深圳市深宝实业股份有限公司 2014 年半年度报告全文 SHENZHEN SHENBAO INDUSTRIAL CO., LTD SEMI-ANNUAL REPORT 2014 August 2014 1 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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 deliberation of this Report. 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 2014 is authentic, accurate and complete. Concerning the forward-looking statements with future planning involved in the semi-annual report, they do not constitute a substantial commitment for investors, 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 2 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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. 3 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Content Section I. Important Notice, Contents and Paraphrase .......................................... 2 Section II Company profile ........................................................................................ 7 Section III. Accounting data and summary of financial indexes ............................ 9 Section IV. Report of the Board of Directors .......................................................... 11 Section VIII. Financial Report ................................................................................. 39 Section IX. Documents available for Reference ................................................... 144 4 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Paraphrase Items Refers to Contents 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. Shenshenbao Investment Refers to Shenzhen Shenshenbao Investment Co., Ltd. Fuhaitang Refers to Fuhaitang Tea Ecological Technology Co., Ltd. Chunshi Network Refers to Hangzhou Chunshi Network Technology Co.,Ltd. Yuxing Company Refers to Fujian Wuyishan Yuxing Tea Co., Ltd. Zhejiang Huafa Refers to Zhejiang Huafa 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 Dahua CPA Refers to Dahua Certified Public Accountants (LLP) Article of Association of Shenzhen Shenbao Industrial Co., Article of Association Refers to Ltd 5 深圳市深宝实业股份有限公司 2014 年半年度报告全文 RMB/10 thousand Yuan Refers to CNY/ten thousand Yuan 6 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Section II Company profile I. Company information SHENSHENBAO-A, Short form for share Stock code 000019, 200019 SHENSHENBAO-B Listing stock exchange Shenzhen Stock Exchange Chinese name of the 深圳市深宝实业股份有限公司 Company Abbr. of Chinese name of the Company(if 深宝 applicable) English name of the SHENZHEN SHENBAO INDUSTRIAL CO.,LTD. Company(if applicable) Abbr. of English name of the Company(if SBSY applicable) Legal Representative Zheng Yuxi II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Li Yiyan Huang Bingxia 23/F, Education Technology Mansion, No.26 23/F, Education Technology Mansion, No.26 Zizhu Contact add. Zizhu Qi Dao, Zhuzilin Fourth Road, Futian Qi Dao, Zhuzilin Fourth Road, Futian District, District, Shenzhen Shenzhen Tel. 0755-82027522 0755-82027522 Fax. 0755-82027522 0755-82027522 E-mail lyy@sbsy.com.cn huangbx@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 7 深圳市深宝实业股份有限公司 2014 年半年度报告全文 no change in reporting period, found more details in Annual Report 2013. 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 2013. 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 2013. 8 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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) 118,250,169.14 229,743,390.32 -48.53% Net profit attributable to shareholders of the listed -23,382,126.99 -5,934,967.21 -293.97% company(RMB) Net profit attributable to shareholders of the listed company -28,395,649.40 -10,772,467.32 -163.59% after deducting non-recurring gains and losses(RMB) Net cash flow arising from operating 16,786,120.54 -11,847,579.84 241.68% activities(RMB) Basic earnings per share -0.0777 -0.0237 -227.85% (RMB/Share) Diluted earnings per share -0.0777 -0.0237 -227.85% (RMB/Share) Weighted average ROE (%) -2.47% -0.62% -298.39% Increase/decrease in this End of current period End of last period report-end over that of last period-end Total assets (RMB) 1,402,346,193.23 1,336,638,587.42 4.92% Net assets attributable to shareholder 934,168,283.36 960,517,069.55 -2.74% 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 disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) In RMB 9 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Net profit attributable to shareholders of Net assets attributable to shareholders of listed company listed company Amount in this Amount at Amount at Amount in last period period period-end period-begin Chinese GAAP -23,382,126.99 -5,934,967.21 934,168,283.36 960,517,069.55 Items and amount adjusted by IAS Adjustment for other payable fund of stock 1,067,000.00 1,067,000.00 market regulation IAS -23,382,126.99 -5,934,967.21 936,669,911.47 961,584,069.55 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 for impairment of 2,818,518.36 assets) Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota 1,639,508.42 or ration according to national standards, which are closely relevant to 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 396,856.13 to normal business of 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 286,559.99 the aforementioned items Less: impact on income tax 129,282.25 Impact on minority shareholders’ equity (post-tax) -1,361.76 Total 5,013,522.41 -- 10 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Section IV. Report of the Board of Directors I. Introduction In reporting period, the Company stably promoted execution of various sections including the Deep & Fine processing, fine tea, food & beverage, Tea Park and R&D, in accordance with development strategy. We rapidly enhanced layout of strategy and speedy transform development. What’s more, we further boosted the plan of a operational headquarter which will transit to strategy, investment, assets and operation center, business coordination center, public resources and professional administration platform. Multiple incentive mechanism had been encouraged to coop with corporate strategy. Thus new KIP system was issued. And various incentive mechanism and measurements for subordinate corporations were issued as affiliation. In reporting period, the Company positively expanded main business, firmly promoted progress of fundraising projects, in order to perfect the sustainable construction of tea industry chain. On one hand, we carried out various point of division allocation for brand strategy, speed up promotion of fashion brands and JuFangYong, Longjing Tea, XingJiu Wuyi stone tea, etc as well as promotion and E-commence expand for iTealife-FuHaiTang. This kind of measure strengthened promotion, attracted and reinforced consumers firstly, and secondly effectively expanded reputation and online sales volume of products as we innovated, started from point of Wechat Marketing, got contact with consumers rapidly, formed re-spread and reputation of products among social network. On the other hand, we integrated resources and built traditional tea industry using modern marketing strategy, namely bringing in O2O model into the industry. We aggressively built the O2O sales platform, engine offline layout of O2O model, set up the 1st offline entrance to iTealife-FuHaiTang experience store which demonstrate online products as well as the producing process and tasting. QR Code was also applied to lead self-consumption of young consumers. Besides, we arranged O2O Life experience center for brand tea to explore the chance to get deep contact with consumers, to form interactive between online and offline, further to word-of-mouth communication. Thirdly, we arranged and laid out Pu’er Tea business which will lead us to set up a Pu’er Tea trade center Co., Ltd. And as affiliation, Small loan companies, Guarantee Corporation will be found to coordinate Pu’er Tea resource, trade platform and financial-like business. Fourthly, deep & fine processing was required by products upgrading to expand market. During the reporting period, the Company enhanced production safety and food security, ensured 0 production safety & food security accidents in past half year. We further improved internal control system, boosted overall internal control level, improved risk prevention ability. Opening of VI system and formal launch of new website further cooped with needs of strategy, improved the external recognition, specialty and competitiveness of the Company, laying foundation for a bound new image of Shenbao. In reporting period, the Company realized operating income of 118,250,200 Yuan, down by 48.53% compared to the same period of last year; operating profit of -25,937,000 Yuan, down by 243.35% compared to the same period of last year; net profit attributable to shareholders of listed company of -23,382,100 Yuan, down by 293.97% compared to the same period of last year. 11 深圳市深宝实业股份有限公司 2014 年半年度报告全文 II. Main business analysis Y-o-y changes of main financial data In RMB Y-o-y Same period of last Current period increase/decreas Reasons for changes year e Mainly because equity of Shenshenbao Operation revenue 118,250,169.14 229,743,390.32 -48.53% Huafa transferred in the Period, and corresponding operating income decreased Mainly because equity of Shenshenbao Operation cost 96,487,715.91 195,082,954.37 -50.54% Huafa transferred in the Period, and corresponding operating cost decreased Sales expenses 14,666,176.74 16,359,699.07 -10.35% Mainly because the charges for employee, Administrative 36,953,716.61 25,189,742.50 46.70% intermediary, brand and promotion expenses increased Mainly due to the declined in interest Financial cost -1,033,644.01 -112,173.57 -821.47% expenses and exchange loss in the Period Mainly because income tax expenses Income tax expense 517,581.33 3,052,026.68 -83.04% decreased in the period. Net cash flow arising Mainly because account of pre-sale of from operation 16,786,120.54 -11,847,579.84 241.68% Emerald Apartment increased in the Period activities Mainly because the equity transfer amount of Shenshenbao Huafa was received; investment for Wuyuan project in the Net cash flow arising Period decreased over that of last period; from investment -21,860,148.84 -128,480,521.51 82.99% and there was 84.25 million Yuan activities expenditure for purchasing office building at same period of last year while no such amount occurred in the Period Net cash flow arising from financing 89,120,187.24 78,374,250.01 13.71% activities Mainly because the amount of pre-sale of Net increase of cash 84,162,044.52 -63,310,425.87 232.94% Emerald Apartment received in the Period and cash equivalent and equity tansfer amount of Shenshenbao 12 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Huafa received 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 No future development and planning extended to reporting period that published in disclosure documents as prospectus, private placing memorandum and recapitalize statement Review on the previous business plan and its progress during reporting period The Company proceeded according to the business plan in the reporting. III. Composition of main business In RMB Increase or Increase or Increase or decrease of decrease of decrease of gross Gross profit Operating revenue Operating cost operating revenue operating cost profit ratio over ratio over same period over same period same period of of last year of last year last year According to industries Industry 117,956,769.14 96,487,715.91 18.20% -5.42% -3.83% -6.10% Rental service 293,400.00 100.00% 0.00% 0.00% 0.00% Trading -100.00% -100.00% -9.42% According to products Condiment 5,524,229.27 3,329,381.37 39.73% 3.21% -3.28% 4.04% manufacturing Soft drink 14,635,957.30 10,365,966.51 29.17% 10.60% 6.25% 2.90% manufacturing Tea industry 97,796,582.57 82,792,368.03 15.34% -7.85% -4.98% -2.56% Rental service 293,400.00 100.00% 0.00% 0.00% 0.00% According to region South China 47,829,313.49 37,062,592.99 22.51% 21.76% 28.63% -4.13% North China 9,321,230.97 8,624,911.14 7.47% -16.33% -11.24% -5.31% East China 44,868,581.17 37,726,432.79 15.92% -10.75% -9.18% -1.46% Central China 6,103,966.38 5,545,732.82 9.15% -63.78% -63.07% -1.73% Export 6,926,988.15 4,586,268.60 33.79% -93.56% -95.23% 23.17% Other 3,200,088.98 2,941,777.57 8.07% -29.83% -22.37% -8.84% 13 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Export gross margin changed due to the sales of equity of Shenshenbao Huafa in the Period IV. Core competitive-ness analysis Core competitive-ness of the Company has no major changes in the Period. V. Investment analysis 1. Situation of foreign equity investment (1) Securities investment Proporti Amount of Proporti on of Amount of Initial stock-hold on of Variet stock-ho stock-hold Gains and loss Code of Short form investme ing at the stock-ho Book value at the y of lding at ing at the in the Accountin Source of securitie of nt beginning lding at end of the period securit the end of the reporting g subject stock s securities cost(RM of the the end (RMB) ies beginnin period (RMB) B) period of the g of the (Share) (Share) period period Paid Financial shares Zhonghua- assets Stock 000017 258,011 0.05% 258,011 0.05% 1,532,585.34 397,336.94 from debt A available for sale reorganiza tion Paid Financial shares Zhonghua- assets Stock 200017 197,019 0.04% 0 0.00% 0.00 -480.81 from debt B available for sale reorganiza tion Other security investment 0.00 0 -- 0 -- 0.00 0.00 -- -- held at period-end Total 0.00 455,030 -- 258,011 -- 1,532,585.34 396,856.13 -- -- Statement of holding equity of other listed companies □ Applicable √ Not applicable The Company held no equity of other listed companies in Period. 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 5,633.48 14 深圳市深宝实业股份有限公司 2014 年半年度报告全文 reporting period Total accumulative raised proceeds invested 42,135.35 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, 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, RMB 1.00 face value. Total monetary capital RMB 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 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 Huafa 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. Up to 30 June 2014, the Company has invested an accumulated 421,353,524.21 Yuan for the fund-raised project, balance of fund-raised amounting to 167,090,575.47 Yuan. 15 深圳市深宝实业股份有限公司 2014 年半年度报告全文 (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 0 6,510.05 100.00% 2011-7-31 -255.26 Yes No Huacheng 2. Comprehensive Investment No 27,000 27,000 2,886.6 16,200.43 60.00% 2015-9-30 9.25 No No Project of Tea Industry Chain 3. Comprehensive Project Yes with Annual Capacity of 300 15,500 2014-1-31 N/A Yes Tons Catechin 4. Chain Project for Classical Yes N/A 3,000 2015-7-31 No Tea Leaves 5. Project of R&D Center for Yes N/A 4,000 2012-4-30 No Tea and Natural Plants 6. Expansion Project of Yes N/A 4,000 2012-7-31 Yes Condiment Production Line 7. Project of Developing 15,500 2,363.64 11,218.88 72.38% 2016-4-30 No No High-end Brand Classical Tea 8. Establishment of joint venture of Zhejiang Shen 3,000 0 3,000.42 100.00% 2012-12-31 Yes No Shenbao Huafa Tea Co., Ltd. 9. Project of R&D Center for 5,229.17 383.24 5,205.57 99.55% 2014-12-31 No No Tea and Natural Plants Total of commitment projects -- 60,010.05 57,239.22 5,633.48 42,135.35 -- -- -246.01 -- -- Investment of raised fund Total -- 60,010.05 57,239.22 5,633.48 42,135.35 -- -- -246.01 -- -- 16 深圳市深宝实业股份有限公司 2014 年半年度报告全文 1. Reasons fail to achieve the design schedule of R&D Center for Tea and Natural Plants project: in April 2014, the Company decided to increase the investment capital to 54 million Yuan for Project of R&D Center for Tea and Natural Plants, including 34.55 million Yuan used for purchasing office and lab in Shenzhen. Suffered by the fluctuation of real estate price in the market, project sites still in the air and project unable to achieve the schedule. On 31 May 2013, the Proposal of Purchasing Office from Shareholder of the Particular about not coming Company was deliberated and approved in 2nd extraordinary general meeting of 2013, agreed to purchase office place in Shenzhen up to schemed progress or under the help of the Company and subsidiary Shenzhen Shenbao Technology Center Co., Ltd., of which, Shenzhen Shenbao expected revenue and the Technology Center Co., Ltd. take part in purchasing office and lab place with raised fund of 34.55 million at most. Currently, office reason(In specific project) purchased was completed, and rests of the office decoration and equipment installation still in process, and expect to complete on 31 December 2014. 2. Comprehensive Investment Project of Tea Industry Chain and project of Developing High-end Brand Classical Tea were both in the investment period, which didn’t meet the expected income. 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 Explanation on great changes integrated profitability of the Company. In order to effectively prevent from investment risks and protect the interests of the Company of feasibility of project 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 Production Line: despite that the prospectus of condiment market was positive; the furious market competition can’t be ignored. In 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 17 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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 Applicable Change of implementation Occurred in previous years 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 Temporary supplement of On 15 May 2013, the “Proposal of Using Part of Idle Fund Raised for Supplement Current Capital Temporary Again” was deliberated current capital with idle proceeds and approved in Annual 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. The above fund raised will been return On 12 May 2014. Balance of fund raised in way of implementation and Not applicable reasons Purposes and application of Saved in the special account for proceeds. unutilized proceeds 18 深圳市深宝实业股份有限公司 2014 年半年度报告全文 The related information concerning proceeds disclosed by the Company is in-time, true, accurate and complete; no illegal issue has Problems found during the 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 Accumulation Whether the Corresponding Progress of the Whether it has Predicted Total amount Virtual amount virtual amount investment feasibility of Project after the original serviceable Income come up to the invested after input in the input deadline deadline the end the project condition date change committed of the reporting achieved in the scheduled adjustment (1) reporting the end of the of project changed after project (%)(3)=(2)/(1) reporting income reporting (2) the alteration Comprehensive Project with Investment Annual development Capacity of 300 project for 15,500 2,363.64 11,218.88 72.38% 2016-4-30 No No Tons Catechin high-end brand /Chain Project classical tea of Classical Tea Leaves Jointly Comprehensive 3,000 3,000.42 100.00% 2012-12-31 Yes No 19 深圳市深宝实业股份有限公司 2014 年半年度报告全文 incorporation Project with of Zhejiang Annual Shenbao Huafa Capacity of 300 Tea Co., Ltd. Tons Catechin Project of R&D Center for Tea and Natural Project of R&D Plants / Center for Tea Expansion 5,229.17 383.24 5,205.57 99.55% 2014-12-31 No No and Natural Project of Plants Condiment Production Line Total -- 23,729.17 2,746.88 19,424.87 -- -- 0 -- -- 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 Changing reason, decision procedure and catechin and natural plant products. Therefore, the Company was able to develop and produce catechin and natural statement of disclosure(In specific project) 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 20 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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 Huafa Tea Co., Ltd. and original selected tea chain project was included in the high-end brand classical tea investment. 2. Cancel the “Expansion Project of Condiment Production Line”: despite that the prospectus of condiment market was positive; the furious market competition can’t be ignored. In 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. 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 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. 21 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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. 1. Reasons fail to achieve the design schedule of R&D Center for Tea and Natural Plants project: in April 2014, the Company decided to increase the investment capital to 54 million Yuan for Project of R&D Center for Tea and Natural Plants, including 34.55 million Yuan used for purchasing office and lab in Shenzhen. Suffered by the fluctuation of real estate price in the market, project sites still in the air and project unable to achieve the schedule. On 31 May 2013, the Proposal of Purchasing Office from Shareholder of the Company was deliberated and Not meet the scheduled progress or projected approved in 2nd extraordinary general meeting of 2013, agreed to purchase office place in Shenzhen under the help benefits, and reasons for that (based on specific of the Company and subsidiary Shenzhen Shenbao Technology Center Co., Ltd., of which, Shenzhen Shenbao project) Technology Center Co., Ltd. take part in purchasing office and lab place with raised fund of 34.55 million at most. Currently, office purchased was completed, and rests of the office decoration and equipment installation still in process, and expect to complete on 31 December 2014. 