深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2016 April 2016 1 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 Section I. Important Notes Board of Directors and the Supervisory Committee of Shenzhen Tellus Holding Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives should guarantee the reality, accuracy and completion of the quarterly report, there are no any fictitious statements, misleading statements or important omissions carried in this report, and shall take legal responsibilities, individual and/or joint. All Directors are attended the Board Meeting for Quarterly Report deliberation. Lv Hang, Person in charge of the Company, Yang Jianping, person in charge of accounting works and Ke Wensheng, person in charge of accounting organ (accounting officer) hereby confirm that the Financial Report of this Quarterly Report is authentic, accurate and complete. 2 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 Section II. Main financial data and changes of shareholders I. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □ Yes √ No Changes of this period over Current Period Same period of last year same period of last year Operating income (RMB) 79,720,863.02 81,285,344.52 -1.92% Net profit attributable to shareholders of 6,162,157.52 788,018.17 681.98% the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting 5,079,579.34 767,054.77 562.22% non-recurring gains and losses(RMB) Net cash flow arising from operating 3,260,759.65 29,617,359.36 -88.99% activities(RMB) Basic earnings per share (RMB/Share) 0.0207 0.0032 546.88% Diluted earnings per share (RMB/Share) 0.0207 0.0032 546.88% Weighted average ROE 0.71% 0.15% 0.56% Changes of this period-end At the end of the reporting At the end of last year over same period-end of last period year Total assets (RMB) 1,146,134,010.72 1,168,667,927.49 -1.93% Net assets attributable to shareholder of 874,331,209.84 868,169,052.32 0.71% listed company (RMB) Items of non-recurring gains and losses √ Applicable □ Not applicable In RMB Amount from year-begin to Item Note period-end Gains/losses from the disposal of non-current asset (including the -1,237.84 write-off that accrued for impairment of assets) Profit and loss of assets delegation on others’ investment or Bank guaranteed financial 1,079,369.87 management products revenue Other non-operating income and expenditure except for the 5,715.59 aforementioned items Less: Impact on income tax 869.44 3 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 Impact on minority shareholders’ equity (post-tax) 400.00 Total 1,082,578.18 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss II. Total number of shareholders at the end of this report period and top ten shareholders 1. Number of common shareholders and preference shareholders with voting rights recovered and top ten common shareholders In shares Total preference shareholders Total number of common with voting rights recovered at shareholders at the end of report 66,810 0 period end of reporting period (if applicable) Top ten shareholders Amount of Number of share pledged/frozen Shareholder’s Nature of Proportion of Amount of shares restricted shares name shareholder shares held held State of share Amount held SHENZHEN State-owned 51.09% 151,870,560 20,587,056 SDG CO., LTD. corporation Shenzhen Zhiyuan Fuhai Jewelry Industry Domestic Investment non-state-owned 23.88% 71,000,000 71,000,000 Enterprises corporation (limited partnership) KGI ASIA Foreign 2.45% 7,292,417 LIMITED corporation UOB Kai Hian Foreign (Hongkong) Co., 0.40% 1,195,593 corporation Ltd. GUOTAI Foreign 0.37% 1,094,032 JUNAN corporation 4 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 SECURITIES(H ONGKONG) LIMITED Foreign nature Weng Zhengwen 0.20% 604,499 person Foreign nature Zeng Huiming 0.13% 400,000 person Guoyuan Securities Foreign 0.13% 379,078 Brokerage (Hong corporation Kong) Co., Ltd. Domestic nature Li Guangxin 0.11% 314,158 person Domestic nature He Xing 0.10% 311,400 person Top ten shareholders with unrestricted shares held Type of shares Shareholder’s name Amount of unrestricted shares held Type Amount RMB ordinary SHENZHEN SDG CO., LTD. 131,283,504 131,283,504 shares Domestically KGI ASIA LIMITED 7,292,417 listed foreign 7,292,417 shares Domestically UOB Kai Hian (Hongkong) Co., 1,195,593 listed foreign 1,195,593 Ltd. shares GUOTAI JUNAN Domestically SECURITIES(HONGKONG) 1,094,032 listed foreign 1,094,032 LIMITED shares Domestically Weng Zhengwen 604,499 listed foreign 604,499 shares Domestically Zeng Huiming 400,000 listed foreign 400,000 shares Domestically Guoyuan Securities Brokerage 379,078 listed foreign 379,078 (Hong Kong) Co., Ltd. shares Domestically Li Guangxin 314,158 314,158 listed foreign 5 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 shares Domestically He Xing 311,400 listed foreign 311,400 shares Domestically Huang Chuyun 265,900 listed foreign 265,900 shares Among the top ten shareholders, there exists no associated relationship between the state-owned legal person’s shareholders Shenzhen SDG Co., Ltd and other shareholders, and Explanation on associated they do not belong to the consistent actionist regulated by the Management Measure of relationship among the aforesaid Information Disclosure on Change of Shareholding for Listed Companies. For the other shareholders shareholders of circulation share, the Company is unknown whether they belong to the consistent actionist. Explanation on top ten common shareholders involving margin N/A business (if applicable) Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back agreement dealing in reporting period. 