深圳市特力(集团)股份有限公司 2016 年年度报告全文
SHENZHEN TELLUS HOLDING CO., LTD
Annual Report 2016
April 2017
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深圳市特力(集团)股份有限公司 2016 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 charge of
accounting works and Liu Yuhong, person in charge of accounting organ
(accounting principal) hereby confirm that the Financial Report of 2016 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 2016 年年度报告全文
Contents
Section I Important Notice, Contents and Paraphrase ................................................................. 2
Section II Company Profile and Main Finnaical Indexes ............................................................. 5
Section III Summary of Company Business ................................................................................ 11
Section IV Discussion and Analysis of the Operation ............................................................... 14
Section V Important Events .......................................................................................................... 34
Section VI Changes in shares and particular about shareholders............................................... 54
Section VII Preferred Stock……………………………………………………………………….61
Section VIII Particulars about Directors, Supervisors,Senior Executives and Employees ...... 62
Section IX Corporate Governance ................................................................................................. 69
Section X Corporate Bonds ............................................................................................................. 76
Section XI Financial Report ............................................................................................................ 87
Section XII Documents available for reference ........................................................................... 192
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深圳市特力(集团)股份有限公司 2016 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 2016
year
Auto Industry and Trade Co., Refers to Shenzhen Auto Industry and Trade Corporation
Zhongtian Company Refers to Shenzhen Zhongtian Industrial Co,. Ltd.
GAC Refers to Gems & Jewelry Trade Association of China
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深圳市特力(集团)股份有限公司 2016 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
特力 A
(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, CNNC 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, CNNC Building, Shennan Middle 15/F, CNNC 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.
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
IV. Registration changes of the Company
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
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
1. On 31 March 1997, the 159,588,000 state shares held by Shenzhen Investment
Management Co., Ltd., the only non-circulation shareholder, were transfer to SDG;
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
Previous changes for controlling 13,717,440 shares, as the consideration of share merger reform, were transfer to
shareholders (if applicable) 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, Zhou Xuechun
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 31 December 2016
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
2016 2015 Changes over last year 2014
Operating income (RMB) 324,240,841.90 303,726,790.57 6.75% 464,987,527.80
Net profit attributable to
shareholders of the listed 27,193,562.63 42,768,789.52 -36.42% 10,345,217.67
Company(RMB)
Net profit attributable to
shareholders of the listed Company 24,233,716.21 28,588,480.42 -15.23% 8,775,007.16
after deducting non-recurring gains
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
and losses(RMB)
Net cash flow arising from
57,874,934.32 80,682,627.33 -28.27% 6,214,706.85
operating activities(RMB)
Basic earnings per share
0.0915 0.1538 -40.51% 0.0470
(RMB/Share)
Diluted earnings per share
0.0915 0.1538 -40.51% 0.0470
(RMB/Share)
Weighted average ROE 3.08% 6.21% -3.13% 5.53%
Changes over end of
End of 2016 End of 2015 End of 2014
last year
Total assets (RMB) 1,189,001,074.98 1,168,667,927.49 1.74% 806,324,777.80
Net assets attributable to
shareholder of listed Company 895,362,614.95 868,169,052.32 3.13% 191,880,262.80
(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
1st Q 2nd Q 3rd Q 4th Q
Operating income 79,720,863.02 77,426,303.46 83,602,167.07 83,491,508.35
Net profit attributable to
6,162,157.52 11,585,795.11 8,467,387.22 978,222.78
shareholders of the listed Company
Net profit attributable to
shareholders of the listed Company 5,078,709.90 10,371,062.11 7,630,829.51 1,153,114.69
after deducting non-recurring gains
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
and losses
Net cash flow arising from
3,260,759.65 20,710,746.71 10,569,442.75 23,333,985.21
operating activities
Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial
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 2016 2015 2014 Note
Gains/losses from the disposal of
non-current asset (including the write-off -51,690.07 -34,345.09 148,486.49
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/losses from entrust investment or
3,916,317.84 5,740,301.35
assets management
Gains/losses from contingency without
-1,192,618.90 -61,965.00 438,195.19
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
-70,940.53 118,638.89 248,824.36
except for the aforementioned items
Other items (gain/loss) conformed to the
definition of the extraordinary profit 9,722,688.86
(gain)/loss
Less: Impact on income tax -170,101.35 1,576,392.95 506,161.39
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Impact on minority shareholders’ equity
-188,676.73 132,446.96 32,544.06
(post-tax)
Total 2,959,846.42 14,180,309.10 1,570,210.51 --
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 2016 年年度报告全文
Section III Summary of Company Business
I. Main businesses of the Company in the reporting period
Does the Company need to comply with the disclosure requirements of the special industry
No
The Company's main business is car sales; car testing, maintenance and accessories sale during the reporting
periods; property leasing and service business. During the reporting period, the Company has been unswervingly
following the strategic planning to promote the Company's strategic transformation, taking the innovation-driven
development as a guiding principle, actively promoting the healthy development of existing main business, and
exploring the implementation of new business model to the jewelry business Transition. The Company's main
business and market conditions are as follows:
1, Car sales; car testing, maintenance and accessories sales: in 2016, facing the macroeconomic downward
pressure and the auto market in Shenzhen being affected by the promotion of new energy and purchase policy, car
sales are still greatly being affected. The destocking adjustment of auto enterprises and the state purchase tax
preferential policies have brought a certain living space to the car dealers, but the vehicle price fall and
intensifying of sales promotion continue to deepen the competition among car enterprises. During the reporting
period, the Company has implemented the fine data management, detailed the capital budget arrangements,
scientifically controlled the vehicle inventory, improved quality to promote sales, and explored benefits by sales
promotion. On the other hand, the Company has strictly controlled costs, committed to improving the single
production efficiency, and reduced the purchasing costs and management costs. The Company has achieved
annual car sales revenue of 138.7 million yuan, an increase of 2.81% over the same period of last year. At the
same time, taking use of the Company’s brand advantages in the automotive aftermarket to provide professional
car testing and maintenance services and enhance profitability. During the reporting period, the operating income
and gross margin of the Company's automobile inspection and maintenance and accessories sales businesses have
increased on a year-on-year basis, and car sales business has turned from deficits to profit.
2, Property leasing and services: with the extension of economic situation at the end of 2015, the jewelry industry
business had great fluctuations in 2016, the rental prices at the main markets in Shuibei and Buxin areas which
take the jewelers as lease objects showed a downward trend. The Company has promoted the assets management
efficiency by strengthening management, integrating resources, reducing self-use area, and improving rental price;
at the same time, the Company has handled the undue contracts with obviously low price or undated contracts by
legal approaches, restored the market price, and enhanced the property operating income. During the reporting
period, the property rental income has increased by 12.70% on a year-on-year basis.Property management
business: as a typical labor-intensive service industry, the labor costs of property service industry take a large
share in the total costs, in 2016, under the pressure of the rigid growth of human resource costs, the profit margins
of traditional property service industry have been reduced. With the advent of large data age, the property industry
starts turning to more scientific and refined management whether in management or customer relationship
handing. In the new situation, the Company increases income and reduces expenditure, increases management
fees and improves operating efficiency through the implementation of market-oriented reforms, strict control of
costs, loopholes blocking and other measures. Although the property management business has been profitable in
the reporting period，but by the company's property business is small、 low profit margins、labor costs continue
to grow and other factors, our profit growth will have some bottlenecks in the future.
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
3, Jewelry service: During the reporting period, the company transform the strategic to the jewelry industry
integrated service operators. Our company has invested in Anhui Tellus Starlight Jewelry Investment Co., Ltd. ，
and Anhui Tellus Starlight Jewelry Investment Co., Ltd. cooperation with Anhui Jinzun Jewelry Co., Ltd.
Co-founded Anhui Tellus Starlight Jinzun Jewelry Co., Ltd..This is a substantial step for the transform the
strategic to the jewelry industry integrated service operators.
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
Book value of the construction in progress till end of 31 st December 2016 amounting to
Construction in progress RMB 343.3653 million, an increase of RMB64.3087 million from a year earlier with
23.05% up. Mainly due to the continuous input on Shuibei Jewelry Building
Book value of other current assets till end of 31st December 2016 amounting to RMB
Other current assets 90.1239 million, a decrease of RMB75.4415 million from a year earlier mainly due to the
declined in financial products.
2. Main overseas assets
□ Applicable √ Not applicable
III. Core Competitiveness Analysis
Does the Company need to comply with the disclosure requirements of the special industry
No
1. Rich resources accumulation: Shenzhen jewelry market shares account for over 70% of the national jewelry
industry, Shuibei area is the core gathering area of Shenzhen jewelry industry and forms a huge domestic gold
jewelry enterprises cluster which covers the entire industry chain, including raw materials purchase, production
and processing, and wholesale sales, and has established good cooperation relationships with many jewelry
enterprises by providing various stable services for many leading enterprises in jewelry industry in Shenzhen over
the years. Therefore, with the help of resources at the leading jewelry enterprises with whom the company has
established strategic partnership, the company can gather jewelry enterprises and attract talents to enter Shuibei
industry park project.
2. Low-cost funds access:The macro economy has continued the downturn these years, the macroeconomic
downturn has caused a certain impact on the jewelry wholesale and retail industry, and the bank credit tightening
has caused continuous tension to the capital chain of jewelry wholesaler and retailer. As a listed company, the
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
company has diversified and low-cost financing channels; as a state-owned listed company with lower
asset-liability ratio, the company has low bank loan costs. Smooth financing channels and lower capital costs
provide strong financial supports for the company's transformation development and platform layout.
3. Clear strategic blueprint for third-party service providers: stay out of the competition among jewelers, drop out
of the third-party service positioning of specific management jewelry products, avoid the conflicts of interest
between the company and jewelry enterprises, which is helpful for the company to give full play to its own
advantages, establish in-depth relations with numerous jewelry brands and operators, integrate the entire industry
chain resources, and provide full services.
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Section IV Discussion and Analysis of the Operation
1. Introduction
In 2016, the world economy showed a profound adjustment, the global economic growth rate slowed down
compared with 2015, the growth pattern of developed economies generated differentiation, the overall growth rate
of emerging markets and developing economies gradually stabilized. During this year, the international trade
growth continued to slump, and global capital flows intensified. The domestic economic operation adjustment was
carried out in the downturn, the traditional industries declined while the emerging industries began to rise, the
overall national economy operation remained in a reasonable range, in 2016, the gross domestic product reached
74412.7 billion yuan, an increase of 6.7% on a year-on-year basis. The international and domestic economic
environment was still intricate, the fundamentals for stable and good economy were not solid. In the face of
complex external environment, the company unswervingly followed the strategic planning to promote the
company's strategic transformation, took innovation-driven development as a guiding principle, actively promoted
the healthy development of existing business, and explored the landing and implementation for new business
model under the leadership of the Board of Directors.
During the reporting period, the Company has achieved operating income of RMB 324.24 million, increased by
RMB 20.51 million compared with RMB 303.73 million in the same period of last year, an increase of 6.75%,
which is mainly due to the increase of income from property leasing and management. Total profits amounting to
RMB 30.49 million, a decrease of RMB 16.8 million compared with RMB 47.29 million in the same period of last
year, the net profit belonging to parent Company is RMB27.19 million, a decrease of RMB 15.58 million
compared with RMB 42.77 million in the same period of last year. After excluding the non-comparable factors
(During 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 RMB 9.72 million), the total profit has decreased
RMB 7.08 million, and the net profit belonging to shareholders of listed Company has a decrease of RMB 7.09
million.The main reason for the decrease in total profit over the previous year that was our stock company
(Shenzhen Dongfeng Motor Co., Ltd.)investment income fell sharply by 18.54 million yuan. Our holding compan
y operating profit has increased by 6.97 million yuan over the previous year.The net profit attributable to
shareholders of listed Company after deducting non-recurring gains/losses was RMB 24.23 million, a RMB 4.36
million declined on a y-o-y basis.
II. Main business analysis
1. Introduction
See the “I-Introduction” in “Discussion and Analysis of the Operation”
2. Revenue and cost
(1) Constitute of operation revenue
In RMB
2016 2015
y-o-y changes
Amount Ratio in operation Amount Ratio in operation
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
revenue revenue
Total operation
324,240,841.90 100% 303,726,790.57 100% 6.75%
revenue
According to industries
Auto sales 138,702,514.96 42.78% 134,916,197.98 44.42% 2.81%
Auto inspection and
maintenance and 51,777,605.75 15.97% 48,256,203.33 15.89% 7.30%
accessories sales
Property rental and
125,924,602.28 52,712,918.74 58.14% 17.10% 13.45%
service
According to products
Auto sales 138,702,514.96 42.78% 134,916,197.98 44.42% 2.81%
Auto inspection and
maintenance and 51,777,605.75 15.97% 48,256,203.33 15.89% 7.30%
accessories sales
Property rental and
125,924,602.28 52,712,918.74 58.14% 17.10% 13.45%
service
According to region
Shenzhen 316,404,722.99 226,210,269.82 28.51% 8.84% 6.00%
(2) About the industries, products, or regions accounting for over 10% of the Company’s operating income
or operating profit
√Applicable □ Not applicable
Does the Company need to comply with the disclosure requirements of the special industry
No
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 138,702,514.96 133,056,820.98 4.07% 2.81% 3.60% -0.73%
Auto inspection
and maintenance
51,777,605.75 40,440,530.10 21.90% 7.30% 5.03% 1.69%
and accessories
sales
Property rental
133,760,721.19 55,545,498.55 58.47% 10.95% 8.81% 1.68%
and service
According to products
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Auto sales 138,702,514.96 133,056,820.98 4.07% 2.81% 3.60% -0.73%
Auto inspection
and maintenance
51,777,605.75 40,440,530.10 21.90% 7.30% 5.03% 1.69%
and accessories
sales
Property rental
133,760,721.19 55,545,498.55 58.47% 10.95% 8.81% 1.68%
and service
According to region
Shenzhen 324,240,841.90 229,042,849.63 29.36% 6.75% 5.07% 1.13%
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 2016 2015
y-o-y
Sales volume vehicle 815 882 -7.60%
Auto sales (vehicle)
Storage vehicle 54 87 -37.93%
Reasons for y-o-y relevant data with over 30% changes
√Applicable □ Not applicable
Storage reduced mainly due to the implementation of defined sales management. We measure and calculate the vehicles for sales at
beginning of the year, and revised according to the market situation for purpose of reducing the storage time, and control the storage
in reason.
(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
In RMB
2016 2015
Increase/decrease
Industries Item Ratio in operation Ratio in operation
Amount Amount y-o-y
cost cost
Auto sales Auto 133,056,820.98 58.09% 128,438,474.70 58.92% 3.60%
Auto inspection
Accessory,
and maintenance 40,440,530.10 17.66% 38,505,305.64 17.66% 5.03%
maintenance and
and accessories
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
sales detection
Lease, property
Property rental
management and 55,545,498.55 24.25% 51,048,435.86 23.42% 8.81%
and service
other
Total 229,042,849.63 217,992,216.20 5.07%
Note
(6) Whether the changes in the scope of consolidation in Reporting Period
√Yes □ No
Totally 16 enterprises included in consolidate statement for year of 2016, comparing with last year, there are 2 susbidairis inclued:
Anhui Tellus Starlight Jewelry Investment Co., Ltd. and Anhui Tellus Starlight Jinzun Jewelry Co., Ltd.
(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) 19,214,313.73
Proportion in total annual sales volume for top five clients 5.93%
Ratio of the sales from related parties in total annual sales
1.56%
among the top five clients
Information of top five clients of the Company
Serial Name Sales (RMB) Proportion in total annual sales
Shenzhen Zung Fu Tellus Automobile
1 5,047,618.84 1.56%
Service Co., Ltd.
Shenzhen Jiafengcheng Industrial
2 4,656,263.25 1.44%
Development Co., Ltd.
Shenzhen Yiquan Investment Consulting
3 3,854,375.00 1.19%
Co., Ltd.
4 Shenzhen Hongjiayi Investment Co., Ltd. 3,532,190.48 1.09%
Zhuhai Junxiangyuan Restaurant
5 2,123,866.16 0.66%
Management Co., Ltd.
Total -- 19,214,313.73 5.93%
Other situation of main clients
□ Applicable √ Not applicable
Main suppliers of the Company
17
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Total purchase amount from top five suppliers (RMB) 169,519,318.71
Proportion in total annual purchase amount for top five
99.59%
suppliers
Ratio of the purchase from related parties in total annual
0.00%
purchase among the top five 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. 143,753,589.52 84.45%
Guangzhou Huatong Toyota Automobile
2 20,395,909.51 11.98%
Service Co., Ltd.
TOYOTA Motor (China) Investment Co.,
3 3,191,380.00 1.87%
Ltd.
Guangzhou Xinju Enterprise Development
4 1,142,198.68 0.67%
Co., Ltd.
5 Shenzhen Fengtong Auto Parts Co., Ltd. 1,036,241.00 0.61%
Total -- 169,519,318.71 99.59%
Other notes of main suppliers of the Company
□ Applicable √ Not applicable
3. Expenses
In RMB
Increase/decrease
2016 2015 Note of major changes
y-o-y
Sales expense 16,656,674.49 14,718,877.28 13.17%
Termination of the retiree benefits
Management expense 42,446,751.49 32,881,868.90 29.09% plans, write-down the management
cost of last year's
Mainly due to the decline of loan
Financial expense -505,960.97 4,343,688.83 -111.65%
interest
4. R&D investment
□ Applicable √ Not applicable
5. Cash flow
In RMB
18
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Item 2016 2015 Y-o-y changes
Subtotal of cash in-flow from
382,254,957.22 354,088,861.88 7.95%
operation activity
Subtotal of cash out-flow from
324,380,022.90 273,406,234.55 18.64%
operation activity
Net cash flow from operation
57,874,934.32 80,682,627.33 -28.27%
activity
Subtotal of cash in-flow from
413,663,270.79 372,580,441.92 11.03%
investment activity
Subtotal of cash out-flow from
374,327,206.62 732,978,461.70 -48.93%
investment activity
Net cash flow from investment
39,336,064.17 -360,398,019.78
activity
Subtotal of cash in-flow from
64,330,000.00 660,198,215.03 -90.26%
financing activity
Subtotal of cash out-flow from
82,228,479.17 361,209,488.42 -77.24%
financing activity
Net cash flow from financing
-17,898,479.17 298,988,726.61
activity
Net increased amount of cash
79,312,929.17 19,139,041.28 314.40%
and cash equivalent
Main reasons for y-o-y major changes in aspect of relevant data
√Applicable □ Not applicable
Item 2016 2015 Y-o-y changes Note
Subtotal of cash out-flow from 374,327,206.62 732,978,461.70 -48.93% The financial products investment
investment activity and constuction in prcess of
Zhongtain Company are nearly to
close, the project investment
declined
Net cash flow from investment 39,336,064.17 -360,398,019.78 Mainly because the cash flow
activity increased for redemption of the
financial products and y-o-y
decline in project investment
Subtotal of cash in-flow from 64,330,000.00 660,198,215.03 -90.26% The bank loans increased in the
financing activity Peirod, while the cash in-flow
from a year earlier due to the the
privately placement
Subtotal of cash out-flow from 82,228,479.17 361,209,488.42 -77.24% The loans payment declined,
19
深圳市特力(集团)股份有限公司 2016 年年度报告全文
financing activity mainly repay the loan principal
and interest for SDG, while repay
the loan principal and interst for
banks from a year earlier
Net cash flow from financing -17,898,479.17 298,988,726.61 At same period of last yera, cash
activity in-flow increased due to the
private placement and loans repaid
declined
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
□Applicable √Not applicable
III. Analysis of the non-main business
□ Applicable √ Not applicable
IV. Assets and liability
1. Major changes of assets composition
In RMB
End of 2016 End of 2015
Ratio
Ratio in total Ratio in total Notes of major changes
Amount Amount changes
assets assets
218,497,640.1
Monetary fund 18.38% 159,184,710.93 13.62% 4.76%
0
Account
113,736.64 0.01% 562,051.31 0.05% -0.04%
receivable
Inventory 11,038,915.69 0.93% 16,151,336.61 1.38% -0.45%
Investment
77,602,248.53 6.53% 82,100,133.48 7.03% -0.50%
property
Long-term equity 203,633,308.0
17.13% 220,180,721.29 18.84% -1.71%
investment 6
129,226,236.1
Fix assets 10.87% 136,583,565.00 11.69% -0.82%
6
Construction in 343,365,313.4
28.88% 279,056,650.35 23.88% 5.00%
process 6
Short-term loans 50,000,000.00 4.21% 4.21%
Long-term loans 12,000,000.00 1.01% 1.01%
20
深圳市特力(集团)股份有限公司 2016 年年度报告全文
2. Assets and liability measured by fair value
□ Applicable √ Not applicable
3. Right of the assets restrained till end of the Period
Ended as 31st December 2016, the intangible assets with ownership or use right concerned are restrained found
more in Section XI Financial Report- Note 6-46
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
21
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Cumulativ Ratio of
Total Usage of the
e raised cumulative
Total Total raised Total retained raised
capitals raised Raised
Total raised accumulati capital has accumulati capitals and
has capitals capitals idle
Year Way raised capital ve raised purpose of ve raised what is
purpose of has for more than
capitals used capitals uses capitals expected to
uses purpose of two years
in Period used changed in unused invested with
changed in uses
Period those capitals
total changed
The Company
used
temporarily idle
funds to
purchase
guaranteed
Non - financial
2015 Public 63,352 4,765.03 44,488.47 0 0 0.00% 18,863.53 products 140 0
Offering million Yuan,
raise funds
account
balances
amounting to
61,570,531.13
Yuan
Total -- 63,352 4,765.03 44,488.47 0 0 0.00% 18,863.53 -- 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 Tellus(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 47,650,300 Yuan, and accumulated to put into raised funds of
444,884,700 Yuan, including 47,650,300 Yuan used for Tellus Shuibei Jewelry Building in the reporting period..