2. Comprehensive investment project of tea industry chain and project of developing high-end brand classical tea are in a production period without expected earnings obtained. Explanation on significant changes in feasibility Not applicable of projects (4) Project of raised proceeds Project of raised proceeds and summary Disclosure date Disclosure index ”Special Report of Raised Proceeds Deposit and Utilization for Semi-Annual of 2014 of Shenzhen 2014-8-19 Juchao Website(www.cninfo.com.cn) Shenbao Industrial Co., Ltd.” 22 深圳市深宝实业股份有限公司 2014 年半年度报告全文 3. Main subsidiaries and stock-jointly companies Particular about main subsidiaries and stock-jointly companies In RMB Company Main products or Operating Operating Type Industries Register capital Total assets Net Assets Net profit name service revenue profit Shenbao Instant tea powder Subsidiary Manufacture 153,451,300.00 218,652,205.16 161,775,305.07 54,436,482.23 -6,318,542.73 -5,281,605.09 Huacheng and tea extraction Hangzhou Ju Fang Subsidiary Comprehensive Tea products 175,000,000.00 206,418,621.85 170,188,766.71 9,088,000.77 -9,626,041.63 -8,158,110.35 Yong 23 深圳市深宝实业股份有限公司 2014 年半年度报告全文 VI. Prediction of business performance from January – September 2014 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 9 April 2014, the Company held the 2013 annual general meeting, examined and approved the 2012 annual profit distribution and capitalization of capital reserves plan , and the 2013 equity allocation scheme of the Company is : The Company capitalizing of public reserves as two to every ten shares based on total 250,900,154 shares capital of the Company dated 31 December 2013. As of 16 May 2014, the above profit distribution plans had been completed. Total share capital of the Company was 250,900,154 shares before equity distribution implemented while shares increased to 301,080,184 shares after implementation Special explanation on cash dividend policy Satisfy regulations of General Meeting or requirement Y of Article of Association (Y/N): Well-defined and clearly dividend standards and Y proportion (Y/N): Completed relevant decision-making process and Y mechanism (Y/N): Independent directors perform duties completely and Y play a proper role (Y/N): Minority shareholders have opportunity to express opinions and demands totally and their legal rights are Y fully protected (Y/N): Condition and procedures are compliance and transparent while the cash bonus policy adjusted or Y changed (Y/N): VIII. In the report period, reception of research, communication and interview Contents discussed and material Time Place Way Type Reception provided 2014-1-6 Company Telephone Personal Shareholder Inquiry of the operation of the 24 深圳市深宝实业股份有限公司 2014 年半年度报告全文 communication Company Telephone 2014-1-7 Company Personal Shareholder Inquiry of the main business communication Reply to the Interaction Question Inquiry of the operation of the 2014-1-9 Company Personal Shareholder in Shenzhen Stock Company Exchange Telephone To hope to visit the Company in 2014-1-21 Company Personal Shareholder communication the field To know the tea industry status and Telephone 2014-1-23 Company Personal Shareholder future strategy plan of the communication Company Telephone Inquiry of the development of the 2014-1-28 Company Personal Shareholder communication Company main business Reply to the Interaction Question To know the development of the 2014-3-6 Company Personal Shareholder in Shenzhen Stock Company’s business Exchange To know the development status of Telephone 2014-3-12 Company Personal Shareholder tea industry and the operation of communication the Company. To know the operation and the Telephone 2014-3-13 Company Personal Shareholder main business of the Company and communication the sales of Jadeite Apartment Telephone Inquiry of that whether the 2014-3-21 Company Personal Shareholder communication Company to restructure Telephone Inquiry of the registration of 2014-3-25 Company Personal Shareholder communication B-share Shenzhen Huijin Telephone To hope to visit the Company and 2014-3-26 Company Institution Investment communication research Management Co., Ltd. Consulting relevant information of Telephone 2014-4-8 Company Personal Shareholder transfer of reserve to common communication shares Reply to the Interaction Question Inquiry of the development of the 2014-4-9 Company Personal Shareholder in Shenzhen Stock Company Exchange 25 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Consulting relevant information of Telephone 2014-4-10 Company Personal Shareholder transfer of reserve to common communication shares Reply to the Interaction Question Inquiry of the development of the 2014-4-16 Company Personal Shareholder in Shenzhen Stock Company Exchange Reply to the Interaction Question Inquiry of that whether the 2014-4-19 Company Personal Shareholder in Shenzhen Stock Company to transform Exchange Reply to the Interaction Question To suggest the Company return to 2014-4-25 Company Personal Shareholder in Shenzhen Stock shareholders in kind Exchange Telephone Inquiry of the operation of the 2014-4-29 Company Personal Shareholder communication Company and make suggestions Telephone Inquiry of the operation of the 2014-5-15 Company Personal Shareholder communication Company Inquiry of the operation of the Telephone 2014-5-16 Company Personal Shareholder Company and the development of communication the main business Reply to the Interaction Question Inquiry of the development of the 2014-5-23 Company Personal Shareholder in Shenzhen Stock Company Exchange To know the development status of Telephone 2014-5-28 Company Personal Shareholder tea industry and the operation of communication the Company. Reply to the Interaction Question Inquiry of that whether the 2014-6-4 Company Personal Shareholder in Shenzhen Stock Company to restructure Exchange Telephone Inquiry of the operation of the 2014-6-12 Company Personal Shareholder communication Company’s business Telephone Inquiry of the development of the 2014-6-12 Company Personal Shareholder communication Company main business Reply to the Inquiry of the Company’s Interaction Question 2014-6-13 Company Personal Shareholder performance, development in Shenzhen Stock direction and investors Exchange Stock 26 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Exchange Reply to the Interaction Question To suggest the development 2014-6-13 Company Personal Shareholder in Shenzhen Stock direction of the Company Exchange Reply to the Interaction Question Inquiry of that whether the 2014-6-13 Company Personal Shareholder in Shenzhen Stock Company to restructure Exchange Reply to the Interaction Question Inquiry of the development 2014-6-21 Company Personal Shareholder in Shenzhen Stock direction of the Company Exchange Telephone Inquiry of the operation of the 2014-6-23 Company Personal Shareholder communication Company Reply to the Interaction Question Inquiry of the investment of the 2014-6-23 Company Personal Shareholder in Shenzhen Stock Company Exchange Reply to the Interaction Question To know the products of the 2014-6-23 Company Personal Shareholder in Shenzhen Stock Company. Exchange Reply to the Interaction Question To suggest the Company product 2014-6-25 Company Personal Shareholder in Shenzhen Stock diversification Exchange Reply to the Interaction Question Inquiry of the purchase way of 2014-6-26 Company Personal Shareholder in Shenzhen Stock Jufangyong products Exchange Reply to the Interaction Question Inquiry of the development of the 2014-6-30 Company Personal Shareholder in Shenzhen Stock Company Exchange No undisclosed material information is reveal, disclose or leak to reception object. 27 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Section V. Important Events I. Corporate governance The actual condition of the corporate governance shows no difference with the Company Law and relevant requirement from CSRC. II. Significant lawsuits and arbitrations of the Company √Applicable □Not applicable Amount Accrual involved Trial results and liability Progress of Enforcement of Date for General information of lawsuits(arbitration) (10 influence from Index for disclosure formedlawsuits(arbitration) the judgment disclosure thousand lawsuits(arbitration) (Yes/No) Yuan) The case concerning the joint-liability guarantee the At end of the On 5 November In 2013, RMB9, The aforesaid Company provided for RMB 7 million loans which CBC had obtained from Shenzhen Branch of China Construction Bank December 2013, 2013, the “Civil 894,717.14 events can be found (“Construction Bank” for short) has been closed with the Company Ruling Paper” compensation in “Annual Report reconciliation. The Agreement of Interest Reduction was received the and 258,011 (2012) Shen of 2003” dated 10 signed between the Company and Construction Bank in 2003, the RMB 7 million have been paid by the Company creditor’s right Zhong Fa Po Zi shares “*ST April for Shenzhen Zhonghua in two phases and accomplished the paid by Zhonghua A” No. 30-6 from 2004;”Semi-Annual jointly liability; Concerning the jointly-liability of the administrator of (000017) are Company for Letter of Credit Opening for Shenzhen Shenzhen Report of 2004” CBC transferred to Zhonghua in Shenzhen Branch of Bank of China with USD No 2004-4-10 9,894,717.14 Intermediate the name of the dated 6 August 0.8 million, being verdict by Civil Ruling of (1999) YFJYZZ No. 26 from Guangdong Higher People’s Court, the Yuan and 258,011 Peoples Court Company; In 2004; Notice of the Company takes the jointly-liability for payment. Till end of shares of *ST ruled the approval April 2014, the Company published 30 June 2004, the RMB 6.6316 million (USD 0.8 million by converted) have been paid by the Company for Shenzhen Zhonghua of reorganization Company on Juchao Website Zhonghua and accomplished the jointly liability; later on 22 A(000017); the received totally plan for CBC and dated 30 July 2004, July 2004, the Company applied to Shenzhen Intermediate 197,019 share of 253,558.88 People’s Court (“Shenzhen Intermediate” for short) for the terminated the 20 November 2004, *ST Zhonghua B Yuan cash enforcement on the above repayment. Shenzhen (200017) with CBC realized from 16 December 2004, Intermediate People’s Court verdict that the RMB 7 million 28 深圳市深宝实业股份有限公司 2014 年半年度报告全文 repaid by the Company for Shenzhen Zhonghua should be realize by CBC reorganization 197,019 share 29 December 2004, paid to the Company together with interest during capital administrator in procedures. In of Zhonghua –B 18 January 2005, 7 occupation, (2004) SZFMECZ No. 448. Due to the failure implementation for the verdict on time and certain content 20 trading days line with the (200017) paid August 2013 and 2 from Shenzhen Zhonghua, the Company applied for after stock of by CBC reorganization January 2014 enforcement to Shenzhen Intermediate People’s Court on 20 CBC resumed. In administrator. December 2004. The Civil Ruling and Execution Order of plan, creditor’s respectively (2004) SZFZZ No. 1382 and (2005) SZFZZ No. 208 were April 2014, the Company right of ordinary delivered to Shenzhen Zhonghua on 14 January 2005 from Shenzhen Intermediate People’s Court with verdict that: seal received totally creditor was up and freeze the property of Shenzhen Zhonghua (limited 253,558.88 Yuan compensated as RMB 14,131,575.92) and order Shenzhen Zhonghua performed the effective-ness law documents and relevant cash realized from through monetary obligations within five days since the execution order 197,019 share of and shares. received. Un-performed undue, the enforcement will Zhonghua –B exercise by Shenzhen Intermediate People’s Court. Later, the abovementioned two executions was appointed by the Court (200017) paid by of Guangzhou Railway Transportation by Guangdong CBC Higher People’s Court, and the case abortion due to no administrator. The property clue been found. On 12 October 2012, Shenzhen case has come to Intermediate People’s Court accepted the bankruptcy reorganization of the CBC, the Company to submit claims of an end so far. RMB 24,061,322.14 to its administrator. On 17 July 2013, Shenzhen Intermediate Peoples Court Issued a “Civil Ruling Paper” Shen Zhong Fa Po Zi No. 30-4 for confirmed the “Debt statement of Shenzhen China Bicycle Company (Holdings) Limited” prepared by CBC. According to the debt statement, creditor’s right was recognized as RMB 20,972,491.51. III. Transaction in assets 1. Sales of assets The other Trading Net profit Impact on Ratio of Related The related Assets Credit Assets Sales Pricing Date of Index of party of price (in contributed the net profit transaction relationship(applicable rights and sold date principal disclosure disclosure transaction 10 to the Company contributed or not for related transaction) concerned liability 29 深圳市深宝实业股份有限公司 2014 年半年度报告全文 or final thousand listed (Note 3) by the sold transferred concerned controller Yuan) Company assets for ownership shifted from the listed fully or fully or begin of company not not the in total reporting profit to the sales date(in 10 thousand Yuan) The Announcement of Plans to Transfer 51.72% Equity of Zhejiang Shenshenbao Investment Huafa Tea Co., 51.72% income Evaluation Ltd., equity Zhejiang confirmed price Announcement of Shen 2014-2-20 3,450 0 12.20% No Not applicable Yes Yes 2014-1-28 Huafa in current at of Progress of Shenbao was RMB most 51.72% Equity Huafa 2,853,500 of Zhejiang Shenshenbao Huafa Tea Co., Ltd, and Announcement of Progress of 51.72% Equity of Zhejiang 30 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Shenshenbao Huafa Tea Co., Ltd released on Juchao Website dated 28 January 2014, 25 February and 25 April IV. Significant contracts and its implementation 1. Guarantees In ten thousand Yuan Guarantee for the subsidiaries (not including guarantees to subsidiaries) Related Actual date of Complete Guarantee for Name of the Company Guarantee Actual Guarantee Announcement happening (Date of Guarantee type implementation related party guaranteed limit guarantee limit term disclosure date signing agreement) (Yes/No) (Yes/No) Guarantee for the subsidiaries Related Actual date of Complete Guarantee for Name of the Company Guarantee Actual Guarantee Announcement happening (Date of Guarantee type implementation related guaranteed limit guarantee limit term disclosure date signing agreement) (Yes/No) party(Yes/No) Shenzhen Shenbao Sanjing Food & Joint liability 3,000 2014-04-14 3,000 1year No Yes Beverage Development assurance Co., Ltd Shenzhen Shenbao Joint liability Huacheng Science and 3,000 2014-04-14 3,000 1year No Yes assurance Technology Co.,Ltd Total amount of approving guarantee for 6,000 Total amount of actual occurred 6,000 31 深圳市深宝实业股份有限公司 2014 年半年度报告全文 subsidiaries in report period (B1) guarantee for subsidiaries in report period (B2) Total amount of approved guarantee for Total balance of actual guarantee subsidiaries at the end of reporting period 6,000 for subsidiaries at the end of 6,000 (B3) reporting period (B4) Total amount of guarantee of the Company( total of two abovementioned guarantee) Total amount of actual occurred Total amount of approving guarantee in report 6,000 guarantee in report period 6,000 period (A1+B1) (A2+B2) Total balance of actual guarantee Total amount of approved guarantee at the end 6,000 at the end of report period 6,000 of report period (A3+B3) (A4+B4) The proportion of the total amount of actually guarantee in the net assets of the 6.42% Company(that is A4+ B4) Including: V. Explanation on Other Important Matters The Proposal of Plans to Transfer 51.72% Equity of Zhejiang Shenshenbao Huafa Tea Co., Ltd. was deliberated and approved in 9th meeting of 8th session of the Board on 27 January 2014, agreed to transfer the 51.72% equity of controlling subsidiary Shenshenbao Huafa, held by the Company, to second largest shareholder of Shenshenbao Huafa—Zhejiang Huafa with price of 34.50 million Yuan. The deals did not constitute a related transaction, and did not belongs to the material recapitalize regulated in Management Method of Material Capitalize for Listed Company. The Company changed the registration of industry & commerce after initial amount of equity transfer received, after changed, Zhejiang Huafa holds 100% equity of Shenshenbao Huafa, the Company holds no shares of Shenshenbao Huafa any more. The Company has received total equity transfer amount paid by Zhejiang Huafa in the Period. Equity transfer was completed so far. Found more details in relevant announcement released on Juchao Website (www.cninfo.com.cn) dated 28 January 2014, 25 Feburary and 25 April. 32 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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 B New on share Capitalizatio Ot Proportio us Proportio Amount s n of public he Subtotal Amount n sh n issue reserve rs ar d es I. Restricted shares 22,036,661 8.78% 4,407,332 4,407,332 26,443,993 8.78% 1. State-owned 6,783,729 2.70% 1,356,746 1,356,746 8,140,475 2.70% corporate shares 2. Other domestic 15,252,932 6.08% 3,050,586 3,050,586 18,303,518 6.08% shares Including: Domestic 7,770,118 3.10% 1,554,023 1,554,023 9,324,141 3.10% legal person’s shares Domestic nature 7,482,814 2.98% 1,496,563 1,496,563 8,979,377 2.98% person’s shares II. Un-restricted 228,863,493 91.22% 45,772,698 45,772,698 274,636,191 91.22% shares 1. RMB common 202,727,493 80.80% 40,545,498 40,545,498 243,272,991 80.80% shares 2. Domestically listed 26,136,000 10.42% 5,227,200 5,227,200 31,363,200 10.42% foreign shares III. Total shares 250,900,154 100.00% 50,180,030 50,180,030 301,080,184 100.00% Reasons for share changed √Applicable □Not applicable In May 2014, the Company carried out the equity distribution plan for year of 2013, based on total share capital 250,900,154 as at end of 2013, capitalizing 2 shares for each 10 shares to whole shareholders from capital reserves, 50,180,130 shares increased in total. Found more details in Notice of the Company released on Juchao Website dated 7 May 2014. Approval of share changed √Applicable □Not applicable The interest distribution plan for year of 2013 was deliberated and approved by 10th meeting of 8th session of the Board dated 14 March 2014 and Annual General Meeting 2013 held on 9 April 2014. Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common shareholders of Company in latest year and period 33 深圳市深宝实业股份有限公司 2014 年半年度报告全文 √Applicable □Not applicable During the reporting period, after implementation of interest distribution for year of 2013, diluted base on the new share capital 301,080,184 shares, the basic EPS for year of 2013 and semi-annual of 2014 was 0.145 Yuan/Share and -0.0777 Yuan/Share respectively; net asset per share amounting as 3.19 Yuan/Share and 3.10 Yuan/Share respectively. Explanation on changes in aspect of total shares, shareholders structures as well as structure of assets and liability of the Company √Applicable □Not applicable Total shares of the Company increased to 301,080,184 shares from 250,900,154 shares after interest distribution plan for year of 2013 carried out in the Period II. Amount of shareholders of the Company and particulars about shares holding In share Total preference shareholders with voting Total common shareholders 19,333 rights recovered at end of 0 at period-end reporting period (if applicable) (see Note 8) Particulars about shares held above 5% by shareholders or top 10 shareholding Number of share Total Proport pledged/frozen Nature of shareholders Changes in Amount of Amount of Full name of ion of shareholde at the end report restrict un-restrict State Shareholders shares r of Amount held of report period shares held shares held period share Shenzhen Agricultural Other 19.09% 57,474,117 9,579,020 9,324,141 48,149,976 Products Co., Ltd Shenzhen State-own Investment ed legal 16.00% 48,172,304 8,028,718 8,140,475 40,031,829 Holding Co., Ltd person Shenzhen Tianzhong Pledg Other 6.38% 19,216,690 3,202,782 0 19,216,690 10,000,000 Investment Co., e Ltd. 34 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Special account of agreement Other 3.58% 10,764,000 1,794,000 0 10,764,000 buy-back of Huatai Securities Co., Ltd. Domestic Li Duruo nature 3.50% 10,549,049 1,758,175 0 10,549,049 person Foreign KGI ASIA corporatio 1.10% 3,312,842 3,263,259 0 3,312,842 LIMITED n Domestic Lin Yixiang nature Pledg 1.02% 3,073,203 512,201 3,073,203 0 3,073,200 e person Domestic Xian Zhenzhong nature Pledg 0.85% 2,561,900 426,983 2,561,900 0 2,561,900 e person Domestic Cao Lijun nature Pledg 0.80% 2,415,310 402,552 2,415,310 0 2,415,309 e person SUN HUNG KAI INVESTMENT Foreign SERVICES corporatio 0.64% 1,923,312 1,873,312 0 1,923,312 LTD-CUSTOMER n S A/C Strategy investors or general corporate becomes top 10 shareholders due to rights N/A issued (if applicable)(see Note 3) Shenzhen SASAC directly holds 24.76245% equity interests of Agricultural Products, indirectly holds 5.23754% equity interests of Agricultural Products and Explanation on associated directly holds 100%equity interests of Shenzhen Investment Holding. Except for relationship among the this, the Company was not aware of any related relationship between other aforesaid shareholders 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 Amount of listed shares held at end of Type of shares Shareholders the Period Type Amount Shenzhen Agricultural Products RMB common 48,149,976 48,149,976 shares 35 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Co., Ltd Shenzhen Investment Holding Co., RMB common 40,031,829 40,031,829 Ltd shares Shenzhen Tianzhong Investment RMB common 19,216,690 19,216,690 Co., Ltd. shares Special account of agreement RMB common buy-back of Huatai Securities Co., 10,764,000 10,764,000 shares Ltd. Li Duruo RMB common 10,549,049 10,549,049 shares Domestically KGI ASIA LIMITED 3,312,842 listed foreign 3,312,842 shares SUN HUNG KAI INVESTMENT Domestically SERVICES LTD-CUSTOMERS 1,923,312 listed foreign 1,923,312 A/C shares Special account of agreement RMB common buy-back of Founder Securities Co., 1,799,545 1,799,545 shares Ltd. Xi’an Changliu Investment RMB common 1,400,834 1,400,834 Management Limited Partnership shares Domestically China Merchants Securities (HK) 1,310,821 listed foreign 1,310,821 Co.,Ltd. shares Shenzhen SASAC directly holds 24.76245% equity interests of Agricultural Expiation on associated relationship Products, indirectly holds 5.23754% equity interests of Agricultural Products or consistent actors within the top and directly holds 100%equity interests of Shenzhen Investment Holding. 10 un-restrict shareholders and Except for this, the Company was not aware of any related relationship between top 10 un-restrict between other shareholders above, and whether they belonged to parties shareholders and top 10 acting in concert as defined by the Acquisition Management Method of Listed shareholders Company. In early of the reporting period, shareholder of the Company Tianzhong Investment holds 16,013,908 shares through the guarantee securities account of client credit trading under the name of Huatai Securities Co., Ltd. and in Explanation on top 10 shareholders May of 2014, after interest distribution for year of 2013 completed, shares involving margin business (if hold by Tianzhong Investment increased to 19,216,690 shares from applicable) (see note 4) 16,013,908 shares. On 24 June 2014, Tianzhong Investment stop the above mentioned securities margin trading, and transfer back total 19,216,690 shares (takes 6.38% of the total shares of the Company) to its stock account. Agreed to buy back deals occurred in Period from shareholders √ Yes □No 36 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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.; On 27 November 2013, delay buy-back procedures was performed by Tianzhong Investment; in May of 2014, after interest distribution for year of 2013 completed, shares hold by Tianzhong Investment increased to 10,764,000 shares from 8,970,000 shares; Tianzhong Investment buy-back the above mentioned total shares by agreement on 29 May 2014. On 4 June 2014, Tianzhong Investment, with 10,764,000 shares of the Company held, exercise securities trading of buy-back agreement with Huatai Securities Co., Ltd. once again, the initial trading volume was 10,764,000 shares in buy-back agreement, representing 3.58 percent of the total share capital of the Company. As of reporting period, no shares with buy-back trading involved in Tianzhong Investment, 19,216,690 shares of the Company were held by Tianzhong Investment, representing 6.38 percent of the total share capital of the Company. In 2013, Wang Chengping, shareholder of the Company, with 1,619,482 shares of the Company held, exercise securities trading of buy-back agreement with Founder Securities Co., Ltd. In reporting period, Founder Securties Co., Ltd. agreed to buy-back the share of the Company in special account, and shares tuns to 1,799,545 shares. As of reporting period, 397,540 shares of the Company were held by Wang Chengping, representing 0.13 percent of the total share capital of the Company. III. Changes of controlling shareholders or actual controller Changes of controlling shareholders in reporting period □ Applicable √ Not applicable Changes of controlling shareholders had no change in reporting period. Changes of actual controller in reporting period □ Applicable √ Not applicable Changes of actual controller in reporting period had no change in reporting period. 