7 3 13.86
Electronic equipment 7 3 13.86
Office and other equipment 7 3 13.86
Decoration charge for self-owned houses 10 0 10.00
Estimated net residual value is the amount obtained from disposal of such fixed assets after estimated disposal expense
deducted, on assumption basis of the fixed assets has full estimated service life and in an anticipating condition of service
life terminated.
(3) Impairment test method and accrual of depreciation reserves for fixed asset
Impairment test method and accrual of depreciation reserves for fixed asset please found in ―20. Impairment of non-current
and non-financial assets‖ in Note IV
(4)Others
As for the subsequent expenditure related to fixed assets, if the economic benefits related to the fixed assets is probable to
flow into the Company and its cost could be measured reliably, then the expenditure shall be included in costs of the fixed
assets, and the carrying value of the replaced portion shall be derecognized. Other subsequent expenditures other than this
shall be included in profits or losses of the period when occurred.
The disposal income from disposal, transfer, dumping or damage of fixed assets less its carrying value and related tax
expenses shall be recorded in profits or losses of the period.
The Company, at least, re-reviews the use of life, projected net residual value and depreciation method of fixed assets at the
end of year. For any change of the above factor, it shall be dealt as change of accounting estimation.
16. Construction-in-progress
Cost of construction-in-progress should recognized by the actual construction costs, including vary construction costs during
the period of construction, the capitalized borrowing costs prior to the expected conditions for use and other relevant
expenses etc. The construction-in-progress should carry forward as fixed assets after reached the expected conditions for
use.
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Impairment test method and impairment provision method for the construction-in-progress found in ―20.impairment of
non-current/non-financial assets‖ in Note IV.
17. Borrowing costs
Borrowing costs include interest, amortization of discounts or premiums related to borrowings, ancillary costs incurred in
connection with the arrangement of borrowings, and exchange differences arising from foreign currency borrowings. For
borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, when
expenditures for the asset and borrowing costs are being incurred, activities relating to the acquisition, construction or
production of the asset that are necessary to prepare the asset for its intended use or sale have commenced, such borrowing
costs shall be capitalized as part of the cost of that asset; and capitalization shall discontinue when the qualifying asset is
ready for its intended use or sale. Other borrowing costs shall be recognized as expense in the period in which they are
incurred.
Where funds are borrowed for a specific purpose, the amount of interest to be capitalized shall be the actual interest expense
incurred on that borrowing for the period less any bank interest earned from depositing the borrowed funds before being
used into banks or any investment income on the temporary investment of those funds. Where funds are borrowed for
general purpose, the Group shall determine the amount of interest to be capitalized on such borrowings by applying a
capitalization rate to the weighted average of the excess amounts of cumulative expenditures on the asset over and above the
amounts of specific-purpose borrowings. The capitalization rate shall be the weighted average of the interest rates applicable
to the general-purpose borrowings.
During the capitalization period, exchange differences related to the principal and interest on a specific purpose borrowing
denominated in foreign currency shall be capitalized as part of the cost of the qualifying asset. Exchange differences related
to general-purpose borrowings denominated in foreign currency shall be included in profit or loss for the current period.
Qualifying assets are assets (fixed assets, investment property, inventories, etc) that necessarily take a substantial period of
time for acquisition, construction or production to get ready for their intended use or sale.
Capitalization of borrowing costs shall be suspended during periods in which the acquisition, construction or production of a
qualifying asset is interrupted abnormally, when the interruption is for a continuous period of more than 3 months, until the
acquisition, construction or production of the qualifying asset is resumed.
18. Intangible assets
(1) Intangible assets
An intangible asset is an identifiable non-monetary asset without physical substance owned or controlled by the Group.
An intangible asset shall be initially measured at cost. The expenditures incurred on an intangible asset shall be recognized
as cost of the intangible asset only if it is probable that economic benefits associated with the asset will flow to the Group
and the cost of the asset can be measured reliably. Other expenditures on an item asset shall be charged to profit or loss
when incurred.
Land use right acquired shall normally be recognized as an intangible asset. Self-constructed buildings (e.g. plants), related
land use right and the buildings shall be separately accounted for as an intangible asset and fixed asset. For buildings and
structures purchased, the purchase consideration shall be allocated among the land use right and the buildings on a
reasonable basis. In case there is difficulty in making a reasonable allocation, the consideration shall be recognized in full as
fixed assets.
An intangible asset with a finite useful life shall be stated at cost less estimated net residual value and any accumulated
impairment loss provision and amortised using the straight-line method over its useful life when the asset is available for use.
Intangible assets with indefinite life are not amortised.
The Group shall review the useful life of intangible asset with an infinite useful life and the amortization method applied at
period-end. A change in the useful life or amortization method used shall be accounted for as a change in accounting
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estimate. For an intangible asset with an indefinite useful life, the Group shall review the useful life of the asset. If there is
evidence indicating that the period during which the intangible assets brings in economic benefits to the Group can be
predicted, the Group shall estimate the useful life of that asset and make amortization under the amortization policies
applicable to intangible assets with finite useful life.
(2) Research and development expenditures
Research and development expenditure of the Group was divided into expenses incurred during the research phase and
expenses incurred during the development phase.
Expenses incurred during the research phase are recognised as profit or loss in the current period.
Expenses incurred during the development phase that satisfy the following conditions are recognised as intangible assets,
while those that do not satisfy the following conditions are accounted for in the profit or loss for the current period:
①it is technically feasible that the intangible asset can be used or sold upon completion;
②there is intention to complete the intangible asset for use or sale;
③the intangible asset can produce economic benefits, including there is evidence that the products produced using the
intangible asset has a market or the intangible asset itself has a market; if the intangible asset is for internal use, there is
evidence that there exists usage for the intangible asset;
④there is sufficient support in terms of technology, financial resources and other resources in order to complete the
development of the intangible asset, and there is capability to use or sell the intangible asset;
⑤the expenses attributable to the development phase of the intangible asset can be measured reliably.
If the expenses incurred during the research phase and the development phase cannot be distinguished separately, all
development expenses incurred are accounted for in the profit or loss for the current period.
(3) Intangible assets impairment test method and their impairment provision
The method for impairment test and impairment provision of intangible assets is detailed in Note IV. 20 ―Impairment of
non-current non-monetary financial asset‖.
19. Long-term prepaid expenses
Long-term prepaid expenses refer to the general expenses that occurred but shall be amortized over one year in reporting
period and later period. Long-term prepaid expenses shall amortized by straight-line method in expected benefit period.
20. Long-term impairment
The Group will judge if there is any indication of impairment as at the balance sheet date in respect of non-current
non-financial assets such as fixed assets, construction in progress, intangible assets with a finite useful life, investment
properties measured at cost, and long-term equity investments in subsidiaries, joint controlled entities and associates. If there
is any evidence indicating that an asset may be impaired, recoverable amount shall be estimated for impairment test.
Goodwill, intangible assets with an indefinite useful life and intangible assets beyond working conditions will be tested for
impairment annually, regardless of whether there is any indication of impairment.
If the impairment test result shows that the recoverable amount of an asset is less than its carrying amount, the impairment
provision will be made according to the difference and recognized as an impairment loss. The recoverable amount of an
asset is the higher of its fair value less costs of disposal and the present value of the future cash flows expected to be derived
from the asset. An asset’s fair value is the price in a sale agreement in an arm’s length transaction. If there is no sale
agreement but the asset is traded in an active market, fair value shall be determined based on the bid price. If there is neither
sale agreement nor active market for an asset, fair value shall be based on the best available information. Costs of disposal
are expenses attributable to disposal of the asset, including legal fee, relevant tax and surcharges, transportation fee and
direct expenses incurred to prepare the asset for its intended sale. The present value of the future cash flows expected to be
derived from the asset over the course of continued use and final disposal is determined as the amount discounted using an
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appropriately selected discount rate. Provisions for assets impairment shall be made and recognized for the individual asset.
If it is not possible to estimate the recoverable amount of the individual asset, the Group shall determine the recoverable
amount of the asset group to which the asset belongs. The asset group is the smallest group of assets capable of generating
cash flows independently.
For the purpose of impairment testing, the carrying amount of goodwill presented separately in the financial statements shall
be allocated to the asset groups or group of assets benefiting from synergy of business combination. If the recoverable
amount is less than the carrying amount, the Group shall recognise an impairment loss. The amount of impairment loss shall
first reduce the carrying amount of any goodwill allocated to the asset group or set of asset groups, and then reduce the
carrying amount of other assets (other than goodwill) within the asset group or set of asset groups, pro rata on the basis of
the carrying amount of each asset.
An impairment loss recognized on the aforesaid assets shall not be reversed in a subsequent period in respect of the
restorable value.
21. Staff remuneration
Staff remuneration includes short term staff remuneration, post office benefit, dismissal benefit, among which:
Short term staff remuneration mainly consists of salary, bonus, allowance and subsidy, staff benefits, medical insurance,
maternity insurance, work related injury insurance, housing funds, labor unit fee and education fee, non-monetary benefits,
etc. short term staff remuneration actually happened during the accounting period in which staff provides services to the
Company is recognised as liability, and shall be included in current gains and losses or relevant asset cost. Non-monetary
benefits are measured at fair value.
Post office benefits mainly consist of defined withdraw plan and defined benefit plan. Defined withdraw plan mainly
includes basic pension insurance, unemployment insurance and annuity, and the contribution payable is included in relevant
asset cost or current gains and losses when occurs. Our defined benefit plan mainly relates to retirement benefits. The
Company engaged independent actuary to make estimation on demographic variables and financial variables under
predicted accumulative benefits unit method with unbiased and consistent actuary assumption, measure liabilities arising
from defined benefit plan and determine vesting periods of various liabilities. On balance sheet date, the Company presented
liabilities arising from defined benefit plan at present value, and recorded service costs as profit or loss for the period.
When the Company terminates the employment relationship with employees before the end of the employment contracts or
provides compensation as an offer to encourage employees to accept voluntary redundancy, the Company shall recognise
employee compensation liabilities arising from compensation for staff dismissal and included in profit or loss for the current
period, when the Company cannot revoke unilaterally compensation for dismissal due to the cancellation of labour
relationship plans and employee redundant proposals; and the Company recognise cost and expenses related to payment of
compensation for dismissal and restructuring, whichever is earlier. However, if the compensation for termination of
employment is not expected to be fully paid within 12 months from the reporting period, it shall be accounted for other
long-term staff remuneration.
Employee internal retirement plans is to use the same principle to deal with termination benefits. The group will pay staff
salary, social insurance and others from the date they stop providing service to their retire-day. This amount shall be
included in the current profits and losses (termination benefits), only when it meets the projected liabilities confirmation
conditions.
For other long-term employee benefits provided by the Company to its employees, if satisfy with the established withdraw
plan, then the benefits are accounted for under the established withdraw plan, otherwise accounted for under defined benefit
scheme.
22. Accrual liability
The obligation pertinent to contingencies shall be recognized as accrual liability when the following conditions are satisfied
simultaneously: (1) That obligation is a current obligation of the Group; (2) It is likely to cause any economic benefit to flow
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out of the enterprise as a result of performance of the obligation; and (3) The amount of the obligation can be measured in a
reliable way.
At the balance sheet date, considering matters related to risks, uncertainties and time value of money and other factors, the
expected liabilities are measured in accordance with the best estimate of the necessary expenses for the performance of the
current obligation.
If the expenditure required paying all or part of the expected liabilities was compensated by the third party, and the amount
of compensation basically can be sure when received, it could be recognized as a separate asset. But the amount of
compensation confirmed couldn’t be more than the book value of the estimated debts.
23. Income
(1) Income of commodities sales
When the transfer of significant risks and rewards of ownership of the goods to the buyer is done, when the right of
management usually associated with ownership is not reserved, when we didn’t effectively control the goods sold, the
amount of revenue can be measured reliably. The associated economic benefits are likely to flow into the enterprise. And the
related costs incurred or to be incurred can be measured in a reliable way. Thus we realize sales income.
The company engages in sales of cars, confirming income after the vehicle delivery to customers according to agreement,
payment received or the rights to receive payment.
(2) Income from providing labor
On condition that provision of services trade results can be reliably estimated, we confirm income from providing labor on
the balance sheet date according to the percentage of completion. The Company calculates the completion schedule through
the ratio of the costs incurred taking up of the estimated total cost.
The results of labor transaction provided can be estimated reliably only when simultaneously: ①the amount of revenue can
be measured reliably; ②the economic interests are likely to flow into the enterprise; ③the degree of completion can be
reliably determined; ④cost occurred and to be occurred can be reliably measured.
If the service transaction results couldn’t be able to reliably estimated, labor income will be calculated according to
according to amount of labor costs which has occurred and is expected to be t compensated, and labor costs occurred would
be included as expenses of the current period. Labor cost occurred which cannot be compensated will not be included as
revenue.
The Company engages in car repair services, confirming income after the car repair service is delivered to customers
according to agreement, payment received or the rights to receive payment.
(3) Use fee income
According to the relevant contract or agreement, revenue is recognized in accordance with the accrual basis.
(4) Interest income
Interest income is confirmed in accordance with time and actual interest others make use of the monetary capital of the
group
24. Government subsidy
A government subsidy means the monetary or non-monetary assets obtained free by the Group from the government, but
excluding the capital invested by the government as the owner of the enterprise. Government subsidies consist of the
government subsidies pertinent to assets and government subsidies pertinent to income. Government grant obtained by the
Company for the purpose of constructing or otherwise forming long term assets is recognised as government grant related to
assets, and other government grants are recognised as those related to income. If government document fails to identify
specific grantee, government grants will be categorized into government grants related to income or assets respectively
under the below method: (1) in case government document indicates the specific project applicable to the grant, such
categorization shall be made based on the respective proportion of expenditures to form assets or be recorded as expenses in
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budget for the specific project. The allocation proportion will be reviewed on each balance sheet date, and is subject to
necessary alteration; (2) in case government document only indicate general purpose of such grant instead of specific project,
the grant shall be viewed as government grant related to income.
The government subsidy with monetary assets concerned should be measured by the actual received or receivable amount
while non-monetary assets government subsidy measured by fair value; if without realizable fair value obtained, measured
by nominal amount instead. The government subsidy with nominal amount measured should reckon into current gains and
losses.
Government grants are generally recognised when received and measured at the amount actually received, but are measured
at the amount likely to be received when there is conclusive evidence at the end of the accounting period that the Group will
meet related requirements of such grants and will be able to receive the grants. The government grants so measured should
also satisfy the following conditions: (1) the amount of the grants be confirmed with competent authorities in written form
or reasonably deduced from related requirements under financial fund management measures officially released without
material
uncertainties; (2) the grants be given based on financial support projects and fund management policies officially published
and voluntarily disclosed by local financial authorities in accordance with the requirements under disclosure of government
information, where such policies should be open to any company satisfying conditions required and not specifically for
certain companies; (3) the date of payment be specified in related documents and the payment thereof be covered by
corresponding budget to ensure such grants will be paid on time as specified; and (4)other relevant conditions which shall be
met based on the specific situations of the Company and the subject matter.
Asset-related government subsidies are recognized as deferred income and accounted into the current gains/losses equally
within service life for the relevant assets. The government subsidies pertinent to incomes, which are used for compensating
the related future expenses or losses of the enterprise shall be recognized as deferred income and should reckoned into
current gains/losses in period of when relevant expenses are recognized; if used for compensating the occurred relevant
expenses and losses, reckoned into current gains/losses directly.
As for the recognized government subsidy needs to return, if there has relevant balance of deferred incomes, relevant book
balance of the deferred income should be written down, and the exceeded part should included in the current gains/losses; if
there has no relevant balance of deferred incomes, reckoned into current gains/losses directly.
25. Deferred income tax assets and deferred income tax liabilities
(1) The current income tax
At the balance sheet date, for the current income tax liabilities (or assets) arising during the current and previous periods,
current income tax should be calculated in line with expected payable (or return) income tax amount in accordance with the
provisions of the tax law. Calculation of the current income tax expenses on the basis of the computation of taxable income
is adjusted to the pre-tax accounting profit according to the relevant provisions of the tax law.
(2) The deferred income tax assets and deferred income tax liabilities
As for the balance between the book value of some assets and liabilities and the tax base, and those temporary difference
arisen from balance which is not recognized as an asset or liability but whose difference between the book value and tax
base could be calculable in accordance with the provisions of the tax law, we adopt debt method of balance sheet to
recognize deferred income tax assets and deferred income tax liabilities.
