深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report For 2015 October 2015 1 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 Section I. Important Notice Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Shenzhen Tellus Holding Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All directors are present the meeting of the Board for deliberating the Third Quarter Report of the Company in person. Lv Hang, person in charge of the Company, head of the accounting works Yang Jianping and Ke Wensheng, accounting body principals (accountant in charge) hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. 2 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 Section II. Main accounting data and changes of shareholders I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Current period-end Period-end of last year Increase/decrease Total assets(RMB) 1,130,845,061.78 806,324,777.80 40.25% Net assets attributable to shareholders of listed company 844,095,393.66 191,880,262.80 339.91% (RMB) Increase/decrease in Increase/decrease in From Year-begin to comparison with Current period comparison with same end of the Period year-begin to period of last year (%) Period-end of last year Operating revenue (RMB) 73,318,969.97 -34.08% 231,810,751.81 -31.80% Net profit attributable to shareholders of the listed company 11,044,774.84 18,695,130.86 349.67% (RMB) Net profit attributable to shareholders of the listed company 1,221,254.10 8,737,793.81 208.85% after deducting non-recurring gains and losses(RMB) Net cash flow arising from -- -- 37,905,539.85 53.44% operating activities(RMB) Basic earnings per share 0.0407 0.0688 264.02% (RMB/Share) Diluted earnings per share 0.0407 0.0688 264.02% (RMB/Share) Weighted average ROE 1.32% 2.05% 3.61% 1.35% Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Amount from year-begin to Item Note end of the Period Gains/losses from the disposal of non-current asset (including the -20,091.85 3 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 write-off that accrued for impairment of assets) Gains/losses from entrusted investment or assets management 1,540,958.89 Gains/losses of debt restructuring 17,877.02 Other non-operating income and expenditure except for the 43,104.71 aforementioned items Terminated original retirement Other gains/losses comply with definition of non-recurring 9,722,688.86 plan in the Period, and the gains/losses balance are charge back Less: impact on income tax 1,252,448.81 Impact on minority shareholders’ equity (post-tax) 94,751.77 Total 9,957,337.05 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss. II. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period 1. Statement of the total common shareholders and shares-held of top ten common shareholders at end of the Period In share Total common shareholders at 58,227 period-end Shares-held of top ten common shareholders Amount of Number of share pledged/frozen Nature of Proportion of Amount of shares Shareholders restricted shares shareholder shares held held State of share Amount held SHENZHEN State-owned 51.09% 151,870,560 20,587,056 SDG CO., LTD corporate Shenzhen Capital Fortune Jewelry Domestic Industry non-state-owned 23.88% 71,000,000 71,000,000 Investment corporate Enterprise 4 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 (limited partnership) GUOTAI JUNAN Foreign SECURITIES(H 0.50% 1,478,232 corporation ONGKONG) LIMITED KGI ASIA Foreign 0.31% 931,311 LIMITED corporation Domestic nature Zheng Nanrong 0.23% 687,700 person FISRT SHANGHAI Foreign 0.22% 658,502 SECURITIES corporation LTD. Shanghai H.K. Foreign Wanguo 0.19% 570,864 corporation Securities Domestic nature Ling Fenyuan 0.18% 520,358 person Foreign nature Weng Zhengwen 0.16% 464,534 person Domestic nature Liu Hua 0.15% 454,715 person Particular about top ten common shareholders with un-restrict shares held Type of shares Shareholders Amount of un-restrict common shares held Type Amount RMB ordinary SHENZHEN SDG CO., LTD 131,283,504 131,283,504 shares GUOTAI JUNAN Domestically SECURITIES(HONGKONG) 1,478,232 listed foreign 1,478,232 LIMITED shares Domestically KGI ASIA LIMITED 931,311 listed foreign 931,311 shares RMB ordinary Zheng Nanrong 687,700 687,700 shares FISRT SHANGHAI SECURITIES Domestically 658,502 658,502 LTD. listed foreign 5 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 shares Domestically Shanghai H.K. Wanguo Securities 570,864 listed foreign 570,864 shares Domestically Ling Fenyuan 520,358 listed foreign 520,358 shares Domestically Weng Zhengwen 464,534 listed foreign 464,534 shares Domestically Liu Hua 454,715 listed foreign 454,715 shares Domestically Zeng Huiming 400,000 listed foreign 400,000 shares Among the top ten shareholders, there exists no associated relationship between the state-owned legal person’s shareholders Shenzhen SDG Co., Ltd and other shareholders, and Explanation on associated they do not belong to the consistent actionist regulated by the Management Measure of relationship among the top ten Information Disclosure on Change of Shareholding for Listed Companies. For the other shareholders or consistent action shareholders of circulation share, the Company is unknown whether they belong to the consistent actionist. Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back agreement dealing in reporting period. 2. Total of shareholders with preferred stock held and the top ten shareholdings in Period-end □Applicable √Not applicable 6 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons √ Applicable □Not applicable Balance Sheet Assets Closing balance Opening balance Amount changed Ratio changed Causes The deposit increased due to the Monetary fund 127,041,585.85 80,045,669.65 46,995,916.20 58.71% fund-raising from private placement are fully funded Mortgage for vehicle receivable from the Account receivable 3,395,519.89 1,373,257.89 2,022,262.00 147.26% Bank increased in Huari Company The engineering and equipment account Account paid in 27,306,408.92 6,981,402.87 20,325,006.05 291.13% for the 1st phase of jewelry Building are advance paid by Zhongtain Company in advance Other account 4,644,548.96 7,904,999.44 -3,260,450.48 -41.25% The account receivable are collected receivable After vehicle purchase restrictions, the Inventory 8,792,343.70 48,209,026.18 -39,416,682.48 -81.76% factory Toyota adjusted the year-plan target, Huari Company currting inventory Decreased in the Period mainly because Other current 220,019,674.72 8,968,278.77 211,051,395.95 2353.31% the VAT input tax from subsidiary Huari assets Toyota Company are declined The investment are increased with the Construction in 223,450,491.52 122,551,469.97 100,899,021.55 82.33% construction progress of the first phase of process Tellus Shuibei Jewelry Building All bank loans 54 million Yuan are paid in Short-term loans 20,680,480.00 74,719,672.00 -54,039,192.00 -72.32% the Period The sales are carried over to vechicle sales Account received 4,846,834.45 9,979,166.89 -5,132,332.44 -51.43% received in advance from subsidiary Huari in advance Toyota Company Non-current Headquarter of the Tellus paid the loans to liability due within 73,000,000.00 120,700,000.00 -47,700,000.00 -39.52% China CITIC Bank one year Headquarter of the Tellus paid the 132.3 million Yuan loans to China CITIC Bank Long-term loans 0.00 178,597,550.55 -178,597,550.55 and Zhongtain Company paid 71 million Yuan loans to China Construction Bank (including loans at year-beginning 46.3 7 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 million Yuan paid and new loans in the Period 24.7 million Yuan paid) Long-term wages Terminated original retirement plan in the 0.00 9,953,557.75 -9,953,557.75 payable Period, and the balance are charge back The rents received in advance 21.39 Other non-current million Yuan are sent back to Jing Bai Fu 12,651,834.58 32,570,237.55 -19,918,402.97 -61.16% liability and Xingguang Da in the Period by Zhongtain Company paid-in capital (or 297,281,600.00 220,281,600.00 77,000,000.00 34.96% The issuance of 77 million shares share capital) Changing amount refers to the premium Public reserves 564,192,605.51 7,672,605.51 556,520,000.00 7253.34% from issuance of shares The net profit attributable to owners’of Retained profit -20,331,398.17 -39,026,529.03 18,695,130.86 parent company increased in the Period Profit statement Same period last Item This cumulative Amount changed Ratio changed Causes year Mainly affectd by the vehicle pruchase restriction policy at end of last year, sales Operation income 231,810,751.81 339,918,355.38 -108,107,603.57 -31.80% income from vehicles are dopped dramatically Operation cost 169,829,908.61 287,109,181.05 -117,279,272.44 -40.85% Declined with the income decreased The interest expenditure decreaesd due to the bank loans are paid in the Period, and Financial expenses 5,317,919.97 13,118,660.75 -7,800,740.78 -59.46% interest income increased for purchasing capital-preservation financial products Asset impairment 0.00 4,259,714.29 -4,259,714.29 Mainly due to the decline of bad debt loss loss Affiliated enterprise Shenzhen Zung Fu Tellus Automobile Service Co., Ltd. and Investment income 2,772,806.33 12,067,873.29 -9,295,066.96 -77.02% Shenzhen Dongfeng Automobile Co., Ltd. earn less in the Period Non-operation The gains from non-current assets disposal 81,965.15 262,403.13 -180,437.98 -68.76% income decreased Non-operation The losses from non-current assets 41,075.27 10,276.05 30,799.22 299.72% expenditure disposal increased Current income