深圳市特力(集团)股份有限公司 2017 年年度报告全文
SHENZHEN TELLUS HOLDING CO., LTD
Annual Report 2017
April 2018
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
SectionI. 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, Lou Hong, person in charge of accounting
works and Liu Yuhong, person in charge of accounting organ (accounting
principal) hereby confirm that the Financial Report of 2017 Annual Report is
authentic, accurate and complete.
All directors are attended the Board Meeting for report deliberation.
Securities Times, 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 2017 年年度报告全文
Contents
SectionI. Important Notice, Contents and Paraphrase .................................................................. 2
Section II Company Profile and Main Finnaical Indexes .............................................................. 5
Section III Summary of Company Business .................................................................................. 10
Section V. Important Events............................................................................................................ 40
Section VI. Changes in Shares and Particulars about Shareholders .......................................... 57
Section VII. Preferred Stock ........................................................................................................... 63
Section VIII. Particulars about Directors, Supervisors, Senior Executives and Employees .... 64
Section IX. Corporate Governance ................................................................................................ 72
Section X. Corporate Bond ............................................................................................................. 80
Section XI Financial Report ............................................................................................................ 81
Section XII. Documents available for Reference ......................................................................... 195
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深圳市特力(集团)股份有限公司 2017 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 2017
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
Shenzhen Huari Toyota Auto Sales Co., Ltd. ;Shenzhen SD Huari
Huari Company Refers to
Automobile Enterprise Co.Limited
Zungfu Tellus Refers to Shenzhen Zungfu Tellus Auto Service Co., Ltd
Tellus Starlight Refers to Anhui Tellus Starlight Jewelry Investment Co., Ltd.
Tellus Starlight Jinzun Refers to Anhui Tellus Starlight Jinzun Jewelry Co., Ltd.
Sichuan Channel Platform Company Refers to Sichuan Tellus Jewelry Technology Co., Ltd.
Xinglong Company Refers to Shenzhen Xinglong Machinery Co., Ltd
Tellus Property Company Refers to Shenzhen SD Tellus Property Management Co., Ltd
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深圳市特力(集团)股份有限公司 2017 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, TellusBuilding, Shui Bei Er Road, Luohu District, Shenzhen
Code for registrations add 518020
Offices add. 15/F, CNNCBuilding, Shennan Middle Road, Futian District, Shenzhen
Codes for office add. 518031
Companys 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, CNNCBuilding, Shennan Middle 15/F, CNNCBuilding, 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 2017 年年度报告全文
IV. Registration changes of the Company
Organization code 91440300192192210U
Changes of main business since listing (if
No changes during the period
applicable)
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
13,717,440 shares, as the consideration of share merger reform, were transfer to
account of A-shareholders from SDG. After share merger reform, SDG holds 66.22% of
Previous changes for controlling
the total share capital of the Company. 3. On March 27, 2015, the Company has
shareholders (if applicable)
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.4.SDG reducted circulation stocks with
unrestricted in 2016 by concentrated bidding, which accounts for 2% of total shares of
the Company. Till the end of 2017, SDG holds49.09% of the total share capital of the
Company, is still the controlling shareholder of the company
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 Cai Xiaodong, Zhou Xuechun
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
□Applicable √Not applicable
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 or not
□ Yes √ No
2017 2016 Changes over last year 2015
Operating income (RMB) 347,237,289.80 324,240,841.90 7.09% 303,726,790.57
Net profit attributable to
66,862,772.68 27,193,562.63 145.88% 42,768,789.52
shareholders of the listed
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Company(RMB)
Net profit attributable to
shareholders of the listed Company
54,431,067.47 24,233,716.21 124.61% 28,588,480.42
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
-2,093,068.05 57,874,934.32 80,682,627.33
operating activities(RMB)
Basic earnings per share
0.2249 0.0915 145.79% 0.1538
(RMB/Share)
Diluted earnings per share
0.2249 0.0915 145.79% 0.1538
(RMB/Share)
Weighted average ROE 7.20% 3.08% 4.12% 6.21%
Changes over end of
End of 2017 End of 2016 End of 2015
last year
Total assets (RMB) 1,403,314,594.42 1,189,001,074.98 18.02% 1,168,667,927.49
Net assets attributable to
shareholder of listed Company 963,259,056.63 895,362,614.95 7.58% 868,169,052.32
(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 81,147,771.18 79,836,333.38 77,386,017.88 108,867,167.36
Net profit attributable to 4,494,980.27 20,101,924.82 16,007,734.85 26,258,132.74
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
shareholders of the listed Company
Net profit attributable to
shareholders of the listed Company
4,075,861.27 13,629,184.84 13,138,710.26 23,587,311.10
after deducting non-recurring gains
and losses
Net cash flow arising from
6,177,082.70 1,203,478.70 32,404,498.57 -41,878,128.02
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 Companys quarterly report and semi-annual report
□Yes √ No
IX. Items and amounts of extraordinary profit (gains)/loss
√Applicable □ Not applicable
In RMB
Item 2017 2016 2015 Note
Gains/losses from the disposal of
non-current asset (including the write-off 5,523,267.93 -51,690.07 -34,345.09
that accrued for impairment of assets)
Governmental subsidy reckoned into current
gains/losses (not including the subsidy
enjoyed in quota or ration according to 25,753.22 371,850.00
national standards, which are closely
relevant to enterprises business)
Fund possession cost reckoned into current
gains/losses charged from non-financial 76,041.64
business
Gains/losses from entrust investment or
6,606,218.86 3,916,317.84 5,740,301.35
assets management
Gains/losses from contingency without
-1,192,618.90 -61,965.00
routine business concerned
Restoring of receivable impairment
15,000.00 31,980.00
provision that tested individually
Other non-operating income and expenditure
690,397.76 -70,940.53 118,638.89
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 59,964.10 -170,101.35 1,576,392.95
Impact on minority shareholders equity 445,010.10 -188,676.73 132,446.96
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
(post-tax)
Total 12,431,705.21 2,959,846.42 14,180,309.10 --
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 2017 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 iscar sales; car testing, maintenance, accessories sales and resource asset
management.
1. Car sales, testing, maintenance and accessories sales: During the reporting period, the company
overcame market difficulties, optimized the relevant business segments by strengthening the operation and control
of the holding companies, the performance of the holding companies of various automobile business segments
continued to rise, and the holding subsidiary Huari Company hit a new high in the operating profits after
continuously turning losses into gains in 2015 and 2016 and continuedto maintain a good momentum of
development. The companys auto sales revenue for the full year was 146.15 million Yuan, an increase of 5.37%
over the same period of last year.
2. Resourcesassetsmanagement
During the reporting period, the company adopted a variety of business methods to improve the performance, and
achieved resource asset management income of more than 90 million Yuan, reaching their highest level.
3. Jewelry service business: During the reporting period, the company closely focused on the strategic thinking of
transforming to a comprehensive service operator for the jewelry industry and fully promoted the companys
strategy implementation.
During the reporting period, the company used the raised funds to invest in the establishment of Sichuan Tellus
Jewelry Technology Co., Ltd., and successfully launched operations and achieved the landing of the regional
jewelry channel platform,completed the preparatory work for the establishment of the jewelry industry innovation
investment fund, including the selection of fund partners, discussion and confirmation of specific elements of the
fund program, market research on some jewelry internet platform enterprises, and shall actively promote and
implement the fund investment projects. In order to successfully transform to the jewelry industry, after market
survey and industry research, the company submitted the “Tellus Group Innovation and Creation Base
Construction Plan” to the Development and Reform Commission of Shenzhen Municipality and was awardedthe
Shenzhen Innovative and Creative Base, and the tentative implementation plan is being implemented.In September
2017, Tellus was successfully elected as the president unit of the Shenzhen Jewelry Designers Association, and at
the end of 2017, it promoted the designer counter to enter the platform projects in Sichuan and Anhui so as to
provide basic guarantees and strong support for building the designer innovation and entrepreneurial platforms in
the future.
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
II. Major changes in main assets
1. Major changes in main assets
Major assets Note of major changes
Book value of long-term equity investment up to 31st December 2017 amounting to
284.4647 million Yuan, increased 80.8314 million Yuan over that of period beginning
Equity assets with 39.69% goes up, mainly because purchasing 13% equity of Xinglong Company and
the investment income of share-holding enterprise accrual by equity increased in the
period
Fixed assets No major change
Intangible assets No major change
Book value of the construction in progress till end of 31 st December 2017 amounting to
Construction in progress 378.1609 million Yuan, an increase of 34.7956 million Yuan from a year earlier with
10.13% up. Mainly due to the continuous input on Shuibei Jewelry Building
Book value of other current assets till end of 31st December 2017 amounting to 219.5823
Other current assets million Yuan, an increase of 129.4583 million Yuan from a year earlier with 143.64% up,
mainly due to the increase of financial products in the period.
Book value of account receivable till end of 31st December 2017 amounting to 44.2152
million Yuan, an increase of 44.1015 million Yuan from a year earlier, mainly because
Account receivable
the wholesale credit for jewelry from subsidiary Sichuan Tellus Company increased in
the period
Book value of account paid in advance till end of 31st December 2017 amounting to
3.7377 million Yuan, a decrease of 4.699 million Yuan from a year earlier with 55.7%
Account paid in advance
down, mainly because account paid in advance to FAW Toyota from Huari Toyota and
rent for shopping malls from Anhui Company declined in the period
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. Master the core area resources of property in jewelry industry
Shenzhen jewelrys output value accounts for more than 70% of the national jewelry industry, and Shuibei-Buxin area is the core
gathering area of Shenzhen jewelry industry with over 70% in aspect of output value of the jewelry industry in Shenzhen, has formed
the largest cluster of gold jewelry enterprises in the country, covering the entire industry chain including raw material procurement,
production and processing, and wholesale sales, and the economic and strategic position and the core aggregation effects of this area
in jewelry industry have remained stable for many years.
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
According to the urban renewal “13th Five-Year” Plan of the Luohu District in Shenzhen, Shuibei-Buxin area will be built as the
Jewelry Fashion Industry Zone in Luohu District, including the international jewelry art center in Shuibei, and the jewelry
intelligence high-end manufacturing center in Buxin, the international jewelry ecological creative city will be established.The
company is the largest owner in the Tellus Gimeng Gold Jewelry Industry Park in Shuibei. The phase I of Tellus Shuibei Jewelry
Building will soon be put into use, and the phase II project will also soon be launched; and the Company is also the largest owner of
the #04 and #05 plots in the urban renewal unit planning project for Buxin industrial park. In 2017, the Company engaged the
intermediary agency to conduct a comprehensive planning for Buxin property and will make full efforts to promote the renovation of
Buxin property, and the property area owned by Tellus in this area will increase from 37,000㎡ to 70,000 - 80,000㎡ after the
completion of renovation project.The Company will continue to maintain its position as the largest owner of Shuibei and Buxin areas,
and grasp the resource advantages of physical platforms in the core area of jewelry industry.
2. Meet the core platform enterprise requirements for jewelry industry chain
In recent years, the jewelry market pattern has undergone drastic changes, at the same time, affected by the financial policies such as
deleveraging and financial risk prevention, the banks reduced the credit scale, which brought financing difficulties to the entire
jewelry industry and restricted the industry development. In 2018, in order to respond to the spirit of “strengthening the reform of
financial system and enhancing the economic capabilities of financial services entities” proposed by the 19th National Congress of the
Communist Party of China, the banks has formulated various supportive policies and intensified their cooperation with state-owned
enterprises, and to carrying out inclusive financial services by cooperating with the core platform enterprise within the industry; and
service entity economy by emphasized on the financial supporting to medium, small and micro enterprises.Under these circumstances,
credit endorsement ability and vital function of the state-owned enterprise increasingly enhanced, as the state-owned enterprise in
jewelry industry, the special identity advantage are more and more prominent.
The Company mapped out its strategic blueprint as creating the third-party operation integrated service provider in the jewelry
industry,without participate in the specific operations of jewelry products, and compete for the stock market businesses either; but to
avoiding directly interest conflict with jewelry enterprise by innovating new business models to fill up the market vacancies and
explore the incremental markets. After decades of hard work transformation to the jewelry industry, the Company has closely strategy
cooperation with many corporate champion within the jewelry industry, many jewelry innovation platform projects jointly investment
are landing operation, and we will carry out more in-depth cooperation in third-party service area in more jewelry industry.
During the jewelry industry, the Company has its unique advantage for having specific third-party service platform strategy, the good
credit ability of state-owned enterprise and core property resources in the industry. The Company has qualification of being a core
platform enterprise in jewelry industry chain, and it is the best choice for banks to cooperate in jewelry industry. Tellus will give full
pay to its own advantage, on one hand, providing low-cost inclusive financial service and other value added services to medium,
small and micro enterprises in jewelry industry through cooperate with the banks, reducing industry costs effectively, conscientiously
fulfill the social responsibility of state-owned enterprise and service the entity economy; on other hand, unite the upstream &
downstream within the jewelry industry, integrated industrial demand, improved traditional models, provided innovation services in
full, solve the industry pain points, while realizing its own social responsibility and returning the shareholders of the Company,
promote the industry progress and achieved the win-win situation in many ways.
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Section IV Discussion and Analysis of the Operation
I. Introduction
In 2017, Chinas supply-side structural reform gradually showed its effects, andthe GDP had an increase of 6.9%
over the previous year, and the total volume, increment, and quality of economic operations have been improved.
Chinas economy was undergoing the key period of industrial upgrading, structural optimization, quality
improvement, and kinetic energy conversion, but many complicated problems needed to be solved to consolidate
the good momentum, and there were arduous challenges. Facing the complicated economic situation, under the
leadership of the party committee and the board of directors and the joint efforts of all Tellus people, and guided
by innovation-driven development, the company actively promoted various work, constantly clarified the business
model and specific implementation path of the jewelry platform services, some of the projects have already been
implemented; completed the equity transfer of Tellus Property Company and the acquisition of shares of Xinglong
Company; as a result, the operating profit has continued to rise and hit a new historical high.
During the reporting period, the Company has achieved operating income of 347.24 million Yuan, increased 23
million Yuan compared with 324.24 million Yuan in the same period of last year, an increase of 7.09%, which is
mainly due to the increase of income from auto sales and jewelry wholesale & retail. Total profits amounting to
68.93 million Yuan, an increase of 38.44 million Yuan compared with 30.49 million Yuan in the same period of
last year.Mainly because ① operation income from controlling enterprise increased 12.64 million Yuan from a
year earlier; ②inenterprise business performance increase over the previous year,investment income increased
20.12 million yuan from a year earlier,(increased 10.21 million Yuan of investment income from shareholding
enterprise Shenzhen Dongfeng Automobile Co., Ltd.and increased 8.23 million Yuan from Shenzhen Zungfu
Tellus Auto Service Co., Ltd. and increased 1.68 million Yuan from Shenzhen Tellus Gman Investment Co., Ltd.;
③5.28 million Yuan recognized as investment income from disposal of property company in May.The net profit
belonging to parent Company is 66.86 million Yuan, an increase of 39.67 million Yuan compared with 27.19
million Yuan in the same period of last year,the net profit attributable to shareholder of listed company after
deducted non-recurring gains/losses amounted as 54.43 million Yuan, an increase of 30.2 million Yuan from last
year.
II. Main business analysis
1. Introduction
See the “I-Introduction” in “Discussion and Analysis of the Operation”
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
2. Revenue and cost
(1) Constitute of operation revenue
In RMB
2017 2016
Ratio in operation Ratio in operation y-o-y changes
Amount Amount
revenue revenue
Total operation
347,237,289.80 100% 324,240,841.90 100% 7.09%
revenue
According to industries
Auto sales 146,150,511.84 42.09% 138,702,514.96 42.78% 5.37%
Auto inspection and
maintenance and 50,192,766.34 14.45% 51,777,605.75 15.97% -3.06%
accessories sales
Property rental and
108,174,167.58 31.15% 133,760,721.19 41.25% -19.13%
service
Jewelry wholesale
42,719,844.04 12.30%
and retails
According to products
Auto sales 146,150,511.84 42.09% 138,702,514.96 42.78% 5.37%
Auto inspection and
maintenance and 50,192,766.34 14.45% 51,777,605.75 15.97% -3.06%
accessories sales
Property rental and
108,174,167.58 31.15% 133,760,721.19 41.25% -19.13%
service
Jewelry wholesale
42,719,844.04 12.30%
and retails
According to region
Shenzhen 304,517,445.76 87.70% 324,240,841.90 100.00% -6.08%
Anhui 4,884,558.80 1.40%
Sichuan 37,835,285.24 10.90%
(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
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
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 146,150,511.84 141,236,154.23 3.36% 5.37% 6.15% -0.71%
Auto inspection
and maintenance
50,192,766.34 38,200,637.20 23.89% -3.06% -5.54% 2.00%
and accessories
sales
Property rental
100,820,353.86 33,397,969.18 66.87% -19.94% -36.64% 8.73%
and service
Jewelry
wholesale and 42,719,844.04 38,718,354.34 9.37% 9.37%
retails
According to products
Auto sales 146,150,511.84 141,236,154.23 3.36% 5.37% 6.15% -0.71%
Auto inspection
and maintenance
50,192,766.34 38,200,637.20 23.89% -3.06% -5.54% 2.00%
and accessories
sales
Property rental
100,820,353.86 33,397,969.18 66.87% -19.94% -36.64% 8.73%
and service
Jewelry
wholesale and 42,719,844.04 38,718,354.34 9.37% 9.37%
retails
According to region
Shenzhen 297,163,632.04 208,077,898.04 29.98% -6.08% -8.02% 1.47%
Anhui 4,884,558.80 8,047,976.80 -64.76% -64.76%
Sichuan 37,835,285.24 35,427,240.11 6.36% 6.36%
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on
latest one years scope of period-end
□ Applicable √ Not applicable
(3) Income from physical sales larger than income from labors
√ Yes □ No
Industries Item Unit 2017 2016 v
Sales volume Set 834 815 2.33%
Auto sales (vehicle)
Storage Set 58 54 7.41%
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Reasons for y-o-y relevant data with over 30% changes
□Applicable √ Not applicable
(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
2017 2016
Increase/decrease
Industries Item Ratio in operation Ratio in operation
Amount Amount y-o-y
cost cost
Auto sales Auto 141,236,154.23 55.55% 133,056,820.98 58.09% 6.15%
Auto inspection
Accessory,
and maintenance
maintenance and 38,200,637.20 15.02% 40,440,530.10 17.66% -5.54%
and accessories
detection
sales
Lease, property
Property rental
management and 36,099,814.88 14.20% 55,545,498.55 24.25% -35.01%
and service
other
Retail and
Jewelry operation wholesale of 38,718,354.34 15.23%
jewelry
Total 254,254,960.65 100.00% 229,042,849.63 100.00% 11.01%
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 2017, comparing with last year, there is one subsidiary included:
Sichuan Tellus JewelryTechnology and one company disposed: Shenzhen SDG Tellus Property Management 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) 21,186,896.12
16
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Proportion in total annual sales volume for top five clients 6.10%
Ratio of the sales from related parties in total annual sales
1.45%
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 5,047,619.20 1.45%
Service Co., Ltd.
Shenzhen Jiafengcheng Industrial
2 5,148,529.06 1.48%
Development Co., Ltd.
Shenzhen Yiquan Investment Consulting
3 4,410,000.00 1.27%
Co., Ltd.
4 Shenzhen Hongjiayi Investment Co., Ltd. 3,504,542.86 1.01%
Shenzhen Xingguangda Jewelry Industrial
5 3,076,205.00 0.89%
Co., Ltd.
Total -- 21,186,896.12 6.10%
Other situation of main clients
□ Applicable √ Not applicable
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 188,145,055.36
Proportion in total annual purchase amount for top five
74.00%
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. 153,457,533.60 60.36%
ShenzhenKaiheng Jewelry Industrial Co.,
2 16,495,726.50 6.49%
Ltd.
3 Shenzhen Jinyudeshang Gold Co., Ltd. 12,393,162.39 4.87%
TOYOTA Motor (China) Investment Co.,
4 3,644,145.30 1.43%
Ltd.
5 Shenzhen Perfect Diamond Co., Ltd. 2,154,487.57 0.85%
Total -- 188,145,055.36 74.00%
Other notes of main suppliers of the Company
□ Applicable √ Not applicable
17
深圳市特力(集团)股份有限公司 2017 年年度报告全文
3. Expenses
In RMB
Increase/decrease
2017 2016 Note of major changes
y-o-y
Sales expense 16,490,379.71 16,656,674.49 -1.00%
Management expense 36,735,283.59 42,446,751.49 -13.46%
Mainly due to the increase of loans
Financial expense 1,520,168.86 -505,960.97
interest
4. R&D investment
□ Applicable √ Not applicable
5. Cash flow
In RMB
Item 2017 2016 Y-o-y changes
Subtotal of cash in-flow from
360,454,671.41 382,254,957.22 -5.70%
operation activity
Subtotal of cash out-flow from
362,547,739.46 324,380,022.90 11.77%
operation activity
Net cash flow from operation
-2,093,068.05 57,874,934.32
activity
Subtotal of cash in-flow from
686,489,369.68 413,663,270.79 65.95%
investment activity
Subtotal of cash out-flow from
835,440,610.55 374,327,206.62 123.18%
investment activity
Net cash flow from investment
-148,951,240.87 39,336,064.17
activity
Subtotal of cash in-flow from
239,272,000.00 64,330,000.00 271.94%
financing activity
Subtotal of cash out-flow from
124,931,753.63 82,228,479.17 51.93%
financing activity
Net cash flow from financing
114,340,246.37 -17,898,479.17
activity
Net increased amount of cash
-36,704,421.54 79,312,929.17
and cash equivalent
Main reasons for y-o-y major changes in aspect of relevant data
√Applicable □ Not applicable
18
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Item 2017 2016 Y-o-y changes Note
Net cash flow from operation -2,093,068.05 57,874,934.32 Jewelry sales on credit from Sichuan
activity Tellus Company has long period of
collection and the goods deposit
paid to Zhoudafu by Anhui Starlight
Company
Subtotal of cash in-flow from 686,489,369.68 413,663,270.79 65.95% More redemption of financial
investment activity products in the period and received
the margin from Xinglong Company
for equity transfer
Subtotal of cash out-flow from 835,440,610.55 374,327,206.62 123.18% Increase of the financial products
investment activity investment
Net cash flow from investment -148,951,240.87 39,336,064.17 The undue financial products
activity increased over that of last period
239,272,000.00 64,330,000.00 271.94% More bank loans in the period and
investment from minority
Subtotal of cash in-flow from
shareholders increased from Tellus
financing activity
Starlight Company and Sichuan
Jewelry Company
124,931,753.63 82,228,479.17 51.93% Loan payment increased, mainly due
Subtotal of cash out-flow from to the loan principal and interest
financing activity paid to SDG and the bank in the
period
Net cash flow from financing 114,340,246.37 -17,898,479.17 Bank loans increased from a year
activity earlier
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
19
深圳市特力(集团)股份有限公司 2017 年年度报告全文
IV. Assets and liability
1. Major changes of assets composition
In RMB
End of 2017 End of 2016
Ratio
Ratio in total Ratio in total Notes of major changes
Amount Amount changes
assets assets
Monetary fund 161,793,218.56 11.53% 218,497,640.10 18.38% -6.85%
Account
44,215,236.68 3.15% 113,736.64 0.01% 3.14%
receivable
Inventory 12,646,227.22 0.90% 11,038,915.69 0.93% -0.03%
Investment
73,223,512.21 5.22% 77,602,248.53 6.53% -1.31%
property
Long-term
equity 284,464,749.15 20.27% 203,633,308.06 17.13% 3.14%
investment
Fix assets 120,296,822.84 8.57% 129,226,236.16 10.87% -2.30%
Construction in
378,160,896.69 26.95% 343,365,313.46 28.88% -1.93%
process
Short-term loans 120,000,000.00 8.55% 50,000,000.00 4.21% 4.34%
Long-term loans 38,600,000.00 2.75% 12,000,000.00 1.01% 1.74%
2. Assets and liability measured by fair value
□ Applicable √ Not applicable
3. Right of the assets restrained till end of the Period
Found more in the “Auditing Report 2017” disclosed on the same day in Juchao Website: 50. Assets with
ownership or use right restrained listed in Note VI. Items of Consolidate Statement
20
深圳市特力(集团)股份有限公司 2017 年年度报告全文
V. Investment
1. Overall situation
√Applicable □Not applicable
Investment amount at same period of last
Investment amount in the period (RMB) Changes
year (RMB)
97,600,000.00 4,980,000.00 1,807.63%
2. The major equity investment obtained in the reporting period
√Applicable □Not applicable
In RMB
Index
Status Current Date of
of
Name Princip Method Amoun as of investm Whethe disclos
Term of Type of disclos
of al of t of Shareh Capital Partner the Expecte ent r ure (if
investm product
investe busines investm investm olding sources s balance d return profit litigatio ure (if
ent s applica
e s ent ent sheet and n applica
ble
date loss ble
)
)
Found
more in
Notice
(No.:
2017-0
Shenzh 73)
Shenzh
en release
en
Runhe 13% d on
Xinglo
Union equity Securiti
ng Private To 1 Propert
Acquisi 67,600, Owned Investm acquisit 2017-0 es
Mecha propert 13.00% Jan. y 0.00 0.00 N
tion 000.00 fund ent ion 9-02 Times,
nical y lease 2030 leasing
Develo complet Hong
Mold
pment ed Kong
Co.,
Co., Comm
Ltd.
Ltd. ercial
Daily
and
Juchao
Websit
e
Sichuan Sales of New 30,000, 66.67% Fund-ra Chengd 2047-0 Sales of Registr 0.00 558,48 N 2017-0 Found
21
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Tellus jewelry establis 000.00 ising u 7-02 jewelry ation 5.24 7-08 more in
Jewelry hed Ruihan complet Notice
Technol g ed (No.:
ogy Co., Jewelry 2017-0
Ltd. Co., 53)
Ltd, release
Chengd d on
u Securiti
Caizhiy es
uan Times,
Jewelry Hong
Co., Kong
Ltd., Comme
Chengd rcial
u Daily
Kaixing and
Industri Juchao
al Co., Website
Ltd.and
Sichuan
Baoxie
Comme
rcial
Manage
ment
Co.,
Ltd.