2. Total shareholders with preferred stock held and shares held by top ten shareholders with preferred stock held □ Applicable √ Not applicable 6 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 Section III. Significant Events I. Particulars about material changes in items of main accounting statement and financial index and explanations of reasons √ Applicable □Not applicable Balance sheet Balance at Balance at Change amount Changes Reasons of changes period-end year-begin ratio 2,686,227.71 562,051.31 2,124,176.40 377.93% Mainly due to an increase in accounts Account receivable for automobiles of subsidiary receivable Huari Toyota Company. 9,828,536.01 16,151,336.61 -6,322,800.60 -39.15% Mainly because the inventory of Inventory automobiles in the subsidiary Huari Toyota Company has decreased. 4,147,623.49 11,460,807.66 -7,313,184.17 -63.81% Mainly because the subsidiary Huari Toyota Accounts received in Company has achieved sales carry-over advance funds in advance for automobiles. Undistributed 9,904,418.01 3,742,260.49 6,162,157.52 164.66% Net profit attributable to the parent company profit in current period has increased. Item Amount at this At same period of Change amount Changes Reasons of changes year last year ratio Financial 407,067.07 3,911,379.82 -3,504,312.75 -89.59% Mainly because repayment of loans has expenses reduced the interest expenses. Total profit 6,476,926.40 793,410.55 5,683,515.85 716.34% Mainly because the increase in rental income for the quarter year-on-year ,and the repayment of loans led to interest expense decrease year on year which cause an increase in total profit Net profit 6,184,364.57 430,573.15 5,753,791.42 1336.31% Mainly because the increase in rental income for the quarter year-on-year ,and the repayment of loans led to interest expense decrease year on year which cause an increase in total profit Net profit 6,162,157.52 788,018.17 5,374,139.35 681.98% Mainly because the increase in rental attributable to income for the quarter year-on-year ,and the the parent repayment of loans led to interest expense company decrease year on year which cause an increase in total profit Net cash 3,260,759.65 29,617,359.36 -26,356,599.71 -88.99% Mainly because the subsidiary Huari Toyota 7 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 flows from Company has devoted greater efforts to sell operating the stocks of the beginning of the year in the activities same period of last year. Net cash 10,694,567.83 -32,216,038.75 42,910,606.58 Mainly because the redemption of financial flows from products at the beginning of the year has investment increased cash inflows. activities Net cash -12,387,491.67 622,869,185.00 -635,256,676.67 Mainly because the private placement in the flows from same period of last year has fully funded, financing resulting in cash inflows. activities II. Analysis and explanation of significant events and their influence and solutions √ Applicable □Not applicable The company has received the “Notification letter about Shenzhen SDG Co., Ltd. plans to reduce holding some shares of Tellus A” issued by the controlling shareholder Shenzhen SDG Co., Ltd. (hereinafter referred to as “SDG”) on April 11, 2016, SDG plans to reduce holding at most 5,945,632 shares of the Company (accounting for no more than 2% of the Company’s total capital) by aggregate auction within 6 months 15 days after the date of announcement. Information index for temporary report Overview Date for disclosure disclosure "Securities Times", "Hong Kong Commercial Daily" and www.cninfo.com.cn: No. 2016-020 – Shenzhen SDG Co., Ltd. plans to reduce 2016-04-12 “Announcement on controlling holding some shares of Tellus A shareholders’ plan for reducing holding shares of Shenzhen Tellus (Group) Co., Ltd.” III. 