tax increased due to the Income tax profit in the Year, and written down 3,019,169.68 727,689.24 2,291,480.44 314.90% expenses deferred income tax for terminate the original retirement plan Net profit Mainly because terminated relevant 18,695,130.86 4,157,549.10 14,537,581.76 349.67% attributable to retirement welfare plan in the Period, 8 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 shareholders of long-term wages payable and period listed company charge 9.72 million Yuan are written back, than total profit inreased 9.72 million Yuan and the the net profit attributable to shareholder of listed company increased 8.49 million Yuan; the increase of property leasing causes profit increased; the profit increased due to the bank loans return by fund-raising from privately placement, which financial expenses declined Cash flow statement Same period last Item This cumulative Amount changed Ratio changed Causes year The inventory vehicle last year are sell by Net cash flow subsidiary Huari Toyota in the Period, arising from 37,905,539.85 24,703,464.95 13,202,074.90 53.44% than the operational net cash in-flow operation activitis increased Net cash flow Mainly because purchasing more arising from -328,409,890.73 -91,527,550.11 -236,882,340.62 capital-preservation financial products in investment the Period activitis Mainly because fund-raising from private Net cash flow placement increased in the Period and net arising from 337,500,271.84 85,771,333.56 251,728,938.28 293.49% expenditure from bank financing increased financing activitis on a y-o-y basis Net incrase of csah Net cash flow arising from operation and and cash 46,995,916.20 18,947,830.56 28,048,085.64 148.03% financing activities increased equivalent II. Progress and influence of the main events as well as solution analysis specification √Applicable □Not applicable 1. Progress of major project construction The Tellus Shuibei Jewelry Building project which is built by the practical subject—the Company’s subsidiary Zhongtian Company, the Shuibei Jinzuo Building project which is built by the practical subject— the cooperative enterprise Shenzhen Tellus Jimeng Investment Co., Ltd. and the Xinglong Golden Jewelry Building project (former Shenzhen Shuibei Xinglong R&D Center Building) which is built by the practical subject – joint-stock company Shenzhen Xinglong Mechanical Mould Co., Ltd. are promoting on the construction plan at present. 2. The e-commerce business As the ―Via the market research and analysis, the company has preliminarily positioned the e-commerce business by cooperating 9 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 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 advanta ges 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.‖ proposed in reprot of the Board of the ―Semi-Annual Report of 2015, as of now, relevant E-business has not been carried out by the Company yet, even the investment for employees and equipment ect. Either. The Company conduct inspection on many E-business enterprises in the country since 2015, however, it seems no substantive negotiation, intention and agreement act. so far; the Company will carry out the market research and inspection, promote E-business of the Company through cooperation or merger as plan. 3. Jewllery retail market The private stock placement of the Company has completed in March 2015, totally 646.8 million Yuan are raised, in line with the issurance plan, part of the funds will investe in jewllery retail business. The Company conduct inspection on many professional jewllery marke in the country since 2015, however, it seems no substantive negotiation, intention and agreement etc. so far; relevant jewllery retail business has not been carried out by the Company yet, even the investment for employees and equipment etc Either. The Company will carry out market research and inspection on jewllery retail, and promote jewllery retail market of the Company by means of self-building, cooperation or merger in the future. III. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or made in previous period and extending to reporting period √ Applicable □Not applicable Commitmen Implementa Commitments Accepter Contents Commitment date t term tion I. Commitments during the work of Share Merger Reform of the Company: 1. Commitments on Lock-up period (1) In accordance with the Measures for the Administration of the Share Merger Reform of Listed Companies, SDG would abide by the various laws, regulations and rules, and perform its statutory commitment duty. Share Merger (2) Apart from the above-mentioned Implementi SDG 2005-12-25 Long term Reform statutory commitment, SDG also made ng the following special commitment: with 36 months since the day the reform plan