As for taxable temporary differences which is arisen from initial recognition of goodwill, and those related to initial
recognition of assets or liabilities arisen during trade with neither merging nor those which won’t affect the accounting profit
and taxable income (or deductible loss), related deferred tax liabilities will not be confirmed. In addition, as for temporary
differences taxable related to subsidiary companies, associated enterprises and joint venture investment, if the group is able
to control the reversal time of the temporary difference, and the temporary differences in the foreseeable future probably will
not be reversed, we also could not confirm the deferred income tax liabilities. In addition to the above condition, the group
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could confirm all the other deferred income tax liabilities arising from taxable temporary differences.
As for deductible temporary differences related to initial reorganization of asset or liability arising from trades with neither
merge nor those which won’t affect the accounting profit and taxable income (or deductible loss), we’ll not recognize
relevant deferred income tax assets. In addition, as for deductible temporary differences related to subsidiary companies,
associated enterprises and joint venture investment, if the temporary differences in the foreseeable future probably will not
be reversed, we also could not confirm the deferred income tax assets. In addition to the above condition, the group could
confirm all the other deferred income tax assets arising from deductible temporary differences within benchmark of income
of taxable deductible temporary differences.
As for deductible loss or tax deduction which to be reversed in the following years, we confirm the corresponding deferred
income tax assets within benchmark of future taxable income to be likely deducted for deductible loss and tax deduction.
On the balance sheet date, the deferred income tax assets and liabilities are measured according to the provisions of the tax
law, in accordance with the applicable tax rate during related assets to be expected recovery or related liabilities to be paid
off.
At the balance sheet date, we recheck the book value of deferred income tax assets. If in future it is unlikely to obtain
adequate taxable income to offset the benefit of the deferred income tax asset, then we write down the book value of
deferred income tax assets. When it is probable to obtain adequate taxable income, amount written down shall be reversed.
(3) The income tax expenses
The income tax expense included the current income tax and deferred income tax.
In addition to trades and current income tax and deferred income tax related to projects which are included in other
comprehensive income or directly included in owners’ interest, as well as the book value whose goodwill arranged in line
with deferred income tax arising from enterprises combination, all the other current income tax and deferred income tax
expenses or income will be included in current profit and loss.
(4) Offset of income tax
When the Group has a legal right to settle on a net basis and intends either to settle on a net basis or to realise the assets and
settle the liabilities simultaneously, current tax assets and current tax liabilities are offset and presented on a net basis.
When the Group has a legal right to settle current tax assets and liabilities on a net basis, and deferred tax assets and deferred
tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different
taxable entities which intend either to settle current tax assets and liabilities on a net basis or to realise the assets and
liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected
to be reversed, deferred tax assets and deferred tax liabilities are offset and presented on a net basis.
26. Leasing
Finance lease transfers substantially all the risks and rewards related to the ownership of an asset. Its ownership may
eventually transfer, also may not. While all the other leases are classified as operating leases.
(1) The Company keeps record of lease business as lessee
Rental expense of operating lease is included in the relevant asset costs or current profits and losses through the straight-line
method during every period. Initial direct costs shall be included in profit or loss for the current period. Or rent to the actual
shall be included in the current profits and losses.
(2) The Company keeps record of lease business as lessor
Rental income of operating lease is included in the relevant asset costs or current profits and losses through the straight-line
method during every period. The larger amount of initial direct costs shall be capitalized when it is created, and shall be
included in the current profits and losses during the lease period in accordance with same basic as the confirmed amount by
stages. The other small amount of initial direct costs shall be included in the current profits and losses when it’s created. Or
rent to the actual shall be included in the current profits and losses.
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(3) Financing lease business with the Group recorded as lessee
On the beginning date of the lease, the entry value of leased asset shall be at the lower of the fair value of the leased asset
and the present value of minimum lease payment at the beginning date of the lease. Minimum lease payment shall be the
entry value of long-term accounts payable, with difference recognised as unrecognised financing expenses. In addition,
initial direct costs attributable to leased items incurred during the process of lease negotiation and signing of lease
agreement shall be included in the value of leased assets. The balance of minimum lease payment after deducting
unrecognised financing expenses shall be accounted for long-term liability and long-term liability due within one year.
Unrecognised financing expenses shall be recognised as financing expenses for the current period using effective interest
method during the leasing period. Contingent rent shall be included in profit or loss for the current period at the time it
incurred.
(4) Financing lease business with the Group recorded as lessor
On the beginning date of the lease, the entry value of lease receivable shall be the aggregate of minimum lease receivable
and initial direct costs at the beginning date of the lease. The unsecured balance shall be recorded. The aggregate of
minimum lease receivable, initial direct costs and unsecured balance and the different between their present value shall be
recognised as unrealised financing income. The balance of lease receivable after deducting unrecognised financing income
shall be accounted for long-term debt and long-term debt due within one year.
Unrecognised financing income shall be recognised as financing income for the current period using effective interest
method during the leasing period. Contingent rent shall be included in profit or loss for the current period at the time it
incurred.
27. Other significant accounting policies and accounting estimation
(1) Discontinued operation
Discontinued operation refers to the operation disposed or classified as held-for-sale by the Company and presented
separately under operation segments and financial statements, which has fulfilled one of the following criteria: ① it
represents an independent key operation or key operating region; ② it is part of the proposed disposal plan on an
independent key operation or proposed disposal in key operating region; or ③ it only establishes for acquisition of
subsidiary through disposal.
Accounting for discontinued operation is set out in note IV 12 ―classified as assets held for sale‖.
(2)Repurchase of shares
Share repurchase consideration paid and transaction costs to reduce the owner’s equity, repurchase, transfer or cancellation
of Chenming Paper’s shares, the gains or losses are not recognised.
In respect of transfer of treasury shares, the difference between the actual amount received and the carrying amount of
treasury shares shall be included in capital reserve. When insufficient to dilute, capital reserve will be offset against the
surplus reserve and retained profits. Treasury shares are cancelled at par value and by the number of shares cancelled to
reduce the share capital. The difference between the book balance and the nominal value of the treasury shares shall be
offset against the capital reserve. When insufficient to dilute, capital reserve will be offset against the surplus reserve a nd
retained profits.
(3)Assets securitization
Partial assets (―trust properties‖) of the Company are securitized. Relevant assets are operated by special purpose vehicles
on trust. The special purpose vehicles issue superior assets supporting securities to investors and the Company holds
subordinated assets supporting securities. The subordinated ones are not allowed to transfer prior to completion of
repayment of principal and interest of superior ones. As assets service provider, the Company provides assets maintenance
and normal management, determination of annual assets disposal plan, preparation and implementation of assets disposal
plan, execution of relevant assets disposal agreement and regular preparation of assets service report. In addition, as
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
liquidity supporting institution, the Company shall provide liquidity support where principal of superior assets supporting
securities aren’t paid in full, to make up shortage of interest or principal. Trust properties, after being applied to pay trust
taxes and associate expenses, are preferentially used to repay the principal and interests of superior assets supporting
securities, and the remaining trust properties after full settlement of such principal and interests are recorded as income of
subordinated assets supporting securities and vested by the Company. The Company actually keeps nearly all the risks and
rewards of trust properties, thus it doesn’t derecognize trust properties. Besides, the Company owns effective control over
special purpose vehicle which is included in consolidated financial statements.
When applying accounting policies in relation to securitization of financial assets, the Company has considered the risks and
rewards of assets transferred to other entity as well as the level of control that the Company can exercise in respect of such
entity:
- In case that the Company has transferred nearly all the risks and rewards of ownership of financial assets, the Company
derecognizes such financial assets;
- In case that the Company keeps nearly all the risks and rewards of ownership of financial assets, the Company continues to
recognize such financial assets;
- In case that the Company doesn’t transfer or keep nearly all the risks and rewards of ownership of financial assets, the
Company considers whether it owns control over such financial assets. If the Company maintains no control, it will
derecognize such assets, and recognize the rights and liabilities occurred or kept during transfer as assets or liabilities
respectively. If the Company maintains control, it will recognize such financial assets based on the continuous involvement
level in respect of such assets.
28. Changes of major accounting policies and accounting estimation
(1) Changes of accounting policy
Accounting policies changed due to the implementation of the new accounting standards.
In early 2014, the Ministry of Finance issued ―Accounting Standard for Business Enterprises No. 39 – Fair Value
Measurement‖, ―Accounting Standard for Business Enterprises No. 30 – Presentation of Financial Statements‖, ―Accounting
Standard for Business Enterprises No. 9 – Employee Benefits‖, ―Accounting Standard for Business Enterprises No. 33 –
Consolidated Financial Statements‖, ―Accounting Standard for Business Enterprises No. 40 – Joint Arrangements‖,
―Accounting Standard for Business Enterprises No. 2 – Long-term Equity Investments (as amended in 2014)‖ and
―Accounting Standard for Business Enterprises No. 41 – Disclosure of Interest in Other Entities‖ in Cai Kuai [2014] No. 6,
No. 7, No. 8, No. 10, No. 11, No. 14 and No. 16, requiring the above to be adopted among companies applying the
Standards from 1 July 2014, and encouraging entities listed overseas to early adopt the above. Furthermore, the Ministry
issued ―Accounting Standard for Business Enterprises No. 37 – Presentation of Financial Instruments (as amended in 2014)‖
(the ―Financial Instrument Presentation Standard‖) in Cai Kuai [2014] No. 23, requiring the adoption of the above standard
for accounting periods starting in or after 2014.
As resolved at the fourth meeting of the Board of the tenth session held on 24 October 2014, the Company has adopted since
the accounting period starting from 1 July 2014 the above seven new or revised standards save for Financial Instrument
Presentation Standard. Adjustments made to the items and amounts in financial statements for the half year of 2014 when
preparing the financial statement for the half year of 2015 according to transitional arrangements were set out as follows:
Amount impact on relevant financial
Changes of accounting policy and impacts on the
Standards statement dated 30 June 2014/ January to
Company
June in 2014
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Amount impact
Items Increase
+/decrease -
Accounting Prior to implementation of Accounting Standard for Financial assets
+10,478,985.77
Standards for Business Enterprises No. 2 – Long-term Equity available for sale
Business Enterprises Investments (as amended in 2014), the Company
No. 2 - Long-term recognized such equity investment where it owned
Equity no control or significant influence over the acquire
Investments(2014 and which was not quoted in active market and
Revised) whose fair value cannot be measured reliably as
long-term equity investment, and measured it at cost
method. After implementation of Accounting Long-term equity
-10,478,985.77
Standard for Business Enterprises No. 2 – investment
Long-term Equity Investments (as amended in
2014), the aforesaid kind of equity investment shall
be accounted for as financial assets available for
sale. The Company has made corresponding
accounting treatment in respect of the above
accounting policy change retrospectively.
Accounting Deferred income tax
Prior to implementation of Accounting Standard for + 1,165,792.85
Standards for assets
Business Enterprises No. 9 – Employee Benefits(as
Business Enterprises
amended in 2014), the retirement benefits were Long-term
No. 9 - Employee + 10,124,533.65
recorded in current profit or loss when occurred remuneration payables
Remuneration
actually. After implementation of Accounting Minority interest -118,494.94
Standard for Business Enterprises No. 9 – Employee
Retained profit -8,840,245.86
Benefits(as amended in 2014), retirement benefits
will be accounted for by reference to the accounting Administration
-464,746.03
policies as detailed in Note IV 21. The Company has expenses
made corresponding accounting treatment in respect Financial expenses + 292,079.35
of the above accounting policy change
Opening retained
retrospectively. -8,980,986.48
profit
(2) Changes of accounting estimate
No accounting estimate changed in reporting period
29. Major accounting judgment and estimate
The Company need make judgment, estimation and hypothesis to book value of those unaccountable items in sheet due to
inner uncertainties of operating activities in the process of using accounting policies. These judgments, estimates and
assumptions are made in line with the Company's past management experience, and in consideration of other relevant
factors. These judgments, estimates and assumptions will affect disclosure of amount of income, expenses, assets and
liabilities as well as contingent liability on the balance sheet day. However, the uncertainties in these estimates may cause
significant adjustments to book value of those asset or liability affected in the future.
The Company rechecks regularly the judgment, estimation and hypothesis based on sustainable management. As for a
change affecting only the current period, the amount shall be confirmed only in the current period; for those not only
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
affecting the current but the future, the amount shall be confirmed in the current and future period.
At the balance sheet date, the Company needs to determine amount of items of the financial statements, estimation and
hypothesis shown as the following important areas:
(1) Provision for bad debts
The Company accounts for the allowance for bad debt losses according to the receivable accounting policies. Accounts
receivable is the valuation of accounts receivable can be recovered based on. Identification of devaluation of accounts
receivable needs judgments and estimates of management level. Difference between actual results and the original estimates
impact reversal of the book value accounts receivable and accounts receivable for provision for bad debts during the
estimation was changing.
(2) Provision of inventory devaluation
According to the inventory accounting policies, the Company shall accrue inventory devaluation provision as for inventory
whose cost is higher than net realizable and those obsolete or unmarketable in accordance with the lower one in cost and net
realizable value. Write-down of inventories to net realizable value is to assess the salability and net amount of prospect
realization. Identification of inventory impairment requires management’s judgment and estimation after their obtaining
conclusive evidence and consideration of the purpose for holding inventories, events effects occurring after balance sheet
date. The difference between actual results and original estimates will affect the reversal of book value and devaluation
provision of inventories during the estimation was changing.
(3) Financial assets available for sale
In respect of impairment of available-for-sale financial assets, whether impairment loss shall be recognised in income
statement significantly depends on the judgments and assumptions of the management. While making judgments and
assumptions, the Company shall assess the excess of cost of the investee’s identifiable net assets attributable to the
investment over fair value and the duration, and financial condition and short term business outlook of the investee,
including industry situation, technical reform, credit rating, default rate and risks from counterparties.
(4) Impairment provision of non-financial non-current assets
The Company takes judge on non-current assets excluding financial assets to see whether there is any sign of possible
impairment at the balance sheet date. For those intangible assets not sure on the service life, when there is any indication of
impairment, are to be tested for impairment, too, except for impairment testing performed each year. Other financial assets
outside the non-current assets, when there are signs that its carrying amount is not recoverable, tested for impairment is
needed.
The book value of the asset or asset group is higher than that of the recoverable amount, namely fair value minus the higher
net amount between the disposal expenses and the future cash flows, which show that impairment happened.
The net amount of fair value minus the disposal expenses is confirmed by referring to sales agreement price of assets of
similar bargain or observable market price, then minus the incremental costs directly attributable to the disposal of assets.
When prospecting current value of future cash flows, we need make critical judgments for the asset (or asset group) yield,
price, related operating costs and discount rate when calculating the present value. The group shall make use of relevant
materials to estimate recoverable amount, including the predictions about the production, price and related operating costs
based on reasonable and supportable assumptions.
(5) Depreciation and amortization
For the investment real estate, fixed assets and intangible assets, the Company takes a straight-line depreciation and
amortization within service life in consideration of its residual value. The Company regularly review service life, thus
determine the depreciation and amortization amount in each reporting period. Life is determined based on past experience of
similar assets and technology update is expected. If the previous estimate changes, we will adjust depreciation and
amortization expense in future periods.
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
(6) The deferred income tax assets
Within the limits that it is very likely to have sufficient taxable profits to offset losses, the Company confirms deferred
income tax assets using all unused tax losses. This requires the management to use a lot of judgment to estimate the time and
amount of future taxable profits, combined with the tax planning strategy, thus confirm the amount of deferred income tax
assets.
(7) The income tax
During ordinary course of business, uncertainty exists in final tax treatment and calculation of a part of trading. Whether
part of the project is in pre tax expenses requires approval of tax authorities. If the final confirmation of these tax matters
differs from an initial estimate, the difference will affect current income tax and deferred income tax during the final period.
(8)Retirement benefits
Expenses and expenditures regarding to retirement benefits are determined based on various assumptions including discount
rate, average medical care expense growth rate, growth rate of retirement subsidy and other factors. Difference between
actual results and assumption will be recognised immediately upon occurrence and recorded in expense for the year.
Although management believes that reasonable assumption has been adopted, actual results and change of assumption
conditions would affect balance of expenses and liabilities regarding to retirement benefits.
(9) Accrual liabilities
The Company estimates and accrues corresponding provision for product quality guarantee, expected contract loss, penalty
for late delivery and others in accordance with terms of the contract, existing knowledge and experience. When such
contingencies has formed a present obligation, and the performance of the current obligation is likely to lead to the outflow
of economic benefits of the Company, the Company recognizes the best estimate of required expense when performing
current obligation as accrual liability. The recognition and measurement of debt is largely dependent on the judgment of
management. In the process of judgment the Company needs to assess the contingent risks, uncertainties and money and the
time value and other factors.