37 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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 2013. II. Resignation and dismissal of directors, supervisors and senior executives □ Applicable √ Not applicable Resignation and dismissal of directors, supervisors and senior executives have no changes in reporting period, found more details in Annual Report 2013. 38 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Section VIII. Financial Report I. Audit reports Whether the semi-annual report was audited or not □ Yes √ No The financial report of this semi-annual report was unaudited II. Financial statements Units in Notes of Financial Statements is RMB 1. Consolidated Balance Sheet Prepared by Shenzhen Shenbao Industrial Co., Ltd In RMB Items Balance at period-end Balance at period-begin Current assets: Monetary funds 342,390,986.57 258,228,942.05 Transaction finance asset 1,532,585.34 1,389,288.09 Accounts receivable 54,066,545.98 106,664,101.14 Accounts paid in advance 11,710,814.98 19,617,679.28 Other receivables 23,285,186.70 22,503,883.61 Inventories 350,124,924.06 305,574,845.40 Other current assets 6,354,131.39 2,835,640.51 Total current assets 789,465,175.02 716,814,380.08 Non-current assets: Long-term equity investment 57,500.00 57,500.00 Fixed assets 296,498,639.53 308,220,725.48 Construction in progress 103,955,433.33 93,769,195.13 Productive biological asset 436,156.00 436,156.00 Intangible assets 196,076,226.08 205,740,916.53 Expense on Research and Development 2,208,877.81 Long-term expenses to be apportioned 10,918,817.58 8,969,680.56 Deferred income tax asset 2,729,367.88 2,630,033.64 Total non-current asset 612,881,018.21 619,824,207.34 Total assets 1,402,346,193.23 1,336,638,587.42 39 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Current liabilities: Short-term loans 90,000,000.00 Accounts payable 29,391,098.49 33,460,808.35 Accounts received in advance 90,179,983.09 15,220,850.95 Wage payable 5,738,439.18 9,553,292.94 Taxes payable -4,407,138.30 15,006,102.34 Dividend payable 2,909,182.74 2,909,182.74 Other accounts payable 219,288,184.46 233,058,495.02 Total current liabilities 433,099,749.66 309,208,732.34 Non-current liabilities: Deferred income tax liabilities 1,300,508.81 Other non-current liabilities 15,626,282.48 15,745,161.90 Total non-current liabilities 16,926,791.29 15,745,161.90 Total liabilities 450,026,540.95 324,953,894.24 Owner’s equity (or shareholders’ equity): Paid-up capital (or share capital) 301,080,184.00 250,900,154.00 Capital public reserve 518,182,441.52 571,329,130.72 Surplus public reserve 45,001,147.33 45,001,147.33 Retained profit 69,904,510.51 93,286,637.50 Total owner’s equity attributable to parent 934,168,283.36 960,517,069.55 company Minority interests 18,151,368.92 51,167,623.63 Total owner’s equity(or shareholders’ 952,319,652.28 1,011,684,693.18 equity) Total liabilities and owner’s equity(or 1,402,346,193.23 1,336,638,587.42 shareholders’ equity) Legal person: Mr. Zheng Yuxi Person in Charge of Accounting Works: Ms. Wang Zhiping Person in Charge of Accounting Institution: Mr. Xu Qiming 2. Balance Sheet of parent company Prepared by Shenzhen Shenbao Industrial Co., Ltd In RMB Item Balance at period-end Balance at period-begin Current assets: Monetary funds 135,742,209.47 105,859,108.94 Transaction finance asset 1,532,585.34 1,389,288.09 Accounts receivable 9,758,143.55 26,786,709.08 40 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Other receivables 262,457,382.09 195,025,202.17 Inventories 210,446,279.32 205,150,584.62 Other current assets 501,187.89 Total current assets 620,437,787.66 534,210,892.90 Non-current assets: Long-term equity investment 879,110,475.04 859,110,475.04 Investment real estate 22,599,258.79 23,012,842.86 Fixed assets 3,029,213.69 3,272,893.01 Construction in progress 50,227,561.00 50,023,561.00 Productive biological asset 436,156.00 436,156.00 Intangible assets 8,061,323.99 8,272,752.63 Long-term expenses to be apportioned 149,390.67 280,888.31 Deferred income tax asset 1,524,490.61 1,425,156.37 Total non-current asset 965,137,869.79 945,834,725.22 Total assets 1,585,575,657.45 1,480,045,618.12 Current liabilities: Short-term loans 60,000,000.00 Accounts payable 15,299,571.96 30,990,754.97 Accounts received in advance 88,348,955.55 12,581,452.00 Wage payable 1,893,314.90 5,093,244.06 Taxes payable -5,277,916.30 10,930,170.59 Dividend payable 2,909,182.74 2,909,182.74 Other accounts payable 355,736,453.86 342,300,775.21 Total current liabilities 518,909,562.71 404,805,579.57 Non-current liabilities: Other non-current liabilities 49,920.00 49,920.00 Total non-current liabilities 49,920.00 49,920.00 Total liabilities 518,959,482.71 404,855,499.57 Owner’s equity (or shareholders’ equity): Paid-up capital (or share capital) 301,080,184.00 250,900,154.00 Capital public reserve 532,980,276.19 583,160,306.19 Surplus public reserve 45,001,147.33 45,001,147.33 Retained profit 187,554,567.22 196,128,511.03 Total owner’s equity(or shareholders’ 1,066,616,174.74 1,075,190,118.55 equity) 41 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Total liabilities and owner’s equity(or 1,585,575,657.45 1,480,045,618.12 shareholders’ equity) Legal person: Mr. Zheng Yuxi Person in Charge of Accounting Works: Ms. Wang Zhiping Person in Charge of Accounting Institution: Mr. Xu Qiming 3. Consolidated Profit Statement Prepared by Shenzhen Shenbao Industrial Co., Ltd In RMB Item Amount in this period Amount in last period I. Total operating income 118,250,169.14 229,743,390.32 Including: Operating income 118,250,169.14 229,743,390.32 II. Total operating cost 147,437,528.99 237,304,301.08 Including: Operating cost 96,487,715.91 195,082,954.37 Operating tax and extras 363,563.74 784,078.71 Sales expenses 14,666,176.74 16,359,699.07 Administration expenses 36,953,716.61 25,189,742.50 Financial expenses -1,033,644.01 -112,173.57 Add: Changing income of fair value(Loss is listed 397,336.94 with “-”) Investment income (Loss is listed with “-”) 2,853,055.86 6,688.65 III. Operating profit (Loss is listed with “-”) -25,936,967.05 -7,554,222.11 Add: Non-operating income 1,927,068.41 6,133,709.15 Less: Non-operating expense 36,018.31 3,410.56 Including: Disposal loss of non-current asset 36,018.31 3,410.56 IV. Total Profit (Loss is listed with “-”) -24,045,916.95 -1,423,923.52 Less: Income tax expense 517,581.33 3,052,026.68 V. Net profit (Net loss is listed with “-”) -24,563,498.28 -4,475,950.20 Net profit attributable to owner’s of parent company -23,382,126.99 -5,934,967.21 Minority shareholders’ gains and losses -1,181,371.29 1,459,017.01 VI. Earnings per share -- -- i. Basic earnings per share -0.0777 -0.0237 ii. Diluted earnings per share -0.0777 -0.0237 VII. Other consolidated income VIII. Total comprehensive income -24,563,498.28 -4,475,950.20 Total consolidated income attributable to owners of -23,382,126.99 -5,934,967.21 parent company Total consolidated income attributable to minority -1,181,371.29 1,459,017.01 42 深圳市深宝实业股份有限公司 2014 年半年度报告全文 shareholders Legal person: Mr. Zheng Yuxi Person in Charge of Accounting Works: Ms. Wang Zhiping Person in Charge of Accounting Institution: Mr. Xu Qiming 4. Profit Statement of parent company Prepared by Shenzhen Shenbao Industrial Co., Ltd In RMB Item Amount in this period Amount in last period I. Operating income 25,273,018.64 1,200,000.00 Less: operating cost 22,911,987.88 0.00 Operating tax and extras 67,200.00 67,200.00 Sales expenses 1,545,164.84 Administration expenses 14,548,779.25 8,858,839.39 Financial expenses -302,382.86 367,081.15 Add: Changing income of fair value(Loss is listed with “-”) 397,336.94 Investment income (Loss is listed with “-”) 4,452,349.39 Including: Investment income on affiliated company and joint venture II. Operating profit (Loss is listed with “-”) -8,648,044.14 -8,093,120.54 Add: Non-operating income 255,658.70 Less: Non-operating expense 17,101.29 3,410.56 Including: Disposal loss of non-current asset 17,101.29 3,410.56 III. Total Profit (Loss is listed with “-”) -8,665,145.43 -7,840,872.40 Less: Income tax expense -91,201.62 IV. Net profit (Net loss is listed with “-”) -8,573,943.81 -7,840,872.40 V. Earnings per share -- -- VI. Other consolidated income VII. Total comprehensive income -8,573,943.81 -7,840,872.40 Legal person: Mr. Zheng Yuxi Person in Charge of Accounting Works: Ms. Wang Zhiping Person in Charge of Accounting Institution: Mr. Xu Qiming 5. Consolidated Cash Flow Statement Prepared by Shenzhen Shenbao Industrial Co., Ltd In RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: 43 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Cash received from selling commodities and providing 239,403,085.70 238,998,648.55 labor services Write-back of tax received 420,918.45 9,292,591.93 Other cash received concerning operating activities 3,895,502.65 49,400,632.04 Subtotal of cash inflow arising from operating activities 243,719,506.80 297,691,872.52 Cash paid for purchasing commodities and receiving 145,164,497.86 246,117,728.89 labor service Cash paid to/for staff and workers 30,400,666.87 24,281,608.61 Taxes paid 23,354,919.05 10,886,464.02 Other cash paid concerning operating activities 28,013,302.48 28,253,650.84 Subtotal of cash outflow arising from operating activities 226,933,386.26 309,539,452.36 Net cash flows arising from operating activities 16,786,120.54 -11,847,579.84 II. Cash flows arising from investing activities: Cash received from recovering investment 215,188.65 Cash received from investment income Net cash received from disposal of fixed, intangible and 45,053.96 other long-term assets Net cash received from disposal of subsidiaries and 18,039,785.00 other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 18,084,838.96 215,188.65 Cash paid for purchasing fixed, intangible and other 35,327,793.35 128,695,710.16 long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units 4,617,194.45 Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 39,944,987.80 128,695,710.16 Net cash flows arising from investing activities -21,860,148.84 -128,480,521.51 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 90,000,000.00 160,000,000.00 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities 90,000,000.00 160,000,000.00 Cash paid for settling debts 80,000,000.00 Cash paid for dividend and profit distributing or interest 879,812.76 1,525,749.99 44 深圳市深宝实业股份有限公司 2014 年半年度报告全文 paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities 100,000.00 Subtotal of cash outflow from financing activities 879,812.76 81,625,749.99 Net cash flows arising from financing activities 89,120,187.24 78,374,250.01 IV. Influence on cash and cash equivalents due to 115,885.58 -1,356,574.53 fluctuation in exchange rate V. Net increase of cash and cash equivalents 84,162,044.52 -63,310,425.87 Add: Balance of cash and cash equivalents at the period 257,728,942.05 372,922,024.47 -begin VI. Balance of cash and cash equivalents at the period 341,890,986.57 309,611,598.60 -end Legal person: Mr. Zheng Yuxi Person in Charge of Accounting Works: Ms. Wang Zhiping Person in Charge of Accounting Institution: Mr. Xu Qiming 6. Cash Flow Statement of parent company Prepared by Shenzhen Shenbao Industrial Co., Ltd In RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and 121,815,398.16 1,200,000.00 providing labor services Write-back of tax received Other cash received concerning operating activities 973,152.27 43,471,525.75 Subtotal of cash inflow arising from operating 122,788,550.43 44,671,525.75 activities Cash paid for purchasing commodities and receiving 47,436,209.14 21,341,175.13 labor service Cash paid to/for staff and workers 10,313,026.71 7,764,120.82 Taxes paid 17,583,640.53 1,193,024.76 Other cash paid concerning operating activities 61,100,512.24 3,755,169.07 Subtotal of cash outflow arising from operating 136,433,388.62 34,053,489.78 activities Net cash flows arising from operating activities -13,644,838.19 10,618,035.97 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible 45,053.96 and other long-term assets Net cash received from disposal of subsidiaries 34,450,000.00 and other units 45 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Other cash received concerning investing activities Subtotal of cash inflow from investing activities 34,495,053.96 Cash paid for purchasing fixed, intangible and other 381,537.00 51,953,960.00 long-term assets Cash paid for investment Net cash received from subsidiaries and other units 50,000,000.00 Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 50,381,537.00 51,953,960.00 Net cash flows arising from investing activities -15,886,483.04 -51,953,960.00 III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 60,000,000.00 105,000,000.00 Cash received from issuance of bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities 60,000,000.00 105,000,000.00 Cash paid for settling debts 50,000,000.00 Cash paid for dividend and profit distributing or 586,562.76 979,000.00 interest paying Other cash paid concerning financing activities Subtotal of cash outflow from financing activities 586,562.76 50,979,000.00 Net cash flows arising from financing activities 59,413,437.24 54,021,000.00 IV. Influence on cash and cash equivalents due to 984.52 -291,042.56 fluctuation in exchange rate V. Net increase of cash and cash equivalents 29,883,100.53 12,394,033.41 Add: Balance of cash and cash equivalents at the 105,859,108.94 55,033,726.34 period -begin VI. Balance of cash and cash equivalents at the period 135,742,209.47 67,427,759.75 -end Legal person: Mr. Zheng Yuxi Person in Charge of Accounting Works: Ms. Wang Zhiping Person in Charge of Accounting Institution: Mr. Xu Qiming 46 深圳市深宝实业股份有限公司 2014 年半年度报告全文 7. Consolidated Statement on Changes of Owners' Equity Prepared by Shenzhen Shenbao Industrial Co., Ltd Amount in this period In RMB Amount in this period Owners' equity attributable to the parent company Item Total owners’ Less: General Minority’s equity Paid-up capital Reasonable Surplus equity Capital reserves Treasury risk Retained profit Others (Share capital) reserve reserves Stock provision I. Balance at the end of last year 250,900,154.00 571,329,130.72 45,001,147.33 93,286,637.50 51,167,623.63 1,011,684,693.18 Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of this 250,900,154.00 571,329,130.72 45,001,147.33 93,286,637.50 51,167,623.63 1,011,684,693.18 year III. Increase/ Decrease in this year 50,180,030.00 -53,146,689.20 -23,382,126.99 -33,016,254.71 -59,365,040.90 (Decrease is listed with'"-") (i) Net profit -23,382,126.99 -1,181,371.29 -24,563,498.28 (ii) Other consolidated income Subtotal of (i)and (ii) -23,382,126.99 -1,181,371.29 -24,563,498.28 (III) Owners' devoted and decreased -2,966,659.20 -31,834,883.42 -34,801,542.62 capital 1. Owners' devoted capital 427,378.72 427,378.72 2. Amount calculated into owners' equity paid in shares 3. Others -2,966,659.20 -32,262,262.14 -35,228,921.34 (IV)Profit distribution 1. Withdrawal of surplus reserves 47 深圳市深宝实业股份有限公司 2014 年半年度报告全文 2. Withdrawal of general risk provisions 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal 50,180,030.00 -50,180,030.00 owners' equity 1. Capital reserves conversed to 50,180,030.00 -50,180,030.00 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 301,080,184.00 518,182,441.52 45,001,147.33 69,904,510.51 18,151,368.92 952,319,652.28 period Amount in last period In RMB Amount in last period Owners' equity attributable to the parent company Item Minority’s Total owners’ Less: General Paid-up capital Reasonable Surplus equity equity Capital reserves Treasury risk Retained profit Others (Share capital) 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: retroactive adjustment arising from enterprise consolidation under the same control Add: Changes of accounting policy Error correction of the last period 48 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Others II. Balance at the beginning of this 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 year III. Increase/ Decrease in this year 2,818,217.90 4,929,410.60 -11,447,233.13 9,213,637.29 5,514,032.66 (Decrease is listed with'"-") (i) Net profit 43,662,208.27 1,552,021.29 45,214,229.56 (ii) Other consolidated income -140,166.10 -140,166.10 Subtotal of (i)and (ii) -140,166.10 43,662,208.27 1,552,021.29 45,074,063.46 (III) Owners' devoted and decreased 2,958,384.00 7,661,616.00 10,620,000.00 capital 1. Owners' devoted capital 4,900,000.00 4,900,000.00 2. Amount calculated into owners' equity paid in shares 3. Others 2,958,384.00 2,761,616.00 5,720,000.00 (IV)Profit distribution 4,929,410.60 -55,109,441.40 -50,180,030.80 1. Withdrawal of surplus reserves 4,929,410.60 -4,929,410.60 2. Withdrawal of general risk provisions 3. Distribution for owners -50,180,030.80 -50,180,030.80 (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 49 深圳市深宝实业股份有限公司 2014 年半年度报告全文 (VII) Other IV. Balance at the end of the report 250,900,154.00 571,329,130.72 45,001,147.33 93,286,637.50 51,167,623.63 1,011,684,693.18 period Legal person: Mr. Zheng Yuxi Person in Charge of Accounting Works: Ms. Wang Zhiping Person in Charge of Accounting Institution: Mr. Xu Qiming 8. Statement on Changes of Owners' Equity of Parent Company Prepared by Shenzhen Shenbao Industrial Co., Ltd Amount in this period In RMB Amount in this period Item Paid-up capital Less: Treasury Reasonable General risk Total owners’ Capital reserves Surplus reserves Retained profit (Share capital) Stock reserve reserve equity I. Balance at the end of last year 250,900,154.00 583,160,306.19 45,001,147.33 196,128,511.03 1,075,190,118.55 Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of this year 250,900,154.00 583,160,306.19 45,001,147.33 196,128,511.03 1,075,190,118.55 III. Increase/ Decrease in this year (Decrease is 50,180,030.00 -50,180,030.00 -8,573,943.81 -8,573,943.81 listed with'"-") (i) Net profit -8,573,943.81 -8,573,943.81 (ii) Other consolidated income Subtotal of (i)and (ii) -8,573,943.81 -8,573,943.81 (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 2014 年半年度报告全文 3. Others (IV) Profit distribution 1. Withdrawal of surplus reserves 2. Withdrawal of general risk reserve 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal owners' equity 50,180,030.00 -50,180,030.00 1. Capital reserves conversed to capital (share 50,180,030.00 -50,180,030.00 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 301,080,184.00 532,980,276.19 45,001,147.33 187,554,567.22 1,066,616,174.74 Amount in last year In RMB Amount in last year Item Paid-up capital Less: Treasury Reasonable General risk Total owners’ Capital reserves Surplus reserves Retained profit (Share capital) Stock reserve reserve equity 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 51 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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 -140,166.10 4,929,410.60 -5,815,335.41 -1,026,090.91 listed with'"-") (i) Net profit 49,294,105.99 49,294,105.99 (ii) Other consolidated income -140,166.10 -140,166.10 Subtotal of (i)and (ii) -140,166.10 49,294,105.99 49,153,939.89 (III) Owners' devoted and decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV) Profit distribution 4,929,410.60 -55,109,441.40 -50,180,030.80 1. Withdrawal of surplus reserves 4,929,410.60 -4,929,410.60 3. 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 3. Withdrawal in this period 4. Usage in this period 52 深圳市深宝实业股份有限公司 2014 年半年度报告全文 (VII) Other IV. Balance at the end of the report period 250,900,154.00 583,160,306.19 45,001,147.33 196,128,511.03 1,075,190,118.55 Legal person: Mr. Zheng Yuxi Person in Charge of Accounting Works: Ms. Wang Zhiping Person in Charge of Accounting Institution: Mr. Xu Qiming 53 深圳市深宝实业股份有限公司 2014 年半年度报告全文 III. Company profile (I) Historical development of the Company Shenzhen Shenbao Industrial Co., Ltd. (the “Company” or “Company” for short), 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 on 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. Subsequently, 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, three 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. 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. On 16 May 2014, in base of total share capital ended as 2013, the Company capitalizing of public reserves as two to every ten shares, shares increased 50,180,030 in total, and the shares have been verified by verification reprot Da Hua Yan Zi [2014] No. 000236 issued from Da Hua CPA, the changes of industrial and commerce still in process. Registed address of the Company: South 20/F, Education Technology Mansion, Zhuzilin, Futian District, Shenzhen, P.R. China; license No.: 440301103223954 (II) Nature of business The Company belongs to the drinks and refined tea manufacturing (III) Business scope General 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; on-line trading; invesetment, operation, management and development of tea plantation; 54 深圳市深宝实业股份有限公司 2014 年半年度报告全文 investment in industrial projects (apply separately for detail projects); domestic trading(excluding special sales, specific control and exclusive commodity); 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). Business in license: wholesale of prepackaged food (excluding reheating prepackaged food) (in non-physical way) (IV) 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” Longjingg 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 (V) 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 GM, HR Dept., Financial management Dept., investment development dept., brand planning dept., caffeine deep processing division, R&D center, monitor room and internal auditing dept. 