深圳市特力(集团)股份有限公司 2015 年年度报告全文
SHENZHEN TELLUS HOLDING CO., LTD
Annual Report 2015
April 2016
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Section I. Important Notice, Contents and Paraphrase
Board of Directors, Supervisory Committee, all directors, supervisors and senior
executives of Shenzhen Tellus Holding Co., Ltd. (hereinafter referred to as the
Company) hereby confirm that there are no any fictitious statements, misleading
statements, or important omissions carried in this report, and shall take all
responsibilities, individual and/or joint, for the reality, accuracy and completion
of the whole contents.
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 2015 Annual
Report is authentic, accurate and complete.
All directors are attended the Board Meeting for report deliberation.
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.
The Company has no plan of cash dividends carried out, bonus issued and
capitalizing of common reserves either.
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Contents
Section I Important Notice, Contents and Paraphrase ................................................................. 2
Section II Company Profile and Main Finnaical Indexes ............................................................. 9
Section III Summary of Company Business .................................................................................. 9
Section IV Discussion and Analysis by the Management Team ................................................. 11
Section V Important Events .......................................................................................................... 27
Section VI Changes in shares and particular about shareholders............................................... 36
Section VII Preferred Stock……………………………………………………………………….40
Section VIII Particulars about Directors, Supervisors,Senior Executives and Employees ...... 45
Section IX Corporate Governance ................................................................................................. 70
Section X Financial Report ............................................................................................................. 81
Section XI Documents available for reference .............................................................................. 81
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Paraphrase
Items Refers to Contents
CSRC Refers to China Securities Regulatory Commission
SZ Exchange Refers to Shenzhen Stock Exchange
Shenzhen Branch of China Securities Depository & Clearing
Shenzhen Branch of SD&C Refers to
Corporation Limited
Company, the Company, our Company, Tellus
Refers to Shenzhen Tellus Holding Co., Ltd.
Group
Reporting period, this reporting period, this
Refers to Year of 2015
year
Auto Industry and Trade Co., Refers to Shenzhen Auto Industry and Trade Corporation
Zhongtian Company Refers to Shenzhen Zhongtian Industrial Co,. Ltd.
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Section II Company Profile and Main Finnaical Indexes
I. Company information
Short form of the stock Tellus-A, Tellus-B Stock code 000025, 200025
Stock exchange for listing Shenzhen Stock Exchange
Name of the Company (in
深圳市特力(集团)股份有限公司
Chinese)
Short form of the Company
深特力
(in Chinese)
Foreign name of the Company
Shenzhen Tellus Holding Co.,Ltd
(if applicable)
Legal representative Lv Hang
Registrations add. 3/F, Tellus Building, Shui Bei Er Road, Luohu District, Shenzhen
Code for registrations add 518020
Offices add. 15/F, Zhonghe Building, Shennan Middle Road, Futian District, Shenzhen
Codes for office add. 518031
Company’s Internet Web Site www.tellus.cn
E-mail ir@tellus.cn
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Qi Peng Sun Bolun
15/F, Zhonghe Building, Shennan Middle 15/F, Zhonghe Building, Shennan Middle
Contact add.
Road, Futian District, Shenzhen Road, Futian District, Shenzhen
Tel. （0755）83989378 （0755）83989339
Fax. （0755）83989386 （0755）83989386
E-mail ir@tellus.cn sunbl@tellus.cn
III. Information disclosure and preparation place
Newspaper appointed for information disclosure Securities Times (Shenzhen) and Hong Kong Commercial Daily(H.K.)
Website for annual report publish appointed by CSRC http://www.cninfo.com.cn
Preparation place for annual report Secretariat of the Board of Directors of Shenzhen Tellus Holding Co., Ltd.
IV. Registration changes of the Company
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Organization code 19219221-0
Before 26 May 1993, business scope of the Company: engaged in metal working
machinery, general equipment, general component, abrasive tools, abrasive materials,
instrument, micro motor, home appliances, electronic component, electronic device,
electronic computer and accessories, auto parts, rubber products and construction
materials. Self-operated products manufacture by the Company and owned enterprises
such as self-used production raw materials, metal working machinery and general
equipment; import & export of general component. Business scope of the Company
changed dated 26 May 1993 as: engaged in metal working machinery, general
equipment, general component, abrasive tools, abrasive materials, instrument, micro
motor, home appliances, electronic component, electronic device, electronic computer
and accessories, auto parts, rubber products, construction materials, metal materials,
chemical materials and products, plastic products, hardware tools, warehousing &
transportation and general equipment; self-operated products manufacture by the
Company and owned enterprises such as self-used production raw materials and metal
working machinery; import & export of general component; import and export
business complies with the approval certificate (Shen Mao Guan Shen Zheng Zi
No.098). Business scope of the Company changed dated 22 January 1997 as: develop
enterprises (specific projects needs application); warehousing & transportation,
processing on giving materials for machinery component and mechanic assembly.
Domestic business and supply & marketing industry of materials (excluding
Changes of main business since listing (if
monopolized commodity and commodity under special government control).
applicable)
Self-operated products manufacture by the Company and owned enterprises such as
self-used production raw materials and metal working machinery; import & export of
general component; import and export business complies with the approval certificate
(Shen Mao Guan Shen Zheng Zi No.098). Business scope of the Company changed
dated 3 December 2009 as: develop enterprises (specific projects needs application);
develop and operate the real estate business on the land with usage rights obtained
legally; domestic business and supply & marketing industry of materials (excluding
monopolized commodity and commodity under special government control); rental and
management for self-owned property. Self-operated products manufacture by the
Company and owned enterprises such as self-used production raw materials and metal
working machinery; import & export of general component; import and export
business complies with the approval certificate (Shen Mao Guan Shen Zheng Zi
No.098). On 2 July 2014, business scope changed as: investment industrial projects
(specific project shall be declared upon separately); domestic commerce, supply and
marketing of material (monopolized commodities, commodity under special
government control and licensed commodity excluded ;) self-owned property lease and
management. Self-running the home-grown products of the Company and owned
enterprise, personal productive material, metal working machinery, import and export
business of the parts common; import and export are handle in line with the
Accreditation Certificate of Foreign Trade: Shen Mao Guan Zheng Zi No. 098
1. On 31 March 1997, the 159,588,000 state shares held by Shenzhen Investment
Previous changes for controlling
Management Co., Ltd., the only non-circulation shareholder, were transfer to SDG;
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
shareholders (if applicable) total share capital of the Company was 220,281,600 shares while 159,588,000 state
shares held by SDG, a 72.45% in total share capital. 2. On 4 January 2006, the
13,717,440 shares, as the consideration of share merger reform, were transfer to
account of A-shareholders from SDG. After share merger reform, SDG holds 66.22%
of the total share capital of the Company. 3. On March 27, 2015, the company has
completed the non-public offering of A shares of 77,000,000, of which 6,000,000
shares are issued to the controlling shareholder - SDG, and SDG holds 51.09% of the
Company's total shares after the issuance.
V. Other relevant information
CPA engaged by the Company
Name of CPA Ruihua Certified Public Accountants (LLP)
3-9/F, West Tower, China Oversea Property Plaza,7# Building, 8# Yard, Yongdingmen West
Offices add. for CPA
Binhe Rd., Dongcheng District, Beijing
Signing Accountants Yuan Longping, Qin Changming
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
√Applicable □Not applicable
Name of the sponsor Offices add. for the sponsor Name of sponsor representative Continuous supervision period
HUAXI Securities Co,. Ltd Yu Chenguang, Huang Bin Until 2016-12-31
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
VI. 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
2015 2014 Changes over last year 2013
Operating income (RMB) 303,726,790.57 464,987,527.80 -34.68% 486,729,308.18
Net profit attributable to
shareholders of the listed 42,768,789.52 10,345,217.67 313.42% 7,185,944.01
company(RMB)
Net profit attributable to
shareholders of the listed company
28,588,480.42 8,775,007.16 225.79% -15,228,791.55
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
80,682,627.33 6,214,706.85 1,198.25% -2,629,634.80
operating activities(RMB)
Basic earnings per share 0.1538 0.0470 227.23% 0.0326
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
(RMB/Share)
Diluted earnings per share
0.1538 0.0470 227.23% 0.0326
(RMB/Share)
Return on Equity 6.21% 5.53% 0.68% 4.02%
Changes over end of
End of 2015 End of 2014 End of 2013
last year
Total assets (RMB) 1,168,667,927.49 806,324,777.80 44.94% 702,180,174.03
Net assets attributable to
shareholder of listed company 868,169,052.32 191,880,262.80 352.45% 182,370,970.80
(RMB)
VII. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International
Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period.
2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or
Chinese GAAP (Generally Accepted Accounting Principles) in the period.
VIII. Quarterly main financial index
In RMB
First quarter Second quarter Third quarter Fourth quarter
Operating income 81,285,344.52 77,206,437.32 73,318,969.97 71,916,038.76
Net profit attributable to
788,018.17 6,862,337.85 11,044,774.84 24,073,658.66
shareholders of the listed company
Net profit attributable to
shareholders of the listed company
768,943.67 6,747,596.04 2,578,864.40 18,493,076.31
after deducting non-recurring gains
and losses
Net cash flow arising from
29,617,359.36 4,245,523.34 4,042,657.15 42,777,087.48
operating activities
Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
index disclosed in the company’s quarterly report and semi-annual report
□Yes √ No
IX. Items and amounts of extraordinary profit (gains)/loss
√Applicable □ Not applicable
In RMB
Item 2015 2014 2013 Note
Gains/losses from the disposal of
non-current asset (including the write-off -34,345.09 148,486.49 32,501,637.93
that accrued for impairment of assets)
Governmental subsidy reckoned into current
gains/losses (not including the subsidy
enjoyed in quota or ration according to 371,850.00
national standards, which are closely
relevant to enterprise’s business)
Gains and losses of investment or Proceeds of financial
5,740,301.35
management of assets products
Gains/losses from contingency without
-61,965.00 438,195.19 -2,130,200.00
routine business concerned
Held transaction financial asset, gains/losses
of changes of fair values from transaction
financial liabilities, and investment gains
from disposal of transaction financial asset,
1,226,127.75
transaction financial liabilities and financial
asset available for sales, exclude the
effective hedging business relevant with
normal operations of the Company
Restoring of receivable impairment
31,980.00 47,282.17
provision that tested individually
Other non-operating income and expenditure
118,638.89 248,824.36 -391,032.13
except for the aforementioned items
Terminating the
post-employment bene
other items (gain/loss) conformed to the fit plans for retirees
definition of the extraordinary profit 9,722,688.86 caused the reduction
(gain)/loss of the present value
of the benefit plan
obligation
Less: Impact on income tax 1,576,392.95 506,161.39 7,495,101.45
Impact on minority shareholders’ equity 132,446.96 32,544.06 70,568.79
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
(post-tax)
Total 14,180,309.10 1,570,210.51 22,414,735.56 --
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 年年度报告全文
Section III Summary of Company Business
I. Main businesses of the company in the reporting period
The company's main business is auto sales; automobile inspection, maintenance and accessories sales; property
leasing and services business. In 2014, the company developed the "Business Transformation Development
Program of Test Rite Group", defined the strategic development transformation direction to jewelry industry
comprehensive service provider, during the reporting period, the company has firmly promoted the company's
strategic transformation in accordance with the strategic plan, gone into in-depth study of the industry status after
multilateral research, formed the preliminary ideas for a new business model, and indicated directions for the
company’s transformation. Below shall introduce the company’s main business and market conditions:
1. Auto sales; automobile inspection, maintenance and accessories sales: influenced by the domestic economic
slowdown and weakness of end consumer market and other factors, in 2015, the domestic automobile production
and sales growth continued to decline, the market situation of auto sales is grim. By the end of 2014, Shenzhen
Municipal Government has started to regulate and control the increment of cars, which brings tremendous impact
on car sales business in Shenzhen City, affected by this, the company’s auto sales revenue during the reporting
period was 134,916,200 yuan, a decrease of 56.47% compared to the same period of last year. In face of the
unfavorable situation, the company has promptly adjusted the business strategy, on the one hand, adjusted the sales
mode, pursued the efficiency and quality sales, and strengthened the sales profit management. On the other hand,
the company has strictly controlled the costs, simplified the staff positions, significantly reduced the financial costs;
at the same time, utilized the company’s brand advantages in automobile maintenance to enlarge and refine the
vehicle maintenance and repair and enhance the profitability growth. During the reporting period, the company’s
business income in vehicle inspection and maintenance and accessories sales and the gross margin have increased
on a year-on-year basis, while the auto sales business has reduced.
2. Property leasing and services: affected by the jewelry market condition at the end of 2014, since 2015, the rental
prices at the distributing centers for jewelry enterprises in Shuibei, Buxin areas of Shenzhen have shown a
downward trend, the lessees in these areas have kept requiring for reducing the rents or terminating the contracts
ahead of schedule. In face of this unfavorable situation, the company has adhered to market-oriented operation, and
realized the promotion of rental unit price and market value by developing the rental price system close to the
market level; actively responded to declining rents, surrender of tenancy, and rent reduction, etc., improved the
service quality, strengthened the propagation, and properly resolved the customer appeals; actively explored the
market, integrated the resources, taken various measures to improve the lease area and rental prices, and finally
achieved the annual rent revenue with a year-on-year growth of 29.8%.
3. Property management business: currently, the property management industry has entered a new period of
development. With the popularity of mobile intelligent terminals, the Internet, Internet of Things and other
intelligent community have become a new trend in property development. In order to meet the new situation, the
company has taken various measures to actively face the market changes. On the one hand, the company tried to
stimulate the employees’ enthusiasm and sense of service through innovative management models, improved the
operational efficiency by establishing the service regulatory system and increasing the revenue and reducing the
expenditure, during the reporting period, the property management business has reduced 1.84 million yuan on a
year-on-year basis; on the other hand, the company shall take the property management project of Tellus Shuibei
Jewelry Building as an opportunity, learn from the outstanding enterprises, effectively improve the service
capabilities, lay a solid foundation for fully taking over Tellus Shuibei Jewelry Building, and transform to high-end
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
property management services.
The company will strive to improve the business management and cost control levels, maintain the stability of
existing business, explore and promote the strategic landing program, and accelerate the pace of transformation in
accordance with the established strategic direction.
II. Major changes in main assets
1. Major changes in main assets
Major assets Note of major changes
Equity assets No major change
Fixed assets No major change
Intangible assets No major change
Up to December 31,2015,the value of construction in progress is 27,905.67 Million Yuan,
Construction in progress increases 15,650.52 Million Yuan compared with the early period,which comes from the
continuous input of Shuibei building
2. Main overseas assets
□ Applicable √ Not applicable
III. Core Competitiveness Analysis
Shenzhen is the main gathering place of China's jewelry industry, Shuibei is the core gathering area of Shenzhen
jewelry industry, the company holds a large number of properties in Shuibei area, and has provided various stable
services for many leading enterprises in jewelry industry in Shenzhen and established good cooperative relations
with many jewelry enterprises over the years; the project of Tellus Jimeng Gold Jewelry Industrial Park located in
Shuibei core area has been listed as one of the 11 pilot projects in the transformation of old industrial zones of
Shenzhen City, the company shall become the largest owner of this industrial park through its wholly owned and
joint owned and associated enterprises. Currently all renovation projects in the industrial park have almost been
completed and will be put into use in 2016. The company can make use of leading enterprises in jewelry industry
that have strategic partnership with the company to gather the jewelry enterprises and attract talents to enter the
industrial park.
As a state-owned holding listed company, the company has good market credibility, and possesses diversified and
low-cost financing channels, by virtue of the identity of the third party jewelry operator,can attract distributors by
providing resources, financial services and capital operation to the jewelry manufacturers, and builds regional
channel platform. After the formation of regional channel platforms, the company can provide more services for the
jewelry manufacturers in industrial park. Meanwhile, with the help of channel resources and financial services, the
company can enhance the attractiveness to retailers and create a terminal platform for regional retails, and
eventually form an ecological circle for Tellus jewelry industry, therefore, the company can integrate each industry
chain in the ecological circle and generate preliminary market influence on the industry upstream and downstream
by gathering the manufacturers, distributors, terminal retailers resources with the identity of the third party jewelry
operator.
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Section IV Discussion and Analysis by the Management Team
1. Introduction
(1) Introduction of the company
In 2015, the global economy has shown the profound adjustment, the overall economic recovery in developed
countries has been unstable, the economic growth rate of emerging economies has slowed down, affected by
optimization of economic structure, conversion of growth momentum, and deepening of reform, the domestic
economic growth has also slowed down and entered the new normal of turning from high-speed growth into
medium and high-speed growth. In face of the complex external environment, under the leadership of the board of
directors, the company has unswervingly promoted the strategic transformation of the company, developed a
third-party platform to focus on the jewelry industry, continued to promote the integration, transformation and
upgrading of jewelry industry, built an ecological circle for Tellus jewelry industry, and enhanced the industry
value chain.
During the reporting period, the company has achieved operating income of 303,730,000 yuan, reduced by
161,260,000 yuan compared with 464,990,000 yuan in the same period of last year, a decrease of 34.7%, which is
mainly because the auto revenue of Huari Company has greatly declined affected by the car-purchase restriction
policy. Total profits are 47,290,000 yuan, an increase of 37,260,000 yuan compared with 10,030,000 yuan in the
same period of last year, the net profit belonging to parent company is 42,770,000 yuan, an increase of 32,420,000
yuan compared with 10,350,000 yuan in the same period of last year. The main reasons for the increase in total
profit are: ①During the reporting period, due to the termination of relevant employee retirement benefit plan and
the release of long-term employee pay payable and period expenses of 9.72 million yuan, the total profit has
increased by 9.72 million yuan, and the net profit belonging to shareholders of listed company has increased by
8.49 million yuan; ② rental income has increased by 17,460,000 yuan; ③ financial expenses have decreased by
10.2 million yuan (excluding Huari Company), mainly because the interest on bank loans has decreased, and the
income of financial products preserving for interest and principle have increased; ④ operation income of Huari
Company has reduced by 3.39 million yuan on a year-on-year basis. Profit-cutting factors are mainly due to the
sharp decline in operating performance of shareholding enterprise - Zung Fu Company, the investment income has
reduced by 12 million yuan on a year-on-year basis. Net profit attributable to shareholders of listed companies
after deducting non-recurring gains and losses is 28,590,000 yuan, an increase of 19,810,000 yuan compared with
the same period of last year.
II. Main business analysis
1. Introduction
See the “I-Introduction” in “Discussion and Analysis by the Management Team”
2. Revenue and cost
(1) Constitute of operation revenue
In RMB
2015 2014
Increase/decrease
Ratio in operation Ratio in operation
Amount Amount y-o-y
revenue revenue
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Total of operation
303,726,790.57 100% 464,987,527.80 100% -34.68%
revenue
According to industries
Auto sales 134,916,197.98 44.42% 309,927,524.30 66.65% -56.47%
Auto inspection and
maintenance and 48,256,203.33 15.89% 45,604,870.24 9.81% 5.81%
accessories sales
Property rental and
107,533,087.06 35.40% 96,018,663.22 20.65% 11.99%
service
Other 13,021,302.20 4.29% 13,436,470.04 2.89% -3.09%
According to products
Auto sales 134,916,197.98 44.42% 309,927,524.30 66.65% -56.47%
Auto inspection and
maintenance and 48,256,203.33 15.89% 45,604,870.24 9.81% 5.81%
accessories sales
Property rental and
107,533,087.06 35.40% 96,018,663.22 20.65% 11.99%
service
Other 13,021,302.20 4.29% 13,436,470.04 2.89% -3.09%
According to region
Shenzhen 303,726,790.57 464,987,527.80
(2) About the industries, products, or regions accounting for over 10% of the company’s operating income
or operating profit
√Applicable □ Not applicable
In RMB
Increase/decrease Increase/decrease Increase/decrease
Operating
Operating cost Gross profit ratio of operating of operating cost of gross profit
revenue
revenue y-o-y y-o-y ratio y-o-y
According to industries
Auto sales 134,916,197.98 128,438,474.70 4.80% -56.47% -57.97% 3.39%
Auto inspection
and maintenance
48,256,203.33 38,505,305.64 20.21% 5.81% 5.01% 0.61%
and accessories
sales
Property rental
107,533,087.06 46,464,850.80 56.79% 11.99% 3.82% 3.40%
and service
According to products
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Auto sales 134,916,197.98 128,438,474.70 4.80% -56.47% -57.97% 3.39%
Auto inspection
and maintenance
48,256,203.33 38,505,305.64 20.21% 5.81% 5.01% 0.61%
and accessories
sales
Property rental
107,533,087.06 46,464,850.80 56.79% 11.99% 3.82% 3.40%
and service
According to region
Auto sales 134,916,197.98 128,438,474.70 4.80% -56.47% -57.97% 3.39%
Auto inspection
and maintenance
48,256,203.33 38,505,305.64 20.21% 5.81% 5.01% 0.61%
and accessories
sales
Property rental
107,533,087.06 46,464,850.80 56.79% 11.99% 3.82% 3.40%
and service
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on
latest one year’s scope of period-end
□ Applicable √ Not applicable
(3) Income from physical sales larger than income from labors
√ Yes □ No
Increase/decrease
Industries Item Unit 2015 2014
y-o-y
Sales volume vehicle 882 2,026 -56.47%
Auto sales (vehicle)
Storage vehicle 87 329 -73.56%
Reasons for y-o-y relevant data with over 30% changes
√Applicable □ Not applicable
The current sales volume decrease is mainly due to the influence of car-purchase restriction policy in Shenzhen,
the vehicle sales number has reduced on a year-on-year basis; the decrease in inventory is mainly because the
suppliers have adjusted the annual targets and intensify efforts to clean up inventory at the beginning.
(4) Fulfillment of the company’s signed significant sales contracts up to this reporting period
□ Applicable √ Not applicable
(5) Constitute of operation cost
Classification of industries and products
In RMB
2015 2014 Increase/decrease
Industries Item
Amount Ratio in operation Amount Ratio in operation y-o-y
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
cost cost
Auto sales Auto products 128,438,474.70 58.92% 305,567,651.81 78.47% -57.97%
Auto inspection
and maintenance
Raw materials 38,505,305.64 17.66% 36,668,260.73 9.42% 5.01%
and accessories
sales
Property rental
Other 46,464,850.80 21.31% 44,756,421.29 11.49% 3.82%
and service
Other Other 4,583,585.06 2.11% 2,431,285.86 0.62% 88.53%
In RMB
2015 2014
Increase/decrease
Products Item Ratio in operation Ratio in operation
Amount Amount y-o-y
cost cost
Auto sales Auto products 128,438,474.70 58.92% 305,567,651.81 78.47% -57.97%
Auto inspection
and maintenance
Raw materials 38,505,305.64 17.66% 36,668,260.73 9.42% 5.01%
and accessories
sales
Property rental
Other 46,464,850.80 21.31% 44,756,421.29 11.49% 3.82%
and service
Other Other 4,583,585.06 2.11% 2,431,285.86 0.62% 88.53%
Note
Operation cost for year of 2015 was RMB 217,992,216.20, a 44.02% decline y-o-y. Main business cost was RMB
213, 408,631.14, a 44.85% decline y-o-y.
(6) Whether the changes in the scope of consolidation in Reporting Period
□ Yes √ No
(7) Major changes or adjustment in business, product or service of the Company in Reporting Period
□ Applicable √ Not applicable
(8) Major sales and main suppliers
Major sales client of the Company
Total top five clients in sales (RMB) 15,105,153.41
Proportion in total annual sales volume for top five clients 4.97%
Information of top five clients of the Company
Serial Name Sales (RMB) Proportion in total annual sales
1 Shenzhen Renfu Tellus Automobile Service 5,300,000.00 1.74%
16
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Co., Ltd.
Shenzhen Yiquan Investment Consultants
2 3,528,000.00 1.16%
Co., Ltd.
3 Shenzhen Branch of Ping An Bank Co., Ltd. 2,215,037.00 0.73%
4 He Junyi 2,101,733.08 0.69%
5 Shenzhen Power Supply Bureau Co. Ltd. 1,960,383.33 0.65%
Total -- 15,105,153.41 4.97%
Other situation of main clients
□ Applicable √ Not applicable
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 131,539,531.75
Proportion in total annual purchase amount for top five
96.69%
suppliers
Information of top five suppliers of the Company
Serial Name Sales (RMB) Proportion in total annual sales
1 FAW TOYOTA Motor Sales Co., Ltd. 111,445,306.09 81.92%
2 Shenzhen Huatong Auto Parts Co., Ltd. 15,970,557.66 11.74%
TOYOTA Motor (China) Investment Co.,
3 2,161,130.00 1.59%
Ltd.
Guangzhou Xinju Enterprise Development
4 992,999.00 0.73%
Co., Ltd.
Shenzhen New Wanxing Industrial Co.
5 969,539.00 0.71%
Ltd.
Total -- 131,539,531.75 96.69%
Other notes of main suppliers of the Company
□ Applicable √ Not applicable
3. Expenses
In RMB
Increase/decrease
2015 2014 Note of major changes
y-o-y
Mainly affected by the purchase limit
Sales expense 14,718,877.28 21,073,376.98 -30.15% of the car policy, reduced car sales lead
to reduced car sales cost
Mainly due to the release of long-term
Management expense 32,881,868.90 43,509,348.15 -24.43% employee pay payable and period
expenses
17
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Mainly due to the decrease in interest
Financial expense 4,343,688.83 17,771,137.44 -75.56%
expense and increase in interest income
4. R&D investment
□ Applicable √ Not applicable
5. Cash flow
In RMB
Item 2015 2014 Y-o-y changes
Subtotal of cash in-flow from
354,088,861.88 524,941,895.67 -32.55%
operation activity
Subtotal of cash out-flow from
273,406,234.55 518,727,188.82 -47.29%
operation activity
Net cash flow from operation
80,682,627.33 6,214,706.85 1,198.25%
activity
Subtotal of cash in-flow from
372,580,441.92 6,803,919.00 5,375.97%
investment activity
Subtotal of cash out-flow from
732,978,461.70 103,733,506.30 606.60%
investment activity
Net cash flow from investment
-360,398,019.78 -96,929,587.30 275.97%
activity
Subtotal of cash in-flow from
660,198,215.03 505,529,894.01 30.60%
financing activity
Subtotal of cash out-flow from
361,209,488.42 397,936,251.56 -9.23%
financing activity
Net cash flow from financing
298,988,726.61 107,593,642.45 177.89%
activity
Net increased amount of cash
19,139,041.28 16,879,221.55 13.39%
and cash equivalent
Main reasons for y-o-y major changes in aspect of relevant data
√Applicable □ Not applicable
Item 2015 2014 Y-o-y changes Note
Mainly because automobile sales
Cash inflows from revenue declined which was
354,088,861.88 524,941,895.67 -32.55%
operating activities affected by the purchase of the car
policy
Cash flow from 273,406,234.55 518,727,188.82 -47.29% Mainly because the increase efforts
18
深圳市特力(集团)股份有限公司 2015 年年度报告全文
operating activities to sell the beginning of inventory
and the reduction in vehicle
purchases
Mainly because the subsidiary
Huari Toyota Company has sold
Net cash flow from the inventory vehicles of last year
80,682,627.33 6,214,706.85 1,198.25%
operation activity in current period resulting in an
increase in net operating cash
inflow
Mainly because the bank
Subtotal of cash guaranteed financial products are
in-flow from 372,580,441.92 6,803,919.00 5,375.97% due and withdrawn in current
investment activity period resulting in increase in cash
inflow
Mainly because the purchase of
bank guaranteed financial products
Subtotal of cash
and continuous investment in
out-flow from 732,978,461.70 103,733,506.30 606.60%
construction projects of Zhongtian
investment activity
Company in current period have
increased the cash outflow
Mainly because the purchase of
bank guaranteed financial products
in current period has increased the
Net cash flow from
-360,398,019.78 -96,929,587.30 expenditures and the continuously
investment activity
investment of the construction
projects increased the cash
expenditures
660,198,215.03 505,529,894.01 30.60% Mainly because the directional
Subtotal of cash
issuance of additional placement in
in-flow from
current period has increased the
financing activity
cash inflow
Mainly because the directional
issuance of additional placement in
Net cash flow from current period has increased and
298,988,726.61 107,593,642.45 177.89%
financing activity the bank financing net expenditures
have increased on a year-on-year
basis
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
√Applicable □ Not applicable
In current period, the cash inflow increased by directional issuance of additional placement and the cash outflow
increased by credit repayment have increased the net cash flow of 298,988,726.61 yuan from the financial
19
深圳市特力(集团)股份有限公司 2015 年年度报告全文
activities; at the same time, net cash flow from the increase of financial products investment and the investing
activities for Shuibei Jewelry Building is - 360,398,019.78 yuan.
III. Analysis of the non-main business
□ Applicable √ Not applicable
IV. Assets and liability
1. Major changes of assets composition
In RMB
End of 2015 End of 2014
Ratio
Ratio in total Ratio in total Notes of major changes
Amount Amount changes
assets assets
159,184,710.9 Private placement to raise funds to
Monetary fund 13.62% 80,045,669.65 9.93% 3.69%
3 increase
Account
562,051.31 0.05% 1,373,257.89 0.17% -0.12%
receivable
Inventory 16,151,336.61 1.38% 48,209,026.18 5.98% -4.60% Automobile inventory reduction
Investment
82,100,133.48 7.03% 85,083,745.72 10.55% -3.52%
property
Long-term equity 220,180,721.2
18.84% 211,270,265.80 26.20% -7.36%
investment 9
136,583,565.0
Fix assets 11.69% 142,849,121.72 17.72% -6.03%
0
Construction in 279,056,650.3 Major transit companies in the
23.88% 122,551,469.97 15.20% 8.68%
process 5 construction project continued to invest
This issue is mainly due to the return of
bank borrowings and loans to the
Short-term loans 0.00% 74,719,672.00 9.27% -9.27%
parent company will be re classified to
other payment
Long-term loans 0.00% 178,597,550.55 22.15% -22.15%
2. Assets and liability measured by fair value
□ Applicable √ Not applicable
20
深圳市特力(集团)股份有限公司 2015 年年度报告全文
V. Investment
1. Overall situation
□ Applicable √ Not applicable
2. The major equity investment obtained in the reporting period
□ Applicable √ Not applicable
3. The major non-equity investment doing in the reporting period
□ Applicable √ Not applicable
4. Financial assets investment
(1) Securities investment
□ Applicable √ Not applicable
The company had no securities investment in the reporting period.
(2) Derivative investment
□ Applicable √ Not applicable
The Company has no derivatives investment in the Period
5. Application of raised proceeds
√Applicable □Not applicable
(1) Overall application of raised proceeds
√Applicable □Not applicable
In 10 thousand Yuan
Usage of
Cumulativ Ratio of the
Total
e raised cumulative retained
Total Total raised Total Raised
capitals raised raised
Total raised accumulati capital has accumulati capitals
has capitals capitals
Year Way raised capital ve raised purpose of ve raised idle for
purpose of has and what
capitals used capitals uses capitals more than
uses purpose of is expected
in Period used changed in unused two years
changed in uses to invested
Period
total changed with those
capitals
21
深圳市特力(集团)股份有限公司 2015 年年度报告全文
The
Company
used
temporaril
y idle
funds to
purchase
guaranteed
Non - financial
2015 Public 63,352.00 39,723.44 39,723.44 0 0 0.00% 63,352.00 products 0
Offering 230
million
yuan, raise
funds
account
balances
for
12,221,500
yuan
Total -- 63,352.00 39,723.44 39,723.44 0 0 0.00% 63,352.00 -- 0
Explanation on General usage of raised capital
According to the “Proposal of the company’s plan for non-public offering of shares” and other related proposals deliberated and
approved by the company’s 19th extraordinary meeting of the seventh board of directors and the 4th extraordinary general meeting
of 2014, and the “Approval for non-public offering of shares of Shenzhen Test Rite (Group) Co., Ltd.” (CSRC license No.
[2015]173) approved by China Securities Regulatory Commission, the Company has adopted non-public offering of shares to issue
RMB ordinary shares (A shares) of 77 million shares, and the issue price is 8.40 yuan /share. The total raised funds of this issuance
are 646,800,000 yuan, the net amount of raised funds is 633,520,000 yuan after deducting the issuance costs of 13,280,000 yuan.
On March 12, 2015, Ruihua Certified Public Accountants (special general partnership) has verified the capital of this issuance and
issued "Capital Verification Report" RHYZ No. [2015]48330003. During the reporting period, the company has totally put into
raised funds of 397,234,400 yuan, and accumulated to put into raised funds of 397,234,400 yuan, including 205,734,400 yuan used
for Tellus Shuibei Jewelry Building, and 191,500,000 yuan used to supplement working capital.
(2) Situation of committed project of raised proceeds
√Applicable □Not applicable
In 10 thousand Yuan
Amount Investme
Projects Total Predicted Project
of nt
changed committe Total Amount serviceab Profit Reach the feasibility
Committed investment or not d accumula program
investme invested le realized predicted was
projects &investment (includin investme ted till the
nt after in this condition in this interest or changed
of raised fund g nt of investme period-en
adjustme period date of year not hugely or
changed raised nt till the d
project not
partially) capitals period-en (3)=(2)/(1
22
深圳市特力(集团)股份有限公司 2015 年年度报告全文
nt (1) d (2) )
Investment project commitment
Tellus Shuibei Jewelry
No 26,000 26,000 20,573.44 20,573.44 79.13% 2016.12.1 0 No No
Building
Liquid assets
supplementation of the No 37,352.00 37,352.00 19,150 19,150 51.27% 0 No No
Company
Subtotal of
-- 63,352.00 63,352.00 39,723.44 39,723.44 -- -- 0 -- --
commitment projects
Investment orientation for fund arising out of plan
Not applicable
Total -- 63,352.00 63,352.00 39,723.44 39,723.44 -- -- 0 -- --
1. Tellus Shuibei Jewelry Building has currently completed the main construction, of which the office
building is expected to be put into use in November 2016 and the podium building is expected to be put
into use in December 2016. 2. In the investment projects of raised funds for supplementing the company's
working capital: (1) Repayment of bank loans of 191,500,000 yuan has been completed in the reporting
period. (2) The newly increased renovation costs of Tellus Shuibei project will be put into use as planned
according to the project implementation progress，Actual investment may be less than the original plan. (3)
Jewelry e-commerce business: the jewelry e-commerce business market is highly competitive, payback
period is long, the company needs to invest huge marketing costs and resources in the business incubation
period and withstand a certain operating risks and losses, which may bring adverse effects on the
company’s overall performance if investing the jewelry e-commerce platform according to the original
Situation about not plan under the current market situation, so the company has decided to suspend the plan to use raised funds
coming up to schemed to invest in this project. So we decided not to use the funds raised to invest in the project. (4) Jewelry retail
progress or expected market business: since 2015, affected by the decline of prosperity in jewelry industry and the raise of
revenue and the property costs, large jewelry retail markets across the country have shrunk the business and reduced the
reason(In specific income and profits, if the company continued to invest large funds into the jewelry retail market, the
project) business risks would be large, so the company has planned to reduce the investment scale in single retail
market, change to cooperate with the jewelry distributors and operators in some second and third tier cities,
establish the small jewelry retail stores with the help of their managerial experience and industry resources,
accumulate the industry experience, and train the management team so as to enlarge the investment scale
when the industry climate becomes better. (5) Jewelry training business: this project has not yet been put
into use. The company has started to investigate some schools in early 2015 and found that there are
already many jewelry training schools in Shenzhen Shuibei area and the market competition is rather
intense; at the same time, affected by the decline of prosperity in jewelry industry, the demand for training
business has substantially reduced. If the company invests in the construction of jewelry training schools,
the return on investment is relatively low and the payback period is long, so the company has decided to
suspend the investment plan for this project, and wait to argue until the business of jewelry service industry
23
深圳市特力(集团)股份有限公司 2015 年年度报告全文
goes smoothly and enough resources are accumulated. The raised funds in the original plan shall be used
for other projects. (6) Automobile leasing business supporting the jewelry market: the project has not yet
been put into use. One main reason is that Shenzhen Municipal Government announced the
implementation of car-purchase restriction policy on December 29, 2014, the car purchase takes two
methods, i.e. lottery and bidding, this policy made the company unable to carry out this business as
planned; another reason is that the prosperity of jewelry industry has declined, the demand for automobile
leasing has greatly reduced in jewelry industry of Shuibei, and the business prospects are influenced, so the
company has decided to cancel the investment in this project. The raised funds in the original plan shall be
used for other projects.
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
Applicable
On April 27, 2015, the company held the thirtieth interim meeting of the seventh board of directors which
Regulation of deliberated and approved the motion about replacing the self-raised funds beforehand invested in
implementation ways fundraising project with the raise funds, and agreed the company to replace the self-raised funds of
of investment project 114,162,000 Yuan invested in fundraising project with the raise funds, of which 15.6 million Yuan was
of raised capitals 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
Invested in pre-phases On April 28, 2015, the company held the twelfth meeting of the seventh board of directors which
24
深圳市特力(集团)股份有限公司 2015 年年度报告全文
and replacement for deliberated and approved the proposal on the use of some idle raised funds to buy guaranteed financial
raised fund projects products, authorized the company and its subsidiary – Zhongtian Company to use the idle funds to
purchase guaranteed financial products, the total amount should not be more than 350 million yuan. As of
December 31, 2015, the balance of the company’s financial products is 230 million yuan. The remaining
unused raised funds and financial income of 12,221,500 yuan have been saved in special account
according to the regulations of "Raised-funds Management System" for subsequent construction of
investment projects.