V. Taxation
Main tax and tax rate
Type Tax rate
Output tax calculated based on 17% of the taxable income, calculated and paid
VAT
the VAT on the difference after deducted deductible current input tax
Operation tax Calculated and paid on 5% of the taxable operation amount
City maintaining & construction tax Calculated and paid on 7% of the turnover tax actually paid
Education surcharge Calculated and paid on 3% of the turnover tax actually paid
Local education surcharge Calculated and paid on 2% of the turnover tax actually paid
Calculated and paid on 25% of the taxable income amount and tax by the levy
Corporation income tax *
rate
* Note: The Company and subsidiaries exercise rate of 25% in 2015, except Shenzhen New Yongtong Dongxiao Vehicle
Inspection Co., Ltd., which has taxed on levy rate.
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
VI. Enterprise consolidation and consolidated financial statements
Unless otherwise stated, the follow notes (including the items of financial statement of the Company), year-begin refers to
31st December 2014 while period-end refers to 30th June 2015.
1. Monetary fund
Item Closing balance Balance at year-begin
Stock cash 131,222.54 84,813.57
Bank deposits: 131,123,621.93 79,960,856.08
Other monetary capital -- --
Total 131,254,844.47 80,045,669.65
2. Accounts receivable
(1) Accounts receivable by category
Closing balance
Types Book balance Bad debt reserve
Book value
Amount Ratio (%) Amount Accrual ratio (%)
Account receivable with single
significant amount and withdrawal bad 22,512,414.52 43.25 22,512,414.52 100.00 -- -
debt provision separately
Receivables with bad debt provision
4,866,303.50 9.35 763,800.70 15.70 4,102,502.80
accrual by credit portfolio
Accounts with single significant amount
and bad debts provision accrued 24,674,068.64 47.40 24,674,068.64 100.00 --
individually
Total 52,052,786.66 100.00 47,950,283.86 92.12 4,102,502.80
(Cont.)
Balance at year-begin
Types
Book balance Bad debt reserve
Book value
Amount Ratio (%) Amount Accrual ratio (%)
Account receivable with single
significant amount and withdrawal bad 22,512,414.52 45.65 22,512,414.52 100.00 -- -
debt provision separately
Receivables with bad debt provision
2,137,058.59 4.33 763,800.70 35.74 1,373,257.89
accrual by credit portfolio
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Balance at year-begin
Types
Book balance Bad debt reserve
Book value
Amount Ratio (%) Amount Accrual ratio (%)
Accounts with single significant amount
and bad debts provision accrued 24,674,068.64 50.02 24,674,068.64 100.00 --
individually
Total 49,323,541.75 100.00 47,950,283.86 97.22 1,373,257.89
①Account receivable with single significant amount and withdrawal bad debt provision separately at period end
Closing balance
Account receivable(units) Account Accrual
Bad debt
Reasons
receivable ratio
reserve
Shenzhen Jinlu Industry and Trade Co., 9,846,607.00 9,846,607.00 100.00 Has greater uncertainty in
Ltd. collection
Guangdong Zhanjiang Sanxing Auto Not expected to collected due to
4,060,329.44 4,060,329.44 100.00
Service Co., Ltd. long account age
Wang Changlong Not expected to collected due to
2,380,760.40 2,380,760.40 100.00
long account age
Huizhou Jiandacheng Daoqiao
2,021,657.70 2,021,657.70 100.00 Unlikely to collected
Engineering Company
Jiangling Automobile Factory Not expected to collected due to
1,191,059.98 1,191,059.98 100.00
long account age
Yangjiang Auto Trade Co., Ltd. Not expected to collected due to
1,150,000.00 1,150,000.00 100.00
long account age
Guangdong Materials Group Corp. 1,862,000.00 1,862,000.00 100.00 Not expected to collected due to
long account age
Total 22,512,414.52 22,512,414.52 100.00 —
②Account receivable provided for bad debt reserve under aging analysis method in the groups
Closing balance
Age
Account receivable Bad debt reserve Accrual ratio (%)
Within 1 year 3,258,301.50 -- --
1-2 years -- -- --
2-3 years 134,001.00 26,800.20 20.00
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Closing balance
Age
Account receivable Bad debt reserve Accrual ratio (%)
Over 3 years 1,474,001.00 737,000.50 50.00
Total 4,866,303.50 763,800.70 15.70
(2) Bad debt provision accrual collected or switch back
Bad debt provision accrual was 0 Yuan; the amount collected or switches back amounting to 0 Yuan.
(3) Top 5 receivables at ending balance by arrears party
Proportion
in total
Relationship with
Name of the company Amount Terms account
the Company
receivables
(%)
Shenzhen Jinlu Industry and Trade Co., Ltd. Non-related party 9,846,607.00 Over 3 years 18.92
Guangdong Zhanjiang Sanxing Auto Service Co., Ltd. Non-related party 4,060,329.44 Over 3 years 7.80
Wang Changlong Non-related party 2,380,760.40 Over 3 years 4.57
Huizhou Jiandacheng Daoqiao Engineering Company Non-related party 2,021,657.70 Over 3 years 3.88
Guangdong Materials Group Corp. Non-related party 1,862,000.00 Over 3 years 3.58
Total 20,171,354.54 38.75
(4) Account receivable derecognition due to financial assets transfer
The Company has no account receivable derecognition due to financial assets transfer in the Period
(5) Assets and liabilities resulted by account receivable transfer and continues involvement
The Company has no assets and liabilities resulted by account receivable transfer and continues involvement in the Period
3. Advance payment
(1) advance payment by age
Closing balance Balance at year-begin
Age
Amount Ratio (%) Amount Ratio (%)
within one year 9,398,652.43 92.42 6,384,573.51 91.45
1-2 years 761,065.42 7.48 586,865.42 8.41
2-3 years -- -- -- --
Over 3 years 9,963.94 0.10 9,963.94 0.14
Total 10,169,681.79 100.00 6,981,402.87 100.00
(2) Top 5 advance payment at ending balance by prepayment object
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Total year-end balance of top five advance payment by prepayment object amounting to 9,852,428.22 Yuan, takes 96.88
percent of the total advance payment at year-end.
4. Other accounts receivable
(1) Other accounts receivable by category
Closing balance
Category Book balance Bad debt reserve
Book value
Amount Ratio (%) Amount Accrual ratio (%)
Other account receivable with single
significant amount and withdrawal bad 39,166,619.18 63.69 39,166,619.18 100.00 --
debt provision separately
Other receivables with bad debt
11,651,823.44 18.95 3,449,471.01 29.60 8,202,352.43
provision accrual by credit portfolio
Other accounts with single significant
amount and bad debts provision accrued 10,675,308.95 17.36 10,675,308.95 100.00 --
individually
Total 61,493,751.57 100.00 53,291,399.14 86.66 8,202,352.43
(Cont.)
Balance at year-begin
Category Book balance Bad debt reserve
Book value
Amount Ratio (%) Amount Accrual ratio (%)
Other account receivable with single
significant amount and withdrawal bad 39,166,619.18 64.00 39,166,619.18 100.00 --
debt provision separately
Other receivables with bad debt
11,354,470.45 18.55 3,449,471.01 30.38 7,904,999.44
provision accrual by credit portfolio
Other accounts with single significant
amount and bad debts provision accrued 10,675,308.95 17.45 10,675,308.95 100.00 --
individually
Total 61,196,398.58 100.00 53,291,399.14 87.08 7,904,999.44
①Other receivable with single significant amount and withdrawal bad debt provision separately at end of period
Account receivable(units) Closing balance
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Account Bad debt Accrua
Reasons
l ratio
receivable reserve
Zhongqi South China Auto Sales The company has revoked, and
9,832,956.37 9,832,956.37 100.00
Company estimated of uncollectible amount
South Industry & TRADE Shenzhen The company has revoked, and
7,359,060.75 7,359,060.75 100.00
Industrial Company estimated of uncollectible amount
Win a lawsuit, no executable assets
5,000,000.00 5,000,000.00 100.00
Shenzhen Zhonghao (Group) Co., Ltd. from adversary
Gold Beili Electrical Appliances Not expected to collected due to long
2,706,983.51 2,706,983.51 100.00
Company account age
The company has revoked, and
2,418,512.90 2,418,512.90 100.00
Shenzhen Xingtai Trade Co., Ltd. estimated of uncollectible amount
Shenzhen Petrochemical Group 1,889,129.04 1,889,129.04 100.00 Unlikely to collected
Shenzhen Tefa Huatong Package Co., The company has revoked, and
1,212,373.79 1,212,373.79 100.00
Ltd. estimated of uncollectible amount
Shenzhen Jinhe Standard Mould Co., The company has revoked, and
1,023,560.00 1,023,560.00 100.00
ltd. estimated of uncollectible amount
Heyuan Dongfeng Technology Service The enterprise has revoked, and
930,000.00 930,000.00 100.00
station estimated of uncollectible amount
Shenzhen Nuoer Electrical Co., Ltd. Not expected to collected due to long
906,024.60 906,024.60 100.00
account age
Shenzhen South Great Wall Investment Has greater uncertainty in collection
819,460.91 819,460.91 100.00
Holding Co., Ltd.
Shenzhen Xiandao New Materials The company has revoked, and
660,790.09 660,790.09 100.00
Company estimated of uncollectible amount
Shenzhen Baodong Property Not expected to collected due to long
609,773.00 609,773.00 100.00
Development Company account age
Not expected to collected due to long
Others 3,797,994.22 3,797,994.22 100.00
account age
Total 39,166,619.18 39,166,619.18 100.00
②In combination, other accounts receivable whose bad debts provision was accrued by age analysis
Age Closing balance
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Other accounts receivable Bad debt reserve Accrual ratio (%)
Within 1 year 3,777,028.86 -- --
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 11,651,823.44 3,449,471.01 29.60
(2) Bad debt provision accrual collected or switch back
Bad debt provision accrual was 0 Yuan; the amount collected or switches back amounting to 0 Yuan.
(3) Top 5 other receivables at ending balance by arrears party
Ending Ratio in total ending balance Ending balance of
Company Nature Age
balance of other receivables (%) bad bet provision
Zhongqi South China Auto Intercourse 9,832,956.37 Over 3
funds 15.99 9,832,956.37
Sales Company years
South Industry & TRADE Intercourse 7,359,060.75 Over 3
funds 11.97 7,359,060.75
Shenzhen Industrial Company years
Shenzhen Zhonghao (Group) Intercourse Over 3
funds 5,000,000.00 8.13 5,000,000.00
Co., Ltd. years
Shenzhen Kaifeng Special Intercourse Over 3
funds 4,413,728.50 7.18 2,206,864.25
Vehicles Industry Co., Ltd. years
Jinbeili Home Appliance Intercourse Over 3
funds 2,706,983.51 4.40 2,706,983.51
Company years
Total 29,312,729.13 47.67 27,105,864.88
(4) Classification of other receivables by nature
Nature Closing balance Balance at year-begin
Intercourse accounts of related units
4,851,396.97 4,803,420.77
receivable
Other intercourse 56,642,354.6 56,392,977.81
Total 61,493,751.57 61,196,398.58
5. Inventory
(1) Inventory classification
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Closing balance
Item Depreciation
Book balance Book value
reserve
Raw materials 15,132,475.32 14,771,812.17 360,663.15
Low value consumable 3,792.99 -- 3,792.99
Stock products 21,944,055.13 13,918,344.12 8,025,711.01
Total 37,080,323.44 28,690,156.29 8,390,167.15
(Cont.)
Balance at year-begin
Item Depreciation
Book balance Book value
reserve
Raw materials 14,887,672.70 14,771,812.17 115,860.53
Low value consumable 4,053.49 -- 4,053.49
Stock 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
(2) Inventory depreciation reserve
Increase in the
Decrease in the current period
current period
Item Balance at year-begin Closing balance
Switch back or
Accrual Other Other
write-off
Raw materials 14,771,812.17 -- -- -- -- 14,771,812.17
Low value consumable -- -- -- -- --
Stock products 13,918,344.12 -- -- -- 13,918,344.12
Total 28,690,156.29 -- -- -- 28,690,156.29
(3) Accural basis for inventory depreciation reserve and reason of switch back or write-off in the year
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Reason
s of
write-o
ff for
Accrual basis for inventory impairment Reasons of switch-back for inventroy falling price inventr
Item provision
reserves oy
falling
price
reserve
s
Stock Its net realisable value is lower than cost of The inventory with depreciation reserves accrual
--
products inventory have been sell
6. Other current assets
Item Closing balance Balance at year-begin
Input tax ready for deducted 145,955.22 7,618,278.77
Non-pubic issue expense -- 1,350,000.00
Bank financial products 275,000,000.00 --
Total 275,145,955.22 8,968,278.77
7. Financial assets available for sale
(1) Particular about financial assets available for sale
Closing balance Balance at year-begin
Item Depreciation Depreciation
Book balance Book value Book balance Book value
reserves reserves
Instrument equity
18,605,225.77 8,126,240.00 10,478,985.77 18,605,225.77 8,126,240.00 10,478,985.77
available for sale:
Including: measured by
-- -- -- -- -- --
fair value
Measured by cost 18,605,225.77 8,126,240.00 10,478,985.77 18,605,225.77 8,126,240.00 10,478,985.77
Total 18,605,225.77 8,126,240.00 10,478,985.77 18,605,225.77 8,126,240.00 10,478,985.77
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深圳市特力(集团)股份有限公 2015 年半年度报告全文
(2) Financial assets available for sale measured by cost at period-end
Book balance Depreciation reserves
Increa Decre Increa Decre Ratio of
share-holding in
The invested entity
Balance at sed in ased Balance at sed in ased invested entity
Closing balance Closing balance (%)
year-begin the in the year-begin the in the
year year year year
China Pudong Development Machinery Industry 10,176,617.20
-- -- 10,176,617.20 -- -- -- -- 4.94
Co., Ltd.
Shenzhen Jingwei Industrial Co., Ltd. 4,000,000.00 -- -- 4,000,000.00 4,000,000.00 -- -- 4,000,000.00 12.50
Shenzhen (Masco) 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 Group 700,000.00 -- -- 700,000.00 700,000.00 -- -- 700,000.00 100000 shares
Shenzhen Shuntian Electrocar Technology 600,000.00
-- -- 600,000.00 600,000.00 -- -- 600,000.00 11.10
Development Co., Ltd.
Shenzhen Jinhe Standard Mould Co., ltd. 453,440.00 -- -- 453,440.00 453,440.00 -- -- 453,440.00 15.00
Shenzhen China Auto Training Center 600,000.00 -- -- 600,000.00 600,000.00 -- -- 600,000.00 6.25
Dratini 162,000.00 -- -- 162,000.00 162,000.00 -- -- 162,000.00 6.25
Shenzhen Bisike Machinery Transport Co., Ltd. 302,368.57 -- -- 302,368.57 -- -- -- -- 7.50
Rishen International Co., Ltd. 145,800.00 -- -- 145,800.00 145,800.00 -- -- 145,800.00 7.50
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深圳市特力(集团)股份有限公 2015 年半年度报告全文
Shenzhen New Yongtong Dongxiao Auto Service --
-- -- -- -- -- -- -- 18.00
Co., Ltd.
Total 18,605,225.77 -- -- 18,605,225.77 8,126,240.00 -- -- 8,126,240.00 —
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
(3) Changes of impairment in Year
Instrument
Instrument equity
Type liabilities Total
available for sale
available for sale
Balance of impairment accrual at year-begin 8,126,240.00 -- 8,126,240.00
Accrual -- -- --
Including: transfer-in from other comprehensive
income -- -- --
Decreased in the year -- -- --
Including: switch back due to fair value rebound at
period-end -- -- --
Balance of impairment accrual at year-end 8,126,240.00 -- 8,126,240.00
8. Held-to-maturity investment
(1) Held-to-maturity investment
Closing balance Balance at year-begin
Item Depreciation Depreciation
Book balance Book value Book balance Book value
reserves reserves
Treasury 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 account receivable
(1) Long-term account receivable
Closing balance Balance at year-begin Range
of
Item Depreciation Book Depreciation Book
Book balance Book balance discount
reserves value reserves value
rate
Other:
Essentially constitute a
long-term equity for net 2,179,203.68 2,179,203.68 - 2,179,203.68 2,179,203.68 -
investment of invested company
Including: Shenzhen Tellus
2,179,203.68 2,179,203.68 - 2,179,203.68 2,179,203.68 -
Auto Service Chain Co., Ltd. *
Total 2,179,203.68 2,179,203.68 - 2,179,203.68 2,179,203.68 -
* Notes: the Company is an associate of the Company, thus the non-operating receivables by the Company substantially
constitute net investments in investee. Till the end of this reporting period, the total liabilities exceeded total assets, and
owners’ equity was negative. Carrying value of the long term equity investment in the company has been less to nil. This
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
company ceased operation in this reporting period. Considering the actual conditions of this company, the Company made
bad debt provision in full for this long term receivables.
