深圳市深宝实业股份有限公司 2013 半年度报告全文 SHENZHEN SHENBAO INDUSTRIAL CO.,LTD SEMI-ANNUAL REPORT 2013 August 2013 1 深圳市深宝实业股份有限公司 2013 半年度报告全文 Section I. Important Notice, Contents and Paraphrase Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All directors are attended the Board Meeting for report deliberation. The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either. Chairman of the Company Mr. Zheng Yuxi, General Manager Mr. Yan Zesong, Chief Financial Officer Ms. Wang Zhiping and Financial Management Department Manager Mr. Xu Qiming hereby confirm that the Financial Report of Semi-Annual Report 2013 is authentic, accurate and complete. Securities Times, China Securities Journal, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) are the media appointed by the Company for information disclosure, all information of the Company disclosed in the above mentioned media should prevail. Investors are advised to exercise caution of investment risks. This report has been prepared in Chinese and English version respectively. In the event of difference in interpretation between the two versions, Chinese report shall prevail. 2 深圳市深宝实业股份有限公司 2013 半年度报告全文 Content Section I Important Notice, Contents and Paraphrase .................................. 1 Section II Company Profile ............................................................................... 5 Section III Accounting data and summary of finnaical indexes .................... 7 Section IV Report of the Board of Directors ................................................... 9 Section V Important Events ............................................................................ 22 Section VI Changes in shares and particular about shareholders .............. 37 Section VII Directors, Supervisors and Senior Executives ......................... 37 Section VIII Financial Report ......................................................................... 38 Section IX Documents Available for Reference ......................................... 126 3 深圳市深宝实业股份有限公司 2013 半年度报告全文 Paraphrase Items Refers to Definition Shenshenbao/the Company/Listed Refers to Shenzhen Shenbao Industrial Co., Ltd Company Shenzhen Shenbao Huacheng Science and Technology Shenbao Huacheng Refers to Co.,Ltd Wuyuan Jufangyong Refers to Jufangyong Tea Industry Co., Ltd. in Wuyuan County Hangzhou Ju Fang Yong Refers to Hangzhou Ju Fang Yong Holding Co., Ltd. Shenbao Yuxing Refers to Fujian Mount Wuyi Shenbao Yuxing Tea Co., Ltd. Shen Shenbao Huafa Refers to Zhejiang Shen Shenbao Huafa Tea Co., Ltd. Technology Center Refers to Shenzhen Shenbao Technology Center Co., Ltd. Huizhou Shenbao Science & Technology Refers to Huizhou Shenbao Science & Technology Co., Ltd. Shenzhen Shenbao Sanjing Food & Beverage Shenbao Sanjing Refers to Development Co., Ltd Shenbao Industrial & Trading Refers to Shenzhen Shenbao Industrial & Trading Co., Ltd. Shenbao Properties Refers to Shenzhen Shenbao Properties Management Co., Ltd. PepsiCo (China) Refers to PepsiCo Investment (China) Ltd. Shenzhen PepsiCo Refers to Shenzhen PepsiCo Beverage Co., Ltd Zhejiang Wafa Refers to Zhejiang Wafa Tea Co., Ltd. Changzhou Sanjing Refers to Changzhou Sanjing Grease Co., Ltd Agricultural Products Refers to Shenzhen Agricultural Products Co., Ltd Shenzhen Investment Holding Refers to Shenzhen Investment Holding Co., Ltd Tianzhong Investment Refers to Shenzhen Tianzhong Investment Co., Ltd. Shenzhen Municipal People’s Government State-owned Shenzhen SASAC Refers to Assets Supervision & Administration Commission CBC Refers to Shenzhen China Bicycle Company (Holdings) Limited CSRC Refers to China Securities Regulation Commission SSE Refers to Shenzhen Stock Exchange Article of Association of Shenzhen Shenbao Industrial Co., Article of Association Refers to Ltd RMB/10 thousand Yuan Refers to CNY/ten thousand Yuan 4 深圳市深宝实业股份有限公司 2013 半年度报告全文 Section II Company profile I. Company Profile SHENSHENBAO-A, Code for Short form for share 000019, 200019 SHENSHENBAO-B share Listing stock exchange Shenzhen Stock Exchange Chinese name of the Company 深圳市深宝实业股份有限公司 Abbr. of Chinese name of the Company(if 深宝 applicable) English name of the Company(if SHENZHEN SHENBAO INDUSTRIAL CO.,LTD applicable) Abbr. of English name of the Company(if SBSY applicable) Legal Representative Zheng Yuxi II. Contact person and ways Secretary of the Board Rep. of securities affairs Name Li Yiyan Zheng Guibo 23/F, Education Technology Mansion, No.26 Zizhu 23/F, Education Technology Mansion, No.26 Zizhu Contact Qi Dao, Zhuzilin Fourth Road, Futian District, Qi Dao, Zhuzilin Fourth Road, Futian District, adds. Shenzhen Shenzhen Tel. 0755-82027522 0755-82027522 Fax. 0755-82027522 0755-82027522 E-mail lyy@sbsy.com.cn zhenggb@sbsy.com.cn III. Others 1. Way of contact Whether registrations address, offices address and codes as well as website and email of the Company changed in reporting period or not □ Applicable √ Not applicable Registrations address, offices address and codes as well as website and email of the Company has no change in reporting period, found more details in Annual Report 2012. 5 深圳市深宝实业股份有限公司 2013 半年度报告全文 2. Information disclosure and preparation place Whether information disclosure and preparation place changed in reporting period or not □ Applicable √ Not applicable The newspaper appointed for information disclosure, website for semi-annual report publish appointed by CSRC and preparation place for semi-annual report have no change in reporting period, found more details in Annual Report 2012. 3. Registration changes of the Company Whether registration has changed in reporting period or not □ Applicable √ Not applicable Date/place for registration of the Company, registration number for enterprise legal license, number of taxation registration and organization code have no change in reporting period, found more details in Annual Report 2012. 4. Other relevant information Whether other relevant information has changed in reporting period or not □ Applicable √ Not applicable 6 深圳市深宝实业股份有限公司 2013 半年度报告全文 Section III. Accounting data and summary of financial indexes I. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Increase/decrease in this Current period Same period of last year report y-o-y (%) Operating revenue (RMB) 229,743,390.32 114,026,690.16 101.48% Net profit attributable to shareholders -5,934,967.21 88,867,376.42 -106.68% of the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting -10,772,467.32 -18,638,342.71 42.2% non-recurring gains and losses(RMB) Net cash flow arising from operating -11,847,579.84 3,259,065.52 -463.53% activities(RMB) Basic earnings per share -0.0237 0.3542 -106.69% (RMB/Share) Diluted earnings per share -0.0237 0.3542 -106.69% (RMB/Share) Weighted average ROE (%) -0.62% 9.51% -10.13% Increase/decrease in this End of current period End of last period report-end over that of last period-end (%) Total assets (RMB) 1,334,276,104.88 1,222,994,595.75 9.1% Net assets attributable to shareholder 908,101,676.17 964,216,674.18 -5.82% of listed company(RMB) II. Difference of the accounting data under accounting rules in and out of China 1. Difference of the net profit and net assets attributable to shareholders of parent company disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) Unit: RMB 7 深圳市深宝实业股份有限公司 2013 半年度报告全文 Net profit attributable to Net assets attributable to shareholders of listed company shareholders of listed company Amount in this Amount in last Amount at Amount at period period period-end period-begin Chinese GAAP -5,934,967.21 88,867,376.42 908,101,676.17 964,216,674.18 Items and amount adjusted by IAS 1. Adjustment for amortization of 1,016,958.04 1,016,958.04 equity investment differences 2. Adjustment for cost of transfer of 381,359.27 -762,718.54 -762,718.54 equity of Shenzhen Pepsi 3.Adjustment for other payable fund 1,067,000.00 1,067,000.00 of stock market regulation IAS -5,934,967.21 89,248,735.69 909,422,915.67 965,537,913.68 III. Items and amounts of extraordinary profit (gains)/loss In RMB Item Amount Note Gains/losses from the disposal of non-current asset (including the write-off that accrued 2,310.17 for impairment of assets) Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to national standards, which are closely relevant to 5,874,022.19 enterprise’s business) Gains and losses from change of fair values of held-for-transaction financial assets and financial liabilities except for the effective hedge business related to normal business of 6,688.65 the Company, and investment income from disposal of transactional financial assets and liabilities and financial assets available for sale Other non-operating income and expenditure except for the aforementioned items 253,966.23 Less: impact on income tax 1,299,487.13 Total 4,837,500.11 -- 8 深圳市深宝实业股份有限公司 2013 半年度报告全文 Section IV. Report of the Board of Directors I. Introduction In reporting period, the Company rapid up the implementation of strategy promotion, formulated a development strategy for vary business of the Company, well-defined the implementation scheme; combine the development needs in business, adjusted organization structure of the Company, put job responsibility in orders; established the tea deep-processing division and implemented the operation style HQ plan; exercised optimization of performance management, activate construction of information engineering of ERP system and e-business platform etc., improved informationalized standards ; implemented brand development strategy, combing and integrated vary brands within the Company, created a core value for the brand; centralized the resource, carried out transfer of the 10% equity of Shenzhen Pepsi, providing a fund support for the strategy implementation of the Company. During the reporting period, the Company expand main business actively, made solid progress in the implementation of projects with fund raised. Firstly, accelerate the brand promotion and market channel construction for ―Jufangyong‖ longjing tea and ―Xingjiu‖ rock tea, focous on the development fundation for boutique tea business. Secondly, strenghthen the development of marketing team and market pioneering efforts, maintain a stable in aspect of original clients and marke quota for deep-processing business; meanwhile, steadily promote the comstruction of comprehensive investment of tea industry chain, main construction and equipment installation and debugging have completed, and through the QS certification. Thirdly, continues to enhance the investment in scientific research, optimized and improved the research system and mechanism innovation, product research and promotion gains a great progresses, and provide a strong support for the sustainable development of every business of the Company. In reporting period, the Company consolidated the work of safety production and food security, which ensures no material safety production accidents and no major food quality security accidents occurred in first half year; further to improved the construction of internal control system, upgrade the internal control standards as a whole, promoted the capability in shielding against risks and risk prevention. II. Main business analysis Introduction Main business of the Company was tea industry. In the reporting period, the Company achieved operating income of RMB 229.7434 million, a 101.48% up from a year earlier; operating profit achieved RMB -7.5542 million, a 1283.13% down from a year ago; net profit attributable to shareholders of listed companies was RMB -5.9349 million with 1597.15% down from a year earlier. Y-o-y changes of main financial data In RMB Same period of Y-o-y Current period Reasons for changes last year increase/decrease 9 深圳市深宝实业股份有限公司 2013 半年度报告全文 (%) Operation Business of the subsidary increased last 229,743,390.32 114,026,690.16 101.48% revenue year was showed in this period, and no Operation cost 195,082,954.37 92,593,340.74 110.69% such presentation at same period of last Sales expenses 16,359,699.07 6,539,865.06 150.15% yera Mainly because current interest income Financial increased, and payment of interest on -112,173.57 381,706.23 -129.39% expenses borrowings decreased than the same period of last year. Investment At same period of last year, there has 6,688.65 105,857,836.04 -99.99% income equity interest from 15% equity of Shenzhen Pepsi transfer, no such income Operating profit (7,554,222.11) 89,376,111.45 -108.45% in the Period Non-operating Government subsidy obtained in the 6,133,709.15 772,170.63 694.35% income Period increased Mainly because current income tax Income tax calculated according to tax law and 3,052,026.68 1,043,256.86 192.55% expense related regulations increased in the period. Net cash flow arising from Mainly because products purchasing -11,847,579.84 3,259,065.52 -463.53% operation increased in the period. activities Net cash flow New office building purchased and the arising from comprehensive investment of tea -128,480,521.51 87,409,452.21 -246.99% investment industrial chain in Wuyuan Jufangyong activities increased Net cash flow arising from Bank short-term loans increased in the 78,374,250.01 -8,816,431.20 988.96% financing period. activities Net increase of Fixed assets investment in the period cash and cash -63,310,425.87 81,855,237.54 -177.34% increased over that of last period equivalent Major changes on profit composition or profit resources in reporting period □ Applicable √ Not applicable No major changes on profit composition or profit resources occurred in reporting period The future development and planning extended to reporting period that published in disclosure documents as prospectus, private placing memorandum and recapitalize statement □ Applicable √ Not applicable Review on the previous business plan and its progress during reporting period The Company proceeded according to the business plan in the reporting. III. Constitution of main business In RMB 10 深圳市深宝实业股份有限公司 2013 半年度报告全文 Increase or Increase or Increase or decrease of decrease of decrease of Operating Gross profit operating operating cost gross profit Operating cost revenue ratio (%) revenue over over same ratio over same period of period of last same period of last year (%) year (%) last year (%) According to industries Industry 124,711,542.13 100,329,761.24 19.55% 9.83% 8.89% 0.7% Trading 104,498,448.19 94,656,064.73 9.42% Rental service 293,400.00 100% 0% 0% According to products Soft drinks 13,233,201.40 9,755,968.66 26.28% -18.59% -32.54% 15.24% Seasoning 5,352,419.86 3,442,198.14 35.69% -16.45% -14.69% -1.33% Tea products 210,624,369.06 181,787,659.17 13.69% 131.75% 146.85% -5.28% Property rental 293,400.00 100% 0% According to region Export 107,635,235.06 96,204,044.83 10.62% 5,273.17% 7,562.67% -26.71% South China 39,280,797.60 28,814,228.01 26.65% 4.85% 0.26% 3.36% North China 11,141,038.11 9,717,383.35 12.78% 0.3% -5.6% 5.45% East China 50,035,273.72 41,443,043.14 17.17% 44.61% 61.93% -8.86% Central China 16,850,592.77 15,017,767.32 10.88% -20.18% -22.76% 2.98% Other region 4,560,453.06 3,789,359.32 16.91% -39.63% -44.39% 7.12% In the reporting period, the Company’s tea products and export business increased, which mainly because the new subsidiaries Shenshenbao Huafa increased last year has a business presentation in the year while no such business at same period of last year; tea product’s gross margin decreased mainly due to the change of product structure; soft drink’s gross margin increased mainly due to a strengthen in cost control and part of the raw material price declined. IV. Core competitive-ness analysis The core competitive-ness of the Company had no changes in the reporting period. V. Investment analysis 1. Situation of foreign equity investment (1) Securities investment Variety Code of Short Initial Amount of Proportion Amount of Proportion Book Gains Accountin Source of of securitie form of investmen stock-holdin of stock-holdin of value and loss g subject stock 11 深圳市深宝实业股份有限公司 2013 半年度报告全文 securitie s securitie t g at the stock-holdin g at the end stock-holdin at the in the s s cost(RMB beginning of g at the of the period g at the end end of reportin ) the period beginning of (Share) of the period the g (Share) the period (%) period (RMB) (% (RMB ) Legal person stocks purchase Hai Guo 272,288.0 6,688.6 d from Stock 400005 150,000 0.06% 0 Tou 9 5 the original STAQ trading system 272,288.0 6,688.6 Total 150,000 -- 0 -- 0.00 -- -- 9 5 Statement of holding equity of other listed companies □ Applicable √ Not applicable 2. Application of raised proceeds (1)Overall application of raised proceeds In ten thousand Yuan Total raised proceeds 57,239.21 Total raised proceeds invested during the 9,623.60 reporting period Total accumulative raised proceeds invested 32,306.26 Total raised proceeds for new purposes during 0 the reporting period Total accumulative raised proceeds for new 16,729.17 purposes Proportion of the total accumulative raised 29.23% proceeds for new purposes (%) General application of raised proceeds Being approved of ―Reply on Privately Offering from Shenzhen Shenbao Industrial Co., Ltd.‖ ZJXK[2011] No. 777 issued from CSRC, in June of 2011, the Company privately offering 68,977,066 shares of RMB ordinary share (A share) to 8 target investors with issuing price of RMB 8.70 each. Total monetary capital RMB 12 深圳市深宝实业股份有限公司 2013 半年度报告全文 600,100,474.20 was raised, actual net capital raised for Shenshenbao amounting to RMB 572,392,141.89 after deducting relevant offering expenses RMB 27,708,332.31. The capital privately raised above said has fully funded on 23 June 2011 and has verified by ―Verification Report‖ LIXIN DAHUA YZi [2011] No. 177 issued from Lixin Dahua. The fund-raised above said saving in the specific account dated 22 July 2011. In the year of 2012, the Company raised proceeds of RMB 155 million by canceling the ―Comprehensive Project with Annual Capacity of 300 Tons Catechin‖, among which, RMB125 million was used to invest in the ―Project of Developing High-end Brand Classical Tea‖ (including the original ―Chain Project for Classical Tea Leaves‖ with total investment of RMB155 million, among which, RMB125 million was provided by the change in the proceeds application from the aforesaid ―Comprehensive Project with Annual Capacity of 300 Tons Catechin‖, and RMB 30 million was from the proceeds from the original ―Chain Project for Classical Tea Leaves‖, the project was implemented by the subordinate Hangzhou Ju Fang Yong). Besides, the remaining RMB 30 million was used to establish a joint venture with Zhejiang Wafa to carry out export business of tea leaves. The Company cancelled implementation for the ―Expansion Project of Seasoning Production Line‖, pursuant to which, the original proceeds RMB12, 291,700 was adjusted in increasing investment for the ―Project of R&D Center for Tea and Natural Plants‖. The Company also decided to change the implementation subject of such project from the original wholly-owned subsidiary Wuyuan Jufangyong to the newly incorporated and registered subordinate wholly-owned subsidiary Shenzhen Shenbao Research & Development Center Co., Ltd. also, the place for implementation was also changed from Wuyuan county Jiangxi province to Shenzhen, Guangdong province. Those changes were deliberated and approved in the 2011 Annual General Shareholders’ Meeting of the Company held on 27 April 2012.On 12 October 2012, the ―Proposal of Using Part of Idle Fund Raised for Supplement Current Capital Temporary Again‖ was deliberated and approved in Third Extraordinary Shareholders’ General Meeting of 2012, the Company agrees to supplement current capital of the Company with RMB 120 million fund raised temporary for 6 months at most; and this fund raised has been return by the Company on 9 April 2013. On 15 May 2013, the ―Proposal of Using Part of Idle Fund Raised for Supplement Current Capital Temporary Again‖ was deliberated and approved in Annual Shareholders’ General Meeting of 2012 with part of the fund raised RMB 110 million to supplement current capital of the Company for 12 months at most. 13 深圳市深宝实业股份有限公司 2013 半年度报告全文 (2) Situation of committed project of raised proceeds In ten thousand Yuan Total Amount of Predicted Project Projects Total investment Investment Reach the changed or Committed investment committed after Amount accumulated program till serviceable Profit predicted feasibility not projects &investment of investment adjustment invested in investment condition realized in was changed (including the year-end interest or raised fund of raised (1) this year till the date of this year hugely or changed capitals (3)=(2)/(1) not partially) year-end (2) project not Investment project commitment 1. Acquisition of 48.33% equity from Shenbao No 6,510.05 6,510.05 6,510.05 100% 2011-07-31 20.16 Yes No Huacheng 2. Comprehensive Investment No 27,000 27,000 3,674.14 10,879.03 40.29% 2015-09-30 No No Project of Tea Industry Chain 3. Comprehensive Project with Annual Capacity of 300 Yes 15,500 2014-01-31 No Yes Tons Catechin 4. Chain Project for Classical Yes 3,000 2015-07-31 No No Tea Leaves 5. Project of R&D Center for Not Tea and Natural Plants Yes 4,000 2012-04-30 No applicable 6. Expansion Project of Yes 4,000 2012-07-31 No Yes Condiment Production Line 7. Project of Developing 15,500 2,244.89 7,611.05 49.10% 2016-04-30 No No High-end Brand Classical Tea 8. Establishment of joint venture of Zhejiang Shen 3,000 3,000.42 100% 2012-12-31 151.08 Yes No Shenbao Huafa Tea Co., Ltd. 9. Project of R&D Center for Not Tea and Natural Plants 5,229.16 3,704.57 4,305.71 82.34% 2013-12-31 No applicable Subtotal of commitment -- 60,010.05 57,239.21 9,623.60 32,306.26 -- -- 171.24 -- -- projects 14 深圳市深宝实业股份有限公司 2013 半年度报告全文 Investment of raised fund Total -- 60,010.05 57,239.21 9,623.60 32,306.26 -- -- 171.24 -- -- Particular about not coming up to schemed progress or Comprehensive Investment Project of Tea Industry Chain and project of Developing High-end Brand Classical Tea were in the expected revenue and the investment period, which didn’t meet the expected income. reason(In specific project) (1) Comprehensive Project with Annual Capacity of 300 Tons Catechin: by virtue of technical innovation, the Company made comprehensive enhancements in the original production crafts for instant tea powder, pursuant to which, the production line for instant tea powder was equipped with the function of producing catechin and natural plant products. Therefore, the Company was able to develop and produce catechin and natural plant products for sales, satisfying demands from its existing and new customers. As compared to the original plan on implementing the Comprehensive Project with Annual Capacity of 300 Tons Catechin, the Company can be better served with such innovated technologies to make comprehensive use of the production line of instant tea powder, with fewer equipments allocation, more efficient benefits, reduction of fixed assets allocation and amortization, so as to improve the integrated profitability of the Company. In order to effectively prevent from investment risks and protect the interests of the Company and its shareholders, the Company, with careful and prudent consideration, decided to cancel the Comprehensive Project with Annual Capacity of 300 Tons Catechin and thereby to change the proceeds application purposes. (2) Expansion Project of Condiment Explanation on great changes Production Line: despite that the prospectus of condiment market was positive; the furious market competition can’t be ignored. In of feasibility of project case that the Company wanted to make significant breakthrough in the furious market competition based on the prevailing operation condition of condiment, the Company was required to allocate material human, assets and property resources. In 2011, the Company experienced significant drop in income from its condiment operation, recording relatively material losses. Considering that it had no advantage in condiment operation, the Company would face relatively significant market risks and uncertainty if the original resources allocation couldn’t meet the expected target. By virtue of the non-public offering, the Company determined its development direction for tea industry, namely Natural, Green and Healthy, in 2011. According to the development strategy, the Company would focus on expanding tea industry. Therefore, the Company cancelled the Expansion Project of Condiment Production Line, and applied the proceeds for such project to investment in the Project of R&D Center for Tea and Natural Plants. At the 2011 Annual General Meeting held on 27 April 2012, the Company considered and approved the Proposal on Change of Part Proceeds Application Purposes, approving the changes and adjustments involved in the above projects. Amount, usage and progress of using for fund raising out Not applicable of the plan 15 深圳市深宝实业股份有限公司 2013 半年度报告全文 Applicable Change of implementation Occurred in previous year place of investment project of The Company changed the implementation place of Project of R&D Center for Tea and Natural Plants from Wuyuan county Jiangxi raised capitals province to Shenzhen Guangdong province. Those changes were considered and approved in the 2011 Annual General Meeting of the Company held on 27 April 2012. Adjustment to implementation method of Not applicable investment project with proceeds Initial input and replacement of investment project with Not applicable proceeds Applicable On 12 October 2012, the ―Proposal of Using Part of Idle Fund Raised for Supplement Current Capital Temporary Again‖ was Temporary supplement of deliberated and approved in Third Extraordinary Shareholders’ General Meeting of 2012, the Company agrees to supplement current current capital with idle capital of the Company with RMB 120 million fund raised temporary for 6 months at most; and this fund raised has been return by the proceeds Company dated 9 April 2013.On 15 May 2012, the ―Proposal of Using Part of Idle Fund Raised for Supplement Current Capital Temporary Again‖ was deliberated and approved in Annual Shareholders’ General Meeting of 2012 with part of the fund raised RMB 110 million to supplement current capital of the Company for 12 months at most. Balance of fund raised in way of implementation and Not applicable reasons Purposes and application of Saved in the special account for proceeds and supplement current capital. unutilized proceeds Problems found during the The related information concerning proceeds disclosed by the Company is in-time, true, accurate and complete; no illegal issue has application and disclosure of been found in place, use, management and disclosure of proceeds. The Company has never made financing for over 2 times, not even proceeds or other issues the application of proceeds in those years. (3)The changed project of raised proceeds In ten thousand Yuan 16 深圳市深宝实业股份有限公司 2013 半年度报告全文 Accumulation Whether the Corresponding Progress of the Whether it has Total amount Virtual amount virtual amount Predicted feasibility of Project after original investment come up to the serviceable Income invested after input in the input deadline deadline the end the project the change committed condition date achieved in the scheduled adjustment (1) reporting the end of the of the reporting changed after of project project (%)(3)=(2)/(1) reporting income reporting (2) the alteration Comprehensive Project with Investment Annual development Capacity of project for 300 Tons 15,500 2,244.89 7,611.05 49.10% 2016-04-30 No No high-end brand Catechin classical tea /Chain Project of Classical Tea Leaves Comprehensive Jointly Project with incorporation Annual of Zhejiang 3,000 3,000.42 100% 2012-12-31 151.08 Yes No Capacity of Shenbao Huafa 300 Tons Tea Co., Ltd. Catechin Project of R&D Center for Tea and Natural Project of R&D Plants / Center for Tea Expansion 5,229.16 3,704.57 4,305.71 82.34% 2013-12-31 Not applicable No and Natural Project of Plants Condiment Production Line 17 深圳市深宝实业股份有限公司 2013 半年度报告全文 Total -- 23,729.16 5,949.46 14,917.18 -- -- 151.08 -- -- (1) Cancel the ―Comprehensive Project with Annual Capacity of 300 Tons Catechin‖: by virtue of technical innovation, the Company made comprehensive enhancements in the original production crafts for instant tea powder, pursuant to which, the production line for instant tea powder was equipped with the function of producing catechin and natural plant products. Therefore, the Company was able to develop and produce catechin and natural plant products for sales, satisfying demands from its existing and new customers. As compared to the original plan on implementing the Comprehensive Project with Annual Capacity of 300 Tons Catechin, the Company can be better served with such innovated technologies to make comprehensive use of the production line of instant tea powder, with fewer equipments allocation, more efficient benefits, reduction of fixed assets allocation and amortization, so as to improve the integrated profitability of the Company. In order to effectively prevent from investment risks and protect the interests of the Company and its shareholders, the Company, with careful and prudent consideration, decided to cancel the Comprehensive Project with Annual Capacity of 300 Tons Catechin. The proceeds for such project were invested in investment development project for high-end brand classical tea and jointly incorporation of Zhejiang Shenbao Wafa Tea Co., Ltd. (2) Cancel the ―Expansion Project of Condiment Production Line‖: despite that the prospectus of condiment market was positive; the furious market competition Changing reason, decision procedure and can’t be ignored. In case that the Company wanted to make significant breakthrough in the furious market statement of disclosure(In specific project) competition based on the prevailing operation condition of condiment, the Company was required to allocate material human, assets and property resources. In 2011, the Company experienced significant drop in income from its condiment operation, recording relatively material losses. Considering that it had no advantage in condiment operation, the Company would face relatively significant market risks and uncertainty if the original resources allocation couldn’t meet the expected target. The Company determined its development direction for tea industry, namely Natural, Green and Healthy. According to the development strategy, the Company would focus on expanding tea industry. Therefore, the Company cancelled the Expansion Project of Condiment Production Line, and applied the proceeds for such project to investment in the Project of R&D Center for Tea and Natural Plants. (3) Changes of ―tea and natural plant R&D center "project location and implementation main body: there are many advantages of the initial location of the project, which is in Wuyuan county, Jiangxi Province, owns many advantages in tea industry resources and cost. However, the initial location of the project is weak in talent gathering, information exchange, resource sharing and integration, and customer service market. Therefore, the initial location in Wuyuan county Jiangxi Province was moved to Shenzhen city, Guangdong province. The implementation main body was turned from Wuyuan Jufangyong into Shenzhen Shenbao Technology Center Co., Ltd., wholly owned 18 深圳市深宝实业股份有限公司 2013 半年度报告全文 subsidiary of the Company. The Company also increased its investment to RMB 54 million after counting the fixed assets investment of the project and high labor cost in the new implementation. The modification of raise investment project was deliberated and approved in the 20th Meeting of 7th session of the Board on 5 April 2012 and annual shareholders’ general meeting of 2011 on 27 April 2012. For details, please refer to the related announcement disclosed at Securities Times, China Securities, Hong Kong Commercial Daily and www.cninfo.com.cn on 6 April 2012 and 28 April 2012 respectively. Not meet the scheduled progress or projected benefits, and reasons for that (based on specific Investment development project for high-end brand classical tea was in the investment period, which didn’t meet project) the expected income. Explanation on significant changes in feasibility - of projects (4)Project of raised proceeds Statement Date of disclosure Index of disclosure ‖Special Report of Raised Proceeds Deposit and Utilization for Semi-Annual of 2013 of Shenzhen 2013-08-21 Juchao Website(www.cninfo.com.cn) Shenbao Industrial Co., Ltd.