Issues or other
conditions found in use
Not applicable
of fund raised and
disclosure
(3)The changed project of raised proceeds
□ Applicable √ Not applicable
The Company has no project of raised proceeds changed in the Period
VI. Sales of major assets and equity
1. Sales of major assets
□ Applicable √ Not applicable
The Company had no sales of major assets in the reporting period.
2. Sales of major equity
□ Applicable √ Not applicable
VII. Analysis of main holding company and stock-jointly companies
√Applicable □ Not applicable
Particular about main subsidiaries and stock-jointly companies net profit over 10%
In RMB
Company Main Register Operating Operating
Type Total assets Net Assets Net profit
name business capital revenue profit
Shenzhen
Auto Sales of auto
RMB 58.96
Industry and Subsidiary and 294,288,382. 250,732,485. 18,563,825.4 19,925,371.4 17,846,264.7
million
Trade accessories 93 52 2 3 5
Corporation
Shenzhen SD Auto
US$ 5
Huari Subsidiary maintenance 73,502,086.1 30,526,668.1 32,837,537.5 -3,024,915.9 -2,773,873.6
million
Automobile and 6 4 5 6 2
25
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Enterprise production
Co. and sales of
Limited accessories
Shenzhen
Zhongtian Property RMB 267.25
Subsidiary 394,002,212. 284,052,220.
Industrial rental million 4,955,918.04 4,284,793.54 3,217,472.27
49 74
Co., Ltd
Shenzhen
Huari Toyota Sales of RMB 2
Subsidiary 38,009,203.4 -6,909,011.5 185,704,704.
Automobile automobile million 1,472,011.51 1,559,595.56
6 0 44
Sales Co. Ltd
Shenzhen
Manufacture
Xinyongtong
of inspection
Auto Vehicle RMB 19.61
Subsidiary equipment 14,902,191.7 934,101.38
Inspection million 2,526,780.16 4,085,453.00 1,251,276.89
for motor 9
Equipment
vehicle
Co., Ltd.
Shenzhen
Tellus Inspection
Xinyongtong and repair of RMB 32.90
Subsidiary 83,371,768.3 45,271,182.8 12,820,360.5
Automobile motor million 2,261,995.35 1,660,758.33
8 6 8
Development vehicle
Co. Ltd
Shenzhen SD Real estate
Tellus Real developmen RMB 31.15
Subsidiary 28,643,517.1 11,983,974.3 - 113,178.46 113,178.46
Estate Co., t and million
2 0
Ltd operation
Shenzhen SD
Tellus
Property RMB
Property Subsidiary 35,049,202.8 12,008,576.2 41,045,926.7
management 7.05million 2,323,460.26 1,927,740.64
Management 7 2 6
Co., Ltd
Shenzhen
Tellus Real Trading
RMB 2
Estate Subsidiary agency of 74,950.00 -32,021.16 -32,021.16
million 2,577,341.06 2,450,205.81
Exchange real estate
Co. Ltd
Shenzhen
Zung Fu Sales of auto
Stock jointly RMB 30
Tellus Auto and 544,475,609. 206,547,850. 457,918,003. -39,304,240. 50,882,918.2
company million
Service Co., maintenance 29 48 79 42 7
Ltd.
26
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Manufacture
Shenzhen
and
Dongfeng Stock jointly RMB 100
maintenance 310,254,516. 207,850,195. 876,992,496.
Automobile company million 2,618,933.00 5,242,659.00
of 00 00 00
Co., Ltd.
automobile
Particular about subsidiaries obtained or disposed in report period
□ Applicable √ Not applicable
Notes of holding and shareholding companies
VIII. Structured vehicle controlled by the Company
□ Applicable √ Not applicable
IX. Future Development Prospects
(I) The Company’s future development strategy
1. The status and tendency of jewelry industry
Affected by the economic environment, the 10-year golden development period for jewelry came to an end and the
jewelry industry had stagnation and decline in recent two years, the industrial shrink brought great impact on every
link of jewelry industry chain. The industrial competition made higher requirements for the capital, operations,
channels, technology, marketing of jewelry enterprises, and many jewelry enterprises actively or passively started
the transition from disordered competition to the request of more rational development approach.
In the long term, benefiting from the consumption upgrade, the jewelry industry still has huge room for
development. Compared to the United States, Japan, Britain, France and other countries, China's per capita
consumption of jewelry is significantly low, the consumption of diamonds and multicolored jewelries continue to
increase, which provides long-term source of profits for the jewelry industry.
2. The company’s strategic planning assumptions
Since the establishment of strategic development direction, the company has conducted in-depth research in the
jewelry market across the country, and constructed the design creativity and wechat entrepreneurial platform based
on the physical platform of Tellus Shuibei jewelry industrial park; established the regional channel platform and
regional retail terminal platform, created the whole industry chain trading service platform; taken financial services
as a link to achieve the interoperability across platforms, build large data centers for jewelry industry, and strive to
build the planning assumptions of Tellus jewelry industry ecosystem.
(1) Shuibei jewelry industrial park
Currently, Tellus Shuibei Jewelry Building project in Shuibei jewelry industrial park
is expected to put into use by the end of 2016, Golden Plaza constructed by joint venture – Shenzhen Tellus
Jimeng Investment Co., Ltd. is expected to put into use in August 2016, Xinglong Gold Jewelry Building
(formerly known as "Shenzhen Shuibei Xinglong R & D Center Building ") constructed by joint-stock company -
Shenzhen Xinglong Machinery Mould Co., Ltd. is expected to put into use in July 2016.
After the completion of above-mentioned key projects, the company can take the jewelry manufacturers gathered
by physical platform as the basis, connect the channels and manufacturers by taking financial services as a link to
meet the business development requirements of both sides and get mutual benefit. Meanwhile, the company can
integrate various elements of industry chain based on the industrial park, construct the design creativity and wechat
entrepreneurial platform, increase the attractiveness to manufacturers and channel partners, and cultivate the new
profit growth points.
27
深圳市特力(集团)股份有限公司 2015 年年度报告全文
(2) Regional channel platform
Through the in-depth study to jewelry industry, the company thinks that channels are the core connecting link
between the preceding and the following of the entire jewelry industry chain. The regional channel platform has
wide development space and high profitability level, and can directly involve in the industrial chain management,
the company can take the construction of regional channel platform as the starting point and provide the whole
industry chain services to get more profits and make a certain impact on jewelry industry at the same time.
The company may create a regional channel platform, develop and expand the platform through the financial
services of supply chain, gradually form a national channel platform, obtain the main sources of profits through
financial and other additional services and get the future growth space by grafting e-commerce so as to make a
certain influence on the upstream and downstream of jewelry industry.
(3) Regional retail terminal platform
The company plans to extend the business to jewelry industrial chain terminals-- retail terminal platform.In virtue
of the resources of Shuibei manufacturers and channels in various regions, enhance the attractiveness to retailers
by providing financial services and e-commerce business, expand the scale of the terminal platform, and gradually
form a national jewelry retail terminal platform.
(4) Financial services of jewelry
According to the company's strategic framework and physical platform construction progress, the company plans to
establish a closed loop of finance industry included small loans, commercial factoring, guarantee business,
financial leasing, internet financing and other service items. As a link, the financial services platform will deeply
blend in physical platforms, regional channel platforms and regional retail terminal platforms business of Shuibei
jewelry industrial park, and become the important support for the company's future business.
(5) E-commerce business
After the steady development and expansion of regional trading platform, the company plans to cooperate with
e-commerce enterprises, merger and absorb the outstanding and mature e-commerce enterprises or establish the
industry funds incubation methods, make use of the advantages of e-commerce enterprises in e-commerce field
and business system, take advantage of the data and resources accumulated in physical platforms of Shuibei
industrial park, regional channel platforms and regional retail terminal platforms to complement the advantages of
virtual and physical platforms, build Tellus jewelry e-commerce platform, and complete the company’s initial
layout in e-commerce platform.
By the landing and implementation of above plans, the company will take financial service as a link to attract the
regional channels to cooperate with manufacturers of Shuibei physical platform, at the same time, the company
will develop the retail terminal business in virtue of the resources of channels, obtain the big data and develop
e-commerce business by physical platforms of Shuibei jewelry, regional channel platforms and regional retail
terminals, all section support each other and develop harmoniously, eventually form a closed loop and create
Tellus jewelry industry ecosystem, and make a wide range of market influence on the entire jewelry market.
(II) The company’s business plan in 2016
1. Complete the construction of key projects in the industrial park
Based on keeping the existing business steady , the company's focus of work in 2016 shall fully transfer to the
construction, investment and operations of Tellus Shuibei Jewelry Building (Phase I project), and timely advance
the development and construction of Tellus Gimeng Industrial Park No. 3 block (Phase II project).
2. Fully promote the transformation
In 2016, the company will fully promote the transformation and adopt multiple means to promote the landing and
implementation of business models. The company will focus on the strategic thinking of transforming to be a
28
深圳市特力(集团)股份有限公司 2015 年年度报告全文
comprehensive service provider in jewelry industry, take full advantage of market resources and company
resources, make in-depth analysis, excavate the meeting point between the regional channel platforms and retail
terminal platform and the company's superior resources, refine the implementation program and path; seek for the
target companies that meet the company's strategies and own development characteristics through a variety of
channels, and make the company bigger and stronger in e-commerce, jewelry financial services and retail terminal
fields through a variety of ways including cooperation, mergers and acquisitions, and industry funds incubation, etc.
3. Continue to deepen the internal reform, improve the enterprise competitiveness
The company will strengthen internal control, control costs, reduce costs, and ensure the smooth completion of
annual management tasks; adhere to market-oriented operation, standardized operation, further marketize rental
prices, and improve property operating income; accelerate the marketization process of property companies, the
company will take the property management project of Tellus Shuibei Jewelry Building as an opportunity to
enhance the property management level and transform to high-end property management; strengthen the
supervision to shareholding enterprises, support the enterprises to improve management; explore the exit
approaches of automotive business in accordance with the smooth, orderly, and soon principle.
(III) Funds needed for the company’s future development
The company has completed the non-public offering of shares in March 2015, and the raised funds have been
credited into account. The company will regulate the expenditure of funds in strict accordance with the regulatory
measures of raised funds so as to maximize the utility of raised funds. At the same time, the company will furthest
use the temporarily idle funds, actively carry out the bank financing, and create the maximum benefits of funds.
The company will fully demonstrate the bank loans, capital market refinancing and other financing methods
according to its own operation and acquisition or investment demands, expand the financing channels, and raise the
funds; grasp the status of business environment and the variation trends of management environment of capital
structure, actively open up the new sources of capital, flexibly select the financing strategy selection, complete the
fund guarantee, and provide effective support for the company's future business development.
(IV) Risks may face
1. It is difficult for automobile to withdraw from the business
According to the company’s strategic positioning of withdrawing from automobile main business in 2014, the
company shall face personnel placement and related industry adjustment when implementing the plan for
smoothly and orderly withdrawing from automobile sales business, the withdrawing shall be rather difficult and
the progress will be a little later than the expectation.
The company will resolutely promote the plan to orderly withdraw from the car sales business, strengthen the
communication, enhance the coordination of all parties, and deal with the conflicts among all parties.
2. The development plan and completion plan of project construction may be affected by following force
majeure factors:
(1) Changes in regulations and policies may affect the development of the project;
(2) Procedures of certifications and licenses for development projects may have an impact on the development
progress of the project;
(3) The removing progress of project involving removing may have an impact on the progress of the project;
(4) Significant changes in the weather may have an impact on the progress of the project;
(5) Other unpredictable events may have an impact on the progress of the project.
3. The transformation road is arduous
The company faces uncertainties in the layout of jewelry market. From the external environment, the jewelry
29
深圳市特力(集团)股份有限公司 2015 年年度报告全文
market has been rather sluggish in recent years, the overall industry shrinks, and the competition intensifies. From
the internal environment, after initially establishing the strategic planning assumptions, the company still faces
with the specific entry points, and the selection and exploration of implementation approaches.
Although the transformation road is difficult, the company will continue to promote the transformation of firm
belief.
X. Reception of research, communication and interview
1. In the report period, reception of research, communication and interview
√Applicable □ Not applicable
Time Way Type Basic situation index of investigation
Panorama network has asked questions
about the reasons for revenue decrease
and profit increase in the mid-year
report, the company performance, the
progress of Tellus Shuibei Jewelry
2015-09-09 Telephone Communication Organization
Building, and the company's share price,
etc.; please see details on "Investor
relations activities log sheet" disclosed
on easy interactive platform of Shenzhen
Stock Exchange on September 9, 2015.
Shenzhen Special Zone Daily has asked
questions about the company's share
price, state-owned enterprise reform
policies, company performance, etc.;
2015-09-24 Telephone Communication organization
please see details on "Investor relations
activities log sheet" disclosed on easy
interactive platform of Shenzhen Stock
Exchange on September 24, 2015.
Reception (times) 2
Number of hospitality 2
Number of individual reception 0
Number of other reception 0
Disclosed, released or let out major undisclosed
No disclosed, released or let out major undisclosed information
information
30
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Section V. Iimportant Events
I. Profit distribution plan of common stock and capitalizing of common reserves plan
Formulation, Implementation and Adjustment of common stock Profit Distribution Policy Especially Cash Dividend policy during
the Reporting Period
√Applicable □ Not applicable
Profit distribution plan (pre-plan) of common stock and capitalizing of common reserves plan (pre-plan) in latest three years
(including the reporting period)
The accumulated retained profit of parent company ended as 2013, 2014 counted as -10,976.46 million Yuan,
-10,967.37 million Yuan respectively, has no profit distribution and cash bonus. Consolidated statements of the
company's 2015 annual net profit attributable to shareholders of the parent company is 4,276.88 million Yuan, the
consolidated statement of the non distribution of profits is 374.23 million Yuan, the accumulated retained profit of
parent company is -9,138.89 million Yuan. The Company has no profit distribution and cash bonus in 2015 due to
the negative value of the accumulated retained profit of parent company.
Cash dividend of common stock in latest three years (including the reporting period)
In RMB
Net profit Ratio in net profit
attributable to attributable to
common stock common stock
Year for bonus Amount for cash shareholders of shareholders of Amount for cash Proportion for cash
shares bonus (tax included) listed company in listed company bonus by other ways bonus by other ways
consolidation contained in
statement for bonus consolidation
year statement
2015 0.00 42,768,789.52 0.00% 0.00 0.00%
2014 0.00 10,345,217.67 0.00% 0.00 0.00%
2013 0.00 7,185,944.01 0.00% 0.00 0.00%
The Company gains profits in reporting period and the retained profit of common stock shareholders provided by parent company is
positive but no plan of cash dividend proposed of common stock
□ Applicable √ Not applicable
II. Profit distribution plan and capitalizing of common reserves plan for the Period
□ Applicable √ Not applicable
The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either for
the year
31
深圳市特力(集团)股份有限公司 2015 年年度报告全文
III. Implementation of commitment
1. Commitments that the company, shareholders, actual controller, offeror, directors, supervisors, senior
management or other related parties have fulfilled during the reporting period and have not yet fulfilled by
the end of reporting period
√Applicable □ Not applicable
Type of Commitmen Commitm Implementa
Commitments Promise Content of commitments
commitments t date ent 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.
(2) Apart from the above-mentioned
statutory commitment, SDG also made
the following special commitment: with
36 months since the day the reform plan
starts to take effect, SDG would not list
at Shenzhen Stock Exchange and sell
the shares of Tellus it held (except for
the shares used to promote the
Commitments Commitments administration level of Tellus). Implementi
for share merger SDG for share 2005-12-25 Long-term
(3) The administration level would ng
reform merger reform
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.”
32
深圳市特力(集团)股份有限公司 2015 年年度报告全文
2. Special commitment concerning the
incentive mechanism
In order to effectively boost the core
management level and business
backbones for long, SDG would take
out its shares, not exceeding 10% in
total number after the Share Merger
Reform, and apply them to the boost of
the administration level. The shares
would be sold to the Company’s
administrative level over 3 years, with
the selling price being the net asset
value per share audited during the
period nearest to the implementation.
Before the implementation of the
promoting plan by share selling each
year, the administration level must
prepay the Company a risk
responsibility fund, i.e. 20% of the
planned selling price; Should the work
of the performance examination set by
the Board failed to be finished, the paid
risk responsibility fund would not be
refunded and shall be owned by the
Company. Detailed rules concerning the
limitations on the administration level,
such as the subscription conditions and
risk responsibility fund, and boost plans
would be set by the Board and
submitted to relevant departments for
approval. The implementation of the
shares for promoting would be
conducted strictly according to relevant
laws and regulations, and the circulation
conditions of these shares would be in
conformity with relevant regulations set
by the Shenzhen Stock Exchange.
3. Relevant expenses of this Share
Merger Reform of Tellus would be paid
by SDG.
Commitments SDG, the controlling shareholder of the
for
Company, made a special commitment Implementi
SDG Share Merger 2014-06-26 2016-6-30
of incentive mechanism in Share ng
Reform
Merger Reform. After that SASAC and
33
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Ministry of Finance jointly issued a
“Trial Approach of Equity Incentive for
State-Owned Listed Companies”, and
CSRC issued the “Incentive
Management on Shares of Listed
Companies (Trial)”, after comparison,
the above mentioned commitments
made by SDG are out of the relevant
regulations and requirement, relevant
commitments are not implemented as a
result. On 26 June 2014, the Company
actively communicating with SDG, and
promised that on the premise of
subjecting to applicable laws and
regulations and supervision
requirements, continues to support the
Company promote a long-term
incentive plan as soon as possible in
stead of the commitments made in share
merger reform, and complete the
long-term incentive plan before 30 June
2016. At that time, the long-term
incentive plan shall be implemented
after submit for deliberation in General
Meeting.
Commitments in
report of
acquisition or
equity change
Commitments in
assets
reorganization
Shenzhen Capital 1. The commitments of the relevant
Fortune bodies on the timely arrival of funds of
Investment share subscription: On August 22, 2014,
Management Co., about the subscription to Test Rite
Commitments
Ltd.; Shenzhen Group’s private placement of shares,
make in initial 2015-3-27
Jiahe Investment Other Jewelry Industry Funds, SZ Capital, 2014-08-22 Completed
public offering
Management Capital Fortune, Jiahe Investment,
or re-financing
Enterprise; Wanbang Investment, and Test Rite
Shenzhen Wanban Group have respectively issued the
Investment “commitment letter”, and made
Management Co., commitments to the timely arrival of
34
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Ltd.; Shenzhen funds of share subscription. The specific
Capital contents of Jewelry Industry Funds’
Investment Co., commitment letter are that after this
Ltd.; Shenzhen non-public offering of shares being
Zhiyuan Fuhai approved by the China Securities
Jewlry Industry Regulatory Commission, the
Investment subscription funds of Test Rite Group’s
Enterprise; non-public offering of shares have all
ShenZhen Tellus been in place when reporting the issuing
Holding Co.,Ltd 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 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
35
深圳市特力(集团)股份有限公司 2015 年年度报告全文
publicly disclosed protocols.
The commitments to the fulfillment of
information 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 business Implementi
Other 2014-10-17 Long-term
Holding Co.,Ltd development that has not been disclosed ng
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.
Equity incentive
commitment
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 follows: 1. The
Horizontal Implementi
SDG Company and other enterprises 2014-05-26 Long-term
Competition ng
controlled by the Company except Test
Rite Group haven’t occupied in any
business that could substantially
Other compete with the main businesses of
commitments Test Rite Group, and have no horizontal
for medium and
small competition relationship with Test Rite
shareholders Group.
The accumulative rate of deviation
value of the share price of the
Company's stock Tellus A (stock code:
000025) has reached 20% in three
Not
consecutive trading days (March 19,
ShenZhen Tellus implement
2015, March 20, 2015, March 23, 2015-03-23 2015-6-23 Completed
Holding Co.,Ltd assets
2015). According to the relevant
restructuring
provisions of Shenzhen Stock
Exchange, it belongs to abnormal
fluctuations of shares. Verified by the
Company, in addition to the disclosed
36
深圳市特力(集团)股份有限公司 2015 年年度报告全文
non-public offering of shares (Please
refer to the latest details on “Notice on
non-public offering of shares obtaining
the approval of China Securities
Regulatory Commission” No. 2015-005
published on "Securities Times", "Hong
Kong Commercial Daily", and Juchao
Website by the Company on February 3,
2015, the Company, the controlling
shareholders and actual controller
currently do not exist the major assets
restructuring, acquisition, issuance of
shares and other issues have significant
impacts on the Company, and make
commitments not to plan and prepare
the major assets restructuring,
acquisition, issuance of shares in the
next three months.
From 2014 to 2016, the company’s
profits will first be used to cover the
losses of previous years; after making
up for losses of previous years, in the
premise that the company’s profits and
cash flow can meet the company's
normal operations and long-term
development, reward shareholders, the
company will implement positive profit
distribution approaches to reward the
shareholders, details are as follows: 1.
The company’s profit distribution can
ShenZhen Tellus Commitments adopt cash, stock or the combination of 2016-12-3 Implementi
2014-06-03
Holding Co.,Ltd for dividend cash and stock or other methods 1 ng
permitted by law. The foreign currency
conversion rates of domestically listed
foreign shares dividend are calculated
according to the standard price of HK
dollar against RMB announced by
People's Bank of China on the first
working day after the resolution date of
the shareholders' meeting. The company
prefers to adopt the cash dividends to
distribute profits. In order to maintain
the adaptability between capital
expansion and performance growth, in
37
深圳市特力(集团)股份有限公司 2015 年年度报告全文
the premise of ensuring the full cash
dividend distributions and the
rationality of equity scale and equity
structure, the company can adopt the
stock dividend methods to distribute
profits. 2. According to the "Company
Law" and other relevant laws and the
provisions of the company’s "Articles of
Association", following conditions
should be satisfied when the company
implements cash dividends: (1) the
company's annual distributable profits
(i.e. the after-tax profits after making up
for losses and withdrawing
accumulation funds) are positive value,
the implementation of cash dividends
will not affect the company's
subsequent continuing operations; (2)
the audit institution issues the standard
audit report with clean opinion to the
company's annual financial report; (3)
the company has no significant
investment plans or significant cash
outlay (except for fund-raising
projects). Major investment plans or
significant cash outlay refer to: the
accumulated expenditures the company
plans to used for investments abroad,
acquisition of assets, or purchase of
equipments within the next 12 months
reach or exceed 30% of the net assets
audited in the latest period. 3. In the
premise of meeting the conditions of
cash dividends and ensuring the
company’s normal operation and
long-term development, the company
makes cash dividends once a year in
principle, the company’s board of
directors can propose the company to
make interim cash dividends in
accordance with the company's
profitability and capital demand
conditions. The proportion of cash
dividends in profits available for
38
深圳市特力(集团)股份有限公司 2015 年年度报告全文
distribution and in distribution of profits
should meet the following requirements:
(1) in principle, the company’s profits
distributed in cash every year should not
be less than 10% of profit available for
distribution realized in the same year,
and the company’s profits
accumulatively distributed in cash in the
last three years should not be less than
30% of the annual average profit
available for distribution realized in the
last three years. (2) if the company’s
development stage belongs to mature
stage and there is no significant capital
expenditure arrangement, when
distributing profits, the minimum
proportion of cash dividends in this
profit distribution should be 80%; (3) if
the company’s development stage
belongs to mature stage and there are
significant capital expenditure
arrangements, when distributing profits,
the minimum proportion of cash
dividends in this profit distribution
should be 40%; (4) if the company’s
development stage belongs to growth
stage and there are significant capital
expenditure arrangements, when
distributing profits, the minimum
proportion of cash dividends in this
profit distribution should be 20%; when
the company's development stage is not
easy to be differed but there are
significant capital expenditure
arrangements, please handle according
to the preceding provisions. 4. On the
condition of meeting the cash dividend
distribution, if the company's operation
revenue and net profit grow fast, and the
board of directors considers that the
company’s equity scale and equity
structure are reasonable, the company
can propose and implement the
dividend distribution plans except
39
深圳市特力(集团)股份有限公司 2015 年年度报告全文
proposing the cash dividend distribution
plans. When allocating stock dividend
every time, the stock dividend per 10
shares should be no less than 1 share.
Stock allocation can be implemented
individually or in combination of cash
dividends. When confirming the exact
amount of profit distribution by stock,
the company should fully consider if the
general capital after profit distribution
by stock matches with the company’s
current operation scale and profit
growth rate and consider the impact on
future financing so as to make sure the
allocation plans meet the overall
interests of all shareholders.
Completed on
Y
time(Y/N)
2. Concerning assts or project of the Company, which has profit forecast, and reporting period still in
forecasting period, explain reasons of reaching the original profit forecast
□ Applicable √ Not applicable
IV. Non-operational fund occupation from controlling shareholders and its related party
□ Applicable √ Not applicable
No non-operational fund occupation from controlling shareholders and its related party in period.
V. Explanation from Board of Directors, Supervisory Committee and Independent Directors
(if applicable) for “Qualified Opinion” that issued by CPA
□ Applicable √ Not applicable
VI. Particulars about the changes in aspect of accounting policy, estimates and calculation
method compared with the financial report of last year
□ Applicable √ Not applicable
No particulars about the changes in aspect of accounting policy, estimates or calculation method in Period.
VII. Major accounting errors within reporting period that needs retrospective restatement
□ Applicable √ Not applicable
No major accounting errors within reporting period that needs retrospective restatement for the Company in the period.
40
深圳市特力(集团)股份有限公司 2015 年年度报告全文
VIII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
□ Applicable √ Not applicable
No changes in consolidation statement’s scope of the Company in the period.
IX. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm Ruihua Certified Public Accountants (LLP)
Remuneration for domestic accounting firm (in 10
55
thousand Yuan)
Continuous life of auditing service for domestic
2
accounting firm
Name of domestic CPA Yuan Longping, Qin Changming
Re-appointed accounting firms in this period
□Yes √No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√Applicable □ Not applicable
In reporting period, Ruihua Certified Public Accountants (LLP) was engaged by the Company as audit institute
for internal control, remuneration amounting as RMB 240,000.
In 2014, The Company engaged Huaxi Securities Co., Ltd. as the sponsor due to private placement in the Period,
sponsor fee amounting as 2 million Yuan.
X. Particular about suspended and delisting after annual report disclosed
□ Applicable √ Not applicable
XI. Bankruptcy reorganization
□ Applicable √ Not applicable
No bankruptcy reorganization for the Company in reporting period
XII. Significant lawsuits and arbitrations of the Company
□Applicable √Not applicable
No significant lawsuits and arbitrations occurred in the reporting period
XIII. Penalty and rectification
□ Applicable √ Not applicable
No penalty and rectification for the Company in reporting period.
41
深圳市特力(集团)股份有限公司 2015 年年度报告全文
XIV. Integrity of the company and its controlling shareholders and actual controllers
□ Applicable √ Not applicable
XV. Implementation of the company’s stock incentive plan, employee stock ownership plan or
other employee incentives
□ Applicable √ Not applicable
During the reporting period, the company has no stock incentive plan, employee stock ownership plan or other employee incentives
that have not been implemented.
XVI. Major related transaction
1. Related transaction with routine operation concerned
√Applicable □ Not applicable
Approv
Settlem
Pricing Transact ed
Content Proporti ent
Type Principl ion Transact Whethe
of on in method
of the e of amount ion r exceed
the Transact same of Similar Disclos
Related Relation related- the (RMB quota the Disclos
relate ion kind the market ure
party ship party related- Ten (RMB approve ure date
d-party price of related- price index
transacti party Thousa Ten d
transacti transacti party
on transacti nd Thousa quota
on ons transacti
on Yuan) nd
on
Yuan)）
Director Related Accordi
Shenzhen
of the transacti ng to
Zung Fu Referen
compan on with the
Tellus house ce
y's routine 530 530 4.93% 530 no contract 530
Auto renting; market
board of concern or
Service pricing
director ed agreeme
Co., Ltd.
s nt
Total -- -- 530 -- 530 -- -- -- -- --
Details of large amount of sales
no
returns
As for the prediction on the total
amount of routine related-party
transactions to be occurred in the
no
reporting period by relevant types,
the actual performance in the
reporting period (if any)
42
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Reason for significant difference
between the transaction price and no
the market price
2. Related transactions by assets acquisition and sold
□ Applicable √ Not applicable
No related transactions by assets acquisition and sold for the Company in reporting period
3. Main related transactions of mutual investment outside
□ Applicable √ Not applicable
No main related transactions of mutual investment outside for the Company in reporting period
4. Contact of related credit and debt
√Applicable □Not applicable
Whether the Company had non-operating contact of related credit and debt
√ Yes □ No
Claim receivable from related party:
Whether Current
Balance at Current Current
has newly Balance at
period-begi recovery interest
Related Relationshi non-busines added period-end
Causes n (10 (10 Interest rate (10
party p s capital (10 (10 thousand
thousand thousand thousand
occupying thousand Yuan)
Yuan) Yuan) Yuan)
or not Yuan)
Influence on operation
results and financial
Not applicable
status from related credit
and debts
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)
Shenzhen Parent
loans 7,300 1,000 361 6,300
SDG Co., Ltd. company
Current
Shenzhen Parent
account and 5,978 481 1,665 59 4,794
SDG Co., Ltd. company
loans interest
Shenzhen Parent Huari Co.,
1,892 5 61 1,887
SDG Co., Ltd. company Ltd.loans
Influence on operation
results and financial status The increase in interest expense caused the total profit decreased 4.81 million yuan.
from related credit and debts
43
深圳市特力(集团)股份有限公司 2015 年年度报告全文
5. Other related transactions
□ Applicable √ Not applicable
The company had no other significant related transactions in reporting period.
XVII. Significant contract and implementations
1. Trusteeship, contract and leasing
(1) Trusteeship
□ Applicable √ Not applicable
No trusteeship for the Company in reporting period
(2) Contract
□ Applicable √ Not applicable
No contract for the Company in reporting period
(3) Leasing
□ Applicable √ Not applicable
No leasing for the Company in reporting period
2. Major guarantees
√Applicable □ Not applicable
(1) Guarantees
In 10 thousand Yuan
Particulars about the external guarantee of the Company (Barring the guarantee for subsidiaries)
Guarante
Related
Actual date of e for
Announce Actual Implemen
Name of the Company Guarantee happening (Date Guarantee Guarantee
ment guarantee related
guaranteed limit of signing type term ted (Y/N)
disclosure limit
agreement) party
date
(Y/N)
To the expire
Shenzhen Zung Fu
date of joint
Tellus Auto Service 2014-09-30 3,500 2007-04-17 3,500 Pledged N Y
venture
Co., Ltd.
contract
Total actual occurred
Total approving external guarantee
0 external guarantee in report 3,500
in report period (A1)
period (A2)
Total actual balance of
Total approved external guarantee
3,500 external guarantee at the 3,500
at the end of report period ( A3)
end of report period (A4)
Guarantee of the Company and the subsidiaries
Guarante
Related
Actual date of e for
Announce Actual Implemen
Name of the Company Guarantee happening (Date Guarantee Guarantee
ment guarantee related
guaranteed limit of signing type term ted (Y/N)
disclosure limit
agreement) party
date
(Y/N)
44
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Shenzhen Zhongtian Joint liability 2014-6-24 To
2014-05-07 30,000 2014-06-24 30,000 N Y
Industrial Co., Ltd. guaranty 2024-6-23
Shenzhen Zhongtian General
2014-03-17 4,140 4,140 To 2016-6-25 N Y
Industrial Co., Ltd. guarantee
Shenzhen Auto
General
Industry and Trade 2014-08-20 1,000 2014-09-16 1,000 2015-9-16 Y Y
guarantee
Corporation
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in report 0 35,140
subsidiaries in report period
period (B1)
(B2)
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 35,140 34,140
the end of reporting period
end of reporting period (B3)
(B4)
Guarantee of the subsidiaries and the subsidiaries
Guarante
Related
Actual date of e for
Announce Actual Implemen
Name of the Company Guarantee happening (Date Guarantee Guarantee
ment guarantee related
guaranteed limit of signing type term ted (Y/N)
disclosure limit
agreement) party
date
(Y/N)
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 Y Y
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 Y Y
Service Co., Ltd.
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in report 0 6,700
subsidiaries in report period
period (C1)
(C2)
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 6,700 0
the end of reporting period
end of reporting period (C3)
(C4)
Total amount of guarantee of the Company( total of three abovementioned guarantee)
Total amount of approving Total amount of actual
guarantee in report period 0 occurred guarantee in report 45,340
(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 37,640
period (A3+B3+C3) report period (A4+B4+C4)
45
深圳市特力(集团)股份有限公司 2015 年年度报告全文
The proportion of the total amount of actually guarantee in the net
43.36%
assets of the Company (that is 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 parties
0
whose assets-liability ratio exceed 70% directly or indirectly(E)
Proportion of total amount of guarantee in net assets of the
0
Company exceed 50%(F)
Total amount of the aforesaid three guarantees(D+E+F) 0
Explanations on possibly bearing joint and several liquidating
N/A
responsibilities for undue guarantees (if applicable)
Explanations on external guarantee against regulated procedures
N/A
(if applicable)
Explanation on guarantee with composite way
(2)Guarantee outside against the regulation
□Applicable √Not applicable
No guarantee outside against the regulation in Period.
3. Entrust others to cash asset management
(1) Trust financing
□Applicable √Not applicable
In 10 thousand Yuan
Amount
of reserve Gains/l
Principal for osses
Whether Actual
Trust Criteria actually devaluati actuall
related Anticipat gains/loss
Name Type financing Start date End date for fixing collected on of y
trade or ed income es in
amount reward in the withdrawi collect
not period
Period ng (if ed in
applicable period
)
Repayme
Shenzhen nt of
Tianan principal
Branch of Floating 2015-04- 2015-10- and
No 6,000 6,000 0 151.89 151.89 151.89
Industrial proceeds 30 15 interest
Bank Co., payment
Ltd. at
maturity
46
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Shenzhen Repayme
Branch of nt of
China principal
CITIC Floating 2015-04- 2015-07- and
No 3,000 3,000 0 32.91 32.91 32.91
Bank proceeds 30 30 interest
Corporati payment
on at
Limited maturity
Shenzhen
Branch of
Contract
China Structured 2015-04- 2015-07-
No 4,000 agreemen 4,000 0 40.5 40.5 40.50
Everbrigh deposit 30 30
t
t Bank
Co., LTd.
Shenzhen Repayme
Branch of nt of
China principal
CITIC Floating 2015-05- 2015-08- and
No 4,000 4,000 0 43.88 43.88 43.88
Bank proceeds 07 06 interest
Corporati payment
on at
Limited maturity
Repayme
Shenzhen nt of
Tianan principal
Branch of Floating 2015-05- 2015-05- and
No 5,000 5,000 0 2.4 2.4 2.40
Industrial proceeds 07 12 interest
Bank Co., payment
Ltd. at
maturity
Repayme
Shenzhen nt of
Tianan principal
Branch of Floating 2015-05- 2015-08- and
No 4,000 4,000 0 9.06 9.06 9.06
Industrial proceeds 08 26 interest
Bank Co., payment
Ltd. at
maturity
Shuibei
Jewellery Contract
Deposit 2015-05- 2015-07-
Branch of No 3,000 agreemen 3,000 0 6.21 6.21 6.21
products 08 29
China t
Construct
47
深圳市特力(集团)股份有限公司 2015 年年度报告全文
ion Bank
Co., Ltd.
Repayme
Shenzhen nt of
Tianan principal
Branch of Floating 2015-05- 2015-10- and
No 5,000 5,000 0 126.58 126.58 126.58
Industrial proceeds 14 29 interest
Bank Co., payment
Ltd. at
maturity
Repayme
Shenzhen nt of
Tianan principal
Branch of Floating 2015-05- 2015-10- and
No 3,000 3,000 0 75.95 75.95 75.95
Industrial proceeds 14 29 interest
Bank Co., payment
Ltd. at
maturity
Shenzhen Repayme
Gold nt of
Jewelry principal
Branch of Floating 2015-05- 2015-06- and
No 5,000 5,000 0 21.95 21.95 21.95
China proceeds 20 23 interest
Minsheng payment
Bank Co., at
Ltd. maturity
Repayme
Shenzhen nt of
Tianan principal
Branch of Floating 2015-07- 2015-09- and
No 2,000 2,000 0 15.97 15.97 15.97
Industrial proceeds 03 28 interest
Bank Co., payment
Ltd. at
maturity
Repayme
Shenzhen nt of
Tianan principal
Branch of Floating 2015-07- 2015-10- and
No 1,500 1,500 0 12.53 12.53 12.53
Industrial proceeds 24 23 interest
Bank Co., payment
Ltd. at
maturity
48
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Repayme
Shenzhen nt of
Tianan Current principal
Branch of Floating 2015-07- financial and
No 4,000 2,000 0 31.94 31.94 31.94
Industrial proceeds 31 managem interest
Bank Co., ent payment
Ltd. at
maturity
Shenzhen Repayme
Branch of nt of
China principal
CITIC Floating 2015-08- 2015-11-0 and
No 3,000 3,000 0 24.78 24.78 24.78
Bank proceeds 07 5 interest
Corporati payment
on at
Limited maturity
Repayme
nt of
Shenzhen
principal
Branch of
Floating 2015-08- 2015-11-1 and
Bank of No 1,000 1,000 0 10.29 10.29 10.29
proceeds 07 3 interest
Jiangsu
payment
Co., Ltd
at
maturity
Shenzhen
Huali
Structured Contract
Branch of 2015-08- 2015-11-1
No deposit 3,000 agreemen 3,000 0 26.25 26.25 26.25
Everbrigh 10 0
t
t Bank
Co., Ltd.