10. Long-term equity investment
+,-
Balance at Addition Capita Other
The invested entity Investment gains Other
al l comprehensi
year-begin recognized under equity
investme reducti ve income
equity change
nt on adjustment
I. Joint venture
Shenzhen Tellus Jimeng Investment Co., Ltd 59,717,642.94 -- -- 124,700.30 -- --
Shenzhen Tellus Hang Investment Co., Ltd. 9,313,071.40 -- -- 401,620.03 -- --
Subtotal 69,030,714.34 -- -- 526,320.33 -- --
II. Associated enterprise
Shenzhen Xinglong Machinery Mould Co.,
-- -- -- -- --
Ltd. 15,878,254.74
Shenzhen Tellus Auto Service Chain Co.,
-- -- -- -- --
Ltd. --
Shenzhen Zung Fu Tellus Auto Service Co.,
-- -- 105,010.05 -- --
Ltd. 77,212,637.60
Shenzhen Auto Industry Imp& Exp Co., Ltd. 8,273,939.33 -- -- -84,832.32 -- --
Shenzhen Dongfeng Auto Co., Ltd. 40,183,926.36 -- -- -15,600.76 -- --
Shenzhen New Yongtong Technology Co.,
-- -- 2,009.21 -- --
Ltd. 522,733.17
Shenzhen New Yongtong Oil Pump
-- -- -- -- --
Environment Protection Co., Ltd. 127,836.59
Shenzhen New Yongtong Consultant Co.,
-- -- -- -- --
Ltd. 41,556.83
Shenzhen New Yongtong Auto Service Co.,
-- -- -63,173.94 -- --
Ltd. 126,503.43
Shenzhen Xinyongtong Dongxiao Auto
-- -- -- -- -- --
Parts Sales Co., LTd.
Shenzhen Yongtong Xinda Inspection
-- -- -- -- -- --
Equipment Co., Ltd.
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
+,-
Balance at Addition Capita Other
The invested entity Investment gains Other
al l comprehensi
year-begin recognized under equity
investme reducti ve income
equity change
nt on adjustment
Hunan Changyang Industrial Co., Ltd. * ① 1,810,540.70 -- -- -- -- --
Shenzhen Jiecheng Electronic Co., Ltd*① 3,225,000.00 -- -- -- -- --
Shenzhen Xiandao New Material Co., Ltd.*
-- -- -- -- --
① 4,751,621.62
China Auto Industrial Shenzhen Trading
-- -- -- -- --
Company*① 400,000.00
Shenzhen General Standard Co., Ltd.*① 500,000.00 -- -- -- -- --
Shenzhen Huoju Spark Plug Industry Co.,
-- -- -- -- --
Ltd. 17,849.20
Zhongqi South China Auto Sales Company*
-- -- -- -- --
① 2,250,000.00
Shenzhen Bailiyuan Power Supply Co., Ltd*
-- -- -- -- --
① 1,320,000.00
Shenzhen Yimin Auto Tranding Co., Ltd.*
-- -- -- -- --
① 200,001.10
Subtotal 156,842,400.67 -- -- -56,587.76 -- --
III. Other equity investment
Shenzhen hanli Hi-Tech Ceramics Co.,
-- -- -- -- --
Ltd.*② 1,956,000.00
South Auto Maintenance Center*② 6,700,000.00 -- -- -- -- --
Subtotal 8,656,000.00 -- -- -- -- --
Total 234,529,115.01 -- -- 469,732.57 -- --
(Cont.)
+,-
Depreciation
The invested entity Cash dividend or
Impairmen Ot Closing balance reservesClosing
profit announced
t accrual
to issued her balance
I. Joint venture
111
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Shenzhen Tellus Jimeng Investment Co., Ltd -- -- -- 59,842,343.24 --
Shenzhen Tellus Hang Investment Co., Ltd. -- -- -- 9,714,691.43 --
Subtotal -- -- -- 69,557,034.67 --
II. Associated enterprise
Shenzhen Xinglong Machinery Mould Co., Ltd. -- -- -- 15,878,254.74 --
Shenzhen Tellus Auto Service Chain Co., Ltd. -- -- -- -- --
Shenzhen Zung Fu Tellus Auto Service Co., Ltd. -- -- -- 77,317,647.65 --
Shenzhen Auto Industry Imp& Exp Co., Ltd. -- -- -- 8,189,107.01 --
Shenzhen Dongfeng Auto Co., Ltd. -- -- -- 40,168,325.60 --
Shenzhen New Yongtong Technology Co., Ltd. -- -- -- 524,742.38 --
Shenzhen New Yongtong Oil Pump Environment
Protection Co., Ltd. -- -- -- 127,836.59 127,836.59
Shenzhen New Yongtong Consultant Co., Ltd. -- -- -- 41,556.83 --
Shenzhen New Yongtong Auto Service Co., Ltd. -- -- -- 63,329.49 --
Shenzhen Xinyongtong Dongxiao Auto Parts Sales
Co., LTd. -- -- -- -- --
Shenzhen Yongtong Xinda Inspection Equipment Co.,
Ltd. -- -- -- -- --
Hunan Changyang Industrial Co., Ltd. * ① -- -- -- 1,810,540.70 1,810,540.70
Shenzhen Jiecheng Electronic Co., Ltd*① -- -- -- 3,225,000.00 3,225,000.00
Shenzhen Xiandao New Material Co., Ltd.*① -- -- -- 4,751,621.62 4,751,621.62
China Auto Industrial Shenzhen Trading Company*
① -- -- -- 400,000.00 400,000.00
Shenzhen General Standard Co., Ltd.*① -- -- -- 500,000.00 500,000.00
Shenzhen Huoju Spark Plug Industry Co., Ltd. -- -- -- 17,849.20 17,849.20
Zhongqi South China Auto Sales Company*① -- -- -- 2,250,000.00 2,250,000.00
Shenzhen Bailiyuan Power Supply Co., Ltd*① -- -- -- 1,320,000.00 1,320,000.00
Shenzhen Yimin Auto Tranding Co., Ltd.*① -- -- -- 200,001.10 200,001.10
Subtotal -- -- -- 156,785,812.91 14,602,849.21
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
III. Other equity investment
Shenzhen hanli Hi-Tech Ceramics Co., Ltd.*② -- -- -- 1,956,000.00 1,956,000.00
South Auto Maintenance Center*② -- -- -- 6,700,000.00 6,700,000.00
Subtotal -- -- -- 8,656,000.00 8,656,000.00
Total -- -- -- 234,998,847.58 23,258,849.21
Note: *①Industry and commerce registration of the enterprise have been revoked, thelong-term equity investment for the
above mentioned enterprise have accrual for depreciation reseves in total.
Note: more details of *②Other equity investment can be seen in Note VIII-1 ―Equity of subsidiaries‖.
11. Investment real estate
(1) Investment real estate measured at cost
House and Land use Construction in
Item building right process Total
I. original book value
159,169,717.
1.Balance at year-begin 159,169,717.60 -- --
60
2.Increase in the current period 1,700,938.91 -- -- 1,700,938.91
(1)pay the land price 1,700,938.91 -- -- 1,700,938.91
3.Decrease in the current period -- -- -- --
(1) disposal -- -- -- --
160,870,656.
4.Closing balance 160,870,656.51 -- --
51
II. Accumulated depreciation and accumulated
amortization
74,085,971.8
1.Balance at year-begin 74,085,971.88 -- --
8
2.Increase in the current period 2,335,573.31 -- -- 2,335,573.31
(1) accrual or amortization 2,335,573.31 -- -- 2,335,573.31
3.Decrease in the current period -- -- -- --
(1) disposal -- -- -- --
76,421,545.1
4.Closing balance 76,421,545.19 -- --
9
III.Depreciation reserves
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
House and Land use Construction in
Item building right process Total
1.Balance at year-begin -- -- -- --
2.Increase in the current period -- -- -- --
(1) accrual -- -- -- --
3.Decrease in the current period -- -- -- --
(1) disposal -- -- -- --
4.Closing balance -- -- -- --
IV. Book value
84,449,111.3
1. Ending Book value 84,449,111.32 -- --
2
85,083,745.7
2. Book value at year-begin 85,083,745.72 -- --
2
(2) The Company had no investment real estate with restriction in ownership end as 30 June 2015.
114
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
12. Fixed assets
(1) Fixed assets
Machinery Transportation Office and other Renovation costs of
Item Housing buildings Electronic equipment Total
equipment equipment
equipmetn self-owned housing
I. original book value
1.Balance at year-begin 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
2.Increase in the current period -- 757,500.00 342,177.31 200,654.50 35,143.51 -- 1,335,475.32
(1) Purchase -- 757,500.00 342,177.31 200,654.50 35,143.51 -- 1,335,475.32
3.Decrease in the current period -- 2,650,961.30 406,483.22 -- -- -- 3,057,444.52
(1) disposal or scrapping -- 2,650,961.30 406,483.22 -- -- -- 3,057,444.52
4、Closing balance 271,582,729.60 18,309,727.34 6,168,175.90 11,766,695.78 4,214,414.74 3,056,469.95 315,098,213.31
II. Accumulated depreciation
1.Balance at year-begin 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
2.Increase in the current period 3,582,119.56 116,977.04 240,107.70 263,908.30 44,841.99 280.02 4,248,234.61
(1) accrual 3,582,119.56 116,977.04 240,107.70 263,908.30 44,841.99 280.02 4,248,234.61
3.Decrease in the current period -- 2,557,260.14 201,209.25 -- -- -- 2,758,469.39
(1) disposal or scrapping -- 2,557,260.14 201,209.25 -- -- -- 2,758,469.39
4.Closing balance 136,464,036.07 13,525,514.96 4,186,250.74 9,181,054.27 3,761,616.84 2,765,811.06 169,884,283.94
III. Depreciation reserves
115
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Machinery Transportation Office and other Renovation costs of
Item Housing buildings Electronic equipment Total
equipment equipment
equipmetn self-owned housing
1.Balance at year-begin 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.Increase in the current period -- -- -- -- -- -- --
(1) accrual -- -- -- -- -- -- --
3.Decrease in the current period -- 93,701.16 -- -- -- -- 93,701.16
(1) disposal or scrapping -- 93,701.16 -- -- -- -- 93,701.16
4、Closing balance 3,555,385.70 1,552,359.79 6,165.00 17,984.71 69,562.98 281,382.73 5,482,840.91
IV. Book value
1. Ending Book value 131,563,307.83 3,231,852.59 1,975,760.16 2,567,656.80 383,234.92 9,276.16 139,731,088.46
2. Book value at year-begin 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
Note: Depreciation in this period amounting to RMB 4,248,234.6. Transfer from construction in progress to fixed assets amounting as RMB 0.00 in this year.
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
(2) Temporary idle fixed asset
The Company had no temporary idle fixed asset end as 30 June 2015.
(3) Certificate of title un-completed
Item Book value Reasons
1,152,119.70 A failure to carry out the property certificate
Shuibei Zhongtian Comprehensive Build is caused by issues rooted in history
Hostel of People North Road 5,902.41 A failure to carry out the property certificate
is caused by issues rooted in history
Songquan Apartment (mixed) 57,804.74 A failure to carry out the property certificate
is caused by issues rooted in history
Tellus Building underground parking 11,815,317.74 Parking lot is un-able to carried out the
certificate
Tellus Building transformation layer 2,154,155.12 Un-able to carried out the certificate
Trade department warehouse 111,449.17 A failure to carry out the property certificate
is caused by issues rooted in history
Warehouse 1,081,530.73 A failure to carry out the property certificate
is caused by issues rooted in history
1#,2# and 3-5/F 3# plant of Taoyuan Road 4,930,270.96 A failure to carry out the property certificate
is caused by issues rooted in history
47,823,254.66 A failure to carry out the property certificate
Yongtong Building is caused by issues rooted in history
16# Taohua Garden 2,048,730.60 A failure to carry out the property certificate
is caused by issues rooted in history
Automotive building 20,699,397.79 A failure to carry out the property certificate
is caused by issues rooted in history
First floor of Bao’an commercial-residence 1,260,089.49 A failure to carry out the property certificate
build is caused by issues rooted in history
5,912,369.07 A failure to carry out the property certificate
Nuclear Office build is caused by issues rooted in history
Total 99,052,392.18
(4) Fixed assets with restriction in ownership
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
The Company had no fixed assets with restriction in ownership end as 30 June 2015.
13. Construction in process
(1) Basic situation of construction in process
Closing balance Balance at year-begin
Depreci
Item ation Depreciation
Book balance Book value Book balance Book value
reserve reserves
s
Shuibei Jewelry 180,350,822.65 -- 180,350,822.65 122,551,469.97 -- 122,551,469.97
Building
Total 180,350,822.65 -- 180,350,822.65 122,551,469.97 -- 122,551,469.97
(2) Changes of major projects under construction
Transfer to Other
Balance at Increased in the
Name Budget fixed assets in decrease in Closing balance
year-begin year
the year the year
Shuibei Jewelry RMB 413,640,0 180,350,822.65
Building 00 122,551,469.97 57,799,352.68 -- --
Total 122,551,469.97 57,799,352.68 -- -- 180,350,822.65
(Cont.)
Interest
Proportion of project
Accumulated Including: interest capitalization
Name investment in budget Progress amount of interest capitalized amount Capital source
capitalization of the year rate of the year
(%) (%)
Shuibei Jewelry 43.60% -- 15,598,288.15 4,593,142.26 4.94%
Self-raised
Building
Total 15,598,288.15 4,593,142.26
(3) Accrual of depreciation reserves of construction in process in the Year
Up to 30 June 2015, the construction in process of the Company has no impairment evidence
14. Intangible assets
(1) Particular about intangible assets
Item Land use right Trademark right Software Total
118
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Item Land use right Trademark right Software Total
I. original book value
1.Balance at year-begin 54,284,923.80 95,800.00 659,685.00 55,040,408.80
2.Increase in the current period -- -- -- --
(1) Purchase -- -- -- --
3.Decrease in the current period -- -- -- --
(1) disposal -- -- -- --
4、Closing balance 54,284,923.80 95,800.00 659,685.00 55,040,408.80
II. accumulated amortization
1.Balance at year-begin 743,629.09 49,764.95 322,780.80 1,116,174.84
2.Increase in the current period 557,721.83 4,789.98 40,968.48 603,480.29
(1) accrual 557,721.83 4,789.98 40,968.48 603,480.29
3.Decrease in the current period -- -- -- --
(1) disposal -- -- -- --
4.Closing balance 1,301,350.92 54,554.93 363,749.28 1,719,655.13
III. Depreciation reserves
1. Balance at year-begin -- -- -- --
2. Increase in the current period -- -- -- --
(1) accrual -- -- -- --
3. Decrease in the current period -- -- -- --
(1) disposal -- -- -- --
4. Closing balance -- -- -- --
IV. Book value
1. Ending Book value 52,983,572.88 41,245.07 295,935.72 53,320,753.67
2. Book value at year-begin 53,541,294.71 46,035.05 336,904.20 53,924,233.96
Note: The amount amortized in this year accounting as RMB 603,480.29.