(2) Situation of committed project of raised proceeds
√Applicable □Not applicable
In 10 thousand Yuan
Total Amount
Projects Total Amount Investme Predicted Profit Reach the Project
Committed investment investme invested
changed committe of nt serviceab realized predicted feasibility
projects &investment nt after in this
or not d accumula program le in this interest or was
of raised fund
(includin investme adjustme period
22
深圳市特力(集团)股份有限公司 2016 年年度报告全文
nt (1) ted till the condition year not changed
g nt of
changed raised investme period-en date of hugely or
partially) capitals nt till the d project not
period-en (3)=(2)/(1
d (2) )
Investment project commitment
Tellus Shuibei Jewelry 2017-07-
N 26,000 4,765.03 25,338.47 97.46% 0N N
Building 31
Liquid assets
N 37,352 0 19,150 51.27% 0N Y
supplementation
Subtotal of
-- 63,352 0 4,765.03 44,488.47 -- -- 0 -- --
commitment projects
Investment orientation for over raised fund
N/A
Total -- 63,352 0 4,765.03 44,488.47 -- -- 0 -- --
1. Tellus Shuibei Jewelry Building has currently completed the main construction, but is not ready for
inspection of acceptance, and temporarily unable to put into use. The project expected to accept earliest in
July 2017, exactly date come into service still unidentified.
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 according to the
project implementation progress.
(3) Jewelry e-commerce business: the jewelry e-commerce business market is highly competitive, payback
period is long, the Company needs to bear some business risks and long-playing losses, which may bring
adverse effects on the Company’s overall performance if investing the jewelry e-commerce platform
Situation about not according to the original plan under the current market situation, so the Company has decided to suspend
coming up to schemed the plan to use raised funds to invest in this project. The raised funds in the original plan shall be used for
progress or expected other projects.
revenue and the
(4)Jewelry retail market business:since 2015, by Jewelry industry consumption decline,rising property
reason(In specific
costs and other effects,large jewelry retail market was happens for running-down of business,revenue and p
project)
rofit, If the company continues to use the original plan to raise funds in order to set up a regional center for
medium-sized jewelry stores and 4 small professional jewelry store, this mode will use larger funds into je
welry retail market business. This mode is large of business risk, so the company decided to cancel the use
of funds to the project plan，and continue to research and explore the mode of jewelry retail market.
(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 goes smoothly and enough
23
深圳市特力(集团)股份有限公司 2016 年年度报告全文
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.
(1) Jewelry E-business: Jewelry e-commerce business: the jewelry e-commerce business market is highly
competitive, payback period is long, the Company needs to bear some business risks and long-playing
losses, which may bring adverse effects on the Company’s overall performance if investing the jewelry
e-commerce platform according to the original plan under the current market situation, so the Company
has decided to suspend the plan to use raised funds to invest in this project. The raised funds in the original
plan shall be used for other projects.
(2)Jewelry retail market business:since 2015, by Jewelry industry consumption decline,rising property
costs and other effects,large jewelry retail market was happens for running-down of business,revenue and p
rofit, If the company continues to use the original plan to raise funds in order to set up a regional center for
medium-sized jewelry stores and 4 small professional jewelry store, this mode will use larger funds into je
welry retail market business. This mode is large of business risk, so the company decided to cancel the use
of funds to the project plan，and continue to research and explore the mode of jewelry retail market.
Explanation on great (3) Jewelry training business: this project has not yet been put into use. The Company has started to
changes of feasibility investigate some schools in early 2015 and found that there are already many jewelry training schools in
of project 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 goes smoothly and enough
resources are accumulated. The raised funds in the original plan shall be used for other projects.
(4) 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.
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
24
深圳市特力(集团)股份有限公司 2016 年年度报告全文
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
deliberated and approved the motion about replacing the self-raised funds beforehand invested in
Particular about the fundraising project with the raise funds, and agreed the Company to replace the self-raised funds of
advanced input and 114,162,000 Yuan invested in fundraising project with the raise funds, of which 15.6 million Yuan was
replacement 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
Balance of the amount Not applicable
for raised-fund
investment project after
implementation and
reasons
The reserved raised-fund was saving in specific account in regulation of the Management System for
Raising Funds; the fund will contribute for the follow-up construction of the raised-fund projects. On 28
April 2016, the 4th session of 8th BOD and the AGM 2015, held on 20 May 2016 for deliberating and
approved the proposal of Purchasing Financial Products with Part of the Raised-Funds and Self-owned
Use of funds and Capital, that is, in the premise of guarantee no impact on construction process of the raised-fund projects,
allocation for reserved in one year since the AGM resolution agreed, use the accumulate idle raised-fund up to 800 million Yuan
raised capital for purchasing short-term guaranteed financial products; cumulative amount of the idle raised-fund up to
200 million Yuan use for purchasing low-risk and highly liquid financial products. Among the above said
limit, the funds can be scroll to used; during the implementation, the investment balance will not over 300
million Yuan at any point of time. Till end of 31 st December 2016, the balance of cash management used
from idle raised-fund amounting to 140 million Yuan.
Issues or other
conditions found in use
N/A
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
25
深圳市特力(集团)股份有限公司 2016 年年度报告全文
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 58.96 287,712,864. 247,402,952. 18,857,837.5 -1,483,065.9 -3,329,532.9
Industry and Subsidiary and
million 45 60 9 2 2
Trade accessories
Corporation
Auto
Shenzhen SD
maintenance
Huari
and US$ 5 74,514,337.9 28,746,274.2 37,018,805.7 -1,498,738.5 -1,780,393.9
Automobile Subsidiary
production million 4 2 7 1 2
Enterprise
and sales of
Co.Limited
accessories
Shenzhen
Zhongtian Property RMB 267.25 413,109,786. 283,399,834.
Subsidiary 5,338,322.79 -653,030.87 -652,386.13
Industrial rental million 76 61
Co., Ltd
Shenzhen
Huari Toyota Sales of RMB 2 42,469,730.8 -4,335,246.8 192,287,794.
Subsidiary 2,611,675.12 2,573,764.62
Automobile automobile million 1 8 93
Sales Co. Ltd
Shenzhen Manufacture
Xinyongtong of inspection
RMB 19.61
Auto Vehicle Subsidiary equipment 9,793,955.41 3,146,488.40 4,592,187.92 857,662.37 619,708.24
million
Inspection for motor
Equipment vehicle
26
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Co., Ltd.
Shenzhen
Tellus Inspection
Xinyongtong and repair of RMB 32.90 87,834,474.7 47,631,351.7 12,397,827.8
Subsidiary 3,250,202.45 2,360,168.92
Automobile motor million 2 8 6
Development vehicle
Co. Ltd
Shenzhen SD Real estate
Tellus Real developmen RMB 31.15 28,487,667.8 -3,259,467.0 -3,259,467.0
Subsidiary 8,775,446.23
Estate Co., t and million 4 1 1
Ltd operation
Shenzhen SD
Tellus
Property RMB 29,506,313.0 47,104,203.4
Property Subsidiary 8,858,143.98 2,664,500.45 1,814,171.16
management 7.05million 6 9
Management
Co., Ltd
Shenzhen
Tellus Real Trading
RMB 2
Estate Subsidiary agency of 2,575,407.25 2,448,272.00 -1,933.81 -1,933.81
million
Exchange real estate
Co. Ltd
Anhui Tellus
Starlight Jewelry
RMB 9.8
Jewelry Subsidiary sales, jewelry 3,051,496.24 3,051,476.24 -278,523.76 -278,523.76
million
Investment investment
Co.,Ltd.
Anhui Tellus
Starlight Jewelry
RMB 13
Jinzun Subsidiary sales, jewelry 3,051,437.91 3,051,417.91 -278,582.09 -278,582.09
million
Jewelry Co., investment
Ltd.
Shenzhen
Zung Fu
Tellus Joint stock Car sales and RMB 30 403,060,023. 216,329,945. 1,096,050,12 33,458,798.0 26,479,750.0
Automobile Company maintenance million 00 00 4.00 0 0
Service Co.,
Ltd.
Manufacture
Shenzhen
and
Dongfeng Joint stock RMB 100 588,021,675. 142,933,278. 573,229,481. -30,923,813. -22,704,239.
maintenance
Automobile Company million 56 22 00 40 56
of
Co., Ltd.
automobile
27
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Investment in
Shenzhen
industry,
Tellus Gman Joint stock RMB 451,046,092. 114,361,826. -5,237,564.8 -5,237,564.8
property 5,059,107.47
Investment Company 123,704,960 71 63 0 0
management
Co., Ltd.
and leasing
Particular about subsidiaries obtained or disposed in report period
√Applicable □Not applicable
Impact on overall operation and
Name Way to obtained and dispose in the Period
performance
The enterprise is not official open yet and
Anhui Tellus Starlight Jewelry Investment
Newly established subsidiary has minor impact on the performance in
Co.,Ltd.
the Period
The enterprise is not official open yet and
Anhui Tellus Starlight Jinzun Jewelry Co.,
Newly established subsidiary has minor impact on the performance in
Ltd.
the Period
Notes of holding and shareholding companies
VIII. Structured vehicle controlled by the Company
□ Applicable √ Not applicable
IX. Future Development Prospects
I Industry structure and trends
In recent years, the high-speed development of jewelry industry has encountered bottlenecks and continued
downturn, in 2016, excess processing capacity, over-supply of jewelry market, and surplus jewelry products still
restricted the development of jewelry industry. Low raw materials prices and increasingly fierce competition in
the market made the entire jewelry industry face reform and innovation, structural adjustment and transformation
and upgrading.
In 2016, the jewelry industry and market have shown some bright spots. According to the preliminary statistics of
Gems & Jewelry Trade Association of China, in 2016, the terminal market sales of China's jewelry industry has
remained 500 billion Yuan or more, and is still one of the world's largest and most important jewelry markets, the
consumption of multiple jewelry categories rank top in the world. Among them, the product sales of gold, silver,
platinum, jade, and pearl rank first in the world, diamond consumption ranks second in the world, the
consumption of color gemstones and semi-precious stones is also the world's leading level; product sales of
various categories in domestic jewelry market take turns to grow and reduce, the product sales of some categories
decline while some grow on a year-on-year basis, which indicates the purchasing power of consumers to jewelry
has no decline, and also means that the diversification trend of jewelry market has been further strengthened; at
the same time, along with the sharp rise of young middle class and consumption upgrades, the consumption
patterns also gradually change from the marketing era to the essence of products.
28
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Benefiting from the stable growth of disposable income and the steady improvement of cultural life level, the
medium and high-end consumer markets have entered a stage of rapid development, as a jewelry market with
materials, finance and cultures, it will have more profound material and cultural bases, the growth space of the
industry's future market is huge. The company will use the opportunity of industry transformation, closely focus
on the strategic objectives, actively lay out jewelry market, promote resources integration of various business
areas, and build industrial ecosphere.
II The company's future development strategy
Since the establishment of strategic development direction, the company has formed the planning ideas that take
physical platform of Tellus Shuibei jewelry industry park as the base, build design creativity and weimob wechat
business platform; establish regional channel platform and regional retail terminal platform, and build the whole
industry chain trading services platform; take financial services as a link to achieve the interconnection of all
platforms, build large data center for jewelry industry, focus on creating Tellus jewelry industry ecosphere.
During the reporting period, in the absence of industry accumulation, the company has profoundly investigated
and surveyed all areas, links, elements of industrial chain, based on the positioning of their own third-party
operating service platform, on the one hand, deeply explored the upstream characteristics of Shuibei industry, on
the other hand, deepened into different areas, jeweler inside, departed from the core link of industrial chain,
started from the pain points of industry and enterprise, looked for potential opportunities, and further formed the
overall development strategy of the company's jewelry industry ecosphere.
(i) Physical platform: Physical platform is the core of the company's overall strategy
1, At present, the phase I project of Tellus Shuibei Jewelry Building in Shuibei jewelry industry park has entered
the final stage of completion, the initial acceptance quality has basically met requirements, it’s expected to
complete the planning and completion acceptance in July 2017. Shuibei Jinzuo Building, mainly constructed by
the joint venture - Shenzhen Tellus Gman Investment Co., Ltd., has passed the planning acceptance in October
2016, obtained the construction project acceptance certificate, and its office building and commercial podium
building have been put into operation. Xinglong Gold Jewelry Building (formerly known as "Shenzhen Shuibei
Xinglong R & D Center Building") project, mainly constructed by joint stock company Shenzhen Xinglong
Machinery Co., Ltd., has completed acceptance in June 2016, and should proceed with the planning acceptance
after the public roads in industrial park achieving the delivery and use standards. In 2017, the company will
promote the Tellus Shuibei Jewelry Building(Phase II) at Tellus Gman Industrial Park and try to startup project.
2, Shenzhen jewelry mainly concentrated in Shenzhen Luohu Shuibei - Buxin areas.Since the second half of 2016,
the government of Luohu District has formulated Shuibei - Buxin jewelry industry supply side strategy of
structural reforms, Luohu's jewelry industry towards "a base, four centers". The formation of the three area（Buxin
ecological innovation industrial community、North Shuibei jewelry industry gathering area and South Shuibei
ecological livable community）of the overall planning structure. The company is the largest owner of Tellus Gman
Gold Jewelry Industrial Park in North Shuibei jewelry industry gathering area，and has completed planning of two
sub units （04.05） in the project（Luohu District,Dongxiao Street,Buxin Industrial area,Urban renewal unit
planning project). Have a number of properties in Buxin Industrial area, and the company transformation of
29
深圳市特力(集团)股份有限公司 2016 年年度报告全文
strategy accord with the reform strategy of the government of Luohu District. The company will use Shuibei -
Buxin industrial upgrading and enhance the comprehensive environment,the transformation of the company
strategy in accordance with the Luohu District government reform strategy, the company will use water Pui - cloth
heart kilometer industrial upgrading and enhance the comprehensive environment, for the upgrading project
started in 2017 on cloth heart kilometer related property, and vigorously promote the transformation and
upgrading of the company's property, and improve the development of Bentley jewelry the physical platform of
industry. try to started in 2017 for the upgrade project on Buxin related property, promote the upgrading of the
company's property, to improve and develop the physical platform of Tellus jewelry industry.
(ii) Regional channel platform
During the reporting period, the company has initially comprehend and grasped the characteristics of every link of
the industry chain through the accumulation at an earlier stage and by combing the core links of jewelry industry
chain and deeply investigating and surveying key areas and key merchants. On this basis, the company has put
forward the innovative regional channel platform business model in the industry, planned to unite the local
channel partners with strong power in all key areas across the country, gathered their wholesale business and
channels, combined with jewelry financial services, industrial chain supporting services, large data services and
design innovation services, and established the jewelry ecosphere with regional voice. Regional channel platform
is the entry point and an important part of the company's overall strategy, which plays a decisive role in the
landing and implementation of strategies. The implementation plans to promote regional channel platform
project in 2017, breakthrough a specific areas, operation the platform, and on the basis of a single regional
channel platform running smoothly, the regional platform to a number of key areas of the country to replicate and
extend, finally formation of a national channel platform, through the national network of jewelry industry
upstream and downstream to produce a preliminary market influence.
(iii) Regional retail terminal platform
During the reporting period, Our company has invested in Anhui Tellus Starlight Jewelry Investment Co., Ltd. ，
and Anhui Tellus Starlight Jewelry Investment Co., Ltd. cooperation with Anhui Jinzun Jewelry Co., Ltd.
Co-founded Anhui Tellus Starlight Jinzun Jewelry Co., Ltd.. This is a substantial step that the company made for
the strategic goal of transforming to be the integrated operation service provider in jewelry industry according to
the strategic development plan, taking Anhui Tellus Starlight Jinzun Jewelry Co., Ltd. as a window to enter
jewelry industry, arranging and investing and establishing regional jewelry retail shopping malls in suitable areas
at the right time by cooperating with excellent jewelry dealers and with the help of high-quality channel resources
and industry resources so as to grasp the jewelry terminal operating mode, obtain consumption data, and enhance
the company's profitability and sustainable development capacity, which has a positive meaning to the company's
future development. The company plans to carry out the first regional jewelry retail mall official operation in 2017,
with the high-quality channel resources and industry resources, we can expand in key areas. When the business
model to be successful，after the project has been verified，using a variety of ways，copy and expand the jewelry
retail market in a number of regions across the country. By then, the retail terminal platform can provide terminal
supports and industry environment tentacles for Shuibei jewelry industry park physical platform and provide
downstream supports for the company's industrial chain business.
30
深圳市特力(集团)股份有限公司 2016 年年度报告全文
(iv) Design and entrepreneurial platform
In view of the current product low-end homogeneous competition, the lack of intellectual property protection and
the low production efficiency formed by the long-term extensive development in the domestic jewelry industry,
the company plans to start from the design side, promotes the consumption concept upgrade of jewelries, create
innovative projects with boutique brands and designer brands by discovering and exploring the value of jewelry
design originality, while builds basic environment even more in favour of entrepreneurship and innovation by
promoting the R & D upgrade of intellectual property protection and intelligent manufacturing equipment, and
achieves the construction of jewelry industry full-chain service system.
(v) Jewelry financial services
According to the company's strategic structure and the company's physical platform construction progress, the
company plans to establish industry credit customer system by providing targeted financial services in the
industry upstream, midstream and downstream, and penetrates the jewelry financial services throughout the
industry chain. In the future, take use of online and offline channels to launch financial products and financing
solutions, and gradually establish the finance industry closed loop of supply chain finance, commercial factoring,
guarantee business, finance leasing, internet finance and other services. As a link, the financial services platform
will deeply integrate into Shuibei jewelry industry park physical platform, regional channel platform and regional
retail terminal platform business, and become an important support for the company's future business.
(vi) Jewelry industry ecosphere
Finally, through the landing and implementation of above planning, the company takes the physical platform and
the regional platform located in Shuibei industry park as the entry points and the regional channel platform and
retail terminal platform as the grasps to build the comprehensive jewelry financial services for the whole industry
chain, transaction services, design and entrepreneur services for the whole industry chain, one side links with
industries, capital, and business partners, and another side links with the mutual supports and interconnection
between designers, products, users, platforms, sections and services so as to jointly build the third - party service
platform for jewelry industry and create jewelry industry ecosphere.