starts to take effect, SDG would not list at Shenzhen Stock Exchange and sell the shares of Tellus it held (except for the shares used to promote the administration level of Tellus). (3) The administration level would abide by the laws, regulations and rules, 10 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 and perform its statutory commitment duty. (4) SDG made the commitment: ―The Promiser hereby promises that, if the Promiser failed to fulfill its commitment or not fully fulfill its commitment, it would compensate other shareholders for their losses suffered thereafter‖. (5) SDG declared: ―The Promiser would dutifully fulfill its commitments and shoulder corresponding legal responsibilities. The Promiser would transfer the shares held by it only if the assignee agree and have the ability to shoulder the commitment responsibility.‖ 2. Special commitment concerning the incentive mechanism In order to effectively boost the core management level and business backbones for long, SDG would take out its shares, not exceeding 10% in total number after the Share Merger Reform, and apply them to the boost of the administration level. The shares would be sold to the Company’s administrative level over 3 years, with the selling price being the net asset value per share audited during the period nearest to the implementation. Before the implementation of the promoting plan by share selling each year, the administration level must prepay the Company a risk responsibility fund, i.e. 20% of the planned selling price; Should the work of the performance examination set by the Board failed to be finished, the paid risk responsibility fund would not be refunded and shall be owned by the Company. Detailed rules concerning the limitations on the administration level, such as the subscription conditions and risk responsibility fund, and boost plans 11 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 would be set by the Board and submitted to relevant departments for approval. The implementation of the shares for promoting would be conducted strictly according to relevant laws and regulations, and the circulation conditions of these shares would be in conformity with relevant regulations set by the Shenzhen Stock Exchange. 3. Relevant expenses of this Share Merger Reform of Tellus would be paid by SDG. Controlling shareholder of the Company SDG has a special commitment of incentive mechanism made on share merger reform of the Company. Later, SASAC and Ministry of Finance jointly issued the ―Tentative Measures on Implementation of Equity Incentive for State-owned Listing Companies‖, CSRC issued the ―Management Measures on Equity Incentive of Listed Companies (Trial)‖. By contrasting, the above mentioned commitment made by SDG is out of the relevant requirement from regulations the above said, relevant commitment still failed to implement. On 26 June 2014, the Implementi SDG 2014-06-26 2016-6-30 Company actively negotiated with SDG ng on the issues, and SDG promise continue to supporting the Company in order to promote a long-acting incentive plan as soon as possible instead of the equity incentive commitment made in share merger reform, under the premise of conforming to relevant law, regulations and supervision requirement., and complete the long-acting incentive mechanism construction before 30 June 2016. At the appointed time, the long-acting incentive mechanism plan will implement after submit for deliberation and pass in general meeting of the 12 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 Company. Commitments in report of acquisition or equity change Commitments in assets replacement Commitment made during the IPO and refinancing Other commitments for medium and small shareholders Completed on time Yes or not Detail reasons for un-complement and N/A further plan (if applicable) IV. Estimation of operation performance for year of 2015 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Not applicable V. Particular about security investment □ Applicable √ Not applicable The Company had no security investment in Period. VI. Explanation on equity of other listed company held □ Applicable √ Not applicable No security investment in Period. VII. Particulars about derivatives investment □ Applicable √ Not applicable The Company had no derivatives investment in Period. VIII. Registration form of receiving research, communication and interview in the report 13 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 period √Applicable □ Not applicable Contents discussed and Time Place Way Type Reception material provided Operation condition of the Telephone Panoram Net Company, progress of the 2015-09-09 Tellus Other communication –Zhang Bo key projects and stock; no material required