Repayme
Shenzhen nt of
Huali Guarantee principal
Branch of d principal 2015-10- 2016-01- and
No 3,000 0 0 26.3 21.82 0
Everbrigh and 16 16 interest
t Bank income payment
Co., Ltd. at
maturity
Shenzhen Repayme
Tianan nt of
Floating 2015-10- 2016-03-
Branch of No 3,000 principal 0 0 56.61 00
proceeds 15 31
Industrial and
Bank Co., interest
49
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Ltd. payment
at
maturity
Repayme
nt of
Shenzhen
principal
Branch of
Floating 2015-10- 2015-11-2 and
Industrial No 1,500 1,500 0 3.82 3.82 3.82
proceeds 26 5 interest
Bank Co.,
payment
Ltd.
at
maturity
Repayme
Shenzhen nt of
Tianan principal
Branch of Floating 2015-10- 2016-04- and
No 5,000 0 0 0 00
Industrial proceeds 29 14 interest
Bank Co., payment
Ltd. at
maturity
Repayme
Shenzhen
nt of
Branch
principal
Sales
Floating 2015-11-0 2015-12- and
Departme No 3,000 3,000 0 11.4 11.4 11.40
proceeds 4 16 interest
nt of
payment
Jiangsu
at
Bank
maturity
Shenzhen Repayme
Branch of nt of
China principal
CITIC Floating 2015-11-2 2016-02- and
No 3,000 0 0 24.21 00
Bank proceeds 3 16 interest
Corporati payment
on at
Limited maturity
Shenzhen
Huali Guarantee
Contract
Branch of d principal 2015-11-1 2016-02-
No 3,000 agreemen 0 0 24.03 13.07 0
Everbrigh and 3 13
t
t Bank income
Co., Ltd.
Shenzhen No Floating 1,000 2015-11-1 Current Repayme 0 0 0 00
50
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Branch proceeds 8 financial nt of
Sales managem principal
Departme ent and
nt of interest
Jiangsu payment
Bank at
maturity
Repayme
Shenzhen
nt of
Branch
Current principal
Sales
Floating 2015-12- financial and
Departme No 3,000 0 0 0 00
proceeds 18 managem interest
nt of
ent payment
Jiangsu
at
Bank
maturity
Total 82,000 -- -- -- 59,000 0 779.46 683.2 --
Capital resource Idle fund-raising
Principal uncollected for overdue
0
and accumulated earnings
Lawsuit involved (if applicable) N/A
Disclosure date for approval
from the Board for trust 2015-04-29
financing (if applicable)
Disclosure date for approval
from board of shareholders for
trust financing (if applicable)
Yes, the decision-making process that the company uses idle raised funds to purchase financial
products meets the "Articles of Association", "Raised Funds Management System" and other
relevant provisions. Using idle raised funds to purchase financial products is implemented in the
Trust financing plan in the future
premise of not affecting the main business. A certain amount of investment income can be
obtained by properly investing in the low-risk financial products so as to improve the company's
capital usage efficiency.
(2) Entrusted loans
□ Applicable √ Not applicable
The company had no entrusted loans in the reporting period.
4. Other material contracts
□ Applicable √ Not applicable
No other material contracts for the Company in reporting period
51
深圳市特力(集团)股份有限公司 2015 年年度报告全文
XVIII. Explanation on other significant events
□ Applicable √ Not applicable
The Company had no explanation on other significant events in the reporting period.
XIX. Significant event of subsidiary of the Company
□ Applicable √ Not applicable
XX. Social responsibility
□ Applicable √ Not applicable
XXI. Issuance of corporate bonds
Whether the company has corporate bonds that have been publicly issued and listed on the stock exchange, and not yet due or due but
not fully cashed on the approval date of annual report
No
52
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in Share Capital
1. Changes in Share Capital
In Share
Before change Increase/decrease in this time (+ , - ) After change
Capitaliza
Bonus tion of
Amount Ratio New issue Other Subtotal Amount Ratio
share public
reserve
14,587,05 77,000,00 77,000,00 91,587,05
I. Restricted shares 6.62% 30.81%
6 0 0 6
2. State-owned corporation 14,587,05 20,587,05
6.62% 6,000,000 6,000,000 6.93%
shares 6 6
71,000,00 71,000,00 71,000,00
3. Other domestic shares 23.88%
0 0 0
Including: domestic legal 71,000,00 71,000,00 71,000,00
23.88%
person’s shares 0 0 0
205,694,5 205,694,5
II. Un-restricted shares 93.38% 69.19%
44 44
179,294,5 179,294,5
1. RMB ordinary shares 81.39% 60.31%
44 44
2. Domestically listed foreign 26,400,00 26,400,00
11.98% 8.88%
shares 0 0
220,281,6 77,000,00 77,000,00 297,281,6
III. Total shares 100.00% 100.00%
00 0 0 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
53
深圳市特力(集团)股份有限公司 2015 年年度报告全文
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
“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
Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators
□ Applicable √ Not applicable
2. Changes of restricted shares
√ Applicable □ Not applicable
In Share
Restricted
Shares
Opening shares Shares released Increased Ending shares Restricted
Shareholders Date for released
restricted in Period In restricted reasons
the
Period
SHENZHEN SDG
14,587,056 0 6,000,000 20,587,056 Additional issue 2018-3-36
CO., LTD.
Shenzhen Capital
Fortune Jewelry
Industry
0 0 71,000,000 71,000,000 Additional issue 2018-3-26
Investment
Enterprise (limited
partnership)
Total 14,587,056 0 77,000,000 91,587,056 -- --
54
深圳市特力(集团)股份有限公司 2015 年年度报告全文
II. Securities issuance and listing
1. Security offering (without preferred stock) in Reporting Period
√ Applicable □ Not applicable
Name of stock and Number of
Issue price (or Date of termination of
derivative Issue date Number of issue Date of listing permitted listed
interest rate) the transaction
securities transactions
Stock
Tellus A 2015-03-27 RMB 8.4 77,000,000 2018-03-26 77,000,000
Switching Company bonds, the separation transaction of switching company bonds, corporate bonds
Other derivative securities
Description of the issue of securities in the reporting period (excluding preferred shares)
In the reporting period, on January 29, 2015, the company’s non-public offering of shares has been approved and
obtained “Reply about the approval of non-public offering of shares of Shenzhen Test Rite (Group) Co. Ltd.” (SFC
license [2015] No. 173). 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.
2. Changes of total shares and shareholders structure as well as explanation on changes of assets and
liability structure
√ 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%
55
深圳市特力(集团)股份有限公司 2015 年年度报告全文
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
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 December 31, 2015, the company’s
asset-liability ratio was 24.82%, down 50.09% 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.
3. Existing internal staff shares
□ Applicable √ Not applicable
III. Particulars about shareholder and actual controller of the Company
1. Amount of shareholders of the Company and particulars about shares holding
In Share
Total preference
shareholders
Total preference
Total common with voting
Total common shareholders with
stock rights recovered
stock voting rights
shareholders at at end of last
shareholders in 76,801 66,810 recovered at end of 0 0
end of last month month before
reporting reporting period (if
before annual annual report
period-end applicable) (found
report disclosed disclosed (if
in note8)
applicable)
(found in note8)
Particulars about shares held above 5% by shareholders or top ten shareholders
Total Number of share pledged/frozen
Amount Amount
sharehold
Proportio Changes of of
Full name of Nature of n of ers at
in report restricted un-restrict
Shareholders shareholder shares the end of
State of share Amount
held period shares ed shares
report
held held
period
SHENZHEN SDG State-owned 151,870,5 20,587,05 131,283,5
51.09% 6,000,000
CO., LTD. corporation 60 6 04
Shenzhen Capital
Fortune Jewelry
Domestic non
Industry 71,000,00 71,000,00 71,000,00
state-owned 23.88%
Investment 00 0
corporate
Enterprise (limited
partnership)
GUOTAI JUNAN Foreign
0.39% 1,173,232 1,096,232 1,173,232
SECURITIES(HO corporation
56
深圳市特力(集团)股份有限公司 2015 年年度报告全文
NGKONG)
LIMITED
KGI ASIA Foreign
0.27% 817,211 817,211
LIMITED corporation
Foreign nature
Weng Zhengwen 0.19% 563,000 563,000
person
Guoyuan
Securities Foreign
0.16% 489,078 -402,504 489,078
Brokerage (Hong corporation
Kong) Co., Ltd.
Domestic nature
Chen Chujia 0.16% 471,090 471,090
person
Domestic nature
Zeng Huiming 0.13% 400,000 50,000 400,000
person
Domestic nature
Zhou Zhenbo 0.13% 380,000 380,000
person
Domestic nature
Qin Yuyan 0.10% 301,227 301,227
person
Strategy investors or general Shenzhen Capital Fortune Jewelry Industry Investment Enterprise (limited
corporation comes top 10 shareholders partnership)holds 71,000,000 RMB ordinary shares of the Company through private
due to rights issue (if applicable) (see placement, the shares subscribe cannot be trade or transfer within 36 months since the
note3) placement ended (27th March 2015)
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,
Explanation on associated relationship
and they do not belong to the consistent actionist regulated by the Management Measure of
among the top ten shareholders or
Information Disclosure on Change of Shareholding for Listed Companies. For the other
consistent action
shareholders of circulation share, the Company is unknown whether they belong to the
consistent actionist.
Particular about top ten shareholders with un-restrict shares held
Type of shares
Shareholders’ name Amount of un-restrict shares held at Period-end
Type Amount
RMB ordinary
SHENZHEN SDG CO., LTD. 131,283,504 131,283,504
shares
GUOTAI JUNAN Domestically
SECURITIES(HONGKONG) 1,173,232 listed foreign 1,173,232
LIMITED shares
Domestically
KGI ASIA LIMITED 817,211 listed foreign 817,211
shares
57
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Domestically
Weng Zhengwen 563,000 listed foreign 563,000
shares
Domestically
Guoyuan Securities Brokerage (HK)
489,078 listed foreign 489,078
Co., Ltd.
shares
Domestically
Chen Chujia 471,090 listed foreign 471,090
shares
Domestically
Zeng Huiming 400,000 listed foreign 400,000
shares
Domestically
Zhou Zhenbo 380,000 listed foreign 380,000
shares
Domestically
Qin Yuyan 301,227 listed foreign 301,227
shares
Domestically
Lu Zhang 280,610 listed foreign 280,610
shares
Among the top ten shareholders, there exists no associated relationship between the
Expiation on associated relationship or
state-owned legal person’s shareholders Shenzhen SDG Co., Ltd and other shareholders,
consistent actors within the top 10
and they do not belong to the consistent actionist regulated by the Management Measure of
un-restrict shareholders and between
Information Disclosure on Change of Shareholding for Listed Companies. For the other
top 10 un-restrict shareholders and top
shareholders of circulation share, the Company is unknown whether they belong to the
10 shareholders
consistent actionist.
Explanation on shareholders involving
margin business about top ten common
N/A
shareholders with un-restrict shares
held(if applicable) (see note4)
Whether top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held have a buy-back
agreement dealing in reporting period
□ Yes √ No
The top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held of the Company have no
buy-back agreement dealing in reporting period.
2. Controlling shareholder of the Company
Nature of controlling shareholders: local state-owned holding
Type of controlling shareholders: legal person
58
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Legal person/person
Controlling shareholders Date of foundation Organization code Main operation business
in charge of the unit
Investment to set up industrial
(specific items to be declared
separately; Invest in tourism;
development and operation of
real estate; domestic business,
material supply and marketing
SHENZHEN SDG CO., LTD. Zhang Junlin 1982-06-20 192194195 industry (excluding monopolized
commodity and commodity
under special government
control); economic
information(excluding restricted
projects); import & export
business
Equity of other
foreign/domestic listed
Except for the equity of the Company hold by SDG, 39.18 percent equity of Shenzhen SDG
company that controlled by
Information Co., Ltd. (short form”SDGI”, code: 000070) were held by SDG; and holds 1.31 percent
and have joint-stock from
equity of Sichuan Jinlu Group Co., Ltd. (short form”Jinlu Group”, code: 000510)
controlling shareholder in
reporting period
Changes of controlling shareholders in reporting period
□ Applicable √ Not applicable
The Company had no changes of controlling shareholders in reporting period
3. Actual controller of the Company
Nature of actual controller: local state-owned assets management
Type of actual controller: legal person
Legal
Actual controlling shareholders person/person in Date of foundation Organization code Main operation business
charge of the unit
Shenzhen Municipal People’s
Government State-owned
Gao Zimin 2003-07-20 K31728067 Not applicable
Assets Supervision and
Administration Commission
Equity of domestic/oversea
listed company control by Not applicable
actual controller in report period
Changes of actual controller in reporting period
□ Applicable √ Not applicable
No changes of actual controllers for the Company in reporting period.
Property right and controlling relationship between the actual controller and the Company is as follow:
59
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Shenzhen Municipal People’s Government State-owned Assets Supervision and Administration Commission
100%
Shenzhen Investment Holdings Co., Ltd.
43.3%
19.49%
Shenzhen SDG Co., Ltd.
51.09%
Shenzhen Tellus Holding Co., Ltd.
Actual controller controlling the Company by entrust or other assets management
□ Applicable √ Not applicable
4. Particulars about other legal person shareholders with over 10% shares held
□ Applicable √ Not applicable
Legal rep./person in Main business or
Corporate shareholders Dated founded Register capital
charge of unit management activity
Shenzhen Yuanzhi Fuhai Jewelry
Industry Investment enterprise Cheng Houbo 2014-04-18 620,000,000 yuan Equity investment
(limited partnership)
5. Limitation and reducing the holdings of shares of controlling shareholders, actual controllers,
restructuring side and other commitment subjects
□ Applicable √ Not applicable
60
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Section VII. Preferred Stock
□ Applicable √ Not applicable
The Company had no preferred stock in the Period.
61
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Section VIII. Particulars about Directors, Supervisors, Senior
Executives and Employees
I. Changes of shares held by directors, supervisors and senior executives
Amount Amount
Shares Shares
of shares of shares
Start held at Other held at
Working End date increased decreased
dated of
Title Sex Age of office period-be changes period-en
Name status office in this in this
term
term gin (share) d
period period
(Share) (Share)
(Share) (Share)
Currently 2015-05- 2018-05-
Lv Hang Chairman M 55
in office 20 19
Currently 2015-05- 2018-05-
Yu Lei Director F 48
in office 20 19
Zhang Currently 2015-05- 2018-05-
Director M 43
Quanxun in office 20 19
Chen Currently 2015-05- 2018-05-
Director M 44
Gengsen in office 20 19
Director , Currently 2015-05- 2018-05-
Ding Hui M 43
GM in office 20 19
Yang Director , Currently 2015-05- 2018-05-
F 44
Jianping CFO in office 20 19
Independ 2018-05-
Wei Currently 2015-05-
ent M 44 19
Shaohui in office 20
Director
Independ 2018-05-
Currently 2015-05-
Ji Huibin ent M 46 19
in office 20
Director
Independ 2018-05-
Li Currently 2015-05-
ent M 54 19
Xiangjun in office 20
Director
Chairman 2018-05-
of 19
Superviso Currently 2015-05-
Chen Hua F 52
ry in office 20
Committe
e
Li Miao Superviso Currently M 43 2015-05- 2018-05-
62
深圳市特力(集团)股份有限公司 2015 年年度报告全文
r in office 20 19
Fu Superviso Currently 2015-05- 2018-05-
M 43
Chunlong r in office 20 19
Li Superviso Currently 2015-05- 2018-05-
F 48
Xiaohong r in office 20 19
Ke 2018-05-
Superviso Currently 2015-05-
Wenshen F 48 19
r in office 20
g
Ren Deputy Currently 2015-05- 2018-05-
M 53
Yongjian GM in office 20 19
Deputy Currently 2015-05- 2018-05-
Feng Yu M 49
GM in office 20 19
Deputy Currently 2015-05- 2018-05-
Li Ming M 54
GM in office 20 19
Secretary 2018-05-
Currently 2015-12-
Qi Peng of the M 43 19
in office 28
board
Luo Director, Office 2012-06- 2015-06-
M 54
Bojun GM leaving 06 05
Director, Office 2012-06- 2015-06-
Fu Bin M 54
CFO leaving 06 05
Independ
Liu Office 2012-06- 2015-06-
ent F 62
Hongling leaving 06 05
Director
Chairman
of
Guan Superviso Office 2012-06- 2015-06-
M 62
Zhicai ry leaving 06 05
Committe
e
Wang Superviso Office 2012-06- 2015-06-
M 58
Guangye r leaving 06 05
Yao Deputy Office 2014-08- 2015-10-
M 53 0 500 500
Xiongbin GM leaving 08 23
Total -- -- -- -- -- -- 0 500 0 0 500
II. Changes of directors, supervisors and senior executives
Name Title Type Date Reasons
63
深圳市特力(集团)股份有限公司 2015 年年度报告全文
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
Leave the post
Independent
Liu Hongling while office 2015-05-20 General election of the Board
Director
terms expired
Chairman of Leave the post
Guan Zhicai Supervisory while office 2015-05-20 General election of the Board
Committee terms expired
Leave the post
Wang Guangye Supervisor while office 2015-05-20 General election of the Board
terms expired
Yao Xiongbin Deputy GM dismissal 2014-08-08 Due to the work change
Li Miao Director appointment 2015-05-20 General election of the Board
III. Post-holding
Professional background, major working experience and present main responsibilities in Company of directors, supervisors and
senior executive
Name Main work experience and holding the post
Lv Hang Master degree, a senior political division. He successively served as chairman, GM and deputy secretary of the
general branch in Shenzhen SDG Xiaomeisha Tourism Center; Director and GM of Shenzhen Tellus Holding Co.,
Ltd.; GM of Shenzhen SDG Property Management Co., Ltd.; now he serves as chairman of the Company.
Yu Lei Master degree, certified real estate appraiser and Real estate economist. She ever took the post of secretary of
international corporation dept. of Vocational Education Training Center of Chaoyang District, Beijing, the deputy
director, director and deputy chief of Luohu Branch of Shenzhen Home Land Planning Bureau, the vice director and
director of State-owned Assets Supervision and Administration Commission of People’s Government of Shenzhen;
now she is controlling shareholder of the company, and serves as deputy GM of SHENZHEN SDG CO., LTD. and
Director of the Company.
Zhang Quanxun Master. Served as auditor in audit department and project manager of Shenzhen Zhixin Accounting Firm; general
manager assistant of Xiamen Xingdao Feilu Investment Co., Ltd.; secretary of the board and general manager
assistant and worker director of Fujian Planning and Investing and Financing Co., Ltd.; deputy director of Xiamen
Productivity Promotion Center; director in plastic business department and strategic development department of
Shenzhen Tongchan Packaging Group; director in strategic research and merger department of Shenzhen Zhiyuan
Investment Co., Ltd.. Serves as the vice president of Shenzhen Capital Fortune Investment and Management Co.,
Ltd., and the director of the Company.
Chen Gengsen Bachelor degree, intermediate economist, accountant. Served as accountant in financial department of Guangdong
Shanjian International Industry (Group) Co., Ltd.; financial manager of Guangdong Shanjian International Industry
(Group) Co., Ltd.; chief financial officer and director in accounting center of Guangdong Shanjian International
Industry (Group) Co., Ltd.; chief financial officer of Guangdong Longshan Environmental and Hi-tech Industry
Group Co., Ltd.; managing director of Shenzhen Qibang Investment Holdings Co., Ltd.; and serves as president of
Shenzhen Shengbang Trading Co., Ltd., and the director of the Company.
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Ding Hui Master degree, a senior political division. He successively served as GM and deputy chairman of Huali Company;
chief of office of SDG and serves as Director and GM of the Company currently.
Yang Jianping Graduate and CPA. Served as the manager in finance and accounting department of Shenzhen SDG Information Co.,
Ltd., financial manager in Taike Branch, financial manager in Optical Cable Branch, deputy manager in finance and
accounting department, manager in finance and accounting department, etc., and serves as Director,chief financial
officer of the Company.
Wei Shaohui Master degree. He ever took post of law assistant and full-time attorney of Guangdong Shu Jun Law Firm. Now he
serves as senior partner of Guangdong Shu Jun Law Firm, and independent director of the Company; meanwhile
serves as independent director of Longhao Tiandi Co., Ltd. and Shenzhen Click Technology Co., Ltd. respectively.
Ji Huibin Master degree, senior engineer. He ever took the post of project manager, director of engineering dept. deputy GM
and GM of Shenzhen Jianyi Municipal Engineering Co., Ltd; director of engineering dept. and director of operation
dept. of Shenzhen Jianyi Industrial Co., Ltd. and deputy GM of Pang Yuan Real Estate Development Co., Ltd. Now
he works in Shenzhen International Logistic Development Co., Ltd. and serves as independent director of the
Company
Li Xiangjun Master’s degree, economist, CPA, CTA. Served as the leader in Shenzhen Auditing Bureau, and serves as the senior
partner of Zhongqin Wanxin Certified Public Accountants (special general partnership), and the independent
directors of the Company.
Chen Hua Bachelor's degree, economist. Served as deputy director in credit investment department of Guangdong International
Trust and Investment Co., Ltd., Shenzhen Branch; deputy general manager of Guangdong International Trust and
Investment (Hong Kong) Co., Ltd.; director in customer service center of Shenzhen Changjiang Xingye
Development Co., Ltd.; director in human resources department of Shenzhen Shipping Corporation; office director
of Shenzhen SDG Co., Ltd.; director and general manger of Shenzhen SDG Information Co., Ltd.; and serves as the
chairman of the board of supervisors of the Company.
Li Miao Graduate, senior accountant. Served as chief in audit office of Shenzhen Nanyou (Holdings) Ltd., deputy manager in
finance department of Shenzhen Jujian Co., Ltd.; accounting manager in headquarters and director in financial center
of Shenzhen Press Group, and chief financial officer in Shenzhen Jin Feng Fan Property Development Co., Ltd;
Director of Shenzhen Tellus Holding Co., Ltd;Serves as the director and chief financial officer in the Company’s
controlling shareholder - Shenzhen SDG Co., Ltd., the supervisor of the Company, and the supervisor of Shenzhen
Investment Holdings Limited.
Fu Chunlong Master degree. He ever took the Business Deputy General Manage of HR Department of Shenzhen SDG Co., Ltd.,
Deputy Team Leader in Work Team of Shenzhen Tefa Huatong Packaging Co., Ltd. and Deputy Minister of HR
Department of Shenzhen SDG Co., Ltd. Now, he is the Deputy Minister of HR Department of Shenzhen SDG Co.,
Ltd. and Supervisor of the Company.
Bachelor degree, an accountant. He ever acts as the teacher in School of Guangdong Foreign Trade, major
Ke Wensheng accountant of Shenzhen SDG Co., Ltd. and deputy GM and GM of the Accounting and Financial Dept. of the
Company. Now, he acts as the GM of Accounting and Financial Dept. and staff supervisor of the Company.
Li Xiao Hong Bachelor, economists, enterprise human resource manager. Served as a section member in foreign-related business
office of Hunan Computer Factory; manger in import and export department and marketing department of Shenzhen
Changdao Computer Graphics United Co., Ltd.; staff and director in secretariat of the board of directors, office, the
party and the masses personnel department of the Company; deputy manager of the Company’s automobile business
division and integration division; deputy manager of the Company’s human resources department; and serves as the
manger and employee supervisor of the Company’s human resources (the party and the masses) department;
Ren Yongjian Bachelor degree, an accountant. He ever took the posts of Deputy Manager of Planning & Financial Dept. and
65
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Manager of Auditing Dept. in Shenzhen Special Economic Zone Development (Group) Company; Director and CFO
of the Company. He now acts as Deputy General Manager of the Company.
Feng Yu Bachelor degree. He ever took the Deputy General Manger of Shenzhen Xianke Real-estate Co., Ltd., Manager of
Investment Department of China Sports Group Industry Co., Ltd.; Director to the Office of General Manger of
Shenzhen SDG Co., Ltd; and Supervisor of the Company. Now, he acts as Deputy General Manager of the Company.
Li Ming Bachelor degree, engineer. Served as a teacher in Guangzhou Nonferrous Metals Industry School; director of
engineering and deputy general manager of Shenzhen South Tongfa Real Estate Development Co., Ltd.; director of
development department and property management department of Shenzhen South Tongfa Industry Co., Ltd.; deputy
general manager, director and chief engineer in enterprise development department of Shenzhen Jintong Property
Management Co., Ltd.,; manager in Swan project department and deputy general manger of Shenzhen SDG
Properties Co., Ltd., and serves as the deputy general manager of the Company.
Qi Peng Master's degree, economist. Served as the secretary to the president and director in information center of Shenzhen
Special Economic Zone Development (Group) Co., Ltd.; deputy director in secretariat of the board, and deputy
manger in enterprise development department, and manager in automobile business department and management
department of Shenzhen Test Rite (Group) Co., Ltd.; general manager of Shenzhen Test Rite Automobile Service
Chain Co., Ltd.; general manager of Shenzhen Test Rite New Yongtong Automobile Development Co., Ltd.; director
secretariat of the board of Shenzhen Test Rite (Group) Co., Ltd.; and serves as secretary of the board of the Company
Post-holding in shareholder’s unit
√Applicable □ Not applicable
Received
Position in
Start dated of End date of remuneration from
Name Name of shareholder’s unit shareholder’s
office term office term shareholder’s unit
unit n
(Y/N)
Yu Lei SHENZHEN SDG CO., LTD. Deputy GM Y
Li Miao SHENZHEN SDG CO., LTD. CFO Y
Director of
Fu Chunlong SHENZHEN SDG CO., LTD. H&R Y
department
Zhang Shenzhen Capital Fortune Jewelry Industry
Y
Quanxun Investment Enterprise (limited partnership)
Shenzhen Capital Fortune Jewelry Industry
Chen Gengsen N
Investment Enterprise (limited partnership)
Post-holding in other unit
√Applicable □ Not applicable
Received
Position in Start dated of End date of office remuneration
Name Name of other units
other unit n office term term from other unit
(Y/N)
Wei Shaohui Guangdong Shu Jun Law Firm Senior partner Y
Ji Huibin Shenzhen International Logistic Y
66
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Development Co., Ltd.
Zhong Qin Wanxin Certified Public
Li Xiangjun Senior partner Y
Accountants (LLP)
Punishment of securities regulatory authority in recent three years to the company’s current and outgoing directors, supervisors and
senior management during the reporting period
□ Applicable √ Not applicable
IV. Remuneration for directors, supervisors and senior executives
Decision-making procedures, recognition basis and payment for directors, supervisors and senior executives
The company executes in strict accordance with the "Salary Management System for Headquarters of Shenzhen
Test Rite (Group) Co., Ltd. (Trial)", "Staff Performance Management System for Headquarters of Shenzhen
Tellus (Group) Co., Ltd. (Trial)", "Implementing Rules of Remuneration and Appraisal Committee of the Board
of Shenzhen Test Rite (Group) Co., Ltd.", "Annual Performance Management Approaches for Leading Group
Members of Shenzhen Test Rite (Group) Co., Ltd." and other relevant system regulations, strictly implements the
performance appraisal, and pay the remuneration in accordance with the assessment results.
Remuneration for directors, supervisors and senior executives in reporting period
In 10 thousand Yuan
Total Whether
remuneration remuneration
Post-holding
Name Title Sex Age obtained from the obtained from
status
Company (before related party of
taxes) the Company
Chairman, Party Currently in
Lv Hang M 55 76 N
secretary office
Currently in
Ding Hui GM, Director M 43 27.89 Y
office
Currently in
Yang Jianping CFO, Director F 44 23.21 Y
office
Independent Currently in
Wei Shaohui M 44 5N
Director office
Independent Currently in
Ji Huibin M 46 5N
Director office
Independent Currently in
Li Xiangjun M 54 2.92 N
Director office
Chairman of
Currently in
Chen Hua Supervisory F 52 17.85 Y
office
Committee
Currently in
Ke Wensheng Supervisor F 48 33.82 N
office
67
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Currently in
Li Xiaohong Supervisor F 48 20.79 N
office
Currently in
Ren Yongjian Deputy GM M 53 63.97 N
office
Currently in
Feng Yu Deputy GM M 49 61.24 N
office
Currently in
Li Ming Deputy GM M 54 23.21 Y
office
Luo Bojun Director, GM M 54 Office leaving 46.29 N
Fu Bin Director, CFO M 54 Office leaving 45.28 N
Independent
Liu Hongling F 62 Office leaving 2.08 N
Director
Chairman of
Guan Zhicai supervisory M 62 Office leaving 41.39 N
committee
Wang Guangye Supervisor M 58 Office leaving 12.9 N
Yao Xiongbin Deputy GM M 53 Office leaving 47.08 N
Total -- -- -- -- 555.92 --
Delegated equity incentive for directors, supervisors and senior executives in reporting period
□ Applicable √ Not applicable
V. Particulars of workforce
1. Number of Employees, Professional composition, Education background
Employee in-post of the parent Company (people) 52
Employee in-post of main Subsidiaries (people) 465
The total number of current employees (people) 517
The total number of current employees to receive pay (people) 517
Retired employee’ s expenses borne by the parent Company and
217
main Subsidiaries (people)
Professional composition
Category of professional composition Numbers of professional composition (people)
Production personnel 36
Sales personnel 34
Technician 105
Financial staff 43
Administration staff 116
68
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Others 183
Total 517
Education background
Type of education background Numbers (people)
Master 13
Bachelor degree 93
Junior college 111
Technical secondary school 50
Other 250
Total 517
2. Remuneration Policy
The company executes in strict accordance with the "Salary Management System for Headquarters of Shenzhen
Tellus (Group) Co., Ltd. (Trial)", "Staff Performance Management System for Headquarters of Shenzhen Tellus
(Group) Co., Ltd. (Trial)" and other relevant system regulations strictly implement.
3. Training programs
The Company always attaches importance to the training and development work for employees; create innovation
into part of the long-term development strategy of the Company. Combine with current situation of the Company,
and take annual planning, position requirement and responsibility as well as enterprise’s development needs into
consideration, the Company formulated a systematic training plans and talent cultivation projects; strengthen
training works in aspect of multi-tiered, multi-channel, multi-field and multi-form, including induction training for
new employees, business training for on-job employees, operation skill training for workers at the production line,
upgrade training for manager, project development and risk control training, continues to improve general quality
for employees in order to achieve a win-win situation for the Company and employees.
4. Labor outsourcing
□ Applicable√ Not applicable
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Section IX. Corporate Governance
I. Corporate governance of the Company
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, setting
up and improving the internal control system, 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 formal procedures, clearly duties and obligations of its
general meeting, board of directors, supervisory committee, each specialized committee of the board and senior
manager. Each of its directors, supervisors and senior managers can perform their duties earnestly. Its corporate
governance conformed to the requirements of certain regulation documents issued by the CSRC concerning
corporate governance of listed company until the end of reporting period
During the reporting period, in order to improve the company’s internal control system, the company has revised
the "Articles of Association" in accordance with the requirements of internal controls and the company's share
capital and changes in registered capital, which has been deliberated and approved by the shareholders' meeting.
The company has developed the "Interim Management Measures for the Purchase of Financial Products", and
"Implementing Rules for Network Voting of Shareholders' Meeting", revised the "Implementing Rules of
Remuneration and Appraisal Committee of the Board", "Rules of Procedure of the Audit Committee of the Board",
"Working Rules of the Strategy Committee of the Board", and " Interim Provisions for Internal Audit ", which
have been considered and approved by the board of directors.
Is there any difference between the actual condition of corporate governance and relevant regulations about corporate governance for
listed company from CSRC?
□Yes √ No
There are no differences between the actual condition of corporate governance and relevant regulations about corporate governance
for listed company from CSRC.
II. Independency of the Company relative to controlling shareholders’ in aspect of businesses,
personnel, assets, organization and finance
The Company has been independent from the controlling shareholders in terms of business, personnel, asset,
institution and finance. The Company has independent and complete business and is able to operate
independently.
(I) Business: the Company belongs to independent legal person entity. Being completely independent from
controlling shareholders, it has independent and complete business system and is able to operate independently.
The Company has independent production, sales and service systems and its major business. There is no
inter-competition between the Company and its controlling shareholders and related parties.
(II) Personnel: the Company establishes complete labor, human resources and salary management systems. All the
senior management of the Company receives remuneration from the Company since they are employed by the
Company, and no one takes position in the enterprises owned by shareholders.
(III) Assets: the Company is completely independent from the controlling shareholder in terms of assets; each of
them is able to operate independently. The Company has complete and separate purchase system, production
system, sales system and relevant service system. Intangible assets including industry property, trademark and
non-proprietary technology are owned by the Company on separate basis.
(IV) Finance: the Company has independent financial accounting department which set independent accounting
70
深圳市特力(集团)股份有限公司 2015 年年度报告全文
calculation system and finance management system. No controlling shareholder intervenes in the capital
application of the Company. The Company opens separate bank accounts. No capital is saved in the financial
company or settlement center account controlled by substantial shareholder or other related parties. The Company
pays taxes by law independently.
(V) Institution: the board, the supervisory committee and other internal institutions of the Company operate
independently. All the institutions of the Company are set according to the standards requirements applicable to
listed company and actual business natures of the Company. It has independent office location.
III. Horizontal competition
□ Applicable √ Not applicable
IV. In the report period, the Company held annual shareholders’ general meeting and
extraordinary shareholders’ general meeting
1. Annual Shareholders’ General Meeting in the report period
Ratio of investor
Session of meeting Type Date Date of disclosure Index of disclosure
participation
“Resolution Notice
of Annual General
Meeting of 2014”
(No.: 2015-042)
published on
Annual General Annual General
74.97% 2015-05-20 2015-05-21 Securities Times,
Meeting of 2014 Meeting
Hong Kong
Commercial Daily
and Juchao Website
(www.cninfo.com.cn
)
“Resolution Notice
of First
Extraordinary
General Meeting of
2015” (No.:
First Extraordinary
Extraordinary 2015-007) published
General Meeting of 66.23% 2015-02-13 2015-02-14
General Meeting on Securities Times,
2015
Hong Kong
Commercial Daily
and Juchao Website
(www.cninfo.com.cn
)
2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□ Applicable √ Not applicable
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
V. Responsibility performance of independent directors
1. The attending of independent directors to Board meetings and general meeting
The attending of independent directors to Board Meeting
Times of Board
Absent the
meeting Times of Times of
Name of independent Times of Times of Meeting for the
supposed to attending by entrusted
director Presence Absence second time in a
attend in the communication presence
row (Y/N)
report period
Liu Hongling 5 1 4 0 0N
Li Xiangjun 4 2 2 0 0N
Ji Huibin 9 3 6 0 0N
Wei Shaohui 9 3 6 0 0N
Times for attending general meeting
2
from independent directors
Explanation of absent the Board Meeting for the second time in a row
2. Objection for relevant events from independent directors
Independent directors come up with objection about Company’s relevant matters
□Yes √No
Independent directors has no objections for relevant events in reporting period
3. Other explanation about responsibility performance of independent directors
The opinions from independent directors have been adopted
√ Yes □ No
Explanation on advice that accepted/not accepted from independent directors
In accordance with relevant laws and regulation of “Company Law”, “Securities Laws”, “Listing Rules for Stocks”
and “System of Independent Directors”, independent directors focus on the normative of Company’s operation,
performed responsibility independently and carry out their duties diligently; issued independent and fair-ness
independent opinions on the audit institution, appointed in reporting period for non-public issue matters, financial
report and internal control of the Company, related transactions, capital contact with related parties and external
guarantee, profit distribution, amendment of article of association, director and senior executives changes as well
as other events needs independent opinions issued, which perfected supervision mechanism for the Company and
play a corresponding role in protecting legal interest of the Company and whole shareholders.
VI. Duty performance of the special committees under the board during the reporting period
The Company set three special committees under the board of directors, namely the strategic committee, the audit
committee as well as the remuneration and examination committee.
1. Duty performance of the strategic committee
The strategic committee of the board is specially set according to general meeting resolution and the Articles of
Association, responsible for study on the long term development strategy and material investment decisions and
raising its recommendations. The committee comprised of 5 directors, and the committee is chaired by chairman
of the board. During the reporting period, the committee performed its duties according to the Working Rules of
72
深圳市特力(集团)股份有限公司 2015 年年度报告全文
the Strategic Committee, with each of its members doing their best to perform the respective duties. The
Committee takes part in the discussion on the operation development planning and related investment projects.
Individual opinions and recommendations are encouraged. It emphasizes on legal person governance and
standardized operation. By raising measures to prevent operation risks, the committee plays an important role in
increasing the core competitiveness, strengthening scientific decisions and enhancing efficiency of material
investment decision as well as the quality of decisions.
2. The audit committee
During the reporting period, the committee performed its duties according to the Articles of Association and
Working Procedures of the Audit Committee. The committee pays close attention to the operation, finance and
implementation of standard internal control. It strengthens communications with the relevant responsible
departments within the Company, and reviews the effective appraisal on the internal control and corporate risk
management by means of telecommunication, investigation and reporting. It reviews that whether the operation,
finance and accounting policy of the Company follows relevant laws and rules, and provides management and
audit opinions.
During the annual audit, the audit committee took active attitude in relevant works. Prior to the official
involvement of Ruihua Certified Public Accountants (LLP) (hereinafter referred to as Ruihua) in the
annual audit, on 18 January 2016, the audit committee held meeting and determined the working arrangement for
2015 annual audit after negotiation with Ruihua, reviewed the financial statements prepared by the Company,
and believed that the preparation of such statements was in compliance with provisions of enterprise accounting
principles, reflecting the financial position as of the end of 2015 and operating results of 2015 on a truthful basis.