97,600, 558,48
Total -- -- -- -- -- -- -- -- 0.00 -- -- --
000.00 5.24
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
22
深圳市特力(集团)股份有限公司 2017 年年度报告全文
5. Application of raised proceeds
√Applicable □Not applicable
(1) Overall application of raised proceeds
√Applicable □Not applicable
In 10 thousand Yuan
Usage of
Cumulativ Ratio of the
Total
e raised cumulative retained
Total Total raised Total Raised
capitals raised raised
Total raised accumulati capital has accumulati capitals
has capitals capitals
Year Way raised capital ve raised purpose of ve raised idle for
purpose of has and what
capitals used capitals uses capitals more than
uses purpose of is expected
in Period used changed in unused two years
changed in uses to invested
Period
total changed with those
capitals
The
Company
used
temporaril
y idle
funds to
purchase
guaranteed
financial
Non -
products
2015 Public 63,352 3,696.78 48,185.25 17,097.4 17,097.4 26.99% 17,239.1 0
124.5
Offering
million
Yuan, raise
funds
account
balances
amounting
to
47,891,048
.56 Yuan
Total -- 63,352 3,696.78 48,185.25 17,097.4 17,097.4 26.99% 17,239.1 -- 0
Explanation on General usage of raised capital
According to the “Proposal of the Companys plan for non-public offering of shares” and other related proposals deliberated and
approved by the Companys 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)
23
深圳市特力(集团)股份有限公司 2017 年年度报告全文
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 36,967,800 Yuan, and accumulated to put into raised funds of 481,852,500Yuan
(2) Situation of committed project of raised proceeds
√Applicable □Not applicable
In 10 thousand Yuan
Amount Investme
of nt Predicted Project
Projects Total Total
Amount accumula program serviceab Profit Reach the feasibility
changed committe
investme
Committed investment or not d invested ted till the le realized predicted was
projects &investment (includin investme nt after
in this investme period-en condition in this interest or changed
of raised fund g nt of
adjustme
changed raised period nt till the d date of year not hugely or
partially) capitals nt (1)
period-en (3)=(2)/(1 project not
d (2) )
Investment project commitment
Not
1. Tellus Shuibei
Y 26,000 33,097.4 660.78 25,999.25 78.55% 0 applicabl N
Jewelry Building
e
2.1 Newly increased Not
renovation costs of Y 6,809 2,799.79 36 36 1.29% 0 applicabl N
Tellus Shuibei project e
Not
2.2Bank loans payment N 19,150 19,150 0 19,150 100.00% 0 applicabl N
e
2.3 Sichuan Regional Not
Jewelry Channel Y 0 10,000 3,000 3,000 30.00% 55.85 applicabl N
Platform Company e
Not
2.4Retail market of
Y 19,500 0 0 0 0.00% 0 applicabl Y
jewelry business
e
Not
2.5Jewerly e-business Y 4,500 0 0 0 0.00% 0 applicabl Y
e
Not
2.6 Jewelry training
Y 3,800 0 0 0 0.00% 0 applicabl Y
business
e
24
深圳市特力(集团)股份有限公司 2017 年年度报告全文
2.7 Automobile leasing Not
business supporting the Y 2,630 0 0 0 0.00% 0 applicabl Y
jewelry market e
Subtotal of
-- 82,389 65,047.19 3,696.78 48,185.25 -- -- 55.85 -- --
commitment projects
Investment orientation for over raised fund
N/A
Total -- 82,389 65,047.19 3,696.78 48,185.25 -- -- 55.85 -- --
1. Tellus Shuibei Jewelry Building has currently completed the main construction, and completed other
acceptance except for planning acceptance. The project is in the pre-work of merchandise absorption, and
it is unable to determine the time for used.
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.
(2) The newly increased renovation costs of Tellus Shuibei project will be put into use according to the
project implementation progress.
(3) On 7 April 2017 and 4 May 2017, the Company holding the official 7 th meeting of 8th BOD and AGM
of 2016 respectively, deliberated and approved the “Proposal of Cancelling Part of the Fund-Raised
Investment Projects”, that is, the jewelry e-business, jewelry training, jewelry market matching with the
Situation not automobile leasing business supporting the jewelry market are determined to cancelled. (4) On 8 May 2017
about
coming up to schemed and 25 May 2017, the Company holding the 8th extraordinary meeting of 8th BOD and First Extraordinary
progress or expected shareholders meeting of 2017 respectively, deliberated and approved the “Proposal of ”Changed the
revenue and the Fund-Raised Purpose and Investment on Jewelry Channel Platform Company in Sichuan area”, that is, the
reason(In specific Company will contribute fund-raised of 100 million Yuan in the project of Sichuan Regional Jewelry
project) Channel Platform Company, the Company takes 66.67% equity in the above mentioned new company. (5)
On 12 December 2017 and 28 December 2017, the Company holding the 13 th extraordinary meeting of 8th
BOD and Third Extraordinary Shareholders Meeting of 2017 respectively, deliberated and approved
“Proposal of Change the Projects with Fund-Raised Investment”, that is, the Company will change the
fund-raised projects according to actual conditions, increased more investment in Tellus Shuibei Jewelry
Buildings and the total fund raised investment, the second capital for decoration will reduce to 27.9979
million Yuan from former 68.09 million Yuan, the 13.93 million Yuan which has no projects occupied, the
40.0921 million Yuan reduced from decoration and 16.9519 million Yan from part of the interest and
financial products will totally (70.974 million Yuan) invested in the follow-up construction of Tellus
Shuibei Jewelry Building, the Tellus Shuibei Jewelry Building project plans to have 330.974 million Yuan
from the fund-raised after changed.
(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 Companys overall performance if investing
Explanation on great
the jewelry e-commerce platform according to the original plan under the current market situation, so the
changes of feasibility
Company has decided to suspend the plan to use raised funds to invest in this project. The raised funds in
of project
the original plan shall be used for other projects.(2) Jewelry retail market business: since 2015, affected by
the decline of prosperity in jewelry industry and the raise of property costs, large jewelry retail markets
across the country have shrunk the business and reduced the income and profits, if the Company continued
25
深圳市特力(集团)股份有限公司 2017 年年度报告全文
to invest large funds into the jewelry retail market, the business risks would be large, so the Company has
planned to cancel the raised-fund investment plan for the jewelry retail market business. (3) 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 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
Applicable
Occurred in the period
1. On 7 April 2017 and 4 May 2017, the Company holding the official 7 th meeting of 8th BOD and AGM of
2016 respectively, deliberated and approved the “Proposal of Cancelling Part of the Fund-Raised
Investment Projects”, that is, the jewelry e-business, jewelry training, jewelry market matching with the
automobile leasing business supporting the jewelry market are determined to cancelled. 2. On 8 May 2017
and 25 May 2017, the Company holding the 8th extraordinary meeting of 8th BOD and First
Adjustment of
Extraordinaryshareholders meeting of 2017 respectively, deliberated and approved the “Proposal
implementation way
of ”Changed the Fund-Raised Purpose and Investment on Jewelry Channel Platform Company in Sichuan
for investment project
area”, that is, the Company will contribute fund-raised of 100 million Yuan in the project of Sichuan
of raised capitals
Regional Jewelry Channel Platform Company, the Company takes 66.67% equity in the above mentioned
new company. 3.On 12 December 2017 and 28 December 2017, the Company holding the
13thextraordinary meeting of 8th BOD and Third Extraordinary Shareholders Meeting of 2017 respectively,
deliberated and approved “Proposal of Change the Projects with Fund-Raised Investment”, that is, the
Company will change the fund-raised projects according to actual conditions, increased more investment in
Tellus Shuibei Jewelry Buildings and the total fund raised investment, the second capital for decoration
will reduce to 27.9979 million Yuan from former 68.09 million Yuan, the 13.93 million Yuan which has no
projects occupied, the 40.0921 million Yuan reduced from decoration and 16.9519 million Yan from part of
26
深圳市特力(集团)股份有限公司 2017 年年度报告全文
the interest and financial products will totally (70.974 million Yuan) invested in the follow-up construction
of Tellus Shuibei Jewelry Building, the Tellus Shuibei Jewelry Building project plans to have 330.974
million Yuan from the fund-raised after changed.
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 Companys circulating
funds and 98,562,000 Yuan was used to replace and supplement the beforehand invested self-raised funds
of Tellus ShuibeiJewelry Building project. The Companys 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
On 7 April 2017 and 4 May 2017, the Company holding 7th session of 8th BOD and the AGM 2016
respectively, deliberated and approved the proposal of Purchasing Financial Products with Part of the
Raised-Funds and Self-owned Capital, that is, in the premise of guarantee no impact on construction
Use of funds and process of the raised-fund projects, in one year since the AGM resolution agreed, use the accumulate idle
allocation for reserved raised-fund up to 500 million Yuan for purchasing short-term guaranteed financial products; cumulative
raised capital 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 250 million Yuan at any point of time. Till end of 31 st December 2017,
the balance of cash management used from idle raised-fund amounting to 124.5 million Yuan.
Issues or other
conditions found in use
N/A
of fund raised and
disclosure
27
深圳市特力(集团)股份有限公司 2017 年年度报告全文
(3)The changed project of raised proceeds
√ Applicable □ Not applicable
In 10 thousand Yuan
Project
Accumulati feasibility
Total raised Investment Predicted
Amount ve funds Reach the was
Correspondi funds plans program till serviceable Profit
Project after actually actually predicted changed
ng original to invested the condition realized in
changed invested in invested interest or hugely or
project after period-end date of this year
the Period ended as the not (Y/N) not after
changed (1) (3)=(2)/(1) project
Period (2) project
changed
Tellus Tellus
Shuibei Shuibei
33,097.4 660.78 25,999.25 78.55% 0N N
Jewelry Jewelry
Building Building
Newly Newly
increased increased
renovation renovation
costs of costs of 2,799.79 36 36 1.29% 0N N
Tellus Tellus
Shuibeiproj Shuibeiproj
ect ect
Jewelry
retailing
market,
jewelry
e-business,
Sichuan
jewelry
Regional
training
Jewelry
business 10,000 3,000 3,000 30.00% 55.85 Y N
Channel
and
Platform
automobile
Company
leasing
business
supporting
the jewelry
market
Total -- 45,897.19 3,696.78 29,035.25 -- -- 55.85 -- --
Explanation on reasons of the changes, 1. On 7 April 2017 and 4 May 2017, the Company holding the official 7 th meeting of 8th
decision-making procedures and BOD and AGM of 2016 respectively, deliberated and approved the “Proposal of Cancelling
information disclosure (explain by Part of the Fund-Raised Investment Projects”, that is, the jewelry e-business, jewelry
28
深圳市特力(集团)股份有限公司 2017 年年度报告全文
specific project) training, jewelry market matching with the automobile leasing business supporting the
jewelry market are determined to cancelled. 2. On 8 May 2017 and 25 May 2017, the
Company holding the 8th extraordinary meeting of 8th BOD and First
Extraordinaryshareholders meeting of 2017 respectively, deliberated and approved the
“Proposal of ”Changed the Fund-Raised Purpose and Investment on Jewelry Channel
Platform Company in Sichuan area”, that is, the Company will contribute fund-raised of
100 million Yuan in the project of Sichuan Regional Jewelry Channel Platform Company,
the Company takes 66.67% equity in the above mentioned new company. 3. On 12
December 2017 and 28 December 2017, the Company holding the 13thextraordinary
meeting of 8th BOD and Third Extraordinary Shareholders Meeting of 2017 respectively,
deliberated and approved “Proposal of Change the Projects with Fund-Raised Investment”,
that is, the Company will change the fund-raised projects according to actual conditions,
increased more investment in Tellus Shuibei Jewelry Buildings and the total fund raised
investment, the second capital for decoration will reduce to 27.9979 million Yuan from
former 68.09 million Yuan, the 13.93 million Yuan which has no projects occupied, the
40.0921 million Yuan reduced from decoration and 16.9519 million Yan from part of the
interest and financial products will totally (70.974 million Yuan) invested in the follow-up
construction of Tellus Shuibei Jewelry Building, the Tellus Shuibei Jewelry Building
project plans to have 330.974 million Yuan from the fund-raised after changed.
1. Tellus Shuibei Jewelry Building has currently completed the main construction, and
Particular and reasons of fail to
completed other acceptance except for planning acceptance. The project is in the pre-work
reached the target advance or
of merchandise absorption, and it is unable to determine the time for used.
anticipated income (explain by
2. Newly increased renovation costs of Tellus Shuibei project will put into use according to
specific project)
the progress
Explanation on major changes on
project feasibility after project N/A
changed
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.
29
深圳市特力(集团)股份有限公司 2017 年年度报告全文
2. Sales of major equity
√ Applicable □ Not applicable
Implem
Net
ented on
profit Ratio of
schedul
contribu the net
e (Y/N),
ted by profit Owners
explaine
the sold from Whether hip
Trading Relation d the
equity Impact equity it was a transferr
price Pricing ship reasons Disclos
Counter Equity Sales from on the sales related ed Disclos
(10 principa with the and ure
part sold day period-b Compan in total transacti complet ure day
thousan l counter counter index
egin to y net on ely or
d Yuan) part 与 measure
date for profit of (Y/N) not
for not
sales (in the (Y/N)
complet
10 Compan
ed on
thousan y
schedul
d Yuan)
e
In
accorda
nce with
the Notice(
Assets No.:
SDG
Apprais 2017-03
Property
al 9)
Compan
Report released
100% y has
(Guozo on
equity the
nglian Securiti
Shenzhe of same
Ping es
n SDG Shenzhe Transfer controlli
Bao Zi Times,
Property n SDG income ng On
2017-05 920170 2017-05 Hong
Manage Tellus 1,415 25 of 5.28 8.03% Y sharehol Y schedul
-25 No. -26 Kong
ment Property million der of e
3-0058 Comme
Co., Manage Yuan the
issued rcial
Ltd. ment Compan
by Daily
Co., y, we
Guozho and
Ltd. has
nglian Juchao
related
Land Website
relations
Real (www.c
hip
Estate ninfo.co
Assets m.cn).
Apprais
al Co.,
Ltd.- the
30
深圳市特力(集团)股份有限公司 2017 年年度报告全文
enterpri
se with
qualific
ation of
exercisi
ng
securitie
s and
futures
business
, the
assessm
ent is
adopted
asset-ba
sed
approac
h and
income
approac
h
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 58.96 297,482,781. 257,455,261. 19,529,339.2 11,793,481.7 10,052,309.0
Industry and Subsidiary and
million 26 67 4 3 7
Trade accessories
Corporation
Auto
Shenzhen SD
maintenance
Huari
and US$ 5 76,167,949.9 28,883,354.7 36,550,379.4
Automobile Subsidiary -525,444.47 137,080.56
production million 0 8 2
Enterprise
and sales of
Co.Limited
accessories
Shenzhen RMB
Property 441,958,976. 281,009,360. -2,390,588.0 -2,390,474.3
Zhongtian Subsidiary 338.224 5,070,427.53
rental 41 30 1 1
Industrial million
31
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Co., Ltd
Shenzhen
Huari Toyota Sales of RMB 2 50,066,796.2 -1,405,479.6 194,934,139.
Subsidiary 2,926,927.83 2,929,767.26
Automobile automobile million 7 2 85
Sales Co. Ltd
Shenzhen
Manufacture
Xinyongtong
of inspection
Auto Vehicle RMB 19.61 11,112,154.1
Subsidiary equipment 4,065,550.52 4,833,791.88 1,299,875.76 919,062.12
Inspection million 1
for motor
Equipment
vehicle
Co., Ltd.
Shenzhen
Tellus Inspection
Xinyongtong and repair of RMB 32.90 86,792,919.4 51,647,320.9 12,788,630.5
Subsidiary 4,666,233.56 4,015,969.18
Automobile motor million 1 6 2
Development vehicle
Co. Ltd
Anhui Tellus
Starlight Jewelry
RMB 9.8 14,193,711.0 10,344,732.1 -4,376,133.0 -4,376,744.0
Jewelry Subsidiary sales, jewelry 4,884,558.80
million 4 9 0 5
Investment investment
Co.,Ltd.
Shenzhen
Zung Fu
Tellus Joint stock Car sales and RMB 30 413,827,603. 240,327,190. 1,246,685,89 64,404,075.0 49,997,245.0
Automobile Company maintenance million 00 00 1.00 0 0
Service Co.,
Ltd.
Manufacture
Shenzhen
and
Dongfeng Joint stock RMB 100 926,904,747. 157,768,303. 708,394,340. 16,335,024.8
maintenance 5,805,379.72
Automobile Company million 52 05 47 3
of
Co., Ltd.
automobile
Investment in
Shenzhen
industry,
Tellus Gman Joint stock RMB 434,882,962. 112,488,553. 53,060,351.0 -2,073,272.9 -1,873,272.9
property
Investment Company 123,704,960 12 64 6 9 9
management
Co., Ltd.
and leasing
Particular about subsidiaries obtained or disposed in report period
√ Applicable □ Not applicable
32
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Impact on overall operation and
Name Way to obtained and dispose in the Period
performance
Sichuan Tellus Jewelry Technology Co., Increased profit of 1.27 million Yuan in
Newly established subsidiary
Ltd. total in the year
Shenzhen SDG Tellus Property Achieved investment income of 5.28
Sold by equity transfer
Management Co., Ltd. million Yuan
Notes of holding and shareholding companies
VIII. Structured vehicle controlled by the Company
□ Applicable √ Not applicable
IX. Future Development Prospects
(I) The development strategy and implementation situation of the Company
After Tellus made a strategic planning of its transition to jewelry industry since 2014, the jewelry market just
went through dramatic changes in the pattern after a decade of robust growth and it entered into a new
development stage of optimizing and integrating industry. Based on the practical investigation on jewelry industry
for more than two years, Tellus has a much clearer picture of transition routine, strategic layout and core working
content, that is, on the basis of physical platforms at Shuibei and Buxin, with distribution channels and terminal
platforms from Sichuan and Hefei companies and through providing whole industry supply chain financial
services, a large financial service platform would be built to link the platforms of jewelry regional distributions,
retails and e-commerce, to make financial services permeating into the whole industry chain, to make the business
drain to every platform, to expand its business scale in a rapid way, to accumulate real data of the industry and to
enhance the resource sharing among each platforms, so as to form a real jewelry ecosystem and transit to a
third-party comprehensive operating service provider. During the reporting period, the Company has taken active
steps to promote the implementation of its transition strategy and part of projects has already put into operation,
which has laid a solid foundation for the successful transition of Tellus. In the future, the Company will actively
promote the implementation of its transition strategy with various innovation models.
1.Physical platform
(1)Industry Park project: physical platform is the core base of the overall strategy of the Company. By the end of
reporting period, except that the first phase project of Tellus Shuibei Jewelry Building was still undertaking
planning acceptance, all the other acceptances had been completed and ready for decoration and pre-lease; Shuibei
Jinzuo Building, constructed by a joint venture Shenzhen Tellus Gmen Investment Co.,Ltd. as the main
implementation body, has fully went into operation and turned profitable; The project of Xinglong Gold Jewelry
Building, previously named as Shenzhen Shuibei Xinglong Research and Development Center Building, which
was constructed by its joint-stock corporation Shenzhen Xionglong Machinery Mold Co.,Ltd. as the main
implementation body, has completed the process of planning construction and quality acceptance in December
2017, and it is under decoration and ready for decoration and pre-lease; the Company is making preparation for
preliminary works of the second phase of Tellus Shuibei Jewelry Building project, striving to get it started as soon
33
深圳市特力(集团)股份有限公司 2017 年年度报告全文
as possible in 2018.
(2)The industry of Shenzhen Jewelry is mainly concentrated in the areas of Shuibei and Buxin in Luohu district of
Shenzhen. Since the second half of 2016, the Luohu district government has formulated a strategic planning on
the supply-side structural reform of Jewelry industry in Luohu and Buxin, making Buxin area as the Luohu
Jewelry Intelligent Manufacturing Base. The Company is the largest estate owner in the No. 04 and No. 05
sub-unit of Buxin Industry Area Urban Renewal Units Planning project for the reason that it has a multitude of
real estates in Buxin industry area and the transition strategy of the Company is fully complying with the reform
strategy made by Luohu district government. During the reporting period, the Company has engaged an
intermediary organization to formulate a comprehensive scheme, and in order to maximize its revenue, the
Company will make a clear plan for the development, major implementation body, compensation for demolition
as well as renovation in 2018 in line with the existing planning of Luohu district.
2.Regional distribution platform
In July 2017, with raised funds, the Company, in cooperation with a competitive distributor in Sichuan area,
jointly invested to set up Sichuan Tellus Jewelry Technology Co.,Ltd. Which declared the officially
implementation of the first regional distribution platform. During the reporting period, under smooth development,
the project in Sichuan has officially put into operation in September and successfully turned profitable through
effective and reasonable risk control. After this business model has been tested by practice, the Company will
copy it and extend this regional distribution platform to a series of major regions in the future so as to form a
national distribution platform in the end, and will provide various value-added supporting services such as
grafting finance and have initial market influences on the upstream and downstream of jewelry industry by means
of national distribution platform.
3.Retail terminal platform
The Company has invested to establish Anhui Tellus Xingguang Jinzun Jewelry Co.,Ltd. in 2016, which was the
first project of Tellus during the implementation of transition, also the first try beyond cities of Tellus jewelry
platform. The core staffs from Tellus were participated in all the works related to decoration, pre-lease, financial
approving and daily operation; established relative working systems for finance, procurement and human
resources; and the EOS system was supported to remotely query the retail sales data at terminal. The first phase of
the first floor at the mall has started a trial operation in May Day of 2017 and all the stores at the first floor
officially put into operation during the National Day of 2017. Taking the project in Anhui province as the window
of entering into the jewelry market, jointly cooperated with superior jewelry distributors, the Company has had a
good master of jewelry terminal operation model and obtained consumption data with excellent resources in
distribution and industry so as to enhance the profitability and sustainable development capacity of the Company,
which was of positive significance for the future development of the Company. When the business model of retail
platform has been fully developed and after its project operation capability has been verified, Tellus will copy and
expand its jewelry retail market business to several areas in the country in various ways. At that time, the retail
terminal platform will be able to provide terminal supports and industry environment tentacles for physical
platform, and provide whole industry chain services as well as more terminal supports for the Company.
34
深圳市特力(集团)股份有限公司 2017 年年度报告全文
4.E-commerce platform
In order to give full play to its advantages in fixed asset, to accelerate the steps to transit into jewelry industry, to
realize the strategic planning and to avoid such unfavorable effects as long payback period and loss at embryonic
phase caused by direct investment by the Company and by cultivating jewelry industry from scratch, Tellus was
planning to make equity investment on potential target enterprises by means of setting up jewelry industry
innovation investment funds, making the most of advantages of capital of the funds, professional resources from
professional investment organization and other social resources, to make a strategic goal that is to build Tellus
into a jewelry industry comprehensive service operator, with professional investment mechanism and ways, to
reserve superior mergers and acquisitions projects for the industry development of the Company, to cultivate new
profit growth point, to innovate business model, expand business scale and achieve a sustainable, health and
smooth development of the Company. The funds will be focused on jewelry industry e-commerce, big data,
supply chain finance, brand service, jewelry designer platform, jewelry industry intelligent manufacturing and
other related fields, and dedicated to cultivate leaders in segment industry with cross-stage investment and
resources integration. By making the most of the low point of jewelry market cycle and grasping the opportunity
of the wave of internet application, the Company has explored the leading enterprises with new business format in
jewelry industry chain and sought for opportunities of mergers and acquisitions at price depression, with priority
to the project of establishing innovative internet platform enterprises within jewelry industry.
During the reporting period, the Company has finished the preliminary decision-making and preparatory works of
the funds, including the selection of fund partner, determination of the details of fund scheme, making market
investigation on part of jewelry internet platform enterprise. At present, the fund staffs are actively carrying out
the fidelity investigations as well as screening investment projects, striving to make investments on the selected
suitable internet platform enterprise in 2018, to integrate resources and business in line with the overall strategic
planning of Tellus, to build Tellus jewelry e-commerce platform.
5.Design and entrepreneurship platform
Tellus was successfully elected as the chairman company of Shenzhen Jewelry Designer Association in
September 2017 and launched a project that the designer counters entering into the platform of Sichuan and Anhui
in 2017, offering a fundamental guarantee and strong support to the innovation and entrepreneurship platform for
the designers in the future. During the reporting period, the Company has handed in the Construction Scheme of
Tellus Group Innovation and Entrepreneurship Base to Shenzhen Development and Reform Commission, which
has already been approved by Shenzhen Development and Reform Commission and won the awarding of
Shenzhen Innovation and Entrepreneurship Base. Tellus has initially identified the service model of Innovation
and Entrepreneurship Base. In 2018, Tellus will be planning to make the most of its resources advantage, to
cooperate with part of quality enterprises in jewelry industry, to prompt the implementation of innovation and
entrepreneurship base with over 3,000 square meters of property planned at the first phase of Tellus Shuibei
Jewelry Building, to jointly invest on building gold jewelry innovation incubator platform. With the innovation
within industry as well as new innovation teams, at the theme of New Design, New Technique, New Material,
New Technology and New Model, a world-leading jewelry industry innovation R&D platform will be built to
provide services for all the industry, to renovate the jewelry industry by the way of Innovation and
35
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Entrepreneurship, constantly inject new energy to the upgrading of jewelry industry transition, and to enhance the
comprehensive competitiveness of jewelry industry.
6.Jewelry big financial service platform
In the new strategic concept of the Company, all the platforms of jewelry regional distribution, retail terminal,
e-commerce as well as innovation and entrepreneurship would attract customers with the supply chain financial
service provided by Tellus big financial service platform, drain the business to each platform, expand the business
scale in a rapid way, accumulate real data of the industry, enhance the resource sharing between platforms, so as
to form a real jewelry industry ecosystem. In 2018, Tellus will take active steps to promote the landing of all the
platform projects especially the larger financial service platform, explore and develop business of financing
guarantee and small loans by means of investment and mergers and acquisitions, providing standard and fast
financial services to the nationwide customers. In the future, based on the development situation of the business,
Tellus will continue to explore the feasibility of establishing factoring companies and pawn companies, improve
the Tellus supply chain financial service, and build a standard and comprehensive big financial service platform.
The big financial service platform, working as the bond, will be better integrated into the business of all the
platforms and remain a crucial support for the future business of the Company.
7.Jewelry industry ecosystem
In conclusion, with implementation of the above planning, based on the physical platform located in Shuibei and
Buxin Industry Park as well as regional distribution and retail terminal platforms, the Company has built a
comprehensive jewelry financial service for the whole industry chain, whole industry chain trading service as well
as design and entrepreneurship service, linking to the industry, capital and business partners on one side while
linking to designers, products and users on the other side. In addition, all the platforms, fields and services will
support and inter-connect one another, jointly creating a third-party service platform for jewelry industry and
building a jewelry industry ecosystem.
(II)Operating plan
1.Business review
In last year, the Company made the development strategy and operation plan for 2017. during the reporting period,
the Company reinforced corporate management and improved management ability and effectiveness through
investing more efforts in management and increasing vertical service and management, which enabled Tellus
Group to continuously enhance its recurring income and record the best performance in operating indicators in
the history. With respect to implementation of business transformation, the Company established the Jewelry
Regional Distribution Platform Project in Sichuan, realized opening and operation of Anhui Jewelry Retail
Platform, completed establishment of decision-making procedure of jewelry industry innovation investment funds,
promoted settlement of special designer counters in Sichuan and Anhui platforms according to the scheduled
development strategy. Substantial progress has been made by the Company in these platform projects, which
propels its strategic transformation.