‖ 3. Main subsidiaries and joint-stock companies analysis Main subsidiaries and joint-stock companies In RMB Main products or Registered Operation Operation Name Type Industry involved Total assets Net assets Net profit service capital revenue profit Shenbao Instant tea powder Subsidiary Manufacture 153,451,300.00 210,662,603.85 167,299,494.91 79,305,407.45 -1,095,162.94 417,088.35 Huacheng and tea extraction Huizhou Seasoning, Soft Subsidiary Comprehensive 60,000,000.00 231,145,520.73 42,467,790.85 18,585,621.26 -488,328.75 -488,328.75 Shenbao drinks 19 深圳市深宝实业股份有限公司 2013 半年度报告全文 Science & Technology Wuyuan Subsidiary Manufacture Tea products 290,000,000.00 363,588,668.18 303,492,485.07 51,007,580.22 3,407,309.90 5,693,291.17 Jufangyong Hangzhou Ju Fang Subsidiary Comprehensive Tea products 175,000,000.00 186,622,611.29 179,675,566.06 9,626,163.96 -4,623,671.65 -4,619,705.42 Yong Development, Technology Science research consultant and Center Subsidiary and technology 54,000,000.00 50,918,050.51 50,654,595.69 -788,172.30 -788,172.30 transfer of Company service technology Shen Shenbao Subsidiary Trading Exportation of tea 30,000,000.00 124,471,478.70 62,221,874.25 104,738,448.19 3,895,080.22 2,921,030.16 Huafa 20 深圳市深宝实业股份有限公司 2013 半年度报告全文 VI. Prediction of business performance from January – September 2013 Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation on reason □ Applicable √ Not applicable VII. Implementation of profit distribution in reporting period Implementation or adjustment of profit distribution plan in reporting period, cash dividend plan and shares converted from capital reserve in particular √Applicable □Not applicable On 15 May 2013, the Company held the Annual Shareholders’ General Meeting 2012 and approved ―Profit Distribution Preplan of the Company for year of 2012‖, that is: taking total 250,900,154 shares at end of 2012 as the radix, sending RMB 2.00 in cash (tax included) per 10 shares to its all shareholders, total cash dividend of RMB 50,180,030.80 distributed, and the remaining undistributed profit are credited to future years to distribute. As of 11 July 2013, the above said plan has been fully implemented and completed VIII. In the report period, reception of research, communication and interview Time Place Way Type Reception Contents discussed and material provided Conference Yu Xi, Discussion of production status of tea industry and future room of Spot Wang strategy plan of the Company. No undisclosed material 2013-05-07 Institution the research Peng, Fan information are reveal, disclose or leak to reception Company Junhao object 21 深圳市深宝实业股份有限公司 2013 半年度报告全文 Section V. Iimportant Events I. Corporate governance Actual corporate governance of the Company shows no difference with the Company Law and requirement of relevant regulations from CSRC. II. Significant lawsuits and arbitrations of the Company √Applicable □Not applicable Amount Accrual involved Trial results and Enforcement liability Progress of Date for General information of lawsuits(arbitration) (10 influence from of the Index for disclosure formed lawsuits(arbitration) disclosure thousand lawsuits(arbitration)judgment (Yes/No) Yuan) On 12 October 2012, The case concerning the joint-liability guarantee the concerning the The aforesaid events can be Company provided for RMB 7 million loans which CBC application from found in ―Annual Report of had obtained from Shenzhen Branch of China Shenzhen Guosheng Construction Bank (―Construction Bank‖ for short) has 2003‖ dated 10 April Energy Investment been closed with reconciliation. The Agreement of 2004;‖Semi-Annual Report Development Co., Interest Reduction was signed between the Company Ltd., Shenzhen The approval of 2004‖ dated 6 August and Construction Bank in 2003, the RMB 7 million have Intermediate People’s amount from CBC 2004; Notice of the been paid by the Company for CBC in two phases and Court accepted and accomplished the jointly liability; Concerning the Not Company published on No verdict the bankruptcy has no further 2004-4-10 jointly-liability of the Company for Letter of Credit applicable Juchao Website case of CBC. The progress till Opening for CBC in Shenzhen Branch of Bank of China Company declared (www.cninfo.com.cn) dated with US$ 0.8 million, being verdict by Civil Ruling of creditor’s right of recently (1999) YFJYZZ No. 26 from Guangdong Higher 30 July 2004, 20 November RMB24, 061,322.14 to People’s Court, the Company takes the jointly-liability manager of CBC. On 2004, 16 December 2004, for payment. Till end of 30 June 2004, the RMB 6.6316 17 July 2013, a Civil 29 December 2004 ,18 million (USD 0.8 million by converted) have been paid Ruling Paper (2012) January 2005 and 7 August by the Company for CBC and accomplished the jointly Shen Zhong Fa Po Zi liability; later on 22 July 2004, the Company applied to 2013 respectively No. 30-4 was carried 22 深圳市深宝实业股份有限公司 2013 半年度报告全文 Shenzhen Intermediate People’s Court (―Shenzhen out by the Shenzhen Intermediate‖ for short) for the enforcement on the Intermediate People’s above repayment. Shenzhen Intermediate People’s Court Court, the creditor’s verdict that the RMB 7 million repaid by the Company right RMB for CBC should be paid to the Company together with 20,972,491.51 for the interest during capital occupation, (2004) SZFMECZ Company from CBC No. 448. Due to the failure implementation for the was judged. verdict on time and certain content from CBC, the Company applied for enforcement to Shenzhen Intermediate People’s Court on 20 December 2004. The Civil Ruling and Execution Order of (2004) SZFZZ No. 1382 and (2005) SZFZZ No. 208 were delivered to CBC on 14 January 2005 from Shenzhen Intermediate People’s Court with verdict that: seal up and freeze the property of CBC (limited as RMB 14,131,575.92) and order CBC performed the effective-ness law documents and relevant obligations within five days since the execution order received. Un-performed undue, the enforcement will exercise by Shenzhen Intermediate People’s Court. Later, the abovementioned two executions was appointed by the Court of Guangzhou Railway Transportation by Guangdong Higher People’s Court, and the case abortion due to no property clue been found. On 12 October 2012, Shenzhen Intermediate People’s Court accepted the bankruptcy reorganization of the CBC, the Company to submit claims of RMB 24,061,322.14 to its administrator. Exactly claims will pursuit to the rule from the court. III. Question from media □ Applicable √ Not applicable No universal questioned by media in reporting period 23 深圳市深宝实业股份有限公司 2013 半年度报告全文 IV. Transaction in assets 1. Acquisition of assets Ratio of Relationship Trading Impact on the profit Counterparty Assets Whether a with price (in gains/losses contributed Disclosure or ultimate acquired Progress Impact on operation of related counterparty 10 of the to listed date (Note Disclosure index controlling or (Note 2) the Company (Note 3) transaction (apply to thousand Company company 5) party replaced or not related Yuan) (Note 4) in total net transaction) profit (%) The transaction was based on the actual development needs of the Company; both parties According followed basis of to the cooperation of equality ‖Related Transaction of purchase and mutual benefit and The second Purchasing Office Site from contract, Shenzhen mutual consultation, in largest Shareholder of Shenzhen the Investment Office 8,684 accordance with the Yes shareholder 2013-05-16 Shenbao Industrial Co., Ltd.‖ Company Holding principles of of the published on Juchao Website has paid transparency, fairness and Company (www.cninfo.com.cn) dated 16 the justice, which without May 2013 transaction damages the interests of price. the Company and shareholders and didn’t affect the company's independence. 24 深圳市深宝实业股份有限公司 2013 半年度报告全文 2. Assets sold Net profit Whethe Whether contributed r the Ratio of ownershi to listed Relationshi debts Trading the profit p of the company Impact on Whether a p with and price (in contribute assets Counterpart Assets Date for from the Pricing related counterpart liability Disclosure 10 d to listed have Disclosure index y sold sales period-begi Company principle transactio y (apply to have date thousan company been n to date for (Note 3) n or not related been d Yuan) in total net transfer sale (in 10 transaction) transfer profit (%) totally or thousand totally not Yuan) or not Publicly ‖Report of Sales of It’s listed on Substantial Assets‖ expected Shenzhen (Revised) and that can United ―Implementation of bring to Property 10% Substantial Assets equity of 2013.8.1 the And Share PepsiCo Not 2013-05-1 Restructuring‖ Shenzhe 9,500 Company Rights No Yes Yes China 6 applicable 3 published on Juchao n investmen Exchange PepsiCo Website t income d to (www.cninfo.com.c of about determine n) dated 13 May 68 million the 2013 and 21 August Yuan. transactio 2013 respectively n price 25 深圳市深宝实业股份有限公司 2013 半年度报告全文 V. Insignificant related transactions 1. Related transaction connected to routine operations Related Proportion transaction in the Related Related Related Related Related Related amount (in amount of Available Date of transaction transaction transaction Pricing principal transaction transaction market Index of disclosure relationship 10 the same settlement disclosure price price parties type content thousand transaction mode Yuan) (%) Measure and calculate the cost base on market price, that is setting ‖Estimated Day-to recommended price after Day Related cost analysis according to Transaction for year Minority of 2013 of Shenzhen shareholder the unit price for raw Zhejiang Purchasing Purchase Not Not Shenbao Industrial of 10,860.29 98.03% Installment 2013-04-22 Wafa goods of tea material purchasing, applicable applicable Co., Ltd.‖ (Revised) controlling subsidiary production cost and sales published on Juchao unit price in market Website provided by Zhejiang (www.cninfo.com.cn) Wafa; in principle, the dated 22 April 2013 price should not higher the 5% of average market price 26 深圳市深宝实业股份有限公司 2013 半年度报告全文 in the previous year, determine final trading price based on fair and justice principle. Total -- -- 10,860.29 -- -- -- -- -- Detail of sales return with major amount Not applicable involved Reasons for major differences between trading price and market reference price (if Not applicable applicable) 2. Related transaction from assets acquisition and assets sold Trading Book value Assessed Fair Related Related Related Transfer Related profit of the value of the market Related price(in and Pricing transferred transferred value (in transaction loss(in Date of transaction transaction transaction ten Index of disclosure relationship principal assets (in ten assets (in ten ten disclosure thousand settlement ten parties type content thousand thousand thousand Yuan) mode thousand Yuan) Yuan)) Yuan) Yuan) In ‖Related Transaction of accordance Purchasing Office Site with the from Shareholder of Shenzhen The second principle Purchase Shenzhen Shenbao Purchase of One-time Investment largest of office 8,801 8,684 2013-05-16 Industrial Co., Ltd.‖ of assets voluntary, payment Holding shareholder space published on Juchao equality, Website mutual (www.cninfo.com.cn) benefit and dated 16 May 2013 fair, and 27 深圳市深宝实业股份有限公司 2013 半年度报告全文 transaction price determined in accordance with market prices. Reasons for major differences between transfer price, book value and assessed value Not applicable (if applicable) The related transaction was based on the actual development needs of the Company, and both parties followed basis Influence of operating results and financial of cooperation of equality and mutual benefit and mutual consultation, in accordance with the principles of condition to the Company transparency, fairness and justice, which without damages to the interests of the Company and shareholders and didn’t affect the company's independence. VI. Significant contracts and its implementation 1. Guarantees In ten thousand Yuan Guarantee for the subsidiaries (not including guarantees to subsidiaries) Guarantee Related Actual date of Complete Name of the Company Guarantee Actual guarantee for related Announcement happening (Date of Guarantee type Guarantee term implementation guaranteed limit limit party (Yes disclosure date signing agreement) or not or no) Guarantee for the subsidiaries Name of the Company Related Guarantee Actual date of Actual guarantee Complete Guarantee Guarantee type Guarantee term guaranteed Announcement limit happening (Date of limit implementation for related 28 深圳市深宝实业股份有限公司 2013 半年度报告全文 disclosure date signing agreement) or not party (Yes or no) Shenzhen Shenbao Joint liability Sanjing Food & Beverage - 3,000 2013-03-11 3,000 1 year Yes Yes assurance Development Co., Ltd Shenzhen Shenbao Joint liability Huacheng Science and - 3,000 2013-03-11 3,000 1 year Yes Yes assurance Technology Co., Ltd Shenzhen Shenbao Joint liability Huacheng Science and - 3,000 2013-05-30 3,000 1 year No Yes assurance Technology Co., Ltd Shenzhen Shenbao Joint liability Sanjing Food & Beverage - 3,000 2013-06-19 2,500 1 year No Yes assurance Development Co., Ltd Shenzhen Shenbao Joint liability Huacheng Science and - 3,000 2013-06-19 2,500 1 year No Yes Technology Co., Ltd assurance Total amount of approving guarantee for Total amount of actual occurred subsidiaries in report period (B1) 3,000 guarantee for subsidiaries in report 14,000 period (B2) Total amount of approved guarantee for Total balance of actual guarantee for subsidiaries at the end of reporting period 9,000 subsidiaries at the end of reporting 8,000 (B3) period (B4) Total amount of guarantee of the Company( total of two abovementioned guarantee) Total amount of approving guarantee in Total amount of actual occurred 3,000 14,000 report period (A1+B1) guarantee in report period (A2+B2) Total amount of approved guarantee at the Total balance of actual guarantee at 9,000 8,000 end of report period (A3+B3) the end of report period (A4+B4) The proportion of the total amount of actually guarantee in the net assets of the 8.81% Company (that is A4+ B4) (%) Including: Explanation on guarantee with composite way 29 深圳市深宝实业股份有限公司 2013 半年度报告全文 VII. Commitments from the Company or shareholders (with over 5% shares held) in or continued to reporting period Dated for Commitment Undertakings Undertaker Contents Implementation commitment term The original shareholders of non circulation shares made the following undertakings during the equity reform: 1. Agricultural Products and Investment Holdings will observe relevant laws, regulations and rules during the equity reform, and perform their legal undertaking obligations; Shenzhen Agricultural 2. Upon completion of the equity reform, in order to provide Products Co., Ltd Observe the Share Merger Reform long-term effective incentives to management, the original Shenzhen Investmentshareholders of non circulation shares, namely Agricultural undertakings Holding Co., Ltd Products and Investment Holdings, will sell the shares which they will hold upon satisfaction of consideration (such shares account for 6%-8% of the total share capital (182,923,088 shares in total ) of the Company to management within 3 years according to their shareholding percentages after the equity reform. Commitments in report of N/A acquisition or equity change Commitments in assets N/A reorganization Commitments in initial public offering or N/A refinancing Other commitments to minority shareholders of the N/A Company 30 深圳市深宝实业股份有限公司 2013 半年度报告全文 Completed on time or not No In accordance with the ―Trial Method of Implementation of Stock Option Incentive for State Holding Listed Company (Domestic) ‖ Detail reasons for jointly issued by SASAC and Ministry of Finance dated 6 December 2006, the stock option incentive plan of the Company should un-complement and further refining according to relevant regulations; the stock option incentive of management team should be promoted, in an appropriate market plan (if applicable) condition, with permission in relevant laws and regulations from the State for original shareholders with non-circulated shares hold. 31 深圳市深宝实业股份有限公司 2013 半年度报告全文 VIII. Engagement and non-reappointment of CPA Whether the semi-annual report was audited or not □ Yes √ No IX. Explanation on other significant events 1. ten percent equity of Shenzhen Pepsi transfer with major assets restructuring involved On 28 December 2012, the shares were suspended when starting trading, because the Company planned to transfer shares of Shenzhen Pepsi. On 10 January 2013, the 3rd meeting of 8th session of the board deliberated and approved to sell 10% equity of Shenzhen Pepsi with RMB 95 million in the way of public trading. By the end of the listing day, a qualified buy Pepsi (China) came into being. According to the property rights trading rules, the equity transfer has entered into the process of contract transfer. On 28February 2013, the Company and PepsiCo (China) signed the equity transfer agreement with the transaction price of RMB 95 million. On 18 March 2013 and 8 April, the Company held the fourth session of the eighth board meeting and the first extraordinary shareholders’ general meeting in 2013 respectively, approved the material assets sale plan, etc. On 10 May 2013, the Company received the Reply on Approval for the Plan of Sales of Major Assets of Shenzhen Shenbao Industrial Co., Ltd (Zheng Jian Xu Ke [2013] No.635) issued by the CSRC, to approve the aforesaid major assets sold. Ownership transfer procedure for 10% equity of Shenzhen Pepsi was completed on 12 June 2013. The eqiuty transfer amount RMB 95 million was received by the Company dated 16 August 2013 from PepsiCo (China), the major assets restructuring with 10% equity of Shenzhen Pepsi concerned was completed. For details, please refer to related announcements disclosed at www.cninfo.com.cn on 18 January, 22 March, 9 April, 13 May 2013 and 21 August 2013. . 32 深圳市深宝实业股份有限公司 2013 半年度报告全文 Section VI. Changes in Shares and Particulars about Shareholders I. Changes in Shares In share Before the Change Increase/Decrease in the Change (+, -) After the Change New Capitalization Proportion Bonus Proportion Amount shares of public Others Subtotal Amount (%) shares (%) issued reserve I. Restricted 22,036,661 8.78% 22,036,661 8.78% shares 1. State-owned corporate 6,783,729 2.7% 6,783,729 2.7% shares 2. Other domestic 15,252,932 6.08% 15,252,932 6.08% shares Including: Domestic legal 7,770,118 3.1% 7,770,118 3.1% person’s shares Domestic nature 7,482,814 2.98% 7,482,814 2.98% person’s shares II. Un-restricted 228,863,493 91.22% 228,863,493 91.22% shares 1. RMB common 202,727,493 80.8% 202,727,493 80.8% shares 2. Domestically listed foreign 26,136,000 10.42% 26,136,000 10.42% shares III. Total shares 250,900,154 100% 250,900,154 100% II. Number of shares and shares held In Share Total shareholders at 21,393 period-end Shareholders with over 5% shares held Amount of Amount of Number of share Proportion of Number of Changes in Nature of pledged/frozen Shareholders shares held shares held at reporting restrict un-restrict shareholder (%) period-end period State of share Amount shares held shares held Shenzhen Agricultural Other 19.09% 47,895,097 0 7,770,118 40,124,979 Products Co., Ltd Shenzhen State-owned 16% 40,143,586 0 6,783,729 33,359,857 Investment legal person 33 深圳市深宝实业股份有限公司 2013 半年度报告全文 Holding Co., Ltd Shenzhen Tianzhong Other 6.44% 16,152,418 -8,970,000 0 16,152,418 Investment Co., Ltd Special account of agreement buy-back of Other 3.58% 8,970,000 8,970,000 0 8,970,000 Huatai Securities Co., Ltd. Domestic Li Duruo 3.5% 8,790,874 -132,210 0 8,790,874 nature person Sino Life Insurance Other 3.31% 8,313,778 8,313,778 0 8,313,778 Co., Ltd. – universal H Domestic Ma Zhihong 1.92% 4,814,900 4,814,900 4,814,900 nature person Domestic Lin Yixiang 1.02% 2,561,002 0 2,561,002 0 nature person Xian Domestic 0.85% 2,134,917 0 2,134,917 0 Pledge 2,134,917 Zhenzhong nature person Domestic Cao Lijun 0.8% 2,012,758 0 2,012,758 0 Pledge 2,012,758 nature person Shenzhen SASAC directly holds 24.09% equity interests of Agricultural Products, indirectly holds Explanation on associated 5.22% equity interests of Agricultural Products and directly holds 100% equity interests of Shenzhen relationship among the Investment Holding. Except for this, the Company was not aware of any related relationship between aforesaid shareholders other shareholders above, and whether they belonged to parties acting in concert as defined by the Acquisition Management Method of Listed Company. Particular about top ten shareholders with un-restrict shares held Type of shares Shareholders’ name Amount of un-restricted shares held at period-end Type Amount RMB Shenzhen Agricultural 47,895,097 common 47,895,097 Products Co., Ltd shares RMB Shenzhen Investment 40,143,586 common 40,143,586 Holding Co., Ltd shares 34 深圳市深宝实业股份有限公司 2013 半年度报告全文 RMB Shenzhen Tianzhong 16,152,418 common 16,152,418 Investment Co., Ltd shares Special account of RMB agreement buy-back of 8,970,000 common 8,970,000 Huatai Securities Co., Ltd. shares RMB Li Duruo 8,790,874 common 8,790,874 shares RMB Sino Life Insurance Co., 8,313,778 common 8,313,778 Ltd. – universal H shares RMB Ma Zhihong 4,814,900 common 4,814,900 shares Xi’an Changliu Investment RMB Management Limited 1,443,951 common 1,443,951 Partnership shares RMB Liu Yi 1,054,300 common 1,054,300 shares RMB Yu Jianjun 953,299 common 953,299 shares Expiation on associated relationship or consistent Shenzhen SASAC directly holds 24.09% equity interests of Agricultural Products, indirectly holds actors within the top 10 5.22% equity interests of Agricultural Products and directly holds 100%equity interests of Shenzhen un-restrict shareholders and Investment Holding. Except for this, the Company was not aware of any related relationship between between top 10 un-restrict other shareholders above, and whether they belonged to parties acting in concert as defined by the shareholders and top 10 Acquisition Management Method of Listed Company. shareholders Explanation on shareholders involving margin Tianzhong Investment, shareholder of the Company, holds 16,152,418 shares through the guarantee requirement (if securities account of customer credit transactions of Huatai Securities Co., Ltd. applicable)(note 4) Whether has a buy-back agreement dealing in reporting period √Yes □No On 27 May 2013, Tianzhong Investment, shareholder of the Company with 8,970,000 shares of the Company held, exercise securities trading of buy-back agreement with Huatai Securities Co., Ltd., the initial trading volume was 8,970,000 shares in buy-back agreement, represeneting 3.58 percent of the total share capital of the Company. In reporting period, no shares with buy-back trading involved in Tianzhong Investment. As of reporting period, 16,152,418 shares of the Company was held by Tianzhong Investment, representing 6.38 percent of the total share capital of the Company. 35 深圳市深宝实业股份有限公司 2013 半年度报告全文 III. Changes of controlling shareholders or actual controller Changes of controlling shareholders in reporting period □ Applicable √ Not applicable Changes of actual controller in reporting period □ Applicable √ Not applicable 36 深圳市深宝实业股份有限公司 2013 半年度报告全文 Section VII. Directors, Supervisors and Senior Executives I. Changes of shares held by directors, supervisors and senior executives □ Applicable √ Not applicable Shares held by directors, supervisors and senior executives have no changes in reporting period, found more details in Annual Report 2012. II. Resignation and dismissal of directors, supervisors and senior executives The Company had no resignation or dismissal of directors, supervisors and senior executives in the reporting. 