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 Commitm Commitm Implementa Commitments Promise Content of commitments commitments ent date ent term tion (I) Commitments during the work of Share Merger Reform of the Company: 1. Commitments on Lock-up period Commitments Commitments 2005-12-2 Implementi for share merger SDG for share (1) In accordance with the Measures for the Long-term reform merger reform Administration of the Share Merger Reform of 5 ng Listed Companies, SDG would abide by the various laws, regulations and rules, and perform its 8 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 statutory commitment duty. (2) Apart from the above-mentioned statutory commitment, SDG also made the following special commitment: with 36 months since the day the reform plan starts to take effect, SDG would not list at Shenzhen Stock Exchange and sell the shares of Tellus it held (except for the shares used to promote the administration level of Tellus). (3) The administration level would abide by the laws, regulations and rules, and perform its statutory commitment duty. (4) SDG made the commitment: “The Promiser hereby promises that, if the Promiser failed to fulfill its commitment or not fully fulfill its commitment, it would compensate other shareholders for their losses suffered thereafter”. (5) SDG declared: “The Promiser would dutifully fulfill its commitments and shoulder corresponding legal responsibilities. The Promiser would transfer the shares held by it only if the assignee agree and have the ability to shoulder the commitment responsibility.” 2. Special commitment concerning the incentive mechanism In order to effectively boost the core management level and business backbones for long, SDG would take out its shares, not exceeding 10% in total number after the Share Merger Reform, and apply them to the boost of the administration level. The shares would be sold to the Company’s administrative level over 3 years, with the selling price being the net asset value per share audited during the period nearest to the implementation. Before the implementation of the promoting plan by share selling each year, the administration level must prepay the Company a risk responsibility fund, i.e. 20% of the planned selling price; Should the work of the performance examination set by the Board failed to be finished, the paid risk responsibility fund would not be refunded and shall be owned by the Company. Detailed rules concerning the limitations on the administration level, such as the subscription conditions and risk responsibility fund, and boost plans would be set by the Board and submitted to relevant departments for 9 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 approval. The implementation of the shares for promoting would be conducted strictly according to relevant laws and regulations, and the circulation conditions of these shares would be in conformity with relevant regulations set by the Shenzhen Stock Exchange. 3. Relevant expenses of this Share Merger Reform of Tellus would be paid by SDG. SDG, the controlling shareholder of the Company, made a special commitment of incentive mechanism in Share Merger Reform. After that SASAC and Ministry of Finance jointly issued a “Trial Approach of Equity Incentive for State-Owned Listed Companies”, and CSRC issued the “Incentive Management on Shares of Listed Companies (Trial)”, after comparison, the above mentioned commitments made by SDG are out of Commitments the relevant regulations and requirement, relevant for commitments are not implemented as a result. On 2014-06-2 Implementi SDG Share Merger 2016-6-30 26 June 2014, the Company actively 6 ng Reform 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 The commitments to the fulfillment of information Commitments ShenZhe disclosure about the company business make in initial n Tellus development are as follows: except for the 2014-10-1 Implementi Other Long-term public offering Holding information has been disclosed publicly, the 7 ng or re-financing Co.,Ltd Company has not had the disclosed information about asset acquisition and business development 10 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 that has not been disclosed within one year. In the future, the company shall timely, accurately and adequately disclose the relevant information according to the progress of new business and the related requirements. 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: Horizontal 2014-05-2 Implementi SDG 1. The Company and other enterprises controlled by Long-term Competition 6 ng the Company except Test Rite Group haven’t occupied in any business that could substantially compete with the main businesses of Tellus Group, and have no horizontal competition relationship with Tellus Group. 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 Other long-term development, reward shareholders, the commitments for medium and company will implement positive profit distribution small approaches to reward the shareholders, details are shareholders as follows: 1. The company’s profit distribution can adopt cash, stock or the combination of cash and stock or other methods permitted by law. The ShenZhe foreign currency conversion rates of domestically n Tellus Commitments 2014-06-0 2016-12-3 Implementi listed foreign shares dividend are calculated Holding for dividend 3 1 ng according to the standard price of HK dollar against Co.,Ltd 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 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 11 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 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 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 12 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 