III The company’s business plan
(i) Review and summary
In the previous year, the company established the development strategy and 2016 business plan. During the
reporting period, in the aspect of transformation business, the company has had a better understanding about the
characteristics of jewelry industry, the core links of industrial chain and pain points of enterprises, and tried the
implementation and landing of transformation business in accordance with the development strategy, closely
centered on the strategic thinking of transforming to be integrated service operators in jewelry industry, fully
promoted the transformation, adopted various means to drive the implementation of business model, and made
some progress in various platform projects; in the aspect of internal management,
the company has strengthened internal control, intensified budget enforcement, controlled costs, reduced costs,
improved the control and management capabilities to existing business, and the annual business tasks have been
successfully completed.
31
深圳市特力(集团)股份有限公司 2016 年年度报告全文
(ii) Business plan in 2017
1, Steadily improve the existing business profitability
In 2017, the stock business shall still be an important part of the company's business scale and profit guarantee. As
for the car business, the company will strictly control various costs and expenses, strengthen the controls to
enterprise and operating departments, optimize the car sales structure, multidimensionally develop income
projects, and seek profit growth; as for the property leasing and services, the company will optimize the structure
and vitalize the resources, enhance the property leasing grade, fully tap the potential utilization of self-use housing
so as to enhance the profitability and increase rental income. For effective use and improve efficiency of resources,
the company to plan and deploy the company's existing properties in 2017. According to the current situation of
the property upgrading program, provide support to the company to transform the jewelry industry and a
physical platform.
2, Rapidly promote the implementation of transformation business
The company will steadily and rapidly promote the transformation work in accordance with the established
strategic direction: on the one hand, achieve the opening and operation of Tellus Shuibei Jewelry Building as soon
as possible, timely promote the development and construction of No. 3 block at Tellus Gman Industrial Park
(Phase II); On the other hand, promote the implementation of regional channel platform and retail terminal
platform, and refine the implementation program and path for design, entrepreneurial platform and financial
services. With the opportunity of strategic transformation, strive to expand businesses, improve the company’s
efficiency, and reward the investors.
3, Establish mechanism for reserve of talents
Improve the talent, assessment incentives and other supporting measures and the training mechanism for reserve
management personnel, implement the talent training of key positions, strengthen the training and management
effects, and promote the rational allocation of human resources; reserve the professionals for transformation in
advance according to the needs so as to meet the needs of the company’s business transformation and projects
landing.
4, Strengthen the cultural construction
Strengthen the party building, continue to deeply carry out "two studies and one do" and anti-corruption work,
lead the corporate culture construction by party building, create positive, courageous work atmosphere full of
positive energy, and promote the healthy development of the enterprise.
(iii) Funds required for the company’s future development
The company has completed the non-public offering of shares in March 2015, and the raised funds have all been
in the account. The company will strictly follow the placement supervision methods to regulate the arrangements
for the expenditure of funds so as to maximize the effectiveness of raised funds. At the same time, the company
will maximize the use of temporary idle funds, actively carry out cash management and improve the use
efficiency of funds.
In the future, in order to enhance the business development capability, the company will make full use of the
various financial instruments in the domestic and overseas markets through the pooling of funds, reduce the cost
of capital use, further expand the financing channels, and innovate the financing methods so as to meet the capital
32
深圳市特力(集团)股份有限公司 2016 年年度报告全文
needs for development.
(iv) Possible risks and response measures
1, Construction in progress: the project construction and development plans and completion plans may be affected
by the following force majeure factors:
(1) Changes in laws and regulations may have an impact on the project development;
(2) The license procedures processing of the audit institutions to the development project may have an
impact on the development progress of the project;
(3) The demolition progress of the project involving demolition may have an impact on the project
progress;
(4) Significant weather changes may have an impact on the project progress;
(5) Other unpredictable major events may have impacts on the project progress.
2, Existing business: the current situation of jewelry industry is grim, although the company’s operating
performance is in an opposite trend and has turned losses into gains, the relevant industry has not yet formed core
competitiveness, before the jewelry project producing benefits, the company still needs to rely on the existing
business to maintain profitability, and faces greater operating pressure. The company will be market-oriented,
optimize and adjust the main business structure, fully revitalize its own resources, improve business management
and cost control level, and enhance the profitability of existing main businesses.
3, Transformational business: through the repeated market researches in the past two years, the company has a
more clear understanding about the characteristics of jewelry industry, the core links of industrial chain and the
corporate pain point, and begins to try to implement the transformational business. But the market research still
has some limitations, there are large uncertainties whether the platform can graft the jewelry financial services to
leverage the entire supply chain. From the external environment, 2016 is a serious year of the jewelry industry
shuffling, there are still uncertainties whether the industry can bottom out. In this regard, the company will
strengthen the transformation faith, carefully lay out, seek the industry value depression at the low-tide period,
strengthen the risk control, build operation teams and regulatory agencies based on the company's own staff, and
ensure that the landed projects are efficient and controllable.
X. Reception of research, communication and interview
1. In the report period, reception of research, communication and interview
□ Applicable √Not applicable
No reception of research, communication and interview in the Period
33
深圳市特力(集团)股份有限公司 2016 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
The company attaches great importance to the reasonable returns for investors, the Articles of Association clearly
defines the standards and proportions of cash dividends, the decision-making procedures and mechanisms, and the
form of profit distribution. The company strictly complies with the Articles of Association and the resolutions of
the shareholders' general meeting, the dividends standards and proportions are clear, relevant decision-making
procedures and mechanisms are complete, the independent directors are responsible and give play to their duties,
the medium and small shareholders have the opportunities to express their opinions and demands, and the
legitimate rights and interests of medium and small shareholders are fully maintained. During the reporting period,
the company has not implemented profit distribution.
Special description on cash dividend policy
Whether it meets the requirements of the Article of Association
Y
or the Resolution of the General Meeting (Y/N):
Whether the bonus standards and proportion is clear and
Y
well-defined (Y/N):
Whether has a completed relevant decision-making procedures
Y
and mechanism (Y/N):
Whether independent directors fulfill duties and play a due role
Y
(Y/N):
Minority shareholders whether has opportunity of full expression
and appeals, the legal interest of the minority are being protected Y
totally (Y/N):
As for the adjustment and change of cash bonus policy, the
condition and procedures whether meets regulations and Y
transparent (Y/N):
Distribution plan (pre-pan) for common stock dividends, capitalization scheme of capital reserve (pre-plan) in latest three years
(including this period)
The parent Company’s retained profit ended as 2014 and 2015 was -109673700 Yuan and -91388900 Yuan respectively, which is no
profit distribution and cash bonus carried out for fails to meet the condition of dividends; the net profit attributable to shareholder of
parent Company in consoldiation statement for year of 2016 was 27,193,562.63, the retained profit in consoliate statement ended as
31st December 2016 was 30,935,823.12 Yuan, retaiend profit of the parent Company amounting to -55,254,452.82 Yuan, the year of
2016 has no plan of profit distribution and capitalization scheme due to the negotive retained profit from parent Company.
Cash dividend of common stock in latest three years (including the reporting period)
34
深圳市特力(集团)股份有限公司 2016 年年度报告全文
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
2016 0.00 27,193,562.63 0.00% 0.00 0.00%
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%
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
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
Commit
Commitm Commitmen Implementa
Promise commitment Content of commitments ment
ents t date tion
term
s
(I) Commitments during the work of Share Merger Other
Reform of the Company: commitmen
1. Commitments on Lock-up period t has
(1) In accordance with the Measures for the completed,
Commitm
Commitmen
ents for Administration of the Share Merger Reform of Listed Long-ter the special
ts for share
share SDG 2005-12-25
merger Companies, SDG would abide by the various laws, m commitmen
merger
reform
reform regulations and rules, and perform its statutory t of
commitment duty. incentive
(2) Apart from the above-mentioned statutory mechanism
commitment, SDG also made the following special has
35
深圳市特力(集团)股份有限公司 2016 年年度报告全文
commitment: with 36 months since the day the reform exempted
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
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
36
深圳市特力(集团)股份有限公司 2016 年年度报告全文
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 the
Commitmen
ts for relevant regulations and requirement, relevant
Exempted
Share commitments are not implemented as a result. On 26 2016-6-
SDG 2014-06-26 performanc
Merger June 2014, the Company actively communicating with 30
e
Reform 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.
Commitm
ents in
report of
acquisition
or equity
change
Commitm
ents in
assets
reorganiza
tion
The commitments to the fulfillment of information
Commitm disclosure about the Company business development
ents make are as follows: except for the information has been
Shenzhen
in initial disclosed publicly, the Company has not had the
Tellus Long-ter Implementi
public Other disclosed information about asset acquisition and 2014-10-17
Holding Co., m ng
offering or business development that has not been disclosed
Ltd.
re-financin within one year. In the future, the Company shall
g timely, accurately and adequately disclose the relevant
information according to the progress of new business
37
深圳市特力(集团)股份有限公司 2016 年年度报告全文
and the related requirements.
Equity
incentive
commitme
nt
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.
Horizontal The full commitment letter is as follows: 1. The Long-ter Implementi
SDG 2014-05-26
Competition Company and other enterprises controlled by the m ng
Company except Tellus 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
Other
implement positive profit distribution approaches to
commitme
reward the shareholders, details are as follows: 1. The
nts for
Company’s profit distribution can adopt cash, stock or
medium
the combination of cash and stock or other methods
and small
permitted by law. The foreign currency conversion rates
shareholde
of domestically listed foreign shares dividend are
rs
Shenzhen calculated according to the standard price of HK dollar
Tellus Dividend against RMB announced by People's Bank of China on 2016-12
2014-06-03 Completed
Holding Co., commitment the first working day after the resolution date of the -31
Ltd. 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 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
38
深圳市特力(集团)股份有限公司 2016 年年度报告全文
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 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
39
深圳市特力(集团)股份有限公司 2016 年年度报告全文
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)
As for the
commitme
nt out of
the
commitme
nt time, Not applicable
explain the
specific
reasons
and further
plans
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
40
深圳市特力(集团)股份有限公司 2016 年年度报告全文
□ 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.
VIII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
√Applicable □Not applicable
Totally 16 enterprises included in consolidate statement for year of 2016, comparing with last year, there are 2 susbidairis inclued:
Anhui Tellus Starlight Jewelry Investment Co., Ltd. and Anhui Tellus Starlight Jinzun Jewelry Co., Ltd.
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
3
accounting firm
Name of domestic CPA Yuan Longping, Zhou Xuechun
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.
X. Particular about suspended and delisting after annual report disclosed
□ Applicable √ Not applicable
XI. Bankruptcy reorganization
□ Applicable √ Not applicable
41
深圳市特力(集团)股份有限公司 2016 年年度报告全文
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.
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
Whethe
Trading r over
Related Availabl
Clearin
Content transacti Proporti limit the Index
Type of g form e Date of
of Pricing Related on on in approve approve of
Related Relation related for
related principl transacti amount similar similar disclosu
party ship transacti related
transacti e on price (in 10 transacti d (in 10 d disclos
on transacti market re
on thousan ons (%) thousan limited ure
on
d Yuan) price
d Yuan) or not
(Y/N)
Director
,
Shenzhen supervis Agreed
Zung Fu or and Routine Referen by
Tellus senior related House ce contract
530 530 5.97% 530 N 530
Automobi executiv transacti leasing market or
le Service es of the on pricing agreeme
Co., Ltd. Compan nt
y serves
director
42
深圳市特力(集团)股份有限公司 2016 年年度报告全文
of the
enterpri
se
Total -- -- 530 -- 530 -- -- -- -- --
Detail of sales return with major
N/A
amount involved
Report the actual implementation of
the daily related transactions which
were projected about their total N/A
amount by types during the reporting
period (if applicable)
Reasons for major differences
between trading price and market N/A
reference 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)
43
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Loan
Majority
SDG principal for 6,300 6,300 268 0
shareholder
the HQ
Intercourse
Majority
SDG funds and 4,794 321 1,929 3,186
shareholder
loan interest
Loan
principal of
Majority Hurari
SDG 1,887 8 53 1,879
shareholder Company
and other
emperies
Impact on operation results
Total profit decreased 3.21 million Yuan due to the interest expenses increased in the Year
and financial status
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)
Related
Actual date of Guarante
Announce Actual Implemen
Name of the Company Guarantee happening (Date Guarantee Guarantee
ment guarantee e for
guaranteed limit of signing type term ted (Y/N)
disclosure limit
agreement) related
date
44
深圳市特力(集团)股份有限公司 2016 年年度报告全文
party
(Y/N)
To the expire
Shenzhen Zung Fu
date of joint
Tellus Automobile 2014-09-30 3,500 2007-04-17 3,500 Pledged N Y
venture
Service 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)
24 June 2014
Shenzhen Zhongtian Joint liability
2014-05-07 30,000 2014-06-24 30,000 to 23 June N Y
Industrial Co., Ltd guaranty
2024
Shenzhen Zhongtian General To 25 June
2014-03-17 4,140 2014-03-17 4,140 Y Y
Industrial Co., Ltd guarantee 2016
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in report 0 34,140
subsidiaries in report period
period (B1)
(B2)
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 30,000 30,000
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)
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in report 0 0
subsidiaries in report period
period (C1)
(C2)
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 0 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 37,640
(A1+B1+C1) period (A2+B2+C2)
45
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Total amount of approved Total balance of actual
guarantee at the end of report 33,500 guarantee at the end of 33,500
period (A3+B3+C3) report period (A4+B4+C4)
The proportion of the total amount of actually guarantee in the net
37.42%
assets of the Company (that is A4+ B4+C4)
Including:
Amount of guarantee for shareholders, actual controller and its
0
related parties(D)
Proportion of total amount of guarantee in net assets of the
0
Company exceed 50%(F)
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
Huali
principal
Branch of Guarantee 2016-01- 2016-04-
N 3,000 and 3,000 23.65 23.65 23.65
Everbrigh d income 18 18
interest
t Bank
payment
Co., Ltd.
at
46
深圳市特力(集团)股份有限公司 2016 年年度报告全文
maturity
Repayme
nt of
Shenzhen
principal
Branch of Guarantee
2016-02- 2016-05- and
Everbrigh N d floating 3,000 3,000 23.65 23.65 23.65
15 15 interest
t Bank income
payment
Co., Ltd.
at
maturity
Repayme
nt of
Shenzhen
principal
Branch of Guarantee
2016-02- 2016-06- and
China N d floating 3,000 3,000 24.32 24.32 24.32
26 02 interest
CITIC income
payment
Bank
at
maturity
Repayme
Shenzhen nt of
Tian An principal
Guarantee
Branch of 2016-03- 2016-09- and
N d floating 3,000 3,000 50.6 50.6 50.60
Industrial 31 14 interest
income
Bank Co., payment
Ltd. at
maturity
Repayme
Shenzhen nt of
Huali principal
Branch of Guarantee 2016-05- 2016-08- and
N 2,000 2,000 15.78 15.78 15.78
Everbrigh d income 20 20 interest
t Bank payment
Co., Ltd. at
maturity
Repayme
Shenzhen nt of
Huali principal
Branch of Guarantee 2016-05- 2016-07- and
N 2,000 2,000 10.02 10.02 10.02
Everbrigh d income 20 20 interest
t Bank payment
Co., Ltd. at
maturity
Shenzhen N Guarantee 2,000 2016-05- 2016-06- Repayme 2,000 4.58 4.58 4.58
47
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Huali d income 20 20 nt of
Branch of principal
Everbrigh and
t Bank interest
Co., Ltd. payment
at
maturity
Repayme
Shenzhen nt of
Tian An principal
Guarantee
Branch of 2016-05- 2016-07- and
N d floating 3,000 3,000 14.05 14.05 14.05
Industrial 20 20 interest
income
Bank Co., payment
Ltd. at
maturity
Repayme
Business
nt of
departme
principal
nt of Guarantee
2016-05- and
Shenzhen N d floating 2,000 T+0 0 0
23 interest
Branch of income
payment
Jiangsu
at
Bank
maturity
Repayme
Shenzhen nt of
Jingtian principal
Branch of Guarantee 2016-06- 2016-09- and
N 3,000 3,000 24.16 12.29 24.16
China d income 17 23 interest
CITIC payment
Bank at
maturity
Business Repayme
departme nt of
nt of principal
Shenzhen Guarantee 2016-06- 2016-09- and
N 1,000 1,000 8.05 12.29 8.05
Branch of d income 17 23 interest
China payment
CITIC at
Bank maturity
Shenzhen Repayme
Huali Guarantee 2016-07- 2016-10- nt of
N 2,000 2,000 15.38 12.29 15.38
Branch of d income 01 01 principal
Everbrigh and
48
深圳市特力(集团)股份有限公司 2016 年年度报告全文
t Bank interest
Co., Ltd. payment
at
maturity
Repayme
Shenzhen nt of
Huali principal
Branch of Guarantee 2016-07- 2016-09- and
N 2,000 2,000 9.5 12.29 9.5
Everbrigh d income 22 22 interest
t Bank payment
Co., Ltd. at
maturity
Repayme
Shenzhen nt of
Tian An principal
Guarantee
Branch of 2016-08- 2016-11-1 and
N d floating 2,000 2,000 13.32 12.29 13.32
Industrial 18 6 interest
income
Bank Co., payment
Ltd. at
maturity
Repayme
Shenzhen nt of
Huali principal
Branch of Guarantee 2016-08- 2016-11-3 and
N 2,000 2,000 15 12.29 15.00
Everbrigh d income 31 0 interest
t Bank payment
Co., Ltd. at
maturity
Repayme
Shenzhen nt of
Tian An principal
Guarantee
Branch of 2016-08- 2016-11-1 and
N d floating 2,000 2,000 13.32 12.29 13.32
Industrial 18 6 interest
income
Bank Co., payment
Ltd. at
maturity
Repayme
Shenzhen nt of
Branch of Guarantee principal
2016-08- 2016-12-
China N d floating 1,000 and 1,000 8.26 12.29 8.26
19 01
CITIC income interest
Bank payment
at
49
深圳市特力(集团)股份有限公司 2016 年年度报告全文
maturity
Repayme
nt of
Shenzhen
principal
Branch of Guarantee
2016-09- 2016-12- and
China N d floating 2,000 2,000 15.25 12.29 15.25
23 28 interest
CITIC income
payment
Bank
at
maturity
Repayme
nt of
Shenzhen
principal
Branch of Guarantee
2016-09- 2016-12- and
China N d floating 3,000 3,000 22.88 12.29 22.88
23 28 interest
CITIC income
payment
Bank
at
maturity
Repayme
nt of
Shenzhen
principal
Branch of Guarantee
2016-09- 2016-12- and
China N d floating 3,000 3,000 21.69 12.29 21.69
30 30 interest
CITIC income
payment
Bank
at
maturity
Repayme
nt of
Shenzhen
principal
Branch of Guarantee
2016-09- 2016-12- and
China N d floating 1,000 1,000 7.23 12.29 7.23
30 30 interest
CITIC income
payment
Bank
at
maturity
Repayme
Shenzhen nt of
Huali principal
Branch of Guarantee 2016-10- 2017-01- and
N 2,000 0 14.03 12.29 0
Everbrigh d income 14 14 interest
t Bank payment
Co., Ltd. at
maturity
Shenzhen N Guarantee 4,000 2016-11-2 2017-02- Repayme 0 33.04 00
50
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Branch of d floating 4 22 nt of
Industrial income principal
Bank and
interest
payment
at
maturity
Repayme
Shenzhen nt of
Huali principal
Branch of Guarantee 2016-12- 2017-03- and
N 2,000 0 14.75 4.92 0
Everbrigh d income 02 02 interest
t Bank payment
Co., Ltd. at
maturity
Repayme
Shenzhen nt of
Jingtian principal
Guarantee
Branch of 2016-12- 2017-03- and
N d floating 1,000 0 7.48 00
China 07 08 interest
income
CITIC payment
Bank at
maturity
Total 56,000 -- -- -- 45,000 409.99 357.9 --
Capital resource Idle fund-raising and self-owned fund
Principal uncollected for overdue
0
and accumulated earnings
Lawsuit involved (if applicable) Not applicable
Disclosure date for approval
from the Board for trust 2016-04-29
financing (if applicable)
Disclosure date for approval
from board of shareholders for 2016-05-21
trust financing (if applicable)
Yes, the decision-making process that the Company uses idle raised funds and part of the
self-owned fund to purchase financial products meets the "Articles of Association", "Raised
Funds Management System" and other relevant provisions. Using idle raised funds to purchase
Trust financing plan in the future
financial products is implemented in the 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
51
深圳市特力(集团)股份有限公司 2016 年年度报告全文
□ 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
XVIII. Social responsibility
1. Performance of taking targeted measures in poverty alleviation
√Applicable □Not applicable
(1) Annual poverty alleviation in the Year
During the period, the Company particilpate in the targeted measures in poverty alleviation for Libai Villege, Shangguang Town,
Dongyuan County, Heyuan City, Guangdong Province. We have staioned in the villege, and completed the identification, verification
and file-building works through visting the poverty family. Preparing for the formulation of pverty alleviation plan and industry of
alleviation by visiting villegaes and towns around the county.