Thus, the committee agreed to submit the financial statements and related information to Ruihua for audit.
After the official audit by Ruihua, members of the audit committee made calls to enquire the audit progress, and
urged the accounting firm to complete audit as scheduled according to the working arrangement, so as to ensure
prompt disclosure of its annual report. Meanwhile, the committee conducted communications with the
accountants in respect of the issues found in audit works.
After the issuance of initial audit opinions by the accountants, the audit committee held meeting on 29 March
2016 to re-review the financial statements, and formed written opinions and resolutions in respect of the annual
financial statements, audit work summary report and reengagement of CPA, the reengagement of CPA was
submitted to the board for consideration.
3. Duty performance of the remuneration and examination committee
During the reporting period, the remuneration and examination committee reviewed the remuneration of directors,
supervisors and senior management of the Company. The entire members of the committee believed that the
remuneration payment in the reporting period complied with the Company’s performance examination system.
The remuneration of directors, supervisors and senior management were determined according to the relevant
systems of the Company.
VII. Works from Supervisory Committee
The Company has risks in reporting period that found in supervisory activity from supervisory committee
□ Yes √ No
Supervisory committee has no objection about supervision events in reporting period
VIII. Examination and incentives of senior management
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Board of the Company evaluated senior executives based on relevant regulations at end of this reporting period.
IX. Internal Control
1. Details of major defects in IC appraisal report that found in reporting period
□Yes √ No
2. Appraisal Report of Internal Control
Disclosure date of full internal control
2016-04-15
evaluation report
Disclosure index of full internal control http://www.cninfo.com.cn Juchao website http://www.cninfo.com.cn, the website for
evaluation report information disclosure appointed by Shenzhen Stock Exchange
Included in the scope of the evaluation unit
assets accounted for the proportion of the
100.00%
total assets of the company's consolidated
financial statements
Included in the scope of evaluation unit
operating income accounted for the
98.99%
proportion of the company's consolidated
financial statements operating income
Defects Evaluation Standards
Category Financial Reports Non-financial Reports
1. Major deficiencies: a. Fraud of 1. Major deficiencies: a. Great decisions
management leading to material violate the company’s established
misstatements of financial results or false procedure, resulting in significant losses
financial reports, which mislead users of to the company; b. Serious violation of
financial statements and result in laws and regulations results in
decision-making mistakes and litigation; b. significant losses to the company; c.
Ineffective control environment; c. Major Important businesses are lack of system
internal control deficiencies found and control or system control fails; d.
reported to the management but haven’t Serious brain drain of core management
Qualitative criteria been corrected after a reasonable time; d. or core technical staff; e. Significant
The decision-making of the company’s deficiencies in the internal evaluation
major matters has not fulfilled the results have not been corrected.
corresponding decision-making process,
resulting in significant losses of the 2. Significant deficiencies: a. The
company; e. Important businesses company violates the enterprise internal
involving the company’s production and regulations and causes significant
management are lack of effective control; f. losses; b. Serious brain drain of
Other correct judgments to the statement business personnel in the company’s
users. key positions; c. The company’s
74
深圳市特力(集团)股份有限公司 2015 年年度报告全文
significant business systems have
2. Significant deficiencies: a. The selection deficiencies; d. The significant
and application of accounting policies do deficiencies in the internal control of
not follow the generally accepted the company have not been corrected.
accounting principles; b. Anti-fraud
programs and control measures have been 3. General deficiencies: Deficiencies
not established; c. Corresponding control except for major and significant
mechanism for accounts handling of deficiencies.
unconventional or special transactions has
not been established or implemented and
has no there is no appropriate
compensatory controls; d. The controls to
the period-end financial reporting process
have one or more defects and cannot
reasonably ensure that the financial
statements prepared are true and accurate.
3. General deficiencies: Deficiencies except
for major and significant deficiencies.
1. Major deficiencies: loss amount >
1.5% of owner's equity attributable to
1. Major deficiencies: misstatement
parent company, and absolute amount >
amount > 10% of total profit, and absolute
5 million yuan;
amount > 2 million yuan;
2. Significant deficiencies: 0.5% of
2. Significant deficiencies: 5% of total
owner's equity attributable to parent
profit < misstatement amount ≤10% of total
company < loss amount ≤ 1.5% of
profit, and absolute amount > 1 million
Quantitative standard owner's equity attributable to parent
yuan; or 1 million yuan < absolute amount
company, or 1 million yuan < absolute
≤ 2 million yuan, and misstatement
amount ≤ 5 million yuan;
amount > 5% of total profit.
3. General deficiencies: misstatement
3. General deficiencies: loss amount ≤
amount ≤ 5% of total profit, or absolute
0.5% of owner's equity attributable to
amount ≤ 1 million yuan
parent company, or absolute amount ≤ 1
million yuan
Amount of significant defects in financial
0
reports
Amount of significant defects in
0
non-financial reports
Amount of important defects in financial
0
reports
Amount of important defects in
0
non-financial reports
75
深圳市特力(集团)股份有限公司 2015 年年度报告全文
X. Auditing report of internal control
√Applicable □ Not applicable
Deliberations in Internal Control Audit Report
We consider that, according to relevant regulations and “Basic Rules of Internal Control for Enterprise”, Shenzhen Tellus Holding
Co., Ltd. maintained an efficiency internal control of financial report dated 31 December 2015, in all material aspects.
Disclosure details of audit report of
Disclosure
internal control
Disclosure date of audit report of
2016-04-15
internal control (full-text)
Index of audit report of internal Juchao website http://www.cninfo.com.cn, the website for information disclosure appointed by
control (full-text) Shenzhen Stock Exchange
Opinion type of auditing report of
standard without reserved reports
IC
whether the non-financial report
No
had major defects
Carried out modified opinion for internal control audit report from CPA
□Yes √ No
The internal control audit report, issued by CPA, has concerted opinion with self-evaluation report, issued from the Board
√ Yes □ No
76
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Section X. Financial Report
I. Audit report
Type of audit opinion Standard unqualified
Date for audited report signed 2016-04-14
Name of audit institution Ruihua Certified Public Accountants (LLP)
Reference number Ruihua Shen Zi [2016] No.48330005
CPA Yuan Longping, Qin Changming
Text of Report
To the shareholders of Shenzhen Tellus Holding Company Limited:
We have audited the accompanying financial statements of Shenzhen Tellus Holding Company Limited
(“the Company”), which comprise the consolidated and company balance sheet as at 31 December 2015,
and the consolidated and company income statement, the consolidated and company cash flow statement,
the consolidated and company statements of changes in equity for the year then ended, and notes to these
financial statements
Management’s Responsibility for the Financial Statements
The Company’s management is responsible for the preparation of financial statements that give a true and
fair view. This responsibility includes: (1) Preparing financial statements in accordance with the
Accounting Standards for Business Enterprises. (2) Designing, implementing and maintaining internal
control relevant to the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with China’s Auditing Standards for the Certified Public Accountants.
Those standards require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating the overall
77
深圳市特力(集团)股份有限公司 2015 年年度报告全文
presentation of the financial statements.
Audit Opinions
In our opinion, the companys financial statements comply with the Accounting Standards for
Business Enterprises and present fairly, in all material respects, the financial position of the
Company as at 31 December 2015, and the results of operations and cash flows of the
Company for the year then ended.
II. Financial statements
Units in Notes of Financial Statements is RMB
1. Consolidated Balance Sheet
Prepared by ShenZhen Tellus Holding Co.,Ltd
2015-12-31
In RMB
Item Closing balance Opening balance
Current assets:
Monetary funds 159,184,710.93 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 562,051.31 1,373,257.89
Accounts paid in advance 6,454,769.40 6,981,402.87
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance
receivable
Interest receivable 348,833.33
Dividend receivable
Other receivables 11,128,001.89 7,904,999.44
Purchase restituted finance asset
Inventories 16,151,336.61 48,209,026.18
Divided into assets held for sale
Non-current asset due within one
year
Other current assets 165,565,445.21 8,968,278.77
78
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Total current assets 359,395,148.68 153,482,634.80
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
Long-term account receivable
Long-term equity investment 220,180,721.29 211,270,265.80
Investment property 82,100,133.48 85,083,745.72
Fixed assets 136,583,565.00 142,849,121.72
Construction in progress 279,056,650.35 122,551,469.97
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets 52,985,273.37 53,924,233.96
Expense on Research and
Development
Goodwill
Long-term expenses to be
1,499,006.24 905,871.01
apportioned
Deferred income tax asset 24,488,443.31 25,678,449.05
Other non-current asset 1,900,000.00
Total non-current asset 809,272,778.81 652,842,143.00
Total assets 1,168,667,927.49 806,324,777.80
Current liabilities:
Short-term loans 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 27,417,068.61 22,340,922.90
Accounts received in advance 11,460,807.66 9,979,166.89
Selling financial asset of
repurchase
79
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Commission charge and
commission payable
Wage payable 19,639,738.81 17,164,185.03
Taxes payable 10,043,901.26 9,055,093.27
Interest payable
Dividend payable
Other accounts payable 193,797,786.68 114,533,081.65
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
120,700,000.00
year
Other current liabilities
Total current liabilities 262,359,303.02 368,492,121.74
Non-current liabilities:
Long-term loans 178,597,550.55
Bonds payable
Including: preferred stock
Perpetual capital
securities
Long-term account payable 13,972,779.67 13,657,490.94
Long-term wages payable 9,953,557.75
Special accounts payable
Projected liabilities
Deferred income
Deferred income tax liabilities 478,085.12 723,459.18
Other non-current liabilities 13,269,356.04 32,570,237.55
Total non-current liabilities 27,720,220.83 235,502,295.97
Total liabilities 290,079,523.85 603,994,417.71
Owner’s equity:
Share capital 297,281,600.00 220,281,600.00
Other equity instrument
Including: preferred stock
Perpetual capital
securities
Capital public reserve 564,192,605.51 7,672,605.51
80
深圳市特力(集团)股份有限公司 2015 年年度报告全文
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 3,742,260.49 -39,026,529.03
Total owner’s equity attributable to
868,169,052.32 191,880,262.80
parent company
Minority interests 10,419,351.32 10,450,097.29
Total owner’s equity 878,588,403.64 202,330,360.09
Total liabilities and owner’s equity 1,168,667,927.49 806,324,777.80
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 80,301,551.68 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 101,280.00 106,810.00
Interest receivable 348,833.33
Dividends receivable
Other receivables 93,744,827.52 110,350,188.00
Inventories
Divided into assets held for sale
Non-current assets maturing within
one year
Other current assets 145,000,000.00 1,350,000.00
Total current assets 319,496,492.53 138,248,744.73
Non-current assets:
Available-for-sale financial assets 10,176,617.20 10,176,617.20
81
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Held-to-maturity investments
Long-term receivables
Long-term equity investments 682,223,207.17 425,961,150.29
Investment property 52,808,715.01 54,186,250.01
Fixed assets 17,096,105.47 17,961,888.31
Construction in progress 362,279.69 251,308.70
Project materials
Disposal of fixed assets
Productive biological assets
Oil and natural gas assets
Intangible assets 478,422.33 274,939.25
Research and development costs
Goodwill
Long-term deferred expenses 31,644.20 346,559.91
Deferred income tax assets 13,947,196.24 13,986,138.44
Other non-current assets
Total non-current assets 777,124,187.31 523,144,852.11
Total assets 1,096,620,679.84 661,393,596.84
Current liabilities:
Short-term borrowings 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 5,247,871.02 6,918,478.90
Taxes payable 592,579.23 430,065.27
Interest payable
Dividend payable
Other accounts payable 320,935,774.45 260,117,846.49
Divided into liability held for sale
Non-current liabilities due within 1
120,700,000.00
year
Other current liabilities
82
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Total current liabilities 326,776,224.70 407,710,550.66
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 326,776,224.70 543,353,968.64
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 -91,388,913.41 -109,673,740.35
Total owner’s equity 769,844,455.14 118,039,628.20
Total liabilities and owner’s equity 1,096,620,679.84 661,393,596.84
3. Consolidated Profit Statement
In RMB
Item Current Period Last Period
I. Total operating income 303,726,790.57 464,987,527.80
Including: Operating income 303,726,790.57 464,987,527.80
Interest income
83
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Insurance gained
Commission charge and commission
income
II. Total operating cost 277,820,186.88 481,799,447.89
Including: Operating cost 217,992,216.20 389,423,619.69
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 6,189,409.10 5,046,179.83
Sales expenses 14,718,877.28 21,073,376.98
Administration expenses 32,881,868.90 43,509,348.15
Financial expenses 4,343,688.83 17,771,137.44
Losses of devaluation of asset 1,694,126.57 4,975,785.80
Add: Changing income of fair
value(Loss is listed with “-”)
Investment income (Loss is listed
20,992,313.67 26,001,792.57
with “-”)
Including: Investment income on
15,252,012.32 24,775,664.82
affiliated company and joint venture
Exchange income (Loss is listed
with “-”)
III. Operating profit (Loss is listed with
46,898,917.36 9,189,872.48
“-”)
Add: Non-operating income 533,675.86 965,026.73
Including: Disposal gains of
39,278.33 197,088.80
non-current asset
Less: Non-operating expense 139,497.06 129,520.69
Including: Disposal loss of
73,623.42 48,602.31
non-current asset
IV. Total Profit (Loss is listed with “-”) 47,293,096.16 10,025,378.52
Less: Income tax expense 4,555,052.61 1,459,170.36
V. Net profit (Net loss is listed with “-”) 42,738,043.55 8,566,208.16
84
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Net profit attributable to owner’s of
42,768,789.52 10,345,217.67
parent company
Minority shareholders’ gains and
-30,745.97 -1,779,009.51
losses
VI. Net after-tax of other comprehensive
-835,925.67
income
Net after-tax of other comprehensive
income attributable to owners of parent -835,925.67
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 -835,925.67
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 -835,925.67
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
85
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Net after-tax of other comprehensive
income attributable to minority
shareholders
VII. Total comprehensive income 42,738,043.55 7,730,282.49
Total comprehensive income
42,768,789.52 9,509,292.00
attributable to owners of parent Company
Total comprehensive income
-30,745.97 -1,779,009.51
attributable to minority shareholders
VIII. Earnings per share:
(i) Basic earnings per share 0.1538 0.0470
(ii) Diluted earnings per share 0.1538 0.0470
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 36,101,114.68 20,660,013.84
Less: Operating cost 3,735,105.43 3,638,420.84
Operating tax and extras 2,021,662.41 1,156,960.78
Sales expenses
Administration expenses 15,470,605.96 21,140,261.38
Financial expenses 3,397,372.33 10,587,352.42
Losses of devaluation of asset 97,726.87 31,087.94
Add: Changing income of fair
value(Loss is listed with “-”)
Investment income (Loss is
6,945,125.36 15,486,345.99
listed with “-”)
Including: Investment income
2,562,056.88 14,260,218.24
on affiliated company and joint venture
II. Operating profit (Loss is listed
18,323,767.04 -407,723.53
with “-”)
Add: Non-operating income 2.10 537,511.68
Including: Disposal gains of
28,512.68
non-current asset
Less: Non-operating expense
86
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Including: Disposal loss of
non-current asset
III. Total Profit (Loss is listed with
18,323,769.14 129,788.15
“-”)
Less: Income tax expense 38,942.20 38,942.20
IV. Net profit (Net loss is listed with
18,284,826.94 90,845.95
“-”)
V. Net after-tax of other comprehensive
-835,925.67
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 -835,925.67
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 -835,925.67
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
87
深圳市特力(集团)股份有限公司 2015 年年度报告全文
VI. Total comprehensive income 18,284,826.94 -745,079.72
VII. Earnings per share:
(i) Basic earnings per share
(ii) Diluted earnings per share
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 336,791,620.45 519,037,138.41
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
17,297,241.43 5,904,757.26
operating activities
Subtotal of cash inflow arising from
354,088,861.88 524,941,895.67
operating activities
Cash paid for purchasing
commodities and receiving labor 160,383,590.90 408,051,698.31
service
88
深圳市特力(集团)股份有限公司 2015 年年度报告全文
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 58,345,635.86 54,631,918.73
Taxes paid 19,126,200.02 22,018,514.18
Other cash paid concerning
35,550,807.77 34,025,057.60
operating activities
Subtotal of cash outflow arising from
273,406,234.55 518,727,188.82
operating activities
Net cash flows arising from operating
80,682,627.33 6,214,706.85
activities
II. Cash flows arising from investing
activities:
Cash received from recovering
360,000,000.00 1,507,458.60
investment
Cash received from investment
12,040,301.35 4,984,270.40
income
Net cash received from disposal of
fixed, intangible and other long-term 540,140.57 312,190.00
assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning
investing activities
Subtotal of cash inflow from investing
372,580,441.92 6,803,919.00
activities
Cash paid for purchasing fixed,
147,978,461.70 103,733,506.30
intangible and other long-term assets
Cash paid for investment 585,000,000.00
Net increase of mortgaged loans
Net cash received from
subsidiaries and other units obtained
Other cash paid concerning
investing activities
89
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Subtotal of cash outflow from investing
732,978,461.70 103,733,506.30
activities
Net cash flows arising from investing
-360,398,019.78 -96,929,587.30
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 24,698,215.03 498,797,550.55
Cash received from issuing bonds
Other cash received concerning
6,732,343.46
financing activities
Subtotal of cash inflow from financing
660,198,215.03 505,529,894.01
activities
Cash paid for settling debts 327,595,765.58 378,717,530.93
Cash paid for dividend and profit
11,785,448.58 17,868,720.63
distributing or interest paying
Including: Dividend and profit of
minority shareholder paid by
subsidiaries
Other cash paid concerning
21,828,274.26 1,350,000.00
financing activities
Subtotal of cash outflow from financing
361,209,488.42 397,936,251.56
activities
Net cash flows arising from financing
298,988,726.61 107,593,642.45
activities
IV. Influence on cash and cash
equivalents due to fluctuation in -134,292.88 459.55
exchange rate
V. Net increase of cash and cash
19,139,041.28 16,879,221.55
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
99,184,710.93 80,045,669.65
equivalents at the period -end
6. Cash Flow Statement of Parent Company
In RMB
Item Current Period Last Period
90
深圳市特力(集团)股份有限公司 2015 年年度报告全文
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor 36,101,114.68 20,660,013.84
services
Write-back of tax received
Other cash received concerning
61,726,112.67 674,229.77
operating activities
Subtotal of cash inflow arising from
97,827,227.35 21,334,243.61
operating activities
Cash paid for purchasing
commodities and receiving labor
service
Cash paid to/for staff and workers 14,782,602.91 10,156,423.38
Taxes paid 4,662,538.78 2,541,986.11
Other cash paid concerning
44,161,372.89 108,178,198.87
operating activities
Subtotal of cash outflow arising from
63,606,514.58 120,876,608.36
operating activities
Net cash flows arising from operating
34,220,712.77 -99,542,364.75
activities
II. Cash flows arising from investing
activities:
Cash received from recovering
260,000,000.00 1,507,458.60
investment
Cash received from investment
10,683,068.48 4,984,270.40
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
270,683,068.48 6,531,619.00
activities
Cash paid for purchasing fixed,
739,303.84 2,253,859.28
intangible and other long-term assets
Cash paid for investment 725,000,000.00
Net cash received from
subsidiaries and other units
91
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Other cash paid concerning
investing activities
Subtotal of cash outflow from investing
755,739,303.84 2,253,859.28
activities
Net cash flows arising from investing
-455,056,235.36 4,277,759.72
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
activities
Cash paid for settling debts 212,600,000.00 239,000,000.00
Cash paid for dividend and profit
7,630,720.91 10,652,719.46
distributing or interest paying
Other cash paid concerning
437,000.00 1,350,000.00
financing activities
Subtotal of cash outflow from financing
220,667,720.91 251,002,719.46
activities
Net cash flows arising from financing
414,832,279.09 91,497,280.54
activities
IV. Influence on cash and cash
equivalents due to fluctuation in -136,951.55 -71.82
exchange rate
V. Net increase of cash and cash
-6,140,195.05 -3,767,396.31
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
20,301,551.68 26,441,746.73
equivalents at the period -end
7. Statement of Changes in Owners’ Equity (Consolidated)
This Period
In RMB
This Period
Owners’ equity attributable to parent company Minorit Total
Item
Other Capital Less: Other Reason Surplus Provisio Retaine y owners’
Share interests equity
equity instrument reserve Invento compre able reserve n of d profit
92
深圳市特力(集团)股份有限公司 2015 年年度报告全文
capital Perpet ry hensive reserve general
ual shares income risk
Prefer
capita
red Other
l
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 42,768, -30,745. 676,258
,000.0
year (Decrease is ,000.00 789.52 97 ,043.55
0
listed with “-”)
(i) Total
42,768, -30,745. 42,738,
comprehensive
789.52 97 043.55
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
3. Amount
reckoned into
owners equity with
share-based
payment
4. Other
(III) Profit
distribution
1. Withdrawal of
surplus reserves
93
深圳市特力(集团)股份有限公司 2015 年年度报告全文
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 3,742,2 10,419, 878,588
end of the report 1,600.
,605.51 86.32 60.49 351.32 ,403.64
period 00
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 Capital Invento compre Surplus n of Retaine interest owners’
ual 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 7,672,6 835,925 2,952,5 -49,371, 12,229, 194,600
1,600.
end of the last year 05.51 .67 86.32 746.70 106.80 ,077.60
00
94
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Add:
Changes of
accounting policy
Error
correction of the
last period
Enterprise
combine under the
same control
Other
II. Balance at the 220,28
7,672,6 835,925 2,952,5 -49,371, 12,229, 194,600
beginning of this 1,600.
05.51 .67 86.32 746.70 106.80 ,077.60
year 00
III. Increase/
Decrease in this -835,92 10,345, -1,779, 7,730,2
year (Decrease is 5.67 217.67 009.51 82.49
listed with “-”)
(i) Total
-835,92 10,345, -1,779, 7,730,2
comprehensive
5.67 217.67 009.51 82.49
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. Withdrawal of
general risk
provisions
3. Distribution for
owners (or
shareholders)
4. Other
(IV) Carrying
forward internal
owners’ equity
95
深圳市特力(集团)股份有限公司 2015 年年度报告全文
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
7,672,6 2,952,5 -39,026, 10,450, 202,330
end of the report 1,600.
05.51 86.32 529.03 097.29 ,360.09
period 00
8. Statement of Changes in Owners’ Equity (Parent Company)
This Period
In RMB
This Period
Other
equity instrument
Other Total
Item Perpetu Less:
Share Capital comprehe Reasonab Surplus Retaine
al Inventory owners’
capital Preferre 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
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
III. Increase/
Decrease in this 77,000,0 556,520,0 18,284, 651,804,8
year (Decrease is 00.00 00.00 826.94 26.94
listed with “-”)
(i) Total
18,284, 18,284,82
comprehensive
826.94 6.94
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
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
97
深圳市特力(集团)股份有限公司 2015 年年度报告全文
report period
(VI)Others
IV. Balance at the
297,281, 560,999,1 2,952,586 -91,388, 769,844,4
end of the report
600.00 82.23 .32 913.41 55.14
period
Last period
In RMB
Last period
Other
equity instrument
Other Total
Item Perpetu Less:
Share Capital comprehe Reasonab Surplus Retaine
al Inventory owners’
capital Preferre reserve nsive le reserve reserve d profit
capital Other shares equity
d stock income
securiti
es
-109,76
I. Balance at the 220,281, 4,479,182 835,925.6 2,952,586 118,784,7
4,586.3
end of the last year 600.00 .23 7 .32 07.92
0
Add: Changes
of accounting
policy
Error
correction of the
last period
Other
II. Balance at the -109,76
220,281, 4,479,182 835,925.6 2,952,586 118,784,7
beginning of this 4,586.3
600.00 .23 7 .32 07.92
year 0
III. Increase/
Decrease in this -835,925. 90,845. -745,079.
year (Decrease is 67 95 72
listed with “-”)
(i) Total
-835,925. 90,845. -745,079.
comprehensive
67 95 72
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
98
深圳市特力(集团)股份有限公司 2015 年年度报告全文
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
4. Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI)Others
IV. Balance at the -109,67
220,281, 4,479,182 2,952,586 118,039,6
end of the report 3,740.3
600.00 .23 .32 28.20
period 5
99
深圳市特力(集团)股份有限公司 2015 年年度报告全文
SHENZHEN TELLUS HOLDING CO., LTD.
Notes to Financial Statements
（For the Year Ended 31 December, 2015 Expressed in RMB Yuan）
Ⅰ、 Corporation profile
1.Foundation of Tellus
The Chinese name of Tellus: 深圳市特力(集团)股份有限公司
The English name of Tellus: ShenZhen Tellus Holding Co.,Ltd
Registered company addrss: Tellus Building level 3, Shuibei second Road, Luohu,
Shenzhen City, Guangdong Province.
Office address: the 15th Floor of Nuclear Building ,Shennan Road, Futian District,
Shenzhen
Stock market: Shenzhen Stock Exchange
Name and code: Tellus A（000025）,Tellus B（200025）
Legal representative：Hang LV
The number of business license: 440301103017750
2. Theindustry characteristic and business scope with the main products or
services
The industry characteristic：The industry of providing energy materials, machinery
and electronics equipment
The business scope:automotive integrated services, including the test of equipment
maintenance, property leasing and management etc.
The main products or services: sales of vehicles and accessories, the maintenance
and inspection of vehicles and the services of property leasing etc.
3. The history of Tellus
Shenzhen Tellus Holding Company Limited (“the Company”) was developed from
the Shenzhen Tellus Machinery Co.,Ltd., which established on 11 October, 1986. On
2nd January, 1992, with the approval of Shenzhen Municipal Peoples Government
“shen fu ban fu (1992), No. 1850”, Shenzhen Tellus Machinery Co.,Ltd. reorganized
to a public limited company and renamed to Shenzhen Tellus Machinery Holding
Company Limited. On 15 March 1993, with the approval of Bank of China Shenzhen
branch “Shen Ren Yin Fu Zi (1993) No.92”, the Company issued the initial public
registered shares and turned into Limited Liability Company with the name of “Tellus
100
深圳市特力(集团)股份有限公司 2015 年年度报告全文
mechanical and electrical co. LTD, Shenzhen”. At this moment, the whole share
capital is 166.88 million shares, including the original 120.9million shares with 45.98
million new shares. The new shares is divided into two parts, one is RMB 25.98
million ordinary shares (A shares) ,the other is special shares (B) RMB 20 million
shares
In June 1993, Shenzhen securities management office was about to agree that
“Tellus mechanical and electrical co. LTD, Shenzhen“wasqualified to list in
Shenzhen stock exchange market(shen zheng ban fu[1993]34) and (shen zheng shi
zi [1993]22).On 30 June 1994, the Company changed name to Shenzhen Tellus
Holding Company Limited with the approval of Shenzhen administrative bureau for
industry and commerce .
On March 15, 1993, with the approval of the branch of peoples bank of China in
shenzhen special economic zone, the group could issue A ordinary shares 25.98
million with B ordinary shares20 million (shen ren yin fu zi (1993)092).On June 30,
1994, with the approval of the shenzhen city administration for industry and
commerce, Tellus mechanical and electrical co. LTD, Shenzhen was renamed
ShenZhen Tellus Holding Co.,Ltd
The capital structure of the Company at listing date：
Category Amount (share) Ratio（%）
1. Non-tradable shares
Include: State shares 120,900,000 72.45
Sub-total of non-tradable shares 120,900,000 72.45
2. Tradable shares
-A 25,980,000 15.57
-B 20,000,000 11.98
Sub-total tradable shares 45,980,000 27.55
Total 166,880,000 100.00
Change of capital structure after established:
（1）Issue bonus shares in 1993
According to the decision made by general meeting of shareholders in 1993, the
company distributed a 2 for 10 bonus shares with cash dividend of RMB 0.5. The
whole capital changed into 2,002.56 million shares.
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
On 22 April 1994，the Shenzhen Stock Management Office agreed about plan of
distributing bonus . After plan, the companys capital structure changed as follows:
Category Amount（share） Ratio（%）
State - owned shares 145,080,000 72.45
Public shares 31,176,000 15.57
RMB special stock（B shares） 24,000,000 11.98
Total 200,256,000 100.00
（2）Issue bonus shares and increase capital in 1994
On 28 May 1995, the Group shareholder meeting agreed about plan of distributing
bonus and increasing capital. On the basis of 2,002.56 million shares in the end of
1994, the Group distributed 0.5 of 10 shares, and give RMB 0.5 from every
increasing 0.5 share capital. After the Groups share capital increased to 2,202.816
million shares.
After plan, the companys capital structure changed as follows:
Category Amount（share） Ratio（%）
State - owned shares 159,588,000 72.45
Public shares 34,293,600 15.57
RMB special stock（B shares） 26,400,000 11.98
Total 220,281,600 100.00
（3）Majority shareholder change in 1997
On 31st March 1997, with the approval of Shenzhen Municipal Peoples Government
“shen fu han (1997), No. 19” and China Securities Regulatory Commission “zheng
jian han shang (1997), No. 5”, Shenzhen Investment Administrative Company
transferred its 159,588,000 shares to Shenzhen Te Fa (Group) Company Limited
(hereinafter referred to as “the Te Fa Group”). The shares transferred represent
72.45% of the total issued shares of the Company.
（4）The reform of listing non-tradable shares in 2006
In December 2005, shenzhen, the State-owned Assets Supervision and
Administration Commission agreed about the plan of reforming non-tradable shares.
On 4th January 2006, Te Fa Group gave 13,717,440 shares to the holders of
tradable shares of the company in the A share market. After the split-share reform
102
深圳市特力(集团)股份有限公司 2015 年年度报告全文
was completed, it held 66.22% of the shares capital of the Company.
After the split-share reform, the companys capital structure changed as follows:
Category Amount（share） Ratio（%）
State - owned shares 145,870,560 66.22
Public shares 48,011,040 21.79
RMB special stock（B shares） 26,400,000 11.98
Total 220,281,600 100.00
(5) Private placement of RMB ordinary shares in 2015
According to the 19th special meeting of the 7th Board Meeting on April 21st,2014,
and the 4th stockholders meeting on June 3rd, 2014, the Company private issued
RMB ordinary shares (A shares) 77,000,000.00 shares to Shenzhen Tefa Group Co.
and Shenzhen Yuanzhifuhai Jewerly Investment Co. The total raising money is less
than RMB 646,800,000.00 and it is all by cash.
Category Amount Ratio（%）
State-owned legal person shares 151,870,560 51.09
Domestic public shares 119,011,040 40.03
RMB special shares (b share) 26,400,000 8.88
Total 297,281,600 100.00
Till the end of 2015, the Company had issued 29,728.16 million shares, details in
Note 7.31.
4. The scope of consolidation
There are 14 subsidiariesincluded in the 2015 consolidation scope, details in
notes8”the equity in other entities”. Compared with last year(2014), there is no
difference in the consolidation scope.
5. The approval and the date of financial statements
The financial statements of the Company are authorized to be issued to the public
on April 14th,2016 by the Board of Directors.
Ⅱ、 Basis of Preparation
1. Basis of preparation
The financial statements of the Company have been prepared on the basis of going
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
concern in conformity with Chinese Accounting Standards for Business Enterprises
and Accounting Systems for Business Enterprises issued by the Ministry of Finance
of Peoples Republic of China in February 2006, and Accounting Standards (order
No.33 of the Ministry of Finance announcedand order No.76 of the Ministry of
Finance revised ) and Compilation Rules for Information Disclosure by Companies
Offering Securities to the Public No.15—General Provisions on Financial Reports
(2014 Revision) issued by the China Securities Regulatory Commission (CSRC).
According to the relevant accounting regulations in Chinese Accounting Standards
for Business Enterprises, the Group has adopted the accrual basis of accounting.
Except for certain financial instruments which are measured by at fair value, the
Group adopts the historical cost as the principle of measurement in the financial
statements. Where assets are impaired, provisions for asset impairment are made in
accordance with relevant requirements.
Ⅲ、 Statement of Compliance with Enterprise Accounting Standards
The financial statements of the Group comply are recognized and measured in
accordance with the regulations in the Chinese Accounting Standards for Business
Enterprises and they give a true and fair view of the financial position, business
results and cash flow of the Group as of 31 December 2014. In addition, in all
material respects ,the financial statements of the Company and the Group
complywith the revised disclosing requirements for financial statements and the
notes Compilation Rules for Information Disclosure by Companies Offering
Securities to the Public No.15—General Provisions on Financial Reports (2014
Revision) issued by China Securities Regulatory Commission (CSRC) in 2014.
Ⅳ、 Important Accounting Principles and Accounting Estimates
According to the Chinese Accounting standards,the Group ensures the relevant
accounting policies and estimation by means of characteristics of subsidiaries. In
terms of theexplanation of judgment and estimation of important accounting policies
made by Board of Directors, details will be found in notes 4.31”the important
judgment and estimation”.
1、 Accounting period
The accounting period of the Group is classified as annual period and interim period.
Interim period refers to the reporting period shorter than a complete annual period.
The accounting period of the Group is the calendar year from January 1 to
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
December 31.
2、Operating Cycle
The normal operating cycle is referring to buying assets used into generating new
products to sell products and recollect monetary assets.
3、 Monetary Unit
Renminbi (RMB) is the currency of the primary economic environment in which the
Group and its domestic subsidiaries operate. Therefore, the Group and its domestic
subsidiaries choose RMB as their functional currency. The Group adopts RMB to
prepare its functional statements.
4、Basis of accounting
A business combination is a transaction or event that brings together two or more
separate entities into one reporting entity. Business combinations are classified into
business combinations involving enterprises under common control and business
combinations not involving enterprises under common control.
（1）Business combination involving entities under common control
A business combination involving enterprises under common control is a business
combination in which all of the combining enterprises are ultimately controlled by the
same party or parties both before and after the combination, and that control is not
transitory. For a business combination involving enterprises under common control,
the party that, on the combination date, obtains control of another enterprise
participating in the combination is the absorbing party, while that other enterprise
participating in the combination is a party being absorbed. Combination date is the
date on which the absorbing party effectively obtains control of the party being
absorbed.
The assets and liabilities obtained are measured at the carrying amount as recorded
by the enterprise being combined at the combination date. The differences between
the carrying amount of the net assets obtained and the carrying amount of
consideration paid for the combination (or the total face value of shares issued) is
adjusted to the capital premium (or share premium) in the capital reserve. If the
balance of the capital premium (or share premium) is insufficient, any excess is
adjusted to retained earnings.
The cost of a combination incurred by the absorbing party includes any costs directly
attributable to the combination shall be recognized as an expense through profit or
loss for the current period when incurred.
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
（2）Business combination involving entities not under common control
A business combination involving enterprises not under common control is a
business combination in which all of the combining enterprises are not ultimately
controlled by the same party or parties both before and after the business
combination. For a business combination not involving enterprises under common
control, the party that, on the acquisition date, obtains control of another enterprise
participating in the combination is the acquirer, while that other enterprise
participating in the combination is the acquiree. Acquisition date is the date on which
the acquirer effectively obtains control of the acquiree.
For a business combination not involving enterprise under common control, the
combination cost including the sum of fair value, at the acquisition date, of the
assets given, liabilities incurred or assumed, and equity securities issued by the
acquirer. The intermediary expenses incurred by the acquirer in respect of auditing,
legal services, valuation and consultancy services etc. and other associated
administrative expenses attributable to the business combination are recognized in
profit or loss when they are incurred. The transaction cost arose from issuing of
equity securities or liability securities shall be initially recognized as equity securities
or liability securities.
The contingent consideration related to the combination shall be booked as
combination cost at the fair value at the acquisition date. If, within the 12 months
after acquisition, additional information can prove the existence of related
information at acquisition date and the contingent consideration need to be adjusted,
goodwill can be offset. For a business combination achieved in stages that involves
multiple exchange transactions, the equity interest in the acquiree previously held
before the acquisition date re-assessed at the fair value at the acquisition date, with
any differences between its fair value and its carrying amount is recorded as
investment income. The other comprehensive income of the acquiree before the
acquisition date relating to the previously held interest in the acquiree is transferred
to investment income. Combination cost is the aggregate of the carrying amount of
the equity interest held in the acquiree prior to the acquisition date and the fair value
of the cost of the additional investment at the acquisition date.
Combination cost of the acquirers interest and identifiable net assets of the acquirer
acquired through the business combination shall be measured by the fair value at
the acquisition date. Where the cost of combination exceeds the acquirers interest
106
深圳市特力(集团)股份有限公司 2015 年年度报告全文
in the fair value of the acquirees identifiable net assets, the difference shall be
recognized as goodwill. Where the cost of combination is less than the acquirers
interest in the fair value of the acquirees identifiable net assets, the difference shall
be accounted for according to the following requirements: (i) the acquirer shall
reassess the measurement of the fair values of the acquirees identifiable assets,
liabilities and contingent liabilities and measurement of the cost of combination; (ii) if
after that reassessment, the cost of combination is still less than the acquirers
interest in the fair values of the acquirees identifiable net assets, the acquirer shall
recognize the remaining difference immediately in profit or loss for the current
period.
Where the temporary difference obtained by the acquirer was not recognized due to
inconformity with the conditions applied for recognition of deferred income tax, if,
within the 12 months after acquisition, additional information can prove the existence
of related information at acquisition date and the expected economic benefits on the
acquisition date arose from deductible temporary difference by the acquiree can be
achieved, relevant income tax assets can be recognized, and goodwill offset. If the
goodwill is not sufficient, the differences shall be recognized as profit of the current
period.