2.Operating plan for 2018
36
深圳市特力(集团)股份有限公司 2017 年年度报告全文
(1)to witness solid progress in transformed business with jewelry supply chain service platform as the core
business and physical platform construction as the foundation
In 2018, the Company will facilitate the strategic transformation with strong determination, aiming to drive
forward the materialization and development of the overall strategy with diversified platform business, including:
carry out the jewelry industry supply chain financial service business via various forms to build the mass financial
service platform of Tellus Group; improve operation scale of Suchuan distribution platform project, establish
reasonable and effective risk control system, further determine and verify operation model to improve operation
efficiency; make good operation of Hefei retail platform to accomplish operating targets with the best efforts;
complete planning acceptance and title registration in relating to the phase I of Shuibei Jewelry Building,
complete the business invitation and operation of the tower building and podium building; promote preliminary
works of the phase II of Shuibei Jewelry Building; identify the property renovation plan in Buxin region to
maximize interest protection for the Company; proactively facilitate materialization of the golden jewelry
innovation incubator platform project and double-innovation platform.
(2)to maximize efficiency of the existing business while adjusting business structure and securing growth
With respect to management of resource assets, the Company has carried put a series of effective preliminary
business invitation works in 2017, by which, clients have been enabled to be secured by the Company through
execution of letter of intention for the phase I of Tellus Shuibei Jewelry Building. In particular, the core areas
available for rent have been totally booked by potential clients through execution of letter of intention. In 2018,
the Company will capitalize on the operation of phase I of Shuibei Jewelry Building to increase income and profit
arising from resource assets via various innovative operation and service model, targeting to maximize value of
resource assets. Meanwhile, the Company will manage to improve operating management, enhance value of the
existing properties, optimize working manners to create value and maintain stable operation of the existing
resource business. Our subsidiaries, in addition to conducting resource assets operation, will establish reasonable
planning pursuant to the government planning to make substantial breakthrough in old property renovation project.
Besides, intensive efforts will be made to propel upgrade and transform of existing property to improve property
quality, and to make property renovation based on business planning to realize value of the Company to the
largest extent.
(3)to have deep understanding on and implement the conference spirits delivered by the 19th National Congress
of the CPC, to propel party building and poverty assistance properly
The Company will further implement the spirits delivered by the 19th National Congress of the CPC by
combination of the party building works and its operation and management. To materialize poverty assistance on
a precise basis to complete its planning in this regard.
(4)to explore and innovate talent mechanism
In order to satisfy its needs for business transform and project materialization, the Company will explore system
reform of the respective enterprise and market-based selection and engagement of its leader team, improve
37
深圳市特力(集团)股份有限公司 2017 年年度报告全文
safeguard measures for talents and assessment incentives system and cultivation of management reserve, and
cultivate and reserve the professionals required for business transform.
(III) Possible risks and countermeasures
In the process of strategic transformation and project operation, we will objectively and clearly understand the
possible risks and take active and effective measures to prevent them:
1. Risks caused by fluctuations in the macroeconomic situation
In 2017, Chinas supply-side structural reform gradually showed its effects, andthe GDP was on a steady rise.
However, at the same time, Chinas reforms have entered the critical stage and the deep end, there are many
intricate and complex issues need to be resolved, and daunting challenges still exist. In 2018, there are still
uncertainties in the continued recovery of the global economy. Chinas economy is still facing the risks of
slowdown in growthand increasing industrial restructuring pressures,which brings uncertainties to the overall
economic environment and the companys operating performance.
In response to this risk, the company will actively adopt various types of preventive measures. The first is to
comprehensively improve the profitability of original businesses. The profits from the companys main businesses
have hit new highs in recent years, and the company will continue to strengthen the management, enhance the
profitability by strengthening customer development, optimizing management structure, and improving service
quality, meanwhile, increase the investment in strategic transformation of new businesses, explore incremental
markets, expand business scale, find new profit growth points, and ensure the stable development of the companys
operating performance.
2. Risks brought by transforming to new fields
After years of research and planning, the company has had a more clear understanding about the characteristics of
jewelry industry, the core links of industrial chain and the pain points of enterprises, and has begun to spare no
effort to implement the transformational business, in this process, the company is facing various kinds of
challenges in the transformation of new business fields. Some of the companys transformation projects have been
implemented,although the development prospects of such projects are good, the projects need to maintain a
sustained and stable operation for a long period of time after being put into operation so as to achieve scale and
brand effect. In addition, whether or not the effective synergy can be formed among each business platform project
and whether the synergy can mutually promote the business development still require the inspection of actual
operations. Therefore, there may be a risk oflong investment payback period in the Companys transformational
business.
In response to this risk, firstly, the company will firm the transformation beliefs, strictly control the investment
projects, and make scientific and prudent decisions to protect the investment returns. Secondly, the company will
deepen its operation and management, strengthen the management and supervision to its subsidiaries, seek
benefits from management, discover and solve problems encountered in new business development, and improve
its own operating and management level; and continue to promote the information management, steadily push
forward the reform and innovation, establish a market-oriented assessment and incentive mechanism, mobilize the
enthusiasm of all employees, improve the management level and operating efficiency of enterprises, and ensure
38
深圳市特力(集团)股份有限公司 2017 年年度报告全文
that the implemented 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
39
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Section V. Important 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 Companys retained profit ended as 2015 and 2016 was -91,388,900 Yuan and -55,254,500 Yuan respectively, which is
no profit distribution and cash bonus carried out for fails to meet the condition of dividends;
The retained profit in consolidate statement ended as 31st December 2017 was 97,798,595.80 Yuan, retained profit of the parent
Company amounting to -1,372,862.05 Yuan.
In reporting period, Shenzhen Automobile Industry and Trading Co., Ltd., - the only subsidiary with over 10% impact on consolidate
40
深圳市特力(集团)股份有限公司 2017 年年度报告全文
retained profit of the Company. The subsidiary did not have bonus carried out for its working capital strained and there is not enough
cash to pay dividends.
In accordance with the 7.6.7 clause of the “Guidelines for the Operation of the Listed Companies on Main Board of Shenzhen Stock
Exchange” (2015 Revised): when a listed company formulating a profit distribution plan, it should be based on the distributable
profit carried out in statement of the parent company. Meanwhile, to avoid super distribution, the principle of which is lower in
distributable profit between the consolidate statement and parent companys statement should be recognized as the specific
distribution ratio.
The Company did not carry out 2017 profit distribution for the negative retained profit in parent companys statement, and no
capitalizing of public reserves carry out either.
Cash dividend of common stock in latest three years (including the reporting period)
In RMB
Net profit Ratio in net profit
attributable to attributable to
common stock common stock
Year for bonus Amount for cash shareholders of shareholders of Amount for cash Proportion for cash
shares bonus (tax included) listed Company in listed Company bonus by other ways bonus by other ways
consolidation contained in
statement for bonus consolidation
year statement
2017 0.00 66,862,772.68 0.00% 0.00 0.00%
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%
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
41
深圳市特力(集团)股份有限公司 2017 年年度报告全文
√Applicable □ Not applicable
Type of
Commitm Commitm Implementa
Commitments Promise commit Content of commitments
ent date ent term tion
ments
Commitments for share merger
reform
Commitments in report of
acquisition or equity change
Commitments in assets reorganization
The commitments to the
fulfillment of information
disclosure about the Company
business development are as
follows: except for the
information has been disclosed
publicly, the Company has not
Shenzhen
had the disclosed information
Commitments make in initial public Tellus 2014-10-1 Implementi
Other about asset acquisition and Long-term
offering or re-financing Holding 7 ng
business development that has not
Co., Ltd.
been disclosed within one year. In
the future, the Company shall
timely, accurately and adequately
disclose the relevant information
according to the progress of new
business and the related
requirements.
Equity incentive commitment
In order to avoid the horizontal
competition, the Companys
controlling shareholder, Shenzhen
SDG Co., Ltd., has issued the
“commitment letter about the
avoidance of horizontal
Horizont
competition” on May 26, 2014.
Other commitments for medium and al 2014-05-2 Implementi
SDG The full commitment letter is as Long-term
small shareholders Competi 6 ng
follows: 1. The Company and
tion
other enterprises controlled by the
Company except Tellus Group
havent occupied in any business
that could substantially compete
with the main businesses of Tellus
Group, and have no horizontal
42
深圳市特力(集团)股份有限公司 2017 年年度报告全文
competition relationship with
Tellus Group.
From 2017 to 2019, the
Companys 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 Companys
profits and cash flow can meet the
Company's normal operations and
long-term development, reward
shareholders, the Company will
implement positive profit
distribution approaches to reward
the shareholders, details are as
follows: 1. The Companys profit
distribution can adopt cash, stock
or the combination of cash and
stock or other methods permitted
by law. The foreign currency
conversion rates of domestically
Shenzhen Dividen listed foreign shares dividend are
Tellus d calculated according to the 2017-05-0 2019-12-3 Implementi
Holding commit standard price of HK dollar 4 1 ng
Co., Ltd. ment against RMB announced by
People's Bank of China on the
first working day after the
resolution date of the
shareholders' meeting. The
Company prefers to adopt the
cash dividends to distribute
profits. In order to maintain the
adaptability between capital
expansion and performance
growth, in 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 Companys "Articles of
43
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Association", following
conditions should be satisfied
when the Company implements
cash dividends: (1) the Company's
annual distributable profits (i.e.
the after-tax profits after making
up for losses and withdrawing
accumulation funds) are positive
value, the implementation of cash
dividends will not affect the
Company's subsequent continuing
operations; (2) the audit
institution issues the standard
audit report with clean opinion to
the Company's annual financial
report; (3) the Company has no
significant investment plans or
significant cash outlay (except for
fund-raising projects). Major
investment plans or significant
cash outlay refer to: the
accumulated expenditures the
Company plans to used for
investments abroad, acquisition of
assets, or purchase of equipments
within the next 12 months reach
or exceed 30% of the net assets
audited in the latest period. 3. In
the premise of meeting the
conditions of cash dividends and
ensuring the Companys normal
operation and long-term
development, the Company makes
cash dividends once a year in
principle, the Companys 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
44
深圳市特力(集团)股份有限公司 2017 年年度报告全文
requirements: (1) in principle, the
Companys profits distributed in
cash every year should not be less
than 10% of profit available for
distribution realized in the same
year, and the Companys 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 Companys
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 Companys 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 Companys development stage
belongs to growth stage and there
are significant capital expenditure
arrangements, when distributing
profits, the minimum proportion
of cash dividends in this profit
distribution should be 20%; when
the Company's development stage
is not easy to be differed but there
are significant capital expenditure
arrangements, please handle
according to the preceding
provisions. 4. On the condition of
meeting the cash dividend
distribution, if the Company's
operation revenue and net profit
grow fast, and the board of
directors considers that the
45
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Companys 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 Companys
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 time(Y/N) Y
As for the commitment out of the
commitment time, explain the specific Not applicable
reasons and further plans
2. Concerning assets or project of the Company, which has profit forecast, and reporting period still in
forecasting period, explain reasons of reaching the original profit forecast
□ Applicable √ Not applicable
IV. Non-operational fund occupation from controlling shareholders and its related party
□ Applicable √ Not applicable
No non-operational fund occupation from controlling shareholders and its related party in period.
V. Explanation from Board of Directors, Supervisory Committee and Independent Directors
(if applicable) for “Qualified Opinion” that issued by CPA
□ Applicable √ Not applicable
46
深圳市特力(集团)股份有限公司 2017 年年度报告全文
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
On 28 April 2017, the “Notice of Print and Distribute Accounting Standards for Business Enterprise No.42-
Holding of the non-current assets and disposal group ready for sale and Discontinued Operation (Cai Kuai [2017]
No.13)” was issued by Ministry of Finance, which was came into effect since 28 May 2017. On 10 May 2017, the
Ministry of Finance released the circular (CK[2017]No.15) relating to Accounting Standards for Business
Enterprise No.16-Government grant (amended in 2017), which came into effect form 12 June 2017. The Company
implemented the above mentioned Accounting Standards since the date for effective.
The government grant obtained before execution of the Accounting Standards for Business Enterprise
No.16-Government grant (amended in 2017) are reckoned into non-operation revenue; as for the government
grant with assets concerned will recognized as deferred income and reckoned into current gains/losses through
averagely amortized over the period of assets using. After implemented the Accounting Standards for Business
Enterprise No.16-Government grant (amended in 2017), the government grant with routine activity concerned
occurred since 1 January 2017, will reckon into other income; while those without routine activity concerned will
record into non-operation expenditure.
After deliberation by 11th session of 8th BOD, the Company exercises the accounting policy since the date of the
above mentioned standards implemented:
Serial Content for changed Items and amount being impacted
Continuous operation net profit: consolidate
“Continuous operation net profit” and “discontinued operation net (65,781,568.71 Yuan), the Company
1 profit” listed in profit statement. Corresponding date during the (53,881,590.77 Yuan); same period of last
comparable accounting period shall be adjusted year was: consolidate (27,617,932.54 Yuan),
the Company (36,134,460.59 Yuan)
The government grant with routine activity concerned reckoned into
Other income: consolidate (25,753.22
2 “Other income” instead of non-operation revenue, corresponding
Yuan), the Company ( 0 Yuan)
date during the comparable accounting period shall not be adjusted
Gains/losses from assets disposal:
consolidate (374,583.14 Yuan), the
New item of “Income from assets disposal” listed in profit Company (0 Yuan); same period of last year
statement, part of the gains/losses from assets disposal originally was: consolidate (68,314.27 Yuan), the
listed as non-operation revenue” and “non-operation expenditure” Company (0 Yuan).
3
will re-classify to item of “Income from assets disposal”. Non-operation revenue: same period of last
Corresponding date during the comparable accounting period shall year shall be adjusted as: consolidate
be adjusted (68,314.27 Yuan), the Company (0 Yuan).
Non-operation expenditure: no adjustment
last year
47
深圳市特力(集团)股份有限公司 2017 年年度报告全文
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 2017, comparing with last year, there is 1
subsidiary included: Sichuan Tellus Jewelry Science Technology Co., Ltd.; one enterprise reduced: Shenzhen
SDG Tellus Property Management 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 thousand
55
Yuan)
Continuous life of auditing service for domestic accounting firm 4
Name of domestic CPA Zhou Xuechun, Cai Xiaodong
Continuous life of auditing service for domestic accounting firm 2
Re-appointed accounting firms in this period
□Yes √No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
□ Applicable √ Not applicable
X. Particular about suspended and delisting after annual report disclosed
□ Applicable √ Not applicable
XI. Bankruptcy reorganization
□ Applicable √ Not applicable
No bankruptcy reorganization for the Company in reporting period
XII. Significant lawsuits and arbitrations of the Company
□Applicable √Not applicable
No significant lawsuits and arbitrations occurred in the reporting period.
48
深圳市特力(集团)股份有限公司 2017 年年度报告全文
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
During the reporting period, the Company and the controlling shareholders and the actual controllers have had
good reputation, and there is no large amount due un-liquidated debt sentenced by the court.
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 Notice
, No.:
supervis 2017-0
or and 17 on
Shenzhen Agreed
senior Securiti
Zung Fu Routine Referen by
executiv es
Tellus related House ce contract 2017-04
es of the 530 530 5.84% 530 No 530 Times,
Automobi transacti leasing market or -08
Compan Hong
le Service on pricing agreeme
y serves Kong
Co., Ltd. nt
director Comme
of the rcial
enterpri Daily
se and
49
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Juchao
Website
(www.c
ninfo.c
om.cn)
Shenzhen Agreed
Subsidia Accept
SDG Routine Referen by
ry of the property
Property related ce contract
parent manage 74.47 74.47 74.47 No 74.47
Managem transacti market or
compan ment
ent Co., on pricing agreeme
y services
Ltd. nt
Total -- -- 604.47 -- 604.47 -- -- -- -- --
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 Performing normally
amount by types during the reporting
period (if applicable)
Reasons for major differences
between trading price and market Not applicable
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
50
深圳市特力(集团)股份有限公司 2017 年年度报告全文
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)
Intercourse
Controlling
SDG funds and 3,186 99 41 93 3,244
shareholders
loan interest
Loan
principal for
Controlling
SDG the HQ and 1,879 7,000 7,011 1,868
shareholders
Hurari
Company
Impact on operation results
Total profit decreased 0.93 million Yuan due to the interest expenses increased in the Year
and financial status
5. Other related transactions
√Applicable □Not applicable
(1) In order to concentrate resources and promote the strategic transformation of the company, the company signed
a “property transfer contract” with Shenzhen SDG Property Management Co., Ltd. to transfer the 100% equity of
Shenzhen SDG Property Management Co., Ltd. held by the Company to SDG Property by agreement transfer, and
the transfer price was 14.15 million Yuan. SDG Property and the Company are under the control of the same
controlling shareholder and there is an associated relationship. For details, please refer to the relevant
announcements published by the Company on Securities Times, Hong Kong Commercial Daily and Juchao Website
(www.cninfo.com.cn.),announcement No.: 2017-039.
(2) In order to give full play to the Companys inherent resource advantages, accelerate the Companys
transformation to the jewelry industry and realize the strategic planning idea, the Company intends to cooperate
with the Companys joint ventures, Shenzhen Tellus Gman Investment Co., Ltd. and Shenzhen Baochuang
Heying Partnership (a limited partnership) (a temporary name, planned to be jointly funded and established by
some directors and management staff of the Company), and some strategic partners and jointly invested in setting
up a jewelry industry innovation investment fund. For details, please refer to the relevant announcements published
by the Company on Securities Times, Hong Kong Commercial Daily and Juchao Website
(www.cninfo.com.cn.),announcement No.: 2017-089.
51
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Relevant inquiry for the major related transactions
Notice name Date for disclosure Website disclosed
Equity Transfer of Shenzhen SDG Tellus Securities Times, Hong Kong Commercial
Property Management Co., Ltd. and Related 2017-05-26 Daily and Juchao Website
Transactions (www.cninfo.com.cn).No.: 2017-039
Plans to participate in establishment of the Securities Times, Hong Kong Commercial
jewelry innovation industrial investment fund 2017-12-02 Daily and Juchao Website
and related transaction (www.cninfo.com.cn). No.: 2017-089
XVII. Significant contract and implementations
1. Trusteeship, contract and leasing
(1) Trusteeship
□ Applicable √ Not applicable
No trusteeship for the Company in reporting period
(2) Contract
□ Applicable √ Not applicable
No contract for the Company in reporting period
(3) Leasing
□ Applicable √ Not applicable
No leasing for the Company in reporting period
2. Major guarantees
√Applicable □ Not applicable
(1) Guarantees
In 10 thousand Yuan
Particulars about the external guarantee of the Company (Barring the guarantee for subsidiaries)
Guarante
Related
Actual date of e for
Announce Actual Implemen
Name of the Company Guarantee happening (Date Guarantee Guarantee
ment guarantee related
guaranteed limit of signing type term ted (Y/N)
disclosure limit
agreement) party
date
(Y/N)
Shenzhen Zung Fu 2014-09-30 3,500 3,500 Pledged To the expire N Y
52
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Tellus Automobile date of joint
Service Co., Ltd. venture
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
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in report 0 30,000
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 33,500
(A1+B1+C1) period (A2+B2+C2)
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
34.78%
assets of the Company (that is A4+ B4+C4)
53
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Including:
Amount of guarantee for shareholders, actual controller and its
0
related parties (D)
The debts guarantee amount provided for the guaranteed parties
0
whose assets-liability ratio exceed 70% directly or indirectly (E)
Proportion of total amount of guarantee in net assets of the
0
Company exceed 50% (F)
Total amount of the aforesaid three guarantees (D+E+F) 0
Explanations on possibly bearing joint and several liquidating
N/A
responsibilities for undue guarantees (if applicable)
Explanations on external guarantee against regulated procedures
N/A
(if applicable)
(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
Trust financing in the reporting period
In 10 thousand Yuan
Type Capital resources Amount for entrust Balance un-expired Overdue amount
Bank financing product Idle raised funds 20,000 12,450 0
Bank financing product Own funds 9,900 9,900 0
Total 29,900 22,350 0
Entrust financial expected to be unable to recover the principal or impairment might be occurred
□ Applicable √ Not applicable
(2) Entrusted loans
□ Applicable √ Not applicable
The Company had no entrusted loans in the reporting period.
54
深圳市特力(集团)股份有限公司 2017 年年度报告全文
4. Other material contracts
□ Applicable √ Not applicable
No other material contracts for the Company in reporting period
XVIII. Social responsibility
1. Fulfill social responsibility
The Company has always taken the shareholders return, employees achievements, and social feedback as its own
duty. We adheres to the principle of fairness and actively safeguards the legitimate rights and interests of
shareholders; actively advocates achieving the self-worth while realizing the enterprise value, and creates a
working environment that the enterprise cares for employees and employees love the enterprise so as to have a
harmoniousdevelopment together; actively returns to the society and the public, and commits itself to achieve the
harmonious and sustainable development of the Company and society.
2. Performance of taking targeted measures in poverty alleviation
(1) Targeted measures in poverty alleviation
During the period, the Company participates in the targeted measures in poverty alleviation for Libai Village,
Shangguang Town, Dongyuan County, Heyuan City, Guangdong Province.
(2) Annual poverty alleviation in the Year
The Company is concerned about the mountainous areas, takes the initiative to assume social responsibilities for
poverty alleviation. According to the arrangement, the Company is responsible for thehard bottoming and widening
of village roads and thehard bottoming of roads for transporting of Libai village. The project has begun on
December 29, 2017, currently, more than half of the project has been completed, and it is expected that it will be
fully completed and put into use in the first half of 2018. After the project is completed, it will greatly facilitate the
production and transportation of Libai villagers, and the “difficulties in roads” that have plagued the villagers for
many years will be thoroughly resolved.
(3) Results of targeted poverty alleviation
Nil
(4) Follow-up of targeted poverty alleviation
Plans to completed the road expansion and repair in Li Bai village in first half of 2018
55
深圳市特力(集团)股份有限公司 2017 年年度报告全文
3. Environmental protection
The listed Company and its subsidiary whether belongs to the key sewage units released from environmental protection department
No
Nil
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
56
深圳市特力(集团)股份有限公司 2017 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 Subtota
Amount Ratio New issue Other Amount Ratio
share public l
reserve
I. Restricted shares 77,000,000 25.90% 77,000,000 25.90%
2. State-owned corporation
6,000,000 2.02% 6,000,000 2.02%
shares
3. Other domestic shares 71,000,000 23.88% 71,000,000 23.88%
II. Un-restricted shares 220,281,600 74.10% 220,281,600 74.10%
1. RMB ordinary shares 193,881,600 65.22% 193,881,600 65.22%
2. Domestically listed foreign
26,400,000 8.88% 26,400,000 8.88%
shares
III. Total shares 297,281,600 100.00% 297,281,600 100.00%
Reasons for share changed
□Applicable √Not applicable
Approval of share changed
□Applicable √Not applicable
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
□ 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
57
深圳市特力(集团)股份有限公司 2017 年年度报告全文
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
shareholders
Total preference
Total common with voting
Total common shareholders with
stock rights recovered
stock voting rights
shareholders at at end of last
shareholders in 55,304 53,609 recovered at end of 0 0
end of last month month before
reporting reporting period (if
before annual annual report
period-end applicable) (found
report disclosed disclosed (if
in note8)
applicable)
(found in note8)
Particulars about shares held above 5% by shareholders or top ten shareholders
Total Number of share
Proporti shareholders Changes Amount of Amount of pledged/frozen
Full name of Nature of on of
at the end in report restricted un-restricted
Shareholders shareholder shares
State of
held of report period shares held shares held Amount
share
period
State-owned
SDG 49.09% 145,925,256 6,000,000 139,925,256
corporation
Shenzhen Capital
Fortune Jewelry Domestic non
Industry state-owned 23.88% 71,000,000 71,000,000
Investment corporate
Enterprise (limited
58
深圳市特力(集团)股份有限公司 2017 年年度报告全文
partnership)
GUOTAI JUNAN
SECURITIES(HO Foreign
0.40% 1,198,204
NGKONG) corporation
LIMITED
Domestic nature
Li Guangxin 0.26% 761,161
person
Foreign nature
Weng Zhengwen 0.19% 561,700
person
Domestic nature
He Xing 0.10% 300,100
person
Domestic nature
Sheng Zhiqin 0.10% 290,000
person
Domestic nature
Huang Chuyun 0.09% 266,500
person
Foreign nature
Zeng Huiming 0.08% 250,000
person
Agricultural Bank
of China Ltd. – Other 0.08% 236,100
CSI 500 ETF
Strategy investors or general
corporation comes top 10
Not applicable
shareholders due to rights issue (if
applicable) (see note3)
Among the top ten shareholders, there exists no associated relationship between the
Explanation on associated relationship state-owned legal persons shareholders SDG, Ltd and other shareholders, and they do not
among the top ten shareholders or belong to the consistent actionist regulated by the Management Measure of Information
consistent action 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
GUOTAI JUNAN Domestically
SECURITIES(HONGKONG) 1,198,204 listed foreign 1,198,204
LIMITED shares
Domestically
Li Guangxin 761,161 761,161
listed foreign
59
深圳市特力(集团)股份有限公司 2017 年年度报告全文
shares
Domestically
Weng Zhengwen 561,700 listed foreign 561,700
shares
Domestically
He Xing 300,100 listed foreign 300,100
shares
RMB ordinary
Sheng Zhiqin 290,000 290,000
shares
Domestically
Huang Chuyun 266,500 listed foreign 266,500
shares
Domestically
Zeng Huiming 250,000 listed foreign 250,000
shares
Agricultural Bank of China Ltd. – CSI RMB ordinary
236,100 236,100
500 ETF shares
Domestically
Celestial Securities Limited 196,226 listed foreign 196,226
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 persons 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
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.
60
深圳市特力(集团)股份有限公司 2017 年年度报告全文
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 91440300192194195C 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 1.28% equity of Sichuan
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 Peoples
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
61
深圳市特力(集团)股份有限公司 2017 年年度报告全文
□ 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 Peoples 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.
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
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Section VII. Preferred Stock
□ Applicable √ Not applicable
The Company had no preferred stock in the Period.