(2) up to 30 June 2015, the Company has no intangible assets restricte in aspct of ownership or use of rights caused by guarantee or
other reasons
(3)Up to 30 June 2015, the Company has no intangible assets with un-confirmed service life
15. Long-term deferred expense
119
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Balance at Increase in the Amortization during
Item Other decrease Closing amount
this year
year-begin current period
Decoration charge 594,606.54 157,321.67 97,545.26 -- 654,382.95
Insurance charge for
pledge from the bank and
311,264.47 -- 72,889.20 -- 238,375.27
commitment charge for
loan limit
Total 905,871.01 157,321.67 170,434.46 -- 892,758.22
16. Deferred income tax assets/ deferred income tax liabilities
(1) Details of recognized deferred income tax assets
Closing balance Balance at year-begin
Item Deductible temporary Deferred income tax Deductible Deferred income tax
difference assets temporary difference assets
Provision of assets impairment 78,585,491.56 19,646,372.90 78,585,491.56 19,646,372.90
Equity investment difference 14,844,139.31 3,711,034.83 14,844,139.31 3,711,034.83
Employee compensation(defined
4,545,505.22 1,136,376.30 4,598,254.14 1,149,563.54
benefit plans)
Un-realized transaction profit with
4,608,026.72 1,152,006.68 4,685,911.12 1,171,477.78
affiliated companies
Total 102,583,162.81 25,645,790.71 102,713,796.13 25,678,449.05
(2) Details of recognized deferred income tax liabilities
Closing balance Balance at year-begin
Item Taxable temporary Deferred income tax Taxable temporary Deferred income tax
differences liabilities differences liabilities
Depreciation of fixed assets 2,403,093.60 600,773.43 2,893,836.72 723,459.18
Total 2,403,093.60 600,773.43 2,893,836.72 723,459.18
(3)Details of unrecognized deferred income tax assets
Item Closing balance Balance at year-begin
Offset-able differences 22,626,248.64 22,631,660.03
Offset-able losses 11,507,776.67 15,101,430.98
120
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Item Closing balance Balance at year-begin
Total 34,134,025.31 37,733,091.01
(4) Offset-able losses of the unrecognized deferred income tax assets will expire the following year
Year Closing balance Balance at year-begin Note
2015 -- 8,294,521.87
2016 6,106,031.92 6,106,031.92
2017 8,304,549.12 8,117,981.88
2018 15,518,214.36 15,579,607.94
2019 14,510,021.35 22,307,580.30
2020 1,592,289.94 --
Total 46,031,106.69 60,405,723.91
17. Details of asset Impairment Provision
Decreased in the
Amount at Provision in the year Closing
Item
year-begin year Written Transferre amount
back d
103,420,886.68 -- -- --
I. bad debt provision
103,420,886.68
II. Held-to-maturity investment 20,000.00 -- -- -- 20,000.00
impairment provision
III. Inventory impairment provision 28,690,156.29 -- -- -- 28,690,156.29
IV. Long-term equity investment impairment 23,258,849.21 -- -- -- 23,258,849.21
provision
V. Fixed assets impairment provision 5,576,542.07 -- -- 93,701.16 5,482,840.91
VI. Financial assets depreciation reserves available for 8,126,240.00 -- -- -- 8,126,240.00
sale
Total 169,092,674.25 -- -- 93,701.16 168,998,973.09
18. Short-term loans
(1) Type of Short-term Loans
Item Closing balance Balance at year-begin
121
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Item Closing balance Balance at year-begin
Collateral loan -- 44,000,000.00
Guarantee loans -- 10,000,000.00
Credit loans 20,702,909.00 20,719,672.00
Total 20,702,909.00 74,719,672.00
The guarantee loans in the Period including 18,902,909.00 Yuan borrowings from parent company Shenzhen SDG Co., Ltd.,
payment term was not specified.
(2) There are no overdue loans in this report period.
19. Account payables
(1) Account payables
Item Closing balance Balance at year-begin
Account payables 21,606,693.00 22,340,922.90
Total 21,606,693.00 22,340,922.90
(2) Major account payable with over one year age
Item Closing balance Unsettled reasons
Shenzhen SDG Real Estate Co., Ltd. 6,054,855.46 Not paid from related company
Total 6,054,855.46
20. Account received in advance
(1) Account received in advance
Item Closing balance Balance at year-begin
within 1 year 4,006,520.04 9,242,967.59
1-2 years -- 34,657.64
2-3 years 34,657.64 --
Over 3 years 701,541.66 701,541.66
Total 4,742,719.34 9,979,166.89
Notes: payments in advance over three years mainly represent those by our subsidiary Shenzhen New Yongtong Automobile
Detection equipments Co., Ltd. due to that installment and commissioning of equipments have not been inspected and accepted by
clients, the payments are not carried forward accordingly.
21. Wages payable
122
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
(1) Wages payable
Balance at Decreased in the
Item Increased in the year Closing balance
year-begin year
I. Short-term compensation 16,624,460.11 23,949,049.31 27,021,512.94 13,551,996.48
II. Post-employment welfare- defined 539,724.92 2,340,696.57 2,389,954.68 490,466.81
contribution plans
III. Compensation from labor -- 768,852.00 -- 768,852.00
relationship dismissed
IV. Other welfare due within one year -- -- -- --
Total 17,164,185.03 27,058,597.88 29,411,467.62 14,811,315.29
(2) Short-term compensation
Decreased in
Item Balance at year-begin Increased in the year Closing balance
the year
1. Wages, bonuses, allowancesand
14,178,624.98 19,492,661.13 22,410,768.97 11,260,517.14
subsidies
2. Welfare for workers and staff -- 1,071,020.20 1,071,020.20 --
3. Social insurance 10,384.19 1,228,081.64 1,230,429.85 8,035.98
Including: Medical
9,312.71 1,046,641.66 1,048,989.87 6,964.50
insurance
Work injury
476.16 42,924.04 42,924.04 476.16
insurance
Maternity
595.32 138,515.94 138,515.94 595.32
insurance
4. Housing accumulation fund 2,154,037.42 1,390,390.45 1,465,722.23 2,078,705.64
5. Labor union expenditure and
281,413.52 766,895.89 843,571.69 204,737.72
personnel education expense
6. Short-term compensated
absences -- -- -- --
7. Short-term profit sharing
plan -- -- -- --
8. Other -- -- -- --
Total 16,624,460.11 23,949,049.31 27,021,512.94 13,551,996.48
(3) Defined contribution plans
Decreased in
Item Balance at year-begin Increased in the year Closing balance
the year
123
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Decreased in
Item Balance at year-begin Increased in the year Closing balance
the year
1. Basic endowment insurance 136,412.87 1,911,628.86 1,909,533.99 138,507.74
2. Unemployment insurance 1,055.26 78,764.86 78,785.65 1,034.47
3. Enterprise annuity 402,256.79 350,302.85 401,635.04 350,924.60
Total 539,724.92 2,340,696.57 2,389,954.68 490,466.81
22. Tax payable
Item Closing balance Balance at year-begin
Value-added tax 188,027.88 243,780.42
Business tax 942,436.07 835,558.77
Enterprise income tax 1,187,740.52 1,259,693.58
Individual income tax 365,756.24 79,246.30
Urban maintenance and construction tax 106,564.64 106,786.05
Property right tax 864,954.69 858,788.79
land VAT 5,362,442.05 5,362,442.05
Land use tax 185,256.12 172,536.12
Educational surtax 118,715.28 118,873.26
Other 8,417.54 17,387.93
Total 9,330,311.03 9,055,093.27
23. Other payable
(1) Classification of other payable according to nature of account
Item Closing balance Balance at year-begin
Relevance contact, borrowings and interests 67,903,902.16 65,230,936.82
Deposit and margin 18,142,947.06 16,165,861.14
Other 33,881,097.46 33,136,283.69
Total 119,927,946.68 114,533,081.65
(2) Significant other payable with over one year age
Item Closing balance Reasons of un-paid or carry-over
124
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Shenzhen SDG Co., Ltd. 62,477,486.22 Term of repayment has not been regulated by parent company
Total 62,477,486.22
24. Non-current liability due within one year
Item Closing balance Balance at year-begin
Long-term loans due within one year (Note VI. 25) 73,000,000.00 120,700,000.00
Total 73,000,000.00 120,700,000.00
25. Long-term loan
Item Closing balance Balance at year-begin
Collateral loan -- 226,297,550.55
Loan in credit 73,000,000.00 73,000,000.00
Less: long-term loans due within one year 73,000,000.00 120,700,000.00
(Note VI. 24)
Total -- 178,597,550.55
Credit borrowing refers to the borrowing of RMB73 million from Tefa Group according to the borrowing agreement entered into by
the Company and its parent company Tefa Group on 24 December 2012. The borrowings bore interest at one-year loan benchmark
interest rate issued by PBOC for the period from 24 December 2012 to 24 December 2015. As of 30 June 2015, this borrowing has
not expired yet.
26. Long-term account payable
Item Closing balance Balance at year-begin
Deposit of staff residence 3,908,848.40 3,908,848.40
Allocation for technology innovation projects 11,311.96 11,311.96
Dongfeng Motor Company 9,737,330.58 9,737,330.58
Total 13,657,490.94 13,657,490.94
27. Long-term employee payable
(1) Long-term employee payable
Item Closing balance Balance at year-begin
I. Post-employment benefit –net liability of defined 9,783,743.11 9,953,557.75
125
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Item Closing balance Balance at year-begin
benefit plans
II. Compensation from labor relationship dismissed -- --
III. Other long-term welfare -- --
Total 9,783,743.11 9,953,557.75
(2) changes of defined benefit plans
①the obligation present value of defined benefit plans
Item Jan.-Jun. 2015 Amount in 2014
I. Balance at year-begin 9,953,557.75 10,297,200.34
II. Cost of defined benefit reckoned into current 272,635.36 561,197.43
gains/losses
1. Current service cost -- --
2. Past service cost -- --
3. Settlement gains (Loss is listed with ―-‖) 、 -- --
4. Net interest 272,635.36 561,197.43
III. Cost of defined benefit reckoned into other -- --
comprehensive income
1. Actuary gains (Loss is listed with ―-‖) -- --
IV. Other changes 442,450.00 904,840.02
1. Consideration paid by settlement -- --
2. Welfare paid 442,450.00 904,840.02
V. Closing balance 9,783,743.11 9,953,557.75
②Contents of defined benefit plan and material actuary assumption and sensitive analysis relating to defined benefit plan
Our defined benefit plan relates to the present value of the future retirement benefits payables.
The major actuary assumption for calculation of present value is discount rate and death rate. Sensitive analysis on discount rate:
interest rate rises while present value declines. However, as compared to fixed assumed interest rate, adjustment to present value is
less than that to interest rate. In case that floating ratio of interest rate remains consistent, period-on-period deviation for present
value increases, while absolute deviation ratio is smaller than floating ratio of interest rate. Sensitive analysis on death rate: death rate
increases while present value decline, while the decline scope is less than the increase rate of death rate.
28. Other non-current liability
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Item Closing amount Amont at year-begin
Deferred income 12,651,834.58 32,570,237.55
Total 12,651,834.58 32,570,237.55
Notes: our deferred income refers to the rental received in advance from Shuibei Jewelry Building. The income was subsequently
measured at amortised cost at effective rate. The Company had repaid the total rental received in advance of RMB 21,391,274.26 to
Shenzhen Xingguangda Jewelry Industry Co., Ltd. and Shenzhen Jinbaifu Jewelry Co., Ltd.
29. Share capital
Increased/decreased (+,-) in the Period
Shares
Bonu convert
Balance at
Item New shares s ed Closing balance
year-begin Other Sub-total
issued share from
s public
reserve
I. Restricted shares
1. State-owned shares -- -- -- -- -- -- -- --
2. State-owned legal
person’s shares 14,587,056.00 6,000,000.00 -- -- -- -- 20,587,056.00 6.93%
3. Other domestic shares -- 71,000,000.00 -- -- -- -- 71,000,000.00 23.88%
Including: Domestic legal
person’s shares -- 71,000,000.00 -- -- -- -- 71,000,000.00 23.88%
Domestic natural person’s
shares -- -- -- -- -- -- -- --
4. Foreign shares -- -- -- -- -- -- -- --
Including: Foreign legal
person’s shares -- -- -- -- -- -- -- --
Foreign natural person’s
shares -- -- -- -- -- -- -- --
Total restricted shares 14,587,056.00 77,000,000.00 -- -- -- -- 91,587,056.00 30.81%
II. Unrestricted shares
1. RMB Ordinary shares 179,294,544.00 -- -- -- -- -- 179,294,544.00 60.31%
2. Domestically listed
foreign shares 26,400,000.00 -- -- -- -- -- 26,400,000.00 8.88%
3. Overseas listed foreign
shares -- -- -- -- -- -- -- --
4. Others -- -- -- -- -- -- -- --
Total unrestricted shares 205,694,544.00 -- -- -- -- -- 205,694,544.00 69.19%
127
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Increased/decreased (+,-) in the Period
Shares
Bonu convert
Balance at
Item New shares s ed Closing balance
year-begin Other Sub-total
issued share from
s public
reserve
III. Total shares 220,281,600.00 77,000,000.00 -- -- -- -- 297,281,600.00 100%
30. Capital reserves
Item Balance at year-begin Increased in the year Decreased in the year Closing balance
Capital premium 3,024,773.35 556,520,000.00 -- 559,544,773.35
Other capital reserve 4,647,832.16 -- -- 4,647,832.16
Total 7,672,605.51 556,520,000.00 -- 564,192,605.51
31. Surplus reserves
Item Balance at year-begin Increased in the year Decreased in the year Closing balance
Statutory surplus -- --
2,952,586.32 2,952,586.32
reserves
Total 2,952,586.32 -- -- 2,952,586.32
Notes: under the Company Law and Articles of Association, the Company made statutory surplus reserve based on 10% of net profits.
Such provision shall cease when the accumulated statutory surplus reserve achieves 50% or above of the registered capital of the
Company.
The Company may make other surplus reserve after it makes statutory surplus reserve. Once authorized, other surplus reserve can be
used to make up previous losses or increase share capital.
32. Retained profits
Item Jan.- Jun. 2015 2014
Undistributed profits at the end of last year before adjustment -39,026,529.03 -40,390,760.22
Adjust the total undistributed profits at the beginning of the year (Increase +, Decrease -) -- -8,980,986.48
Undistributed profits at the beginning of the year after adjustment -39,026,529.03 -49,371,746.70
Add: The net profits belong to shareholders of patent company of this year 7,650,356.02 10,345,217.67
Less: Withdraw statutory surplus reserves -- --
Withdraw free surplus reserves -- --
128
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Item Jan.- Jun. 2015 2014
Withdrawal of general risk provisions -- --
Common stock dividends payable -- --
Common stock dividends transferred to capital stock -- --
Retained profits at end of the period -31,376,173.01 -39,026,529.03
Notes: as required by the Accounting Standards for Business Enterprises and its relevant new provisions, the Company
retrospectively adjusted the beginning undistributed profit of RMB(8,980,986.48) for 2014. For details, please refer to Note IV 28
change of significant accounting policies and accounting estimation.