Apart from above, the differences shall be taken into profit or loss of the current
period if the recognition of deferred income tax assets is related to the combination.
5、Preparation of consolidated financial statements
（1）The scope of consolidated financial statements
The scope of consolidation in the consolidated financial statements is determined on
the basis of control. Control is the power to govern the financial and operating
policies of an enterprise so as to obtain benefits from its operating activities. The
scope of consolidation includes the Group and all of the subsidiaries. Subsidiary is
an enterprise or entity under the control of the Group.
（2）Preparation of the consolidated financial statements
The subsidiary of the Group is included in the consolidated financial statements from
the date when the control over the net assets and business decisions of the
subsidiary is effectively obtained, and excluded from the date when the control
ceases. For a subsidiary disposed of by the Group, the operating results and cash
flows before the date of disposal (the date when control is lost) are included in the
consolidated income statement and consolidated statement of cash flows, as
107
深圳市特力(集团)股份有限公司 2015 年年度报告全文
appropriate. For a subsidiary disposed during the period, no adjustment is made to
the opening balance of the consolidated financial statements.
For a subsidiary acquired through a business combination not under common
control, the operating results and cash flows from the acquisition (the date when the
control is obtained) are included in the consolidated income statement and
consolidated statement of cash flows, as appropriated; no adjustment is made to the
opening balance and comparative figures in the consolidated financial statements.
Where a subsidiary was acquired during the reporting period, through a business
combination involving enterprises under common control, the financial statements of
the subsidiaries are included in the consolidated financial statements. The results of
operations and cash flow are included in the consolidated balance sheet and the
consolidated income statement, respectively, based on their carrying amounts, from
the date that common control was established, and the opening balances and the
comparative figures of the consolidated financial statements are restated.
When the accounting period or accounting policies of a subsidiary are different from
those of the Group, the Group makes necessary adjustments to the financial
statements of the subsidiary based on the Groups own accounting period or
accounting policies. Where a subsidiary was acquired during the reporting period
through a business combination not under common control, the financial statements
was re-conciliated on the basis of the fair value of identifiable net assets at the date
of acquisition. Intra-group balances and transactions, and any unrealized profit or
loss arising from intra-group transactions, are eliminated in preparing the
consolidated financial statements.
Minority interest and the portion in the net profit or loss not attributable to the Group
are presented separately in the consolidated balance sheet within shareholders
equity and net profit. Net profit or loss attributable to minority shareholders in the
subsidiaries is presented separately as minority interest in the consolidated income
statement below the net profit line item. When the amount of loss for the current
period attributable to the minority shareholders of a subsidiary exceeds the minority
shareholders portion of the opening balance of owners equity of the subsidiary, the
excess is allocated against the minority interests.
When the Group loses control of a subsidiary due to the disposal of a portion of an
equity investment or other reasons, the remaining equity investment is re-measured
at its fair value at the date when control is lost. The difference between 1) the total
108
深圳市特力(集团)股份有限公司 2015 年年度报告全文
amount of consideration received from the transaction that resulted in the loss of
control and the fair value of the remaining equity investment and 2) the carrying
amounts of the interest in the former subsidiarys net assets immediately before the
loss of the control is recognized as investment income for the current period when
control is lost. The amount recognized in other comprehensive income in relation to
the former subsidiarys equity investment is reclassified as investment income for
the current period when control is lost. The retained interest is subsequently
measured according to the rules stipulated in the “Chinese Accounting Standards for
Business Enterprises No.2—Long-term equity investment” or “Chinese Accounting
Standards for Business Enterprises No.22—Determination and measurement of
financial instruments” . Details in Note 4. 7 “Financial instruments” or Note
4.10 ”Long-term equity investments ”.
6、The methods of making consolidatedfinancial statements
(1) The standards of ensure scope of financial statements
Control is the foundation of ensuring the scope financial statements. Control is
referring to the power of controlling investee via the relevant investing activities with
changeable returns and of influencing to change values of them. The consolidation
scope refers to the group and subsidiaries. Subsidiary is entity of the controlled
party.
(2)The methods of making consolidatedfinancial statements
From the day of acquiring the equity and actual control of management decisions, it
should be in the scope vice versa. As for the subsidiary of disposition, the assets
and monetary flow should be included into the consolidated financial statements, not
adjusting the opening balance. Under the non-same control surrounding, the
operating results and cash flows have been included in the consolidated financial
statements properly and accurately with no adjustment of the opening
balance.Under the same control surrounding, the operating results and cash flows
have been included in the consolidated financial statements properly and accurately
with adjustment of the opening balance.
When making financial statements, if the period of the group and the subsidiary is
different, we should necessarily adjust the subsidiary period in accordance with the
groups. As for the non-same control subsidiaries, the values at acquisition date
will be applied when adjusting.
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The values all major transactions in the group and unrealized profits should be
offsetin the preparation of consolidated financial statements.
It should be listed individually when the entity of subsidiaries have non-controlling
shares. Furthermore, if there are share belonging to the non-controlling
shareholders, we should classify it as “Non-controlling interests”. If there is a loss in
the investment of non-controlling shareholders, we still list the loss in the category of
“Non-controlling interests”.
When losing the control power of subsidiesbecause of deposing partial share capital,
for the remaining values, it will be recalculated. The sum of consideration at
acquisition date minus the original equity held by the group with the relevant route,
the difference should be listed into current investment outcome. The comprehensive
income relevant to subsidiaries should be used the same accounting methods to
measure. Besides, for the remaining share capital, it should be measured by the
accounting standards of NO.2 and NO.22, details will be found in notes 4.9 or notes
4.13.
It is necessary to distinguish how to lose the control power: for a package of
transactions or not. The following would suggest whether affected by a package of
transactions：①fair and equal；②the result of the entire trasanction could be
accomplished by the transaction；③the transaction happens depends on the other；
④it will be considered as a whole when measuring the economic results, details will
be found in notes 4、13、（2）④.
7．Joint Venture
Joint venture refers to an arrangement controlled be two or more than two parties.
The group will divide joint venture into joint management and joint ventures in
accordance with the standards.Joint venture is the arrangement of
acquiringbenefits .
The equity method will be used into the calculation ,details will be found in 4.13（2）
②.
As a party of joint venture, we should ensure the assets and liabilities individually;
besides, revenues and costs of production and sales.
If selling or buying assets, the group should only ensure gain or loss which belonged
to the other partiesparticipated in joint venture, accounting standards—8.
8. Cash and Cash equivalent
Cash and cash equivalents of the Group include cash on hand, ready usable
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deposits and investments having short holding term (normally will be due within
three months from the day of purchase), with strong liquidity and easy to be
exchanged into certain amount of cash that can be measured reliably and have low
risks of change.
9. Foreign exchange
（1）Translation in foreign exchange transactions
The foreign currency transactions are recorded, on initial recognition in the
functional currency, by applying the spot exchange rate on the date of the
transaction （an exchange rate that approximates the actual spot exchange rate on
the date of transaction）. The exchange of foreign currency and transactions related
to the foreign exchange are translated at the spot exchange rate.
（2）Translation of monetary foreign currency and non-monetary foreign currency
At the balance sheet date, foreign currency monetary items are translated using the
spot exchange rate at the balance sheet date. All the exchange differences thus
resulted are taken to profit or loss, except for ①those relating to foreign currency
borrowings specifically for construction and acquisition of qualifying assets, which
are capitalized in accordance with the principle of capitalization of borrowing costs.
②The exchange difference from changes of other account balance of foreign
currency monetary items available-for-trade is recorded into profit or loss except for
amortized cost.
Non-monetary foreign currency items measured at historical cost shall still be
translated at the spot exchange rate prevailing on the transaction date, and the
amount denominated in the functional currency is not changed. Non-monetary
foreign currency items measured at fair value are translated at the spot exchange
rate prevailing at the date when the fair values are determined. The exchange
difference thus resulted are recognized in profit or loss for the current period or as
capital reserve.
10、Financial instruments
（1）Determination of financial assets and liabilities fair value
Fair value is the amount for which an asset could be exchanged, or a liability settled,
between knowledgeable, willing parties in an arms length transaction. For a
financial instrument which has an active market, the Group uses quoted price in the
active market to establish its fair value. The quoted price in the active market refers
to the price that can be regularly obtained from exchange market, agencies, industry
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associations, pricing authorities; it represents the fair market trading price in the
actual transaction.
For a financial instrument which does not have an active market, the Group
establishes fair value by using a valuation technique. Valuation techniques include
using recent arms length market transactions between knowledgeable, willing
parties, reference to the current fair value of another instrument that is substantially
the same, discounted cash flow analysis and option pricing models.
（2）Classification, recognition and measurement of financial assets
All regular way purchases or sales of financial assets are recognized and
derecognized on a trade date basis. On initial recognition, the Groups financial
assets are classified into one of the four categories, including financial assets at fair
value though profit or loss, held-to maturity investments, loans and receivables and
available-for-trade financial assets. A financial asset is recognized initially at fair
value. In the case of financial assets at fair value through profit or loss, relevant
transaction costs are immediately charged to the profit and loss of the current period;
transaction costs relating to financial assets of other categories are included in the
amount initially recognized.
① Financial assets at fair value through profit or loss:
Including financial assets held-for-trade and financial assets designated at fair value
through profit or loss.
Financial asset held-for-trade is the financial asset that meets one of the following
conditions:
A. the financial asset is acquired for the purpose of selling it in a short term;
B. the financial asset is a part of a portfolio of identifiable financial instruments that
are collectively managed, and there is objective evidence indicating that the
enterprise recently manages this portfolio for the purpose of short-term profits;
C. the financial asset is a derivative, except for a derivative that is designated and
effective hedging instrument, or a financial guarantee contract, or a derivative that is
linked to and must be settled by delivery of an unquoted equity instrument (without a
quoted price from an active market) whose fair value cannot be reliably measured.
For such kind of financial assets, fair values are adopted for subsequent
measurement.
Financial asset is designated on initial recognition as at fair value through profit or
loss only when it meets one of the following conditions:
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A. the designation eliminates or significantly reduces the inconsistency in the
measurement or recognition of relevant gains or losses that would otherwise arise
from measuring the financial instruments on different bases.
B. a group of financial instruments is managed and its performance is evaluated on
a fair value basis, and is reported to the enterprises key management personnels.
Formal documentation regarding risk management or investment strategy has
prepared.
Financial assets at fair value through profit or loss are subsequently measured at the
fair value. Any gains or losses arising from changes in the fair value and any
dividends or interest income earned on the financial assets are recognized in the
profit or loss.
② Investment held-to maturity
Held-to-maturity investments are non-derivative financial assets with fixed or
determinable payments and fixed maturity that an entity has the positive intention
and ability to hold to maturity. Such kind of financial assets are subsequently
measured at amortized cost using the effective interest method. Gains or losses
arising from derecognition, impairment or amortization are recognized in profit or
loss for the current period.
Effective interest rate is the rate that exactly discounted estimated future cash flows
through the expected life of the financial asset or financial liability or, where
appropriate, a shorter period to the net carrying amount of the financial asset or
financial liability.
When calculating the effective interest rate, the Group shall estimate future cash
flow considering all contractual terms of the financial asset or financial liability
without considering future credit losses, and also consider all fees paid or received
between the parties to the contract giving rise to the financial asset and financial
liability that are an integral part of the effective interest rate, transaction costs, and
premiums or discounts, etc.
③ Loans and receivables
Loans and receivables are non-derivative financial assets with fixed determinable
payment that are not quoted in an active market. Financial assets classified as loans
and receivables by the Group include note receivables, account receivables, interest
receivable dividends receivable and other receivables.
Loans and receivables are subsequently measured at amortized cost using the
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effective interest method. Gain or loss arising from derecognition, impairment or
amortization is recognized in profit or loss.
④ Financial assets available-for-trade
Financial assets available-for-trade include non-derivative financial assets that are
designated on initial recognition as available for trade, and financial assets that are
not classified as financial assets at fair value through profit or loss, loans and
receivables or investment held-to-maturity.
Financial assets available-for-trade are subsequently measured at fair value, and
gains or losses arising from changes in the fair value are recognized as other
comprehensive income and included in the capital reserve, except that impairment
losses and exchange differences related to amortized cost of monetary financial
assets denominated in foreign currencies are recognized in profit or loss, until the
financial assets are derecognized, at which time the gains or losses are released
and recognized in profit or loss.
Interests obtained and dividends declared by the investee during the period in which
the financial assets available-for-trade are held, are recognized in investment gains.
（3）Impairment of financial assets
The Group assesses at the balance sheet date the carrying amount of every
financial asset except for the financial assets that measured by the fair value. If there
is objective evidence indicating a financial asset may be impaired, a provision is
provided for the impairment.
The Group makes an impairment test for a financial asset that is individually
significant. For a financial asset that is not individually significant, it is included in a
group of financial assets with similar credit risk characteristics and collectively
assessed for impairment [or individually assessed for impairment]. If no objective
evidence of impairment incurs for an individually assessed financial asset (whether
the financial asset is individually significant or not individually significant), it is
included in a group of financial assets with similar credit risk characteristics and
collectively assessed for impairment. Assets for which an impairment loss is
individually recognized is not included in a group of financial assets with similar
credit risk characteristics and collectively assessed for impairment.
① Impairment on held-to maturity investment, loans and receivables
The financial assets measured by cost or amortized cost write down their carrying
value by the estimated present value of future cash flow. The difference is recorded
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as impairment loss. If there is objective evidence to indicate the recovery of value of
financial assets after impairment, and it is related with subsequent event after
recognition of loss, the impairment loss recorded originally can be reversed. The
carrying value of financial assets after impairment loss reversed shall not exceed the
amortized cost of the financial assets without provisions of impairment loss on the
reserving date.
② Impairment loss on available-for-trade financial assets
When decision is made with all related factors on whether the fall of fair value
investment of an equity instrument available-for-trade is significant or non-transient,
it indicates impairment of such equity instrument investment, in which, “significant”
means over 20% of fall in fair value and “non-transient” means over 12 months of
subsequent fall.
When an available-for-trade financial asset is impaired, the cumulative loss arising
from declining in fair value that had been recognized in capital reserve shall be
removed and recognized in profit or loss. The amount of the cumulative loss that is
removed shall be difference between the acquisition cost with deduction of
recoverable amount less amortized cost, current fair value and any impairment loss
on that financial asset previously recognized in profit or loss.
If, after an impairment loss has been recognized, there is objective evidence that the
value of the financial asset is recovered, and it is objectively related to an event
occurring after the impairment loss was recognized, the initial impairment loss can
be reversed and the reserved impairment loss on available-for-trade equity
instrument is recorded in the profit or loss, the reserved impairment loss on
available-for-trade debt instrument is recorded in the current profit or loss.
The equity instrument where there is no quoted price in an active market, and whose
fair value cannot be reliably measured, or impairment loss on a derivative asset that
is linked to and must be settled by delivery of such an unquoted equity instrument
shall not be reversed.
（4）Recognition and measurement of financial assets transfer
The Group derecognizes a financial asset when one of the following conditions is
met:
1) the rights to receive cash flows from the asset have expired;
2) the enterprise has transferred its rights to receive cash flows from the asset to a
third party under a “pass-through” arrangement; or
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3) the enterprise has transferred its rights to receive cash flows from the asset and
either (a) has transferred substantially all the risks and rewards of the asset, or (b)
has neither transferred nor retained substantially all the risks and rewards of the
asset, but has transferred control of the asset.
If the enterprise has neither retained all the risks and rewards from the financial
asset nor control over the asset, the asset is recognized according to the extent it
exists as financial asset, and correspondent liability is recognized. The extent of
existence refers the level of risk by the financial asset changes the enterprise is
facing.
For a transfer of a financial asset in its entirety that satisfies the derecognition
criteria, (a). the carrying amount of the financial asset transferred; and (b) the sum of
the consideration received from the transfer and any cumulative gain or loss that
had been recognized in other comprehensive income, is recognized in profit or loss.
If a part of the transferred financial asset qualifies for derecognition, the carrying
amount of the transferred financial asset is allocated between the part that continues
to be recognized and the part that is derecognized, based on the relative fair value
of those parts. The difference between (a) the carrying amount allocated to the part
derecognized; and (b) the sum of the consideration received for the part
derecognized and any cumulative gain or loss allocated to the part derecognized
which has been previously recognized in other comprehensive income, is
recognized in profit or loss.
（5）Classification and measurement of financial liabilities
The Groups financial liabilities are, on initial recognition, classified into financial
liabilities at fair value through profit or loss and other financial liabilities. For financial
liabilities at fair value through profit or loss, relevant transaction costs are
immediately recognized in profit or loss for the current period, and transaction costs
relating to other financial liabilities are included in the initial recognition amounts.
①Financial liabilities measured by the fair value and the changes recorded in profit
or loss
The classification by which financial liabilities held-for-trade and financial liabilities
designed at the initial recognition to be measured by the fair value follows the same
criteria as the classification by which financial assets held-for-trade and financial
assets designed at the initial recognition to be measured by the fair value and their
changes are recorded in the current profit or loss.
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For the financial liabilities measured by the fair value and changes recorded in the
profit or loss, fair values are adopted for subsequent measurement. All the gains or
losses on the change of fair value and the expenses on dividends or interests
related to these financial liabilities are recognized in profit or loss for the current
period.
②Other financial liabilities
Derivative financial liabilities that linked with equity instruments, which do not have a
quoted price in an active market and their fair value cannot be measured reliably, is
subsequently measured by cost Other financial liabilities are subsequently
measured at amortized cost using the effective interest method. Gains or losses
arising from derecognition or amortization are recognized in profit or loss for the
current period.
（6）Derecognition
The Group derecognizes a financial liability (or part of it) when the underlying
present obligation (or part of it) is discharged or cancelled or has expired. An
agreement between the Group (an existing borrower) and existing lender to replace
original financial liability with a new financial liability with substantially different terms
is accounted for as an extinguishment of the original financial liability and the
recognition of a new liability.
When the Group derecognizes a financial liability or a part of it, it recognizes the
difference between the carrying amount of the financial liability (or part of the
financial liability) derecognized the consideration paid (including any non-cash
assets transferred or new financial liabilities assumed) in profit or loss.
（7）Derivatives and embedded derivatives
Derivatives in the relevant contract are initially recorded at fair value, and
subsequent valuesmeasure at fair value.
（8）Offsetting financial assets and financial liabilities
When the group has a legal right that is currently enforceable to set off the
recognized financial assets and financial liabilities, and intends either to settle on a
net basis, or to realize the financial asset and settle the financial liability
simultaneously, a financial asset and a financial liability shall be offset and the net
amount is presented in the balance sheet. Except for the above circumstances,
financial assets and financial liabilities shall be presented separately in the balance
sheet and shall not be offset.
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（9） Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets
of the Group after deducting all of its liabilities. The consideration received from
issuing equity instruments, net of transaction costs, are added to owners equity.
All types of distribution (excluding stock dividends) made by the Group to holders of
equity instruments are deducted from owners equity. The Group does not recognize
any changes in the fair value of equity instruments.
11、Account receivables
The account receivable by the Group includes account receivables, and other
receivables.
（1）Criteria for recognition of bad debts:
The Company carries out an inspection on the balance sheet date. Where there is
any objective evidence proving that the receivables have been impaired, an
impairment provision shall be made:
①A serious financial difficulty occurs to the issuer or debtor;
②The debtor breaches any of the contractual stipulations, for example, fails to pay
or delays the payment of interests or the principal, etc.;
③ The debtor will probably become bankrupt or carry out other financial
reorganizations;
④ Other objective evidences showing the impairment of the receivables.
（2）Method for bad debts provision
① Provisions of bad debts in account receivables that is individually significant.
The Group treats account receivables over RMB 1,000,000 and other
receivables over RMB 500,000 as individually significant items.
For an account receivable that is individually significant, the asset is individually
assessed for impairment, and the amount of impairment is recognized in profit or
loss if there is objective evidence of impairment is included in a group of financial
assets with similar credit risk characteristics and collectively assessed for
impairment. An account receivable for which an impairment loss is individually
recognized is not included in a group of account receivables with similar credit risk
characteristics and collectively assessed for impairment.
② Provisions of bad debts in account receivables that individually insignificant items
with similar credit risk characteristics that have significant risk:
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A．Evidence of credit risk characteristics
Whether the financial asset is individually significant or not individually
significant, it is included in a group of financial assets with similar credit risk
characteristics and collectively assessed for impairment. Such credit risk reflects the
repayment of all due amount under the contract, and is related to the estimation of
future cash flow expected to be derived from the assets.
Evidence of portfolios：
Items Evidence of portfolios
Aging portfolios Use the aging of account receivables as credit risk characteristics
B．Provision by credit risk characteristics
During the group impairment test, the amount of bad debts provisions is determined
by the assessed result from the experience of historical loss and current economic
status and the existing loss in the estimated account receivables according to the
set of account receivables and credit risk characteristic.
Provisions for difference portfolios：
Item Method of provision
Aging portfolios Provision by Aging
a. Provision by Aging analysis
Aging Accounts receivable（%） Other receivables（%）
Within 1 year(inclusive) No provision No provision
1-2 years (inclusive) 5 5
2-3 years (inclusive) 20 20
Over 3 years 50 50
③ Provisions of bad debts that is individually insignificant.
The Group treats account receivables under RMB 1,000,000 and other receivables
under RMB 500,000 as individually insignificant items.
For the account receivables not individually significant, the Group assesses the
account receivables individually for impairment when are of following characteristics:
if there is objective evidence indicating the impairment, the impairment loss is
recognized at the difference between the present value of future cash flow less the
carrying amount, and provision is made accordingly. For example, account
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receivables with related parties; account receivables under litigations or arbitrations,
or account receivables with obvious indication that debtor cannot fulfill the obligation
of repayment.
（3）The reversal of bad debts provision
If there is objective evidence of recovery in value of account receivables, and the
recovery can be related to an event occurring after the impairment was
recognized, the previously recognized impairment loss is reversed and
recognized in profit or loss. However, the reversal shall not result in a carrying
amount that exceeds what the amortized cost would have been had the
impairment loss not been recognized at the date the impairment is reversed.
12、Inventories
（1）Classification of inventory
The Groups inventory mainly include raw materials, goods in stock,
work-in-progress and low value consumables, etc.
（2）Valuation method of inventories upon delivery
Inventories are initially carried at the actual cost and delivered at the value by weighted average method.
The low value consumables and packaging should be amortized in equal installment.
（3）Basis for determining net realizable value of inventories and provision methods
for decline in value of inventories
Net realizable value is the estimated selling price in the ordinary course of business
less the estimated costs of completion, the estimated costs necessary to make the
sale and relevant taxes. Net realizable value is determined on the basis of clear
evidence obtained, and takes into consideration the purpose of holding inventories
and effect of post balance sheet events.
At the balance sheet date, inventories are measured at the lower of the cost and net
realizable value. If the net realizable value is below the cost of inventories, a
provision for decline in value of inventories is made. The provision for inventories
decline in value is normally determined by the difference of the cost of individual
item less its realizable value.
After the provision for decline in value of inventories is made, if the circumstances
that previously caused inventories to be written down below cost no longer exist so
that the net realizable value of inventories is higher than their cost, the original
provision for decline in value is reversed and the reversal is included in profit or loss
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for the period.
（4）Inventory system is maintained for stock system.
13. Held-to-maturity investmentd
Held-to-maturity investments are initially measured at fair value (deducting bond
interest that has matured but not yet been retrieved) plus relevant transaction costs
when acquired. Interest income is recognized as investment income based on the
amortized cost and effective interest rate. If differences between the effective
interest rate and coupon rate is negligible, the coupon rate is applicable. The actual
interest rate is determined upon acquisition and remains unchanged during the
expected remaining period, or a shorter period if applicable. Differences between
the proceeds and book values of the investments are recognized as investment
income on disposal.
If an asset could be sold under the normal conditions with precise decisions from
directors of board in an irrevocable agreement in one year, then it would be regarded
as held-to maturity asset. The method of calculation is no deprecation or
amortization from the beginning-holding-day, instead of choosing the lower one
between book value and fair value minus disposal expenses. If the disposable asset
is an asset group under the accounting standards 8 and the goodwill will be divided
into this asset group, then it should be included the goodwill.
It should be disclosed individually when it is classified as held-to-maturity asset. If it
is classified as the liability connecting to the asset group, it should also list
separately.
14、Long-term equity investments
The term of long-term equity investments refers to the investment which has control,
joint venture and significant influence over the investees. If the group does not have
control, joint venture and significant influence over the investees, then it should be
classified as available-for-sale financial asset or the asset measured at fair value
and recorded into the profits and losses of the current financial assets, details will be
found in notes4.9”Financail Instruments”.
The term “joint control” refers to the contractually agreed sharing of control over an
economic activity, which exists only when the investing parties involved in the
economic activity reach a consensus on sharing control over critical financial and
operating policies concerning that activity. An entity which is subject to joint control
by the investor and other parties is their joint venture.
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（1）Determination of investment cost
For a business combination involving enterprises under common control, the initial
investment cost of the long-term equity investment shall be carrying value of the
absorbing partys share of the owners equity of the party being absorbed at the date
of combination. For a business combination not involving enterprise under common
control, the combination cost including the sum of fair value, at the acquisition date,
of the assets given, liabilities incurred or assumed, and equity securities issued by
the acquirer. The intermediary expenses incurred by the acquirer in respect of
auditing, legal services, valuation and consultancy services etc. and other
associated administrative expenses attributable to the business combination are
recognized in profit or loss when they are incurred. Transaction fee of equity
securities or debt securities issued by purchasers business combination should be
calculated in initializing confirming amount of equity securities or debt securities.
The equity investments other than the long-term equity through combination shall be
initially measured by cost. The cost shall be recognized to the difference in the way
of acquisition of long-term equity investment. Theses ways include the cash
purchase price the Group actually paid, the fair value of equity security issued by the
Group, value specified in the investment contract or agreement, the fair value or
carrying value of the asset out in the transaction of non-monetary asset exchanges,
and the fair value of the long-term equity investment. Other direct cost, tax and
necessary expenses related to the acquisition of long-term equity investment are
recognized in investment cost.
（2）Subsequent measurement
Cost method shall be adopted in a long-term equity investment where the investing
enterprise does not have common control or significant influence over the investee,
the investment is not quoted in an active market and its fair value cannot be
measured reliably. Where an investing enterprise can exercise common control or
significant influence over the investee, a long-term investment shall be accounted
for using the equity method. When an investing enterprise can no longer exercise
joint control or common control nor significant influence over the investee, and its
fair value cannot be measured reliably, a long-term investment shall be counted as
financial asset ready-for trade.
A long-term equity investment where cost method is adopted in the Companys
financial statements can exercise controls over the investee.
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① Cost method of accounting for long-term equity investments
Under the cost method, a long-term equity investment is measured at initial
investment cost. Except for cash dividends or profits declared but not yet paid that
are included in the price or consideration actually paid upon acquisition of the
long-term equity investment, investment income is recognized in the period in
accordance with the attributable share of cash dividends or profit distributions
declared by the investee.
② Equity method of accounting for long-term equity investments
Where the initial investment cost of a long-term equity investment exceeds the
investing enterprises interest in the fair values of the investees identifiable net
assets at the time of acquisition, no adjustment shall be made to the initial
investment cost. Where the initial investment cost of a long-term equity investment is
less than the investing enterprises interest in the fair values of investees identifiable
net assets at the time of acquisition, the difference shall be charged to profit or loss
for the current period, and the cost of the long-term equity investment shall adjusted
accordingly.
Under the equity method, the Group recognizes its share of the net profit or loss of
the investee for the period as investment income or loss for the period. The Group
recognizes it share of the investees net profit or loss based on the fair value of the
investees individual separately indentible assets etc. at the acquisition date after
making appropriate adjustments to confirm with the Groups accounting policies and
accounting period. Unrealized profits or losses resulting from the Groups
transactions with its associates and joint ventures are recognized as investment
income or loss to the extent that those attributable to the Groups equity interest are
eliminated. However, unrealized losses resulting from the Groups transactions with
its investees on the transferred assets, in accordance with "Accounting Standards
for Enterprises No. 8 - Impairment of Assets", are not eliminated. Changes in owners
equity of the investee other than net profit or loss are correspondingly adjusted to
the carrying amount of the long-term equity investment, and recognized as other
compressive income which is included in the capital reserve.
When the investee is recognized net losses, reduce the carrying value of long-term
equity investments and long-term equity of net investment (in substance) in investee
to zero. In addition, the Group has the obligations on additional losses, then the
expected obligation as estimated liabilities and included in the current investment
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losses. Where the net profit from investee units, restoration confirm the amount of
revenue sharing after offset the amount of unrecognized loss sharing.
For long-term equity investments in associates and joint ventures which had been
held by the Group before its first time adoption of Accounting Standards for Business
Enterprises in 01-01-2007, where the initial investment cost of a long-term equity
investment exceeds the Groups interest in the investees net assets at the time of
acquisition, the excess is amortized and is recognized in profit or loss on a straight
line basis over the original remaining life.
③ Acquisition of minority interest
The difference between newly increased equity investment due to acquisition of
minority interests and portion of net asset cumulatively calculated from the
acquisition date is adjusted as capital reserve. If the capital reserve is not sufficient
to absorb the difference, the excess are adjusted against returned earnings.
④ Disposal of long-term equity investment
Where the parent company disposes long-term investment in a subsidiary without a
change in control, the difference in the net asset between the amount of disposed
long-term investment and the amount of the consideration paid or received is
adjusted to the owners equity. If the disposal of long-term investment in a subsidiary
involves loss of control over the subsidiary, the related accounting policies in Note
4.5 applies.
(3) The accounting methods described at consolidated financial statements
On disposal of a long-term equity investment, the difference between the proceeds
actually received and receivable and the carrying amount is recognized in profit or
loss for the period.
For along-term equity investment accounted for using the equity method, the
amount included in the owners equity attributable to the percentage interest
disposed is transferred to profit or loss for the period.
For any retained interest, it shall be subsequently measured according to the related
accounting policies in regard of long-term equity investments or financial assets as
described above if its carrying amount is recognized as long-term equity
investments or other related financial assets. Retroactive adjustment is made on the
basis of relevant policies if the retained interests are settled from cost method to
equity method.
Recognition of investee under common control or significant influence
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Control is the power to govern the financial and operating policies of an enterprise
so as to obtain benefits from its operating activities. Common control is the
contractually agreed sharing of control over an economic activity, and exists only
when the strategic financial and operating decisions relating to the activity require
the unanimous consent of the parties sharing control. Significant influence is the
power to participate in the financial and operating policy decisions of the investee
but is not control or joint control over those policies. When determining whether an
investing enterprise is able to exercise control or significant influence over an
investee, the effect of potential voting rights of the investee held the investing
enterprise or other parties that are currently exercisable or convertible shall be
considered.
The group would lose the power of control over subsidiaries gradually via multiple
transactions. If it is a package of transactions, then every transaction would be
treated as lose control power. The difference of disposable value and carrying
amount would be regarded as other comprehensive profits until the power is
certainly ensured that the group lost the power of control.
15、Investment properties
Investment property is property held to earn rental or for capital appreciation or both.
It includes a land use right that is leased out, a land use right held for transfer upon
capital appreciation, and a building that is leased out.
The investment properties shall be initially measured in light of their cost when
getting it and make a follow-up measurement to the investment real estate through
the cost pattern on the date of the balance sheet. The test method of depreciation or
impairment of the buildings is the same as fixed assets, the test method of
depreciation or impairment of the land use rights is the same as intangible assets.
The details of assess method and impairment provision for investment properties
are in Note4.20 “Impairment of non-current non-financial assets”.
Where an investment property is disposed or no longer in use permanently and no
economic benefits shall be obtained from the disposal, derecognized the investment
property. The income from sale, transfer or disposal of the investment property is
recorded in the profit or loss after deduction of its carrying amount and related tax.
16、Fixed assets
（1）The conditions of recognition
Fixed assets refers to the tangible assets that are held for the sake of producing
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commodities, rendering labor service, renting or business management and their
useful life is in excess of one fiscal year.
（2）The method for depreciation
Fixed assets are stated at cost and consider the impact of expected costs of
abandoning the initial measurement. From the following month of state of intended
use, the straight-line method is used for different categories of fixed assets to take
depreciation. The recognition of the classification, useful life and estimated residual
rate are as follows:
Category Expected useful life Estimated residual value（%） Depreciation（%）
Building & construction 35 3 2.77
Machines & equipments 12 3 8.08
Vehicles 7 3 13.86
Electronic appliances 7 3 13.86
Office and other equipment 7 3 13.86
Private housing renovation costs 10 0 10.00
Expected net residual value of fixed assets is the balance of the Group currently
obtained from the disposal of the asset less the estimated costs of disposal amount,
assuming the asset is out of useful life and state the expected service life in the end.
（3） Measurement and recognition of fixed assets
Impairment and provisions of fixed assets are disclosed on Note 4.17 “Impairment of
non-current non-financial assets”.
（4）Others
A fixed asset is recognized only when the economic benefits associated with the
asset will probably flow to the Company and the cost of the asset can be measured
reliably. Subsequent expenditure incurred for a fixed asset that meet the recognition
criteria shall be included in the cost of the fixed asset, and the carrying amount of the
component of the fixed asset that is replaced shall be derecognized. Otherwise,
such expenditure shall be recognized in profit or loss in the period in which they are
incurred.
The revenue from selling or transferring, or disposing a fixed asset is booked into
profit and loss after deduction of carrying value and related tax.
The Group conducts a review of useful life, expected net realizable value and
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depreciation methods of the fixed asset at least on an annual base. Any change is
regarded as change in accounting estimates.
17、Construction in progress
Construction in progress is measured at its actual cost. The actual costs include
various construction expenditures during the construction period and other relevant
costs. Construction in progress is transferred to a fixed asset when it is ready for
intended use.
Testing method for provision impairment of construction in progress and accrued
method for provision impairment please refer to Note 4.17 Impairment of
non-current financial assets.
18、Borrowing costs
The borrowing costs shall include interests on borrowings, amortization of discounts
or premiums on borrowings, ancillary expenses, and exchange balance on foreign
currency borrowings. Where the borrowing costs incurred to an enterprise can be
directly attributable to the acquisition and construction or production of assets
eligible for capitalization, it shall be capitalized and recorded into the costs of
relevant assets. Other borrowing costs shall be recognized as expenses on the
basis of the actual amount incurred, and shall be recorded into the current profits
and losses.
Where funds are borrowed for a specific-purpose, the amount of interest to be
capitalized is the actual interest expense incurred on that borrowing for the period
less any bank interest earned from depositing the borrowed funds before being used
on the asset or any investment income on the temporary investment of those funds.
Where funds are borrowed for a general-purpose, the amount of interest to be
capitalized on such borrowings is determined by applying a weighted average
interest rate to the weighted average of the excess amounts of accumulated
expenditure on the asset over and above the amounts of specific-purpose
borrowings. During the capitalization period, exchange differences related to a
specific-purpose borrowing denominating in foreign currency are all capitalized.
Exchange differences in connection with general-purpose borrowings are
recognized in profit or loss in the period in which they are incurred.
Assets qualified for capitalization are the fixed assets, investment properties or
inventories which need a long time of construction or production activities before
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ready for intended used or sale. Capitalization of borrowing costs is suspended
during periods in which the acquisition, construction or production of a qualifying
asset is interrupted by activities other than those necessary to prepare the asset for
its intended use or sale, when the interruption is for a continuous period of more
than 3 months. Borrowing costs incurred during these periods recognized as an
expense for the current period until the acquisition, construction or production is
resumed.
19、Intangible assets
（1）Recognition and calculation of intangible asset
The term “intangible asset” refers to the identifiable non-monetary assets without
physical shape, possessed or controlled by enterprises.
The intangible assets are initially measured by its cost. Expenses related to
intangible assets, if the economic benefits related to intangible assets are likely to
flow into the enterprise and the cost of intangible assets can be measured reliably,
shall be recorded as cost of intangible assets. The expenses other than this shall be
booked in the profit or loss when they occur.
Land use rights that are purchased by the Group are accounted for as intangible
assets. Buildings, such as plants that are developed and constructed by the Group,
and relevant land use rights and buildings, are accounted for as intangible assets
and fixed assets, respectively. Payments for the land and buildings purchased are
allocated between the land use rights and the buildings; if they cannot be reasonably
allocated all of the land use rights and buildings are accounted for as fixed assets.
When an intangible asset with a definite useful life is available for use, its original
cost is amortized over its estimated useful life using the straight-line method. An
intangible asset with an indefinite useful life is not amortized.
For an intangible asset with a definite useful life, the Group reviews the useful
life and amortization method at the end of the period, and makes adjustment when
necessary. An additional review is also carried out for useful life of the intangible
assets with indefinite useful life. If there is evidence showing the foreseeable limit
period of economic benefits generated to the enterprise by the intangible assets,
then estimate its useful life and amortize according to the policy of intangible assets
with definite useful life.
（2）Research and Development expenditures
The expenditures of the internal research could be divided into two phrases: a
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research phrase and a development phrase.
The expenditures happened during research phrase should be regarded as the
current profit and loss.In the research phase of an internal project, an entity cannot
demonstrate that an intangible asset exists that will generate probable future
economic benefits. Therefore, this expenditure is recognised as an expense when it
is incurred.