(2) Poverty alleviation in last Year
Target Measurement unit Numbers/ implementation
i. Overall —— ——
ii. Invested by specific project —— ——
1. Industrial development poverty —— ——
2. Transfer employment —— ——
3.Relocation the poor —— ——
4.Education poverty —— ——
5.Health poverty alleviation —— ——
6.Ecological protection and poverty
—— ——
alleviation
7.Fallback protection —— ——
8.Social poverty alleviation —— ——
9. Other —— ——
iii. Awards (content and grade) —— ——
(3) Follow-up of targeted poverty alleviation
In 2017, the Company plans to formulated a target poverty alleviation scheme, participate in improving the facility in helping
villegae, changed the enviornment of the villegae to promote the economic progress in those helping areas.
52
深圳市特力(集团)股份有限公司 2016 年年度报告全文
2. Performance of other social responsibility
The Company always takes returning shareholders, staff achievements, and repaying society as its own duties. In
line with the fair and just principle, the company actively maintains the legitimate rights and interests of
shareholders; positively promotes the realization of corporate value, achieves self-value, creates a working
atmosphere that enterprises loves employees and employees love enterprises, and realizes harmonious
development together; positively returns to the society and the public, strives to achieve the harmony and
sustainable development of company and society.
The listed Company and its subsidiary whether belongs to the key sewage units released from environmental protection department
N
Issued social responsibility report
□Y √N
XIX. Explanation on other significant events
□ Applicable √ Not applicable
The Company had no explanation on other significant events in the reporting period.
XX. Significant event of subsidiary of the Company
□ Applicable √ Not applicable
53
深圳市特力(集团)股份有限公司 2016 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
91,587,05 -14,587,0 -14,587,0 77,000,00
I. Restricted shares 30.81% 25.90%
6 56 56 0
2. State-owned corporation 20,587,05 -14,587,0 -14,587,0
6.93% 6,000,000 2.02%
shares 6 56 56
71,000,00 71,000,00
3. Other domestic shares 23.88% 23.88%
0 0
Including: domestic legal 71,000,00 71,000,00
23.88% 23.88%
person’s shares 0 0
205,694,5 14,587,05 14,587,05 220,281,6
II. Un-restricted shares 69.19% 74.10%
44 6 6 00
179,294,5 14,587,05 14,587,05 193,881,6
1. RMB ordinary shares 60.31% 65.22%
44 6 6 00
2. Domestically listed foreign 26,400,00 26,400,00
8.88% 8.88%
shares 0 0
297,281,6 297,281,6
III. Total shares 100.00% 100.00%
00 00
Reasons for share changed
√ Applicable □ Not applicable
In reporting period, totally 14,587,056 shares are relased for trading from majority shareholders SDG, presenting
4.91% of the total shares.
Approval of share changed
√ Applicable □ Not applicable
On 15 August 2016, according to the commitment made by majority shareholders SDG in non-tradable shares
reform, the shares held by SDG are due for trading, totally 14,587,056 shares are released for trading, with 4.91%
in total share capital of the Company. Found more in Suggestive Announcement of Restricted Shares Released
published on Securities Times, Hong Kong Commercial Daily and Juchao Website
Ownership transfer of share changes
□Applicable √Not applicable
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
54
深圳市特力(集团)股份有限公司 2016 年年度报告全文
□ 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
SDG 20,587,056 -14,587,056 0 6,000,000 Additional issue 2016-8-15
Total 20,587,056 -14,587,056 0 6,000,000 -- --
II. Securities issuance and listing
1. Security offering (without preferred stock) in Reporting Period
□Applicable √ Not applicable
2. Changes of total shares and shareholders structure as well as explanation on changes of assets and
liability structure
□Applicable √ Not applicable
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
Total preference
Total common shareholders
Total common shareholders with
stock with voting
stock voting rights
shareholders at rights recovered
shareholders in 66,362 60,327 recovered at end of 0 0
end of last month at end of last
reporting reporting period (if
before annual month before
period-end applicable) (found
report disclosed annual report
in note8)
disclosed (if
55
深圳市特力(集团)股份有限公司 2016 年年度报告全文
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
State-owned 145,925,2 -5,945,30 139,925,2
SDG 49.09% 6,000,000
corporation 56 4 56
Shenzhen Capital
Fortune Jewelry
Domestic non
Industry 71,000,00 71,000,00
state-owned 23.88%
Investment 0 0
corporate
Enterprise (limited
partnership)
KGI ASIA Foreign +3,174,05
1.34% 3,991,269 3,991,269
LIMITED corporation 8
GUOTAI JUNAN
SECURITIES(HO Foreign
0.36% 1,088,204 -85028 1,088,204
NGKONG) corporation
LIMITED
Foreign nature
Weng Zhengwen 0.20% 579,028 +16,028 579,028
person
Domestic nature
Li Guangxin 0.11% 322,558 +322,558 322,558
person
Domestic nature
He Xing 0.10% 300,000 +25,000 300,000
person
Domestic nature
Zeng Huiming 0.09% 270,000 -130,000 270,000
person
Domestic nature
Huang Chuyun 0.09% 266,500 266,500
person
Domestic nature
Zhang Gengshu 0.06% 185,523 -38,127 185,523
person
Strategy investors or general
corporation comes top 10 shareholders
N/A
due to rights issue (if applicable) (see
note3)
Explanation on associated relationship Among the top ten shareholders, there exists no associated relationship between the
56
深圳市特力(集团)股份有限公司 2016 年年度报告全文
among the top ten shareholders or state-owned legal person’s shareholders SDG, Ltd and other shareholders, and they do not
consistent action belong to the consistent actionist regulated by the Management Measure of Information
Disclosure on Change of Shareholding for Listed Companies. For the other shareholders of
circulation share, the Company is unknown whether they belong to the consistent actionist.
Particular about top ten shareholders with un-restrict shares held
Type of shares
Shareholders’ name Amount of un-restrict shares held at Period-end
Type Amount
RMB ordinary
SDG 139,925,256 139,925,256
shares
Domestically
KGI ASIA LIMITED 3,991,269 listed foreign 3,991,269
shares
GUOTAI JUNAN Domestically
SECURITIES(HONGKONG) 1,088,204 listed foreign 1,088,204
LIMITED shares
Domestically
Weng Zhengwen 579,028 listed foreign 579,028
shares
Domestically
Li Guangxin 322,558 listed foreign 322,558
shares
Domestically
He Xing 300,000 listed foreign 300,000
shares
Domestically
Zeng Huiming 270,000 listed foreign 270,000
shares
Domestically
Huang Chuyun 266,500 listed foreign 266,500
shares
Domestically
Zhang Gengshu 185,523 listed foreign 185,523
shares
Domestically
Yang Qiuling 168,300 listed foreign 168,300
shares
Expiation on associated relationship or Among the top ten shareholders, there exists no associated relationship between the
consistent actors within the top 10 state-owned legal person’s shareholders SDG and other shareholders, and they do not
un-restrict shareholders and between belong to the consistent actionist regulated by the Management Measure of Information
top 10 un-restrict shareholders and top Disclosure on Change of Shareholding for Listed Companies. For the other shareholders of
57
深圳市特力(集团)股份有限公司 2016 年年度报告全文
10 shareholders circulation share, the Company is unknown whether they belong to the 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
Legal person/person
Majority shareholder Date of foundation Organization code Main operation business
in charge of the unit
Investment in industry
(specific item should be
declaration); investment in
tourism industry;
development and operation
of the real estate; domestic
business, material supply
SDG Zhang Junlin 1982-06-20 192194195 and marketing industry
(excluding monopolized
commodity and commodity
under special government
control); economic
information(excluding
restricted projects); import
& export business
Equity of listed Company in Except the shares of the Company held by SDG, SDG still holds 39.18% equity of Shenzhen SDG
and out of China control and Information Co., Ltd. (Stock name: SDGI, Stock code: 000070); holds 1.31% equity of Sichuan
58
深圳市特力(集团)股份有限公司 2016 年年度报告全文
hold by the majority Jinlu Group Co., Ltd. (Stock name: Jinlu Group, Stock code: 000510)
shareholder in the 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
Peng Haibin 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:
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.
49.09%
Shenzhen Tellus Holding Co., Ltd.
59
深圳市特力(集团)股份有限公司 2016 年年度报告全文
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 Capital Fortune Jewelry
Industry Investment Enterprise Cheng Houbo 2014-04-18 620 million 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 2016 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 2016 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 56
in office 20 19
Currently 2015-05- 2018-05-
Yu Lei Director F 49
in office 20 19
Zhang Currently 2015-05- 2018-05-
Director M 44
Quanxun in office 20 19
Chen Currently 2015-05- 2018-05-
Director M 45
Gengsen in office 20 19
Director, Currently 2015-05- 2018-05-
Ding Hui M 44
GM in office 20 19
Yang Director, Currently 2015-05- 2018-05-
F 45
Jianping CFO in office 20 19
Independ
Wei Currently 2015-05- 2018-05-
ent M 45
Shaohui in office 20 19
Director
Independ
Currently 2015-05- 2018-05-
Ji Huibin ent M 47
in office 20 19
Director
Independ
Li Currently 2015-05- 2018-05-
ent M 55
Xiangjun in office 20 19
Director
Chairman
of
Superviso Currently 2015-05- 2018-05-
Chen Hua F 53
ry in office 20 19
Committe
e
Li Miao Superviso Currently M 44 2015-05- 2018-05-
62
深圳市特力(集团)股份有限公司 2016 年年度报告全文
r in office 20 19
Fu Superviso Currently 2015-05- 2018-05-
M 44
Chunlong r in office 20 19
Ke
Superviso Currently 2015-05- 2017-04-
Wenshen F 49
r in office 20 01
g
Li Superviso Currently 2015-05- 2018-05-
F 49
Xiaohong r in office 20 19
Ren Deputy Currently 2015-05- 2018-05-
M 54
Yongjian GM in office 20 19
Deputy Currently 2015-05- 2018-05-
Feng Yu M 50
GM in office 20 19
Deputy Currently 2015-05- 2018-05-
Li Ming M 55
GM in office 20 19
Secretary
Currently 2015-12- 2018-05-
Qi Peng of the M 44
in office 28 19
Board
Total -- -- -- -- -- -- 0 0 0 0 0
II. Changes of directors, supervisors and senior executives
Name Title Type Date Reasons
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
Master degree, a senior political division. He successively served as chairman, GM and deputy secretary of the
Lv Hang 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.
Master degree, a certified real estate appraiser and real estate economist. She successively served as secretary of the
international project cooperation department of Beijing Chaoyan Vocation Education Training Center, deputy chief,
chief and deputy director of Luohu Branch, the Bureau of Planning and Land of Shenzhen Municipality, the deputy
Yu Lei
director and director of State-owned Assets Supervision and Administration Commission of the People’s
Governmetn of Shenzhen Municipality. Now she serves as deputy GM of the majority shareholder of the Company-
SDG and director of the Company
Master degree, he successively served as auditor and project manager in auditing department of Shenzhen Zhixing
CPA Office; the GM assistant of Xiamen Xingdao Feilu Investment Co., Ltd., secretary of the Board, GM assistant
Zhang Quanxun
and staff director of Fujian Logistics Investment Financing Co., Ltd.; deputy director of Xiamen Productivity
Promotion Centerl; director of the plastic busienss department and strategy development department of Shenzhen
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Tongchan Package Group and the director of strategy research and merger department of SZ Capial. Now he serves
as deputy president of CMAF and director of the Company
Bachelor degree, an intermediate economist and accountant. He successively served as account in financial
department of the Guangdong Shanjian International Industrial (Group) Co., Ltd.; the manager, CFO and director of
Chen Gengsen settle center in Guangdong Shanjian International Industrial (Group) Co., Ltd.; CFO of Longshan Enviornment;
director and GM of the Shenzhen Qibang Investment Holding Co., Ltd. now he serves as chairman of Shenzhen
Shengbang Trading Co., Ltd. and director of the Company
Master degree, a senior political division. He successively served as GM and deputy chairman of Huali Company;
Ding Hui
chief of office of SDG and serves as director and GM of the Company currently.
Postgraduate 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
Yang Jianping
and accounting department, manager in finance and accounting department, etc., and serves as director and chief
financial officer of the Company.
Master degree. He ever took post of law assistant and full-time attorney of Guangdong Shu Jun Law Firm. Now he
Wei Shaohui 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.
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
Ji Huibin 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
Master’s degree, economist, CPA, CTA. Served as the leader in Shenzhen Auditing Bureau, and serves as the senior
Li Xiangjun partner of Zhongqin Wanxin Certified Public Accountants (special general partnership), and the independent
directors of the Company.
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
Chen Hua
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.
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
Li Miao of Shenzhen Press Group, and chief financial officer in Shenzhen Jin Feng Fan Property Development Co., Ltd;
director of the Company; director and CFO of the SDG, supervisor of the Company and supervisor of Shenzhen
Investment Holdings Limited.
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
Fu Chunlong
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, the GM of Accounting and Financial Dept. and staff supervisor of the Company.
Li Xiaohong Bachelor, economists, enterprise human resource manager. Served as a section member in foreign-related business
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
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;
Bachelor degree, an accountant. He ever took the posts of Deputy Manager of Planning & Financial Dept. and
Ren Yongjian 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.
Bachelor degree. He ever took the Deputy General Manger of Shenzhen Xianke Real-estate Co., Ltd., Manager of
Feng Yu 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.
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
Li Ming
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.
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
Qi Peng
department of Shenzhen Tellus(Group) Co., Ltd.; general manager of Shenzhen Tellus Automobile Service Chain
Co., Ltd.; general manager of Shenzhen Tellus New Yongtong Automobile Development Co., Ltd.; director
secretariat of the board of Shenzhen Tellus(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 SDG Deputy GM Y
Li Miao SDG CFO Y
Director of
Fu Chunlong SDG 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
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
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
Shenzhen International Logistic
Ji Huibin Y
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
Tellus(Group) Co., Ltd. ", "Staff Performance Management System for Headquarters of Shenzhen Tellus (Group)
Co., Ltd. ", "Implementing Rules of Remuneration and Appraisal Committee of the Board of Shenzhen
Tellus(Group) Co., Ltd.", "Annual Performance Management Approaches for Leading Group Members of
Shenzhen Tellus(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 56 85.82 N
secretary office
Currently in
Ding Hui GM M 44 73.24 N
office
Chairman of
Currently in
Chen Hua Supervisory F 53 39.65 N
office
Committee
Currently in
Ren Yongjian Deputy GM M 54 66.65 N
office
Yang Jianping CFO F 45 Currently in 65.87 N
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
office
Currently in
Feng Yu Deputy GM M 50 68.35 N
office
Currently in
Li Ming Deputy GM M 55 58.02 N
office
Director of
Currently in
Qi Peng secretary of the M 44 42.26 N
office
Board Office
Currently in
Ke Wensheng Supervisor F 49 37.7 N
office
Currently in
Li Xiaohong Supervisor F 49 37.7 N
office
Independent Currently in
Wei Shaohui M 45 5N
Director office
Independent Currently in
Ji Huibin M 47 5N
Director office
Independent Currently in
Li Xiangjun M 55 5N
Director office
Total -- -- -- -- 590.26 --
Delegated equity incentive for directors 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) 442
The total number of current employees (people) 494
The total number of current employees to receive pay (people) 494
Retired employee’ s expenses borne by the parent Company and
0
main Subsidiaries (people)
Professional composition
Category of professional composition Numbers of professional composition (people)
Production personnel 33
Sales personnel 26
Technician 103
Financial staff 52
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Administration staff 98
Other 182
Total 494
Education background
Type of education background Numbers (people)
Master 16
Bachelor degree 91
Junior college 103
Technical secondary school 60
Other 224
Total 494
2. Remuneration Policy
The Company executes in strict accordance with the "Salary Management System for Headquarters of Shenzhen
Tellus (Group) Co., Ltd. ", "Staff Performance Management System for Headquarters of Shenzhen Tellus (Group)
Co., Ltd. " 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 2016 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 governance with well-defined responsibility
among the Company, we has revised the "Articles of Association", “ Rules of Shareholders General Meeting”,
“Rules of the Directors” and “Mechanism of Information Disclosure”, and formulated the “Implementation of
Network Voting for Shareholders General Meeting”, which has been deliberate and approved by the shareholders
general meeting. We also formulated the Rules of Chairman Office and revised the Mechanism of Strategy and
Planning Management, Management of Subsidiary and Management Mechanism for Inside Information and
Insiders, and the above mentioned are deliberated and approved by the Board.
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.
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(IV) Finance: the Company has independent financial accounting department which set independent accounting
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 2015”
(No.: 2016-036)
published on
Annual General Annual General
74.15% 2016-05-20 2016-05-21 Securities Times,
Meeting of 2015 Meeting
Hong Kong
Commercial Daily
and Juchao Website
(www.cninfo.com.cn
)
“Resolution Notice
of First
Extraordinary
General Meeting of
2016” (No.:
First Extraordinary
Extraordinary 2016-016) published
General Meeting of 74.97% 2016-02-24 2016-02-25
General Meeting on Securities Times,
2016
Hong Kong
Commercial Daily
and Juchao Website
(www.cninfo.com.cn
)
Second “Resolution Notice
Extraordinary
Extraordinary 73.98% 2016-06-30 2016-07-01 of Second
General Meeting
General Meeting of Extraordinary
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
2016 General Meeting of
2016” (No.:
2016-051) published
on Securities Times,
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
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
Li Xiangjun 8 1 7 0 0N
Ji Huibin 8 1 7 0 0N
Wei Shaohui 8 1 7 0 0N
Times for attending general meeting
3
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 financial report and internal
71
深圳市特力(集团)股份有限公司 2016 年年度报告全文
control of the Company, related transactions, capital contact with related parties and external guarantee, profit
distribution 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
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
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. On
23 August 2016, the Committee holds a meeting for deliberating the Proposal of “Investment of the Tellus
Starlight Jinzun Jewerly Co., Ltd.”, iindividual 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 22 January 2017, the audit committee held meeting and determined the working arrangement for
2016 annual audit after negotiation with Ruihua, reviewed the financial statements prepared by the Company and
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 7 April 2017
to re-review the financial statements, and formed written opinions and resolutions in respect of the annual
financial statements and audit work summary report.