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 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) If the commitments is not fulfilled on time, shall Not applicable explain the specify reason and the next work plan IV. Forecast of operation performance from Jan. – June of 2016 Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the 13 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 warning of its material change compared with the corresponding period of the last year and explanation on reason □ Applicable √ Not applicable V. Securities Investment □ Applicable √ Not applicable No security investment in Period. VI. Derivative investment □ Applicable √ Not applicable No derivative investment in Period. VII. Registration form for receiving research, communication and interview in the report period □ Applicable √ Not applicable No registration form for receiving research, communication or interview in the Period. VIII. Guarantee outside against the regulation □Applicable √Not applicable The Company had no guarantee outside against the regulation in the reporting period. IX. Non-operational fund occupation from controlling shareholders and its related party □ Applicable √ Not applicable The Company had no non-operational fund occupation form controlling shareholders and its related party in the period. 14 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 Section IV. Financial Statement I. Financial statement 1. Consolidate balance sheet Prepared by ShenZhen Tellus Holding Co.,Ltd. 2016-03-31 In RMB Items Closing balance Opening balance Current assets: Monetary funds 160,752,546.74 159,184,710.93 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 2,686,227.71 562,051.31 Accounts paid in advance 5,853,249.29 6,454,769.40 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable 348,833.33 Dividend receivable Other receivables 10,685,204.82 11,128,001.89 Purchase restituted finance asset Inventories 9,828,536.01 16,151,336.61 Divided into assets held for sale Non-current asset due within one year Other current assets 132,019,674.72 165,565,445.21 Total current assets 321,825,439.29 359,395,148.68 Non-current assets: 15 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 Loans and payments on behalf Finance asset available for sales 10,478,985.77 10,478,985.77 Held-to-maturity investment Long-term account receivable Long-term equity investment 219,702,355.51 220,180,721.29 Investment property 80,970,208.64 82,100,133.48 Fixed assets 134,603,133.57 136,583,565.00 Construction in progress 298,081,462.00 279,056,650.35 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 52,669,658.22 52,985,273.37 Expense on Research and Development Goodwill Long-term expenses to be 1,424,059.96 1,499,006.24 apportioned Deferred income tax asset 24,478,707.76 24,488,443.31 Other non-current asset 1,900,000.00 1,900,000.00 Total non-current asset 824,308,571.43 809,272,778.81 Total assets 1,146,134,010.72 1,168,667,927.49 Current liabilities: Short-term loans 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 23,490,306.91 27,417,068.61 Accounts received in advance 4,147,623.49 11,460,807.66 Selling financial asset of repurchase Commission charge and 16 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 commission payable Wage payable 19,188,524.06 19,639,738.81 Taxes payable 9,489,018.24 10,043,901.26 Interest payable Dividend payable Other accounts payable 177,386,892.49 193,797,786.68 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 year Other current liabilities Total current liabilities 233,702,365.19 262,359,303.02 Non-current liabilities: Long-term loans Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable 13,972,779.67 13,972,779.67 Long-term wages payable Special accounts payable Projected liabilities Deferred income Deferred income tax liabilities 416,741.61 478,085.12 Other non-current liabilities 13,269,356.04 13,269,356.04 Total non-current liabilities 27,658,877.32 27,720,220.83 Total liabilities 261,361,242.51 290,079,523.85 Owner’s equity: Share capital 297,281,600.00 297,281,600.00 Other equity instrument Including: preferred stock Perpetual capital securities 17 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 Capital public reserve 564,192,605.51 564,192,605.51 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus public reserve 2,952,586.32 2,952,586.32 Provision of general risk Retained profit 9,904,418.01 3,742,260.49 Total owner’s equity attributable to 874,331,209.84 868,169,052.32 parent company Minority interests 10,441,558.37 10,419,351.32 Total owner’s equity 884,772,768.21 878,588,403.64 Total liabilities and owner’s equity 1,146,134,010.72 1,168,667,927.49 Legal representative: Lv Hang Person in charger of accounting works: Yang Jianping Person in charger of accounting organ: Ke Wensheng 2. Balance Sheet of Parent Company In RMB Item Closing balance Opening balance Current assets: Monetary funds 89,885,229.30 80,301,551.68 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 101,280.00 101,280.00 Interest receivable 348,833.33 Dividends receivable Other