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 principles for enterprise-basic rules 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 Enterprise Accounting Principles) 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 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. 55 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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 (1) Individual financial statements Where the consideration for the combination is the cash paid, the non-cash assets transferred and the liabilities assumed and equity securities issued, it shall, on the combining day, treat the share of the carrying amount of owner's equity of the combined party as the initial cost of long-term equity investment. Difference between the initial cost of the long-term equity investment and the consideration paid for the combination is adjusted to capital reserve. If the capital reserve is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings. Any cost directly attributable to the combination should, including the expenses for audit, assessment and legal services, be recognized in profit or loss for the current period. Where there are consolidated financial statements of the combined party, the initial cost of the long-term equity investment shall be determined on the basis of owner's equity of the combined party in its consolidated financial statements on the combining day. (2) Consolidated financial statements Assets and liabilities obtained by the absorbing party are measured at their carrying amounts on the combining day. Where the accounting policy adopted by the combined party is different from that adopted by the Company, the Company shall, according to accounting policy it adopts, adjust the relevant items in the financial statements of the combined party, and shall, pursuant to the accounting standards for enterprises, recognize them on the basis of such adjustment. (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. In combination agreement, as for the contract made for the influence that probably impact the combination costs, if the future event probably impact on the combination cost on purchasing date, which can be measured reliably, than reckoned into combination cost. The intermediate expenses occurred 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. 56 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Goodwill is realized by the Company 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. 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. 6. Detail accounting policy with disposal equity step by step until loss of control falls concerned (1) Judgment rule of “package deal” If the terms, conditions and economic impact of each transaction involved in the disposal by steps of investment in subsidiaries fall into one or more of the following situations, such transactions will be accounted for as a package deal: 1. Such transactions are entered into simultaneously or in the case of considering the impact of each other; 2. Such transactions as a whole in order to reach a complete business results; 3. The occurrence of a transaction subject to that of at least one other transaction; 4. One transaction alone is not economic, but otherwise when considered with other transactions. 57 深圳市深宝实业股份有限公司 2014 年半年度报告全文 (2) Accounting method of “package deal” Each transaction involved in the disposal of equity investments of subsidiaries until loss of control falls into a package deal and should be accounted for accordingly in differentiation with individual financial statements and consolidated financial statements: (1) In individual financial statements, each transaction should be accounted for as a transaction-involving disposal of subsidiaries and loss of control. When disposing the investments in subsidiaries by enterprises, difference between the payment and the carrying amount should be recognized as investment gain for the period in individual financial statements of parent company; (2) In consolidated financial statements, difference between each payment from disposal of a subsidiary and the share of its net assets through investment before the loss of control should be recognized as other comprehensive income and at the time of loss of control, transferred to profit or loss for the current period. (3) Accounting method of non-“package deal” Enterprises that lose control of their original subsidiaries due to the disposal of partial equity investment or otherwise, and therefore disqualify a package deal, should prepare the relevant accounting treatment in differentiation with individual financial statements and consolidated financial statement: (1) In individual financial statements, equity disposed should be accounted for in accordance with the Accounting Standards for Enterprises No. 2 – Long-term equity investments. Meanwhile, remaining equity should be recognized at its carrying amount as long-term equity investment or other relevant financial asset. Remaining equity after disposal that can exercise common control or significant influence on original subsidiaries should be accounted for in accordance with the relevant regulations on the exchange between cost approach and equity method. (2) In consolidated financial statements, remaining equity should be re-measured according to its fair value on the day of its loss of control. The sum of consideration gained from the disposal of equity and the fair value of remaining equity minus the share of net assets of original subsidiaries since the day of purchase and based on its original shareholding ratio is credited into investment gain for the current period. Other comprehensive income in relation to equity investments of original subsidiaries should be transferred to investment gain for the period at the time of loss of control. Enterprises should disclose in the notes the fair value of remaining equity after disposal on the day of loss of control and the amount of gain or loss arising from the re-measurement at fair value. 7. 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. 58 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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 59 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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 investment in original subsidiary shall be transferred to current investment income when the control is lost. 8. 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. 9. Foreign currency business and 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. 10. 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. 60 深圳市深宝实业股份有限公司 2014 年半年度报告全文 (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 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 61 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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: 62 深圳市深宝实业股份有限公司 2014 年半年度报告全文 (1)Carrying value of discontinued recognition part; (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 63 深圳市深宝实业股份有限公司 2014 年半年度报告全文 for the financial assets initially acquired or financial liabilities assumed, their fair value are determined based on the market transaction prices. (6) Provision of impairment reserve for impairment of financial assets (excluding account receivables) 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. Objective evidence that a financial asset is impaired includes the following observable events: 1. Significant financial difficulty of the issuer or obligor; 2. A breach of contract by the borrower, such as a default or delinquency in interest or principal payments; 3. The creditor, for economic or legal reasons relating to the borrower’s financial difficulty, granting a concession to the borrower; 4. It becoming probable that the borrower will enter bankruptcy or other financial reorganizations; 5. The disappearance of an active market for that financial asset because of financial difficulties of the issuer; 6. observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the group, including: adverse changes in the payment status of borrowers in the group, an increase in the unemployment rate in the country or geographical area of the borrowers, a decrease in property prices for mortgages in the relevant area, or adverse changes in industry conditions that affect the borrowers in the group; 7. Significant adverse changes in the technological, market, economic or legal environment in which the issuer operates, indicating that the cost of the investment in the equity instrument may not be recovered by the investor; 8. a significant or prolonged decline in the fair value of an investment in an equity instrument below its cost; Recognition standards for impairment of financial assets available for sale 11. Recognition standards and accrual method for bad debt provision for accounts receivable Receivable refers to account receivable and other account receivable 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. 64 深圳市深宝实业股份有限公司 2014 年半年度报告全文 (1) Bed debt provision for account receivable with single significant item Determine basis or amount standards for single Details standards: Amount occupied 10 percent (including 10 percent) of significant amount the balance of account receivable. Withdrawal method forbad debt provision of single significant receivables: conducted impairment testing separately, balance between Withdrawal method for account with single significant the present value of future cash flow and its carrying value, bad debt amount and withdrawal single item bad debt provision provision withdrawal and reckoned into current gains/losses. For those receivables without impairment occurred, included in corresponding combination for bad debt provision (2) Accounts receivables whose bad debts provision was accrued by combination Methods on withdrawal of bad debt Combination Basis for combination recognized provision based on combination Age analysis Age analysis In combination, accounts whose bad debts provision was accrued by age analysis: √ Application □ Not application Withdrawal proportion for account Aging Withdrawal proportion for other account receivable receivable Within one year (one year 0.00% 0.00% included) 1-2 years 5.00% 5.00% 2-3 years 10.00% 10.00% Over 3 years 15.00% 15.00% 3-4 years 15.00% 15.00% 4-5 years 15.00% 15.00% Over 5 years 15.00% 15.00% In combination, withdrawal proportion of bad debt provision based on balance proportion: □ Application √ Not application In combination, withdrawal proportion of bad debt provision based on other methods: □ Application √ Not application (3) Accounts receivables with single minor amount but with 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 individually 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. 12. Inventories (1) Classification Inventory means finished goods and merchandise that are ready for sale, work-in-progress, or material used in the 65 深圳市深宝实业股份有限公司 2014 年半年度报告全文 process of production or provision of service in the ordinary course of business. Inventory includes merchandise in warehouse, delivered goods, work- in-progress, raw materials, packing materials, low value consumables, subcontracted materials, development cost, and land proposed for development, developed products and those for lease, etc. (2) Send out stocks and valuate Valuation method: weighted average Exercised weighted average method when stock deliverred out (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, inventory 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: perpetual inventory system Perpetual inventory system adopted 66 深圳市深宝实业股份有限公司 2014 年半年度报告全文 (5) Amortization of low-value consumables and packaging materials Low-value consumables Amortization method: five-five amortization Adopt five-five amortization for low-value consumables; Packing materials Amortization method: one-off amortization Packing materials are recorded in production cost at once when being received. 13. Long-term equity investment 1. Recognition of investment cost (1) As for the long-term equity investment formed from business combination under the same control, accounting policy found in (V) Accounting method for busines combination (not) under the same control of Note II (2) Long-term equity investment obtained by other means 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. (2) Subsequent measurement and recognition of gains and losses (1) Subsequent measurement: 67 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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 68 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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 At the balance sheet date, if there are indications that a long-term equity investment has impaired due to a sustained decline in market price or deterioration in the operation conditions of the investee unit, the recoverable amount of the long-term equity investment is determined based on the higher of the fair value net of disposal costs and the present value of the estimated future cash flow of the long-term equity investment. If the recoverable amount of the long-term equity investment is lower than the carrying amount, the carrying amount of the asset is reduced to the recoverable amount and the amount so reduced is recognized as impairment loss and recognized in profit or loss for the period, and corresponding provision for impairment is allocated. 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 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. 69 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Once impairment loss is recognized for long-term equity investment, there will be no stand for any reversal. 14. 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. 15. 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. 70 深圳市深宝实业股份有限公司 2014 年半年度报告全文 (2) Recognition and measurement of fixed assets held under finance lease A fixed asset leased by the Company is recognized as the fixed asset held under finance lease if one or more of the following criteria are met: (1) Upon the expiry of the lease term, the ownership is transferred to the Company. (2) the Company has the option to purchase the asset at a predetermined price that is expected to be sufficiently lower than the fair value at the date the option becomes exercisable and it is reasonably ascertained at the inception of lease that the option will be exercised. (3) the lease term approximates the useful life of the relevant asset even if the ownership is not transferred. (4) at the inception of the lease, the present value of the minimum lease payments is substantially equivalent to the fair value of the leased asset. (5) the leased assets are of such a specialized nature that only the Company can use them without major modification. A fixed asset held under finance lease is initially recognized at the lower of fair value of the leased asset and the present value of the minimum lease payments, while the amount of the minimum lease payments will be recognized as the entry value of long-term account payable, the difference between them will be recognized as unrecognized financing costs. The initial direct costs such as commissions, attorney’s fees, and travelling expenses, stamp duties attributable to the leased item incurred during the process of lease negotiating and signing the leasing agreement shall be recorded in the asset value. Unrealized finance costs will be amortized using actual interest rate method over each period during the lease terms. The Company adopts depreciation policies for leased assets consistent with those of self-owned fixed assets for the purpose of calculating the depreciation of a leased asset. If it is reasonable to be certain that the lessee will obtain the ownership of the leased asset when the lease term expires, the leased asset shall be fully depreciated over its useful life. If it is not reasonable to be certain that the lessee will obtain the ownership of the leased asset at the expiry of the lease term, the leased asset shall be fully depreciated over the shorter one of the lease term or its useful life. (3) Depreciation on various fixed assets Except for the fixed assets that continue using after depreciation withdrawal totally, the fixed assets are withdrawal by classification on the age average basis, according to the categories, predicted service life and predicted net salvage, depreciation was recognized. Fixed assets leased on a financing lease which it can be reasonably assured that ownership of the leased asset can be obtained upon expiration of lease, the leased asset is depreciated over its remaining useful life; if ownership of the leased asset cannot be reasonably determined upon expiration of lease, the shorter of the lease term and the remaining useful life of the leased asset is used for allocation of depreciation. Fixed assets formed using special reserve expense are deducted against the special reserve based on the cost of 71 深圳市深宝实业股份有限公司 2014 年半年度报告全文 forming the fixed assets and corresponding amount is recognized in accumulated depreciation. No further allocation for depreciation can be made for such fixed assets in future periods. The Company determines the useful life and estimated residual value of fixed assets based on their nature and use condition. The useful life, estimated residual value and method of depreciation of fixed assets are re-assessed at the end of the period, corresponding adjustment is made when any difference from the originally estimated amount is found. Annual Type Depreciation term(year) Salvage value depreciation ratio Machinery equipment 12 5.00% 7.92% Transportation facility 9 5.00% 10.56% Buildings: Consistenc– Production 35 5.00% 2.71% buildings Buildings: Consistenc–Non-production 40 5.00% 2.38% buildings Buildings: Temporary buildings 9 5.00% 10.56% Other equipment 6 5.00% 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. 72 深圳市深宝实业股份有限公司 2014 年半年度报告全文 16. Construction in process (1) Classification of constructions under progress Self-constructed constructions under progress of the Company are carried at actual costs. Actual costs include the necessary expenses for constructing such asset to the expected useable condition, including material costs for project, labor cost, related taxes and fees paid, borrowing expenses to be capitalized and indirect costs to be amortized. The constructions under progress of the Company are accounted for by project category. (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 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. 73 深圳市深宝实业股份有限公司 2014 年半年度报告全文 17. 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. 74 深圳市深宝实业股份有限公司 2014 年半年度报告全文 (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 18. Biological assets Biological assets of the Company refer to the productive biological assets Biological assets are recognized when the following three conditions are fully satisfied: (1) an enterprise owns or controls such biological assets due to the past transactions or events; (2) it may result in the inflow of economic benefits or service potential in relation to such biological assets; (3) cost of such biological assets can be reliably measured. Biological assets used for production are stated at cost at initial recognition. The cost of biological asset used for production purchased from the outside includes the purchase price, related taxes, transportation expense, insurance premium and other charges directly attributable to the purchase of such asset. Biological asset used for production input by investors is stated at its entry value which is calculated based on the value as stipulated in the investment contract or agreement plus the related taxes payable. Where value stipulated in the contract or agreement is not fair, the actual cost is fixed at fair value. The cost of self-bred biological asset used for production is determined based on the necessary expenses incurred so as to achieve the anticipated production and operation purposes, including feed costs, labor costs and indirect costs to be allocated. Management and protection and feed expenses of the Company’s biological assets used for production incurred after the canopy closure or achievement of the expected production and operation purposes are charged to profit or loss for the current period. 75 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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. At the balance sheet date, biological assets used for production of the Company are measured at the lower of their carrying amount and recoverable amount, and provision for impairment is made according to the difference between the recoverable amount and carrying amount on an individual basis. An impairment loss recognized on the biological assets used for production shall not be reversed in a subsequent period. Gain and disposal of biological assets: the cost of biological assets after the shift of use is stated at the carrying amount at the time of shift of use. When sold, destroyed and inventory losses occurred, the disposal income of biological assets net of carrying amount and related taxes shall be charged to profit or loss for the current period. 19. Intangible assets (1) Measurement of intangible assets (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 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 76 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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 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 Item Predicted useful life Basis Amortized the actual rest of life after certificate Land use right Certificate of land use right of land use right obtained Proprietary technology 20-year Actual situation of the Company (3) Basis for intangible assets without certain 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. 77 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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 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) Calculation on internal R&D expenses 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. 78 深圳市深宝实业股份有限公司 2014 年半年度报告全文 20. Long-term expenses to be amortized Long-term expense is amortized at straight line method, averagely during the beneficial period. 