37 深圳市深宝实业股份有限公司 2013 半年度报告全文 Section VIII. Financial Report I. Auditor’s report Whether the report has been audited or not □ Yes √No II. Financial statement Currency used in note of financial statement is RMB (Yuan) 1. Consolidated Balance Sheet Prepared by Shenzhen Shenbao Industrial Co., Ltd In RMB Items Closing balance Opening balance Current assets: Monetary funds 310,211,598.60 373,422,024.47 Transaction finance asset 208,500.00 Accounts receivable 124,048,223.48 105,402,754.63 Accounts paid in advance 16,191,997.35 28,323,450.51 Other accounts receivable 32,709,966.50 22,251,167.26 Inventories 242,577,007.63 203,462,389.32 Non-current asset due within one year Other current assets 4,423,309.30 1,760,669.36 Total current assets 730,162,102.86 734,830,955.55 Non-current assets: Long-term account receivable Long-term equity investment 25,471,291.08 25,471,291.08 Investment real estate Fixed assets 179,480,359.50 160,018,803.58 Construction in progress 194,408,881.52 94,422,143.01 Engineering material Disposal of fixed asset 38 深圳市深宝实业股份有限公司 2013 半年度报告全文 Productive biological asset 436,156.00 436,156.00 Intangible assets 195,478,271.69 198,302,445.47 Expense on Research and Development Goodwill Long-term expenses to be apportioned 6,284,259.26 6,958,018.09 Deferred income tax asset 2,554,782.97 2,554,782.97 Other non-current asset Total non-current asset: 604,114,002.02 488,163,640.20 Total assets 1,334,276,104.88 1,222,994,595.75 Current liabilities: Short-term loans 80,000,000.00 Accounts payable 38,427,365.64 42,544,365.20 Accounts received in advance 3,098,893.61 2,087,351.44 Wage payable 2,668,977.97 4,937,554.49 Taxes payable 2,649,672.27 2,448,094.70 Interest payable Dividend payable 53,089,213.54 2,909,182.74 Other accounts payable 195,758,077.84 153,192,884.98 Non-current liabilities due within 1 year Other current liabilities 43,137.43 43,137.43 Total current liabilities 375,735,338.30 208,162,570.98 Non-current liabilities: Long-term loans Long-term account payable Special accounts payable Accrual liabilities Deferred income tax liabilities Other non-current liabilities 7,026,087.06 8,661,364.25 Total non-current liabilities 7,026,087.06 8,661,364.25 Total liabilities 382,761,425.36 216,823,935.23 Owners’ equity (or shareholders’ equity): Paid-up capital (or share capital) 250,900,154.00 250,900,154.00 Capital public reserve 568,510,912.82 568,510,912.82 Less: Inventory shares 39 深圳市深宝实业股份有限公司 2013 半年度报告全文 Reasonable reserve Surplus public reserve 40,071,736.73 40,071,736.73 Provision of general risk Retained profit 48,618,872.62 104,733,870.63 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 908,101,676.17 964,216,674.18 Minority interests 43,413,003.35 41,953,986.34 Total owner’s equity(or shareholders’ equity) 951,514,679.52 1,006,170,660.52 Total liabilities and owner’s equity(or shareholders’ 1,334,276,104.88 1,222,994,595.75 equity) Legal representative: Zheng Yuxi Person in charge of accounting works: Wang Zhiping Person in charge of accounting institution: Xu Qiming 2. Balance Sheet of parent company Prepared by Shenzhen Shenbao Industrial Co., Ltd In RMB Items Closing balance Opening balance Current assets: Monetary funds 67,427,759.75 55,033,726.34 Accounts receivable Accounts paid in advance Interest receivable Dividend receivable Other receivables 242,703,401.80 206,844,593.12 Inventories 162,101,202.67 136,549,875.59 Non-current asset due within one year Other current assets 308,987.65 Total current assets 472,541,351.87 398,428,195.05 Non-current assets: Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 884,524,266.12 884,524,266.12 Investment real estate 23,424,568.78 23,840,011.01 Fixed assets 3,421,133.19 3,302,782.72 40 深圳市深宝实业股份有限公司 2013 半年度报告全文 Construction in progress 50,023,561.00 Engineering material Productive biological asset 436,156.00 436,156.00 Intangible assets 5,834,676.10 5,887,134.46 Expense on Research and Development Goodwill Long-term expenses to be apportioned 411,202.22 543,883.58 Deferred income tax asset 1,449,942.42 1,449,942.42 Other non-current asset Total non-current asset 969,525,505.83 919,984,176.31 Total assets 1,442,066,857.70 1,318,412,371.36 Current liabilities: Short-term loans 55,000,000.00 Accounts payable Accounts received in advance Wage payable 638,238.88 3,801,195.32 Taxes payable 82,600.88 87,353.38 Interest payable Dividend payable 53,089,213.54 2,909,182.74 Other accounts payable 315,011,578.14 235,348,510.46 Non-current liabilities due within 1 year Other current liabilities Total current liabilities 423,821,631.44 242,146,241.90 Non-current liabilities: Long-term loans Long-term account payable Special accounts payable Accrual liabilities Deferred income tax liabilities Other non-current liabilities 49,920.00 49,920.00 Total non-current liabilities 49,920.00 49,920.00 Total liabilities 423,871,551.44 242,196,161.90 Owner’s equity (or shareholders’ equity): Paid-up capital (or share capital) 250,900,154.00 250,900,154.00 41 深圳市深宝实业股份有限公司 2013 半年度报告全文 Capital public reserve 583,300,472.29 583,300,472.29 Less: Inventory shares Reasonable reserve Surplus public reserve 40,071,736.73 40,071,736.73 Provision of general risk Retained profit 143,922,943.24 201,943,846.44 Balance difference of foreign currency translation Total owner’s equity(or shareholders’ equity) 1,018,195,306.26 1,076,216,209.46 Total liabilities and owner’s equity(or shareholders’ equity) 1,442,066,857.70 1,318,412,371.36 Legal representative: Zheng Yuxi Person in charge of accounting works: Wang Zhiping Person in charge of accounting institution: Xu Qiming 3. Consolidated Profit Statement Prepared by Shenzhen Shenbao Industrial Co., Ltd In RMB Items Current period Last period I. Total operating revenue 229,743,390.32 114,026,690.16 Including: Operating revenue 229,743,390.32 114,026,690.16 II. Total operating cost 237,304,301.08 131,477,781.95 Including: Operating cost 195,082,954.37 92,593,340.74 Operating tax and extras 784,078.71 662,775.12 Sales expenses 16,359,699.07 6,539,865.06 Administration expenses 25,189,742.50 31,343,771.04 Financial expenses -112,173.57 381,706.23 Losses of devaluation of asset -43,676.24 Add: Changing income of fair value(Loss is listed with ―-‖) 969,367.20 Investment income (Loss is listed with ―-‖) 6,688.65 105,857,836.04 Including: Investment income on affiliated company and joint venture -299,393.90 Exchange income (Loss is listed with ―-‖) III. Operating profit (Loss is listed with ―-‖) -7,554,222.11 89,376,111.45 Add: Non-operating income 6,133,709.15 772,170.63 Less: Non-operating expense 3,410.56 237,648.80 Including: Disposal loss of non-current asset 3,410.56 237,578.80 IV. Total Profit (Loss is listed with ―-‖) -1,423,923.52 89,910,633.28 Less: Income tax expense 3,052,026.68 1,043,256.86 42 深圳市深宝实业股份有限公司 2013 半年度报告全文 V. Net profit (Net loss is listed with ―-‖) -4,475,950.20 88,867,376.42 Including: net profit realized before consolidation by mergered party 0.00 Net profit attributable to owner’s of parent company -5,934,967.21 88,867,376.42 Minority shareholders’ gains and losses 1,459,017.01 VI. Earnings per share -- -- i. Basic earnings per share -0.0237 0.3542 ii. Diluted earnings per share -0.0237 0.3542 VII. Other consolidated income -210,249.15 VIII. Total comprehensive income -4,475,950.20 88,657,127.27 Total consolidated income attributable to owners of parent company -5,934,967.21 88,657,127.27 Total consolidated income attributable to minority shareholders 1,459,017.01 Legal representative: Zheng Yuxi Person in charge of accounting works: Wang Zhiping Person in charge of accounting institution: Xu Qiming 4. Profit Statement of parent company Prepared by Shenzhen Shenbao Industrial Co., Ltd In RMB Items Current period Last period I. Operating revenue 1,200,000.00 2,050,941.33 Less: operating cost 0.00 422,583.09 Operating tax and extras 67,200.00 72,935.33 Sales expenses 266,780.75 Administration expenses 8,858,839.39 17,165,949.80 Financial expenses 367,081.15 -274,315.92 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with ―-‖) 970,867.20 Investment income (Loss is listed with ―-‖) 105,857,836.04 Including: Investment income on affiliated company and joint venture -299,393.90 II. Operating profit (Loss is listed with ―-‖) -8,093,120.54 91,225,711.52 Add: Non-operating income 255,658.70 Less: Non-operating expense 3,410.56 180,081.65 Including: Disposal loss of non-current asset 3,410.56 180,081.65 III. Total Profit (Loss is listed with ―-‖) -7,840,872.40 91,045,629.87 Less: Income tax expense 92,575.65 IV. Net profit (Net loss is listed with ―-‖) -7,840,872.40 90,953,054.22 43 深圳市深宝实业股份有限公司 2013 半年度报告全文 V. Earnings per share -- -- i. Basic earnings per share ii. Diluted earnings per share VI. Other consolidated income -210,249.15 VII. Total comprehensive income -7,840,872.40 90,742,805.07 Legal representative: Zheng Yuxi Person in charge of accounting works: Wang Zhiping Person in charge of accounting institution: Xu Qiming 5. Consolidated Cash Flow Statement Prepared by Shenzhen Shenbao Industrial Co., Ltd In RMB Items Current period Last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 238,998,648.55 176,491,074.07 Write-back of tax received 9,292,591.93 436,438.16 Other cash received concerning operating activities 49,400,632.04 2,938,001.74 Subtotal of cash inflow arising from operating activities 297,691,872.52 179,865,513.97 Cash paid for purchasing commodities and receiving labor service 246,117,728.89 126,671,262.26 Cash paid to/for staff and workers 24,281,608.61 22,096,377.43 Taxes paid 10,886,464.02 12,270,546.05 Other cash paid concerning operating activities 28,253,650.84 15,568,262.71 Subtotal of cash outflow arising from operating activities 309,539,452.36 176,606,448.45 Net cash flows arising from operating activities -11,847,579.84 3,259,065.52 II. Cash flows arising from investing activities: Cash received from recovering investment 215,188.65 152,102,277.68 Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term 840,414.80 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 215,188.65 152,942,692.48 Cash paid for purchasing fixed, intangible and other long-term assets 128,695,710.16 65,533,240.27 Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities 44 深圳市深宝实业股份有限公司 2013 半年度报告全文 Subtotal of cash outflow from investing activities 128,695,710.16 65,533,240.27 Net cash flows arising from investing activities -128,480,521.51 87,409,452.21 III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans 160,000,000.00 145,000,000.00 Cash received from issuing bonds Other cash received concerning financing activities 2,723,285.23 Subtotal of cash inflow from financing activities 160,000,000.00 147,723,285.23 Cash paid for settling debts 80,000,000.00 153,000,000.00 Cash paid for dividend and profit distributing or interest paying 1,525,749.99 3,039,716.43 Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities 100,000.00 500,000.00 Subtotal of cash outflow from financing activities 81,625,749.99 156,539,716.43 Net cash flows arising from financing activities 78,374,250.01 -8,816,431.20 IV. Influence on cash and cash equivalents due to fluctuation in exchange -1,356,574.53 3,151.01 rate V. Net increase of cash and cash equivalents -63,310,425.87 81,855,237.54 Add: Balance of cash and cash equivalents at the period -begin 372,922,024.47 436,842,717.15 VI. Balance of cash and cash equivalents at the period -end 309,611,598.60 518,697,954.69 Legal representative: Zheng Yuxi Person in charge of accounting works: Wang Zhiping Person in charge of accounting institution: Xu Qiming 6. Cash Flow Statement of parent company Prepared by Shenzhen Shenbao Industrial Co., Ltd In RMB Items Current period Last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 1,200,000.00 1,192,862.90 Write-back of tax received Other cash received concerning operating activities 43,471,525.75 126,209,411.56 Subtotal of cash inflow arising from operating activities 44,671,525.75 127,402,274.46 Cash paid for purchasing commodities and receiving labor service 21,341,175.13 79,699.32 Cash paid to/for staff and workers 7,764,120.82 7,395,526.26 Taxes paid 1,193,024.76 1,339,488.17 45 深圳市深宝实业股份有限公司 2013 半年度报告全文 Other cash paid concerning operating activities 3,755,169.07 7,502,361.90 Subtotal of cash outflow arising from operating activities 34,053,489.78 16,317,075.65 Net cash flows arising from operating activities 10,618,035.97 111,085,198.81 II. Cash flows arising from investing activities: Cash received from recovering investment 152,102,277.68 Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term 115,000.00 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 152,217,277.68 Cash paid for purchasing fixed, intangible and other long-term assets 51,953,960.00 1,947,919.14 Cash paid for investment 503,497,641.88 Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 51,953,960.00 505,445,561.02 Net cash flows arising from investing activities -51,953,960.00 -353,228,283.34 III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 105,000,000.00 130,000,000.00 Cash received from bond issuance Other cash received concerning financing activities 1,977,263.06 Subtotal of cash inflow from financing activities 105,000,000.00 131,977,263.06 Cash paid for settling debts 50,000,000.00 100,000,000.00 Cash paid for dividend and profit distributing or interest paying 979,000.00 2,071,163.95 Other cash paid concerning financing activities Subtotal of cash outflow from financing activities 50,979,000.00 102,071,163.95 Net cash flows arising from financing activities 54,021,000.00 29,906,099.11 IV. Influence on cash and cash equivalents due to fluctuation in exchange -291,042.56 rate V. Net increase of cash and cash equivalents 12,394,033.41 -212,236,985.42 Add: Balance of cash and cash equivalents at the period -begin 55,033,726.34 399,181,994.57 VI. Balance of cash and cash equivalents at the period -end 67,427,759.75 186,945,009.15 Legal representative: Zheng Yuxi Person in charge of accounting works: Wang Zhiping Person in charge of accounting institution: Xu Qiming 46 深圳市深宝实业股份有限公司 2013 半年度报告全文 7. Consolidated Statement on Changes of Owners' Equity Prepared by Shenzhen Shenbao Industrial Co., Ltd Current period In RMB Current period Owners' equity attributable to the parent company Items Minority’s Total owners’ Less: General Paid-up capital Capital Reasonable Surplus equity equity Treasury risk Retained profit Others (Share capital) reserves reserve reserves Stock provision I. Balance at the end of last year 250,900,154.00 568,510,912.82 40,071,736.73 104,733,870.63 41,953,986.34 1,006,170,660.52 Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of this year 250,900,154.00 568,510,912.82 40,071,736.73 104,733,870.63 41,953,986.34 1,006,170,660.52 III. Increase/ Decrease in this year (Decrease -56,114,998.01 1,459,017.01 -54,655,981.00 is listed with'"-") (i) Net profit -5,934,967.21 1,459,017.01 -4,475,950.20 (ii) Other consolidated income Subtotal of (i)and (ii) -5,934,967.21 1,459,017.01 -4,475,950.20 (III) Owners' devoted and decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV)Profit distribution -50,180,030.80 -50,180,030.80 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 47 深圳市深宝实业股份有限公司 2013 半年度报告全文 3. Distribution for owners (shareholders) -50,180,030.80 -50,180,030.80 4. Others (V) Carrying forward internal owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Others (VI) Reasonable reserve 1. Withdrawal in this period 2. Usage in this period (VII) Other IV. Balance at the end of the report period 250,900,154.00 568,510,912.82 40,071,736.73 48,618,872.62 43,413,003.35 951,514,679.52 Last year In RMB Last year Owners' equity attributable to the parent company Items Minority’s Total owners’ Less: General Paid-up capital Capital Reasonable Surplus equity equity Treasury risk Retained profit Others (Share capital) reserves reserve reserves Stock provision I. Balance at the end of last year 250,900,154.00 568,700,222.51 32,464,033.34 37,812,102.74 889,876,512.59 Add: retroactive adjustment arising from enterprise consolidation under the same control Add: Changes of accounting policy Error correction of the last period Others 48 深圳市深宝实业股份有限公司 2013 半年度报告全文 II. Balance at the beginning of this year 250,900,154.00 568,700,222.51 32,464,033.34 37,812,102.74 889,876,512.59 III. Increase/ Decrease in this year -189,309.69 7,607,703.39 66,921,767.89 41,953,986.34 116,294,147.93 (Decrease is listed with'"-") (i) Net profit 74,529,471.28 -465,546.20 74,063,925.08 (ii) Other consolidated income -210,249.15 -210,249.15 Subtotal of (i)and (ii) -210,249.15 74,529,471.28 -465,546.20 73,853,675.93 (III) Owners' devoted and decreased capital 20,939.46 42,419,532.54 42,440,472.00 1. Owners' devoted capital 42,400,000.00 42,400,000.00 2. Amount calculated into owners' equity paid in shares 3. Others 20,939.46 19,532.54 40,472.00 (IV)Profit distribution 7,607,703.39 -7,607,703.39 1. Withdrawal of surplus reserves 7,607,703.39 -7,607,703.39 2. Withdrawal of general risk provisions 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Others (VI) Reasonable reserve 1.Withdrawal in this period 2.Usage in this period (VII) Other 49 深圳市深宝实业股份有限公司 2013 半年度报告全文 IV. Balance at the end of the report period 250,900,154.00 568,510,912.82 40,071,736.73 104,733,870.63 41,953,986.34 1,006,170,660.52 Legal representative: Zheng Yuxi Person in charge of accounting works: Wang Zhiping Person in charge of accounting institution: Xu Qiming 8. Statement on Changes of Owners' Equity of Parent Company Prepared by Shenzhen Shenbao Industrial Co., Ltd Current period In RMB Current period Items Less: Paid-up capital (Share Reasonable Surplus General risk Total owners’ Capital reserves Treasury Retained profit capital) reserve reserves reserve equity Stock I. Balance at the end of last year 250,900,154.00 583,300,472.29 40,071,736.73 201,943,846.44 1,076,216,209.46 Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of this year 250,900,154.00 583,300,472.29 40,071,736.73 201,943,846.44 1,076,216,209.46 III. Increase/ Decrease in this year (Decrease is listed -58,020,903.20 -58,020,903.20 with'"-") (i) Net profit -7,840,872.40 -7,840,872.40 (ii) Other consolidated income Subtotal of (i)and (ii) -7,840,872.40 -7,840,872.40 (III) Owners' devoted and decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 50 深圳市深宝实业股份有限公司 2013 半年度报告全文 3. Others (IV) Profit distribution -50,180,030.80 -50,180,030.80 1. Withdrawal of surplus reserves 2. Withdrawal of general risk reserve 3. Distribution for owners (shareholders) -50,180,030.80 -50,180,030.80 4. Others (V) Carrying forward internal owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserves 4. Others (VI) Reasonable reserve 1. Withdrawal in this period 2. Usage in this period (VII) Other IV. Balance at the end of the report period 250,900,154.00 583,300,472.29 40,071,736.73 143,922,943.24 1,018,195,306.26 Last year In RMB Last year Items Less: Paid-up capital (Share Reasonable Surplus General risk Total owners’ Capital reserves Treasury Retained profit capital) reserve reserves reserve equity Stock I. Balance at the end of last year 250,900,154.00 583,510,721.44 32,464,033.34 133,474,515.96 1,000,349,424.74 Add: Changes of accounting policy Error correction of the last period 51 深圳市深宝实业股份有限公司 2013 半年度报告全文 Others II. Balance at the beginning of this year 250,900,154.00 583,510,721.44 32,464,033.34 133,474,515.96 1,000,349,424.74 III. Increase/ Decrease in this year (Decrease is listed -210,249.15 7,607,703.39 68,469,330.48 75,866,784.72 with'"-") (i) Net profit 76,077,033.87 76,077,033.87 (ii) Other consolidated income -210,249.15 -210,249.15 Subtotal of (i)and (ii) -210,249.15 76,077,033.87 75,866,784.72 (III) Owners' devoted and decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV) Profit distribution 7,607,703.39 -7,607,703.39 1. Withdrawal of surplus reserves 7,607,703.39 -7,607,703.39 3. Withdrawal of general risk reserve 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserves 4. Others (VI) Reasonable reserve 3. Withdrawal in this period 4. Usage in this period 52 深圳市深宝实业股份有限公司 2013 半年度报告全文 (VII) Other IV. Balance at the end of the report period 250,900,154.00 583,300,472.29 40,071,736.73 201,943,846.44 1,076,216,209.46 Legal representative: Zheng Yuxi Person in charge of accounting works: Wang Zhiping Person in charge of accounting institution: Xu Qiming 53 深圳市深宝实业股份有限公司 2013 半年度报告全文 III. Company profile 1. Historical development of the Company Shenzhen Shenbao Industrial Co., Ltd. (formerly named Shenzhen Shenbao Canned Food Company), obtained approval (Document (1991) No.978) from Shenzhen Municipal People’s Government to change to the present name as at 1 August 1991. Then with the approval (Document (1991)No.126) from People’s Bank of China, the Company began to list on Shenzhen Stock Exchange. The Company initially issued 107,312,935 shares in the stock exchange. In 1992, one bonus share was dispatched for each 10 shares held by its shareholders, thus totally 10,731,290 shares were increased. In 1993, one bonus share and one allotted share were dispatched for each 10 shares held by its shareholders, thus totally 20,878,845 shares were increased. Sequent, one bonus share was dispatched for each 10 shares held by shareholders upon the basis of total share capital as at the end of 1996, and capitalizing of capital reserves was carried out at one to ten basis, thus totally 27,784,614 shares were increased. In 2001, based on the total share capital as at the end of 1999, 3 shares were allotted for each 10 shares held by shareholders, and totally 15,215,404 shares were allotted. The registered capital of the Company amounts to RMB181, 923,088.00. On 22 June 2011, the Company privately offering 68,977,066 shares of RMB ordinary share (A share) to target investors with issuing price of RMB 8.70 each while book value of RMB 1.00. Total monetary capital RMB 600,100,474.20 was raised. Change procedures of industrial and commerce has completed on 12 July 2011. Register capital of the Company changed as RMB 250,900,154.00. Registed address of the Company: South 20/F, Education Technology Mansion, Zhuzilin, Futian District, Shenzhen, P.R. China; license No.: 440301103223954 2. Nature of business The Company belongs to the manufactuing industry of beverage and refined tea. 3. Business scope Main business scope including: production of tea, tea products, extract of tea and natural plant, canned food, beverage and native products ( business license for the production place should apply separately); technology development and technology service of tea, plant products, soft beverage and foods; info tech development and supporting service; e-business; invesetment, operation, management and development of tea plantation; investment in industrial projects (apply separately for detail projects); domestic trading(excluding special sales, specific control and exclusive commodity); prepackaged food (excluding reheating prepackaged food); wholesales (in non-physical way); import and export business; engaged in real estate development and operation in the land legally obtained; lease and sales of the self-owned property and property management.‖ (as for the projects subject to examination and approval regulated by the state laws, administrative regulations and state council, approval should be obtained before operation) 4. Main products and labor service The Company mainly engaged in the products of tea series of ―Jindiao‖ brand including instant tea power and tea concentrate; rock tea of ―Xing Jiu‖ serial; ―Jufangyong‖ longjing green tea; ―Gutan‖ red tea and serials of ―Fu Hai Tang‖; seasoning series under ―Sanjing‖ brand include oyster sauce, olive vegetable, and soy; beverages series under ―Shenbao‖ brand include daisy tea, lemon tea, and wax gourd tea etc. 5. Basic structure of the Company The highest authority organ of the Company is general meeting, and general manager take charge of the Company under the board. Based on the needs for business development, the Company set function departments like office of the Board, office of General Manager, HR department, financial management department, investment development department, brand planning department, caffeine deep processing division, R&D center, inspection office and internal audit department etc. 54 深圳市深宝实业股份有限公司 2013 半年度报告全文 IV. Major accounting policy, accounting estimation and prior-period errors correction 1. Basis of preparation of financial statements Based on continuing operation, the Company conducts recognition and measurement according to actual occurrence of transactions and issues, pursuant to the Accounting Standard for Business Enterprise -Basic Standard and No.38 detailed accounting principle issued by the ministry of finance on 15 February 2006 as well as the application guidance for the accounting principles for enterprise, interpretation to the accounting principles for enterprise and other related requirements (hereinafter referred to as Accounting Standard for Business Enterprise) later issued by the ministry of finance, as well as the Information Disclosure Preparation Rules for Company Public Issuing Securities No.15-General Rules for Financial Report (amended in 2010) of the CSRC. And financial report is prepared on such basis. 2. Statement for observation of Accounting Standard for Business Enterprise The financial statements prepared by the Company are in accordance to requirements of Accounting Standard for Enterprise, which truly and completely reflect the information related to financial position, operational results and cash flow of the Company. 3. Accounting period One accounting period falls to the range starting from Gregorian calendar of 1 January to 31 December. 4. Standard currency The Company and its subsidiaries take RMB as the standard currency for bookkeeping. 5. Accounting treatment for business combinations under the same control and those not under the same control (1)Business combination under the same control As for the business combination under the same control, assets and liabilities acquired by the acquirer in such business combination shall be measured under their book value as at the combination date. As for the difference between the book value of net assets acquired by the acquirer and the book vale of combination consideration paid (or aggregate carrying value of shares issued), it is used to adjust capital reserve. If capital reserve is insufficient to off set, then the retained earnings shall be adjusted. In case that the accounting policies of acquiree differ from that of the Company, the Company shall make adjustment under its own accounting policies as at the combination date, on the basis of which, to make recognition according to enterprise accounting principles. (2)Business combination not under the same control As for the business combination not under the same control, combination costs shall be the fair value of assets paid, liabilities occurred or assumed and equity securities issued by the acquirer for the purpose of acquiring the control over the acquiree on the purchase date. As for the business combination not under the same control realized through several exchange transactions step by step, related accounting treatment shall be conducted based on individual financial statement and combined financial statement: (1)in individual financial statement, book value of the equity investment held in the acquiree prior to the acquisition date and the new investment cost of the acquisition date shall be the initial investment cost of this investment; if the equity investment held in the acquiree prior to the acquisition date involves other comprehensive income, such comprehensive income related to this investment (i.e. change of fair value of financial assets available for sale which is recorded in capital reserve) shall be transferred to current investment income. (2) In combined financial statement, the equity investment held in the acquiree prior to the acquisition date shall be re-measured under its fair value as at the acquisition date; difference between the fair value and its book value shall be recorded in current investment income. If the equity investment held in the acquiree prior to the acquisition date involves other comprehensive income, such comprehensive income related to this investment shall be transferred to current investment income as of the acquisition date. 55 深圳市深宝实业股份有限公司 2013 半年度报告全文 The intermediate expenses occurred by acquirer for business combination such as audit, legal service and appraisal consultation expenses and other related management expenses shall be recorded in current gains and losses when occurred; the trading expenses for such equity securities or debt securities issued by acquirer as combination consideration shall be recorded in initial recognition amount of the equity securities or debt securities. Goodwill is realized by acquirer as for the difference between the combination cost and the fair value of the recognizable net assets of the acquiree acquired by acquirer in such business combination. In case that the above cost is less than the above fair value even with re-review, then the difference shall be recorded in current gains and losses. 6. Methods for preparation of consolidated financial statements (1) Methods for preparation of consolidated financial statements The consolidation scope of the consolidated financial statements of the Company is fixed on the basis of control, and all subsidiaries have been consolidated. The accounting policies and accounting period adopted by the subsidiaries taken into account of the consolidation scope are in line with the Company. If it is not the same as the Company, necessary adjustments will be made when preparing consolidated financial statements according to the accounting policy and accounting period of the Company. Based on the financial statements of the Company and its subsidiaries, the Company prepares the consolidated financial statements by reference to other related information after adjustment in its long-term equity investments to subsidiaries by equity method. When consolidating financial statements, the Company shall offset all effects upon consolidated balance sheet, consolidated profit statement, consolidated cash flow statement and consolidated statement of changes in equity arising from the internal transactions between the Company and each subsidiary and between various subsidiaries. Concerning the balance between the current losses shared by minority shareholders of subsidiaries exceeding the proportion shared by those shareholders in beginning owners’ equity of those subsidiaries, the balance shall be used to offset minority equity. During the report period, beginning amounts in consolidated balance sheet shall be subject to adjustment if business combination under the same control results in additional subsidiaries; income, expense and profit of such subsidiaries occurred during the whole consolidation period shall be accounted into consolidated profit statement; and the cash flow of subsidiaries occurred during the whole consolidation period shall be accounted into consolidated cash flow statement. During the report period, beginning amounts in consolidated balance sheet is not subject to adjustment if business combination not under the same control results in additional subsidiaries; income, expense and profit of such subsidiaries occurred during the period commencing from purchase day to the end of reporting year shall be accounted into consolidated profit statement; and the cash flow of such subsidiaries occurred during the period commencing from purchase day to the end of reporting year shall be accounted into consolidated cash flow statement. During the report period, if the Company disposes subsidiaries, then the income, expense and profit of the subsidiaries occurred during the period commencing from period-begin to the disposal day shall be written into consolidated profit statement; and cash flow arising during such period of such subsidiaries shall be written into consolidated cash flow statement. In case that a company losses control over the original subsidiary due to disposal of certain equity investment or other reasons, then in combined financial statement, the remaining equities shall be re-measured based on its fair value as at the date when the control is lost. The sum between the consideration received from equity disposal and fair value of the remaining equity less the net assets of the original subsidiary entitled by the company calculated under the previous shareholding proportion on a continuing basis since the acquisition date shall be recorded in investment income of the period when the control is lost. Other comprehensive income related to equity 56 深圳市深宝实业股份有限公司 2013 半年度报告全文 investment in original subsidiary shall be transferred to current investment income when the control is lost. (2)Disclosure of related accounting method for buy-and-resell or sell-and-repurchase of equities in the same subsidiary within two successive accounting years 7. Recognition standards for cash and cash equivalents When preparing cash flow statement, the Company recognized the stock cash and deposits available for payment at any time as cash, and investments featuring with the following four characters at the same time as cash equivalents: short term (expire within 3 months commencing from purchase day), active liquidity, easy to convert to already-known cash, and small value change risks. 