An intangible asset arising from development (or from the development phase of an
internal project) shall be recognised if, and only if, an entity can demonstrate all of
the following:
(a) the technical feasibility of completing the intangible asset so that it will be
available for use or sale;
(b) its intention to complete the intangible asset and use or sell it;
(c) how the intangible asset will generate probable future economic benefits. Among
other things, the entity can demonstrate the existence of a market for the output of
the intangible asset or the intangible asset itself or, if it is to be used internally, the
usefulness of the intangible asset;
(d) the availability of adequate technical, financial and other resources to complete
the development and to use or sell the intangible asset;
(e) its ability to measure reliably the expenditure attributable to the intangible asset
during its development.
（ 3 ） Methods of impairment assessment and determining the provision for
impairment losses of intangible assets
Testing method for provision impairment of intangible assets and accrued method
for provision impairment please refer to Note 4.20 Impairment of non-current
financial assets.
20、Long-term prepaid expenses
Long-term prepaid expenses represent expenses incurred that should be borne and
amortized over the current and subsequent period together of more than one year.
Long-term prepaid expenses are amortized by using straight line method.
21、Long-term assets impairment
On each balance sheet date, the Group will make judgments to determine whether
there are signs for impairment to the fixed assets ,construction in progress, definite
intangible assets, investment properties& equity investment in subsidiaries& joint
ventures& jointly run business measured using the cost method etc. non-current and
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non-financial assets. If there are signs for impairment, the impairment should be
tested by estimating the recoverable amount. Goodwill, indefinite intangible assets
and intangible assets having not reached the usable condition, should be yearly
tested for impairment no matter whether there are signs for impairment.
The result of impairment test demonstrates that the recoverable amount is less than
its carrying amount, the difference will be recorded as provision for impairment and
debited as impairment loss. The recoverable amount equals to the greater of 1)fair
value less disposal expenses and 2) present value of the predicted future cash
flows.
The fair value of the assets is determined by the sale contract price of fair trade;
When there are no sale contracts but exist active market ,the fair value will be
determined with the quotation from the buyer; When there exist neither sale
contracts nor active market, the assets fair value will be determined by the best
information available.
The disposal expenses include the legal expenses, related taxes, delivery fees and
other direct fees incurred for making the assets reach the salable condition. The
present value of the predicted future cash flows is calculated according to the
predicted future cash flows generated from the continuous use of the assets and
final disposal discounted with the applicable discounted rate. The provision for
impairment test should be recognized based on the individual asset. If it is hard to
estimate the recoverable amount to individual asset, the recoverable amount of the
assets group of which the individual assets are included should be determined.
Assets group is the smallest unit that can independently generate the cash inflow.
For the goodwill separately displayed on the financial statement, when making the
impairment test, the carry value of the goodwill should be allocated to assets group
or the group of assets group predicted to be benefit from the synergistic effect from
the enterprises combination. When the rest result shows that the recoverable of the
assets group or the group of assets group having been allocated with the relevant
goodwill is less than the carrying amount, the related impairment loss should be
recognized. The impairment losses will firstly reduce the book value of the goodwill
allocated and then reduce the book value of each asset of the assets group or the
group of assets group according to the percentage of each asset to the assets group
or the group of assets group beside the goodwill.
The impairment loss of the above assets would not be reversed back once they are
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recognized.
22.Employee benefits
Employee benefits payable shall be recognized as liabilities in the accounting
periods during which the employees provide services to the Group. They are all
forms of consideration given by an entity in exchange for service rendered by
employees or for the termination of employment: short-term employee,
post-employment benefits and other long-term employee benefits.
Short-term employee benefits include items such as the following, if expected to be
settled wholly before twelve months after the end of the annual reporting period in
which the employees render the related services:
(a) wages, salaries and social security contributions;
(b) paid annual leave and paid sick leave;
(c) profit-sharing and bonuses; and
(d) non-monetary benefits (such as medical care, housing, cars and free or
subsidised goods or services) for current employees.
Post-employment benefits include items such as the following:
(a) retirement benefits (eg pensions and lump sum payments on retirement); and
(b) other post-employment benefits, such as post-employment life insurance and
post-employment medical care.
In the event that the Group terminates the employment relationship with employees
unilaterally before the end of the employment contracts, or offers to compensate the
employees in order to encourage them to accept voluntary redundancy, if the
Company has formally formulated plans for termination of the employment
relationship or offer for voluntary redundancy, and the plans will be implemented
shortly afterwards, compensations for redundancy shall be recognized as estimated
liabilities and charged to profit or loss for the current period.
The plan for early retirement of employees shall be treated in the same way as the
above compensations for redundancy. The salaries and social insurance premiums
paid by the Company to employees subject to early retirement during the period
from termination of service provision to normal retirement shall be recognized as
estimated liabilities and charged to profit or loss for the current period
(compensations for redundancy).
23.Accrued liabilities
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Accrued liabilities (or Provisions) are recognized when following obligations related
to a contingency are satisfied simultaneously. They are (a) such obligation is the
present obligation of the Group, (b)it is probable that an outflow of economic benefits
will be required to settle the obligation, and (c) the amount of the obligation can be
measured reliably.
The amount recognized as a provision is the best estimate of the consideration
required to settle the present obligation at the balance sheet date, taking into
account factors pertaining to a contingency such as risks, uncertainties and time
value of money.
Where all or some of the expenditure required to settle a provision is expected to be
reimbursed by a third party, the reimbursement is recognized as a separate asset
only when it is virtually certain that reimbursement will be received, and the amount
of reimbursement recognized does not exceed the carrying amount of the provision.
(1) Onerous contracts
An onerous contract is a contract in which the unavoidable costs of meeting the
obligations under the contract exceed the economic benefits expected to be
received under it. The exceeding part over the assets in the contract shall be
recognized as a provision when an executor contract becomes an onerous contract
and the obligation arising under the onerous contract satisfies the requirements of
provisions.
(2) Restructuring Obligation
The amount of a restructuring provision shall be recognized by the total direct
expenditures arising from the restructuring when the enterprise has a detailed,
formal plan for the restructuring, and a public announcement of the plan has
been made for restructuring and above requirements for the provision mentioned
above are satisfied.
[For the restructuring obligation carried for the portion of business for sale, the
obligation related to the restructuring can only be recognized when the Group has
committed for the sales of portion of the business (signing the selling agreement
with termination)]
24. Revenue
（1）Revenue from sales of goods
The Group has transferred to the buyer the significant risks and rewards of
ownership of the goods; the Group retains neither continuing managerial
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involvement to the degree usually associated with ownership nor effective control
over the goods sold; the associated costs incurred or to be incurred can be
measured reliably.
The group sales vehicles as the main transaction, so sales revenue should be
ascertained after ensuring accept cash or the right to collect cash or cash
equivalents.
（2）Revenue from services
When the outcome of a transaction involving the rendering of services can be
estimated reliably at the balance sheet date, revenue associated with the
transaction is recognized using the percentage of completion method, or otherwise,
the revenue is recognized to the extent of costs incurred that are expected to be
recoverable. The stage of completion of a transaction for rendering services is
determined based on [survey of work performed / services performed to the date of
as a percentage of total services to be performed / the proportion that costs incurred
to date bear to the estimated total costs of the transaction]
The outcome of a transaction involving rendering of services can be estimated
reliably when all of the following conditions are satisfied:
1) the amount of revenue can be measured reliably;
2) it is probable that the associated economic benefits will flow to the Group;
3) the stage of completion of the transaction can be measured reliably;
4) the costs incurred and to be incurred for the transaction can be measured
reliably.
If the outcome of a transaction involving rendering of services cannot be estimated
reliably, the revenue is recognized by the cost incurred and estimated compensation,
and the actual cost is booked into profit and loss. No revenue is recognized if the
cost incurred cannot be recovered.
For contract or agreement entered between the Group and other enterprises with
sales of goods and rendering services, if part of goods selling and the part of
rendering service can be separated and measured individually, they are settled
separately. If the part of goods selling and the part of rendering service cannot be
separated or they can be separated but cannot be measured individually, the parts
in the contract shall be treated as goods of selling.
（3）Revenue from royalty revenue
According to the contract or agreement, the revenue is recognized on an accrual
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basis.
（4）Revenue from interests
The amount of interest revenue should be measured and confirmed in accordance
with the length of time for which the enterprise's cash is used by others and the
actual interest rate.
25. Government Grants
Government grants are transfer of monetary assets and non-monetary assets from
the government to the Group at no consideration, excluding the capital invested by
the government as equity owner. Government grant can be classified as grant
related to the assets and grants related to the income.
If a government grant is in the form of a transfer of a monetary asset, it is measured
at the amount received or receivable. If a government grant is in the form of a
non-monetary asset, it is measured at fair value. If the fair value cannot be reliably
determined, it is measured at a nominal amount. A government grant measured at a
nominal amount is recognized immediately in profit or loss for the period.
A government grant related to an asset is recognized as deferred income, and
evenly amortized to profit or loss over the useful life of the related asset. For a
government grant related to income, if the grant is a compensation for related
expenses or losses to be incurred in subsequent period, the grant is recognized as
deferred income, and recognized in profit or loss over the periods in which the
related costs are recognized. If the grant is a compensation for related expenses or
losses already incurred, the grant is recognized immediately in profit or loss for the
period.
For repayment of a government grant already recognized, if there is a related
deferred income, the repayment is offset against the carrying amount of the deferred
income, and any excess is recognized in profit or loss for the period. If there is no
related deferred income, the repayment is recognized immediately in profit or loss
for the period.
26. Deferred income tax assets and deferred income tax liabilities
At the balance sheet date, deferred tax assets and liabilities are measured at the tax
rates that are expected to apply to the period when the asset is realized or the
liability is settled, according to the requirements of tax laws. The measurement of
deferred tax assets and deferred tax liabilities reflects the tax consequences that
would follow from the manner in which the Group expects at the balance sheet date,
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to recover the assets or settle the liabilities.
For temporary differences between the carrying amount of certain assets or liabilities
and their tax base, or between the nil carrying amount of those items that are not
recognized as assets or liabilities and their tax base that can be determined
according to tax laws, deferred tax assets and liabilities are recognized using the
balance sheet liability method.
For temporary differences associated with the initial recognition of goodwill and the
initial recognition of an asset or liability arising from a transaction (not a business
combination) that affects neither the accounting profit nor taxable profits (or
deductible losses) at the time of transaction, no deferred tax asset or liability is
recognized.
For taxable temporary differences associated with investments in subsidiaries and
associates, and interests in joint ventures, no deferred income tax liability related is
recognized except where the Group is able to control the timing of reversal of the
temporary difference and it is probable that the temporary difference will not reverse
in the foreseeable future.
All deferred income tax liabilities arising from taxable temporary differences except
the ones mentioned above are recognized.
For temporary deductible differences associated with the initial recognition of an
asset or liability arising from a transaction (not a business combination) that affects
neither the accounting profit nor taxable profits (or deductible losses) at the time of
transaction, no deferred tax asset is recognized.
For taxable temporary deductible differences associated with investments in
subsidiaries and associates, and interests in joint ventures, no deferred income tax
asset related is recognized if it is impossible to reversal the temporary difference in
the foreseeable future, or it is not probable to obtain taxable income which can be
used for the deduction of the temporary difference in the future.
Except mentioned above, the Group recognizes other deferred income tax assets
that can deduct temporary differences to the extent that it is probable that taxable
profits will be available against which the deductible temporary differences can be
utilized.
For the deductible losses and tax credit that can be carried forward, deferred tax
assets for deductible temporary differences are recognized to the extent that it is
probable that taxable profits will be available against which the deductible temporary
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differences can be utilized.
At the balance sheet date, deferred tax assets and liabilities are measured at the tax
rates according to tax lawsthat are expected to apply in the period in which the asset
is realized or the liability is settled.
At the balance sheet date, the Group reviews the carrying amount of deferred tax
assets. If it is no longer probable that sufficient taxable profit will be available in
future periods to allow the benefits of the deferred tax assets to be used, the Group
reduces the carrying amount of deferred tax assets. The amount of such reduction is
reversed when it becomes probable that sufficient taxable profit will be available.
27. Leases
(1) Operating Lease
①The Group as Lessee under Operating Lease
Lease payments under an operating lease are recognized by a lessee on a
straight-line basis over the lease term, and either included in the cost of the related
asset or charged to profit or loss for the current period. The contingent rents shall be
recorded in the profit or loss of the period in which they actually arise.
②The Group as Leaser under Operating Lease
Lease income from operating leases shall be recognized by the leaser in profit or
loss on a straight-line basis over the lease term. Initial direct cost of significance in
amount shall be capitalized when incurred. If another basis is more systematic and
rational, that basis may be used. Contingent rents are credited to profit or loss in the
period in which they actually arise.
(2)Financing Lease
①The Group as Lessee under Operating Lease
For an asset that is held under a finance lease, at the lease commencement, the
leased asset is recorded at the lower of its fair value at the lease commencement
and the present value of the minimum lease payments, and the minimum lease
payment is recorded as the carrying amount of the long-term payables; the
difference between the recorded amount of the leased asset and the recorded
amount of the payable is accounted for as unrecognized finance charge, Initial direct
costs incurred by the lessee during the process of negotiating and securing the
lease agreement shall be added to the amount recognized for the leased asset.
The net amount of minimum lease payment deducted by the unrecognized finance
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shall be separated into long-term liabilities and long-term liability within one year for
presentation.
Unrecognized finance charge shall be computed by the effective interest method
during the lease term. Contingent rent shall be booked into profit or loss when
actually incurred.
②The Group as Leaser under Operating Lease
For an asset that is leased out under a finance lease, the aggregate of the minimum
lease receipts at the inception of the lease and the initial direct costs is recorded as
a finance lease receivable, and unguaranteed residual value is recorded at the same
time; the difference between the aggregate of the minimum lease receipt, initial
direct costs, and unguaranteed residual value, and the aggregate of their present
values, is recognized as unearned finance income, which is amortized using the
effective interest rate method over each period during the lease term.
Finance lease receivable less unearned finance income shall be separated into
long-term liabilities and long-term liability within one year for presentation.
Unearned finance income shall be computed by the effective interest method during
the lease term. Contingent rent shall be credited into profit or loss in which actually
incurred.
28. Material accounting judgments and accounting estimations
Because of the inherent uncertainties of the operating activities, the Group needs to
make judgments, estimations and assumptions to the financial statement items
whose carrying amount cannot be accurately measured. Those judgments,
estimations and assumptions are made based on the managements historical
experience and taking other relevant factors into account. Those judgments,
estimations and assumptions would influence the reported amount of revenue,
expense, asset and liability and disclosure of the contingency liability on the balance
sheet date. However, the actual result caused by the uncertainty of these
estimations may be different with the present estimation made by the management,
which may cause significant adjustments to the carrying amount of the influenced
assets and liabilities in the future.
The Group are making periodical review on the judgments, estimations and
assumptions mentioned above based on the premise of going concern. For the
changes of estimations that only influence the current period, the influenced amount
will be recognized in the current period. For the changes of estimations that not only
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influence the current period ,but also affect the future periods, the influenced amount
will be recognized in the current period and future period.
As of the balance sheet date, the material areas that need to be judged ,estimated
and assumed are listed below:
（1） The classification of lease
The lease are classified into operating lease and finance lease, according to the
“Accounting Standards for Business Enterprise No.21-Lease” .When making the
classification, the management need to make analysis and judgment about whether
all risk and reward related with the ownership of assets leased out have been
substantially transferred to the lessee or not ,or whether all risk and reward related
with the ownership of the assets leased have substantially assumed by the Group.
（2） The provision for allowance for bad debt
The Group applies the allowance method to estimate the bad debt, according to the
policy of accounts receivable. The impairment of accounts receivable is based on
the evaluation of accounts receivables possibility of collection. The difference
between the actual result and the original estimation would influence the accounts
receivables carrying value and cause the balance of allowance for bad debt to
increase or reverse back during the period when the estimation is changed.
（3） Provision for inventory
According to inventory accounting policy, the ending inventory is measured by the
lower of cost and net realizable value. When the cost is greater than the net
realizable value and the obsolete and unsalable inventory, the inventory falling price
reserve shall be withdrawn. Reduce the inventory to the net realizable value is
based on the evaluation the salable of the inventory and its net realizable value.
Estimates of net realizable value are based on the most reliable evidence available
at the time the estimates are made and take into consideration the purpose for which
the inventory is held and the influences of events occurring after the balance sheet
date. The difference between the actual result and original estimation will influence
the carrying amount of the inventory and cause the provision for inventory to
increase or reverse back during the period when the estimation is changed.
（4） The fair value of financial instrument
For the financial instrument lacking active trading market, the Group will use several
valuation methods to make sure the fair value. The methods include the model to
analyze the discounted cash flow etc. The Group will evaluate the following aspects,
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such as the future cash flow, credit risk, market volatility and the relativity etc. and
then choose the applicable discounted rate, when making the evaluation. There are
uncertainties for the relevant assumptions whose changes will influence the fair
value of financial instrument.
（5） Provision for non-financial and non-current assets
The Group will make judgment on the non-current assets beside the financial assets
about whether there are signs for impairment on the balance sheet date. For the
intangible assets whose life is uncertain, when there are signs for impairment, it
should be tested for impairment, beside the yearly impairment test. Other
non-current assets beside the financial statement, when there are signs indicating
that the carrying value are unrecoverable, it should be tested for impairment.
When the carrying value of the asset or asset group is greater than the recoverable
amount (i.e., the net value of fair value less the cost of disposal and present value of
the predicted future cash flow whichever is higher), it indicates impairment.
The net value of fair value less the cost of disposal, is referred to the agreed sale
price of similar assets under fair trade or the observable market price, less the
incremental cost directly related with the disposal of the assets.
The Group need to make significant judgment to the output of assets (or assets
group), sale price, relevant operating cost and the discounted rate when estimating
the present value of future cash flows. The Group will make use of any relevant
material available when estimating the recoverable amount , including the
prediction of the output, sale price and relevant operating cost according to
reasonable and supportable assumptions.
The Group will test the goodwill for impairment at least once a year, which requires
to estimate the present value of the future cash flows of the assets and assets group
allocated with the goodwill . When estimating the present value to the future cash
flow, the Group need to estimate the cash flows generating from the assets and
assets group, and choose the applicable discount rate to determine the present
value.
（6） Depreciation and amortization
The Group use the straight-line method to depreciate and amortize the investment
real estate, fixed assets and intangible assets within the useful life after taking into
the consideration of the residual value. By the way, the amount of depreciation and
amortization during the report period are determined. The useful life is determined
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
based on past experience and the predicted technical changes of similar assets. If
there are significant changes of previous estimations, the depreciation and
amortization would be adjusted in the future periods.
（7） Deferred tax asset
To the degree that there are sufficient taxable profit to make up the deductible
losses, the Group will recognize the deferred tax assets for the un-used deductible
losses. It requires the management to apply massive judgments to estimate the time
and amount the taxable profits will generate in the future period combining with the
strategic of tax planning to determine the amount of deferred tax asset.
（8） Income tax
There are some uncertainties for some trades ultimate tax treatment and calculation.
Some items need the determination from the tax authorities about whether they are
deductible before tax or not. If the ultimate tax determination are different with the
originally estimated amount, the difference will influence the current period income
tax and the deferred income tax when the tax determination are finally made.
29. Changes in major accounting policies and accounting estimates
(1) Changes of accounting policies
There were no changes of accounting policies.
(2)Changes of accounting estimates
There were no changes of main accounting estimations during this period.
Ⅴ、 Principal Taxes Applied
Taxes and their rates
Category Taxable basis Tax rate
Value added tax (―VAT‖) Goods sales income, taxi operating income 17% & 3%
Proceeds from sales of properties, leasing income,
Business tax 5%
property management income
Business tax Construction, installation income 3%
Construction tax Turnover tax 7%
Educationsurcharge(Local
Turnover tax 5%
Educationsurcharge)
Income tax Income tax payable 25% & 16.5%
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
*The applied rate in the group is 25% except Shenzhen Xinyongtong Dongxiao
Automobile Inspection Equipment Co., Ltd.
Ⅵ、 Notes to the Consolidated Financial Statements
Unless specified, the items of the Opening in the followings (including the notes to
the Company financial statements) refers to the date of January 1, 2015, the Closing
refers to the December 31, 2015.
1、 Monetary assets
Items Closing balance Opening balance
Cash on hand 75,003.23 84,813.57
Cash in bank 159,109,707.70 79,960,856.08
Other monetary funds
Total 159,184,710.93 80,045,669.65
Up to December 31st, 2015, the Company buy 3 months structural deposits in China
Everbright Bank worth RMB 60,000,000.00 which the ownership is limited.
2、Accounts receivables
(1) Accounts receivable by categories
Closing balance
Items Book balance Bad debt provision Carrying
Amount (%) Amount (%) amount
Accounts receivable of which provision for bad debts
22,512,414.52 45.61 22,512,414.52 100.00
is of individually significant
The aging analysis of the receivables that are
562,051.31 1.14 562,051.31
grouped and impaired
Accounts receivable of which provision for bad debts
26,282,070.64 53.25 26,282,070.64 100.00
is of individually insignificant
Total 49,356,536.47 100.00 48,794,485.16 98.86 562,051.31
（continued）
Opening balance
Items
Book balance Bad debt provision Carrying
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Amount (%) Amount (%) amount
Accounts receivable of which provision for bad debts
22,512,414.52 45.65 22,512,414.52 100.00
is of individually significant
The aging analysis of the receivables that are
2,137,058.59 4.33 763,800.70 35.74 1,373,257.89
grouped and impaired
Accounts receivable of which provision for bad debts
24,674,068.64 50.02 24,674,068.64 100.00
is of individually insignificant
Total 49,323,541.75 100.00 47,950,283.86 97.22 1,373,257.89
① Accounts receivables which has a significant closing balance to prepare
bad-debt
Closing balance
Accounts receivables Bad debt
Carrying amount Ratio % Reason
provision
Shenzhen Jinlu Trading Co.,Ltd. 9,846,607.00 9,846,607.00 100.00 Uncertainly withdraw
Guangdong Zhanjiang Sanxing Automobile
4,060,329.44 4,060,329.44 100.00 The aging is too long to collect
Co.,Ltd
Changlong WANG 2,380,760.40 2,380,760.40 100.00 The aging is too long to collect
Huizhou Jiandacheng Co.,Ltd. 2,021,657.70 2,021,657.70 100.00 It is hardly to collect
Jiangling Automobile Factory 1,191,059.98 1,191,059.98 100.00 The aging is too long to collect
Yangjiang Automobile Trading Co.,Ltd. 1,150,000.00 1,150,000.00 100.00 The aging is too long to collect
Guangdong Province Commodity Group 1,862,000.00 1,862,000.00 100.00 The aging is too long to collect
Total amount 22,512,414.52 22,512,414.52 100.00
② Bad debt provision by aging
Closing balance
Aging
Carrying amount Bad debt provision Ratio（%）
Within 1 year 562,051.31
Total 562,051.31
(2) Bad-debt collected in 2015
The bad-debt in 2015 is RMB 844,201.30 without collecting.
(3) Top 5 entities with the largest balances of accounts receivable
Name of entities Relationship with the Amount Age Proportion of the amount to
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Group the total AR (%)
Shenzhen Jinlu Trading Co.,Ltd. Un-related party 9,846,607.00 Over 3year 19.95
Guangdong Zhanjiang Sanxing Antomobile
Un-related party 4,060,329.44 Over 3year 8.23
Co.,Ltd
Changlong WANG Un-related party 2,380,760.40 Over 3year 4.82
Huizhou Jianda Bridge Engineering Co.,Ltd Un-related party 2,021,657.70 Over 3year 4.10
Guangdong Province Commodity Group Un-related party 1,862,000.00 Over 3year 3.77
Total 20,171,354.54 40.87
(4) Accountreceivables from which the financial instruments had been transferred
There is no situation happened in 2015 under this condition.
(5) The value of transferred accounts receivables changed into asset or liabilities
There is no situation happened in 2015 under this condition.
3、Prepayments
(1) Aging analysis
Closing balance Opening balance
Aging
Amount (%) Amount (%)
Within 1 year 5,751,990.04 89.11 6,384,573.51 91.45
1-2 years 126,950.00 1.97 586,865.42 8.41
2-3 years 565,865.42 8.77
Over 3 years 9,963.94 0.15 9,963.94 0.14
Total 6,454,769.40 100.00 6,981,402.87 100.00
(2) Top 5 entities with the largest balances of prepayments
The value of Top 5 entities in the closing balance is RMB 6,399,561.45 with the ratio
of 99.14 %.
4、Premiums account receivable
(1) Premiums account receivable by categories
Category Closing balance Opening balance
Structural deposits 348,833.33
Total 348,833.33
5、Other receivables
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
(1) Other receivables by categories
Closing balance
Category Carrying amount Bad debt provision Carrying
amount
Amount (%) Amount (%)
Other receivables of which provision for bad debts is
39,180,176.91 60.75 39,180,176.91 100.00
of individually significant
The aging analysis of the other receivables that are
14,673,158.28 22.75 3,545,156.39 24.16 11,128,001.89
grouped and impaired
Other receivables of which provision for bad debts is
10,643,328.95 16.50 10,643,328.95 100.00
of individually insignificant
Total 64,496,664.14 100.00 53,368,662.25 82.75 11,128,001.89
(Continued)
Opening balance
Category Carrying amount Bad debt provision Carrying
amount
Amount (%) Amount (%)
Other receivables of which provision for bad debts is
39,166,619.18 64.00 39,166,619.18 100.00
of individually significant
The aging analysis of the other receivables that are
11,354,470.45 18.55 3,449,471.01 30.38 7,904,999.44
grouped and impaired
Other receivables of which provision for bad debts is
10,675,308.95 17.45 10,675,308.95 100.00
of individually insignificant
Total 61,196,398.58 100.00 53,291,399.14 87.08 7,904,999.44
① The significant individuals in the end of year
Closing balance
Name of companies Carrying Bad debt
Ratio % Reason
amount provision
It is unexpected to collect since the
Zhongqi Huanan Automobile Sales Co.,Ltd. 9,832,956.37 9,832,956.37 100.00
company has gone
It is unexpected to collect since the
Shenzhen Nanfang Industry and Trade Co.,Ltd. 7,359,060.75 7,359,060.75 100.00
company has gone
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Closing balance
Name of companies Carrying Bad debt
Ratio % Reason
amount provision
Win the case, this company do not
Shenzhen Zhonghao (Group) Co.,Ltd. 5,000,000.00 5,000,000.00 100.00
have asset to pay.
Jinbeili Household Company 2,706,983.51 2,706,983.51 100.00 It is too long to collect
It is unexpected to collect since the
Shenzhen Xinxingtai Trading Co.,Ltd. 2,418,512.90 2,418,512.90 100.00
company has gone
Shenzhen Petrochemical Group 1,902,686.77 1,902,686.77 100.00 It is unexpected to collect
It is unexpected to collect since the
Shenzhen Tefa Huatong Casing Co.,Ltd. 1,212,373.79 1,212,373.79 100.00
company has gone
It is unexpected to collect since the
Shenzhen Jinhe Mould Co.,Ltd. 1,023,560.00 1,023,560.00 100.00
company has gone
It is unexpected to collect since the
Heyuan Dongfeng Technique Service Station 930,000.00 930,000.00 100.00
company has gone
Shenzhen Nuoer Electromechanical Co.,Ltd. 906,024.60 906,024.60 100.00 It is too long to collect
Shenzhen South Great Wall Investment Co.,Ltd. 819,460.91 819,460.91 100.00 It is uncertain to collect
It is unexpected to collect since the
Shenzhen Xiandao Chemical Materials Co.,Ltd. 660,790.09 660,790.09 100.00
company has gone
Shenzhen Baodong Real Estate Co.,Ltd. 609,773.00 609,773.00 100.00 It is too long to collect
Others 3,797,994.22 3,797,994.22 100.00 It is too long to collect
Total 39,180,176.91 39,180,176.91 100.00
② Other receivables by aging balance
Closing balance
Aging
Carrying amount Bad debt provision Ratio(%)
Within 1 year 7,073,581.75
1-2 years 82,841.64 4,142.08 5.00
2-3 years 724,510.45 144,902.09 20.00
Over 3 years 6,792,224.44 3,396,112.22 50.00
Total 14,673,158.28 3,545,156.39
(2) Situation of bad-debt in 2015
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
The value of bad-debt in 2015 is RMB 109,243.11. The bad-debt has been
written-off RMB 31,980.00 in this year.
Including：The important written-off of bad-debt in 2015
Names Amount Collecting way
Shenzhen Government Purchasing Center 20,000.00 By transfer
Shenzhen Haiguanyuan Industry Co.,Ltd. 480.00 By transfer
Shenzhen Futian Huada Stationery Trading Co. 1,500.00 By transfer
Others 10,000.00 By transfer
Total 31,980.00
(3) The classification of other receivables
Category Carrying amount of closing balance Opening balance
Related-party 4,881,267.41 4,803,420.77
Others 59,615,396.73 56,392,977.81
Total 64,496,664.14 61,196,398.58
(4) At 31 December 2015, the top five debtor of other receivable balance:
Relationship with the Bad-debt closing
Name of companies Closing balance Age Ratio(%)
company balance
Zhongqi Huanan Automobile Sales
Non-related party 9,832,956.37 Over 3 years 15.25 9,832,956.37
Co.,Ltd.
Shenzhen Nanfang Industry and Trade
Non-related party 7,359,060.75 Over 3 years 11.41 7,359,060.75
Co.,Ltd.
Shenzhen Zhonghao (Group) Co.,Ltd. Non-related party 5,000,000.00 Over 3 years 7.75 5,000,000.00
Shenzhen Kaifeng Automobile Co., Ltd. Non-related party 4,413,728.50 Over 3 years 6.84 2,206,864.25
Jinbeili Household Company Non-related party 2,706,983.51 Over 3 years 4.20 2,706,983.51
Total 29,312,729.13 45.45 27,105,864.88
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6、Inventory
(1) Categories of inventory
Closing balance
Items
Carrying amount Provision for inventories Net carrying amount
Raw materials 15,162,375.25 14,771,812.17 390,563.08
Low value consumbles 2,103.50 2,103.50
Finished products 29,943,254.48 14,184,584.45 15,758,670.03
Total 45,107,733.23 28,956,396.62 16,151,336.61
（continued）
Opening balance
Items
Carrying amount Provision for inventories Net carrying amount
Raw materials 14,887,672.70 14,771,812.17 115,860.53
Low value consumbles 4,053.49 4,053.49
Finished products 62,007,456.28 13,918,344.12 48,089,112.16
Total 76,899,182.47 28,690,156.29 48,209,026.18
(2) Inventory revaluation reserve
Increased in 2015 Decreased in 2015
Items Opening balance Closing balance
Withdraw Others Written-off Others
Raw materials 14,771,812.17 14,771,812.17
Low value consumbles
Finished products 13,918,344.12 759,921.00 493,680.67 14,184,584.45
Total 28,690,156.29 759,921.00 493,680.67 28,956,396.62
(3) Reason of the change of bad-debt
Item Withdraw reason Written-off reason Resell reason
Finished products Realizable value is lower than the cost Products been sold
7、Other current assets
Items Closing balance Opening balance
Deductible input tax 565,445.21 7,618,278.77
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Non-public issue expenses 1,350,000.00
Available-for-sale financial assets (within 1 year) 165,000,000.00
Total 165,565,445.21 8,968,278.77
8、Available-for-sale financial assets
(1) Situation of available-for-sale financial assets
Closing balance Opening balance
Items
Book value Impairment loss Net book value Book value Impairment loss Net book value
Available-for-sale 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
investments
Include ： Measured by
faie value
Measured by cost value 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)股份有限公司 2015 年年度报告全文
(2) Closing balance of available-for-sale financial assets
Carrying amount Bad debt provision
Names Ratio（%）
Opening balance Increased Decreased Closing balance Opening balance Increased Decreased Closing balance
China Pufa Machinery Industrial
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 (Moscow) 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 Industry 100,000
700,000.00 700,000.00 700,000.00 700,000.00
(Group) Co., Ltd. shares
Shenzhen Shuntian Vehicle
600,000.00 600,000.00 600,000.00 600,000.00 11.10
Technology Co.,Ltd.
Shenzhen Jinhe Mould Co.,Ltd 453,440.00 453,440.00 453,440.00 453,440.00 15.00
Shenzhen Zhongqi Training Center 600,000.00 600,000.00 600,000.00 600,000.00 6.25
Minilong 162,000.00 162,000.00 162,000.00 162,000.00 6.25
Shenzhen Bisik Transportation
302,368.57 302,368.57 7.50
Industrial Co., Ltd
Rishen International Co.,Ltd 145,800.00 145,800.00 145,800.00 145,800.00 7.50
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 年年度报告全文
(3) Changes of impairment provision on available-for-sale financial assets
Available-for-sale Available-for-sale
Items Total
equity instrument liabilities instrument
Opening balance 8,126,240.00 8,126,240.00
Withdraw in 2015
including：from comprehensive profits
Decreased in 2015
including：fair value of return back
Closing balance 8,126,240.00 8,126,240.00
9、Held-to-maturity investment
(1) Situation
Closing balance Opening balance
Item Bad debt Net book
Book value Bad debt provision Net book value Book value
provision value
National coupons 20,000.00 20,000.00 120,000.00 20,000.00 100,000.00
Total 20,000.00 20,000.00 120,000.00 20,000.00 100,000.00
10、Long-term receivables
(1) Situation
Closing balance Opening balance Discount
Items Rate
Bad debt Net book Bad debt Net book
Book value Book value
Range
provision value provision value
Other：
Long-term equity 2,179,203.68 2,179,203.68 2,179,203.68 2,179,203.68
including: Shenzhen
Tellus Automobile Services 2,179,203.68 2,179,203.68 2,179,203.68 2,179,203.68
Chain Co.,Ltd. *
total 2,179,203.68 2,179,203.68 2,179,203.68 2,179,203.68
Note：*This company is one of the joint companies, the non-operating account
receivable is actually the net investment to Shenzhen Tellus Automobile Services
Chain Co.,Ltd. At 2015 Dec. 31st, the liabilities exceeds its assets and the owners
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
equity is negtative. The book value of long-term receivables to Shenzhen Tellus
Automobile Service is zero. Considering the actual situation of this company which
had stopped operation, we have already got 100% preparation for the bad-debt.
11、Long-term equity investments
Change in 2015
Increasi-n Decreas-i
Adjustment of
Investee Opening balance g ng Investment income Other
comprehensiv-e
investme investme under equity-method changes
profits
nt nt
Ⅰ、Cooperative enterprise
Shenzhen Tellus Jimeng Investment Co.,Ltd. 59,717,642.94 82,052.79
Shenzhen Tellus Xing Investment Co.,Ltd. 9,313,071.40 645,073.44
Total 69,030,714.34 727,126.23
Ⅱ、Joint venture
Shenzhen Xing Long Mechanical Models
15,878,254.74
Co.,Ltd. *Note
Shenzhen Tellus Automobile Services Chain
Co.,Ltd.
Shenzhen Ren fu Tellus Automobiles Services
77,212,637.60 1,834,930.65
Co.,Ltd.
Shenzhen Automobile Industrial Import and
8,273,939.33 19,866.40
Export Co.,Ltd
Shenzhen Dongfeng Automobile Co., Ltd. 40,183,926.36 12,775,199.38
Shenzhen Xinyongtong Tenology Co.,Ltd 522,733.17 -35,855.01
Shenzhen Xinyongtong Pump and
127,836.59
Environmental Protection Co.,Ltd
Shenzhen Xinyongtong Consulting Service
41,556.83
Co.,Ltd.
Shenzhen Xinyongtong Automobile Service
126,503.43 -69,255.33
Co.,Ltd.
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Change in 2015
Increasi-n Decreas-i
Adjustment of
Investee Opening balance g ng Investment income Other
comprehensiv-e
investme investme under equity-method changes
profits
nt nt
Shenzhen Xinyongtong Dongxiao Automobile
Parts Sales Co.,Ltd.
Shenzhen Xinyongtong Xinda Inspection
Eqiupment Co.,Ltd
Hunan Changyang Industrial Co.,Ltd.*Note① 1,810,540.70
Shenzhen Jiecheng Electronic Co.,Ltd.*Note
3,225,000.00
①
Shenzhen Xiandao Chemical Materials
4,751,621.62
Co.,Ltd.*Note①
China Automobile Shenzhen Trading Co.,Ltd.
400,000.00
*Note①
Shenzhen General Standard Co.,Ltd.*Note① 500,000.00
Shenzhen Torch Spark Plug Industrial
17,849.20
Co.,Ltd.*Note①
Zhongqi South China Automobile Sales
2,250,000.00
Co.,Ltd. *Note①
Shenzhen Bailiyuan Power Co.,Ltd.*Note① 1,320,000.00
Shenzhen Yiming Automobile Trading Co.,Ltd.
200,001.10
*Note①
Total 156,842,400.67 14,524,886.09
Ⅲ、Others
Shenzhen Hanli Hi-technology Ceramics
1,956,000.00
Co.,Ltd.*Note *②
Nanfang Automobile Repairing Center *Note *
6,700,000.00
②
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Change in 2015
Increasi-n Decreas-i
Adjustment of
Investee Opening balance g ng Investment income Other
comprehensiv-e
investme investme under equity-method changes
profits
nt nt
Total 8,656,000.00
Total 234,529,115.01 15,252,012.32
（continued）
Change in 2015 Closing balance
Investee Declaration of cash Bad debt Closing balance for bad debt
Others
dividends or profits provision provision
Ⅰ、Cooperative enterprise
Shenzhen Tellus Jimeng Investment Co.,Ltd. 59,799,695.73
Shenzhen Tellus Xing Investment Co.,Ltd. 9,958,144.84
Total 69,757,840.57
Ⅱ、Joint venture
Shenzhen Xing Long Mechanical Models
15,878,254.74
Co.,Ltd. *Note
Shenzhen Tellus Automobile Services Chain
Co.,Ltd.