21. Accrual liability (1) Recognition standards for accrual liability Responsibilities connected to contingent issues and satisfied all of the following conditions are recognized as accrual liabilities: --The responsibility is a current responsibility undertaken by the Company; -- Fulfilling of the responsibility may lead to financial benefit outflow; -- 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. 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 22. 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 79 深圳市深宝实业股份有限公司 2014 年半年度报告全文 reliably, relative financial benefit possibly inflow to the company, cost occurred or will occur can be reliably measured, sales income of goods is recognized. As for main sales in the Company, according to the arrival of acceptance period agreed in the contract, income shall be recognized after the period expired (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) 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. 23. 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 Government subsidies related to assets refer to those obtained by the Company and used for purchase or construction of or otherwise to form long-term assets. Government subsidies related to revenue refer to those other than government subsidies related to assets. 80 深圳市深宝实业股份有限公司 2014 年半年度报告全文 (2) Accounting policy Recognition of government subsidies: Government subsidies in the form of monetary assets are stated at the amount received or receivable. Government subsidies in the form of non-monetary assets are measured at fair value; if fair value cannot be obtained, a nominal amount (RMB1) is used. Government subsidies measured at nominal amount is recognized immediately in profit or loss for the current period. Government grants in relation to purchase of long-term assets such as fixed assets or intangible assets shall be 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. When there is reversal of the government grants recognized, if the relevant deferred income exists, such deferred income is offset against the balance of the carrying value with the excess dealt with in the profit or loss for the period. If the relevant deferred income does not exist, it will be directly dealt with in the profit or loss for the period. 24. 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. 25. Operating lease, finance lease (1) Accounting treatment for operating lease 1. As lessee of operating leases, rental payments under operating leases are recognized as costs or expenses on a 81 深圳市深宝实业股份有限公司 2014 年半年度报告全文 straight-line basis over the lease term (including rent-free periods). Initial direct costs that are attributable to an operating lease incurred by the Company are credited into expenses for the period. When the lessor bears the lease related expenses that shall be undertaken by the Company, such expenses shall be deducted from the rent and amortized at the net amount over the lease term and credited into expenses for the period. 2. As lessor of operating leases, rental payment from operating leases is recognized as rental income on a straight-line basis over the lease term (including rent-free periods). Initial direct costs in relation to lease transaction paid by the Company are credited into expenses for the period. If with significant amount, they are capitalized when incurred, and are recognized in revenue for the current period on the same basis as rental income over the lease term. When the Company bears the lease related expenses, which should be undertaken by the lessee, the Company should deduct this part of expense from the rent income, and amortize the net amount over the lease term. 26. Changes of main accounting policy and estimation Main accounting policy and estimation changed in the Period □Yes √No Accounting policy of the Company has no changed in the Period Accounting estimation of the Company has no changed in the Period (1) Changes of accounting policy Accounting policy changed in the Period □Yes √No Accounting policy has no changed in the Period (2) Changes of accounting estimation Accounting estimation changed in the Period □Yes √No Accounting estimation has no changed in the Period 27. Correction for previous errors Correction for previous errors occurred in the Period □Yes √No Correction for previous errors did not occurred in the Period (1) Retrospective restatement Errors with retrospective restatement being performed in the Period □Yes √No No errors with retrospective restatement being performed in Period 82 深圳市深宝实业股份有限公司 2014 年半年度报告全文 (2) Prospective approach Previous accounting errors with prospective restatement being performed in the Period □Yes √No No previous accounting errors with prospective restatement being performed in Period V. Taxes 1. Major taxes and rates applicable to the Company Taxes Basis Rate VAT Sales of goods 17% Business tax Taxable turnover 5% Urban maintenance and construction tax Payable turnover taxes 5%、7% Corporate income tax Taxable income 25%、15% Educational surtax Payable turnover taxes 5% Rate of income tax in vary subsidiary and plants Name of company Tax rate Note The Company 25% --- Shenzhen Shenbao Huacheng Technology Co., Ltd. (Shenbao Huacheng ) 15% Wholly-owned subsidiaries Including: Shantou Branch of Shenbao Huacheng(Huacheng Shantou) 25% Branch of Shenbao Huacheng Jufangyong Tea Industry Co., Ltd. in Wuyuan County(Wuyuan Jufangyong) 25% Wholly-owned subsidiaries Shenzhen Shenbao Sanjing Food & Beverage Development Co., Ltd. 25% Wholly-owned subsidiaries (Shenbao Sanjing) Huizhou Shenbao Technologies Co., Ltd. (Huizhou Shenbao Technologies) 25% Wholly-owned subsidiaries Shenzhen Shenbao Properties Management Co., Ltd. (Shenbao Properties) 25% Wholly-owned subsidiaries Shenzhen Shenbao Industrial &Trade Co., Ltd. (Shenbao Industrial & Trade) 25% Wholly-owned subsidiaries Hangzhou Jufangyong Holding Co., Ltd. (Hangzhou Jufangyong) 25% Wholly-owned subsidiaries Fujian Mount. Wuyi Shenbao Yuxing Tea Co., Ltd. (Shenbao Yuxing) 25% Controlling subsidiary Fuhaitang Tea Ecological Technology Co., Ltd. (Fuhaitang) 25% Controlling subsidiary Hangzhou Chunshi Network Technology Co., Ltd. (Chunshi Network) 25% Wholly-owned subsidiaries Shenzhen Shenbao Technology Center Co., Ltd. (Shenbao Technology 25% Wholly-owned subsidiaries Center) Shenzhen Shenshenbao Investment Co., Ltd. (Shenshenbao Investment) 25% Wholly-owned subsidiaries 83 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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 corporate 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. Currently Shenbao Huacheng in the review of High and New Technology Enterprise, corporate income tax levy on 15% temporary. 84 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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 sum owner’s equity of Other writing down the money balance excess of the in of items current loss Plac Consol minority constitut undertaken by e of Nature idated equity Subsidia Actual investment at e net Shares Voting minority Type regis of Register capita Business scope ratio held right ratio statem Minority equity which is ries period-end investme shareholders of trati business ent used to nt in eth subsidiary on (Y/N) write subsidiar over the share down y enjoyed by the actually minority minority shareholders in interest the original owners’ equity of the subsidiary Shenzhe Industrial investment (specific projects to be n reported separately); information consultant, food Wholly- Shen Manufac 153.4513 Shenbao owned technology development (not including the 168,551,781.80 100.00% 100.00% Y zhen ture million Yuan Huachen restrained items); import and export of goods and g technology; production and sales of other foods 85 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Technol (Chrysanthemum extract instant powder for food ogy Co., industry, Momordica grosvenori extract instant Ltd. powder for food industry, HoneySuchle flowers extract instant powder for food industry, Composite ebony extract condensed juice, herbal tea concentrate, herbal tea concentrate for food industry, red date instant powder, blendimings instant powder; Mesona instant powder, fresh Imperata cylindrica ) ,production and sales of tea products (instant tea) Jufangy Import and export trade of tea, natural plant, ong Tea extractive of tea and natural plant, cultivation and Industry Wholly- Wuy Manufac 290 million tea; agricultural and sideline products, native Co., Ltd. 292,804,134.35 100.00% 100.00% Y owned uan ture Yuan products, purchasing, processing and sales (for in special provision of goods from the State, Wuyuan effective certificate and licenses shall be required) County Shenzhe n Shenbao Sanjing Food & Wholly- Shen Manufac 30.15 million Import and export business, normal freight, whole 80,520,842.36 100.00% 100.00% Y Beverag owned zhen ture Yuan sales of prepackaged foods e Develop ment Co., Ltd. Huizhou Wholly- Huiz Compre 60 million Confirmed business scope in line with “National 60,000,000.00 100.00% 100.00% Y Shenbao owned hou hensive Yuan Industrial Production License”; industrial 86 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Technol investment, property management (operated with ogies certification only); domestic trading (excluding Co., Ltd. the items forbidden by laws, regulations; license are required for those items that restricted by laws and regulations) Shenzhe n Shenbao Properti Wholly- Shen Property 5 million Yuan Management of self-owned properties 5,000,000.00 100.00% 100.00% Y es owned zhen Manage ment Co., Ltd. Shenzhe n Shenbao Commer Wholly- Shen 5.5 million Industria ce and Commercial wholesale 5,500,000.00 100.00% 100.00% Y owned zhen Yuan l& trade Trade Co., Ltd. Whole sales and retail of tea sets; purchase: tea Hangzho the enterprise need for sales (purchase from u original manufacturer of the 1st industry directly Jufangy Wholly- Han Compre 175 million only); service: investment and assets management gzho 176,906,952.42 100.00% 100.00% Y ong owned hensive Yuan of tea enterprises, technology development of tea u Holding and tea products, technology development of tea Co., Ltd. cultivation and breeding, technology consultant, technology service and results transfer Wholly- Shenzhe 54,676,764.11 100.00% 100.00% Y owned Shen Develop 54 million Technology development, consultant, transfer and 87 深圳市深宝实业股份有限公司 2014 年半年度报告全文 n zhen ment, Yuan inspection service for tea, plant products, soft Shenbao consulta drinks and foods Technol nt and ogy transfer Center of Co., Ltd. technolo gy Investm ent, Industrial investment (specific projects to be Shenzhe consulta reported separately); communication, promotion, n nt, consultant service and tea art training for tea Shenshe trading Wholly- Shen 50 million knowledge and culture; sales of tea sets, tea table nbao and tea 5,000,000.00 100.00% 100.00% Y owned zhen Yuan and root carving; cyber business, domestic trading Investm knowled (franchise, monopoly, exclusive control of goods ent Co., ge and excluded); engaged in both export and import Ltd. culture business (restricted projects excluded) commun ication Fujian Tea processing, tea planting, tea culture Mount. Tea communication, package design for tea, tea art Wuyi Mou plantatio Controlli nt n, 40 million training, e-ecological tea park sightseeing, sales Shenbao 20,700,000.00 51.75% 51.75% Y 17,711,232.82 ng Wu producti Yuan of tea furniture, tea table and root carving; Yuxing yi on and sales Wholesales and retail of prepackaged food (tea Tea Co., included) and bulk food (tea included) Ltd. Hangzho Manufac Green tea manufacturing, including tea products Han u Controlli ture and and substitute tea; wholesale and retail of gzho 2 million Yuan 4,650,000.00 92.00% 92.00% Y 440,136.10 Fuhaitan ng process prepackaged food and bulk food. Development of u g Tea of tea; tea and tea products, tea breeding, development, 88 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Ecologic wholesal technology consultant, technology service and al e and result transfer of cultivation technique, Technol retails of sightseeing agriculture etc. ogy Co., foods Ltd. Wholesa Hangzho le and u retail of Wholesale and retail of prepackaged food and Chunshi Han Wholly- foods, bulk foods. Technology development: CNT; Network gzho 3 million Yuan 3,000,000.00 100.00% 100.00% Y owned technolo wholesale and retails of tea sets, office supplies Technol u gy and glassware ogy Co., develop Ltd. ment Shenzhe n Shenbao (Liaoyua n) Controlli Shen 2.3780 million Industria Not operates formally 57,628.53 53.50% 53.50% Y ng zhen Yuan l Co., Ltd. (“Shenb ao Liaoyua n”) Explanation on subsidiaries obtained by establishment or investment: Shenzhen Shenbao (Liaoyuan) Industrial Co., Ltd.: the company has been established for a long time without officially operates, business license has been cancelled by industrial and commerce bureau; the investment for the company has been accrual as long-term investment impairment totally. The company excluded in the 89 深圳市深宝实业股份有限公司 2014 年半年度报告全文 consolidation range of the Company in aspect of financial statement 90 深圳市深宝实业股份有限公司 2014 年半年度报告全文 2. Explanation on change of consolidation range Explanation on change of consolidation range 1. three enterprise included in the consoldiation range in Period (1) the Company established a wholly-owned subsidiary Shenzhen Shenshenbao Investment Co., Ltd in April 2014; (2) Subordinate wholly-owned subsidiary Hangzhou Jufangyong acquired controlling subsidiary Hangzhou Fuhaitang Tea Ecological Co., Ltd. in March 014; (3) Subordinate wholly-owned subsidiary Hangzhou Jufangyong established a wholly-owned subsidiaries Hangzhou Chunshi Network Technology Co., Ltd. in June 2014; 2. One enterprise decreased in consolidation range. The 51.72% equity of Shenshenbao Huafa, controlling subsidiary, held by the Company was transferred. √ Application □ Not application Three enterprises increased in consolidation range compare with last year (period), reasons are: (1) the Company established a wholly-owned subsidiary Shenzhen Shenshenbao Investment Co., Ltd in April 2014; (2) Subordinate wholly-owned subsidiary Hangzhou Jufangyong acquired controlling subsidiary Hangzhou Fuhaitang Tea Ecological Co., Ltd. in March 014; (3) Subordinate wholly-owned subsidiary Hangzhou Jufangyong established a wholly-owned subsidiaries Hangzhou Chunshi Network Technology Co., Ltd. in June 2014; One enterprise decreased in consolidation range compare with last year (period), reasons are: The 51.72% equity of Shenshenbao Huafa, controlling subsidiary, held by the Company was transferred. 3. Entities newly included in consolidate scope during the reporting period and entities ceasing to be included in consolidate scope during the reporting period Subsidiaries, special purposes entities, operation entity where controlling right is formed under entrusted operation or leasing newly included in consolidation scope during the period In RMB Name Net assets as at period-end Net profit for the period Shenzhen Shenshenbao Investment Co., Ltd. 50,042,083.25 42,083.25 Hangzhou Fuhaitang Tea Ecological Technology Co., 4,456,613.83 222,856.18 Ltd. Hangzhou Chunshi Network Technology Co., Ltd. 3,005,000.00 0.00 91 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Subsidiaries, special purposes entities, operation entity where controlling right is formed under entrusted operation or leasing ceasing to be included in consolidation scope during the period In RMB Net profit from the year-begin to Name Net assets as at the disposal date the disposal date Zhejiang Shenshenbao Huafa Tea Co., Ltd. 66,828,214.87 0.00 Other explanation on entities newly included in consolidation scope and entities ceasing to be included in consolidation scope: VII. Annotation to main items of consolidated financial statements 1. Monetary fund In RMB Closing amount Opening amount Item Conversion Conversion Foreign currency In RMB Foreign currency In RMB rate rate Cash: -- -- 160,480.66 -- -- 181,781.97 RMB -- -- 156,013.60 -- -- 177,356.99 HKD 4,860.00 0.79375 3,857.63 4,860.00 0.7862 3,821.08 USD 99.05 6.1528 609.43 99.05 6.0969 603.90 Bank savings: -- -- 341,730,505.91 -- -- 257,547,160.08 RMB -- -- 341,556,502.74 -- -- 251,367,585.11 HKD 93,767.77 0.79375 74,428.17 62,496.46 0.7862 49,136.59 USD 16,183.69 6.1528 99,575.00 1,005,500.89 6.0969 6,130,438.38 Other monetary fund: -- -- 500,000.00 -- -- 500,000.00 RMB -- -- 500,000.00 -- -- 500,000.00 Total -- -- 342,390,986.57 -- -- 258,228,942.05 Separate explanation is required for accounts with restricted application purposes, deposited overseas and of potential recovery risks arising from pledge, mortgage or frozen: The restricted monetary fund details are as follows: Item Closing balance Opening balance Guarantee deposit 500,000.00 500,000.00 Total 500,000.00 500,000.00 While prepare the cash flow statement, the money has deducted from the cash and cash equivalents at period-end 92 深圳市深宝实业股份有限公司 2014 年半年度报告全文 2. Transaction financial assets (1) Transaction financial assets In RMB Item Closing fair value Opening fair value Transactional equity instrument investment 1,532,585.34 1,389,288.09 Total 1,532,585.34 1,389,288.09 3. Accounts receivable (1) Account receivable classified according to types 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 withdrawal bad debt provision by group Aging of accounts 54,785,693.27 73.86% 719,147.29 1.31% 107,383,248.43 84.70% 719,147.29 0.67% Group subtotal 54,785,693.27 73.86% 719,147.29 1.31% 107,383,248.43 84.70% 719,147.29 0.67% Accounts receivables with single minor amount but with 19,391,001.77 26.14% 19,391,001.77 100.00% 19,391,001.77 15.30% 19,391,001.77 100.00% bad debts provision accrued individually Total 74,176,695.04 -- 20,110,149.06 -- 126,774,250.20 -- 20,110,149.06 -- Explanation on type of account receivables Receivables refers to account receivable and other account receivable 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 93 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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. For those receivables without impairment occurred, included in corresponding group for bad debt provision accrual. 2. Account receivables with bad debt reserve provided under groups (1) The group belongs to account receivables which are not impaired after individual test. (2) The group withdrawal bad debt provision in way of age analysis Age Withdrawal proportion of account Withdrawal proportion of other account receivable receivable Within one year (one year included) 0% 0% 1-2 years 5% 5% 2-3 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 Reasons for provision of bad debt reserve individually: 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 of 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 94 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Within 1 year Including: -- -- -- -- -- -- Within 1 year 49,021,606.25 66.10% 101,619,161.41 80.15% subtotal 1-2years 1,056,675.26 1.42% 52,833.77 1,056,675.26 0.83% 52,833.77 2-3years 795,964.83 1.07% 79,596.48 795,964.83 0.63% 79,596.48 Over 3 years 3,911,446.93 5.27% 586,717.04 3,911,446.93 3.09% 586,717.04 3-4years 148,429.72 0.20% 22,264.46 148,429.72 0.12% 22,264.46 4-5years 268,996.21 0.36% 40,349.43 268,996.21 0.21% 40,349.43 Over 5 years 3,494,021.00 4.71% 524,103.15 3,494,021.00 2.76% 524,103.15 Total 54,785,693.27 -- 719,147.29 107,383,248.43 -- 719,147.29 In combination, withdrawal proportion of bad debt provision based on balance proportion: account receivable □ Application √ Not application In combination, withdrawal proportion of bad debt provision based on other methods: account receivable □ Application √ Not application Accounts receivables with single minor amount but with bad debts provision accrued individually at period-end √ Application □ Not application In RMB Account receivable Book balance Bad debt provision Withdrawal proportion Reasons Account receivable with over 3 years of minor 19,391,001.77 19,391,001.77 100.00% 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 of the unit Bad debt amount Bad debt amount Book balance Book balance withdrawal withdrawal Shenzhen Agricultural Products 57,915.00 75,426.00 Co., Ltd. Total 57,915.00 75,426.00 (3) The top 5 account receivables In RMB Name of the unit Relationship Amount Term Proportion in total 95 深圳市深宝实业股份有限公司 2014 年半年度报告全文 account receivable Customers I Non-related party 7,754,777.16 Within 1 year 10.45% Customers II Non-related party 3,749,332.00 Within 1 year 5.05% Customers III Non-related party 2,073,980.00 Within 1 year 2.80% Customers IV Non-related party 1,691,741.51 Within 1 year 2.28% Customers V Non-related party 1,644,518.40 Within 1 year 2.22% Total -- 16,914,349.07 -- 22.80% (4) Account receivable from related parties In RMB Proportion in total account Name of the unit Relationship Amount receivable Shenzhen Agricultural The first majority shareholder of 57,915.00 0.08% Products Co., Ltd. the Company Total -- 57,915.00 0.08% 4. Other receivables (1) Other 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 Other receivable of bad debt provision withdrawal by combination Aging of accounts 25,894,299.40 59.56% 2,609,112.70 10.08% 25,112,996.31 58.82% 2,609,112.70 10.39% Group subtotal 25,894,299.40 59.56% 2,609,112.70 10.08% 25,112,996.31 58.82% 2,609,112.70 10.39% Other account receivable with single minor amount 17,584,990.00 40.44% 17,584,990.00 100.00% 17,584,990.00 41.18% 17,584,990.00 100.00% but withdrawal bad debt provision for single item Total 43,479,289.40 -- 20,194,102.70 -- 42,697,986.31 -- 20,194,102.70 -- Explanation on type of 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 96 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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. For those receivables without impairment occurred, included in corresponding group for bad debt provision accrual. 