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
3. Duty performance of the remuneration and examination committee
During the reporting period, the remuneration and examination committee hold two meetings for reviewing the
remuneration of directors, supervisors and senior management of the Company and “Management Measures on
Annual Performance for Senior Executives”, 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
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
2017-04-08
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
Ratio of the total assets from enterprise
included in the appraisal range in total 98.70%
assets in consolidate statement
Ratio of the operation revenue from
enterprise included in the appraisal range 98.58%
in total revenue in consolidate statement
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
Qualitative criteria
misstatements of financial results or false procedure, resulting in significant losses
financial reports, which mislead users of to the Company; b. Serious violation of
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
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
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
involving the Company’s production and internal regulations and causes
management are lack of effective control; f. significant losses; b. Serious brain drain
Other correct judgments to the statement of business personnel in the Company’s
users. key positions; c. The Company’s
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: misstatement 1. Major deficiencies: loss amount >
amount > 10% of total profit, and absolute 1.5% of owner's equity attributable to
amount > 2 million Yuan; parent Company, and absolute
2. Significant deficiencies: 5% of total amount > 5 million Yuan;
Quantitative standard profit < misstatement amount ≤10% of total 2. Significant deficiencies: 0.5% of
profit, and absolute amount > 1 million owner's equity attributable to parent
Yuan; or 1 million Yuan < absolute amount Company < loss amount ≤ 1.5% of
≤ 2 million Yuan, and misstatement owner's equity attributable to parent
amount > 5% of total profit. Company, or 1 million Yuan < absolute
74
深圳市特力(集团)股份有限公司 2016 年年度报告全文
3. General deficiencies: misstatement amount ≤ 5 million Yuan;
amount ≤ 5% of total profit, or absolute
amount ≤ 1 million Yuan 3. General deficiencies: loss amount ≤
0.5% of owner's equity attributable to
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
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 2016, in all material aspects.
Disclosure details of audit report of
Disclosure
internal control
Disclosure date of audit report of
2017-04-08
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
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Section X Corporate Bond
Whether the Company has a corporation bonds that issuance publicly and listed on stock exchange and without due on the date when
annual report approved for released or fail to cash in full on due
□Yes √No
76
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Section XI Financial Report
I. Audit Report
Type of audit opinion Standard unqualified auditor’s report
Date of audit report signing 2017-04-07
Audit authority Ruihua CPA (LLP)
Auditing file No. Ruihua Shen Zi【2017】 No.: 48330003
CPA’s name Yuan Longping, Zhou Xuechun
Text of auditing report
To the Shareholders of Shenzhen Tellus Holding Co., Ltd.
We have audited the Companying consolidated and parent Company’s financial statements of Shenzhen
Tellus Holding Co., Ltd. (“the Company”), including balance sheet of 31 December 2016 and profit
statement, and cash flow statement, and statement on changes of shareholders’ equity for the year ended,
and notes to the financial statements for the year ended.
I. Management’s responsibility for the financial statements
Management of the Company is responsible for prepare and present financial statement of the Company,
which including: (1) Prepare financial statements with fair presentation in line with Accounting Standards
for Business Enterprises; (2) Designing, executed and maintaining necessary internal control in order to
prevent fundamental miscarrying in financial statement from fraudulent or errors.
II. Auditor's responsibility
Our responsibility is to express an audit opinion on these financial statements based on our audit. We
performed our audit in accordance with Chinese Certified Public Accountants' Auditing Standards. Those
standards require us to comply with professional ethics, and to plan and perform our audit so as to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures of
the financial statements. The selective audit procedures depend on auditor's judgment, including the
evaluation of the risk of material misstatement of the consolidated financial statements due to frauds or
errors. When evaluating risk, we consider internal control related to financial statements, in order to
design auditing procedures, but not for the purpose of expressing an opinion on the internal control's
effectiveness. An audit also includes assessing the appropriateness of the accounting policies adopted and
the reasonableness of the accounting estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that we have obtained sufficient and appropriate audit evidences to provide a basis for our
77
深圳市特力(集团)股份有限公司 2016 年年度报告全文
audit opinion.
III. Auditing opinion
In our opinion, the Company’s financial statements have been prepared in accordance with the
Enterprises Accounting Standards and Enterprises Accounting System, and they fairly present the
financial status of the Company and of its parent Company as of 31 December 2016 and its operation
results and cash flows for the year ended.
78
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Consolidated Balance Sheet
As at 31 December 2016
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note VI. Closing balance Opening balance
Current Assets：
Monetary funds 1 218,497,640.10 159,184,710.93
Financial assets held-for-trading
Note receivables
Account receivables 2 113,736.64 562,051.31
Prepayments 3 8,436,668.35 6,454,769.40
Premiums account receivable 4 172,055.56 348,833.33
Dividends receivable
Other receivables 5 16,586,387.45 11,128,001.89
Inventories 6 11,038,915.69 16,151,336.61
Non-current asset due within one year
Other current assets 7 90,123,901.32 165,565,445.21
Total current assets 344,969,305.11 359,395,148.68
Non-current Assets:
Financial assets held-for-trade 8 10,478,985.77 10,478,985.77
Held-to-maturity investments 9
Long-term receivables 10
Long-term equity investments 11 203,633,308.06 220,180,721.29
Investment properties 12 77,602,248.53 82,100,133.48
Fixed assets 13 129,226,236.16 136,583,565.00
Construction in progress 14 343,365,313.46 279,056,650.35
Materials for construction
Disposal of fixed assets
Bio-assets in production
Oil and gas assets
Intangible assets 15 53,739,118.72 52,985,273.37
Development expenditure
Goodwill
Long-term deferred expenses 16 1,437,761.31 1,499,006.24
Deferred tax assets 17 24,448,797.86 24,488,443.31
Other non-current assets 18 100,000.00 1,900,000.00
Total non-current assets 844,031,769.87 809,272,778.81
Total Assets 1,189,001,074.98 1,168,667,927.49
79
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Consolidated Balance Sheet（Continued）
As at 31 December 2016
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note VI. Closing balance Opening balance
Current liabilities：
Short-term loans 20 50,000,000.00
Financial liabilities held-for-trade
Notes payable
Accounts payable 21 23,599,227.33 27,417,068.61
Advance from customers 22 11,930,493.02 11,460,807.66
Employee benefits payable 23 27,144,631.18 19,639,738.81
Taxes and due payable 24 10,081,678.60 10,043,901.26
Premiums payables 77,826.33
Dividends payable
Other payables 25 126,045,854.54 193,797,786.68
Non-current liabilities due within one year 26
Other current liabilities
Total current liabilities 248,879,711.00 262,359,303.02
Non-current liabilities：
Long-term loans 27 12,000,000.00
Bonds payable
Long-term payables 28 3,920,160.36 13,972,779.67
Long-term employee benefits payable
Special payables
Accrued liabilities 29 1,192,618.90
Deferred tax liabilities 17 232,711.06 478,085.12
Other non-current liabilities 30 14,239,537.48 13,269,356.04
Total non-current liabilities 31,585,027.80 27,720,220.83
Total liabilities 280,464,738.80 290,079,523.85
Owners' equity：
Paid-in capital 31 297,281,600.00 297,281,600.00
Capital reserve 32 564,192,605.51 564,192,605.51
Less: treasury shares
other comprehensive income
Special reserve
Surplus reserves 33 2,952,586.32 2,952,586.32
General risk reserve
Undistributed profit 34 30,935,823.12 3,742,260.49
Foreign exchange translation difference
Total owners' equity attributable to parent
895,362,614.95 868,169,052.32
company
Minority interests 13,173,721.23 10,419,351.32
Total owners’equity 908,536,336.18 878,588,403.64
Total liabilities and owners’equity 1,189,001,074.98 1,168,667,927.49
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Consolidated Income Statement
For the Year Ended 31 December 2016
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note VI. Closing balance Opening balance
Ⅰ.Total operating income 324,240,841.90 303,726,790.57
Including: Operating income 35 324,240,841.90 303,726,790.57
Ⅱ.Total operating Costs 297,539,255.62 277,820,186.88
Including: Operating costs 35 229,042,849.63 217,992,216.20
Business tax and extra charges 36 8,772,047.77 6,189,409.10
Selling expenses 37 16,656,674.49 14,718,877.28
General and administrative expense 38 42,446,751.49 32,881,868.90
Financial expense 39 -505,960.97 4,343,688.83
Impairment losses of assets 40 1,126,893.21 1,694,126.57
Add: Gains from changes in fair value ("-"
means loss)
Investment income ("-" means loss) 41 5,098,993.57 20,992,313.67
Including: Investment income from
1,182,675.73 15,252,012.32
associates and joint venture
Ⅲ.Operating profit ("-" means loss) 31,800,579.85 46,898,917.36
Add: Non-operating income 42 100,551.57 533,675.86
Including:Gain from disposal of non-
68,314.27 39,278.33
current assets
Less: Non-operating expenses 43 1,415,801.07 139,497.06
Including: Loss on disposal of non-current
120,004.34 73,623.42
assets
Ⅳ.Total profit ("-" means loss) 30,485,330.35 47,293,096.16
Less: Income tax expenses 44 2,867,397.81 4,555,052.61
Ⅴ.Net profit ("-" means loss) 27,617,932.54 42,738,043.55
Net attributable to owners of parent company 27,193,562.63 42,768,789.52
Minority interests 424,369.91 -30,745.97
Ⅵ.Earnings per share
Basic Earnings per share 0.0915 0.1028
Diluted Earnings per share 0.0915 0.1028
Ⅶ.Net value of other comprehensive income
after tax
Net value of other comprehensive income after
tax to owners of parent company
Other comprehensive income that can be
reclassified into profit and loss
The gains and losses on fair value changes of
financial assets held-for-trade
Ⅷ.Total comprehensive income 27,617,932.54 42,738,043.55
Total comprehensive income attributable to
27,193,562.63 42,768,789.52
owners of parent company
Total comprehensive income attributable to
424,369.91 -30,745.97
minority interests
81
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Consolidated Statement of Cash Flows
For the Year Ended 31 December 2016
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Amount for the Amount for the
Item Note VI.
current period prior period
Ⅰ. Cash Flow from Operating Activities：
Cash received from sales of goods or rendering of
370,098,515.70 336,791,620.45
services
Refund of taxes and levies
Cash received relating to other operating activities 45 12,156,441.52 17,297,241.43
Sub-total of Cash Inflows 382,254,957.22 354,088,861.88
Cash paid for goods and services 209,258,447.95 160,383,590.90
Cash paid to and on behalf of employees 60,984,493.75 58,345,635.86
Cash paid on taxes and levies 20,335,212.12 19,126,200.02
Cash paid relating to other operating activities 45 33,801,869.08 35,550,807.77
Sub-total of Cash Outflows 324,380,022.90 273,406,234.55
Net Cash Flows from Operating Activities 57,874,934.32 80,682,627.33
Ⅱ. Cash Flows from Investing Activities:
Cash received from return of investments 401,300,000.00 360,000,000.00
Cash received investing income 12,363,270.79 12,040,301.35
Net cash received from disposal of fixed assets,
540,140.57
intangible assets and other long assets
Net cash flows from disposal subsidiary and other
operating unite
Other cash received relating to investing activities
Sub-total of Cash Inflows 413,663,270.79 372,580,441.92
Cash paid to acquire fixed assets, intangible assets
67,736,915.76 147,978,461.70
and other long assets
Cash paid on investments 306,590,290.86 585,000,000.00
Net cash paid on obtain subsidiary and other operating
unite
Cash paid on other investing activities
Sub-total of Cash Outflows 374,327,206.62 732,978,461.70
Net Cash Flows from Investing Activities 39,336,064.17 -360,398,019.78
Ⅲ. Cash flow from Financing Activities
Cash received from investments 2,330,000.00 635,500,000.00
Including: Cash received from investments by minority
interests of subsidiaries
Cash received from borrowing 62,000,000.00 24,698,215.03
Cash received from issuing bonds
Cash received from other financing activities 45
Sub-total of Cash Inflows 64,330,000.00 660,198,215.03
Cash repayments on borrowed amounts 63,000,000.00 327,595,765.58
Cash payments for distribution of dividends or profits 19,228,479.17 11,785,448.58
Including: Dividends or profit paid to minority interests
of subsidiaries
Cash payments on other financing activities 45 21,828,274.26
Sub-total of cash Outflows 82,228,479.17 361,209,488.42
Net cash flows from financing activities -17,898,479.17 298,988,726.61
Ⅳ. Effect of foreign exchange rate on cash 409.85 -134,292.88
Ⅴ. Net increase in cash and cash equivalents 79,312,929.17 19,139,041.28
Add: cash equivalents at the beginning of the period 99,184,710.93 80,045,669.65
Ⅵ. Cash equivalents at the end of the period 178,497,640.10 99,184,710.93
82
深圳市特力(集团)股份有限公司 2016 年年度报告全文
CONSOLIDATED STATEMENT OF CHANGE IN OWNER'S EQUITY
For the Year Ended 31 December 2016
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Amount for the current year Amount for the prior year
Attribute to the equity of parent company Attribute to the equity of parent company
Item
Minority Total owners' Minority Total owners'
Less: other Paid-in capital Less: other
Paid-in capital (or Special General Undistributed interests equity Special Surplus General interests equity
Capital reserve Treasury comprehensive Surplus reserve Others (or Share Capital reserve Treasury comprehensiv Undistributed profit Others
Share capital) reserve reserve profit reserve reserve reserve
shares income capital) shares e income
1.Balance at the End of Last Period 297,281,600.00 564,192,605.51 2,952,586.32 3,742,260.49 10,419,351.32 878,588,403.64 220,281,600.00 7,672,605.51 2,952,586.32 -39,026,529.03 10,450,097.29 202,330,360.09
Add: Changes of accounting policies
Prior year adjustments
Others
2. Balance at the Beginning of the Year 297,281,600.00 564,192,605.51 2,952,586.32 3,742,260.49 10,419,351.32 878,588,403.64 220,281,600.00 7,672,605.51 2,952,586.32 -39,026,529.03 10,450,097.29 202,330,360.09
3. Increase/Decrease movements in
27,193,562.63 2,754,369.91 29,947,932.54 77,000,000.00 556,520,000.00 42,768,789.52 -30,745.97 676,258,043.55
this Year ("-" means loss)
(I)Total comprehensive income 27,193,562.63 424,369.91 27,617,932.54 42,768,789.52 -30,745.97 42,738,043.55
(II) Gain/Loss to Owners' Equity Directly
(III) Capital Injected and Reduced by Owners 2,330,000.00 2,330,000.00 77,000,000.00 556,520,000.00 633,520,000.00
a. Capital injected by owners 2,330,000.00 2,330,000.00 77,000,000.00 556,520,000.00 633,520,000.00
b. Payment for shares included in owners' equity
c. Others
(IV) Profit Distribution
a. Withdrawal surplus reserve
b. Provisions withdrawn for general risk
c. Distribution to owners (or shareholders)
d. Others
(V) Internal transfers of owners' equity
a. Capitalisation of Additional paid-in
capital; (or share capital)
b. Capitalization of surplus reserve (or
share capital)
c. Making up losses of surplus
reserve
d. Others
(VI) Special Reserve
a. Withdrawal of special reserve
b. Use of special reserve
(VII) Others
4. Balance at the end of the period 297,281,600.00 564,192,605.51 2,952,586.32 30,935,823.12 13,173,721.23 908,536,336.18 297,281,600.00 564,192,605.51 2,952,586.32 3,742,260.49 10,419,351.32 878,588,403.64
83
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Balance Sheet
As at 31 December 2016
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note XIII. Closing balance Opening balance
Current Assets：
Monetary funds 150,800,890.39 80,301,551.68
Financial assets held-for-trade
Notes receivable
Accounts receivable 1
Prepayments 32,280.00 101,280.00
Premiums receivable 172,055.56 348,833.33
Dividends receivable
Other receivables 2 98,999,650.03 93,744,827.52
Inventories
Non-current asset due within one year
Other current assets 90,000,000.00 145,000,000.00
Total current assets 340,004,875.98 319,496,492.53
Non-current Assets:
Financial assets available-for-sale 10,176,617.20 10,176,617.20
Held-to-maturity investments
Long-term receivable
Long-term equity investments 3 686,225,666.43 682,223,207.17
Investment properties 49,847,406.09 52,808,715.01
Fixed assets 16,497,899.89 17,096,105.47
Construction in progress 373,191.69 362,279.69
Materials for construction
Disposal of fixed assets
Bio-assets in production
Oil and gas assets
Intangible assets 484,538.73 478,422.33
Development expenditure
Goodwill
Long-term deferred expenses 239,924.49 31,644.20
Deferred tax assets 13,908,254.04 13,947,196.24
Other non-current assets
Total non-current assets 777,753,498.56 777,124,187.31
Total Assets 1,117,758,374.54 1,096,620,679.84
84
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Balance Sheet (Continued)
As at 31 December 2016
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note Closing balance Opening balance
Current liabilities：
Short-term loans 50,000,000.00
Financial liabilities held-for-trade
Notes payable
Accounts payable
Advance from customers
Employee benefits payable 7,713,651.26 5,247,871.02
Taxes and due payable 524,089.23 592,579.23
Interest payable 66,458.33
Dividends payable
Other payables 253,475,259.99 320,935,774.45
Non-current liabilities due within one year
Other current liabilities
Total current liabilities 311,779,458.81 326,776,224.70
Non-current liabilities：
Long-term loans
Bonds payable
Long-term payables
Long-term empolyee benefits
Special payables
Accrued liabilities
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities 311,779,458.81 326,776,224.70
Owners' equity：
Paid-in capital 297,281,600.00 297,281,600.00
Capital reserve 560,999,182.23 560,999,182.23
Less: treasury shares
Other comprehensive income
Special reserve
Surplus reserves 2,952,586.32 2,952,586.32
General risk reserve
Undistributed profit -55,254,452.82 -91,388,913.41
Total owners' equity attributable to parent company 805,978,915.73 769,844,455.14
Total liabilities and owners' equity 1,117,758,374.54 1,096,620,679.84
85
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Income Statement
For the Year Ended 31 December 2016
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Amount for the current Amount for the prior
Item Note XIII.