Shenzhen Ren fu Tellus Automobiles Services
6,300,000.00 72,747,568.25
Co.,Ltd.
Shenzhen Automobile Industrial Import and
8,293,805.73
Export Co.,Ltd
Shenzhen Dongfeng Automobile Co., Ltd. 52,959,125.74
Shenzhen Xinyongtong Tenology Co.,Ltd 486,878.16
Shenzhen Xinyongtong Pump and
127,836.59 127,836.59
Environmental Protection Co.,Ltd
Shenzhen Xinyongtong Consulting Service 41,556.83 41,556.83
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Change in 2015 Closing balance
Investee Declaration of cash Bad debt Closing balance for bad debt
Others
dividends or profits provision provision
Co.,Ltd.
Shenzhen Xinyongtong Automobile Service
57,248.10
Co.,Ltd.
Shenzhen Xinyongtong Dongxiao Automobile
Parts Sales Co.,Ltd.
Shenzhen Xinyongtong Xinda Inspection
Eqiupment Co.,Ltd
Hunan Changyang Industrial Co.,Ltd.*Note① 1,810,540.70 1,810,540.70
Shenzhen Jiecheng Electronic Co.,Ltd.*Note
3,225,000.00 3,225,000.00
①
Shenzhen Xiandao Chemical Materials
4,751,621.62 4,751,621.62
Co.,Ltd.*Note①
China Automobile Shenzhen Trading Co.,Ltd.
400,000.00 400,000.00
*Note①
Shenzhen General Standard Co.,Ltd.*Note① 500,000.00 500,000.00
Shenzhen Torch Spark Plug Industrial
17,849.20 17,849.20
Co.,Ltd.*Note①
Zhongqi South China Automobile Sales
2,250,000.00 2,250,000.00
Co.,Ltd. *Note①
Shenzhen Bailiyuan Power Co.,Ltd.*Note① 1,320,000.00 1,320,000.00
Shenzhen Yiming Automobile Trading Co.,Ltd.
200,001.10 200,001.10
*Note①
Total 6,300,000.00 165,067,286.76 14,644,406.04
Ⅲ、Others
Shenzhen Hanli Hi-technology Ceramics
1,956,000.00 1,956,000.00
Co.,Ltd.*Note *②
Nanfang Automobile Repairing Center *Note * 6,700,000.00 6,700,000.00
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Change in 2015 Closing balance
Investee Declaration of cash Bad debt Closing balance for bad debt
Others
dividends or profits provision provision
②
Total 8,656,000.00 8,656,000.00
Total 6,300,000.00 243,481,127.33 23,300,406.04
Note ： * ① Companies have been withdrawn, so we have already got 100%
preparation for the bad-debt.
*② Other details will be founded in Note VIII-1.
12、Real estate Investment
(1) Measured by the cost of investment in real estate
Items House, Building Total
I. Original book value
1、Opening balance 159,169,717.60 159,169,717.60
2、Increased at this period 1,700,938.91 1,700,938.91
（1）Land premium 1,700,938.91 1,700,938.91
3、Decreased at this period
（1）Disposal
4、Closing balance 160,870,656.51 160,870,656.51
II、Total accumulated depreciation and accumulated amortization
1、Opening balance 74,085,971.88 74,085,971.88
2、Increased at this period 4,684,551.15 4,684,551.15
（1）Provisionor amortization 4,684,551.15 4,684,551.15
3、Decreased at this period
（1）Disposal
4、Closing balance 78,770,523.03 78,770,523.03
III. Impairment allowance
IV.Book value
1、Closing book value 82,100,133.48 82,100,133.48
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Items House, Building Total
2、Book value at year beginning 85,083,745.72 85,083,745.72
(2) The details of real estate investment of ownership or use-right restrictionrefer to
NoteVI-4.
(3)There are no real estate investment buildings without property certicificate up to
December 31st,2015.
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13、Fixed assets
(1) List of fixed assets
Transportation Office equipment and Self-owned housing
Items House and buildings Machinery equipment Electronic equipment Total
equipment others decoration
I.Original book value
1、Opening balance 271,582,729.60 20,203,188.64 6,232,481.81 11,566,041.28 4,179,271.23 3,056,469.95 316,820,182.51
2、Increased at this period 1,056,100.00 678,758.51 1,041,903.17 88,862.08 2,865,623.76
（1）Purchase 1,056,100.00 678,758.51 1,041,903.17 88,862.08 2,865,623.76
3、Decreased at this period 2,662,023.66 878,660.53 236,734.71 16,591.80 3,794,010.70
（1）Disposal or scrap 2,662,023.66 878,660.53 236,734.71 16,591.80 3,794,010.70
4、Closing balance 271,582,729.60 18,597,264.98 6,032,579.79 12,371,209.74 4,251,541.51 3,056,469.95 315,891,795.57
II. Accumulateddepreciation
1、Opening balance 132,881,916.51 15,965,798.06 4,147,352.29 8,917,145.97 3,716,774.85 2,765,531.04 168,394,518.72
2、Increased at this period 7,157,932.95 308,993.00 470,754.42 523,135.79 81,912.29 9,556.18 8,552,284.63
（1）Provision 7,157,932.95 308,993.00 470,754.42 523,135.79 81,912.29 9,556.18 8,552,284.63
3、Decreased at this period 2,567,216.26 343,872.55 206,440.48 3,884.40 3,121,413.69
（1）Disposal or scrap 2,567,216.26 343,872.55 206,440.48 3,884.40 3,121,413.69
4、Closing balance 140,039,849.46 13,707,574.80 4,274,234.16 9,233,841.28 3,794,802.74 2,775,087.22 173,825,389.66
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Transportation Office equipment and Self-owned housing
Items House and buildings Machinery equipment Electronic equipment Total
equipment others decoration
III. Impairment allowance
1、Opening balance 3,555,385.70 1,646,060.95 6,165.00 17,984.71 69,562.98 281,382.73 5,576,542.07
2、Increased at this period
（1）Provision
3、Decreased at this period 93,701.16 93,701.16
（1）Disposal or scrap 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、Closing book value 127,987,494.44 3,337,330.39 1,752,180.63 3,119,383.75 387,175.79 136,583,565.00
2、Opening book value 135,145,427.39 2,591,329.63 2,078,964.52 2,630,910.60 392,933.40 9,556.18 142,849,121.72
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Note：Current depreciation is RMB 8,552,284.63.There is no fixed assets transferred from
construction in progress in current period.
(2) Temporary idle fixed assets
The Company had no temporary idle fixed assets at the end of this period.
(3) Fixed assets with un-completed property certificates
Items Book Value Reasons for un-completed certificates
Shuibei Zhongtian building 1,341,371.70 Reason left over by history
Hostel at North Remin Road 5,902.41 Reason left over by history
Songquan apartment（Mix） 53,144.66 Reason left over by history
Tellus building underground park 11,558,599.16 Unable to handle real estate license
Tellus building conversion layer 2,098,184.84 Unable to handle real estate license
Warehouse of trading department 107,784.13 Reason left over by history
Warehouse 1,059,512.29 Reason left over by history
The 1st, 2nd, 3rd factory building, 3 to 5 layers 4,802,298.16 Reason left over by history
Yongtong building 45,353,768.47 Reason left over by history
The 16th apartment house, Taohua Yuan 1,987,452.24 Reason left over by history
Automobile building 20,232,217.09 Reason left over by history
Floor 1 of business housing, Baoan 1,226,027.97 Reason left over by history
Zhonghe building 5,797,159.53 Reason left over by history
Total 95,623,422.65
(4) The fixed assets with restricted ownership
Details of the fixed assets with restricted ownership refer to Note VI-46.
14、Project under construction
(1) Project under construction
Closing balance Opening balance
Items Provision for Provision for
Book balance Book value Book balance Book value
devaluation devaluation
Shuibei Jewelry Building 279,056,650.35 279,056,650.35 122,551,469.97 122,551,469.97
Total 279,056,650.35 279,056,650.35 122,551,469.97 122,551,469.97
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(2) Changes of significant construction in progress
Increase atthis Transferred to fixed Other
Name Budget Opening balance Closing balance
period assets decrease
Shuibei Jewelry Building 41364 million 122,551,469.97 156,505,180.38 279,056,650.35
Total 122,551,469.97 156,505,180.38 279,056,650.35
（continued）
Rate of
Capitalization of Including：Current amount of
Name Proportion(%) Progress capitalization of Source of funds
interest capitalization of interest
interest（%）
Shuibei Jewelry
67.46% 14,125,416.86 3,120,270.97 1.58 Self-financing
Building
Total 67.46% 14,125,416.86 3,120,270.97
(3) Provision for devaluation for current year.
There is no provision for devaluation for construction in progress at the end of December
31st, 2015.
15、Intangible assets
(1) List of intangible assets
Items Land use right Trademarks Software Total
1. Original book value
1、Opening balance 54,284,923.80 95,800.00 659,685.00 55,040,408.80
2、Increased at this period 277,500.00 277,500.00
（1）Purchase 277,500.00 277,500.00
3、Decreased at thisperiod
（1）Disposal
4、Closing balance 54,284,923.80 95,800.00 937,185.00 55,317,908.80
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Items Land use right Trademarks Software Total
II. Accumulated amortization
1、Opening balance 743,629.09 49,764.95 322,780.80 1,116,174.84
2、Increased at this period 1,115,443.67 9,579.96 91,436.96 1,216,460.59
(1)Provision 1,115,443.67 9,579.96 91,436.96 1,216,460.59
3、Decreased at this period
（1）Disposal
4、Closing balance 1,859,072.76 59,344.91 414,217.76 2,332,635.43
III.Impairment allowance
IV.Book value
1. Closing book value 52,425,851.04 36,455.09 522,967.24 52,985,273.37
2. Opening book value 53,541,294.71 46,035.05 336,904.20 53,924,233.96
Note：The current year amortization is RMB 1,216,460.59.
(2) The intangible assets with restricted ownership
Details of the intangible assets with restricted ownership refer to Note VI-47.
(3) The Company had no Intangible assets with uncertain service life at the end of this
period.
16、Long term amortize expenses
Other
Items Opening balance Increase in this period Amortizedexpenses Closing balance
decrease
Renovation fee 594,606.54 1,191,767.64 287,367.94 1,499,006.24
Insurance expense of bank deposit and
311,264.47 311,264.47
loan commitment fee
Total 905,871.01 1,191,767.64 598,632.41 1,499,006.24
17、Deferred income tax assets/deferred income tax liabilities
(1) Details of the recognized deferred income tax assets
Closing balance Opening balance
Items Deductible temporary Deductible temporary Deferred income tax
Deferred income tax assets
difference difference assets
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Allowances for assets
78,579,491.60 19,644,872.90 78,585,491.56 19,646,372.90
impairment
Equity investment variance 14,844,139.32 3,711,034.83 14,844,139.31 3,711,034.83
Employee benefits
4,598,254.14 1,149,563.54
（Defined-Benefit Plan）
Unrealized Profit on
Transactions with associate 4,530,142.32 1,132,535.58 4,685,911.12 1,171,477.78
Companies
Total 97,953,773.24 24,488,443.31 102,713,796.13 25,678,449.05
(2) Details of the recognized deferred income tax liabilities
Closing balance Opening balance
Items Taxable temporary Taxable temporary Deferred income tax
Deferred income tax liabilities
differences differences liabilities
Depreciation of fixed assets 1,912,340.48 478,085.12 2,893,836.72 723,459.18
Total 1,912,340.48 478,085.12 2,893,836.72 723,459.18
(3) Details of the un-recognized deferred income tax assets
Items Closing balance Opening balance
Deductible temporary difference 102,739,875.16 90,526,640.12
Deductible loss 41,176,065.43 60,405,723.91
Total 143,915,940.59 150,932,364.03
(4) Deductible losses of the un-recognized deferred income tax asset will expire in the
following years
Year Closing balance Opening balance Remark
2015 8,294,521.87
2016 2,656,114.39 6,106,031.92
2017 1,543,641.99 8,117,981.88
2018 15,520,231.84 15,579,607.94
2019 19,656,438.96 22,307,580.30
2020 1,799,638.25
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Total 41,176,065.43 60,405,723.91
18、Other non-current assets
Items Closing balance Opening balance
Prepayments for equipments 1,800,000.00
Others 100,000.00
Total 1,900,000.00
19、Provision for asset impairment
Decreased
Items Opening balance Increased Closing balance
Reversal Resell
I.Bad debt provision 103,420,886.68 953,444.41 31,980.00 104,342,351.09
II. Provision for impairment of held-to-maturity
20,000.00 20,000.00
investments
III.Provision for decline in value of inventories 28,690,156.29 759,921.00 28,815.67 464,865.00 28,956,396.62
IV.Provision for impairment of long-term
23,258,849.21 41,556.83 23,300,406.04
investments
V.Provision for impairment of fixed assets 5,576,542.07 93,701.16 5,482,840.91
VI.Provision for impairment of available-for-sale
8,126,240.00 8,126,240.00
financial assets
Total 169,092,674.25 1,754,922.24 154,496.83 464,865.00 170,228,234.66
20、Short-term loan
(1) Categories of short-term loans
Items Closing balance Opening balance
Pledge Loan
Mortgage Loan 44,000,000.00
Loan on Guarantee 10,000,000.00
Credit Loan 20,719,672.00
Total 74,719,672.00
(2) There is no overdue short-term loans at the end of this period.
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21、Accounts payable
(1) Accounts payable
Items Closing balance Opening balance
Accounts payable 27,417,068.61 22,340,922.90
Total 27,417,068.61 22,340,922.90
(2) Significant accounts payable which aged over one year
Items Closing balance The reason for not repaid or carried forward
Shenzhen Tefa Real Estate Co.,Ltd. 6,054,855.46 Not repaid by related company
Total 6,054,855.46
22、Advance accounts
(1) Advance accounts
Aging Closing balance Opening balance
Within 1 year 10,729,385.35 9,242,967.59
1 to 2 years 34,657.64
2 to 3 years 29,881.35
Over 3 years 701,540.96 701,541.66
Total 11,460,807.66 9,979,166.89
Note：The balance of advance accountover 3 years mainly caused by the amount of the
subsidiary (Shenzhen Xinyongtong Automobile Inspection Equipment Co.,Ltd.). This
amount do not transferred to revenue as the client did not check upon delivery.
23、 Employee benefits payable
(1) Details of employee benefits payable
Items Opening balance Increase in this period Decrease in this period Closing balance
I. Short-term remuneration 16,624,460.11 62,182,534.59 60,575,469.79 18,231,524.91
II. Post-employment benefit-defined
539,724.92 8,022,081.88 7,153,592.90 1,408,213.90
benefit plans
III. Severance welfares 1,363,371.34 1,363,371.34
IV. Other benefits due within 1 year
Total 17,164,185.03 71,567,987.81 69,092,434.03 19,639,738.81
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(2) Details of short-term remuneration
Items Opening balance Increase in this period Decrease in this period Closing balance
I. Salary, bonus, allowance and subsidies 14,178,624.98 52,999,196.61 51,327,281.70 15,850,539.89
II. Employee welfare 2,174,080.39 2,174,080.39
III.Social insurance premium 10,384.19 2,448,104.39 2,448,176.32 10,312.26
Including:Medical insurance premium 9,312.71 2,161,057.30 2,161,129.23 9,240.78
Industries insurance premium 476.16 80,438.63 80,438.63 476.16
Maternity insurance premium 595.32 206,608.46 206,608.46 595.32
IV. Housing fund 2,154,037.42 2,950,523.25 2,967,568.51 2,136,992.16
V. Union expenses and employee
281,413.52 1,408,871.95 1,456,604.87 233,680.60
education expenditure
VI. Short-term paid absence
VII. Short-term profit share plan
VIII.Others 201,758.00 201,758.00
Total 16,624,460.11 62,182,534.59 60,575,469.79 18,231,524.91
(3) The details of defined contribution plans
Items Opening balance Increased in this period Decreased in this period Closing balance
I.Basic endowment insurance premium 136,412.87 6,250,802.35 6,132,776.85 254,438.37
II. Unemployment insurance premium 1,055.26 242,206.51 241,936.92 1,324.85
III. Company annuity payment 402,256.79 1,529,073.02 778,879.13 1,152,450.68
Total 539,724.92 8,022,081.88 7,153,592.90 1,408,213.90
24、Taxes and fees payable
Items Closing balance Opening balance
VAT 176,318.69 243,780.42
Corporate income tax 974,988.75 835,558.77
Enterprise income tax 1,969,038.78 1,259,693.58
Individual income tax 174,434.79 79,246.30
Urban construction and maintenance tax 159,154.08 106,786.05
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Items Closing balance Opening balance
Property tax 864,954.64 858,788.79
Land VAT 5,362,682.64 5,362,442.05
Land tax 177,330.86 172,536.12
Education surcharge 155,960.23 118,873.26
Others 29,037.80 17,387.93
Total 10,043,901.26 9,055,093.27
25、Other payables
(1) Other payables by categories
Items Closing balance Opening balance
Related parties transactions and loan、interest 135,662,323.98 65,230,936.82
Deposit、security bond 16,313,694.07 16,165,861.14
Others 41,821,768.63 33,136,283.69
Total 193,797,786.68 114,533,081.65
(2) Significant other payables which aged over one year
Items Closing balance The reason for not repaid or carried forward
Shenzhen Tefa Group Co.,Ltd. 66,810,211.32 There are no expire date setted by the holding company
Total 66,810,211.32
26、Non-current liabilities due within one year
Items Closing balance Opening balance
Long-term borrowings due within one year（NoteVI-27） 120,700,000.00
Total 120,700,000.00
27、Long-term borrowings
Items Closing balance Opening balance
Mortgaged loan 226,297,550.55
Credit loan 73,000,000.00
Less：Non-current liabilities due within one year（NoteVI-26） 120,700,000.00
Total 178,597,550.55
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28、Long-term Payables
Items Closing balance Opening balance
Employee housing deposit 3,908,848.40 3,908,848.40
Technical innovation 11,311.96 11,311.96
Dongfeng Automobile Co., Ltd. 10,052,619.31 9,737,330.58
Total 13,972,779.67 13,657,490.94
29、Long-term employee benefits payable
(1) Details of long-term employee benefits payable
Items Closing balance Opening balance
I. Post-employment benefit-defined benefit plans 9,953,557.75
II.Severance welfares
III. Others
Total 9,953,557.75
(2) Changes of defined benefit plans
①Present value of defined benefit obligation
Items Current period Previous period
I.Opening balance 9,953,557.75 10,297,200.34
II. Cost of defined benefit plans calculated in gains and losses of current period -9,346,642.22 561,197.43
1、Service cost of current period
2、Service cost of the past
3、Gains（Losses present as―－‖） -9,722,688.86
4、Net interest 376,046.64 561,197.43
III. Cost of defined benefit plans calculated in other comprehensive income
1、Actuarial gain（Losses present as―－‖）
IV.Other changes 606,915.53 904,840.02
1、Consideration payment on settlements
2、Paid welfares 606,915.53 904,840.02
V. Closing balance 9,953,557.75
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Note：Service cost of the past which is RMB -9,722,688.86caused by the Company
canceled the retairee benefits plan at Oct. 2015 and leads to the decrease of present value
of defined benefit obligation.
30、Other non-current liabilities
Items Closing balance Opening balance
Deferred income * 13,269,356.04 32,570,237.55
Total 13,269,356.04 32,570,237.55
Note *：Deferred income of the Company is rent received in advance of Shuibei Jewelry
Building, the Company recognized amortized cost use effective interest method.
31、Share capital
Changes for the period（+ -）
Items Opening balance Bonus Capitalization of Closing balance
New issue Other Subtotal
issue public reserve
Restricted tradable shares
1.State-owned shares
2. State-owned legal
14,587,056.00 6,000,000.00 6,000,000.00 20,587,056.00
person shares
3.Other omestic-owned
shares
Including: Domestic
71,000,000.00 71,000,000.00 71,000,000.00
legalperson wnership
Domestic nature person
4. Foreign-owned shares
Including: Foreign
legalperson ownership
Foreign nature person
Total restricted tradable
14,587,056.00 77,000,000.00 77,000,000.00 91,587,056.00
shares
Ⅱ、Tradable shares
1. Ordinary shares 179,294,544.00 179,294,544.00
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Changes for the period（+ -）
Items Opening balance Bonus Capitalization of Closing balance
New issue Other Subtotal
issue public reserve
denominated in RMB
2. Foreign-owned shares
26,400,000.00 26,400,000.00
listed domestically
3. Foreign-owned shares
listed overseas
4.Others
Total tradable shares 205,694,544.00 205,694,544.00
Ⅲ、Total shares 220,281,600.00 77,000,000.00 77,000,000.00 297,281,600.00
Note: Ruihua Certified Public Accountants had verified the share capital and issued NO.
【2015】48330003 Capital Verification Report. The Company changed in registration at 16th,
July, 2015 approved by Shenzhen Industrial and Commercial Administration Bureau.
32、Capital reserve
Items Opening balance Increased in this period Decreased in this period Closing balance
Capital premium 3,024,773.35 556,520,000.00 559,544,773.35
Other reserves 4,647,832.16 4,647,832.16
Total 7,672,605.51 556,520,000.00 564,192,605.51
Note: According to the 19th Special Meeting of the 7th Board Meeting at 21st,April,2014 and
the 4th Extraordinary Shareholders Meeting at 3rd,June,2014, the Company private offered
less than RMB 77,000,000 ordinary shares ( A-share), which is one yuan per share to
Shenzhen Tefa Group Co.,Ltd and Shenzhen Yuanzhifuhai Jewelry Investment Co.,Ltd.
The Company raised RMB 646,800,000.00, and the practical placement is RMB
633,520,000.00 after detucting issue expenses RMB 13,280,000.00. The equity capital
increased RMB 77,000,000.00, and the capital stock premium RMB 556,520,000.00 has
been included in capital reserve.
33、Surplus reserve
Items Opening balance Increased in this period Decreased in this period Closing balance
Statutory surplus reserve 2,952,586.32 2,952,586.32
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Items Opening balance Increased in this period Decreased in this period Closing balance
Total 2,952,586.32 2,952,586.32
34、Undistributed profit
Items Current period Previous period
Before adjustment: Undistributed profits at the end of prior year -39,026,529.03 -49,371,746.70
Adjustment: Total undistributed profits at beginning of year (Increase +, decrease -)
After adjustment: Undistributed profits at beginning of year -39,026,529.03 -49,371,746.70
Add: Net profit attributable to shareholders of the parent 42,768,789.52 10,345,217.67
Less: Appropriation to statutory surplus reserve
Appropriation to discretionary surplus reserve
Appropriation to common risk provision
Common stock dividend payable
Common stock dividends converted to shares
Retained profits at the period end 3,742,260.49 -39,026,529.03
35、Operating Revenues and Operating Costs
Current period Previous period
Items
Revenue Cost Revenue Cost
Principal operating activities 290,705,488.37 213,408,631.14 451,551,057.76 386,992,333.83
Other operating activities 13,021,302.20 4,583,585.06 13,436,470.04 2,431,285.86
Total 303,726,790.57 217,992,216.20 464,987,527.80 389,423,619.69
36、Business taxes and surcharges
Items Amount of current period Amount of previous period
Business tax 5,041,179.59 4,112,942.80
City construction and maintenance tax 680,017.76 561,276.79
Education surcharges 468,211.75 371,960.24
Total 6,189,409.10 5,046,179.83
Note: Details of business taxes and surcharges please refer to Note V.Taxes.
37、Selling expenses
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Items Current period Previous period
Employment benefits 9,848,996.50 12,209,650.35
Advertisement 594,035.30 1,092,285.31
Depreciation 875,473.68 1,695,974.26
Office expenses 994,402.01 952,404.94
Water and electricity fee 471,404.57 463,362.44
Goods freight 318,567.35 662,833.08
Others 1,615,997.87 3,996,866.60
Total 14,718,877.28 21,073,376.98
38、Administration expenses
Items Current period Previous period
Staff cost 16,504,340.76 26,023,173.35
Taxes and fees 3,380,791.12 3,025,817.42
Office expenses 2,209,367.65 2,295,086.63
Travel expenses 1,071,000.26 1,297,527.15
Entertainment expenses 886,305.20 1,271,585.36
Depreciation and amortization 1,820,282.48 1,628,132.01
Consultation and service fee 2,331,090.87 2,096,975.71
Goods freight 1,478,961.56 1,678,914.59
Others 3,199,729.00 4,192,135.93
Total 32,881,868.90 43,509,348.15
39、Financial expenses
Items Current period Previous period
Interest expenses 10,003,421.69 26,883,526.28
Less: Interest income 3,487,230.40 871,464.83
Less: Interest capitalized 3,120,270.97 9,025,159.20
Exchange difference 134,292.88 6,612.01
Others 813,475.63 777,623.18
Total 4,343,688.83 17,771,137.44
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40、Loss of assets impairment
Items Current period Previous period
Loss of bad debts 921,464.41 4,975,785.80
Loss of inventory valuation 731,105.33
Loss of long term equity investment valuation 41,556.83
Total 1,694,126.57 4,975,785.80
41、Investment income
Items Current period Previous period
Income generated from long-term equity investments measured by equity method 15,252,012.32 24,775,664.82
Investment income from holding trading financial assets 84,270.40
Investment income from holding financial products 5,740,301.35
Investment income from disposal trading financial assets 1,141,857.35
Total 20,992,313.67 26,001,792.57
42、Non-operating income
Recorded in the amount of thenon-recurring
Items Current period Previous period
gains and losses
Gains on non-current asset disposals 39,278.33 197,088.80 39,278.33
Including：Gains on fixed asset disposals 39,278.33 197,088.80 39,278.33
Govermant grants 371,850.00 371,850.00
Others 122,547.53 767,937.93 122,547.53
Total 533,675.86 965,026.73 533,675.86
Including: Government grants accounted into current profit and loss
Items Current period Previous period Revelent to assets/gains and losses
Fund to electric lift update 271,850.00 Gains and losses
Luohu Economic Promotion Corporation Integrity
50,000.00 Gains and losses
Financial Assistance
Luohu Economic Promotion Corporation Financial
50,000.00 Gains and losses
Support
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Items Current period Previous period Revelent to assets/gains and losses
Total 371,850.00
43、Non-Operation expenses
Recorded in the amount of the non-recurring
Items Current period Previous period
gains and losses
Loss on non- recurring asset disposal 73,623.42 48,602.31 73,623.42
Including: Loss on fixed asset disposal 73,623.42 48,602.31 73,623.42
Others 65,873.64 80,918.38 65,873.64
Total 139,497.06 129,520.69 139,497.06
44、Income tax expenses
(1) Income tax expenses
Items Amount of current period Amount of previous period
Current income tax expense 3,611,105.39 1,963,886.73
Deferred income tax expense 944,631.68 -175,710.96
Adjustment of previous income tax -684.46 -329,005.41
Total 4,555,052.61 1,459,170.36
(2) The process of calculating the income tax based on accounting profits
Items Amount of current period
Consolidated profit this year 47,293,096.16
Income tax calculated at legal or applicable tax rate 11,823,274.03
Impact of various tax rates applicable to subsidiaries -13,751.08
Adjustment of impact on the income tax in the previous period -684.46
Impact of non-taxable income
Impact of non-deductible cost, expense and loss -4,425,851.40
Impact of deductible losses deferred income tax assets unconfirmed in the previous use period -362,867.34
Impact of the deductible temporary differences or deductible loss of unconfirmed deferred tax assets of
-2,465,067.15
this year.
Changes of the deferred tax assets/liability caused by the adjustment of tax rate
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Income taxes 4,555,052.61
45、Notes to items in the cash flow statements
(1) Other cash receipts relating to operating activities
Items Current period Previous period
Cash received from business operation 13,705,340.52 2,399,896.01
Cash pledge and security deposits 453,503.84 2,633,396.42
Interest income 3,138,397.07 871,464.83
Total 17,297,241.43 5,904,757.26
(2) Other cash payments relating to operating activities
Items Current period Previous period
Cash paid to general and administrative expenses 24,541,157.90 29,169,987.58
Cash paid to operating expenses and others 11,009,649.87 4,855,070.02
Total 35,550,807.77 34,025,057.60
(3) Other cash receipts relating to financing activities
Items Current period Previous period
Deposit for bank acceptance 6,732,343.46
Total 6,732,343.46
(4) Other cash payment relating to financing activities
Items Current period Previous period
Cash paid to financing expenses 21,828,274.26 1,350,000.00
Total 21,828,274.26 1,350,000.00
46、Supplementary information to the cash flow statement
(1) Supplementary information to the cash flow statement
Items Current period Previous period
1、Adjusting net profit to cash flow from operating activities
Net profit 42,738,043.55 8,566,208.16
Add: Impairment loss provision of assets 1,694,126.57 4,910,940.22
Depreciation of fixed assets, oil and gas assets and consumable biological 13,164,743.45 15,030,431.56
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Items Current period Previous period
assets
Amortization of intangible assets 101,016.92 80,800.79
Amortization of Long-term deferred expenses 612,899.02 436,876.02
Loss on disposal of fixed assets, intangible assets and other long-term deferred
34,345.09 -148,486.49
assets (gain as in "-")
Loss on scrap of fixed assets (gain as in "-")
Loss on fair value changes (gain as in "-")
Financial cost (gain as in "-") 7,017,443.60 17,865,127.34
Loss on investment (gain as in "-") -20,992,313.67 -26,001,792.57
Decreased in deferred income tax assets (increase as in "-") 1,190,005.74 70,275.84
Increased of deferred income tax liabilities (increase as in "-") -245,374.06 -524,628.68
Decreased of inventories (increase as in "-") 31,791,449.24 14,682,185.10
Decreased of operating receivables (increase as in "-") 2,231,233.00 3,165,569.37
Increased of operating Payable (decrease as in "-") 1,345,008.88 -31,918,799.81
Others
Net cash flows from operating activities 80,682,627.33 6,214,706.85
2、Significant investment and financing activities that without cash flows：
Debt-to-capital conversion
Convertible loan due within 1 year
Fixed assets acquired under financial lease
3、Movement of cash and cash equivalents：
Ending balance of cash 99,184,710.93 80,045,669.65
Less: Beginning balance of cash equivalents 80,045,669.65 63,166,448.10
Add：Ending balance of cash equivalents
Less: Beginning balance of cash equivalents
Net increase of cash and cash equivalents 19,139,041.28 16,879,221.55
(2) Composition of cash and cash equivalents
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Items Closing balance Opening balance
I. Cash 99,184,710.93 80,045,669.65
Including: Cash on hand 75,003.23 84,813.57
Bank deposits 99,109,707.70 79,960,856.08
Other monetary funds
II. Cash equivalents
Including: Investments in debt securities due within three months
III. Balance of cash and cash equivalents at the period end 99,184,710.93 80,045,669.65
Including：Restricted cash and cash equivalents of Parent company or subsidiaries in the Group
Note: Cash and cash equivalents belong to the company or its subsidiaries were not
included in this sheet.
47、Ownership or use-right restricted assets
Items Book value at the end of thisperiod Reason of restriction
Monetory asstes 60,000,000.00 Note VI-1
investment real estate 49,190,553.82
Fixed assets 6,946,552.76
Intangible assets 52,425,851.04
Long-term equity investment 72,747,568.25 Note IX-5(2)
Total 241,310,525.87
Note：1. In August 28th,2014, the Company gain RMB 211 millionof credit amount from
China CITIC Bank Jingtian Branch by signing a comprehensive credit contract Shen Yin
Jingtian Zong Zi No.007 (2014). Meanwhile, the Company signed two maximum mortgage
contracts Shen Yin Jingtian Di Zi No.008 (2014), and Shen Yin Jingtian Di Zi No.007 (2014).
The mortgaged assets are assets with book value RMB 50,293,453.68 of Shenzhen Tefa
Tellus Real Estate Co.,Ltd., and assets with book value RMB 117,706,546.32 of the
Company.
In August 28th, 2014, the Company borrowed RMB 157.5 million from China CITIC Bank,
Shen Yin Jingtian Dai Zi No.0012 (2014), with term limitation from August 28 th, 2014 to
August 28th, 2017. Repayment rule is monthly interest repayment, 8% of principle should
be repaid every half year and pay off the rest before end of the contract date. At the end of
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
this period, the loan has been repaid but the assets are still mortgaged because of the loan
limit.
2. In June 24th, 2014, the subsidiary Shenzhen Zhongtian Industrial Co.,Ltd. borrowed RMB
300 million from the Construction Bank Shuibei Jewelry Branch by signing a mortgage
contract, Di Jie 2014 Gu 250 Tianbei, with term limitation from June 24 th, 2014 to June 23rd,
2024. The mortgaged assets island of Tellus Shuibei Jewelry Building project, which
certificated as Shenfang Di Zi No.2000609764. The Company offering joint liability for
Shenzhen Zhongtian Industrial Co.,Ltd. with contract Bao Jie 2014 Gu 250 Tianbei. At the
end of this period, the loan has been repaid but the assets are still mortgaged because of
the loan limit.
3. In August 28th, 2014, the non-wholly owned subsidiary Shenzhen Huari Toyota
Automobile sales and services Co.,Ltd. signed credit contracts with China Guangfa Bank,
Shenzhen Branch, the amount is RMB 49,000,000.00 and the time limits is 3 months. The
other subsidiary Shenzhen Tefa Huari Automobile Co.,Ltd. made assurance about the
contracts and offered Huari Building basement, 1st and 2nd floor, 3rd to 7th floor as guaranty.
Up to December 31st, 2015, the loan has been returned, but the assets are still under
pledged because of the debts limit are still valid.
48、Foreign currency monetary items
(1) Foreign currency monetary items
Items Closing foreign currency balance Exchange rate Closing convert to RMB balance
Monetary funds
Including：Cash-USD 856.00 6.49 5,558.52
Cash-UKD 534.00 0.84 447.37
VII、Change of scope of consolidation
1、Business combination not under the same control
No change of business combination not under the same control in the reporting period.
2、Business combination under the same control
No change of business combination under the same control in the reporting period.
3、Counter purchase
There is no counter purchase in the reporting period.
4、Disposal of subsidiaries
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
There is no disposal of subsidiaries in the reporting period.
Ⅷ、Equity in other entities
1、Equity in subsidiary
(1) The structure of the enterprise group
Proportion of
Main operating Registration Nature of
Names shareholding（%） Way of gaining
place place business
Directly Indirectly
Shenzhen Tellus Xinyongtong Automobile
Shenzhen Shenzhen Service 100.00 Establish/Investment
Development Co.,Ltd.
Shenzhen Tefa Tellus Property Management
Shenzhen Shenzhen Service 100.00 Establish/Investment
Co., Ltd.
Shenzhen Tefa Tellus Real Estate Co.,Ltd. Shenzhen Shenzhen Manufacture 100.00 Establish/Investment
Shenzhen Tellus Real Estate Exchange Co.,
Shenzhen Shenzhen Service 100.00 Establish/Investment
Ltd
Shenzhen Xinyongtong Automobile
Shenzhen Shenzhen Service 51.00 Establish/Investment
Inspection Equipment Co.,Ltd.
Shenzhen Dongchang Yongtong Automobile
Shenzhen Shenzhen Service 95.00 Establish/Investment
Inspection Co.,Ltd.
Shenzhen Xinyongtong Dongxiao Automobile
Shenzhen Shenzhen Service 95.00 Establish/Investment
Inspection Equipment Co.,Ltd.
Shenzhen Baoan Shiquan Industrial Co.,Ltd. Shenzhen Shenzhen Business 100.00 Establish/Investment
Shenzhen Automobile Industry and Trading
Shenzhen Shenzhen Business 100.00 Establish/Investment
Co., Ltd.
Shenzhen Tefa Huari Automobile Enterprise
Shenzhen Shenzhen Service 60.00 Establish/Investment
Co.,Ltd.
Shenzhen Zhongtian Industrial Co.,Ltd. Shenzhen Shenzhen Service 100.00 Establish/Investment
Shenzhen Huari Toyota Automobile sales and
Shenzhen Shenzhen Business 60.00 Establish/Investment
services Co.,Ltd.
Shenzhen Huari Anxin Automobile Inspection
Shenzhen Shenzhen Service 60.00 Establish/Investment
Equipment Co.,Ltd.
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Proportion of
Main operating Registration Nature of
Names shareholding（%） Way of gaining
place place business
Directly Indirectly
Shenzhen Automobile Industry supply and
Shenzhen Shenzhen Service 100.00 Establish/Investment
marketing Co.,Ltd.
Shenzhen Hanli Hi-technology Ceramics Ceramic
Shenzhen Shenzhen 80.00 Establish/Investment
Co.,Ltd.* technology
Shenzhen Nanfang Automobile Repairing Automobile
Shenzhen Shenzhen 100.00 Establish/Investment
center * repairment
Note：*The operating period of Shenzhen Hanli Hi-technology Ceramics Co., Ltd. was from
September 9th, 1993 to September 21st, 1998, and the operating period of Shenzhen
Nanfang Automobile Repairing centerwas from July 12 th,1994 to July 11th. For stop
operating and did not participate annual inspections, the industry and commerce
registration of these two companies were revoked by the administrative department of
industry and commerce. Therefore, these two companies do not included in the scope of
consolidation, and the book value of net investment is zero.