33. Operating income and cost
Jan.- Jun. 2015 Jan.- Jun. 2014
Item
Income Cost Income Cost
Main operating 154,770,195.92 115,546,491.25 225,621,469.48 193,600,770.84
Other operating 3,721,585.92 1,393,012.66 3,071,072.38 1,697,370.75
Total 158,491,781.84 116,939,503.91 228,692,541.86 195,298,141.59
34. Business tax and surcharges
Item Jan.- Jun. 2015 Jan.- Jun. 2014
Business tax 2,353,760.09 1,952,501.60
City maintenance and construction tax 311,363.21 298,572.74
Education surcharge 182,541.88 212,774.01
Total 2,847,665.18 2,463,848.35
Note: Calculation standards for business tax and surcharges found more in Note V. Taxes
35. Sales expenses
Item Jan.- Jun. 2015 Jan.- Jun. 2014
Employee compensation 5,541,658.75 5,236,572.80
Advertising and exhibition expenses 175,873.52 39,381.94
Depreciation and amortization 825,516.58 667,978.08
Office expenses 460,914.15 430,430.96
Taxes 482,719.91 489,777.87
Utilities 178,593.29 145,209.12
129
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Item Jan.- Jun. 2015 Jan.- Jun. 2014
Transportation expenses 300,387.49 326,356.13
Business entertainment expenses 130,496.57 138,610.00
Other 1,424,259.44 1,707,705.40
Total 9,520,419.70 9,182,022.30
36. Administration expense
Item Jan.- Jun. 2015 Jan.- Jun. 2014
Employee compensation 8,373,528.93 7,993,845.17
Taxes 1,867,053.64 1,464,200.36
Office expenses 1,174,612.01 1,152,504.78
Travelling expense 382,273.10 373,744.40
Business entertainment expenses 361,500.30 438,464.00
Depreciation and amortization 783,449.14 806,349.97
Consulting and service expenses 1,440,968.87 440,772.00
Cargo transportation expenses 686,608.46 871,444.00
Conference fee 171,600.03 149,600.06
Other 1,539,321.82 2,036,348.50
Total 16,780,916.30 15,727,273.24
37. Financial expenses
Item Jan.- Jun. 2015 Jan.- Jun. 2014
Interest expenses 10,325,274.97 11,723,072.08
Less: Interest income 1,694,920.56 206,703.02
Less: interest capitalized amount 4,593,142.26 3,585,771.21
Exchange gains and losses -10.89 20,969.24
Other 492,475.91 569,675.60
Total 4,529,677.17 8,521,242.69
38. Asset impairment loss
Item Jan.- Jun. 2015 Jan.- Jun. 2014
130
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Item Jan.- Jun. 2015 Jan.- Jun. 2014
Bad debt loss -- 35,599.18
Total -- 35,599.18
39. Investment income
Item Jan.- Jun. 2015 Jan.- Jun. 2014
Income of long-term equity investment calculated based on equity 469,732.57 7,841,475.98
Investment income obtained from disposal of long-term equity investment -- --
Investment gains from financial assets measured by fair value and with its variation -- --
reckoned into current gains/losses during holding period
Investment gains from disposal of the inancial assets measured by fair value and with its -- --
variation reckoned into current gains/losses
Investment income obtained from held-to-maturity investment -- --
Investment income from holding financial assets available for sales -- --
Investment income obtained from disposal of financial assets available for sales -- --
Gains from the residual equity re-measured by fair value after controls loss -- --
Other investment income 154,657.53 --
Total 624,390.10 7,841,475.98
40. Non-operating income
Amount reckoned
into current
Item Jan.- Jun. 2015 Jan.- Jun. 2014
non-recurring
gains/losses
Non-current assets disposal gains 17,094.02 172,812.80 17,094.02
Including: fixed assets disposal gains 17,094.02 172,812.80 17,094.02
Other 31,668.08 52,439.11 31,668.08
Total 48,762.10 225,251.91 48,762.10
41. Non-operating expenditure
Amount reckoned into
Item Jan.- Jun. 2015 Jan.- Jun. 2014 current non-recurring
gains/losses
Non-current assets disposal losses 37,300.18 -- 37,300.18
Including: fixed assets disposal losses 37,300.18 -- 37,300.18
Loss of joint liability -- -- --
131
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Amount reckoned into
Item Jan.- Jun. 2015 Jan.- Jun. 2014 current non-recurring
gains/losses
Other 17.75 2,633.01 17.75
Total 37,317.93 2,633.01 37,317.93
42. Income tax expense
(1) Statement of income tax expense
Item Jan.- Jun. 2015 Jan.- Jun. 2014
Current income tax expense 1,290,744.72 813,761.54
Deferred income tax expense -90,027.41 -96,499.15
Total 1,200,717.31 717,262.39
(2) Adjustment on accounting profit and income tax expenses
Item Jan.- Jun. 2015
Total profit 8,509,433.85
Income tax measured by statutory/applicable tax rate 2,127,358.46
Impact by different tax rate applied by subsidaies 38.58
Adjusted the previous income tax --
Impact by non-taxable revenue -132,724.33
Impact on cost, expenses and losses that unable to deducted 644,383.40
Impact by the deductible losses of the un-racognzied previous deferred income tax -1,814,487.89
The deductible temporary differences or deductible losses of the un-recognized deffered 376,149.09
income tax assets in the Period
Change of the balance of deferred income tax asstes/liabilities at period-begin resulted by tax --
rate adjustement
Income tax expense 1,200,717.31
43. Notes to statement of cash flow
(1) Other cash received in relation to operation activities
Item Jan.- Jun. 2015 Jan.- Jun. 2014
Interest income 1,694,920.56 206,703.02
Intercourse funds and other 19,396,599.63 25,553,067.65
Total 21,091,520.19 25,759,770.67
(2) Other cash paid in relation to operation activities
132
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Item Jan.- Jun. 2015 Jan.- Jun. 2014
Expenses of operation management cash paid 12,564,652.19 11,423,469.93
Intercourse funds and other 34,932,954.16 18,700,479.91
Total 47,497,606.35 30,123,949.84
(3) Cash paid related with financing activities
Item Jan.- Jun. 2015 Jan.- Jun. 2014
Cash related to the private placement 437,000.00 --
Total 437,000.00 --
44. Supplementary information to statement of cash flow
(1) Supplementary information to statement of cash flow
Supplementary information Jan.- Jun. 2015 Jan.- Jun. 2014
1. Net profit adjusted to cash flow of operation activities:
Net profit 7,308,716.54 4,811,247.00
Add: Provision of assets impairment -- 35,599.18
Depreciation of fixed assets, consumption of oil assets and depreciation of
6,583,807.92 6,519,600.24
productive biology assets
Amortization of intangible assets 603,480.29 112,419.48
Amortization of long-term deferred expenses 170,434.46 186,565.21
Loss from disposal of fixed assets, intangible assets and other long-term assets(gain
20,206.16 -172,812.80
is listed with ―-‖)
Loss of disposing fixed assets(gain is listed with ―-‖) -- --
Loss from change of fair value(gain is listed with ―-‖) -- --
Financial expenses (gain is listed with ―-‖) 5,732,121.82 8,137,300.87
Investment loss (gain is listed with ―-‖) -624,390.10 -7,841,475.98
Decrease of deferred income tax asset( (increase is listed with ―-‖) 32,658.34 10,571.30
Increase of deferred income tax liability (decrease is listed with ―-‖) -122,685.75 -123,299.77
Decrease of inventory (increase is listed with ―-‖) 39,818,859.03 19,059,705.51
Decrease of operating receivable accounts (increase is listed with ―-‖) -8,858,504.36 -11,227,860.54
Increase of operating payable accounts (decrease is listed with ―-‖) -16,801,821.65 -23,692,871.66
Other -- --
Net cash flow arising from operating activities 33,862,882.70 -4,185,311.96
2. Material investment and financing not involved in cash flow
133
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Supplementary information Jan.- Jun. 2015 Jan.- Jun. 2014
Debt transfer to capital -- --
Convertible bonds due within one year -- --
Fixed assets financing lease-in -- --
3. Net change of cash and cash equivalents:
Balance of cash at period end 131,254,844.47 55,861,580.07
Less: Balance of cash equivalent at year-begin 80,045,669.65 63,166,448.10
Add: Closing balance of cash equivalents -- --
Less: Opening balance of cash equivalents -- --
Net increasing of cash and cash equivalents 51,209,174.82 -7,304,868.03
(2) Constitution of cash and cash equivalent
Item Jan.- Jun. 2015 Jan.- Jun. 2014
I. Csah 131,254,844.47 55,861,580.07
Including: stock cash 131,222.54 146,293.44
Bank deposit available for payment at any time 131,123,621.93 55,712,194.45
Other monetary fund available for payment at any time -- 3,092.18
II. Cash equivalent -- --
Including: bond investment matured within 3 months -- --
II. Balance of cash and cash equivalent at period-end 131,254,844.47 55,861,580.07
Including: Cash and cash equivalent with restiction used by parent
-- --
company or subsidiary in the Group
45. Assets with ownership or use right restricted
Item Book value at Period-end Reason
Long-term equity investmnet 77,317,647.65 See Note IX-5-(2)
Total 77,317,647.65
46. Item of foreign currency
(1) Item of foreign currency
Closing balance of foreign
Item Rate of conversion Ending RMB balance converted
currency
Monetary fund
Including: Cash-USD 856.00 6.1136 5,233.24
Cash-HKD 534.00 0.7886 421.12
134
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
VII. Changes of consolidation range
1.Enterprise merger under the different control
The Company had no enterprise merger under the different control in Period.
2.Enterprise merger under the same control
The Company had no enterprise merger under the same control in Period.
3.Reverse purchase
The Company had no reverse purchase in Period.
4.Disposal of subsidiaries
The Company had no disposal of subsidiaries in Period.
VIII. Equity in other entity
1. Equity in subsidiary
(1) Constitute of enterprise group
Main Share-holding ratio
Registered Business
Subsidiary operation Acquired way
place nature Directly Indirectly
place
Shenzhen Tellus New Yongtong Automobile Obtained by
Service
Development Co. Ltd Shenzhen Shenzhen 100.00 -- establishment or
industry
investment
Obtained by
Shenzhen SD Tellus Property Management Service
Shenzhen Shenzhen 100.00 -- establishment or
Co., Ltd industry
investment
Obtained by
Shenzhen SD Tellus Real Estate Co., Ltd Shenzhen Shenzhen Manufacture 100.00 -- establishment or
investment
Obtained by
Shenzhen Tellus Real Estate Exchange Co. Service
Shenzhen Shenzhen 100.00 -- establishment or
Ltd industry
investment
Shenzhen New Yongtong Automobile Service Obtained by
Shenzhen Shenzhen 51.00 --
Inspection Equipment Co. Ltd industry establishment or
135
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Main Share-holding ratio
Registered Business
Subsidiary operation Acquired way
place nature Directly Indirectly
place
investment
Obtained by
Shenzhen Dongchang Yongtong Motor Service
Shenzhen Shenzhen -- 95.00 establishment or
Vehicle Detection Co., Ltd. industry
investment
Obtained by
Shenzhen New Yongtong Dongxiao Vehicle Service
Shenzhen Shenzhen -- 95.00 establishment or
Inspection Co., Ltd. industry
investment
Obtained by
Shenzhen Bao’an Shiquan Industrial Co., Ltd Shenzhen Shenzhen Commerce -- 100.00 establishment or
investment
Obtained by
Shenzhen Automobile Industry Trading
Shenzhen Shenzhen Commerce 100.00 -- establishment or
General Company
investment
Obtained by
Shenzhen SD Huari Automobile Enterprise Service
Shenzhen Shenzhen 60.00 -- establishment or
Co.Limited industry
investment
Obtained by
Service
Shenzhen Zhongtian Industrial Co., Ltd. Shenzhen Shenzhen 100.00 -- establishment or
industry
investment
Obtained by
Shenzhen Huari TOYOTA Automobile Sales
Shenzhen Shenzhen Commerce 60.00 -- establishment or
Service Co., Ltd.
investment
Obtained by
Shenzhen Huari Anxin Automobile Inspection Service
Shenzhen Shenzhen -- 60.00 establishment or
Ltd industry
investment
Obtained by
Shenzhen Automotive Industry Supply Service
Shenzhen Shenzhen -- 100.00 establishment or
Corporation industry
investment
Ceramic Obtained by
Shenzhen hanli Hi-Tech Ceramics Co., Ltd. Shenzhen Shenzhen 80.00 --
technology
136
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Main Share-holding ratio
Registered Business
Subsidiary operation Acquired way
place nature Directly Indirectly
place
establishment or
investment
Obtained by
Vehicle
South Auto Maintenance Center* Shenzhen Shenzhen -- 100.00 establishment or
maintenance
investment
Notes: the operation terms of Shenzhen Hanligao Technical Ceramics Company was form 21 September 1993 to 21 September 1998,
and 12 July 1994 to 11 July 2002 for Shenzhen South Auto Maintenance and Repair Center. These two companies had been
deregistered for failure to participate in annual business and commercial inspection since they ceased operation for years. The
Company was not able to exercise effective control on these companies which were not included in our consolidated financial
statements. Carrying value of our investments in these companies which actually constituted net investments was nil.
(2) Important non-wholly-owned subsidiary
Dividend
Gains/losses announced to
Share-holding ratio Ending equity of
Subsidiary attributable to distribute for
of minority (%) minority
minority in the Period minority in the
Period
Shenzhen Huari Toyota Automobile Co. Ltd 40% -384,637.38 -- -3,772,080.20
Shenzhen SD Huari Automobile Enterprise
40% -225,588.36 -- 13,094,628.34
Co.Limited
(3) Main finance of the important non-wholly-owned subsidiary
Closing balance
Subsidiary Non-current Non-current
Current assets Total assets Current liability Total liability
assets liability
Shenzhen Huari Toyota
25,099,608.16 1,458,074.48 26,557,682.64 35,987,883.14 -- 35,987,883.14
Automobile Co. Ltd
Shenzhen SD Huari
Automobile Enterprise 36,186,448.81 34,736,701.16 70,923,149.97 37,485,468.64 701,110.48 38,186,579.12
Co.Limited
(3)Material limits on using group assets or discharging group debts
There is no material limit on using group assets or discharging group debts by our subsidiaries.
2. Transactions leading to change of owner’s equity while not resulting in loss of control in subsidiary
There is no transaction by the Company leading to change of owner’s equity while not resulting in loss of control in subsidiary.
137
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
3. Equity in joint venture and cooperative enterprise
(1) Important cooperative enterprise
Share-holding ratio (%) Accounting
treatment on
Main
Registered investment for joint
Name operation Business nature
place Directly Indirectly venture and
place
cooperative
enterprise
Affiliation
Shenzhen Zung Fu Tellus Auto
Shenzhen Shenzhen Sales and maintain of Benz 35.00 -- Equity method
Service Co., Ltd.
Shenzhen Dongfeng Auto Co., Auto manufacture and
Shenzhen Shenzhen -- 25.00 Equity method
Ltd. maintain
Joint venture
Investment in industry and
Shenzhen Tellus Jimeng
Shenzhen Shenzhen property management and 50.00 -- Equity method
Investment Co., Ltd
leasing
(2) Main financial information of the important joint venture
2015-6-30 / Jan.- Jun. 2015 2014-6-30 / Jan.- Jun. 2014
Shenzhen
Item Shenzhen Zung Fu Tellus Shenzhen Zung Fu Tellus Shenzhen Dongfeng
Dongfeng Auto
Auto Service Co., Ltd. Auto Service Co., Ltd. Auto Co., Ltd.
Co., Ltd.
Current assets 305,041,849.50 343,158,823.01
312,304,427.00 455,215,900.97
Non -current assets 26,813,817.56 198,877,256.56
35,303,675.00 197,175,553.60
Total assets 331,855,667.06 542,036,079.57
347,608,102.00 652,391,454.57
Current liabilities 108,721,936.57 386,337,406.24
127,000,566.00 439,039,200.65
Non –current liabilities -- --
-- 57,687,321.71
Total liabilities 108,721,936.57 386,337,406.24
127,000,566.00 496,726,522.36
Minority shareholders’ equity -- -4,584,966.42
-- -5,070,773.24
Attributable to parent company
223,133,730.49 160,283,639.75
shareholders’ equity 220,607,536.00 160,735,705.45
Share of net assets calculated by 78,096,805.67 40,070,909.94
77,212,637.60 40,183,926.36
138
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2015-6-30 / Jan.- Jun. 2015 2014-6-30 / Jan.- Jun. 2014
Shenzhen
Item Shenzhen Zung Fu Tellus Shenzhen Zung Fu Tellus Shenzhen Dongfeng
Dongfeng Auto
Auto Service Co., Ltd. Auto Service Co., Ltd. Auto Co., Ltd.
Co., Ltd.
shareholding ratio
Adjustment items -- -- -- --
--Goodwill -- -- -- --
--Unrealized profit of internal
-- -- -- --
trading
—Other -779,158.02 97,415.66
-- --
Book value of equity investment
77,317,647.65 40,168,325.60
in joint ventures 77,212,637.60 40,183,926.36
Fair value of the equtiy
incestment of affiliation with -- -- -- --
public offers concerned
Operation income 334,504,859.40 158,949,383.31 706,759,017.70 104,332,338.01
Net profit 300,028.70 330,374.34 18,521,442.74 6,013,464.08
Net profit of the termination of
-- -- -- --
operation
Other comprehensive income -- -- -- --
Total comprehensive income 300,028.70 330,374.34 18,521,442.74 6,113,479.96
Dividends received from
-- -- -- --
affiliation in the year
(3) Main financial information of the important cooperative enterprise
Shenzhen Tellus Jimeng Investment Co., Ltd
Item
2015-6-30 / Jan.- Jun. 2015 2014-6-30 / Jan.- Jun. 2014
Current assets
20,195,989.69 28,159,623.29
Including: cash and cash equivalents
17,968,129.05 19,987,349.61
Non -current assets
257,537,458.25 199,171,630.91
Total assets
277,733,447.94 227,331,254.20
139
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Shenzhen Tellus Jimeng Investment Co., Ltd
Item
2015-6-30 / Jan.- Jun. 2015 2014-6-30 / Jan.- Jun. 2014
Current liabilities
15,898,761.46 17,815,968.34
Non –current liabilities
142,150,000.00 90,080,000.00
Total liabilities
158,048,761.46 107,895,968.34
Minority shareholders’ equity
-- --
Attributable to parent company shareholders’
119,684,686.48 119,435,285.86
equity
Share of net assets calculated by shareholding
59,842,343.24 59,717,642.94
ratio
Adjustment items
-- --
--Goodwill
-- --
--Unrealized profit of internal trading
-- --
—Other -- --
Book value of equity investment in joint ventures
59,842,343.24 59,717,642.94
Fair value of the equtiy incestment of joint
ventures with public offers concerned
Operation income
-- --
Financial expense
-249,400.62 -3,990.60
Income tax expense
-- --
Net profit
249,400.62 1,994.02
Net profit of the termination of operation
-- --
Other comprehensive income
-- --
Total comprehensive income
249,400.62 1,994.02
Dividends received from joint venture in the year
-- --
140
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
(4)summary financial informantion of not important joint venture and cooperative enterprise
Item 2015-6-30 / Jan.- Jun. 2015 2014-6-30 / Jan.- Jun. 2014
Joint ventures:
Total investment of book value 9,714,691.43 9,313,071.40
Total amount of the follow items calculated by
401,620.03 257,884.42
share-holding ratio
—net profit 401,620.03 257,884.42
—Other comprehensive income -- --
—Total comprehensive income 401,620.03 257,884.42
affiliation:
Total investment of book value 39,299,839.66 24,842,987.50
Total amount of the follow items calculated by
-145,997.05 1,199,836.13
share-holding ratio
—net profit -145,997.05 1,199,836.13
—Other comprehensive income -- --
—Total comprehensive income -145,997.05 1,199,836.13
(5)Excess deficit from joint venture or affiliated business
Cumulative losses Losses of last year Cumulative losses
Name un-recognized in un-recognized (or net profit un-recognized at current
last year shares in the Year ) period-end
Shenzhen Tellus Auto Service Chain Co., Ltd. 95,013.99 333.62 95,347.61
Shenzhen New Yongtong Dongxiao Auto Service 46,912.77 188,284.33 235,197.10
Co., Ltd.