8. Foreign currency business and the conversion of foreign currency statement (1) Foreign currency business For the foreign currency business, the Company converts the foreign currency into RMB for book-keeping based on spot exchange rate at date of trading occurred. Balance of foreign currency monetary items shall be converted based on the spot rate as at the balance sheet date, and the arising exchange difference shall be recorded in current gains and losses other than those arising from the special foreign currency borrowings related to purchasing assets qualifying for capitalization which is treated under the principle of borrowing expense capitalization. As for the foreign currency non-monetary items measured in historical cost, conversion is still conducted with the spot rate as at the transaction date, without any change to its functional currency. As for the foreign currency non-monetary items measured in fair value, conversion is conducted with the spot rate as at the date for determination of fair value, and the arising exchange difference shall be recorded in current gains and losses or capital reserve. (2) Translation of foreign currency statement 9. Financial instruments Financial instruments include financial assets, financial liabilities and equities instruments. (1) Categories of financial instruments According to the purposes held for financial assets and liabilities, the management categorizes them into: financial assets or financial liabilities at fair value through current gains and losses, including transactional financial assets or financial liabilities; held-to-maturity investment; accounts receivable; financial assets available for sale; other financial liabilities, etc. (2) Recognition evidence and measurement methods for financial instruments (1) Financial assets (financial liabilities) at fair value through current gains and losses Such assets bear initial recognition amounts at fair value (after deduction of cash dividends declared but not granted yet or bond interests which arrives at settlement moment but not collected yet) when being obtained, and relevant transaction expense falls into current gains and losses. Interests or cash dividends acquired during holding are recognized as investment income, and movement of fair value is recorded in current gains and losses as at year end. When disposing such assets or liabilities, the Company shall recognize the difference between fair value and initial booking amount as investment income, and gains and losses from movements of fair value shall be subject to adjustment at the same time. (2) Held-to-maturity investment Held-to-maturity investment bears initial recognition amount at aggregate of fair value (after deduction of bond interests which arrives at settlement moment but not collected yet) and relevant transactional expenses when being obtained. When holding such investments, interest income is calculated and recognized according to remaining amortized cost and effective interest rate, and then written into investment income. Effective interest rate is recognized when obtaining such investments, and not subject to change during the expected duration period or applicable shorter 57 深圳市深宝实业股份有限公司 2013 半年度报告全文 period. When disposing such investments, the Company shall treat the balance between the payment for obtaining such investments and carrying value thereof as investment income. (3)Account receivables As for the creditor’s right receivables arising from commodity sales or labor service provision and the creditor’s right arising from holding debt instruments of other companies (excluding those which have quotation on active market) such as account receivables, other receivables, note receivables, account paid in advance and long term account receivables, the initial recognition amount shall be determined based on the contract or agreement amount receivable from the purchaser. If such creditor’s right has financing nature, then initial recognition shall be made based on its present value. Difference between the amount received from recover or disposal and the book value of the account receivables shall be recorded in current gains and losses. (4) Financial assets available for sale Financial assets available for sale bear initial recognition amount at aggregate of fair value (after deduction of cash dividends declared but not granted yet or bond interests which arrive at settlement moment but not collected yet) and relevant transactional expenses when being obtained. Interests or cash dividends acquired during holding are recognized as investment income. They will be measured at fair value and movements of their fair values shall be recorded in capital reserve (other capital reserve) at year end. When disposing such assets, the Company shall treat the balance between the payments for obtaining such financial assets and carrying value thereof as investment gains and losses; meanwhile, the amounts correspondingly disposed due to accumulative movements of fair value originally recorded in owners’ equity directly shall be reversed out and recorded in investment gains and losses. (5) Other financial liabilities Other financial liabilities bear initial recognition amount at aggregate of fair value and relevant transactional expenses. Subsequent measurement is conducted at amortized cost. (3) Confirmation evidence and measurement methods for transfer of financial assets When transfer of financial assets occurs, the Company shall stop recognition of such financial assets if all risks and remunerations related to ownership of such financial assets have almost been transferred to the receiver; while shall continue to recognize such financial assets if all risks and remunerations related to ownership of such financial assets have almost been retained. When judging whether or not the aforesaid terminal recognition condition for financial assets is arrived at for transfer of financial assets, the Company generally adopts the principle that substance overweighs format. The Company divides such transfer into entire transfer and part transfer. As for the entire transfer meeting condition for discontinued recognition, balance between the following two items is recorded in current gains and losses: (1)Carrying value of financial assets in transfer; (2)Aggregate of the consideration received from transfer and accumulative movements of fair value originally recorded in owners’ equity directly (applicable when financial assets involved in transfer belong to financial assets available for sale). As for the part transfer meeting condition for discontinued recognition, entire carrying value of financial assets in transfer is shared by discontinued recognition part and continued recognition part, in light of their respective fair value. Balance between the following two items is recorded in current gains and losses: (1)Carrying value of discontinued recognition part; 58 深圳市深宝实业股份有限公司 2013 半年度报告全文 (2)Aggregate of the consideration of discontinued recognition part and amount of such part attributable to accumulative movements of fair value originally recorded in owners’ equity directly (applicable when financial assets involved in transfer belong to financial assets available for sale). Financial assets are still subject to recognition if transfer of such assets doesn’t satisfy the condition for discontinued recognition. And consideration received is recognized as financial liability. (4) De-recognition condition for financial liability As for the financial liabilities with its whole or part present obligations released, the company shall de-realize such financial liabilities or part of it. if the company enters into agreement with its creditor to substitute for the existing financial liabilities by means of assuming new financial liabilities, then the company shall de-realize the existing financial liabilities and realize the new financial liabilities provided that the contract clauses of the new and the existing financial liabilities are different in substance. If the company makes substantial amendment to the whole or part contract clauses of the existing financial liabilities, it shall de-realize the existing financial liabilities or part of it. Meanwhile, the financial liabilities with amendment to its clauses shall be realized as new financial liabilities. In case of derecognizing of financial liabilities in whole or part, the difference between the carrying value of such de-realized financial liabilities and consideration paid (including the non-cash assets exchanged or new financial liabilities assumed) shall be recorded in current gains and losses. In case that the company repurchases part of financial liabilities, based on the comparative fair value of the continuing recognition part and the derecognizing part, the company shall allocate the carrying value of the financial liabilities in whole on the repurchase date. Difference between the carrying value allocated to the derecognizing part and the consideration paid (including the non-cash assets exchanged or new financial liabilities assumed) shall be recorded in current gains and losses. (5)Determination method for fair value of financial assets and financial liabilities As for the financial assets and financial liabilities measured by fair value and in case that there are active market for those assets and liabilities, then the fair value shall be determined based on the quotation on active market; in case that there are no such active market for financial assets and financial liabilities, the fair value shall be determined by evaluation technology (including by reference to the price adopted by the willing parties who are familiar with the situation in their latest market transaction, by reference to the prevailing fair value of other financial instruments which are the same in substance, cash flow discount method and option pricing pattern); as for the financial assets initially acquired or financial liabilities assumed, their fair value are determined based on the market transaction prices. (6)Testing method for impairment of financial assets (excluding account receivables) and provision of impairment reserve The company reviews the carrying value of the financial assets (excluding those measured by fair value and the change thereof is recorded in current gains and losses) on the balance sheet date, if there is objective evidence showing impairment of the financial assets, it shall provide impairment reserve. (1) Impairment reserve of financial assets available for sale: If the financial assets available for sale experience great decline as to its fair value at the period end, or it is predicted that the decline trend is not temporary after taking into account various factors, the assets would be deemed as impaired. The accumulative losses arising from decrease of fair value which shall be originally recorded in owners’ equity directly shall be transferred out and realize impairment losses. (2) Impairment reserve of held-to-maturity investment: As for the held-to-maturity investment, if there is objective evidence showing impairment of the investment, impairment loss shall be realized according to the difference between the carrying value and the present value of the predicted future cash flow; if there is evidence showing that the value has been recovered after the provision, then the impairment loss previously realized can be transferred back and recorded in current gains and losses, provided that the carrying value transferred back shall not exceed the amortized cost of the financial assets as at the transfer-back date assuming no impairment reserve has ever been provided. 59 深圳市深宝实业股份有限公司 2013 半年度报告全文 (7)As for reclassification of un-matured held-to-maturity investments into financial assets available for sale, please explain the holding purposes or references for change of ability 10. Recognition standards and accrual method for bad debt provision for accounts receivable Accounts receivable refer to trade receivables and other receivables. The Company adopts the following standards for recognition of bad debt: ①debts which can not be collected by settlement with bankruptcy properties or heritage of debtors who face revoke, bankruptcy or death, and cash flow is in serious shortage; ②debts which are past due while not settled by debtors and featured with obvious characteristics indicating that it is not able to collect. Account receivable is recognized as bad debt losses if there are obvious evidences indicating that the accounts are not possible to collect, and the provision of bad debt reserve shall then be offset. The Company adopts allowance method to calculate bad debt reserve which is likely to happen. (1) Account receivable with single significant item and withdrawal bed debt provision separately Amount occupied 10 percent (including 10 percent) of the Determine basis or amount standards for single significant amount balance of account receivable. Conducted impairment testing separately, balance between withdrawal method for account with single significant amount and the present value of future cash flow and its carrying value, withdrawal single item bad debt provision bad debt provision withdrawal and reckoned into current gains/losses. (2) Accounts whose bad debts provision was accrued by combination Methods on withdrawal of Combination bad debt provision based on Basis for combination recognized combination Account receivable with bad Account receivable without impairment occurred after testing debt provision accrued by age Age analysis combination independently In combination, accounts whose bad debts provision was accrued by age analysis: √ Application □ Not application Withdrawal proportion for account Withdrawal proportion for other account receivable Aging receivable (%) (%) Within one year (one year 0% 0% included) 1-2 years 5% 5% 2-3 years 10% 10% Over 3 years 15% 15% 3-4 years 15% 15% 4-5 years 15% 15% Over 5 years 15% 15% In combination, withdrawal proportion of bad debt provision based on balance proportion: □Applicable √Not applicable In combination, withdrawal proportion of bad debt provision based on other methods: 60 深圳市深宝实业股份有限公司 2013 半年度报告全文 □Applicable √Not applicable (3) Accounts with single significant amount and bad debts provision accrued individually Existence of objective evidence showing possible impairment, such as withdrawal, Reasons for provision of bad debt reserve bankruptcy or death of debtor, debt can not be recovered or insufficient cash flow after settlement with the bankruptcy property or heritage. As for the account receivables where objective evidence shows impairment may Provision method of bad debt reserve occur, it shall be separated from the related group and conduct impairment test individually, thus to realize impairment losses. 11. Inventories (1) Classification 1. Classification of inventories: the inventories of the Company mainly comprise of inventory commodities, delivered commodities, unfinished products, raw materials, package materials, low-value consumables and entrusted process materials, develop cost, planned development land, developed products as well as leasing developed products. (2) Calculation method of inventory Calculation method: Weighted Average Inventories are priced at costs when purchased or delivered to stock, and by weighted average method when delivered out from stock (3) Recognized standards of the net realizable value for inventory and withdrawal method on provision of inventory After inventory at period-end, the inventories are accounted depending on which is lower between the cost and the net realizable value or adjusted the provision of inventory. The net realizable value of finished goods, products and sellable materials, in normal business production, is measured as the residual value after deducting the estimated sales expense and related taxes and fees from the estimated selling price; the net realizable value of an item of inventories subject to further processing, in normal business production, is measured as the residual value after deducting the sum of the estimated costs of completion, sales expense and related taxes and fees from the estimated selling price of the sellable item. The net realizable value of the quantity of inventories held to satisfy firm sales or service contracts is based on the contract price. If the sales contracts are for less than the inventory quantities held, the net realizable value of the excess is based on general selling prices. An impairment allowance, if any, is generally individually recognized for each type of inventories at period-end except: For an individual impairment allowance, if any, is recognized for the whole category of inventories of low value and large quantities; and for an individual impairment allowance, if any, is recognized for a group of inventories, which are held for the production and sales of products of a single territory and for identical or similar usages or purposes, and which are indistinguishable from other types of inventories within the group. If the previous factors resulting in deduction of inventories values disappear, then such deduction of value shall be reversed back from the original provision of inventory depreciation reserve, and turns to current gains and losses. (4) Inventory system Inventory system is the perpetual inventory system. (5) Amortization of low-value consumables and packaging materials Low-value consumables: divide second amortize method Adopt amortization method for low-value consumables; Packing materials: one-off amortization method Packing materials are recorded in production cost at once when being received. 12. Long-term equity investment (1) Recognition of investment cost (1) Long-term equity investment formed from business combination under the same control: if the Company takes cash payment, transfers non-cash assets or undertakes debts and issues equity securities as consideration for combination, the share of carrying value of owner's equity of the merged party on the merger date shall be taken as the initial investment cost for such long-term equity investment. Capital reserve is subject to adjustment at 61 深圳市深宝实业股份有限公司 2013 半年度报告全文 difference between the initial investment cost and combination consideration paid for the long-term equity investment; or otherwise adjust retained profit if the capital reserve is not enough for offset. Each direct expense related to business combination, among other things, the audit fee, valuation expense and law service expense paid for business combination shall be written into current gains and losses upon happening. If there has consolidation financial statements in merged party, determined initial investment cost of long-term equity investment, and based on owners’ equity of consolidated financial statements on merged date of the merged party. Long-term equity investment formed from business combination not under the same control: the combination cost is the asset given, liabilities occurred or undertaken by the Company for obtaining controlling power, and the fair value of equity securities issued. And various related expenses occurred directly for business combination, including auditing charge, legal service, evaluation consultancy and other agency charges paid by business combination as well as relevant administration expenses should be reckoned into current gains/losses during which they are incurred. As for those expenses from issuance of equity securities or debt securities by combination consideration, reckoned into initial recognized amount for equity securities or debt securities. The enterprise achieved amalgamation under different control systematically through multiple transactions should distinguish the individual financial statements and combined financial statement and handle relevant accounts: In the individual financial statements, the sum of book value of equity investment held by the acquiree before the date of purchase and the newly increased investment cost on the date of purchase should be taken as the initial investment cost of this investment, and the stock rights held by the acquiree before the date of purchase related to other consolidated income should be transformed into the current investment income with other relevant consolidated income (for example, the part of fair value change of financial assets available for sale reckoned in the capital reserve, similar hereinafter) when disposing this investment. In the combined financial statement, the stock rights held by the acquiree before the date of purchase should be calculated again according to the fair value on the date of purchase, the balance between the fair value and its book value should be reckoned in the current investment income. The stock rights held by the acquiree before the date of purchase and related to other consolidated income should be transformed into the current investment income with other relevant consolidated income and other consolidated income related to it should be transformed into the current investment income on the date of purchase. In the combination contract, those that make convention for the future events which may affect the combined cost and those that estimate the future events are likely to take place on the date of purchase and the amount affecting the combine cost can be calculated reliably should also be included in the combined cost. (2) Long-term equity investments obtained through other ways For long-term equity investments obtained through payment with cash, then the actual payment shall be viewed as initial investment cost. For long-term equity investments obtained through issuance of equity securities, then the fair value of such securities shall be viewed as initial investment cost. For long-term equity investments input by investors, then the value agreed in investment contract or agreement (after deduction of cash dividend or profit declared while not granted yet) shall be viewed as initial investment cost, while excluding the value agreed in contract or agreement is not fair valued. Under the precedent condition that non-monetray assets exchanges are featured with commercial nature and fair values of exchange-in or exchange-out assets can be reliably measured, long-term equity investment exchange-in through non-monetary assets exchange shall be recognized with initial investment cost on the basis of the fair value of the assets exchange-out, unless there is obvious evidence showing that fair value of exchange-in assets is more reliable; as for non-monetray assets exchanges not satisfying such precedent condition, initial investment cost of exchange-in long-term equity investment falls to the carrying value of exchange-out assets and relevant taxes payable. For long-term equity investments obtained through debt reorgnization, its initial investment cost is recognized based on fair value. 62 深圳市深宝实业股份有限公司 2013 半年度报告全文 (2) Subsequent measurement and recognition of gains and losses (1) Subsequent measurement: As for long-term equity investment made by the Company to its subsidiaries, calculation is conducted by cost method, while equity method is adopted for adjustment when preparing consolidated financial statements. Cost method is used for calculation when the Company has no common control or significant influence over the invested units. Besides, such long-term equity investments have no quotation in an active market and their fair values can’t be reliably measured. Equity method is used for calculation when the Company has common control or significant influence over the invested units. When initial investment cost is higher than the share of fair value of net realizable assets of the invested unit, then the initial investment cost of the long-term equity investment remains with no adjustment; while if the aforesaid former is lower than the later, then difference shall be recorded in current gains and losses. Disposal of other changes in owners’ equity (except for changes in net gains and losses) of the invested units: for other changes in owners’ equity (except for changes in net gains and losses) of the invested units, with shareholding proportion held constant, the Company computers how much it should share or undertake according to the shareholding proportion, adjusts carrying value of such long-term equity investment and increase or decrease capital reserve (other capital reserve) at the same time. In period of investment held, if invested units provide consolidated financial statements, should calculated base on consolidated financial statement, net profit and other changes of investment. (2) Recognition of gains and losses Under cost method for recognition of gains & losses, other than payment actually paid for obtaining investment or cash dividend or profit included in consideration which has been declared while not granted yet, the Company recognizes investment income according to its share in the cash dividend or profit declared for grant by the invested unit. Under equity method, investment enterprise should recognized net profit of invested unit after adjustment, based on fair value of vary identifiable assets of invested unit while obtained investment, while recognized net profit or net losses of invested units that should be enjoy by investment enterprise; the transaction gains/losses attributable to investment enterprise, internally occurred between investment enterprise, affiliated units and joint-ventures should calculated by proportion of shares-holding which should be offset, than recognized investment gains/losses; when the Company is confirmed to share losses of the invested units, the following order shall prevail for disposal: first of all, offset carrying value of long-term equity investment. Second, for long-term equity investment whose carrying value is not enough for offset, investment loss should be continued to recognize within the limit of carrying value of other long-term equity which substantially forms net investment to invested units, to offset carrying value of long-term items receivable. At last, after the aforesaid treatment, if enterprise still bears additional duties according to investment contract or agreement, projected liabilities are recognized in accordance to the the obligations which are expected to undertake, and then recorded in current gains and losses. In the event that the invested unit realizes profit in later periods, the Company will adopt disposal adversed to the above order after deduction the unrecognized share of loss, i.e. write off the carrying value of the recognized projected liabilities, recover carrying value of long-term equity which substantially forms net investment to invested unit and long-term equity investment, and recognize investment income at the same time. (3) Evidence showing common control and significant influence with invested units Common control over certain economic activity agreed by contract only exist when investors who need to share control power on material financial and operation decisions related to such economic activity make unanimous agreement, and then it is deemed as common control implemented by other parties to invested unit; if a party has power to join decision-making related to finance and operation of an enterprise, while no ability of control or joint control with other parties upon establishement of such decisions, the party is then deemed that it has significant influence upon invested unit. (4) Impairment testing and withdrawal of the impairment For long-term equity investment with no significant influence, no quotation in active market and whose fair value could not be reliably measured, its impairment reserve is recognized based on the balnce between its carrying 63 深圳市深宝实业股份有限公司 2013 半年度报告全文 value and present value recognized through discounted future cash flow of similar financial assets at the prevailing market rate of return. For other long-term equity investments (except for goodwill) formed from business combination where impairment signs appear, if the measurement on the recoverable amount shows that the recoverable amount of such long-term equity investment is lower than its fair value, then the difference is recognized as impairment loss. Long-term equity investment calculated base on cost, take depreciation into consideration for long-term equity investment after recognized investment income from cash bonus or profit distribution announced by the invested units. As for goodwill formed from business combination, impairment testing will be made each year, no matter whether or not there is impairment indication. Once impairment loss is recognized for long-term equity investment, there will be no stand for any reversal. 