Special Zone Stock condition, relevant Telephone 2015-09-24 Tellus Other Daily-Xiong policy and influence; no communication Ziheng material required 14 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 Section IV. Financial Statement I. Financial statement 1. Consolidated Balance Sheet Prepared by Shenzhen Tellus Holding Co., Ltd 2015-09-30 In RMB Items Closing balance Opening balance Current assets: Monetary funds 127,041,585.85 80,045,669.65 Settlement provisions Capital lent Financial assets measured by fair value and whose change is recorded in current gains and losses Derivative financial liability Notes receivable Accounts receivable 3,395,519.89 1,373,257.89 Accounts paid in advance 27,306,408.92 6,981,402.87 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 4,644,548.96 7,904,999.44 Purchase restituted finance asset Inventories 8,792,343.70 48,209,026.18 Divided into assets held ready for sales Non-current asset due within one year Other current assets 220,019,674.72 8,968,278.77 Total current assets 391,200,082.04 153,482,634.80 15 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 Non-current assets: Granted loans and advances 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 206,202,113.24 211,270,265.80 Investment property 83,276,201.44 85,083,745.72 Fixed assets 137,734,990.27 142,849,121.72 Construction in progress 223,450,491.52 122,551,469.97 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 53,114,888.52 53,924,233.96 Expense on Research and Development Goodwill Long-term expenses to be 787,630.12 905,871.01 apportioned Deferred income tax asset 24,499,678.86 25,678,449.05 Other non-current asset Total non-current asset 739,644,979.74 652,842,143.00 Total assets 1,130,845,061.78 806,324,777.80 Current liabilities: Short-term loans 20,680,480.00 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 21,980,687.45 22,340,922.90 Accounts received in advance 4,846,834.45 9,979,166.89 16 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 Selling financial asset of repurchase Commission charge and commission payable Wage payable 15,206,594.53 17,164,185.03 Taxes payable 9,098,955.72 9,055,093.27 Interest payable Dividend payable Other accounts payable 105,004,259.84 114,533,081.65 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Divided into liability held ready for sale Non-current liabilities due within 1 73,000,000.00 120,700,000.00 year Other current liabilities Total current liabilities 249,817,811.99 368,492,121.74 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 9,953,557.75 Special accounts payable Projected liabilities Deferred income Deferred income tax liabilities 539,427.92 723,459.18 Other non-current liabilities 12,651,834.58 32,570,237.55 Total non-current liabilities 26,848,753.44 235,502,295.97 Total liabilities 276,666,565.43 603,994,417.71 Owner’s equity: Share capital 297,281,600.00 220,281,600.00 17 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 Other equity instrument Including: preferred stock Perpetual capital securities 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 -20,331,398.17 -39,026,529.03 Total owner’s equity attributable to 844,095,393.66 191,880,262.80 parent company Minority interests 10,083,102.69 10,450,097.29 Total owner’s equity 854,178,496.35 202,330,360.09 Total liabilities and owner’s equity 1,130,845,061.78 806,324,777.80 Legal representative: Lv Hang Person in charge of accounting works: Yang Jianping Chief Financial Officer: Ke Wensheng 2. Balance Sheet of parent company In RMB Item Balance at period-end Balance at period-begin Current assets: Monetary funds 66,458,895.44 26,441,746.73 Financial assets measured by fair value and whose change is recorded in current gains and losses Derivative financial liability Notes receivable Accounts receivable Accounts paid in advance 198,000.00 106,810.00 Interest receivable Dividend receivable Other receivables 93,655,740.15 110,350,188.00 Inventories 18 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 Divided into assets held ready for sales Non-current asset due within one year Other current assets 165,000,000.00 1,350,000.00 Total current assets 325,312,635.59 138,248,744.73 Non-current assets: Finance asset available for sales 10,176,617.20 10,176,617.20 Held-to-maturity investment Long-term account receivable Long-term equity investment 680,940,437.80 425,961,150.29 Investment real estate 53,583,263.66 54,186,250.01 Fixed assets 17,290,465.81 17,961,888.31 Construction in progress 251,308.70 251,308.70 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 322,426.56 274,939.25 Expense on Research and Development Goodwill Long-term expenses to be apportioned 32,557.01 346,559.91 Deferred income tax asset 13,956,931.79 13,986,138.44 Other