深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report For 2016 October 2016 1 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Section I. Important Notice Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Shenzhen Tellus Holding Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All directors are present the meeting of the Board for deliberating the Third Quarter Report of the Company in person. Lv Hang, person in charge of the Company, head of the accounting works Yang Jianping and Ke Wensheng, accounting body principals (accountant in charge) hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. 2 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Section II. Main accounting data and changes of shareholders I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Current period-end Period-end of last year Increase/decrease Total assets(RMB) 1,166,781,971.81 1,168,667,927.49 -0.16% Net assets attributable to shareholders of listed company 894,384,392.17 868,169,052.32 3.02% (RMB) Increase/decrease in Increase/decrease in From Year-begin to comparison with Current period comparison with same end of the Period year-begin to period of last year (%) Period-end of last year Operating revenue (RMB) 83,602,167.07 14.03% 240,749,333.55 3.86% Net profit attributable to shareholders of the listed company 8,467,387.22 -23.34% 26,215,339.85 40.23% (RMB) Net profit attributable to shareholders of the listed company 7,630,829.51 524.84% 23,080,601.52 164.15% after deducting non-recurring gains and losses(RMB) Net cash flow arising from -- -- 34,540,949.11 -8.88% operating activities(RMB) Basic earnings per share 0.0285 -23.39% 0.0882 28.20% (RMB/Share) Diluted earnings per share 0.0285 -23.39% 0.0882 28.20% (RMB/Share) Weighted average ROE 0.95% -0.37% 2.97% -1.11% Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Amount from year-begin to Item Note end of the Period Gains/losses from the disposal of non-current asset (including the 27,444.20 3 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 write-off that accrued for impairment of assets) Financing income of save-corpus Gains/losses from entrusted investment or assets management 3,120,730.16 floating Other non-operating income and expenditure except for the 20,630.21 aforementioned items Impact on minority shareholders’ equity (post-tax) 34,066.24 Total 3,134,738.33 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss. II. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period 1. Number of common shareholders and preference shareholders with voting rights recovered and top ten common shareholders In share Total preference shareholders Total number of common with voting rights recovered shareholders at the end of report 68,005 0 period at end of reporting period (if applicable) Top ten shareholders Amount of Number of share pledged/frozen Nature of Proportion of Amount of shares Shareholders restricted shares shareholder shares held held State of share Amount held SHENZHEN State-owned 49.09% 145,925,256 6,000,000 SDG CO., LTD corporate Shenzhen Capital Fortune Jewelry Industry Domestic Investment non-state-owned 23.88% 71,000,000 71,000,000 Enterprise corporate (limited partnership) KGI ASIA Foreign 2.43% 7,223,669 LIMITED corporation 4 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 UOB Kai Hian Foreign (Hongkong) Co., 0.44% 1,308,693 corporation Ltd. GUOTAI JUNAN Foreign SECURITIES(H 0.37% 1,087,204 corporation ONGKONG) LIMITED Domestic nature Li Boqing 0.22% 640,000 person Foreign nature Weng Zhengwen 0.19% 579,028 person Domestic nature Li Guangxin 0.11% 314,158 person Domestic nature He Xing 0.10% 300,000 person Foreign nature Zeng Huiming 0.09% 270,000 person Particular about top ten shareholders with un-restrict shares held Type of shares Shareholders Amount of un-restrict shares held Type Amount RMB ordinary SHENZHEN SDG CO., LTD 139,925,256 139,925,256 shares Domestically KGI ASIA LIMITED 7,223,669 listed foreign 7,223,669 shares Domestically UOB Kai Hian (Hongkong) Co., 1,308,693 listed foreign 1,308,693 Ltd. shares GUOTAI JUNAN Domestically SECURITIES(HONGKONG) 1,087,204 listed foreign 1,087,204 LIMITED shares RMB ordinary Li Boqing 640,000 640,000 shares Domestically Weng Zhengwen 579,028 listed foreign 579,028 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 年第三季度报告全文 shares Domestically He Xing 300,000 listed foreign 300,000 shares Domestically Zeng Huiming 270,000 listed foreign 270,000 shares RMB ordinary Zuo Songchen 259,635 259,635 shares Among the top ten shareholders, there exists no associated relationship between the state-owned legal person’s shareholders Shenzhen SDG Co., Ltd and other shareholders, and Explanation on associated they do not belong to the consistent actionist regulated by the Management Measure of relationship among the top ten Information Disclosure on Change of Shareholding for Listed Companies. For the other shareholders or consistent action shareholders of circulation share, the Company is unknown whether they belong to the consistent actionist. 