Shenzhen Yongtong Xinda Inspection Equipment 213,433.08 300,924.41 514,357.49
Co., Ltd.
4. Imporant co-management
No co-management in the Peirod
141
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
IX. Related party and related transactions
1. Parent company of the enterprise
Regist Share-holding ratio
Registered Voting right ratio on the
Parent company ration Business nature on the enterprise for
capital enterprise (%)
place parent company (%)
Development and
operation of real
Shenz
Shenzhen SDG Co., Ltd. estate and 1,582,820,000 51.09 51.09
hen
domestic
commerce
Note: Ultimate controller of the Company is SASAC of Shenzhen.
2. Subsidiary of the Company
Found more in Note VIII. 1: Equity of subsidiary
3. Details of joint-venture and affiliated enterprise of the Company
Found more in Note VI. 10
4. Particulars about other related parties
Other related parties Relationship
Shenzhen SDG Swan Industrial Company Ltd. Subsidiary of parent company
Shenzhen Machinery Equipment Imp & Exp. Company Subsidiary of parent company
Shenzhen SDG Real Estate Co., Ltd. Subsidiary of parent company
Hong Kong Yujia Investment Co, Ltd. Subsidiary of parent company
Shenzhen Tellus Real Estate Yueyang Co., Subsidiary of parent company
Shenzhen SDG Development Center Construction Subsidiary of parent company
Supervision Co., Ltd.
Shenzhen Tellus Yangchun Real Estate Co., Ltd. Subsidiary of parent company
Shenzhen Longgang Tellus Real Estate Co., Ltd. Subsidiary of parent company
5. Related transaction
(1) Related lease
As a lessor for the Company
Lease income in Lease income in
Lessee Assets type recognized in Jan.- Jun. recognized in Jan.- Jun.
2015 2014
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Shenzhen Zung Fu Tellus Auto Service Co., Ltd. House leasing 2,650,000.00 2,575,000.02
Shenzhen New Yongtong Automobile Services Co., Ltd. House leasing 192,639.00 188,958.00
Shenzhen New Yongtong Dongxiao Auto Service Co., Ltd. House leasing 141,300.00 138,600.00
(2) The Company serves as guarantor
The Company entered into pledge contract with Renfu Auto Management (Shenzhen) Co., Ltd. (hereinafter referred to as Renfu
Shenzhen), pursuant to which, during the period from establishment of our associate company Shenzhen Renhu Teli Auto Service Co.,
Ltd. (hereinafter referred to as Renhu Teli) to the expiration date of the joint venture contract between the Company and Renhe
Shenzhen, provided that Renfu Shenzhen provides borrowings to Renfu Teli under entrusted loan, Renfu Teli makes borrows from
bank or other financial institutions and guaranteed by Renfu Shenzhen, and the total borrowings shall not exceed RMB100 million,
the Company bears 35% of the obligations arising from above borrowings according to its shareholding proportion. It was agreed for
the Company to pledge 35% equity interests held in Renfu Teli to Renfu Shenzhen as counter guarantee for the above borrowings.
Other than the above guarantee, the Company’s provision of guarantees as guarantor all relates to such guarantees provided to
subsidiaries.
(3)Engagement of related parties to provide labor services
Zhongtian Industrial selected construction supervision institution for Teli Shuibei Project through public bidding. On 14 May 2013,
Tefa Supervision obtained letter of acceptance (No. 20130514002C) issued by Shenzhen Construction Project Trading Service Center,
and became the construction supervision institution for Teli Shuibei Project through public bidding.
In May 2013, Zhongtian Industrial signed Supervision Contract in respect of Teli Shuibei Jewelry Building Project with Tefa
Supervision, pursuant to which, Zhongtian Industrial engaged Tefa Supervision to exercise supervision in respect of Teli Shuibei
Jewelry Building Project. The supervision fee was RMB5,041,900. As at 30 June 2015, an aggregate of RMB2,268,900 has been
paid.
(4) Related fund occupation expenses
Related party Content Jan.- Jun. 2015 Jan.- Jun. 2014
Borrow-in:
Shenzhen SDG Co., Ltd. fund occupation expenses 2,700,873.50 2,632,260.00
Borrow-out:
Shenzhen Xinglong Machinery Mould Co., ltd. fund occupation expenses 37,708.32 37,708.32
(5) Remuneration of key manager
Jan.- Jun. 2015(in the thousand
Item Jan.- Jun. 2014(in ten thousand yuan)
yuan)
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Remuneration of key manager RMB 2,710,000 RMB 2,630,000
6. Receivable/payable items of related parties
(1) Receivable item
Closing balance Balance at year-begin
Item Book balance Bad debt Book balance Bad debt
reserve reserve
Account receivable:
Shenzhen New Yongtong Automobile Services Co., Ltd. 927,602.00 440,610.70 927,602.00 440,610.70
Shenzhen New Yongtong Dongxiao Auto Service Co., Ltd. 680,400.00 323,190.00 680,400.00 323,190.00
Total 1,608,002.00 763,800.70 1,608,002.00 763,800.70
Other account receivable:
Shenzhen Tellus Auto Service Chain Co., Ltd. 1,359,297.00 1,359,297.00 1,359,297.00 1,359,297.00
Shenzhen New Yongtong Technology Co., Ltd. 116,480.22 47,296.04 116,480.22 47,296.04
Shenzhen Yongtong Xinda Inspection Equipment Co., Ltd. 518,429.47 517,782.47 517,782.47 517,782.47
Shenzhen Xiandao New Material Co., Ltd. 660,790.09 660,790.09 660,790.09 660,790.09
Shenzhen Xinglong Machinery Mould Co., ltd. 2,072,002.98 922,032.78 2,034,294.66 922,032.78
Shenzhen Tellus New Yongtong Auto Service Co., ltd. 114,776.33 114,776.33 114,776.33 114,776.33
Shenzhen Tellus Jimeng Investment Co., Ltd 9,620.88 -- -- --
Total 4,851,396.97 3,621,974.71 4,803,420.77 3,621,974.71
Long-term account receivables
Shenzhen Tellus Auto Service 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) Payable item
Item Closing balance Balance at year-begin
Short-term loans:
Shenzhen SDG Co., Ltd. 18,902,909.00 18,919,672.00
Total 18,902,909.00 18,919,672.00
Account payable:
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Item Closing balance Balance at year-begin
Shenzhen SDG Real Estate Co., Ltd. 6,054,855.46 6,054,855.46
Shenzhen Machinery Equipment Imp & Exp. Company 45,300.00 45,300.00
Total 6,100,155.46 6,100,155.46
Other account payable:
Shenzhen SDG Real Estate Co., Ltd. 335,701.34 335,701.34
Hong Kong Yujia Investment Co, Ltd. 1,822,721.57 1,887,561.15
Shenzhen SDG Swan Industrial Company Ltd. 20,703.25 20,703.25
Shenzhen Machinery Equipment Imp & Exp. Company 1,258,857.30 1,195,503.24
Shenzhen SDG Co., Ltd. 62,477,486.22 59,782,492.72
Shenzhen Longgang Tellus Real Estate Co., Ltd. 1,095,742.50 1,095,742.50
Shenzhen Tellus Yangchun Real Estate Co., Ltd. 476,217.49 476,217.49
Shenzhen Xinglong Machinery Mould Co., ltd. 78,515.56 78,515.56
Shenzhen New Yongtong Technology Co., Ltd. 320,000.00 320,000.00
Shenzhen Tellus Hang Investment Co., ltd. 17,956.93 14,159.57
Shenzhen Yongtong Xinda Inspection Equipment Co., Ltd. -- 24,340.00
Total 67,903,902.16 65,230,936.82
Long-term loans:
Shenzhen SDG Co., Ltd. -- 73,000,000.00
Total -- 73,000,000.00
Non-current liabilities due within 1 year
Shenzhen SDG Co., Ltd. 73,000,000.00 --
Total 73,000,000.00 --
X. Commitment or contingency
1. Important commitments
(1) Capital commitments
Item Closing balance Balance at year-begin
145
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Signed without recognized in financial statement
—Purchase and construction of long-term assets 195,748,908.70 235,913,223.51
commitment
Total 195,748,908.70 235,913,223.51
2. Contingency
(1) Contingent liability and its financial influence formed by un-settle lawsuits or arbitration
①In October 2005, a lawsuit was brought before Shenzhen Luo Hu District People’s Court by the Company, which was the
recognizer 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). Shenzhen Intermediate People’s Court had
adjudged that the Company won the lawsuit and the forcible execution had been applied by the Company. As for the deducted
amount in previous years, the Company has counted as debt losses. The lawsuit has not executed yet till on 30 June 2015.
In April 2006, Shenzhen Development Bank brought an accusation against Jintian’s overdue loan two million U.S. dollars and the
Company who guaranteed for this loan. The company took on the principal and all interest. After that, the Company appealed to
Shenzhen Luohu District People's Court, asking Jintian to repay 2,960,490 U.S. dollars and interest. In 2008, it reached Shen Luo
No.937 Civil Reconciliation Agreement (2008) after the mediating action taken by 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 int erest. 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 lawsuit has not executed yet till on 30 June 2015.
②Subsidiary of the Company Shenzhen SD Tellus Real Estate Company (―Tellus Real Estate Company‖) entered into the ―Contract
of Liyehui Food Street Co-operation in Buji Town‖ with Shenzhen Jinlu Industrial & Trading Company (―Jinlu Company‖) on 29
November 1994. In accordance with the Contract, on the foundation of ―Cooperative Development Contract of Liyehui Food Street
in Buji Town‖ signed between the Jinlu Company and land providers -- Shenzhen Real Estate Management Branch Bureau of
Guangzhou Military Region (―Real Estate Management Branch Bureau‖) and People’s Liberation Army Unit 75731 (― Unit 75731‖),
construction funds 10 million Yuan invested by Tellus Real Estate, received fixed floor area of 6,000 M2 property, and Jinlu
Company promise to delivered the completed building and ancillary facility at the end of November 1995. Tellus Real Estate
Company have invested a total of 9,822,500.00 Yuan in cooperative development up to 31 December 1996, however, Tellus Real
Estate Company failed to get the property should enjoy on the agreed date for property hand over. Tellus Real Estate Company
institute an action at law to the Court, requesting Jinlu Company pay back the 9.8 million Yuan investment and interests immediately
and shoulder all the Court Costs, Real Estate Management Branch Bureau and Unit 75731 were sentence to be the defendant
pursuant to the law in trial. On 18 March 2003, in line with the Written Judgment (2000) Shen Zhong Fa Fang Chu Zi No. 101 by
Shenzhen Intermediate People’s Court, the above mentioned ―Cooperative Contract‖ is valid, identified as nature of cooperative
housing, the two parties continue to perform the contract and legitimate mechanism should be follow if any disputes arising from
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
executing the Contract by parties in the Contract.
In March 2005, as a joint plaintiff, Tellus Real Estate Company and Jinlu Company start a suit to Real Estate Management Branch
Bureau and Unit 75731(Communication Equipment Repair Institute of Guangzhou Military Region), requesting two defendants
performing cooperative contract, and delivered 11,845 M2(approximately 11,851,357 Yuan in value) property of Liyehui Food Street
to two plaintiff, moreover, pay for the rental income 5,034,664.94 Yuan in total due to two plaintiff since 1998. Meanwhile, Tellus
Real Estate Company and Jinlu Company entered into an agreement, that is, due to the self-executing or mandatory enforcement by
the Court, concerning the Liyehui Food Street property taken back in lawsuit, Tellus Real Estate Company received a fixed property
of 6,000 M2, rests of the property belongs to Jinlu Company and Tellus Real Estate Company owns all property while less than 6,000
M2; the income deserved in the lawsuit should be allocated according to 5:5 ratio by two parties, and as for this lawsuit, which
have its first trial in Shenzhen Intermediate People’s Court in August 2010, because details of a case is complex, the case did not
judge in court.
In 2011, Tellus Real Estate Company received a civil ruling paper (2005) Shen Zhong Fa Min Chu Zi No. 82 from Shenzhen
Intermediate People’s Court, that is, ―People’s Court has no right to judged how to allocate the building and its working interest‖,
because Liyehui Food Street property ―is part of the illegal building‖, reject the Tellus Real Estate Company and Jinlu Company’s
claim in aspect of the property delivery and rental allocation of Liyehui Food Street. The cooperative development fund invested for
Tellus Real Estate Company has been provision for bad debts in total in previous year by the Company.
③in 2014, our subsidiary Shenzhen Auto Industrial Trading Company (hereinafter referred to as Auto Industrial Trading Company)
was served with a summon from people’s court in Futian district, Shenzhen, pursuant to which, Shenzhen branch of China Huarong
Asset Management Co., Ltd. (―Huarong Shenzhen‖) sued Auto Industrial Trading Company for joint settlement responsibility in
respect of the debt disputes between Shenzhen Guangming Watch Co., Ltd. (―Guangming Watch‖) and its creditors.
Pursuant to the civil verdict (SFFJCZD No.801(1997)) issued by people’s court in Futian district, Shenzhen on 24 November 1997,
Guangming Watch shall repay RMB700,000 and interests thereof to Shenzhen Futian branch of China CITIC Bank. Guangming
Watch failed to discharge debts after such verdict, and Shenzhen Futian branch of China CITIC Bank applied for compulsive
execution and recovered an amount of RMB561,398.30. later, due to that there was no property available for execution, people’s
court in Futian district of Shenzhen issued civil verdict (SFFZZD No.102(1998)) to suspend execution on 10 December 1998. In July,
the original creditor Shenzhen Futian branch of China CITIC Bank transferred the above creditor’s right (namely outstanding
principal of RMB350,000 million and relevant interests) to Huarong Shenzhen.
Guangming Watch was an associate company of Auto Industrial Trading Company with a shareholding of 10% in 1990. Guangming
Watch has been deregistered with Shenzhen Business and Commerce Bureau on 28 February 2002. Huarong Shenzhen sued
Guangming Watch and Auto Industrial Trading Company at people’s court in Futian district of Shenzhen in May 2014, requesting to
obtain all the interests of Guangming Watch under the civil verdict (SFFJCZD No.801(1997)), and request an order for Auto
Industrial Trading Company to take joint settlement responsibility for the above debts on the grounds that failure of Guangming
Watch to settle debts resulted in prejudice in creditors’ right by shareholders. As at 30 June 2015, the case has not been ruled yet.
④in 2014, the Company raised proceeding on Shenzhen Mingkeda Logistics Development Company (―Mingkeda Company‖) to
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
request: discharge the housing leasing contract (NO.A0028765) signed between the Company and Mingkeda Company; Mingkeda
Company to return property located at No.2182 (original No.108) north Renmin road, Luohu District, Shenzhen to the Company;
Mingkeda Company pay rentals for the involved property for the period commencing from the date of the proceeding to actual return
date of such property under standard rental applicable to commercial properties leasing in this region during the contract period;
Mingkeda Company shall bear proceeding fees. On 29 December 2014 and 29 June 2015, the Company won the case respectively in
the first and second instances. As at 30 June 2015, this case is being executed.