non-current asset Total non-current asset 776,554,008.53 523,144,852.11 Total assets 1,101,866,644.12 661,393,596.84 Current liabilities: Short-term loans 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 4,911,198.43 6,918,478.90 19 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 Taxes payable 470,005.46 430,065.27 Interest payable Dividend payable Other accounts payable 254,788,186.14 260,117,846.49 Divided into liability held for sale Non-current liabilities due within 1 73,000,000.00 120,700,000.00 year Other current liabilities Total current liabilities 342,713,550.03 407,710,550.66 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 3,343,417.98 Special accounts payable Projected liabilities Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 135,643,417.98 Total liabilities 342,713,550.03 543,353,968.64 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 20 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 Retained profit -102,080,274.46 -109,673,740.35 Total owner’s equity 759,153,094.09 118,039,628.20 Total liabilities and owner’s equity 1,101,866,644.12 661,393,596.84 3. Consolidated Profit Statement (this report period) In RMB Item Current Period Last Period I. Total operating income 73,318,969.97 111,225,813.52 Including: Operating income 73,318,969.97 111,225,813.52 Interest income Insurance gained Commission charge and commission income II. Total operating cost 62,658,959.82 116,967,815.79 Including: Operating cost 52,890,404.70 91,811,039.46 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 1,516,494.43 1,304,403.00 Sales expenses 3,240,724.46 4,759,319.27 Administration expenses 4,223,093.43 10,271,520.89 Financial expenses 788,242.80 4,597,418.06 Losses of devaluation of asset 4,224,115.11 Add: Changing income of fair value(Loss is listed with ―-‖) Investment income (Loss is listed with 2,148,416.23 4,226,397.31 ―-‖) Including: Investment income on 762,114.87 3,000,269.56 affiliated company and joint venture Exchange income (Loss is listed with ―-‖) III. Operating profit (Loss is listed with 12,808,426.38 -1,515,604.96 ―-‖) Add: Non-operating income 33,203.05 37,151.22 21 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 Including: Disposal gains of 114.31 29,576.00 non-current asset Less: Non-operating expense 3,757.34 7,643.04 Including: Disposal loss of 2,146.32 non-current asset IV. Total Profit (Loss is listed with ―-‖) 12,837,872.09 -1,486,096.78 Less: Income tax expense 1,818,452.37 26,656.17 V. Net profit (Net loss is listed with ―-‖) 11,019,419.72 -1,512,752.95 Net profit attributable to owner’s of 11,044,774.84 -1,363,612.33 parent company Minority shareholders’ gains and -25,355.12 -149,140.62 losses VI. Net after-tax of other comprehensive income Net after-tax of other comprehensive income attributable to owners of parent 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 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 available-for-sale financial assets 3. Gains or losses arising 22 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 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 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income 11,019,419.72 -1,512,752.95 Total comprehensive income 11,044,774.84 -1,363,612.33 attributable to owners of parent Company Total comprehensive income -25,355.12 -149,140.62 attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.0407 -0.0062 (ii) Diluted earnings per share 0.0407 -0.0062 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 Chief Financial Officer: Ke Wensheng 4. Profit Statement of parent company (this report period) In RMB Item Current Period Last Period I. Operating income 7,506,170.12 5,451,132.90 Less: operating cost 936,470.47 906,128.86 Operating tax and extras 420,345.54 305,263.44 Sales expenses Administration expenses 4,039,059.62 4,876,681.26 Financial expenses 962,004.03 2,600,163.08 Losses of devaluation of asset 2,765.98 Add: Changing income of fair value(Loss is listed with ―-‖) 23 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 Investment income (Loss is listed with 1,598,806.44 3,181,347.99 ―-‖) Including: Investment income on 647,957.13 1,955,220.24 affiliated company and joint venture II. Operating profit (Loss is listed 2,747,096.90 -58,521.73 with ―-‖) Add: Non-operating income 2.10 Including: Disposal gains of non-current asset Less: Non-operating expense Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with 2,747,099.00 -58,521.73 ―-‖) Less: Income tax expense 9,735.55 9,735.55 IV. Net profit (Net loss is listed with 2,737,363.45 -68,257.28 ―-‖) V. Net after-tax of other comprehensive 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 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 available-for-sale financial assets 