13. Investment real estate Investment real estate is defined as the real estate with the purpose to earn rent or capital appreciation or both, including the rented land use rights and the land use rights which are held and prepared for transfer after appreciation, the rented buildings. The investment property of the Company is accounted at its cost. Cost of investment property purchased from the external sources includes purchase payment, related taxes and other expenditures which can be directly attributable to such assets; Cost of investment property constructed by the Company comprise of the necessary expenditure occurred during the construction for reaching the condition of planned use. The Company adopts cost method for subsequent measurement of investment property. As for the investment property measured at cost method – buildings for lease are depreciated under the policies which are the same as fixed assets, and land use right for lease are amortized under the policies which are the same as intangible assets. When use of investment property changes to be used by the company itself, the company shall transfer the investment property to fixed assets or intangible assets since the change date. When use of the self-use real estate changes for earning rental or capital appreciation, the company shall transfer the fixed assets or intangible assets to investment property since the change date. For such transfer, the carrying value prior to the transfer is deemed to be the value accounted after the transfer. For those where impairment indication exists, the company estimates the recoverable amount. Where the recoverable amount is less than its carrying value, the company shall realize related impairment losses. As for investment property, once impairment loss is realized, it shall not be written back. The company would de-realize investment property when the same is disposed or out of use forever and no economic benefit would be obtained from such disposal. The disposal income from sale, transfer, dump or destroy of investment property less its carrying value and related taxes is recorded in current gains and losses. 14. Fixed asset (1) Recognition of fixed assets Fixed assets is defined as the tangible assets which are held for the purpose of producing goods, providing services, lease or for operation & management, and have more than one year of service life. Fixed assets should be recognized for qualified the followed conditions at the same time: (1) It is probable that the economic benefits associated with the assets will flow into the Company; and (2) The cost of the assts can be measured reliably. (2) Basis of deciding the fixed assets from financing rental and its calculation (3) Depreciation on various fixed assets Fixed assets are withdrawal by classification on the age average basis, according to the categories, predicted 64 深圳市深宝实业股份有限公司 2013 半年度报告全文 service life and predicted net salvage, depreciation was recognized. Depreciation terms and annual depreciation ratio for vary fixed assets are as: Categories Depreciation term(year) Salvage value Annual depreciation ratio Buildings: Consistenc– Production buildings 35-year 5% 2.71% –Non-production 40-year 5% 2.38% buildings Temporary buildings 9-year 5% 10.56% Machinery equipment 12-year 5% 7.92% Transportation facility 9-year 5% 10.56% Other equipment 6-year 5% 15.83% (4) Impairment test on fixed asset and providing of impairment provision Judging the fixed assets at each period-end for probably evidence of impairment exists. If evidence of impairment has been found on fixed assets, evaluate its recoverable value. The recoverable value was determined by the higher one between the amount of fair value of the fixed assets minors the net amount after disposal expenses and the current value of predicted cash flow in future of the fixed assets. While the recoverable amount of the fixed assets lower its carrying value, the carrying value should be reduced counted as recoverable amount. The reduced amount recognized as impairment losses for fixed assets reckoned into current gains and losses and withdrawal relevant impairment losses for fixed assets. After the impairment losses being recognized, depreciation of the impairment on fixed assts should be adjusted correspondingly in future period. And during the rest of service life, the fixed assts should be amortized the book value of fixed assts (with predicted net salvage deducted) after adjustment systematically. Once fixed asset impairment is recognized, it shall not be written back in subsequent fiscal periods. When evidence showing that impairment has occurred, the recoverable value shall be assessed. Assessment of recoverable value is based on individual asset. If the recoverable value was hard to evaluate separately, it shall be decided along with the group of assets it belongs to. (5) Other explanation 15. Construction in process (1) Category of construction in process Construction in process is calculated at categorized initiated projects. (2) Standard and point of time for construction in process carrying forward to fixed assets Fixed asset is booked with the entire expenditures occurred in the construction in process till it arrives at predicted state for use. For those constructions in process of fixed assets which have already arrived at the predicted state for use, while still with absence of completion settlement, they shall be carried forward to fixed assets at the estimated value based on engineering budget, construction cost or actual cost commencing from the date of arrival of the predicted state for use. Meanwhile, they shall be also subject to the depreciation policies applicable to fixed assets of the Company for provision of depreciation. Once completion settlement is made, the original temporary estimated value shall be adjusted at the effective cost. However, the original provision of depreciation remains unchanged. (3) Methods of impairment testing and provision of impairment reserve for construction in process The Company makes judgment at end of each year on whether there is indication showing that impairment is 65 深圳市深宝实业股份有限公司 2013 半年度报告全文 likely to happen in construction in process. In case of existence of impairment indication in construction in process, the recoverable amount thereof shall be estimated. And the recoverable amount is confirmed at fair value of construction in process less the higher of net amount after disposal expense and present value of predicted future cash flow of such construction in process. In the event that the recoverable amount of construction in process is lower than its carrying value, then the carrying value shall be reduced to the recoverable amount, and the reduced part is recognized as impairment loss of such construction in process through current gains and losses. Meanwhile, corresponding impairment reserve for construction in process shall be provided. Once impairment loss is recognized in construction in process, it will not be reversed in subsequent accounting periods. Should be there any indication showing possible impairment of one item construction in process, enterprise will estimate its recoverable amount based on the single construction in process. If enterprise has difficulty in estimating recoverable amount of such single construction in process, it shall turn to estimation of the recoverable amount of the assets portfolio to which such single construction in process belongs. 16. Borrowing expenses (1) Recognition of the borrowing expenses capitalization Borrowing expenses that attributed for purchasing or construction of assets that are complying with capitalizing conditions start to be capitalized and counted as relevant assts cost; other borrowing expenses, reckoned into current gains and losses after expenses recognized while occurred. Assets satisfying the conditions of capitalization are those assets of fixed, investment real estate etc. which need a long period of time to purchase, construct, or manufacturing before becoming usable. Capitalizing for borrowing expenses by satisfying the followed at same time: (1) Assets expense occurred, and paid as expenses in way of cash, non-cash assets transfer or debt with interest taken for purchasing, constructing or manufacturing assets that complying with capitalizing condition; (2) Borrowing expenses have occurred; (3) Necessary activities occurred for reaching predicted usable statues or sale-able status for assets purchased, constructed or manufactured. (2) Period of capitalization Capitalizing period was from the time star capitalizing until the time of suspended capitalization. The period for borrowing expensed suspended excluded in the period. If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalization reached its predicted usable status or sale-able status, capitalization suspended for borrowing expenses. If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalization completed projects and usable independently for part of the projects, borrowing expenses for this kind of assts shall suspended capitalization. If the assets have been completed in every part, but can be reached the useful status or sale-able status while completed entirely, the borrowing expense shall be suspended for capitalization while the assets completely finished in whole. 66 深圳市深宝实业股份有限公司 2013 半年度报告全文 (3) Period of suspended If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalization is suspended abnormally for over 3 months, capitalizing of borrowing expenses shall be suspended; the suspended assets that satisfying the conditions of capitalization meets the necessary procedure of reaching predicted usable status or sellable status, capitalizing of borrowing expenses shall be resumed. The borrowing expenses occurred during the period of suspended shall reckon into current gains and losses until the purchasing, construction, or manufacturing process is resumed for capitalizing. (4) Calculation for capitalization amount Interest expenses practically occurred at the current term of a special borrowing are capitalized after deducting of the bank saving interest of unused borrowed fund or provisional investment gains Capitalization amounts of common borrowings are decided by the weighted average of exceeding part of accumulated asset expenses over the special borrowing assets multiply the capitalizing rate of common borrowings adopted. Capitalization rates are decided by the weighted average of common borrowings. For those expenses with discount or premium, determined the amortizable discount or premium in every fiscal year by effective interest method, than adjusted interest amount in every period 17. Biological assets 1. Classification and measurement Biological assets of the Company refer to the productive biological assets with initial measurement by cost. The actual expenses occur before reached its predicted production purpose for productive biological assets recognized as cost; the subsequent expenditure occurred after reached its predicted production purpose for productive biological assets counted into current gains and losses. 2. Withdrawal method on depreciation of biological assets Biological assets of the Company refer to the tea plants. For those productive biological assts that reached it’s predicted productive purpose, withdrawal depreciation by average age method. The service life was determined by the residual terms of the residual term of land use after deducting the un-maturity period (5-year) of the tea plants with 5 percent salvage value calculated. Reviewing the service life, predicted salvage vale and depreciation method at year-end, if there have difference between the predicted number and original estimated number or have major changes on way of profit earning, than adjusted the service life or predicted salvage value or depreciation method as account estimation variation. 3. Depreciation reserves on biological assets At every end of the year, examine the productive biological assets, if there have evidence showing that the net realizable vale of revocable amount for productive biological assets lower its book value, than depreciation provision recognized by the losses provision of productive biological assts withdrawal and reckoned into current gains and losses; Once productive biological assets impairment loss was recognized, shall not be written back in subsequent fiscal periods. 18. Intangible assets (1) Measurement (1) Intangible assets are initially measured at cost while obtained. For those intangible assets purchased from outside, the purchase value, relevant taxes and other payments attributable to predicted purpose obtained should recognized as cost for this assts. For those purchased amount that paid overdue exceeded the normal credit condition, owns financing natures actually, the cost should be recognized based on the current value while purchased As for the intangible assets acquired from the debtor in debt restructuring for the purpose of settlement of debt, the fair value of the intangible assets shall be based to determine the accounting value. The difference between the carrying value of restructured debt and the fair value of the intangible assets use for settlement of debt shall be recorded in current gains and losses. With the preceding conditions that non-monetary assets exchange has commerce nature and the fair value of the assets exchanged in or out can be measured reliably, the intangible assets exchanged in through non-monetary 67 深圳市深宝实业股份有限公司 2013 半年度报告全文 assets exchange are accounted at the value based on the fair value of assets exchanged out, unless there is obvious evidence showing the fair value of assets exchanged in is more reliable; for non-monetary assets exchange not qualifying for the preceding conditions, the carrying value of assets exchanged out and related taxes payable shall be viewed as the cost of intangible assets exchanged in, without recognition of gains and losses. Intangible assets obtained by means of enterprise mergered under common control, recognized book-keeping value by the book value of mergered party; Intangible assets obtained by means of enterprise mergered under different control, recognized book-keeping value by the its fair value. For those cost of intangible assets development internally including: the used materials, labor cost and register charge for development; amortization for other patent and concession used and interest expense satisfying the capitalization condition during process of development; other directly expense before reached its predated useful purpose. (2) Subsequent measurement Analysis and determined the service life for intangible assts while obtained. Those intangible assets with limited useful life are evenly amortized on straight basis from the date when they become useable to the end of expected useful life; for those intangible assts without limited useful life predicted, amortized nothing due to intangible assts without certain service life. (2) Particular about the estimation on intangible assets with limited service life Items Predicted useful life Basis Amortized the actual rest of life after certificate of Certificate of land use Land use right land use right obtained right Manufacture technology for Actual situation of the 20-year patent Company At end of report term, revising will be performed on the useful life of intangible assets with limited useful life and the methods of amortizing. Being revised, the useful life of intangible assets and amortization method at period-end shows the same as previous Items Predicted useful life Basis Amortized the actual rest Land use right of life after certificate of Certificate of land use right land use right obtained Manufacture technology 20-year Actual situation of the Company for patent (3) Basis for intangible assets without certained service life: No intangible assts without certain service life has been found in the period-end for the Company. (4) Accrual of impairment provision for intangible assets For those intangible assets with certain service life, conducting impairment testing at period-end if there has clearly evidence of impairment. Concerning the intangible assets without certain service life, conducted impairment testing at every end of the term. Estimated the revocable amount for those intangible assets with impairment testing conducted. The recoverable amount was determined by the higher one between the net amount resulted from fair value for intangible assets minor disposal expenses and current value of the predicted future cash flow. If the recoverable amount lower its book value, than the book value shall reckoned as recoverable amount. The minor amount recognized as depreciation losses for intangible assets reckoned into current gains and losses. And 68 深圳市深宝实业股份有限公司 2013 半年度报告全文 withdrawal relevant impairment reserves for intangible assets. After impairment loses recognized, adjusted correspondingly in future period for depletion or amortized expenses of intangible assets depreciated, make sure that the book value (with predicted salvage value deduction) of intangible assets should systematically amortized after adjustment in rest of the service life of intangible assets. Once intangible asset impairment loss was recognized, shall not be written back in subsequent fiscal periods. When evidence showing that impairment has occurred, estimated its recoverable amount by individual assets. If the recoverable value was hard to evaluate separately, it shall be decided along with the group of assets it belongs to. (5) Detail standard for classification on research stage and exploitation stage Research stage: stage of the investigation and research activities exercising innovative-ness for new science or technology knowledge obtained and understanding. Exploitation stage: stage of the activities that produced new or material advance materials, devices and products that by research results or other knowledge adoption in certain plan or design before the commercial production or usage. The expenditure of the research stage in R&D project internally shall reckon into current gains and losses while occurred. (6) Standards for capitalization satisfaction of expenditure in exploitation state Intangible assets recognized for expenditure in exploitation stage by satisfying the followed at same time: (1) Owes feasibility in technology and completed the intangible assets for useful or for sale; (2) Owes the intention for completed the intangible assets and for sale purpose; (3) Way of profit generated including: show evidence that the products generated from the intangible assets owes a market or owes a market for itself; if the intangible assets will use internally, than show evidence of useful-ness; (4) Possess sufficient technique, financial resources and other resources for the development of kind of intangible assets and has the ability for used or for sale; (5) The expenditure attributable to the exploitation stage for intangible assets could be measured reliably. 19. Long-term expenses to be amortized Long-term expense is amortized at straight line method, averagely during the beneficial period. 20. Accrual liability Concerning the lawsuit, debt guarantee, deficit contract and restructuring events involved, if fulfilling of the responsibility may lead to assets payment or labour provide and the amount can be measured reliably, than accrual liability shall be recognized. (1) Recognition of accrual liabilities Responsibilities connected to contingent issues and satisfied all of the following conditions are recognized as accrual liabilities: (1) The responsibility is a current responsibility undertaken by the Company; (2) Fulfilling of the responsibility may lead to financial benefit outflow; (3) The responsibility can be measured reliably for its value. (2) Measurement Accrual liabilities shall conduct initial measurement by best estimation of expenditures needed by fulfillment of current responsibilities. While determined the best estimation, take the risks, uncertainty and periodic value of currency that connected to the contingent issues into consideration. For major influence from periodic value of currency, determined best estimation after discount on future relevant cash out-flow. 69 深圳市深宝实业股份有限公司 2013 半年度报告全文 Treatment for best estimation: If the expenditure has a continuous range, and with similar possibility within the range, the best estimation should determined by the middle value within the range, that is the average amount between the up and low limit. If the expenditure has no continuous range, or has a continuous range but with different possibility within the range, the possibility amount shall determined as the best estimation while single events involved by contingency; if many events were involved by contingency, the best estimation shall be determined by various results and relevant probability. If the expenses for clearing of predictive liability is fully or partially compensated by a third party, and the compensated amount can be definitely received, it is recognized separated as asset. Though the compensated amount shall not greater than the book value of the predictive liability 21. Income (1) Recognition of the income from commodity sales When main risks and rewards attached to the ownership of goods have been transferred to the buyer, reserved neither continuous management power nor effective control over the goods, incoming payment can be measured reliably, relative financial benefit possibly inflow to the company, cost occurred or will occur can be reliably measured, sales income of goods is recognized. (2) Basis on use right income for transaction assets Financial benefit attached to the contract is possibly inflow to the company; Overall income of the contract can be measured reliably. Determined the use right income for transaction assts respectively as followed: (1) Amount of interest income: determined by the time and effective interest rate of the currency capital used by other people. (2) Amount of income from use: determined by the charge time and calculation method agreed in the relevant contract or agreement. (3) Recognition of the income from labor service providing (4) Basis and methods on completion while determined income of labor provided and income of construct contracts by percentage of completion When the results of construct contracts can be reliably estimated, income and costs are recognized at the percentage of completion at the balance sheet day. Percentage of completion of the construction contracts are decided by estimation of completed work and other whole work. Total labor income provided determined by the amount of contract or agreement received or receivable except the un-fair contract and agreement. At balance sheet date, recognized current labor income provided by the amount resulted from the total labor income provided multiplied by the amount of completion process after accumulative labor income confirmed in previously accounting period deduction; meanwhile, transferred current labor cost by amount of completion process after accumulative labor income confirmed in previously accounting period deduction. If the results of construction contract are not able to reliably estimated at balance sheet date, treatment as: (1) Labor cost occurred expected to be compensated; recognized labor income by amount of labor cost occurred and transferred labor cost at same amount. (2) Labor cost occurred un-expected to be compensated, reckoned the labor cost occurred into current gains and losses without labor income recognized. 22. Government grants (1) Type Governments grants of the Company refer to the monetary and non-monetary assets obtained from government for free, and are divided into those related to assets and others related to revenues (2) Accounting method Government grants in relation to purchase of long-term assets such as fixed assets or intangible assets shall be 70 深圳市深宝实业股份有限公司 2013 半年度报告全文 recognized as deferred income, and are recorded in non-operating income according to service life of such constructed or purchased assets by installments; Government grants in relation to revenues, shall be recognized as deferred income upon acquisition and recorded in current non-operating income during the periods in which relevant expenses are recognized when such grants are for the purposes of compensating relevant expenses or losses of an enterprise in future periods; and shall be directly credited to current non-operating income upon acquisition when such grants are for the purposes of compensating occurred relevant expenses or losses of an enterprise. 23. Deferred income tax assets and deferred income tax liabilities (1) Reference for recognition of deferred income tax assets Under the limit of the taxable income which is very likely to be obtained by the Company for use of offsetting deductible temporary difference, the Company recognizes the deferred income tax assets arising from such deductible temporary difference. (2) Reference for recognition of deferred income tax liabilities The Company recognizes taxable temporary difference of current and prior periods which should have been taxed while not paid yet as deferred income tax liabilities, while other than the temporary differences formed from transactions constituted by combination of goodwill and non-enterprises, meanwhile, such transactions bring no affect on accounting profit and taxable income when happening. V. Taxes 1. Major taxes and rates applicable to the Company taxes Basis Rate Base on sales of commodity or sales of VAT 17% taxable labor service provided Business tax Base on sales 5% Urban maintenance and 5% or 7% of the turnover taxes (5% applicable in Wuyuan, Levied by payable turnover taxes construction tax 7% applicable for other regions except Wuyuan) enterprise income tax Base on payable income tax 15% or 25% Rate of income tax in vary subsidiary and plants Name of company Note Rate of enterprise income tax for year of 2013 The Company --- 25% Shenzhen Shenbao Huacheng Science and Technology Co.,Ltd. (Shenbao Wholly-owned 15% Huacheng )* subsidiary Including: Shantou Branch of Shenbao Huacheng(Huacheng Shantou) Branch of Shenbao 25% Huacheng Jufangyong Tea Industry Co., Ltd. in Wuyuan County (Wuyuan Jufangyong) Wholly-owned 25% subsidiary Shenzhen Shenbao Sanjing Food & Beverage Development Co., Ltd. Wholly-owned 25% (Shenbao Sanjing) subsidiary Huizhou Shenbao Technologies Co., Ltd. (Huizhou Shenbao Technologies) Wholly-owned 25% subsidiary Shenzhen Shenbao Properties Management Co., Ltd. (Shenbao Properties) Wholly-owned 25% subsidiary Shenzhen Shenbao Industrial & Trading Co., Ltd. (Shenbao Industrial & Wholly-owned 25% Trading) subsidiary Hangzhou Ju Fang Yong Holding Co., Ltd. (Hangzhou Ju Fang Yong) Wholly-owned 25% subsidiary Fujian Mount Wuyi Shenbao Yuxing Tea Co., Ltd. (Shenbao Yuxing) Controlling 25% subsidiary of Hangzhou Ju Fang Yong Shenzhen Shenbao Technology Center Co., Ltd. (Technology Center) Wholly-owned 25% subsidiary Zhejiang Shen Shenbao Wafa Tea Co., Ltd. (Shen Shenbao Huafa) Controlling 25% subsidiary 71 深圳市深宝实业股份有限公司 2013 半年度报告全文 2. Tax preferential and approvals Shenbao Huacheng, a wholly-owned subsidiary of the Company, has been granted High-tech Enterprise Certification (No. GF201144200112) jointly promulgated by Shenzhen Technology & Information Bureau, Bureau of Finance of Shenzhen, Shenzhen Municipal Bureau of State Taxation and Shenzhen Municipal Bureau of Local Taxation as at the date of 7 March 2012. Such certificate was released on 3 November 2011, with a valid term of 3 years. With relevant preferential policies adopted by the State in favor of high-tech enterprises, all qualified high-tech enterprises are able to enjoy the lower income tax rate of 15% for collection of enterprise income tax, capable for 3 years commencing from the year when they are deemed as qualified. Shenbao Huacheng has favored from this preferential policy from 2011 to 2013. 