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深圳市特力(集团)股份有限公司 2017 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
held at Other held at
Working Start dated increased decreased
End date of
Title Sex Age of office period-be changes period-en
Name status office term in this in this
term
gin (share) d
period period
(Share) (Share)
(Share) (Share)
Currently
Lv Hang Chairman M 57 2015-05-20 2018-05-19
in office
Currently
Yu Lei Director F 50 2015-05-20 2018-05-19
in office
Zhang Currently
Director M 45 2015-05-20 2018-05-19
Quanxun in office
Chen Currently
Director M 46 2015-05-20 2018-05-19
Gengsen in office
Director, Currently
Ding Hui M 45 2015-05-20 2018-05-19
GM in office
Yang Director, Leave the
F 46 2015-05-20 2018-01-04
Jianping CFO office
Independ
Wei Currently
ent M 46 2015-05-20 2018-05-19
Shaohui in office
Director
Independ
Currently
Ji Huibin ent M 48 2015-05-20 2018-05-19
in office
Director
Independ
Li Currently
ent M 56 2015-05-20 2018-05-19
Xiangjun in office
Director
Chairman
of
Currently
Chen Hua Superviso F 54 2015-05-20 2018-05-19
in office
ry
Committe
64
深圳市特力(集团)股份有限公司 2017 年年度报告全文
e
Chen
Superviso Currently
Yangshen M 55 2017-5-4 2018-5-19
r in office
g
Superviso Leave the
Li Miao M 45 2015-05-20 2017-05-04
r office
Fu Superviso Currently
M 45 2015-05-20 2018-05-19
Chunlong r in office
Ke
Superviso Leave the
Wenshen F 50 2015-05-20 2017-04-06
r office
g
Li Superviso Leave the
F 50 2015-05-20 2017-12-20
Xiaohong r office
Liu Superviso Leave the
F 46 2017-04-06 2017-12-20
Yuhong r office
Li Superviso Currently
F 52 2017-12-20 2018-05-19
Yudong r in office
Superviso Currently
Wang Pei F 37 2017-12-20 2018-05-19
r in office
Ren Deputy Currently
M 55 2015-05-20 2018-05-19
Yongjian GM in office
Deputy Currently
Feng Yu M 51 2015-05-20 2018-05-19
GM in office
Deputy Currently
Li Ming M 56 2015-05-20 2018-05-19
GM in office
Secretary
Currently
Qi Peng of the M 45 2015-12-28 2018-05-19
in office
Board
Total -- -- -- -- -- -- 0 0 0 0 0
II. Changes of directors, supervisors and senior executives
√Applicable □ Not applicable
Name Title Type Date Reasons
Li Miao Supervisor Leave the office 2017-05-04 Resigned post as supervisor due to work changes
Dismiss
Chen Yangsheng Supervisor 2017-05-04 Elected as supervisor by the shareholders general meeting
&appoint
Employee
Ke Wensheng Leave the office 2017-04-06 Resigned post as supervisor due to work changes
supervisor
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Employee Dismiss &
Liu Yuhong 2017-04-06 Elected as staff supervisor
supervisor appoint
Employee
Liu Yuhong Leave the office 2017-12-20 Resigned post as staff supervisor due to personal reasons
supervisor
Employee
Li Xiaohong Leave the office 2017-12-20 Resigned post as staff supervisor due to personal reasons
supervisor
Employee Dismiss &
Li Yudong 2017-12-20 Elected as staff supervisor
supervisor appoint
Employee Dismiss &
Wang Pei 2017-12-20 Elected as staff supervisor
supervisor appoint
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 Peoples
Government 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
and staff director of Fujian Logistics Investment Financing Co., Ltd.; deputy director of Xiamen Productivity
Zhang Quanxun
Promotion Center; director of the plastic business department and strategy development department of Shenzhen
Tongchan Package Group and the director of strategy research and merger department of SZ Capital. 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 Environment;
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.
Bachelor degree, senior account. Used to worked as staff of the financial dept. in Suzhou Silk Industry Company and
in Shenzhen Southeast Silk Co., Ltd.; staff of the accounting & financial dept. of Shenzhen Special Economic Zone
Lou Hong
Development (Group) Company and worked in accounting management office; also worked as deputy GM of
Shenzhen SDG Liancheng Real Estate Development Co., Ltd.; manager of the financial dept. of Shenzhen SDG
66
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Investment Co., Ltd.; the business manager and deputy director in accounting & financial dept. of Shenzhen SDG
Group Co., Ltd.; CFO of the Shenzhen SDG Real Estate Co., Ltd. and the director and CFO of Shenzhen SDG
Xiaomeisha Investment Development Co., Ltd.; now she serves as director and CFO 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
Masters 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 manager of Shenzhen SDG Information Co., Ltd.; and serves as the
chairman of the board of supervisors of the Company.
A postgraduate and senior accountant. He ever served as deputy director/director of the financial dept. in Shenzhen
Industrial Products Trade Group Company; deputy director/director/CFO of the financial dept. in Shenzhen
Chen Yangsheng Aokangde Group Company; director and CFO of Shenzhen State-owned Duty-Free Commodity (Group) Company;
director of Shenzhen Agricultural Products Co., Ltd. and supervisor of Shenzhen Tagen Group Co., Ltd.; now he
serves as director and CFO of Shenzhen SDG Co., Ltd.
Master degree. He ever took the Business Deputy General Manager of HR Department of Shenzhen SDG Co., Ltd.,
Deputy Team Leader in Work Team of Shenzhen SDG Huatong Packaging Co., Ltd. and Deputy Minister of HR
Fu Chunlong
Department of Shenzhen SDG Co., Ltd. Now, he is Deputy GM of Shenzhen SDG Co., Ltd. and Supervisor of the
Company.
Bachelor degree. She used to worked as a teacher in Shaogang No.1 Middle School, and a translator in Jingxing
Company; a translator and director of southern China region in Shenzhen Branch of Israel SAM Company; worked
Li Yudong
as staff in technical center and enterprise management dept. of the Company; the secretary and deputy director of
administrative office; now she serves as director and staff supervisor of the administrative office of the Company
Bachelor degree. She used to worked as the sales chief in the sales dept. of Shenzhen Huari Toyota Auto Sales
Wang Bei Service Co., Ltd., the commissioner/director/sales director of CR department; now she service as deputy director of
the secretary office of the Board and staff supervisor of the Company
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 Manager 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.
Li Ming Bachelor degree, engineer. Served as a teacher in Guangzhou Nonferrous Metals Industry School; director of
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
engineering and deputy general manager of Shenzhen South Tongfa Real Estate Development Co., Ltd.; director of
development department and property management department of Shenzhen South Tongfa Industry Co., Ltd.; deputy
general manager, director andchief engineer in enterprise development department of Shenzhen Jintong Property
Management Co., Ltd.,; manager in Swan project department and deputy general manager 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
manager 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 shareholders unit
√Applicable □ Not applicable
Received
Position in
Start dated of End date of remuneration from
Name Name of shareholders unit shareholders
office term office term shareholders unit
unit n
(Y/N)
Yu Lei SDG Deputy GM Y
Chen
SDG CFO Y
Yangsheng
Fu Chunlong SDG Deputy GM Y
Zhang Shenzhen Capital Fortune Jewelry Industry
Y
Quanxun Investment Enterprise (limited partnership)
Shenzhen Capital Fortune Jewelry Industry
Chen Gengsen Y
Investment Enterprise (limited partnership)
Post-holding in other unit
√Applicable □ Not applicable
Received
Position in Start dated of End date of office remuneration
Name Name of other units
other unit n office term term from other unit
(Y/N)
Wei Shaohui Guangdong Shu Jun Law Firm Senior partner Yes
Shenzhen International Logistic
Ji Huibin Yes
Development Co., Ltd.
Zhong Qin Wanxin Certified Public
Li Xiangjun Senior partner Yes
Accountants (LLP)
Punishment of securities regulatory authority in recent three years to the Companys current and outgoing directors, supervisors and
senior management during the reporting period
□ Applicable √ Not applicable
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
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 57 86.78 No
secretary office
Currently in
Ding Hui GM M 45 83.1 No
office
Chairman of
Currently in
Chen Hua Supervisory F 54 42.4 No
office
Committee
Currently in
Ren Yongjian Deputy GM M 55 69.53 No
office
Yang Jianping CFO F 46 Leave the office 72.57 No
Currently in
Feng Yu Deputy GM M 51 66.15 No
office
Currently in
Li Ming Deputy GM M 56 64.46 No
office
Secretary of the
Currently in
Qi Peng board of the M 45 56 No
office
Company
Liu Yuhong Supervisor F 46 Leave the office 32.91 No
Li Xiaohong Supervisor F 50 Leave the office 39.39 No
Independent Currently in
Wei Shaohui M 46 6.75 No
Director office
Independent Currently in
Ji Huibin M 48 6.75 No
Director office
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Independent Currently in
Li Xiangjun M 56 6.75 No
Director office
Total -- -- -- -- 633.54 --
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) 53
Employee in-post of main Subsidiaries (people) 267
The total number ofcurrent employees(people) 320
The total number of current employees to receive pay (people) 320
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 36
Sales personnel 33
Technician 100
Financial staff 32
Administration staff 119
Total 320
Education background
Type of education background Numbers (people)
Master 17
Bachelor degree 77
Junior college 70
Technical secondary school 40
Other 116
Total 320
2. RemunerationPolicy
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.
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
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 enterprises 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 2017 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 Companys governance with well-defined responsibility
among the Company, we have revised the "Articles of Association", which has been deliberate and approved by
the shareholders general meeting.
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.
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
(III) Assets: the Company is completely independent from the controlling shareholder in terms of assets; each of
them is able to operate independently. The Company has complete and separate purchase system, production
system, sales system and relevant service system. Intangible assets including industry property, trademark and
non-proprietary technology are owned by the Company on separate basis.
(IV) Finance: the Company has independent financial accounting department which set independent accounting
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 2016”
(No.: 2017-029)
published on
Annual General Annual General
73.01% 2017-05-04 2017-05-05 Securities Times,
Meeting of 2016 Meeting
Hong Kong
Commercial Daily
and Juchao Website
(www.cninfo.com.cn
)
“Resolution Notice
of First
First Extraordinary
Extraordinary Extraordinary
General Meeting of 73.01% 2017-05-25 2017-05-26
General Meeting General Meeting of
2017
2017” (No.:
2017-036) published
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
on Securities Times,
Hong Kong
Commercial Daily
and Juchao Website
(www.cninfo.com.cn
“Resolution Notice
of Second
Extraordinary
General Meeting of
Second 2017” (No.:
Extraordinary Extraordinary 2017-099) published
73.01% 2017-12-18 2017-12-19
General Meeting of General Meeting on Securities Times,
2017 Hong Kong
Commercial Daily
and Juchao Website
(www.cninfo.com.cn
)
“Resolution Notice
of Third
Extraordinary
General Meeting of
2017” (No.:
Third Extraordinary
Extraordinary 2017-103) published
General Meeting of 73.01% 2018-12-28 2017-12-29
General Meeting on Securities Times,
2017
Hong Kong
Commercial Daily
and Juchao Website
(www.cninfo.com.cn
)
2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□ Applicable √ Not applicable
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
V. Responsibility performance of independent directors
1.The attending of independent directors to Board meetings and general meeting
The attending of independent directors to Board Meeting
Times of Absent the
Times of Times of
Name of Board meeting Times of Meeting for
Times of attending by Times of attending
independent supposed to entrusted the second
Presence communicatio Absence shareholders
director attend in the presence time in a row
n meeting
report period (Y/N)
Li Xiangjun 12 3 9 0 0N 0
Ji Huibin 12 3 9 0 0N 2
Wei Shaohui 12 3 9 0 0N 1
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 Companys 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 Companys
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 control of the Company, related transactions, capital contact with related parties and external guarantee,
profit distribution, change the project with fund-raised investment, amendment of article of association,
director,supervisor and senior executives changes as well as other events needs independent opinions issued,
which perfected supervision mechanism for the Company and play a corresponding role in protecting legal
interest of the Company and whole shareholders.
VI. Duty performance of the special committees under the board during the reporting period
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
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
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
8 May 2017, the Committee holds a meeting for deliberating the Proposal of “change the fund-raised investment
projects and investment for Sichuan Regional Jewelry Channel Platform Company” and “participated in bidding
the 30% equity of Shenzhen Xinglong Mechanical Mold Co., Ltd.”, On 11 December 2017, the Committee holds
a meeting for deliberating the Proposal of “selling 43% equity of Shenzhen Xinglong Mechanical Mold Co., Ltd.”
and “change the fund-raised investment projects”, individual opinions and recommendations are encouraged. It
emphasizes on legal person governance and standardized operation. By raising measures to prevent operation
risks, the committee plays an important role in increasing the core competitiveness, strengthening scientific
decisions and enhancing efficiency of material investment decision as well as the quality of decisions.
2. The audit committee
During the reporting period, the committee performed its duties according to the Articles of Association and
Working Procedures of the Audit Committee. The committee pays close attention to the operation, finance and
implementation of standard internal control. It strengthens communications with the relevant responsible
departments within the Company, and reviews the effective appraisal on the internal control and corporate risk
management by means of telecommunication, investigation and reporting. It reviews that whether the operation,
finance and accounting policy of the Company follows relevant laws and rules, and provides management and
audit opinions.
On 30 August 2017, audit committee of the Company holding a meeting for deliberating the “proposal of
continuing contract with the auditing institution for year of 2017”. 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 30 January 2018, the audit committee held
meeting and determined the working arrangement for 2017 annual audit after negotiation with Ruihua, reviewed
the financial statements prepared by the Company, the committee agreed to submit the financial statements and
related information to Ruihua for audit.
After the official audit by Ruihua, members of the audit committee made calls to enquire the audit progress, and
urged the accounting firm to complete audit as scheduled according to the working arrangement, so as to ensure
prompt disclosure of its annual report. Meanwhile, the committee conducted communications with the
accountants in respect of the issues found in audit works.
After the issuance of initial audit opinions by the accountants, the audit committee held meeting on 2 April 2018
to re-review the financial statements, and formed written opinions and resolutions in respect of the annual
financial statements, audit work summary report.
3. Duty performance of the remuneration and examination committee
During the reporting period, the remuneration and examination committee hold two meetings for reviewing the
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
remuneration of directors, supervisors and senior management of the Company and “Management Measures on
Annual Performance for Senior Executives”, the “proposal of adjustment on remuneration for independent
directors” has deliberated on the meeting held on 8 May 2017, after reviewing, the entire members of the
committee believed that the remuneration payment in the reporting period complied with the Companys
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
2018-04-03
evaluation report
Disclosure index of full internal control Juchao website for information disclosure appointed by Shenzhen Stock Exchange:
evaluation report http://www.cninfo.com.cn
Ratio of the total assets from enterprise
included in the appraisal range in total 92.76%
assets in consolidate statement
Ratio of the operation revenue from
enterprise included in the appraisal range 81.00%
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 Companys 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 2017 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 havent Serious brain drain of core management
been corrected after a reasonable time; d. or core technical staff; e. Significant
The decision-making of the Companys 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 Companys 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 Companys
users. key positions; c. The Companys
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
78
深圳市特力(集团)股份有限公司 2017 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 2017, in all material aspects.
Disclosure details of audit report of
Disclosure
internal control
Disclosure date of audit report of
2018-04-03
internal control (full-text)
Index of audit report of internal Juchao website for information disclosure appointed by Shenzhen Stock Exchange:
control (full-text) http://www.cninfo.com.cn
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
79
深圳市特力(集团)股份有限公司 2017 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
No
80
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Section XI Financial Report
I. Audit Report
Type of audit opinion Standard unqualified auditors report
Date of audit report signing 2018-04-02
Audit authority Ruihua CPA (LLP)
Auditing file No. Ruihua Shen Zi【2018】No.: 48400002
CPAs name Cai Xiaodong, Zhou Xuechun
Text of auditing report
To the shareholders of Shenzhen Tellus Holding Company Limited:
I. Opinion
We have audited the financial statements of Shenzhen Tellus Holding Company Limited (“the
Company”), which comprise the consolidated and company balance sheet as at 31 December 2017, and
the consolidated and the Companys income statements, the consolidated and the Companys statements
of changes in equity and the consolidated and the Companys statements of cash flows for the year then
ended, and notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the
consolidated and the Companys financial position as at 31 December 2017, and the consolidated and the
Companys financial performance and cash flows for the year then ended in accordance with Accounting
Standards for Business Enterprises.
II. Basis for Opinion
We conducted our audit in accordance with China Standards on Auditing (“CSAs”). Our responsibilities
under those standards are further described in the Auditors responsibilities for the audit of the financial
statements section of our report. We are independent of the Company in accordance with China Code of
Ethics for Certified Public Accountants (the “Code”), and we have fulfilled our other ethical
responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
III. Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We determine the followings are key audit matters in need of
communication in our report.
(I) Measurement of the carrying value of construction in progress
81
深圳市特力(集团)股份有限公司 2017 年年度报告全文
1. Factual description
As disclosed in Note (Ⅵ) 15 to financial statements，The construction in progress is mainly the phase I of
Tellus Shuibei Jewelry Building (“the Project”). Capital raising、bank loans and internal funds are sources
of funds for the Project. The Project accounts for a large proportion of the total assets in the Company
and has a significant effect on the misstatement in the financial statements, thus the measurement of
construction in progress is identified as the key audit matter.
2. How our audit addressed the matter
We performed the following procedures for construction in progress.
We assessed the design and implementation of the key project-related internal controls of the Company in
order to determine the effectiveness of the internal control policies;
We conducted a field investigation procedure by consulting supervision company as well as the person
who was in charge of the Project about the progress of the Project.
We verified the accounting records about the Project by obtaining substantial accounting vouchers, such
as construction contracts、acceptance reports、project statement、demand notes for interim payments、
invoices、payment certificate and so on, in order to determine the accuracy of the construction in
progress.
We obtained and cross-checked the records in the Project payments standing books and applications of
bill of quantities so as to verify the completeness of the construction in progress.
We performed a confirmation procedure by issuing letters to the third parties and enquiring the total
project price、accumulative amount of project payments and outstanding project payments.
We evaluated the provision impairment of construction in progress by conducting the following
procedures:
(II) Revenue recognition for sales of cars
1. Factual description
As disclosed in Note (Ⅵ) 36 and Note (Ⅻ) 4to financial statements，the Company had operating income
of RMB 347.24 million in 2017, of which car sales was RMB 146.15 million, accounting for a large
proportion of the total operating incomes. On the other hand, China has enforced the implementation of
the Car sales administrative policy since July 1, 2017，the sales model of cars is expected to be adjusted
and has a significant effect on the key performance indicators in the financial statements, thus the revenue
recognition for sales of cars is identified as the key audit matter.
2. How our audit addressed the matter
We performed the following procedures for sales of cars.
We assessed the design and implementation of the key revenue recognition internal controls of the
82
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Company in order to determine the effectiveness of the internal control policies;
We performed an analytical procedure for identified risks based on the understanding of the Companys
customers and business environment. By comparing car sales figures during this year with last year
figures，we evaluated whether the commodity structure and price change are keys to abnormal
movements.
We obtained and cross-checked supporting documents related to the sales of cars on sample basis,
including sales agreements, transportation documents, receipt notes, sales invoices.
We examined supporting documents including receipt notes or settlement notes from customers for sales
of cars recognized before or after the balance sheet date, so as to evaluate whether the sales of cars was
recorded in the correct period.
We assessed the advances from customers were whether carried forward timely when the sales of cars
were realized so as to determine the accuracy and appropriateness of the carrying value of car sales.
We performed a confirmation procedure by issuing letters to the third parties for verifying the records of
advances from customers.
IV. Other information
Management of the Company is responsible for the other information. The other information comprises
all of the information included in 2017 annual report of the Company other than the financial statements
and our auditors report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of this other
information. We are required to report that fact. We have nothing to report in this regard.
(V) Responsibilities of the management and those charged with governance for the financial
statements
The management of the Company is responsible for the preparation and fair presentation of the financial
statements in accordance with CSAs, and for designing, implementing and maintaining such internal
control as the management determines is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the management is responsible for assessing the Companys ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
83
深圳市特力(集团)股份有限公司 2017 年年度报告全文
going concern basis of accounting, unless the management either intends to liquidate the Company or to
cease operations or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Companys financial reporting process
(VI) Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditors report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with CSAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are generally considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with CSAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
A. Identify and assess the risks of material misstatement of the financial statements due to fraud and error,
design and implement audit procedures to address these risks, and obtain sufficient and appropriate audit
evidence as a basis for forming the audit opinion. As fraud may involve collusion, forgery, willful
omission, misrepresentation or override of internal control, the risk of not discovering a material
misstatement due to fraud is higher than the risk of failing to detect a material misstatement resulting
from a mistake.
B. Understand the internal controls related to auditing in order to design appropriate audit procedures.
C. Evaluate the appropriateness of accounting policies adopted by the management and the
reasonableness of accounting estimates and relevant disclosures made by management.
D. Conclude on the appropriateness of managements application of the going concern assumption.
Meanwhile, based on the audit evidence obtained, conclude whether there is material uncertainty about
the Companys ability to continue as a going-concern. If we conclude that there is material uncertainty,
the auditing standards require us to draw attention of the users of the financial statements to the relevant
disclosures in the financial statements. If the disclosure is inadequate, we shall express a qualified
opinion. Our conclusion is based on information available as of the date of the audit report. However,
future events or circumstances may cause the Company not being able to continue as a going-concern.
E. Evaluate the overall presentation, structure and content of financial statements (including disclosures),
and evaluate whether the financial statements present fairly the relevant transactions and events.
F. Obtain sufficient and appropriate audit evidence regarding to the Companys financial information of
the entities or business activities in order to express opinion on the financial statements. We are
responsible for the guidance, supervision and execution of the group audit. We take full responsibility for
the audit opinion.
84
深圳市特力(集团)股份有限公司 2017 年年度报告全文
We communicate with those charged with governance on the scope and time schedule of the audit, and
significant audit findings, etc., including deficiency of internal control that we identified during the audit
which warrants attention.
We also provide a statement to those charged with governance regarding the fact that we comply with the
requirements of professional ethics relating to independence, and also communicate with them about all
relationships and other matters that may be reasonably deemed to affect our independence，as well as,
where applicable, the relevant precautions(if applicable).
Through the matters we communicate with those charged with governance, we identify matters that are
significant in the audit of the financial statements for the current period, which therefore become the key
audit items. We disclose these items in the audit report, unless public disclosure of such items is
prohibited by laws and regulations; in exceptional circumstances, where the benefit arising from public
disclosure of certain matters is outweighed by the negative consequence brought by such disclosure in
consideration of public interest, we do not disclosure such items in the audit report.