3. Gains or losses arising 24 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 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 6. Other VI. Total comprehensive income 2,737,363.45 -68,257.28 VII. Earnings per share: (i) Basic earnings per share 0.0079 -0.0003 (ii) Diluted earnings per share 0.0079 -0.0003 5. Consolidated profit statement (year-begin to end of this period) In RMB Item Current Period Last Period I. Total operating income 231,810,751.81 339,918,355.38 Including: Operating income 231,810,751.81 339,918,355.38 Interest income Insurance gained Commission charge and commission income II. Total operating cost 213,277,142.08 348,195,943.14 Including: Operating cost 169,829,908.61 287,109,181.05 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 4,364,159.61 3,768,251.35 Sales expenses 12,761,144.16 13,941,341.57 Administration expenses 21,004,009.73 25,998,794.13 25 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 Financial expenses 5,317,919.97 13,118,660.75 Losses of devaluation of asset 4,259,714.29 Add: Changing income of fair value(Loss is listed with ―-‖) Investment income (Loss is listed with 2,772,806.33 12,067,873.29 ―-‖) Including: Investment income on 1,231,847.44 10,841,745.54 affiliated company and joint venture Exchange income (Loss is listed with ―-‖) III. Operating profit (Loss is listed with 21,306,416.06 3,790,285.53 ―-‖) Add: Non-operating income 81,965.15 262,403.13 Including: Disposal gains of 17,208.33 197,088.80 non-current asset Less: Non-operating expense 41,075.27 10,276.05 Including: Disposal loss of 37,300.18 2,146.32 non-current asset IV. Total Profit (Loss is listed with ―-‖) 21,347,305.94 4,042,412.61 Less: Income tax expense 3,019,169.68 727,689.24 V. Net profit (Net loss is listed with ―-‖) 18,328,136.26 3,314,723.37 Net profit attributable to owner’s of 18,695,130.86 4,157,549.10 parent company Minority shareholders’ gains and -366,994.60 -842,825.73 losses VI. Net after-tax of other comprehensive income Net after-tax of other comprehensive income attributable to owners of parent 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 26 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 profit and loss (II) Other comprehensive income items which will be reclassified 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 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 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income 18,328,136.26 3,314,723.37 Total comprehensive income 18,695,130.86 4,157,549.10 attributable to owners of parent Company Total comprehensive income -366,994.60 -842,825.73 attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.0688 0.0189 (ii) Diluted earnings per share 0.0688 0.0189 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 6. Profit Statement of parent company (year-begin to end of this period) In RMB Item Current Period Last Period 27 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 I. Operating income 24,564,430.18 15,136,033.02 Less: operating cost 2,797,064.96 2,726,322.58 Operating tax and extras 1,375,608.08 847,617.85 Sales expenses Administration expenses 10,657,039.59 11,091,999.21 Financial expenses 4,496,841.46 7,524,094.75 Losses of devaluation of asset 2,765.98 Add: Changing income of fair value(Loss is listed with ―-‖) Investment income (Loss is listed with 2,384,794.35 9,922,734.37 ―-‖) Including: Investment income on 1,279,287.51 8,696,606.62 affiliated company and joint venture II. Operating profit (Loss is listed 7,622,670.44 2,865,967.02 with ―-‖) Add: Non-operating income 2.10 28,512.68 Including: Disposal gains of non-current asset Less: Non-operating expense Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with 7,622,672.54 2,894,479.70 ―-‖) Less: Income tax expense 29,206.65 29,206.65 IV. Net profit (Net loss is listed with 7,593,465.89 2,865,273.05 ―-‖) V. Net after-tax of other comprehensive 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 subsequently to profit or loss 28 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 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 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 6. Other VI. Total comprehensive income 7,593,465.89 2,865,273.05 VII. Earnings per share: (i) Basic earnings per share 0.0280 0.0130 (ii) Diluted earnings per share 0.0280 0.0130 7. Consolidated Cash Flow Statement (year-begin to end of this period) In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities 247,996,280.49 371,669,991.52 and providing labor services Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of amount from disposal financial assets that measured by fair value and with variation reckoned into 29 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 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 