XI. Events occurring after the balance sheet date
The Company has no major events occurring after the balance sheet date which should disclosed
XII. Other important events
1. Previous accounting errors collection
The Company had no previous accounting errors collection in Period.
2. Debt restructuring
The Company had no debt restructuring in Period.
3. Assets replacement
The Company had no non-monetary assets change in Period.
4. Segment
Financial information for reportable segment
Jan.- Jun. 2015
Auto maintenance Leasing and Offset of segment
Auto sales
Item Total
and repair services
Main operating revenue 77,974,081.36 40,136,632.00 53,134,379.95 -16,474,897.39 154,770,195.92
Main operating cost 76,616,616.19 33,256,349.17 22,148,423.28 -16,474,897.39 115,546,491.25
Total assets 22,272,490.41 82,047,429.12 1,929,272,738.68 -889,617,845.18 1,143,974,813.03
Total liabilities 37,738,553.96 43,274,995.22 585,520,898.65 -365,718,711.43 300,815,736.40
Jan.- Jun. 2014
Auto maintenance Leasing and Offset of segment
Auto sales
Item Total
and repair services
Main operating revenue 159,587,553.83 30,830,711.22 43,155,763.69 -7,952,559.26 225,621,469.48
Main operating cost 155,270,536.50 26,234,680.30 20,048,113.30 -7,952,559.26 193,600,770.84
Total assets 66,109,401.55 77,568,016.86 1,270,077,097.87 -670,830,786.28 742,923,730.00
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Auto maintenance Leasing and Offset of segment
Auto sales
Item Total
and repair services
Total liabilities 78,700,663.09 37,731,108.52 834,051,847.94 -406,904,953.15 543,578,666.40
XIII. Principle notes of financial statements of parent company
1. Accounts receivable
(1) Category
Closing balance
Book balance Bad debt reserve
Types Book
Accrual
Amount Ratio (%) Amount value
ratio (%)
Account receivable with single significant amount and -- -- -- -- --
withdrawal bad debt provision separately
Receivables with bad debt provision accrual by credit portfolio -- -- -- -- --
Accounts with single significant amount and bad debts provision 484,803.08 100.00 484,803.08 100.00 --
accrued individually
Total 484,803.08 100.00 484,803.08 100.00 --
(Cont.)
Balance at year-begin
Book balance Bad debt reserve Boo
Types
k
Ratio Accrual ratio
Amount Amount valu
(%)
(%)
e
Account receivable with single significant amount and withdrawal bad debt
-- -- -- -- --
provision separately
Receivables with bad debt provision accrual by credit portfolio -- -- -- -- --
Accounts with single significant amount and bad debts provision accrued 484,803.0 100.0 484,803.0
100.00 --
individually 8 0 8
484,803.0 100.0 484,803.0
Total 100.00 --
8 0 8
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
2. Other accounts receivable
(1) Classification
Closing balance
Type Book balance Bad debt reserve
Book value
Amount Ratio (%) Amount Accrual ratio (%)
Other account receivable with single
significant amount and withdrawal bad 12,232,758.22 11.02 12,232,758.22 100.00 --
debt provision separately
Other receivables with bad debt
96,949,062.25 87.33 976,894.72 1.01 95,972,167.53
provision accrual by credit portfolio
Other accounts with single significant
amount and bad debts provision 1,833,967.78 1.65 1,833,967.78 100.00 --
accrued individually
Total 111,015,788.25 100.00 15,043,620.72 13.55 95,972,167.53
(Cont.)
Balance at year-begin
Type Book balance Bad debt reserve
Book value
Amount Ratio (%) Amount Accrual ratio (%)
Other account receivable with single
significant amount and withdrawal bad 12,232,758.22 9.76 12,232,758.22 100.00 --
debt provision separately
Other receivables with bad debt
111,327,082.72 88.78 976,894.72 0.88 110,350,188.00
provision accrual by credit portfolio
Other accounts with single significant
amount and bad debts provision 1,833,967.78 1.46 1,833,967.78 100.00 --
accrued individually
Total 125,393,808.72 100.00 15,043,620.72 12.00 110,350,188.00
①Other receivable with single significant amount and withdrawal bad debt provision separately at end of period
Other receivable(By unit) Closing balance
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Accrual
Other receivable Bad debt reserve Reason
ratio (%)
Shenzhen Zhonghao (Group) Co., Ltd. 5,000,000.00 5,000,000.00 100.00 Win a lawsuit, no executable
assets from adversary
Jinbeili Home Appliance Company 2,706,983.51 2,706,983.51 100.00 Not expected to collected due to
long account age
Shenzhen Petroleum & Chemical (Group) Co., 1,889,129.04 1,889,129.04 100.00 Unlikely to collected
Ltd.
Huatong Package Co., Ltd. 1,212,373.79 1,212,373.79 100.00 Not expected to collected due to
long account age
Shenzhen Xiandao New Material Co., Ltd. 660,790.09 660,790.09 100.00 Not expected to collected due to
long account age
763,481.79 763,481.79 100.00 Not expected to collected due to
Other_VAT(trade department)
long account age
Total 12,232,758.22 12,232,758.22
②In combination, other accounts receivable whose bad debts provision was accrued by age analysis
Closing balance
Age
Other receivable Bad debt reserve Accrual ratio (%)
Within 1 year 94,496,570.42 -- --
1-2 year 503,280.45 25,164.02 5.00
2-3 year 76,249.97 15,249.99 20.00
Over 3 years 1,872,961.41 936,480.71 50.00
Total 96,949,062.25 976,894.72 1.01
(2) Bad debt provision accrual, collected or reversed
Accrual bad debt provision 0 Yuan; collected or reversed 0 Yuan.
(3) Other receivables by nature
Nature Ending book balance Book balance at year-begin
Intercourse funds receivable from internal units 91,604,289.17 107,087,610.34
Intercourse funds receivable from related units 2,742,413.95 2,695,084.75
Other 16,669,085.13 15,611,113.63
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Total 111,015,788.25 125,393,808.72
(4) Top 5 other receivables at ending balance by arrears party
Ratio in total ending
Ending balance of
Company Nature Ending balance Book age balance of other receivables
bad bet provision
(%)
Shenzhen Zhonghao (Group) Intercourse
5,000,000.00 Over 3 years 4.50 5,000,000.00
Co., Ltd. funds
Jinbeili Home Appliance Intercourse
2,706,983.51 Over 3 years 2.44 2,706,983.51
funds
Company
Shenzhen Xinglong Machinery Intercourse
2,072,002.98 Over 3 years 1.87 922,032.78
funds
Module Co., Ltd.
Shenzhen Petroleum & Intercourse
1,889,129.04 Over 3 years 1.70 1,889,129.04
funds
Chemical (Group) Co., Ltd.
Intercourse
Huatong Machinery Co., Ltd.
1,212,373.79 Over 3 years 1.09 1,212,373.79
funds
Total 12,880,489.32 11.60 11,730,519.12
(5) Account receivable with government grand involved
Nil
(6) Other account receivable derecognition due to financial assets transfer
Nil
(7) Assets and liabilities resulted by other account receivable transfer and continues involvement
Nil
3. Long-term equity investment
(1) Category of Long-term equity investment
Closing balance Balance at year-begin
Item Depreciation Depreciation
Book balance Book value Book balance Book value
reserves reserves
Investment
for 525,795,543.61 1,956,000.00 521,883,543.61 265,795,543.61 1,956,000.00 263,839,543.61
subsidiary
Investment
for 172,540,099.38 9,787,162.32 164,708,937.06 171,908,769.00 9,787,162.32 162,121,606.68
associates
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Closing balance Balance at year-begin
Item Depreciation Depreciation
Book balance Book value Book balance Book value
reserves reserves
and joint
venture
Total 698,335,642.99 11,743,162.32 686,592,480.67 437,704,312.61 11,743,162.32 425,961,150.29
(2) Investment for subsidiary
Impairm Ending balance
Decrease
The invested entity Opening balance Increased Ending balance ent of impairment
d
accrual provision
Shenzhen SD Tellus Real
31,152,888.87 -- -- 31,152,888.87 -- --
Estate Co., Ltd
Shenzhen Tellus Real Estate
2,000,000.00 -- -- 2,000,000.00 -- --
Exchange Co. Ltd
Shenzhen SD Tellus Property
5,021,970.88 -- -- 5,021,970.88 -- --
Management Co., Ltd
Shenzhen Tellus New
Yongtong Automobile 57,672,885.22 -- -- 57,672,885.22 -- --
Development Co. Ltd
Shenzhen Zhongtian
10,708,622.90 260,000,000.00 -- 270,708,622.90 -- --
Industrial Co., Ltd.
Shenzhen Automobile
Industry Trading General 126,251,071.57 -- -- 126,251,071.57 -- --
Company
Shenzhen SD Huari
Automobile Enterprise 19,224,692.65 -- -- 19,224,692.65 -- --
Co.Limited
Shenzhen Huari TOYOTA
Automobile Sales Service 1,807,411.52 -- -- 1,807,411.52 -- --
Co., Ltd.
Shenzhen New Yongtong
Automobile Inspection 10,000,000.00 -- -- 10,000,000.00 -- --
Equipment Co. Ltd
Shenzhen hanli Hi-Tech
1,956,000.00 1,956,000.00 -- 1,956,000.00
Ceramics Co., Ltd.
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深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Impairm Ending balance
Decrease
The invested entity Opening balance Increased Ending balance ent of impairment
d
accrual provision
Total 265,795,543.61 260,000,000.00 -- 525,795,543.61 -- 1,956,000.00
Note: more details of * Shenzhen hanli Hi-Tech Ceramics Co., Ltd. can be seen in Note VIII-1 ―Equity of subsidiaries‖.
(3) Investment for associates and joint venture
+,-
Addition Other
Balance at Capital Investment gains
Unit al comprehensive Other equity
year-begin reducti recognized under
investme income change
on equity
nt adjustment
I. Joint venture
Shenzhen Tellus Jimeng Investment Co., Ltd 59,717,642.94 -- -- 124,700.30 -- --
Shenzhen Tellus Hang Investment Co., Ltd. 9,313,071.40 -- -- 401,620.03 -- --
Subtotal 69,030,714.34 -- -- 526,320.33 -- --
II. Associated enterprise
Shenzhen Xinglong Machinery Mould Co.,
15,878,254.74 -- -- -- -- --
Ltd.
Shenzhen Tellus Auto Service Chain Co.,
-- -- -- -- -- --
Ltd.
Shenzhen Zung Fu Tellus Auto Service Co.,
77,212,637.60 -- -- 105,010.05 -- --
Ltd.
Hunan Changyang Industrial Co., Ltd. * 1,810,540.70 -- -- -- -- --
Shenzhen Jiecheng Electronic Co., Ltd* 3,225,000.00 -- -- -- -- --
Shenzhen Xiandao New Material Co., Ltd.* 4,751,621.62 -- -- -- -- --
Subtotal 102,878,054.66 -- -- 105,010.05 -- --
Total 171,908,769.00 -- -- 631,330.38 -- --
(Cont.)
+,-
Ending balance
Cash dividend or of impairment
Invested company Impairment Closing balance
profit announced Other provision
accrual
to issued
154
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
+,-
Ending balance
Cash dividend or of impairment
Invested company Impairment Closing balance
profit announced Other provision
accrual
to issued
I. Joint venture
Shenzhen Tellus Jimeng Investment Co., Ltd -- -- -- 59,842,343.24 --
Shenzhen Tellus Hang Investment Co., Ltd. -- -- -- 9,714,691.43 --
Subtotal -- -- -- 69,557,034.67 --
II. Associated enterprise
Shenzhen Xinglong Machinery Mould Co., Ltd. -- -- -- 15,878,254.74 --
Shenzhen Tellus Auto Service Chain Co., Ltd. -- -- -- -- --
Shenzhen Zung Fu Tellus Auto Service Co., Ltd. -- -- 77,317,647.65 --
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 Xiandao New Material Co., Ltd.* -- -- 4,751,621.62 4,751,621.62
Subtotal -- -- 102,983,064.71 9,787,162.32
Total -- -- 172,540,099.38 9,787,162.32
Note:* The enterprises have revoked the industry and commerce liances, and the long-term equity investment have been accrual
depreciation reserves in total
4. Operating income and cost
Jan.- Jun. 2015 Jan.- Jun. 2014
Item
Income Cost Income Cost
Main business 17,058,260.06 1,860,594.49 9,684,900.12 1,820,193.72
Other business -- -- -- --
Total 17,058,260.06 1,860,594.49 9,684,900.12 1,820,193.72
5. Investment income
Item Jan.- Jun. 2015 Jan.- Jun. 2014
Income of long-term equity investment calculated based on equity 631,330.38 6,741,386.38
Other investment income 154,657.53 --
155
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Item Jan.- Jun. 2015 Jan.- Jun. 2014
Total 785,987.91 6,741,386.38
XIV. Supplementary Information
1. Details of non-recurring gains and losses in Year
Item Amount Note
Gains/losses from disposal of non-current asset -20,206.16
Tax refund or mitigate due to examination-and-approval beyond power or without official
--
approval document or accident
Government subsidies included in current gains and loss (excluding those closely in
accordance with corporation business and enjoyed according to fixed amount under national --
united standard)
Capital occupancy expense, collected from non-financial enterprises and recorded in current
--
gains and losses
Income from the exceeding part between investment cost of the Company paid for obtaining
subsidiaries, associates and joint-ventures and recognizable net assets fair value attributable --
to the Company when acquiring the investment
Gains and losses from exchange of non-monetary assets --
Gains and losses from assets under trusted investment or management 154,657.53
Various provision for impairment of assets withdrew due to act of God, such as natural
--
disaster
Gains and losses from debt restructuring --
Enterprise reorganization expense, such as expenses from staffing and integrated cost etc. --
Gains and losses of the part arising from transaction in which price is not fair and exceeding
--
fair value
Current net gains and losses occurred from period-begin to combination day by subsidiaries
--
resulting from business combination under common control
Gains and losses arising from contingent proceedings irrelevant to normal operation of the
--
Company
156
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Item Amount Note
Except for effective hedge business relevant to normal operation of the Company, gains and
losses arising from fair value change of tradable financial assets and tradable financial
liabilities, and investment income from disposal of tradable financial assets, tradable financial --
liabilities and financial assets available for sale
Switch-back of provision of impairment of account receivable which are treated with separate
--
depreciation test
Gains and losses obtained from external trusted loans --
Gains and losses arising from change of fair value of investment real estate whose follow-up
--
measurement are conducted according to fair value pattern
Affect on current gains and losses after an one-time adjustment according to requirements of
--
laws and regulations regarding to taxation and accounting
Trust fee obtained from trust operation --
Other non-operating income and expenditure except for the aforementioned ones 31,650.33
Other gains and losses items complying with definition for non-current gains and losses --
Subtotal 166,101.70
Affect on income tax
-41,525.43
Affect on minority equity(after tax)
9,240.04
Total 133,816.31
Note: as for the numbers of non-recurring gains/losses, ―+‖ stands for income or earnings,‖-―stands for losses or expenses
The Company recognizes non-recurring profit or loss items according to Information Disclosure Explanatory Document
Announcement No.1 for Public Listed Issuer- Non-recurring Profit or Loss (ZJHGG[2008]43).
2. REO and earnings per share
Earnings per share
Profits during report period Weighted average ROE (%)
Basic EPS Diluted EPS
Net profits belong to common
stock stockholders of the 1.49
0.0296 0.0296
Company
Net profits belong to common
stock stockholders of the
1.47
Company after deducting 0.0290 0.0290
nonrecurring gains and losses
157
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
158
深圳市特力(集团)股份有限公司 2015 年半年度报告全文
Section XII. Documents available for Reference
The Company reserved completed integrated documents for CSRC, SZSE, relevant departments and public investor for reference,
including:
1. Financial statement and orginal financial report of the Company with signature and seal from the principal of the Company, person
in charger of accounting works and person in charge of accounting organ (accounting principal);
2. All original documents and notifications of the Company disclosed in newspapers that designated by CSRC in report period;
3. Semi-annual report disclosed in other securities market (Summary).
ShenZhen Tellus Holding Co.,Ltd
August 26, 2015
159