II. Financial statements
Units in Notes of Financial Statements is RMB
85
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Consolidated Balance Sheet
As at 31 December 2017
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note VI. Closing balance Opening balance
Current Assets：
Monetary funds 1 161,793,218.56 218,497,640.10
Financial assets held-for-trading
Note receivables
Account receivables 2 44,215,236.68 113,736.64
Prepayments 3 3,737,706.70 8,436,668.35
Interest receivable 4 221,232.88 172,055.56
Dividends receivable 5 779,868.09
Other receivables 6 14,819,164.11 16,586,387.45
Inventories 7 12,646,227.22 11,038,915.69
Non-current asset due within one year
Other current assets 8 219,582,250.70 90,123,901.32
Total current assets 344,969,305.11 344,969,305.11
Non-current Assets:
Financial assets held-for-trade 9 10,176,617.20 10,478,985.77
Held-to-maturity investments 10
Long-term receivables 11
Long-term equity investments 12 284,464,749.15 203,633,308.06
Investment properties 13 73,223,512.21 77,602,248.53
Fixed assets 14 120,296,822.84 129,226,236.16
Construction in progress 15 378,160,896.69 343,365,313.46
Materials for construction
Disposal of fixed assets
Bio-assets in production
Oil and gas assets
Intangible assets 16 52,349,686.92 53,739,118.72
Development expenditure
Goodwill
Long-term deferred expenses 17 1,779,713.94 1,437,761.31
Deferred tax assets 18 24,394,028.91 24,448,797.86
Other non-current assets 19 673,661.62 100,000.00
Total non-current assets 945,519,689.48 844,031,769.87
Total Assets 1,403,314,594.42 1,189,001,074.98
86
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Consolidated Balance Sheet（Continued）
As at 31 December 2017
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note VI. Closing balance Opening balance
Current liabilities：
Short-term loans 21 120,000,000.00 50,000,000.00
Financial liabilities held-for-trade
Notes payable
Accounts payable 22 28,032,708.69 23,599,227.33
Advances from customers 23 13,790,019.47 11,930,493.02
Employee benefits payable 24 23,171,154.53 27,144,631.18
Taxes payable 25 9,927,572.27 10,081,678.60
Interest payables 26 229,494.72 77,826.33
Dividends payable
Other payables 27 153,099,910.49 126,045,854.54
Non-current liabilities due within one year
Other current liabilities
Total current liabilities 348,250,860.17 248,879,711.00
Non-current liabilities：
Long-term loans 28 38,600,000.00 12,000,000.00
Bonds payable
Long-term payables 29 3,920,160.36 3,920,160.36
Long-term employee benefits payable
Special payables
Accrued liabilities 30 1,192,618.90
Deferred tax liabilities 18 232,711.06
Other non-current liabilities 31 14,520,000.00 14,239,537.48
Total non-current liabilities 57,040,160.36 31,585,027.80
Total liabilities 405,291,020.53 280,464,738.80
Owners' equity：
Paid-in capital 32 297,281,600.00 297,281,600.00
Capital reserve 33 565,226,274.51 564,192,605.51
Less: treasury shares
other comprehensive income
Special reserve
Surplus reserves 34 2,952,586.32 2,952,586.32
General risk reserve
Undistributed profit 35 97,798,595.80 30,935,823.12
Foreign exchange translation difference
Total owners' equity attributable to parent
963,259,056.63 895,362,614.95
company
Minority interests 34,764,517.26 13,173,721.23
Total owners’equity 998,023,573.89 908,536,336.18
Total liabilities and owners’equity 1,403,314,594.42 1,189,001,074.98
Legal representative: Lv Hang Person in charge of accounting: Lou Hong Person in charge of accounting organ: Liu Yuhong
87
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Consolidated Income Statement
For the Year Ended 31 December 2017
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note VI. Closing balance Opening balance
Ⅰ.Total operating income 36 347,237,289.80 324,240,841.90
Including: Operating income 36 347,237,289.80 324,240,841.90
Ⅱ.Total operating Costs 313,002,481.12 297,539,255.62
Including: Operating costs 36 254,254,960.65 229,042,849.63
Taxes and surcharges 37 3,638,454.37 8,772,047.77
Selling and distribution expenses 38 16,490,379.71 16,656,674.49
Administrative expense 39 36,735,283.59 42,446,751.49
Financial expense 40 1,520,168.86 -505,960.97
Impairment losses of assets 41 363,233.94 1,126,893.21
Add: Gains from changes in fair value ("-" means
loss)
Investment income ("-" means loss) 42 33,599,860.09 5,098,993.57
Including: Investment income from
42 21,297,772.09 1,182,675.73
associates and joint venture
Gains on disposal of assets ("-" means loss) 43 374,583.14 68,314.27
Other income 44 25,753.22 -
Ⅲ.Operating profit ("-" means loss) 68,235,005.13 31,868,894.12
Add: Non-operating income 45 725,518.07 32,237.30
Including:Gain from disposal of non-current
45 - -
assets
Less: Non-operating expenses 46 35,120.31 1,415,801.07
Including: Loss on disposal of non-current
46 29,444.35 120,004.34
assets
Ⅳ.Total profit ("-" means loss) 68,925,402.89 30,485,330.35
Less: Income tax expenses 47 3,143,834.18 2,867,397.81
Ⅴ.Net profit ("-" means loss) 65,781,568.71 27,617,932.54
(Ⅰ)Categorization by continuity of operation
1.Net profit of continued operation 65,781,568.71 27,617,932.54
2.Net profit of discontinued operation - -
(Ⅱ)Categorization by attribution of ownership
1.Net profit attributable to shareholders of the parent -1,081,203.97 424,369.91
2.Profit of loss attributable to minority shareholder 66,862,772.68 27,193,562.63
Ⅵ.Earnings per share
Basic Earnings per share 0.2249 0.0915
Diluted Earnings per share 0.2249 0.0915
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 65,781,568.71 27,617,932.54
Total comprehensive income attributable to owners
66,862,772.68 27,193,562.63
of parent company
Total comprehensive income attributable to minority
-1,081,203.97 424,369.91
interests
Legal representative: Lv Hang Person in charge of accounting: Lou Hong Person in charge of accounting organ: Liu Yuhong
88
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Consolidated Statement of Cash Flows
For the Year Ended 31 December 2017
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
351,036,436.94 370,098,515.70
services
Refund of taxes and levies
Cash received relating to other operating activities 48 9,418,234.47 12,156,441.52
Sub-total of Cash Inflows 360,454,671.41 382,254,957.22
Cash paid for goods and services 236,140,838.02 209,258,447.95
Cash paid to and on behalf of employees 55,047,561.06 60,984,493.75
Cash paid on taxes and levies 20,250,075.88 20,335,212.12
Cash paid relating to other operating activities 45 51,109,264.50 33,801,869.08
Sub-total of Cash Outflows 362,547,739.46 324,380,022.90
Net Cash Flows from Operating Activities -2,093,068.05 57,874,934.32
Ⅱ. Cash Flows from Investing Activities:
Cash received from return of investments 628,171,900.00 401,300,000.00
Cash received investing income 15,714,288.78 12,363,270.79
Net cash received from disposal of fixed assets,
259,940.00
intangible assets and other long assets
Net cash flows from disposal subsidiary and other
2,343,240.90
operating unite
Other cash received relating to investing activities 40,000,000.00
Sub-total of Cash Inflows 686,489,369.68 413,663,270.79
Cash paid to acquire fixed assets, intangible assets
31,340,610.55 67,736,915.76
and other long assets
Cash paid on investments 804,100,000.00 306,590,290.86
Net cash paid on obtain subsidiary and other operating
unite
Cash paid on other investing activities
Sub-total of Cash Outflows 835,440,610.55 374,327,206.62
Net Cash Flows from Investing Activities -148,951,240.87 39,336,064.17
Ⅲ. Cash flow from Financing Activities
Cash received from investments 22,672,000.00 2,330,000.00
Including: Cash received from investments by minority
22,672,000.00 2,330,000.00
interests of subsidiaries
Cash received from borrowing 216,600,000.00 62,000,000.00
Cash received from issuing bonds
Cash received from other financing activities
Sub-total of Cash Inflows 239,272,000.00 64,330,000.00
Cash repayments on borrowed amounts 120,000,000.00 63,000,000.00
Cash payments for distribution of dividends or profits 4,931,753.63 19,228,479.17
Including: Dividends or profit paid to minority interests
of subsidiaries
Cash payments on other financing activities
Sub-total of cash Outflows 124,931,753.63 82,228,479.17
Net cash flows from financing activities 114,340,246.37 -17,898,479.17
Ⅳ. Effect of foreign exchange rate on cash -358.99 409.85
Ⅴ. Net increase in cash and cash equivalents -36,704,421.54 79,312,929.17
Add: cash equivalents at the beginning of the period 178,497,640.10 99,184,710.93
Ⅵ. Cash equivalents at the end of the period 141,793,218.56 178,497,640.10
Legal representative: Lv Hang Person in charge of accounting: Lou Hong Person in charge of accounting organ: Liu Yuhong
89
深圳市特力(集团)股份有限公司 2017 年年度报告全文
CONSOLIDATED STATEMENT OF CHANGE IN OWNER'S EQUITY
For the Year Ended 31 December 2017
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 30,935,823.12 13,173,721.23 908,536,336.18 220,281,600.00 564,192,605.51 2,952,586.32 3,742,260.49 10,419,351.32 878,588,403.64
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 30,935,823.12 13,173,721.23 908,536,336.18 220,281,600.00 564,192,605.51 2,952,586.32 3,742,260.49 10,419,351.32 878,588,403.64
3. Increase/Decrease movements in
1,033,669.00 66,862,772.68 21,590,796.03 89,487,237.71 77,000,000.00 556,520,000.00 27,193,562.63 2,754,369.91 49,667,001.28
this Year ("-" means loss)
(I)Total comprehensive income 66,862,772.68 -1,081,203.97 65,781,568.71 27,193,562.63 424,369.91 47,337,001.28
(II) Gain/Loss to Owners' Equity Directly
(III) Capital Injected and Reduced by Owners 1,033,669.00 22,672,000.00 23,705,669.00 77,000,000.00 556,520,000.00 2,330,000.00 2,330,000.00
a. Capital injected by owners 1,033,669.00 22,672,000.00 23,705,669.00 77,000,000.00 556,520,000.00 2,330,000.00 2,330,000.00
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 297,281,600.00 565,226,274.51 2,952,586.32 97,798,595.80 34,764,517.26 998,023,573.89 297,281,600.00 564,192,605.51 2,952,586.32 30,935,823.12 13,173,721.23 908,536,336.18
Legal representative: Lv Hang Person in charge of accounting: Lou Hong Person in charge of accounting organ: Liu Yuhong
90
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Balance Sheet
As at 31 December 2017
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note XIII. Closing balance Opening balance
Current Assets：
Monetary funds 97,991,738.05 150,800,890.39
Financial assets held-for-trade
Notes receivable
Accounts receivable 1
Prepayments 32,280.00
Interest receivable 221,232.88 172,055.56
Dividends receivable 779,868.09
Other receivables 2 98,321,166.40 98,999,650.03
Inventories
Non-current asset due within one year
Other current assets 203,500,000.00 90,000,000.00
Total current assets 400,814,005.42 340,004,875.98
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 3 789,830,758.66 686,225,666.43
Investment properties 46,749,467.61 49,847,406.09
Fixed assets 15,536,781.07 16,497,899.89
Construction in progress 5,554,512.79 373,191.69
Materials for construction
Disposal of fixed assets
Bio-assets in production
Oil and gas assets
Intangible assets 341,121.77 484,538.73
Development expenditure
Goodwill
Long-term deferred expenses 223,715.66 239,924.49
Deferred tax assets 13,869,311.84 13,908,254.04
Other non-current assets
Total non-current assets 882,282,286.60 777,753,498.56
Total Assets 1,283,096,292.02 1,117,758,374.54
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Balance Sheet (Continued)
As at 31 December 2017
Prepared by：Shenzhen Tellus Holding Co.,Ltd. Currency: RMB Yuan
Item Note Closing balance Opening balance
Current liabilities：
Short-term loans 120,000,000.00 50,000,000.00
Financial liabilities held-for-trade
Notes payable
Accounts payable 14,000.00
Advance from customers 1,511.00
Employee benefits payable 5,769,360.88 7,713,651.26
Taxes payable 474,977.89 524,089.23
Interest payable 165,604.16 66,458.33
Dividends payable
Other payables 295,776,662.59 253,475,259.99
Non-current liabilities due within one year
Other current liabilities
Total current liabilities 422,202,116.52 311,779,458.81
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 422,202,116.52 311,779,458.81
Owners' equity：
Paid-in capital 297,281,600.00 297,281,600.00
Capital reserve 562,032,851.23 560,999,182.23
Less: treasury shares
Other comprehensive income
Special reserve
Surplus reserves 2,952,586.32 2,952,586.32
General risk reserve
Undistributed profit -1,372,862.05 -55,254,452.82
Total owners' equity attributable to parent company 860,894,175.50 805,978,915.73
Total liabilities and owners' equity 1,283,096,292.02 1,117,758,374.54
Legal representative: LvHang Person in charge of accounting: Lou Hong Person in charge of accounting organ: Liu Yuhong
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Income Statement
For the Year Ended 31 December 2017
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 44,035,720.63 42,675,858.14
Less:Operating cost 4 3,662,936.04 3,596,474.49
Taxes and surcharges 1,658,236.32 1,946,487.56
Selling and distribution expenses
Administrative expense 15,151,430.07 18,123,683.40
Financial expense 856,292.09 -54,231.75
Impairment losses of assets -178,762.83 210,905.47
Add: Gain from changes in fair value ("-" means
loss)
Investment income ("-" means loss) 5 31,049,977.47 17,320,863.81
Including: Investment income from associates
17,123,423.23 6,984,139.28
and joint venture
Gains on disposal of assets ("-" means loss)
Other income
II.Operating profit ("-" means loss) 53,935,566.41 36,173,402.78
Add: Non-operating income 0.04 0.01
Including:Gain from disposal of non-current
assets
Less:Non-operating expenses 15,033.48
Including: Loss on disposal of non-current
15,033.48
assets
III.Total profit ("-" means loss) 53,920,532.97 36,173,402.79
Less: Income tax expenses 38,942.20 38,942.20
IV.Net profit ("-" means loss) 53,881,590.77 36,134,460.59
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 53,881,590.77 36,134,460.59
Legal representative: LvHang Person in charge of accounting: LouHong Person in charge of accounting organ: LiuYuhong
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Cash Flow Statement
For the Year Ended 31 December 2017
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
60,856,831.09 51,007,384.73
services
Refund of taxes and levies
Cash received relating to other operating activities 9,696,177.07 28,092,646.25
Sub-total of Cash Inflows 70,553,008.16 79,100,030.98
Cash paid for goods and services
Cash paid to and on behalf of employees 14,515,785.88 15,349,455.10
Cash paid on taxes and levies 3,755,038.44 3,969,332.10
Cash paid relating to other operating activities 21,185,336.08 22,389,973.93
Sub-total of Cash Outflows 39,456,160.40 41,708,761.13
Net Cash Flows from Operating Activities 31,096,847.76 37,391,269.85
Ⅱ. Cash Flows from Investing Activities:
Cash received from return of investments 535,500,000.00 365,000,000.00
Cash received investing income 15,146,686.15 12,201,500.94
Net cash received from disposal of fixed assets,
13,195.84
intangible assets and other long assets
Net cash flows from disposal subsidiary and other
14,150,000.00
operating unite
Other cash received relating to investing activities 40,000,000.00
Sub-total of Cash Inflows 604,809,881.99 377,201,500.94
Cash paid to acquire fixed assets, intangible assets
4,549,479.98 574,662.05
and other long assets
Cash paid on investments 730,598,000.00 291,290,290.86
Cash paid on other investing activities
Sub-total of cash outflows 735,147,479.98 291,864,952.91
Net Cash Flows from Investing Activities -130,337,597.99 85,336,548.03
Ⅲ. Cash flow from Financing Activities
Cash received from investments
Cash received from borrowing 190,000,000.00 50,000,000.00
Cash received from issuing bonds
Cash received from other financing activities
Sub-total of cash inflows 190,000,000.00 50,000,000.00
Cash repayments on borrowed amounts 120,000,000.00 63,000,000.00
Cash payments for distribution of dividends or
3,568,402.11 19,228,479.17
profits
Cash payments on other financing activities
Sub-total of cash Outflows 123,568,402.11 82,228,479.17
Net cash flows from financing activities 66,431,597.89 -32,228,479.17
Ⅳ. Effect of foreign exchange rate on cash
Ⅴ. Net increase in cash and cash equivalents -32,809,152.34 90,499,338.71
Add: cash equivalents at the beginning of the period 110,800,890.39 20,301,551.68
Ⅵ. Cash equivalents at the end of the period 77,991,738.05 110,800,890.39
Legal representative: Lv Hang Person in charge of accounting: Lou Hong Person in charge of accounting organ: Liu Yuhong
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
STATEMENT OF CHANGE IN OWNER'S EQUITY
For the Year Ended 31 December 2017
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 -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
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 -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
Year
3. Increase/Decrease movements in
1,033,669.00 53,881,590.77 54,915,259.77 36,134,460.59 36,134,460.59
this Year ("-" means loss)
(I)Total comprehensive income 53,881,590.77 53,881,590.77 36,134,460.59 36,134,460.59
(II) Other comprehensive income
(III) Capital Injected and Reduced
1,033,669.00 1,033,669.00
by Owners
a. Capital injected by owners 1,033,669.00 1,033,669.00
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 297,281,600.00 562,032,851.23 2,952,586.32 -1,372,862.05 860,894,175.50 297,281,600.00 560,999,182.23 2,952,586.32 -55,254,452.82 805,978,915.73
Legal representative: Lv Hang Person in charge of accounting: Lou Hong Person in charge of accounting organ: Liu Yuhong
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
SHENZHEN TELLUS HOLDING CO., LTD.
Notes to Financial Statements
（For the Year Ended 31 December, 2017 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 People‘s 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 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,
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
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 people‘s bank of China in shenzhen special
economic zone, the group could issue A ordinary shares 25.98 million with B ordinary shares20 million
(shen ren yin fu zi (1993)092).On June 30, 1994, with the approval of the shenzhen city administration
for industry and commerce, Tellus mechanical and electrical co. LTD, Shenzhen was renamed
ShenZhen Tellus Holding Co.,Ltd
The capital structure of the Company at listing date：
Category Amount (share) Ratio（%）
1. Non-tradable shares
Include: State shares 120,900,000 72.45
Sub-total of non-tradable shares 120,900,000 72.45
2. Tradable shares
-A 25,980,000 15.57
-B 20,000,000 11.98
Sub-total tradable shares 45,980,000 27.55
Total 166,880,000 100.00
Change of capital structure after established:
（1）Issue bonus shares in 1993
According to the decision made by general meeting of shareholders in 1993, the company distributed
a 2 for 10 bonus shares with cash dividend of RMB 0.5. The whole capital changed into 2,002.56
million shares.
On 22 April 1994，the Shenzhen Stock Management Office agreed about plan of distributing bonus .
After plan, the company‘s capital structure changed as follows:
Category Amount（share） Ratio（%）
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
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 Group‘s share
capital increased to 2,202.816 million shares.
After plan, the company‘s 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 People‘s Government ―shen fu han
(1997), No. 19‖ and China Securities Regulatory Commission ―zheng jian han shang (1997), No. 5‖,
Shenzhen Investment Administrative Company transferred its 159,588,000 shares to Shenzhen Te Fa
(Group) Company Limited (hereinafter referred to as ―the Te Fa Group‖). The shares transferred
represent 72.45% of the total issued shares of the Company.
（4）The reform of listing non-tradable shares in 2006
In December 2005, shenzhen, the State-owned Assets Supervision and Administration Commission
agreed about the plan of reforming non-tradable shares.
On 4th January 2006, Te Fa Group gave 13,717,440 shares to the holders of tradable shares of the
company in the A share market. After the split-share reform was completed, it held 66.22% of the
shares capital of the Company.
After the split-share reform, the company‘s capital structure changed as follows:
Category Amount（share） Ratio（%）
State - owned shares 145,870,560 66.22
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Category Amount（share） Ratio（%）
Public shares 48,011,040 21.79
RMB special stock（B shares） 26,400,000 11.98
Total 220,281,600 100.00
(5) Private placement of RMB ordinary shares in 2015
According to the 19th special meeting of the 7th Board Meeting on April 21st,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
company‘s 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 company‘s capital structure changed as follows:
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 2017, the Company had issued 29,728.16 million shares, details in VI-32.
4. The scope of consolidation
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
There are 16 subsidiariesincluded in the 2017 consolidation scope, details in notes8―the equity in
other entities‖. Compared with last year(2016), one entity is newly added to the consolidation
scope,one entity is excluded to 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 2nd,2018
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 People‘s 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
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
2017. In addition, in all material respects ,the financial statements of the Company and the Group
complywith the revised disclosing requirements for financial statements and the notes Compilation
Rules for Information Disclosure by Companies Offering Securities to the Public No.15—General
Provisions on Financial Reports (2014 Revision)‘ issued by China Securities Regulatory Commission
(CSRC) in 2014.
Ⅳ、 Important Accounting Principles and Accounting Estimates
According to the Chinese Accounting standards,the Group ensures the relevant accounting policies
and estimation by means of characteristics of subsidiaries. In terms of theexplanation of judgment and
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
estimation of important accounting policies made by Board of Directors, details will be found in note
Ⅳ.29‖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 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.
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
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, 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 acquirer‘s 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 acquirer‘s interest in the fair value of the acquiree‘s identifiable net assets,
the difference shall be recognized as goodwill. Where the cost of combination is less than the
acquirer‘s interest in the fair value of the acquiree‘s identifiable net assets, the difference shall be
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
accounted for according to the following requirements: (i) the acquirer shall reassess the
measurement of the fair values of the acquiree‘s 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 acquirer‘s interest in the fair values of the acquiree‘s identifiable net assets, the
acquirer shall recognize the remaining difference immediately in profit or loss for the current period.
Where the temporary difference obtained by the acquirer was not recognized due to inconformity with
the conditions applied for recognition of deferred income tax, if, within the 12 months after acquisition,
additional information can prove the existence of related information at acquisition date and the
expected economic benefits on the acquisition date arose from deductible temporary difference by the
acquiree can be achieved, relevant income tax assets can be recognized, and goodwill offset. If the
goodwill is not sufficient, the differences shall be recognized as profit of the current period.
Apart from above, the differences shall be taken into profit or loss of the current period if the
recognition of deferred income tax assets is related to the combination.
5、Preparation of consolidated financial statements
（1）The scope of consolidated financial statements
The scope of consolidation in the consolidated financial statements is determined on the basis of
control. Control is the power to govern the financial and operating policies of an enterprise so as to
obtain benefits from its operating activities. The scope of consolidation includes the Group and all of
the subsidiaries. Subsidiary is an enterprise or entity under the control of the Group.
（2）Preparation of the consolidated financial statements
The subsidiary of the Group is included in the consolidated financial statements from the date when
the control over the net assets and business decisions of the subsidiary is effectively obtained, and
excluded from the date when the control ceases. For a subsidiary disposed of by the Group, the
operating results and cash flows before the date of disposal (the date when control is lost) are
included in the consolidated income statement and consolidated statement of cash flows, as
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
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
included in the consolidated balance sheet and the consolidated income statement, respectively,
based on their carrying amounts, from the date that common control was established, and the opening
balances and the comparative figures of the consolidated financial statements are restated.
When the accounting period or accounting policies of a subsidiary are different from those of the
Group, the Group makes necessary adjustments to the financial statements of the subsidiary based
on the Group‘s 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 subsidiary‘s 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 subsidiary‘s 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 Ⅳ. 9 ―Financial instruments‖ or Note Ⅳ.13 ‖Long-term equity
investments ‖.
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.
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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 group‘s. 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 noteⅣ.9 or noteⅣ.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 noteⅣ.13.(2)④.
6．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 noteⅣ.13（2）②.
As a party of joint venture, we should ensure the assets and liabilities individually; besides, revenues
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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.
7. 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.
8. Foreign exchange
（1）Translation in foreign exchange transactions
The foreign currency transactions are recorded, on initial recognition in the functional currency, by
applying the spot exchange rate on the date of the transaction （an exchange rate that approximates
the actual spot exchange rate on the date of transaction）. The exchange of foreign currency and
transactions related to the foreign exchange are translated at the spot exchange rate.
（2）Translation of monetary foreign currency and non-monetary foreign currency
At the balance sheet date, foreign currency monetary items are translated using the spot exchange
rate at the balance sheet date. All the exchange differences thus resulted are taken to profit or loss,
except for ①those relating to foreign currency borrowings specifically for construction and acquisition
of qualifying assets, which are capitalized in accordance with the principle of capitalization of
borrowing costs. ②The exchange difference from changes of other account balance of foreign
currency monetary items available-for-trade is recorded into profit or loss except for amortized cost.
Non-monetary foreign currency items measured at historical cost shall still be translated at the spot
exchange rate prevailing on the transaction date, and the amount denominated in the functional
currency is not changed. Non-monetary foreign currency items measured at fair value are translated
at the spot exchange rate prevailing at the date when the fair values are determined. The exchange
difference thus resulted are recognized in profit or loss for the current period or as capital reserve.
9、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 arm‘s 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.
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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 arm‘s 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 Group‘s financial assets are classified into one of the four
categories, including financial assets at fair value though profit or loss, held-to maturity investments,
loans and receivables and available-for-trade financial assets. A financial asset is recognized initially
at fair value. In the case of financial assets at fair value through profit or loss, relevant transaction
costs are immediately charged to the profit and loss of the current period; transaction costs relating to
financial assets of other categories are included in the amount initially recognized.
① Financial assets at fair value through profit or loss:
Including financial assets held-for-trade and financial assets designated at fair value through profit or
loss.
Financial asset held-for-trade is the financial asset that meets one of the following conditions:
A. the financial asset is acquired for the purpose of selling it in a short term;
B. the financial asset is a part of a portfolio of identifiable financial instruments that are collectively
managed, and there is objective evidence indicating that the enterprise recently manages this portfolio
for the purpose of short-term profits;
C. the financial asset is a derivative, except for a derivative that is designated and effective hedging
instrument, or a financial guarantee contract, or a derivative that is linked to and must be settled by
delivery of an unquoted equity instrument (without a quoted price from an active market) whose fair
value cannot be reliably measured. For such kind of financial assets, fair values are adopted for
subsequent measurement.
Financial asset is designated on initial recognition as at fair value through profit or loss only when it
meets one of the following conditions:
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 enterprise‘s 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
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the financial assets are recognized in the profit or loss.
② Investment held-to maturity
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments
and fixed maturity that an entity has the positive intention and ability to hold to maturity. Such kind of
financial assets are subsequently measured at amortized cost using the effective interest method.
Gains or losses arising from derecognition, impairment or amortization are recognized in profit or loss
for the current period.
Effective interest rate is the rate that exactly discounted estimated future cash flows through the
expected life of the financial asset or financial liability or, where appropriate, a shorter period to the net
carrying amount of the financial asset or financial liability.
When calculating the effective interest rate, the Group shall estimate future cash flow considering all
contractual terms of the financial asset or financial liability without considering future credit losses, and
also consider all fees paid or received between the parties to the contract giving rise to the financial
asset and financial liability that are an integral part of the effective interest rate, transaction costs, and
premiums or discounts, etc.
③ Loans and receivables
Loans and receivables are non-derivative financial assets with fixed determinable payment that are
not quoted in an active market. Financial assets classified as loans and receivables by the Group
include note receivables, account receivables, interest receivable dividends receivable and other
receivables.
Loans and receivables are subsequently measured at amortized cost using the 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 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
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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;
3) the enterprise has transferred its rights to receive cash flows from the asset and either (a) has
transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor
retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
If the enterprise has neither retained all the risks and rewards from the financial asset nor control over
the asset, the asset is recognized according to the extent it exists as financial asset, and
correspondent liability is recognized. The extent of existence refers the level of risk by the financial
asset changes the enterprise is facing.
For a transfer of a financial asset in its entirety that satisfies the derecognition criteria, (a). the carrying
amount of the financial asset transferred; and (b) the sum of the consideration received from the
transfer and any cumulative gain or loss that had been recognized in other comprehensive income, is
recognized in profit or loss.
If a part of the transferred financial asset qualifies for derecognition, the carrying amount of the
transferred financial asset is allocated between the part that continues to be recognized and the part
that is derecognized, based on the relative fair value of those parts. The difference between (a) the
carrying amount allocated to the part derecognized; and (b) the sum of the consideration received for
the part derecognized and any cumulative gain or loss allocated to the part derecognized which has
been previously recognized in other comprehensive income, is recognized in profit or loss.
（5）Classification and measurement of financial liabilities
The Group‘s 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
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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 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
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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.
10、Account receivables
The account receivable by the Group includes account receivables, and other receivables.
（1）Criteria for recognition of bad debts:
The Company carries out an inspection on the balance sheet date. Where there is any objective
evidence proving that the receivables have been impaired, an impairment provision shall be made:
①A serious financial difficulty occurs to the issuer or debtor;
②The debtor breaches any of the contractual stipulations, for example, fails to pay or delays the
payment of interests or the principal, etc.;
③The 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
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related to the estimation of future cash flow expected to be derived from the assets.
Evidence of portfolios：
Items Evidence of portfolios
Aging portfolios Use the aging of account receivables as credit risk characteristics
B．Provision by credit risk characteristics
During the group impairment test, the amount of bad debts provisions is determined by the assessed
result from the experience of historical loss and current economic status and the existing loss in the
estimated account receivables according to the set of account receivables and credit risk
characteristic.
Provisions for difference portfolios：
Item Method of provision
Aging portfolios Provision by Aging
a. Provision by Aging analysis
Aging Accounts receivable（%） Other receivables（%）
Within 1 year(inclusive) No provision No provision
1-2 years (inclusive) 5 5
2-3 years (inclusive) 20 20
Over 3 years 50 50
③ Provisions of bad debts that is individually insignificant.
The Group treats account receivables under RMB 1,000,000 and other receivables under RMB
500,000 as individually insignificant items.
For the account receivables not individually significant, the Group assesses the account receivables
individually for impairment when are of following characteristics: if there is objective evidence
indicating the impairment, the impairment loss is recognized at the difference between the present
value of future cash flow less the carrying amount, and provision is made accordingly. For example,
account 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 recognize d
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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.
11、Inventories
（1）Classification of inventory
The Group‘s inventory mainly include raw materials, goods in stock, work-in-progress and low
value consumables, etc.
（2）Valuation method of inventories upon delivery
Inventories are initially carried at the actual cost and delivered at the value by weighted average method. The low value
consumables and packaging should be amortized in equal installment.
（3）Basis for determining net realizable value of inventories and provision methods for decline in
value of inventories
Net realizable value is the estimated selling price in the ordinary course of business less the estimated
costs of completion, the estimated costs necessary to make the sale and relevant taxes. Net
realizable value is determined on the basis of clear evidence obtained, and takes into consideration
the purpose of holding inventories and effect of post balance sheet events.
At the balance sheet date, inventories are measured at the lower of the cost and net realizable value.
If the net realizable value is below the cost of inventories, a provision for decline in value of
inventories is made. The provision for inventories decline in value is normally determined by the
difference of the cost of individual item less its realizable value.
After the provision for decline in value of inventories is made, if the circumstances that previously
caused inventories to be written down below cost no longer exist so that the net realizable value of
inventories is higher than their cost, the original provision for decline in value is reversed and the
reversal is included in profit or loss for the period.
（4）Inventory system is maintained for stock system.
12. 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
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an irrevocable agreement in one year, then it would be regarded as held-to maturity asset. The
method of calculation is no deprecation or amortization from the beginning-holding-day, instead of
choosing the lower one between book value and fair value minus disposal expenses. If the disposable
asset is an asset group under the accounting standards 8 and the goodwill will be divided into this
asset group, then it should be included the goodwill.
It should be disclosed individually when it is classified as held-to-maturity asset. If it is classified as the
liability connecting to the asset group, it should also list separately.
13、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 party‘s 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 purchaser‘s business combination should be calculated
in initializing confirming amount of equity securities or debt securities.
The equity investments other than the long-term equity through combination shall be initially
measured by cost. The cost shall be recognized to the difference in the way of acquisition of long-term
equity investment. Theses ways include the cash purchase price the Group actually paid, the fair
value of equity security issued by the Group, value specified in the investment contract or agreement,
the fair value or carrying value of the asset out in the transaction of non-monetary asset exchanges,
and the fair value of the long-term equity investment. Other direct cost, tax and necessary expenses
related to the acquisition of long-term equity investment are recognized in investment cost.
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（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 Company‘s 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 enterprise‘s
interest in the fair values of the investee‘s 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 enterprise‘s interest in the fair values of
investee‘s identifiable net assets at the time of acquisition, the difference shall be charged to profit or
loss for the current period, and the cost of the long-term equity investment shall adjusted accordingly.