72 深圳市深宝实业股份有限公司 2013 半年度报告全文 VI. Business combination and consolidated financial statements 1. Particular about subsidiary (1) Subsidiaries obtained by establishment or investment In RMB The balance after the parent company’s The owner’s equity sum of writing down Other money the excess of balance of in the current loss items minority undertaken by Actual constitute Proportion Proportion equity minority Place of Nature of Register investment Consolidation Minority Subsidiaries Type Business scope net of shares of voting which is shareholders of registration business capita amount at or not equity investment held(%) right(%) used to eth subsidiary period-end in write over the share subsidiary down enjoyed by actually the minority minority shareholders in interest the original owners’ equity of the subsidiary Shenzhen Production and Yes Shenbao sales of Huacheng Wholly-owned Shenzhen Manufacture 15,345.13 concentrated tea 168,551,781.80 100% Science and juice and instant Technology tea powder 73 深圳市深宝实业股份有限公司 2013 半年度报告全文 Co.,Ltd Tea, nature Yes plants, extract of tea and nature plants; planting Jufangyong and export Tea Industry &import of Co., Ltd. in Wholly-owned Wuyuan Manufacture 29,000.00 292,804,134.35 100% tea; agricultural Wuyuan products and County *1 native products; acquisition, processing and sales Import &Export Yes Shenzhen business, normal Shenbao cargo Sanjing Food Wholly-owned Shenzhen Manufacture 3,015.00 transportation; 80,520,842.36 100% & Beverage wholesale of Development pre-packaging Co., Ltd food products Industrial Yes Huizhou investment, Shenbao property Science & Wholly-owned Huizhou Comprehensive 6,000.00 60,000,000.00 100% management and Technology trading Co., Ltd. domestically Shenzhen Management of Yes Property Shenbao Wholly-owned Shenzhen 500.00 self-owned 5,000,000.00 100% management Properties properties 74 深圳市深宝实业股份有限公司 2013 半年度报告全文 Management Co., Ltd. *2 Shenzhen Yes Shenbao Commercial Commercial Industrial & Wholly-owned Shenzhen 550.00 5,500,000.00 100% wholesale wholesale Trading Co., Ltd. wholesales and Yes retails: tea sets; acquisition: teas need for sales in the Company (purchased limited to original producer in first industry); Hangzhou Ju service: Fang Yong Wholly-owned Hangzhou Comprehensive 17,500.00 investment of tea 176,906,952.42 100% Holding Co., enterprise and Ltd. assets management, technology development on tea and its products; technology development and consultant on tea cultivation and 75 深圳市深宝实业股份有限公司 2013 半年度报告全文 feeding; technology service, result transfer Technology Yes development, Shenzhen consultant, Development, Shenbao transfer and consultant and Technology Wholly-owned Shenzhen 5,400.00 inspection 54,676,764.11 100% transfer of Center Co., service for tea, technology Ltd. plant products, soft drinks and foods Technology Yes development, Zhejiang consultant, Shen transfer and Sheng Export trading Shenbao Controlling 5,800.00 inspection 30,000,000.00 51.72% 30,038,320.89 Zhou of tea Wafa Tea service for tea, Co., Ltd. plant products, soft drinks and foods wholesales and Fujian Mount retail of Wuyi prepackaged Tea plantation, Mount Shenbao Controlling production and 4,000.00 food (tea 20,700,000.00 51.75% Yes 13,374,682.46 Wuyi sales Yuxing Tea included) and Co., Ltd.*3 bulk food (tea included) 76 深圳市深宝实业股份有限公司 2013 半年度报告全文 Shenzhen Shenbao (Liaoyuan) Not operating Industrial Controlling Shenzhen --- 237.80 57,628.53 53.5% officially Company (―Shenbao Liaoyuan‖)*4 Explanation on subsidiaries obtained by establishment or investment: *1: Jufangyong Tea Industry Co., Ltd. in Wuyuan County—95.72% equity was held by the Company while Shenbao Huacheng, wholley-owned subsidiary of the Company holds 4.28% equity; *2: Shenzhen Shenbao Properties Management Co., Ltd.—51.00% equity was held by the Company, while Shenbao Sanjing, wholley-owned subsidiary of the Company holds 49% equity; *3: Fujian Mount Wuyi Shenbao Yuxing Tea Co., Ltd.-- being considered and approved at the 7th meeting of the 1st board of Hangzhou Jufangyong, it was agreed to transfer in the 30.38% equities of Shenbao Yuxing held by Fujian Wuyishan Yuxing Tea Leaf Co., Ltd. at the price of RMB4.80 million, and increase capital contribution to Shenbao Yuxing with cash RMB15.90 million. After the capital increase, the registered capital of Shenbao Yuxing amounted to RMB40 million, among which, RMB20.70 million was contributed by Hangzhou Jufangyong (representing 51.75% equities), RMB14.40 million was contributed by Fujian Wuyishan Yuxing Tea Leaf Co., Ltd. (representing 36% equities), RMB4.90 million was contributed by Xingjiu Tea Co., Ltd. (representing 12.25% equities). As at 31 December 2012, Hangzhou Jufangyong and Fujian Wuyishan Yuxing Tea Leaf Co., Ltd. made the contribution in full, and the contribution amount of RMB35.10 million was verified by the capital verification report (DHYZ(2012)No.098) issued by Da Hua Certified Public Accountants. As of 30 June 2013, Xingjiu Tea Co., Ltd. making a price of its intellectual property (trademark right), which has been evaluated, as RMB 4.9 million for investment in place, and the capital was verify by the verification report Da Hua Yan Zi.[2013] No.: 000198 issued from Da Hua Certified Public Accountant. Register capital of Shenbao Yuxing RMB 40 million has in place. *4: Shenzhen Shenbao (Liaoyuan) Industrial Company-- the company has been established for a long time, while it has never conducted normal operation. Therefore, the industry & commerce authorities have withdrawn the business license. The Company has already provided long-term investment impairment reserve for the investment in the company in full. The financial statements of the company were not consolidated. 77 深圳市深宝实业股份有限公司 2013 半年度报告全文 VII. Notes to main items of consolidated financial statements 1. Monetary fund In RMB Closing amount Opening amount Items translation translation Foreign currency RMB Foreign currency RMB rate rate Cash: -- -- 250,670.64 -- -- 134,145.48 RMB -- -- 246,187.41 -- -- 129,582.17 HKD 4,860.00 0.7966 3,871.23 4,860.00 0.8108 3,940.73 USD 99.05 6.1787 612.00 99.05 6.2855 622.58 Bank deposit: -- -- 309,347,206.11 -- -- 372,787,878.99 RMB -- -- 280,103,789.67 -- -- 328,874,214.89 HKD 13,326.72 0.7966 10,615.42 13,326.38 0.8108 10,805.69 EUR 1.13 8.0533 9.10 USD 4,731,220.47 6.1787 29,232,791.92 6,984,785.02 6.2855 43,902,858.41 Other monetary funds: -- -- 613,721.85 -- -- 500,000.00 RMB -- -- 613,721.85 -- -- 500,000.00 Total -- -- 310,211,598.60 -- -- 373,422,024.47 Separate explanation on accounts with restriction in utilization, deposition aboard or has potential recovery risks due to pledge, mortgage or forzen The restricted monetary fund details are as follows: Type of notes Closing balance Opening balance Guarantee deposit 500,000.00 500,000.00 Alipay margin 100,000.00 Total 600,000.00 500,000.00 * Other monetary fund at period-end refers to the guarantee deposit from Shenbao Huacheng, wholly-owned subsidayr of the Company, and alipay margin from Hangzhou Ju Fang Yong was deducted in the cash and cash equivalent at period-end while prepare the cash flow statement 2. Transaction financial assets (1) Transaction financial assets In RMB Items Fair value at period-end Fair value at period-begin 78 深圳市深宝实业股份有限公司 2013 半年度报告全文 Transactional equity instrument investment 208,500.00 Total 208,500.00 3. Accounts receivable (1) Account receivable classified according to categories In RMB Closing amount Opening amount Type Book balance Bad debt provision Book balance Bad debt provision Amount Ratio (%) Amount Ratio (%) Amount Ratio (%) Amount Ratio (%) Account receivable of bad debt provision withdrawal by combination Account receivable withdrawal bad debt 124,770,65 106,125,1 86.55% 722,429.60 0.58% 84.55% 722,429.60 0.68% provision by age 3.08 84.23 combination 124,770,65 106,125,1 Subtotal of group 86.55% 722,429.60 0.58% 15.45% 722,429.60 0.68% 3.08 84.23 Account receivable with single minor amount but 19,391,001. 19,391,001. 19,391,00 19,391,001.7 13.45% 100% 15.45% 100% withdrawal bad debt 77 77 1.77 7 provision for single item 144,161,65 20,113,431. 125,516,1 20,113,431.3 Total -- -- -- -- 4.85 37 86.00 7 Statement on category of explanation on account receivables Account receivables represent account receivables and other receivables. The Company realizes bad debt under the following standards: ①due to withdrawal, bankruptcy or death of debtor, debt can not be recovered or insufficient cash flow after settlement with the bankruptcy property or heritage; ②debtor can’t perform his debt obligations within the time limit, and there is obvious characteristics showing that the debt can’t be recovered. As for the account receivables where there is obvious evidence showing that it is impossible to recover the same, the account receivables shall be realized as bad debt losses, and the bad debt reserve provided shall be written off accordingly. The Company calculates the possible bad debt loss by allowance method. 1. Account receivables with significant amount of single item and bad debt reserve provided item by item Standards for realization of account receivables with significant amount of single item and bad debt reserve provided item by item: Specific standards for single item with significant amount: account for 10% (10% included) of the balance of account receivables. Provision method for bad debt reserve of account receivables with significant amount of single 79 深圳市深宝实业股份有限公司 2013 半年度报告全文 item: conduct impairment test individually, provide bad debt reserve based on the difference between the present value of predicted future cash flow and its carrying value, and recorded in current gains and losses. 2. Account receivables with bad debt reserve provided under aging groups (1) The group belongs to account receivables which are not impaired after individual test. (2) Provision method for the group: bad debt reserve is provided under aging method, with provision standards as follows: Age Withdrawal proportion of account Withdrawal proportion of other account receivable receivable Within 1 year(Including 1 year) 0% 0% 1-2years(Including 2 years) 5% 5% 2-3years(Including 3 years) 10% 10% Above 3 years 15% 15% 3. Account receivables without significant amount of single item and bad debt reserve provided item by item Grounds for provision of bad debt reserve item by item: there is objective evidence showing it maybe impaired. For example, due to withdrawal, bankruptcy or death of debtor, debt can not be recovered or insufficient cash flow after settlement with the bankruptcy property or heritage. Provision method for bad debt reserve: as for the account receivables which maybe impaired proven by objective evidence, the account shall be separated from the related group and experience individual impairment test, and realize impairment losses. Account receivable with single major amount and withdrawal bad debt provision for single item at period-end □Application √Not-application In the combination, account receivable withdrawal bad debt provision by age combination √ Application □ Not-application In RMB Closing amount Opening amount Age Book balance Book balance Bad debt provision Bad debt provision Amount Ratio (%) Amount Ratio (%) Within 1 year Including: -- -- -- -- -- -- subtotal within 1 119,357,038.22 82.8% 100,711,569.37 80.24% year 1-2years 821,172.61 0.57% 41,058.63 821,172.61 0.65% 41,058.63 2-3years 149,907.23 0.1% 14,990.72 149,907.23 0.12% 14,990.72 Above 3 years 4,442,535.02 3.08% 666,380.25 4,442,535.02 3.54% 666,380.25 3-4years 351,505.04 0.24% 52,725.76 351,505.04 0.28% 52,725.76 4-5years 1,715,879.98 1.19% 257,382.00 1,715,879.98 1.37% 257,382.00 80 深圳市深宝实业股份有限公司 2013 半年度报告全文 Above 5 years 2,375,150.00 1.65% 356,272.50 2,375,150.00 1.89% 356,272.50 Total 124,770,653.08 -- 722,429.60 106,125,184.23 -- 722,429.60 Account receivables provided for bad debt reserve under balance percentage method in the groups: □ Application √ Not-application Account receivables provided for bad debt reserve under other method in the groups: □ Application √ Not-application Account receivable with single minor amount but withdrawal bad debt provision for single item at period-end √ Application □ Not-application In RMB Withdrawal proportion Account receivable Book balance Bad debt provision reasons (%) Account receivable with over 3 years of minor 19,391,001.77 19,391,001.77 100% Minor possibility recover possibility recovery Total 19,391,001.77 19,391,001.77 -- -- (2) Account receivables due from the shareholders holding 5% or above voting shares of the Company during the reporting period In RMB Closing amount Opening amount Name Bad debt amount Bad debt amount Book balance Book balance withdrawal withdrawal Shenzhen Agricultural Products 6,602.00 Co., Ltd. Total 6,602.00 (3) The top 5 arrears in account receivables In RMB Relationship with the Proportion in total Name of the unit Amount Life Company account receivable (%) Customers I Non-related party 26,863,172.92 Within 1 year 18.63% Customers II Non-related party 22,357,286.49 Within 1 year 15.51% Customers III Non-related party 10,746,061.77 Within 1 year 7.45% Customers IV Non-related party 9,055,998.99 Within 1 year 6.28% Customers V Non-related party 6,465,116.00 Within 1 year 4.48% Total -- 75,487,636.17 -- 52.35% 81 深圳市深宝实业股份有限公司 2013 半年度报告全文 4. Other receivables (1) Other account receivable classified according to categories In RMB Closing amount Opening amount Categories Book balance Bad debt provision Book balance Bad debt provision Amount Ratio (%) Amount Ratio (%) Amount Ratio (%) Amount Ratio (%) Other receivable of bad debt provision withdrawal by combination Other account receivable withdrawal bad debt 35,028,977.1 24,570,177.9 66.58% 2,319,010.67 6.6% 58.29% 2,319,010.67 9.44% provision by age 7 3 combination 35,028,977.1 24,570,177.9 Subtotal of group 66.58% 2,319,010.67 6.6% 58.29% 2,319,010.67 9.44% 7 3 Other account receivable with single minor 17,584,990.0 17,584,990.0 17,584,990.0 amount but withdrawal 33.42% 100% 41.71% 17,584,990.00 100% 0 0 0 bad debt provision for single item 52,613,967.1 19,904,000.6 42,155,167.9 Total -- -- -- 19,904,000.67 -- 7 7 3 Statement on category of explanation on other account receivables Account receivables represent account receivables and other receivables. The Company realizes bad debt under the following standards: ①due to withdrawal, bankruptcy or death of debtor, debt can not be recovered or insufficient cash flow after settlement with the bankruptcy property or heritage; ②debtor can’t perform his debt obligations within the time limit, and there is obvious characteristics showing that the debt can’t be recovered. As for the account receivables where there is obvious evidence showing that it is impossible to recover the same, the account receivables shall be realized as bad debt losses, and the bad debt reserve provided shall be written off accordingly. The Company calculates the possible bad debt loss by allowance method. 1. Account receivables with significant amount of single item and bad debt reserve provided item by item Standards for realization of account receivables with significant amount of single item and bad debt reserve provided item by item: Specific standards for single item with significant amount: account for 10% (10% included) of the balance of account receivables. Provision method for bad debt reserve of account receivables with significant amount of single item: conduct impairment test individually, provide bad debt reserve based on the difference between the present value of predicted future cash flow and its carrying value, and recorded in current gains and losses. 2. Account receivables with bad debt reserve provided under aging groups 82 深圳市深宝实业股份有限公司 2013 半年度报告全文 (1) The group belongs to account receivables which are not impaired after individual test. (2) Provision method for the group: bad debt reserve is provided under aging method, with provision standards as follows: Age Provision percentage for accounts Provision percentage for other receivable receivable Within 1 year(Including 1 year) 0% 0% 1-2years(Including 2 years) 5% 5% 2-3years(Including 3 years) 10% 10% Above 3 years 15% 15% 3. Account receivables without significant amount of single item and bad debt reserve provided item by item Grounds for provision of bad debt reserve item by item: there is objective evidence showing it maybe impaired. For example, due to withdrawal, bankruptcy or death of debtor, debt can not be recovered or insufficient cash flow after settlement with the bankruptcy property or heritage. Provision method for bad debt reserve: as for the account receivables which maybe impaired proven by objective evidence, the account shall be separated from the related group and experience individual impairment test, and realize impairment losses. Other account receivable with single major amount and withdrawal bad debt provision for single item at period-end □ Application √ Not-application In combination, other account receivable withdrawal bad debt provision by age combination √ Application □ Not-application In RMB Closing amount Opening amount Book balance Book balance Age Ratio Bad debt provision Ratio Bad debt provision Amount Amount (%) (%) Within 1 year Including: Subtotal within 1 year 17,357,293.39 32.99% 6,898,494.15 16.36% 1-2years 1,111,143.06 2.11% 55,557.15 1,111,143.06 2.64% 55,557.15 2-3years 4,412,551.72 8.39% 441,255.17 4,412,551.72 10.47% 441,255.17 Above 3 years 12,147,989.00 23.09% 1,822,198.35 12,147,989.00 28.82% 1,822,198.35 3-4years 2,294,838.66 4.36% 344,225.80 2,294,838.66 5.45% 344,225.80 4-5years 3,599,457.51 6.84% 539,918.63 3,599,457.51 8.54% 539,918.63 Above5years 6,253,692.83 11.89% 938,053.92 6,253,692.83 14.83% 938,053.92 Total 35,028,977.17 -- 2,319,010.67 24,570,177.93 -- 2,319,010.67 83 深圳市深宝实业股份有限公司 2013 半年度报告全文 Other receivables provided for bad debt reserve under balance percentage method in the groups: □ Application √ Not-application Other receivables provided for bad debt reserve under other method in the groups: □ Application √ Not-application Other account receivable with single minor amount but withdrawal bad debt provision for single item at period-end √ Application □ Not-application In RMB Withdrawal proportion Other account receivable Book balance Bad debt provision Reasons (%) Other account receivable Formed due to history 17,584,990.00 17,584,990.00 100% with over 3 years reasons, hard to recover Total 17,584,990.00 17,584,990.00 -- -- (2) The top 5 amounts in other account receivables In RMB Relationship with the Portion in total other Name of the unit Amount Age Company receivables (%) Changzhou Sanjing Oil Related party 17,524,213.70 1-5 years 33.31% Co., Ltd. Export tax refund Non-related party 8,845,317.76 Within 1 year 16.81% receivable Atos Covics Business Solutions (Shanghai) Non-related party 1,345,600.00 Within 1 year 2.56% Co., Ltd. QNC Co., Ltd. Non-related party 962,800.00 Within 1 year 1.83% Shenzhen Jinsailong Non-related party 400,000.00 Above 3 years 0.76% Equipment Company Total -- 29,077,931.46 -- 55.27% (3) Other receivables due from related parties In RMB Portion in total other receivables Name of the unit Relationship with the Company Amount (%) Changzhou Sanjing Oil Co., Related party 17,524,213.70 33.31% Ltd. Total -- 17,524,213.70 33.31% 84 深圳市深宝实业股份有限公司 2013 半年度报告全文 5. Account paid in advance (1) Aging analysis In RMB Closing amount Opening amount Age Amount Ratio (%) Amount Ratio (%) Within 1 year 15,927,656.86 98.38% 28,059,110.02 99.07% 1-2years 203,205.72 1.25% 203,205.72 0.72% 2-3years 40,967.97 0.25% 40,967.97 0.14% Above 3 years 20,166.80 0.12% 20,166.80 0.07% Total 16,191,997.35 -- 28,323,450.51 -- (2)The top 5 units in account paid in advance In RMB Relationship with the Name of the unit Amount Time Reasons for outstanding Company Customers I Related party 10,282,192.09 Within 1 year Goods not received Customers II Related party 1,482,747.00 Within 1 year Goods not received Customers III Non-related party 696,000.00 Within 1 year Goods not received Customers IV Non-related party 565,833.25 Within 1 year Goods not received Customers V Non-related party 496,000.00 Within 1 year Goods not received Total -- 13,522,772.34 -- -- 6. Inventory (1) Classification In RMB Closing amount Opening amount Items Depreciation Depreciation Book balance Book value Book balance Book value provision provision Raw materials 34,094,808.35 3,576,751.78 30,518,056.57 24,306,493.52 3,576,751.78 20,729,741.74 Product in process 14,385,370.75 14,385,370.75 12,364,557.73 12,364,557.73 Stock products 32,160,633.34 486,905.35 31,673,727.99 28,870,852.88 486,905.35 28,383,947.53 Revolving materials 3,719,084.46 3,719,084.46 3,310,455.97 3,310,455.97 85 深圳市深宝实业股份有限公司 2013 半年度报告全文 Goods delivered 100,869.58 100,869.58 2,062,123.63 2,062,123.63 OEM goods 5,376,707.29 5,298,011.68 78,695.61 5,359,698.81 5,298,011.68 61,687.13 Development costs 162,101,202.67 162,101,202.67 136,549,875.59 136,549,875.59 Total 251,938,676.44 9,361,668.81 242,577,007.63 212,824,058.13 9,361,668.81 203,462,389.32 (2) Inventory impairment provision In RMB Book-balance as at Provision for this Decrease during this period Book-balance as at Kinds of inventories period-begin period Reversal Written-off period-end Raw materials 3,576,751.78 3,576,751.78 Stock products 486,905.35 486,905.35 OEM goods 5,298,011.68 5,298,011.68 Total 9,361,668.81 9,361,668.81 7. Other current assets In RMB Items Closing amount Opening amount Deductible VAT 4,423,309.30 1,760,669.36 Total 4,423,309.30 1,760,669.36 8. Investment for affiliated enterprise and joint ventures In RMB Proportion of Proportion of Total net Total operating Invested shares held to voting right to Total assets at Total liabilities Net profit in assets at income in this company the Company the Company period-end at period-end this period (%) (%) period-end period I. Joint-venture II. Affiliated enterprise Changzhou Sanjing Oil 33% 33% 11,987,386.58 26,855,885.67 -14,868,499.09 362,395.00 -1,639,624.09 Co., Ltd. Explanation on major difference of accounting policy and estimate between the Company and affiliated enterprise and joint-venture 86 深圳市深宝实业股份有限公司 2013 半年度报告全文 9. Long-term equity investment (1) Details of long-term equity investment In RMB Explanat ion on the incongru Proport Shares ity in Provisio ion of proport share n Cash voting Calculat ion holding Impairme reserve divide Invested Investmen Opening +, Closing rights ion held in proporti nt withdra nd unit t cost balance - balance held in method investe on and provision wal in this investe d unit voting this period d unit (%) proporti period (%) on in invested compan y Shenzhen Shenbao 2,870,000. 2,870,000. 2,870,000. 2,870,000. (Xinmin) Equity 49.14% 49.14% 00 00 00 00 Foods Co., Ltd. *1 Changzhou 13,500,00 Sanjing Oil Equity 33% 33% 0.00 Co., Ltd.*2 Shenzhen Sanjiu 2,480,000. 2,480,000. 2,480,000. 2,480,000. Weitai Cost 0.95% 0.95% 00 00 00 00 Holdings Co., Ltd. Shenzhen Tianji Optical-Ele 15,000,00 15,000,00 15,000,00 15,000,00 ctric Cost 3.77% 3.77% 0.00 0.00 0.00 0.00 Technologi es Co., Ltd.*3 Shenzhen Shenbao Cost 57,628.53 57,628.53 57,628.53 53.5% 53.5% 57,628.53 (Liaoyuan) 87 深圳市深宝实业股份有限公司 2013 半年度报告全文 Industrial Co., Ltd *1 Shenzhen PepsiCo 24,071,62 25,413,79 25,413,79 Cost 10% 10% Beverage 7.22 1.08 1.08 Co., Ltd.*5 Beijing Tiantan Cost 57,500.00 57,500.00 57,500.00 Holdings Co., Ltd *4 58,036,75 45,878,91 45,878,91 20,407,62 Total -- -- -- -- 5.75 9.61 9.61 8.53 *1. The two companies have founded for long time, whose license were revoked at present. Due to not settle the accounts, all assets are made provision for impairment. *2. The long-term equity investment of Changzhou Sanjing Oil Co., Ltd. is accounted by equity method, due to it suffered heavy losses and the book value of long-term equity investment is 0. *3. Since the foundation of the Company, it is in poor management and loss of business. The Company made provision for impairment by the difference between recoverable amount and book value. *4. The stock is legal person share stock brought from the original STAQ trading system, whose old name is Beijing Shuanghesheng Five Star Beer Three-ring Co., Ltd. The initial stock of 55,000 shares, which changed to 33,333 shares after changing the company name. *5: The Company held 10% equity of Shenzhen PepsiCo Beverage Co., Ltd. since 1 July 2012 without significant influence held at the same time, than change cost method for calculation. 10. Fixed assets (1) Particular about fixed assets In RMB Book balance at Decrease during this Book balance at Items Increase during this period period-begin period period-end I. Total of book balance 272,310,741.53 25,282,438.22 133,049.85 297,460,129.90 Including:House & 116,761,418.04 20,138,335.44 136,899,753.48 buildings Machinery equipments 143,256,617.41 3,304,632.72 146,561,250.13 Transportation tools 6,718,123.70 690,475.00 64,330.00 7,344,268.70 Other equipments 5,574,582.38 1,148,995.06 68,719.85 6,654,857.59 Book balance at Increase during Accrual in this Decrease during this Book balance at -- period-begin this period period period period-end II. Total of accumulated 109,644,825.26 159,464.00 5,617,580.54 89,212.09 115,332,657.71 depreciation Including:House & 13,358,623.89 130,560.54 1,467,597.42 14,956,781.85 88 深圳市深宝实业股份有限公司 2013 半年度报告全文 buildings Machinery equipments 90,574,570.21 17,216.49 3,471,238.94 94,063,025.64 Transportation tools 2,675,393.91 8,901.20 343,695.28 28,293.50 2,999,696.89 Other equipments 3,036,237.25 2,785.77 335,048.90 60,918.59 3,313,153.33 Book balance at Book balance at -- -- period-begin period-end III. Total net value of fixed 162,665,916.27 -- 182,127,472.19 assets Including: House & 103,402,794.15 -- 121,942,971.63 buildings Machinery equipments 52,682,047.20 -- 52,498,224.49 Transportation tools 4,042,729.79 -- 4,344,571.81 Other equipments 2,538,345.13 -- 3,341,704.26 IV. Total of impairment 2,647,112.69 -- 2,647,112.69 provision Machinery equipments 2,647,112.69 -- 2,647,112.69 Other equipments -- V. Total book value of fixed 160,018,803.58 -- 179,480,359.50 assets Including: House & 103,402,794.15 -- 121,942,971.63 buildings Machinery equipments 52,682,047.20 -- 52,498,224.49 Transportation tools 4,042,729.79 -- 4,344,571.81 Other equipments 2,538,345.13 -- 3,341,704.26 Depreciation in this period amounts to RMB 5,777,044.54; original price transfer from construction in progress to fixed assets amounting as RMB 20,222,902.30. (2) Fixed assets without un-completed property certificates Items Reasons for un-completed certificate Times expected for certificate completed To manage it after the new plan comes out Dormitory of the Shantou branch of New plan for aged district and the company had been in the Shenzhen Huacheng processing. Statement on fixed assets: 1. Among the ending balance, the original value of fixed assets used for bank pledge was RMB30,567,419.75, and the net value was RMB23,816,996.13. as for this pledge, the Company pledged No. 1# and 2# factories located at He’ao village, Henggang town, Longgang district Shenzhen to Shenzhen Branch of Shanghai Pudong Development Bank, in order to apply for comprehensive credit loan of RMB 80 million. 2. At the period end, the Company found no recoverable amount of any fixed asset was less than its carrying value, thus it hasn’t provided impairment reserve. 89 深圳市深宝实业股份有限公司 2013 半年度报告全文 11. Construction in process (1) Particular about construction in process In RMB Closing amount Opening amount Items Provision Provision Carrying Book balance Carrying value Book balance reserve reserve value Shenbao Plaza project 3,842,333.64 3,842,333.64 3,842,333.64 3,842,333.64 Comprehensive investment project of 103,434,660.39 103,434,660.39 72,627,916.30 72,627,916.30 tea industry chain(the new factory project) Project of production line of Shenbao 481,570.00 481,570.00 531,703.86 531,703.86 Huacheng Supervision system and simple warehouse of 144,985.26 144,985.26 144,985.26 144,985.26 Huizhou Shenbao Technology Tetra packaging 3,355,555.58 3,355,555.58 production line Office building of 19,868,374.03 19,868,374.03 Hangzhou Jufangyong Equipments remaining installation of Shenbao 2,727,409.84 2,727,409.84 1,249,163.56 1,249,163.56 Technology Center Office building in Nanshan district, 50,023,561.00 50,023,561.00 Shenzhen Office building in Nanshan District, 34,223,658.00 34,223,658.00 Shenbao Technology Center Cleaning process of reverse osmosis 17,481.45 17,481.45 membrane in Shantou Other 903,189.74 903,189.74 903,189.74 903,189.74 Total 199,154,404.90 4,745,523.38 194,408,881.52 99,167,666.39 4,745,523.38 94,422,143.01 90 深圳市深宝实业股份有限公司 2013 半年度报告全文 (2) Changes of major projects under construction In RMB Propor Includi Interest tion ofAccumul Increase Transfer Othe ng: capitaliz ated project interest Opening during red to r amount Prog capitali ation Capital Closing Project Budget invest of amount this fixed decre ress zed rate of source amount interest ment amoun period assets ase capitaliz t of the the year in ation year (%) budget Compreh ensive investme nt project Raised 150,000, 72,627,9 30,806,7 68.96 103,434, of tea 90% procee 000.00 16.30 44.09 % 660.39 industry ds chain(ne w factory) Office building Self-o in 50,023,5 50,023,5 50,023,5 wned Nanshan 61.00 61.00 61.00 capital district, Shenzhen Office building in Raised Nanshan 34,223,6 34,223,6 34,223,6 procee District, 58.00 58.00 58.00 ds Shenbao Technolo gy Center Office building of Raised 21,000,0 19,868,3 269,961. 