period period
Ⅰ.Total operating income 4 42,675,858.14 36,101,114.68
Less:Operating cost 4 3,596,474.49 3,735,105.43
Business tax and extra charges 1,946,487.56 2,021,662.41
Selling expenses
General and administrative expense 18,123,683.40 15,470,605.96
Financial expense -54,231.75 3,397,372.33
Impairment losses of assets 210,905.47 97,726.87
Add: Gain from changes in fair value ("-" means
loss)
Investment income ("-" means loss) 5 17,320,863.81 6,945,125.36
Including: Investment income from associates
6,984,139.28 2,562,056.88
and joint venture
II.Operating profit ("-" means loss) 36,173,402.78 18,323,767.04
Add: Non-operating income 0.01 2.10
Including:Gain from disposal of non-current
assets
Less:Non-operating expenses
Including: Loss on disposal of non-current
assets
III.Total profit ("-" means loss) 36,173,402.79 18,323,769.14
Less: Income tax expenses 38,942.20 38,942.20
IV.Net profit ("-" means loss) 36,134,460.59 18,284,826.94
V.Other comprehensive income
Other comprehensive income that can be reclassified
into profit and loss
The gains and losses on fair value changes of
financial assets held-for-trade
VI.Total comprehensive income 36,134,460.59 18,284,826.94
86
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Cash Flow Statement
For the Year Ended 31 December 2016
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Amount for the Amount for the prior
Item Note
current period period
Ⅰ. Cash Flow from Operating Activities：
Cash received from sales of goods or rendering of
51,007,384.73 36,101,114.68
services
Refund of taxes and levies
Cash received relating to other operating activities 28,092,646.25 61,726,112.67
Sub-total of Cash Inflows 79,100,030.98 97,827,227.35
Cash paid for goods and services
Cash paid to and on behalf of employees 15,349,455.10 14,782,602.91
Cash paid on taxes and levies 3,969,332.10 4,662,538.78
Cash paid relating to other operating activities 22,389,973.93 44,161,372.89
Sub-total of Cash Outflows 41,708,761.13 63,606,514.58
Net Cash Flows from Operating Activities 37,391,269.85 34,220,712.77
Ⅱ. Cash Flows from Investing Activities:
Cash received from return of investments 365,000,000.00 260,000,000.00
Cash received investing income 12,201,500.94 10,683,068.48
Net cash received from disposal of fixed assets,
intangible assets and other long assets
Other cash received relating to investing activities
Sub-total of Cash Inflows 377,201,500.94 270,683,068.48
Cash paid to acquire fixed assets, intangible assets
574,662.05 739,303.84
and other long assets
Cash paid on investments 291,290,290.86 725,000,000.00
Cash paid on other investing activities
Sub-total of cash outflows 291,864,952.91 725,739,303.84
Net Cash Flows from Investing Activities 85,336,548.03 -455,056,235.36
Ⅲ. Cash flow from Financing Activities
Cash received from investments 635,500,000.00
Cash received from borrowing 50,000,000.00
Cash received from issuing bonds
Cash received from other financing activities
Sub-total of cash inflows 50,000,000.00 635,500,000.00
Cash repayments on borrowed amounts 63,000,000.00 212,600,000.00
Cash payments for distribution of dividends or
19,228,479.17 7,630,720.91
profits
Cash payments on other financing activities 437,000.00
Sub-total of cash Outflows 82,228,479.17 220,667,720.91
Net cash flows from financing activities -32,228,479.17 414,832,279.09
Ⅳ. Effect of foreign exchange rate on cash -136,951.55
Ⅴ. Net increase in cash and cash equivalents 90,499,338.71 -6,140,195.05
Add: cash equivalents at the beginning of the period 20,301,551.68 26,441,746.73
Ⅵ. Cash equivalents at the end of the period 110,800,890.39 20,301,551.68
87
深圳市特力(集团)股份有限公司 2016 年年度报告全文
STATEMENT OF CHANGE IN OWNER'S EQUITY
For the Year Ended 31 December 2016
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Amount for the current year Amount for the prior year
Item Paid-in capital Less: other Less: other
Capital Special Surplus General Paid-in capital Special Surplus General Undistributed Total owners'
(or Share Treasury comprehensive Undistributed profit Total owners' equity Capital reserve Treasury comprehensive
reserve reserve reserve reserve (or Share capital) reserve reserve reserve profit equity
capital) shares income shares income
1.Balance at the End of Last Period 297,281,600.00 560,999,182.23 2,952,586.32 -91,388,913.41 769,844,455.14 220,281,600.00 4,479,182.23 2,952,586.32 -109,673,740.35 118,039,628.20
Add: Changes of accounting policies
Prior year adjustments
Others
2. Balance at the Beginning of the
297,281,600.00 560,999,182.23 2,952,586.32 -91,388,913.41 769,844,455.14 220,281,600.00 4,479,182.23 2,952,586.32 -109,673,740.35 118,039,628.20
Year
3. Increase/Decrease movements in
36,134,460.59 36,134,460.59 77,000,000.00 556,520,000.00 18,284,826.94 651,804,826.94
this Year ("-" means loss)
(I)Total comprehensive income 36,134,460.59 36,134,460.59 18,284,826.94 18,284,826.94
(II) Other comprehensive income
(III) Capital Injected and Reduced
77,000,000.00 556,520,000.00 633,520,000.00
by Owners
a. Capital injected by owners 77,000,000.00 556,520,000.00 633,520,000.00
b. Payment for shares included in
owners' equity
c. Others
(IV) Profit distribution
a. Withdrawal surplus reserve
b. Provisions withdrawn for general
risk
c. Distribution to owners (or
shareholders)
d. Others
(V) Internal transfers of owners'
equity
a. Capitalisation of Additional paid-in
capital; (or share capital)
b. Capitalisation of surplus reserve (or
share capital)
c. Making up losses of surplus
reserve
d. Others
(VI) Special Reserve
a. Withdrawal of current period
b. Use of special reserve
(VII) Others
4. Balance at the end of the period 297,281,600.00 560,999,182.23 2,952,586.32 -55,254,452.82 805,978,915.73 297,281,600.00 560,999,182.23 2,952,586.32 -91,388,913.41 769,844,455.14
88
深圳市特力(集团)股份有限公司 2016 年年度报告全文
SHENZHEN TELLUS HOLDING CO., LTD.
Notes to Financial Statements
（For the Year Ended 31 December, 2016 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: 91440300192192210U
2. Theindustry characteristic and business scope with the main products or
services
Theindustry characteristic：Theindustry 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
89
深圳市特力(集团)股份有限公司 2016 年年度报告全文
mechanical and electrical co. LTD, Shenzhen”. At this moment, the whole share
capital is 166.88million shares, including the original 120.9million shares with
45.98million 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
Shenzhenstock 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
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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.
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
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tradable shares of the company in the A share market. After the split-share reform
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 2016
According to the 19th special meeting of the 7th Board Meeting on April 21st,2015,
and the 4th stockholders meeting on June 3rd, 2015, 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.After plan, the companys capital
structure changed as follows:
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
（6）Shares reduction of controlling shareholders in 2016
According to Shares Reduction of Controlling Shareholders Announcement,
Shenzhen SDG co., LTD reducted 2,972,537 circulation stocks with unrestricted in
terms by concentrated bidding during May 4th to May 31st in 2016, which accounts
for 1% of total shares of the Company. On September 30th 2016, the Company
received Notation of Compliment Shares Reduction Schedule of Tellus A from SDG
Company, who reducted 2,972,767 circulation stocks with unrestricted in terms by
concentrated bidding during August 29th to September 29th in 2016, accounting for
1% of total shares of the Company. Up to September 29th 2016, SDG Company had
completed its shares reduction schedule.The companys capital structure changed
as follows:
Category Amount Ratio（%）
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Category Amount Ratio（%）
State-owned legal person shares 145,925,256 49.09
Domestic public shares 124,956,344 42.03
RMB special shares (b share) 26,400,000 8.88
Total 297,281,600 100.00
Till the end of 2016, the Company had issued 29,728.16 million shares, details in
VI-31.
4. The scope of consolidation
There are 16 subsidiariesincluded in the 2016 consolidation scope, details in
notes8“the equity in other entities”. Compared with last year(2015), there is
increased 2 companies 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 7th,2017 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
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
(2015 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
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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 2015. 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 (2015
Revision) issued by China Securities Regulatory Commission (CSRC) in 2015.
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
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
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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.
（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,
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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
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
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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
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
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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
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
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(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.
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 andNO.22, details will be found in notes 4.9 ornotes
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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
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
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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
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
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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:
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
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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
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.
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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
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
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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
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
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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.
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
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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.
（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:
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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:
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.
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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
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
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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
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
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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.
（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
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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.
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
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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
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
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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
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
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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
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
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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
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
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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
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,
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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
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
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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
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
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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
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:
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(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
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
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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
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:
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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
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.
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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,
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.
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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
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.
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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
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.
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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
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
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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,
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
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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
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.
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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
Rental income and water charges pay VAT on 5% and 3% rate respectively,
automobile and parts sales, auto repair and electric charges pay VAT on 17%, 6%,
Value added tax (“VAT”)
17% rate, property management fee pay VAT on 6% rate. Tax base is 5%, 3%
difference between out put tax and deductible input tax.
Proceeds from sales of properties, leasing income, property management
Business tax 5%
income pay business tax before May 1st 2016.
Construction tax Turnover tax 7%
Extra charges of education funds Turnover tax 3%
Local Educational charge Turnover tax 2%
Income tax Income tax payable 25%
*The Company paid business tax on 5% rate of leasing income and property
management income, according to Implementing Measures for Pilot Collection of
Value Added Tax in Lieu of Business Tax, the Company started to pay VAT on 6%
rate of property management and 5% rate on rental income.
*The applied rate in the group is 25% exceptShenzhen 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, 2016, the Closing
refers to the December 31, 2016.
1、 Monetary assets
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Items Closing balance Opening balance
Cash on hand 96,167.91 75,003.23
Cash in bank 218,401,472.19 159,109,707.70
Total 218,497,640.10 159,184,710.93
Up to December 31st, 2016, the Company buy 3 months structural deposits in China
Everbright Bank worth RMB 40,000,000.00 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 46.03 22,512,414.52 100.00
is of individually significant
The aging analysis of the receivables that are
113,736.64 0.23 113,736.64
grouped and impaired
Accounts receivable of which provision for bad debts
26,282,070.64 53.74 26,282,070.64 100.00
is of individually insignificant
Total 48,908,221.80 100.00 48,794,485.16 99.77 113,736.64
（continued）
Opening 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
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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 113,736.64
Total 113,736.64
(2) Bad-debt collected in 2016
There is no bad-debt in 2016.
(3) Top 5 entities with the largest balances of accounts receivable
Relationship with the Proportion of the amount to
Name of entities Amount Age
Group the total AR (%)
Shenzhen Jinlu Trading Co.,Ltd. Un-related party 9,846,607.00 Over 3year 20.13
Guangdong Zhanjiang Sanxing Antomobile 8.30
Un-related party 4,060,329.44 Over 3year
Co.,Ltd
Changlong WANG Un-related party 2,380,760.40 Over 3year 4.87
Huizhou Jianda Bridge Engineering Co.,Ltd Un-related party 2,021,657.70 Over 3year 4.13
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Guangdong Province Commodity Group Un-related party 1,862,000.00 Over 3year 3.81
Total 20,171,354.54 41.24
(4) Accountreceivables from which the financial instruments had been transferred
There is no situation happened in 2016 under this condition.
(5) The value of transferred accounts receivables changed into asset or liabilities
There is no situation happened in 2016 under this condition.
3、Prepayments
(1) Aging analysis
Closing balance Opening balance
Aging
Amount (%) Amount (%)
Within 1 year 8,259,644.18 97.90 5,751,990.04 89.11
1-2 years 68,400.90 0.81 126,950.00 1.97
2-3 years 565,865.42 8.77
Over 3 years 108,623.27 1.29 9,963.94 0.15
Total 8,436,668.35 100.00 6,454,769.40 100.00
(2) Top 5 entities with the largest balances of prepayments
The value of Top 5 entities in the closing balance is RMB8,383,182.41 with the ratio
of99.37%.
4、Premiums account receivable
(1) Premiums account receivable by categories
Category Closing balance Opening balance
Structural deposits 172,055.56 348,833.33
Total 172,055.56 348,833.33
5、Other receivables
(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 39,200,840.68 55.76 39,200,840.68 100.00
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Closing balance
Category Carrying amount Bad debt provision Carrying amount
Amount (%) Amount (%)
of individually significant
The aging analysis of the other receivables that are
20,423,595.69 29.05 3,837,208.24 18.79 16,586,387.45
grouped and impaired
Other receivables of which provision for bad debts is
10,678,096.75 15.19 10,678,096.75 100.00
of individually insignificant
Total 70,302,533.12 100.00 53,716,145.67 76.41 16,586,387.45
(Continued)
Opening 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
① The significantindividuals in the end of year
Closing balance
Name of companies Bad debt
Carrying amount Ratio % Reason
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
Shenzhen Nanfang Industry and Trade Co.,Ltd. 7,359,060.75 7,359,060.75 100.00 It is unexpected to collect since the
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Closing balance
Name of companies Bad debt
Carrying amount Ratio % Reason
provision
company has gone
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 1,918,734.54 1,918,734.54 100.00 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 3,802,610.22 3,802,610.22 100.00 It is too long to collect
Total 39,200,840.68 39,200,840.68 100.00
②Other receivables by aging balance
Closing balance
Aging
Carrying amount Bad debt provision Ratio(%)
Within 1 year 11,304,280.06
1-2 years 1,553,549.10 77,677.46 5.00
2-3 years 77,841.64 15,568.33 20.00
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Closing balance
Aging
Carrying amount Bad debt provision Ratio(%)
Over 3 years 7,487,924.89 3,743,962.45 50.00
Total 20,423,595.69 3,837,208.24 18.79
(2) Situation of bad-debt in 2016
The bad-debt in 2016 is collected RMB347,483.42.
(3) The classification of other receivables
Category Carrying amount of closing balance Opening balance
Related-party 4,960,425.05 4,881,267.41
Others 65,342,108.07 59,615,396.73
Total 70,302,533.12 64,496,664.14
(4) At 31 December 2016, 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 13.99 9,832,956.37
Non-related party 9,832,956.37 Over 3 years
Co.,Ltd.
Shenzhen Nanfang Industry and Trade 10.47 7,359,060.75
Non-related party 7,359,060.75 Over 3 years
Co.,Ltd.
Shenzhen Zhonghao (Group) Co.,Ltd. Non-related party 5,000,000.00 Over 3 years 7.11 5,000,000.00
Shenzhen Kaifeng Automobile Co., Ltd. Non-related party 4,413,728.50 Over 3 years 6.28 2,206,864.25
Jinbeili Household Company Non-related party 2,706,983.51 Over 3 years 3.85 2,706,983.51
Total 29,312,729.13 41.70 27,105,864.88
6、Inventory
(1) Categories of inventory
Closing balance
Items
Carrying amount Provision for inventories Net carrying amount
Raw materials 15,237,602.35 14,771,812.17 465,790.18
Low value consumbles 855.67 855.67
Finished products 25,436,110.25 14,863,840.41 10,572,269.84
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Closing balance
Items
Carrying amount Provision for inventories Net carrying amount
Total 40,674,568.27 29,635,652.58 11,038,915.69
（continued）
Opening 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
(2) Inventory revaluation reserve
Increased in 2016 Decreased in 2016
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 14,184,584.45 825,202.49 145,946.53 14,863,840.41
Total 28,956,396.62 825,202.49 145,946.53 29,635,652.58
(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 123,901.32 565,445.21
Non-public issue expenses 90,000,000.00 165,000,000.00
Total 90,123,901.32 165,565,445.21
8、Available-for-sale financial assets
(1) Situation of available-for-sale financial assets
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
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 2016 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
4,000,000.00 4,000,000.00 4,000,000.00 4,000,000.00 12.50
Co.,Ltd.
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
700,000.00 700,000.00 700,000.00 700,000.00 100,000 shares
(Group) Co., Ltd.
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 2016 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 2016
including：from comprehensive profits
Decreased in 2016
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 Bad debt
Book value Net book value Book value Net book value
provision provision
National coupons 20,000.00 20,000.00 20,000.00 20,000.00
Total 20,000.00 20,000.00 20,000.00 20,000.00
10、Long-term receivables
(1) Situation
Closing balance Opening balance Discount
Rate Range
Net
Items Bad debt Bad debt Net book
Book value book Book value
provision provision value
value
Other：
Long-term equity 2,179,203.68 2,179,203.68 2,179,203.68 2,179,203.68
including: Shenzhen Tellus
2,179,203.68 2,179,203.68 2,179,203.68 2,179,203.68
Automobile Services 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 2016 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 2016 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 2016
Investment Adjustment of
Investee Opening balance Increasi-ng Decreas-ing Other
income under comprehensiv-e
investment investment changes
equity-method profits
Ⅰ、Cooperative enterprise
Shenzhen Tellus Jimeng
59,799,695.73 -2,618,782.40
Investment Co.,Ltd.
Shenzhen Tellus Xing Investment
9,958,144.84 290,290.86 335,009.18
Co.,Ltd.
Total 69,757,840.57 290,290.86 -2,283,773.22
Ⅱ、Joint venture
Shenzhen Xing Long Mechanical
15,878,254.74
Models Co.,Ltd. *Note
Shenzhen Tellus Automobile
Services Chain Co.,Ltd.
Shenzhen Ren fu Tellus
72,747,568.25 9,267,912.50
Automobiles Services Co.,Ltd.
Shenzhen Automobile Industrial
8,293,805.73 133,261.47
Import and Export Co.,Ltd
Shenzhen Dongfeng Automobile
52,959,125.74 -5,762,337.95
Co., Ltd.
Shenzhen Xinyongtong Tenology
486,878.16 -117,929.22
Co.,Ltd
Shenzhen Xinyongtong Pump and
127,836.59
Environmental Protection Co.,Ltd
Shenzhen Xinyongtong
41,556.83
Consulting Service Co.,Ltd.
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Change in 2016
Investment Adjustment of
Investee Opening balance Increasi-ng Decreas-ing Other
income under comprehensiv-e
investment investment changes
equity-method profits
Shenzhen Xinyongtong
57,248.10 -54,457.85
Automobile Service Co.,Ltd.
Shenzhen Xinyongtong Dongxiao
Automobile Parts Sales Co.,Ltd.
Shenzhen Xinyongtong Xinda
Inspection Eqiupment Co.,Ltd
Hunan Changyang Industrial
1,810,540.70
Co.,Ltd.*Note①
Shenzhen Jiecheng Electronic
3,225,000.00
Co.,Ltd.*Note①
Shenzhen Xiandao Chemical
4,751,621.62
Materials Co.,Ltd.*Note①
China Automobile Shenzhen
400,000.00
Trading Co.,Ltd. *Note①
Shenzhen General Standard
500,000.00
Co.,Ltd.*Note①
Shenzhen Torch Spark Plug
17,849.20
Industrial Co.,Ltd.*Note①
Zhongqi South China Automobile
2,250,000.00
Sales Co.,Ltd. *Note①
Shenzhen Bailiyuan Power
1,320,000.00
Co.,Ltd.*Note①
Shenzhen Yiming Automobile
200,001.10
Trading Co.,Ltd. *Note①
Total 165,067,286.76 3,466,448.95
Ⅲ、Others
Shenzhen Hanli Hi-technology 1,956,000.00
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Change in 2016
Investment Adjustment of
Investee Opening balance Increasi-ng Decreas-ing Other
income under comprehensiv-e
investment investment changes
equity-method profits
Ceramics Co.,Ltd.*Note *②
Nanfang Automobile Repairing
6,700,000.00
Center *Note *②
Total 8,656,000.00
Total 243,481,127.33 290,290.86 1,182,675.73
（continued）
Change in 2016 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. 57,180,913.33
Shenzhen Tellus Xing Investment Co.,Ltd. 10,583,444.88
Total 67,764,358.21
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 75,715,480.75
Co.,Ltd.
Shenzhen Automobile Industrial Import and
8,427,067.20
Export Co.,Ltd
Shenzhen Dongfeng Automobile Co., Ltd. 11,720,379.82 35,476,407.97
Shenzhen Xinyongtong Tenology Co.,Ltd 368,948.94
Shenzhen Xinyongtong Pump and Environmental
127,836.59 127,836.59
Protection Co.,Ltd
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Change in 2016 Closing balance
Investee Declaration of cash Bad debt Closing balance for bad debt
Others
dividends or profits provision provision
Shenzhen Xinyongtong Consulting Service
41,556.83 41,556.83
Co.,Ltd.
Shenzhen Xinyongtong Automobile Service
2,790.25
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.*Note① 3,225,000.00 3,225,000.00
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 Co.,Ltd.
2,250,000.00 2,250,000.00
*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 18,020,379.82 150,513,355.89 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 *② 6,700,000.00 6,700,000.00
Total 8,656,000.00 8,656,000.00
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Change in 2016 Closing balance
Investee Declaration of cash Bad debt Closing balance for bad debt
Others
dividends or profits provision provision
Total 18,020,379.82 226,933,714.10 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 160,870,656.51 160,870,656.51
2、Increased at this period
（1）Land premium
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 78,770,523.03 78,770,523.03
2、Increased at this period 4,497,884.95 4,497,884.95
（1）Provisionor amortization 4,497,884.95 4,497,884.95
3、Decreased at this period
（1）Disposal
4、Closing balance 83,268,407.98 83,268,407.98
III. Impairment allowance
IV.Book value
1、Closing book value 77,602,248.53 77,602,248.53
2、Book value at year beginning 82,100,133.48 82,100,133.48
(2) The details of real estate investment of ownership or use-right restrictionrefer to
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
NoteVI-47.
(3)There are no real estate investment buildings without property certicificate up to
December 31st,2016.