Under the equity method, the Group recognizes its share of the net profit or loss of the investee for the
period as investment income or loss for the period. The Group recognizes it share of the investee‘s
net profit or loss based on the fair value of the investee‘s individual separately indentible assets etc. at
the acquisition date after making appropriate adjustments to confirm with the Group‘s accounting
policies and accounting period. Unrealized profits or losses resulting from the Group‘s transactions
with its associates and joint ventures are recognized as investment income or loss to the extent that
those attributable to the Group‘s equity interest are eliminated. However, unrealized losses resulting
from the Group‘s 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
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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 Group‘s interest in the
investee‘s net assets at the time of acquisition, the excess is amortized and is recognized in profit or
loss on a straight line basis over the original remaining life.
③ Acquisition of minority interest
The difference between newly increased equity investment due to acquisition of minority interests and
portion of net asset cumulatively calculated from the acquisition date is adjusted as capital reserve. If
the capital reserve is not sufficient to absorb the difference, the excess are adjusted against returned
earnings.
④ Disposal of long-term equity investment
Where the parent company disposes long-term investment in a subsidiary without a change in control,
the difference in the net asset between the amount of disposed long-term investment and the amount
of the consideration paid or received is adjusted to the owner‘s equity. If the disposal of long-term
investment in a subsidiary involves loss of control over the subsidiary, the related accounting policies
in NoteⅣ.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.
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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 amount would be regarded as other comprehensive profits
until the power is certainly ensured that the group lost the power of control.
14、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.
15、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.
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（2）The method for depreciation
Fixed assets are stated at cost and consider the impact of expected costs of abandoning the initial
measurement. From the following month of state of intended use, the straight-line method is used for
different categories of fixed assets to take depreciation. The recognition of the classification, useful life
and estimated residual rate are as follows:
Category Expected useful life Estimated residual value（%） Depreciation（%）
Building & construction 35 3 2.77
Machines & equipments 12 3 8.08
Vehicles 7 3 13.86
Electronic appliances 7 3 13.86
Office and other equipment 7 3 13.86
Private housing renovation costs 10 0 10.00
Expected net residual value of fixed assets is the balance of the Group currently obtained from the
disposal of the asset less the estimated costs of disposal amount, assuming the asset is out of useful
life and state the expected service life in the end.
（3） Measurement and recognition of fixed assets
Impairment and provisions of fixed assets are disclosed on Note Ⅳ.20 ―Long-term assets
impairment‖.
（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.
16、Construction in progress
Construction in progress is measured at its actual cost. The actual costs include various construction
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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 toNote Ⅳ.20 ―Long-term assets impairment‖.
17、Borrowing costs
The borrowing costs shall include interests on borrowings, amortization of discounts or premiums on
borrowings, ancillary expenses, and exchange balance on foreign currency borrowings. Where the
borrowing costs incurred to an enterprise can be directly attributable to the acquisition and
construction or production of assets eligible for capitalization, it shall be capitalized and recorded into
the costs of relevant assets. Other borrowing costs shall be recognized as expenses on the basis of
the actual amount incurred, and shall be recorded into the current profits and losses.
Where funds are borrowed for a specific-purpose, the amount of interest to be capitalized is the actual
interest expense incurred on that borrowing for the period less any bank interest earned from
depositing the borrowed funds before being used on the asset or any investment income on the
temporary investment of those funds. Where funds are borrowed for a general-purpose, the amount of
interest to be capitalized on such borrowings is determined by applying a weighted average interest
rate to the weighted average of the excess amounts of accumulated expenditure on the asset over
and above the amounts of specific-purpose borrowings. During the capitalization period, exchange
differences related to a specific-purpose borrowing denominating in foreign currency are all capitalized.
Exchange differences in connection with general-purpose borrowings are recognized in profit or loss
in the period in which they are incurred.
Assets qualified for capitalization are the fixed assets, investment properties or inventories which need
a long time of construction or production activities before 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.
18、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
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intangible assets can be measured reliably, shall be recorded as cost of intangible assets. The
expenses other than this shall be booked in the profit or loss when they occur.
Land use rights that are purchased by the Group are accounted for as intangible assets. Buildings,
such as plants that are developed and constructed by the Group, and relevant land use rights and
buildings, are accounted for as intangible assets and fixed assets, respectively. Payments for the land
and buildings purchased are allocated between the land use rights and the buildings; if they cannot be
reasonably allocated all of the land use rights and buildings are accounted for as fixed assets.
When an intangible asset with a definite useful life is available for use, its original cost is amortized
over its estimated useful life using the straight-line method. An intangible asset with an indefinite
useful life is not amortized.
For an intangible asset with a definite useful life, the Group reviews the useful life and
amortization method at the end of the period, and makes adjustment when necessary. An additional
review is also carried out for useful life of the intangible assets with indefinite useful life. If there is
evidence showing the foreseeable limit period of economic benefits generated to the enterprise by the
intangible assets, then estimate its useful life and amortize according to the policy of intangible assets
with definite useful life.
（2）Research and Development expenditures
The expenditures of the internal research could be divided into two phrases: a research phrase and a
development phrase.
The expenditures happened during research phrase should be regarded as the current profit and
loss.In the research phase of an internal project, an entity cannot demonstrate that an intangible asset
exists that will generate probable future economic benefits. Therefore, this expenditure is recognised
as an expense when it is incurred.
An intangible asset arising from development (or from the development phase of an internal project)
shall be recognised if, and only if, an entity can demonstrate all of the following:
(a) the technical feasibility of completing the intangible asset so that it will be available for use or sale;
(b) its intention to complete the intangible asset and use or sell it;
(c) how the intangible asset will generate probable future economic benefits. Among other things, the
entity can demonstrate the existence of a market for the output of the intangible asset or the intangible
asset itself or, if it is to be used internally, the usefulness of the intangible asset;
(d) the availability of adequate technical, financial and other resources to complete the development
and to use or sell the intangible asset;
(e) its ability to measure reliably the expenditure attributable to the intangible asset during its
development.
（3）Methods of impairment assessment and determining the provision for impairment losses of
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intangible assets
Testing method for provision impairment of intangible assets and accrued method for provision
impairment please refer to Note Ⅳ.20 ―Long-term assets impairment‖.
19、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.
20、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 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
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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.
21.Employee benefits
Employee benefits payable shall be recognized as liabilities in the accounting periods during which
the employees provide services to the Group. They are all forms of consideration given by an entity in
exchange for service rendered by employees or for the termination of employment: short-term
employee, post-employment benefits and other long-term employee benefits.
Short-term employee benefits include items such as the following, if expected to be settled wholly
before twelve months after the end of the annual reporting period in which the employees render the
related services:
(a) wages, salaries and social security contributions;
(b) paid annual leave and paid sick leave;
(c) profit-sharing and bonuses; and
(d) non-monetary benefits (such as medical care, housing, cars and free or subsidised goods or
services) for current employees.
Post-employment benefits include items such as the following:
(a) retirement benefits (pensions and lump sum payments on retirement);
(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
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period (compensations for redundancy).
22.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 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)
23. 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.
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The group sales vehicles as the main transaction, so sales‘ revenue should be ascertained after
ensuring accept cash or the right to collect cash or cash equivalents.
（2）Revenue from services
When the outcome of a transaction involving the rendering of services can be estimated reliably at the
balance sheet date, revenue associated with the transaction is recognized using the percentage of
completion method, or otherwise, the revenue is recognized to the extent of costs incurred that are
expected to be recoverable. The stage of completion of a transaction for rendering services is
determined based on [survey of work performed / services performed to the date of as a percentage
of total services to be performed / the proportion that costs incurred to date bear to the estimated total
costs of the transaction]
The outcome of a transaction involving rendering of services can be estimated reliably when all of the
following conditions are satisfied:
1) the amount of revenue can be measured reliably;
2) it is probable that the associated economic benefits will flow to the Group;
3) the stage of completion of the transaction can be measured reliably;
4) the costs incurred and to be incurred for the transaction can be measured reliably.
If the outcome of a transaction involving rendering of services cannot be estimated reliably, the
revenue is recognized by the cost incurred and estimated compensation, and the actual cost is
booked into profit and loss. No revenue is recognized if the cost incurred cannot be recovered.
For contract or agreement entered between the Group and other enterprises with sales of goods and
rendering services, if part of goods selling and the part of rendering service can be separated and
measured individually, they are settled separately. If the part of goods selling and the part of rendering
service cannot be separated or they can be separated but cannot be measured individually, the parts
in the contract shall be treated as goods of selling.
（3）Revenue from royalty revenue
According to the contract or agreement, the revenue is recognized on an accrual 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.
24. Government Grants
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Government grants are transfer of monetary assets and non-monetary assets from the government to
the Group at no consideration, excluding the capital invested by the government as equity owner.
Government grant can be classified as grant related to the assets and grants related to the income.
If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount
received or receivable. If a government grant is in the form of a non-monetary asset, it is measured at
fair value. If the fair value cannot be reliably determined, it is measured at a nominal amount. A
government grant measured at a nominal amount is recognized immediately in profit or loss for the
period.
A government grant related to an asset is recognized as deferred income, and evenly amortized to
profit or loss over the useful life of the related asset. For a government grant related to income, if the
grant is a compensation for related expenses or losses to be incurred in subsequent period, the grant
is recognized as deferred income, and recognized in profit or loss over the periods in which the
related costs are recognized. If the grant is a compensation for related expenses or losses already
incurred, the grant is recognized immediately in profit or loss for the period.
For repayment of a government grant already recognized, if there is a related deferred income, the
repayment is offset against the carrying amount of the deferred income, and any excess is recognized
in profit or loss for the period. If there is no related deferred income, the repayment is recognized
immediately in profit or loss for the period.
25. 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
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Group is able to control the timing of reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
All deferred income tax liabilities arising from taxable temporary differences except the ones
mentioned above are recognized.
For temporary deductible differences associated with the initial recognition of an asset or liability
arising from a transaction (not a business combination) that affects neither the accounting profit nor
taxable profits (or deductible losses) at the time of transaction, no deferred tax asset is recognized.
For taxable temporary deductible differences associated with investments in subsidiaries and
associates, and interests in joint ventures, no deferred income tax asset related is recognized if it is
impossible to reversal the temporary difference in the foreseeable future, or it is not probable to obtain
taxable income which can be used for the deduction of the temporary difference in the future.
Except mentioned above, the Group recognizes other deferred income tax assets that can deduct
temporary differences to the extent that it is probable that taxable profits will be available against
which the deductible temporary differences can be utilized.
For the deductible losses and tax credit that can be carried forward, deferred tax assets for deductible
temporary differences are recognized to the extent that it is probable that taxable profits will be
available against which the deductible temporary 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.
26. Leases
(1) Operating Lease
①The Group as Lessee under Operating Lease
Lease payments under an operating lease are recognized by a lessee on a straight-line basis over the
lease term, and either included in the cost of the related asset or charged to profit or loss for the
current period. The contingent rents shall be recorded in the profit or loss of the period in which they
actually arise.
②The Group as Leaser under Operating Lease
Lease income from operating leases shall be recognized by the leaser in profit or loss on a
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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.
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.
27.Other accounting policies and accounting estimates
(1) Termination of business
Refers to the termination of the operation, to meet one of the following conditions have been part of
the company's disposal or classified as held for sale, and capable of operating in the preparation of
the financial statements separately: the part represents an independent business or a major business
area; the part is part of the proposed disposal plans for a major business independent or a major
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business area; the part is just to sell a subsidiary acquired.
(2) Repurchase of shares
The consideration and transaction costs paid in the share repurchase to reduce the shareholders'
equity, repurchase, transfer or cancellation of the shares of the company, does not recognize gains or
losses.
Transfer of stock, according to the actual amount of money received and the difference between the
carrying amount of the stock, included in the capital reserve, capital surplus is not reduced, the
reduction of surplus reserve and undistributed profits. The cancellation of treasury shares, according
to the face value of the stock and cancellation of shares less equity, according to the difference
between the carrying amount and the par value of treasury shares canceled, reducing capital surplus,
capital surplus is not enough to offset, offset the surplus reserve and undistributed profit.
(3)Asset Securitization
The company will be part of the assets ("trust") securities, assets trust to the special purpose entity,
the entity to investors is the priority of asset-backed securities, the company holding subprime
asset-backed securities, subprime assets in support of the priority of asset-backed securities principal
and interest payments before the end of may not transfer securities. The company's assets as service
providers, providing asset maintenance and daily management, asset disposal plan annual
formulation, formulation and implementation of asset disposal program, signed an agreement to
dispose of assets and asset services regularly compile reports and other services; at the same time
as the company liquidity support mechanism, the priority of asset-backed securities principal has not
been repaid in full supply flow support, to make up the difference between the interest or principal.
After the payment of the trust property trust taxes and related expenses, priority for payment of priority
asset-backed securities principal, all principal and interest payments remaining after the trust property
as subprime asset-backed securities gains, owned by the company. The company retains all the risks
and rewards of trust property, so not to confirm the termination of the trust property; at the same time,
the company has actual control of the special purpose entity, has to be included in the scope of
consolidated financial statements.
28. Changes in major accounting policies and accounting estimates
(1) Changes of accounting policies
①Changes of accounting policy resulting from the implementation of the new enterprise accounting
standards.
In 28 April, 2017, the Ministry of Finance issued the accounting standard for Enterprises No. 42 - non
current assets held for sale, disposal group and termination of operating, based on Accounting [2017]
No.13, which was implemented since 28 May, 2017. In 10 May, 2017, the Ministry ofFinance issued
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the accounting standards for Enterprises No.16 - government subsidy (2017 Revision), based on
accounting [2017] No.15, whichwas implemented since 12 June, 2017.The company began to
implement the aforementioned two accounting standards in 2, April 2018.
Before the implementation of " the accounting standards for Enterprises No. 16 - government subsidy
(2017 Revision)", government subsidies the company obtained were included in non-operating income;
the government grants related to assets recognized as deferred income, which wereamortized
averagely in the operational life of assets. After the implementation of " the accounting standards for
Enterprises No. 16 – governmentsubsidy (2017 Revision)", the government subsidies related to daily
activities took place after January 1, 2017 were included in other income, and the government
subsidies which were not related to daily activities were included in non-operating income.
In 25 December, 2017, the Ministry of finance issued the notice of the ministry of finance on revising
the form of general corporate financial statements, based on accounting [2017] No.30 revised and
issued, non-financial enterprise implementing the accounting standards should be inaccordance with
the accounting standards for enterprises and the requirements of this notice for the financial
statements of the year 2017 andfollowing years. In accordance with implementation of the notice of
the ministry of finance on revising the form of general corporate financialstatements, the original
presentation in the "non-operating income" and "non-operating expenses" of the disposal gains and
losses of non-currentassets and the exchange gains and losses of non-monetary assets, is changed
into ―Gains(losses) from disposal of assets".
The financial statements are prepared in accordance with the above standards and circular, and
impacts are as follows:
serial
The nature and the reasons of the changes in accounting policies The line items and amounts affected
number
1 The Company and its subsidiaries recorded the Net profit of continued Net profits of continued operation :
and discontinued operation in income statement. The comparatives as at Consolidated and The company are RMB
31 December 2016 were restated accordingly 65,781,568.71 and 53,881,590.77 espectively
during this year, RMB 27,617,932.54 and
36,134,460.59 respectively during last year.
The Company and its subsidiaries recorded the VAT return obtained and
Other income：Consolidated and The company
2 other government grants related to ordinary activities in 2017 in other
are RMB25,753.22 and 0 respectively。
income. The comparatives as at 31 December 2016 were not restated
The Company and its subsidiaries recorded the gains or losses on Gains(losses) from disposal of assets：
3 disposals of fixed assets occurred in 2017, in loss on disposals of assets. consolidated and The company are RMB
The comparatives as at 31 December 2016 were restated 374,583.14 and 0 respectively during this year，
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
serial
The nature and the reasons of the changes in accounting policies The line items and amounts affected
number
1 The Company and its subsidiaries recorded the Net profit of continued Net profits of continued operation :
and discontinued operation in income statement. The comparatives as at Consolidated and The company are RMB
31 December 2016 were restated accordingly 65,781,568.71 and 53,881,590.77 espectively
during this year, RMB 27,617,932.54 and
36,134,460.59 respectively during last year.
accordingly RMB 68,314.27 and 0 respectively during last
year。
Non-operating income：adjusted consolidated
and The company RMB -68,314.27 and 0
respectively during last year。
(2)Changes of accounting estimates
There were no changes of main accounting estimations during this period.
29. 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
management‘s 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）Classification of lease
The Company classifies leases as operating lease and financing lease according to the rule stipulated
in the Accounting Standard for Business Enterprises No. 21--Leasing. The management shall make
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
analysis and judgment on whether the risks and rewards related to the title of leased assets has been
transferred to the leaser, or whether the Company has substantially held the risks and rewards related
to the ownership of leased assets.
（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 receivable‘s
possibility of collection. The difference between the actual result and the original estimation would
influence the accounts receivable‘s 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.
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The net value of fair value less the cost of disposal, is referred to the agreed sale price of similar
assets under fair trade or the observable market price, less the incremental cost directly related with
the disposal of the assets.
The Group need to make significant judgment to the output of assets (or assets group), sale price,
relevant operating cost and the discounted rate when estimating the present value of future cash
flows. The Group will make use of any relevant material available when estimating the recoverable
amount , including the prediction of the output, sale price and relevant operating cost according to
reasonable and supportable assumptions.
The Group will test the goodwill for impairment at least once a year, which requires to estimate the
present value of the future cash flows of the assets and assets group allocated with the goodwill .
When estimating the present value to the future cash flow, the Group need to estimate the cash flows
generating from the assets and assets group, and choose the applicable discount rate to determine
the present value.
（6）Depreciation and amortization
The Group use the straight-line method to depreciate and amortize the investment real estate, fixed
assets and intangible assets within the useful life after taking into the consideration of the residual
value. By the way, the amount of depreciation and amortization during the report period are
determined. The useful life is determined 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.
（9）Accrued liabilities
According to the terms of the contract, the existing knowledge and historical experience, the product
quality assurance, expected loss of contract, liquidated damages, such as the delay in the estimation
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
and preparation of the corresponding provision. In such contingencies has formed a present obligation,
and fulfill the obligations are likely to result in an outflow of economic benefits from the company, the
company or the best estimate there are items according to the performance of the current obligation
expenditure required confirmation of expected liabilities. The recognition and measurement of the
estimated liabilities are largely dependent on management's judgment. In the course of the judgment,
the company shall assess the risks, uncertainties, and the time value of the currency.
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,
Jewellery,automobile and parts sales, auto repair and electric charges pay 17%, 6%,
Value added tax (―VAT‖)
VAT on 17% rate, property management fee pay VAT on 6% rate. Tax base 5%, 3%
is difference between out put tax and deductible input tax.
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 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, 2017, the Closing refers to the December 31,
2017.
1、 Monetary assets
Items Closing balance Opening balance
Cash on hand 119,576.83 96,167.91
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Items Closing balance Opening balance
Cash in bank 161,673,641.73 218,401,472.19
Total 161,793,218.56 218,497,640.10
Up to December 31st, 2017, the Company buy 6 months structural deposits in China Everbright Bank
worth RMB 20,000,000.00,which the ownership is limited. The opening balance of the similar
structural depositsworth RMB 40,000,000.00.
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
65,959,038.60 70.59 22,936,980.76 34.77 43,022,057.84
is of individually significant
The aging analysis of the receivables that are
1,193,178.84 1.28 1,193,178.84
grouped and impaired
Accounts receivable of which provision for bad debts
26,282,070.64 28.13 26,282,070.64 100.00
is of individually insignificant
Total 93,434,288.08 100.00 49,219,051.40 52.68 44,215,236.68
（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 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
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
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 2,370,760.40 2,370,760.40 100.00 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
Jewellery sales on credit,within
Yueliang Xiao etc. 43,456,624.08 434,566.24 1.00
credit period
65,959,038.60 22,936,980.76
Total amount 34.77
② Bad debt provision by aging
Closing balance
Aging
Carrying amount Bad debt provision Ratio（%）
Within 1 year 1,193,178.84
Total 1,193,178.84
(2)Recognisation, recovery or reversal of provision for bad debts in 2017
The amount of provision for bad debts recognised during the year is RMB434,566.24 The amount of
provision for bad debtsduring the year is recovered or reversed RMB10,000.00.
(3) Top 5 entities with the largest balances of accounts receivable
Proportion of the amount to
Name of entities Relationship with the Group Amount Age
the total AR (%)
Shenzhen Jinlu Trading Co.,Ltd. Un-related party 9,846,607.00 Over 3year 10.54
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Guangdong Zhanjiang Sanxing
Un-related party 4,060,329.44 Over 3year 4.35
Antomobile Co.,Ltd
Yueliang Xiao Un-related party 3,204,349.99 Within 1 year 3.43
Tingyun Wei Un-related party 3,135,293.97 Within 1 year 3.35
Xiaoli Zhou Un-related party 3,047,620.40 Within 1 year 3.26
Total 23,294,200.80 24.93
(4) Accountreceivables from which the financial instruments had been transferred
There is no situation happened in 2017 under this condition.
(5) The value of transferred accounts receivables changed into asset or liabilities
There is no situation happened in 2017under this condition.
3、Prepayments
(1) Aging analysis
Closing balance Opening balance
Aging
Amount (%) Amount (%)
Within 1 year 3,717,452.76 99.46 8,259,644.18 97.90
1-2 years 68,400.90 0.81
2-3 years 20,253.94 0.54
Over 3 years 108,623.27 1.29
Total 3,737,706.70 100.00 8,436,668.35 100.00
(2) Top 5 entities with the largest balances of prepayments
The total amount of top five prepayments as at the end of current year is RMB 3,710,340.76,
accounting for 99.27 % of the total advance to suppliers.
4、Interest receivable
(1) Interest receivable by categories
Category Closing balance Opening balance
Structural deposits 221,232.88 172,055.56
Total 221,232.88 172,055.56
5、 Dividends receivable
（1）Dividends receivable
Items (or investees) Closing balance Opening balance
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
China Pufa Machinery Industrial Co.,Ltd. 547,184.35
Shenzhen Tefa Tellus Property Management Co., Ltd. 232,683.74
Total 779,868.09
6、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
39,192,975.09 57.37 39,192,975.09 100.00
of individually significant
The aging analysis of the other receivables that are
18,393,888.57 26.92 3,574,724.46 19.43 14,819,164.11
grouped and impaired
Other receivables of which provision for bad debts is
10,735,208.95 15.71 10,735,208.95 100.00
of individually insignificant
Total 68,322,072.61 100.00 53,502,908.50 78.31 14,819,164.11
(Continued)
Opening 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
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
① The significantindividuals in the end of year
Closing balance
Name of companies Bad debt
Carrying amount Ratio % Reason
provision
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
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
It is unexpected to collect since the
Shenzhen Nanfang Industry and Trade Co.,Ltd. 7,359,060.75 7,359,060.75 100.00
company has gone
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 1,904,156.18 1,904,156.18 100.00 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 3,809,322.99 3,809,322.99 100.00 It is too long to collect
Total 39,192,975.09 39,192,975.09 100.00
②Other receivables by aging balance
Closing balance
Aging
Carrying amount Bad debt provision Ratio(%)
Within 1 year 10,882,158.43
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Closing balance
Aging
Carrying amount Bad debt provision Ratio(%)
1-2 years 222,322.41 11,116.13 5.00
2-3 years 270,318.45 54,063.69 20.00
Over 3 years 7,019,089.28 3,509,544.64 50.00
Total 18,393,888.57 3,574,724.46 19.43
(2) Recognisation, recovery or reversal of provision for bad debts in 2017
The amount of provision for bad debts recognised during this year is RMB57,112.20. The amount of
recovered or reversed provision for bad debts during this year is RMB207,042.37.
(3) The classification of other receivables
Category Carrying amount of closing balance Opening balance
Related-party 5,043,179.46 4,960,425.05
Others 63,278,893.15 65,342,108.07
Total 68,322,072.61 70,302,533.12
(4) At 31 December 2017, the top five debtors of other receivable balance:
Bad-debt
Name of companies the nature of payment Closing balance Age Ratio(%)
closing balance
Zhongqi Huanan Automobile Sales
intercourse funds 9,832,956.37 Over 3 years 14.39 9,832,956.37
Co.,Ltd.
Chow tai fook jewellery (shenzhen) co.
intercourse funds 8,836,981.36 Within 1 year 12.93
LTD.
Shenzhen Nanfang Industry and Trade
intercourse funds 7,359,060.75 Over 3 years 10.77 7,359,060.75
Co.,Ltd.
Shenzhen Zhonghao (Group) Co.,Ltd. intercourse funds 5,000,000.00 Over 3 years 7.32 5,000,000.00
Shenzhen Kaifeng Automobile Co., Ltd. intercourse funds 4,413,728.50 Over 3 years 6.46 2,206,864.25
Total 35,442,726.98 51.87 24,398,881.37
7、Inventory
(1) Categories of inventory
Items Closing balance
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Carrying amount Provision for inventories Net carrying amount
Raw materials 15,289,604.77 14,771,812.17 517,792.60
Low value consumables
Finished products 26,225,810.26 14,097,375.64 12,128,434.62
Total 41,515,415.03 28,869,187.81 12,646,227.22
（continued）
Opening 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
Total 40,674,568.27 29,635,652.58 11,038,915.69
(2) Provision for decline in value of inventories
Increased in 2017 Decreased in 2017
Items Opening balance Closing balance
Withdraw Others Written-off Others
Raw materials 14,771,812.17 14,771,812.17
Finished products 14,863,840.41 88,597.87 855,062.64 14,097,375.64
Total 29,635,652.58 88,597.87 855,062.64 28,869,187.81
(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
8、Other current assets
Items Closing balance Opening balance
Deductible input tax 1,082,250.70 123,901.32
Financial products 218,500,000.00 90,000,000.00
Total 219,582,250.70 90,123,901.32
9、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 2017 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
18,302,857.20 8,126,240.00 10,176,617.20 18,605,225.77 8,126,240.00 10,478,985.77
investments
Include ： Measured by
faie value
Measured by cost value 18,302,857.20 8,126,240.00 10,176,617.20 18,605,225.77 8,126,240.00 10,478,985.77
Total 18,302,857.20 8,126,240.00 10,176,617.20 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 2017 年年度报告全文
(2) Closing balance of available-for-sale financial assets
Carrying amount Provision for impairment
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 100 thousand
700,000.00 700,000.00 700,000.00 700,000.00
(Group) Co., Ltd. shares
Shenzhen Shuntian Vehicle
600,000.00 600,000.00 600,000.00 600,000.00 11.10
Technology Co.,Ltd.