20,138,3 Hangzho procee 00.00 74.03 41 35.44 u ds Jufangyo ng 255,247, 92,496,2 115,323,9 20,138,3 187,681, Total -- -- -- -- 219.00 90.33 24.50 35.44 879.39 91 深圳市深宝实业股份有限公司 2013 半年度报告全文 (3) Construction in process impairment provision In RMB Increase during Decrease during Items Opening amount Closing amount Accrual Reason this period this period Shenbao Plaza 3,842,333.64 3,842,333.64 project Other 903,189.74 903,189.74 Total 4,745,523.38 4,745,523.38 -- (4) Progress of material construction in progress Items Progress Note Comprehensive investment project of tea industry chain(the new factory project) 90% Office building in Nanshan district, Shenzhen - Office building in Nanshan District, Shenbao Technology Center - 12. Productive biological assets (1) Measured by cost In RMB Book balance at Increase during this Decrease during this Book balance at Items period-begin period period period-end I. Farming industry II. Animal husbandry and aquaculture III. Forestry Tea plant 436,156.00 436,156.00 IV. Aquatic Total 436,156.00 436,156.00 13. Intangible assets (1) Particular about intangible assets In RMB Book balance at Book balance at Items Increased in the period decreased in the period period-begin period-end I. Total of original value 222,555,719.27 222,555,719.27 1. Land using right 176,719,514.87 176,719,514.87 2. Patent technologies 30,237,114.75 30,237,114.75 92 深圳市深宝实业股份有限公司 2013 半年度报告全文 3. Use right of forest 15,599,089.65 15,599,089.65 II. Total accumulated 24,253,273.80 2,824,173.78 27,077,447.58 amortization 1. Land using right 11,612,121.07 1,819,646.28 13,431,767.35 2. Patent technologies 12,309,373.37 809,052.90 13,118,426.27 3. Use right of forest 331,779.36 195,474.60 527,253.96 III. Total net book value of 198,302,445.47 -2,824,173.78 195,478,271.69 intangible assets 1. Land using right 165,107,393.80 -1,819,646.28 163,287,747.52 2. Patent technologies 17,927,741.38 -809,052.90 17,118,688.48 3. Use right of forest 15,267,310.29 -195,474.60 15,071,835.69 1. Land using right 2. Patent technologies 3. Use right of forest Total of intangible asset book 198,302,445.47 -2,824,173.78 195,478,271.69 value 1. Land using right 165,107,393.80 -1,819,646.28 163,287,747.52 2. Patent technologies 17,927,741.38 -809,052.90 17,118,688.48 3. Use right of forest 15,267,310.29 -195,474.60 15,071,835.69 14. Long-term deferred expense In RMB Increased in the Amortization Reasons for other Items Opening amount Other decrease Closing amount period during this period decreased Decoration charge for office 1,010,162.64 329,403.28 139,592.51 1,199,973.41 rented-in Project of maintenance reform on canned 258,262.88 44,273.64 213,989.24 warehouse and waste tea house Affiliated project of resident area in 281,256.80 47,343.96 233,912.84 Jufangyong Wuyuan Reform of tea 305,208.76 79,999.92 39,484.45 345,724.23 park in Wuyuan 93 深圳市深宝实业股份有限公司 2013 半年度报告全文 Reform project of warehouse and 2,359,857.30 49,808.73 287,499.18 2,122,166.85 swage Lease of workshop and 2,346,881.00 544,584.00 1,802,297.00 office building Other 396,388.71 31,753.80 61,946.82 366,195.69 Total 6,958,018.09 490,965.73 1,164,724.56 6,284,259.26 -- 15. Deferred income tax assets and deferred income tax liabilities (1) Net amount of deferred income tax assets and deferred income tax liabilities before deduction Recognized deferred income tax assets and deferred income tax liabilities In RMB Items Closing amount Opening amount Deferred income tax assets: Impairment provision for assets 2,554,782.97 2,554,782.97 Subtotal 2,554,782.97 2,554,782.97 Deferred income tax liabilities: Details of uncertain deferred income tax assets In RMB Items Closing amount Opening amount Difference of temporary deductible 16,702,066.08 16,702,066.08 Losses deductible 6,971,958.26 6,971,958.26 Total 23,674,024.34 23,674,024.34 (2) Net amount of deferred income tax assets and deferred income tax liabilities after deduction The grouped project of deferred income tax assets or liabilities after deduction In RMB Deductible or taxable Deductible or taxable Deferred income tax temporary Deferred income tax temporary assets or liabilities differences after assets or liabilities differences after Items after deduction at the deduction at the end after deduction at the deduction at the end of the reporting of the reporting begin of the reporting begin of the reporting Deferred income tax assets 2,554,782.97 2,554,782.97 16. Details of asset impairment provision In RMB 94 深圳市深宝实业股份有限公司 2013 半年度报告全文 Balance as at Increase during this Decrease during this period Balance as at Items period-begin period Reversal Written-off period-end I. Bad debt reserve 40,017,432.04 40,017,432.04 II. Inventory impairment 9,361,668.81 9,361,668.81 provision V. Long-term equity investment impairment 20,407,628.53 20,407,628.53 provision VII. Fixed asset impairment 2,647,112.69 2,647,112.69 provision IX. Impairment provision for 4,745,523.38 4,745,523.38 construction materials Total 77,179,365.45 77,179,365.45 17. Short-term loans (1) Type of Short-term Loans In RMB Items Closing amount Opening amount Ensure loans 50,000,000.00 Loan in credit 30,000,000.00 Total 80,000,000.00 18. Account payables (1) Particular about account payables In RMB Items Closing amount Opening amount within 1 year 35,728,008.08 39,845,007.64 Within 1 to 2 years 29,699.92 29,699.92 Within 2 to 3 years 22,085.17 22,085.17 Over 3 years 2,647,572.47 2,647,572.47 Total 38,427,365.64 42,544,365.20 (2)Statement of large accounts payable with age over 1 year Name Amount Reason of not caring forward Notes Customer I 518,655.52 Whether need to pay with uncertainty Over 3 years Customer II 515,892.30 Whether need to pay with uncertainty Over 3 years 95 深圳市深宝实业股份有限公司 2013 半年度报告全文 Total 1,034,547.82 19. Account received in advance (1) Particular about account received in advance In RMB Items Closing amount Opening amount within 1 year 2,253,546.66 1,242,004.49 More than one year and less than two years 109,940.50 109,940.50 More than two years and less than three years Over 3 years 735,406.45 735,406.45 Total 3,098,893.61 2,087,351.44 20. Wages payable In RMB Balance as at Items Increase during this period Decrease during this period Balance as at period-end period-begin I. Wage, bonus, allowance and 3,870,722.70 16,472,072.56 19,070,630.23 1,272,165.03 subsidy II. Employees’ 2,348,050.89 2,348,050.89 welfare III. Social security 35,171.18 2,697,184.87 2,517,625.30 214,730.75 IV. Housing public 1,355,656.43 1,355,656.43 reserve V. Compensation from labor 158,644.10 158,644.10 relationship dismissed VII.Trade union fee 873,016.51 450,187.86 299,766.28 1,023,438.09 and education fee Total 4,937,554.49 23,323,152.61 25,591,729.13 2,668,977.97 Labor union expenses and staff educational expenses amounting to RMB 1,023,438.09; non-monetary welfare amounting to RMB 0 and compensation for dismiss of labor relationship amounting to 0 Yuan. 96 深圳市深宝实业股份有限公司 2013 半年度报告全文 21. Tax payable In RMB Items Closing amount Opening amount Business tax 20,245.50 8,245.50 Enterprise income tax 2,320,031.06 1,939,717.08 Individual income tax 121,263.57 190,943.51 City maintenance and construction tax -40,022.97 8,685.50 House property tax 47,440.64 40,812.40 Embankment fee 81,862.22 69,683.11 Surtax for education expenses -30,540.22 4,352.74 Use tax of land 25,000.13 65,906.08 Other tax fee 104,392.34 119,748.78 Total 2,649,672.27 2,448,094.70 22. Dividend payable In RMB Reasons for un-payment over one Name Closing amount Opening amount year Shares without trusted 218,212.60 218,212.60 Original largest shareholder, Shenzhen Investment Management 2,690,970.14 2,690,970.14 formed from left-over of historical Co., guarantee Cash bonus payable for year of 2012 50,180,030.80 Total 53,089,213.54 2,909,182.74 -- 23. Other payables (1) Particular about other payables In RMB Items Closing amount Opening amount within 1 year 124,962,150.05 82,396,957.19 More than one year and less than two years 5,701,411.12 5,701,411.12 More than two years sand less than three years 59,979,741.54 59,979,741.54 Over 3 years 5,114,775.13 5,114,775.13 Total 195,758,077.84 153,192,884.98 (2) Explanation on major other account payable Name Relationship Amount Nature or Age with the content 97 深圳市深宝实业股份有限公司 2013 半年度报告全文 Company Shenzhen Jitai Industrial Non-related 98,127,654.20 Construction of 1-3 years Development Co., Ltd.* party Feicui Apartment Zhongtai Construction Group Co., Non-related 57,845,831.01 Construction of within 1 Ltd. * party Feicui year Apartment Current amount within 1 Zhejiang Wafa Tea Co., Ltd. Related party 19,400,000.00 year Current amount Over 3 years Shenzhen Investment Original largest 3,510,297.20 Management Co., Ltd. shareholder of the Company Huizhou Shengli Property Non-related 2,776,167.00 Current amount within 1 Investmetn Co., Ltd. party year Total 181,659,949.41 24. Other current liability In RMB Items Book balance at period-end Book balance at period-begin Research project on key technology for process 43,137.43 43,137.43 of the extracts from green tea Total 43,137.43 43,137.43 Statement of other current liability Special funds for special purpose of research project on key technology for process of the extracts from green tea had RMB 43,137.43 not used until 30 June 2013 25. Other non-current liability In RMB Book balance at Book balance at Items period-end period-begin Subsidy for tea seeding of New Tea Garden in Wangkou 49,920.00 49,920.00 Construction amount for 50 tons for clearly processing for 1,125,000.00 1,250,000.00 Mingyou tea *1 Industrialization project of instant tea power *2 3,192,014.89 4,000,000.00 *3 184,152.17 611,444.25 Base of further processing for tea and nature plants *4 2,475,000.00 2,750,000.00 Total 7,026,087.06 8,661,364.25 Statement of other non-current liability, including vary government subsidy obtained with assets and benefit concerned in reporting period and its closing amount *1 Construction amount for 50 tons for clearly processing for Mingyou tea: the project was invested with the loan interests and financial subsidy granted by the finance bureau of Shangrao in respect 98 深圳市深宝实业股份有限公司 2013 半年度报告全文 of the comprehensive agriculture development operation of Wuyuan County. The total subsidy amounted to RMB1.50 million; the starting date of amortization was 1 January 2011, with amortization term of 12 years. RMB125, 000 was realized as non-operating income in this period. *2 Instant tea powder industry project: this project was based on the circular (SFG2012 No.1461) issued by the development and reform commission of Shenzhen. The total subsidy amounted to RMB 4 million, with construction period from 2012-2013. RMB 807,985.11 was transfer as non-operating revenue in the Period. *3Special fund project of strategic emerging industry development: this project was based on the circular (SFG2012 No.1065) issued by the science and technology innovation commission of Shenzhen. The total subsidy amounted to RMB1.50 million, RMB 427,292.08 was realized as non-operating revenue in this period. *4Base of further processing for tea and nature plants: this project was based on the circular (SFG2011 No.468) issued by the science and technology innovation commission of Shenzhen. The total subsidy amounted to RMB3.3 million, with RMB275, 000 was realized as non-operating income in this period, amortization from 1 January 2011 for 12-year in total. 26. Share capital In RMB Increased (decreased) in this year Shares Opening amount New shares Bonus Closing amount converted from Other Sub-total issued shares public reserve Total shares 250,900,154.00 250,900,154.00 27. Capital reserves In RMB Decrease during this Items Opening amount Increase during this period Closing amount period Capital premium (Share capital 567,431,192.41 567,431,192.41 premium) Other capital reserve 1,079,720.41 1,079,720.41 Total 568,510,912.82 568,510,912.82 28. Surplus reserves In RMB Decrease during this Items Opening amount Increase during this period Closing amount period Statutory surplus reserves 40,071,736.73 40,071,736.73 Total 40,071,736.73 40,071,736.73 29. Retained profit In RMB 99 深圳市深宝实业股份有限公司 2013 半年度报告全文 Withdrawal or Distribution Items 金额 Proportion Retained profit at the end of the previous year 104,733,870.63 -- before adjustment Retained profit at the begin of the year after 104,733,870.63 -- adjustment Add: Attributable to the owners of the parent -5,934,967.21 -- company's net profit Ordinary stock dividends payable -50,180,030.80 Retained profit at the end of the period. 48,618,872.62 -- 30. Operating income and operating costs (1) Operating income and operating cost In RMB Items Amount at this period Amount at last period Main business operating income 229,503,390.32 113,840,078.74 Other business operating income 240,000.00 186,611.42 Operating cost 195,082,954.37 92,593,340.74 (2) Main business (by industry) In RMB Amount at this period Amount at last period Industry Operating income Operating cost Operating income Operating cost Industry 124,711,542.13 100,329,761.24 113,546,678.74 92,139,709.60 Trade 104,498,448.19 94,656,064.73 Leasing service 293,400.00 293,400.00 Total 229,503,390.32 194,985,825.97 113,840,078.74 92,139,709.60 (3) Main business (by products) In RMB Amount at this period Amount at last period Product Operating income Operating cost Operating income Operating cost Soft beverage 13,233,201.40 9,755,968.66 16,255,773.29 14,462,465.08 Seasoning 5,352,419.86 3,442,198.14 6,406,160.77 4,034,718.70 Tea products 210,624,369.06 181,787,659.17 90,884,744.68 73,642,525.82 Property leasing 293,400.00 293,400.00 Total 229,503,390.32 194,985,825.97 113,840,078.74 92,139,709.60 100 深圳市深宝实业股份有限公司 2013 半年度报告全文 (4) Main business (by area) In RMB Amount at this period Amount at last period Area Operating income Operating cost Operating income Operating cost Export 107,635,235.06 96,204,044.83 2,003,197.52 1,255,489.58 South of China 39,280,797.60 28,814,228.01 37,464,399.74 28,738,770.15 North of China 11,141,038.11 9,717,383.35 11,108,038.79 10,293,637.20 East of China 50,035,273.72 41,443,043.14 34,599,721.54 25,593,179.03 Central of China 16,850,592.77 15,017,767.32 21,110,521.15 19,444,218.36 Other regions 4,560,453.06 3,789,359.32 7,554,200.00 6,814,415.28 Total 229,503,390.32 194,985,825.97 113,840,078.74 92,139,709.60 (5) Business income of top 5 clients In RMB Portion taken in all main business income of the Customers Main business income Company (%) Customers I 34,977,800.00 15.22% Customers II 33,720,300.00 14.68% Customers III 16,402,400.00 7.14% Customers IV 11,993,400.00 5.22% Customers V 11,032,286.15 4.8% Total 108,126,186.15 47.06% 31. Operating tax and extras In RMB Items Amount at this period Amount at last period Taxation standard Business tax 86,670.00 152,670.00 City maintenance and construction 339,477.47 297,350.87 tax Educational extra and others 357,931.24 212,754.25 Total 784,078.71 662,775.12 -- 32. Sales expenses In RMB Items Amount at this period Amount at last period Employee compensation and employee 4,269,343.14 1,633,406.60 costs Rental and utilities 958,120.01 179,386.30 101 深圳市深宝实业股份有限公司 2013 半年度报告全文 Depreciation and amortization expenses 44,622.05 14,567.14 Goods transport miscellaneous expenses 5,964,368.29 2,519,765.99 Sales discounts and promotion fee 610,385.61 1,072,353.38 Daily office expenses 4,253,895.79 214,400.75 Others 258,964.18 905,984.90 Total 16,359,699.07 6,539,865.06 33. Management expenses In RMB Items Amount at this period Amount at last period Employee compensation and employee 10,703,841.03 12,587,436.46 costs Rental and utilities 1,119,969.97 774,406.72 Depreciation and amortization expenses 4,429,120.87 4,836,842.79 Intermediary and disclosure expenses 1,566,030.55 3,710,265.50 Taxes 768,587.36 1,893,427.58 Daily office expenses 4,536,911.60 4,011,908.58 Others 2,065,281.12 3,529,483.41 Total 25,189,742.50 31,343,771.04 34. Financial expenses In RMB Items Amount at this period Amount at last period Interest expense 1,234,810.59 3,039,716.43 Less: Interest income -3,728,310.33 -2,735,677.05 Exchange loss 2,277,734.95 -4,339.31 Others 103,591.22 82,006.16 Total -112,173.57 381,706.23 35. Gains from change of fair value In RMB Source of gains from change of fair value Amount at this period Amount at last period Transaction financial assets 969,367.20 Total 969,367.20 102 深圳市深宝实业股份有限公司 2013 半年度报告全文 36. Investment gains (1) Details of investment gains In RMB Items Amount at this period Amount at last period Long-term equity investment gains recognized -299,393.90 under equity method Investment income from disposal of long-term 103,546,568.40 equity investment Investment income gained from disposal of 6,688.65 2,610,661.54 available-for-sales financial assets Total 6,688.65 105,857,836.04 (2) Long-term equity investment gains calculated under equity method In RMB Reasons of changes compare with last Invested unit Amount at this period Amount at last period period Shenzhen PepsiCo Beverage Co., Ltd. -299,393.90 Total -299,393.90 -- 37. Asset impairment loss In RMB Items Amount at this period Amount at last period I. Bad debt loss -43,676.24 Total -43,676.24 38. Non-operating income (1) Particular about non-operating income In RMB Included in the current Items Amount at this period Amount at last period non-recurring profit and loss amount Total income from disposal of non-current 5,720.73 8,590.63 5,720.73 assets Including: Gains from disposal of fixed 5,720.73 5,720.73 assets Gains from disposal of intangible 8,590.63 assets Government grant 5,874,022.19 663,580.00 5,874,022.19 Other 253,966.23 100,000.00 253,966.23 Total 6,133,709.15 772,170.63 6,133,709.15 103 深圳市深宝实业股份有限公司 2013 半年度报告全文 (2) Details of government grant In RMB Amount at this Amount at last Items Note period period Revenue Increase Award 2011 383,580.00 Special raw material industrialization of new-type tea drink 80,000.00 Support fund for backbone enterprise in Shenzhen for year of 180,000.00 2011 Advanced enterprise award of energy-saving and emission 10,000.00 reduction for year of 2012 Grant of demonstration plant of excellent-tea process for year 60,000.00 of 2012 Comprehensive investment award from Country Financial 3,988,745.00 Bureau Deferred income transfer-in 1,635,277.19 200,000.00 Total 5,874,022.19 663,580.00 -- 39. Non-operating expenses In RMB Included in the current Items Amount at this period Amount at last period non-recurring profit and loss amount Losses from disposal of non-current assets 3,410.56 237,578.80 3,410.56 Including: Losses from disposal of fixed assets 3,410.56 237,578.80 3,410.56 Other 70.00 Total 3,410.56 237,648.80 3,410.56 40. Income tax expense In RMB Items Amount at this period Amount at last period Current income tax calculated by tax law and relevant 3,052,026.68 924,490.46 regulations Deferred income tax 118,766.40 Total 3,052,026.68 1,043,256.86 41. Calculation of basic earnings per share and diluted earnings per share Profit in the Period Current amount Last amount Basic EPS Diluted EPS Basic EPS Diluted EPS 104 深圳市深宝实业股份有限公司 2013 半年度报告全文 Net profit attributable to (0.0237) (0.0237) 0.3542 0.3542 shareholders of ordinary shares of the Company Net profit attributable to (0.0429) (0.0429) (0.0743) (0.0743) shareholders of ordinary shares of the Company after deducting non-recurring gains/losses Calculation of basic EPS Items Current period Basic EPS (I) Numerator: Net profit attributable to shareholders of ordinary shares of the (5,934,967.21) Company(PO) Net profit attributable to shareholders of ordinary shares of the (10,772,467.32) Company after deducting non-recurring gains/losses (PO) (II) Denominator: Aggregate of shares as at period-begin (S0) 250,900,154.00 Share added due to conversion of public reserve to share capital or --- allocation of share dividends during the report period (S1) Share added due to new issuance of shares or shares converted --- from debts during the report period (Si) Shares decreased due to purchase-back of its own shares during --- the period (Sj) Shares diluted during the period (Sk) --- Number of months for the period (M0) 6 The accumulated months commencing from the month subsequent --- upon shares addition to year-end of the period (Mi) The accumulated months commencing from the month subsequent --- upon shares deduction to year-end of the period (Mj) The weighted average number of ordinary shares in issue (S) 250,900,154.00 (Ⅲ) EPS --- Basic EPS --- Net profit attributable to ordinary shareholders of company (0.0237) Net profit attributable to ordinary shareholders of company after (0.0429) deducting non-recurring gains/losses 42. Other comprehensive gains In RMB Items Amount at this period Amount at last period 105 深圳市深宝实业股份有限公司 2013 半年度报告全文 Net amount reckoned into other comprehensive income in 210,249.15 previous period while transfer-in current gains/losses Sub-total -210,249.15 Total -210,249.15 43. Notes to statement of cash flow (1) Other cash received in relation to operation activities In RMB Items Amount Government grants received 4,238,745.00 Accounts current with Jitai Company 21,500,000.00 Accounts current with Zhejiang Wafa Tea Co., Ltd. 19,400,000.00 Interest income 3,727,803.18 Others 534,083.86 Total 49,400,632.04 (2) Other cash paid in relation to operation activities In RMB Items Amount Connected amount 1,461,521.39 Administration expense 12,208,528.44 sales expense 13,410,812.02 Others 1,172,788.99 Total 28,253,650.84 (3) Other cash paid in relation to financing activities In RMB Items Amount Increase of other monetary fund 100,000.00 Total 100,000.00 44. Supplementary information to statement of cash flow (1) Supplementary information to statement of cash flow In RMB Supplementary information Current period Last period 1.Net profit adjusted to cash flow of operation activities: -- -- Net profit -4,475,950.20 88,867,376.42 Add: assets impairment losses -43,676.24 Depreciation of fixed assets, consumption of oil assets and depreciation of 5,777,044.46 5,287,017.49 productive biology assets 106 深圳市深宝实业股份有限公司 2013 半年度报告全文 Amortization of intangible assets 2,824,173.78 3,295,725.97 Amortization of long-term deferred expenses 1,142,929.69 579,974.15 Loss from disposal of fixed assets, intangible assets and other long-term -2,310.17 228,988.17 assets(gain is listed with ―-‖) Loss from change of fair value(gain is listed with ―-‖) -969,367.20 Financial expenses (gain is listed with ―-‖) 2,882,324.52 816,431.20 Investment loss (gain is listed with ―-‖) -6,688.65 -105,857,836.04 Decrease of deferred income tax asset( (increase is listed with ―-‖) 118,766.40 Decrease of inventory (increase is listed with ―-‖) -39,111,747.62 -13,838,531.10 Decrease of operating receivable accounts (increase is listed with ―-‖) -109,851,274.50 77,754,296.60 Increase of operating payable accounts (decrease is listed with ―-‖) 128,973,918.85 -52,980,100.30 Net cash flow arising from operating activities -11,847,579.84 3,259,065.52 2.Material investment and financing not involved in cash flow: -- -- 3.Net change of cash and cash equivalents: -- -- Balance of cash at period end 309,611,598.60 518,697,954.69 Less: Balance of cash at year-begin 372,922,024.47 436,842,717.15 Net increase of cash and cash equivalents -63,310,425.87 81,855,237.54 (2) Constitution of cash and cash equivalent In RMB Items Closing amount Opening amount I. Cash 309,611,598.60 372,922,024.47 Including: stock cash 246,187.41 134,145.48 Bank deposit available for payment at any time 309,365,411.19 372,787,878.99 III. Balance of cash and cash equivalent at period-end 309,611,598.60 372,922,024.47 VIII. Related Parties and Transactions 1. Parent company of the Company Proportion Proportion Final Legal of shares of voting Parent Relationsh Registratio Business Registered controller Organizati Nature representat held to the right to the company ip n place nature capital of the on code ive Company Company Company (%) (%) Developm Shenzhen Controllin ent, Limited RMB Agricultur g Chen constructio SASAC of 19217916 Company Shenzhen 1,696,964, 19.09% 19.09% al Products shareholde Shaoqun n, Shenzhen 3 (listed) 100 Co., Ltd. r operation and 107 深圳市深宝实业股份有限公司 2013 半年度报告全文 manageme nt of agricultura l products retail market, operation of market leasing etc. Explanation on parent company 2. Subsidiary of the Company Proport Proport Registra Legal ion of ion of Organiza Subsidiary of Natur Registered Type tion represent Business nature shares voting tion the Company e capital place ative held right code (%) (%) Shenzhen Limit Shenbao ed Holding Huacheng liabili Shenzhe Yan 153,451,3 7362816 subsidia Manufacture 100% 100% Science and ty n Zesong 00.00 9-3 ries Technology comp Co.,Ltd any Limit Jufangyong ed Tea Industry Holding liabili Yan 290,000,0 95.72 95.72 7723687 Co., Ltd. in subsidia Wuyuan Manufacture ty Zesong 00.00 % % 9-6 Wuyuan ries comp County any Limit Hangzhou Ju ed Holding Fang Yong liabili Hangzh Qian 175,000,0 5930562 subsidia Comprehensive 100% 100% Holding Co., ty ou Xiaojun 00.00 6-0 ries Ltd. comp any Limit Shenzhen ed Shenbao Holding Technological liabili Shenzhe Luo 54,000,00 5956640 Technology subsidia development,consultancy, 100% 100% ty n Longxin 0.00 5-9 Center Co., ries assignment comp Ltd. any Huizhou Holding Limit Huizho Yao Manufacture 60,000,00 100% 100% 6649524 Shenbao subsidia ed u Xiaopeng 108 深圳市深宝实业股份有限公司 2013 半年度报告全文 Science & ries liabili 0.00 5-0 Technology ty Co., Ltd. comp any Limit Zhejiang ed Shen Holding Wholesale and retail, liabili Shengz technological 58,000,00 51.72 51.72 0528026 Shenbao subsidia Li Yiyan ty hou development, import and 0.00 % % 3-8 Wafa TeaCo., ries export of goods comp Ltd. any Limit Fujian Mount ed Wuyi Holding liabili Wuyish Chen 40,000,00 51.75 51.75 0503166 Shenbao subsidia Comprehensive ty an Liang 0.00 % % 6-0 Yuxing Tea ries comp Co., Ltd. any Shenzhen Limit Shenbao ed Holding Sanjing Food liabili Shenzhe Yao 30,150,00 1924637 subsidia Commercial wholesale 100% 100% & Beverage ty n Xiaopeng 0.00 9-7 ries Development comp Co., Ltd any Limit Shenzhen ed Shenbao Holding liabili Shenzhe 5,000,000. 2793140 Properties subsidia Li Fang Property management 51% 51% ty n 00 9-X Management ries comp Co., Ltd. any Limit Shenzhen ed Shenbao Holding liabili Shenzhe Guan 5,500,000. 1921863 Industrial & subsidia Commercial wholesale 100% 100% ty n Lihua 00 9-8 Trading Co., ries comp Ltd. any Limit Shenzhen ed Shenbao(Lia Holding liabili Shenzhe 2,378,000. oyuan) subsidia -- -- 53.5% 53.5% ty n 00 Industrial ries comp Co., Ltd. any 109 深圳市深宝实业股份有限公司 2013 半年度报告全文 3. Details of joint-venture and affiliated enterprise of the Company Proporti Equity on of proporti Place of Legal voting Related Nature of on held Organizati Company Type registrati representati Register capital rights in relationsh business by the on code on ve invested ip Compan company y (%) (%) I. Joint-venture II. Affiliated enterprise Changzh Limited ou Pan liability Changzh Manufactu Affiliated 77052631- Sanjing Guangshen 54,000,000.00 33% 33% compan ou re company 6 Oil Co., g y Ltd. Shenzhen Limited PepsiCo liability Manufactu US$ 12,250,000. Affiliated 61890818- Shenzhen Zhu Huaxi 10% 10% Beverage compan re 00 company 4 Co., Ltd. y 4. Particulars about other related parties Name Related relationship Organization code The company’s original largest Shenzhen Investment Management Co., Ltd. 192197644 shareholder Second-largest shareholder of the Shenzhen Investment Holdings Co., Ltd. 76756642-1 Company Changzhou Sanjing Oil Co., Ltd. Affiliated company 66382186-2 Minority shareholders of holding Zhejiang Wafa Tea Co., Ltd. 05280263-8 subsidiary company Fujian province Wuyishan Shenbao Yuxing Tea Minority shareholders of holding 71730243-6 Co.,Ltd. subsidiary company Minority shareholders of holding Xingjiu Tea Co.,Ltd. 58310361-7 subsidiary company 5. Related transaction (1) Statement of commodity purchased and labor service received In RMB Price-making Amount at this period Amount at last period Related Related Party Method and Trading Amount Proportion in the Amount Proportion in the Decision-making 110 深圳市深宝实业股份有限公司 2013 半年度报告全文 Procedure same trade amount same trade amount (%) (%) Zhejiang Wafa Tea Purchase Market Price 108,602,905.57 98.03% Co.,Ltd. of tea Fujian province Purchase Wuyishan Yuxing Market Price 2,171,253.64 1.97% of tea Tea Co.,Ltd. Shenzhen Purchase Investment The Market Price 84,247,219.00 100% Holdings Co., Ltd. office Statement of commodity sales and labor service provided In RMB Amount at this period Amount at last period Proportio Proportio Price-making n in the n in the Method and Related Party Related Trading same same Decision-making Amount Amount trade trade Procedure amount amount (%) (%) Shenzhen Agricultural Sales of tea Market Price 258,046.00 100% 93,397.42 100% Products Co., Ltd. (2) Related leasing Statement of company leasing In RMB Name of the Name of the Type of leasing The beginning The ending date Rent pricing basis The confirmed lessor lessee assets date of leasing of leasing rent in the reporting Fujian Mount Fujian province Wuyi Shenbao Wuyishan Yuxing Workshop 2012-09-08 2014-09-08 Market Price 180,000.00 Yuxing Tea Co., Tea Co.,Ltd. Ltd. Statement of related leasing The production workshop that provided for Fujian province Wuyishan Yuxing Tea Co., Ltd. located in Huanglongzhou Huangbaicun Wuyi Street Wuyishan City Fujian province, and the rent was RMB 720,000 in total, and the cost of the period was RMB 180,000. Related trade pricing was based on market price. (3) Related guarantee In RMB Guaranteed Performed or Guarantor Guaranteed Party Start Date Due Date Amount not 111 深圳市深宝实业股份有限公司 2013 半年度报告全文 Shenzhen Shenbao Sanjing Shenzhen Shenbao Food & Beverage 30,000,000.00 2013-03-11 2014-03-10 Yes Industrial Co., Ltd *1 Development Co., Ltd Shenzhen Shenbao Sanjing Shenzhen Shenbao Food & Beverage 25,000,000.00 2013-06-19 2014-06-18 No Industrial Co., Ltd*1 Development Co., Ltd Shenzhen Shenbao Shenzhen Shenbao Huacheng Science and 30,000,000.00 2013-03-11 2014-03-10 Yes Industrial Co., Ltd*2 Technology Co.,Ltd Shenzhen Shenbao Shenzhen Shenbao Huacheng Science and 25,000,000.00 2013-06-19 2014-06-18 No Industrial Co., Ltd*2 Technology Co.,Ltd Shenzhen Shenbao Shenzhen Shenbao Huacheng Science and 30,000,000.00 2013-05-30 2014-05-30 No Industrial Co., Ltd*3 Technology Co.,Ltd Particulars about related guarantees *1: The Company entered into the ―Contract of Warranty for the Maximum Amount‖ with town bank of Baosheng Village, Nanshan disctrict, Shenzhen on 27 August 2012 for offering loan guarantee for Shenzhen Sanjing, subsidiary of the Company with terms from 27 August 2012 to 26 August 2013. Shenbao Sanjing entered into a contract of current capital loans with town bank of Baosheng Village, Nanshan disctrict, Shenzhen on 11 March 2013 for loans RMB 30 million obtained with one-year term. The Company offering joint liability guarantee for the loans, as of 29 May 2013, RMB 30 million was returned. Shenbao Sanjing entered into a contract of current capital loans with town bank of Baosheng Village, Nanshan disctrict, Shenzhen on 19 June 2013 for loans RMB 25 million obtained with one-year term. The Company offering joint liability guarantee for the loans. Blance at the period-end was RMB 25 million. *2: The Company entered into the ―Contract of Warranty for the Maximum Amount‖ with town bank of Baosheng Village, Nanshan disctrict, Shenzhen on 27 August 2012 for offering loan guarantee for Shenzhen Huacheng, subsidiary of the Company with terms from 27 August 2012 to 26 August 2013. Shenbao Huacheng entered into a contract of current capital loans with town bank of Baosheng Village, Nanshan disctrict, Shenzhen on 11 March 2013 for loans RMB 30 million obtained with one-year term. The Company offering joint liability guarantee for the loans, as of 29 May 2013, RMB 30 million was returned. Shenbao Huacheng entered into a contract of current capital loans with town bank of Baosheng 112 深圳市深宝实业股份有限公司 2013 半年度报告全文 Village, Nanshan disctrict, Shenzhen on 19 June 2013 for loans RMB 25 million obtained with one-year term. The Company offering joint liability guarantee for the loans. Blance at the period-end was RMB 25 million. *3: Subsidiary of the Company, Shenbao Huacheng entered into a ―Comprehensive Credit Contract‖ with Shenzhen Branch of Ping An Bank Co., Ltd. dated 30 May 2013 for credit amount of RMB 30 million borrowed. The Company offering joint liability guarantee for the loans with one-year term, and blance at the period-end was RMB 30 million. 