2. Account receivables with bad debt reserve provided under groups (1) The group belongs to account receivables which are not impaired after individual test. (2) The group withdrawal bad debt provision in way of age analysis Age Withdrawal proportion for accounts Withdrawal proportion for other receivable receivable Within one year (one year included) 0% 0% 1-2 years 5% 5% 2-3 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 Reasons for provision of bad debt reserve individually: 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 of 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, accounts whose bad debts provision was accrued by age analysis: other account receivable 97 深圳市深宝实业股份有限公司 2014 年半年度报告全文 √ 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: Within 1 year 7,502,723.40 17.26% 6,721,420.31 15.74% subtotal 1-2years 969,291.22 2.23% 48,464.56 969,291.22 2.27% 48,464.56 2-3years 1,053,891.39 2.42% 105,389.14 1,053,891.39 2.47% 105,389.14 Over 3 years 16,368,393.39 37.65% 2,455,259.00 16,368,393.39 38.34% 2,455,259.00 3-4years 4,410,151.72 10.14% 661,452.22 4,410,151.72 10.34% 661,452.22 4-5years 2,469,415.86 5.68% 1,330,842.92 2,469,415.86 5.78% 1,330,842.92 Over 5 years 9,488,825.81 21.82% 462,893.33 9,488,825.81 22.22% 462,893.33 Total 25,894,299.40 -- 2,609,112.70 25,112,996.31 -- 2,609,112.70 In combination, withdrawal proportion of bad debt provision based on balance proportion: other account receivable □ Application √ Not application In combination, withdrawal proportion of bad debt provision based on other methods: other account receivable □ 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 Other account receivable Book balance Bad debt provision Withdrawal proportion Reasons Other account receivable Formed due to history 17,584,990.00 17,584,990.00 100.00% with over 3 years reasons, hard to recover Total 17,584,990.00 17,584,990.00 -- -- (2) No other account receivables due from the shareholders holding 5% or above voting shares of the Company during the reporting period (3) The top 5 other account receivables In RMB Name of the unit Relationship Amount Term Portion in total other 98 深圳市深宝实业股份有限公司 2014 年半年度报告全文 receivables Changzhou Sanjing Oil Co., 1-3 years and over 3 Related party 18,268,423.34 42.02% Ltd. years Shenzhen Jinsailong Non-related party 300,000.00 Over 3 years 0.69% Equipment Company Management committee of Industry Part of Wuyuan Non-related party 256,296.20 Over 3 years 0.59% County Hangzhou Sangao Tea Non-related party 208,536.78 Over 3 years 0.48% Industry Company Tea Garden Non-related party 200,326.72 Within 1 year 0.46% Total -- 19,233,583.04 -- 44.24% (4) Other receivables due from related parties In RMB Name of the unit Relationship Amount Portion in total other receivables Changzhou Sanjing Oil Co., Affiliated company 18,268,423.34 42.02% Ltd. Total -- 18,268,423.34 42.02% 5. Account paid in advance (1) Aging analysis In RMB Closing amount Opening amount Age Amount Ratio Amount Ratio Within 1 year 11,398,048.79 97.33% 19,304,913.09 98.40% 1-2years 77,087.75 0.66% 77,087.75 0.39% 2-3years 195,397.64 1.67% 195,397.64 1.00% Over 3 years 40,280.80 0.34% 40,280.80 0.21% Total 11,710,814.98 -- 19,617,679.28 -- (2)The top 5 units in account paid in advance In RMB Name of the unit Relationship Amount Term Reasons for outstanding Customers I Non-related party 1,398,000.00 Within 1 year Account paid in advance 99 深圳市深宝实业股份有限公司 2014 年半年度报告全文 for equipment Amount of steam will Customers II Non-related party 1,250,000.00 1-2 years deduct in later period every month successively Account paid in advance Customers III Non-related party 1,197,250.00 Within 1 year for equipment Project reconstruction Customers IV Non-related party 400,000.00 1-2 years uncompleted Earnest money paid in Customers V Non-related party 327,000.00 Within 1 year advance Total -- 4,572,250.00 -- -- (3) Explanation on account paid in advance 6. Inventory (1) Classification In RMB Closing amount Opening amount Item Depreciation Depreciation Book balance Book value Book balance Book value provision provision Raw materials 53,601,330.30 3,597,264.60 50,004,065.70 42,491,527.68 3,597,264.60 38,894,263.08 Product in process 37,532,821.74 37,532,821.74 19,416,441.85 19,416,441.85 Stock products 39,651,444.20 897,597.70 38,753,846.50 36,343,254.92 897,597.70 35,445,657.22 Wrappage 9,900,389.26 9,900,389.26 4,229,410.85 4,229,410.85 Goods delivered 5,244,842.26 5,244,842.26 4,111,657.13 4,111,657.13 OEM material 5,436,785.21 5,298,011.68 138,773.53 5,373,084.21 5,298,011.68 75,072.53 Low-value 528,858.95 528,858.95 618,278.69 618,278.69 consumption goods Development costs 208,021,326.12 208,021,326.12 202,784,064.05 202,784,064.05 Total 359,917,798.04 9,792,873.98 350,124,924.06 315,367,719.38 9,792,873.98 305,574,845.40 (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 100 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Raw materials 3,597,264.60 3,597,264.60 Stock products 897,597.70 897,597.70 OEM material 5,298,011.68 5,298,011.68 Total 9,792,873.98 9,792,873.98 (3) Inventory falling price reserves Proportion of the reversal Accrual basis for inventory Reason for reversal during the amount during the year in the Item impairment provision period period-end balance of the inventory (%) Net realizable value lower than Raw materials the cost Net realizable value lower than Stock products the cost Entrust materials for handing Net realizable value lower than over a completed project the cost Explanation on inventory No capitalization of borrowing costs that reckoned in cost of inventory in the Period 7. Other current assets In RMB Item Closing amount Opening amount Input VAT ready for deduction 6,354,131.39 2,835,640.51 Total 6,354,131.39 2,835,640.51 Explanation on other current assets Input VAT ready for deduction transfer to other current assets for listing at period-end 8. Investment for affiliated enterprise and joint ventures In RMB Proportion Proportion of Total operati Invested of shares Total assets at Total liabilities Total net assets Net profit in this voting right to ng income in company held to the period-end at period-end at period-end period the Company this period Company I. Joint-venture II. Affiliated enterprise Changzhou 33.00% 33.00% 10,966,004.92 28,754,512.74 -17,788,507.82 246,480.00 -1,303,581.14 101 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Sanjing Oil Co., Ltd. 9. Long-term equity investment (1) Details of long-term equity investment In RMB Explana Pro tion on visi the on incongr res Cas Proport uity in Shares erv h ion of share proporti e divi Calcul Ch voting holding Opening on held Impairment wit den Invested unit ation Investment cost ang Closing balance rights proporti balance in provision hdr d method es held in on and investe aw this investe voting d unit al peri d unit proporti in od on in this invested peri compan od y Shenzhen Shenbao Equity 2,870,000.00 2,870,000.00 2,870,000.00 49.14% 49.14% 2,870,000.00 (Xinmin) Foods Co., Ltd.*1 Changzhou Sanjing Oil Co., Equity 13,500,000.00 33.00% 33.00% Ltd.*2 Shenzhen Sanjiu Weitai Holdings Cost 2,480,000.00 2,480,000.00 2,480,000.00 0.95% 0.95% 2,480,000.00 Co., Ltd. Shenzhen Tianji Optical-Electric Cost 15,000,000.00 15,000,000.00 15,000,000.00 3.77% 3.77% 15,000,000.00 Technologies Co., Ltd.*3 Shenzhen Shenbao (Liaoyuan) Cost 57,628.53 57,628.53 57,628.53 53.50% 53.50% 57,628.53 Industrial Co., Ltd*1 102 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Beijing Tiantan Holdings Co., Cost 57,500.00 57,500.00 57,500.00 Ltd *4 Total -- 33,965,128.53 20,465,128.53 20,465,128.53 -- -- -- 20,407,628.53 10. Fixed assets (1) Particular about fixed assets In RMB Book balance at Decrease during this Book balance at Item Increase during this period period-begin period period-end I. Total of book balance 427,736,966.69 10,130,454.91 10,822,303.77 427,045,117.83 Including: House & 206,270,686.25 1,194,290.21 9,070,520.40 198,394,456.06 buildings Machinery 205,498,224.76 8,307,597.47 1,244,656.49 212,561,165.74 equipment Transportation tools 7,518,428.45 214,857.99 440,585.00 7,292,701.44 Other equipment 8,449,627.23 413,709.24 66,541.88 8,796,794.59 Book balance at Increase during Accrual in this Decrease during this Book balance at -- period-begin this period period period period-end II. Total accumulated 116,869,128.52 11,500,244.58 470,007.49 127,899,365.61 depreciation Including: House & 17,782,431.21 3,712,481.99 261,121.12 21,233,792.08 buildings Machinery 92,435,406.08 6,811,706.31 6,851.25 99,240,261.14 equipment Transportation tools 3,142,599.37 317,198.46 197,741.52 3,262,056.31 Other equipment 3,508,691.86 658,857.82 4,293.60 4,163,256.08 Book balance at Book balance at -- -- period-begin period-end III. Total net value of fixed 310,867,838.17 -- 299,145,752.22 assets Including: House & 188,488,255.04 -- 177,160,663.98 buildings Machinery 113,062,818.68 -- 113,320,904.60 equipment Transportation tools 4,375,829.08 -- 4,030,645.13 Other equipment 4,940,935.37 -- 4,633,538.51 -- 2,647,112.69 103 深圳市深宝实业股份有限公司 2014 年半年度报告全文 IV. Total of impairment 2,647,112.69 -- 2,647,112.69 provision Machinery 2,647,112.69 -- 2,647,112.69 equipment Other equipment -- V. Total book value of fixed 308,220,725.48 -- 296,498,639.53 assets Including: House & 188,488,255.04 -- 177,160,663.98 buildings Machinery 110,415,705.99 -- 110,673,791.91 equipment Transportation tools 4,375,829.08 -- 4,030,645.13 Other equipment 4,940,935.37 -- 4,633,538.51 Depreciation in this period amounts to 11,500,244.58 Yuan (2) Fixed assets without un-completed property certificates Item 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 Shenbao Huacheng processing. Explantion on fixed assets: Among the ending balance, the original value of fixed assets used for bank pledge was RMB30,567,419.75, and the net value was RMB22,979,797.52. 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. the terms from 13 March 2013 to 12 March 2016 11. Construction in process (1) Particular about construction in process In RMB Closing amount Opening amount Item Provision Provision Book balance Carrying value Book balance Carrying value reserve reserve Shenbao Plaza project 3,842,333.64 3,842,333.64 3,842,333.64 3,842,333.64 Comprehensive investment project of tea industry 10,137,523.16 10,137,523.16 2,677,627.91 2,677,627.91 chain(the new factory project) Production line of Huizhou 3,876,759.83 3,876,759.83 4,615,363.66 4,615,363.66 Technology Lile package 104 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Equipment ready for setup of 282,889.56 282,889.56 251,449.56 251,449.56 Shenbao Technology Center New finished product warehouse of Phase II project 5,207,041.78 5,207,041.78 1,977,535.00 1,977,535.00 of Huizhou Technology Nanshan office building 84,451,219.00 84,451,219.00 84,247,219.00 84,247,219.00 Other 903,189.74 903,189.74 903,189.74 903,189.74 Total 108,700,956.71 4,745,523.38 103,955,433.33 98,514,718.51 4,745,523.38 93,769,195.13 (2) Changes of major projects under construction In RMB Interes Proporti Includin Transf Accumu t on of g: Capi lated erred interest capital Item Increase during Other project Progre amount capitaliz tal Budget Opening amount to of ization Closing amount this period decrease investme ss interest ed sour fixed amount rate of nt in capitaliz ce of the assets ation the budget year year Compr ehensi ve invest ment part of Rais project the ed of tea 150,000,000.00 2,677,627.91 8,055,173.25 595,278.00 91.17% project 10,137,523.16 proc industr compl eeds y eted chain( new factory ) Total 150,000,000.00 2,677,627.91 8,055,173.25 595,278.00 -- -- -- -- 10,137,523.16 (3) Construction in process impairment provision In RMB Increase during this Decrease during this Item Opening amount Closing amount Accrual Reason period period Shenbao Plaza 3,842,333.64 3,842,333.64 project Other 903,189.74 903,189.74 105 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Total 4,745,523.38 4,745,523.38 -- (4) Progress of material construction in progress Item Progress Note Comprehensive investment project of tea Part of the project completed industry chain(the new factory project) (5) Explanation on construction in progress 1. According to the condition of recoverable amount lower than the carrying value in aspect of construction in progress, coresponding impairment for construction in progress was withdrawal at period-end 2. There is no capitalization of borrowing costs in closing balance of construction in progress 12. Productive biological assets (1) Measured by cost In RMB Book balance at Increase during this Book balance at Item Decrease during this period period-begin period period-end I. Farming industry Tea plant 436,156.00 436,156.00 II. Animal husbandry and aquaculture III. Forestry 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 Item Increased in the period decreased in the period period-begin period-end I. Total original value 235,971,181.27 7,215,581.58 13,874,682.00 229,312,080.85 Land use right 176,719,514.87 7,187,415.16 13,874,682.00 170,032,248.03 Proprietary technology 36,043,702.21 28,166.42 36,071,868.63 Use right of forest 15,599,089.65 15,599,089.65 Right to use a trademark 5,065,349.61 5,065,349.61 106 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Software license 2,543,524.93 2,543,524.93 II. Total accumulated 30,230,264.74 3,362,054.19 356,464.16 33,235,854.77 amortization Land use right 15,251,513.85 1,797,400.56 356,464.16 16,692,450.25 Proprietary technology 13,946,099.68 986,192.67 14,932,292.35 Use right of forest 722,728.56 162,148.74 884,877.30 Right to use a trademark 256,932.55 257,341.91 514,274.46 Software license 52,990.10 158,970.31 211,960.41 III. Total net book value of 205,740,916.53 3,853,527.39 13,518,217.84 196,076,226.08 intangible assets Land use right 161,468,001.02 5,390,014.60 13,518,217.84 153,339,797.78 Proprietary technology 22,097,602.53 -958,026.26 21,139,576.28 Use right of forest 14,876,361.09 -162,148.74 14,714,212.35 Right to use a trademark 4,808,417.06 -257,341.91 4,551,075.15 Software license 2,490,534.83 -158,970.31 2,331,564.52 Land use right Proprietary technology Use right of forest Right to use a trademark Software license Total of intangible asset book 205,740,916.53 3,853,527.39 13,518,217.84 196,076,226.08 value Land use right 161,468,001.02 5,390,014.60 13,518,217.84 153,339,797.78 Proprietary technology 22,097,602.53 -958,026.26 21,139,576.28 Use right of forest 14,876,361.09 -162,148.74 14,714,212.35 Right to use a trademark 4,808,417.06 -257,341.91 4,551,075.15 Software license 2,490,534.83 -158,970.31 2,331,564.52 Amortization in the Period amounting as 3,362,054.19 Yuan (2) Expenditure of development project In RMB Decreased Item Opening amount Increased Intangible assets Closing amount Current gains/losses confirmed Project I 88,621.07 88,621.07 107 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Project II 14,718.82 14,718.82 Project III 495,334.41 495,334.41 Project IV 52.03 52.03 Project V 205,358.58 205,358.58 Project VI 224,894.50 224,894.50 Project VII 220,117.24 220,117.24 Project VIII 468,270.29 468,270.29 Project IX 3,472.78 3,472.78 Project X 134,679.65 134,679.65 Project XI 87,100.18 87,100.18 Project XII 87,501.96 87,501.96 Project XIII 85,376.32 85,376.32 Project XIV 93,379.98 93,379.98 Project XV 28,166.41 28,166.41 0.00 Project XVI 577,153.91 164,268.93 741,422.84 Total 577,153.91 2,401,313.15 28,166.41 2,950,300.65 The expenditure for development in the Period occupied 100% in total expenses of R&D The intangible assets from internal R&D occupied 0.01% in closing book value of the intangible assets Explanation on development project: as for the amount with over one million Yuan occurred in the period and accounted based on evaluation value, disclosed the evaluation institution and methods 14. Long-term deferred expense In RMB Amortization Increased in the Reasons for other Item Opening amount during this Other decrease Closing amount period decreased period Decoration charge for 1,881,583.99 2,992,772.89 410,532.88 4,463,824.00 office rented-in Project of maintenance reform on canned warehouse 1,239,312.77 222,492.81 1,016,819.96 and waste tea house of Shenbao Huacheng Affiliated project of resident area in 723,865.33 90,417.88 633,447.45 Jufangyong Wuyuan 108 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Reform of tea park in 299,573.17 46,151.09 253,422.08 Wuyuan Reform project of 2,557,312.28 149,196.59 279,038.95 2,427,469.92 warehouse and swage Lease of workshop 1,595,637.64 365,109.66 1,635,257.69 325,489.61 and office building Supporting project of 73,485.48 693,880.27 85,239.05 682,126.70 plant area Other 598,909.90 1,153,396.23 636,088.27 1,116,217.86 Total 8,969,680.56 5,354,355.64 3,405,218.62 10,918,817.58 -- 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 Item Closing amount Opening amount Deferred income tax assets: Impairment provision for assets 2,613,443.80 2,613,443.80 Income from changes of fair value 115,924.08 16,589.84 Subtotal 2,729,367.88 2,630,033.64 Deferred income tax liability: Assessment appreciation from equity acquisition 1,300,508.81 Subtotal 1,300,508.81 Details of uncertain deferred income tax assets In RMB Item Closing amount Opening amount Difference of temporary deductible 67,230,543.32 67,230,543.32 Losses deductible 59,169,544.63 34,058,166.22 Total 126,400,087.95 101,288,709.54 (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 Deferred income tax Deferred income tax Deductible or taxable temporary differences assets or liabilities after assets or liabilities after temporary differences after Item after deduction at the end deduction at the end of deduction at the begin deduction at the begin of the of the reporting the reporting of the reporting reporting 109 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Deferred income tax 2,729,367.88 2,630,033.64 assets Deferred income tax 1,300,508.81 liability 16. Details of asset impairment provision In RMB Balance as at Increase during this Decrease during this period Balance as at Item period-begin period Reversal Written-off period-end I. Bad debt provision 40,304,251.76 40,304,251.76 II. Inventory impairment 9,792,873.98 9,792,873.98 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 77,897,390.34 77,897,390.34 17. Short-term loans (1) Type of Short-term Loans In RMB Item Closing amount Opening amount Ensure loans 90,000,000.00 Total 90,000,000.00 18. Account payables (1) Particular about account payables In RMB Item Closing amount Opening amount Within 1 year 21,873,165.40 25,942,875.26 Within 1 to 2 years 5,133,867.64 5,133,867.64 Within 2 to 3 years 20,419.10 20,419.10 Over 3 years 2,363,646.35 2,363,646.35 Total 29,391,098.49 33,460,808.35 110 深圳市深宝实业股份有限公司 2014 年半年度报告全文 (2)Statement of large accounts payable with age over 1 year Name of the unit Amount Reason of not caring forward Customer I 518,655.52 Whether need to pay with uncertainty Customer II 515,892.30 Whether need to pay with uncertainty Total 1,034,547.82 19. Account received in advance (1) Particular about account received in advance In RMB Item Closing amount Opening amount Within 1 year 88,914,636.14 13,955,504.00 More than one year and less than two years 420,000.00 420,000.00 More than two years and less than three years 109,940.50 109,940.50 Over 3 years 735,406.45 735,406.45 Total 90,179,983.09 15,220,850.95 20. Wages payable In RMB Balance as at Decrease during this Balance as at Item Increase during this period period-begin period period-end I. Wage, bonus, allowance and 8,237,383.64 24,127,023.86 27,875,855.47 4,488,552.03 subsidy II. Employees’ welfare 3,664,842.18 3,664,842.18 III. Social security 240,857.95 3,257,794.18 3,204,080.80 294,571.33 Including: medical insurance 24,277.58 778,190.84 758,634.97 43,833.45 premiums Endowment insurance premium 209,340.25 2,183,184.65 2,156,586.46 235,938.44 Unemployment insurance expense 4,227.16 154,826.34 149,746.84 9,306.66 Industry injury insurance 949.05 87,476.15 87,044.45 1,380.75 premium Birth insurance premium 2,063.91 54,116.20 52,068.08 4,112.03 IV. Housing public reserve 1,625,206.90 1,625,206.90 V. Compensation from labor 158,644.10 39,940.00 39,940.00 158,644.10 relationship dismissed VII.Trade union fee and education 916,407.25 787,311.89 907,047.42 796,671.72 111 深圳市深宝实业股份有限公司 2014 年半年度报告全文 fee Total 9,553,292.94 33,502,119.01 37,316,972.77 5,738,439.18 The arrears in wages payable was 0 Yuan Labor union expenses and staff educational expenses amounting to 796,671.72 Yuan; non-monetary welfare amounting to RMB 0 and compensation for dismiss of labor relationship amounting to 158,644.10 Yuan. 21. Tax payable In RMB Item Closing amount Opening amount Business tax -3,440,028.90 36,978.05 Corporate income tax 552,253.70 14,556,810.51 Individual income tax 152,283.26 123,369.58 Urban maintenance and construction tax -255,660.66 14,226.87 Housing property tax 148,805.38 47,440.64 Embankment fee 45,451.94 53,344.27 Educational surtax -183,850.96 8,925.86 Use tax of land 53,201.87 25,000.13 Land VAT -1,555,044.06 Other tax fee 75,450.13 140,006.43 Total -4,407,138.30 15,006,102.34 22. Dividend payable In RMB Name of the unit Closing amount Opening amount Reasons for un-payment over one year Shares without trusted 218,212.60 218,212.60 Shenzhen Investment Original largest shareholder, formed from 2,690,970.14 2,690,970.14 Management Co., left-over of historical guarantee Total 2,909,182.74 2,909,182.74 -- 23. Other payables (1) Particular about other payables In RMB Item Closing amount Opening amount Within 1 year 72,862,147.13 86,632,457.69 More than one year and less than two years 76,544,967.60 76,544,967.60 112 深圳市深宝实业股份有限公司 2014 年半年度报告全文 More than two years sand less than three years 5,318,157.41 5,318,157.41 Over 3 years 64,562,912.32 64,562,912.32 Total 219,288,184.46 233,058,495.02 (2) Explanation on major other account payable Name of the unit Amount Nature or content Age Shenzhen Jitai Industrial Development Co., Ltd.* 179,827,654.20 Shenbao Building 1-4 years project Shenzhen Jitai Jianan Engineering Co., Ltd. 13,555,842.36 Shenbao Building Within 1 year project Zhongtai Construction Group Co., Ltd. 3,920,200.00 Shenbao Building Within 1 year project Shenzhen Yuezhong (Group) Co., Ltd. 2,051,923.58 Final payment of Within 1 year construction in progress Foshan Xintailong Enviornment Equpment Manufacture 1,706,085.50 Final payment of Within 1 year Co., Ltd. construction in progress Total 201,061,705.64 * The Company carried out project development with Shenzhen Jitai Industrial Development Co., Ltd. in aspect of the 2,776.80 M2 lands (Land No.: H307-0018) locates at Wenjin North Road, Luohu District, Shenzhen; according to the Cooperation Agreement of Construction Project, the whole capital for investment will contribute by Shenzhen Jitai Industrial Development Co., Ltd., and reckoned into other accout payable for calculation. 