receivables 97,806,266.08 93,744,827.52 Inventories Divided into assets held for sale Non-current assets maturing within one year Other current assets 130,000,000.00 145,000,000.00 18 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 Total current assets 317,792,775.38 319,496,492.53 Non-current assets: Available-for-sale financial assets 10,176,617.20 10,176,617.20 Held-to-maturity investments Long-term receivables Long-term equity investments 682,852,270.03 682,223,207.17 Investment property 52,037,324.44 52,808,715.01 Fixed assets 16,855,085.62 17,096,105.47 Construction in progress 362,279.69 362,279.69 Project materials Disposal of fixed assets Productive biological assets Oil and natural gas assets Intangible assets 448,418.10 478,422.33 Research and development costs Goodwill Long-term deferred expenses 30,731.39 31,644.20 Deferred income tax assets 13,937,460.69 13,947,196.24 Other non-current assets Total non-current assets 776,700,187.16 777,124,187.31 Total assets 1,094,492,962.54 1,096,620,679.84 Current liabilities: Short-term borrowings 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 5,461,463.21 5,247,871.02 Taxes payable 524,088.91 592,579.23 Interest payable Dividend payable 19 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 Other accounts payable 312,649,139.06 320,935,774.45 Divided into liability held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 318,634,691.18 326,776,224.70 Non-current liabilities: Long-term loans Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable Special accounts payable Projected liabilities Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 318,634,691.18 326,776,224.70 Owners’ equity: Share capita 297,281,600.00 297,281,600.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 560,999,182.23 560,999,182.23 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus reserve 2,952,586.32 2,952,586.32 Retained profit -85,375,097.19 -91,388,913.41 Total owner’s equity 775,858,271.36 769,844,455.14 Total liabilities and owner’s equity 1,094,492,962.54 1,096,620,679.84 20 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 3. Consolidated Profit Statement In RMB Item Current Period Last Period I. Total operating income 79,720,863.02 81,285,344.52 Including: Operating income 79,720,863.02 81,285,344.52 Interest income Insurance gained Commission charge and commission income II. Total operating cost 73,849,418.46 80,575,356.86 Including: Operating cost 58,812,336.35 63,046,997.78 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 1,622,851.91 1,257,341.86 Sales expenses 3,535,418.08 4,779,425.47 Administration expenses 9,471,745.05 7,580,211.93 Financial expenses 407,067.07 3,911,379.82 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed 601,004.09 55,390.23 with “-”) Including: Investment income on -478,365.78 55,390.23 affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with 6,472,448.65 765,377.89 “-”) 21 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 Add: Non-operating income 9,115.59 28,048.23 Including: Disposal gains of non-current asset Less: Non-operating expense 4,637.84 15.57 Including: Disposal loss of 1,237.84 non-current asset IV. Total Profit (Loss is listed with “-”) 6,476,926.40 793,410.55 Less: Income tax expense 292,561.83 362,837.40 V. Net profit (Net loss is listed with “-”) 6,184,364.57 430,573.15 Net profit attributable to owner’s of 6,162,157.52 788,018.17 parent company Minority shareholders’ gains and 22,207.05 -357,445.02 losses VI. Net after-tax of other comprehensive income Net after-tax of other comprehensive income attributable to owners of parent company (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 22 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income 6,184,364.57 430,573.15 Total comprehensive income 6,162,157.52 788,018.17 attributable to owners of parent Company Total comprehensive income 22,207.05 -357,445.02 attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.0207 0.0032 (ii) Diluted earnings per share 0.0207 0.0032 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 charger of accounting works: Yang Jianping Person in charger of accounting organ: Ke Wensheng 4. Profit Statement of Parent Company In RMB Item Current Period Last Period I. Operating income 10,216,640.80 7,001,308.74 Less: Operating cost 935,820.47 926,624.02 Operating tax and extras 572,131.88 392,073.27 Sales expenses Administration expenses 4,079,657.55 3,174,099.92 Financial expenses 244,007.76 2,889,799.36 Losses of devaluation of asset 23 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is 1,638,528.63 522,570.79 listed with “-”) Including: Investment income 629,062.86 522,570.79 on affiliated company and joint venture II. Operating profit (Loss is listed 6,023,551.77 141,282.96 with “-”) Add: Non-operating income Including: Disposal gains of non-current asset Less: Non-operating expense Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with 6,023,551.77 141,282.96 “-”) Less: Income tax expense 9,735.55 9,735.55 IV. Net profit (Net loss is listed with 6,013,816.22 