(2) Important non wholly owned subsidiary
Shareholding ratio of Gains and losses
Dividend and profit paid Closing balance of
Names of the subsidiary minority shareholders attributable to the minority
to minority shareholders minority equity
（%） shareholders
Shenzhen Huari Toyota Automobile sales and
40% 623,838.22 -2,763,604.60
services Co.,Ltd.
Shenzhen Tefa Huari Automobile Enterprise
40% -1,109,549.44 12,210,667.26
Co.,Ltd.
(3) The main financial information of important non wholly owned subsidiary
Closing balance
Names of the subsidiary Non-current
Current assets Fixed assets Total assets Current liabilities Total liabilities
liabilities
Shenzhen Huari Toyota
Automobile sales and 36,700,757.39 1,308,446.07 38,009,203.46 44,918,214.96 44,918,214.96
services Co.,Ltd.
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Names of the subsidiary Closing balance
Shenzhen Tefa Huari
Automobile Enterprise 39,761,100.57 33,740,985.59 73,502,086.16 42,497,332.90 478,085.12 42,975,418.02
Co.,Ltd.
(Continued)
Opening balance
Names of the subsidiary Non-current
Current assets Fixed assets Total assets Current liabilities Total liabilities
liabilities
Shenzhen Huari Toyota
Automobile sales and 66,234,803.90 1,488,146.91 67,722,950.81 76,191,557.87 76,191,557.87
services Co.,Ltd.
Shenzhen Tefa Huari
Automobile Enterprise 39,310,343.44 35,655,774.22 74,966,117.66 40,830,228.13 835,347.77 41,665,575.90
Co.,Ltd.
Current period Previous period
Names of the Comprehe Comprehe
Operation Operating cash Operating cash
subsidiary Net profit nsive Operation revenue Net profit nsive
revenue flow flow
income income
Shenzhen Huari
Toyota
Automobile 185,704,704.44 1,559,595.56 41,524,021.39 351,004,734.69 4,115,420.93 -5,873,682.22
sales and
services Co.,Ltd.
Shenzhen Tefa
Huari
32,837,537.55 -2,773,873.62 298,968.38 36,919,863.80 -8,819,319.53 2,262,094.40
Automobile
Enterprise
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Names of the Current period Previous period
subsidiary
Co.,Ltd.
(4) The limitation of using Groups assets and repaying Groups debts.
There is no significant limitation of using Groups assets and repaying Groups debts.
2、The transaction of holding equity changed in a subsidiary without a change in
control
There is no transaction of holding equity changed in a subsidiary without a change in
control.
3、The equity in joint venture or associated company
(1) The significant joint venture or associated enterprise
Main operating Holding proportion Accounting treatment of
Registration
Names place Nature of business （%） investment in joint
place
Directly Indirectly venture/associated enterprise
Associated company:
Shenzhen Ren Fu-Tellus
Mercedes-Benz sales、
Automotive Service Shenzhen Shenzhen 35.00 Equity method
repairment
Co.,Ltd.
Shenzhen Dongfeng Automobile production、
Shenzhen Shenzhen 25.00 Equity method
Automobile Co., Ltd. repairment
Joint venture:
Shenzhen Tellus Jimeng Industrial investment、property
Shenzhen Shenzhen 50.00 Equity method
investment Co.,Ltd. management、leasing
(2) Key financial information of significant associated company
Closing balance/Current period Opening balance/Previous period
Items Shenzhen Ren Fu-Tellus Shenzhen Dongfeng Shenzhen Ren Fu-Tellus Shenzhen Dongfeng
Automotive Service Co.,Ltd. Automobile Co., Ltd. Automotive Service Co.,Ltd. Automobile Co., Ltd.
Current assets 284,555,030.00 349,579,989.46 312,304,427.00 455,215,900.97
Fixed assets 25,699,486.00 194,895,619.83 35,303,675.00 197,175,553.60
Total assets 310,254,516.00 544,475,609.29 347,608,102.00 652,391,454.57
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Closing balance/Current period Opening balance/Previous period
Items Shenzhen Ren Fu-Tellus Shenzhen Dongfeng Shenzhen Ren Fu-Tellus Shenzhen Dongfeng
Automotive Service Co.,Ltd. Automobile Co., Ltd. Automotive Service Co.,Ltd. Automobile Co., Ltd.
Current liabilities 102,404,321.00 262,389,706.82 127,000,566.00 439,039,200.65
Non-current liabilities 75,538,051.99 57,687,321.71
Total liabilities 102,404,321.00 337,927,758.81 127,000,566.00 496,726,522.36
Equity of minority shareholders -5,288,652.50 -5,070,773.24
Shareholders' equity of the
207,850,195.00 211,836,502.98 220,607,536.00 160,735,705.45
company
Net assets calculated by
72,747,568.25 52,959,125.74 77,212,637.60 40,183,926.36
shareholding proportion
Adjustment
—Goodwill
—Unrealized profit of internal
transaction
—Others
The book value of investment in
72,747,568.25 52,959,125.74 77,212,637.60 40,183,926.36
associated company
The fair value of the equity
investment in associated
company which have open
quotation in market
Operating revenue 876,992,496.00 457,918,003.79 1,422,380,499.00 511,498,366.88
Net profit 5,242,659.00 50,882,918.27 39,506,811.00 44,937,693.08
Net profit gain from the
termination of operation
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Closing balance/Current period Opening balance/Previous period
Items Shenzhen Ren Fu-Tellus Shenzhen Dongfeng Shenzhen Ren Fu-Tellus Shenzhen Dongfeng
Automotive Service Co.,Ltd. Automobile Co., Ltd. Automotive Service Co.,Ltd. Automobile Co., Ltd.
Other comprehensive income
Total comprehensive income 5,242,659.00 50,882,918.27 39,506,811.00 44,937,693.08
Dividends received from
6,300,000.00 4,900,000.00
associated company this period
(3) Key financial information of significant joint ventures
Shenzhen Tellus Jimeng investment Co.,Ltd.
Items
Closing balance/Current period Opening balance/Previous period
Current assets 17,734,574.30 28,159,623.29
Including：Cash & Cash Equivalents 13,645,857.23 19,987,349.61
Fixed assets 297,377,588.89 199,171,630.91
Total assets 315,112,163.19 227,331,254.20
Current liabilities 10,642,771.76 17,815,968.34
Non-current liabilities 184,870,000.00 90,080,000.00
Total liabilities 195,512,771.76 107,895,968.34
Equity of minority shareholders
Shareholders' equity of the Company 119,599,391.43 119,435,285.86
Net assets calculated by shareholding proportion 59,799,695.73 59,717,642.94
Adjustment
—Goodwill
—Unrealized profit of internal transaction
—Others
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Shenzhen Tellus Jimeng investment Co.,Ltd.
Items
Closing balance/Current period Opening balance/Previous period
Book value of investment in joint ventures 59,799,695.73 59,717,642.94
Fair value of the equity investment in joint ventures which have open quotation
in market
Operating revenue 78,823.60
Financial expense -271,705.38 -18,341.13
Income tax
Net profit 164,105.57 90,754.03
Net profit gain from the termination of operation
Other comprehensive income
Total comprehensive income 164,105.57 90,754.03
Dividends received from joint ventures this period
(4) Other financial information of joint ventures and associated enterprises
Items Closing balance/Current period Opening balance/Previous period
Joint ventures：
Total book value of investment 9,958,144.84 9,313,071.40
Total amount of the pro rata calculation
of the following items
—Net profit 489,304.64 231,688.57
—Other Comprehensive income
—Total comprehensive income 489,304.64 231,688.57
Associated enterprises：
Total book value of investment 24,716,186.73 24,842,987.50
Total amount of the pro rata calculation
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Items Closing balance/Current period Opening balance/Previous period
of the following items
—Net profit -85,243.94 -447,408.46
—Other Comprehensive income
—Total comprehensive income -85,243.94 -447,408.46
(5) Excess deficit in joint ventures or associated enterprises
Accumulated unrealized
Accumulated unrealized losses Unrealized losses at the end
Names losses at the end of current
at the end of previous period of current period
period
Shenzhen Tellus Automobile Services Chains
95,013.99 2,523.00 97,536.99
Co.,Ltd.
Shenzhen Xinyongtong Dongxiao Automobile
46,912.77 386,096.34 433,009.11
Service Co., Ltd.
Shenzhen Yongtong Xinda Inspection Equipment
213,433.08 219,245.29 432,678.37
Co.,Ltd.
4、Significant common operation
There is no significant common operation in this reporting period.
Ⅸ、Related parties and related-party transactions
1、Parent company information
Registered Registered Parent company’s Parent company’s vote
Names Nature
address capital shareholding ratio（%） ratio（%）
Real estate development and
Shenzhen Tefa
Shenzhen management, domestic 258,282 million 51.09 51.09
Group Co.,Ltd.
commerce
Note：The finial control of the Company is Shenzhen State-owned Assets Supervision and
Administration Commission
2、Subsidiaries of the Company
Details refer to the Note VIII-1.
3、Information on the joint ventures and associated enterprises of the Company
Details refer to the Note VI-10.
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
4、Other Related parties information
Names Relationship to the Company
Shenzhen Tefa Swan Enterprise Co.,Ltd. Subject to the same party controls
Shenzhen Mechanical Equipment Import and Export Co.,Ltd. Subject to the same party controls
Shenzhen Tefa Real Estate Co.,Ltd. Subject to the same party controls
Hongkong Yujia Investment Co., Ltd. Subject to the same party controls
Shenzhen Tellus Real Estate(Yue Yang) Co.,Ltd. Subject to the same party controls
Shenzhen Tefa Development Center Construction Management Co.,Ltd. Subject to the same party controls
Shenzhen Tellus Yang Chun Real Estate Co.,Ltd. Subject to the same party controls
Shenzhen Tellus Real Estate(Long Gang) Co.,Ltd. Subject to the same party controls
5、Related transactions.
(1) Lease
Tellus is the leaser
Lease income recognized in Lease income recognized in
lessee Type of lease
current period previous period
Shenzhen Ren Fu-Tellus Automotive Service Co.,Ltd. Houses leasing 5,300,000.00 5,150,000.00
Shenzhen Xinyongtong Automobile Service Co.,Ltd. Houses leasing 401,812.00 412,272.00
Shenzhen Xinyongtong Dongxiao Automobile Service Co., Ltd. Houses leasing 288,800.00 279,000.00
(2) Guarantee between related parties
The Company as guarantor
According to the hypothecation contract signed by the company and the Ren Fu
Automotive Management Co.,Ltd.（bellows short for Ren Fu Shenzhen）,from the settle date
of associated company,Shenzhen Ren Fu-Tellus Automotive Service Co.,Ltd.（below
short for Ren Fu Tellus）, to the end date of the joint venture contract between Ren Fu
Shenzhen and the Company, the Company take 35% responsibility for the loan which total
amount less than RMB 100 million, and use 35% equity of the Company in Ren Fu Tellus
as counter guarantee pledge to Ren Fu Shenzhen. The applicable scope of this regulation
includes: (1) Ren Fu Shenzhen offering entrusted loans to Ren Fu Tellus, ;( 2) Ren Fu
Tellus receive bank or business loans under the guarantee of Ren Fu Shenzhen
All other conditions except above the Company as guarantorare offering guarantee to
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
subsidiaries.
(3) Offering services by employ associated parties
Shenzhen Zhongtian Industrial Co., Ltd. chose monitor and managementinstitute of Tellus
Shuibei Project through an open bidding process. In 14th May, 2013, Shenzhen Tefa
Development Center Construction Management Co., Ltd. was qualified by obtained the
letter of acceptance from Shenzhen Construction Engineering Trading Center
(No.20130514002C).
Shenzhen Zhongtian Industrial Co., Ltd. and Shenzhen Tefa Development Center
Construction Management Co., Ltd. signed the monitor and management contract of Tellus
Shuibei Jewelry Building Project in May of 2013. In accordance with the contract, entrusted
fee is RMB 5,041.9 thousand. At the end of this reporting period, RMB 3,277.2 thousand of
and entrusted fee had been paid.
(4) Borrowing and lending between related parties
Related parties Amount Beginning date Ending date Remark
Borrowing：
Shenzhen Tefa Group Co.,Ltd. 63,000,000.00 2015/12/25 2016/12/24
(5) Fees for funds occupation of related parties
Amount of current
Related parties Content Amount of previous period
period
Borrowing：
Shenzhen Tefa Group Co.,Ltd. Fees for funds occupation 4,197,459.17 5,264,520.00
Lending：
Shenzhen Xing Long Mechanical Models Co.,Ltd. Fees for funds occupation 76,041.64 76,041.64
(6) Rewards for the key management personnel
Amount of current period Amount of previous period
Items
(RMB’0000) (RMB’0000)
Rewards for the key management personnel 620.00 612.00
6、Receivables and payables of related parties
(1) Receivables
Names Closing balance Opening balance
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Bad debt Bad debt
Book balance Book balance
provision provision
Accounts receivables：
Shenzhen Xinyongtong Automobile Service Co.,Ltd. 927,602.00 927,602.00 927,602.00 440,610.70
Shenzhen Xinyongtong Dongxiao Automobile Parts Sales Co.,Ltd. 680,400.00 680,400.00 680,400.00 323,190.00
Total 1,608,002.00 1,608,002.00 1,608,002.00 763,800.70
Other receivables：
Shenzhen Tellus Automobile Services Chains Development Co.,Ltd. 1,359,297.00 1,359,297.00 1,359,297.00 1,359,297.00
Shenzhen Xinyongtong Tecnology Co.,Ltd. 116,480.22 58,240.11 116,480.22 47,296.04
Shenzhen Yongtong Xinda Inspection Equipment Co.,Ltd 519,587.47 519,587.47 517,782.47 517,782.47
Shenzhen Pilot New Chemical Materials Co.,Ltd. 660,790.09 660,790.09 660,790.09 660,790.09
Shenzhen Xing Long Mechanical Models Co.,Ltd. 2,110,336.30 960,116.10 2,034,294.66 922,032.78
Shenzhen Tellus Xinyongtong Automobile Service Co.,Ltd. 114,776.33 114,776.33 114,776.33 114,776.33
Shenzhen Tellus Jimeng investment Co.,Ltd.
Total 4,881,267.41 3,672,807.10 4,803,420.77 3,621,974.71
Long-term receivables:
Shenzhen Tellus Automobile Services Chain Co.,Ltd. 2,179,203.68 2,179,203.68 2,179,203.68 2,179,203.68
Total 2,179,203.68 2,179,203.68 2,179,203.68 2,179,203.68
(2) Payables
Names Closing balance Opening balance
Short-term loans：
Shenzhen Tefa GroupCo.,Ltd. 18,919,672.00
Total 18,919,672.00
Accounts payables：
Shenzhen Tefa Real Estate Co., Ltd. 6,054,855.46 6,054,855.46
Shenzhen Mechanical Equipment Import and Export Co.,Ltd. 45,300.00 45,300.00
Total 6,100,155.46 6,100,155.46
Other payables：
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Names Closing balance Opening balance
Shenzhen Tefa Real Estate Co., Ltd. 335,701.34 335,701.34
Hongkong Yujia Investment Co., Ltd. 2,019,296.65 1,887,561.15
Shenzhen Tefa Swan Enterprise Co.,Ltd. 20,703.25 20,703.25
Shenzhen Mechanical Equipment Import and Export Co.,Ltd. 1,455,892.44 1,195,503.24
Shenzhen Tefa Group Co.,Ltd. 129,810,211.32 59,782,492.72
Shenzhen Tellus Real Estate(Long Gang) Co.,Ltd. 1,095,742.50 1,095,742.50
Shenzhen Tellus Yang Chun Real Estate Co.,Ltd. 476,217.49 476,217.49
Shenzhen Xing Long Mechanical Models Co.,Ltd. 78,515.56 78,515.56
Shenzhen Tellus Xinyongtong Technoledge Co., Ltd. 320,000.00 320,000.00
Shenzhen Tellus Xing Investment Co.,Ltd. 25,703.43 14,159.57
Shenzhen Yongtong Xinda Inspection Equipment Co.,Ltd. 24,340.00 24,340.00
Total 135,662,323.98 65,230,936.82
Long-term loans：
Shenzhen Tefa Group Co.,Ltd. 73,000,000.00
Total 73,000,000.00
Ⅹ、Commitment issues
1、Significant Commitment issues
（1）Capital commitment
Items Closing balance Opening balance
Signed but not confirmed in financial report
—commitment of purchase long-term assets 158,289,230.16 235,913,223.51
Total 158,289,230.16 235,913,223.51
2、Contingency
（1）Lawsuits
①In October of 2005, a lawsuit was brought before Shenzhen Luo Hu District Peoples
Court by the Company, which was the recognizor of Jintian Industrial (Group) Co., Ltd.
(“Jintian”) to require Jintian to redress RMB 4,081,830 (principal: RMB 3,000,000, interest:
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
RMB 1,051,380, legal fare: RMB 25,160 and executive fare: RMB 5,290, which were all
dealt as a loss in last report term.) It was the amount money that was distrained forcibly.
The Fu Tian District Peoples Court had adjudged that the Company won the lawsuit and
the forcible execution had been applied by the Company. The company has not yet
received the money at the date of the approval of the financial report.
In April 2006 Shenzhen Development Bank brought an accusation against Jintians
overdueing loan two million U.S. dollars and the company who guaranteed for this case.
The company took on the principal and all interest. After that, the company appealed to
Shenzhen Luohu District People's Court, asking Jintian to repay 2,960,490 U.S. dollars and
interest. In 2008, it reached Shen Luo No.937 Civil Reconciliation Agreement (2008) after
the mediating action taken by the Shenzhen Luohu District People's Court. The agreement
is as follows: If Jintian repay 2,960,490 U.S. dollars before October 31, 2008, the company
will exempt all the interest. If Jintian can not settle the amount on time, it will pay the penalty
in accordance with the People's Bank of China RMB benchmark lending rate over the same
period. The company has not yet received the money from Jintian at the date of the
approval of the financial report.
②Shenzhen Tellus Real Estate Development Co., Ltd. (“Real Estate Co.,”), a wholly-owned
subsidiary of the company, entered into a Joint Property Construction Contract with
Shenzhen Jinlu Industrial and Trade Company (“Jinlu Company”) at November 29, 1994 to
build a real estate in Shenzhen. Real Estate Co. paid RMB 9,822,500.00 to Jinlu Company
as of December 31, 1996. However, Jinlu Company breached the contract and cooperated
with Guangzhou Military Area Shenzhen Property Administrative Department (“GMAA”) to
develop the real estate and paid the RMB 9,822,500 received from Real Estate Co. to
GMAA. Therefore, Real Estate Co. lodged a claim against Jinlu Company. The Futian
District Peoples Court admitted GMAA as the third party of this case according to the law of
the PRC. It was ruled by the Futian District Peoples Court that the contract was of no effect;
GMAA shall repay Jinlu Company the principal of RMB 9,822,500, interests and judicial
proceeding expense, which shall be transferred to Real Estate Co. within three days of the
reception by Jinlu Company. GMAA applied for further trial that was allowed, and the
original judgment was suspended during the retrial.
Real Estate Co., and Jinlu Company sued GMAA in March, 2005 as co-plaintiffs, appeal the
judgement of enforcing the defendents deliver Yelihui Food Street (11,845 ㎡ which worth
RMB 11,851,357) to plaintiffs. Meanwhile, the defendents should pay RMB 5,034,664.94
which is the rent income since 1998. At the same time, Real Estate Co., signed agreement
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
with Jinlu Company stated that the Real Estate Co., will allocated 6,000 ㎡ of Yelihui Food
Street, and the residual part belong to Jinlu Company. If the Food Street is less than 6,000
㎡, then all of it belong to Real Estate Co.. The profits gained from this case will equally
allocated between Real Estate Co., and Jinlu Company. Shenzhen Intermediate People
Court tried this case on August 2010, however, the case is too complicated to make
pronouncement of judgement in court.
As Real Estate Co. received Min Wu Chu Zi NO.82 civil order which stated that the Yelihui
Food Street is illegal building and the Court cannot judge on it, the Court reject Real Estate
Co.s request. The company has recognized bad debt provision in full of investment fund of
Tellus Real Estate.
③In 2014, the subsidiary, Shenzhen Automobile Industry and Trading Co., Ltd.,(bellow
short for Automobile Industry and Trading) received the court summonsfrom Shenzhen
Futian District Peoples Court. China Huarong Asset Management Corporation Shenzhen
Branch (bellow short for CHAMC)suedAutomobile Industry and Trading to take joint liability
due to the claims and disputes of Shenzhen Guangming Watch Co., Ltd. and
itscreditor.According to Shenzhen Futian Peoples Court (1997) Shen Fu “Jing” Zi NO.801
civil judgment,verdict the Guangming Watch Co., Ltd. repays 7 million and interest to
China Citic Bank Co., Ltd,. The Guangming Watch Co., Ltd. did not repay the loan after the
verdiction. Then the China Citic Bank Co., Ltd,. apply enforcement, token back RMB
561,398.30，there are no more other assets to execut, Shenzhen Futian Peoples Court
verdict Termination of execution by Shen Fu Fa “zhi”Zi NO.102 in December10, 1998.The
original debtorthe China Citic Bank Co., Ltd, transfered the debt to CHAMC in July, 2013.
④ Guangming Watch Co., Ltd. was canceled the business licence by Shenzhen
Adminstration of Industry and Commerce in Feb. 28, 2002. China Huarong Asset
Management Corporation Shenzhen Branch sued Guangming Watch Co., Ltd. and
Shenzhen Automobile Industry and Trading Co., Ltd. in May 2014, the plaintiff want the
court verdict CHAMC takeover the whole right of Shen Fu “Jing” Zi NO.801 civil
judgment(1997). Meanwhile, Shenzhen Automobile Industry and Trading Co., Ltd. did not
establish a liquidate team to liquidate the associate in legal deadline, “should bear the joint
liability”.
Ⅺ、Subsequent Event
1、Profit distribution
Pursuant to the resolution of Board at the Board of Directors meeting on April 14th, 2016,
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
the Company will neither distribute profits nor capitalize capital surplus for the current
period. The allocation of profit resolution still need the board of shareholders to
approval.
Ⅻ、Other significant events
1、Early error correction
The Company does not have any early error correction in this reporting period.
2、Debt restructuring
The Company does not have any information of debt restructuring to disclose in this reporting
period.
3、Non-monetary asset replacement
The Company does not have any information of non-monetary asset replacement to
disclose in this reporting period.
4、Segment reporting
Financial information of segment reporting.
Year 2015
Vehicle inspection
Items Automobile sales Leasing and services Inter-segment elimination Total
&Components sales
Principal operating income 134,916,197.98 62,273,538.90 112,310,487.06 -18,794,735.57 290,705,488.37
Principal operating cost 128,438,474.70 52,522,641.21 51,242,250.80 -18,794,735.57 213,408,631.14
Total assets 32,654,835.75 87,019,810.67 1,949,455,296.48 -900,462,015.41 1,168,667,927.49
Total liabilities 46,316,147.71 49,740,842.07 570,585,415.73 -376,562,881.66 290,079,523.85
Year 2014
Vehicle inspection Inter-segment
Items Automobile sales Leasing and services Total
&components sales elimination
Principal operating income 309,927,524.30 54,313,979.13 96,318,663.22 -9,009,108.89 451,551,057.76
Principal operating cost 305,567,651.81 45,377,369.62 45,056,421.29 -9,009,108.89 386,992,333.83
Total assets 63,823,256.36 83,377,851.39 1,301,854,828.02 -642,731,157.97 806,324,777.80
Total liabilities 76,454,644.54 45,914,528.51 860,457,268.88 -378,832,024.22 603,994,417.71
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
XIII、Notes of main items in financial reports of the company
1、Accounts receivable
（1）Disclosure by category
Closing balance
Category Book balance Bad debt provision Book
Amount Proportion（%） Amount Proportion（%） value
Accounts receivable of individual significance and subject to
individualimpairment assessment
Accounts receivable subject to impairment assessment by credit risk
characteristics of portfolio
Accounts receivable of individual insignificance but subject to
484,803.08 100.00 484,803.08 100.00
individual impairment assessment
Total 484,803.08 100.00 484,803.08 100.00
（Continued）
Opening balance
Category Book balance Bad debt provision Book
Amount Proportion（%） Amount Proportion（%） value
Accounts receivable of individual significance and subject to
individualimpairment assessment
Accounts receivable subject to impairment assessment by credit risk
characteristics of portfolio
Accounts receivable of individual insignificance but subject to
484,803.08 100.00 484,803.08 100.00
individual impairment assessment
Total 484,803.08 100.00 484,803.08 100.00
2、Other receivables
(1) Disclosure by category
Closing balance
Category Book balance Provision for bad debts
Book balance
Amount Proportion（%） Amount Proportion（%）
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Closing balance
Category Book balance Provision for bad debts
Book balance
Amount Proportion（%） Amount Proportion（%）
Other receivable ofindividual significance and
12,246,315.95 11.25 12,246,315.95 100.00
subject to individualimpairment assessment
Other receivable subject to impairment
assessment by credit risk characteristics of 94,805,891.38 87.07 1,061,063.86 1.12 93,744,827.52
portfolio
Other receivable of individual insignificance
but subject to individual impairment 1,833,967.78 1.68 1,833,967.78 100.00
assessment
Total 108,886,175.11 100.00 15,141,347.59 13.91 93,744,827.52
（Continued）
Opening balance
Book balance Provision for bad debts
Category
Proportion Proportion Book balance
Amount Amount
（%） （%）
Other receivable ofindividual significance and
12,232,758.22 9.76 12,232,758.22 100.00
subject to individualimpairment assessment
Other receivable subject to impairment
assessment by credit risk characteristics of 111,327,082.72 88.78 976,894.72 0.88 110,350,188.00
portfolio
Other receivable of individual insignificance
but subject to individual impairment 1,833,967.78 1.46 1,833,967.78 100.00
assessment
Total 125,393,808.72 100.00 15,043,620.72 12.00 110,350,188.00
① Other Receivable accounts with large amount individually and bad debt provisions were
provided
Other receivable（Unit） Closing balance
194
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Bad debt Proportion
Other receivable Reason
provision （%）
Shenzhen ZhongHao (Group) Co.,Ltd. 5,000,000.00 5,000,000.00 100.00 Won the lawsuit,no assets recoverable
Jinbeili electrical appliances Co.,Ltd. 2,706,983.51 2,706,983.51 100.00 Aging long, not expected to withdraw
Shenzhen Petrochemical Industry (Group)
1,902,686.77 1,902,686.77 100.00 Aging long, not expected to withdraw
Co., Ltd.
Huatong casing Co.,Ltd. 1,212,373.79 1,212,373.79 100.00 Aging long, not expected to withdraw
Shenzhen Pilot New Chemical Materials
660,790.09 660,790.09 100.00 Aging long, not expected to withdraw
Co.,Ltd.
Others_VAT（Trade department） 763,481.79 763,481.79 100.00 Aging long, not expected to withdraw
Total 12,246,315.95 12,246,315.95
②In the groups, other accounts receivable adopting aging analysis method to withdraw bad
debt provision:
Closing balance
Aging
Other receivable Bad debt provision Proportion（%）
Within 1 year 92,313,357.91
1 to 2 years 76,041.64 3,802.08 5.00
2to 3years 503,280.45 100,656.09 20.00
Over 3 years 1,913,211.38 956,605.69 50.00
Total 94,805,891.38 1,061,063.86
(2) The amount of bad debt provision during the current year is RMB 97,726.87.
(3) Other receivables classified by nature
Nature Closing balance Opening balance
Internal current account 92,031,334.71 107,087,610.34
Unit account 2,771,126.39 2,695,084.75
Others 14,083,714.01 15,611,113.63
Total 108,886,175.11 125,393,808.72
(4) The top five of other receivables classified by debtor at period end
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Closing balance of bad
Debtors Nature Closing balance Aging Proportion（%）
debt provision
Shenzhen ZhongHao (Group) Co.,Ltd. Unit account 5,000,000.00 Over 3 years 4.59 5,000,000.00
Jinbeili Electrical Appliances Co.,Ltd. Unit account 2,706,983.51 Over 3 years 2.49 2,706,983.51
Shenzhen Petrochemical Industry (Group) Co.,
Unit account 1,902,686.77 Over 3 years 1.75 1,902,686.77
Ltd.
Huatong Casing Co.,Ltd. Unit account 1,212,373.79 Over 3 years 1.11 1,212,373.79
Others_VAT（Trade department） Unit account 763,481.79 Over 3 years 0.70 763,481.79
Total 11,585,525.86 10.64 11,585,525.86
(5) Accounts receivables related to government subsidyn
There are no accounts receivables related to government subsidyn this reporting period..
(6) Terminated recognize of other receivables due to financial assets transfer.
There is no terminated recognize of other receivables due to financial assets transfer.
(7) Assets or liabilities caused by transferring other receivables
There are no assets or liabilities caused by transferring other receivables.
3、Long-term equity investments
(1) Disclosure by category
Closing balance Opening balance
Items
Book balance Bad debt provision Book value Book balance Bad debt provision Book value
Investment to
the 525,795,543.61 1,956,000.00 523,839,543.61 265,795,543.61 1,956,000.00 263,839,543.61
subsidiaries
Investment to
joint
ventures/as-so 168,170,825.88 9,787,162.32 158,383,663.56 171,908,769.00 9,787,162.32 162,121,606.68
ciated
enterprises
Total 693,966,369.49 11,743,162.32 682,223,207.17 437,704,312.61 11,743,162.32 425,961,150.29
（2）Investment to the subsidiaries
196
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Impairment Closing balance
Names Opening balance Increased Decreased Closing balance provision in of impairment
current year provision
Shenzhen Tefa Tellus Real
31,152,888.87 31,152,888.87
Estate Exchange Co.,Ltd.
Shenzhen Tellus Real Estate
2,000,000.00 2,000,000.00
Exchange Co.,Ltd.
Shenzhen Tefa Tellus
Property Management Co., 5,021,970.88 5,021,970.88
Ltd.
Shenzhen Tellus
Xinyongtong Automobile 57,672,885.22 57,672,885.22
Development Co.,Ltd.
Shenzhen Zhongtian
10,708,622.90 260,000,000.00 270,708,622.90
Industrial Co.,Ltd
Shenzhen Automobile
Industry and Trading 126,251,071.57 126,251,071.57
Co.,Ltd.
Shenzhen Tefa Huari
Automobile Enterprise 19,224,692.65 19,224,692.65
Co.,Ltd.
Shenzhen Huari Toyota
1,807,411.52 1,807,411.52
Automobile Co.,Ltd.
Shenzhen Xinyongtong
Automobile Inspection 10,000,000.00 10,000,000.00
Equipment Co.,Ltd.
Shenzhen Hanli
Hi-technology Ceramics 1,956,000.00 1,956,000.00 1,956,000.00
Co.,Ltd.*
Total 265,795,543.61 260,000,000.00 525,795,543.61 1,956,000.00
Note：*The detail information of Shenzhen Hanli Hi-technology Ceramics Co.,Ltd.refers to
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Note VIII-1.Subsidiaries.
(3) Investment to joint ventures and associated enterprises
Increased /Decreased in reporting period
Adjustment of
Gain/Loss of
Names Opening balance Increas Decrease other Other equity
investment under
ed d comprehensive changes
equity method
income
I. Joint ventures
Shenzhen Tellus Jimeng Investment Co.,Ltd. 59,717,642.94 82,052.79
Shenzhen Tellus Xing Investment Co.,Ltd. 9,313,071.40 645,073.44
Subtotal 69,030,714.34 727,126.23
II. Associated enterprises
Shenzhen Xing Long Mechanical Model Co.,Ltd. 15,878,254.74
Shenzhen Tellus Automobile Service Development
Co.,Ltd.
Shenzhen Ren Fu-Tellus Automotive Service
77,212,637.60 1,834,930.65
Co.,Ltd.
Hunan Changyang Industrial Co.,Ltd.* 1,810,540.70
Shenzhen Jiecheng Electronic Co.,Ltd.* 3,225,000.00
Shenzhen Pilot New Chemical Materials Co.,Ltd.* 4,751,621.62
Subtotal 102,878,054.66 1,834,930.65
Total 171,908,769.00 2,562,056.88
（continued）
Increased /Decreased in reporting period
Closing balance of
Names Declaration of cash Withdrawn impairment Closing balance
Other impairment provision
dividends or profits provision
I. Joint ventures
Shenzhen Tellus Jimeng Investment
59,799,695.73
Co.,Ltd.
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Increased /Decreased in reporting period
Closing balance of
Names Declaration of cash Withdrawn impairment Closing balance
Other impairment provision
dividends or profits provision
Shenzhen Tellus Xing Investment Co.,Ltd. 9,958,144.84
Subtotal - 69,757,840.57
II. Associated enterprises
Shenzhen Xing Long Mechanical Model
15,878,254.74
Co.,Ltd.
Shenzhen Tellus Automobile Service
Development Co.,Ltd.
Shenzhen Ren Fu-Tellus Automotive
6,300,000.00 72,747,568.25
Service Co.,Ltd.
Hunan Changyang Industrial Co.,Ltd.* 1,810,540.70 1,810,540.70
Shenzhen Jiecheng Electronic Co.,Ltd.* 3,225,000.00 3,225,000.00
Shenzhen Pilot New Chemical Materials
4,751,621.62 4,751,621.62
Co.,Ltd.*
Subtotal 6,300,000.00 98,412,985.31 9,787,162.32
Total 6,300,000.00 168,170,825.88 9,787,162.32
Note:*Full provision for impairment has been made for these companies due tothe
revocation of Business License.
4、Operating income and operating costs
Current year Previous year
Items
Income Cost Income Cost
Principal operating activities 36,101,114.68 3,735,105.43 20,660,013.84 3,638,420.84
Total 36,101,114.68 3,735,105.43 20,660,013.84 3,638,420.84
5、Investment Income
Items Current year Previous year
Income from long-term equity investment measured by adopting theequity method 2,562,056.88 14,260,218.24
Investment income received from holding of held-to-maturity investment 4,383,068.48
Investment income received from holding of available-for –sale financialassets 84,270.40
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Items Current year Previous year
Investment income arising from disposal of available-for –sale financial assets 1,141,857.35
Total 6,945,125.36 15,486,345.99
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
XIV、Supplementary information
1、Non-recurring profit and lossfor the current year
Items Amount Description
Gains or losses from disposal of non-current assets after expending impairment provisions -34,345.09
Exceeded-authority approved, non-official approved or accidental tax repayment and relief
Government grants recognized through profits or loss for the current reporting period, excluding
grants which are closely related to the Company’s operating activities and of which the quota or 371,850.00
approval is eligible for automatic renewal in accordance with relevant regulations
Financial resource usage fees charged on non-financial institution recognized through profit or
loss for the current reporting period
Gains arising from bargain purchase in business combination and investments in associates and
joint ventures
Non-monetary assets exchange
Consigned investment and asset management 5,740,301.35 Note VI.41
Impairment provision resulting from force majeure, e.g. natural disasters
Debt restructuring
Entity restructuring expenses, e.g., expenditure for layoff of employees, integration expenses, etc.
Profit or loss attributable to the evidently unfair portion of transaction price, being transacted price
in excess of fair transaction price, of a transaction
Net profits or losses achieved by an acquired under-common-control entity during the period from the start
of the period to the acquisition date
Gains or losses arising from contingent events unconnected with the Company’s daily operating
-61,965.00
activities
Fair value changes of tradable financial assets and tradable financial liabilities held and gains or
losses arising from disposals of tradable financial assets, tradable financial liabilities and
available-for-sale financial assets, excluding hedging contracts relevant to the Company’s daily
operating activities
Reversal of provision for account receivables that are tested for impairment losses individually 31,980.00
Profit or loss on entrusted loans
Profit or loss on changes in the fair value of investment properties that are subsequently
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Items Amount Description
measured using the fair value model
Effects on profit or loss of one-off adjustment to profit or loss for the period according to the period
requirements of tax laws and accounting laws and regulations
Custodian fees earned from entrusted operation
Other non-operating income or expenses other than the above 118,638.89
Other profit or loss that meets the definition of non-recurring profit or loss 9,722,688.86
Subtotal 15,889,149.01
Tax effects 1,576,392.95
Effects attributable to minority interests (after tax) 132,446.96
Total 14,180,309.10
Note：”+” means income or gain and “-” means loss or expense.
The Company defines items as non-recurring profit or loss items according to “Information
Disclosure and Presentation Rules for Companies Making Public Offering of Securities
No.1---Non-recurring Profit or Loss”(CSRC No.[2008]43).
2、Rate of return on net assets and earnings per share
Rate of the weighted average Earnings per share
Profit category
net profit（%） Basic earnings per share Diluted earnings per share
Net profit attributable to ordinary
6.2127 0.1538 0.1538
shareholders
Recurring profit or loss attributable to
4.1529 0.1298 0.1298
ordinary shareholders
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深圳市特力(集团)股份有限公司 2015 年年度报告全文
Section XI. Documents available for Reference
The Company reserved completed integrated documents for CSRC, SZSE, relevant departments and public
investor for reference, including:
1. Original Accounting Statement of 2015 carrying the signatures and seals of the legal representative, general
manager, CFO and manager of Financial Department;
2. Original Auditors’ Report (Chinese and English Version) carrying the seals of accounting firms, and signatures
and seals of the CPA;
3. All original documents and notifications of the Company disclosed in newspapers that designated by CSRC in
report period;
4. Annual report disclosed in other securities market (Summary).
Shenzhen Tellus Holding Co., Ltd
Chairman: Lv Hang
15 April 2016
203