38,803,328.28 51,300,943.38 operating activities Subtotal of cash inflow arising from 286,799,608.77 422,970,934.90 operating activities Cash paid for purchasing commodities and receiving labor 124,429,614.48 288,431,038.72 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 39,164,297.75 39,305,850.34 Taxes paid 14,756,537.59 21,917,897.17 Other cash paid concerning 70,543,619.10 48,612,683.72 operating activities Subtotal of cash outflow arising from 248,894,068.92 398,267,469.95 operating activities Net cash flows arising from operating 37,905,539.85 24,703,464.95 activities II. Cash flows arising from investing activities: Cash received from recovering 218,400,000.00 1,507,458.60 investment Cash received from investment 7,787,479.44 84,270.40 income 30 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 Net cash received from disposal of fixed, intangible and other long-term 195,140.57 143,540.00 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing 226,382,620.01 1,735,269.00 activities Cash paid for purchasing fixed, 116,392,510.74 93,261,819.11 intangible and other long-term assets Cash paid for investment 438,400,000.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units obtained Other cash paid concerning 1,000.00 investing activities Subtotal of cash outflow from investing 554,792,510.74 93,262,819.11 activities Net cash flows arising from investing -328,409,890.73 -91,527,550.11 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 24,698,215.03 449,797,550.55 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 660,198,215.03 449,797,550.55 activities Cash paid for settling debts 317,595,765.58 356,000,000.00 Cash paid for dividend and profit 4,665,177.61 8,026,216.99 distributing or interest paying Including: Dividend and profit of 31 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 minority shareholder paid by subsidiaries Other cash paid concerning 437,000.00 financing activities Subtotal of cash outflow from financing 322,697,943.19 364,026,216.99 activities Net cash flows arising from financing 337,500,271.84 85,771,333.56 activities IV. Influence on cash and cash equivalents due to fluctuation in -4.76 582.16 exchange rate V. Net increase of cash and cash 46,995,916.20 18,947,830.56 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 127,041,585.85 82,114,278.66 equivalents at the period -end 8. Cash Flow Statement of parent company (year-begin to end of this period) In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 25,064,357.57 15,144,942.54 services Write-back of tax received Other cash received concerning 60,212,217.85 175,188,947.26 operating activities Subtotal of cash inflow arising from 85,276,575.42 190,333,889.80 operating activities Cash paid for purchasing commodities and receiving labor service Cash paid to/for staff and workers 11,901,652.33 10,304,011.17 Taxes paid 2,725,836.90 2,840,852.22 Other cash paid concerning 41,317,280.76 291,743,250.05 operating activities Subtotal of cash outflow arising from 55,944,769.99 304,888,113.44 32 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 operating activities Net cash flows arising from operating 29,331,805.43 -114,554,223.64 activities II. Cash flows arising from investing activities: Cash received from recovering 150,000,000.00 1,507,458.60 investment Cash received from investment 7,405,506.84 84,270.40 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 157,405,506.84 1,631,619.00 activities Cash paid for purchasing fixed, 552,442.65 1,852,320.00 intangible and other long-term assets Cash paid for investment 575,000,000.00 Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing 575,552,442.65 1,852,320.00 activities Net cash flows arising from investing -418,146,935.81 -220,701.00 activities III. Cash flows arising from financing activities Cash received from absorbing 635,500,000.00 investment Cash received from loans 342,500,000.00 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 635,500,000.00 342,500,000.00 33 深圳市特力(集团)股份有限公司 2015 年第三季度报告全文 activities Cash paid for settling debts 202,600,000.00 237,500,000.00 Cash paid for dividend and profit 3,630,720.91 7,275,940.91 distributing or interest paying Other cash paid concerning 437,000.00 financing activities Subtotal of cash outflow from financing 206,667,720.91 244,775,940.91 activities Net cash flows arising from financing 428,832,279.09 97,724,059.09 activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash 40,017,148.71 -17,050,865.55 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 66,458,895.44 13,158,277.49 equivalents at the period -end II. Audit report Whether the third quarter report was audited or not □Yes √No The third quarter report of the Company has not been audited 34