131,547.41 “-”) V. Net after-tax of other comprehensive income (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 24 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other VI. Total comprehensive income 6,013,816.22 131,547.41 VII. Earnings per share: (i) Basic earnings per share 0.0202 0.0005 (ii) Diluted earnings per share 0.0202 0.0005 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 72,495,435.90 82,736,862.70 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 25 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 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 12,023,046.33 8,090,089.32 operating activities Subtotal of cash inflow arising from 84,518,482.23 90,826,952.02 operating activities Cash paid for purchasing commodities and receiving labor 41,761,809.34 30,813,742.32 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 17,953,619.18 15,200,586.22 Taxes paid 6,537,460.58 3,831,180.11 Other cash paid concerning 15,004,833.48 11,364,084.01 operating activities Subtotal of cash outflow arising from 81,257,722.58 61,209,592.66 operating activities Net cash flows arising from operating 3,260,759.65 29,617,359.36 activities II. Cash flows arising from investing activities: Cash received from recovering 78,000,000.00 26 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 investment Cash received from investment 1,079,369.87 income Net cash received from disposal of fixed, intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing 79,079,369.87 activities Cash paid for purchasing fixed, 23,384,802.04 32,216,038.75 intangible and other long-term assets Cash paid for investment 45,000,000.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units obtained Other cash paid concerning investing activities Subtotal of cash outflow from investing 68,384,802.04 32,216,038.75 activities Net cash flows arising from investing 10,694,567.83 -32,216,038.75 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 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 660,198,215.03 activities Cash paid for settling debts 33,100,000.00 27 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 Cash paid for dividend and profit 12,387,491.67 3,952,030.03 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning 277,000.00 financing activities Subtotal of cash outflow from 12,387,491.67 37,329,030.03 financing activities Net cash flows arising from financing -12,387,491.67 622,869,185.00 activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash 1,567,835.81 620,270,505.61 equivalents Add: Balance of cash and cash 159,184,710.93 80,045,669.65 equivalents at the period -begin VI. Balance of cash and cash 160,752,546.74 700,316,175.26 equivalents at the period -end 6. Cash Flow Statement of Parent Company In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 10,945,790.43 5,335,204.77 services Write-back of tax received Other cash received concerning 21,207,672.58 8,621,975.36 operating activities Subtotal of cash inflow arising from 32,153,463.01 13,957,180.13 operating activities Cash paid for purchasing commodities and receiving labor service Cash paid to/for staff and workers 5,562,167.56 5,066,273.89 28 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 Taxes paid 1,030,910.74 686,365.45 Other cash paid concerning 19,588,782.19 4,728,429.55 operating activities Subtotal of cash outflow arising from 26,181,860.49 10,481,068.89 operating activities Net cash flows arising from operating 5,971,602.52 3,476,111.24 activities II. Cash flows arising from investing activities: Cash received from recovering 55,000,000.00 investment Cash received from investment 1,009,465.77 income Net cash received from disposal of fixed, intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing 56,009,465.77 activities Cash paid for purchasing fixed, 9,899.00 31,680.80 intangible and other long-term assets Cash paid for investment 40,000,000.00 Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing 40,009,899.00 31,680.80 activities Net cash flows arising from investing 15,999,566.77 -31,680.80 activities III. Cash flows arising from financing activities Cash received from absorbing 635,500,000.00 investment Cash received from loans 29 深圳市特力(集团)股份有限公司 2016 年第一季度报告全文 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 635,500,000.00 activities Cash paid for settling debts 14,100,000.00 Cash paid for dividend and profit 12,387,491.67 3,197,076.67 distributing or interest paying Other cash paid concerning 277,000.00 financing activities Subtotal of cash outflow from 12,387,491.67 17,574,076.67 financing activities Net cash flows arising from financing -12,387,491.67 617,925,923.33 activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash 9,583,677.62 621,370,353.77 equivalents Add: Balance of cash and cash 80,301,551.68 26,441,746.73 equivalents at the period -begin VI. Balance of cash and cash 89,885,229.30 647,812,100.50 equivalents at the period -end II. Audit report Whether the first quarterly report had been audited or not □ Yes √ No The 1Q report of the Company was unaudited. 30