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 of shareholders with preferred stock held and the top ten shareholdings □Applicable √Not applicable 6 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons √ Applicable □Not applicable Balance Sheet Assets Closing balance Opening balance Amount changed Ratio changed Causes 2,371,704.69 562,051.31 1,809,653.38 321.97% Account of vehichle mortgage Account receivable receivable from bank of the Huari Company increased 8,054,506.83 16,151,336.61 -8,096,829.78 -50.13% Inventory vehicle of Huari Company Inventory declined Long-term 3,920,160.36 13,972,779.67 -10,052,619.31 -71.94% Automobile Industry & Commerce payables Company repays the loans to Dongfeng Corporation Undistributed 29,957,600.34 3,742,260.49 26,215,339.85 700.52% Net profit attributable to owners’ of profit parent company increased in the period Profit statement Item This cumulative Same period last Amount changed Ratio changed Causes year Business taxes and 2,650,366.07 4,364,159.61 -1,713,793.54 -39.27% Affected by the policy of replacing additional business tax with a VAT Management 33,043,336.94 21,004,009.73 12,039,327.21 57.32% At same period of last year, expenses management expenses 8.42 million Yuan were offset due to the termination of retirement benefits plans; the accrual time difference for the benefit salary and annuity and soaring of the human costs for increasing the employees and remuneration changed Financial expenses -120,070.39 5,317,919.97 -5,437,990.36 The loan interest declined and interest revenue increased Income from 6,606,617.05 2,772,806.33 3,833,810.72 138.26% Associated company –Shenzhen investment Zung Fu Tellus Auto-Service Co., Ltd. and Shenzhen Dongfeng Auto Co., Ltd. gains in the Period and financing income increased 7 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Income tax expense 1,374,550.92 3,019,169.68 -1,644,618.76 -54.47% Current income tax declined due to the y-o-y decrease of profit from subsidiary Zhongtian and Auto Industry & Commerce Company; profit grwoth mainly because parent company gains, and there was undistributed deficit in previous year without affected the current income tax Net profit 26,215,339.85 18,695,130.86 7,520,208.99 40.23% Profit grwoth mainly because the attributable to income from property leasing shareholders of listed increased, investment income for companies corporate structure increased and the decline of loan interest Cash flow statement Item This cumulative Same period last Amount changed Ratio changed Causes year Net cash flow -13,171,768.45 -328,409,890.73 315,238,122.28 Less break-even financing products arising from purchased in the Period, and costs of investment the Shuibei Jewelry Building project activities decreased on a y-o-y basis Net cash flow -16,495,591.67 337,500,271.84 -353,995,863.51 Repayment of loans interest to SDG arising from in the Period; at same period of last financing activities year, cash in-flow increased due to the private placement Net increase of 4,873,715.80 46,995,916.20 -42,122,200.40 -89.63% cash and cash equivalent II. Progress and influence of the main events as well as solution analysis specification √ 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. SDG completed the underweight plan of Tellus A on 29 September 2016 Information index for temporary report Overview Date for disclosure disclosure "Securities Times", "Hong Kong Shenzhen SDG Co., Ltd. plans to reduce 2016-04-12 Commercial Daily" and holding some shares of Tellus A www.cninfo.com.cn: No. 2016-020 – 8 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 “Announcement on controlling shareholders’ plan for reducing holding shares of Shenzhen Tellus (Group) Co., Ltd.” "Securities Times", "Hong Kong Commercial Daily" and Shenzhen SDG Co., Ltd. plans to reduce www.cninfo.com.cn: No. 2016-039 – 2016-06-01 holding some shares of Tellus A “Announcement on Reducing Stake in Shenzhen Tellus Holding Co., Ltd. from Controlling Shareholder” ”Announcement on Reducing Stake in Shenzhen Tellus Holding Co., Ltd. from Controlling Shareholder and Completion Shenzhen SDG Co., Ltd. plans to reduce 2016-10-10 of Underweight Plan” (Notice No.: holding some shares of Tellus A 2016-074) released on "Securities Times", "Hong Kong Commercial Daily" and www.cninfo.com.cn 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 Commitmen Commitmen Commitm Implementa Promise commitment Content of commitments ts t date ent term tion s (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 Other Listed Companies, SDG would abide by the various commitmen laws, regulations and rules, and perform its t has statutory commitment duty. (2) Apart from the completed, Commitmen Commitmen above-mentioned statutory commitment, SDG also ts for share ts for share made the following special commitment: with 36 the SDG 2005-12-25 Long-term merger merger incentive reform reform months since the day the reform plan starts to take mechanism effect, SDG would not list at Shenzhen Stock was Exchange and