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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 18,597,264.98 6,032,579.79 12,371,209.74 4,251,541.51 3,056,469.95 315,891,795.57
2、Increased at this period 143,589.74 585,477.65 462,986.51 508,033.69 1,700,087.59
（1）Purchase 143,589.74 585,477.65 462,986.51 508,033.69 1,700,087.59
3、Decreased at this period 122,807.60 1,102,487.00 404,001.80 175,099.20 1,606.84 1,806,002.44
（1）Disposal or scrap 1,102,487.00 404,001.80 175,099.20 1,606.84 1,683,194.84
（2）Others 122,807.60 122,807.60
4、Closing balance 271,459,922.00 17,638,367.72 6,214,055.64 12,659,097.05 4,757,968.36 3,056,469.95 315,785,880.72
II. Accumulateddepreciation
1、Opening 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
2、Increased at this period 7,157,932.95 363,343.46 452,479.04 621,114.35 145,410.35 8,740,280.15
（1）Provision 7,157,932.95 363,343.46 452,479.04 621,114.35 145,410.35 8,740,280.15
3、Decreased at this period 100,190.42 937,452.48 288,472.86 161,304.24 1,446.16 1,488,866.16
（1）Disposal or scrap 937,452.48 288,472.86 161,304.24 1,446.16 1,388,675.74
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深圳市特力(集团)股份有限公司 2016 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
（2）Others 100,190.42 100,190.42
4、Closing balance 147,097,591.99 13,133,465.78 4,438,240.34 9,693,651.39 3,938,766.93 2,775,087.22 181,076,803.65
III. Impairment allowance
1、Opening 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
2、Increased at this period
（1）Provision
3、Decreased at this period
（1）Disposal or scrap
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 120,806,944.31 2,952,542.15 1,769,650.30 2,947,460.95 749,638.45 129,226,236.16
2、Opening 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
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Note：Current depreciation is RMB8,740,280.15.There is no fixed assets transferred
fromconstruction 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 1,251,023.22 Reason left over by history
Hostel at North Remin Road 5,902.41 Reason left over by history
Songquan apartment（Mix） 43,824.50 Reason left over by history
Tellus building underground park 11,045,162.00 Unable to handle real estate license
Tellus building conversion layer 1,986,244.28 Unable to handle real estate license
Warehouse of trading department 100,454.05 Reason left over by history
Warehouse 1,015,475.41 Reason left over by history
The 1st, 2nd, 3rd factory building, 3 to 5 layers 4,546,352.56 Reason left over by history
Yongtong building 42,487,809.31 Reason left over by history
The 16th apartment house, Taohua Yuan 1,864,895.52 Reason left over by history
Automobile building 19,297,855.69 Reason left over by history
Floor 1 of business housing, Baoan 1,157,904.93 Reason left over by history
Zhonghe building 5,566,740.45 Reason left over by history
Total 90,369,644.33
(4) The fixed assets with restricted ownership
Details of the fixed assets with restricted ownership refer to Note VI-47.
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 343,365,313.46 343,365,313.46 279,056,650.35 279,056,650.35
Total 343,365,313.46 343,365,313.46 279,056,650.35 279,056,650.35
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
(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 36096 million 279,056,650.35 64,308,663.11 343,365,313.46
Total 279,056,650.35 64,308,663.11 343,365,313.46
（continued）
Rate of
Proportion Capitalizationof Including：Current amount of
Name Progress capitalization of Source of funds
(%) interest capitalization of interest
interest（%）
Shuibei Jewelry Building 95.13 95.13 15,106,966.30 981,549.44 0.28 Self-financing
Total 95.13 95.13 15,106,966.30 981,549.44 0.28
(3) Provision for devaluation for current year.
There is no provision for devaluation for construction in progress at the end of December
31st, 2016.
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 95,800.00 937,185.00 55,317,908.80
2、Increased at this period 1,967,851.00 133,000.00 2,100,851.00
（1）Purchase 1,967,851.00 133,000.00 2,100,851.00
3、Decreased at thisperiod
（1）Disposal
4、Closing balance 56,252,774.80 95,800.00 1,070,185.00 57,418,759.80
II. Accumulated amortization
1、Opening balance 1,859,072.76 59,344.91 414,217.76 2,332,635.43
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Items Land use right Trademarks Software Total
2、Increased at this period 1,193,122.05 9,579.96 144,303.64 1,347,005.65
(1)Provision 1,193,122.05 9,579.96 144,303.64 1,347,005.65
3、Decreased at this period
（1）Disposal
4、Closing balance 3,052,194.81 68,924.87 558,521.40 3,679,641.08
III.Impairment allowance
IV.Book value
1. Closing book value 53,200,579.99 26,875.13 511,663.60 53,739,118.72
2. Opening book value 52,425,851.04 36,455.09 522,967.24 52,985,273.37
Note：The current year amortization is RMB 1,347,005.65.
(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 1,499,006.24 541,612.11 602,857.04 1,437,761.31
Total 1,499,006.24 541,612.11 602,857.04 1,437,761.31
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 Deferred income tax Deductible temporary Deferred income tax
difference assets difference assets
Allowances for assets impairment 78,513,371.56 19,644,169.65 78,585,491.56 19,644,872.90
Equity investment variance 14,844,139.31 3,711,034.83 14,844,139.31 3,711,034.83
Unrealized Profit on Transactions with 4,374,373.52
1,093,593.38 4,530,142.32 1,132,535.58
associate Companies
151
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Total 97,731,884.39 24,448,797.86 97,959,773.19 24,488,443.31
(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 930,844.24 232,711.06 1,912,340.48 478,085.12
Total 930,844.24 232,711.06 1,912,340.48 478,085.12
(3) Details of the un-recognized deferred income tax assets
Items Closing balance Opening balance
Deductible temporary difference 103,706,658.55 102,739,875.16
Deductible loss 39,164,563.93 41,176,065.43
Total 142,871,222.48 143,915,940.59
(4) Deductible losses of the un-recognized deferred income tax asset will expire in the
following years
Year Closing balance Opening balance Remark
2016 2,656,114.39
2017 5,875,485.17 1,543,641.99
2018 15,020,960.85 15,520,231.84
2019 14,499,089.58 19,656,438.96
2020 507,700.61 1,799,638.25
2021 3,261,327.72
Total 39,164,563.93 41,176,065.43
18、Other non-current assets
Items Closing balance Opening balance
Prepayments for equipments 1,800,000.00
Others 100,000.00 100,000.00
Total 100,000.00 1,900,000.00
19、Provision for asset impairment
152
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Decreased
Items Opening balance Increased Closing balance
Reversal Resell
I.Bad debt provision 104,342,351.09 347,483.42 104,689,834.51
II. Provision for impairment of held-to-maturity 20,000.00 20,000.00
investments
III.Provision for decline in value of inventories 28,956,396.62 825,202.49 45,792.70 100,153.83 29,635,652.58
IV.Provision for impairment of long-term 23,300,406.04 23,300,406.04
investments
V.Provision for impairment of fixed assets 5,482,840.91 5,482,840.91
VI.Provision for impairment of available-for-sale 8,126,240.00 8,126,240.00
financial assets
Total 170,228,234.66 1,172,685.91 45,792.70 100,153.83 171,254,974.04
20、Short-term loan
(1) Categories of short-term loans
Items Closing balance Opening balance
Fiduciary loan 50,000,000.00
Total 50,000,000.00
(2) There is no overdue short-term loans at the end of this period.
21、Accounts payable
(1) Accounts payable
Items Closing balance Opening balance
Accounts payable 23,599,227.33 27,417,068.61
Total 23,599,227.33 27,417,068.61
(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
153
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Total 6,054,855.46
22、Advance accounts
(1) Advance accounts
Aging Closing balance Opening balance
Within 1 year 10,872,120.44 10,729,385.35
1 to 2 years 345,811.38
2 to 3 years 29,881.35
Over 3 years 712,561.20 701,540.96
Total 11,930,493.02 11,460,807.66
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 18,231,524.91 65,445,184.57 58,467,237.05 25,209,472.43
II. Post-employment benefit-defined
1,408,213.90 8,053,719.10 7,526,774.25 1,935,158.75
benefit plans
III. Severance welfares 720,069.10 720,069.10
IV. Other benefits due within 1 year
Total 19,639,738.81 74,218,972.77 66,714,080.40 27,144,631.18
(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 15,850,539.89 57,125,433.29 50,099,797.42 22,876,175.76
II. Employee welfare 939,936.12 939,936.12
III.Social insurance premium 10,312.26 2,566,385.81 2,568,667.17 8,030.90
Including:Medical insurance premium 9,240.78 2,294,263.43 2,296,501.36 7,002.85
Industries insurance premium 476.16 94,571.34 94,590.51 456.99
Maternity insurance premium 595.32 177,551.04 177,575.30 571.06
154
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Items Opening balance Increase in this period Decrease in this period Closing balance
IV. Housing fund 2,136,992.16 3,456,438.91 3,498,748.68 2,094,682.39
V. Union expenses and employee
233,680.60 1,356,990.44 1,360,087.66 230,583.38
education expenditure
VI. Short-term paid absence
VII. Short-term profit share plan
VIII.Others
Total 18,231,524.91 65,445,184.57 58,467,237.05 25,209,472.43
(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 254,438.37 6,195,240.65 6,305,711.34 143,967.68
II. Unemployment insurance premium 1,324.85 120,787.93 120,978.84 1,133.94
III. Company annuity payment 1,152,450.68 1,737,690.52 1,100,084.07 1,790,057.13
Total 1,408,213.90 8,053,719.10 7,526,774.25 1,935,158.75
24、Taxes and fees payable
Items Closing balance Opening balance
VAT 979,259.98 176,318.69
Corporate income tax 974,988.75
Enterprise income tax 1,951,517.14 1,969,038.78
Individual income tax 260,584.17 174,434.79
Urban construction and maintenance tax 179,827.99 159,154.08
Property tax 864,954.73 864,954.64
Land VAT 5,362,682.64 5,362,682.64
Land tax 241,516.81 177,330.86
Education surcharge 168,983.23 155,960.23
Others 72,351.91 29,037.80
155
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Items Closing balance Opening balance
Total 10,081,678.60 10,043,901.26
25、Interest payable
Items Closing balance Opening balance
Interest on short-term borrowings 66,458.33
Interest payable on maturity debt due to maturity 11,368.00
Total 77,826.33
26、Other payables
(1) Other payables by categories
Items Closing balance Opening balance
Related parties transactions and loan、interest 56,774,469.90 135,662,323.98
Deposit、security bond 16,252,470.66 16,313,694.07
Others 53,018,913.98 41,821,768.63
Total 126,045,854.54 193,797,786.68
(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. 47,439,109.72 There are no expire date setted by the holding company
Total 47,439,109.72
27、Long-term borrowings
Items Closing balance Opening balance
Mortgaged loan 12,000,000.00
Total 12,000,000.00
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
Total 3,920,160.36 13,972,779.67
156
深圳市特力(集团)股份有限公司 2016 年年度报告全文
29、Accrued liabilities
Items Closing balance Opening balance
Pending actions 1,192,618.90
Total 1,192,618.90
30、Other non-current liabilities
Items Closing balance Opening balance
Deferred income * 14,239,537.48 13,269,356.04
Total 14,239,537.48 13,269,356.04
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（+ -）
Opening
Items Bonus Capitalization of Closing balance
balance New issue Other Subtotal
issue public reserve
Restricted tradable shares
1.State-owned shares
2. State-owned legal person
20,587,056 -14,587,056 6,000,000
shares
3.Other omestic-owned
shares
Including: Domestic
71,000,000 71,000,000
legalperson wnership
Domestic nature person
4. Foreign-owned shares
Including: Foreign
legalperson ownership
Foreign nature person
Total restricted tradable
91,587,056 -14,587,056 77,000,000
shares
157
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Changes for the period（+ -）
Opening
Items Bonus Capitalization of Closing balance
balance New issue Other Subtotal
issue public reserve
Ⅱ、Tradable shares
1. Ordinary shares
179,294,544 14,587,056 193,881,600
denominated in RMB
2. Foreign-owned shares
26,400,000 26,400,000
listed domestically
3. Foreign-owned shares
listed overseas
4.Others
Total tradable shares 205,694,544 14,587,056 220,281,600
Ⅲ、Total shares 297,281,600 297,281,600
32、Capital reserve
Items Opening balance Increased in this period Decreased in this period Closing balance
Capital premium 559,544,773.35 559,544,773.35
Other reserves 4,647,832.16 4,647,832.16
Total 564,192,605.51 564,192,605.51
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
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 3,742,260.49 -39,026,529.03
Adjustment: Total undistributed profits at beginning of year (Increase +, decrease -)
After adjustment: Undistributed profits at beginning of year 3,742,260.49 -39,026,529.03
Add: Net profit attributable to shareholders of the parent 27,193,562.63 42,768,789.52
158
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Items Current period Previous period
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 30,935,823.12 3,742,260.49
35、Operating Revenues and Operating Costs
Current period Previous period
Items
Revenue Cost Revenue Cost
Principal operating activities 316,404,722.99 226,210,269.82 290,705,488.37 213,408,631.14
Other operating activities 7,836,118.91 2,832,579.81 13,021,302.20 4,583,585.06
Total 324,240,841.90 229,042,849.63 303,726,790.57 217,992,216.20
36、Business taxes and surcharges
Items Amount of current period Amount of previous period
Business tax 1,657,980.71 5,041,179.59
City construction and maintenance tax 825,698.86 680,017.76
Education surcharges 577,748.71 468,211.75
Land tax 474,491.90
Property tax 5,098,228.48
Others 137,899.11
Total 8,772,047.77 6,189,409.10
Note①: Details of business taxes and surcharges please refer to Note V.Taxes.
Note ②: According to Implementing Measures for Pilot Collection of Value Added Tax in
Lieu of Business Tax, Sales tax and extra charges renamed as Taxes and additional, which
accounts the Companys consumption tax, urban maintenance and construction tax,
resource tax, extra charges of education funds, property tax, tenure tax, vehicle and vessel
use taxand stamp duty. Since May 1st 2016, construction tax, tenure tax, vehicle and vessel
use tax and stamp duty start to disclose under Taxes and additional, instead of
159
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Administration expense.
37、Selling expenses
Items Current period Previous period
Employment benefits 11,089,565.59 9,848,996.50
Advertisement 434,329.39 594,035.30
Depreciation 826,067.67 875,473.68
Office expenses 985,403.14 994,402.01
Water and electricity fee 522,463.42 471,404.57
Travel expenses 558,536.32 471,731.35
Others 2,240,308.96 1,462,833.87
Total 16,656,674.49 14,718,877.28
38、Administration expenses
Items Current period Previous period
Staff cost 29,870,747.79 16,504,340.76
Taxes and fees 932,933.04 3,380,791.12
Office expenses 2,677,198.76 2,209,367.65
Travel expenses 1,832,190.40 2,549,961.82
Entertainment expenses 811,691.39 886,305.20
Depreciation and amortization 1,705,301.77 1,820,282.48
Consultation and service fee 1,792,048.80 2,331,090.87
Others 2,824,639.54 3,199,729.00
Total 42,446,751.49 32,881,868.90
39、Financial expenses
Items Current period Previous period
Interest expenses 3,373,834.74 10,003,421.69
Less: Interest income 4,342,149.21 3,487,230.40
Less: Interest capitalized 11,368.00 3,120,270.97
160
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Items Current period Previous period
Exchange difference 153,927.41 134,292.88
Others 319,794.09 813,475.63
Total -505,960.97 4,343,688.83
40、Loss of assets impairment
Items Current period Previous period
Loss of bad debts 347,483.42 921,464.41
Loss of inventory valuation 779,409.79 731,105.33
Loss of long term equity investment valuation 41,556.83
Total 1,126,893.21 1,694,126.57
41、Investment income
Items Current period Previous period
Income generated from long-term equity investments measured by equity method 1,182,675.73 15,252,012.32
Investment income from holding financial products 3,916,317.84 5,740,301.35
Total 5,098,993.57 20,992,313.67
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 68,314.27 39,278.33 68,314.27
Including：Gains on fixed asset disposals 68,314.27 39,278.33 68,314.27
Govermant grants 371,850.00
Others 32,237.30 122,547.53 32,237.30
Total 100,551.57 533,675.86 100,551.57
43、Non-Operation expenses
161
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Recorded in the amount of the non-recurring
Items Current period Previous period
gains and losses
Loss on non- recurring asset disposal 120,004.34 73,623.42 120,004.34
Including: Loss on fixed asset disposal 120,004.34 73,623.42 120,004.34
Others 1,295,796.73 65,873.64 1,295,796.73
Total 1,415,801.07 139,497.06 1,415,801.07
44、Income tax expenses
(1) Income tax expenses
Items Amount of current period Amount of previous period
Current income tax expense 3,145,622.73 3,611,105.39
Deferred income tax expense -205,728.61 944,631.68
Adjustment of previous income tax -72,496.31 -684.46
Total 2,867,397.81 4,555,052.61
(2) The process of calculating the income tax based on accounting profits
Items Amount of current period
Consolidated profit this year 30,485,330.35
Income tax calculated at legal or applicable tax rate 7,621,332.59
Impact of various tax rates applicable to subsidiaries 16,640.11
Adjustment of impact on the income tax in the previous period -72,496.31
Impact of non-taxable income 1,809,110.05
Impact of non-deductible cost, expense and loss -2,139,127.69
Impact of deductible losses deferred income tax assets unconfirmed in the previous use period -666,165.76
Impact of the deductible temporary differences or deductible loss of unconfirmed deferred tax assets of -3,701,895.18
this year.
Changes of the deferred tax assets/liability caused by the adjustment of tax rate
Income taxes 2,867,397.81
45、Notes to items in the cash flow statements
(1) Other cash receipts relating to operating activities
162
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Items Current period Previous period
Cash received from business operation 7,814,292.31 13,705,340.52
Cash pledge and security deposits 453,503.84
Interest income 4,342,149.21 3,138,397.07
Total 12,156,441.52 17,297,241.43
(2) Other cash payments relating to operating activities
Items Current period Previous period
Cash paid to general and administrative expenses 26,369,109.90 24,541,157.90
Cash paid to operating expenses and others 7,432,759.18 11,009,649.87
Total 33,801,869.08 35,550,807.77
(3) Other cash payment relating to financing activities
Items Current period Previous period
Cash paid to financing expenses 21,828,274.26
Total 21,828,274.26
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 27,617,932.54 42,738,043.55
Add: Impairment loss provision of assets 1,126,893.21 1,694,126.57
Depreciation of fixed assets, oil and gas assets and consumable biological
13,139,540.29 13,164,743.45
assets
Amortization of intangible assets 231,561.97 101,016.92
Amortization of Long-term deferred expenses 585,928.04 612,899.02
Loss on disposal of fixed assets, intangible assets and other long-term deferred 51,690.07 34,345.09
163
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Items Current period Previous period
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 "-") 3,516,394.15 7,017,443.60
Loss on investment (gain as in "-") -5,098,993.57 -20,992,313.67
Decreased in deferred income tax assets (increase as in "-") 39,645.45 1,190,005.74
Increased of deferred income tax liabilities (increase as in "-") -245,374.06 -245,374.06
Decreased of inventories (increase as in "-") 4,433,164.96 31,791,449.24
Decreased of operating receivables (increase as in "-") -7,688,513.15 2,231,233.00
Increased of operating Payable (decrease as in "-") 20,165,064.42 1,345,008.88
Others
Net cash flows from operating activities 57,874,934.32 80,682,627.33
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 178,497,640.10 99,184,710.93
Less: Beginning balance of cash equivalents 99,184,710.93 80,045,669.65
Add：Ending balance of cash equivalents
Less: Beginning balance of cash equivalents
Net increase of cash and cash equivalents 79,312,929.17 19,139,041.28
(2) Composition of cash and cash equivalents
Items Closing balance Opening balance
I. Cash 178,497,640.10 99,184,710.93
Including: Cash on hand 96,167.91 75,003.23
Bank deposits 178,401,472.19 99,109,707.70
164
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Items Closing balance Opening balance
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 178,497,640.10 99,184,710.93
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 40,000,000.00 Note VI-1
investment real estate 46,512,737.62
Fixed assets 6,739,074.21
Intangible assets 51,310,407.36
Long-term equity investment 75,715,480.75 Note IX-5(2)
Total 220,277,699.94
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, 2015 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
this period, the loan has been repaid but the assets are still mortgaged because of the loan
limit.
2. In June 24th, 2014, the subsidiaryShenzhen Zhongtian Industrial Co.,Ltd. borrowed RMB
300 million from the Construction Bank Shuibei Jewelry Branch by signing a mortgage
165
深圳市特力(集团)股份有限公司 2016 年年度报告全文
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 is RMB12,000,000.00.