24. Other non-current liability In RMB Item Book balance at period-end Book balance at period-begin Government grants 15,626,282.48 15,745,161.90 Total 15,626,282.48 15,745,161.90 Liability with government grants involved In RMB Amount Subsidy Assets reckoned in Other Closing Item Opening balance increased in related/income non-operation changes balance Period related income Subsidy for tea seeding of New Tea Garden in 49,920.00 49,920.00 Assets related Wangkou Construction amount for 50 tons for clearly 1,125,000.00 62,500.00 1,062,500.00 Assets related processing for Mingyou 113 深圳市深宝实业股份有限公司 2014 年半年度报告全文 tea *1 Industrialization project of 3,066,488.94 3,066,488.94 Assets related instant tea power *2 Specific funds for development of strategy 20,123.05 20,123.05 Assets related emerging industry *3 Base of further processing for tea and nature plants 2,475,000.00 2,475,000.00 Assets related *4 Industrial technical advance grants of municipal R&D center 2,928,629.91 2,928,629.91 Assets related from enterprise technology center *5 Grants for research and industrialization of key 1,000,000.00 1,000,000.00 Assets related technology of instant tea *6 Guangdong province—subsidy of 80,000.00 56,379.42 23,620.58 Assets related agricultural research Special funds of Shenzhen strategy emerging industrial development 5,000,000.00 5,000,000.00 Assets related (depth process of plant) (Shen Fa Gai No.: 20131601) *7 Total 15,745,161.90 118,879.42 15,626,282.48 -- *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 of the comprehensive agriculture development operation of Wuyuan County. The total subsidy amounted to RMB 1.50 million; the starting date of amortization was 1 January 2011, with amortization term of 12 years. RMB 62,500.00 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. Up to 30 June 2014, the rest amount for amortization was RMB 3,066,488.94. *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. Up to 30 June 2014, the rest amount for amortization was RMB 20,123.05. *4Base of further processing for tea and nature plants: this project was based on the circular (SFG2011 No.468) 114 深圳市深宝实业股份有限公司 2014 年半年度报告全文 issued by the science and technology innovation commission of Shenzhen. The total subsidy amounted to RMB3.3 million, amortization from 1 January 2011 for 12-year in total. Up to 30 June 2014, the rest amount for amortization was RMB 2,475,000.00. *5 Industrial technical advance grants of municipal R&D center from enterprise technology center: based on the Shen Jin mao Xin Xi Mi Shu Zi [2012] No. 1781 issued by Economy, Trade and Information Commission of Shenzhen Municipality, subsidy amounting as 3 million Yuan, and rest amount for amortization was 2,928,629.91 Yuan up to June 30 2014 *6 Grants for research and industrialization of key technology of instant tea: based on the Yue Cai Jiao [2012] No. 392 issued by Guangdong Provincial Development of Finance and Department of Science and Technology of Guangdong Province, subsidy amounting as one million Yuan with construction period from 2014 to 2015, and start for amortization after project completed. *7 Special funds of Shenzhen strategy emerging industrial development (depth process of plant): based on Shen Fa Gai[2013] No. 1601 issued by Development and Reform Commission of Shenzhen Municipality, subsidy amounting as 5 million Yuan with construction period from 2014 to 2015, and start for amortization after project completed. 25. Share capital In RMB Increased (decreased) Shares converted Opening amount New shares Bonus Closing amount from public Other Sub-total issued shares reserve Total 250,900,154.00 50,180,030.00 50,180,030.00 301,080,184.00 shares Explanation on share capital changes, if there has capital increase/decrease in reporting period, disclosed the CPA’s name and verification documents; for company limited within 3 years operation, explain the net assets before establishment; for those company limited changed from limited liability company, explain the verification condition while established. Item Opening balance Increased (decreased) Closing balance New Shares converted Bonus shares from public Other Sub-total shares issued reserve 1. Restricted shares (1)state-owned shares --- --- --- --- --- --- (2) State-owned corporate 6,783,729.00 --- --- 1,356,746.00 --- 1,356,746.00 8,140,475.00 shares (3) Other domestic shares 15,252,932.00 --- --- 3,050,586.00 --- 3,050,586.00 18,303,518.00 115 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Including: Domestic legal person’s 7,770,118.00 --- --- 1,554,023.00 --- 1,554,023.00 9,324,141.00 shares Domestic nature person’s 7,482,814.00 --- --- 1,496,563.00 --- 1,496,563.00 8,979,377.00 shares (4)Foreign shares --- --- --- --- --- --- --- Including: Foreign legal person --- --- --- --- --- --- --- Foreign nature person --- --- --- --- --- --- --- Total restricted shares 22,036,661.00 --- --- 4,407,332.00 --- 4,407,332.00 26,443,993.00 2. Circulated unrestricted shares (1) RMB common shares 202,727,493.00 --- --- 40,545,498.00 --- 40,545,498.00 243,272,991.00 (2) Domestically listed 26,136,000.00 --- --- 5,227,200.00 --- 5,227,200.00 31,363,200.00 foreign shares (3) Foreign listed foreign --- --- --- --- --- --- --- shares (4) Other --- --- --- --- --- --- --- Total unrestricted circulated 228,863,493.00 --- --- 45,772,698.00 --- 45,772,698.00 274,636,191.00 shares Total 250,900,154.00 --- --- 50,180,030.00 --- 50,180,030.00 301,080,184.00 On 16 May 2014, in base of total share capital ended as 2013, the Company capitalizing of public reserves as two to every ten shares, shares increased 50,180,030 in total, and the shares have been verified by verification reprot Da Hua Yan Zi [2014] No. 000236 issued from Da Hua CPA, the changes of industrial and commerce still in process. 26. Capital reserves In RMB Decrease during this Item Opening amount Increase during the period Closing amount period Capital premium (Share capital 570,389,576.41 53,146,689.20 517,242,887.21 premium) Other Capital reserves 939,554.31 939,554.31 Total 571,329,130.72 53,146,689.20 518,182,441.52 Explanation on capital reserve 1. Share capital premium decreased in the Period mainly due to the capitalizing of common reserves with 50,180,030.00 Yuan declined; 2. The 51.72% equity of Shenshenbao Huafa, orginal controlling subsidiary, was transferred in the Period, capital reserve decrease 2,966,659.20 Yuan. 116 深圳市深宝实业股份有限公司 2014 年半年度报告全文 27. Surplus reserves In RMB Decrease during this Item Opening amount Increase during the period Closing amount period Statutory surplus reserves 45,001,147.33 45,001,147.33 Total 45,001,147.33 45,001,147.33 28. Retained profit In RMB Withdrawal or Allocation Item Amount Ratio Retained profits at the end of last year before 93,286,637.50 -- adjustment Retained profits at the beginning of the year after 93,286,637.50 -- adjustment Add: The net profits belong to owners of patent -23,382,126.99 -- company of this period Retained profit at period-end 69,904,510.51 -- Details about adjusting the retained profits at the beginning of the year: 1) The retroactive adjustments to Accounting Standards for Business Enterprises and its relevant new regulations affect the retained profits at the beginning of the year amounting to 0 Yuan. 2) The changes in accounting policies affect the retained profits at the beginning of the year amounting to 0 Yuan. 3) The major accounting error correction affects the retained profits at the beginning of the year amounting to 0 Yuan 4) Merge scope changes caused by the same control affect the retained profits at the beginning of the year amounting to 0 Yuan. 5) Other adjustments affect the retained profits at the beginning of the year amounting to 0 Yuan The retained profits explain that the company initial public offering bonds should clearly state if the accumulated profits are decided to be shared by old and new shareholders by general meeting of stockholders before issuing; while the company should clearly disclose that the profits in the dividends payable belong to old shareholders after auditing if the general meeting of stockholders decides the accumulated profits are allocated and shared by old shareholders before issuing. 29. Operating income and cost (1) Operating income and cost 117 深圳市深宝实业股份有限公司 2014 年半年度报告全文 In RMB Item Amount of this period Amount of last period Main operating income 118,250,169.14 229,503,390.32 Other operating income 240,000.00 Operating cost 96,487,715.91 195,082,954.37 (2) Main business (By industries) In RMB Amount of this period Amount of last period Industry Operating income Operating cost Operating income Operating cost Industry 117,956,769.14 96,487,715.91 124,711,542.13 100,329,761.24 Trading 104,498,448.19 94,656,064.73 Leasing service industry 293,400.00 293,400.00 Total 118,250,169.14 96,487,715.91 229,503,390.32 194,985,825.97 (3) Main business (By products) In RMB Amount of this period Amount of last period Products Operating income Operating cost Operating income Operating cost Soft drinks 14,635,957.30 10,365,966.51 13,233,201.40 9,755,968.66 Condiment 5,524,229.27 3,329,381.37 5,352,419.86 3,442,198.14 Tea products 97,796,582.57 82,792,368.03 210,624,369.06 181,787,659.17 Property rental 293,400.00 293,400.00 Total 118,250,169.14 96,487,715.91 229,503,390.32 194,985,825.97 (4) Main business (By districts) In RMB Amount of this period Amount of last period District Operating income Operating cost Operating income Operating cost Exportation 6,926,988.15 4,586,268.60 107,635,235.06 96,204,044.83 South China 47,829,313.49 37,062,592.99 39,280,797.60 28,814,228.01 North China 9,321,230.97 8,624,911.14 11,141,038.11 9,717,383.35 East China 44,868,581.17 37,726,432.79 50,035,273.72 41,443,043.14 Central China 6,103,966.38 5,545,732.82 16,850,592.77 15,017,767.32 118 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Other 3,200,088.98 2,941,777.57 4,560,453.06 3,789,359.32 Total 118,250,169.14 96,487,715.91 229,503,390.32 194,985,825.97 (5) The operating income of the top five customers of the Company In RMB Client Main operating income The percentage in all operating income of the Company Client1 31,855,740.32 26.94% Client2 11,203,050.34 9.47% Client3 9,497,059.83 8.03% Client4 9,070,376.07 7.67% Client5 8,606,751.03 7.28% Total 70,232,977.59 59.39% 30. Business tax and surcharges In RMB Item Amount of this period Amount of last period Taxation standards Business tax 74,670.00 86,670.00 5% Urban maintenance and construction 129,715.27 339,477.47 5%, 7% tax Educational surtax 159,178.47 357,931.24 5% Total 363,563.74 784,078.71 -- 31. Sales expenses In RMB Item Amount of this period Amount of last period Remuneration and employee charges 5,632,456.90 4,269,343.14 Rental and utilities expenses 1,228,175.50 958,120.01 Depreciation and amortization expenses 205,761.60 44,622.05 Depreciation and amortization expenses Good transportation charge 2,615,002.62 5,964,368.29 Sales discount, promotion charge and 2,556,056.62 3,826,497.20 advertisement fee Routine office charge 1,258,232.40 1,037,784.20 Other 1,170,491.10 258,964.18 119 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Total 14,666,176.74 16,359,699.07 32. Administration expenses In RMB Item Amount of this period Amount of last period Remuneration and employee charges 16,198,989.86 10,703,841.03 Rental and utilities expenses 1,423,397.02 1,119,969.97 Depreciation and amortization expenses 5,362,836.31 4,429,120.87 Agency and disclosure fee 2,922,220.78 1,566,030.55 Taxes 1,327,436.15 768,587.36 Routine office charge 5,645,941.33 4,505,588.10 Advertising fee 1,388,199.09 31,323.50 Other 2,684,696.07 2,065,281.12 Total 36,953,716.61 25,189,742.50 33. Financial expenses In RMB Item Amount of this period Amount of last period Interest expenses 753,873.36 1,234,810.59 Less: interest income 1,720,498.76 3,728,310.33 Gains/losses from exchange -173,697.00 2,277,734.95 Other 106,678.39 103,591.22 Total -1,033,644.01 -112,173.57 34. Income of fair value changes In RMB Sources generating income of fair value changes Amount of this period Amount of last period Financial assets available for sale 397,336.94 Total 397,336.94 35. Investment income (1) Particulars about investment income In RMB 120 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Item Amount of this period Amount of last period Investment income obtained from disposal of 2,853,536.67 long-term equity investment Investment income obtained from transactional 6,688.65 financial assets held Investment income obtained from disposal of -480.81 transactional financial assets Total 2,853,055.86 6,688.65 36. Non-operating income (1) Non-operating income In RMB Amount reckoned into Item Amount of this period Amount of last period current non-recurring gains/losses Non-current assets disposal gains 1,000.00 5,720.73 1,000.00 Including: fixed assets disposal gains 1,000.00 5,720.73 1,000.00 Government subsidy 1,639,508.42 5,874,022.19 1,639,508.42 Other 286,559.99 253,966.23 286,559.99 Total 1,927,068.41 6,133,709.15 1,927,068.41 (2) Government subsidy reckoned into current gains/losses In RMB Assets-related/income Non-recurring Item Amount of this period Amount of last period -related gains/losses (Y/N) Advanced enterprise award of energy-saving and emission 10,000.00 Income-related Y reduction for year of 2012 Grant of demonstration plant of Y excellent-tea process for year of 60,000.00 Income-related 2012 Comprehensive investment award Y 3,988,745.00 Income-related from Country Financial Bureau Support fund for backbone Y enterprise in Shenzhen for year of 180,000.00 Income-related 2011 121 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Deferred income transfer-in 118,879.42 1,635,277.19 Y Supporting award of science & Y 300,000.00 Income-related technology of Longgang District The ninth batch of patent Y financing costs for year of 2013 4,000.00 Income-related from Market Supervisory Authority Special subsidy from technology Y 500,000.00 Income-related center of finance bureau Subsidy of energy auditing Y projects for key energy enterprise 50,000.00 Income-related (district-level) from finance bureau Patent application grants from Y Shenzhen Market Supervisory 8,000.00 Income-related Authority Capital of agriculture Y industrialization project 200,000.00 Income-related (provincial level) for year of 2013 –brand reward Tea project funds (provincial Y 40,000.00 Income-related level) for year of 2012 Expenditure of national spark Y program of mulberry tea 200,000.00 Income-related institution in Jiangxi Province The ninth batch of patent subsidy Y for year of 2013 from Market 4,000.00 Income-related Supervision Special grants of famous Y 200,000.00 Income-related trademark in Guangdong Province Other government grants 14,629.00 Income-related Y Total 1,639,508.42 5,874,022.19 -- -- 37. Non-operating expenditure In RMB Amount reckoned into Item Amount of this period Amount of last period current non-recurring gains/losses non-current assets disposal losses 36,018.31 3,410.56 36,018.31 122 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Including: fixed assets disposal losses 36,018.31 36,018.31 36,018.31 Total 36,018.31 3,410.56 36,018.31 38. Income tax expense In RMB Item Amount of this period Amount of last period Current income tax calculated based on tax law and relevant 616,915.57 3,052,026.68 rules Deferred income tax adjustment -99,334.24 Total 517,581.33 3,052,026.68 39. Calculation of basic earnings per share and diluted earnings per share Calculation results: Profit in the Period Current amount Last amount Basic EPS Diluted EPS Basic EPS Diluted EPS Net profit attributable to shareholders of ordinary shares -0.0777 -0.0777 -0.0237 -0.0237 of the Company(I) Net profit attributable to shareholders of ordinary -0.0943 -0.0943 -0.0429 -0.0429 shares of the Company after deducting non-recurring gains/losses (II) Calculation of EPS Item Serial Current Period Last Period Net profit attributable to shareholders of ordinary 1 -23,382,126.99 -5,934,967.21 shares of the Company Non-recurring gains/losses of net profit 2 5,013,522.41 4,837,500.11 attributable to common shareholders of parent company after deducting impact on income tax Net profit attributable to ordinary shareholders of 3=1-2 -28,395,649.40 -10,772,467.32 company after deducting non-recurring gains/losses Aggregate of shares as at period-begin 4 250,900,154.00 250,900,154.00 Share added due to conversion of public reserve 5 50,180,030.00 --- to share capital or allocation of share dividends during the report period Share added due to new issuance of shares or 6 --- --- shares converted from debts during the report 6 --- --- period 6 --- --- Months of the additional shares (new share issued or 7 --- --- debt to equity) commencing from the next month 7 --- --- 123 深圳市深宝实业股份有限公司 2014 年半年度报告全文 till the end of the year 7 --- --- Shares decreased due to purchase-back of its own 8 --- --- shares during the period Months of the decreased shares commencing from 9 --- --- the next month till the end of the year Shares diluted during the period 10 --- --- Number of months for the period 11 6 6 12=4+5+6×7 301,080,184.00 250,900,154.00 Weighted average of ordinary shares issued (II) ÷11-8×9÷11-10 Weighted average of ordinary shares issued that 13 301,080,184.00 250,900,154.00 adjusted due to enterprise combine under the same control (I) Basic EPS(I) 14=1÷13 -0.0777 -0.0237 Basic EPS(II) 15=3÷12 -0.0943 -0.0429 Diluted potential ordinary shares dividend recognized as 16 --- --- expense and impacts factors Income tax rate 17 --- --- Conversion expense 18 --- --- Shares increased from conversion or exercise of 19 --- --- convertible bonds, warrants and stock option 20=[1+(16-18)× -0.0777 -0.0237 Diluted EPS(I) (100%-17)]÷(13+19) Diluted EPS(II) 21=[3+(16-18) -0.0943 -0.0429 ×(100%-17)]÷(12+19) 40. Notes to statement of cash flow (1) Other cash received in relation to operation activities In RMB Item Amount Government subsidy 1,537,390.44 Interest income 1,609,400.13 Current amount 371,745.37 Other 376,966.71 Total 3,895,502.65 (2) Other cash paid in relation to operation activities In RMB Item Amount Administration expenses 15,499,803.91 124 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Sales expenses 9,695,314.86 Other 2,818,183.71 Total 28,013,302.48 41. Supplementary information to statement of cash flow (1) Supplementary information to statement of cash flow In RMB Supplementary information This Period Last Period 1. Net profit adjusted to cash flow of operation activities: -- -- Net profit -24,563,498.28 -4,475,950.20 Depreciation of fixed assets, consumption of oil assets and 11,500,244.58 5,777,044.46 depreciation of productive biology assets Amortization of intangible assets 3,362,054.19 2,824,173.78 Amortization of long-term deferred expenses 3,405,218.62 1,142,929.69 Loss from disposal of fixed assets, intangible assets and 35,018.31 -2,310.17 other long-term assets(gain is listed with “-”) Loss from change of fair value (gain is listed with “-”) -397,336.94 Financial expenses (gain is listed with “-”) 1,033,927.18 2,882,324.52 Investment loss (gain is listed with “-”) -2,853,055.86 -6,688.65 Decrease of deferred income tax asset( (increase is listed -99,334.24 with “-”) Increase of deferred income tax liability (decrease is listed 1,300,508.81 with “-”) Decrease of inventory (increase is listed with “-”) -39,883,531.72 -39,111,747.62 Decrease of operating receivable accounts (increase is listed -101,345,713.03 -109,851,274.50 with “-”) Increase of operating payable accounts (decrease is listed 165,291,618.92 128,973,918.85 with “-”) Net cash flow arising from operating activities 16,786,120.54 -11,847,579.84 2. Material investment and financing not involved in cash -- -- flow 3. Net change of cash and cash equivalents: -- -- Balance of cash at period end 341,890,986.57 309,611,598.60 Less: Balance of cash equivalent at year-begin 257,728,942.05 372,922,024.47 Net increasing of cash and cash equivalents 84,162,044.52 -63,310,425.87 125 深圳市深宝实业股份有限公司 2014 年半年度报告全文 (2) Relevant information about obtaining/disposal of subsidiary and other business unit in report period In RMB Supplementary information Amount of this period Amount of last period I. Relevant information about obtaining subsidiary and -- -- other business units: 2. cash and cash equivalent obtained from subsidiary and 4,617,194.45 other operation unit 3. net cash received from subsidiary and other operation 4,617,194.45 unit II. Relevant information about disposal of subsidiary and -- -- other business units: 2. Cash and cash equivalent obtained from disposal of 18,039,785.00 subsidiary and other business units: 3. net cash received from disposal of subsidiary and other 18,039,785.00 business units (3) Constitution of cash and cash equivalent: In RMB Item Closing amount Opening amount Ⅰ. Cash 341,890,986.57 257,728,942.05 Including: stock cash 160,480.66 181,781.97 Bank deposit available for payment at any time 341,730,505.91 257,547,160.08 Ⅲ. Balance of cash and cash equivalent at period-end 341,890,986.57 257,728,942.05 VIII. Related Parties and Transactions 1. Parent company of the Company Proportion Proportion Final Parent Registrat Legal Relationsh Registered of shares of voting controller Organizatio compan Nature ion represen Business nature ip capital held to the right to the of the n code y place tative Company Company Company Development, Shenzhe construction, n Controllin operation and Stock RMB Agricult g Shenzhe Chen management of SASAC of limited 1,696,964,10 19.09% 19.09% 192179163 ural shareholde n Shaoqun agricultural Shenzhen (listing) 0 Products r products retail Co., Ltd. market, operation of market leasing 2. Subsidiary of the Company Subsidiary Type Nature Registrat Legal Business Registered capital Proportion Proportion of Organizatio 126 深圳市深宝实业股份有限公司 2014 年半年度报告全文 ion representativ nature of shares voting right n code place e held Shenzhen Controlli Shenbao ng Shenzhe Manufactu Huacheng LLC Zhou Weihe 153,451,300.00 100.00% 100.00% 73628169-3 subsidiar n ring Technology y Co., Ltd. Jufangyong Controlli Tea Industry ng Manufactu Co., Ltd. in LLC Wuyuan Zhou Weihe 290,000,000.00 100.00% 100.00% 77236879-6 subsidiar ring Wuyuan y County Shenzhen Shenbao Controlli Sanjing Food ng Shenzhe Yao Manufactu LLC 30,150,000.00 100.00% 100.00% 19246379-7 & Beverage subsidiar n Xiaopeng ring Development y Co., Ltd. Huizhou Controlli Shenbao ng Yao Comprehe LLC Huizhou 60,000,000.00 100.00% 100.00% 66495245-0 Technologies subsidiar Xiaopeng nsive Co., Ltd. y Shenzhen Controlli Shenbao ng Shenzhe 27931409- Properties LLC Li Fang Property 5,000,000.00 100.00% 100.00% subsidiar n X Management y Co., Ltd. Shenzhen Controlli Shenbao Commerci ng Shenzhe Industrial & LLC Guan Lihua al 5,500,000.00 100.00% 100.00% 19218639-8 subsidiar n Trade Co., wholesale y Ltd. Hangzhou Controlli Jufangyong ng Hangzho Qian Comprehe LLC 175,000,000.00 100.00% 100.00% 59305626-0 Holding Co., subsidiar u Xiaojun nsive Ltd. y Developm Shenzhen Controlli ent, Shenbao ng Shenzhe Luo consultant Technology LLC 54,000,000.00 100.00% 100.00% 59566405-9 subsidiar n Longxin and Center Co., y transfer of Ltd. technolog 127 深圳市深宝实业股份有限公司 2014 年半年度报告全文 y Investmen t, consultant and Shenzhen Controlli trading, Shenshenbao ng Shenzhe LLC Li Yiyan communic 50,000,000.00 100.00% 100.00% 30591145-4 Investment subsidiar n ation of Co., Ltd. y tea knowledge and culture Fujian Controlli Plantation, Mount. Wuyi ng Wuyisha production Shenbao LLC Chen Liang 40,000,000.00 51.75% 51.75% 05031666-0 subsidiar n and sales Yuxing Tea y of tea Co., Ltd. Tea Hangzhou manufactu Fuhaitang Controlli ring and Tea ng Hangzho Qian LLC processing 2,000,000.00 92.00% 92.00% 75173785-5 Ecological subsidiar u Xiaojun ; food Technology y wholesale Co., Ltd. and retails Food Hangzhou wholesale Controlli Chunshi and retails, ng Hangzho Qian 09841557- Network LLC technolog 3,000,000.00 100.00% 100.00% subsidiar u Xiaojun X Technology y y Co., Ltd. developme nt Shenzhen Shenbao Controlli (Liaoyuan) ng Shenzhe Industrial LLC 2,378,000.00 53.50% 53.50% subsidiar n Co., Ltd. y (“Shenbao Liaoyuan”) 3. Details of joint-venture and affiliated enterprise of the Company Invested Type Register Legal rep. Business Register Equity Proportion of voting Relationshi Organizatio 128 深圳市深宝实业股份有限公司 2014 年半年度报告全文 company place nature capital proporti rights in invested p n code on held company by the Compan y I. Joint venture II. Associated company Changzhou Changzh Pan Manufactu 54,000,00 Associated Sanjing Oil LLC 33.00% 33.00% 77052631-6 ou Guangsheng ring 0.00 enterprise Co., Ltd. 4. Particulars about other related parties Other Related parties Relationship Organization code Shenzhen Investment Management The Company’s original largest 192197644 Company 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 Minority shareholders of holding Fujian Wuyishan Yuxing Tea Co., Ltd. 71730243-6 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 Amount of this period Amount of last period Pricing way and Ratio in Ratio in Related parties Content decision making similar similar Amount Amount procedures transactio transactio ns ns Zhejiang Wafa Tea Purchase of tea Market price 108,602,905.57 59.74% Co., Ltd. Fujian Wuyishan Purchase of tea Market price 5,234,000.00 6.32% 2,171,253.64 1.19% Yuxing Tea Co., Ltd. Shenzhen Purchase Market price 84,247,219.00 100.00% Investment Holdings Office space 129 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Co., Ltd. Statement of commodity sales and labor service provided In RMB Amount of this period Amount of last period Pricing way and Ratio in Ratio in Related parties Content decision making similar similar Amount Amount procedures transactio transactio ns ns Shenzhen Agricultural Sales of tea Market price 114,140.00 0.12% 258,046.00 0.12% Products Co., Ltd. (2) Related leasing Statement of leasing In RMB Leasing income Pricing basis for Lessor Lessee Type of leasing Starting from Terminated dated recognized in leasing income period Fujian Fujian Wuyishan Wuyishan Production Yuxing Tea Co., 2012-9-9 2014-9-8 Market price 180,000.00 Shenbao Yuxing workshop Ltd. Tea Co., Ltd. Explanation on 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 Whether guarantee Guarantee provided Guarantee received Guarantee amount Starting from Terminated dated implemented or not Shenzhen Shenbao Sanjing Food & Shenzhen Shenbao Beverage 30,000,000.00 2014-4-14 2015-4-13 N Industrial Co., Ltd*1 Development Co., Ltd. Shenzhen Shenbao Shenzhen Shenbao Huacheng 30,000,000.00 2014-4-14 2015-4-13 N Industrial Co., Ltd*2 Technology Co., Ltd. Shenzhen Shenbao Shenzhen Shenbao 30,000,000.00 2014-4-14 2015-4-13 N Huacheng Industrial Co., Ltd 130 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Technology Co., Ltd.