sell the shares of Tellus it held immunity (except for the shares used to promote the to perform 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 9 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 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 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. Commitmen SDG, the controlling shareholder of the Company, ts for Immunity made a special commitment of incentive SDG Share 2014-06-26 2016-6-30 mechanism in Share Merger Reform. After that to perform Merger SASAC and Ministry of Finance jointly issued a 10 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Reform “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. Commitmen ts in report of acquisition or equity change Commitmen ts in assets reorganizati on The commitments to the fulfillment of information disclosure about the company business development are as follows: except for the Commitmen information has been disclosed publicly, the ShenZhen ts make in Company has not had the disclosed information Tellus Implementi initial public Other about asset acquisition and business development 2014-10-17 Long-term Holding ng offering or that has not been disclosed within one year. In the Co.,Ltd re-financing 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 Other SDG Horizontal In order to avoid the horizontal competition, the 2014-05-26 Long-term Implementi 11 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 commitment Competition company’s controlling shareholder, Shenzhen SDG ng s for medium and Co., Ltd., has issued the “commitment letter about small the avoidance of horizontal competition” on May shareholders 26, 2014. The full commitment letter is as follows: 1. The Company and other enterprises controlled by the Company except Test Rite Group haven’t occupied in any business that could substantially compete with the main businesses of 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 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 adopt cash, stock or the combination of cash and stock or other methods 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 ShenZhen first working day after the resolution date of the Commitmen Tellus shareholders' meeting. The company prefers to 2016-12-3 Implementi ts for 2014-06-03 Holding adopt the cash dividends to distribute profits. In 1 ng dividend Co.,Ltd 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 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 12 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 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 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 13 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 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 commitment s is not fulfilled on time, shall Not applicable explain the specify reason and the next work plan IV. Estimation of operation performance for year of 2016 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Not applicable V. Particular about security investment □ Applicable √ Not applicable 14 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 The Company had no security investment in Period. VI. Particulars about derivatives investment □ Applicable √ Not applicable The Company had no derivatives 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. 15 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Section IV. Financial Statement I. Financial statement 1. Consolidated Balance Sheet Prepared by Shenzhen Tellus Holding Co., Ltd In RMB Items Closing balance Opening balance Current assets: Monetary funds 164,058,426.73 159,184,710.93 Settlement provisions Capital lent Financial assets measured by fair value and whose change is recorded in current gains and losses Derivative financial liability Notes receivable Accounts receivable 2,371,704.69 562,051.31 Accounts paid in advance 8,228,194.71 6,454,769.40 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable 348,833.33 Dividend receivable Other receivables 9,967,724.31 11,128,001.89 Purchase restituted finance asset Inventories 8,054,506.83 16,151,336.61 Divided into assets held ready for sales Non-current asset due within one year Other current assets 145,519,674.72 165,565,445.21 Total current assets 338,200,231.99 359,395,148.68 Non-current assets: 16 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Granted loans and advances 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 205,646,228.36 220,180,721.29 Investment property 78,724,901.90 82,100,133.48 Fixed assets 130,839,375.58 136,583,565.00 Construction in progress 321,135,325.60 279,056,650.35 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 53,967,276.67 52,985,273.37 Expense on Research and Development Goodwill Long-term expenses to be 1,430,409.28 1,499,006.24 apportioned Deferred income tax asset 24,459,236.66 24,488,443.31 Other non-current asset 1,900,000.00 1,900,000.00 Total non-current asset 828,581,739.82 809,272,778.81 Total assets 1,166,781,971.81 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 21,245,494.85 