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.
At the end of this period, 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 6.94 5,938.07
Cash-UKD 534.00 0.89 477.67
VII、Change of scope ofconsolidation
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
There is no disposal of subsidiaries in the reporting period.
5、Other reasons
There is a new subsidiary corporation called Anhui Tellus Star Jewelry Investment co., LTD
established on June 24th2016 which invested by the Company and Star Jewelry co., LTD.
The social credit code is 91340100MA2MX4PK43 on its business license. Another new
166
深圳市特力(集团)股份有限公司 2016 年年度报告全文
subsidiary corporation called Anhui Tellus XingguangJinzun Jewelry co., LTD established
on September 22nd 2016 which invested by Anhui Tellus Xingguang Jinzun Jewelry
Investment co., LTD and Anhui Jinzun Jewelry co., LTD. The social credit code is
91340100MA2N0QAJ1H on its business license.
Ⅷ、Equity in other entities
1、Equity in subsidiary
(1) The structure of the enterprise group
Proportion
Main operating Registration Nature of
Names ofshareholding（%） 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 Inspection
Shenzhen Shenzhen Service 51.00 Establish/Investment
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
167
深圳市特力(集团)股份有限公司 2016 年年度报告全文
Proportion
Main operating Registration Nature of
Names ofshareholding（%） Way of gaining
place place business
Directly Indirectly
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.
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
Anhui Tellus Star Jewelry Investment Co., LTD Hefei Hefei Business 51.00 Establish/Investment
Anhui Tellus Xingguang Jinzun Jewelry Co.,
Hefei Hefei Business 60.00 Establish/Investment
LTD
Note：*The operating periodof Shenzhen Hanli Hi-technology Ceramics Co., Ltd.was from
September 9th, 1993 to September 21st, 1998, and the operating period ofShenzhen
Nanfang Automobile Repairing centerwas from July 12 th,1994to July 11th. For stop
operating and did not participate annual inspections, the industry and commerce
registrationof 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% 1,029,505.85 -1,734,098.75
services Co.,Ltd.
Shenzhen Tefa Huari Automobile Enterprise
40% -712,157.57 11,498,509.69
Co.,Ltd.
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
(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 40,898,136.14 1,571,594.67 42,469,730.81 46,804,977.69 46,804,977.69
services Co.,Ltd.
Shenzhen Tefa Huari
Automobile Enterprise 42,822,752.85 31,691,585.09 74,514,337.94 45,100,864.92 667,198.80 45,768,063.72
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 36,700,757.39 1,308,446.07 38,009,203.46 44,918,214.96 44,918,214.96
services Co.,Ltd.
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.
Names of Current period Previous period
the Operation Comprehensive Operating Operation Comprehensive Operating cash
Net profit Net profit
subsidiary revenue income cash flow revenue income flow
Shenzhen
Huari
Toyota
Automobile 192,287,794.93 2,573,764.62 2,573,764.62 8,918,363.51 185,704,704.44 1,559,595.56 1,559,595.56 41,524,021.39
sales and
services
Co.,Ltd.
Shenzhen
37,018,805.77 -1,780,393.92 -1,780,393.92 2,922,584.44 32,837,537.55 -2,773,873.62 -2,773,873.62 298,968.38
Tefa Huari
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Names of Current period Previous period
the
Automobile
subsidiary
Enterprise
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
Holding proportion（%） Accounting treatment of
Main operating
Registration investment in joint
Names place Nature of business
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 380,939,942.00 433,147,120.64 284,555,030.00 349,579,989.46
Fixed assets 22,120,081.00 154,874,554.92 25,699,486.00 194,895,619.83
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深圳市特力(集团)股份有限公司 2016 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.
Total assets 403,060,023.00 588,021,675.56 310,254,516.00 544,475,609.29
Current liabilities 186,730,078.00 376,098,044.69 102,404,321.00 262,389,706.82
Non-current liabilities 68,990,352.65 75,538,051.99
Total liabilities 186,730,078.00 445,088,397.34 102,404,321.00 337,927,758.81
Equity of minority shareholders 1,027,646.31 -5,288,652.50
Shareholders' equity of the 216,329,945.00
141,905,631.91 207,850,195.00 211,836,502.98
company
Net assets calculated by
75,715,480.75 35,476,407.97 72,747,568.25 52,959,125.74
shareholding proportion
Adjustment
—Goodwill
—Unrealized profit of internal
transaction
—Others
The book value of investment in
75,715,480.75 35,476,407.97 72,747,568.25 52,959,125.74
associated company
The fair value of the equity
investment in associated
company which have open
quotation in market
Operating revenue 1,096,050,124.00 573,229,481.00 876,992,496.00 457,918,003.79
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深圳市特力(集团)股份有限公司 2016 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.
Net profit 26,479,750.00 -22,704,239.56 5,242,659.00 50,882,918.27
Net profit gain from the
termination of operation
Other comprehensive income
Total comprehensive income 26,479,750.00 -22,704,239.56 5,242,659.00 50,882,918.27
Dividends received from
6,300,000.00 11,720,379.82 6,300,000.00
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 28,920,938.79 17,734,574.30
Including：Cash & Cash Equivalents 18,429,108.04 13,645,857.23
Fixed assets 422,125,153.92 297,377,588.89
Total assets 451,046,092.71 315,112,163.19
Current liabilities 55,664,266.08 10,642,771.76
Non-current liabilities 281,020,000.00 184,870,000.00
Total liabilities 336,684,266.08 195,512,771.76
Equity of minority shareholders
Shareholders' equity of the Company 114,361,826.63 119,599,391.43
Net assets calculated by shareholding proportion 57,180,913.32 59,799,695.73
Adjustment
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Shenzhen Tellus Jimeng investment Co.,Ltd.
Items
Closing balance/Current period Opening balance/Previous period
—Goodwill
—Unrealized profit of internal transaction
—Others
Book value of investment in joint ventures 57,180,913.32 59,799,695.73
Fair value of the equity investment in joint ventures which have open quotation
in market
Operating revenue 5,059,107.47
Financial expense 3,519,025.96 -271,705.38
Income tax
Net profit -5,237,564.80 164,105.57
Net profit gain from the termination of operation
Other comprehensive income
Total comprehensive income -5,237,564.80 164,105.57
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 10,583,444.89 9,958,144.84
Total amount of the pro rata calculation
of the following items
—Net profit 179,240.38 489,304.64
—Other Comprehensive income
—Total comprehensive income 179,240.38 489,304.64
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Items Closing balance/Current period Opening balance/Previous period
Associated enterprises：
Total book value of investment 24,677,061.13 24,716,186.73
Total amount of the pro rata calculation
of the following items
—Net profit -39,125.60 -85,243.94
—Other Comprehensive income
—Total comprehensive income -39,125.60 -85,243.94
(5) Excess deficit in joint ventures or associated enterprises
Accumulated unrealized Accumulated unrealized
Unrealized losses at the end
Names lossesat the end of previous losses at the end of current
of current period
period period
Shenzhen Tellus Automobile Services Chains
97,536.99 332.00 97,868.99
Co.,Ltd.
Shenzhen Xinyongtong Dongxiao Automobile
433,009.11 325,575.89 758,585.00
Service Co., Ltd.
Shenzhen Yongtong Xinda Inspection Equipment
432,678.37 -51,120.85 381,557.52
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 Parent company’s Parent company’s vote
Names Nature Registered capital
address shareholding ratio（%） ratio（%）
Shenzhen Tefa Real estate development and
Shenzhen 258,282 million 49.09 49.09
Group Co.,Ltd. management, domestic
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Registered Parent company’s Parent company’s vote
Names Nature Registered capital
address shareholding ratio（%） ratio（%）
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.
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 Lease income
lessee Type of lease recognized in current recognized in previous
period period
Shenzhen Ren Fu-Tellus Automotive Service Co.,Ltd. Houses leasing 5,047,618.84 5,300,000.00
Shenzhen Xinyongtong Automobile Service Co.,Ltd. Houses leasing 434,474.37 401,812.00
Shenzhen Xinyongtong Dongxiao Automobile Service Co., Ltd. Houses leasing 310,076.20 288,800.00
(2) Guarantee between related parties
The Company as guarantor
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
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
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 5,041.90 thousand. At the end of this reporting period, RMB 3,837.20 thousand
of and entrusted fee had been paid.
(4) Fees forfunds occupation of related parties
Amount of current Amount of previous
Related parties Content
period period
Borrowing：
Shenzhen Tefa Group Co.,Ltd. Fees for funds occupation 3,206,502.33 4,197,459.17
Lending：
Shenzhen Xing Long Mechanical Models Co.,Ltd. Fees for funds occupation 76,346.64 76,041.64
(5)Rewards for the key management personnel
Items Amount of current period (RMB’0000) Amount of previous period (RMB’0000)
Rewards for the key management personnel 640.00 620.00
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6、Receivables and payables of related parties
(1) Receivables
Closing balance Opening balance
Names Bad debt Bad debt
Book balance Book balance
provision provision
Accounts receivables：
Shenzhen Xinyongtong Automobile Service Co.,Ltd. 960,731.00 927,602.00 927,602.00 927,602.00
Shenzhen Xinyongtong Dongxiao Automobile Parts Sales Co.,Ltd. 704,700.00 680,400.00 680,400.00 680,400.00
Total 1,665,431.00 1,608,002.00 1,608,002.00 1,608,002.00
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 58,240.11
Shenzhen Yongtong Xinda Inspection Equipment Co.,Ltd 522,398.47 522,398.47 519,587.47 519,587.47
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. 2,186,682.94 998,136.92 2,110,336.30 960,116.10
Shenzhen Tellus Xinyongtong Automobile Service Co.,Ltd. 114,776.33 114,776.33 114,776.33 114,776.33
Total 4,960,425.05 3,713,638.92 4,881,267.41 3,672,807.10
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
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：
Shenzhen Tefa Real Estate Co., Ltd. 335,701.34 335,701.34
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Names Closing balance Opening balance
Hongkong Yujia Investment Co., Ltd. 2,171,300.16 2,019,296.65
Shenzhen Tefa Swan Enterprise Co.,Ltd. 20,703.25 20,703.25
Shenzhen Mechanical Equipment Import and Export Co.,Ltd. 1,576,424.94 1,455,892.44
Shenzhen Tefa Group Co.,Ltd. 50,645,612.05 129,810,211.32
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. 29,912.61 25,703.43
Shenzhen Yongtong Xinda Inspection Equipment Co.,Ltd. 24,340.00 24,340.00
Total 56,774,469.90 135,662,323.98
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 126,313,353.45 158,289,230.16
Total 126,313,353.45 158,289,230.16
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:
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.
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
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 RMB9,822,500 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 RMB9,822,500, 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
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 Streetis 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
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
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 ofinvestment 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 2015, 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”.
⑤ In October 2010, Shenzhen Futian District Construction Bureau sent Doc. SFJJJ
NO.[2010]115 Decision of Paying House and Public Utility Special Fund in Limit Time to
Shenzhen Automobile Industry and Trading Co., Ltd, Shenzhen Fuyida Investment
Development Co., LTD and Wenzhou Huaou Real Estate Development Co., LTD to pay
RMB 2,161,910.40 of house and public utility special fund. Up to the December 31 st 2016,
there is RMB 758,131.16 estimated which relate to the loss about the lawsuit.
⑥Shenzhen Nigang Industrial Co., LTD sued the Company to Shenzhen Luohu District
Peoples Court about parcel land NO.H403-0054(B) in 2016, according to the first-instance
judgement, the Company should return 1,585.84 ㎡ lands and RMB 347,271.74 land
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
occupancy charge plus RMB 7,268 per month to the plaintiff. The Company had already
appealed to Guangdong Higher Peoples Court. Up to the December 31st 2016, there is
RMB 434,487.74 estimated which relate to the loss about the lawsuit.
Ⅺ、Subsequent Event
1、Profit distribution
Pursuant to the resolution of Board at the Board of Directors meeting on April7th,2017, 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 2016
Vehicle inspection
Items Automobile sales &Components Leasing and services Inter-segment elimination Total
sales
Principal operating income 138,702,514.96 69,295,094.17 130,770,846.12 -22,363,732.26 316,404,722.99
Principal operating cost 133,056,820.98 54,860,897.42 57,714,860.65 -19,422,309.23 226,210,269.82
Total assets 32,095,959.76 91,408,343.70 1,979,830,340.27 -914,333,568.75 1,189,001,074.98
Total liabilities 44,375,604.11 54,717,672.01 569,137,458.70 -387,765,996.02 280,464,738.80
Year 2015
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Vehicle
Inter-segment
Items Automobile sales inspection&components Leasing and services Total
elimination
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
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
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Opening balance
Category Book balance Bad debt provision Book
Amount Proportion（%） Amount Proportion（%） value
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（%）
Other receivable ofindividual significance and
12,262,363.72 10.72 12,262,363.72 100.00
subject to individualimpairment assessment
Other receivable subject to impairment
assessment by credit risk characteristics of 100,230,803.79 87.65 1,231,153.76 1.23 98,999,650.03
portfolio
Other receivable of individual insignificance
but subject to individual impairment 1,858,735.58 1.63 1,858,735.58 100.00
assessment
Total 114,351,903.09 100.00 15,352,253.06 13.43 98,999,650.03
（Continued）
Opening balance
Book balance Provision for bad debts
Category
Proportion Proportion Book balance
Amount Amount
（%） （%）
Other receivable ofindividual significance and subject to
12,246,315.95 11.25 12,246,315.95 100.00
individualimpairment assessment
Other receivable subject to impairment assessment by 94,805,891.38 87.07 1,061,063.86 1.12 93,744,827.52
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Opening balance
Book balance Provision for bad debts
Category
Proportion Proportion Book balance
Amount Amount
（%） （%）
credit risk characteristics of portfolio
Other receivable of individual insignificance but subject to
1,833,967.78 1.68 1,833,967.78 100.00
individual impairment assessment
Total 108,886,175.11 100.00 15,141,347.59 13.91 93,744,827.52
① Other Receivable accounts with large amount individually and bad debt provisions
wereprovided
Closing balance
Other receivable（Unit） 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)
1,918,734.54 1,918,734.54 100.00 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 12,262,363.72 12,262,363.72
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 97,476,280.13
1 to 2 years 273,990.19 13,699.51 5.00
2to 3years 76,041.64 15,208.33 20.00
Over 3 years 2,404,491.83 1,202,245.92 50.00
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Closing balance
Aging
Other receivable Bad debt provision Proportion（%）
Total 100,230,803.79 1,231,153.76 1.23
(2) The amount of bad debt provision during the current year is RMB97,726.87.
(3) Other receivables classified by nature
Nature Closing balance Opening balance
Internal current account 97,287,270.49 92,031,334.71
Unit account 2,883,953.25 2,771,126.39
Others 14,180,679.35 14,083,714.01
Total 114,351,903.09 108,886,175.11
(4) The top five of other receivables classified by debtor at period end
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 4.37 5,000,000.00
Jinbeili Electrical Appliances Co.,Ltd. Unit account 2,706,983.51 Over 3 years 2.37 2,706,983.51
Shenzhen Petrochemical Industry (Group) Co.,
Unit account 1,918,734.54 Over 3 years 1.68 1,918,734.54
Ltd.
Huatong Casing Co.,Ltd. Unit account 1,212,373.79 Over 3 years 1.06 1,212,373.79
Others_VAT（Trade department） Unit account 763,481.79 Over 3 years 0.67 763,481.79
Total 11,601,573.63 10.15 11,601,573.63
(5) Accounts receivables related to government subsidy
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 noterminated recognize of other receivables due to financial assets transfer.
(6) 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
Items Closing balance Opening balance
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Bad debt Bad debt
Book balance Book value Book balance Book value
provision provision
Investment to the subsidiaries 528,823,572.73 1,956,000.00 526,867,572.73 525,795,543.61 1,956,000.00 523,839,543.61
Investment to joint
169,145,256.02 9,787,162.32 159,358,093.70 168,170,825.88 9,787,162.32 158,383,663.56
ventures/as-sociated enterprises
Total 697,968,828.75 11,743,162.32 686,225,666.43 693,966,369.49 11,743,162.32 682,223,207.17
（2）Investment to the subsidiaries
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 2,028,029.12 7,050,000.00
Ltd.
Shenzhen Tellus
Xinyongtong Automobile 57,672,885.22 57,672,885.22
Development Co.,Ltd.
Shenzhen Zhongtian
270,708,622.90 270,708,622.90
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
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Impairment Closing balance
Names Opening balance Increased Decreased Closing balance provision in of impairment
current year provision
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.*
Anhui Tellus Star Jewelry
1,000,000.00 1,000,000.00
Investment Co., LTD
Total 525,795,543.61 3,028,029.12 528,823,572.73 1,956,000.00
Note：*The detail information of Shenzhen Hanli Hi-technology Ceramics Co.,Ltd.refers to
Note VIII-1.Subsidiaries.
(3) Investment to joint ventures and associated enterprises
Increased /Decreased in reporting period
Gain/Loss of Adjustment of
Names Opening balance Decre Other equity
Increased investment under othercomprehen
ased changes
equity method sive income
I. Joint ventures
Shenzhen Tellus Jimeng Investment Co.,Ltd. 59,799,695.73 -2,618,782.40
Shenzhen Tellus Xing Investment Co.,Ltd. 9,958,144.84 290,290.86 335,009.18
Subtotal 69,757,840.57 290,290.86 -2,283,773.22
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
72,747,568.25 9,267,912.50
Co.,Ltd.
Hunan Changyang Industrial Co.,Ltd.* 1,810,540.70
Shenzhen Jiecheng Electronic Co.,Ltd.* 3,225,000.00
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Shenzhen Pilot New Chemical Materials Co.,Ltd.* 4,751,621.62
Subtotal 98,412,985.31 9,267,912.50
Total 168,170,825.88 290,290.86 6,984,139.28
（continued）
Increased /Decreased in reporting period Closing balance of
Names Declaration of cash Withdrawn impairment Closing balance impairment
Other
dividends or profits provision provision
I. Joint ventures
Shenzhen Tellus Jimeng Investment
57,180,913.33
Co.,Ltd.
Shenzhen Tellus Xing Investment
10,583,444.88
Co.,Ltd.
Subtotal 67,764,358.21
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 75,715,480.75
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
4,751,621.62 4,751,621.62
Materials Co.,Ltd.*
Subtotal 6,300,000.00 101,380,897.81 9,787,162.32
Total 6,300,000.00 169,145,256.02 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
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Current year Previous year
Items
Income Cost Income Cost
Principal operating activities 42,675,858.14 3,596,474.49 36,101,114.68 3,735,105.43
Total 42,675,858.14 3,596,474.49 36,101,114.68 3,735,105.43
5、Investment Income
Items Current year Previous year
Income from long-term equity investment measured by cost method 6,582,176.54
Income from long-term equity investment measured by adopting theequity method 6,984,139.28 2,562,056.88
Investment income received from holding of held-to-maturity investment 3,754,547.99 4,383,068.48
Total 17,320,863.81 6,945,125.36
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 -51,690.07
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
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 3,916,317.84
Impairment provision resulting from force majeure, e.g. natural disasters
Debt restructuring
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Items Amount Description
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
-1,192,618.90
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
Profit or loss on entrusted loans
Profit or loss on changes in the fair value of investment properties that are subsequently
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 -70,940.53
Other profit or loss that meets the definition of non-recurring profit or loss
Subtotal 2,601,068.34
Tax effects -170,101.35
Effects attributable to minority interests (after tax) -188,676.73
Total 2,959,846.42
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
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
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
3.0840 0.0915 0.0915
shareholders
Recurring profit or loss attributable to
2.7483 0.0815 0.0815
ordinary shareholders
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深圳市特力(集团)股份有限公司 2016 年年度报告全文
Section XII Documents available for Reference
The Company reserved completed integrated documents for CSRC, SZSE, relevant departments and public
investor for reference, including:
1. Original Accounting Statement of 2016 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).
192