Shenzhen Jinhe Mould Co.,Ltd 453,440.00 453,440.00 453,440.00 453,440.00 15.00
Shenzhen Zhongqi Training Center 600,000.00 600,000.00 600,000.00 600,000.00 6.25
Minilong 162,000.00 162,000.00 162,000.00 162,000.00 6.25
Shenzhen Bisik Transportation
302,368.57 302,368.57 7.50
Industrial Co., Ltd
Rishen International Co.,Ltd 145,800.00 145,800.00 145,800.00 145,800.00 7.50
Total 18,605,225.77 302,368.57 18,302,857.20 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 2017 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 2017
including：from comprehensive profits
Decreased in 2017
including：fair value of return back
Closing balance 8,126,240.00 8,126,240.00
10、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
11、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
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
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 2017 Dec. 31 st, the
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
liabilities exceeds its assets and the owner‘s equity is negative. 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.
12、Long-term equity investments
Change in 2017
Investment Adjustment of
Investee Opening balance Increasi-ng Decreas-ing
income under comprehensiv-e Other changes
investment investment
equity-method profits
Ⅰ、Cooperative enterprise
Shenzhen Tellus Jimeng
57,180,913.33 -936,636.49
Investment Co.,Ltd.
Shenzhen Tellus Xing
10,583,444.88 279,948.88
Investment Co.,Ltd.
Total 67,764,358.21 -656,687.61
Ⅱ、Joint venture
Shenzhen Xing Long
Mechanical Models Co.,Ltd. 15,878,254.74 67,600,000.00 281,075.09 1,033,669.00
*Note
Shenzhen Tellus Automobile
Services Chain Co.,Ltd.
Shenzhen Ren fu Tellus
75,715,480.75 17,499,035.75
Automobiles Services Co.,Ltd.
Shenzhen Automobile
Industrial Import and Export 8,427,067.20 -286,593.36
Co.,Ltd
Shenzhen Dongfeng
35,476,407.97 4,452,019.54
Automobile Co., Ltd.
Shenzhen Xinyongtong
368,948.94 11,712.93
Tenology Co.,Ltd
Shenzhen Xinyongtong Pump
127,836.59
and Environmental Protection
145
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Change in 2017
Investment Adjustment of
Investee Opening balance Increasi-ng Decreas-ing
income under comprehensiv-e Other changes
investment investment
equity-method profits
Co.,Ltd
Shenzhen Xinyongtong
41,556.83
Consulting Service Co.,Ltd.
Shenzhen Xinyongtong
2,790.25 -2,790.25
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 Sales Co.,Ltd. 2,250,000.00
*Note①
Shenzhen Bailiyuan Power
1,320,000.00
Co.,Ltd.*Note①
146
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Change in 2017
Investment Adjustment of
Investee Opening balance Increasi-ng Decreas-ing
income under comprehensiv-e Other changes
investment investment
equity-method profits
Shenzhen Yiming Automobile
200,001.10
Trading Co.,Ltd. *Note①
Total 150,513,355.89 67,600,000.00 21,954,459.70 1,033,669.00
Ⅲ、Others
Shenzhen Hanli Hi-technology
1,956,000.00
Ceramics Co.,Ltd.*Note *②
Nanfang Automobile Repairing
6,700,000.00
Center *Note *②
Total 8,656,000.00
Total 226,933,714.10 67,600,000.00 21,297,772.09 1,033,669.00
（continued）
Change in 2017 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. 56,244,276.84
Shenzhen Tellus Xing Investment Co.,Ltd. 10,863,393.76
Total 67,107,670.60
Ⅱ、Joint venture
Shenzhen Xing Long Mechanical Models
84,792,998.83
Co.,Ltd. *Note
Shenzhen Tellus Automobile Services Chain
Co.,Ltd.
Shenzhen Ren fu Tellus Automobiles Services
9,100,000.00 84,114,516.50
Co.,Ltd.
Shenzhen Automobile Industrial Import and 8,140,473.84
147
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Change in 2017 Closing balance
Investee Declaration of cash Bad debt Closing balance for bad debt
Others
dividends or profits provision provision
Export Co.,Ltd
Shenzhen Dongfeng Automobile Co., Ltd. 39,928,427.51
Shenzhen Xinyongtong Tenology Co.,Ltd 380,661.87
Shenzhen Xinyongtong Pump and Environmental
127,836.59 127,836.59
Protection Co.,Ltd
Shenzhen Xinyongtong Consulting Service
41,556.83 41,556.83
Co.,Ltd.
Shenzhen Xinyongtong Automobile Service
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
148
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Change in 2017 Closing balance
Investee Declaration of cash Bad debt Closing balance for bad debt
Others
dividends or profits provision provision
Total 9,100,000.00 232,001,484.59 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
Total 9,100,000.00 307,765,155.19 23,300,406.04
Note：*①Companies have been withdrawn, so we have recognised100% provision for the bad-debt.
*② Other details will be founded in Note VIII-1.
13、Investment properties
(1) Investment properties measured at cost
Items House, Building Total
I. Original book value
1、Opening balance 160,870,656.51 160,870,656.51
2、Increased at this period 446,468.61 446,468.61
（1）Land premium 446,468.61 446,468.61
3、Decreased at this period
（1）Disposal
4、Closing balance 161,317,125.12 161,317,125.12
II、Total accumulated depreciation and accumulated amortization
1、Opening balance 83,268,407.98 83,268,407.98
2、Increased at this period 4,825,204.93 4,825,204.93
（1）Provisionor amortization 4,825,204.93 4,825,204.93
3、Decreased at this period
（1）Disposal
4、Closing balance 88,093,612.91 88,093,612.91
III. Impairment allowance
149
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Items House, Building Total
IV.Book value
1、Closing book value 73,223,512.21 73,223,512.21
2、Book value at year beginning 77,602,248.53 77,602,248.53
(2) There are no real estate investment of ownership or use-right restriction.
(3)There are no real estate investment buildings without property certicificate up to December
31st,2017.
150
深圳市特力(集团)股份有限公司 2017 年年度报告全文
14、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 271,459,922.00 17,638,367.72 6,214,055.64 12,659,097.05 4,757,968.36 3,056,469.95 315,785,880.72
2、Increased at this period 135,503.05 381,449.56 189,178.68 21,771.21 727,902.50
（1）Purchase 135,503.05 381,449.56 189,178.68 21,771.21 727,902.50
3、Decreased at this period 446,468.61 640,163.70 1,052,296.79 2,054,476.86 637,694.62 358,757.96 5,189,858.54
（1）Disposal or scrap 446,468.61 640,163.70 1,052,296.79 2,054,476.86 637,694.62 358,757.96 5,189,858.54
4、Closing balance 271,013,453.39 17,133,707.07 5,543,208.41 10,793,798.87 4,142,044.95 2,697,711.99 311,323,924.68
II. Accumulated depreciation
1、Opening 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
2、Increased at this period 7,141,895.61 295,312.62 364,585.99 561,064.56 120,257.33 8,483,116.11
（1）Provision 7,141,895.61 295,312.62 364,585.99 561,064.56 120,257.33 8,483,116.11
3、Decreased at this period 322,215.25 344,476.51 855,907.85 1,567,275.99 567,025.27 358,757.96 4,015,658.83
（1）Disposal or scrap 322,215.25 344,476.51 855,907.85 1,567,275.99 567,025.27 358,757.96 4,015,658.83
4、Closing balance 153,917,272.35 13,084,301.89 3,946,918.48 8,687,439.96 3,491,998.99 2,416,329.26 185,544,260.93
151
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Transportation Office equipment and Self-owned housing
Items House and buildings Machinery equipment Electronic equipment Total
equipment others decoration
III. Impairment allowance
1、Opening balance 3,555,385.70 1,552,359.79 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 113,540,795.34 2,497,045.39 1,590,124.93 2,088,374.20 580,482.98 120,296,822.84
2、Opening 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
152
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Note：Current depreciation is RMB8,483,116.11.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 1,160,674.74 Reason left over by history
Hostel at North Remin Road 5,902.41 Reason left over by history
Songquan apartment（Mix） 34,504.34 Reason left over by history
Tellus building underground park 10,531,724.84 Unable to handle real estate license
Tellus building conversion layer 1,874,303.72 Unable to handle real estate license
Warehouse of trading department 93,123.97 Reason left over by history
Warehouse 971,438.53 Reason left over by history
The 1st, 2nd, 3rd factory building, 3 to 5 layers 4,290,406.96 Reason left over by history
Yongtong building 39,621,850.15 Reason left over by history
The 16th apartment house, Taohua Yuan 1,742,338.80 Reason left over by history
Automobile building 18,363,494.29 Reason left over by history
Floor 1 of business housing, Baoan 1,089,781.89 Reason left over by history
Zhonghe building 5,336,321.37 Reason left over by history
Total 85,115,866.01
(4) There areno fixed assets with restricted ownership .
15、Construction in progress
(1) List of Construction in Progress
Closing balance Opening balance
Items Provision for Provision for
Book balance Book value Book balance Book value
devaluation devaluation
ShuibeiJewelry industrial
5,554,512.79 5,554,512.79
park
Shuibei Jewelry Building 372,606,383.90 372,606,383.90 343,365,313.46 343,365,313.46
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Closing balance Opening balance
Items Provision for Provision for
Book balance Book value Book balance Book value
devaluation devaluation
Total 378,160,896.69 378,160,896.69 343,365,313.46 343,365,313.46
(2) Changes of significant construction in progress
Increase atthis Transferred to Other
Name Budget Opening balance Closing balance
period fixed assets decrease
433.62 343,365,313.46 29,241,070.44 372,606,383.90
Shuibei Jewelry Building
million
Total 343,365,313.46 29,241,070.44 372,606,383.90
（continued）
Including：Current
Rate of
Proportion Capitalizationof amount of
Name Progress capitalization of Source of funds
(%) interest capitalization of
interest（%）
interest
Capital funds\
Shuibei Jewelry Building 85.93 85.93 16,522,840.38 1,415,874.08 0.36
Raising funds
Total 85.93 85.93 16,522,840.38 1,415,874.08 0.36
(3) Provision for devaluation for current year.
There is no provision for devaluation for construction in progress at the end of December 31 st, 2017.
16、Intangible assets
(1) List of intangible assets
Items Land use right Trademarks Software Total
1. Original book value
1、Opening balance 56,252,774.80 95,800.00 1,070,185.00 57,418,759.80
2、Increased at this period
（1）Purchase
3、Decreased at thisperiod
（1）Disposal
154
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Items Land use right Trademarks Software Total
4、Closing balance 56,252,774.80 95,800.00 1,070,185.00 57,418,759.80
II. Accumulated amortization
1、Opening balance 3,052,194.81 68,924.87 558,521.40 3,679,641.08
2、Increased at this period 1,219,014.84 6,379.96 164,037.00 1,389,431.80
(1)Provision 1,219,014.84 6,379.96 164,037.00 1,389,431.80
3、Decreased at this period
（1）Disposal
4、Closing balance 4,271,209.65 75,304.83 722,558.40 5,069,072.88
III.Impairment allowance
IV.Book value
1. Closing book value 51,981,565.15 20,495.17 347,626.60 52,349,686.92
2. Opening book value 53,200,579.99 26,875.13 511,663.60 53,739,118.72
Note：The current year amortization is RMB1,389,431.80.
(2) The intangible assets with restricted ownership
Details of the intangible assets with restricted ownership refer to Note VI-50.
(3) The Company had no Intangible assets with uncertain service life at the end of this period.
17、Long-term deferred expenses
Increase in this Amortized Other
Items Opening balance Closing balance
period expenses decrease
Renovation costs 1,437,761.31 1,793,003.00 706,077.49 744,972.88 1,779,713.94
Total 1,437,761.31 1,793,003.00 706,077.49 744,972.88 1,779,713.94
18、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 19,628,342.90 78,576,678.56 19,644,169.65
Equity investment variance 14,844,139.31 3,711,034.83 14,844,139.31 3,711,034.83
Unrealized Profit on Transactions with 4,218,604.72 1,054,651.18 4,374,373.52 1,093,593.38
155
深圳市特力(集团)股份有限公司 2017 年年度报告全文
associate Companies
Total 97,576,115.59 24,394,028.91 97,795,191.39 24,448,797.86
(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
Total 930,844.24 232,711.06
(3) Details of the un-recognized deferred income tax assets
Items Closing balance Opening balance
Deductible temporary difference 92,186,466.78 92,678,295.48
Deductible loss 34,548,078.47 39,164,563.93
Total 126,734,545.25 131,842,859.41
(4) Deductible losses of the un-recognized deferred income tax asset will expire in the following years
Year Closing balance Opening balance Remark
2017 5,875,485.17
2018 14,595,474.27 15,020,960.85
2019 14,499,089.58 14,499,089.58
2020 505,862.23 507,700.61
2021 1,842,637.49 3,261,327.72
2022 3,105,014.90
Total 34,548,078.47 39,164,563.93
19、Other non-current assets
Items Closing balance Opening balance
Prepayment for construction 573,661.62
Others 100,000.00 100,000.00
Total 673,661.62 100,000.00
20、Provision for asset impairment
156
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Decreased
Items Opening balance Increased Closing balance
Reversal Resell
I.Bad debt provision 104,689,834.51 491,678.44 217,042.37 63,307.00 104,901,163.58
II. Provision for impairment of held-to-maturity 20,000.00 20,000.00
investments
III.Provision for decline in value of inventories 29,635,652.58 88,597.87 855,062.64 28,869,187.81
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 171,254,974.04 580,276.31 217,042.37 918,369.64 170,699,838.34
21、Short-term loan
(1) Categories of short-term loans
Items Closing balance Opening balance
Fiduciary loan 120,000,000.00 50,000,000.00
Total 120,000,000.00 50,000,000.00
(2) There is no overdue short-term loans at the end of this period.
22、Accounts payable
(1) Accounts payable
Items Closing balance Opening balance
Accounts payable 28,032,708.69 23,599,227.33
Total 28,032,708.69 23,599,227.33
(2) Significant accounts payable which aged over one year
Items Closing balance The reason for not repaid or carried forward
Shenzhen Tefa Real Estate Co.,Ltd. 6,054,855.46 Not repaid by related company
Total 6,054,855.46
23、Advances from customers
157
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Aging Closing balance Opening balance
Within 1 year 10,035,943.26 10,872,120.44
1 to 2 years 2,699,525.20 345,811.38
2 to 3 years 345,811.38
Over 3 years 708,739.63 712,561.20
Total 13,790,019.47 11,930,493.02
Note：Advances from customers aging over 3 years were not carried forward, mainly caused by the subsidiary
(Shenzhen Xinyongtong Automobile Inspection Equipment Co.,Ltd.). The subsidiary‘s customers have not
accepted the installation and debugging of the equipments yet.
24、 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 employee benifits 25,209,472.43 51,206,336.49 54,973,562.35 21,442,246.57
II. Post-employment benefit-defined
1,935,158.75 7,458,833.59 7,665,084.38 1,728,907.96
benefit plans
III. Termination benefits 612,543.50 612,543.50
IV. Other longterm employee benefits with
one year
Total 27,144,631.18 59,277,713.58 63,251,190.23 23,171,154.53
(2) Details of short-term employee benifits
Items Opening balance Increase in this period Decrease in this period Closing balance
I. Salary, bonus, allowance and subsidies 22,876,175.76 42,930,714.46 46,581,199.35 19,225,690.87
II. Employee welfare 1,033,926.39 1,033,926.39
III.Social insurance premium 8,030.90 2,488,658.19 2,486,323.27 10,365.82
Including:medical insurance premium 7,002.85 2,193,546.57 2,191,369.68 9,179.74
Industries insurance premium 456.99 130,269.22 130,212.49 513.72
158
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Items Opening balance Increase in this period Decrease in this period Closing balance
Maternity insurance premium 571.06 164,842.40 164,741.10 672.36
V. Housing fund 2,094,682.39 3,478,351.68 3,537,753.46 2,035,280.61
VI. Union expenses and employee education
230,583.38 1,274,685.77 1,334,359.88 170,909.27
expenditure
VI. Short-term paid absence
VII. Short-term profit share plan
VIII.Others
Total 25,209,472.43 51,206,336.49 54,973,562.35 21,442,246.57
(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 143,967.68 5,917,994.03 5,928,800.09 133,161.62
II. Unemployment insurance premium 1,133.94 120,034.58 119,899.80 1,268.72
III. Company annuity payment 1,790,057.13 1,420,804.98 1,616,384.49 1,594,477.62
Total 1,935,158.75 7,458,833.59 7,665,084.38 1,728,907.96
25、Taxes payable
Items Closing balance Opening balance
VAT 502,040.39 979,259.98
Enterprise income tax 2,319,674.83 1,951,517.14
Individual income tax 286,741.01 260,584.17
Urban construction and maintenance tax 155,053.76 179,827.99
Property tax 897,951.76 864,954.73
Land VAT 5,362,682.64 5,362,682.64
Land tax 123,484.44 241,516.81
Education surcharge 152,004.54 168,983.23
Stamp tax 62,434.50 72,351.91
Others 65,504.40
Total 9,927,572.27 10,081,678.60
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
26、Interest payable
Items Closing balance Opening balance
Interest on short-term borrowings 165,604.16 66,458.33
Interest payable on maturity debt due to maturity 63,890.56 11,368.00
Total 229,494.72 77,826.33
27、Other payables
(1) Other payables by categories
Items Closing balance Opening balance
Related parties transactions and loan、interest 58,367,438.13 56,774,469.90
Deposit、security bond 16,365,292.81 16,252,470.66
Others 78,367,179.55 53,018,913.98
Total 153,099,910.49 126,045,854.54
(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. 50,539,955.05 There are no expire date setted by the holding company
Total 50,539,955.05
28、Long-term borrowings
Items Closing balance Opening balance
Mortgaged loan 38,600,000.00 12,000,000.00
Total 38,600,000.00 12,000,000.00
29、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
Total 3,920,160.36 3,920,160.36
30、Accrued liabilities
160
深圳市特力(集团)股份有限公司 2017 年年度报告全文
Items Closing balance Opening balance
Pending actions 1,192,618.90
Total 1,192,618.90
31、Other non-current liabilities
Items Closing balance Opening balance
Deferred income * 14,520,000.00 14,239,537.48
Total 14,520,000.00 14,239,537.48
Note*：Deferred income of the Company is rent received in advance of Shuibei Jewelry Building, which is
subsequently measured at amortized cost using the effective interest method.
32、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
6,000,000 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
77,000,000 77,000,000
shares
Ⅱ、Tradable shares
1. Ordinary shares 193,881,600 193,881,600
161
深圳市特力(集团)股份有限公司 2017 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
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 220,281,600 220,281,600
Ⅲ、Total shares 297,281,600 297,281,600
33、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 1,033,669.00 5,681,501.16
Total 564,192,605.51 1,033,669.00 565,226,274.51
34、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
35、Undistributed profit
Items Current period Previous period
Before adjustment: Undistributed profits at the end of prior year 30,935,823.12 3,742,260.49
Adjustment: Total undistributed profits at beginning of year (Increase +, decrease -)
After adjustment: Undistributed profits at beginning of year 30,935,823.12 3,742,260.49
Add: Net profit attributable to shareholders of the parent 66,862,772.68 27,193,562.63
Less: Appropriation to statutory surplus reserve
Appropriation to discretionary surplus reserve
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Items Current period Previous period
Appropriation to common risk provision
Common stock dividend payable
Common stock dividends converted to shares
Retained profits at the period end 97,798,595.80 30,935,823.12
36、Operating Revenues and Operating Costs
Current period Previous period
Items
Revenue Cost Revenue Cost
Principal operating activities 339,883,476.08 251,553,114.95 316,404,722.99 226,210,269.82
Other operating activities 7,353,813.72 2,701,845.70 7,836,118.91 2,832,579.81
Total 347,237,289.80 254,254,960.65 324,240,841.90 229,042,849.63
37、Taxes and surcharges
Items Amount of current period Amount of previous period
Business tax 1,657,980.71
City construction and maintenance tax 729,864.63 825,698.86
Education surcharges 510,822.53 577,748.71
Land tax 497,236.36 474,491.90
Property tax 1,488,204.94 5,098,228.48
Stamp tax 208,932.59 135,589.11
Others 203,393.32 2,310.00
Total 3,638,454.37 8,772,047.77
38、Selling and distribution expenses
Items Current period Previous period
Employment benefits 10,546,913.38 11,089,565.59
Advertisement 1,147,158.13 434,329.39
Depreciation 968,936.09 826,067.67
Office expenses 826,075.39 985,403.14
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Items Current period Previous period
Water and electricity fee 444,640.83 522,463.42
Travel expenses 300,686.39 558,536.32
Others 2,255,969.50 2,240,308.96
Total 16,490,379.71 16,656,674.49
39、Administration expenses
Items Current period Previous period
Staff cost 25,843,768.29 29,870,747.79
Taxes and fees 932,933.04
Office expenses 2,273,112.45 2,677,198.76
Travel expenses 1,163,867.36 1,832,190.40
Entertainment expenses 776,245.62 811,691.39
Depreciation and amortization 1,828,593.64 1,705,301.77
Consultation and service fee 2,063,764.41 1,792,048.80
Others 2,785,931.82 2,824,639.54
Total 36,735,283.59 42,446,751.49
40、Financial expenses
Items Current period Previous period
Interest expenses 5,605,718.38 4,344,016.18
Less: Interest income 2,776,945.85 4,342,149.21
Less: Interest capitalized 1,415,874.08 981,549.44
Exchange difference -170,406.06 153,927.41
Others 277,676.47 319,794.09
Total 1,520,168.86 -505,960.97
41、Loss of assets impairment
Items Current period Previous period
Loss of bad debts 274,636.07 347,483.42
Loss of inventory valuation 88,597.87 779,409.79
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Items Current period Previous period
Total 363,233.94 1,126,893.21
42、Investment income
Items Current period Previous period
Investment income from long-term equity investments under the cost method 547,184.35
Investment income from long-term equity investments under the equity method 21,297,772.09 1,182,675.73
Investment income from disposal of long-term equity investments 5,279,153.36
Investment income from holding financial products 6,606,218.86 3,916,317.84
Investment income from available-for-sale financial assets -130,468.57
Total 33,599,860.09 5,098,993.57
43、Gains(losses)from disposal of assets
Items Current period Previous period Non-recurring gain or loss
Gain on disposal of fixed assets 374,583.14 68,314.27 374,583.14
Total 374,583.14 68,314.27 374,583.14
44、Other income
Items Current period Previous period Non-recurring gain or loss
Maternity allowance 25,753.22 25,753.22
Total 25,753.22 25,753.22
45、Non-operating income
Items Current period Previous period Non-recurring gain or loss
Gain from writing off the unnecessary payment 232,077.95 232,077.95
Others 493,440.12 32,237.30 493,440.12
Total 725,518.07 32,237.30 725,518.07
46、Non-operation expenses
Items Current period Previous period Non-recurring gain or loss
Loss on scrap of non-current assets 29,444.35 120,004.34 29,444.35
Others 5,675.96 1,295,796.73 5,675.96
Total 35,120.31 1,415,801.07 35,120.31
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
47、Income tax expenses
(1) Income tax expenses
Items Amount of current period Amount of previous period
Current income tax 3,687,877.38 3,145,622.73
Deferred income tax -193,768.86 -205,728.61
Adjustment of previous income tax -350,274.34 -72,496.31
Total 3,143,834.18 2,867,397.81
(2) Reconciliation of income tax expenses to the accounting profit is as follows
Items Amount of current period
Profit before tax 68,925,402.89
Income tax calculated at applicable tax rates 17,231,350.72
Impact of various tax rates applicable to subsidiaries 48.53
Adjusted income tax of prior year -350,207.55
Impact of non-taxable income
Impact of non-deductible cost, expense and loss -6,799,224.18
Impact of deductible losses deferred income tax assets unconfirmed in the previous use period -737,861.74
Impact of the deductible temporary differences or deductible loss of unconfirmed deferred tax assets of -6,200,271.59
this year.
Changes of the deferred tax assets/liability caused by the adjustment of tax rate
Income taxes 3,143,834.18
48、Notes to items in the cash flow statements
(1) Cash receipts related to other operating activities
Items Current period Previous period
Intercourse funds 6,641,288.62 7,814,292.31
Interest income 2,776,945.85 4,342,149.21
Total 9,418,234.47 12,156,441.52
(2) Cash paid relating to other operating activities
Items Current period Previous period
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Items Current period Previous period
Cash paid to general and administrative expenses 27,207,903.46 26,369,109.90
Intercourse funds and others 23,901,361.04 7,432,759.18
Total 51,109,264.50 33,801,869.08
(3) Cash received relating to other investing activities
Items Current period Previous period
Receipt of equity transfer deposit 40,000,000.00
Total 40,000,000.00
49、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 65,781,568.71 27,617,932.54
Add: Impairment loss provision of assets 363,233.94 1,126,893.21
Depreciation of fixed assets, oil and gas assets and consumable biological
12,873,230.19 13,139,540.29
assets
Amortization of intangible assets 273,988.12 231,561.97
Amortization of Long-term deferred expenses 706,077.49 585,928.04
Loss on disposal of fixed assets, intangible assets and other long-term
-374,583.14 51,690.07
deferred assets (gain as in "-")
Loss on scrap of fixed assets (gain as in "-") 29,444.35
Loss on fair value changes (gain as in "-")
Financial cost (gain as in "-") 4,151,985.16 3,516,394.15
Loss on investment (gain as in "-") -33,599,860.09 -5,098,993.57
Decreased in deferred income tax assets (increase as in "-") 38,942.20 39,645.45
Increased of deferred income tax liabilities (increase as in "-") -232,711.06 -245,374.06
Decreased of inventories (increase as in "-") -840,846.76 4,433,164.96
Decreased of operating receivables (increase as in "-") -41,562,369.89 -7,688,513.15
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Items Current period Previous period
Increased of operating Payable (decrease as in "-") -9,701,167.27 20,165,064.42
Others
Net cash flows from operating activities -2,093,068.05 57,874,934.32
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 141,793,218.56 178,497,640.10
Less: Beginning balance of cash equivalents 178,497,640.10 99,184,710.93
Add：Ending balance of cash equivalents
Less: Beginning balance of cash equivalents
Net increase of cash and cash equivalents -36,704,421.54 79,312,929.17
(2) Composition of cash and cash equivalents
Items Closing balance Opening balance
I. Cash 141,793,218.56 178,497,640.10
Including: Cash on hand 119,576.83 96,167.91
Bank deposits 141,673,641.73 178,401,472.19
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 141,793,218.56 178,497,640.10
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.
50、Ownership or use-right restricted assets
Items Book value at the end of thisperiod Reason of restriction
Monetory asstes 20,000,000.00 Note VI-1
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Items Book value at the end of thisperiod Reason of restriction
Intangible assets 50,194,963.68
Long-term equity investment 84,114,516.50 Note IX-5(2)
Total 154,309,480.18
Note ： 1.In June 24th, 2014, in order to support the Tellus Shuibei Jewelry Building project, the
subsidiaryShenzhen Zhongtian Industrial Co.,Ltd. borrowed RMB 300 million from the Construction Bank
Shuibei Jewelry Branch by signing a mortgage contract（Di Jie 2014 Gu 250 Tianbei）on pledge of the land,
which is certificated as Shenfang Di Zi No.2000609764.The term of borrowing is from June 24th, 2014 to June
23rd, 2024. The Company assumesjoint and several liability for Shenzhen Zhongtian Industrial Co.,Ltd by
signing a contract (Bao Jie 2014 Gu 250 Tianbei). At the end of this period, the loan is RMB38,600,000.00.