27,417,068.61 Accounts received in advance 8,877,019.81 11,460,807.66 Selling financial asset of 17 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 repurchase Commission charge and commission payable Wage payable 21,977,131.78 19,639,738.81 Taxes payable 8,981,217.39 10,043,901.26 Interest payable Dividend payable Other accounts payable 182,611,185.44 193,797,786.68 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Divided into liability held ready for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 243,692,049.27 262,359,303.02 Non-current liabilities: Long-term loans Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable 3,920,160.36 13,972,779.67 Long-term wages payable Special accounts payable Projected liabilities Deferred income Deferred income tax liabilities 294,054.59 478,085.12 Other non-current liabilities 13,837,229.65 13,269,356.04 Total non-current liabilities 18,051,444.60 27,720,220.83 Total liabilities 261,743,493.87 290,079,523.85 Owner’s equity: Share capital 297,281,600.00 297,281,600.00 18 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 564,192,605.51 564,192,605.51 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 29,957,600.34 3,742,260.49 Total owner’s equity attributable to 894,384,392.17 868,169,052.32 parent company Minority interests 10,654,085.77 10,419,351.32 Total owner’s equity 905,038,477.94 878,588,403.64 Total liabilities and owner’s equity 1,166,781,971.81 1,168,667,927.49 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 Balance at period-end Balance at period-begin Current assets: Monetary funds 108,500,701.59 80,301,551.68 Financial assets measured by fair value and whose change is recorded in current gains and losses Derivative financial liability Notes receivable Accounts receivable Accounts paid in advance 122,280.00 101,280.00 Interest receivable 348,833.33 Dividend receivable Other receivables 94,994,874.50 93,744,827.52 Inventories Divided into assets held ready for sales 19 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Non-current asset due within one year Other current assets 140,000,000.00 145,000,000.00 Total current assets 343,617,856.09 319,496,492.53 Non-current assets: Finance asset available for sales 10,176,617.20 10,176,617.20 Held-to-maturity investment Long-term account receivable Long-term equity investment 678,592,495.75 682,223,207.17 Investment real estate 50,494,543.30 52,808,715.01 Fixed assets 16,507,990.34 17,096,105.47 Construction in progress 362,279.69 362,279.69 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 401,192.97 478,422.33 Expense on Research and Development Goodwill Long-term expenses to be apportioned 252,523.14 31,644.20 Deferred income tax asset 13,917,989.59 13,947,196.24 Other non-current asset Total non-current asset 770,705,631.98 777,124,187.31 Total assets 1,114,323,488.07 1,096,620,679.84 Current liabilities: Short-term loans 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 1,261,904.73 Wage payable 4,554,923.41 5,247,871.02 Taxes payable 592,517.86 592,579.23 Interest payable 20 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Dividend payable Other accounts payable 318,298,878.49 320,935,774.45 Divided into liability held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 324,708,224.49 326,776,224.70 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 324,708,224.49 326,776,224.70 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 -71,618,104.97 -91,388,913.41 Total owner’s equity 789,615,263.58 769,844,455.14 21 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Total liabilities and owner’s equity 1,114,323,488.07 1,096,620,679.84 3. Consolidated Profit Statement (this report period) In RMB Item Current Period Last Period I. Total operating income 83,602,167.07 73,318,969.97 Including: Operating income 83,602,167.07 73,318,969.97 Interest income Insurance gained Commission charge and commission income II. Total operating cost 75,859,504.57 62,658,959.82 Including: Operating cost 59,891,629.56 52,890,404.70 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 246,639.86 1,516,494.43 Sales expenses 3,891,996.50 3,240,724.46 Administration expenses 12,238,309.82 4,223,093.43 Financial expenses -409,071.17 788,242.80 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with 1,506,046.09 2,148,416.23 “-”) Including: Investment income on 677,104.98 762,114.87 affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with 9,248,708.59 12,808,426.38 “-”) Add: Non-operating income 8,560.80 33,203.05 Including: Disposal gains of 577.67 114.31 non-current asset 22 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Less: Non-operating expense 2.45 3,757.34 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) 9,257,266.94 12,837,872.09 Less: Income tax expense 776,681.80 1,818,452.37 V. Net profit (Net loss is listed with “-”) 8,480,585.14 11,019,419.72 Net profit attributable to owner’s of 8,467,387.22 11,044,774.84 parent company Minority shareholders’ gains and 13,197.92 -25,355.12 losses VI. Net after-tax of