*3 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 14 April 2014 for offering loan guarantee for Shenzhen Sanjing, subsidiary of the Company with terms from 14 April 2014 to 13 April 2015. Shenbao Sanjing entered into a contract of current capital loans with town bank of Baosheng Village, Nanshan disctrict, Shenzhen on 14 April 2014 for loans RMB 30 million obtained with one-year term. The Company offering joint liability guarantee for the loans. *2 The Company entered into the “Contract of Warranty for the Maximum Amount” with town bank of Baosheng Village, Nanshan disctrict, Shenzhen on 14 April 2014 for offering loan guarantee for Shenzhen Huacheng, subsidiary of the Company with terms from 14 April 2014 to 13 April 2015. Shenbao Huacheng entered into a contract of current capital loans with town bank of Baosheng Village, Nanshan disctrict, Shenzhen on 14 April 2014 for loans RMB 30 million obtained with one-year term. The Company offering joint liability guarantee for the loans *3: Shenbao Huacheng entered into the “Contract of Warranty for the Maximum Amount” with town bank of Baosheng Village, Nanshan disctrict, Shenzhen on 14 April 2014 for offering loan guarantee for parent company Shenbao Industrial with terms from 14 April 2014 to 13 April 2015. Shenbao Industrial entered into a contract of current capital loans with town bank of Baosheng Village, Nanshan disctrict, Shenzhen on 14 April 2014 for loans RMB 30 million obtained with one-year term. Shenbao Huacheng offering joint liability guarantee for the loans 6. Account receivable/payable for related parties Account receivable from related parties In RMB Amount at period-end Amount at period-begin Item Related parties Book balance Bad debt provision Book balance Bad debt provision Account Shenzhen Agricultural 57,915.00 75,426.00 receivable Products Co., Ltd. Account paid in Fujian Wuyishan Yuxing Tea 1,457,375.73 advance Co., Ltd. Other account Changzhou Sanjing Oil Co., 18,268,423.34 2,334,271.52 17,935,501.33 2,334,271.52 receivable Ltd. Account payable for related parties In RMB 131 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Item Related parties Amount at period-end Amount at period-begin Shenzhen Investment Other payables 3,510,297.20 3,510,297.20 Management Company Shenzhen Investment Dividend payable 2,690,970.14 2,690,970.14 Management Company IX. Contingency 1. Contingent liability and its financial influence formed by un-settle lawsuits or arbitration The Company has no major contingency need to disclosed up to 30 June 2014 2. Contingent liability and its financial influence formed from debt guarantee offered to other units The Company has no major contingency need to disclosed up to 30 June 2014 X. Commitments 1. Material commitments The Company has no major comitments need to disclosed up to 30 June 2014 2. Commitments made previously The Company has no major comitments need to disclosed up to 30 June 2014 XI. Subsequent events of balance sheet 1. Explanation on major event after balance sheet date The Company has no major event after balance sheet date need to disclosed up to the reporting date XII. Other major event 1. Assets and liability measured by fair value In RMB Changes of fair Gains/losses of Amount at value reckoned into Impairment accrual Amount at Item change of fair period-begin equity in this term period-end value in this term accumulatively Financial assets 132 深圳市深宝实业股份有限公司 2014 年半年度报告全文 1. Financial assets measured by fair value and with changes reckoned in current 1,389,288.09 397,336.94 1,532,585.34 gains/losses (excluding derivative financial assets) Total 1,389,288.09 397,336.94 1,532,585.34 Financial liability 0.00 0.00 0.00 2. Other 1. The Proposal of 51.72% Equity of Zhejiang Shenshenbao Huafa Tea Co., Ltd. Transfer was deliberated and approved in 9th meeting of 8th session of the Board held on 27 January 2014. Agrees to transfer 51.72% equity of Zhejiang Shenshenbao Huafa Tea Co., Ltd. held by the Company to Zhejiang Wafa Tea Co., Ltd with consideration of 34.50 million Yuan. Registration change of industrial and comemrce completed on 20 Feburary 2014. and equity tarnsfer amount 34.50 million Yuan has received up to 30 June 2014 by the Company. 2. 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 at 30 June 2014, Jitai Industrial has provided land premiums and construction account of RMB179, 827,654.20. The construction account of RMB 3,920,200.00 payable to Zhongtai Construction Group Co., Ltd. still paid for provision and payment by Jitai Industrial. 3. According to the resolution of Annual General Meeting 2013 dated April 2014, based on total share capital 250,900,154 as at 31 December 2013, capitalizing 2 shares for each 10 shares to whole shareholders from capital reserves. And completed on 16 May 2014. Share capital of the Company changed as 301,080,184; and registration change for industrial and commerce still in process up to the reporting date. 133 深圳市深宝实业股份有限公司 2014 年半年度报告全文 XIII. Principle notes of financial statements of parent company 1. Accounts receivable (1) Accounts receivable 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 withdrawal bad debt provision by group Aging of accounts 9,758,143.55 99.71% 26,786,709.08 99.89% Group subtotal 9,758,143.55 99.71% 26,786,709.08 99.89% Accounts receivables with single minor amount but 28,453.08 0.29% 28,453.08 100.00% 28,453.08 0.11% 28,453.08 100.00% with bad debts provision accrued individually Total 9,786,596.63 -- 28,453.08 -- 26,815,162.16 -- 28,453.08 -- Explanation on category of account receivables: Account receivable with single major amount and withdrawal bad debt provision for single item at period-end □ Application √ Not application In combination, accounts whose bad debts provision was accrued by age analysis: Account receivable √ 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: -- -- -- -- -- -- Within 1 year 9,758,143.55 99.71% 26,786,709.08 99.89% subtotal Total 9,758,143.55 -- 26,786,709.08 -- In combination, withdrawal proportion of bad debt provision based on balance proportion: Account receivable □ Application √ Not application In combination, withdrawal proportion of bad debt provision based on other methods: Account receivable □ Application √ Not application Accounts receivables with single minor amount but with bad debts provision accrued individually at period-end 134 深圳市深宝实业股份有限公司 2014 年半年度报告全文 √ Application □ Not application In RMB Account receivable Book balance Bad debt provision Withdrawal proportion Reasons Hubei Botou Instrument 9,996.58 9,996.58 100.00% Un-likely to recover and Meter Plant Guo Wenhui 18,456.50 18,456.50 100.00% Un-likely to recover Total 28,453.08 28,453.08 -- -- (2) Top 5 account receivable In RMB Proportion in total Name of the unit Relationship Amount Terms account receivable Client 1 Non-related party 3,749,332.00 Within 1 year 38.31% Client 2 Non-related party 2,073,980.00 Within 1 year 21.19% Client 3 Non-related party 721,562.69 Within 1 year 7.37% Client 4 Non-related party 665,660.00 Within 1 year 6.80% Client 5 Non-related party 363,285.00 Within 1 year 3.71% Total -- 7,573,819.69 -- 77.38% 2. Other accounts receivable (1) Other accounts receivable 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 Other receivable of bad debt provision withdrawal by combination Aging of accounts 264,844,793.77 97.98% 2,387,411.68 0.90% 197,412,613.85 97.30% 2,387,411.68 1.21% Group subtotal 264,844,793.77 97.98% 2,387,411.68 0.90% 197,412,613.85 97.30% 2,387,411.68 1.21% Other account receivable with single minor amount but 5,472,398.91 2.02% 5,472,398.91 100.00% 5,472,398.91 2.70% 5,472,398.91 100.00% withdrawal bad debt provision for single item Total 270,317,192.68 -- 7,859,810.59 -- 202,885,012.76 -- 7,859,810.59 -- 135 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Explanation on category of other receivables: Other account receivable with single major amount and withdrawal bad debt provision for single item at period-end □ Application √ Not application In combination, accounts whose bad debts provision was accrued by age analysis: Other account receivable √ 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: -- -- -- -- -- -- Within 1 year 247,974,137.97 91.74% 180,541,958.05 88.98% subtotal 1-2years 957,624.79 0.35% 47,881.24 957,624.79 0.47% 47,881.24 2-3years 948,484.12 0.35% 94,848.41 948,484.12 0.47% 94,848.41 Over 3 years 14,964,546.89 5.54% 2,244,682.03 14,964,546.89 7.38% 2,244,682.03 3-4years 4,410,151.72 1.63% 661,522.76 4,410,151.72 2.17% 661,522.76 4-5years 2,288,838.66 0.85% 343,325.80 2,288,838.66 1.13% 343,325.80 Over 5 years 8,265,556.51 3.06% 1,239,833.48 8,265,556.51 4.07% 1,239,833.48 Total 264,844,793.77 -- 2,387,411.68 197,412,613.85 -- 2,387,411.68 In combination, withdrawal proportion of bad debt provision based on balance proportion: Other account receivable □ Application √ Not application In combination, withdrawal proportion of bad debt provision based on other methods: Other account receivable □ Application √ Not application Other account receivable with single minor amount but withdrawal bad debt provision for single item at period-end □ Application √ Not application (2) Top 5 other receivable In RMB Percentage in total Name of the unit Relationship Amount Terms accounts receivable amount 136 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Huizhou Shenbao Wholly-owned 153,220,104.73 Within 1 year 56.68% Technologies subsidiaries Wholly-owned Wuyuan Jufangyong 37,000,000.00 Within 1 year 13.69% subsidiaries Wholly-owned Shenbao Sanjing 26,205,535.88 Within 1 year 9.69% subsidiaries Changzhou Sanjing Oil Co., Over more than 1 to 3 Joint venture 17,638,423.34 6.53% Ltd. years Controlling Shenbao Yuxing 322,387.75 Within 1 year 0.12% subsidiary Total -- 234,386,451.70 -- 86.71% (3) Other receivables due from related parties In RMB Proportion in total other Name of the unit Relationship Amount receivables (%) Huizhou Shenbao Wholly-owned subsidiaries 153,220,104.73 56.68% Technologies Wuyuan Jufangyong Wholly-owned subsidiaries 37,000,000.00 13.69% Shenbao Sanjing Wholly-owned subsidiaries 26,205,535.88 9.69% Changzhou Sanjing Oil Co., Joint venture 17,638,423.34 6.53% Ltd. Shenbao Yuxing Controlling subsidiary 322,387.75 0.12% Shenbao Industrial & Trade Wholly-owned subsidiaries 230,589.19 0.09% Total -- 234,617,040.89 86.80% 3. Long-term equity investment In RMB Explanati Proporti on on the Proporti Impairm on of incongrui on of ent Cash share ty in Calculati voting provision bonu Invested Investment Opening Increase/decrease Closing holding share Impairment on rights in of s this company cost balance (+,-) balance in holding provision method invested accruing perio invested proportio compan this d compan n and y (%) period y (%) voting proportio 137 深圳市深宝实业股份有限公司 2014 年半年度报告全文 n in invested company Shenzhen Bao’an 2,870,000.0 2,870,000.0 2,870,000.0 2,870,000.0 (Xinmin) Equity 49.14% 49.14% 0 0 0 0 Food Co., Ltd. Changzhou 13,500,000. Sanjing Oil Equity 33.00% 33.00% 00 Co., Ltd. Shenbao 2,550,000.0 2,550,000.0 2,550,000.0 Cost 51.00% 51.00% Properties 0 0 0 Shenbao 5,500,000.0 5,500,000.0 5,500,000.0 100.00 100.00 Industrial & Cost 0 0 0 % % Trade Shenbao 80,520,842. 80,520,842. 80,520,842. 100.00 100.00 Cost Sanjing 36 36 36 % % Shenbao 168,551,781 168,551,781 168,551,781 100.00 100.00 Cost Huacheng .80 .80 .80 % % Huizhou Shenbao 60,000,000. 60,000,000. 60,000,000. 100.00 100.00 Cost Technologie 00 00 00 % % s Wuyuan 280,404,134 280,404,134 280,404,134 Cost 95.72% 95.72% Jufangyong .35 .35 .35 Hangzhou 176,906,952 176,906,952 176,906,952 100.00 100.00 Cost Jufangyong .42 .42 .42 % % Shenbao 54,676,764. 54,676,764. 54,676,764. 100.00 100.00 Technology Cost 11 11 11 % % Center Shenbao Cost 57,628.53 57,628.53 57,628.53 53.50% 53.50% 57,628.53 Liaoyuan Shenshenbao 30,000,000. 30,000,000. Cost -30,000,000.00 Huafa 00 00 Shenzhen Sanjiu 2,480,000.0 2,480,000.0 2,480,000.0 2,480,000.0 Weitai Cost 0.95% 0.95% 0 0 0 0 Holdings Co., Ltd. 138 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Shenzhen Tianji Optical-Elec 15,000,000. 15,000,000. 15,000,000. 15,000,000. Cost 3.77% 3.77% tric 00 00 00 00 Technologie s Co., Ltd. Shenshenbao 50,000,000. 50,000,000. 100.00 100.00 Cost 50,000,000.00 Investment 00 00 % % 943,018,103 879,518,103 899,518,103 20,407,628. Total -- 20,000,000.00 -- -- -- .57 .57 .57 53 4. Operating income and operating cost (1) Operating income In RMB Item Amount of this period Amount of last period Main operating income 24,073,018.64 Other operating income 1,200,000.00 1,200,000.00 Total 25,273,018.64 1,200,000.00 Operating cost 22,911,987.88 0.00 (2) Main business (By industries) In RMB Amount of this period Amount of last period Industry Operating income Operating cost Operating income Operating cost Industry 24,073,018.64 22,911,987.88 Total 24,073,018.64 22,911,987.88 (3) Main business (By products) In RMB Amount of this period Amount of last period Products Operating income Operating cost Operating income Operating cost Tea products 24,073,018.64 22,911,987.88 Total 24,073,018.64 22,911,987.88 139 深圳市深宝实业股份有限公司 2014 年半年度报告全文 (4) Main business (By districts) In RMB Amount of this period Amount of last period District Operating income Operating cost Operating income Operating cost Exportation 971,247.53 940,782.40 South China 5,342,196.33 5,090,060.94 North China 5,415,776.15 5,146,161.67 East China 8,687,170.61 8,262,182.00 Central China 841,834.35 799,743.47 Other area 2,814,793.67 2,673,057.40 Total 24,073,018.64 22,911,987.88 (5) The operating income of the top five customers of the Company In RMB The percentage in all Client Total operation revenue operating income of the Company Client1 6,786,815.86 26.85% Client2 4,054,153.85 16.04% Client3 3,406,652.62 13.48% Client4 2,450,500.90 9.70% Client5 969,542.79 3.84% Total 17,667,666.02 69.91% 5. Investment income (1) Particulars about investment income In RMB Item Amount of this period Amount of last period Investment income obtained from disposal of long-term 4,452,830.20 equity investment Investment income obtained from disposal of transactional -480.81 financial assets Total 4,452,349.39 140 深圳市深宝实业股份有限公司 2014 年半年度报告全文 6. Supplementary information of cash flow statement In RMB Supplementary information This Period Last Period 1. Adjust the net profits to be cash flow for operating activities -- -- Net profits -8,573,943.81 -7,840,872.40 Fixed assets depreciation, oil-and-gas assets loss , productive living 642,883.04 624,570.06 beings depreciation Intangible assets amortization 211,428.64 52,458.36 Long-term expenses amortization 131,497.64 132,681.36 Losses from handling fixed assets, intangible assets and 17,101.29 -2,248.14 assets(profits fill with “-“ ) Losses from change of fair value (profits fill with “-“ ) -397,336.94 1,270,042.56 Financial costs(profits fill with “-“ ) 585,578.24 Investment losses(profits fill with “-“) -4,452,349.39 Deferred income tax assets decrease(increases fill with “-“ ) -99,334.24 Stock decreases(increases fill with “-“ ) -3,245,303.86 -25,551,327.08 Operating receivables decrease(increases fill with “-“ ) -88,238,472.65 17,756,680.58 Operating payables increase(decreases fill with “-“ ) 89,773,413.85 24,176,050.67 Cash flow net amount generated by operating activities -13,644,838.19 10,618,035.97 2. Significant investment financial activities not involving and cash -- -- deposit and withdrawal 3. Net changes of cash and cash equivalents -- -- Ending balance of cash 135,742,209.47 67,427,759.75 Less: opening balance of cash equivalents 105,859,108.94 55,033,726.34 Net increase of cash and cash equivalents 29,883,100.53 12,394,033.41 XIV. Supplementary Information 1. Current non-recurring gains/losses In RMB Item Amount Note Gains/losses from the disposal of non-current asset (including the 2,818,518.36 write-off that accrued for impairment of assets) Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to 1,639,508.42 national standards, which are closely relevant to enterprise’s 141 深圳市深宝实业股份有限公司 2014 年半年度报告全文 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 the 396,856.13 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 286,559.99 aforementioned items Less: Impact on income tax 129,282.25 Impact on minority shareholders’ equity (post-tax) -1,361.76 Total 5,013,522.41 -- Explain recognition reasons item-by-item if the government subsidy reckoned into current gains/losses was the recurring gains/losses □ Application √ Not application 2. Difference of the accounting data under accounting rules in and out of China (1) Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) In RMB Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed company company Amount in this period Amount in last period Closing amount Opening amount Chinese GAAP -23,382,126.99 -5,934,967.21 934,168,283.36 960,517,069.55 Items and amount adjusted by IAS Other payable stock market 1,067,000.00 1,067,000.00 regulation fund IAS -23,382,126.99 -5,934,967.21 936,669,911.47 961,584,069.55 3. REO and earnings per share In RMB Earnings per share Profits during report period Weighted average ROE (%) Basic EPS Diluted EPS Net profits belong to common stock -2.47% -0.0777 -0.0777 stockholders of the Company 142 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Net profits belong to common stock stockholders of the Company after deducting -3.00% -0.0943 -0.0943 nonrecurring gains and losses 4. Abnormalities and reasons of the accounting statement items of the Company Item Closing balance (Current Opening balance (Last Changes % Reasons Period) Period) Monetary fund 342,390,986.57 258,228,942.05 32.59 *1 Account receivable 54,066,545.98 106,664,101.14 (49.31) *2 Account paid in advance 11,710,814.98 19,617,679.28 (40.30) *3 Other current assets 6,354,131.39 2,835,640.51 124.08 *4 Short-term loans 90,000,000.00 --- 100 *5 Account received in advance 90,179,983.09 15,220,850.95 492.48 *6 Wages payable 5,738,439.18 9,553,292.94 (39.93) *7 Taxes payable -4,407,138.30 15,006,102.34 (129.37) *8 Operating income 118,250,169.14 229,743,390.32 (48.53) *9 Operating cost 96,487,715.91 195,082,954.37 (50.54) *10 Administration expenses 36,953,716.61 25,189,742.50 46.70 *11 Investment income 2,853,055.86 6,688.65 42,555.18 *12 Non-operating revenue 1,927,068.41 6,133,709.15 (68.58) *13 Income tax expenses 517,581.33 3,052,026.68 (83.04) *14 *1: the amount of house sales of Emerald Apartment was received in advance in the Period; *2: the amount for goods are collected; *3: the goods received in the Period, account for tea paid in advance decreased; *4: imput VAT ready for decduction increased in the Period; *5: new bank loans increased in the Period; *6: account of pre-sale of Emerald Apartment increased in the Period; *7: performance for year of 2013 has paid in the Period; *8:the income tax for year of 2013 was paid in the Period and tax for Emerald Apartment project was paid in advance; *9: equity of Shenshenbao Huafa transferred in the Period, and corresonding operating income decreased; *10: equity of Shenshenbao Huafa transferred in the Period, and corresonding operating cost decreased; *11: the charges for employee, intermediary, brand and promotion increased; *12: obtained income from equity of Shenshenbao Huafa transferred; *13: the government subsidy decreased in the Period; *14: income tax expenses decreased in the Period 143 深圳市深宝实业股份有限公司 2014 年半年度报告全文 Section IX. 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; 4. Original copies of 2014 Semi-Annual Report with signature of the Chairman. Shenzhen Shenbao Industrial Co., Ltd. Chairman of Board: Zheng Yuxi 15 August 2014 144