6. Account receivable/payable for related parties The listed company account receivable from related parties In RMB Period-end Period-begin Item Related party Bad debt Bad debt Book balance Book balance provision provision Account Shenzhen Agricultural Products 6,602.00 receivable Co., Ltd. Advance Zhejiang Wafa Tea Co.,Ltd. 10,282,192.09 4,581,943.05 payments Other account Changzhou Sanjing Oil Co., Ltd. 17,524,213.70 2,022,775.72 16,488,110.19 2,022,775.72 receivable The listed company account payable to related parties In RMB Items Related party Balance at period-end Balance at period-begin Account payable Zhejiang Wafa Tea Co.,Ltd. 16,585,588.39 12,390,555.20 Shenzhen Investment Other account payable 3,510,297.20 3,510,297.20 Management Co., Ltd. Other account payable Zhejiang Wafa Tea Co.,Ltd. 19,400,000.00 Shenzhen Investment Dividend payable 2,690,970.14 2,690,970.14 Management Co., Ltd. IX.Contingency 1. Contingent liability and its financial influence formed by debt guarantee provided for other units The case concerning the joint-liability guarantee the Company provided for the RMB 7 million loans which Shenzhen China Bicycle Company (Holdings) Limited (―CBC‖ for short) had obtained from Shenzhen Branch of China Construction Bank (―Construction Bank‖ for short) has been closed with reconciliation. The Agreement of Interest Reduction was signed between the Company and Construction Bank in 2003, the RMB 7 million have been paid by the Company for CBC in two phases and accomplished the jointly liability; Concerning the jointly-liability of the Company for Letter of Credit Opening for CBC in Shenzhen Branch of Bank of China with USD 0.8 million, being verdict by Civil Ruling of (1999) YFJYZZ No. 26 from Guangdong Higher People’s Court, the Company takes the jointly-liability for payment. Till end of 30 June 2004, the RMB 6.6316 million (USD 0.8 million by converted) have been paid by the Company for CBC 113 深圳市深宝实业股份有限公司 2013 半年度报告全文 and accomplished the jointly liability; later on 22 July 2004, the Company applied to Shenzhen Intermediate People’s Court for the enforcement on the above repayment. Shenzhen Intermediate People’s Court verdict that the RMB 7 million repaid by the Company for CBC should be paid to the Company together with interest during capital occupation, (2004) SZFMECZ No. 448. Due to the failure implementation for the verdict on time and certain content from CBC, the Company applied for enforcement to Shenzhen Intermediate People’s Court on 20 December 2004. The Civil Ruling and Execution Order of (2004) SZFZZ No. 1382 and (2005) SZFZZ No. 208 were delivered to CBC on 14 January 2005 from Shenzhen Intermediate People’s Court with verdict that: seal up and freeze the property of CBC (limited as RMB 14,131,575.92) and order CBC performed the effective-ness law documents and relevant obligations within five days since the execution order received. Un-performed undue, the enforcement will exercise by Shenzhen Intermediate People’s Court. Later, the abovementioned two executions was appointed by the Court of Guangzhou Railway Transportation by Guangdong Higher People’s Court, and the case abortion due to no property clue been found. Execution should be applied to Court of Guangzhou Railway Transportation for recover due to the situation of abortion disappeared. On 12 October 2012, concerning the application from Shenzhen Guosheng Energy Investment Development Co., Ltd., Shenzhen Intermediate People’s Court accepted and verdict the bankruptcy case of CBC. The Company declared creditor’s right of RMB24, 061,322.14 to manager of CBC. On 17 July 2013, a Civil Ruling Paper (2012) Shen Zhong Fa Po Zi No. 30-4 was carried out by the Shenzhen Intermediate People’s Court, the creditors’ right RMB 20,972,491.51 for the Company from CBC was judged. X. Events occurring after the balance 1. Explanation on profit distribution occurring after the balance sheet date In RMB Profit or dividend distributed and public after deliberation and 50,180,030.80 approval XI. Other significant events 1. Other 1. According to the construction project cooperation agreement entered into by the Company and Shenzhen Jitai Industrial Development Co., Ltd.(hereinafter referred to as Jitai Industrial), the Company and Jitai Industrial developed and built office building for its own use with the land located at Wenjin north road, Luohu district Shenzhen(No. H307-0018). The Company would not increase any investment to this project and assume any cost, Jitai Industrial shall be responsible for the entire capital for project construction. The Company determined the property allocation proportion based on the appraisal value of the land (No. H307-0018) of RMB42 million. The property allocation proportion of the Company was: based on the appraisal value of the land (No. H307-0018), to determine the proportion that RMB42 million accounts for in the total construction cost (namely RMB42 million plus the entire audited capital contributed by Jitai Industrial to the project); if the proportion is less than 20%, then the smallest allocation proportion of the Company shall be 20%. In December 2012, both parties agreed to cancel the purpose of the above office building, and transferred the construction in progress of RMB77,295,880.97 occurred by the project and land amortization cost of RMB58,892,053.48 to inventories-development cost for calculation. As of 30 June 2013, Jitai Industrial has provided land premiums and construction account of RMB98,127,654.20. The construction account of RMB 57,845,831.01 payable to Zhongtai Construction Group Co., Ltd. still paid for provision and payment by Jitai Industrial. 2. Major assets restructuring from 10% euquity of Shenzhen Pepsi transfer 114 深圳市深宝实业股份有限公司 2013 半年度报告全文 The Company plan and prepare the euqity transfer of Shenzhen Pepsi, stock-jointly company of the Company, stock of the Company suspended since 28 December 2012. Being deliberated and approved by the 3rd meeting of 8th session of the Board dated 10 January 2013, ten percent equity of Shenzhen Pepsi held by the Company was sold via publicly traded for RMB 95 million. As of end of the listing, one qualified buyer emerge—PepsiCo (China). According to the relevatn regulation of property transaction, the equity transfer entered into a process of contract transfer. The Company entered into a ―Equity Transfer Agreement‖ with PepsiCo (China) dated 28 Febuarary 2013 with dealing price of RMB 95 million. On 18 March 2013 and 8 April 2013, the 4th meeting of 8th session of the Board and 1st extraordinary shareholders’ general meeting of 2013 were held respectively for deliberating the major assts sold and relevant proposals. On 10 May 2013, the Company received the Reply on Approval for the Plan of Major Assets Restructuring of Shenzhen Shenbao Industrial Co., Ltd (Zheng Jian Xu Ke [2013] No.635) issued by the CSRC, to approve the aforesaid major assets sold. Ownership transfer procedure for 10% equity of Shenzhen Pepsi was completed on 12 June 2013. The Company recived equity transfer amount RMB 95 million on 16 August 2013, so far, the 10% equity of Shenzhen Pepsi transfer with major assets restructuring concerned was completed. XII.Notes to main items in financial statements of parent company 1. Account receivable (1) Account receivable In RMB Closing amount Opening amount Book balance Bad debt provision Book balance Bad debt provision Categories Ratio Ratio Ratio Ratio Amount Amount Amount Amount (%) (%) (%) (%) Account receivable of bad debt provision withdrawal by combination Account receivable with single minor amount but 28,453.08 100% 28,453.08 100% 28,453.08 100% 28,453.08 100% withdrawal bad debt provision for single item Total 28,453.08 -- 28,453.08 -- 28,453.08 -- 28,453.08 -- Statement on category of explanation on account receivables Account receivables represent account receivables and other receivables. The Company realizes bad debt under the following standards: ①due to withdrawal, bankruptcy or death of debtor, debt can not be recovered or insufficient cash flow after settlement with the bankruptcy property or heritage; ②debtor can’t perform his debt obligations within the time limit, and there is obvious characteristics showing that the debt can’t be recovered. As for the account receivables where there is obvious evidence showing that it is impossible to recover the same, the account receivables shall be realized as bad debt losses, and the bad debt reserve provided shall be written off accordingly. The Company calculates the possible bad debt loss by allowance method. 1. Account receivables with significant amount of single item and bad debt reserve provided item by item Standards for realization of account receivables with significant amount of single item and bad debt reserve provided item by item: Specific standards for single item with significant amount: account for 10% (10% included) of the 115 深圳市深宝实业股份有限公司 2013 半年度报告全文 balance of account receivables. Provision method for bad debt reserve of account receivables with significant amount of single item: conduct impairment test individually, provide bad debt reserve based on the difference between the present value of predicted future cash flow and its carrying value, and recorded in current gains and losses. 2. Account receivables with bad debt reserve provided under aging groups (1) The group belongs to account receivables which are not impaired after individual test. (2) Provision method for the group: bad debt reserve is provided under aging method, with provision standards as follows: Age Withdrawal proportion of Withdrawal proportion of other account receivable account receivable within 1 year(Including 1 year) 0% 0% 1-2years(Including 2 years) 5% 5% 2-3years(Including 3 years) 10% 10% Over 3 years 15% 15% 3. Account receivables without significant amount of single item and bad debt reserve provided item by item Grounds for provision of bad debt reserve item by item: there is objective evidence showing it maybe impaired. For example, due to withdrawal, bankruptcy or death of debtor, debt can not be recovered or insufficient cash flow after settlement with the bankruptcy property or heritage. Provision method for bad debt reserve: as for the account receivables which maybe impaired proven by objective evidence, the account shall be separated from the related group and experience individual impairment test, and realize impairment losses. Account receivable with single major amount and withdrawal bad debt provision for single item at period-end □ Application √ Not-application In combination, account receivable withdrawal bad debt provision by age analysis √ Application □ Not-application In RMB Closing amount Opening amount Book balance Book balance Age Ratio Bad debt provision Ratio Bad debt provision Amount Amount (%) (%) Within 1 year Including: -- -- -- -- -- -- Account receivables provided for bad debt reserve under balance percentage method in the groups: □ Application √ Not-application Account receivables provided for bad debt reserve under other method in the groups: □ Application √ Not-application 116 深圳市深宝实业股份有限公司 2013 半年度报告全文 Account receivable with single minor amount but withdrawal bad debt provision for single item at period-end √ Application □ Not-application In RMB Withdrawal proportion Account receivable Book balance Bad debt provision Reasons (%) Instrument factory of Minor possibility in 9,996.58 9,996.58 100% Potou Hubei recover Minor possibility in Guo Wenhui 18,456.50 18,456.50 100% recover Total 28,453.08 28,453.08 -- -- 2. Other receivables (1) Other receivables In RMB Closing amount Opening amount Categories Book balance Bad debt provision Book balance Bad debt provision Ratio Ratio Ratio Ratio Amount Amount Amount Amount (%) (%) (%) (%) Other receivable of bad debt provision withdrawal by combination Other account receivable withdrawal bad debt 97.81 97.45 244,774,980.19 2,071,578.39 0.85% 208,916,171.51 2,071,578.39 0.99% provision by age % % combination 97.81 97.45 Subtotal of group 244,774,980.19 2,071,578.39 0.85% 208,916,171.51 2,071,578.39 0.99% % % Other account receivable with single minor amount 5,472,398.91 2.19% 5,472,398.91 100% 5,472,398.91 2.55% 5,472,398.91 100% but withdrawal bad debt provision for single item Total 250,247,379.10 -- 7,543,977.30 -- 214,388,570.42 -- 7,543,977.30 -- Statement on category of explanation on other account receivables Account receivables represent account receivables and other receivables. The Company realizes bad debt under the following standards: ①due to withdrawal, bankruptcy or death of debtor, debt can not be recovered or insufficient cash flow after settlement with the bankruptcy property or heritage; ②debtor can’t perform his debt obligations within the time limit, and there is obvious characteristics showing that the debt can’t be recovered. As for the account receivables where there is obvious evidence showing that it is impossible to recover the same, the account receivables shall be realized as bad debt losses, and the bad debt reserve provided shall be written off accordingly. The Company calculates the possible bad debt loss by allowance method. 1. Account receivables with significant amount of single item and bad debt reserve provided item by item 117 深圳市深宝实业股份有限公司 2013 半年度报告全文 Standards for realization of account receivables with significant amount of single item and bad debt reserve provided item by item: Specific standards for single item with significant amount: account for 10% (10% included) of the balance of account receivables. Provision method for bad debt reserve of account receivables with significant amount of single item: conduct impairment test individually, provide bad debt reserve based on the difference between the present value of predicted future cash flow and its carrying value, and recorded in current gains and losses. 2. Account receivables with bad debt reserve provided under aging groups (1) The group belongs to account receivables which are not impaired after individual test. (2) Provision method for the group: bad debt reserve is provided under aging method, with provision standards as follows: Age Provision percentage for Provision percentage for other accounts receivable receivable Within 1 year(Including 1 year) 0% 0% 1-2years(Including 2 years) 5% 5% 2-3years(Including 3 years) 10% 10% Over 3 years 15% 15% 3. Account receivables without significant amount of single item and bad debt reserve provided item by item Grounds for provision of bad debt reserve item by item: there is objective evidence showing it maybe impaired. For example, due to withdrawal, bankruptcy or death of debtor, debt can not be recovered or insufficient cash flow after settlement with the bankruptcy property or heritage. Provision method for bad debt reserve: as for the account receivables which maybe impaired proven by objective evidence, the account shall be separated from the related group and experience individual impairment test, and realize impairment losses. Other account receivable with single major amount and withdrawal bad debt provision for single item at period-end □ Application √ Not-application In combination, other account receivable withdrawal bad debt provision by age combination √ Application □ Not-application In RMB Closing amount Opening amount Book balance Book balance Age Ratio Bad debt provision Ratio Bad debt provision Amount Amount (%) (%) Within 1 year Including: -- -- -- -- -- -- 118 深圳市深宝实业股份有限公司 2013 半年度报告全文 Subtotal within 228,861,849.18 91.45% 193,003,040.50 90.02% 1 year 1-2years 948,836.79 0.38% 47,441.84 948,836.79 0.44% 47,441.84 2-3years 4,410,151.72 1.76% 441,015.17 4,410,151.72 2.06% 441,015.17 Above 3 years 10,554,142.50 4.22% 1,583,121.38 10,554,142.50 4.93% 1,583,121.38 3-4years 2,288,838.66 0.91% 343,325.80 2,288,838.66 1.07% 343,325.80 4-5years 3,411,568.79 1.36% 511,735.32 3,411,568.79 1.59% 511,735.32 Above5years 4,853,735.05 1.95% 728,060.26 4,853,735.05 2.27% 728,060.26 Total 244,774,980.19 -- 2,071,578.39 208,916,171.51 -- 2,071,578.39 Other receivables provided for bad debt reserve under balance percentage method in the groups: □ Application √ Not-application Other receivables provided for bad debt reserve under other method in the groups: □ Application √ Not-application Other account receivable with single minor amount but withdrawal bad debt provision for single item at period-end √ Application □ Not-application In RMB Withdrawal proportion Other account receivable Book balance Bad debt provision Reasons (%) Other account receivable Formed due to history 5,472,398.91 5,472,398.91 100% with over 3 years reasons, hard to recover Total 5,472,398.91 5,472,398.91 -- -- (2) The top 5 amounts in other account receivables In RMB Relationship Portion in total other receivables Name of the unit with the Amount Age (%) Company Wholly-owned within 1 Huizhou Shenbao Technology 158,220,104.73 63.23% subsidiary year Wholly-owned within 1 Shenbao Sanjing 26,204,103.10 10.47% subsidiary year Holding within 1 Shen Shenbao Huafa 20,600,000.00 8.23% subsidiaries year Affiliated Changzhou Sanjing Oil Co., Ltd. 16,894,213.70 1-5 years 6.75% company Atos Covics Business Solutions Non-related within 1 1,345,600.00 0.54% (Shanghai) Co., Ltd. party year 119 深圳市深宝实业股份有限公司 2013 半年度报告全文 Total -- 223,264,021.53 -- 89.22% (3) Other receivables due from related parties In RMB Portion in total other receivables Name of the unit Relationship with the Company Amount (%) Wholly-owned Huizhou Shenbao Technology 158,220,104.73 63.23% subsidiary Wholly-owned Shenbao Sanjing 26,204,103.10 10.47% subsidiary Shen Shenbao Huafa Holding subsidiaries 20,600,000.00 8.23% Changzhou Sanjing Oil Co., Affiliated company 16,894,213.70 6.75% Ltd. Shenbao Industrial Trading & Wholly-owned 530,589.19 0.21% Developmen subsidiary Total -- 222,449,010.72 88.89% 3. Long-term equity investment In RMB Explanat ion for Votin un-conc Cas Share Withdra g ord h s held wal of rights between bon Name of Calculat Chan in Impairme impairm Investment Opening Closing in shares us the ion ges invest nt ent cost balance balance invest held and in Companies method +,- ed provision provisio ed voting this unit n in this unit rights peri (%) period (%) held in od invested unit Shenzhen Shenbao Equity 2,870,000. 2,870,000. 2,870,000. 49.14 49.14 2,870,000 (Xinmin) 00 00 00 % % .00 Food Co., Ltd Changzhou Equity 13,500,000 33% 33% Sanjing Oil .00 120 深圳市深宝实业股份有限公司 2013 半年度报告全文 Co., Ltd. Shenbao 2,550,000. 2,550,000. 2,550,000. Cost 51% 51% Properties 00 00 00 Shenbao Industrial 5,500,000. 5,500,000. 5,500,000. Trading & Cost 100% 100% 00 00 00 Developme n Shenbao 80,520,842 80,520,842 80,520,842 Cost 100% 100% Sanjing .36 .36 .36 Shenbao 168,551,78 168,551,78 168,551,78 Cost 100% 100% Huacheng 1.80 1.80 1.80 Huizhou 60,000,000 60,000,000 60,000,000 Shenbao Cost 100% 100% .00 .00 .00 Technology Wuyuan 280,404,13 280,404,13 280,404,13 95.72 95.72 Cost Jufangyong 4.35 4.35 4.35 % % Hangzhou 176,906,95 176,906,95 176,906,95 Cost 100% 100% Jufangyong 2.42 2.42 2.42 Shenbao 54,676,764 54,676,764 54,676,764 Technology Cost 100% 100% .11 .11 .11 Center Shenbao 53.5 53.5 Cost 57,628.53 57,628.53 57,628.53 57,628.53 Liaoyuan % % Shen 30,000,000 30,000,000 30,000,000 51.72 51.72 Shenbao Cost .00 .00 .00 % % Huafa Shenzhen Sanjiu 2,480,000. 2,480,000. 2,480,000. 0.95 0.95 2,480,000 Weitai Cost 00 00 00 % % .00 Holdings Co., Ltd. Shenzhen Tianji Optical-Ele 15,000,000 15,000,000 15,000,000 3.77 3.77 15,000,00 ctric Cost .00 .00 .00 % % 0.00 Technologi es Co., Ltd.*3 Shenzhen Cost 24,071,627 25,413,791 25,413,791 10% 10% 121 深圳市深宝实业股份有限公司 2013 半年度报告全文 PepsiCo .22 .08 .08 Beverage Co., Ltd. 917,089,73 904,931,89 904,931,89 20,407,62 Total -- -- -- -- 0.79 4.65 4.65 8.53 4. Operating income and operating cost (1) Operating income In RMB Items Amount at this period Amount at last period Operating income of main 850,941.33 business Operating income of other 1,200,000.00 1,200,000.00 business Total 1,200,000.00 2,050,941.33 Operating cost 0.00 422,583.09 (2) Main business (by industry) In RMB Amount at this period Amount at last period Industry Operating income operating cost Operating income operating cost Industry 850,941.33 422,583.09 Total 850,941.33 422,583.09 (3) Main business (by products) In RMB Amount at this period Amount at last period Product Operating income operating cost Operating income operating cost Tea products 850,941.33 422,583.09 Total 850,941.33 422,583.09 (4) Main business (by area) In RMB Amount at this period Amount at last period Area Operating income operating cost Operating income operating cost South China 628,223.12 205,251.35 Other area 222,718.21 217,331.74 Total 850,941.33 422,583.09 (5) Main business income in top five clients In RMB Proportion in total main Name Total Operating income business income (%) 122 深圳市深宝实业股份有限公司 2013 半年度报告全文 Customer I 1,200,000.00 100% Total 1,200,000.00 100% 5. Investment income (1) Details of investment income In RMB Items Amount at this period Amount at last period Investment income of long-term equity based on equity -299,393.90 Investment income from disposal of long-term equity 103,546,568.40 Investment income obtained from disposal of transactional 2,610,661.54 financial assets Total 105,857,836.04 (2) Investment income of long-term equity based on equity In RMB Amount at last Reason of changes compare with last Unit Amount at this period period period Shenzhen PepsiCo Beverage Co., Ltd. -299,393.90 Total -299,393.90 -- 6. Supplementary information about statement of cash flow In RMB Supplementary information Current period Last period 1.Net profit adjusted to cash flow of operation activities: -- -- Net profit -7,840,872.40 90,953,054.22 Depreciation of fixed assets, consumption of oil assets and 624,570.06 621,105.81 depreciation of productive biology assets Amortization of intangible assets 52,458.36 914,336.11 Amortization of long-term deferred expenses 132,681.36 143,469.28 Loss from disposal of fixed assets, intangible assets and other -2,248.14 180,081.65 long-term assets(gain is listed with ―-‖) Loss from change of fair value(gain is listed with ―-‖) -970,867.20 Financial expenses (gain is listed with ―-‖) 1,270,042.56 93,900.89 Investment loss (gain is listed with ―-‖) -105,857,836.04 Decrease of deferred income tax asset( (increase is listed with ―-‖) 92,575.65 Decrease of inventory (increase is listed with ―-‖) -25,551,327.08 112,154.23 Decrease of operating receivable accounts (increase is listed with 17,756,680.58 150,385,576.30 ―-‖) Increase of operating payable accounts (decrease is listed with ―-‖) 24,176,050.67 -25,582,352.09 123 深圳市深宝实业股份有限公司 2013 半年度报告全文 Net cash flow arising from operating activities 10,618,035.97 111,085,198.81 2. Material investment and financing not involved in cash flow: -- -- 3. Net change of cash and cash equivalents: -- -- Balance of cash at period end 67,427,759.75 186,945,009.15 Less: Balance of cash at period-begin 55,033,726.34 399,181,994.57 Net increaseof cash and cash equivalents 12,394,033.41 -212,236,985.42 XIII.Supplementary information 1. Current non-recurring gains/losses In RMB Items Amount Note Gains/losses from the disposal of non-current asset (including the 2,310.17 write-off that accrued for impairment of assets) Governmental subsidy calculated into current gains and losses(while closely related with the normal business of the 5,874,022.19 Company, excluding the fixed-amount or fixed-proportion governmental subsidy according to the unified national standard) Gains and losses from change of fair values of held-for-transaction financial assets and financial liabilities except for the effective hedge business related to normal business of the 6,688.65 Company, and investment income from disposal of transactional financial assets and liabilities and financial assets available for sale Other non-operating income and expenditure except for the 253,966.23 aforementioned items Less: Impact on income tax 1,299,487.13 Total 4,837,500.11 -- 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 □ Application √ Not-application 2. Difference of accounting data under CAS and IAS (1) Difference of net profit and net assets disclosed in financial report based on IAS and CAS In RMB 124 深圳市深宝实业股份有限公司 2013 半年度报告全文 Net profit attributable to Net assets attributable to shareholders of listed company shareholders of listed company Amount in this Amount in last Closing amount Opening amount period period By Chinese Accounting Standards -5,934,967.21 88,867,376.42 908,101,676.17 964,216,674.18 Items and amount adjusted by IAS 1. Adjustment on amortization of 1,016,958.04 1,016,958.04 differences of equity investment 2. Adjustment on cost of transferring 381,359.27 -762,718.54 -762,718.54 Shenzhen Pepsi’s equity 3. Other adjustment on regulated 1,067,000.00 1,067,000.00 funds payable in share market By International Accounting -5,934,967.21 89,248,735.69 909,422,915.67 965,537,913.68 Standards 3. ROE and EPS In RMB EPS Profit in the Period Weighted average ROE (%) Basic EPS Diluted EPS Net profit attributable to common shareholders -0.62% -0.0237 -0.0237 of the Company Net profit attributable to common shareholders of the Company after deducting non-recurring -1.12% -0.0429 -0.0429 gains/losses 4. Abnormalities and reasons of the accounting statement items of the Company Items Closing balance ( or Opening balance( or Changes % Reasons Current period ) Last period ) Account paid in advance 16,191,997.35 28,323,450.51 (42.83) *1 Other account payable 32,709,966.50 22,251,167.26 47.00 *2 Other current assets 4,423,309.30 1,760,669.36 151.23 *3 Construction in process 194,408,881.52 94,422,143.01 105.89 *4 Short-term loans 80,000,000.00 --- 100 *5 Wages payable 2,668,977.97 4,937,554.49 (45.95) *6 Operation income 229,743,390.32 114,026,690.16 101.48 *7 Operation cost 195,082,954.37 92,593,340.74 110.69 *8 Sales expenses 16,359,699.07 6,539,865.06 150.15 *9 Investment Income 6,688.65 105,857,836.04 (99.99) *10 125 深圳市深宝实业股份有限公司 2013 半年度报告全文 Non-operation income 6,133,709.15 772,170.63 694.35 *11 *1: imported tea was arrival at port, and the account paid in advance for the tea decreased; *2: export tax refund receivable increased; *3: VAT ready for deducted increased; *4: new office building purchased and the comprehensive investment of tea industrial chain in Wuyuan Jufangyong increased; *5: the short-term loans increased; *6: the performance pay for year of 2012 was paid; *7: business of the subsidary increased last year was showed in this year, and no such presentation at same period of last yera; *8: business of the subsidary increased last year was showed in this year, and no such presentation at same period of last yera; *9: business of the subsidary increased last year was showed in this year, and no such presentation at same period of last yera; *10: at same period of last yera, there has equity income obtained from 15% equity of Shenzhen Pepsi transfer, and no such gains obtained in the Period; *11: The governmetn grant of ―Comprehensive investment award‖ RMB 3.9887 million was received in the Period and deferred income transfer-in. Section IX. Documents available for Reference I. Documents available for reference The office of board in the Company had the complete reference file for CSRC, Shenzhen Stock Exchange and shareholders of the company to query, including: 1. Text of financial statement with signature and seals of legal person, person in charge of accounting works and person in charge of accounting institution; 2. Original and official copies of all documents which have been disclosed on Securities Times, China Securities Journal, and Hong Kong Commercial Daily in the report period; 3. Original copies of Semi-Annual Report 2013 with signature of the Chairman. II. Disclosure approval for the financial statement The financial statement published on 19 August 2013 approved by the Board Shenzhen Shenbao Industrial Co., Ltd 19 August 2013 126