other comprehensive income Net after-tax of other comprehensive income attributable to owners of parent company (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial 23 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 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 8,480,585.14 11,019,419.72 Total comprehensive income 8,467,387.22 11,044,774.84 attributable to owners of parent Company Total comprehensive income 13,197.92 -25,355.12 attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.0285 0.0372 (ii) Diluted earnings per share 0.0285 0.0372 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 (this report period) In RMB Item Current Period Last Period I. Operating income 10,544,125.08 7,506,170.12 Less: operating cost 899,813.96 936,470.47 Operating tax and extras 55,693.33 420,345.54 Sales expenses Administration expenses 5,298,464.40 4,039,059.62 Financial expenses -15,694.57 962,004.03 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with 917,542.39 1,598,806.44 “-”) Including: Investment income on 89,377.99 647,957.13 affiliated company and joint venture II. Operating profit (Loss is listed 5,223,390.35 2,747,096.90 24 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 with “-”) Add: Non-operating income 2.10 Including: Disposal gains of non-current asset Less: Non-operating expense Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with 5,223,390.35 2,747,099.00 “-”) Less: Income tax expense 9,735.55 9,735.55 IV. Net profit (Net loss is listed with 5,213,654.80 2,737,363.45 “-”) V. Net after-tax of other comprehensive income (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 25 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 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 5,213,654.80 2,737,363.45 VII. Earnings per share: (i) Basic earnings per share 0.0175 0.0092 (ii) Diluted earnings per share 0.0175 0.0092 5. Consolidated profit statement (year-begin to end of this period) In RMB Item Current Period Last Period I. Total operating income 240,749,333.55 231,810,751.81 Including: Operating income 240,749,333.55 231,810,751.81 Interest income Insurance gained Commission charge and commission income II. Total operating cost 219,579,399.79 213,277,142.08 Including: Operating cost 172,714,010.44 169,829,908.61 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 2,650,366.07 4,364,159.61 Sales expenses 11,291,756.73 12,761,144.16 Administration expenses 33,043,336.94 21,004,009.73 Financial expenses -120,070.39 5,317,919.97 Losses of devaluation of asset 26 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with 6,606,617.05 2,772,806.33 “-”) Including: Investment income on 3,485,886.89 1,231,847.44 affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with 27,776,550.81 21,306,416.06 “-”) Add: Non-operating income 53,841.70 81,965.15 Including: Disposal gains of 28,682.04 17,208.33 non-current asset Less: Non-operating expense 5,767.29 41,075.27 Including: Disposal loss of 1,237.84 37,300.18 non-current asset IV. Total Profit (Loss is listed with “-”) 27,824,625.22 21,347,305.94 Less: Income tax expense 1,374,550.92 3,019,169.68 V. Net profit (Net loss is listed with “-”) 26,450,074.30 18,328,136.26 Net profit attributable to owner’s of 26,215,339.85 18,695,130.86 parent company Minority shareholders’ gains and 234,734.45 -366,994.60 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 27 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income 26,450,074.30 18,328,136.26 Total comprehensive income 26,215,339.85 18,695,130.86 attributable to owners of parent Company Total comprehensive income 234,734.45 -366,994.60 attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.0882 0.0688 (ii) Diluted earnings per share 0.0882 0.0688 Enterprise combine under the same control in the Period, the combined party realized net profit of 0 Yuan before combination, and realized 0 Yuan at last period for combined party 6. Profit Statement of parent company (year-begin to end of this period) In RMB Item Current Period Last Period I. Operating income 32,198,383.11 24,564,430.18 28 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Less: operating cost 2,686,818.35 2,797,064.96 Operating tax and extras 850,431.88 1,375,608.08 Sales expenses Administration expenses 14,493,743.07 10,657,039.59 Financial expenses 38,005.81 4,496,841.46 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with 5,670,631.08 2,384,794.35 “-”) Including: Investment income on 2,669,288.58 1,279,287.51 affiliated company and joint venture II. Operating profit (Loss is listed 19,800,015.08 7,622,670.44 with “-”) Add: Non-operating income 0.01 2.10 Including: Disposal gains of non-current asset Less: Non-operating expense Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with 19,800,015.09 7,622,672.54 “-”) Less: Income tax expense 29,206.65 29,206.65 IV. Net profit (Net loss is listed with 19,770,808.44 7,593,465.89 “-”) 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 29 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other VI. Total