51、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 6.5342 5,593.28
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
The company lose the control right of Shenzhen Tefa Tellus Property Management Co., Ltd. signeda
termination agreement with Shenzhen Tefa Property Management Co., Ltd.on 31 May 2017. The company
withdrew RBM 14,150,000.00 which was noless than book value of net asset audited on 31 May 2017.
5、Changes in consolidation scope due to other reasons
There is a new subsidiary corporation called SichuanTellus Jewelry Technology co., LTD established on July3 rd
2017 which invested by the Company, Chengdu Ruihang Jewelry Co. Ltd.,Chengdu Caizhiyuan Jewelry Co.,
Ltd.,Chengdu Kaixin Industrial Co., Ltd.and Sichuan Baoxie Business Management Co., Ltd. The social credit
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
code is 91510106MA6DDULT3C on its business license.
Ⅷ、Equity in other entities
1、Equity in subsidiary
(1) The structure of the enterprise group
Main Proportion
Registration Nature of Ways of
Names operating ofshareholding（%）
place business acquisition
place Directly Indirectly
Shenzhen Tellus Xinyongtong Automobile
Shenzhen Shenzhen Service 100.00 Establish/Investment
Development 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 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 Automobile Industry and Trading
Shenzhen Shenzhen Business 100.00 Establish/Investment
Co., Ltd.
Shenzhen Automobile Industry supply and
Shenzhen Shenzhen Service 100.00 Establish/Investment
marketing Co.,Ltd.
Shenzhen Tefa Huari Automobile Enterprise
Shenzhen Shenzhen Service 60.00 Establish/Investment
Co.,Ltd.
Shenzhen Huari Anxin Automobile Inspection
Shenzhen Shenzhen Service 100.00 Establish/Investment
Equipment Co.,Ltd.
Shenzhen Zhongtian Industrial Co.,Ltd. Shenzhen Shenzhen Service 100.00 Establish/Investment
Shenzhen Huari Toyota Automobile sales and
Shenzhen Shenzhen Business 60.00 Establish/Investment
services Co.,Ltd.
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Main Proportion
Registration Nature of Ways of
Names operating ofshareholding（%）
place business acquisition
place Directly Indirectly
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
SichuanTellus Jewelry Technology co., LTD Chengdu Chengdu Business 66.67 Establish/Investment
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 12th,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% 1,171,906.90 -562,191.85
services Co.,Ltd.
Shenzhen Tefa Huari Automobile Enterprise
40% 54,832.21 11,553,341.91
Co.,Ltd.
(3) The main financial information of important non wholly owned subsidiary
Closing balance
Names of the subsidiary Non-current
Current assets Fixed assets Total assets Current liabilities Total liabilities
liabilities
Shenzhen Huari Toyota
48,902,736.46 1,164,059.81 50,066,796.27 51,472,275.89 51,472,275.89
Automobile sales and
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Names of the subsidiary Closing balance
services Co.,Ltd.
Shenzhen Tefa Huari
Automobile Enterprise 46,281,176.84 29,886,773.06 76,167,949.90 47,284,595.12 47,284,595.12
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 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.
Names of Current period Previous period
the Operation Comprehensive Operating Operation Comprehensive Operating
Net profit Net profit
subsidiary revenue income cash flow revenue income cash flow
Shenzhen
Huari
Toyota
Automobile 194,934,139.85 2,929,767.26 2,929,767.26 7,385,474.75 192,287,794.93 2,573,764.62 2,573,764.62 8,918,363.51
sales and
services
Co.,Ltd.
Shenzhen
Tefa Huari
Automobile 36,550,379.42 137,080.56 137,080.56 3,323,405.53 37,018,805.77 -1,780,393.92 -1,780,393.92 2,922,584.44
Enterprise
Co.,Ltd.
(4) The limitation of using Group‘s assets and repaying Group‘s debts.
There is no significant limitation of using Group‘s assets and repaying Group‘s debts.
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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
Shenzhen Ren
Items Shenzhen Dongfeng Shenzhen Ren Fu-Tellus Shenzhen Dongfeng
Fu-Tellus Automotive
Automobile Co., Ltd. Automotive Service Co.,Ltd. Automobile Co., Ltd.
Service Co.,Ltd.
Current assets 390,613,571.00 685,184,923.52 380,939,942.00 433,147,120.64
Fixed assets 23,214,032.00 241,719,824.00 22,120,081.00 154,874,554.92
Total assets 413,827,603.00 926,904,747.52 403,060,023.00 588,021,675.56
Current liabilities 173,500,413.00 708,700,096.37 186,730,078.00 376,098,044.69
Non-current liabilities 60,436,348.10 68,990,352.65
Total liabilities 173,500,413.00 769,136,444.47 186,730,078.00 445,088,397.34
Equity of minority shareholders -1,945,407.03 1,027,646.31
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Closing balance/Current period Opening balance/Previous period
Shenzhen Ren
Items Shenzhen Dongfeng Shenzhen Ren Fu-Tellus Shenzhen Dongfeng
Fu-Tellus Automotive
Automobile Co., Ltd. Automotive Service Co.,Ltd. Automobile Co., Ltd.
Service Co.,Ltd.
Shareholders' equity of the
240,327,190.00 159,713,710.08 216,329,945.00 141,905,631.91
company
Net assets calculated by
84,114,516.50 39,928,427.51 75,715,480.75 35,476,407.97
shareholding proportion
Adjustment
—Goodwill
—Unrealized profit of internal
transaction
—Others
The book value of investment in
84,114,516.50 39,928,427.51 75,715,480.75 35,476,407.97
associated company
The fair value of the equity
investment in associated
company which have open
quotation in market
Operating revenue 1,246,685,891.00 708,394,340.47 1,096,050,124.00 573,229,481.00
Net profit 49,997,245.00 16,335,024.83 26,479,750.00 -22,704,239.56
Net profit gain from the
termination of operation
Other comprehensive income
Total comprehensive income 49,997,245.00 16,335,024.83 26,479,750.00 -22,704,239.56
Dividends received from
9,100,000.00 6,300,000.00 11,720,379.82
associated company this period
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(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 45,981,179.66 28,920,938.79
Including：Cash & Cash Equivalents 14,656,470.18 18,429,108.04
Fixed assets 388,901,782.46 422,125,153.92
Total assets 434,882,962.12 451,046,092.71
Current liabilities 38,394,408.48 55,664,266.08
Non-current liabilities 284,000,000.00 281,020,000.00
Total liabilities 322,394,408.48 336,684,266.08
Equity of minority shareholders
Shareholders' equity of the Company 112,488,553.64 114,361,826.63
Net assets calculated by shareholding proportion 56,244,276.84 57,180,913.32
Adjustment
—Goodwill
—Unrealized profit of internal transaction
—Others
Book value of investment in joint ventures 56,244,276.84 57,180,913.32
Fair value of the equity investment in joint ventures which
have open quotation in market
Operating revenue 53,060,351.06 5,059,107.47
Financial expense 19,353,675.76 3,519,025.96
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Shenzhen Tellus Jimeng investment Co.,Ltd.
Items
Closing balance/Current period Opening balance/Previous period
Income tax
Net profit -1,873,272.99 -5,237,564.80
Net profit gain from the termination of operation
Other comprehensive income
Total comprehensive income -1,873,272.99 -5,237,564.80
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 10,863,393.76 10,583,444.89
Total amount of the pro rata calculation
of the following items
—Net profit 124,180.08 179,240.38
—Other Comprehensive income
—Total comprehensive income 124,180.08 179,240.38
Associated enterprises：
Total book value of investment 93,314,134.54 24,677,061.13
Total amount of the pro rata calculation
of the following items
—Net profit -277,670.68 -39,125.60
—Other Comprehensive income
—Total comprehensive income -277,670.68 -39,125.60
(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 97,868.99 235.53 98,104.52
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
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
Co.,Ltd.
Shenzhen Xinyongtong Dongxiao Automobile
758,585.00 298,994.35 1,057,579.35
Service Co., Ltd.
Shenzhen Yongtong Xinda Inspection Equipment
381,557.52 -160,420.73 221,136.79
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（%）
Real estate development and
Shenzhen Tefa
Shenzhen management, domestic 2,582.82 million 49.09 49.09
Group Co.,Ltd.
commerce
Note：The finial control of the Company is Shenzhen State-owned Assets Supervision and Administration
Commission
2、Information on the 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 VIII-3.
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
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
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
Shenzhen Tefa Tellus Property Management Co., Ltd. Subject to the same party controls
Related party and related natural person of the
Chengdu Hezhiyuan jewelry Co., Ltd.and Yungui Xiong
shareholder of the subsidiary
Anhui Jinzun Jewellery Co., Ltd. The shareholder of the subsidiary
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 5,047,619.20 5,047,618.84
Shenzhen Xinyongtong Automobile Service Co.,Ltd. Houses leasing 545,923.80 434,474.37
Shenzhen Xinyongtong Dongxiao Automobile Service Co., Ltd. Houses leasing 396,904.78 310,076.20
(2) Guarantee between related parties
①The Company as guarantor
According to the hypothecation contract signed by the company and the Ren Fu Automotive Management
Co.,Ltd.（bellows short for Ren Fu Shenzhen）,from the settle date of associated company,Shenzhen Ren
Fu-Tellus Automotive Service Co.,Ltd.（below short for Ren Fu Tellus）, to the end date of the joint venture
contract between Ren Fu Shenzhen and the Company, the Company take 35% responsibility for the loan
which total amount less than RMB 100 million, and use 35% equity of the Company in Ren Fu Tellus as
counter guarantee pledge to Ren Fu Shenzhen. The applicable scope of this regulation includes: (1) Ren Fu
Shenzhen offering entrusted loans to Ren Fu Tellus, ;( 2) Ren Fu Tellus receive bank or business loans under
the guarantee of Ren Fu Shenzhen
All other conditions except above the Company as guarantorare offering guarantee to subsidiaries.
② The Company as secured creditor
SichuanTellus Jewelry Technology co., LTD is one of the subsidiaries in the Company. Chengdu Caizhiyuan
Jewelry Co.is one of the shareholders in the subsidiary.Chengdu Hezhiyuan jewelry Co., Ltd and Yungui Xiong
are related party and related natural person respectively in the subsidiary.SichuanTellus Jewelry Technology
co., LTD is treated as the secured creditor and expected tooffer the maximum amount guarantee. The scope of
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
claims which is secured by the right of pledge of account receivables from Yueliang Xiao etc.The guaranteed
amount is RMB 45 million.
(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 4,757.20 thousand of and entrusted fee had been paid.
Shenzhen Zhongtian Industrial Co., Ltd. and Shenzhen Tefa Tellus Property Management Co., Ltd. signed a
supplementary contract about property management services for the phase I of Tellus Shuibei Jewelry Building.
At the end of this reporting period, RMB 744.70 thousand early stage property management 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 928,296.36 3,206,502.33
Lending：
Shenzhen Xing Long Mechanical Models Co.,Ltd. Fees for funds occupation 76,041.64 76,346.64
(5) Related party‘s assets transfer and debt reorganization
Amount of current Amount of previous
Related parties Content
period period
Shenzhen Tefa Tellus Property 100% ownership of Shenzhen Tefa Tellus Property
14,150,000.00
Management Co., Ltd. Management Co., Ltd
(6)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 634.00 640.00
6、Receivables and payables of related parties
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
(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. 1,359,506.00 927,602.00 960,731.00 927,602.00
Shenzhen Xinyongtong Dongxiao Automobile Parts Sales Co.,Ltd. 997,200.00 680,400.00 704,700.00 680,400.00
Total 2,356,706.00 1,608,002.00 1,665,431.00 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 529,111.24 529,111.24 522,398.47 522,398.47
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. 2,262,724.58 1,036,172.99 2,186,682.94 998,136.92
Shenzhen Tellus Xinyongtong Automobile Service Co.,Ltd. 114,776.33 114,776.33 114,776.33 114,776.33
Total 5,043,179.46 3,758,387.76 4,960,425.05 3,713,638.92
Dvidend receivable
Shenzhen Tefa Tellus Property Management Co., Ltd. 232,683.74
Total 232,683.74
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
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Names Closing balance Opening balance
Shenzhen Tefa Tellus Property Management Co., Ltd. 279,793.26
Total 6,379,948.72 6,100,155.46
Other payables：
Shenzhen Tefa Real Estate Co., Ltd. 335,701.34 335,701.34
Hongkong Yujia Investment Co., Ltd. 2,009,360.35 2,171,300.16
Shenzhen Tefa Swan Enterprise Co.,Ltd. 20,703.25 20,703.25
Shenzhen Mechanical Equipment Import and Export Co.,Ltd. 1,554,196.80 1,576,424.94
Shenzhen Tefa Group Co.,Ltd. 51,122,660.84 50,645,612.05
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
Shenzhen Yongtong Xinda Inspection Equipment Co.,Ltd. 24,340.00 24,340.00
Anhui Jinzun Jewellery Co., Ltd. 1,330,000.00
Total 58,367,438.13 56,774,469.90
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 100,505,887.53 126,313,353.45
Total 100,505,887.53 126,313,353.45
2、Contingency
（1）Lawsuits
①In October of 2005, a lawsuit was brought before Shenzhen Luo Hu District People‘s Court by the Company,
which was the recognizor of Jintian Industrial (Group) Co., Ltd. (―Jintian‖) to require Jintian to redress RMB
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
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 People‘s Court had adjudged that the Company won the lawsuit and the forcible
execution had been applied by the Company. The company has not yet received the money at the date of the
approval of the financial report.
In April 2006 Shenzhen Development Bank brought an accusation against Jintian‘s 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 made a progress in the property
execution.The attorney from the company is consulting Jintian aboutthe liquidation scheme.Jintian is in the
process of bankruptcy reorganization.
On January 29th 2018, Shenzhen Intermediate People's Court has ruled that process of bankruptcy
reorganization was completed.Further distribution of money is still in progress. 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 People‘s Court admitted
GMAA as the third party of this case according to the law of the PRC. It was ruled by the Futian District
People‘s 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
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
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 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 People‘s 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 People‘s 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
People‘s 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. The company has
not received a verdict yet at the date of the approval of the financial report.
④Guangming 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‖.
⑤In 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.
⑥Shenzhen Nigang Industrial Co., LTD sued the Company to Shenzhen Luohu District People‘s 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 occupancy charge plus RMB 7,268 per month to the plaintiff.
The Company had already appealed to Guangdong Higher People‘s Court. In September 2017, Shenzhen
Tefa Huari Automobile Enterprise Co.,Ltd. has won the trial of second instance.
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Ⅺ、Subsequent Event
1、Profit distribution
Pursuant to the resolution of Board at the Board of Directors‘ meeting on April 2nd,2018, 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 2017
Vehicle inspection
Jewellery Inter-segment
Items Automobile sales &Components Leasing and services Total
sales elimination
sales
Principal
operating 146,150,511.84 77,745,757.53 104,689,290.86 42,719,844.04 -31,421,928.19 339,883,476.08
income
Principal
141,236,154.23 65,753,628.39 37,281,610.86 38,718,354.34 -31,436,632.87 251,553,114.95
operating cost
Total assets 32,681,904.29 97,711,493.10 2,150,019,964.74 60,842,941.31 -937,941,709.02 1,403,314,594.42
Total liabilities 43,416,707.60 59,498,814.63 682,141,153.33 4,660,481.26 -384,426,136.29 405,291,020.53
Year 2016
Vehicle inspection& Inter-segment
Items Automobile sales Leasing and services Total
components sales elimination
Principal operating income 138,702,514.96 69,295,094.17 130,770,846.12 -22,363,732.26 316,404,722.99
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Vehicle inspection& Inter-segment
Items Automobile sales Leasing and services Total
components sales elimination
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
5、Other matters
On July 20th 2017, the Company, Shenzhen Runhe investment development Co., Ltd.(―Runhe‖),Shenzhen Xing
Long Mechanical Models Co.,Ltd., (―Xinglong‖)Shenzhen Yayu Investment Development Co., Ltd. had signed an
agreement. Runhe promised to participate in open bid for 30% ownership of Xinglong under the condition if the
ownership was sold to the public or in the agreement. The open bid price made by Runhe could be high than 2
billion. Runhe was willing to put RMB 4 million as a security deposit for the deal. At the same time, Runhe
promised that if the company is transferred the Xinglong‘s ownership of Harbin First Machinery Group Co., Ltd,
Runhe was willing to purchase the ownership of Xinglong at the same price. In the agreement, all parties only
accepted the invitation of ownership transferring made by Run, but had not made a decision yet, which did not
lead to an share transfer outcome. Up to the December 31st 2017, the Company has received the RMB 4 million
deposit.
In September 2017,the company completed the share transfer deal, adding up to 43% ownership of Xinglong.
Pursuant to the resolution of Board at the Board of Directors‘ meeting on December 12th 2017, the Compay
planed to sell 43% ownership publicly and would not have any stake in Xinglong. As of the report date, the work
of listing is still in progress.
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
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Closing balance
Category Book balance Bad debt provision Book
Amount Proportion（%） Amount Proportion（%） value
individual impairment assessment
Total 484,803.08 100.00 484,803.08 100.00
（Continued）
Opening balance
Category Book balance Bad debt provision Book
Amount Proportion（%） Amount Proportion（%） value
Accounts receivable of individual significance and subject to
individualimpairment assessment
Accounts receivable subject to impairment assessment by credit risk
characteristics of portfolio
Accounts receivable of individual insignificance but subject to
484,803.08 100.00 484,803.08 100.00
individual impairment assessment
Total 484,803.08 100.00 484,803.08 100.00
2、Other receivables
(1) Disclosure by category
Closing balance
Category Book balance Provision for bad debts
Book balance
Amount Proportion（%） Amount Proportion（%）
Other receivable ofindividual significance
and subject to individualimpairment 12,247,785.36 10.79 12,247,785.36 100.00
assessment
Other receivable subject to impairment
assessment by credit risk characteristics of 99,412,903.49 87.59 1,091,737.09 1.10 98,321,166.40
portfolio
Other receivable of individual insignificance
but subject to individual impairment 1,833,967.78 1.62 1,833,967.78 100.00
assessment
Total 113,494,656.63 100.00 15,173,490.23 13.37 98,321,166.40
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
（Continued）
Opening balance
Book balance Provision for bad debts
Category
Proportion Proportion Book balance
Amount Amount
（%） （%）
Other receivable ofindividual significance and subject to
12,262,363.72 10.72 12,262,363.72 100.00
individualimpairment assessment
Other receivable subject to impairment assessment by
100,230,803.79 87.65 1,231,153.76 1.23 98,999,650.03
credit risk characteristics of portfolio
Other receivable of individual insignificance but subject to
1,858,735.58 1.63 1,858,735.58 100.00
individual impairment assessment
Total 114,351,903.09 100.00 15,352,253.06 13.43 98,999,650.03
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) Co.,
1,904,156.18 1,904,156.18 100.00 Aging long, not expected to withdraw
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 12,247,785.36 12,247,785.36
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 97,003,542.42
1 to 2 years 76,346.64 3,817.33 5.00
2to 3years 261,958.19 52,391.64 20.00
Over 3 years 2,071,056.24 1,035,528.12 50.00
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Closing balance
Aging
Other receivable Bad debt provision Proportion（%）
Total 99,412,903.49 1,091,737.09 1.10
(2) The amount of bad debt provision during the current year is RMB178,762.83.
(3) Other receivables classified by nature
Nature Closing balance Opening balance
Internal current account 96,526,430.14 97,287,270.49
Unit account 2,923,514.67 2,883,953.25
Others 14,044,711.82 14,180,679.35
Total 113,494,656.63 114,351,903.09
(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 4.41 5,000,000.00
Jinbeili Electrical Appliances Co.,Ltd. Unit account 2,706,983.51 Over 3 years 2.39 2,706,983.51
Shenzhen Petrochemical Industry (Group) Co.,
Unit account 1,904,156.18 Over 3 years 1.68 1,904,156.18
Ltd.
Huatong Casing Co.,Ltd. Unit account 1,212,373.79 Over 3 years 1.07 1,212,373.79
Others_VAT（Trade department） Unit account 763,481.79 Over 3 years 0.67 763,481.79
Total 11,586,995.27 10.22 11,586,995.27
(5) Accounts receivables related to government subsidy
There are no accounts receivables related to government subsidy in 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.
(7)Assets or liabilities caused by transferring other receivables
There are no assets or liabilities caused by transferring other receivables.
3、Long-term equity investments
(1) Disclosure by category
Items Closing balance Opening balance
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Bad debt Bad debt
Book balance Book value Book balance Book value
provision provision
Investment to the
555,771,572.73 1,956,000.00 553,815,572.73 528,823,572.73 1,956,000.00 526,867,572.73
subsidiaries
Investment to joint
ventures/as-sociated 245,802,348.25 9,787,162.32 236,015,185.93 169,145,256.02 9,787,162.32 159,358,093.70
enterprises
Total 801,573,920.98 11,743,162.32 789,830,758.66 697,968,828.75 11,743,162.32 686,225,666.43
（2）Investment to the subsidiaries
Impairment Closing balance
Closing
Names Opening balance Increased Decreased provision in of impairment
balance
current year provision
Shenzhen Tefa Tellus Real
31,152,888.87 31,152,888.87
Estate Co.,Ltd.
Shenzhen Tellus Real Estate
2,000,000.00 2,000,000.00
Exchange Co.,Ltd.
Shenzhen Tefa Tellus
Property Management Co., 7,050,000.00 7,050,000.00
Ltd.
Shenzhen Tellus Xinyongtong
Automobile Development 57,672,885.22 57,672,885.22
Co.,Ltd.
Shenzhen Zhongtian
270,708,622.90 270,708,622.90
Industrial Co.,Ltd
Shenzhen Automobile
126,251,071.57 126,251,071.57
Industry and Trading 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 2017 年年度报告全文
Impairment Closing balance
Closing
Names Opening balance Increased Decreased provision in of impairment
balance
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
1,956,000.00 1,956,000.00 1,956,000.00
Ceramics Co.,Ltd.*
Anhui Tellus Star Jewelry
1,000,000.00 3,998,000.00 4,998,000.00
Investment Co., LTD
SichuanTellus Jewelry
30,000,000.00 30,000,000.00
Technology co., LTD
Total 528,823,572.73 33,998,000.00 7,050,000.00 555,771,572.73 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
Adjust
De ment of
Gain/Loss of
Names Opening balance cre otherco Other equity
Increased investment under
as mprehe changes
equity method
ed nsive
income
I. Joint ventures
Shenzhen Tellus Jimeng Investment Co.,Ltd. 57,180,913.33 -936,636.49
Shenzhen Tellus Xing Investment Co.,Ltd. 10,583,444.88 279,948.88
Subtotal 67,764,358.21 -656,687.61
II. Associated enterprises
Shenzhen Xing Long Mechanical Model Co.,Ltd. 15,878,254.74 67,600,000.00 281,075.09 1,033,669.00
Shenzhen Tellus Automobile Service Development
Co.,Ltd.
Shenzhen Ren Fu-Tellus Automotive Service 75,715,480.75 17,499,035.75
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Increased /Decreased in reporting period
Adjust
De ment of
Gain/Loss of
Names Opening balance cre otherco Other equity
Increased investment under
as mprehe changes
equity method
ed nsive
income
Co.,Ltd.
Hunan Changyang Industrial Co.,Ltd.* 1,810,540.70
Shenzhen Jiecheng Electronic Co.,Ltd.* 3,225,000.00
Shenzhen Pilot New Chemical Materials Co.,Ltd.* 4,751,621.62
Subtotal 101,380,897.81 67,600,000.00 17,780,110.84 1,033,669.00
Total 169,145,256.02 67,600,000.00 17,123,423.23 1,033,669.00
（continued）
Increased /Decreased in reporting period Closing balance
Names Declaration of cash Withdrawn impairment Closing balance of impairment
Other
dividends or profits provision provision
I. Joint ventures
Shenzhen Tellus Jimeng Investment
56,244,276.84
Co.,Ltd.
Shenzhen Tellus Xing Investment Co.,Ltd. 10,863,393.76
Subtotal 67,107,670.60
II. Associated enterprises
Shenzhen Xing Long Mechanical Model
84,792,998.83
Co.,Ltd.
Shenzhen Tellus Automobile Service
Development Co.,Ltd.
Shenzhen Ren Fu-Tellus Automotive
9,100,000.00 84,114,516.50
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
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Increased /Decreased in reporting period Closing balance
Names Declaration of cash Withdrawn impairment Closing balance of impairment
Other
dividends or profits provision provision
Shenzhen Pilot New Chemical Materials
4,751,621.62 4,751,621.62
Co.,Ltd.*
Subtotal 9,100,000.00 178,694,677.65 9,787,162.32
Total 9,100,000.00 245,802,348.25 9,787,162.32
Note:*Full provision for impairment has been made for these companies due tothe revocation of Business
License.
4、Operating income and operating costs
Current year Previous year
Items
Income Cost Income Cost
Principal operating activities 44,035,720.63 3,662,936.04 42,675,858.14 3,596,474.49
Total 44,035,720.63 3,662,936.04 42,675,858.14 3,596,474.49
5、Investment Income
Items Current year Previous year
Income from long-term equity investment measured by cost method 547,184.35 6,582,176.54
Income from long-term equity investment measured by adopting the equity method 17,123,423.23 6,984,139.28
Investment income received from holding of held-to-maturity investment 7,332,683.74
Income fromfinancial products 6,046,686.15 3,754,547.99
Total 31,049,977.47 17,320,863.81
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 5,523,267.93
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
25,753.22
which are closely related to the Company‘s operating activities and of which the quota or approval is
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Items Amount Description
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
76,041.64
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 6,606,218.86
Impairment provision resulting from force majeure, e.g. natural disasters
Debt restructuring
Entity restructuring expenses, e.g., expenditure for layoff of employees, integration expenses, etc.
Profit or loss attributable to the evidently unfair portion of transaction price, being transacted price in
excess of fair transaction price, of a transaction
Net profits or losses achieved by an acquired under-common-control entity during the period from the start of the
period to the acquisition date
Gains or losses arising from contingent events unconnected with the Company‘s daily operating 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 15,000.00
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 690,397.76
Other profit or loss that meets the definition of non-recurring profit or loss
Subtotal 12,936,679.41
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深圳市特力(集团)股份有限公司 2017 年年度报告全文
Items Amount Description
Tax effects 59,964.10
Effects attributable to minority interests (after tax) 445,010.10
Total 12,431,705.21
Note：‖+‖ means income or gain and ―-‖ means loss or expense.
The Company defines items as non-recurring profit or loss items according to ―Information Disclosure and
Presentation Rules for Companies Making Public Offering of Securities No.1---Non-recurring Profit or
Loss‖(CSRC No.[2008]43).
2、Rate of return on net assets and earnings per share
Rate of the weighted average Earnings per share
Profit category
net profit（%） Basic earnings per share Diluted earnings per share
Net profit attributable to ordinary
7.1989 0.2249 0.2249
shareholders
Recurring profit or loss attributable to
5.8604 0.1831 0.1831
ordinary shareholders
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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 2017 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).
195