comprehensive income 19,770,808.44 7,593,465.89 VII. Earnings per share: (i) Basic earnings per share 0.0665 0.0280 (ii) Diluted earnings per share 0.0665 0.0280 7. Consolidated Cash Flow Statement (year-begin to end of this period) In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities 244,037,171.68 247,996,280.49 and providing labor services Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of amount from disposal financial assets that measured by fair value and with variation reckoned into current gains/losses 30 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 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 31,649,864.23 38,803,328.28 operating activities Subtotal of cash inflow arising from 275,687,035.91 286,799,608.77 operating activities Cash paid for purchasing commodities and receiving labor 143,284,565.42 124,429,614.48 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 45,521,147.58 39,164,297.75 Taxes paid 18,831,501.76 14,756,537.59 Other cash paid concerning 33,508,872.04 70,543,619.10 operating activities Subtotal of cash outflow arising from 241,146,086.80 248,894,068.92 operating activities Net cash flows arising from operating 34,540,949.11 37,905,539.85 activities II. Cash flows arising from investing activities: Cash received from recovering 235,800,000.00 218,400,000.00 investment Cash received from investment 11,567,683.11 7,787,479.44 income Net cash received from disposal of 195,140.57 31 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 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 247,367,683.11 226,382,620.01 activities Cash paid for purchasing fixed, 44,239,451.56 116,392,510.74 intangible and other long-term assets Cash paid for investment 216,300,000.00 438,400,000.00 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 260,539,451.56 554,792,510.74 activities Net cash flows arising from investing -13,171,768.45 -328,409,890.73 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 317,595,765.58 Cash paid for dividend and profit 16,495,591.67 4,665,177.61 distributing or interest paying Including: Dividend and profit of minority shareholder paid by 32 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 subsidiaries Other cash paid concerning 437,000.00 financing activities Subtotal of cash outflow from financing 16,495,591.67 322,697,943.19 activities Net cash flows arising from financing -16,495,591.67 337,500,271.84 activities IV. Influence on cash and cash equivalents due to fluctuation in 126.81 -4.76 exchange rate V. Net increase of cash and cash 4,873,715.80 46,995,916.20 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 164,058,426.73 127,041,585.85 equivalents at the period -end 8. Cash Flow Statement of parent company (year-begin to end of this period) In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 43,930,329.68 25,064,357.57 services Write-back of tax received Other cash received concerning 29,521,045.68 60,212,217.85 operating activities Subtotal of cash inflow arising from 73,451,375.36 85,276,575.42 operating activities Cash paid for purchasing commodities and receiving labor service Cash paid to/for staff and workers 12,826,665.62 11,901,652.33 Taxes paid 3,055,212.65 2,725,836.90 Other cash paid concerning 26,914,233.99 41,317,280.76 operating activities Subtotal of cash outflow arising from 42,796,112.26 55,944,769.99 operating activities 33 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Net cash flows arising from operating 30,655,263.10 29,331,805.43 activities II. Cash flows arising from investing activities: Cash received from recovering 205,000,000.00 150,000,000.00 investment Cash received from investment 9,301,342.50 7,405,506.84 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 214,301,342.50 157,405,506.84 activities Cash paid for purchasing fixed, 261,864.02 552,442.65 intangible and other long-term assets Cash paid for investment 200,000,000.00 575,000,000.00 Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing 200,261,864.02 575,552,442.65 activities Net cash flows arising from investing 14,039,478.48 -418,146,935.81 activities III. Cash flows arising from financing activities Cash received from absorbing 635,500,000.00 investment Cash received from loans Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 635,500,000.00 activities 34 深圳市特力(集团)股份有限公司 2016 年第三季度报告全文 Cash paid for settling debts 202,600,000.00 Cash paid for dividend and profit 16,495,591.67 3,630,720.91 distributing or interest paying Other cash paid concerning 437,000.00 financing activities Subtotal of cash outflow from financing 16,495,591.67 206,667,720.91 activities Net cash flows arising from financing -16,495,591.67 428,832,279.09 activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash 28,199,149.91 40,017,148.71 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 108,500,701.59 66,458,895.44 equivalents at the period -end II. Audit report Whether the third quarter report was audited or not □Yes √No The third quarter report of the Company has not been audited. 35